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HomeMy WebLinkAboutJune 15, 2010 Agenda AGENDA CITY OF DENTON CITY COUNCIL June 15, 2010 After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, June 15, 2010 at 2:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Requests for clarification of agenda items listed on the agenda for June 15, 2010. 2. Receive a report, hold a discussion, and give staff direction regarding the 2010-11 Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. 3. Receive a report, hold a discussion, and give staff direction concerning: (1) proposed amendments to Subchapter 23 - Definitions - of the Denton Development Code (DDC); (2) proposed amendments to Subchapter 22 of the Denton Development Code (DDC) regarding gas well drilling and production; (3) proposed amendment to Subchapter 16 of the DDC regarding gas well development platting, (4) proposed amendments to the schedule of fees contained in Ordinance 2005-237 pertaining to gas well drilling and production within the City limits and the Extra-Territorial Jurisdiction; and (5) hold a discussion, and give staff direction concerning the types of analytical testing that has been conducted at other gas well monitoring efforts within the Barnett Shale. (Gas Well Ordinance) 4. Receive a report, hold a discussion, and give staff direction concerning a resolution of the City Council of the City of Denton, Texas supporting "extended producer responsibility" to promote the shift of disposal costs from local governments to producers of items through state legislation; authorizing its execution by the City Manager; and providing an effective date. 5. Receive a report, hold a discussion and give staff direction regarding nominations/appointments to the City's Boards and Commissions. Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. When items for consideration are not listed under the Closed Meeting section of the agenda, the City Council will not conduct a Closed Meeting and will convene at the time listed below for its regular or special called meeting. 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, as set forth below. CLOSED MEETING 1. Closed Meeting: 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. City of Denton City Council Agenda June 15, 2010 Page 2 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 for a 400,000 square foot distribution center project to be located in the Airport Industrial Area on Airport Road. This discussion shall include commercial or financial information the City Council has received from company 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. Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. 1. Receive information and a presentation from Denton Municipal Electric staff regarding a public power utility competitive and financial matter, dealing with terms regarding a possible extension of the term and other provisions of the Power Purchase Agreement, entered into on May 1, 2009 by and between the City and NextEra Energy Power Marketing for the acquisition by the City of wind energy and renewable energy credits; discuss, deliberate, consider, and provide staff with direction regarding same. C. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. 1. Discuss, deliberate, and receive information from Staff and provide Staff with direction pertaining to the acquisition or the condemnation of fee simple tracts for Eagle Drive Drainage Improvements - Phase I, the limits of which being along the existing branch between South Elm Street and South Locust Street, south of Maple Street, in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the tracts referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the Denton City Council under the Texas Rules of Disciplinary Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. D. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Receive a briefing and status report from the City's attorneys regarding the litigation entitled The University of North Texas, Appellant v. City of Denton, Texas, Appellee, now pending in the Court of Appeals Second Judicial District, sitting in Fort Worth, Texas, Cause No. 02-09-00395- City of Denton City Council Agenda June 15, 2010 Page 3 CV. Discuss, deliberate and provide the attorneys with direction. A public discussion of these legal matters would conflict with the duty of the City's attorneys to the City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 2. Consider and discuss the status of legal issues relating to the settlement of City of Denton v. Biodiesel Industries, Inc., et al., Cause No. 4:08-cv- 00173 and provide direction to the city's attorneys regarding same. 3. Receive a briefing from the City's attorneys regarding legal issues related to parking and speed matters on City streets running through or adjacent to the University of North Texas and Texas Woman's University. Discuss, deliberate and provide attorneys with direction. A public discussion of these matters would clearly conflict with the duty of the City's attorneys to the governmental body under Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOVT. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: REGULAR MEETING 1. PLEDGE OF ALLEGIANCE A. U. S. Flag B. Texas Flag "Honor the Texas Flag - I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards I. Recreation and Parks Month 2. Denton Recycles in the Library Day 3. Drinking Water Week City of Denton City Council Agenda June 15, 2010 Page 4 4. Fred Douglass/Fred Moore Days 3. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Citizens may speak on items listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers the Consent Agenda. Citizen comments on Consent Agenda items are limited to three minutes. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A - Z). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A - Z below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with Greenville Electric Utility System (GEUS) under Section 271.102 of the Local Government Code, to authorize participation in various GEUS contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 4508-Interlocal Agreement with GEUS). B. Consider adoption of an ordinance accepting competitive bids and awarding a Public Works Contract for the rehabilitation of the Pecan Creek Water Reclamation Plant Raw Pump Station #2; providing for the expenditure of funds therefor; and providing an effective date (Bid 4500-Raw Pump Station #2 MCC Rehabilitation awarded to the lowest responsible bidder meeting specification, C&G Electric, Inc. in the amount of $199,700). The Public Utilities Board recommends approval (5-0). C. Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number One to the contract between the City of Denton and Corbet Group, Inc.; providing for the expenditure of funds therefor; and providing an effective date (Bid 4444-Downtown Denton Transit Center Change Order Number One in the amount of $151,254.86 for a total contract award of $1,887,254.86). D. Consider adoption of an ordinance of the City of Denton, Texas, approving the 2011 Budget of the Denton Central Appraisal District, and providing an effective date. E. Consider adoption of an ordinance approving a Chapter 380 Economic Development Grant Agreement with Allegiance Hillview, LP; and providing an effective date. City of Denton City Council Agenda June 15, 2010 Page 5 F. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute an agreement by and between North Central Texas Council of Governments ("NCTCOG') and the City of Denton, Texas, regarding the grant allocated to Denton under the North Central Texas Alternative Fuel and Advanced Technology Investments Act as part of the American Recovery and Reinvestment Act for those projects identified for funding under the Conservation Research and Development, as filed with the United States Department of Energy in the maximum amount of $725,514; providing for the expenditure of funds and an effective date. G. Consider approval of a resolution of the City Council of the City of Denton, Texas supporting "extended producer responsibility" to promote the shift of disposal costs from local governments to producers of items through State legislation; authorizing its execution by the City Manager; and providing an effective date. H. Consider approval of a resolution nominating a member to the Board of Managers of the Denco Area 9-1-1 District; and declaring an effective date. L Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Animal Shelter Foundation for supplemental funding for advertising, printing and supplies; providing for the expenditure of funds; and providing for an effective date. ($1,050) J. Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Juneteenth Committee for supplemental funding for Juneteenth; providing for the expenditure of funds; and providing for an effective date. ($750) K. Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Hearts for Homes; providing for the expenditure of funds; and providing for an effective date. ($600) L. Consider a request for an exception to the Noise Ordinance for the purpose of performing live jazz music at the Sweet Y Caf6, located at 511 Robertson Street, on Friday and Saturday, June 18 and 19, 2010, beginning at 7:30 p.m. and concluding at 11:30 p.m. This request is for an extension of hours after 10:00 p.m. for amplified sound. The amplified sound will remain at the allowable 65 decibels. Staff recommends approval of the request of extending the hours of operation for amplified sound to 11:30 p.m. M. Consider adoption of an ordinance of the City of Denton authorizing and ratifying an agreement between the City of Denton, Texas and the Dog Days of Denton for supplemental funding for the Dog Days Denton Event on June 4, 2010; providing for the expenditure of funds; and providing for an effective date. ($450) City of Denton City Council Agenda June 15, 2010 Page 6 N. Consider approval of the minutes of: April 13, 2010 April 20, 2010 May 3, 2010 May 4, 2010 May 11, 2010 May 18, 2010 0. Consider adoption of an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Michael Moore, to Tony A. Riley located at 4710 Lockheed, Denton, Texas at the Denton Municipal Airport and providing an effective date. The Airport Advisory Board recommends approval (7-0). P. Consider adoption of an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Avionics International Supply, Inc. to Andy Johnson located at 1750 Westcourt, Denton, Texas at the Denton Municipal Airport and providing an effective date. The Airport Advisory Board recommends approval (7-0). Q. Consider adoption of an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Andy Johnson to Global Maritime Supply Management, LLC located at 1750 Westcourt, Denton, Texas at the Denton Municipal Airport and providing an effective date. The Airport Advisory Board recommends approval (7-0). R. Consider approval of a resolution by the City Council of the City of Denton, Texas, appointing an alternate to the Board of Directors of the Denton County Transportation Authority; providing a repealer and providing, and providing an effective date. S. Consider approval of a resolution of the City Council of the City of Denton, Texas authorizing the filing of a project application with the North Central Texas Council of Governments for a Regional Solid Waste Program - Local Implementation Project, Food Waste Composting, delegating and authorizing George C. Campbell, City Manager, or his designate, to act on behalf of the city in all other matters that are related to this project application, pledging that if funding for this project is received, the City of Denton, Texas will comply with all project requirements of the North Central Texas Council of Governments, the Texas Commission on Environmental Quality, and the State of Texas, and providing for an effective date. The Public Utilities Board will consider this item on June 14, 2010. T. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Real Estate Contract of Sale between the City of Denton and Odis J. Fuller, Jr. and wife, Kathy A. Fuller and other documents necessary to acquire two tracts, one being approximately 0377 acre of land, the other being approximately 0.049 acre of land, both located in the City of Denton City Council Agenda June 15, 2010 Page 7 William Loving Survey, Abstract Number 759, City and County of Denton, Texas; authorizing the expenditure of funds therefore; and providing an effective date. The Public Utilities Board will consider this item on June 14, 2010. U. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Release and Settlement Agreement and a Temporary Lease Agreement between the City of Denton and Denton Bible Church regarding two acquisition tracts, one being approximately 0377 acre of land, the other being approximately 0.049 acre of land, both located in the William Loving Survey, Abstract Number 759, City and County of Denton, Texas; authorizing the expenditure of funds therefore; and providing an effective date. The Public Utilities Board will consider this item on June 14, 2010. V. Consider adoption of an ordinance of the City Council of the City of Denton, Texas authorizing the City Manager to execute a fourth amendment to agreement for professional legal services with the law firm of Walker Sewell, LLC for professional legal services relating to litigation styled: Ex Parte Texas Municipal Power Agency, Cause No. D-1-GN-08-003426, pending in the 126t' Judicial District Court in and for Travis County, Texas; Ex Parte Texas Municipal Power Agency - II, Cause No. D-1-GN-08-3693, pending in the 261't Judicial District Court in and for Travis County; and the litigation styled Texas Municipal Power Agency, Plaintiff vs. City of Bryan, Texas Defendant, counter plaintiff and thud pasty plaintiff;. vs. City of Denton, Texas and the City of Garland, Texas, third-party defendants, Cause No. 28169, pending in the 506t' Judicial District Court in and for Grimes County, Texas; together with sixteen related public utility commission of Texas regulatory proceedings; providing for retroactive approval; authorizing the expenditure of funds therefor; and providing an effective date. The Public Utilities Board recommends approval (5-0). W. Consider adoption of an ordinance authorizing an encroachment agreement between the City of Denton, as grantor and HTA-Denton, LLC., a Delaware limited liability company, as grantee, regarding a 73 square foot tract of land that encroaches into a 20 foot Public Utility and Sidewalk easement; said Public Utility and Sidewalk Easement being dedicated as a part of the Rehab Hospital Addition, recorded in Cabinet X, pages 929 and 930, Plat Records, Denton County, Texas and being in the E. Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas; providing an effective date. The Public Utilities Board will consider this item on June 14, 2010. X. Consider adoption of an ordinance approving an Underground Pipeline Easement between the City of Denton, Texas, as grantor and EnCana Oil & Gas (USA) Inc., a Delaware Corporation, as grantee, regarding a 0.04 acre tract of land located in Lot 1, Block 1 of the Robson Ranch Water Reclamation Plant Addition, recorded in Cabinet R, page 365, Plat Records, Denton County, Texas and being in the T & P.R.R Survey, Abstract No. 1301, in the City of Denton, Denton County, Texas; and providing an effective date. The Public Utilities Board will consider this item on June 14, 2010. City of Denton City Council Agenda June 15, 2010 Page 8 Y. Consider the appointment of Dr. Lane Rawlins to the City's Economic Development Partnership Board. Z. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of residential refuse and recycling carts by way of an interlocal agreement with the City of Denton; and providing an effective date (File 4526-Residential Refuse and Recycling Carts for the Solid Waste Division awarded to Rehrig Pacific Company in the amount of $115,456) This item will be considered by the Public Utilities Board at its meeting on June 14, 2010. 4. PUBLIC HEARINGS A. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a Specific Use Permit to allow a drive-thru facility associated with a proposed bank on property within a Neighborhood Residential Mixed Use (NRMU) zoning district. The 0.949 acre site is located approximately 250 feet west of the intersection of Teasley Lane (F.M. 2181) and Lillian Miller Parkway; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date (SIO-0001). The Planning and Zoning Commission recommends approval of this request (6-0). B. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Neighborhood Residential 3 (NR-3) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation on tracts 256, 257, 258, 260 and 261 of the E. Puchalski survey, with an overlay district on those same tracts, plus tract 263, containing additional restrictions as noted; the area for the zoning change encompasses approximately 4.678 acres of land located at the northeast corner of North Bonnie Brae Street and West Oak Street, in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the rezoning of six (6) of the seven lots from Neighborhood Residential 3 (NR-4) to Neighborhood Residential Mixed Use (NRMU) subject to overlay conditions, as provided in Exhibit 8 (5-1). A SUPERMAJORITY VOTE BY COUNCIL IS REQUIRED FOR APPROVAL. C. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas providing for amendments to the Rayzor Ranch Overlay District (RROD) Section 35.7.15 of the Denton Development Code (DDC) on property encompassing approximately 410 acres of land in its entirety and being located generally on both sides of U.S. Highway 380 (West University Drive), between Interstate Highway 35 and Bonnie Brae Street. The Northern Tract of the RROD contains approximately 153 acres north of U.S. Highway 380 and the Southern Tract contains approximately 239.05 acres south of U.S. Highway 380. The proposed amendments are related primarily to the Southern Tract which is located within a Regional Center Commercial Downtown (RCC-D) and a Neighborhood Residential Mixed Use (NRMU) zoning and use district as modified by the Rayzor Ranch Overlay District. Specifically the applicant's proposal includes: City of Denton City Council Agenda June 15, 2010 Page 9 1. Modifying certain previously approved development standards, 2. Proposing an increase to Multi-family density on the Southern Tract, 3. Replacing the previously approved Master Site Plan with a Conceptual/Schematic Plan on the Southern Tract, 4. Amending and adding definitions to land uses on the Southern Tract, 5. Amending and defining landscape guidelines on the Southern Tract, 6. Amending and defining architectural guidelines on the Southern Tract, and 7. Amending and defining signage guidelines on the Southern Tract. D. Hold a public hearing and consider adoption of ordinances of the City of Denton, Texas regarding the following matters, as they relate to the Inspiration (Hunter Ranch) MPC zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], generally located on both sides of I-35, between Robson Ranch Road and Vintage Boulevard in the City of Denton, Texas: 1. To rezone approximately 196.5 acres of property owned by the City of Denton for a park, located at the northwest corner of Allred Road and Bonnie Brae Street, from the Inspiration MPC (MPC07-0001) zoning district classification and use designation to a Neighborhood Residential 1 (NR-1) zoning district classification and use designation; and 2. To amend the 3,331 acre Inspiration Master Planned Community Zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], by amending the Zoning Document, Development Plan Map, and Development Standards; and providing for a penalty in the maximum amount of $2,000.00 for violations, thereof, severability and an effective date. (AMPC10-0001) The Planning and Zoning Commission recommended approval (7-0). 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $64,000,000 in principal amount of "City of Denton Certificates of Obligation, Series 2010"; authorizing the issuance of the certificates; approving and authorizing instruments and procedures relating to said certificates; and enacting other provisions relating to the subject. B. Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $4,115,000 in principal amount of "City of Denton General Obligation Bonds, Series 2010"; authorizing the issuance of the bonds; approving and authorizing instruments and procedures relating to said bonds; and enacting other provisions relating to the subject. C. Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $50,000,000 in principal amount of "City of Denton General Obligation Refunding Bonds, Series 2010A"; establishing parameters for the redemption of certain outstanding obligations of the City; authorizing the issuance of the bonds; approving and authorizing instruments and procedures relating to said bonds; and enacting other provisions relating to the subj ect. City of Denton City Council Agenda June 15, 2010 Page 10 D. Consider appointing a nominating committee to recommend appointees to serve on the Economic Development Partnership Board. E. Consider appointments to Council committees. F. Citizen Reports 1. Review of procedures for addressing the City Council. 2. Receive citizen reports from the following: a. Bob Clifton regarding Fry Street issues, including the initiative petition requiring the establishment of a park. b. Kimberly Reynolds regarding park policies on emergency procedures for children. G. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. H. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. L Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the Texas Open Meetings Act. 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 CHAMBERS 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 15, 2010 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Receive a report, hold a discussion, and give staff direction regarding the 2010-11 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. BACKGROUND The purpose of this Work Session item is to provide the City Council with some preliminary information regarding the FY 2010-11 Proposed Budget, Capital Improvement Program, and General Fund Five Year Financial Forecast. The PowerPoint presentation provides a preliminary version of the Five Year Financial Forecast for FY 2010-11. The financial planning process is still in the early stages, and as a result, the forecast should not be considered complete. Over the next several weeks, staff will work to finalize the FY 2010-11 Proposed Budget and Five Year Financial Forecast recommendations. The final version of the financial plan will be submitted to the City Council with the City Manager's recommended budget at the end of July 2010. Due to several changes in the economic environment, staff is recommending a number of changes to the long term assumptions that were included in the FY 2009-10 Adopted Five Year Financial Forecast. Key proposed assumption changes for the General Fund FY 2010-11 Five Year Forecast include: • Higher than anticipated ending fund balance for FY 2008-09. • Lower the appraised value growth assumption to -6% in FY 2010-11, -2% in FY 2011-12, and 3% in FY 2012-13. • Recognize the revised sales tax projection for FY 2009-10, which is expected to be 5% below FY 2008-09 receipts. Future year estimates continue to assume 2% annual growth. • Incorporate FY 2009-10 reductions related to the hiring/reclassification freeze and the suspension of all non-essential travel and training. • Recognize the reductions related to the efficiency team (e-team) recommendations. • Incorporate lower revised estimates for a variety of revenues including fines, investment income, franchise fees, return on investment charges, and various other fees. • An additional 1 cent tax increase has also been included in FY 2014-15. • While not a new assumption, it is important to note that the preliminary FY 2010-11 Budget also includes a 2.5 cent tax increase. Agenda Information Sheet June 15, 2010 Page 2 With the combination of the above factors in the General Fund, staff is now projecting that the fund balance for FY 2009-10 will decline by approximately $4.5 million, which is approximately $0.6 million more than the $3.9 million decline anticipated in the original adopted budget. While the FY 2009-10 long term plan estimated reduced deficits in subsequent years, the preliminary FY 2010-11 long term plan estimates that expenditures will exceed revenues in the General Fund by an average of $5.5 million each year over the five year plan. In doing so, the fund balance will decline rapidly each year and is projected to be negative by year four of the plan. To correct this issue, adjustments to expenditures and/or revenues will be necessary. In addition to the above assumptions and projections, there are a number of other considerations that will need to be addressed in future financial plans. Namely, the long term financial plan presented in the PowerPoint presentation does not include any additional funding for infrastructure. According to a recent consultant's report, approximately $16 million in additional street funding is needed on an annual basis for proper maintenance of our roadways. In addition, it is estimated that an additional $7-10 million in drainage improvements (at a minimum) is needed over the next five year period. These increased funding levels are not currently included in the above mentioned projections. As a result, a long term strategy will need to be developed to eliminate the annual deficits and provide additional resources for infrastructure maintenance in the future. Since approximately 73% of the expenditures in the General Fund are related to personal services, significant reductions cannot be made without affecting personnel and/or service delivery. Further, due to the magnitude of the difference between projected revenues and expenditures, efficiency improvements and minor adjustments to spending will not be sufficient to correct the structural funding imbalance in the General Fund. As a result, program level funding reductions and/or eliminations will need to be made even with a tax rate increase. To increase revenues and/or reduce costs, staff is considering the following items: • Increase user fees to fully recover the cost of services provided. • Transfer Keep Denton Beautiful Program from General Fund to Solid Waste Fund. • Transfer savings associated with Certificates of Obligation bond issuance from utility funds to General Fund. * • Consider Overtime Reduction Strategies in all General Fund departments including Public Safety. • Delay construction of Public Safety Training Facility indefinitely. • Substantially reduce travel and training budgets. • Eliminate Council Contingency Funds. • Re-evaluate planned compensation increases for employees. • Create Airport Enterprise Fund and establish Return on Investment (ROI), franchise fee, and indirect cost transfers to General Fund. * The above noted items are already included in the five year forecast projections included with the presentation materials. Agenda Information Sheet June 15, 2010 Page 3 • Eliminate the Downtown Incentive Grant. • Transfer some positions from General Fund to Capital Improvement Program (CIP) Budget. • Delay increasing the over 65 property tax exemption from $30,000 to $35,000. • Increase non-resident Library fees. • Reduce Chamber of Commerce contribution. • Consider higher reimbursements or the reallocation of positions for School Resource Officers. • Transfer available fund balance from Internal Service Funds and the Non-Airport Gas Well Fund to the General Fund. • Explore funding the Urban Forester position out of the Tree Mitigation Fund. • Reduce programs, services, and personnel to offset projected gap between revenues and expenditures. • Consider increasing tax rate to the effective rate which may be greater than the 2.5 cent increase previously discussed. The exact cost or revenue impact associated with each of the above items is still under review. In addition, staff is in the process of considering the impact of $4.048 million in supplemental program requests from General Fund departments. As recommendations are developed on these and other issues, staff will provide the City Council with more information. In addition to the above considerations, there are a number of Council initiatives that have yet to be included in the Five Year Financial Forecast. The Council indentified initiatives include: • Downtown Implementation Plan. • New Animal Shelter Facility. • New Convention Center and Hotel Facility. • Update of Denton Comprehensive Plan. • Bicycle Master Plan Update and Implementation. • Update of Mobility Plan. • Transportation initiatives such as Regional Toll Revenue (RTR) matching funds, Annual Street Maintenance Costs, and an Anti-idling Ordinance The exact cost and implementation timeline for each of these initiatives will need to be evaluated in the context of the Five Year Financial Forecast that continues to be developed. Finally, the lower property tax growth assumptions have also had a significant impact on the General Obligation Debt Service Fund. Specifically, the lower projected property tax revenues will cause a delay in the scheduled sale of debt related to the Public Safety Training Facility. In addition to the debt service costs associated with the facility, there is a projected $500,000 annual operating cost associated with the project that cannot be accommodated in the General Agenda Information Sheet June 15, 2010 Page 4 Fund's current Five Year Financial Forecast. The lower projected revenues will also cause the planned bond election for 2012 to be delayed until 2013 or later. Finally, revenue estimates associated with the Electric, Water, Wastewater, and Solid Waste funds have been reduced compared to prior year forecasts. These revenue declines are being partially offset by operating budget reductions, the delay of growth related projects, and fewer revenue funded capital projects. However, all of the revenue decline cannot be mitigated, and as a result, rate increases are planned for the Water and Solid Waste funds. The Public Utilities Board (PUB) is still in the process of reviewing the budgets for these funds, and the FY 2010-11 proposed budget recommendations will be considered on June 28t' by the PUB. I want to again emphasize that the information discussed above is preliminary. Staff will be working over the next several weeks to finalize our projections, and as we obtain more data, we will keep the Council fully informed. I look forward to discussing this information in detail with you. If you have any questions, or need additional information, please let me know. EXHIBITS 1. 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' O ~ O O ~ ~ N ~ a~ W a~ co O - ~ ~ ~ M } ~ O NO N O r U w O O Lo a) O i CF) s M -0 O V E O •O O 3 0 0~ ~ o ~ ,o 3 0 3 O o o m a) o o N W 0 U- O Q ' N s'~ v LU 44- 0 c- 0-0 a) o o O LL w O V o J Lu se Cq LO ILZ :~E :~E N Oe ~ ~ W O N ~ O Op O O clq •O 0 O O N O D 00 } O O i O N 3 O E 3 N o a) ° O a) O s - V - ~ a) 0 O O 0 0 0 E O O O N O O O O V- V O i O .O O O N 4~ N V O O O N i O O a E •O cn O O O> O> s} O N D o- 0 O x o O } E E oc w V a l } V •N w Q ~ ~rv 9 _ Y Y e I ffi ~ 0 0 0 o N CN CSI 0 r- O N a O a ~ 0 0 0 0 CN CSI 0 r- o^f O a ~ 0 0 0 0 u M CN CSI 0 LO rl- u o` ~O O O a o 0 10- 0 o CV of CV CN CSI 0 O ' CV o- 0 C5 LL- 00 LO 0 0 0 0 L 0 CN CSI 0 p o- a) ~O O V o O 4 ~ a) V u a) Q N } ~ •O a ? 3 V O ~ a o ~ ~ o •N o a N ~ o ~a N N a } N (n Q .2= Q O T E a cn Q C~ 0 V 2 x O ~ Q ~ O O o _ p rl- 0 .o .O ~..v N 0 } O o } V o a) V) 0 N ` } } o } V N Q o > o } 4~ 00 44- V) V) L _ N_ Q V N 44- N ~ O O o E O s O V O 0 C'4 o ~ V I s N o - ~ I~ I s o~~ oQ 1 N Lo m M N N E E (lq 4- 0. 4- } Q Q i V~ V) o AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Planning and Development ACM: Fred Greene SUBJECT: (Gas Well Ordinance) Receive a report, hold a discussion, and give staff direction concerning: (1) proposed amendments to Subchapter 23 - Definitions - of the Denton Development Code (DDC); (2) proposed amendments to Subchapter 22 of the Denton Development Code (DDC) regarding gas well drilling and production; (3) proposed amendment to Subchapter 16 of the DDC regarding gas well development platting, (4) proposed amendments to the schedule of fees contained in Ordinance 2005-237 pertaining to gas well drilling and production within the City limits and the Extra Territorial Jurisdiction; and (5) hold a discussion, and give staff direction concerning the types of analytical testing that has been conducted at other gas well monitoring efforts within the Barnett Shale. BACKGROUND: On December 1, 2009, staff presented the findings that resulted from the research and analysis of gas well drilling and production ordinances from seven (7) neighboring cities (in addition to Denton) within the Metroplex. These cities included: Ft. Worth, Lewisville, Arlington, Weatherford, Corinth, Roanoke, and Flower Mound. The purpose of presenting the findings was to provide information to the City Council relative to how other cities are currently regulating gas well drilling and production, and to seek direction from the City Council regarding the standards that should be applied while amending the DDC as it applies to the regulation of gas well drilling and production. Subsequent to the presentation and discussion, the City Council directed staff to conduct further research and analysis of various questions that were raised during the presentation, and to report the findings of the additional questions at a future date. On April 20, 2010, staff presented the results of the additional research and analysis requested by the City Council during the December 1, 2009 work session. Staff also presented a spreadsheet that compared the gas well fees among the City and the aforementioned seven (7) cities. The information in the fee comparison demonstrated that Denton's fees were extremely low in contrast with the other cities, and that Denton was not assessing several relevant fees that the other cities were. As such staff recommended that the City's gas well permit fees should be increased, and that some additional fees should be assessed. At the conclusion of the April 20, 2010 work session, the City Council directed staff to move forward with amending the City's gas well ordinance, and to consider appropriate increase of relevant fees. The City Council also directed staff to provide information concerning the types of analytical testing that has been conducted at other gas well monitoring efforts within the 1 Barnett Shale, and to determine whether there were any testing requirements within other Metroplex ordinances concerning soil testing and ground water testing. Following the April 20, 2010 City Council work session, members of the City's management team including but not limited to City Manager George Campbell, Assistant City manager Howard Martin, Assistant City Manager Fred Greene, City Attorney Anita Burges, and various other department directors and representatives met and discussed the process and strategy by which staff would amend the City's current gas well ordinance. During the meeting, it was determined that due to the magnitude and complexity of the topic, it would be best to approach the task in two (2) phases. Phase I: It was determined that the first phase of the process would involve an initial amendment to the ordinance to address: (1) a revised Fee Schedule that would cover the cost to review the various applications associated with gas well drilling and production, and to also generate adequate revenue to sufficiently cover the salary and benefits of gas well inspection personnel; (2) revised decibel levels and the establishment of the requirement of a Noise Management Plan; (3) increase the minimum separation distance requirement between gas wells and "Protected Uses," active potable freshwater wells, and certain platted residential lots; (4) increase the minimum screening requirement between gas wells and protected uses; and (5), amend language governing Gas Well Development Plat and, Gas Well Permits. Phase II: The second phase of the process will be directed towards a comprehensive rewrite of the entire gas well ordinance. It is estimated that this process will take at least six (6) months to accomplish and will require consulting with various gas well experts. The following consultants are being considered at this time; however, this is likely not an all-inclusive list. • Gas Well Planning Issues (Terry Morgan, with possible input from oil and gas legal) • Gas Well Operational Issues - Operator Perspective (New Tech Engineering) • Gas Well Legal Environmental Issues (Martin Rochelle) • Gas Well Operational and Environmental Issues - Citizen Perspective/Advocate (unknown at this time) • City staff from various departments, including Kenny Banks, Mark Cunningham, Legal staff and others. Staff will conduct further discussions regarding Phase 11 of this project as we begin to move in that direction. DISCUSSION: The focus of this report is to present staff's recommendations regarding the subject matters enumerated under Phase I above, and to also address the City Council's request to provide information concerning the types of analytical testing that has been conducted at other gas well monitoring efforts within the Barnett Shale. 2 When appropriate, a marked-up version of the existing regulation with staff's recommended changes is presented. Existing text that is presented as ^+"ileet r-etig ' is recommended for deletion, while proposed text is presented in i . When appropriate, immediately following the marked-up version of the existing ordinance is a clean version presented in SMALL CAPITALIZED FONT. This delineation is consistent throughout this report. 1. Gas and Oil Drilling and Production Permit Fees: The current fee schedule for gas well drilling and production activities within the City's jurisdiction was approved by the City Council on September 6, 2005. Since that time (5 years), the cost-of-service including but not limited to the review of: gas well drilling and production applications; gas well plats; related insurance/indemnification and security documents; Specific Use Permits (SUP); and detail plans, in addition to performing gas well inspections and responding to citizen complaints has increased. Based on a recent cost-of-service analysis conducted by staff, the gas well drilling and production fees that were established in 2005 are inadequate to cover the cost to provide these services. For instance, per the analysis, it costs the City at a very minimum, two thousand dollars ($2,000) to review one (1) gas well plat with two (2) standard revisions; and five thousand dollars ($5,000) for gas well application that require City Council approval, such as an SUP. However, the City currently charges two hundred dollars ($200) plus an additional six dollars ($6) per acre to review a gas well plat, and fifteen hundred dollars ($1,500) and an additional sixty five dollars ($65) per acre to process and review a gas well application that requires an SUP. Further detail associated with the cost-of-service conducted by staff is attached as Exhibit 1. In addition, a fee comparison of eight (8) cities within the Metroplex (including Denton) demonstrated that Denton's fees are extremely low in comparison with the other cities, and that Denton is not assessing several relevant fees. Prior to April 2007, the City had a Gas Well Drilling and Production Coordinator who was responsible for managing, coordinating, and conducting field inspections of gas well drilling and production within the City and the ETJ. However, in April 2007, the position was vacated. This resulted in the delegation of the duties and responsibilities of this position among various City departments. According to information obtained from the City's Geographic Information (GIS) Division, there are currently two hundred and six (206) gas wells within the City (including one (1) oil well) and another one thousand and forty five (1,045) wells in the ETJ, totaling one thousand, two hundred and fifty one (1,251) wells that are under the City's jurisdiction. Over the past year, staff has evaluated the City's management, inspection, and review of gas well drilling and production activities for these 1,045 wells. The evaluation identified the need for more effective drilling and production oversight. As such, staff has concluded that it is timely and necessary to hire qualified gas well specialists to reassume the duties and responsibilities that were previously under the purview of the former Gas Well Drilling and Production Coordinator. There has been heightened public awareness and concerns due mostly to adverse impact that could potentially result from breathing hydrocarbons that are released during gas well drilling and production. This has lead to an increase in the amount of hours staff must spend responding to citizen complaint such as regular monitoring of sound meters on gas well sites, reviewing hazard mitigation plans, and conducting more than normal number of site monitoring to ensure compliance with various conditions of approval associated with gas well permits. These requests has also contributed to the need hire qualified gas well specialists who can more effectively and efficient respond to our citizens. Included in this report, are the proposed Phase I amendments to the DDC that were previously discussed. The proposed Code amendments will require additional reviews and site inspections not currently required, such as those pertaining to reviewing noise mitigation plans; conduct decibel readings and ensuring distance separation requirements of the proposed "Protected Uses," performing more frequent periodic inspections of gas well sites as required in Section 35.22.15 of the DDC; conducting administrative review of insurance, indemnification and security bond documents, and the review of road damage remediation agreements. The proposal to hire gas well specialists' is also based on a recent study of how other cities within the Metroplex efficiently and effectively manage their gas well drilling and production activities. For instance, the City of Fort Worth has five (5) personnel responsible for managing, coordinating, and conducting field inspections for approximately seventeen hundred (1,700) gas wells within their city. Ft. Worth's personnel comprise of one (1) Gas Well Management Development Administrator; two (2) Gas Well Inspectors; and two (2) Administrative Assistants. A recent discussion among various cities within the Metroplex, and staff s inquiries among gas well companies indicates that the City of Fort Worth has one of the most comprehensive requirements for gas well drilling and production. Ft. Worth is also regarded as one of the cities in the Metroplex with an efficient review and inspection process. Current and Proposed Fees: To improve the service associated with gas well drilling and production activities; recoup some of the cost associated with the review of gas well applications; and to generate revenue to cover the salaries and benefits of new personnel, staff is recommending increases to the current gas well review fees, and to add several additional fees. For instance, staff is recommending charging applicants one thousand, five hundred-dollar ($1,500) for an annual administrative and inspections fee. The purpose of the annual and administrative fees is to fund the cost-of-service of periodic inspections, and administrative duties associated with maintaining documents associated with gas well drilling and production. The fees and associated increases are provided in the table below. The fees that are presented in are new fees. 4 Activity Current Fees Proposed Fees d] 1'l,ir X210+' (O C ~,1~ \Vcll 1'l,it _Amcn~lmcnr ~~'~ii ~5uii ,itcr hc i Fiscal Impact: Planning staff is currently working with the Finance Department and will present information regarding fiscal impacts during the work session. II. Definitions: To eliminate potential ambiguity and/or to provide clarity to some of the proposed language that is being recommended by staff in lieu of, or in addition to existing regulation in the DDC, it is necessary to add the follow terms and their associated definitions to DDC 35.22.2 -Definitions, and DDC 35.23. Given that all of the following terms and definitions are new, they are presented as "Clean Version" in SMALL CAPS FONT. A. DDC 35.22.2 - Definitions CLEAN VERSION: 1. AMBIENT NOISE LEVEL. AN ALL-ENCOMPASSING NOISE LEVEL ASSOCIATED WITH A GIVEN ENVIRONMENT. A COMPOSITE OF SOUNDS FROM ALL SOURCES (EXCLUDING THE NOISE IN QUESTION AT THE LOCATION AND APPROXIMATE TIME AT WHICH A COMPARISON WITH THE NOISE IN QUESTION IS TO BE MADE. IN THIS CONTEXT, THE AMBIENT NOISE LEVEL CONSTITUTES THE NORMAL OR EXISTING LEVEL OF ENVIRONMENTAL NOISE AT A GIVEN LOCATION. THE AMBIENT NOISE LEVEL IS ESTABLISHED BY RECORDING SOUNDS FROM ALL SOURCES (EXCLUDING THE NOISE IN QUESTION OVER A CONTINUOUS SEVENTY-TWO (72) HOUR PERIOD AT THE LOCATION PRIOR TO DRILLING. THE SEVENTY-TWO (72) HOUR TIME SPAN SHALL INCLUDE AT LEAST ONE TWENTY-FOUR (24) HOUR READING DURING EITHER A SATURDAY OR SUNDAY. 2. COMMENCEMENT OF DRILLING ACTIVITIES. THE REFLECTION OF EITHER "SPUD WELL" OR "NIPPLE UP" THE BLOW OUR PROTECTORS (BOP) BY THE DRILLING 5 CONTRACTOR ON THE IADC-API DAILY DRILLING REPORT FORM MAINTAINED BY THE OPERATOR'S TOOL PUSHER ON THE PAT) SITE. 3 . COMPLETION OF DRILLING, RE LLLING AND RE-WORKING. THE DATE THE WORK IS -DR COMPLETED FOR DRILLING, RE-DRILLING, OR RE-WORKING, AND THE CREW IS RELEASED BY COMPLETING ITS WORK OR CONTRACTED BY ITS EMPLOYER. 4. DAYTIME. THE PERIOD FROM 7:00 AM TO 7:00 PM, MONDAY THROUGH FRIDAY; AND FROM 8:00 AM TO 5:00 PM, SATURDAYS AND SUNDAYS. 5. FLOWBACK THE PROCESS OF FLOWING A COMPLETED/FRACTURED WELL FOR THE PURPOSE OF RECOVERING WATER AND RESIDUAL SANI) FROM THE GAS STREAM PRIOR TO SENDING GAS DOWN A SALES LINE. 6. HABITABLE STRUCTURE. STRI_ CTt_ RES SUITABLE FOR HtjMJAN HABITATION OR OCCI_ PATION FOR NATIICH A CERTIFICATE OF OCCt_ PANCY OR FINAL INSPECTION CERTIFICATE IS REQUIRED, INCLi_IDING Bt_ TT NOT LIMITED TO SINGLE OR MULTI- FAMILY RESIDENCES, ACCESSORY Gi_ ESS HOi_ SES, HOTELS, CONDOMINIJ JM BUILDINGS, Pi BLIC BUILDINGS, AND BUILDINGS I_SED FOR COMMERCIAL OR INDI_ STRIAL PI_ RPOSES. A HABITABLE STRI_ CTt_ RE SHALL NOT INCLt_ DE NON-HABITABLE ACCESSORY BUILDINGS GARAGES AND SHEDS. 7. LIFT COMPRESSOR A DEVICE THAT RAISES THE PRESSURE OF A COMPRESSIBLE FLUID GAS OR OIL IN ORDER TO LIFT THE FLUID FROM THE WELL. 8. LINE COMPRESSOR. A DEVICE THAT RAISES THE PRESSURE OF A COMPRESSIBLE FLUID GAS OR OIL IN ORDER TO LIFT THE FLUID TO BE TRANSPORTED THROUGH A PEPELINE. 9. OPERATOR THE PERSON LISTED ON THE RAILROAD COMMISSION FORM W-IOR FORM P-4 FOR A WELL AS THE PERSON THAT IS, HAS APPLIED FOR, OR WILL BE ACTUALLY IN CHARGE AND IN CONTROL OF DRILLING, MAINTAINING, OPERATING, PUMPING, OR CONTROLLING ANY WELL OR PIPELINE INCLUDING WITHOUT LIMITATION, A UNIT OPERATOR. IF THE OPERATOR AS DEFINED HEREIN FOR ANY WELL IS NOT THE LESSEE OF ANY PREMISES AFFECTED BY THE PROVISIONS OF THIS SUBCHAPTER, THEN SUCH LESSEE SHALL ALSO BE DEEMED TO BE AN OPERATOR. IN THE EVENT THERE IS NO OIL AND GAS LEASE RELATING TO ANY PREMISES AFFECTED BY THIS SUBCHAPTER, THE OWNER OF THE FEE MINERAL ESTATE IN THE PREMISES SHALL ALSO BE DEEMED AN OPERATOR. 10. NIGHTTIME. THE PERIOD COMMENCING AT 7:00 PM AND ENDING AT 7:00 AM., MONDAY THROUGH FRIDAY AND FROM 5:00 PM TO 8:00 AM., SATURDAYS AND SUNDAYS. 11. PROTECTED UsE. ANY RESIDENCE, CHURCH, PUBLIC PARK, PUBLIC LIBRARY, HOSPITAL, OR SCHOOL. 12. RESIDENCE. A HOME, ABODE, OR PLACE WHERE AN INDIVIDUAL IS ACTUALLY LIVING AT A SPECIFIC POINT IN TIME. A STRUCTURE OR PART OF A STRUCTURE CONTAINING DWELLING UNITS OR ROOMING UNITS, INCLUDING SINGLE-FAMILY OR TWO-FAMILY HOUSES, MULTIPLE DWELLINGS, BOARDING OR ROOMING HOUSES, ELDERLY LIVING FACILITIES, APARTMENTS, OR DORMITORIES. 6 13. WORKOVER OPERATION. WORK PERFORMED IN A WELL AFTER ITS COMPLETION IN AN EFFORT TO SECURE PRODUCTION WHERE THERE HAS BEEN NONE, RESTORE PRODUCTION THAT HAS CEASED ORE INCREASE PRODUCTION. B. DDC 35.23 -Definitions CLEAN VERSION: 1. IMPROVEMENT (Pumic OR PRIVATE. ANY PHYSICAL MAN-MADE ADDITION WHICH BECOMES PART OF, IS PLACED UPON, OR IS AFFIXED TO ANY REAL PROPERTY OR ANY PART OF SUCH ADDITION INCLUDING BUT NOT LIMITED TO ANY BUILDING, STRUCTURE, BRIDGE, WORK OF ART, PARKING FACILITY, PUBLIC FACILITY, FENCE, GATE, WALL, STREETS AND ALL RELATED APPURTENANCES, UTILITIES, PEDESTRIAN WAYS, BIKEWAYS, EQUESTRIAN TRAILS, LANDSCAPING OR IRRIGATION, WHETHER INVOLVING THE SUBDIVISION OF LAND OR NOT. 2. PROJECT:' A SPECIFIC DEVELOPMENT ON AN IDENTIFIABLE PARCEL OF LAND. 3. PROJECT IMPROVEMENTS. SITE IMPROVEMENTS AND FACILITIES THAT ARE PLANNED AND DESIGNED TO PROVIDE FOR A PARTICULAR DEVELOPMENT PROJECT AND THAT ARE NECESSARY FOR THE USE AND CONVENIENCE OF THE OCCUPANTS OR USERS OF THE PROJECT. (BOISE On-, IDAHO) 4. PROJECT SITE. THAT PORTION OF ANY LOT, PARCEL, TRACT, OR COMBINATION THEREOF THAT ENCOMPASSES ALL PHASES OF THE TOTAL PROJECT PROPOSAL. III. Minimum Separation Requirements (Setback), and Duration of Gas Well Permit: Minimum Separation Requirements (Setbacks): Per Subsection 35.223.A of the DDC - Gas Well Drilling and Production "By Right": "The drilling and production of gas within the corporate limits of the City shall be permitted by right within the Rural Residential (RD-5), Rural Commercial (RC), Neighborhood Residential I (NR-1), Neighborhood Residential 2 (NR-2), Regional Center Commercial Neighborhood (RCC N), Regional Center Commercial Downtown (RCC 1)), Employment Center Commercial (EC-C), Employment Center Industrial (EC-I), Industrial Center Employment (IC E) and Industrial Center General (IC-G) Zoning Districts provided that no residential structure or place of assembly, institution or school exists no closer than five hundred feet (500) from the wellhead or within a previously platted residential subdivision where one or more lots have structures." In addition, Subsection 35.22.3.B. states: "The drilling andproduction of gas within the corporate limits of the City shall be permitted by right within the Rural Residential (RD-5), Rural Commercial (RC), Neighborhood Residential I (NR-1), Neighborhood Residential 2 (NR-2), Regional Center Commercial Neighborhood (RCCN), Regional Center Commercial Downtown (RCC 1)), Employment Center Commercial (EC-C), Employment Center Industrial (EC-I), Industrial Center Employment (IC-E) and Industrial Center General (IC-G) Zoning Districts i the property owner of a residential structure within two hundred and f ty feet (250) to five hundred feet (500) of the wellhead agrees in writing." 7 During staffs research of the seven (7) comparison cities in the Metroplex, it was discovered that three (3) cities: Weatherford, Roanoke, and Flower Mound currently a have a one thousand-foot (1,000') minimum separation requirement between gas wells and Protected Uses or freshwater wells. (See table below), '5(1 tccr 1,000 feet froin water supply well 1,000 feet 1,000 feet - 500 feet if the owner ht, m mineral interest in the gas well According to the City of Flower Mound's Gas Well Permit Coordinator, the City of Flower Mound was the subject of a legal suit that resulted from the denial of several variances relative to a gas well site, one of which was the 1,000-foot setback. However, the city prevailed in the law suit and the court upheld the city's ordinance. To aid with the mitigation of some of the potential negative impacts associate with gas well drilling and production such as noise, light, and air pollution; and to lessen the possibility of potable freshwater well contamination, staff recommends that Subsections 35.223.A and B be amended to increase the minimum separation distance between gas wells and any Protected Use (residence, church, public park, public library, hospital, or school), active potable freshwater wells, or a previously platted residential subdivision where one (1) or more lots have one (1) or more structures, from five hundred feet (500') to one thousand feet (1,000'). Except where more stringent separation distances are specified, the minimum separation distance between gas drilling or production, including gas wells, tanks, dehydrators, separators, mud pits, tank battery, etc., and all other uses or features shall be five hundred feet (500'). Staff also recommends that provisions be made available to reduce the above minimum separation distances to as low as fifty percent (50%) via the granting of a variance by the City's Zoning Board of Adjustment, or if all the property owners of an affected Protected Use(s), active potable freshwater wells, or a previously platted residential subdivision where one (1) or more lots have on (1) or structures within the anticipated reduced separation area, agree to the reduction via a notarized waiver. Duration of Gas Well Permit: It is anticipated that a large number of gas well permit applications will be submitted to the City with the intent to "vest" the right to commence gas well drilling and production without being subject to any of the more stringent regulations proposed herein. With this in mind, many area residents (including Denton's) have expressed their desire for their City Councils to impose a moratorium against gas well drilling and production until new regulations are adopted. While a few cities have recently imposed some form of moratorium, staff is not recommending that the Denton City Council take similar action at this time. As an alternative to a gas well drilling and production permit moratorium, staff 8 is recommending that the duration of a Gas Well Permit be reduced from one year (1) to six (6) months with an automatic expiration. If gas well drilling activities have commenced under a valid permit, the permit must be renewed annually. However, if gas well drilling activities have not commenced during the six (6) month life of the permit, the permit may not be extended, but shall automatically expire; however, the Operator may reapply for a new permit, subject to all requirements of the DDC, as amended. A marked-up version of the existing regulation with staff's recommended changes is presented immediately below. Existing text that is presented as str4' L4hr-oug is recommended for deletion, while proposed text is presented in . Immediately following the marked-up version of the existing ordinance is a clean version presented in SMALL CAPITALIZED FONT. This delineation is consistent throughout this report. 35.22.3 - Gas Well Drilling and Production "By Right" Marked-up Version: A. The drilling and production of gas within the corporate limits of the City shall be permitted by right within the Rural Residential (RD-5), Rural Commercial (RC), Neighborhood Residential 1 (NR-1), Neighborhood Residential 2 (NR-2), Regional Center Commercial Neighborhood (RCC-N), Regional Center Commercial Downtown (RCC-D), Employment Center Commercial (EC-C), Employment Center Industrial (EC-1), Industrial Center Employment (IC-E) and Industrial Center General (IC-G) Zoning Districts htindr-ed feet (5002) 48M the wellhead er- within a pf-evietisly pk4ted r-esidentift! stibdivisien where one or- mor-e lots hm,e stpdePdr-es and pr-ovided that the b and pr-oduetion of b meets following requirements: ~a. 9 4 5. All applicable standards forth in Section 35.22.5, Standard Conditions for Gas Well Drilling and Production. 6. An approved Gas Well Development Plat and a Road Damage Remediation Agreement are on file with the Director. 7. A Gas Well Permit has been issued by the Fire Marshal. 8. A Watershed Protection Permit has been issued for wells located in the Flood Fringe or other ESA's drilling B. The and pr-oduetion of b right Neighbefheed Residential 1 0a 14, Neighbor-hood Regional Neighber-heed b Center- Commer-eial (EG G4, Employment Center- industrial (EG 14, industrial Center- b owner- of a residential stmetur-e withia:~wa hundr-ed and fifty feet (250'4 to five hundr-ed feet meets the Seetion . thr-otigh. Stibehapter, C. A Gas Well Permit shall automatically tefminate unless & d, i€ drilling is not eommeneed within one year- of the date of the isstianee of the penil . A proof that the b ehafiged. ~ ali 1.... - +ke pern'~+ 11 1'c D. The current language in 35.22.3.13 and E will be retained. CLEAN VERSION' A. THE DRILLING AND PRODUCTION OF GAS WITHIN THE CORPORATE LIMITS OF THE CITY SHALL BE PERMITTED BY RIGHT WITHIN THE RURAL RESIDENTIAL (RD-5), RURAL COMMERCIAL (RC), NEIGHBORHOOD RESIDENTIAL 1 (NR-1), NEIGHBORHOOD RESIDENTIAL 2 (NR-2), REGIONAL CENTER COMMERCIAL NEIGHBORHOOD (RCC-N), REGIONAL CENTER COMMERCIAL DOWNTOWN (RCC-D), EMPLOYMENT CENTER COMMERCIAL (EC-C), EMPLOYMENT CENTER INDUSTRIAL (EC-1), INDUSTRIAL CENTER EMPLOYMENT (IC-E) ANT) INDUSTRIAL CENTER GENERAL (IC-G) ZONING DISTRICTS SUBJECT TO THE FOLLOWING REQUIREMENTS : 10 1. NO DRILLING OR PRODUCTION OF GAS OR OIL, INCLUDING GAS OR OIL WELLS, TANKS, DEHYDRATORS, SEPARATORS, MIJD PITS, TANK BATTERY, ETC., MAY BE LOCATED WITHIN ONE THOUSAND FEET (1,000') OF ANY PROTECTED USE, OR ACTIVE POTABLE FRESHWATER WELL, OR WITHIN ONE THOUSAND FEET (1,000 FEET OF ANY LOT WITHIN A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES. 2. EXCEPT WHERE MORE STRINGENT SEPARATION DISTANCES ARE SPECIFIED, THE MINIMUM SEPARATION DISTANCE BETWEEN GAS OR OIL DRILLING OR PRODUCTION, INCLUDING GAS OR OIL WELLS, TANKS, DEHYDRATORS, SEPARATORS, MUD PITS, TANK BATTERY, ETC. AND ALL OTHER USES OR FEATURES SHALL BE FIVE HUNDRED FEET (500'). 3. THE MINIMUM SEPARATION REQUIREMENT ESTABLISHED IN 35.22.3.A.1 AND 2 ABOVE MAY BE REDUCED VIA THE GRANTING OF A VARIANCE BY THE CITY'S ZONING BOARI) OF ADJUSTMENT, OR IF ALL THE PROPERTY OWNERS OF THE AFFECTED USES, ACTIVE POTABLE FRESHWATER WELLS, OR A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE (1) OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES WITHIN THE REDUCED SEPARATION AREA, AGREE TO THE REDUCTION VIA A NOTARIZED WAIVER AND THE NOTARIZED WAIVER IS ATTACHED TO THE PERMIT APPLICATION. NOTWITHSTANDING THE AFOREMENTIONED, THE SEPARATION REQUIREMENTS MAY NOT BE REDUCED TO LESS THAN FIFTY PERCENT (50%) OF THE MINIMUM REQUIREMENT. 4. DISTANCE SHALL BE MEASURED FROM THE GAS OR OIL WELL BORE, IN A STRAIGHT LINE, WITHOUT REGARDS TO INTERVENING STRUCTURES OR OBJECTS, TO THE CLOSEST EXTERIOR POINT OF ANY PROTECTED USE. 5. ALL APPLICABLE STANDARDS FORTH IN SECTION 35.22.5, STANDARD CONDITIONS FOR GAS WELL DRILLING AND PRODUCTION. 6. AN APPROVED GAS WELL DEVELOPMENT PLAT AND A ROAD DAMAGE REMEDIATION AGREEMENT ARE ON FILE WITH THE DIRECTOR. 7. A GAS WELL PERMIT HAS BEEN ISSUED BY THE FIRE MARSHAL. 8. A WATERSHED PROTECTION PERMIT HAS BEEN ISSUED FOR WELLS LOCATED IN THE FLOOD FRINGE OR OTHER ESA's B. A GAS WELL PERMIT IS VALID FOR SIX (6) MONTHS AND SHALL AUTOMATICALLY EXPIRE, UNLESS GAS WELL DRILLING ACTIVITIES HAVE COMMENCED PRIOR TO EXPIRATION. IF GAS DRILLING ACTIVITIES HAVE COMMENCED UNDER A VALID PERMIT, THE PERMIT SHALL BE RENEWED ANNUALLY, SUBJECT TO ALL ASSOCIATED FEES. C. IF A GAS OR OIL WELL PERMIT HAS BEEN ISSUED BY THE CITY BUT GAS WELL DRILLING ACTIVITIES HAVE NOT COMMENCED PRIOR TO THE EXPIRATION OF THE PERMIT, THE PERMIT SHALL NOT BE EXTENDED, BUT SHALL EXPIRE AUTOMATICALLY; HOWEVER, THE OPERATOR MAY REAPPLY FOR A NEW PERMIT, SUBJECT TO ALL REQUIREMENTS OF THE DDC, AS AMENDED. The current language in 35.22.3.13 and E will be retained. 11 IV. Screening: Per Subsection 35.22.5.2.n of the DDC - On-site Requirements: "All well heads, storage tanks, separation facilities or other mechanical equipment located within 500' of an adjacent residential property and not within a floodplain shall be screened from the residential property with a C high solid screen fence, good side facing the residential property. " Staff recommends that five hundred foot (500') separation distances between well heads, storage tanks, separation facilities or other mechanical equipment be increased to one thousand feet (1,000') for Protected Uses; that the minimum screening height be increased to eight feet (8') for all uses; and that the screening material be upgraded to a decorative opaque masonry wall. A marked-up version of the existing regulation with staff s recommended changes is presented immediately below. Existing text that is presented as ^+"ilec4 r-etig ' is recommended for deletion, while proposed text is presented in Immediately following the marked-up version of the existing ordinance is a clean version presented in SMALL CAPITALIZED FONT. This delineation is consistent throughout this report. 35.22.5.2.n - On-site requirements. Marked-up version: n All well heads, storage tanks, separation facilities or other mechanical equipment located within and not within a tloodplain, shall be screened from the r-esidenti the ith 4' hi,h solid ser-een nee, good side b CLEAN VERSION' n ALL WELL HEADS, STORAGE TANKS, SEPARATION FACILITIES OR OTHER MECHANICAL EQUIPMENT LOCATED WITHIN ONE THOUSAND FEET (1,000') OF ANY PROTECTED USE, OR ANY LOT WITHIN A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE (1) OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES, OR WITHIN FIVE HUNI)RED FEET (500') OF ALL OTHER USES OR FEATURES, AND NOT WITHIN A FLOODPLAIN, SHALL BE SCREENED FROM THE USES, LOTS OR FEATURES WITH AN EIGHT-FOOT (8') HIGH OPAQUE DECORATIVE MASONRY WALL, IF THE USE, LOT OR FEATURE PREEXISTED THE COMMENCEMENT OF GAS WELL DRILLING ACTIVITY. V. Noise Management Plan: One of the most frequent complains associated with gas well drilling and production is the noise associated with the activities. Per Subsection 35.22.5.A.1d of the DDC - Operations and Equipment Practices and Standards: `Internal combustion engines may be used in 12 drilling operations if they have mufflers that will reduce noise to not more than 90 decibels at any point 300 feet from the boundary of the drill site or operation site. " Six (6) of the cities studied by staff, specifically the City of Fort Worth, Lewisville, Arlington, Corinth, Roanoke, and Flower Mound require that the Gas Well Operator conduct a noise study prior to drilling activities. The noise study assists the cities to establish an Ambient Noise Level, which is used to set the baseline for noise levels for drilling operation. In addition to the noise study, the six (6) cities require a Noise Management Plan. Information contained in the Noise Management Plan demonstrates how the increases in noise level resulting from drilling operations will be mitigated. In addition to determining permitted noise levels based on the established Ambient Noise Level, the sampled cities also have maximum permissible noise levels for gas well drilling and production activities. These noise levels range from a minimum of seventy decibels (70dB) allowed by the City of Weatherford, to eighty five decibels (85dB) allowed by the City of Roanoke. The City of Roanoke maximum noise level is set at seventy eight decibels (78dB); however, the city allows maximum noise level of eighty five decibels (85dB) during fracturing operations. Denton Ft Worth Lewis ille Arlington 90dB at any point 300 Dependent on ambient Noise management Dependent on ft from the boundary noise level submitted plan is required; ambient noise level of the drill site or by noise study. however, noise cannot but not to exceed operation site. exceed 78dB unless the 78dB measured 300 ft ambient noise level is from boundaries of higher. the site. NN catherford Corinth Roanoke Hower Mound Noise level is not Dependent on the 78dB for production Noise management allowed to exceed results of Noise study. equipments allowed. study/plan is required; 70dB for combustion Sound level of 85dB is however, noise cannot exceed 70dB during engines. allowed during ing fracturing. drilling or production. According to the Department of Labor, the ninety decibels (90dB) permitted by 35.22.5.A.3.d is the typical sound level generated by a lawn mower or a chain saw. Constant exposure to this level of sound is considered a nuisance, and incompatible to Protected Uses or habitable structures. Therefore, staff recommends that Subsection 35.22.5.A.3.d be amended; new language be added as 35.22.5.A.31 that references the minimum noise mitigation standards established in a new subsection - 35.22.5.13 - Noise Management Plan; and that the current 35.22.5.13 becomes 35.22.5.C. A marked-up version of the existing regulation with staff's recommended changes is presented immediately below. Existing text that is presented as ^+"ilec4 r-etig ' is recommended for deletion, while proposed text is presented in . Immediately following the marker-up version of the existing ordinance is a clean version presented in SMALL CAPITALIZED FONT. This delineation is consistent throughout this report. 13 35.22.5.A.3.d of the DDC - Operations and Equipment Practices and Standards Marked-up Version: a. Internal combustion engines may be used in drilling operations. if they haN,e muffl er° boundafy of the drill " °iq site. Only electric motors shall be used for the purpose of pumping gas wells. k 14 Clean Version: d INTERNAL COMBUSTION ENGINES MAY BE USED IN DRILLING OPERATIONS. ONLY ELECTRIC MOTORS SHALL BE USED FOR THE PURPOSE OF PUMPING GAS WELLS. k. THE NOISE GENERATED FROM ANY GAS WELL DRILLING OR PRODUCTION SITE SHALL BE IN ACCORDANCE WITH THE REQUIREMENTS OF THE NOISE MANAGEMENT PLAN OUTLINED IN 35.22.5.B. Given that all of the following terms and definitions are new, they are presented as "Clean Version" in SMALL CAPS FONT. 35.22.5.B - NOISE MANAGEMENT PLAN GAS AND OIL WELL: 1. PRIOR TO THE ISSUANCE OF A GAS WELL PERMIT AND THE COMMENCEMENT OF OPERATIONS, THE OPERATOR SHALL SUBMIT A NOISE MANAGEMENT PLAN IN ACCORDANCE WITH THE REQUIREMENTS OF THIS SUBSECTION, DETAILING HOW THE EQUIPMENT USED IN THE DRILLING, COMPLETION, TRANSPORTATION, OR PRODUCTION OF A WELL COMPLIES WITH THE MAXIMUM PERMISSIBLE NOISE LEVELS OF THIS SECTION. THE NOISE MANAGEMENT PLAN MUST INCLUDE THE FOLLOWING: a IDENTIFY OPERATION NOISE IMPACTS; b PROVIDE DOCUMENTATION ESTABLISHING THE AMBIENT NOISE LEVEL PRIOR TO CONSTRUCTION OF ANY WELLHEAD, COMPRESSOR OR COMPRESSION FACILITY; AND C DETAIL HOW THE IIvIPACTS WILL BE MITIGATED. IN DETERMINING NOISE MITIGATION, SPECIFIC SITE CHARACTERISTICS SHALL BE CONSIDERED, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: i. NATURE AND PROXIMITY OF ADJACENT DEVELOPMENT, LOCATION, ANI) TYPE; ii. SEASONAL AND PREVAILING WEATHER PATTERNS, INCLUDING WIND DIRECTIONS; iii. VEGETATIVE COVER ON OR ADJACENT TO THE SITE; AND iv. TOPOGRAPHY. THE OPERATOR SHALL BE RESPONSIBLE FOR VERIFYING COMPLIANCE WITH THIS SECTION AND THE NOISE MANAGEMENT PLAN AFTER THE INSTALLATION OF THE NOISE GENERATION EQUIPMENT. 2. NO GAS WELL SHALL BE DRILLED, RE-DRILLED OR ANY EQUIPMENT OPERATED AT ANY LOCATION WITHIN THE CITY'S JURISDICTION IN SUCH A MANNER SO AS TO CREATE ANY NOISE WHICH CAUSES THE EXTERIOR NOISE LEVEL WHEN MEASURED FROM THE CLOSEST EXTERIOR POINT OF THE PROTECTED USE STRUCTURE THAT: a EXCEEDS THE AMBIENT NOISE LEVEL BY MORE THAN FIVE DECIBELS (5DB) DURING DAYTIME HOURS AND MORE THAN THREE DECIBELS (31)B) DURING NIGHTTIME HOURS; b EXCEEDS THE AMBIENT NOISE LEVEL BY MORE THAN TEN DECIBELS (10DB) OVER 15 THE DAYTIME AVERAGE AMBIENT NOISE LEVEL DURING FRACTURING OPERATIONS DURING DAYTIME HOURS. NO FRACTURING SHALL BE ALLOWED DURING NIGHTTIME HOURS EXCEPT FOR FLOWBACK OPERATIONS RELATED TO FRACTURING AS PROVIDED IN C. BELOW; 3. THE OPERATOR SHALL ESTABLISH AND REPORT TO THE CITY A CONTINUOUS SEVENTY- TWO (72) HOUR PRE-DRILLING AMBIENT NOISE LEVEL PRIOR TO THE ISSUANCE OF A GAS WELL PERMIT. THE SEVENTY-TWO (72) HOUR TIME SPAN SHALL INCLUDE AT LEAST ONE TWENTY-FOUR (24) HOUR READING DURING EITHER A SATURI)AY OR SUNDAY. THE OPERATOR SHALL USE THE PRIOR ESTABLISHED AMBIENT NOISE LEVEL FOR THE INSTALLATION OF ANY NEW NOISE GENERATION EQUIPMENT UNLESS THE OPERATOR CAN DEMONSTRATE THAT THE INCREASE IN THE AMBIENT NOISE LEVEL IS NOT ASSOCIATED WITH DRILLING AND PRODUCTION ACTIVITIES LOCATED EITHER ON OR OFF-SITE. 4. ADJUSTMENTS TO THE NOISE STANDARDS ASSET FORTH ABOVE IN SUBSECTION 1.a, b AND C OF THIS SECTION MAY BE PERMITTED INTERMITTENTLY IN ACCORDANCE WITH THE FOLLOWING: PERMITTED INCREASE DURATION OF INCREASE (DECIBELS) (MINUTES)* 10 5 15 1 20 LESS TFL-~N 1 JCL„11t;`L.-ITII E_1ILVL7ES DL;RI_N'GANI-O_VE HOL;R 5. ALL WORKOVER OPERATIONS SHALL BE RESTRICTED TO DAYTIME HOURS. 6. THE NOISE LEVEL GENERATED BY THE DRILLING, RE-DRILLING OR OTHER OPERATIONS OF ALL GAS WELLS LOCATED WITHIN ONE THOUSAND FEET (1,000') FEET OF A PROTECTED USE SHALL BE CONTINUOUSLY MONITORED TO ENSURE COMPLIANCE. THE COST OF SUCH MONITORING SHALL BE BORNE BY THE OPERATOR. IF A COMPLAINT IS RECEIVED BY EITHER THE OPERATOR OR THE CITY FROM ANY PROTECTED USE, THE OPERATOR SHALL, WITHIN TWENTY-FOUR (24) HOURS OF NOTICE OF THE COMPLAINT, CONTINUOUSLY MONITOR THE EXTERIOR NOISE LEVEL GENERATED BY THE DRILLING, RE-DRILLING OR OTHER OPERATIONS FOR A SEVENTY-TWO (72) HOUR PERIOD TO ENSURE COMPLIANCE. AT THE REQUEST OF THE CITY, THE OPERATOR SHALL MONITOR THE EXTERIOR NOISE LEVEL AT THE SOURCE OF THE COMPLAINT AND PROVIDE THE RESULTS TO THE CITY IN A FORMAT ACCEPTABLE TO THE CITY. 7. ACOUSTICAL BLANKETS, SOUND WALLS, MIJFFLERS OR OTHER ALTERNATIVE METHODS AS APPROVED BY THE CITY MAY BE USED TO ENSURE COMPLIANCE. ALL SOUNDPROOFING SHALL COMPLY WITH ACCEPTED INDUSTRY STANDARDS AND BE SUBJECT TO APPROVAL BY THE CITY'S FIRE DEPARTMENT. 8. THE SOUND LEVEL METER USED IN CONDUCTING NOISE EVALUATIONS SHALL MEET THE AMERICAN NATIONAL STANDARD INSTITUTE'S STANDARD FOR SOIJNI) METERS OR AN INSTRUMENT AND THE ASSOCIATED RECORDING AND ANALYZING EQUIPMENT WHICH WILL PROVIDE EQUIVALENT DATA. 9. IF THE OPERATOR IS NOT IN COMPLIANCE WITH THE APPROVED NOISE MANAGEMENT PLAN, THE OPERATOR WILL BE GIVEN TWENTY-FOUR (24) HOURS FROM NOTICE OF NON- 16 COMPLIANCE TO CORRECT THE VIOLATION BEFORE A CITATION IS ISSUED. ADDITIONAL EXTENSIONS OF THE TWENTY-FOUR (24) HOUR PERIOD MAY BE GRANTED IN THE EVENT THAT THE SOURCE OF THE VIOLATION CANNOT BE IDENTIFIED AFTER REASONABLE DILIGENCE BY THE OPERATOR. COMPRESSOR STATION - NATURAL GAS FACILITIES 10. COMPRESSOR NOISE REGULATION a FOR PURPOSES OF THIS SUBSECTION, "OPERATOR" SHALL REFER TO EITHER THE PIPELINE OPERATOR OR THE GAS OR OIL WELL OPERATOR, AS APPLICABLE: L MAXIMUM PERMITTED SOLM) LEVELS FOR ALL PERMANENT LIFT OR LINE COMPRESSORS SHALL BE LIMITED BY THE FOLLOWING LAND-USE CATEGORIES: ZONING CLASSIFICATIONS MAXIMUM PERMITTED SOUND LEVELS RESIDENTIAL 55DB DAY/50DB NIGHT CO I IERCIAL 65DB DAY/55DB NIGHT INDtTSTRIAL 75DB DAY/65DB NIGHT IF THE MEASUREMENT LOCATION IS ON A BOUNDARY BETWEEN TWO (2) DIFFERENT LAND USE CATEGORIES, THE LOWER NOISE LEVEL STANDARD SHALL APPLY. 11. THE OPERATOR SHALL BE ALLOWED TO DEMONSTRATE THAT THE CURRENT ACTUAL AMBIENT IS GREATER THAN ALLOWED WHICH WILL BECOME THE NEW AMBIENT FOR THAT LOCATION, EXCEPT IF LOCATED IN RESIDENTIAL ZONING, A SPECIAL EXCEPTION GRANTED BY THE BOARD OF ADJUSTMENT SHALL BE REQUIRED. 111. NOISE MEASUREMENT WILL BE TAKEN AT THE PROPERTY LINE OF THE COMPRESSOR STATION TO DETERMINE AMBIENT NOISE LEVELS. 1V. COMPRESSORS SHALL MEET THE LOW AND HIGH FREQUENCY REQUIREMENTS/STANDARDS AS REQUIRED FOR GAS WELLS CITED ABOVE. 11. LIFT COMPRESSOR a THE LOCATION OF LIFT COMPRESSORS SHALL BE RESTRICTED TO THE GAS DRILL PAT) SITE. b EXCEPT AS OUTLINED BELOW, LIFT COMPRESSORS SHALL BE REQUIRED TO MEET ALL THE NOISE STANDARDS OF THIS SUBSECTION: 1. TEMPORARY LIFT COMPRESSORS FOR EACH WELL SHALL BE CLASSIFIED AS TEMPORARY FOR SIX (6) MONTH FOR NOISE REGULATION PURPOSES AND SHALL BE ALLOWED FIVE DECIBELS (51)B) OVER AMBIENT DURING THE DAY AND THREE DECIBELS (3DB) OVER AMBIENT AT NIGHT; 11. NO COMPRESSOR SHALL BE CONSIDERED TEMPORARY IF INSTALLED WITHIN SIX (6) MONTHS OF REMOVAL OF THE INITIAL COMPRESSOR FOR THAT WELL; 17 iii. PERMANENT LIFT COMPRESSORS SHALL BE REQUIRED TO MEET THE ZONING NOISE REQUIREMENTS FOR THEIR ZONING LOCATION AS OUTLINED IN SUBSECTION 10 ABOVE; iv. SOtM) BLANKETS SHALL BE PERMITTED FOR NOISE ABATEMENT ON TEMPORARY LIFT COMPRESSORS; AND v. No SOUND BLANKETS SHALL BE PERMITTED FOR PERMANENT LIFT COMPRESSORS. ALL ACOUSTICAL STRUCTURES FOR PERMANENT COMPRESSORS MUST BE CONSTRUCTED OF PERMANENT MATERIAL SUCH AS METAL, MASONRY OR OTHER STRUCTURALLY SOUND MATERIAL THAT SIGNIFICANTLY SCREENS THE EQUIPMENT AS APPROVED BY THE DIRECTOR OF PLANNING ANT) DEVELOPMENT. VI. Gas Well Development Plats: The standards and minimum requirements associated with gas well development platting are currently located in DDC 35.16.19. Staff recommends that this section be relocated as a section within Subchapter 22; specifically, staff recommends that it be relocated as DDC 35.22.18. Relocating this section will group together all the pertinent regulations governing gas drilling and production within one (1) Subchapter, which will make accessing the regulations more user-friendly. In addition to the relocation of the gas well platting section, staff is also recommending amendments to 35.16.19.D.8.c; and 35.16.19.E.1 and 2; add new language as 35.16.19.E.3; and retain the existing language in 35.16.19.E.3 as 35.16.19.E.4. A marked-up version of the existing regulation with staff's recommended changes is presented immediately below. Existing text that is presented as ^+"ilec4 r-etig ' is recommended for deletion, while proposed text is presented in . Immediately following the marker-up version of the existing ordinance is a clean version presented in SMALL CAPITALIZED FONT. 35.16.19 - Gas Well Development Plats Marked-up Version: 35.16.19.13.8. c. Show the location and use of all structures, within X80 €eet of the wellhead. 35.16.19.E. 1. A Gas Well Plat requiring a Watershed Protection Permit shall expire on the earlier of the below ~we-(2) year expiration date or upon the expiration of a Watershed Protection Permit. 18 2. If has not commenced, Gas Well Development Plat shall expire two (24 ye r° - - , 1 1` from the date that the Gas Well Development Plat i-s approved. The for one (1) six (6) month extension of the Gas prior to the expiration date. The r-eEttiest shall eeot o b e0sts inetir+ed to justify an o CLEAN VERSION: 35.16.19.13.8. C. SHOW THE LOCATION AND USE OF ALL STRUCTURES, THE LOCATION OF ALL ACTIVE POTABLE FRESHWATER WELLS, AND THE LOCATION OF ALL LOTS WITHIN A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE (1) OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES WITHIN ONE THOUSAND FEET (1,000') OF THE WELLHEAD. 35.16.19.E. 1. A GAS WELL PLAT REQUIRING A WATERSHED PROTECTION PERMIT SHALL EXPIRE ON THE EARLIER OF THE BELOW ONE (1) YEAR EXPIRATION DATE OR UPON THE EXPIRATION OF A WATERSHED PROTECTION PERMIT. 2. IF GAS WELL DRILLING OR PRODUCTION HAS NOT COMMENCED, THE ASSOCIATED GAS WELL DEVELOPMENT PLAT SHALL EXPIRE ONE (1) YEAR FROM THE DATE THAT THE GAS WELL DEVELOPMENT PLAT WAS APPROVED. THE GAS WELL DEVELOPMENT PLAT MAY BE EXTENDED FOR ONE (1) SIX (6) MONTH EXTENSION PRIOR TO THE EXPIRATION DATE. HOWEVER, AN EXTENSION FOR A GAS WELL DEVELOPMENT PLAT MAY NOT BE GRANTED BY THE CITY, UNLESS THE OPERATOR ALSO APPLIES FOR, AND A NEW WATERSHED PROTECTION PERMIT IS APPROVED BY THE CITY. 3. UPON EXPIRATION OF A GAS WELL DEVELOPMENT PLAT WHERE GAS OR OIL DRILLING ACTIVITY HAS NOT COMMENCED, THE APPLICANT MAY REAPPLY FOR A NEW GAS WELL DEVELOPMENT PLAT, SUBJECT TO ALL REQUIREMENTS OF THE DDC, AS AMENDED. Retain existing 35.16.19.E.3 as 35.16.19.E.4. VII. Gas Well Testing for Air, Water and Soils: As previously mentioned, the City Council directed staff to provide information concerning the types of analytical testing that has been conducted at other gas well monitoring efforts within the Barnett Shale, during the April 20, 2010 work session. Although these discussions initially focused on the issue of air quality testing that had been conducted at 19 Dish, Texas, Council also asked staff to determine whether there were any testing requirements within other metroplex ordinances concerning soil testing and ground water testing. Staff has compiled the following information in response to these requests. Air Quality: The tests conducted in Dish, Texas on August 17, 2009 centered on the use of the EPA TO- 14 (Toxic Organic compounds) method. This method specifies analyses for 40 different types of volatile organic compounds. The Dish analyses also included methods for Tentatively Identified Compounds (commonly referred to as TIC) that were also detected during the TO-14 analyses at the lab. As a brief general summary, a TIC is a compound that the laboratory instrument has not been calibrated to detect for the particular analytical run. However, the instrument can use a software based library to match results from uncalibrated compounds to known results from the library. Depending on the compounds present, results can be "no match", "partial match" (unknown benzene compound, for example) or "positive identification" (1,2,4 trimethylbenzene for example). However, since the instrument was not calibrated for these compounds, they are flagged as estimates that are based on the compounds response compared to a known response from the library. As stated, the EPA TO-14 method parameter list contains 40 parameters. These parameters are: Dichlorodifluoromethane (Freon 12); Chloromethane 1,2-Dichloro- 1, 1,2,2- tetrafluoroethane (Freon 114); Vinyl Chloride; Bromomethane; Chloroethane; Trichlorofluoromethane (Freon 11); 1,1-Dichloroethene; Methylene Chloride; trans-1,2- Dichloroethene; Trichlorotrifluoroethane (Freon 113); 1,1-Dichloroethane; cis-1,2- Dichloroethene; Chloroform; 1,2-Dichloroethane; 1, 1, 1 -Trichloroethane; Benzene; Carbon Tetrachloride; 1,2-Dichloropropane; Trichloroethene; cis-1,3-Dichloropropene; trans-1,3- Dichloropropene; 1,1,2-Trichloroethane; Toluene; 1,2-Dibromoethane; Tetrachloroethylene; Chlorobenzene; Ethylbenzene; m-Xylene; p-Xylene; Styrene; 1,1,2,2- Tetrachloroethane; o-Xylene; 1,3,5-Trimethylbenzene; 1,2,4-Trimethylbenzene; 1,3- Dichlorobenzene; 1,2-Dichlorobenzene; 1,4 Dichlorobenzene; 1,2,4-Trichlorobenzene; and Hexachloro-l,3-Butadiene. The Dish study also analyzed "fixed gases", which included oxygen, nitrogen, carbon monoxide, methane, and carbon dioxide. Additional Air Quality Testing - the Texas Commission on Environmental Quality (TCEQ) Fort Worth Study: The TCEQ has conducted several studies of air quality within Fort Worth, specifically for the purpose of analyzing possible impacts from gas well development and production. It is important to note that the air quality studies done in Fort Worth have analyzed a large list of compounds, mainly because the TCEQ is using a mobile, real time testing device that can rapidly collect and analyze air quality data. However, in the research reports that summarized the results of these sampling efforts, the TCEQ has stated that the primary analytical target compounds for the studies were benzene and carbon disulfide. Water wells: The Cities of Fort Worth, Flower Mound, and Southlake have requirements for pre and post drilling sampling of all water wells within a prescribed distance of the gas wellhead. 20 Currently, this distance is five hundred feet (500') for Fort Worth, one thousand feet (1,000') Flower Mound, and two thousand feet (2,000') for Southlake. Testing is done at the gas well operator's expense, and involves testing of flow as well as chemical constituents. Both the Flower Mound and Southlake ordinances specify a list of constituents for testing, but there is no language to address what occurs if there is evidence of an impact, or any specifications on how an "impact" to the water well can be demonstrated. From the Flower Mound ordinance (this ordinance contains the same language as Southlake except for setback distance requirements): A The operator of a gas well shall provide the oil and gas inspector with a "pre-drilling" and "post-drilling" water analysis and flow rate from any existing fresh water well within one thousand feet (1,000') of the gas well. B Such water tests shall conform to the following testing requirements: 1. Water samples must be collected and analyzed utilizing proper sampling and laboratory protocol from a United States Environmental Protection Agency or Texas Commission on Environmental Quality approved laboratory. 2. Well samples shall be analyzed prior to any drilling activity to document baseline water quality data of the well. A post-drilling sample shall be analyzed within three (3) months after the drilling begins. 3. Parameters to be tested for include but are not limited to: methane, chloride, sodium, barium, and strontium. C If it is found that the fresh water well is no longer in use and without possibility of future use or if the fresh water well owner objects to having the water well tested, the owner of the fresh water well may waive the right to have the applicant test the water by detailing the reason the fresh water well owner has waived his right to water well testing in a notarized document. Soil: The Flower Mound ordinance has language that addresses soil contamination assessments via testing, although the requirement of testing is dependent on the discretion of the oil and gas inspector and is not mandatory. Although the Flower Mound ordinance specifies a list of concentrations that results will be compared to, there is no language in the code that defines what constitutes evidence of contamination. From the current Flower Mound Code: Soil Sampling: If reserve pits, completion/workover pits, drilling fluid disposal pits, fresh makeup water pits, gas plant evaporation/retention pits, mud circulation pits, washout pits, or water condensate pits are constructed, operated, or maintained on the drill or well site and are not stored above ground in tanks, the oil and gas inspector shall have the discretion to require the well operator to perform a soil contamination assessment. 21 1. The following Texas-specific median background concentrations for metals shall be used to determine contamination of existing environmental media, including, but not limited to, soils (including non-waste fill materials), groundwater, surface water, sediments, or a mixture of such materials with liquids, sludges, gases, or solids, including hazardous waste which is inseparable by simple mechanical removal processes, and is made up primarily of natural material (see table below): \nhmun~ lrxn it ~.`t li,irium ~t li i l;~r~llium 1.~ To r, d C-hromiwn 30 GbAr i :~hh~r 1 I lu~>rin~1 ~>i ~ Ir~n 1~,~uui 1.rt~1 ~1«d ti~lcn ium ~ ~rr~nhum 1 ~ u ~ l1r.illium /.inr 2. If a soil contamination assessment is required by the oil and gas inspector, it shall be conducted prior to refilling, backfilling, modifying, deactivating, or abandoning any reserve pit, completion/workover pit, drilling fluid disposal pit, fresh makeup water pit, gas plant evaporation/retention pit, mud circulation pit, washout pit, or water condensate pit located on the oil and gas operation site. 3. The soil contamination assessment shall be completed with all data, results, documentation, and/or reports provided to the oil and gas inspector within thirty (30) days once drilling operations have been completed and all pits have been de- watered and inactive. 4. The operator shall perform a soil contamination assessment through the collection and analysis of a sufficient number of samples from environmental media to reliably characterize the nature and degree of contaminant metals in the drill site, as well as the horizontal and vertical extent of the contaminant metals in soil and 22 groundwater, which equals or exceeds the median background concentration levels listed above. 5. At a minimum, a soil contamination assessment shall consist of no less than five (5) sample locations. A minimum of two (2) samples shall be taken from within the pit and below the average water pool level. A minimum of two (2) samples shall be taken down grade, and, if applicable, in the direction of the nearest surface water source from the pit. All surface water sources located within three hundred feet (300') of the pit shall have at a minimum one (1) sediment sample taken and analyzed pursuant to the median background concentrations listed above. EXHIBITS: 1. Details Cost-of-Service 2. Combined DDC amendments OPTIONS 1. Direct staff to proceed with the proposed amendments. 2. Direct staff to take another direction. Prepared and Respectfully submitted by: Mark Cunningham, AICP, CPM Director of Planning and Development 23 Gas Well Plat Distribution and Review (Planning) Hour per Total Salary Total Service Type Service Service Hours Amount Cost nd ~,~t ~,tv~~ Application processing (copies, fees, distribution time) 1.00 Receive and Review Road Remediation Agreement and Insurance Bonds 0.50 Intemediary between Legal and City Secretary for Road Remediation Agreements and Insurance Bonds 0.25 File Creation 0.251 1 2.00 $32.53 $65.06 Pare„ Project Review 1.00 DRC Discussion 0.50 Create Review Comments 0.25 DRC Meeting Preparation 0.25 DRC Meeting with Applicant 0.50 Site Visit 1.00 Coordinate with other depts, follow up on action plans 0.25 Send Approval Letter 0.25 4.00 542.30 $169.20 U'„i~ I'orstrr ! S~cvcY) Site Visit 1.00 $37.38 $37.38 1.00 Or, Drom t it A- d krv cw'- Building Inspections (Rodney Patterson) 1.00 $49.60 $49.60 Real Estate (Mark Laird or Doreen Blackstone) 1.00 $34.84 $34.84 Fire (Dean Bray) 2.00 $47.72 $95.44 Water Administration (Deborah Vierra) 1.00 $42.65 $42.65 Streets (Keith Gabbard) 1.00 $62.61 $62.61 Tree Code (E.J. Cochrum) 1.50 $37.38 $56.07 DRC Engineer (Earl Escobar) 0.75 $52.54 $39.41 DRC Water/Wastewater Engineer (Jim Jenks) 0.75 $51.44 $38.58 9.00 Or, Drtoa t it Ad t itvc co i t,i its N cw of Lx -t 1,7 L urit~ w t i Rai L t,jtc 0 ,0 S3L_ $16.27 O.SO Wastewater Division Manager (P.S. Arora) 0.50 $88.53 $44.27 DRC Engineer (Earl Escobar) 0.50 $54.54 $27.27 DRC Water/Wastewater Engineer (Jim Jenks) 0.50 $51.44 $25.72 Streets (Keith Gabbard) 0.50 $62.61 $31.31 Drainage Manager (Clark Rosendahl) 0.50 $52.61 $26.31 Traffic Operations Manager (Curt Arndt) 0.50 $48.75 $24.38 Water Division Manager (Tim Fisher) 0.50 $66.76 $33.38 Water Distribution Systems Manager (Kelvin Pryor) 0.50 $52.81 $26.41 Water Meter Cross Cn Control Manager (Dan Kirkle) 0.50 $52.90 $26.45 Wastewater Collections Manager (Justin DeVinney) 0.50 $46.02 $23.01 5.00 Ot'ur D,%od t^ir it DRC I-,t,,..~a Building Inspections (Rodney Patterson) 0.50 $49.60 $24.80 Real Estate (Mark Laird or Doreen Blackstone) 0.50 $34.84 $17.42 Fire (Dean Bray) 0.50 $47.72 $23.86 Water Administration (Deborah Vierra) 0.50 $42.65 $21.33 Streets (Keith Gabbard) 0.50 $62.61 $31.31 Tree Code (E.J. Cochrum) 0.50 $37.38 $18.69 DRC Engineer (Earl Escobar) 0.50 $52.54 $26.27 DRC Water/Wastewater Engineer (Jim Jenks) 0.50 $51.44 $25.72 DRC Administrator (Brian Lockley) 0.50 $71.43 $35.72 4.50 Hour per Total Salary Total Service Type Service Service Hours Amount Cost DRC M(,(,t AV t i /Vi, c,i it Building Inspections (Rodney Patterson) 0.50 $49.60 $24.80 Real Estate (Mark Laird or Doreen Blackstone) 0.50 $34.84 $17.42 Fire (Dean Bray) 0.50 $47.72 $23.86 Water Administration (Deborah Vierra) 0.50 $42.65 $21.33 Streets (Keith Gabbard) 0.50 $62.61 $31.31 Tree Code (E.J. Cochrum) 0.50 $37.38 $18.69 DRC Engineer (Earl Escobar) 0.501 1 $52.54 $26.27 DRC Water/Wastewater Engineer (Jim Jenks) 0.50 $51.44 $25.72 DRC Administrator (Brian Lockley) 0.50 $71.43 $35.72 4.501 1 Stc~t Road Remediation Agreements and Insurance Bonds 1.001 1 $62.61 $62.61 1 tc~aLegal Admin assistance with Road Remediation Agreements and Insurance Bonds 1.00 $34.58 $34.58 Legal Attorney Road Remediation Agreements and Insurance Bonds 1.00 $87.66 $87.66 2.00 Cty S~cetaV Filing Road Remediation Agreements and Insurance Bonds 0.25 0.25 $49.97 $12.49 $1,643.14 RESUBMITTAL (Upto 2 Additional Reviews) nra ~,~t ~,tv~~ Application resubmittal (copies, distribution) 0.501 1 $32.53 $16.27 0.501 1 $0.00 Resubmittal Review 0.50 $42.30 $21.15 0.501 1 $0.00 Wastewater Division Manager 0.25 $88.53 $22.13 DRC Engineer 0.25 $54.54 $13.64 DRC Water/Wastewater Engineer 0.25 $51.44 $12.86 Streets 0.25 $62.61 $15.65 Drainage Manager 0.25 $52.61 $13.15 Traffic Operations Manager 0.25 $48.75 $12.19 Water Division Manager 0.25 $66.76 $16.69 Water Distribution Systems Manager 0.25 $52.81 $13.20 Water Meter Cross Cn Control Manager 0.25 $52.90 $13.23 Wastewater Collections Manager 0.25 $46.02 $11.51 2.50 OtD,-,,i t AA- 1 d Rcvcw~ Building Inspections 0.25 $49.60 $12.40 Real Estate 0.25 $34.84 $8.71 Fire 0.25 $47.72 $11.93 Water Administration 0.25 $42.65 $10.66 Streets 0.25 $62.61 $15.65 Tree Code 0.25 $37.38 $9.35 DRC Engineer 0.251 1 $52.54 $13.14 DRC Water/Wastewater Engineer 0.251 1 $51.44 $12.86 2.00 $276.35 Hour per Total Salary Total Service Type Service Service Hours Amount Cost Gas Well Permits (Building Inspection) nd^i~~tatvc 1, roc a 1d D 3 ,,.it P .,,1 t 5 i ^i -o 1 $19.25 Review Drilling Packet, getting permit ready and talking with the applicant 3.00 Site Inspection 1.00 Taking Complaints 2.00 Working Complaints 2.00 8.00 $42.53 $340.24 TOTAL HOURS with 1 Revision 47.25 $2,259.73 Gas Well Specific Use Permit Distribution and Review (Planning) Hour per Total Salary Total Service Type Service Service Hours Amount Cost nd ~,~t ~,tv~~ Application processing (copies, fees, distribution time) 1.00 File Creation 0.25 P&Z Packet Creation 0.50 1.75 $32.53 $56.93 P; Planner Administrative Time (Send Ietterto app, etc.) 0.25 Project Review 1.50 Create Review Comments 0.50 DRC Meeting Preparation 0.50 Coordinate with other depts, follow up on action plans 3.00 P&Z Neighborhood Meeting Prep 0.50 P&Z Neighborhood Meeting 2.00 Prepare/mail notices for P&Z Hearing 4.00 Write P&Z Staff Report 8.00 Post signs/Take site photos 2.00 Correct Staff Report 1.00 Preparation for P&Z Meeting 1.00 P&Z Meeting 2.50 Misc meeting followup, app consultation and POD Calls 10.00 Draft CC Ordinance 1.00 Applicant Update 0.50 CC Newspaper Notice 0.50 CC Backup Prep 1.00 Update CC Presentation 0.50 CC Meeting 2.00 Update TraklT, close out file, pick up signs 3.00 45.25 $42.30 $1,914.08 U',ci~ I'o~strr ! S~cvcY) Site Visit 1.00 $37.38 $37.38 1.00 L~F; i ,Ntia,:~rV) Legal Consultation w/ Applicant, Mineral Rights Review and Addressing Citizen Concerns 10.00 Review Ordinance 1.00 Staff Report Review 1.00 Public Notice Review for P&Z 0.50 Public Notice Review for CC 0.50 13.00 $74.48 $968.24 LcL;;i (Ad ^i i -t A vc) Corrections to Ordinance 0.50 0.,0 537._,S $17.29 GIS Creating 200' and 500' Notice Maps and Address Databases 2.00 Updating Maps, Analysis 0.50 2.50 $39.80 $99.50 M; Review P&Z Newspaper Notice 0.25 Review P&Z Staff Report 0.50 Review P&Z Packet 0.50 Review CC Newspaper Notice 0.25 Review CC Staff Report 0.25 Meeting with Applicants and Citizen Responses 5.001 1 6.75 $55.50 $374.63 D~ icto~ Review P&Z Staff Report 0.50 Attend P&Z Meeting 1.00 Review CC Staff Report 0.25 CC Meeting 1.00 Meeting with Applicants Citizen Responses 5.00 7.75 $83.60 $647.90 Hour per Total Salary Total Service Type Service Service Hours Amount Cost Or, Dr om t it A-, d Rcv (w'- Building Inspections 0.50 $49.60 $24.80 Real Estate 0.50 $34.84 $17.42 Fire 0.50 $47.72 $23.86 Water Administration 0.50 $42.65 $21.33 Streets 0.50 $62.61 $31.31 Tree Code 0.50 $37.38 $18.69 DRC Engineer 0.50 $52.54 $26.27 DRC Water/Wastewater Engineer 0.50 $51.44 $25.72 4.00 Or, Droa t itAd satyr co i t,, its N v, w of Lx -t 1,7 L u^it~ w t i R~ i L t,jt,' S3L_ $0.00 L,~;.u,~,.-~@, ~''-DRC Wastewater Division Manager 0.50 $88.53 $44.27 DRC Engineer 0.50 $54.54 $27.27 DRC Water/Wastewater Engineer 0.50 $51.44 $25.72 Streets (Keith Gabbard) 0.50 $62.61 $31.31 Drainage Manager 0.50 $52.61 $26.31 Traffic Operations Manager 0.50 $48.75 $24.38 Water Division Manager 0.50 $66.76 $33.38 Water Distribution Systems Manager 0.50 $52.81 $26.41 Water Meter Cross Cn Control Manager 0.50 $52.90 $26.45 Wastewater Collections Manager 0.50 $46.02 $23.01 5.00 OtD,%od t^ir it DRC I A,, Building Inspections 0.50 $49.60 $24.80 Real Estate 0.50 $34.84 $17.42 Fire 0.50 $47.72 $23.86 Water Administration 0.50 $42.65 $21.33 Streets 0.50 $62.61 $31.31 Tree Code 0.50 $37.38 $18.69 DRC Engineer 0.50 $52.54 $26.27 DRC Water/Wastewater Engineer 0.50 $51.44 $25.72 DRC Administrator 0.50 $71.43 $35.72 4.50 Hour per Total Salary Total Service Type Service Service Hours Amount Cost DRC M(,(,t AV t i /Vi, c,i it Building Inspections 0.50 $49.60 $24.80 Real Estate 0.50 $34.84 $17.42 Fire 0.50 $47.72 $23.86 Water Administration 0.50 $42.65 $21.33 Streets 0.50 $62.61 $31.31 Tree Code 0.50 $37.38 $18.69 DRC Engineer 0.50 $52.54 $26.27 DRC Water/Wastewater Engineer 0.50 $51.44 $25.72 DRC Administrator 0.50 $71.43 $35.72 4.50 Total Hours 96.50 $5,044.02 EXHIBIT 2 DDC 35.22.2 - Definitions AMBIENT NOISE LEVEL. AN ALL-ENCOMPASSING NOISE LEVEL ASSOCIATED WITH A GIVEN ENVIRONMENT. A COMPOSITE OF SOUNDS FROM ALL SOURCES (EXCLUDING THE NOISE IN QUESTION AT THE LOCATION AND APPROXIMATE TIME AT WHICH A COMPARISON WITH THE NOISE IN QUESTION IS TO BE MADE. IN THIS CONTEXT, THE AMBIENT NOISE LEVEL CONSTITUTES THE NORMAL OR EXISTING LEVEL OF ENVIRONMENTAL NOISE AT A GIVEN LOCATION. THE AMBIENT NOISE LEVEL IS ESTABLISHED BY RECORDING SOUNDS FROM ALL SOURCES (EXCLUDING THE NOISE IN QUESTION OVER A CONTINUOUS SEVENTY-TWO (72) HOUR PERIOD AT THE LOCATION PRIOR TO DRILLING. THE SEVENTY-TWO (72) HOUR TIME SPAN SHALL INCLUDE AT LEAST ONE TWENTY-FOUR (24) HOUR READING DURING EITHER A SATURDAY OR SUNDAY. COMMENCEMENT OF DRILLING ACTIVITIES. THE REFLECTION OF EITHER "SPUI) WELL" OR "NIPPLE UP" THE BLOW OUR PROTECTORS (BOP) BY THE DRILLING CONTRACTOR ON THE IADC-API DAILY DRILLING REPORT FORM MAINTAINED BY THE OPERATOR'S TOOL PUSHER ON THE PAT) SITE. COMPLETION OF DRILLING, RE-DRILLING AND RE-WORKING. THE DATE THE WORK IS COMPLETED FOR DRILLING, RE-DRILLING, OR RE-WORKING, AND THE CREW IS RELEASED BY COMPLETING ITS WORK OR CONTRACTED BY ITS EMPLOYER. DAYTIME. THE PERIOD FROM 7:00 AM TO 7:00 PM., MONDAY THROUGH FRIDAY; AND FROM 8:00 AM TO 5:00 PM, SATURDAYS AND SUNDAYS. FLOWBACK THE PROCESS OF FLOWING A COMPLETED/FRACTURED WELL FOR THE PURPOSE OF RECOVERING WATER AND RESIDUAL SANI) FROM THE GAS STREAM PRIOR TO SENDING GAS DOWN A SALES LINE. HABITABLE STRUCTURE. STRI_ CTt_ RES SUITABLE FOR HtjMJAN HABITATION OR OCCI_ PATION FOR NNTIICH A CERTIFICATE OF ()CCt_ PANCY OR FINAL INSPECTION CERTIFICATE IS REQUIRED, INCLt_IDING Bt- TT NOT LIMITED TO SINGLE OR MULTI FAMILY RESIDENCES, ACCESSORY Gi_ ESS HOi_ SES, HOTELS, CONDO~IINIT_ m BUILDINGS, PUBLIC BUILDINGS, AND BUILDINGS I_ SED FOR CO I\IERCIAL OR INDUSTRIAL Pt_ RPOSES. HABITABLE STRI_ CTI_ RE SHALL NOT INCLi_ DE NON-HABITABLE ACCESSORY BUILDINGS GAR-IGES AND SHEDS. LIFT COMPRESSOR A DEVICE THAT RAISES THE PRESSURE OF A COMPRESSIBLE FLUID GAS OR OIL IN ORDER TO LIFT THE FLUID FROM THE WELL. LINE COMPRESSOR. A DEVICE THAT RAISES THE PRESSURE OF A COMPRESSIBLE FLUID GAS OR OIL IN ORDER TO LIFT THE FLUID TO BE TRANSPORTED THROUGH A PEPELINE. OPERATOR THE PERSON LISTED ON THE RAILROAD COMMISSION FORM W-IOR FORM P- 4 FOR A WELL AS THE PERSON THAT IS, HAS APPLIED FOR, OR WILL BE ACTUALLY IN CHARGE AND IN CONTROL OF DRILLING, MAINTAINING, OPERATING, PUMPING, OR CONTROLLING ANY WELL OR PIPELINE INCLUDING WITHOUT LIMITATION, A UNIT OPERATOR. IF THE OPERATOR AS DEFINED HEREIN FOR ANY WELL IS NOT THE LESSEE OF ANY PREMISES AFFECTED BY THE PROVISIONS OF THIS SUBCHAPTER, THEN SUCH LESSEE SHALL ALSO BE DEEMED TO BE AN OPERATOR. IN THE EVENT THERE IS NO OIL AND GAS LEASE RELATING TO ANY PREMISES AFFECTED BY THIS SUBCHAPTER, THE OWNER OF THE FEE MINERAL ESTATE IN THE PREMISES SHALL ALSO BE DEEMED AN OPERATOR. NIGHTTIME. THE PERIOD COMMENCING AT 7:00 PM AND ENDING AT 7:00 AM., MONDAY THROUGH FRIDAY AND FROM 5:00 PM TO 8:00 AM., SATURI)AYS AND SUNF)AYS. PROTECTED UsE. ANY RESIDENCE, CHURCH, PUBLIC PARK, PUBLIC LIBRARY, HOSPITAL, OR SCHOOL. RES/UENCE. A IIO~11 , ;11?(>UI', Ol: I'LA~'I WIII RI: ;W INDIv'[Nl <<Al. IS ;v~'TU:ILLY I IVIN(; .11 A S'ITC11"IC POIN I IN I IN,11:. A s I IZi 1( fLIIZI: OI\ 1):AIZ I, OI S IIZI?(' I t fIZI~ ('ON I:AININ(T DV I [.l ING I fNI PS' OI\ ROOiy1IN(1 I INI I ti, INCLI IDIN(i SINOIT-1;1[\111.1' (Q) I WO-1 :1N1II Y IIOlitila, NI U1,111111: DV\TITIN(+X, I;O;AIZDING OI\' 1:UOIv1IN(i IIOI)515, I:I.DI:IZLY 1.1\,'IN(i 12A( 11,1111~S' :A1'.AI\ 1 N-II`N I S, ( )k D )1v1N4I I'OI\11:5. WORKOVER OPERATION. WORK PERFORMED IN A WELL AFTER ITS COMPLETION IN AN EFFORT TO SECURE PRODUCTION WHERE THERE HAS BEEN NONE, RESTORE PRODUCTION THAT HAS CEASED ORE INCREASE PRODUCTION. DDC 35.23 - Definitions IMPROVEMENT (Pumic OR PRIVATE. ANY PHYSICAL MAN-MADE ADDITION WHICH BECOMES PART OF, IS PLACED UPON, OR IS AFFIXED TO ANY REAL PROPERTY OR ANY PART OF SUCH ADDITION INCLUDING BUT NOT LIMITED TO ANY BUILDING, STRUCTURE, BRIDGE, WORK OF ART, PARKING FACILITY, PUBLIC FACILITY, FENCE, GATE, WALL, STREETS AND ALL RELATED APPURTENANCES, UTILITIES, PEDESTRIAN WAYS, BIKEWAYS, EQUESTRIAN TRAILS, LANDSCAPING OR IRRIGATION, WHETHER INVOLVING THE SUBDIVISION OF LAND OR NOT. PROJECT:' A SPECIFIC DEVELOPMENT ON AN IDENTIFIABLE PARCEL OF LAND. PROJECT IMPROVEMENTS. SITE IMPROVEMENTS AND FACILITIES THAT ARE PLANNED AND DESIGNED TO PROVIDE FOR A PARTICULAR DEVELOPMENT PROJECT AND THAT ARE NECESSARY FOR THE USE AND CONVENIENCE OF THE OCCUPANTS OR USERS OF THE PROJECT. (BOISE CITJ; IDAHO PROJECT SITE. THAT PORTION OF ANY LOT, PARCEL, TRACT, OR COMBINATION THEREOF THAT ENCOMPASSES ALL PHASES OF THE TOTAL PROJECT PROPOSAL. 35.22.3 - Gas Well Drilling and Production "By Right" A. THE DRILLING AND PRODUCTION OF GAS WITHIN THE CORPORATE LIMITS OF THE CITY SHALL BE PERMITTED BY RIGHT WITHIN THE RURAL RESIDENTIAL (RD-5), RURAL COMMERCIAL (RC), NEIGHBORHOOD RESIDENTIAL I (NR-1), NEIGHBORHOOD RESIDENTIAL 2 (NR-2), REGIONAL CENTER COMMERCIAL NEIGHBORHOOD (RCC-N), REGIONAL CENTER COMMERCIAL DOWNTOWN (RCC-D), EMPLOYMENT CENTER COMMERCIAL (EC-C), EMPLOYMENT CENTER INDUSTRIAL (EC-1), INDUSTRIAL CENTER EMPLOYMENT (IC-E) AND INDUSTRIAL CENTER GENERAL (IC-G) ZONING DISTRICTS SUBJECT TO THE FOLLOWING REQUIREMENTS : 1. NO DRILLING OR PRODUCTION OF GAS OR OIL, INCLUDING GAS OR OIL WELLS, TANKS, DEHYDRATORS, SEPARATORS, MIJD PITS, TANK BATTERY, ETC., MAY BE LOCATED WITHIN ONE THOUSAND FEET (1,000') OF ANY PROTECTED USE, OR ACTIVE POTABLE FRESHWATER WELL, OR WITHIN ONE THOUSAND FEET (1,000 FEET OF ANY LOT WITHIN A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES. 2. EXCEPT WHERE MORE STRINGENT SEPARATION DISTANCES ARE SPECIFIED, THE MINIMUM SEPARATION DISTANCE BETWEEN GAS OR OIL DRILLING OR PRODUCTION, INCLUDING GAS OR OIL WELLS, TANKS, DEHYDRATORS, SEPARATORS, MUD PITS, TANK BATTERY, ETC. AND ALL OTHER USES OR FEATURES SHALL BE FIVE HUNDRED FEET (500'). 3. THE MINIMUM SEPARATION REQUIREMENT ESTABLISHED IN 35.22.3.A.1 AND 2 ABOVE MAY BE REDUCED VIA THE GRANTING OF A VARIANCE BY THE CITY'S ZONING BOARI) OF ADJUSTMENT, OR IF ALL THE PROPERTY OWNERS OF THE AFFECTED USES, ACTIVE POTABLE FRESHWATER WELLS, OR A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE (1) OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES WITHIN THE REDUCED SEPARATION AREA, AGREE TO THE REDUCTION VIA A NOTARIZED WAIVER AND THE NOTARIZED WAIVER IS ATTACHED TO THE PERMIT APPLICATION. NOTWITHSTANDING THE AFOREMENTIONED, THE SEPARATION REQUIREMENTS MAY NOT BE REDUCED TO LESS THAN FIFTY PERCENT (50%) OF THE MINIMUM REQUIREMENT. 4. DISTANCE SHALL BE MEASURED FROM THE GAS OR OIL WELL BORE, IN A STRAIGHT LINE, WITHOUT REGARDS TO INTERVENING STRUCTURES OR OBJECTS, TO THE CLOSEST EXTERIOR POINT OF ANY PROTECTED USE. 5. ALL APPLICABLE STANDARDS FORTH IN SECTION 35.22.5, STANDARD CONDITIONS FOR GAS WELL DRILLING AND PRODUCTION. 6. AN APPROVED GAS WELL DEVELOPMENT PLAT AND A ROAD DAMAGE REMEDIATION AGREEMENT ARE ON FILE WITH THE DIRECTOR. 7. A GAS WELL PERMIT HAS BEEN ISSUED BY THE FIRE MARSHAL. 8. A WATERSHED PROTECTION PERMIT HAS BEEN ISSUED FOR WELLS LOCATED IN THE FLOOD FRINGE OR OTHER ESA's B. A GAS WELL PERMIT IS VALID FOR SIX (6) MONTHS AND SHALL AUTOMATICALLY EXPIRE, UNLESS GAS WELL DRILLING ACTIVITIES HAVE COMMENCED PRIOR TO EXPIRATION. IF GAS DRILLING ACTIVITIES HAVE COMMENCED UNDER A VALID PERMIT, THE PERMIT SHALL BE RENEWED ANNUALLY, SUBJECT TO ALL ASSOCIATED FEES. C. IF A GAS OR OIL WELL PERMIT HAS BEEN ISSUED BY THE CITY BUT GAS WELL DRILLING ACTIVITIES HAVE NOT COMMENCED PRIOR TO THE EXPIRATION OF THE PERMIT, THE PERMIT SHALL NOT BE EXTENDED, BUT SHALL EXPIRE AUTOMATICALLY; HOWEVER, THE OPERATOR MAY REAPPLY FOR A NEW PERMIT, SUBJECT TO ALL REQUIREMENTS OF THE DDC, AS AMENDED. The current language in 35.22.3.13 and E will be retained. 35.22.5.2.n - On-site requirements. n ALL WELL HEADS, STORAGE TANKS, SEPARATION FACILITIES OR OTHER MECHANICAL EQUIPMENT LOCATED WITHIN ONE THOUSAND FEET (1,000') OF ANY PROTECTED USE, OR ANY LOT WITHIN A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE (1) OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES, OR WITHIN FIVE HUNI)RED FEET (500') OF ALL OTHER USES OR FEATURES, AND NOT WITHIN A FLOODPLAIN, SHALL BE SCREENED FROM THE USES, LOTS OR FEATURES WITH AN EIGHT-FOOT (8') HIGH OPAQUE DECORATIVE MASONRY WALL, IF THE USE, LOT OR FEATURE PREEXISTED THE COMMENCEMENT OF GAS WELL DRILLING ACTIVITY. 35.22.5.A.3.d of the DDC - Operations and Equipment Practices and Standards d INTERNAL COMBUSTION ENGINES MAY BE USED IN DRILLING OPERATIONS. ONLY ELECTRIC MOTORS SHALL BE USED FOR THE PURPOSE OF PUMPING GAS WELLS. k. THE NOISE GENERATED FROM ANY GAS WELL DRILLING OR PRODUCTION SITE SHALL BE IN ACCORDANCE WITH THE REQUIREMENTS OF THE NOISE MANAGEMENT PLAN OUTLINED IN 35.22.5.B. 35.22.5.B - NOISE MANAGEMENT PLAN GAS AND OIL WELL: 1. PRIOR TO THE ISSUANCE OF A GAS WELL PERMIT AND THE COMMENCEMENT OF OPERATIONS, THE OPERATOR SHALL SUBMIT A NOISE MANAGEMENT PLAN IN ACCORDANCE WITH THE REQUIREMENTS OF THIS SUBSECTION, DETAILING HOW THE EQUIPMENT USED IN THE DRILLING, COMPLETION, TRANSPORTATION, OR PRODUCTION OF A WELL COMPLIES WITH THE MAXIMUM PERMISSIBLE NOISE LEVELS OF THIS SECTION. THE NOISE MANAGEMENT PLAN MUST INCLUDE THE FOLLOWING: a IDENTIFY OPERATION NOISE IMPACTS; b PROVIDE DOCUMENTATION ESTABLISHING THE AMBIENT NOISE LEVEL PRIOR TO CONSTRUCTION OF ANY WELLHEAD, COMPRESSOR OR COMPRESSION FACILITY; AND c DETAIL HOW THE IMPACTS WILL BE MITIGATED. IN DETERMINING NOISE MITIGATION, SPECIFIC SITE CHARACTERISTICS SHALL BE CONSIDERED, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: i. NATURE AND PROXIMITY OF ADJACENT DEVELOPMENT, LOCATION, AND TYPE; ii. SEASONAL AND PREVAILING WEATHER PATTERNS, INCLUDING WIND DIRECTIONS; iii. VEGETATIVE COVER ON OR ADJACENT TO THE SITE; AND iv. TOPOGRAPHY. THE OPERATOR SHALL BE RESPONSIBLE FOR VERIFYING COMPLIANCE WITH THIS SECTION AND THE NOISE MANAGEMENT PLAN AFTER THE INSTALLATION OF THE NOISE GENERATION EQUIPMENT. 2. NO GAS WELL SHALL BE DRILLED, RE-DRILLED OR ANY EQUIPMENT OPERATED AT ANY LOCATION WITHIN THE CITY'S JURISDICTION IN SUCH A MANNER SO AS TO CREATE ANY NOISE WHICH CAUSES THE EXTERIOR NOISE LEVEL WHEN MEASURED FROM THE CLOSEST EXTERIOR POINT OF THE PROTECTED USE STRUCTURE THAT: a EXCEEDS THE AMBIENT NOISE LEVEL BY MORE THAN FIVE DECIBELS (5DB) DURING DAYTIME HOURS AND MORE THAN THREE DECIBELS (31)B) DURING NIGHTTIME HOURS; b EXCEEDS THE AMBIENT NOISE LEVEL BY MORE THAN TEN DECIBELS (10DB) OVER THE DAYTIME AVERAGE AMBIENT NOISE LEVEL DURING FRACTURING OPERATIONS DURING DAYTIME HOURS. NO FRACTURING SHALL BE ALLOWED DURING NIGHTTIME HOURS EXCEPT FOR FLOWBACK OPERATIONS RELATED TO FRACTURING AS PROVIDED IN C. BELOW; 3. THE OPERATOR SHALL ESTABLISH AND REPORT TO THE CITY A CONTINUOUS SEVENTY- TWO (72) HOUR PRE-DRILLING AMBIENT NOISE LEVEL PRIOR TO THE ISSUANCE OF A GAS WELL PERMIT. THE SEVENTY-TWO (72) HOUR TIME SPAN SHALL INCLUDE AT LEAST ONE TWENTY-FOUR (24) HOUR READING DURING EITHER A SATURI)AY OR SUNDAY. THE OPERATOR SHALL USE THE PRIOR ESTABLISHED AMBIENT NOISE LEVEL FOR THE INSTALLATION OF ANY NEW NOISE GENERATION EQUIPMENT UNLESS THE OPERATOR CAN DEMONSTRATE THAT THE INCREASE IN THE AMBIENT NOISE LEVEL IS NOT ASSOCIATED WITH DRILLING AND PRODUCTION ACTIVITIES LOCATED EITHER ON OR OFF-SITE. 4. ADJUSTMENTS TO THE NOISE STANDARDS ASSET FORTH ABOVE IN SUBSECTION 1.a, b AND C OF THIS SECTION MAY BE PERMITTED INTERMITTENTLY IN ACCORDANCE WITH THE FOLLOWING: PERMITTED INCREASE DURATION OF INCREASE (DECIBELS) (MINUTES)* 10 5 15 1 20 LESS TFL-~N 1 JCL„11t;`L.-ITII E_1ILVL7ES DL;RI_N'GANI-O_VE HOL;R 5. ALL WORKOVER OPERATIONS SHALL BE RESTRICTED TO DAYTIME HOURS. 6. THE NOISE LEVEL GENERATED BY THE DRILLING, RE-DRILLING OR OTHER OPERATIONS OF ALL GAS WELLS LOCATED WITHIN ONE THOUSAND FEET (1,000') FEET OF A PROTECTED USE SHALL BE CONTINUOUSLY MONITORED TO ENSURE COMPLIANCE. THE COST OF SUCH MONITORING SHALL BE BORNE BY THE OPERATOR. IF A COMPLAINT IS RECEIVED BY EITHER THE OPERATOR OR THE CITY FROM ANY PROTECTED USE, THE OPERATOR SHALL, WITHIN TWENTY-FOUR (24) HOURS OF NOTICE OF THE COMPLAINT, CONTINUOUSLY MONITOR THE EXTERIOR NOISE LEVEL GENERATED BY THE DRILLING, RE-DRILLING OR OTHER OPERATIONS FOR A SEVENTY-TWO (72) HOUR PERIOD TO ENSURE COMPLIANCE. AT THE REQUEST OF THE CITY, THE OPERATOR SHALL MONITOR THE EXTERIOR NOISE LEVEL AT THE SOURCE OF THE COMPLAINT AND PROVIDE THE RESULTS TO THE CITY IN A FORMAT ACCEPTABLE TO THE CITY. 7. ACOUSTICAL BLANKETS, SOUNI) WALLS, MIJFFLERS OR OTHER ALTERNATIVE METHODS AS APPROVED BY THE CITY MAY BE USED TO ENSURE COMPLIANCE. ALL SOUNDPROOFING SHALL COMPLY WITH ACCEPTED INDUSTRY STANDARDS AND BE SUBJECT TO APPROVAL BY THE CITY'S FIRE DEPARTMENT. 8. THE SOLM) LEVEL METER USED IN CONDUCTING NOISE EVALUATIONS SHALL MEET THE AMERICAN NATIONAL STANDARD INSTITUTE'S STANDARD FOR SOLJNI) METERS OR AN INSTRUMENT AND THE ASSOCIATED RECORDING AND ANALYZING EQUIPMENT WHICH WILL PROVIDE EQUIVALENT DATA. 9. IF THE OPERATOR IS NOT IN COMPLIANCE WITH THE APPROVED NOISE MANAGEMENT PLAN, THE OPERATOR WILL BE GIVEN TWENTY-FOUR (24) HOURS FROM NOTICE OF NON- COMPLIANCE TO CORRECT THE VIOLATION BEFORE A CITATION IS ISSUED. ADDITIONAL EXTENSIONS OF THE TWENTY-FOUR (24) HOUR PERIOD MAY BE GRANTED IN THE EVENT THAT THE SOURCE OF THE VIOLATION CANNOT BE IDENTIFIED AFTER REASONABLE DILIGENCE BY THE OPERATOR. COMPRESSOR STATION - NATURAL GAS FACILITIES 10. COMPRESSOR NOISE REGULATION a FOR PURPOSES OF THIS SUBSECTION, "OPERATOR" SHALL REFER TO EITHER THE PIPELINE OPERATOR OR THE GAS OR OIL WELL OPERATOR, AS APPLICABLE: L MAXIMUM PERMITTED SOLM) LEVELS FOR ALL PERMANENT LIFT OR LINE COMPRESSORS SHALL BE LIMITED BY THE FOLLOWING LANI)-USE CATEGORIES: ZONING CLASSIFICATIONS MAXIMUM PERMITTED SOUND LEVELS RESIDENTIAL 75DB DAY/65DB NIGHT CO I IERCIAL 75DB DAY/65DB NIGHT INDtTSTRIAL 75DB DAY/65DB NIGHT IF THE MEASUREMENT LOCATION IS ON A BOUNDARY BETWEEN TWO (2) DIFFERENT LAND USE CATEGORIES, THE LOWER NOISE LEVEL STANDARD SHALL APPLY. 11. THE OPERATOR SHALL BE ALLOWED TO DEMONSTRATE THAT THE CURRENT ACTUAL AMBIENT IS GREATER THAN ALLOWED WHICH WILL BECOME THE NEW AMBIENT FOR THAT LOCATION, EXCEPT IF LOCATED IN RESIDENTIAL ZONING, A SPECIAL EXCEPTION GRANTED BY THE BOARI) OF ADJUSTMENT SHALL BE REQUIRED. 111. NOISE MEASUREMENT WILL BE TAKEN AT THE PROPERTY LINE OF THE COMPRESSOR STATION TO DETERMINE AMBIENT NOISE LEVELS. 1V. COMPRESSORS SHALL MEET THE LOW AND HIGH FREQUENCY REQUIREMENTS/STANDARDS AS REQUIRED FOR GAS WELLS CITED ABOVE. 11. LIFT COMPRESSOR a THE LOCATION OF LIFT COMPRESSORS SHALL BE RESTRICTED TO THE GAS DRILL PAT) SITE. b EXCEPT AS OUTLINED BELOW, LIFT COMPRESSORS SHALL BE REQUIRED TO MEET ALL THE NOISE STANDARDS OF THIS SUBSECTION: 1. TEMPORARY LIFT COMPRESSORS FOR EACH WELL SHALL BE CLASSIFIED AS TEMPORARY FOR SIX (6) MONTH FOR NOISE REGULATION PURPOSES AND SHALL BE ALLOWED FIVE DECIBELS (51)B) OVER AMBIENT DURING THE DAY AND THREE DECIBELS (3DB) OVER AMBIENT AT NIGHT; 11. NO COMPRESSOR SHALL BE CONSIDERED TEMPORARY IF INSTALLED WITHIN SIX (6) MONTHS OF REMOVAL OF THE INITIAL COMPRESSOR FOR THAT WELL; 111. PERMANENT LIFT COMPRESSORS SHALL BE REQUIRED TO MEET THE ZONING NOISE REQUIREMENTS FOR THEIR ZONING LOCATION AS OUTLINED IN SUBSECTION 10 ABOVE; lV. SOUNI) BLANKETS SHALL BE PERMITTED FOR NOISE ABATEMENT ON TEMPORARY LIFT COMPRESSORS; AND v. NO SOUND BLANKETS SHALL BE PERMITTED FOR PERMANENT LIFT COMPRESSORS. ALL ACOUSTICAL STRUCTURES FOR PERMANENT COMPRESSORS MUST BE CONSTRUCTED OF PERMANENT MATERIAL SUCH AS METAL, MASONRY OR OTHER STRUCTURALLY SOUND MATERIAL THAT SIGNIFICANTLY SCREENS THE EQUIPMENT AS APPROVED BY THE DIRECTOR OF PLANNING ANT) DEVELOPMENT. 35.16.19 - Gas Well Development Plats 35.16.19.D.8. C. SHOW THE LOCATION AND USE OF ALL STRUCTURES, THE LOCATION OF ALL ACTIVE POTABLE FRESHWATER WELLS, AND THE LOCATION OF ALL LOTS WITHIN A PREVIOUSLY PLATTED RESIDENTIAL SUBDIVISION WHERE ONE (1) OR MORE LOTS HAVE ONE (1) OR MORE STRUCTURES WITHIN ONE THOUSAND FEET (1,000') OF THE WELLHEAD. 35.16.19.E. 1. A GAS WELL PLAT REQUIRING A WATERSHED PROTECTION PERMIT SHALL EXPIRE ON THE EARLIER OF THE BELOW ONE (1) YEAR EXPIRATION DATE OR UPON THE EXPIRATION OF A WATERSHED PROTECTION PERMIT. 2. IF GAS WELL DRILLING OR PRODUCTION HAS NOT COMMENCED, THE ASSOCIATED GAS WELL DEVELOPMENT PLAT SHALL EXPIRE ONE (1) YEAR FROM THE DATE THAT THE GAS WELL DEVELOPMENT PLAT WAS APPROVED. THE GAS WELL DEVELOPMENT PLAT MAY BE EXTENDED FOR ONE (1) SIX (6) MONTH EXTENSION PRIOR TO THE EXPIRATION DATE. HOWEVER, AN EXTENSION FOR A GAS WELL DEVELOPMENT PLAT MAY NOT BE GRANTED BY THE CITY, UNLESS THE OPERATOR ALSO APPLIES FOR, AND A NEW WATERSHED PROTECTION PERMIT IS APPROVED BY THE CITY. 3. UPON EXPIRATION OF A GAS WELL DEVELOPMENT PLAT WHERE GAS OR OIL DRILLING ACTIVITY HAS NOT COM1v4ENCED, THE APPLICANT MAY REAPPLY FOR A NEW GAS WELL DEVELOPMENT PLAT, SUBJECT TO ALL REQUIREMENTS OF THE DDC, AS AMENDED. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Solid Waste ACM: Howard Martin, 349-8232 -qh~ SUBJECT Receive a report, hold discussion and consider passage of a resolution of the City Council of the City of Denton, Texas supporting "extended producer responsibility" to promote the shift of disposal costs from local governments to producers of items through state legislation; authorizing its execution by the City Manager; and providing an effective date. BACKGROUND Municipalities and local governments are bearing the burden of dealing with an increasingly complicated waste stream coming from consumer products that are constantly changing, and designed for disposal. Our waste system was set up in the early 20th century to handle food and inert wastes, not electronics, pesticides, pharmaceuticals, and other modern materials that are designed with no thought of end-of-life management of the product, and/or to be "disposable." Recycling programs can only do so much; the increasing amount of hard-to-handle waste is causing a logistical and financial burden to governments. There is a new movement driven by local governments to have manufacturers and retailers bear some responsibility for the products they design and sell (including the packaging). Product Stewardship is a principle, that directs all participants involved in the life cycle of a product to take shared responsibility for the impacts to human health and the natural environment that result from the production, use, and end-of-life management of the product. Faced with growing cost of waste disposal and hazardous materials, and shrinking budgets, the idea is for local governments to stop subsidizing the cost of disposal and recycling, and encourage manufactures to design products to be less toxic, more durable, and recyclable. In other words, the additional costs of disposal for products are already being paid by rate and tax payers, and being borne by cities as unfunded mandates, and the time has come to redesign the system. The Texas Product Steward Council (TXPSC) is an entity composed of municipalities from around the state who are seeking to have a voice in state and federal legislation encouraging or requiring product stewardship practices, or Extended Producer Responsibility (EPR). To date, 27 cities, 4 counties, the major Texas Councils of Government, and Texas Commission on Environmental Quality are represented on the Steering Committee and/or have taken part in TXPSC. Participating entities are seeking local passage of a resolution supporting EPR, and more participation in the legislative process on issues concerning EPR, recycling, and end-of-life management of products. In February, The City of Plano was the first in Texas to pass a resolution supporting Product Stewardship initiatives, followed by the City of Lewisville in March. The City of Austin already has a Zero Waste resolution that calls for Product Stewardship as one of the main strategies to reach their goals. The National League of Cities and National Association of Counties have also passed Product Stewardship resolutions. Nationally, many local and state governments are implementing EPR legislation. OPTIONS The City Council can pass the Product Stewardship Resolution supporting Extended Producer Responsibility and future actions taken to encourage product stewardship legislation on the local and state level, or not pass said resolution. RECOMMENDATION Staff recommends passage of a resolution supporting Extended Producer Responsibility, and future actions taken to encourage product stewardship legislation on the local and state level. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Initial report and draft resolution presented to the Council Committee on the Environment on February 15. The Committee recommended developing a resolution for consideration, and asked for more background on Product Stewardship and additional information regarding the Texas Product Stewardship Council for the March 23 meeting. The draft resolution was unanimously approved and recommended for Council consideration at the March 23 meeting. EXHIBITS 1. Product Stewardship Resolution 2. PPT Presentation Respectfully submitted: A'I Shirlene Sitton Solid Waste Department Recycling Division Manager RESOLUTION NO. R2010- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SUPPORTING "EXTENDED PRODUCER RESPONSIBILITY" TO PROMOTE THE SHIFT OF DISPOSAL COSTS FROM LOCAL GOVERNMENTS TO PRODUCERS OF ITEMS THROUGH STATE LEGISLATION; AUTHORIZING ITS EXECUTION BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is committed to serve as a steward of our environment and has established procedures and programs to ensure sustainability, such as maximizing diversion of recyclable materials from landfill disposal through recycling services; providing for an on-site materials recovery facility (MRF), and passing Resolution R2007-032, which directed the City to utilize environmentally preferred products when making purchasing decisions to the extent possible; and WHEREAS, policies of the State of Texas currently make local governments, such as the City of Denton, responsible for waste management, but the municipal waste management system was established a century ago to manage far simpler and more homogeneous wastes than the manufactured goods and packaging of today that constitute approximately 75% of the materials that are managed by the City of Denton Solid Waste Department; and WHEREAS, there are significant environmental and human health impacts associated with the improper management of hazardous products, yet the amount of hazardous products and management costs keep increasing, and WHEREAS, local governments have no input into the design or marketing of consumer products and face a scarcity of resources to adequately address the rising volume of discarded products; therefore, the costs paid by citizens and local governments to manage product disposal amount to subsidies that enable and encourage producers to design products for disposal without any regard to the product's end of life management; and WHEREAS, Extended Producer Responsibility ("EPR') is an environmental policy approach in which producers (brand owners and importers) accept responsibility for the management of post-consumer products, so that those who produce and use products bear the costs of recycling and responsible disposal; and WHEREAS, the Texas legislature has enacted HB 2714 in 2007 requiring producer responsibility programs for home computers that has resulted in approximately twelve (12) billion pounds of recycled electronics in 2009; and WHEREAS, the City of Denton can advance EPR through a variety of mechanisms including requiring the manufacturers of products sold to City of Denton departments to take financial responsibility for collecting and recycling their products at the end of their useful life and by incorporating EPR policies into the City of Denton's environmentally preferred procurement practices by favoring vendors and manufacturers that take back their product and associated packaging at end of life; and THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY RESOLVES: SECTION 1. The City of Denton, Texas urges the Texas Commission on Environmental Quality (TCEQ) and the State Legislature to enact legislation, policies and programs for "Extended Producer Responsibility" which will give producers the incentive to design products, to make them less toxic, and make them easier to reuse and recycle. SECTION 2. The City of Denton, Texas supports the Texas Product Stewardship Council, as an organization of local governments that is working to advocate transparent and fair EPR systems in Texas; to shift waste management costs from local governments to the producers (and importers) of the product; and which will give producers (and importers) the incentive to re-design products to make them less toxic and easier to reuse and recycle. SECTION 3. The City of Denton, Texas shall include, where possible, EPR language in contracts for the acquisition of commodities. SECTION 4. The City of Denton, Texas encourages manufacturers and distributors of products and packaging sold in our jurisdiction to minimize excess packaging, to design products for durability and reusability; and to design products which will facilitate the ability to be recycled; to use recycled materials in the manufacture of new products; and to provide financial support for the collection, processing, recycling or disposal of used materials. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: 1~i}1( ~;a;:,.,,,. 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U v O i O 1~1 O U ~ U ro p O r~ N 4-j O r~ v i i , O ~ W GC WIN O I Ur L~ ~11 ' 4 ty , y > I O r 1 r~ `J; Ilj^~; I , ~ ~ FBI CIO O L O O > 4 U v 4-j un v ' r-.o can u v CIO un 4-J O v 4-J Q O +-j +-j un r^ ° o p 75 p r--CIO O CIO u Lin v CIO O ~ W O Ch ~ cn C) 4-J 4-j Cn 7 4-j U 4-J 75 ft u CIO O v bfJ 75 75 ~ v 4-J 4-J un U cn CIO ~ 4-j 4-J o CIO O J CIO 4-J U 75 U o r un W a-J '--J 4-J Un Cn un CIO CIO CIO~ r v L I O ~ to •U N ~ U U ~ p L U CO }A AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: City Manager's Office CM: George Campbell, City Manager SUBJECT Receive a report, hold a discussion and give staff direction regarding nominations/appointments to the City's boards and commissions. BACKGROUND Following the procedures established by the City Council for board/commission appointments, the attached timeline has been prepared for council consideration. The proposed timeline provides for a streamlined nomination process for Council allowing for a specific meeting to discuss nominations rather than at the end of regular meetings. Board and Commission notebooks will be distributed at the June 15th council meeting. Council will then have three weeks to contact individuals being considered for nomination to a board or commission. Council is asked to provide the City Secretary the names, addresses and phone numbers of those individuals they wish to nominate during this time. That information is due to the City Secretary by Monday, July 12'. A compiled list of nominations will be provided at the Work Session on July 20t" for Council to discuss with ratification of the nominations during the Regular Session on July 20th The Board and Commission reception will be August 17th with the swearing in ceremony being televised. Respectfully submitted: Jennifer Walters City Secretary S:'City Secretarv'Boards & Comm'_aIS Timeline Meeting-Notebook distribution 2010.docx PROPOSED TIMELINE BOARDS AND COMMISSIONS NOMINATIONS/APPOINTMENTS DATE ACTION Week of June 2 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 June 8 - Tuesday Work Session discussion on nomination process June 15 - Tuesday Work Session discussion on nomination process and notebooks distributed July 20 - Tuesday Council discuss nominations in Work Session Council vote on nominations in Regular Session August 3 - Tuesday 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 & Comm\Proposed timeline-council 2010.docx AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Karen Smith 349-7100 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with Greenville Electric Utility System (GEUS) under Section 271.102 of the Local Government Code, to authorize participation in various GEUS contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 4508-Interlocal Agreement with GEUS). FILE INFORMATION Section 271.102 of the Local Government Code, authorizes respective participating governments to enter into joint contracts and agreements for the purchase of necessary materials, supplies, and services. Over the past several years, the City of Denton and other entities have entered into cooperative purchasing agreements that have been highly beneficial to the taxpayers through anticipated savings. The attached Agreement is an authorization to participate in contracts awarded by Greenville Electric Utility System (GEUS) and will remain in effect until terminated by either party. General acquisitions exceeding $100,000 will be presented to Council for approval, prior to issuing a purchase order. Acquisitions in excess of $500,000, that meet the new DME specialized procurement policy (Ordinance 2009-189), would be presented to Council for approval, prior to issuing a purchase order. This Interlocal Agreement will allow the City of Denton to utilize contracts for supplies and services competitively bid by GEUS. In the past, we have purchased such items as police sedans, tires, corrugated metal pipe, lubricants, oils, road materials, and other supplies from similar agreements. The bid process followed by GEUS meets all State bidding requirements and bid opportunities are extended to all local suppliers. RECOMMENDATION Approve an Interlocal Cooperative Purchasing Program Agreement with Greenville Electric Utility System (GEUS). PRINCIPAL PLACE OF BUSINESS GEUS Greenville, TX Agenda Information Sheet June 15, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. FISCAL INFORMATION Each acquisition, based on this Agreement, will follow the City of Denton fiscal verification policy and be charged to the appropriate budget account. Respectfully submitted: Bryan Langley, '149-7 100 Director of Finance 1-AIS-File 4508 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH GREENVILLE ELECTRIC UTILITY SYSTEM (GEUS) UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, TO AUTHORIZE PARTICIPATION IN VARIOUS GEUS CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 4508-INTERLOCAL AGREEMENT WITH GEUS). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute the Interlocal Cooperative Purchasing Program Agreement with GEUS under Section 271.102 of the Local Government Code, a copy of which is attached hereto and incorporated by reference herein (the "Agreement'). SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 2-ORD-hrterlocal Agreement With GEUS INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BETWEEN GEUS AND CITY OF DENTON, TEXAS STATE OF TEXAS COUNTY OF DENTON THIS AGREEMENT is made on the day of , 2010, between the City of Denton, and GEUS; jointly referred to herein as "parties". WHEREAS, the respective parties are authorized by the Interlocal Cooperation Act, V.T.C,A, Government Code, Chapter 791, to enter into joint contracts and agreements for the performance of governmental functions and services including administrative functions normally associated with the operation of government such as purchasing of necessary materials and supplies; WHEREAS, it is the desire of the aforesaid parties to comply with and further the policies and purpose of the Interlocal Cooperation Act; WHEREAS, the parties cannot normally obtain the best possible purchase price for materials and supplies acting individually and without cooperation; and WHEREAS, it is deemed in the best interest of all parties that said governments do enter into a mutually satisfactory agreement for the purchase of certain materials and supplies; WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder shall make that performance or those payments from current revenues legally available to that party; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein and pursuant to the authority permitted under the Interlocal Cooperation Act, promise and agree as follows: 1. Purpose The purpose of this Agreement is to authorize the parties mutual participation in various contracts for the purchase of various goods and services. Participation in this cooperative program will be highly beneficial to the taxpayers of the participating parties through anticipated savings to be realized. II. Duration of Agreement This Agreement shall be in effect from the date of execution until terminated by either party to the agreement. IT. Duration of Agreement This Agreement shall be in effect from the date of execution until terminated by either party to the agreement. III. Relationship of Parties It is agreed that the parties, in receiving products and/or services specified in this agreement, shall act as an independent purchaser and shall have control of its needs and the manner in which they arc acquired. Neither party is an agent, employee or joint enterprise of the other, and each party is responsible for its own actions, forbearance, negligence and deeds, and for those of its agents or employees, in conjunction with the utilization and/or cooperative solicitation of any Supplier Agreement obtained in accordance with Texas law. Parties shall notify all participating entities of available contracts to include terms of contract, commodity cost, contact naives and addresses, and shall keep participating parties informed of all changes to the Cooperative Purchasing list of contracts. Nothing in this agreement shall prevent any participating party from accepting and awarding bids for commodities subject to this agreement individually and in its own behalf Purchasing Agent is hereby designated as the official representative to act for the City of Denton in all matters relating to this agreement. David iVMcCalla, General Manager is hereby designated as the official representative to act for GEUS in all matters relating to this agreement. TV. Purchase of Goods and Services All products and services shall be procured in accordance with procedures governing competitive bids and competitive proposals. The parties will be able to purchase from those contracts established by the other where notice has been given in the specifications and successful bidder has accepted terms for Cooperative Purchasing Agreements for local goverinnents. The parties hereto agree that the ordering of products and services through this agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each party directly, or as deemed advantageous to both parties. In the event that any dispute arises between individual parties and a successful bidder, the same shall be handled by and between the participating party's governmental body and the bidder. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers thereon the day and the year first above written. GEUS CITY OF DENTON . I J~7 By: David McCalla By: George Campbell General Manager City Manager ATTEST: By Holly Got er Secretary/Treasure Approved ag tgPrm: l 1 By Leah Curtis GEUS Attorney AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Jim Coulter 349-7194 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a Public Works Contract for the rehabilitation of the Pecan Creek Water Reclamation Plant Raw Pump Station #2; providing for the expenditure of funds therefor; and providing an effective date (Bid 4500- Raw Pump Station #2 MCC Rehabilitation awarded to the lowest responsible bidder meeting specification, C&G Electric, Inc. in the amount of $199,700). The Public Utilities Board recommends approval (5-0). BID INFORMATION The Pecan Creek Water Reclamation Plant (PCWRP) is served by two raw wastewater pumping stations. The Raw Pump Station No. 1 was rehabilitated and new pumps and electrical gear were installed in the 2001 upgrade of the plant. No rehabilitation work was done at the Raw Pump Station No. 2 during this plant upgrade. The existing electrical equipment which includes the Motor Control Center (MCC), Variable Frequency Drives (VFD), and the SCADA system cabinet and electrical connections are now 28 years old. The old VFDs are failure prone and the MCC unit is dated and it is very difficult to get replacement parts for these units. As such, funds in the amount of $250,000 were established in the budget to replace the electrical and SCADA system equipment. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was approved by the Public Utilities Board on May 24, 2010. RECOMMENDATION Award Bid 4500-Raw Pump Station #2 MCC Rehabilitation to C&G Electric, Inc. in the amount of $199,700. PRINCIPAL PLACE OF BUSINESS C&G Electric, Inc. Denton, TX Agenda Information Sheet June 15, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT This project is estimated to be completed within sixteen weeks of notice to proceed. FISCAL INFORMATION This project will be funded from account 640176539.1360.40100. Requisition 98697 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Bid Tabulation Respectfully submitted: Bryan Langley, 349-7100 Director of Finance 1-AIS-Bid 4500 U X 0 O 0O ~ O C~ C-4 cu U) O 0 W W U L- C 00 U) c1r) 0 61), > 0 U U 0 X 0 O T 0 ~ ui (B D U) Z 0- cu cu W E O (B C7 co > 2 ui 0 t a O ~ o > O o , p ~ U C: cu 00 o w a) co W - o 04 m > 61) 04 m 0 X J 0 O C 0 U) N T 0 0 W 0 U) N W Z J Z Ln 0 L LU 04 LO U) V 0 r s x O w U 0 V (B U U x q ~ Q U O W ~O O Z T O C,5 .0 W 70 LU 0) q) S > ~ o c' 0 U U) O L Q U U U U N 'o a~ a m O U O U O cn cn cu 70 CD LU 70 (1) U) L CD E (1) 0 Ln LOi 0 L) z Iq L V Lf) Q a ,0 70 O 4-0 co E c E m a z CO 0 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE REHABILITATION OF THE PECAN CREEK WATER RECLAMATION PLANT RAW PUMP STATION #2; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 4500-RAW PUMP STATION #2 MCC REHABILITATION AWARDED TO THE LOWEST RESPONSIBLE BIDDER MEETING SPECIFICATION, C&G ELECTRIC, INC. IN THE AMOUNT OF $199,700). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the construction of the public works or improvements described in the bid invitation, bid proposals and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the construction of public works or improvements, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER CONTRACTOR AMOUNT 4500 C&G Electric, Inc. $199,700 SECTION 2. The acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Bidders including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award of the bid. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to Bidders and Bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. SECTION 4. Upon acceptance and approval of the above competitive bids and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 3-ORD-Bid 4500 DRAFT MINUTES PUBLIC UTILITIES BOARD May 24, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into a closed meeting on Monday, May 24, 2010 at 9:07 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith Bill Cheek Phil Gallivan Randy Robinson John Baines Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities Absent: Bill Grubbs and Barbara Russell, both excused OPEN MEETING: CONSENT AGENDA: The Public Utilities Board has received background information, staff's recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. 2) Consider recommending approval of the Bid No. 4500 for Raw Pump Station #2-MCC Rehabilitation Project at the Pecan Creek Water Reclamation Plant by C&G Electric, Inc. in the amount of $199,700. Board Member Gallivan moved to approve Item 2 with a second from Board Member Robinson. The motion was approved by a 5-0 vote. The meeting was adjourned by consensus at 11:57 a.m. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Herman Lawson 349-7755 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number One to the contract between the City of Denton and Corbet Group, Inc.; providing for the expenditure of funds therefor; and providing an effective date (Bid 4444-Downtown Denton Transit Center Change Order Number One in the amount of $151,254.86 for a total contract award of $1,887,254.86). CHANGE ORDER INFORMATION Change Order Number One consists of two disciplines. One is upgrading the existing parking lot from a two-inch asphalt over lay included in the base bid with a new six-inch asphalt overlay and six-inch lime stabilized subgrade asphalt parking lot. The cost for this is $99,46238. Change Order Number One also includes an upgrade option for six (6) larger bus shelters that accommodate more seating capacity. This change from the original specifications is being facilitated at the request of the Denton County Transportation Authority. These shelters will be installed at selected sites throughout the city. The cost will be $51,792.48. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Bid 4444 was approved by Council on March 2, 2010 in the amount of $1,736,000 (Ordinance 2010-078). RECOMMENDATION Approve Change Order Number One for the amount of $151,254.86 for a total contract award of $1,887,254.86. PRINCIPAL PLACE OF BUSINESS Corbet Group, Inc. Dallas, TX Agenda Information Sheet June 15, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT The proposed Change Order Number One will extend the time to complete the project by an additional twelve days. This is due to the additional excavation and pavement work associated with the enhanced pavement cross section. The revised project completion date will meet the Denton County Transportation Authority (DCTA) schedule to transfer bus operations to the new facility in January 2011. FISCAL INFORMATION This change order will be funded from account 9502931001. 13160. 10100. EXHIBITS Exhibit 1: Change Order Number One Respectfully submitted: Bryan Langley, 349-7100 Director of Finance 1-AIS-Bid 4444 Change Order 1 Exhibit 1 tn. i ~ SN. i:K~ ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER NUMBER ONE TO THE CONTRACT BETWEEN THE CITY OF DENTON AND CORBET GROUP, INC.; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 4444-DOWNTOWN DENTON TRANSIT CENTER CHANGE ORDER NUMBER ONE IN THE AMOUNT OF $151,254.86 FOR A TOTAL CONTRACT AWARD OF $1,887,254.86). WHEREAS, on March 2, 2010 by Ordinance No. 2010-078, the City awarded a public works contract to Corbet Group, Inc., in the amount of $1,736,000 for the Downtown Denton Transit Center; WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that a change order be authorized to amend such contract agreement with respect to the scope of work and an increase in the payment amount, and said change order fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Change Order Number One, increasing the amount of the contract between the City and Corbet Group, Inc., which is on file in the office of the Purchasing Agent, in the amounts of One Hundred Fifty One Thousand Two Hundred Fifty Four and 86/100 Dollars ($151,254.86), is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said change order. The total purchase order amount increases to $1,887,254.86. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 3-ORD Bid 4444 Change Order 1 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Finance Department ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, approving the 2011 Budget of the Denton Central Appraisal District, and providing an effective date. BACKGROUND The Texas Property Tax Code requires taxing jurisdictions to approve or disapprove their Appraisal District budget within 30 days after its adoption by the Appraisal District's Board of Directors. The Appraisal District's Board of Directors approved the budget on May 27, 2010. The Appraisal District was able to maintain a $0.00 increase in the 2011 because of a decrease in the District's debt. The City's preliminary allocation is $365,311.52 for FY 2010-11. Recently, some City Council members have inquired on whether the proposed Appraisal District Budget includes a compensation increase and hiring freeze. Staff has investigated these matters and determined that the proposed budget includes a 2.1% across the board pay increase. While the Appraisal District does not currently have an official hiring freeze in place, they have indicated to staff that they would not fill certain positions immediately, should they become vacant. Other positions are deemed critical to their operations and would need to be filled to avoid disruption in the District's activities. FISCAL INFORMATION The City's allocation for the Appraisal District's 2011 Budget will be included in the 2010-11 Proposed General Fund Budget. Estimated allocation is $365,311.52. EXHIBITS 1. Proposed 2011 Budget 2. Ordinance Respectfully submitted, Bryan Langley Director of Finance DENTON CENTRAL APPRAISAL DISTRICT Page 1 3911 MORSE STREET, P O Box 2816 DENTON, TEXAS 76202-2816 WWW.DENTONCAD.COM MEMO TO: Taxing Jurisdictions Served By Denton CAD and The Denton CAD Board of Directors FROM: Joe Rogers, Chief Appraiser DATE: April 22, 2010 SUBJECT: Proposed 2011 Budget The Chief Appraiser's proposed 2011 Budget is hereby submitted. The proposed Budget was completed in accordance with the requirements of Texas Property Tax Code Sec. 6.06. A public hearing will be held on the proposed budget at 4:00 PM, on May 27, 2010, in accordance with Code Sec. 6.06 and 6.062. The proposed budget totals $9,968,224.70. This is a $0.00 increase over the 2010 fiscal year budget. This District was able to maintain a $0.00 increase in the 2011 budget because of a decrease in the District's debt. It is important that DCAD maintain the same level of service to the entities and the taxpayers that we have in the past. NOTE: The 2011 budget allocations are estimated amounts. 2009 levies are used for calculation purposes. Please be aware that allocations will change depending on increase/decrease to 2010 levies. PHONE: (940) 349-3800 METRO: (972) 434-2602 FAX: (940) 349-3801 Notice Of Public Hearing On Denton Central Appraisal District 2011 Budget The Denton Central Appraisal District will hold a public hearing on a proposed budget for the 2011 fiscal year. The public hearing will be held on May 27, 2010 at 4:00 P.M. at 3911 Morse Street, Denton, Texas. A summary of the appraisal district budget follows: The total amount of the proposed budget. $ 9,968,224.70 The total amount of increase over the current year's budget. $0.00 The number of employees compensated under the proposed budget. 67 The number of employees compensated under the current budget. 67 The appraisal district is supported solely by payments from the local taxing units served by the appraisal district. If approved by the appraisal district board of directors at the public hearing, this proposed budget will take effect automatically unless disapproved by the governing bodies of the county, school districts, cities and towns served by the appraisal district. A copy of the proposed budget is available for public inspection in the office of each of those governing bodies. A copy is also available for public inspection at the appraisal district office. Denton Central Appraisal District 3911 Morse Denton, Texas 76208 (940) 349-3800 Denton Central Appraisal District 2011 Budget 2011 Revenues & Expenses SUMMARY OF 2010 REVENUES AND EXPENSES BUDGET AND COMPARISON TO THE 2011 REVENUES AND EXPENSES BUDGET 2010 2011 CLASSIFICATION BUDGET BUDGET REVENUES: FUNDING FROM JURISDICTIONS $9,883,224.70 $9,883,224.70 INTEREST INCOME $65,000.00 $55,000.00 OTHER SERVICES $10,000.00 $15,000.00 MISCELLANOUS INCOME $10,000.00 $15,000.00 TOTAL REVENUES $9,968,224.70 $9,968,224.70 EXPENSES: TOTAL BUDGETED EXPENSES $9,968,224.70 $9,968,224.70 TOTAL BUDGET $9,968,224.70 $9,968,224.70 2010 2011 YEAR YEAR CHANGE PERCENTAGE ACCOUNTS 311,564 335,859 24,295 7.80% BUDGET $9,968,224.70 $9,968,224.70 $0.00 0.00% COST PER PARCEL $31.99 $29.68 $2.314 -7.23% 2011 BUDGET ALLOCATIONS WORKSHEET % OF 2011 2009 TOTAL BUDGET JURISDICTIONS TAX LEVY LEVIES ALLOCATIONS SCHOOL DISTRICTS: S01 ARGYLE ISD 14,769,242.94 1.2780% $126,307.49 S02 AUBREY ISD 8,716,746.95 0.7543% $74,546.16 S03 CARROLLTON-FB ISD 38,890,880.45 3.3653% $332,597.24 S04 CELINA ISD 329,546.25 0.0285% $2,818.30 S05 DENTON ISD 141,701,465.63 12.2616% $1,211,839.78 S06 FRISCOISD 61,094,188.98 5.2865% $522,481.32 S07 KRUM ISD 10,430,971.31 0.9026% $89,206.32 S08 LAKE DALLAS ISD 20,926,462.53 1.8108% $178,964.41 S09 LEWISVILLE ISD 326,347,028.44 28.2392% $2,790,940.15 SIO LITTLE ELM ISD 25,633,417.20 2.2181% $219,218.58 S11 NORTHWEST ISD 66,243,538.81 5.7321% $566,518.88 S12 PILOT POINT ISD 5,759,298.36 0.4984% $49,253.88 S13 PONDER ISD 12,840,280.40 1.1111% $109,810.88 S14 SANGERISD 9,603,642.27 0.8310% $82,130.95 S15 ERA ISD 1,903.26 0.0002% $16.28 S16 SLIDELL ISD 565,943.11 0.0490% $4,839.98 S17 PROSPERISD 868,568.37 0.0752% $7,428.05 SCHOOL DISTRICTS TOTALS 744,723,125.26 64.4417%11 $6,368,918.65 1 1 GO1 DENTON COUNTY 134,513,531.17 11.6396% $1,150,368.11 2011ALLOC.xls 2011 BUDGET ALLOCATIONS WORKSHEET CITIES: C26 TOWN OF ARGYLE....... 1,565,076.15 0.1354% $13,384.63 COI CITY OF AUBREY....... 726,340.00 0.0629% $6,211.71 C31 TOWN of BARTONVILLE.. 446,672.03 0.0387% $3,819.97 C02 CITY OF CARROLLTON 28,131,185.62 2.4342% $240,579.65 C49 CITY OF CELINA......... 463.11 0.0000% $3.96 C03 CITY OF THE COLONY... 14,764,919.01 1.2776% $126,270.51 C21 TOWN OF COPPELL 617,165.09 0.0534% $5,278.03 C27 TOWN OF COPPER CANYON 333,348.41 0.0288% $2,850.82 C04 CITY OF CORINTH...... 8,067,688.77 0.6981% $68,995.38 C47 CITY OF CORRAL CITY 14,336.69 0.0012% $122.61 C20 CITY OF DALLAS....... 7,448,461.02 0.6445% $63,699.70 C05 CITY OF DENTON....... 42,716,189.82 3.6963% $365,311.52 C42 CITY OF DISH......... 57,581.86 0.0050% $492.44 C30 TOWN OF DOUBLE OAK... 765,254.09 0.0662% $6,544.50 C07 TOWN OF FLOWER MOUND. 31,003,647.92 2.6828% $265,145.13 C36 CITY OF FORT WORTH....... 6,660,041.61 0.5763% $56,957.09 C32 CITY OF FRISCO........ 23,317,619.74 2.0177% $199,413.74 C39 CITY OF GRAPEVINE....... 7.64 0.0000% $0.07 C22 TOWN OF HACKBERRY.... 95,044.89 0.0082% $812.83 C38 CITY OF HASLET........ 1,262.29 0.0001% $10.80 C19 TOWN OF HICKORY CREEK.... 1,349,467.07 0.1168% $11,540.73 C08 CITY OF HIGHLAND VILLAGE...... 9,441,421.45 0.8170% $80,743.63 C09 CITY OF JUSTIN....... 1,159,709.82 0.1004% $9,917.91 C18 CITY OF KRUGERVILLE.. 272,634.06 0.0236% $2,331.58 CIO CITY OF KRUM......... 1,222,676.79 0.1058% $10,456.41 CI I CITY OF LAKE DALLAS.. 2,379,625.59 0.2059% $20,350.71 C25 CITY OF LAKEWOOD VILLAGE..... 195,029.31 0.0169% $1,667.90 C12 CITY OFLEWISVILLE... 29,130,927.61 2.5207% $249,129.51 C13 TOWN OF LITTLE ELM... 9,431,071.07 0.8161% $80,655.11 C33 TOWN OF NORTHLAKE.... 822,896.71 0.0712% $7,037.46 C24 CITY OF OAK POINT.... 1,470,390.73 0.1272% $12,574.87 C14 CITY OF PILOT POINT.. 1,265,546.36 0.1095% $10,823.03 C29 CITY OF PLANO.......... 4,162,617.51 0.3602% $35,598.96 C15 TOWN OF PONDER....... 440,261.83 0.0381% $3,765.15 C48 CITY OF PROSPER 92,480.77. 0.0080% $790.90 C17 CITY OF ROANOKE...... 4,227,857.90 0.3658% $36,156.90 C16 CITY OF SANGER....... 2,255,490.16 0.1952% $19,289.09 C34 TOWN OF SHADY SHORES 639,780.74 0.0554% $5,471.44 C37 CITY OF SOUTHLAKE....... 586,978.91 0.0508% $5,019.88 C28 CITY OF TROPHY CLUB.. 3,485,861.48 0.3016% $29,811.30 240,765,031.6311 20.8337%11 $2,059,037.56 2011ALLOCAs 2011 BUDGET ALLOCATIONS WORKSHEET SPECIAL DISTRICTS: ESD1 DENTON CO EMER SERDIST 1,348,592.38 0.1167% $11,533.25 ESD2 TROPHY CLUB PID #1 EM SER 49,530.96 0.0043% $423.59 W04 CLEARCREEK WATERSHED AUTHORITY........... 259,650.41 0.0225% $2,220.55 W07 CORINTH MUD 151,070.88 0.0131% $1,291.97 L01 DENTON COUNTY LEVY IMPROVEMENT DIST #1. 783,039.55 0.0678% $6,696.60 W05 TROPHY CLUB MUD #2 933,322.47 0.0808% $7,981.83 RUD DENTON COUNTY ROAD & UTILITY DISTRICT #1. 3,251,115.49 0.2813% $27,803.74 W03 TROPHY CLUB MUD.#1 538,548.96 0.0466% $4,605.70 W10 DENTON CO. FRESH WATER DIST.#1B 2,300,971.95 0.1991% $19,678.06 WI l DENTON CO. FRESH WATER DIST. #IC 54,203.04 0.0047% $463.55 W12 DENTON CO. FRESH WATER DIST. #1D 3,231,141.99 0.2796% $27,632.93 W13 DENTON CO. FRESH WATER DIS #6 5,645,771.48 0.4885% $48,282.99 W15 DENTON CO. FRESH WATER DIST. #lE 2,403,016.30 0.2079% $20,550.75 W16 DENTON CO. FRESH WATER DIST. #9 2,367,336.00 0.2048% $20,245.61 W17 DENTON CO. FRESH WATER DIST. #10 2,701,940.89 0.2338% $23,107.17 W18 DENTON CO. FRESH WATERDIST. #8A 364,377.84. 0.0315% $3,116.18 W19 DENTON CO. FRESH WATER DIST. #813 1,306,905.92 ' 0.1131% $11,176.74 W20 DENTON CO. FRESH WATER DISTRICT IIA 1,262,197.29 0.1092% $10,794.39 W21 DENTON CO. FRESH WATER DISTRICT #7 1,750,422.26 0.1515% $14,969.72 W22 DENTON CO MUD #4 965,581.65 0.0836% $8,257.71 W23 DENTON CO MUD #5 255,713.36 0.0221% $2,186.88 W24 DENTON CO. FRESH WATER DIST. #8C 1,037,358.26 " 0.0898% $8,871.55 W25 DENTON CO FRESH WATER DISTRICT 11B 78,978.85 0.0068% $675.43 W26 DENT ON CO. FRESH WATER 4-A 455,355.21 0.0394% $3,894.23 W 27 OAK POINT WATER CONT. #1 107,685.40 0.0093% $920.93 W28 OAK POINT WATER CONT. #2 151,444.73 0.0131% $1,295.16 W31 DENTON CO. FRESH WATER DISTRICT IF 1,178,714.49 0.1020% $10,080.44 W33 NORTH FORT WORTH CONTROL & IMP DISTRICT 0.00 0.0000% $0.00 W34 DENTON CO FRESH WATER DISTRICT 1G 718,274.23 0.0622% $6,142.73 W35 VALENCIA ON THE LAKE WATER CONTROL & IMP DIST 0.00 0.0000% $0.00 SPECIAL DISTRICTS TOTALS 35,652,262.24 3.0850% $304,900.38 GRAND TOTALS 1,155,653,950.30 100.0000%11 $9,883,224.70 2011ALLOC.xls 201 1 BUDGET SUMMARY 2010 2011 ACCT ACCOUNT TITLE BUDGET BUDGET 5100 PERSONNEL SERVICES 5110 SALARIES $4,288,942.73 $4,238,863.44 5120 LONGEVITY PAY $92,545.00 $99,835.00 5130 SOCIAL SECURITY (FICA) $335,183.81 $358,001.72 5140 RETIREMENT (TCDRS) $576,615.10 $642,422.27 5150 WORKERS' COMP INSURANCE $43,367.88 $47,558.87 5160 GROUP HEALTH INSURANCE $768,623.27 $808,195.95 TOTAL 5100 - PERSONNEL SERVICES $6,105,277.79 $6,194,877.25 5200 EDUCATION & TRAINING 5210 MEMBERSHIPS, SUBSCRIPTIONS & DUES $22,978.05 $25,718.05 5220 TRAINING - SCHOOLS, CONFERENCES, AND TRAVEL $85,254.00 $113,384.00 TOTAL 5200 - EDUCATION & TRAINING $108,232.05 $139,102.05 5300 SERVICES RECEIVED 5310 APPRAISAL REVIEW BOARD $119,250.00 $126,475.00 5315 OIL, GAS, HEAVY INDUSTRIAL, AND UTILITY VALUATION $200,000.00 $195,000.00 5320 GIS SERVICES $28,265.00 $28,265.00 5325 LEGAL SERVICES $200,000.00 $200,000.00 5330 AUDIT & PAYROLL PROCESSING $23,780.00 $23,780.00 5340 DEEDS, SALES, AND VALUE INFORMATION $153,363.28 $142,621.20 5345 AUTO EXPENSE REIMBURSEMENT $380,125.58 $385,642.56 5350 GENERAL INSURANCE $38,931.25 $38,931.26 5360 PRINTING SERVICE $90,661.82 $93,171.82 5370 POSTAGE & FREIGHT $206,916.72 $211,805.01 5380 LEGAL NOTICES & ADVERTISING $26,000.00 $26,000.00 5390 OFFICE SUPPLIES $114,130.00 $116,665.00 TOTAL 5300 - SERVICES RECEIVED $1,581,423.65 $1,588,356.85 5400 UTILITIES & MAINTENANCE 5410 OFFICE EQUIPMENT MAINTENANCE $28,510.00 $28,510.00 5420 INFORMATION SERVICES MAINTENANCE $540,129.00 $548,629.00 5430 ELECTRICITY, WATER, SEWER, & SOLID WASTE $162,750.00 $162,750.00 5440 TELEPHONE $101,553.12 $101,553.12 5450 BUILDING & GROUNDS MAINTENANCE $154,855.00 $154,855.00 TOTAL 5400 - UTILITIES & MAINTENANCE $987,797.12 $996,297.12 5500 CAPITAL OUTLAY 5510 FURNITURE & EQUIPMENT $98,620.00 $100,370.00 5520 BUILDING & LAND IMPROVEMENTS $155,000.00 $105,000.00 TOTAL 5500 - CAPITAL OUTLAY $253,620.00 $205,370.00 5600 MISCELLANEOUS 5610 CONTINGENCY $95,638.00 $99,682.25 5620 MISCELLANEOUS $51,830.00 $51,830.00 TOTAL 5600 - MISCELLANEOUS $147,468.00 $151,512.25 5900 DEBT SERVICE 5910 BUILDING & LAND PAYMENT $160,194.46 $88,513.06 5920 EQUIPMENT PAYMENTS $624,211.63 $604,196.13 TOTAL 5900 - DEBT SERVICE $784,406.09 $692,709.19 $9,968,224.70 $9,968,224.70 5/3/2010 'sl O N h h N N N O N O O O o O O f0 fD N O O N O O O O ' O ' O O O N O N 10 M O O n tt I~ N W O N O O O O O O O O N N N 0 0 O RR 0 O O O O O O O N O N O r r h a M C0 !V 00 h CO e} N N O H O O N N O H t0 O M O M N ri O O O fV O N M ID T 'V N 10 M O N N~2 h ao O h O N O O N 'V M c 0 0 N N N N N N O h 0 h aD M O N N J r W CO t0 O of N a0 t M r } O N O r O ID 01 QD O t0 M CA O r to 00 N M O M O W t10 N h N Op Q M m w N n w v N co 01 co N M O M N N M M r M fD 00 W M N V t0 O (C1 N 01 W V N 00 M O N V* O M N M N A N O N '7 a0 M 01 r N r 40 N 'V O O N M O O O M 1r(Y c O O M N 04 N O ,a NN ~H f9 rM r~ fA NN Gl 9 ~ H ~ N fA N~ rM rW rM 64 ~r; 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U U1 N d' d Z y O> O - CO d° J z wK w y a(wjd U ° Fj U w¢¢ ° vi W WwfgW 2N ~JS j U~Q-(w Z0-a oC7o w uC o :1 W oa o zQ z Qz c j0F o W Z z to W> J W W [l. N O W? N U Q F- K U o y W J Z U Z W N W W d' 2 Z Q F? U) j Z J LO W Z w uoi Ve NQ~Q~¢d'~~ Q on ¢1-°Ouj F- ¢ ~ U w U W F-Z° Q W F W J to°d J d'JZU-00 1-. F d'dJ F~ Ue °WFZ_U)(9 u. F JLL LLO W J F n'RJ F- Nzy F 10J~ F alo-iwa! U' O wn~ (1) Ja0<W7aaJO 0 ° o? W F CO O UUU..03 O O tow O m F o< 0 0 0 0 0 O O O O O N O N O O N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 r U I O N M V N b O N O r N N M 'Q V N N h C0 M O N M ee}} N O r N N M N O N O N G U N M M M M M M M M M M M M 'Q 'Q V 'Q '7 d N N N f0 CO f0 W 01 01 N a N iA N N M N N N N N N N N N N N C(i CN IN N 0 N N N N N N N N N N 0 N N N N N N 2011 BUDGET 5100 - PERSONNEL SERVICES 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5110 - SALARIES $4,288,942.73 $4,238,863.44 ($50,079.29) FULL-TIME SALARIES, SALARY ADJUSTMENTS & $4,238,863.44 PART-TIME SALARIES TOTAL ACCOUNT #5110 $4,238,863.44 ACCT #5120 - LONGEVITY PAY $92,545.00 $99,835.00 $7,290.00 DCAD RECOGNIZES CONTINUED SERVICE WITH LONGEVITY PAY. TOTAL ACCOUNT #5120 $99,835.00 ACCT #5130 - SOCIAL SECURITY (FICA) $335,183.81 $358,001.72 $22,817.91 SOCIAL SECURITY IS CALCULATED ON BOTH FULL AND PART-TIME SALARIES AND LONGEVITY. TOTAL ACCOUNT #5130 $358,001.72 ACCT #5140 - RETIREMENT (TCDRS) $576,615.10 $642,422.27 $65,807.17 RETIREMENT IS APPLICABLE ONLY TO FULL-TIME EMPLOYEES. TOTAL ACCOUNT #5140 $642,422.27 ACCT #5150 - WORKERS' COMP INSURANCE $43,367.88 $47,558.87 $4,190.99 THE DISTRICT PAYS WORKERS' COMPENSATION PREMIUMS ON ALL FULL AND PART-TIME EMPLOYEES. TOTAL ACCOUNT #5150 $47,558.87 ACCT #5160 - GROUP HEALTH INSURANCE $768,623.27 $808,195.95 $39,572.68 GROUP HEALTH INSURANCE IS PROVIDED TO ALL FULL-TIME EMPLOYEES. TOTAL ACCOUNT #5160 $808,195.95 TOTAL 5100 - PERSONNEL SERVICES $6,105,277.79 $6,194,877.25 $89,599.46 2011 BUDGET 5200 - EDUCATION & TRAINING 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5210 - MEMBERSHIPS, SUBSC & DUES $22,978.05 $25,718.05 $2,740.00 THIS ACCOUNT IS CHARGED FOR ALL MEMBERSHIPS AND DUES, AND SUBSCRIPTIONS TO EDUCATIONAL MEDIA. TOTAL ACCOUNT #5210 $25,718.05 ACCT #5220 - TRAINING - SCHOOLS, CONFERENCES & TRAVEL $85,254.00 $113,384.00 $28,130.00 THIS ACCOUNT IS CHARGED FOR ALL EDUCATIONAL RELATED TRAINING AND TRAVEL. TOTAL ACCOUNT #5220 $113,384.00 TOTAL 5200 - EDUCATION & TRAINING $108,232.05 $139,102.05 $30,870.00 2011 BUDGET 5300 - SERVICES RECEIVED 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5310 - APPRAISAL REVIEW BOARD $119,250.00 $126,475.00 $7,225.00 THIS BUDGET ITEM IS CHARGED FOR PAYMENTS TO THE 20 MEMBER ARB PANEL FOR WORK PERFORMED DURING THE MANDATED EQUALIZATION PROCESS. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5310 $126,475.00 ACCT #5315 - OIL, GAS, HEAVY INDUSTRIAL, AND UTILITY VALUATION $200,000.00 $195,000.00 ($5,000.00) THIS BUDGET ITEM IS FOR CONTRACTED SERVICES. IT IS A BID ITEM. THIS ACCOUNT IS APPLICABLE ONLY TO THE PERSONAL PROPERTY DEPARTMENT. TOTAL ACCOUNT #5315 $195,000.00 ACCT #5320 - GIS SERVICES $28,265.00 $28,265.00 $0.00 THIS BUDGET ITEM IS A PRORATED SHARE OF AERIAL COSTS. THIS ACCOUNT IS APPLICABLE ONLY TO THE GIS DEPARTMENT. TOTAL ACCOUNT #5320 $28,265.00 ACCT #5325 - LEGAL SERVICES $200,000.00 $200,000.00 $0.00 THIS BUDGET ITEM IS CHARGED FOR ALL LEGAL EXPENSES ASSOCIATED WITH DEFENDING VALUES. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5325 $200,000.00 ACCT #5330 - AUDIT & PAYROLL PROCESSING $23,780.00 $23,780.00 $0.00 THIS BUDGET ITEM IS FOR THE ANNUAL AUDIT AND FOR PAYROLL PROCESSING. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5330 $23,780.00 ACCT #5340 - DEED, SALES, AND VALUE INFORMATION $153,363.28 $142,621.20 ($10,742.08) THIS BUDGET ITEM IS CHARGED FOR EXPENSES INCURRED TO OBTAIN OWNERSHIP, SALES AND VALUE INFORMATION. TOTAL ACCOUNT #5340 $142,621.20 ACCT #5345 - AUTO EXPENSE REIMBURSEMENT $380,125.58 $385,642.56 $5,516.98 THIS BUDGET ITEM IS TO COMPENSATE EMPLOYEES FOR THE USE OF THEIR PRIVATELY OWNED VEHICLES DURING THE PERFORMANCE OF THEIR JOB DUTIES. TOTAL ACCOUNT #5345 $385,642.56 2011 BUDGET 5300 - SERVICES RECEIVED (continued) 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5350 - GENERAL INSURANCE $38,931.25 $38,931.26 $0.00 ALL INSURANCE EXCEPT GROUP HEALTH AND WORKERS' COMPENSATION IS CHARGED TO THIS ACCOUNT. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5350 $38,931.26 ACCT #5360 - PRINTING SERVICES $90,661.82 $935171.82 $2,510.00 THIS ACCOUNT IS CHARGED FOR ALL ITEMS THAT ARE PRINTED AND MAILED. ITEMS THAT ARE PRINTED AND CONSUMED WITHIN THE BUILDING ARE CHARGED TO OFFICE SUPPLIES. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5360 $93,171.82 ACCT#5370 - POSTAGE AND FREIGHT $206,916.72 $211,805.01 $4,888.29 THIS ITEM IS CHARGED FOR ALL ITEMS THAT ARE MAILED. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5370 $211,805.01 ACCT #5380 - LEGAL NOTICES & ADVERTISING $26,000.00 $26,000.00 $0.00 THIS ACCOUNT IS CHARGED FOR ADVERTISEMENTS IN NEWSPAPERS CONCERNING EXEMPTION MATTERS SUCH AS HOMESTEADS, OVER-65, DISABLED VETERANS, AND PRODUCTIVITY VALUATION MATTERS. OTHER ADVERTISEMENTS HAVE TO DO WITH APPRAISAL REVIEW NOTICES, MISCELLANEOUS, CLASSIFIED ADVERTISING, AND INVITATIONS TO BID. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5380 $26,000.00 ACCT #5390 - OFFICE SUPPLIES $114,130.00 $116,665.00 $2,535.00 THE OFFICE SUPPLY BUDGET IS COMPRISED OF EXPENSES INCURRED FOR TRADITIONAL OFFICE SUPPLY ITEMS. TOTAL ACCOUNT #5390 $116,665.00 TOTAL 5300 - SERVICES RECEIVED $1,581,423.65 $1,588,356.85 $6,933.20 2011 BUDGET 5400 - UTILITIES AND MAINTENANCE 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5410 - OFFICE EQUIPMENT MAINTENANCE $28,510.00 $28,510.00 $0.00 MAINTENANCE OF ALL OFFICE EQUIPMENT EXCEPT THE PRIMARY COMPUTER, PERIPHERAL DEVICES, AND PERSONAL COMPUTERS IS CHARGED TO THIS ACCOUNT. TOTAL ACCOUNT #5410 $28,510.00 ACCT #5420 - INFORMATION SERVICES MAINTENANCE $540,129.00 $548,629.00 $8,500.00 THIS ACCOUNT IS COMPRISED OF BOTH COMPUTER HARDWARE AND SOFTWARE MAINTENANCE. BOTH ITEMS ARE CHARGED TO THIS ACCOUNT SO THE TOTAL COST OF AUTOMATION MAINTENANCE WILL BE SHOWN IN ONE ACCOUNT. THIS ACCOUNT IS APPLICABLE TO THE INFORMATION SERVICES AND GIS DEPARTMENTS. TOTAL ACCOUNT #5420 $548,629.00 ACCT #5430 - ELECTRICITY, WATER, SEWER AND SOLID WASTE $162,750.00 $162,750.00 $0.00 THIS BUDGET ITEM IS FOR THE DISTRICT'S UTILITIES. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5430 $162,750.00 ACCT #5440 - TELEPHONE $101,553.12 $101,553.12 $0.00 THIS BUDGET ITEM IS FOR THE DISTRICT'S TELEPHONE EXPENSE. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5440 $101,553.12 ACCT #5450 - BUILDING AND GROUNDS MAINTENANCE $154,855.00 $154,855.00 $0.00 THIS BUDGET ITEM COMPRISES ALL BUILDING AND GROUNDS MAINTENANCE. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5450 $154,855.00 TOTAL 6400 - UTILITIES AND MAINTENANCE $987,797.12 $996,297.12 $8,500.00 2011 BUDGET 5500 - CAPITAL OUTLAY 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5510 - FURNITURE AND EQUIPMENT $98,620.00 $100,370.00 $1,750.00 AN ASSET SCHEDULE APPEARS AT THE BACK OF THE BUDGET. TOTAL ACCOUNT #5510 $100,370.00 ACCT #5520 - BUILDING AND LAND IMPROVEMENTS $155,000.00 $105,000.00 ($50,000.00) AN ASSET SCHEDULE APPEARS AT THE BACK OF THE BUDGET. TOTAL ACCOUNT #5520 $105,000.00 TOTAL 5500 - CAPITAL OUTLAY $253,620.00 $205,370.00 ($48,250.00) 2011 BUDGET 5600 - MISCELLANEOUS 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5610 - CONTINGENCY $95,638.00 $99,682.25 $4,044.25 THE FUNDS IN THIS BUDGET ITEM ARE APPROPRIATED FOR UNANTICIPATED EXPENDITURES. ALL ANTICIPATED EXPENDITURES ARE BUDGETED IN SPECIFIC ACCOUNTS. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5610 $99,682.25 ACCT #5620 - MISCELLANEOUS $51,830.00 $51,830.00 $0.00 THIS ACCOUNT IS FOR ITEMS THAT WILL NOT FIT WELL IN ANOTHER CATEGORY. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5620 $51,830.00 TOTAL 5600 - MISCELLANEOUS $147,468.00 $151,512.25 $4,044.25 2011 BUDGET 5900 - DEBT SERVICE 2010 2011 INCREASE OR CLASSIFICATION BUDGET BUDGET DECREASE ACCT #5910 - BUILDING AND LAND PAYMENTS $160,194.46 $88,513.06 ($71,681.40) THIS ACCOUNT IS CHARGED FOR THE PAYMENTS ON THE APPRAISAL DISTRICT'S BUILDINGS AND LAND NOTES. THIS ACCOUNT IS APPLICABLE ONLY TO THE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5910 $88,513.06 ACCT #5920 - EQUIPMENT PAYMENTS $624,211.63 $604,196.13 ($20,015.50) THIS ACCOUNT IS CHARGED FOR THE PAYMENTS ON THE APPRAISAL DISTRICT'S PRIMARY COMPUTER SYSTEM AND EQUIPMENT PAYMENTS. THIS ACCOUNT IS APPLICABLE ONLY TOTHE OVERHEAD DEPARTMENT. TOTAL ACCOUNT #5920 $604,196.13 TOTAL 5900 - DEBT SERVICE $784,406.09 $692,709.19 ($91,696.90) TOTAL BUDGET $9,968,224.7 $$9,968,224.70 $0.00 2011 CAPITAL EXPENSES DEPT #101 -ADMINISTRATION (1) MISCELLANEOUS QUANTITY X UNIT PRICE _ $2,000.00 1 $2,000.00 (2) CHAIR FOR CHIEF APPRAISER QUANTITY X UNIT PRICE _ $300.00 1 $300.00 ADMINISTRATION TOTAL = $2,300.00 DEPT #102 - CUSTOMER SERVICE (1) TELEPHONE HEADSETS QUANTITY X UNIT PRICE _ 4 $300.00 $1,200.00 (2) SMALL LASER COPIERS/PRINTERS QUANTITY UNIT PRICE 1 X $700.00 = $700.00 (3) CHAIRS QUANTITY UNIT PRICE 2 X $300.00 = $600.00 (4) SCANNERS QUANTITY UNIT PRICE 1 X $2,100.00 = $2,100.00 (6) ELECTRIC STAPLER QUANTITY UNIT PRICE 1 X $140.00 = $140.00 CUSTOMER SERVICE TOTAL = $4,740.00 DEPT #104 INFORMATION SERVICES PERSONAL COMPUTERS (1) PC'S, MONITORS, VIDEO CARDS = $5,500.00 (2) HARDWARE UPGRADES = $5,500.00 STORAGE AREA NETWORK (1) EXPANSION AND UPGRADES = $47,000.00 (covers primary and DRC storage) MISC EQUIPMENT = $10,000.00 INFORMATION SERVICES TOTAL $68,000.00 DEPT #105 - OVERHEAD (1) MISCELLANEOUS QUANTITY UNIT PRICE 1 X $ 5,000.00 = $5,000.00 (2) REMODEL PROJECTS AT 3901 AND 3911 MORSE STREET = $105,000.00 OVERHEAD TOTAL = $110,000.00 2011 CAPITAL EXPENSES DEPT #102 - COMMERCIAL (1) ELECTRIC STAPLER QUANTITY UNIT PRICE _ $280.00 2 X $140.00 (2) DIGITAL CAMERA (REPLACEMENT) QUANTITY UNIT PRICE _ $300.00 1 X $300.00 (3) DESKTOP PRINTER QUANTITY UNIT PRICE 3 X $300.00 = $900.00 COMMERCIAL TOTAL = $1,480.00 DEPT #202 - SALES AND RESEARCH (1) MISCELLANEOUS QUANTITY UNIT PRICE 1 X $ 2,000.00 = $2,000.00 (2) LATERAL FILE CABINET QUANTITY UNIT PRICE 1 X $ 800.00 = $800.00 SALES & RESEARCH TOTAL = $2,800.00 DEPT #203 - PERSONAL PROPERTY (1) COLOR PRINTER QUANTITY X UNIT PRICE 1 $1,000.00 $1,000.00 (2) LASER SCANNER QUANTITY X UNIT PRICE 1 $1,500.00 $1,500.00 (3) LASER PRINTER QUANTITY X UNIT PRICE 3 $400.00 $1,200.00 (4) FURNITURE QUANTITY X UNIT PRICE 1 $1,000.00 $1,000.00 PERSONAL PROPERTY TOTAL = $4,700.00 DEPT #204 - RESIDENTIAL (1) DIGITAL CAMERA (REPLACEMNET ) QUANTITY UNIT PRICE 2 X $ 300.00 = $600.00 (2) BATTERIES AND CHARGERS FOR CAMERAS QUANTITY UNIT PRICE 1 X $ 250.00 = $250.00 (3) SCANNER QUANTITY UNIT PRICE 1 X $ 3,500.00 = $3,500.00 (5) REPLACEMNET PRINTER QUANTITY UNIT PRICE 2 X $ 3,500.00 = $7,000.00 RESIDENTIAL TOTAL = 2011 SALARY SCHEDULE 2011 DEPT. TITLE SALARIES #101 ADMINISTRATIVE CHIEF APPRAISER $144,083.55 DEPUTY CHIEF APPRAISER $124,371.88 DIRECTOR OF FINANCE $92,945.95 ADMINISTRATIVE ASSISTANT $54,271.53 MAINTENANCE EMPLOYEE $40,179.39 PART-TIME $27,539.17 ADMINISTRATIVE TOTAL: $483,391.47 #102 CUSTOMER SERVICE DIRECTOR OF CUSTOMER SERVICE $92,945.93 EXEMPTION SPECIALIST/TRAINER $52,139.01 CUSTOMER SERVICE SPECIALIST/TRAINER $41,623.52 CUSTOMER SERVICE SPECIALIST $36,375.17 CUSTOMER SERVICE SPECIALIST $36,375.17 CUSTOMER SERVICE SPECIALIST $36,375.17 CUSTOMER SERVICE SPECIALIST $36,375.17 CUSTOMER SERVICE SPECIALIST $36,375.17 PART TIME $10,817.60 APPRAISAL SUPPORT TOTAL : $379,401.89 #104 INFORMATION SERVICES DIRECTOR INFORMATION SERVICES $122,405.13 SYSTEM ADMINISTRATOR $75,876.31 DATABASE ADMINISTRATOR $72,103.07 IS SUPPORT ANALYST $58,638.78 GIS/MAPPING COORDINATOR $55,903.29 CUSTOMER SERVICE SPECIALIST $38,278.21 CUSTOMER SERVICE SPECIALIST $38,278.21 CUSTOMER SERVICE SPECIALIST $36,375.17 CUSTOMER SERVICE SPECIALIST $36,375.17 INFORMATION SERVICES TOTAL : $534,233.33 #105 OVERHEAD SALARY ADJUSTMENTS AND REIMBURSEMENTS $272,800.11 #201 COMMERCIAL COMMERCIAL MANAGER $92,945.79 COMMERCIAL SUPERVISOR $75,876.38 COMMERCIAL SUPERVISOR $75,876.38 COMMERCIAL APPRAISER $62,710.89 COMMERCIAL APPRAISER $62,710.89 COMMERCIAL APPRAISER $62,710.89 SR. COMM. APPRAISAL SUPPORT $40,179.93 APPRAISAL SUPPORT $36,375.17 PART TIME $8,345.84 COMMERCIAL TOTAL : $517,732.16 2011 SALARY SCHEDULE (continued) DEPT. 2011 TITLE SALARIES #202 SALES/RESEARCH DEPARTMENT SALES & RESEARCH MANAGER $92,945.95 SALES & RESEARCH SUPERVISOR $75,876.56 ARB/SUPPLEMENT COORDINATOR $58,638.72 SALES & RESEARCH APPRAISER $62,710.25 RESEARCH ANALYST $50,720.22 APPRAISAL SUPPORT $36,375.17 PART TIME $21,356.60 $398,623.46 #203 PERSONAL PROPERTY PERSONAL PROPERTY MANAGER $92,945.95 PERSONAL PROPERTY SUPERVISOR $75,876.33 PERSONAL PROPERTY APPRAISER $62,710.27 PERSONAL PROPERTY APPRAISER $62,710.27 PERSONAL PROPERTY APPRAISER $62,710.27 LEASING/APPRAISAL SUPPORT $41,623.73 SR. APPRAISAL SUPPORT $40,180.26 APPRAISAL SUPPORT $36,375.17 PART TIME $33,672.34 PERSONAL PROPERTY TOTAL : $508,804.58 #204 RESIDENTIAL RESIDENTIAL MANAGER $92,945.95 RESIDENTIAL SUPERVISOR $72,103.30 RESIDENTIAL SUPERVISOR $72,103.30 SENIOR APPRAISER $58,615.29 SENIOR APPRAISER $58,615.29 SENIOR APPRAISER $58,615.29 SENIOR APPRAISER $58,615.29 SENIOR APPRAISER $58,615.29 RESIDENTIAL APPRAISER IV $58,615.29 RESIDENTIAL APPRAISER IV $58,615.29 RESIDENTIAL APPRAISER IV $58,615.29 RESIDENTIAL APPRAISER IV $58,615.29 RESIDENTIAL APPRAISER IV $58,615.29 RESIDENTIAL PROPERTY APPRAISER $54,271.53 RESIDENTIAL PROPERTY APPRAISER $54,271.53 RESIDENTIAL PROPERTY APPRAISER $50,735.05 SENIOR APPRAISAL SUPPORT $41,623.39 APPRAISAL SUPPORT $36,375.17 APPRAISAL SUPPORT $36,375.17 APPRAISAL SUPPORT $36,375.17 APPRAISAL SUPPORT $36,375.17 APPRAISAL SUPPORT $36,375.17 APPRAISAL SUPPORT $36,375.17 PART-TIME $36,461.76 RESIDENTIAL TOTAL: $1,278,919.74 TOTAL SALARIES: $4,373,906.75 DNAL Denton Record-Chronicle Sunday, May 9, 2010. 9A 'Notice Of-Public Hearing On et® Central Appraisal District 2011-Budget The Denton Central Appraisal District will hold a public` hearing on `a proposed budget for the 2011 fiscal year. The public hearing will be held on May 27, 2010 at 4:00 P.M. at L. j 3911 Morse Street, Denton, Texas. A summary of the appraisal district budget follows: The total amount of,the proposed budget. $9,968,224.70 t The total'arnount of increase over the current year's budget. $0.00 The number of employees compensated under the proposed budget. 67' The number of employees compensated under the current budget. 67 ; The appraisal district is supported solely by-payments from the" local taxing units served by the appraisal district. If approved by the appraisal district board of directors at the public hearing, this proposed budget will take effect automati i cally unless disapproved by the. governing bodies of the county, school districts, cities and towns served ;by the " appraisal dis- trict. A copy of the proposed budget is available for public inspection j in the office of each of those, governing bodies;` A copy is,,also available for public inspection at the appraisal distrct,office ; Denton Central Appraisal District 3911 Morse Denton; Texas '7620 (940) 349-3800 Olegahour documentslordinance0011 0-1 1 den central appraisal dirt budget.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING THE 2011 BUDGET OF THE DENTON CENTRAL APPRAISAL DISTRICT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the 2011 proposed budget of the Denton Central Appraisal District was submitted to the City of Denton on May 5, 2010; and WHEREAS, the proposed budget contains a list showing each proposed position, the proposed salary for the position, all benefits proposed for the position, each proposed capital expenditure, and an estimate of the amount of the budget that will be allocated to the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council, pursuant to Article 6.06 of the Texas Tax Code, approves the 2011 proposed budget of the Denton Central Appraisal District. SECTION 2. The City Council approves the expenditure of funds for the City of Denton's annual allocation of the 2011 Denton Central Appraisal District's proposed budget. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: . i I I i AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Economic Development CM: George C. Campbell SUBJECT Consider adoption of an ordinance approving a Chapter 380 Economic Development Agreement with Allegiance Hillview, LP; and providing an effective date. BACKGROUND The City Council approved a Chapter 380 Program Grant Agreement with Allegiance Hillview, LP, on May 15, 2007. The Agreement provided a reimbursement to Allegiance for public infrastructure costs, including the cost to widen Highway 380 from Bonnie Brae to I-35. As outlined in the original Agreement, Allegiance would receive a portion of the sales tax generated by the project to recoup these expenditures - a grant equal to 50% of total sales tax for three years and 333% for seventeen years. A maximum of $62 million was allowed. First Amendment: In March 2009, the City Council approved an amendment to the original agreement. The retail economy was suffering, national chain stores and restaurants were filing bankruptcy, and very few retailers were willing to build. The north side of Hwy 380 was already under construction, but it was uncertain when the town center on the south side of Hwy 380 would be built. This amendment provided the following: 1. Under the original agreement, the developer was required to complete 400,000 square feet of retail on the north side of Hwy 380 and 600,000 square feet on the south side of Hwy 380 before they could receive reimbursement for eligible costs. The amendment separated the development into two phases - the north side (Phase I) and the south side, which includes the town center (Phase II). The thresholds of 400,000 square feet for Phase I and 600,000 square feet for Phase II remained the same. 2. The incentive of a maximum of $62 million was split as well - $20 million allowed for Phase I and $42 million for Phase II. 3. The years and percentages also changed. Since it appeared that the Phase I maximum of $20 million could be reached in 15 years, the number of years for that phase was decreased to 15. Phase II remained at 20 years. The percentages were increased to begin at 60% and then decreasing in subsequent years to 50% and 33%. Dollar thresholds were also tied to the number of years the developer could receive their reimbursement. For example, in Phase I, the developer could - I - receive 60% for five years or until $12 million was reimbursed, whichever came first. 4. The amendment required the developer to meet their Phase I threshold of 400,000 square feet of retail by 2013 and Phase II threshold of 600,000 square feet by 2015. Although still one agreement, the phases - as separate projects - could now stand on their own. The sales tax numbers used to calculate the reimbursement were based on the sales tax projections and build-out of the original agreement. Second Amendment: Since signing the first amendment, the Allegiance Hillview group has partnered with RED Development to begin construction on Phase IL They have been meeting with retailers and have indicated they would like to begin construction this year. Their plan is to begin with approximately 800,000 square feet of retail/commercial space for Phase 11. This includes the town center project. The total retail/commercial build-out for Phase II is approximately 1.2 million square feet. RED Development believes they have more accurate projections of sales tax revenues and have requested a second amendment to the Chapter 380 Agreement, which will allow them to recoup their eligible costs as defined in the agreement. The proposed Second Amendment provides the following: 1. Continues to describe the project in phases as defined in the First Amendment. 2. A maximum reimbursement of $62 million still applies. 3. The years and percentages have changed. a. Phase I reverts back to 20 years as in the original agreement. Sales tax reimbursements from Phase I that exceed $20 million can be applied to Phase II during the 20-year term, providing that all Phase 11 thresholds have been met by 2015 and incentive payments for Phase 11 have been initiated. b. The agreement provides for a 50% share in the City's sales tax revenue generated by the project for a period of 20 years for each phase, eliminating the need for dollar thresholds as in the Second Amendment. 4. In the First amendment, the developers were required to spend a minimum $20 million in infrastructure costs for Phase I and a minimum of $42 million for Phase IL The Second Amendment wording has been changed. It no longer requires the developer to spend these minimum amounts per phase. Instead, it limits the reimbursement to the actual amount of eligible costs, not to exceed a total of $62 million. For example, if the developer actually spends $61 million in eligible costs, the reimbursement would be limited to $61 million. As written in the First -2- Amendment, the developer would not have been reimbursed for any costs if the minimum threshold had not been met. The developer would be penalized for coming in under budget. PRIOR ACTION/REVIEW City Council reviewed and discussed the Agreement at their June 8, 2010 meeting. FISCAL INFORMATION The Program Grant Agreement is based on performance. The development must generate the sales tax in order to receive the grant payments. The total amount that can be reimbursed ($62 million) has not changed from the original agreement in 2007. EXHIBITS Ordinance Amended Agreement with Exhibits Respectfully submitted: Y"i Linda Ratliff, Director Economic Development Department c:'documents and settings jerichar'local settings'temporary internet files'content.otttlook\953-lted3n\380 amended agr-allegiance hillview (3).doc ORDINANCE NO. AN ORDINANCE APPROVING A CHAPTER 380 ECONOMIC DEVELOPMENT GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, LP; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Allegiance Hillview, LP ("Allegiance") has made a request of the City of Denton ("City") to establish an economic development program under Chapter 380 of the Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, on May 15, 2007, the City Council adopted Ordinance No. 2007-113 which included an Economic Development Grant Agreement (the "Original Agreement") establishing an economic development program under Chapter 380; and WHEREAS, on March 10, 2009, the City Council adopted Ordinance No. 2009-064 which amended the Original Agreement (the "Amendment'); and WHEREAS, Allegiance has requested that certain terms of the Original Agreement, as amended by the Amendment, be again amended; and WHEREAS, due to the nature of the requested amendments and to clarify the intent of the parties, Allegiance and the City desire to enter into a new agreement ("Agreement") with regard to the economic development grant described herein; and WHEREAS, it is in the public interest to authorize the approval of the Agreement, which is attached hereto and made a part of, NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Mayor, or the Mayor Pro Tem, is hereby authorized to execute the Agreement on behalf of the City of Denton and to exercise all rights and duties of the City of Denton under this Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR c:Adocuments and settings jerichar'local settings'temporary internet files'content.outlook'95vned3n\330 amended agr-allegiance hilleiew (3).doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 THE STATE OF TEXAS § COUNTY OF DENTON § ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. This Economic Development Program Grant Agreement (this "Agreement") is made and entered into by and between ALLEGIANCE HILLVIEW, L.P. ("Grantee"), a New York Limited Partnership, and the CITY OF DENTON, TEXAS (the "City"), a Texas municipal corporation, for the purposes and considerations stated below. Grantee and the City are individually referred to as a "Party" and collectively as the "Parties." Section 1. Authorization. This Agreement is made pursuant to the Economic Development Program provisions of TEXAS LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local economic development and to stimulate business and commercial activity in the City. Section 2. Definitions. "Eligible Improvements" means any improvements included within the categories identified on Exhibit A. "Eligible Phase I Costs" means the actual amounts paid for Eligible Improvements in Phase I, including amounts paid for the Highway 3 80 Improvements. "Eligible Phase II Costs" means (i) the actual amounts paid for Eligible Improvements in Phase II plus (ii) the amount by which the amounts paid for Eligible Improvements in Phase I exceed $20 million. "Grantee" means Allegiance Hillview, L.P., and its successors and assigns as permitted by this Agreement. Page 1 1915'010'9511.2 "Highway 380 Improvements" means the reconstruction of US Highway 380 consisting of two additional lanes (one on the north side and one on the south side of the highway) from the intersection of US 380 and Bonnie Brae to the intersection of US 380 and the nearest service road right-of-way for Interstate 35, including utility relocations required by the reconstruction. "Monthly Sales Tax Report" means the monthly report received from the Texas State Comptroller that shows the amount of Total Taxable Sales for a month period. 'Phase P' means the portion of the Property located north of US 380, consisting of approximately 153 acres described in Exhibit B. "Phase II" means the portion of the Property located south of US 380, consisting of approximately 257 acres described in Exhibit B "Program Effective Date for Phase I" is defined in Section 3 of this Agreement. "Program Effective Date for Phase II" is defined in Section 3 of this Agreement. "Program Grant for Phase P' means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase I and continuing for the term of the Program Grant for Phase I as described in Section 4.1 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase I as reported in the Monthly Sales Tax Report, all as described in Section 5.1 of this Agreement. "Program Grant for Phase II" means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase II and continuing for the term of the Program Grant for Phase II as described in Section 4.2 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase II as reported in the Monthly Sales Tax Report, all as Page 2 1915'010'9511.2 described in Section 5.2 of this Agreement "Property" means the approximately 410 acres described on Exhibit B. "Required Infrastructure for Phase I" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I, including but not limited to, Highway 380 Improvements and the road and utilities in Phase I that will be needed to serve the contemplated residential development at the north of Phase I. "Required Infrastructure for Phase II" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase II, including but not limited to the portion of Heritage Trail located within Phase II. "Retail Improvements in Phase I" means a minimum of 400,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase I. "Retail Improvements in Phase II" means a minimum of 600,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase II, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase II. "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase I, when final certificates of occupancy have been issued for the Retail Improvements in Phase I; (ii) with respect to the Required Infrastructure for Phase I, when the Required Infrastructure for Phase I has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Retail Improvements in Phase II, when final certificates of occupancy have been issued for the Retail Page 3 1915'010'9511.2 Improvements in Phase II; and (iv) with respect to the Required Infrastructure for Phase II, when the Required Infrastructure for Phase II has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase II. "Total Taxable Sales" means the total amount of all sales from which sales and use tax are collected from businesses located in Phase I or Phase 11, as applicable, excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes any store located within the retail shopping area commonly known as the "Golden Triangle Mall." "TxDot" means the Texas Department of Transportation. "US 380" means U. S. Highway 380. Section 3. Terms of Program Grants for Phase I and Phase II. 3.1. Program Grant for Phase L This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase I (but not later than January 1, 2013), Grantee may designate the first day of any month to be the Program Effective Date for Phase I by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase L The City will begin making Program Grant for Phase I monthly installment payments on the designated Program Effective Date for Phase I and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase I upon the earlier to occur of (i) the date Grantee has been paid for the full amount of the Eligible Phase I Costs and the Eligible Phase II Costs, or (ii) 240 months after the Program Effective Date for Phase I regardless of whether Grantee has been paid the full amount of the Eligible Phase I Costs and Eligible Phase II Costs. Page 4 1915'010'9511.2 3.2 Program Grant for Phase IL This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase II (but not later than January 1, 2015), Grantee may designate the first day of any month to be the Program Effective Date for Phase II by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase IL The City will begin making Program Grant for Phase II monthly installment payments on the designated Program Effective Date for Phase II and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase II upon the earlier to occur of (i) the date Grantee has been paid for the full amount of the Eligible Phase II Costs, or (ii) 240 months after the Program Effective Date for Phase II regardless of whether Grantee has been paid the full amount of the Eligible Phase II Costs Section 4. Installment Payments for Program Grants for Phase I and Phase II. 4.1. Program Grant for Phase L For each month during the term of the Program Grant for Phase I, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase I installment payment to Grantee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from the businesses located in Phase L The Program Grant for Phase I installment payments shall be calculated as provided in Section 5.1 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase I shall be a condition precedent to the initiation of Program Grant for Phase I installment payments. Program Grant for Phase I installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase I has not occurred on or before January 1, 2013, the City, in its sole discretion, may cease the Program Grant for Phase I installment payments and terminate this Agreement as to the Program Grant for Phase I, and Grantee will refund to the City all Program Grant for Phase I installment payments previously Page 5 1915'010'9511.2 made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase I if Substantial Completion of the Required Infrastructure for Phase I has not occurred on or before January 1, 2013. 4.2. Program Grant for Phase IL For each month during the term of the Program Grant for Phase II, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase II installment payment to Grantee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from businesses located in Phase IL The Program Grant for Phase II installment payments shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase II shall be a condition precedent to the initiation of Program Grant for Phase II installment payments. Program Grant for Phase II installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase II has not occurred on or before January 1, 2015, the City, in its sole discretion, may cease the Program Grant for Phase II installment payments and terminate this Agreement as to the Program Grant for Phase II, and Grantee will refund to the City all Program Grant for Phase II installment payments previously made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase II if Substantial Completion of the Required Infrastructure for Phase II has not occurred on or before January 1, 2015 Section 5. Calculation of Installment Payments for Phase I and Phase II. 5.1. Program Grant for Phase L Program Grant for Phase I monthly installment payments during the term of the Program Grant for Phase I (as set forth in Section 3.1) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase I as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to Page 6 1915'010'9511.2 issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase I monthly installment payments. Payments of the Program Grant for Phase I monthly installment payments will be used FIRST, to repay Grantee for Eligible Phase I Costs up to a maximum of $20 million and THEN to repay Grantee for Eligible Phase II Costs up to a maximum of $42 million, providing that Phase 11 installments have been initiated. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase I will be reflected in the monthly Program Grant for Phase I installment payment in which such overpayment or underpayment was reported by the State Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase I, the next scheduled Program Grant for Phase I installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase I installment payment due, Grantee will remit the balance to the City within 30 days. 5.2. Program Grant for Phase IL Program Grant for Phase II monthly installment payments during the term of the Program Grant for Phase II (as set forth in Section 3.2) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase II as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase II monthly installment payments. Payments of the Program Grant for Phase II monthly installment payments will be used to repay Grantee for Eligible Phase II Costs up to a maximum of $42 million. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase II will be reflected in the monthly Program Grant for Phase II installment payment in which such overpayment or underpayment was reported by the State Page 7 1915'010'9511.2 Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase II, the next scheduled Program Grant for Phase II installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase II installment payment due, Grantee will remit the balance to the City within 30 days. Section 6. Other Grantee Obligations. In consideration of the Program Grant for Phase I and the Program Grant for Phase II, Grantee agrees as follows: 6.1 The Retail Improvements in Phase I and the Retail Improvements in Phase II shall be designed and constructed in accordance with the Rayzor Ranch Architectural Guidelines. 6.2 In the event of tenant turnover, Grantee shall diligently seek to obtain quality retail tenants that are new to the Denton retail market. However, existing Denton retail businesses shall not be prohibited from leasing retail space at the Property. 6.3 Grantee shall fund the Highway 380 Improvements and shall guarantee funding by providing the City with an irrevocable letter of credit pursuant to the Development Agreement for Rayzor Ranch (US 380). Failure to provide the letter of credit will be a default under this Agreement, and the City may withhold all Program Grant for Phase I and Program Grant for Phase II installment payments until an executed letter of credit is received by the City. Should Grantee receive reimbursement for the Highway 380 Improvements from TxDot, the amount of such reimbursement shall be deducted from the total amount of the Eligible Costs. 6.4 The Property will not be conveyed during the term of this Agreement to any entity whose ownership of the Property would cause the Property to become exempt from ad valorem taxes unless an agreement with the City to ensure a program of payments in lieu of ad valorem taxes has first been agreed upon; provided, however, this Section 6.4 shall not apply to the property designated for the future museum to be located on the Property, or property designated for parks or other public uses, including Cooks Children's Hospital and the Denton Municipal Electric substation sites. Page 8 1915'010'9511.2 6.5 Grantee has dedicated within the Property all required right-of-way for the future expansion of Bonnie Brae as a secondary arterial. 6.6 In the event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area commonly known as the "Golden Triangle Mall," Grantee or its affiliate shall offer in writing to sell such buildings to IMP Denton, LLC for: (i) the then fair market value of such buildings as established by a qualified, independent MAI appraiser, or (ii) the amount of any arms-length offer to purchase such buildings received by Grantee or its affiliate from any third-party retail user unrelated to Grantee or any of its affiliates, whichever is greater. Section 7. Audits and Monitoring. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase I, Grantee will submit statement(s) of Eligible Costs for Phase I expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase II, Grantee will submit statement(s) of Eligible Costs for Phase II expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. During the term of this Agreement, the City reserves the right to conduct audits of the sales and use tax records of businesses located within the Property if, in the sole opinion of the City, such action is determined to be necessary. Grantee agrees upon request to use reasonable efforts to assist the City in obtaining such records from tenant taxpayers. Failure to provide such assistance shall be grounds for default, and City may withhold any Program Grant installment payments until such assistance is provided. During the term of this Agreement, the City will Page 9 1915'010'9511.2 keep, or cause to be kept, copies of the Monthly Tax Reports and proper and current books and accounts in which complete and accurate entries shall be made of the amount of sales taxes received by the City from the State of Texas attributed to retail sales within both Phase I and Phase II and such other calculations, allocations and payments required by this Agreement. During the term, the City shall prepare within 180 days after the close of each fiscal year of the City, a complete financial statement for such year in reasonable detail covering the above information, and shall furnish a copy of such statement to Grantee. Upon the request of Grantee, and at Grantee's expense, City shall have the annual Program Grant for Phase I and the Program Grant for Phase II financial statements prepared by an independent certified public accountant. Upon request of Grantee, City shall provide copies of City records related to the Program Grant for Phase I and/or the Program Grant for Phase II to investors, lenders, or other parties designated by the Grantee. Section 8. Default. If a party fails to perform any of its obligations under this Agreement and such failure is not cured within 30 days after written notice, the failure of the non- performing party to cure within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non-defaulting party to all remedies available at law or in equity (including injunctive relief, specific performance, and suspending or withholding Program Grant for Phase I or Program Grant for Phase II payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE Page 10 1915'010'9511.2 REQUIRED INFRASTRUCTURE FOR PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND (iv) THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT FOR DEFAULTS RELATED TO PHASE II. Section 9. Mutual Assistance. The City and the Grantee shall do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms and provisions of this Agreement. Section 10. Indemnity. It is understood and agreed that Grantee in performing its obligations hereunder is acting independently and the City assumes no responsibilities or liabilities in connection therewith to third parties and Grantee agrees to defend, indemnify and hold harmless the City from and against any and all claims, suits, and causes of action of any nature whatsoever arising out of Grantee's obligations hereunder. Grantee's indemnification obligations include the payment of reasonable attorney's fees and expenses incurred by the City in connection with such claims, suits, and causes of action. Section 11. Representations and Warranties by the City. The City represents and warrants that: 11.1 The City is a home rule Texas municipal corporation and has the power to enter into and has taken all actions to date required to authorize this Agreement and to carry out its obligations hereunder; Page 11 1915'010'9511.2 11.2 The City knows of no litigation, proceedings, initiative, referendum, investigation or threat of any of the same contesting the powers of the City or its officials with respect to this Agreement that has not been disclosed in writing to Grantee; 113 The City knows of no law, order, rule or regulation applicable to the City or to the City's governing documents that would be contravened by, or conflict with the execution and delivery of this Agreement; 11.4 This Agreement constitutes a valid and binding obligation of the City, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Subject to the indemnity provided by Section 10 of this Agreement, the City will defend the validity of this Agreement in the event of any litigation arising hereunder that names the City as a party or which challenges the authority of the City to enter into or perform its obligations hereunder. City recognizes that Grantee intends to commence construction and expend substantial monies in reliance upon the accuracy of the representation and warranty of the City as set forth in this Section 11. Section 12. Representations and Warranties by Grantee. Grantee represents and warrants that: 12.1 Grantee is a New York Limited Partnership duly organized and validly existing under the laws of the State of Texas and is, or will prior to the effective date of this Agreement, be qualified to do business in the State of Texas; has the legal capacity and the authority to enter into and perform its obligations under this Agreement; 12.2 The execution and delivery of this Agreement and the performance and observance of its terms, conditions and obligations have been duly and validly authorized by all necessary action on its part to make this Agreement; Page 12 1915'010'9511.2 123 Grantee knows of no litigation proceeding, initiative, referendum, or investigation or threat of any the same contesting the powers of the City, Grantee or any of its principals or officials with respect to this Agreement that has not been disclosed in writing to the City; and 12.4 Grantee has the necessary legal ability to perform its obligations under this Agreement and has the necessary financial ability, through borrowing or otherwise, to construct the Improvements. This Agreement constitutes a valid and binding obligation of Grantee, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Section 13. Rights of Lenders and Interested Parties. The City is aware that financing for acquisition, development, and/or construction of the infrastructure and retail improvements required by this Agreement may be provided, in whole or in part, from time to time, by one or more third parties, including, without limitation, lenders, major tenants, equity partners and purchasers or developers of portions of the Property (individually, an "Interested Party" and collectively, "Interested Parties"). In the event Grantee fails to perform any of its obligations under this Agreement, all notices to which Grantee is entitled under Section 8 of this Agreement shall be provided to the Interested Parties at the same time they are provided to Grantee (provided the Interested Parties have previously been identified to the City and provided their notice addresses to the City). If any Interested Party is permitted under the terms of its agreement with Grantee, to cure the event of default and/or to assume Grantee's position with respect to this Agreement, the City agrees to recognize such rights of the Interested Party and to otherwise permit the Interested Party to cure the event of default and to assume all of the rights and obligations of Grantee under this Agreement. The City shall, at any time upon reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other document evidencing that this Agreement is in full force and effect and that no event of default by Grantee exists hereunder (or, if appropriate, specifying the nature and duration of any existing event of default). Upon request by any Interested Party, the City will enter into a separate assumption or similar agreement with such Interested Party, consistent with the provisions of this Section 13. Page 13 1915'010'9511.2 Section 14. Compliance. This Agreement shall be conditioned upon and subject to compliance with all applicable federal, state and city laws, ordinances, rules and regulations, including, without limitation, all provisions of the Development Code of the City of Denton. Section 15. Limitation. This Agreement shall never be construed as constituting permission or authority for development or construction pursuant to Chapter 245 of the Texas Local Government Code. Section 16. Entire Agreement; Changes and Amendments. This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof and supersedes and replaces in their entirety all prior agreements related to the subject matter hereof including, but not limited to, that certain "Economic Development Program Grant Agreement with Allegiance Hillview, LP" executed and effective on or about March 10, 2009, and passed and approved by City Ordinance No. 2009-064 dated March 10, 2009. Except as specifically provided otherwise in this Agreement, any alterations or deletions to the terms of this Agreement shall be by written amendment executed by both parties to this Agreement. Section 17. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties, their respective successors and assigns. Grantee may assign all or part of its rights and/or obligations in or to or under this Agreement as related to Phase I and/or Phase II upon written notice to the City of such assignment. If an assignee agrees in writing to be bound by the terms and conditions of this Agreement and executes an amendment to this Agreement, the assignor shall be released as to the obligations assigned but not as to any obligations or liabilities of the assignor to the City that arose prior to the assignment. Section 18. Notice. Any notice and/or statement required or permitted to be delivered shall be deemed delivered five business days after being deposited in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing. Any such notice and/or statement shall also be deemed delivered when delivered by a nationally recognized delivery Page 14 1915'010'9511.2 company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address. If to Grantee: Allegiance Hillview, L.P. 1345 Avenue of the Americas - 46' Floor New York, New York 10105 Attention: Constantine Dakolias, President with a copy to: Allegiance Hillview, L.P. 5221 North O'Connor Boulevard, Suite 700 Irving, Texas 75039 Attention: Andrew Osborne If to the City: City of Denton Attn: City Manager 215 E. McKinney Denton, Texas 76201 Phone: 940349.8307 Fax: 940349.8596 With a copy to: City of Denton Attn: City Attorney 215 E. McKinney Denton, Texas 76201 Phone: 940349.8333 Fax: 940382.7923 Section 19. Venue. The obligations of the Parties are performable in Denton County, Texas, and if legal action is necessary to enforce this Agreement, exclusive venue shall lie in Denton County, Texas. Section 20. Applicable Laws. This Agreement is made subject to the provisions of the Charter and ordinances of City, as amended, and all applicable state and federal laws. Page 15 1915'010'9511.2 Section 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. Section 22. Benefit of Agreement. This Agreement is executed solely for the benefit of the Parties and their successors and assigns, and nothing in this Agreement is intended to create any rights in favor of or for the benefit of any third party. Section 23. Legal Construction/Partial Invalidity of Agreement. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. EXECUTED and effective as of the day of , 2010, by the City, signing by and through its Mayor, duly authorized to execute same by action of the City Council, and by Grantee, acting through its duly authorized officials. CITY OF DENTON, TEXAS MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 16 1915'010'9511.2 GRANTEE: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, its general partner By: Name: Title: ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the day of 2010, by Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of said city. Notary Public, in and for the State of Texas My Commission expires: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of 2010, by the of TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, the General Partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of the limited liability company and limited partnership. Page 17 1915'010'9511.2 Notary Public, in and for the State of Texas My Commission expires: Page 18 1915'010'9511.2 EXHIBIT A CATEGORIES OF ELIGIBLE IMPROVEMENTS Categories of Eligible Improvements Estimated Costs Hwy 380 Improvements $ 8,133,150 Site drainage 4,720,750 Regional drainage improvements 2,696,750 Internal commercial roads, including water, sewer, 20,004,064 streetscapes, plazas and amenities Scripture Road improvements 675,050 Bonnie Brae improvements 1,271,900 Public Parking garage 6,730,375 Major public infrastructure relocation 2,013,650 Miscellaneous fees/services 5,754,311 Interest during construction on non-residential development 10,000,000 TOTAL $62,000,000 The actual cost of any individual Categories of Eligible Improvements may vary from the Estimated Costs shown on this Exhibit A. Grantee has the right to adjust individual line items of Estimated Costs of the individual Categories of Eligible Improvements so long as the Total of $62,000,000 is not exceeded. Page 19 1915'010'9511.2 Extilblil B METES AND BOUNDS, PARTOl' E AND PART nVO 410.20 ACRES (TOTAL) FRANCIS BATSON SURVEY, ABST GT W. 43 Bzff & C:R.IR. COMPANY SURVEY, ADISTRACT NO. 192 PART OME BEING a tls'acl Of land ,ttuated in the Ffamr-ice G tao-'ti'-3u,wny, At)whrar.3 fda 43, in u,N o, y cf Fwirilrm% DenlcHl C;r rjnly, Toxur, beioi) all of ; calleri 111.4759 rir-rr tr.Ar t (d = rri{:ll€ a~ of ;rFph.md f-io 1 Trarl, 7uncA 2). d1 ,"-::r,nbod io 4le, d tf~ be:rtlf:n 1 f llvi LI':. f._ co ded in Lemon County C'IeiVs Fil!D Cho, ?~:d} 17+,50 [,f lFr, Real Pmpnrty Records raf Danton County, err '~s. all of a ca[Wd 0-27FA s. tract (Tart 1), ~1 r:Ale-d 2A017 aGrQ tlrict (7 ract ) and ma r..m3ll©d 2 2200 acrd tram (Tram 3) dasr..riLkrl In dae 110 r u ftturre alb rrt}n Self 5trrrarj, l..P., f,;~utxda^d in VDIU;Ti?M C?21, p,ap 611347 of the IRoal Pcopcfly Rocorda cT Di, ntQn Counri, f p a t1 0l i3 i2a 11?-d 18.269 aCm fact, rfrasr-o6@5r:,d in clbatl 1c, Ucntipn FrnperYy Jr_+Inl VvitilarEa: rrC-Cjcied in QcmtL 'I cGunly C Wrtti n Fllr; No, CJl -Rci1 [71370 of the Re At Prop +apty R ,~rds cd Denton C',nunty, 7c-« , 311 al a rx iteyl .?.3YtJ acre Ir,.rt, dascrrbud in doad'to Do Hall Prrrr:Firlia'i, Ltd., re:na-irT.Ri i in Uanlort C'ounty~ Fib° ND- Z00] 10231 of dw2r Rer)l Pml ui'ty R, nrds of [N plan County. Toxo , bclnfj part ol! q rolled 3.~r217 rrr ~ t, rtr,f Land da rrlGCid n to Nlo( r1lJit€~ C.rkaak. 114,vnlopw4t50, lnr., rr-rir<ldd iii Velum,-4~~i2 Fage0-681of th(e in CJs~.i Rool f rnp-f"y PurAardF, of QQnlon Cnrnty, TcyaF, :end all of Lot 1 of SA14DY ADD11-I1:~", a,i add,il;nn to l(w City ni QQntrm. Der0an County, Toxa,~, aecxxdinrl to thin plt,l tlrtrrjOf riwordcd inVolurno 13. Pogo 47 `stl CLtb .el. J, Slick 34FJ oil the Pla3 k)kactords of f7enton CGunl1, Tr c ss, and beirvg mfifLu particuIiiiy tl;v-cribGfA by rn~trar. f ll~w~; and bGUrtd3 as f3E IF1111 1G ryf a '111-1 n_h Iron cod tu"rid Ier the north erirl of a cYDrnu dpi at Iha int©m.Fwrli,n rat Ito north rir}ta1-of-way lir69 of %Vast Llruverlty Dilve (U.5- Highway ND, J00, A 100.0 form wdn public rinl-il rjx7 - - 1he Yie tit right-of sway lima of Ronnira Dniw ilfcaat v-,7fiabla mdai pulai'u!; iidhf ~f ~r+^a;) TGIF I;W F"'$l c~~.~lerl}~ -,oulhemssl comrr ni 1t-,o fir;forcirneWinnad L,:-)t 1 do AND`r° AJJDtIION. TIIENCE V4[11 t[;a CurnnT cliP, SCU III A5'48"'t' W t, a dislnnc.rs bf 90-93 fwFl to a~ 1-inefa irGn IT'd 6Qu11d fdr Ulf] ~d I, THENCE will-0 lhf5 mci-th rirlht~nf-w3y lino of VJcstl Ilnlror.Jby ~~ria~c~, IT,a (oll:ming cmurw-cs rand di~tarr.~4 to V'It' --tlGrth Cf9't r' 0' Wei, j-3 dirlonr+a of If 3. fool to a 5)8-Iri0i iron rad vritfr "KH"`nip t_ul fur currrer, ...tjoAh t;13-~ 28' V1rp-st, ra distance ar 1761-77 feat to a 112-t.n,; si Iron rod frond frar U'ra r~uf; Gast pan .~r Elf _ Il ° r_-Ylled [1,9'217 Faun tract; TFIENCE le avlrig Ilse nUtfr 61111 t-of-v,:3y ling of West uni:eruity Dridn wilh 11 in east Iine of I,h.a 0.921'J t3cru Li act, Nor,h Co-2 t' ;0' Last, a di5toncco of 27!5 40 fLl ;c+a Patnt for t.cm,'F FF, f T HEHCE crc:ssing the rd Ilr?{l 0.0217 r,r_ra Irrxct, tliu fOHUW rrinlj r~fur5kj-5 Bind ditjr2r'ir:CI I€7 v.'i{~ G u:rrrr~r. yNomI1 rj "10'52° trdasi,: a rjir;t nee of 227,ta1 teel la a pcli'rtfor --:Toni, 00'5535° Fast, to diSt?ncru rat 80.89 fe-n (a? tainl frr wmw-. r, --Nor [Ii L9t*00`25, West, a 0l0ur)ca oll HMO }Fast (m7'a point lo; c n'Ir;rIn the 0aSl itne G1 Lot 1, ~~c1 F1 t7f PORTER)ANDRU', ADDIT10N, -341 addition to the City rat r)enWn, nenlon Ccsunty,, T~x~s, ~~cc~ra irxl to 41ie Fist ili w--.rf oecorded in C:abiriel 0` lldu 45 +=d tha PLE R xjri~, of Dt;nlcn Gounty, r r2~tami: rr r'1>•~ ICk^kttlm M illy _ cz1 t~ THENCE vMti ihl+-ra~t flria cf Lot 1, Flack ,A and thn ?gat Eic~ M Lei 2., UMD6k A of fPQf T'~FVAt,4FF-1%1j ACIL1MO d, an sA(J~jtfon to tile lily of Den!on, Denton 2 aunty, Texas, orx;ordurzrl to lhn plrL if a4.Ji r tj-~ 1 in CbineE V, ;~Iidun 356 of tk.-~ Plat RrwrdS crf tteritori C`uurly, i oxar3 i, Naolh DO'L-9'47" IA'ra1, a di5lan~:,o_ of 217 .11 iv j 1£3-!nrJi iron rm wlih "KHA' rrrks :fiei For tha raorthcnst c-umv of Ir.t Brcc , A; THENCE urith the north acid bwom Ilnr.2, of Lr,t 2, RICLk A, ha folfrraiii i r~i sirs and dlst=ntr to wit: -iaorih 5F;" :2'36" Vlt Wit, [ clisloncr. of X 00 G1 fv -t lu a 4113-lydi Iron m withr'IK .HA' ;a[i s;M fcu c~nit-n r, -Srjull'y 01`R C Q 9' %NF.15t, as r IFhirim of 23 99 feet to a 5M-'sdi irna rod oral i "Kilt," ca Js sat foi die ncrtheast cr moo of Lof I R, Fif ir_:k• 1 of ALVIN AND I I-G'ti1 1 OTTE WHALE` A.11L rl I10N, an addil:;;n tr; It in Cily of Doilla'ul, Donlon Coun(y, TCxa_,, ~=[~z rESir, ~ try tho plal Mytcrriof rcr dig d In Cn h.inot I, w Ildei 141J of tho "I.-Al Rorz,d'-1 of ComonCr_wnty,Tcx,s; THENCE le;;witig tha wesl Ilnro of L.,,)l 11, Hlo4_kA of FIC9ZTCR,IANDRUSADDITION Mth air: i:c-ith I111=.9 of bbl 11[i Hlerr„k I of AL VA AND t HARD+GTTE WHALE`f ADDI i 6J,4, NrirlJi 6f al' 0' Wei` t, a 65taoc,A 0' 3JU,3P feat Io a 518-lach irons rc)1';nuill 'KHA- r.,Ip ~Jat in liva viol iw:.or,I )dy oot~,kway Ilwj In1aisUij Hie"-ay W). 35 (a volln0hn width ,public, cp il-of-way) for 01f ruoM northerly uon1 uasl c-orr ar of Lot -IiR, 3b'_*. I cl' LVIN AND cH,ahl.rl %Y-OL -Y :,DD1TlGf,. I HLNCE le wiriq the ncralh line csf Lot 1R. Uloc;k 1 cif AL,PH ArF D C1iARLC3-FTE Vv1-tALE'r',AUIDITi '4J wi i ihET u:idhr_z,5iariy rjgM.cif-way lino rritLrrSf!4tLr hli!gliv'ri3y N(a. 35, NaWi 15'OTrYl.' Mist. a 11Ltam, Qf E3 .417 4:,C11 ID a t3 lnoh lion road with 'l U.." r -l ,ul fpr tha ~ utliw'East cizim;rof Lct 14orGREENRIVAYCI"LM ESTATES, eri additinn 4.) the C'.fhfs of D enloo, Donlon Cmary, Toxa,, id;c: rdlrb.7 to PLO f,!'yt Ihervof rr~_,rdML In dcduanr3 4, Paga i :if th u PILit fteu-ordr5 of fJ_=y)truri ttuz:rttr, 'f`rs:-~;: THENCE Irioving 1hF n iTiftcnslerly rlgh[~af-way iinra Intcrstnlo Fi'Irtrvinyr Nu. 3-~ with tfyj r..auth aoici Lasl llrw of [:rRrFN'.^A CLUP ESTATES, th.D falle,vving 0OLIL;UL as J' dlsrtri~~ l i u.11 _NciUb 13'1 '13° East. a 0i anc ra( 51039 fait la n ti,)84ndl iruv rural w.' i `I(FtA' nap seal Ic.i the, k ginninr3 of a curlve, to tha tighr- Ea~trrrly, with tloui curve ici IhC+ riegiA, ihraugh a cmrraf angla cif 16)'47'40'. ha viri a rid us r.;r -145 00 frz,t, and 'Ouji 1 L-ecL iri~~ end di$ipa ci t of Nuitlt ~1';f9'IJ3" E.li it, 100.76 faal,;:i1'i jrc.6si?nr=_~i Df 101.13 `Eel v) L E .`iG,irlch iron rut] r,illr'htfi,A" Cap set for Uiv are,' of IJ'_ curvab; --N'ijFtfi 89"58',Q" F,-0, , di5lanc.-p of '#trrr 46 fael it) 3'5rs3•inch iren and with 'IQ-TA' cap r-t fsw uara_M.,r; r' -north 00'57`iY1''Nost, a aislaric-o of 450 70 foGr let a SM-ira-ft ircin and mtfi'F41-iA' rani.! fL:A th'.uz sirvih'.Mr3 t tamer of LDI 1, a!ock 1 t1 of WESTGATE FiFIGH K3, an add,; on !p the City of D%lifuii, +oenlon _ f=;uuiiiy, i `r3y, ae_arr7in,I to NIF~ (-plat 11to(nof rerranl; :1 In Gab'rva E, Ildey TFj of _ f'I~3t Far_)rdr, r;f Cit~rilun CfFmty, Tfxos; THENCE teaving the r 'sat lire of GHELUWAY C01 ESTATES x+ lh trig ri-u r by arsd rua,l of WE STGATE HCIGHTS.ihnfultUwamyr_furrc arrddistarirfar,toM11-- -"qc,rlkl M'3. 37" Ear I, a dle.tenen of 48.23 feet to a C,1J3-iridi imn FF3d wilh 'XF cap sLr rct comes ~F --South £17'34 57 Ea-=.1, a rfim n4,~,, of 10-12.99 fc it frr n SIEI ~r di Trot rFKJ wViLh 'i1',F4A', -I7 til `cw r,.-Jrner, --Pdorth 00*U: ,7 F „I, [J:sinn r. of 1fl aA fz~at to a 51ti=Ivwfi ljT3ri irud with'I~H :;,p ri for Ihr mL.si c nanh6rlf riorthwnsr e;)rner of Ifiu bafor nrigri ion d 121 779 aeai~ t`aCl u THF_W,l~ 11~7,-dinglhi castliili?of WESTGATE HEIGH`f5willi1hecoW',iin2Of uiu 1:'1-11 T573s-ra.Imrt-`3,autti J9' 1 ~'5C'' Eris a r1(SLarx_ii or "067-2q feel to na ,N-inrti iron rod will; 'l,HA' m. }rid irr Ilia w. ,t right.,cY,Yfay Iirsu d Bori.rlie flm!~ 84,9Pl; r L Ps F) e 2 nP 6 - ~ Yf-,fMJ{zti THENCE lugging I.ha rants titirs Of U10 Qi1 ;7,nrr7 acre 1;ac.twitrr Ove w l iimphLcifway Ice oG Dunniu Brac, Stl-fat. fu11o.Ojin{7 r'orarE: 4r, and dl5f- n~ y to lt: ~ouLt~ {in',17'iti' Vdcst, a dM; rci3 of 16'5,:35 fu~E to a rbYB-Ivuch imn nA vvi(h'KHA- c ;-p set for Cwsfc!" -S,nu,thi 00'26'45- 'u ost, ad].~.i -nre or 56B.70 toetto tho P0114T OF 915-GINNING' and containing 153_.37 acra.s of land. Flo,jrirrrj 5y5tEtw has©d upi aTuAo tali Plana Cocrdinatti v}~t:^.n'v, US1119 MrJ-wr:)unls F[L1r5101f7f3 AND PART 7WO B.F-MG tract of lartid i~ituatuid In Ihu rr3-f3-13. & C.R,R- Company ejf-,4Fuy, Abstract No. 192, IntJ',a Cityol DL-oEon. DeilLon County, T0.xas. boing pert (1 a r dll NA ZM636: rcrD tract of land f{ius~aljiliLn 3I 51-r_pLiai H-Al Traet. TnGt 1), described fri duod to Ui~:nlrn Hillvi5w. L-P-, rarurded in G'antcvi Cr,upily Clark's, Pflkw No. 311f3 a 1 ~7 G of thu Real Pray iiy Rmordl oT Uj4rrlcin CDunly, Tuxis, iirx3 nP of L v, 3 0 LOT PEAR (Y1~HRI STC N AUDITION ND 1. an addiiiun to 1ho City cf Donton. DcntcKi Go only, ex~, Lrxi rdfnp to tNt pjl At tt,e r-eat rLr,ur[1Ud in CdtiirV U. Sllda 34 of tht FILM Rocixd of Up.ntrili Cumty, Tcxo , cad b og i"Xc, p~,,rtJcularly dry~rsi~ud by mr:i~s 4nd ~~unrJs as f~e!Icriv.~; aEGINNING at P. 5i8 •irich Irori rod fourid in Ilia south rigflhrf-xay Ilik€: ut 4" ast Urnivpr3itil Ddvo Jii, S- Hlghviay No. MO, a i nd.m r3D1 veidi$ public right-of-way) for lim norihedy Gammuo rrirnn-r of Lf.-,L:, 2 af-H! 3 of Lho beirimmentirm -d _CTS i.?A3 PEARCYf('HNS"pUJADL3filC'N, THENCE If,,avinr} the SOU111 right 'of:tway Ilea of Wes! Unlvar:;ity C1fvwt wAh thf: rtil iii nr6IIF~a of LrLis 2 and 3, Suulh Cl i "05'2t}- V¢usl, a d1.~tancB of 67ti-tlfl Niog to 514-Indi iruri VzOd irxInd fFd U1.0 rr utl;arly (x~mmun e~ni5r of I,c,tS 2 and 3; TIAENCF leavifnQ Una €,umr: on Flno of Lfjrzk and 3 vrrith the:;oLith linos of Lot '2 ind Lot iGof LQf3 i-A, 1-D. 1-C PD'A RUXiRIST-3N ADDITION Nb 1. an 9ddilwn to We City of GlznL, A, D,'jn1cfl GnonCy, Yux~is, 2ccordiriq to lh?n plat tlt cC Uf r_ sri] W[i in C3binet L,'lida 130 of tf [u Plot Records of rienim County Tt xas, _ Se[alY; B'01'3:1' EUs.I, Iinssing 1ho ?erulhea;t r~rnr>r of Let 1.L nt ii di t~nr of 711.5:.!) feet ,nd D-,rdrnuiiFwj for a local di Estnrirf? vi 7317 60 feel Era a 510-inch trrin Fod ln. and in the we5i right of-v a~ line of tlenflio I3r_,d Sl.o't (a variaUJc width pJubdlc right-f~f-mAy) for iha must. uastPifiy naillie-,sl. cumorol 91r3 71U: 4rem+JAgbf)Lld 265 611F45 ,hfra Ir-nG1; THENCE rvltfi liio vfraGl n4Jnt-rf.way 1iiia of Donnlu t3r[3'L1 'SlIar_+t, tt,[, lf_,tlwriix~ exrur =c rnd ['i t_~ir~s to 4vli ~inutl,, [Itt'SE4'tiN1" Vkf+i° t, 9 dl Car,cx c.4 le315.01 feat io a 518 irl.cJ1 iraerk rcri s,ill7'KHA" [..3p sat lur c---win: Sough r10`,1B'51"'Afast, a dl5tean4x_' of 1'iT5-56 ff-ol to a 51E3-Irzti irrn rrx] Va Lh `KI Vk' czlp 5p't frv 140 lip.glruii nvd of a c, ono to lhie riglll; - Sruthwt~~ tu,ly with tha aurvrb is flit) iILht, Wrruoki Ei. CoI'dtf"J riDgIq crf 4' °'n bra"'. li`aving a fryirr, of ql 32 1.CI7 heni, and chord tioa Hop r+nd di;,Lmcn of South 23" 19A7- ti° o :t. 24 r.91 fef~t, art arc d ;t'a i-co of '52-35Ic'c:t to r+ bya'incti kon end ff3LJRd fr,rlhu baginnlrxl Elf iru or-~rf +eJIUe t[r khi 16 ft: w Ssuthwe-5iar1 v1Lh the ihie cur,1a I"i II,n tuft, 1111utiGri a cc nlr l s n,la cif 57'3ba'Anq ~-i i-ifiu_: cif ifkZ'.O1 1L-ul, a;lJ i7,hcTd buaiing and dislancu oI :oulh 17'04'43" Was't. 3T7.30 fr ,t. pm arr., d!stanta of 3l3.fi i fraat Ira a 5113-inch irvri rod foirrid fui the and Drth;~ r1:rve , wouLh 11'41'10' Ea',t a ijklance of 10.137 (4~cl Io a ` 16-inr,,t, Iron rW fcmx frr-ili5 nurllr errid of a µ'}mui clip at the w1cnia +:;tion of ihu narlh rlght-of- aiy W-0 of `r['jp umi -iU-=_t ~a v; jmblo `Vida! pul3fli- nylrt-[if Way) and tha West fi hl-,nf-~way I?nr- cf Ba;,riia wan 5tract; THENCE wfth I11-3 cc,irIor clip, jduth Vhr ',,t, n dlatanu-A ol11,+13 feet r,o a ErEi,. ncb Iran rnkf f011wJ fctir IhF3 57uth, end of tho "7cwf rJip-; }"agn of Ca jrw~'w7 krlrykt5m 1~ _1 ar^d >s, e~ FTHF-~MCAE.',witk tlita no lSa lir5e raf S4r9pttar0 Nnrlh Er5°55'00' Wert, a dlmariuL, of 1;-0 lf`y i;'O et1Far3; THENG(ieavinrg Iho moth nghit,af-wuay Ira of Scriplum Sunni, tr3 fokr.4ir~j cvurf-rs and dizmf 7zns loyM. vNodh 01 "02'00- f :.st, ra di5liu-,Ue Of 500 06 `e'31 to a 518~inch iron rod found iur c(jo :r -Nar-' i rNF59'00' We t, c di5tancst of M51,56 farm to n S ~ r-ch hoi;l rw1 dcw.ind ini r intIG -fiootli 01'02'00' a dfw*Inru of 5GO.06 fe'gt Ira a 5M-lnrh imn r-,,d found Ira the r w1h ry N i)r.wTiy IIr.E4 of 3criP"UT-u ~IT-P- . THENCE uwilh the north right-af,way tln-;~ of cripium Slwol. 01 it~ltn+r r ti i~'.a„~~s and cdi inc.-s to sait --FJar1h 88'5'00' West, a distar,ca of 31 GA 4 F aM to a 541ndi imo cod hMln RA" cap °;et for c^m e; -fdarth 88'Aa'2p' West, a dismr.ca (-j( 41 73 feet (c o 51&-Trh imn read fcxmad in tfi~a mrffva, Aerfy iltlhit-ref-way lino `M-r,,tal0 Hi fair No. 15 voriablu wAM1 putallc ri~it-ral v.-ay) and the nefth rtghd.cf.;way Me of -'31-dptu4-a Strofil for thp, most anuthe'dy scit 114' n't 1 moor of uw~] Z~rx(-'aG'5 ;ac., (fart; THENCE with the rviiiiiaosirrly right-iDi-w-,- py ling In7ur,i-3Ie Hirihw'a{ No- u5. CEa dutb7,vir%1 c uo'.,tis 3n1 di stld)r-L'3 to V.11_ -hdfrlfy 15'50"30' we 5l, a dint nro of -M-3 (eO 1:~ n 5411 ride imri rr)iJ 1rviua'I+ HA- Grip ,e t f.:r r2frtiar: -Nor,11 16'24'00' MMEA. a di5tancre of 3491.36 ffict to a :aM-frcla imn rcd found far mAner, -Norih 14"501_t0~° E;a t, a EJi5tovrr, of 171,01 font to n 3 lncta d,j r I;,P- in ~ r°~ cylu fut:i ~a f_~ tlirra€i --tlurtn 4u'o~; I: - Lani, o 6li1nw or 3U3 I).5 fec[ Io 2 5i~Ic~ Iran and fnuf'4 ft~,r rnrrier, -Ncoh 50'32'22' Fa=A, n disinFwin of 11.1.w2 fei.'A i+-) a 5;1} 1rK-J1 imn rod frx:rw for ixmur; --Nnrih [ F51''25' East a eislanca of 13,0? 'ect to a cancrele m~,ruJmenl found in [Tic rauth nigfit-a-wny [lat5 rat 1/J["_zt tlniw~.r~it-y Clr~uri; - THENCE I±~aving tho in-oilbea,fedy eighl•uf-way [inn Intemta1o Htrjhway No, :'n5 van I1i43 south rfifil•ef~nay tr>n of V cA, Univcmiiy Dnvl:, Zhu fullau:np r. urrtu QM 6L;L'jnrais tt VA! -~Duth f3i3"E; ,-113" East, a eit~.tonce of 24,40-00 I'vot (o o 5JU-inc3r host rpxl w°i".h -FHA' cap sr=. fcx rurnEr _ - rvialh 01.A'0 1'07' Ej5t, a distancta of 117.72 f~. t to Ilia PAINT 0 BEGINNING uric( ccnlaiiiirnj ache's of land- ri (3C nn r7 T.,, y; tam tlri,2d upFn l-ux a5 5ta10 Pla Ina Cc.-Gr0iraI.p!j c:4 n, u*J'it~ tn!~rttomP-nt5 R06101{]8AND R D 5100&D. ' Tffls documcni wan prerj,2 2d undar 21 T'AC j663-21, rlacs rii7t rra[lect tho nasupts cf an 4)11 thtc- f rnurid survey, ~ .(rid is not to he used to ci_fnvey OF eStahl eh inleFT-515 in MI-11 PMP9rly cxcr:pl Ud.=_aa rigtits and Uitur t i.iil,:lcA or esr3(ildshad by the cncotton or rer-un,5qurat6an of the bmmdary of Lhan pflltieal su-b li.hlan free inl)Id1 0 we_s f,rupL~; V s L t~ r f F W~ J P~~1e .S i7f G ~ Elm" 'e'l _ MIS P:2%.:::i 1!: 'y F„ PART ONE, 153.37ACRES FRANCIS BATSON SURVEY, ASS TRACT NO. 43 CITY OF DENTON, DENTON COUNTY, TEXAS a: s. ± ..hr.Y, Y!-1W - - aF1F 1' ~ SE~S.ekI.T _r~f~ -s1 Ta 4 BEGMIONG WAR cmfl r5ry ~uY 'r 3~~~1 c' el f. ~ 'ham Vii' r, f;' sl L P51.311 ACRES 1 ~~Yyy ~ R. 4~ YJ T~ a /Y rJ~ S tj'kiy .:r4 1I 'rte ~L] to ~,t;if~ r~~ a.~rz J:IfxrT a} L'SI.Ly', ! A1J' S-~iariJV 4 ULT~.ma r:.V:. A~RRL(. A4 I ~ ~K;.7a S Y i-vs d-1 r!~ a i' Lr 1 ,4 Il.rx b:.T1.14 xw'~ iievxr w1 C! 5 th L £ r~1~.-TSY n r. a+ L, h Yh T rTyy 3. i1r 6...[x-1_ y ~:,~r~cm r~ r4 hYICP,:j`IR i-4-41 > YPA• "'j L_C~ TNrlS'S1 't r" jr- dJrJ ~ J ty Y5 _ v.A~" hIF: ~ja*~r ~t'. xT. +,YT Y}ri+fii bll Lk4 FART TWO, 66,91 ACRES H13.8. & C.F-R. COMPANY StJR V Y, A£35MI CT NO, 91-12 CfT Y OF DENTON, V EN-MY CCOJ T)) TEXA S' rte.' 1161++117 11~1J i Y'• ~ ~ YI;'t lx~C*1Fr L+~.'rP ('.CA nK7rcl.r ara ~ L5 r ~ _ r.LAv' r z., l . a ;a uaj e r: Dl r¢~r.-r ro+c tai A-M 217, JA r c I PA r: F r ti ~ u'a. Fv z>r a scrb.~v n,xr ~ n~ K. ~Sk r3 ~ - 9y r l F1 S I'~ Ir 57 u r._la rt~ ts.~J s - fl F r91.7 W..w' a . r s" r A T 7 J: ' 1'P - rw~T.aa .l.-1,~ S~ LM._IP -.i;ti,--ari _s..~•s -LkE7t~••.A ?v n. l {,ni7 fL Pjg7 6 orG AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 Questions concerning this Acquisition may be directed DEPARTMENT: Fleet Services to Mike Ellis 349-8424 ACM: Jon Fortune b SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute an agreement by and between North Central Texas Council of Governments ("NCTCOG') and the City of Denton, Texas, regarding the grant allocated to Denton under the North Central Texas Alternative Fuel and Advanced Technology Investments Act as part of the American Recovery and Reinvestment Act for those projects identified for funding under the Conservation Research and Development, as filed with the United States Department of Energy in the maximum amount of $725,514; providing for the expenditure of funds and an effective date. BACKGROUND The City of Denton is a recipient of funds under the North Central Texas Alternative Fuel and Advanced Technology Investments Project administered by the Department of Energy, through the North Central Texas Council of Governments (NCTCOG). The total amount of funding allocated to Denton through this grant program, which is part of the American Recovery and Reinvestment Act (ARRA), is $725,514. Local matching funds will also be provided by the Fleet Services, Solid Waste, and Electric departments. For some time the City has been planning to enhance its options for the use of alternative fuels in the City fleet. The 2008-09 fiscal year budget actually included funding to construct a new fuel facility to be located near the City's Landfill. Following the passage of the ARRA, funding became available from the Department of Energy to fund initiatives that will promote the use of alternative fuels. The proposed fuel facility, which is planned as a joint use vehicle wash facility, was in the design process and became an ideal "shovel ready" project when ARRA funding became available. The Fleet Services Department submitted a grant request to partially fund the construction of the new fuel facility and to purchase three heavy duty hybrid vehicles. Staff learned of the award of this grant late last year and the City Council approved the construction of the joint use fuel/wash facility at the December 15, 2009 City Council meeting. This ordinance authorizes the City Manager to execute an agreement between NCTCOG and the City to receive the Department of Energy/ARRA funds. Agenda Information Sheet June 15, 2010 Page 2 PROJECT DESCRIPTION The following is a summary of the items to be funded with this grant. Projected Fuel Island Construction Price $1,200,482 NCTCOG Grant - 599,860 Fleet Services Funding $ 609,622 Alternative Fuel Vehicles Peterbilt 340 Diesel Hybrid- Electric Vehicle $ 262,500 NCTCOG Grant - 48,040 Electric Dept Replacement Funding $ 214,460 Two (2) Peterbilt 320 Diesel Hydraulic Launch Assist Vehicles $ 316,766 NCTCOG Grant - 77,614 Solid Waste Dept Replacement Funding $ 239,152 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The joint use fuel/vehicle wash facility project was approved by the City Council on December 15, 2009. The Public Utilities Board approved the joint use fuel/vehicle wash facility project on October 12, 2009. RECOMMENDATION Staff recommends approval of the ordinance authorizing the City Manager to execute the Agreement between NCTCOG and the City of Denton to administer all expenditures of the formula funds allocated to the City of Denton in accordance with the North Central Texas Alternative Fuel and Advanced Technology Investments grant, as approved and/or amended by the Department of Energy. ESTIMATED SCHEDULING OF PROJECT Fuel Island anticipated completion - September 30, 2010. Alternative Fuel Trucks - The delivery schedule for this list of equipment varies from 90 to 360 days after receipt of an order. These will be purchased between June 2010 and June 2011. NCTCOG 2010 Grant Schedule: June 30, 2010 Program Agreement due to NCTCOG June 30, 2011 Projects close out with all expenditures completed August 31, 2011 Final reporting and paperwork due to NCTCOG Agenda Information Sheet June 15, 2010 Page 3 FISCAL INFORMATION Grant reimbursement funding is requested in the amount not to exceed $725,514. The fuel island construction projects will be funded from FY 2009-10 Fleet Services funds and the vehicles will be purchased from Solid Waste and Electric departments' replacement funds. EXHIBITS 1. Ordinance 2. ARRA Agreement Respectfully submitted: Mike Ellis, Fleet Superintendent S:\LegaJlOur Domments\Ordinanre \I(p Grant Ord! r anu for NCTCOG ARM Grant Authcrssati-dac ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN AGREEMENT BY AND BETWEEN NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS ("NCTCOG") AND THE CITY OF DENTON, TEXAS, REGARDING THE GRANT ALLOCATED TO DENTON UNDER THE NORTH CENTRAL TEXAS ALTERNATIVE FUEL AND ADVANCED TECHOLOGY INVESTMENTS AS PART OF THE AMERICAN RECOVERY AND REINVESTMENT ACT FOR THOSE PROJECTS IDENTIFIED FOR FUNDING UNDER CONSERVATION RESEARCH AND DEVELOPMENT, AS FILED WITH THE UNITED STATES DEPARTMENT OF ENERGY, IN THE MAXIMUM AMOUNT OF $725,514; PROVIDING FOR THE EXPENDITURE OF FUNDS AND AN EFFECTIVE DATE. WHEREAS, the City of Denton applied for grant funding through the Department of Energy's North Central Texas Alternative Fuel and Advanced Technology Investments, administered through the NCTCOG, a component of the American Recovery and Reinvestment Act; and WHEREAS, the City of Denton was awarded $725,514 in formula funding through the North Central Texas Alternative Fuel and Advanced Technology Investments grant to administer programs that met the goals of the Department of Energy for this grant program; and WHEREAS, it is deemed to be in the best interest of the City of Denton to accept the grant described above by entering into the Agreement and to administer these funds as approved by the Department of Energy; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council authorizes the City Manager, or appropriate designee(s), to execute the Agreement between NCTCOG and the City of Denton, as attached hereto as Exhibit "A," and to administer all expenditures of the formula funds allocated to the City of Denton in accordance with the North Central Texas Alternative Fuel and Advanced Technology Investments grant, as approved and/or amended by the Department of Energy. SECTION 2. The City Council authorizes the City Manager, or appropriate designee(s), to administer all fiscal and administrative matters related to the administration of these grant funds, and all other matters connected therewith. SECTION 3. The project funds and any project-funded equipment and facilities will be used solely for the purposes for which they are intended under the Project. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. 1 Si\Our DOcumen[5`Or4inances1101Grant Ordinance tnr NCrCDG ARRA Grant nuthnnzatinn.dm PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: 2 ~ so h:, . , 1 a a,. 6~ y~ C A ,E`'§, E R.- x , ti L s ~ s e„ s F )""mA ..?'sip ds _ f;.., , li Flog.a 7R_ in >o y rv ,ice Enemy F to . W, e'.F s% 4 l Gay of l.F I. .=Nr r ,.0 No ;.,r t 5. I r I I..~i4.,O `fir 2000, N 6 y.~ y 4 F"Ns R 'b.1* X A S (,a(:) 6,PN C f' L. 0 F s;:F() ~"V ERR N M E[~l~ N T E -s r mssi~ sv FA Rd and _~a\.:;331 .>d sp._ Il~.. 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T ,C. 1a SO,- . ai ii ' f,. ri`},k 'pUS.{;, 7c4'e M,.56r1wth.. and I K b€F';g Materials. . The, R,U ai . tw, I'K Me `'.,..I, f f I).r and 5n had apy of aH t rt +Fe;~i i as °`a amj & .m. T) the . _L..,'PI un~de-r [o s ~ y ..~y~ i .7 t. t ~Ss,-f S. seven-hundred b~'0. eky*'te a HmY x.4M t~ trti~ ~B i~ S fi " a r t~ f .5 z..ni 2 `e i ..l xi`a A ,'~Fi .,f~ , A J„?f r.4i, a g u_<h i& A.ayI. rt. Ke ac. amcm! my be man K., i apA.li!m Ana & i , and .Ik be .>!v.., r o -J s ,menses are f it cost -.frig i..,, .,ab i1ad in ..AIL 3 V4 r, ,f o ff:, le. ! f.,PdJ n..i Clain R:-H, f.2., sf S;!. Mi.. f,. "Os sf . j SWIT. ,_Wbf. mTI t ti _ Y emom & Hie fat', s 0154 ' e vehths ad K, jed m Me r _ R _ h Y .i VON es pok.:m d ..:'Ua:e : (y by ak 16,`71? be ;WA i .w _K0 V& K 0, c. 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',PI'S ' _ meFCe the .rtP.p];_ <o g 1 r, ,_'il 3.. 11 .4i.4.: 1 1 I yr r'r e i it . s i , ,~.t...,I ~ to to ;-Al~ 1.i s.~i,or l';.'r Ih is='p1 .W, i 1.hr d 1_•1 We rvison in M. r sii,_m A i n r 'Y'il al had rim b em i i m i N`- We e_ r3 - to I ae Ts_ _ um sJ,,.f an a, 4`Si. MI .8 'a r .f='1 T o Ou(,.i _ 4ii5ri Ra';IK.ys' Wes and expel skmanes 04 s s .I 1 v L_ 1-1'.:: E f n Q or _ u n. k i 5 O Own, o •I r. 1I , 1(S. Y reprisal .a d.`lr, , ine I v !i tI hem of a vi o c d n. . ~P ,,r r ;'f` ICI -.~c~l~., ' ..➢I ~~c ? .~t ~L. .x t, re.l,`.. r _i , 1'i - c r v n e S e f c„II I I•cs, U al: eam"mOn w! : act of nd ~ 1} Al„ L 1 „ _ ~r~~: . ~I >c. F ldi~l, 1G ~sA,i`i b` s (1`a 3 r. MFG` d I .n tr£,.at a s iiQW r'_ gent i t.'wf-f has suW°P_'d a Won hu., and, L :o,ice ,m v £ ,33w of h w. p.''•rr m, g to loud. _o= 0a of In„ Mary ant, - sh' ,ii -.,wwa M hanlr I'',1 '4i a_....,. funds. i~i•,f" n'2orr?..sz.113?n in ,AU;.tt.,ti:„RI of 4`.eccoveryt Act R.e g.7n6Mn g. The ? E._'.F t tt-..Ni{Nt_. W& H i, i r e- .t..i~• down ~i. I .Slllrr. a: q.. lr:.~ i.ial i. of ir',I~id_ I`.? - - ,._...r ir as 1„ .iJ`:~..~.~. The Pi-_, t•..JRiv`dON •~T`,~3 ~ ,;`,:.z~ € r...i`. I., raquyst Wth_ N,_ i G 'e_Mf.._, des"pixv. r . , o $.ynf Funds. Fi. 6 . d. . tip pmpf` ? f r..? u E k, fl ,q r or ,.at Ww I„ for =row ..Id.,,i. W LAC s W "Se _ i'.,,_ .i. i-_., 119 i 1k=.h.3 and Ckjc3dFs R Act of 2009 Y i it '11 qw? r,13 z' 4VS. W ~ m.a1_i ISe: noYj • u. meny J.„{ii :gi . Add F JI P1-., i I y MI UM U .AN i ,t f Y. T1. ' i b o ..u la,Eed H 1110 g , 3t e _ ~r -"ART Y& Cf) er 1 cons a I lF i it _u - ,o.u ,,i .1.. tri IL. gJ1 t( w,. ._e. fork under i m k ' , ! ~ , -SV i, Oi , r. I I n. a ah Ic.+...'+., i rs and !Y .r M r in 1;, t ar .~f '_'i.i fit: 'vvo Z >.,gt a nits 1. less than Me p, _w•NI on M conaluchon in the WAQ. .,fi q._.c r ~5 e 11 fl. ~.ir i br=ii ~-.wjfwom art `c ,._,t, . , -r,id! ..ti i i1' F.ISi ii b I.;r Pe i FequVoummys The ,r ""i.+„', PARTY M,i iY u£YJ n pr iy T e ".k" p ImbW V, h vy, I: r 4 e g _ An Append, "I mu tt... a.Fm.r xw W mi ~ holder _ c.~. .a -y 3 t, ,,.t rb.1 ;V1G iy ram,. ~k , D .t APPENDICES The following appendices are attached and made part of this Agreement. Appendix A Scope of Service Appendix B Activity Information Form Appendix C Comprehensive ARRA Reporting Form Appendix D Payroll Reporting Form Appendix E Lower Tier Participant Debarment Certification Appendix F Lobbying Certification and Disclosure of Lobbying Activities Appendix G Required Use of American Iron, Steel, and Manufactured Goods Appendix H Wage Rate Requirements under Section 1606 of the Recovery Act, Davis Bacon Act, and Contract Work Hours and Safety Standards Act; and Wage Determinations for the North Central Texas Region IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate original at Arlington, Tarrant County, Texas, the day of 2010. NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS C*KichaeliEastland Executive Director, NCTCOG PERFORMING PARTY 17 ; 2v r,l ~~..tf a._~f ~~b. ~ ~~~i M, North COMM 1 a ARername Fuel and Advanced TbahnMogy 1 mambo e or,". WAY A E C!, F' F 'D ,e. i`> Di;."red: n RiiS ,P MM.,3 e C;Ya ^ (1) heavpNua. y a•.~?:. apt;, ~~ui,. e: _ F~4~4:..¢(t:7 iz A,Y~phe.. T,r Q.f' g W and -3.~,.j 4,.6,.drk,F~ v..~?Pr.~~.-~ . ..x~$.,. a?ttiH cntVis'rru€.F which fa ti' d.E C4 (k.>' ) d ~S,".x ter. r i ,0_ " i asnignen _ k.., << ty i'' u ni NQ T f-f of ad at MY .1.ak , asi.. f• w;,. ? We a 1 , RI _o t in awl expanses a) he ri._ ,.ys t• _an.. We iE be ki .u Mum 2V, 12. Grant it. k l i og apphoaUa to op o s , i.ii~i „-lrm • ~I. -{.il,. 1, of .!~;a _ .i ~i (il P• i :i ,q (-y nl, ,_am.,? ua,,. f'. " h -d i..., aft ,•,y t.~~+ t i .:',f l1, .t P SAK i . a ' Y e. burn-ary the A'^ Dwx,§, 4as % wol., t, IIII ..'-IN in i i. _ a. To DO loakman.. on,. wool 1h. VX4 Up Opme gamy Ended -MVW~7 0' ) K 1'.:. I i 7~ 9 Nu t`F , F A~°4~d Pg A nuad. ~2i a s ul F t{ Expense t f -Ard- n her age Award Casgo" Cost Sham 200120 0 r s; _ wrmaq Tfty - ~3 fC .t Ail Sped, 'un u W A 'n R .v a Pemwegknew K, a Amman Me!, BY ra )M i Js of g. e f O A - _ n r apt 1" s- A"v, e set Fu f X f4R _es P c~ z Project Number ~ ~~en.3 } of Annual d_k r~l ~:.a8 ~a uma,6 - m z :`s a Br ti'0 e ._ocrc,3Eon - d,;.dr_t[w Gatt )~Yt a> Provided An ,e3, m r,,f T _VO 04000 B ii TAM 3 lite wY' Denton z~I 1 I•i. , a on mqS Um qlt E b F I_.t, and yr, ~ -m 0 r k a . t _ IW r I t i P,mGi I t dvl a(~'! ;Q ! .cam, ~r r.;h at feet - --:~!s t , s, 1 8W - 0, -1 POMSAY OWN Win GO M2 An"': ~ t r 1 110- w_ in a m, _ul t.5. 'C"Ay of DasnUm Ml app Ay xp'_ opni,e{ gn g i I C 0 i r `i ,fit i r'C~~?"Ad's i , he CRY of De.: u, dp ,1'I,; Woods ..y ~'ifi _ _ Kin i_; ME, d At b : „In`'i! f -i pursue addlonal U ;(_y1 u "n Ov project S ! i:. ..u_. .)y.. 7 i,Sr And To I.7::.i ;fAs o oN.. 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Select Reporting Period: Quarter 1 (October - December) Quarter 2 (January - March) Quarter 3 (April - June) Quarter 4 (July - August) 4. Description of work/grant activities completed during this quarter. 5. Dollar amount of work/grant activities completed during this quarter. 6. Description of public awareness/marketing/training activities completed during this quarter. Attach one hard copy and one electronic copy of any materials produced. 7. Discussion of work/grant activities to be completed during the next quarter. 8. Complete the attached Quarterly Work Hours Reporting form for employee work hours that are paid with ARRA funding. 9. Are you a Certified Disadvantage Business Enterprise (DBE)? No Yes (if yes, attach Certification) i i i CZ17 71~ j Lf P._-- 1i ~e5" tt t I r e the Z Anionic, !m E q `'"r m i , 0) aucompksh ' .f 5 l _ - , i r 5 M.'s o - - t 01 l ov r.' F, _ i _ . F lip, i ,I i Itl! 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We ICir I= Sn zai&C.v, 1_: -l_ .w:, gumii W f 1rat i (b)(() LET As seC:fltw Had l .bud. t_n qi,ah 11`wi .!O,w n p o i l._e S.. c-..; r.. v;iS fr..cIli (.~li E.i, h IFci e.. i c ice? i.:-.j- 1 i1e, it ?I `1 1 i . i(1 - ` COS. 1° I IhivEf; ~ii~~ 11~~t~~ll['~. 1G None on1' and _s 1w > of he pf ..Tof`( 410e in-. ki ` d 7!k I agei I of lie reason f.,. ,C„ y His:l. WT W ',r ritt. in ~w'.~fll w)s! slain iii, 1 a a cm~s E 1c w wL''u c.. ii any a! i .fir?i dwt,,'! r %'-'E Mr ; ~ ne.. I'.,71 t,`)MfUMi ail, Wtl M WAS ~Pl - U i._ t,~.'S. if lTL-.;iai vv dl i=t nc I+.1 the .<kl.tl N illijVv l<,_ Q. S tpTi,1 S'iS1 r= .._~I J.ii hl ,.,[L;i etd g„om;. . L11 _IS t..If I '1.wt„ il;n..i fl .;,i,i, i J(I1( gr" foamy wed ,vi; ~ Kass W i, ! i ~i~ 'iii, t:4?I;C:u+.~- I Und quA, a It; rLn w u Ova! AM M 20iL On _ r r h It b at ..x:3m the d i:y'f 1o r' 1 d,ii L! 1 vi. 7I Gt!\.Va f{"i ant ..iehnf. ifi..4, .i.W a1 af .poi;?`1 L`.r i~.;_ If 1 B UK t~1 ? tf-: A(:. <jppll* use ,r for n a .it.: and OF i a ! zi.:.'(M d g_,sf; lip i deign .j,.,t7 y..yl1..)i iii. Aln[ i I C4 „ 'of Ow,-, t iaNs W.,`i _ Sppwn OF ul h d~I r i CJ .~f;i cs' ail Y 1 C . y f ~ S 4 dv _3 r ~ ~~C ~ i ~v f IIFF to WE , , . 0: ,n. s,. ()F 4 „ on T 3CAU { K Val i.lI uo v 2H is d he Pat 1 - I _ I .1 . , T! I r tit' . , ` and I `.,t IwC'; 40 U S 3445 the I,, L&cr WS c j L A 2q CPR _ , i. u l t agenves 1., . v Pit j „'s l , _ bra _ _ . .}n KO K ~a { u~.l;d`~, I EFL jjv~ FODY re in .e,s' $00D Am -.f r .lam;{l t "j" i -Baca ~n au .l ,Il .s in a pa .,.I':W yr 1_ , of Lobo" i Ana o ACT WORK SICAUS AND ~-TAX'~E-"Ify r' and n.,, w;{ k'I n_ , o. ~ I loop, . L i.- I ff'' ~ 4 V M 5•.. WI and .-5 . Arso; ISI.I f .:.'I ~qvb Not m . ao On , ~ 1 , I "Ok . ,.1 T , ~.ei 4'115 _ p (.I buy Nean n l:_ij,,.. n and i -I __`n WAY .l ,e: Ilan iii "~~.~t<< < ual nel e , i (__i~,~ ,!O.yi 1. ~ ii. 1 1` s the .t ' an i t - ;roans ,ll u _ 7SE-..i. ..s ~z~n _ in I r lL`%d A lV l _ '1 o.: _ w a " i..'v .1 w ~r ) r osowyancy; Own i excluded W' the WNW _F` , .aft w,w, .r:lk.y lFr,...~elm iEd. ..,.:_.ta, O. ds t.. .I: .::d h , -iii .,n+:. ..w.,.;i us ..m N1,t Ong 1.al L i.,~ i j (70 a i t spinal v :,c and bons A. , r s~ lv n..,.i!n non n ~3. .~8 Ci,.i, a i , VIA ~.;h 1. l- 1v 'a l c" i te K by Lana We NO, b jot, 1Vs 0001 man go TUN) unw'-'r r to to con P j"" Eel s _ .i. it,~ W T span! W _ .,.i. m . - wNT1 at ~ry - • SWUMOR) J "a vwyz A, ~nnvwchng Mce, ha H Is(u u 1 .f ,Ire _ s D nf L: M s RANS' _ q o. t it ;o is no I of , in trin; wage ae F v1 l ii to b .,s. 'r. in _.w`p is ,!a_. e4.i .t s (T Thn 1pasa „ n is tiril , i he wLed U E_ u,619 any s olE;( Ode W1 Z k Loom L dl.,.,.C s MA 1 .h E to a wage WA, Y ul i - in a , Ono ' + ✓ ,-l~ 1 i image rate Os 1 .i! ' r v ...ti1 s ~nnk .arni 4: Yhow to ?i d 0o9p ! f &M, , M ,,f , `n 1_iG I!;:. 10. r i t WmA E, _ I s,i sal ( the 1; I:' _ s r. ,s°'R s 1 :'mod ' _$l' i t wage we l d1 _i.(U I y l4. V's r i y -_,F i i Lc Knin' „ nalur AS c s 1.`_ l the W AK . AC d s KUM , r ` De"Aq s, an is , w h € v - m ! ? . i s Lana , . , i.? . _ of m a '=j num the ',v_,.s._ to set an Vie ei.,_..1. ~ ._..o s i.!d iils In1p...,. .zif lW Err ,YoI Vie Q .Ipv,v~"h;} r ''M1 .:m1Irk A I.A l.f "pie m --..1 ;tJ 1 I., t .'i.c' rev vadvouss as ay i d " s '.fit lei to R. ;1 1 I'c ~.Sl C b, y } 100 C ,M .,9 a~t' 13.., V al. a L. 3 S v onow l wsgen I- I to by h Gi.L?> Q. in We <^t t of Woe I pay n ~ a e1 _ n: navAmm, . ` n o mend- Name h 1, e n ied ~t i~n9to _ o the to Q imm ~ l+ .lO V 11 p hail, f two va . 71.qui b °I .wro .Yt.., _ ,.i. t ~ - ,rl,. ;1-~~. .1~,1r MI. - . of ~l pI, 14~f- Zt t: the .a~'i ' o' s w y s r I i ng at . Pip . Ka a.) I l 1 . o r u r_ ti. a , 3`-' s . i~ tea': ~ ~ , i Ww 1040, on the won s v ,;i,. ~i as r ..a ~ V on Sid si'-o i R'i f ) of O Dam Bacon AN, oi:a . I' j, s: m - a maintsm 'f% l ,I s § t:h... LP F I.,al T;: C I .iO1. I,.: 9!. 10 Po; _ SUM S boys. . . i samuninvow e manob r- n i r .I ~ w ma keno under ,dg w pi l , a a" F !vgMahn of - my ig~ for vanvnbv~' shad Say out 22 t, . , { r t:i_w r... Q I 3 1 "whsjr., r s r suMAYA in ony form p K ..u., V.': t in .3 „.:i5ii3.. fi.ii M.? Pl m Rom d if/age Opir 1) dOwn 010 Muns/sOMAnsu Am or As imccussar 0a s..,. vim..' s.. ;shla . 7. f.2 r.- Wars , i P.? a. of Me r r I such pary. H, Coi I i. 3, M'E y !3 -_;3 i , Enemy t 23 Ow. a s 0; to v3 'ti . . 3 .3 3. ! ~ ~ of rho 4_.r.,. {M Labor for JS.~r;. E .,e a I' of w.,ddl~~l(: wage ie~j t ..1F h_I , Q r not a Or.~ ~.r its w y r ; r.~Hr to the .'Dm ,f.'... gi '.'l zu`l.;;.. ,as t"-jr AN of the porsons t 3t.4~Jl3 (1) 1 ha: M {'fir'. _ N of i s C ,r y H pr n contaks the in i l;r 1 6..' S.•'n rL s; t.:., -11a an MM"11 Aran i D1; r s is: s _ 3. has load w TO .e t0 5 town At _'S,. "Wimshr OnlynnA, as p 31 TO _ P .3 . , :,1 17 .Call sythiv Ow i k z-! i 'Spnowlasaw t to COPOP""11 of Erwigy or the ii W.°o! U. e,n III hcn to M~.: C ra _.e, , w O'P;_` on may no n r 1-now be nm&"W~ no! ;M) ~ ,P 5e.i~ L I i .i~.sa•c_ C f, nTlw „!.t be _ MY to ,",;C` at less; _=iu, v 1"!'(7 'r i "Sna too Ogre of AppunussOn of j) e Y~ I b SWWOS, 1pa+'oulro.::! fp Agency .ed nam ht-g' We ~ . it I ~i: S •.~}c,., ;.i=. I'~ I. ?I. I i., c`~°~v ,i EI~ ~ 3 ,:~i. ail f, Shp moo been d QU"Y0&Kn0fAPPWnh.I. sonre" or 2 Agency _ t s: f qmr~ tl ! a. u p P < i s of e It l z.a_~_ ~ 3 .irk n.1i I - than i.4n 1 "I=_ ~.,i s . Eft;e rounn F, ~i _ r _ On.$t ~AI s [ is mif be t -r: k ~ I s r; ovl Tan ton a ~_7 , . , . _ Upamoxv _ I abDn En; z . C)~ Iwo 6 _ , a r ~ e a a 'than the MY p e l .f, . o Me ii"}_ _l,m.ar I. h. )eimI I?I.z%i Two es S4I` nri W.Y le on ma r n : mm Q) V p H a , .r 3! s. to 104) i3 l _ _ , 3_;!-` in ~..f v_fi n an a qE iv e . by i3, loss than fi"ie ai ,...'.:'.t..l"_; m.af vE' fA ,Y. ii V1•a':.:, tur SC i ,i::h} t of in a n,_ tin. m ,'.nyp f. ° ,,o_ in t . , Q san parmiked We UK, .n. 1...1.1 .E✓ ~.`:'~t - i. S ti ,11 Ol 1 _oia '1 The m" AN WE pvK .i0 hc.: wK s,LF, Wi d soul w _ d. e, u t "Kn~q3 0) t h, of EMT! me 9 ? to , .k III n_,t ,i , 10 .,w tress , un w1 he Rscoovu :'"F' H OILA C .?h `,S ! F d to C I.- . 0 r . ~-3 For .a I ,-I Moves - u, 0 to n 1 0 ~r no no nq PC a 0, tine co Il~fa.' any . .n or M, an WAN in h vr,r'J „mar. fum r r`.,r' _ to ho angn4d Warmumm ,comOds by .r 1 ! J. en Ng Wn y . s i._km Lis i e Q( r r.,1:{i._. - off _ .,if AVON SOUP= _x r ..1s del. it an pal of he Conn 0, . i'i in r: s r i r_ _ s it h hi ~Cv I he r. she is ~ _3 _ _ i f m . a'. ,i a cat 1 p one and o ._-v., °j Was S?. U.. we .;I i'. .,r. r„ I t'. i t i a.. ba.,r.. 5 f 4,,.'~d.a!. .1 r nXl %I ,r: Oh n flaymW an a v or v ;0! Mary, to such D&VA or to .4 ~ r"~ y I:a qWWAC .i_, y 11 vI fix:;. Lit. i, d ,h'_ j i 1 n i) ~hn non 4110 &1 each I-~ ~ "00 .-1.,,. _ r r Ni 3 al l 4' l~., l t , . f ~ r m Won r i ( ' •.n _.7; , t., WW r the J 111 ;r- 4 1 ,.,...(Eh , i n i t y h e d i n i to be a `v v , i li, ~5 ( r s an - _r ~ i .rl o F xf! i-c.yl _..i i'4. ups,. p F.: E '1 P''_, to v musn cy its a - , - ~ Hal! pumme them for a padcaj of Me "all, 40071 MW =qAt m m . Or it d, c MOSS ;.P ,1 m of wages [oil via:.. f b + .rte .e 7i~ r- amply m _ Pm nO&S cn 1, 'Al Rackwal CIA. 14S ~ 'Ines Put i ...ja of e . A z, is 71 = ' 1 c.„`. vwj~ .r no .Von No V i Jill ww! Rates Hr L h, QT 121UMNO''' ~B,06 4.K012 1 . _ . . . . _ s U , : _ ~ V 1? . 20.00, 15, Id wz _ ' 0 11 AnnuMcHl I 1 CEP' . . . . . .11 1 ::2 ..L . 7.'!. rfUQP EO CARPET VlJM ii;', t f, i.. , it .d,, m t V WD . v ! 7 i Page 3 of 4 Plasterer tender $ 9.00 Plumbers and Pipefitters (Including HVAC Work) $ 12.80 1.63 Power equipment operators: Backhoes 10.64 1.41 Front End Loaders $ 8.77 ROOFER, Including Built Up, Composition and Single Ply Roofs $ 9.45 1.04 Sheet metal worker (Including HVAC Work) $ 12.80 2.05 TILE SETTER $ 13.75 `4ELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)) . In the listing above, the "SU" designation means that rates listed under the identifier do not reflect collectively bargained wage and fringe benefit rates. Other designations indicate unions whose rates have been determined to be prevailing. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed.. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: 5g Page 4 of 4 Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 2.0210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION s~ Page 1 of 3 General Decision Number: TX080057 09/11/2009 TX57 Superseded General Decision Number: TX20070059 State: Texas Construction Type: Building Counties: Collin and Denton Counties in Texas. BUILDING CONSTRUCTION PROJECTS (does not include single family homes and apartments up to and including 4 stories). Use current heavy and highway General Wage Determination for Paving and Utilities incidental to Building Construction.) Modification Number Publication Date 0 02/08/2008 1 07/24/2009 2 08/21/2009 3 09/11/2009 * IRON0263-001 06/01/2009 Rates Fringes IRONWORKER (Structural).......... $ 21.60 4.40 * SUTX1989-002 11/01/1989 Rates Fringes Acoustical Installer $ 12.27 CARPENTER (Excluding Acoustical Installers & Drywall Hangers) $ 12.36 1.38- DRYWALL HANGER $ 12.17 ELECTRICIAN $ 13.10 1.97 Laborer, Unskilled (Excluding Landscape Laborers) $ 7.25 .86 I Painters: Brush & Spray $ 10.15 Painters doing drywall finishing only $ 10.08 PAPERHANGER $ 12.50 2.20 Plumbers and Pipefitters (Including HVAC Work) $ 12.47 1.87 Power Equipment Operator Cranes $ 15.00 2.85 ROOFER, Including Built Up, Composition and Single Ply yd Page 2 of 3 Roofs ............................5 10.17 1.10 Sheet metal worker (Including HVAC Duct Work) ..................S 10.94 1.45 SPRINKLER FITTER $ 12.00 2.30 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii) ) . In the listing above, the "SU" designation means that rates listed under the identifier do not reflect collectively bargained wage and fringe benefit rates. Other designations indicate unions whose rates have been determined to be prevailing. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Trite to: Branch of Construction Wage Determinations Wage and Hour- Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 z~ ',l '.v , _ , . _ .>fc~a es t'. a.tic ) CA q is t' n b 3 L w J Write eqqOGK ; .,ULA r and '.,J by a %11 Statement: . i.n_ : . , ,ri y . pasivi-n a y any information (waq(,,, ~ r~, c~ z .a_ Om _3C 7 _ area t caL;'. Y" rc_e r ..rC M tie u Ln c _t`_ ,e relevantt to toe , __`.1e. 11 __n, L_ L.?'c. o! the Ad. ? c,. s<_ is "o t 7 c,.1, it^, 6i: v airectiv to the AdminisE~awve _ . '1 , . D CF l } i t _ Tf? I'd F l _ NI '1 1 010, }o, !0 3 1004 i.} 711 i i l ,~l Moen '~i _ A.06 93 1_ . i _ MOUNT-' :i ii e 1.0002 5,_ .uE I 11 UU ~.1 CAP P \f ('A 'ExaNdinq 4 v t , 12.2! ,,i o. 11 _ ' y-~ i i i 1l . . . . „ . . _ . _ . . 1,25 ~n_ u_.n; v,.C work) 13.34 L2 M 14.M n4q, ?K5 O-Y Zola _ F- ' ThLUKH5 _ i t . , . . , l _ l e" ` r rage ui I. WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii) ) . In the listing above, the "SU" designation means that rates listed under the identifier do not reflect collectively bargained wage and fringe benefit rates. Other designations indicate unions whose rates have been determined to be prevailing. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling on survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). 'Trite to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the Page 4 of 4 interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) if the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION I I I i I, i I Page 1 of 4 General Decision Number: TX080059 0110112010 TX59- Superseded General Decision Number: TX20070061 State: Texas Construction Type: Building Counties: Johnson, Parker and Tarrant Counties in Texas. BUILDING CONSTRUCTION PROJECTS (does not include single family hones and apartments up to and including 4 stories). Use current heavy and highway General Wage Determination for Paving Incidental to Building Construction in Tarrant County and for Paving and Utilities incidental to Building Construction in remaining Counties.). Modification Number Publication Date 0 02/08/2008 1 03/28/2008 2 04/11/2008 3 06/06/2008 4 07/25/2008 5 12/05/2008 6 01/23/2009 7 04/10/2009 8 07/24/2009 9 08/21/2009 10 09/11/2009 11 10/09/2009 12 12/04/2009 13 01/01/2010 BRTX0001-007 05/01/2009 Rates Fringes BRICKLAYER .......................5 21.06 6.93 CARP1421-001 05/01/1995 Rates Fringes MILLWRIGHT .......................5 16.49 3.92 ELE00020-004 12/01/2009 WISE COUNTY Rates Fringes Electricians: Cable Splicer $ 26.06 4.50+12.5% Electrician $ 23.90 4.50+12.5% 1RON0263-001 06/01/2009 Rates Fringes i 67 Page 1 of 4 IRONWORKER (Structural).......... $ 21.60 4.40 * SFTX0669-001 01/01/2010 Rates Fringes SPRINKLER FITTER (Fire Sprinklers) $ 25.90 15.35 SUTX1989-001 11/01/1989 Rates Fringes Acoustical Installer $ 11.23 CARPENTER (Excluding drywall hangers, acoustical installers & batt insulators) $ 12.27 2.22 doing drywall hanging only..$ 10.00 CEMENT MASON/CONCRETE FINISHER 10.16 .76 DRYWALL FINISHER/TAPER........... $ 11.18 2.21 GLAZIER $ 11.37 1.31 LABORER (Including Mason Tenders & Pipelayers)............ $ 7.46 1.00 Landscape Laborer $ 7.25 Mechanical insulator $ 10.92 1.00 PAINTER (Brush and Spray) (excluding Drywall Finishing)....$ 10.47 2.21 PLASTERER $ 11.50 Plumbers and Pipefitters (Including HVAC work) $ 13.34 2.15 Power equipment operators: Backhoes $ 12.30 1.82 Cranes $ 14.26 2.44 Foundation Drill Operators..$ 8.54 Graders $ 11.69 1.80 ROOFER, Including Built Up, Composition and Single Ply Roofs $ 9.50 .99 Sheet metal worker (Including HVAC Duct Work) $ 12.63 2.10 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Page 3 of 4 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii) ) . In the listing above, the "SU" designation means that rates listed under the identifier do not reflect collectively bargained wage and fringe benefit rates. Other designations' indicate unions whose rates have been determined to be prevailing. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling on survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the 1 u6v -v• interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). 1Arite to: - Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION 1/1-7/1010 70 This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Solid Waste ACM: Howard Martin, 349-8232 -qh~ SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas supporting "Extended Producer Responsibility" to promote the shift of disposal costs from local governments to producers of items through state legislation; authorizing its execution by the City Manager; and providing an effective date. BACKGROUND Municipalities and local governments are bearing the burden of dealing with an increasingly complicated waste stream coming from consumer products that are constantly changing, and designed for disposal. Our waste system was set up in the early 20th century to handle food and inert wastes, not electronics, pesticides, pharmaceuticals, and other modern materials that are designed with no thought of end-of-life management of the product, and/or to be "disposable." Recycling programs can only do so much; the increasing amount of hard-to-handle waste is causing a logistical and financial burden to governments. There is a new movement driven by local governments to have manufacturers and retailers bear some responsibility for the products they design and sell (including the packaging). Product Stewardship is a principle, that directs all participants involved in the life cycle of a product to take shared responsibility for the impacts to human health and the natural environment that result from the production, use, and end-of-life management of the product. Faced with growing cost of waste disposal and hazardous materials, and shrinking budgets, the idea is for local governments to stop subsidizing the cost of disposal and recycling, and encourage manufactures to design products to be less toxic, more durable, and recyclable. In other words, the additional costs of disposal for products are already being paid by rate and tax payers, and being borne by cities as unfunded mandates, and the time has come to redesign the system. The Texas Product Steward Council (TXPSC) is an entity composed of municipalities from around the state who are seeking to have a voice in state and federal legislation encouraging or requiring product stewardship practices, or Extended Producer Responsibility (EPR). To date, 27 cities, 4 counties, the major Texas Councils of Government, and Texas Commission on Environmental Quality are represented on the Steering Committee and/or have taken part in TXPSC. Participating entities are seeking local passage of a resolution supporting EPR, and more participation in the legislative process on issues concerning EPR, recycling, and end-of-life management of products. In February, The City of Plano was the first in Texas to pass a resolution supporting Product Stewardship initiatives, followed by the City of Lewisville in March. The City of Austin already has a Zero Waste resolution that calls for Product Stewardship as one of the main strategies to reach their goals. The National League of Cities and National Association of Counties have also passed Product Stewardship resolutions. Nationally, many local and state governments are implementing EPR legislation. OPTIONS The City Council can pass the Product Stewardship Resolution supporting Extended Producer Responsibility and future actions taken to encourage product stewardship legislation on the local and state level, or not pass said resolution. RECOMMENDATION Staff recommends passage of a resolution supporting Extended Producer Responsibility, and future actions taken to encourage product stewardship legislation on the local and state level. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Initial report and draft resolution presented to the Council Committee on the Environment on February 15. The Committee recommended developing a resolution for consideration, and asked for more background on Product Stewardship and additional information regarding the Texas Product Stewardship Council for the March 23 meeting. The draft resolution was unanimously approved and recommended for Council consideration at the March 23 meeting. This item was presented to the Council Work Session meeting June 15, 2010. EXHIBITS 1. Product Stewardship Resolution Respectfully submitted: Shirlene Sitton Solid Waste Department Recycling Division Manager RESOLUTION NO. R2010- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS SUPPORTING "EXTENDED PRODUCER RESPONSIBILITY" TO PROMOTE THE SHIFT OF DISPOSAL COSTS FROM LOCAL GOVERNMENTS TO PRODUCERS OF ITEMS THROUGH STATE LEGISLATION; AUTHORIZING ITS EXECUTION BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is committed to serve as a steward of our environment and has established procedures and programs to ensure sustainability, such as maximizing diversion of recyclable materials from landfill disposal through recycling services; providing for an on-site materials recovery facility (MRF), and passing Resolution R2007-032, which directed the City to utilize environmentally preferred products when making purchasing decisions to the extent possible; and WHEREAS, policies of the State of Texas currently make local governments, such as the City of Denton, responsible for waste management, but the municipal waste management system was established a century ago to manage far simpler and more homogeneous wastes than the manufactured goods and packaging of today that constitute approximately 75% of the materials that are managed by the City of Denton Solid Waste Department; and WHEREAS, there are significant environmental and human health impacts associated with the improper management of hazardous products, yet the amount of hazardous products and management costs keep increasing, and WHEREAS, local governments have no input into the design or marketing of consumer products and face a scarcity of resources to adequately address the rising volume of discarded products; therefore, the costs paid by citizens and local governments to manage product disposal amount to subsidies that enable and encourage producers to design products for disposal without any regard to the product's end of life management; and WHEREAS, Extended Producer Responsibility ("EPR') is an environmental policy approach in which producers (brand owners and importers) accept responsibility for the management of post-consumer products, so that those who produce and use products bear the costs of recycling and responsible disposal; and WHEREAS, the Texas legislature has enacted HB 2714 in 2007 requiring producer responsibility programs for home computers that has resulted in approximately twelve (12) billion pounds of recycled electronics in 2009; and WHEREAS, the City of Denton can advance EPR through a variety of mechanisms including requiring the manufacturers of products sold to City of Denton departments to take financial responsibility for collecting and recycling their products at the end of their useful life and by incorporating EPR policies into the City of Denton's environmentally preferred procurement practices by favoring vendors and manufacturers that take back their product and associated packaging at end of life; and THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY RESOLVES: SECTION 1. The City of Denton, Texas urges the Texas Commission on Environmental Quality (TCEQ) and the State Legislature to enact legislation, policies and programs for "Extended Producer Responsibility" which will give producers the incentive to design products, to make them less toxic, and make them easier to reuse and recycle. SECTION 2. The City of Denton, Texas supports the Texas Product Stewardship Council, as an organization of local governments that is working to advocate transparent and fair EPR systems in Texas; to shift waste management costs from local governments to the producers (and importers) of the product; and which will give producers (and importers) the incentive to re-design products to make them less toxic and easier to reuse and recycle. SECTION 3. The City of Denton, Texas shall include, where possible, EPR language in contracts for the acquisition of commodities. SECTION 4. The City of Denton, Texas encourages manufacturers and distributors of products and packaging sold in our jurisdiction to minimize excess packaging, to design products for durability and reusability; and to design products which will facilitate the ability to be recycled; to use recycled materials in the manufacture of new products; and to provide financial support for the collection, processing, recycling or disposal of used materials. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Consider approval of a Resolution nominating a member to the Board of Managers of the Denco Area 9-1-1 District; and declaring an effective date. BACKGROUND The Denco Area 9-1-1 District, created in 1987, is governed by a board of managers. The board is appointed by the county, participating cities and the Denton County Fire Chiefs Association. Board members serve staggered two-year terms and are eligible for reappointment. The Emergency Telephone Number Act states: "the board shall manage, control and administer the district. The board may adopt rules for the operation of the district. " On May 15, 2010, Denco Area 9-1-1 sent a memo (attached) requesting nominations to serve on the Board of Managers, which was provided to Council May 21, 2010, as an Informal Staff Report. Last year, the City nominated Mayor Olive Stephens to serve another term on the Board. This year, the term of Harlan Jefferson, Town of Flower Mound, expires on September 30, 2010. Mr. Jefferson has expressed his desire to serve another term if appointed. The City has nominated Mr. Jefferson to serve on the Board since 1998. The current Board of Managers is comprised of the following individuals: Board Member Appointed By Term Expires Jack Miller, Chair Denton County, Commissioners Court 9/30/2010 Mayor Olive Stephens, Vice Chair Denton County Participating City 9/30/2011 Harlan Jefferson, Secretary Denton County Participating City 9/30/2010 Bill Lawrence Denton County, Commissioners Court 9/30/2010 Chief Lonnie Tatum Denton Countv Fire Chiefs Association 9/30/2011 Keith Stephens Largest Telephone Service Provider Rep. Non-voting Agenda Information Sheet June 15, 2010 Page 2 RECOMMENDATION Staff recommends nomination of Mr. Harlan Jefferson since he has expressed a desire to serve another term. ESTIMATED SCHEDULE OF PROJECT Nominations are due to Denco on or before July 15, 2010. On July 16, 2010, the District will send copies of nominations to each city for consideration, requesting the city to vote for one of the nominees. The Denco Board of Managers will count the votes from the responding cities. The candidate with the most votes will be the municipalities' representative to the Denco Area 9-1-1 District Board of Managers for the two-year term beginning October 1, 2010. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Mr. Jefferson has served on the Board since 1998. FISCAL INFORMATION This resolution has no fiscal impact. EXHIBITS Memo from Denco Resolution Respectfully submitted: Bryan Langley Director of Finance Denc® Area 9-1-1 District 1075 Princeton Street Lewisville, TX 75067 « Mailing; PO BOX 293058 Lewisville, TX 75029-3058 Phone: 972-221-0911 Fax:972-420-0709 TO: Denco Area 9-1-1 District Participating Jurisdictions FROM: Mike Pedigo, Executive Director DATE: May 15, 2010 RE: Appointment to the Denco Area 9-1-1 District Board of Managers Chapter 772, Texas Health and Safety Code, provides for the Denco Area 9-1-1 District Board of Managers to have "two members appointed jointly by all the participating municipalities located in whole or part of the district". The enclosed resolution, approved by the district's board of managers February 4, 1999, explains the procedure for appointing municipalities' representative to the board of managers. Each year the term of one of the two members appointed by participating municipalities expires. This year, the term of Harlan Jefferson, Flower Mound Town Manager, expires September 30, 2010. Members are eligible for consecutive terms. Mr. Jefferson has expressed his desire to serve another term, if appointed. Enclosed is a Mr. Jefferson's resume and a list of the current board members. In order to coordinate the appointment among 34 participating municipalities, the district requests the following actions by the governing bodies of each city: 1. If your city would like to nominate a candidate to represent the municipalities on the Denco Board of Managers, please send a letter of nomination and/or resume of the candidate to the Denco Area 9-1-1 District office. Nominations must reach the Denco Area 9-1-1 District on or, before July 15, 2010. No nominations shall be considered after that date. 2. On July 16, 2010, the district will send copies of nominations to each city for consideration, requesting the city to vote for one of the nominees. 3. At its regular meeting on September 91h, the Denco Board of Managers will count the votes from responding cities. The candidate with the most votes will be the municipalities' representative to the Denco Area 9-1-1 District Board of Managers for the two-year term beginning October 1, 2010. Please mail nominations and resumes to the Denco Area 9-1-1 District, P.O. Box 293058, Lewisville, TX 75029-3058. You may also email your response to me at mpedigo(a,denco.org. If you have any questions, please do not hesitate to call me at 972-221-0911. Thank you for your support of the Denco Area 9-1-1 District. c: Denco Area 9-1-1 District Board of Managers Enclosures www.denco.org DENCO AREA 9-1-1 DISTRICT RESOLUTION DEFINING PROCEDURE FOR APPOINTMENT OF PARTICIPATING MUNICIPALITIES' REPRESENTATIVE TO THE DISTRICT BOARD OF MANAGERS. WHEREAS, Chapter 772, Texas Health and Safety Code provides for the Denco Area 9-1-1 District Board of Managers to have "two members appointed jointly by all the participating municipalities located in whole or part of the district,"; and WHEREAS, each member serves a term of two years beginning on October 1St of the year member is appointed; and WHEREAS, one member representing participating municipalities is appointed each year, NOW, THEREFORE BE IT RESOLVED BY THE DENCO AREA 9-1-1 DISTRICT BOARD OF MANAGERS: The procedure for participating municipalities to appoint a representative to the Denco Area 9-1-1 District Board of Managers shall be the following: 1. Prior to May 15th of each year, the executive director shall send a written notice to the mayor of each participating municipality advising that nominations are open for one of the municipal representatives to the Denco Area 9-1-1 District Board of Managers until July 15th of that same year. The notice shall advise the mayors that, for a nomination to be considered, written notification of council action must be received at the Denco office prior to 5:00 p.m. on July 15th of that year. No nominations shall be considered after that time. 2. On July 16th of each year, the executive director shall send written notice to the mayor of each participating municipality providing the slate of nominees to be considered for appointment to the Denco Area 9-1-1 District Board of Managers for the term beginning October 1St. The notice shall advise the mayor that the city council shall vote, by resolution from such city, for one of the nominees. Written notice of the council's selection must be received at the district office by 5:00 p.m. on September 15th, No notice will be accepted after that time. 3. The one nominee with the most votes received by the deadline will be the municipality representative appointed for the two-year term beginning October 15'. 4. If there is a tie between two candidates with the most votes, a runoff election will be held immediately with the candidate receiving the most votes serving the remainder of the term. The incumbent representative shall serve in that position until replaced. APPROVED and ADOPTED on this 4th day of Februa 1999 C airman, B rd of Managers Secretary, Board of 'Managers HARLAN L. JEFFERSON 2100 Sagebrush Drive Flower Mound, TX 75028 SUMMARY OF ACCOMPLISHMENTS Over twenty-three years of diverse local government and supervisory experience. Demonstrated ability to pioneer innovative initiatives and actualize organizational objectives such as: - Successful Dedicated Sales Tax Election for a Crime Control District, Fire Prevention District, Street Maintenance, and Park Improvements - Eight bond rating upgrades culminating in an AA+ rating by Standard & Poor's and an Aa2 rating by Moody's - Secured more than $105 million in transportation funding from the Regional Transportation Council for roadway capacity improvements - Design of western pump station to provide water to western Flower Mound - Design of Denton Creek Wastewater System to serve Flower Mound, Argyle, and Northlake - Creation of a Transportation Commission for traffic management and project prioritization - Construction and completion of numerous roadway projects - Proactive initiatives creating vibrant, sustainable neighborhoods - Implementation of a proactive code enforcement program - Development of a self-insurance fund - Cultivation of a vehicle and equipment internal financing program WORK-RELATED EXPERIENCE Town Manager (April 2006 to present) Town Manager's Office, Town of Flower Mound, Texas Responsibilities. Administration and management of the daily operations of the Town's departments; communicate and accomplish Town Council policies and initiatives; keep citizens informed and promote awareness of Town services, projects, and community activities. Deputy Town Manager/Chief Financial Officer (October 2000 to April 2006) Financial Services Department; Internal Services Department, Town of Flower Mound, Texas Responsibilities: Administration of all financial functions including, but not limited to Budget, Cash Management, Debt Management, Accounting, Tax Collection, Payroll, Utility Billing, Municipal Court, and Internal Services, comprised of Purchasing, Facilities Management, Information Technology, and Fleet Management. Director of Finance/Town Treasurer/Chief Financial Officer (June 1997 to October 2000) Finance Department, Town of Flower Mound, Texas Responsibilities: Administration of all financial functions including, but not limited to Budget, Cash Management, Debt Management, Accounting, Purchasing, Tax Collection, Payroll, and Utility Billing. Director of Fiscal Operations (November 1994 to June 1997) Finance Department, City of Denton, Texas Responsibilities: Collecting, monitoring, and investing the revenue of the City of Denton. Directing all aspects of a $100+ million investment portfolio (i.e., depository bank contract, arbitrage tracking, investment purchases, and Investment Committee support). Supervision of the Municipal Court, Customer Service, and Treasury Division of the City. Also, responsible for Risk Management (i.e., Health and Liability Insurance), Debt Management, and Motor Pool activities. Director of Treasury Operations (January 1992 to November 1994) Finance Department, City of Denton, Texas Responsibilities: Management of all collection, monitoring, and investing of City funds. Supervision of Tax, Municipal Court, Customer Service, and Treasury Divisions. Also responsible for Motor Pool activities. Treasurer (April 1990 to January 1992) Finance Department, City of Denton, Texas Responsibilities: Management of all aspects of the investment portfolio. Supervision of Tax Division, Municipal Court, and Treasury Divisions. Assistant to the City Manager (October 1989 to April 1990) City Manager's Office, City of Jackson, Michigan Responsibilities: Providing administrative support and leadership in the area of budget development and monitoring. Identifying and reviewing policy issues and making recommendations for City Manager and Council consideration. Direct and perform special projects for manager, such as assisting in bond issue campaign and financing strategy development, evaluation of Jackson County Solid Waste Management Plan, heading task force to develop water main replacement criteria, implementation of the new commercial driver's license, etc. Serving as staff person to the Human Relations Commission and as a member of each of the City Council's goals committees. Risk Manager (October 1986 to October 1989) Finance Department, City of Denton, Texas Responsibilities: Establishing a system to promote the safety of City employees and to protect City resources and facilities from unexpected losses. Identifying and reviewing policy issues and making recommendations for management and Council consideration. Development of a Risk and Safety Manual, Hazard Communication Manual, and implementation of a self-insurance program which saved approximately $500,000, annually. Special projects included writing an Investment Policy, researching health insurance alternatives, and making presentations to citizen groups and professional organizations. Also, served as the Budget Analyst for the Police and Fire Departments. Administrative Assistant (May 1985 to October 1986) Finance Department, City of Denton, Texas Responsibilities: Evaluating finance policies and procedures, recommending warranted modifications, producing revenue and expenditure long-range forecasts, and a variety of special projects as assigned by the Finance Director. Assisted in the coordination of the City's operating budget, and developed strategies for the City to obtain the Government Finance Officers Association's Distinguished Budget Award. Special projects included strategies to save an insolvent Motor Pool Fund and preparation of bond program presentations material for rating agencies. TRAINING AND PROFESSIONAL SEMINARS Model-Netics Instructor Managing Management Time Leadership Effectiveness Training Toastmasters International (speech organization) Flower Mound Leadership Academy Jackson Leadership Academy National Forum for Black Public Administrators' Executive Leadership Institute Covey Leadership Center's Seven Habits of Highly Effective People COMMUNITY INVOLVEMENT AND AFFILIATIONS DENCO 911 Board Member, 1998-Present United Way of Denton County, Campaign Chairman, 1996 Denton Public Schools Foundation Board of Directors, 1995-June 1997 Kiwanis Member Texas City Management Association International City Management Association National Forum for Black Public Administration Government Finance Officers Association of the United States and Canada Government Finance Officers Association of Texas EDUCATION/CERTIFICATION Masters of Public Administration, University of North Texas, Denton, 1987 Bachelor of Arts, Political Science, University of North Texas, Denton, 1983 Certified Government Finance Officer, Government Finance Officers Association of Texas Certified Municipal Finance Administrator, Municipal Treasurers' Association of the United States and Canada. Council Resolution No. A RESOLUTION NOMINATING ONE MEMBER TO THE BOARD OF MANAGERS OF THE DENCO AREA 9-1-1 DISTRICT. WHEREAS, Section 772, Health and Safety Code, provides that two voting members of the Board of Managers of an Emergency Communications District shall be appointed jointly by all cities and towns lying wholly or partly within the District; NOW THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE CITY / TOWN OF TEXAS: Section 1 The City / Town of hereby nominates as a member of the Board of Managers for the Denco Area 9-1-1 Emergency Communication District. Section 2 That this resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. Mayor City / Town of ATTEST: APPROVED AS TO FORM: City / Town Secretary City / Town Attorney Denco Area 9-1-1 District Board of Managers FY2010 Jack Miller, Chairman • Appointed by Denton County Commissioners Court • Member since October 2000 • Term expires September 2010 • Former mayor and council member of Denton • Self-employed as a human resource manager Mayor Olive Stephens, Vice Chair • Appointed by member cities in Denton County • Member since 1987 • Term expires September 2011 • Mayor, Town of Shady Shores Chief Lonnie Tatum, Secretary ■ Appointed by Denton County Fire Chief's Association ■ Member since May 2004 ■ Term expires September 2011 ■ Fire Chief, City of Highland Village Harlan Jefferson • Appointed by member cities in Denton County • Member since November 1998 • Term expires September 2010 • Town Manager, Town of Flower Mound Bill Lawrence • Appointed by Denton County Commissioners Court • Member since October 2006 • Term expires September 2010 • Former Mayor of Highland Village • Businessman, Highland Village Keith Stephens ■ Non-voting member appointed by largest telephone company (Verizon) ■ Member since 2004 ■ Serves until replaced by telephone company Manager, Region Network Reliability, Verizon All voting members serve two-year terms and are eligible for re-appointment. S:\P,dmin\Board of Managers\Board of Managers General Information\Denco Board Roster FY2010.doc salegahour documentslresolutionsllol2olo-91I nominate member.doc RESOLUTION NO. A RESOLUTION NOMINATING A MEMBER TO THE BOARD OF MANAGERS OF THE DENCO AREA 9-1-1 DISTRICT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the term of office of Harlan Jefferson, Town of Flower Mound, a member of the Board of Managers of the Denco 9-1-1 District, will expire on September 30, 2010; and WHEREAS, Section 772.306(c)(2) of the Health and Safety Code (V.A.C.S.) provides that two voting members of the Board of Managers of an Emergency Communication District shall be appointed jointly by participating municipalities located in whole or in part in the District; and WHEREAS, the City of Denton, Texas wishes to nominate a member to said Board; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City of Denton, Texas hereby nominates Harlan Jefferson as a member to the Board of Managers for the Denco Area 9-1-1 Emergency Communication District of Denton County for a two-year term to commence October 1, 2010. SECTION 2. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: City Manager's Office CM/DCM/ACM: George C. Campbell, City Manager SUBJECT: Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Animal Shelter Foundation for supplemental funding for advertising, printing and supplies; providing for the expenditure of funds; and providing for an effective date. BACKGROUND: This agreement allows for the total expenditure of $1050 (Mayor Mark Burroughs, $150; Mayor Pro Tem Pete Kamp, $500, Council Member Charlye Heggins, $100; Council Member Dalton Gregory, $100; Council Member Jim Engelbrecht, $100 and Council Member Chris Watts, $100) from Council Contingency Funds. Key provisions of the agreement include: ■ Funds shall be used by the Foundation to provide financial assistance for advertising and printing, an education program, a tent for events and the Trap, Neuter, Release Program. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from respective Council contingency fund accounts. Respectfully submitted: George C. Campbell City Manager Prepared by: Linda Holley Executive Assistant sAlegahour documentslordinancesllfterv agr ord-denton animal shelter.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND THE DENTON ANIMAL FOUNDATION FOR SUPPLEMENTAL FUNDING FOR ADVERTISING, PRINTING AND SUPPLIES; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and the Foundation attached hereto and made a part hereof by reference (the "Agreement") serves a municipal and public purpose; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 1s,. yAdocuments and settingsllaholley\local settingsVemporary intemet filcslcontent.oudookW52sugailserv agr-denton animal shelter foundation.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE DENTON ANIMAL SHELTER FOUNDATION This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and Denton Animal Shelter Foundation, a Texas Non-Profit Corporation, hereinafter referred to as "Foundation": WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Foundation shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: The funds being provided shall be used by the Foundation to provide financial assistance for advertising and printing, an education program, a tent for events and the Trap, Neuter, Release Program U. OBLIGATIONS OF FOUNDATION In consideration of the receipt of funds from City, Foundation agrees to the following terms and conditions: A. Eight Hundred Fifty Dollars and no/100 ($850.00) shall be paid to Foundation by City to be utilized for the purposes set forth in Article I. B. Foundation will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Foundation will permit authorized officials of City to review its books at any time. D. Upon request, Foundation will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Foundation will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. 'c:ldocuments and settings4aholleyVocal settingsltemporary internet fileslcontent.outlook\52sagailserv agr-denton animal shelter foundation.doc F. Foundation will appoint a representative who will be available to meet with City officials when requested. G. Foundation will submit to City copies of year-end audited financial statements. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Foundation within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2010, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS To FOUNDATION. City shall pay to Foundation the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Foundation shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Foundation; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Foundation agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Foundation agrees to make available its financial records for review by City at City's discretion. In addition, Foundation agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. Foundation shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Foundation agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Foundation's record system shall contain sufficient documentation Page 2 of 7 cAdocuments and settingsllaholleyllocal settingsltemporary internet fileslcontent.outlook\B2sugatAserv agr-Benton animal shelter foundation.doc to provide in detail full support and justification for each expenditure. Foundation agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Foundation of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS During the term of this Agreement, Foundation shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a part of the subject matter of the meeting. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Foundation understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Foundation's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Foundation violates any covenants, agreements, or guarantees of this Agreement, the Foundation's insolvency or filing of bankruptcy, dissolution, or receivership, or the Foundation's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Foundation shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Foundation will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Foundation's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Foundation may be barred from further contracts with City. M WARRANTIES Foundation represents and warrants that: Page 3 of 7 VAdocuments and settingsUaholleyVocal settingsltemporary internet fileslcontent.outlook1f52sugai\serv agr-Benton animal shelter foundation.doe A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Foundation on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Foundation. C. No litigation or legal proceedings are presently pending or threatened against Foundation. D. None of the provisions herein contravenes or is in conflict with the authority under which Foundation is doing business or with the provisions of any existing indenture or agreement of Foundation. E. Foundation has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Foundation are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Foundation to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Foundation shall notify City of any changes in personnel or governing board composition. Page 4 of 7 -cAdocuments and settingsUaholleyllocal settingsVemporary internet fileslcontent.outlooklf52sugailserv agr-Benton animal shelter foundation.doc XI. INDEMNIFICATION To the extent authorized by law, the Foundation agrees to indemnify, hold harmless, and defend the CITY, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Foundation or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Foundation, its officers, employees, agents, subcontractors, licensees and invitees. X11. CONFLICT OF INTEREST A. Foundation covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Foundation further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Foundation further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XHL NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Foundation or City, as the case may be, at the following addresses: CITY FOUNDATION City of Denton, Texas Denton Animal Shelter Foundation Attn: City Manager Attn: Sharon Draper 215 E. McKinney P.O. Box 486 Denton, TX 76201 Denton, TX 76202 Fax No. 940.349.8591 940.591.0227 Page 5 of 7 cAdocuments and settingsllaholleyllocal settingsltemporary internet fileslcontent.outlookl02sugailserv agr-denton animal shelter foundation.doc Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Foundation shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Foundation hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Foundation. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WIEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2010. GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Page 6 of 7 • cAdocuments and settingsllaholleyllocal settingsltemporary internet filesleontent.outlookW52sugailsm agr-denton animal shelter foundation.doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: V4 1~4. DENTON ANIMAL SHELTER FOUNDATION BY: Cl~.lc NAME: TITLE: LA, ATTEST: BY: SECRETARY Page 7 of 7 This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: City Manager's Office CM/DCM/ACM: George C. Campbell, City Manager SUBJECT: Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Juneteenth Committee for supplemental funding for Juneteenth; providing for the expenditure of funds; and providing for an effective date. BACKGROUND: This agreement allows for the total expenditure of $750 (Mayor Mark Burroughs, $150; Mayor Pro Tem Pete Kamp, $100, Council Member Charlye Heggins, $150; Council Member Dalton Gregory, $100; Council Member Jim Engelbrecht, $150 and Council Member Chris Watts, $100) from Council Contingency Funds. Key provisions of the agreement include: ■ Funds shall be used by the Foundation to provide financial assistance for the cost of children's games, entertainment, gospel night and basketball tournament for the Juneteenth celebration. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from respective Council contingency fund accounts. Respectfully submitted: George C. Campbell City Manager Prepared by: Linda Holley Executive Assistant salegahour documentslordinances1101juneteenth svc agr.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND THE JUNETEENTH COMMITTEE FOR SUPPLEMENTAL FUNDING FOR JUNETEENTFI; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Juneteenth Committee (the "Committee") will hold the Juneteenth (the "Program") event on June 18 and 19, 2010; and WHEREAS, the City Council of the City of Denton hereby finds that the Program and the Agreement between the City and the Committee attached hereto and made a part hereof by reference (the "Agreement") serve a municipal and public purpose including the promotion of tourism and economic development and the Agreement is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: cadocuments and settingsllaholleyllocal settingsltemporary intemet files)content.outlooklf52sugailjuneteenth sere agr (2).doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE JUNETEENTH COMMITTEE This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and Juneteenth Committee, a Texas Non- Profit Corporation, hereinafter referred to as "Committee": WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES Committee shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: The funds being provided shall be used by the Committee to provide financial assistance for the cost of children's games, entertainment, gospel night and basketball tournament for the Juneteenth celebration. II. OBLIGATIONS OF COMMITTEE In consideration of the receipt of finds from City, Committee agrees to the following terms and conditions: A. Seven Hundred Fifty Dollars and no/100 ($750.00) shall be paid to Committee by City to be utilized for the purposes set forth in Article I. B. Committee will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Committee will permit authorized officials of City to review its books at any time. D. Upon request, Committee will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Committee will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. 4 cAdocuments and settingsUaholleyUocal settingsltemporary internet files)content.outlooklt52sugailjuneteenth serv agr (2).doc F. Committee will appoint a representative who will be available to meet with City officials when requested. G. Committee will submit to City copies of year-end audited financial statements. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Committee within the following time frame: The term of this Agreement shall commence on the effective date and terminate upon the completion of the Juneteenth, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYWNTS To COMMITTEE. City shall pay to Committee the sum specified in Article II after the effective date of this Agreement. B. ExCESS PAYMENT. Committee shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Committee; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Committee agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Committee agrees to make available its financial records for review by City at City's discretion. In addition, Committee agrees to provide City the following data and reports, or copies thereof A. All external or internal audits. Committee shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Committee agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services Page 2 of 7 eAdocuments and scWn9sl1aholley\1oca1 settingsltemporary intemet files)content.outlooklf52sugailjuneteenth serv agr (2).doc performed under this Agreement. Committee's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Committee agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Committee of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS During the term of this Agreement, Committee shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a part of the subject matter of the meeting. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Committee understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Committee's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Committee violates any covenants, agreements, or guarantees of this Agreement, the Committee's insolvency or filing of bankruptcy, dissolution, or receivership, or the Committee's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Committee shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Committee will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Committee's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Committee may be barred from further contracts with City. IX. WARRANTIES Committee represents and warrants that: Page 3 of 7 cAdocuments and settingsVa ollcy\locai settingsVemporary intemet files)content.outlook\f52sugailjuneteenth serv agr (2),doc A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Committee on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Committee. C. No litigation or legal proceedings are presently pending or threatened against Committee. D. None of the provisions herein contravenes or is in conflict with the authority under which Committee is doing business or with the provisions of any existing indenture or agreement of Committee. E. Committee has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Committee are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Committee to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Committee shall notify City of any changes in personnel or governing board composition. Page 4 of 7 cAdocuments and settings\laholleyllocal settingsltemporary intemet files)content.outlooklf52sugailjuneteenth serv agr (2).doc XI. INDEMNIFICATION To the extent authorized by law, the Committee agrees to indemnify, hold harmless, and defend the CITY, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Committee or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Committee, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. Committee covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Committee further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Committee further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Committee or City, as the case may be, at the following addresses: CITY COMMITTEE City of Denton, Texas Juneteenth Committee Attn: City Manager Attn: NikoIe Chew-Jones 215 E. McKinney 221 N. Elm Street Denton, TX 76201 Denton, TX 76201 Fax No. 940.349.8591 Page 5 of 7 cadocuments and settingsllaholleyVocal settingsltemporary intemet f[leslcontent.outlookg32sugailjuneteenth sere agr (2).doc Either parry may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Committee shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Committee hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Committee. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2010. GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Page 6 of 7 cAdocuments and settingsVaholleyVocal settingsltemporary intemet filedcontent.outlookg32sugailjnneteenth serv agr (2).doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ; JUNETEENTH COMMITTEE BY: - NAME: TITLE: ATTEST: BY: SECRETARY Page 7 of 7 This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: City Manager's Office CM/DCM/ACM: George C. Campbell, City Manager SUBJECT: Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Hearts for Homes; providing for the expenditure of funds; and providing for an effective date. BACKGROUND: This agreement allows for the total expenditure of $600 (Mayor Pro Tem Pete Kamp, $100, Council Member Charlye Heggins, $150; Council Member Dalton Gregory, $150; Council Member Jiro Engelbrecht, $100 and Council Member Chris Watts, $100) from Council Contingency Funds. Key provisions of the agreement include: ■ Funds shall be used by for the purchase of building materials for home improvement projects. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from respective Council contingency fund accounts. Respectfully submitted: George C. Campbell City Manager Prepared by: Linda Holley Executive Assistant sAlegalloar documentslordinances1101serv agr-hearts for homes. doe ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND HEARTS FOR HOMES; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Program and the Agreement between the City and Hearts for Homes, attached hereto and made a part hereof by reference (the "Agreement"), serve a municipal and public purpose including the promotion of tourism and economic development and the Agreement is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: L s.~ • y cAdocuments and settingsVaholley4ocal settingsVemporary intemet fileslcontent.oudooklf52sugailserv agr-hearts for homes-doe SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND HEARTS FOR HOMES This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Hearts for Homes, a Texas Non- Profit Corporation, hereinafter referred to as "Committee": WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget to assist Hearts for Homes; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES Committee shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used for the purchase of building materials for home improvement projects. II. OBLIGATIONS OF COMMITTEE In consideration of the receipt of funds from City, Committee agrees to the following terms and conditions: A. Six Hundred Dollars and no/100 ($600.00) shall be paid to Committee by City to be utilized for the purposes set forth in Article I. B. Committee will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Committee will permit authorized officials of City to review its books at any time. D. Upon request, Committee will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Committee will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Committee will appoint a representative who will be available to meet with City officials when requested. t " y c:ldocuments and settingsllahollcyllocal settingsltemporary intemet fileslcontent.outlooid52sugailserv agr-hearts for homes.doc G. Committee will submit to City copies of year-end audited financial statements. M. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Committee within the following time frame: The term of this Agreement shall commence on the effective date and terminate on September 30, 2010, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS TO COMMITTEE. City shall pay to Committee the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Committee shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Committee; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Committee agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Committee agrees to make available its financial records for review by City at City's discretion. In addition, Committee agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. Committee shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Committee agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Committee's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Committee agrees to retain all Page 2 of 7 cMocuments and settingsllaholleyUocal settingsVemporary internet fileslcontent.oatlook\f52sugailserv agr-hearts for homes.doc books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Committee of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS During the term of this Agreement, Committee shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a part of the subj ect matter of the meeting. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Committee understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Committee's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Committee violates any covenants, agreements, or guarantees of this Agreement, the Committee's insolvency or filing of bankruptcy, dissolution, or receivership, or the Committee's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Committee shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Committee will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Committee's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Committee may be barred from further contracts with City. IX. WARRANTIES Committee represents and warrants that: Page 3 of 7 r cAdocuments and settingsVaholleyllocal settingsltemporary internet fileslcontent.outlookl52sugailserv agr-hearts for homes.doc A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Committee on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Committee. C. No litigation or legal proceedings are presently pending or threatened against Committee. D. None of the provisions herein contravenes or is in conflict with the authority under which Committee is doing business or with the provisions of any existing indenture or agreement of Committee. E. Committee has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Committee are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Committee to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Committee shall notify City of any changes in personnel or governing board composition. Page 4 of 7 eMocuments and settingsVaholleyWcal settingsltemporary intemet files%content.outlooklf52sugailserv agr-hearts for homes.doc XI. INDEMNIFICATION To the extent authorized by law, the Committee agrees to indemnify, hold harmless, and defend the CITY, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Committee or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Committee, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. Committee covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Committee further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Committee further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Committee or City, as the case may be, at the following addresses: CITY COMMITTEE City of Denton, Texas Susan Frank, Executive Director Attn: City Manager Hearts for Homes 215 E. McKinney 2411 Glenwood Denton, TX 76201 Denton, TX 76209 Fax No. 940.349.8591 Telephone No. 940.380.0563 Page 5 of 7 cAdocuments and settingsMaholleyVocal settingsltetnporary internet fileslcontent.outlooklf52sugailserv agr-hearts for homes.doe Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Committee shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Committee hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Committee. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2010. GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Page 6of7 r cAdocuments and settingsllaholleyllocal settingsltemlmrary internet flIcslcontent.outlooklf52sugailserv agr-hearts for homes. doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: zv HEARTS FOR HOMES BY: -SUSAN FRAN EXECUTIVE DI CTOR ATTEST: BY: SECRETARY Page 7 of 7 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Parks and Recreation ACM: Fred Greene SUBJECT Consider a request for an exception to the Noise Ordinance for the purpose of performing live jazz music at the Sweet Y Cafe, located at 511 Robertson Street, on Friday and Saturday, June 18 and 19, 2010, beginning at 7:30 p.m. and concluding at 11:30 p.m. This request is for an extension of hours after 10:00 p.m. for amplified sound. The amplified sound will remain at the allowable 65 decibels. Staff recommends approval of the request of extending the hours of operation for amplified sound to 11:30 p.m. BACKGROUND On June 2, 2009, Council approved Raymond Redmon's request to have live jazz music playing outdoors at their restaurant during their grand opening. It was a success and they would like to hold two more outdoor concerts on June 18 and 19th. They are expecting approximately 50-100 people to be in attendance. RECOMMENDATION Staff recommends approving the extended hours for this noise exception request. EXHIBITS 1. Letter of Request with map Respectfully submitted: e". - m.0".~ Emerson Vorel, Director Parks and Recreation Department Prepared by: 1n.k9..: {~v'•5 , fem. y f`a:. Community Events Coordinator 515 Robertson st. Denton, Texas 76205 940-323-2301 &8-S*CHICKEN?FISH www•sweet-y-cafe.com veea- e: mysweetbbq@gmail.com May 5, 2010 Dear Mayor and Denton city council members, We at the Sweet Y cafe respectfully ask for a noise exception for our business June Friday 18, and Saturday 19, 2010 between the hours of 7:30pm and 11:30pm. After the success of last year we are planning a small outdoor gathering between 50-100 people listening to blues and jazz music. We have a large concrete paved patio west of our business, we will have tables and chairs set up to sit and listen to jazz music. We will not be playing any loud or offensive music. I have included a picture of our location and where the band and people will be located. If you have any questions please feel free to contact me at the above number. Thank you in advance for your support, raymo d redmon _ I AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: City Manager's Office CM/DCM/ACM: George C. Campbell, City Manager SUBJECT: Consider adoption of an ordinance of the City of Denton authorizing and ratifying an agreement between the City of Denton, Texas and the Dog Days of Denton for supplemental funding for the Dog Days Denton Event on June 4, 2010; providing for the expenditure of funds; and providing for an effective date. BACKGROUND: This agreement allows for the total expenditure of $450 (Mayor Mark Burroughs, $150; Mayor Pro Tem Pete Kamp, $100; Council Member Charlye Heggins, $100; and Council Member James King, $100) from Council Contingency Funds. Key provisions of the agreement include: ■ Funds shall be used by the Committee to assist in entertainment and promotion expenses. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from respective Council contingency fund accounts. Respectfully submitted: George C. Campbell City Manager Prepared by: Linda Holley Executive Assistant SALega1\0ur Documents\Ordinances1101Serv Agr-Dog Days Denton.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AND RATIFYING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND THE DOG DAYS DENTON COMMITTEE FOR SUPPLEMENTAL FUNDING FOR THE DOG DAYS DENTON EVENT ON JUNE 4, 2010; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Program and the agreement between the City and the Dog Days Denton Committee, attached hereto and made a part hereof by reference (the "Agreement") serve a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The Agreement is hereby approved and ratified and the City Manager's, or his designee's, execution of the Agreement is hereby ratified. All expenditures authorized by the Agreement are also ratified and approved. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ` ` cAdocuments and settingsUaholleyWcal settingsVernporary internet f►leslcontent.outlooklf52sugailserv agrdogdaysdenton (2).doa SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE DOG DAYS DENTON COMMITTEE This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Dog Days Denton Committee, a Texas Non-Profit Corporation, hereinafter referred to as "Committee"; WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES Committee shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: The fluids being provided shall be used by the Committee to assist in entertainment and promotion expenses. II. OBLIGATIONS OF COMMITTEE In consideration of the receipt of funds from City, Committee agrees to the following terms and conditions: i A. Four Hundred Fifty Dollars and no1100 ($450.00) shall be paid to Committee by City to be utilized for the purposes set forth in Article I. B. Committee will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Committee will permit authorized officials of City to review its books at any time. D. Upon request, Committee will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Committee will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Committee will appoint a representative who will be available to meet with City officials when requested. G. Committee will submit to City copies of year-end audited financial statements. cAdocuments and setdngsllahoIIeyliocal settingsVemporary intemet fileslcontent.oudooklf52sugailserv agr-dogdaysdenton.doc i III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Committee within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2010, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS To COXMTTEE. City shall pay to Committee the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Committee shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Committee; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Committee agrees-to participate in an implementation and maintenance system whereby the services can be continuously monitored. Committee agrees to make available its financial records for review by City at City's discretion. In addition, Committee agrees to provide City the following data and reports, or copies thereof- A. All external or internal audits. Committee shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Committee agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Committee's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Committee agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Committee of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. Page 2 cAdocuments and settingsVaholleyllocal settingsltemporary intemet fileslcontent.outlooklf52sugailserv agr-dogdaysdeaton.doc VI. DIRECTORS` MEETINGS During the term of this Agreement, Committee shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a part of the subject matter of the meeting. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Committee understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Committee's governing body shall be available to City within ten ( 10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Committee violates any covenants, agreements, or guarantees of this Agreement, the Committee's insolvency or filing of bankruptcy, dissolution, or receivership, or the Committee's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Committee shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Committee will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Committee's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Committee may be barred from further contracts with City. IX. WARRANTIES Committee represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Committee on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Committee. Page 3 i cadocuments and settingsUaholleyUocal settingsVempomry intemet fileslcontent.outlook\f52sugailserv agr-dogdaysdenton.doc C. No litigation or legal proceedings are presently pending or threatened against Committee. D. None of the provisions herein contravenes or is in conflict with the authority under which Committee is doing business or with the provisions of any existing indenture or agreement of Committee. E. Committee has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Committee are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Committee to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Committee shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the Committee agrees to indemnify, hold harmless, and defend the CITY, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Committee or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Committee, its officers, employees, agents, subcontractors, licensees and invitees. X11. CONFLICT OF INTEREST A. Committee covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Committee further Page 4 `c:ldocuments and settingsllaholleyllocal settingsltemporary intemet t"isleslcontent.outlooklb2sugailserv agr-dogdaysdenton.doc covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Committee further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himselfJherself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Committee or City, as the case may be, at the following addresses: CITY COMMITTEE City of Denton, Texas Carol Short Attn: City Manager Dog Days Denton 215 E. McKinney P.O. Box 1158 Denton, TX 76201 Denton, TX 76202 Fax No. 940.349.8591 940.367.7321 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Committee shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Committee hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Committee. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce Page 5 ► cAdocuments and set ings\1aholleyliocal settingsVemporary intemet fileslcontent.outlooklt52sugailsm agr-dogdaysdenton.doc i its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2010 . GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: LA- COMMITTEE 1 c r OF DOG DAYS DENTON BY: CAROL SHORT, CHAIR ATTEST: BY: SECRETARY Page 6 CITY OF DENTON CITY COUNCIL MINUTES April 13, 2010 After determining in Open Session that a quorum was present, the City Council of the City of Denton, Texas convened in a Closed Session on Tuesday, April 13, 2010 at 4:00 p.m. in the Council Work Session Room. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, and Council Member Mulroy. ABSENT: Council Member Heggins and Watts. 1. The Council met in a Closed Meeting at 4:02 p.m. A. Consultation with Attorneys - Under Texas Government Code Section 551.071 and Deliberations regarding Personnel Matters - Under Texas Government Code 551.074. 1. Consultation with the City's attorneys regarding legal issues associated with personnel matters involving the city manager, city attorney, and/or the municipal court judge where public discussion associated with these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary of Professional Conduct of the State Bar of Texas. Discuss and deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal and/or hear a complaint or charge involving the city manager, city attorney, and/or the municipal court judge. Council Member Watts arrived during the Closed Session. Following the completion of the Closed Meeting, the Council convened in a 2nd Tuesday Session at 4:45 p.m. to consider the following items: 1. The Council received a report and held a discussion regarding the accommodation of bicycle facilities in the City of Denton. Frank Payne, City Engineer, stated that the City's transportation system historically focused on movement of motorized vehicles. The City's Denton Plan 1999-2020 discussed the need to advance the accommodation of bicycle facilities in the City's infrastructure. Staff was taking steps to bring alternative transportation into reality. Due to rising gas prices, a consolidated committee of city personnel was formed to study options for connectivity. An earlier study focused on a single corridor which highlighted bicyclists desire for striped bicycle lanes and the need to consider multiple factors. A public meeting was held on March 10, 2010 which focused on citizen input and feedback. The feedback included preferred destinations/origins for proposed bike lanes. Design Considerations included bicycle lanes versus wide curb lanes; an inventory of existing conditions which was a first step in developing a plan; input from bicycle user groups; types of bicycle accommodations such as shared roadway, signed shared roadway, bike lane or shared use path; countermeasures such as ordinances, striping, cross walks with signage, stop bars, dashed striping or narrowing lanes to calm traffic at intersections and preserve space. Payne reviewed what other municipalities/entities had done and potential costs from other cities to show the wide City of Denton City Council Minutes April 13, 2010 Page 2 range of costs involved in developing bicycle lanes. Funding options might include the Statewide Transportation Enhancement Program, Safe Routes to School Program, Congestion Mitigation and Air Quality Program, Hazard Elimination Program, Texas Parks and Wildlife Department National Recreational Trails Fund, TPWD Regional grants, and Centers for Disease Control stimulus funding. Payne presented ongoing accommodations that might include the extension of the Paisley ROW at Lee Elementary, possible Eagle Drive restriping from North Texas Blvd. to Carroll Blvd., possible Welch restriping and possible reconstruction from Eagle Drive to Hickory Street, possible bicycle accommodation on Sycamore Street through DTIP, exploring bicycle connectivity from TWU to downtown DCTA station, possible restriping of Malone Street, the formation of a consolidated staff committee looking into connectivity options, negotiation of consultant contract for a bicycle master plan, and possible extension of bicycle pathway between Chestnut Street and Union Circle on UNT campus. Council Member Mulroy asked if Oak and Hickory were done, would both have bike lanes. Payne replied yes because of the one-way configuration of the streets. Council Member Gregory asked about the drafting of bicycle lane ordinances. City Attorney Burgess stated that staff would look at the best way to draft the ordinances for city streets as opposed to TxDOT roadways or TWU/UNT ordinances. Mayor Burroughs stated that the date when the DCTA station would be opened should be coordinated with bike lanes in that area. There would be a need to know if a funding gap would exist. Payne continued with opportunities for the development of bike lanes which included the approval of a contract with a consultant to evaluate existing assets and develop a bicycle master plan and Safe Routes to school map; formalize a relationship with the faculty at UNT to assist with bicycle facilities planning, surveys, destinations/origins analyses, etc; update to the 1999 AASHTO manual; TxDot accommodation on-system; update the Denton Plan for a comprehensive, coordinated planning effort; funding from upcoming bond elections; formation of a bicycle accommodation focus group or committee; and public education options. Conclusions and recommendations included cataloging the city's existing assets and survey citizen groups for feedback on bicycling accommodation needs; providing a consultant with information from public meetings and reference materials to develop a bicycle master plan; moving forward with the establishment of a focus group made up of city staff, bicycling group members, UNT staff, TWU staff, TxDOT staff and DISD staff, developing a possible slate of capital improvement projects; providing a basis for bicycle accommodation update to the Denton Plan; continuing to implement countermeasures to increase safety and awareness on the City's existing system; and looking for opportunities to incorporate bike lanes where appropriate and pursuing funding opportunities. Council Member Gregory stated that he would like to move ahead quickly with TxDOT discussions for future projects. City of Denton City Council Minutes April 13, 2010 Page 3 Payne stated that TxDOT had requested to keep them in the loop for possible funding opportunities. Council Member Gregory stated that when the bike lanes were developed, the thought needed to be more about the inexperienced rider in terms of safety of the lanes. Change the focus to all riders and not just experienced riders. 2. The Council received a report, held a discussion and provided staff direction regarding the development of the "Governmental Category" development review process. Howard Martin, Assistant City Manager, presented an update on the governmental development review process. He presented the current Denton Development Code review process without any proposed changes for the governmental entity process. Staff worked on a more realistic view of the process including the review process of outside entities for administrative review. The proposal was not intended to work for every project that was submitted as there were always those that needed special attention. In the current process a finish preliminary plat could be done before the review process. Martin presented the proposed governmental development review process. With the governmental tract, the building review process would be done in the beginning with everything coming together in the final inspection. One other key difference was a community facilities agreement which Fort Worth was using. The DISD had an aggressive schedule and accommodations had to be made in order to work through DRC process. The community facilities agreement would represent a road map for the Planning Department to follow. These recommendations were specific to governmental categories and not for the regular development community due to inherent differences such as no building on speculation. Council Member Mulroy stated that there already was a provision in the Code to produce bond capability and present that to the City that a developer was going to build a road and allow for an early start under some conditions. He was in favor of the governmental track especially if it could be done with the DISD due to a compressed schedule. He questioned why a private entity with a similar financial guarantee couldn't do the same process. Martin stated that part one of community facilities agreement was a commitment from the DISD about funding and early on the infrastructure which would be required. Once the infrastructure was approved, the DISD could bid a project which brought in bonding and insurance. Also any changes in the infrastructure such as charge for development and/or inspections would have the appropriate bid documents to base the charge. At that point the DISD would have everything in place such as a 3-way development agreement. All of that would be in place to begin the building permit. Check points in the beginning of the current process would be moved to the end of the proposed process. A problem with the procedure was that it pushed all of the problems up against the final project inspection and issuance of the certificate of occupancy. If all of the issues were not taken care of at the beginning and were pushed to the end of the project, there was no guarantee that the project would get done. Council Member Gregory asked if there had been any times after a temporary certificate of occupancy was issued when some project were not ever completed. City of Denton City Council Minutes April 13, 2010 Page 4 Martin replied that renovations at the high schools would be an example of perimeter street improvements that were not done. Those types of improvements needed to be considered in a bond project. Council Member Gregory asked about the site selection process. Martin stated that one recommendation was to look at site selection while in the planning process. Site selection might help reduce costs in the project if it were reviewed prior to beginning a project. Council Member Watts asked if the components of the community facilities agreement included the infrastructure. Martin replied correct. Council Member Mulroy asked if on the chart, there would be a possibility of building to the left of the building permit issue. Martin replied that it was not envisioned that all public infrastructure would be in place before the project went to the building permit issues. City Manager Campbell stated that the best part was that it would be memorialized. Martin stated that the governmental process was just one aspect in creating the interface for the overall process of the DISD and city in the planning process. Mayor Burroughs stated that if the community facilities agreement were built into a bond proposal, it would go a long way in coordinating the funding needs. The key was to work earlier for more detail and not have problems later. Mayor Pro Tem Kamp left the meeting. Mayor Burroughs stated his appreciation for staff's efforts into this process. It spoke well of staff to work on this proj ect when it was a new process. Martin stated that the County had a different structure than the DISD and projects were not centralized. Each County Commissioner had his/her own precinct and did projects as they saw fit. This new procedure was primarily focused with the DISD as it would be difficult for the County to use this track due to the differences in each precinct's process. City Manager Campbell felt that an agreement with the DISD and County was important to keep all projects in the correct process. Council Member Engelbrecht felt it would formalize the internal process and would help the DISD well in advance of projects. With no further business, the meeting was adjourned at 6:50 p.m. City of Denton City Council Minutes April 13, 2010 Page 5 MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES April 20, 2010 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, April 20, 2010 at 2:30 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member Mulroy, and Council Member Watts. ABSENT: Council Member Heggins. 1. Requests for clarification of agenda items listed on the agenda for April 20, 2010. Council did not have any items needing clarification. 2. Receive a funding recommendation report from the Community Development Advisory Committee (CDAC) and the Human Services Advisory Committee (HSAC). Hold a discussion regarding the proposed 2010 - 2014 Consolidated Plan for Housing and Community Development and the 2010 Action Plan and give staff direction. Barbara Ross, Community Development Administrator, stated that two documents would be submitted this evening. One was the 2010 Action Plan and the other was the five year consolidated plan that outlined strategies for the next 5 years. The figures in the documents could be revised after the completion of the 2010 Census. Ron Aldridge, Community Development Advisory Committee Chair, stated that the Committee always had more requests than dollars. Eighteen applications were submitted for the Committee consideration. He was available for questions from the Council. Mayor Burroughs asked which organizations were the most difficult choice to make in terms of not funding them. He felt Council might need to keep those on the radar for possible future funding. Aldridge stated that the Quakertown Park was not recommended for full funding and the Committee would have liked to have fully funded that project. Council Member Mulroy questioned if the Quakertown Park project had a budgeted design or concept plan. Aldridge stated that the Committee prioritized the projects and went from there with the funding. Council Member Mulroy asked that if there was a concept plan that it be provided to the City Manager with the possibility of finding funding to fill the gap. Mayor Burroughs asked about the homeless population chart and how it appeared that there were more homeless individuals. Aldridge stated that a count was done every year and with the current economy, they found the numbers increasing due to people losing jobs and homes. City of Denton City Council Minutes April 20, 2010 Page 2 Mayor Burroughs asked if the increased homeless population was from the Denton population or coming from other places. Aldridge stated that a large quantity was from Denton. Council Member Gregory stated that he remembered when the School District did a homeless count each year, the definition seemed to change from year to year. He questioned what was the definition being used for "homeless". Ross stated that various grants had various definitions. There was movement to make the definitions consistent with all agencies. Steve Poe, Chair-Human Services Advisory Committee, stated that seventeen agencies had requested funding and all were recommended for funding this year. The criteria from the 2004 Needs Assessment was used for the funding distribution. The recommendation was 4% less this next year compared to last year. Council Member Mulroy suggested developing an outlook and/or strategy for tax credit housing. Council should have a work session to develop an outlook ahead of time before any future requests were received. Ross stated that the projected numbers were down due to reduced federal funding. A rental strategy was included in the five-year plan which included tax credit. Staff determined that small mixed income developments were needed but small mixed uses were not supported with tax credit housing. 3. Receive a report, hold a discussion, and give staff direction regarding the upcoming General Obligation, Certificates of Obligation, and Utility System Revenue Bond debt issuances. Brian Langley, Director of Finance, presented an overview of the 2009-2010 bond issues. The adopted 2009-2010 Capital Improvement Program budget anticipated a $78.3 million bond sale. Staff was now recommending that amount be reduced to $67 million. The key elements of the bond sale included the Lewisville Water Treatment Plant Rehab, electric distribution and transmission substations, electric feeder extension and improvements, electric transmission lines, landfill expansion and improvements and residential street improvements. CIP programs were typically funded with debt in order to provide generational equality for taxpayers and rate payers. Council Member Watts asked about the electrical projects. Phil Williams, General Manager-DME, stated that a developer would take the line a certain distance but this would be to get to the development and new commercial developments. Langley continued that the maturity of the debt was never greater than the expected useful life of the asset or project. City of Denton City Council Minutes April 20, 2010 Page 3 Bond sale options - in past years, utility system debt had been sold as Utility System Revenue Bonds backed solely by utility system revenues. Utility system revenue bonds had a lower underlying credit rating. Bond insurance was now difficult to acquire at a reasonable cost or even at all. As a result, alternative methods of sale were being sought as part of an organizational effort to reduce costs. Utility System debt could be sold as certificates of obligation with the debt backed by the full faith and credit of the city. That allowed debt to be issued without bond reserve. The use of the overall credit rating reduced financing costs substantially. The Solid Waste debt had been sold as certificates of obligation for a number of years. Council Member Watts asked if the Solid Waste debt was converted from revenue bonds. Langley stated that it used to be part of the General Fund, not part of the Utility System. He continued with Bond Refunding Options. Bond refunding was also being recommended which would not increase the maturity date of the debt. Utility system debt had typically been refinanced with Utility System Revenue Refunding bonds. If they were issued as "General Obligation Refunding and Improvement bonds", it would represent an overall obligation of the city and not just the utility system. A savings of $6.5 million over the life of the debt could be realized in that case. Bond Counsel indicated that utility system debt could legally be issued as an overall obligation of the city. The debt was sold in many other communities as a tax supported bond. The Audit and Finance Committee discussed the proposed issuance in detail and recommended proceeding with issuing the tax supported debt as outlined. Staff was recommending issuing new utility system debt as a certificate of obligation and refunding existing utility system obligations with tax supported debt. The Audit and Finance Committee requested that staff consider methods to repay the taxpayers for their guarantee of the utility system debt and staff was exploring various options. Additional details would be presented to Council during the upcoming budget process. Council Member Watts asked about the time frame for refinancing and new bond issuance. Langley stated that June 15th was the target date for new issuance and refinancing. Mayor Burroughs stated that he would feel more comfortable if the Oversight Committee was involved in that evaluation. The Committee might be able to focus from a policy making standpoint on high priorities needed in the projects. He requested that in the future if something were pulled due to discretion, that it be taken to the Committee for approval. Jim Coulter, General Manager-Water Administration, stated that the items discussed were on the last year of the bond component and that there was no discretionary list at this time. Council Member Mulroy stated that the bond committee raised the money, marketed it to the community and delivered to the community a list of projects with general time frames. The city needed to honor that relationship in order to have the community consider a future sale. 4. Receive a report, hold a discussion, and give staff direction concerning proposed amendments to Subchapter 22 of the Denton Development Code (DDC) regarding gas well drilling and production. The discussion will include an analysis of gas well and production City of Denton City Council Minutes April 20, 2010 Page 4 ordinances of neighboring cities within the Metroplex area, and responses and findings of information requested by the City Council during the December 1, 2009 Work Session on gas well drilling and production. Mark Cunningham, Director of Planning and Development, stated that Council had requested information in several areas including the composition of the Fort Worth Gas Well Drilling Review Committee; examples of decibels for day to day activity; gas well conditions of approval; zoning district requirements for gas wells; air quality test; environmental policies; definitions; legal challenges to setbacks; setbacks from fresh water wells; noise regulations; requirement for setbacks after filling operations were completed; height of storage tanks; requirement for environmental insurance; limitations on flaring activities; Texas Railroad Commission requirements; and general chemicals used in drilling operations. He reviewed the make-up of the Fort Worth Gas Well Drilling Committee and its meeting notification process. Examples of decibel production were provided along with Denton field data without a sound wall and with a sound wall. Noise level tolerance information was also explained. Conditions of approval for a gas well might include screening, notification for fracking 24 hours prior to starting, fracking operations restricted to daylight hours only; maximum height for structures of 16 feet; fencing made of blockage, wood or limestone; restricted site access for days and times; landscape screening, noise level; noise level violation abatement; employee parking, sound barrier; air quality; ingress and egress; time limit for completion of all drilling, closed loop mud system; and directional lighting. Council Member Gregory asked how to measure for lighting. Cunningham stated that the lights had to be directed towards the site and were not allowed to spillover in to the neighborhood. Council Member Gregory asked if there had been complaints about the lighting. Cunningham stated not that he was aware of. He continued with conditions for flaring and storage tanks. He presented information on zoning district requirements for gas wells. He noted that there were no current regulations concerning air quality relative to gas well drilling and production. Air quality tended to be regulated at the state and federal level. The Development Code currently had industrial performance standards that addressed opacity and odor but did not address hydrocarbons. There was technology available to measure the baseline for hydrocarbons in the air before, during and after drilling operations. Council Member Gregory asked for an explanation of hydrocarbons. Ken Banks, Director of Environmental Services and Sustainability, stated that a majority of concerns deal with benzene concentrations and sulfur compounds. Council Member Gregory asked about the need to test for various problems. Banks stated that testing depended on what was being looking for. If a large list of contaminants was being looked at, the cost would be greater than if looking for a targeted compound. Testing City of Denton City Council Minutes April 20, 2010 Page 5 could be done depending if a broad approach or narrow approach for specific components was being sought. Council Member Gregory suggested that as the ordinance was completed, a section be added to hire independent contractors to do those types of air quality tests and charge the fee to the driller. He also suggested developing a recommended group of substances which would be cost appropriate to test. Mayor Burroughs noted that distances from well sites to homes were also a factor in air quality testing. The amounts could dissipate over distance. If distance was a factor, it might be good to consider a higher level of testing for wells closer to homes which would have higher testing requirements. Council Member Gregory questioned if any toxic substances that might come from a drilling site would be heavy enough to contaminate the soil either at the site or at a neighboring property. Mayor Burroughs added if that were the case, what could be done about it. Council Member Engelbrecht questioned to what extent sound walls impacted the ability to do good testing. He suggested looking at that piece in the testing procedures. Banks stated that it would be a question of what was being testing and a question of how to test. Cunningham reviewed the environmental policies noted in the Denton Development Code. Council Member Mulroy stated that environmental insurance policies were required and had to be enforced for the life of a well. He asked how staff was monitoring that the policies were up- to-date and were still in force. Cunningham stated that the policy was received upfront and that the driller was required to maintain that policy. He felt that there was a need to address how to monitor whether policies were in place in the new code. Definitions requested by Council were reviewed including gas well and drill site. He continued with residential setbacks from fresh water wells. Council Member Gregory asked if when a well went in or there was planning for a well, was a survey done with regard to fresh water wells within a pad site area. Was there a survey on how many fresh water wells were near a proposed drill site. Cunningham stated that was done by the Texas Railroad Commission. That might be an area staff would need to look into if it did not conflict with the Texas Railroad Commission. Council Member Mulroy stated that the Railroad Commission required a driller to develop a plan for the location of fresh water wells. Council Member Engelbrecht suggested getting a copy of a report from the Railroad Commission so it would be available if citizens wanted it. City of Denton City Council Minutes April 20, 2010 Page 6 Cunningham stated that several cities required a noise study which was usually comprised of surrounding areas within 300 feet of the drilling site. The study allowed for 70-80 decibels. Some cities required on site sound level recording meters. Denton conducted field inspections. Council Member Engelbrecht stated that there was lots of discussion about drilling but not much discussion about activities after drilling. There was a need to address some of those issues which ran 24 hours a day. Cunningham reviewed the setback requirements after well drilling per the Denton Development Code. Staff did not find any required setback standards after drilling operations were completed for the seven sample cities. Council Member Mulroy asked what the Railroad Commission prohibition was regarding building next to a drilling site. Cunningham replied that they did not have any regulations. Council Member Mulroy suggested looking at what the city could regulate and why other cities did not have any regulations. Cunningham next reviewed required height of storage tanks and requirements for environmental insurance bonds. He felt there was a need to add clarifying language for "blanket" coverage which was the wording in the Development Code. Council Member Engelbrecht was not convinced that one coverage per site was adequate. Council Member Gregory asked if the new ordinance with conditions would be ready within 30 days or so. Council Member Mulroy felt they all were in agreement that it needed to be raised to a conservative amount but felt that Risk Management, Legal and Planning needed to work it out for the best scenario. Council Member Gregory stated he would be in favor for each pad site as opposed to well site. Council Member Watts felt that another concern was that the ordinance was deficient based on the level of drilling that was going on. There would be a lag between getting the new ordinance completed which will be very different from the current ordinance. Mayor Burroughs stated that the wells coming in under the specific use permit allowed for more flexibility to address issues. He suggested using the specific use permit during the interim to give the maximums under all of the elements of concern and ask the drillers to recognize that the city was going through a process of self evaluation. Not focus on the current ordinance but on the proposed standards for a new ordinance. Cunningham presented flaring limitation comparisons with the sample cities. He noted that there were different methods of flaring that did not have to produce a flame. City of Denton City Council Minutes April 20, 2010 Page 7 Council Member Engelbrecht asked that the issue of no flaring be addressed in the ordinance. Cunningham continued with the Texas Railroad Commission requirements in terms of what it regulated and what it did not. Council Member Watts felt that the thought for the mineral interests was that the owners had an opportunity to develop their fair share of the mineral underlying their property. Setbacks from roads comparisons were noted with the sample cities by Cunningham. He presented general drilling chemicals that were used during the process. He noted that the chemical list for fracking and drilling might be different during the process. Council Member Engelbrecht asked about the chemicals used in rework or later down the line. He suggested also thinking about handling and procedures on how to handle these chemicals such as storage and use. He felt there was a need to have records and storage records for the fire department. Cunningham stated that the second part was making that list available to other entities which at this time was not done. A list of chemicals was part of the application process in the Fire Marshal's office. In review of gas well application fees, the city lagged behind in the fee structure compared to the sample cities. Council Member Mulroy noted that one area that had not been discussed was road maintenance from the drillers. Cunningham stated there was a road usage fee which was not a set fee but rather an assessment from the street department based on the route of the trucks. Council Member Mulroy suggested bringing back the amount charged for Rayzor Ranch for road maintenance. The permit fee ordinance was the first in the region and was based on vertical drilling. It was probably outdated and needed to be revised. Mayor Burroughs suggested setting the fee amounts at the highest levels and then pull back from those if Council wanted for the new ordinance. Unintended consequences needed to be considered and the industry should be consulted for feedback. Cunningham stated that they would move forward quickly. Council Member Engelbrecht questioned the current well inspection process. The current inspection was on an annual basis and he felt that was not adequate. There should also be a permit for any rework with an inspection process. Council Member Mulroy talked about the critical path for the ordinance, having to go to the Planning and Zoning Commission and then to Council. The new ordinance would have to go through the Planning and Zoning Commission and then to the Council for approval. He suggested making sure the ordinance was finalized before the Council summer break. City of Denton City Council Minutes April 20, 2010 Page 8 Mayor Burroughs was in favor of the most aggressive ordinance and have the industry review it to see if anything was missed. 5. Receive a report, hold a discussion, and give staff direction regarding the draft Denton Property Maintenance Code. John Cabrales, Public Information Office, reviewed the background of the development of the property maintenance code issue. The proposed Code accomplished the City's goals of placing all property maintenance related information into one document; added language that allowed staff to address certain complaints from residents; and formatted the document so that it was easier for citizens to read and understand. 6. Receive a report, hold a discussion and give staff direction regarding amending Section 25- 10.(b) of the City of Denton Code of Ordinances; and to consider repealing Article X "Construction Advisory and Appeals Board" of Chapter 28 of the Code of Ordinances; create a new Article X within Chapter 2 of the Code of Ordinances. Kurt Hansen, Building Official, stated that the proposed ordinance would change house numbering requirements; relocate Article X from Chapter 28 of the Code of Ordinance to Chapter 2 which was more appropriate for boards and commissions; allow for the hearing of appeals and variance requests; allow for the appointment of alternate members, appoint a Vice- Chair; and clarify the appeal application. Mayor Burroughs asked if the name of the Committee would be changed. City Attorney Burgess stated not at this point but staff was open to suggestions. Staff would take any suggestions into advisement for a name change and bring the revised ordinance back with the property maintenance code. Mayor Pro Tem Kamp noted that there were certain requirements for board members, specifically for members with fire issues. She asked if Council was going to make allowances for members for the Fire Department to be on the board. Hansen stated that the Fire Marshal might suggest citizens who had experience with those issues to serve as alternates. Council Member Gregory asked if the board was a step between a citation and Municipal Court for enforcement issues. Hanson stated that citizens who had questions regarding the decision of an inspector or Code Enforcement could appeal that decision before this board. Council Member Gregory stated that as staff was looking at a name change for the board, they should also look at a change in the charge to the board. Council Member Engelbrecht suggested making sure the public was well informed on these new issues and get more information out to citizens through more neighborhood meetings. City of Denton City Council Minutes April 20, 2010 Page 9 1. Closed Meeting: Council convened in Closed Session at 5:30 p.m. A. Consultation with Attorney -Under Texas Government Code Section 551.071. 1. Consultation with the City's attorneys on legal issues related to the issuance of debt as allowed by state and local law. B. Consultation with Attorney - Under Texas Government Code Section 551.071 and Deliberations regarding Personnel Matters - Under Texas Government Code 551.074. 1. Consultation with the City's attorneys regarding legal issues associated with personnel matters involving the city manager, city attorney, city auditor, and/or the municipal court judge where public discussion associated with these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary of Professional Conduct of the State Bar of Texas. Discuss and deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal and/or hear a complaint or charge involving the city manager, city attorney, city auditor, and/or the municipal court judge. C. Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. 1. Receive a presentation from Staff regarding public power competitive and financial matters, and discuss and deliberate regarding the possible installation of a state-of-the-art combined heat and power (CUP) tri- generation station in the industrial district in the City of Denton. 2. Discuss, deliberate and receive information from staff regarding public power competitive and financial issues involved with the proposed Amendment to Power Sales Contract regarding the Texas Municipal Power Agency. Consultation with the city attorney regarding legal issues associated with the proposed Amendment to Power Sales Contract, 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. Council convened in a Regular Meeting in the Council Chambers at 630 p.m. City of Denton City Council Minutes April 20, 2010 Page 10 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards 1. Resolution of Appreciation for Tom Shaw Mayor Burroughs presented a resolution of appreciation for Tom Shaw. Council Member Gregory motioned, Mayor Pro Tem Kamp seconded to approve the Resolution of Appreciation. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. 2. Presentation of the Texas Department of Transportation Aviation Division 2010 Reliever Airport of the Year Award Mark Nelson, Director of Transportation, presented the Texas Department of Transportation Aviation Division 2010 Reliever Airport of the Year Award to the Council. Representative Myra Crownover presented a resolution from the House of Representatives congratulating the Airport on the award. Diane Helmes, representing Senator Estes, presented a proclamation from the Senate congratulating the Airport on the award. 3. Denton Redbud Festival Day Proclamation Mayor Burroughs presented a proclamation for Denton Redbud Festival Day. 4. National Financial Literacy Month Proclamation Mayor Burroughs presented a proclamation for National Financial Literacy Month. 3. CONSENT AGENDA Mayor Burroughs noted that Item K had been pulled from consideration. Bob Clifton, 1800 Morse Street, presented Speaker Cards for Item E and I. Council Member Gregory motioned, Council Member Watts seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item K. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes April 20, 2010 Page I I Resolution No. R2010-009 A. Consider approval of a resolution of the City Council of the City of Denton, Texas, renewing a policy for tax abatement for the City of Denton to establish guidelines and criteria governing tax abatement agreements; and declaring an effective date. The Economic Development Partnership Board recommends approval (7-0). Ordinance No. 2010-098 B. Consider adoption of an ordinance providing for the expenditure of funds for the emergency purchase of gasoline and diesel fuel in accordance with provisions of state law exempting such purchases from requirements of competitive bidding, and providing an effective date (File 4496-Emergency Purchase of Gasoline and Diesel Fuel to Martin Eagle Oil Co. in the estimated amount of $426,000). Ordinance No. 2010-099 C. Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Agreement with Tarrant County and awarding a contract for the purchase of gasoline and diesel fuel; providing for the expenditure of funds therefor; and providing an effective date (File 4492-Interlocal Agreement for Gasoline and Diesel fuel with Tarrant County, contract awarded to Martin Eagle Oil Co., in the annual estimated amount of $5,300,000). Ordinance No. 2010-100 D. Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of 36 inch, 42 inch and 48 inch sanitary sewer from east of Woodrow Lane across Ruddell Street to Mulberry Street; providing for the expenditure of funds therefor; and providing an effective date (Bid 4481-awarded to the lowest responsible bidder meeting specification, Wright Construction Co., Inc. in the amount of $1,483,490). The Public Utilities Board recommends approval (5-0). Ordinance No. 2010-101 E. Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of legal advertising for the City of Denton Planning Department which is available from only one source in accordance with the pertinent provisions of Chapter 252 of the Texas local government code exempting such purchases from the requirements of competitive bidding, and providing an effective date (File 4499-Purchase of Legal Advertising for 2010 Annexation Program in the amount of $54,621). Ordinance No. 2010-102 F. Consider adoption of an ordinance of the City of Denton authorizing and ratifying an agreement between the City of Denton, Texas and the University of North Texas for the purpose of hosting the African Cultural Festival; providing for the expenditure of funds; and providing for an effective date. ($550) City of Denton City Council Minutes April 20, 2010 Page 12 Ordinance No. 2010-103 G. Consider approval of a resolution allowing La Mexicana to be the sole participant allowed to sell alcoholic beverages at the Cinco de Mayo Celebration on May 1, 2010, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. The Parks, Recreation and Beautification Board recommends approval (5-0). Approved the exception noted below. H. Consider a request for an exception to the Noise Ordinance for the purpose of the Singing Oaks Church of Christ Community Festival to be held on Sunday, May 23, 2010, from 4:00 p.m. to 9:00 p.m. The event will be held in the church parking lot located at 101 Cardinal Drive. The requestor is specifically asking for an exception to the noise ordinance to allow amplified sound on Sunday. An increase in decibels will not be needed. Staff recommends approval of the request. Resolution No. R2010-011 L Consider approval of a resolution allowing Pro-Fest, Inc. to be the sole participant allowed to sell alcoholic beverages at the Denton Arts and Jazz Festival for three consecutive years, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. The Parks, Recreation and Beautification Board recommends approval (5-0). Staff recommends approval of the request. Resolution No. R2010-012 J. Consider approval of a resolution revising Administrative Policy No. 403.07 "Debt Service Management" and providing for an effective date. This item was not considered. K. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the Amended Power Sales Contract regarding the Texas Municipal Power Agency, a Texas Joint Powers Agency, executed by its four Member Cities, the Cities of Bryan, Denton, Garland and Greenville, Texas; authorizing the City Manager and City Attorney to act on the City's behalf in executing the Amended Power Sales Contract together with all necessary supporting documents; and to take such other and further actions as are necessary in order to effectuate and finalize the Amended Power Sales Contract; authorizing the expenditure of any funds therefor; and declaring an effective date. 4. PUBLIC HEARINGS A. Hold a public hearing inviting citizens to comment on the City of Denton's 2010 - 2014 Consolidated Plan for Housing & Community Development and the 2010 Action Plan. Barbara Ross, Community Development Administrator, stated that this was an opportunity for citizens to comment on 2010-2014 Consolidated Plan and the 2010 Action Plan. Written comments could also be sent in if a citizen desired. Staff had learned late that an additional City of Denton City Council Minutes April 20, 2010 Page 13 $5000 would be allocated to Denton. The Committee would reconvene and allocate those funds which will be included in the final Action Plan. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. No action was required by the Council on this item. 5. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2010-103 A. Consider adoption of an ordinance directing the publication of Notice of Intention to issue Certificates of Obligation of the City of Denton totaling $64,000,000; and providing for an effective date. Bryan Langley, Director of Finance, stated that the 2009 CIP budget anticipated a bond sale. After reviewing the projects and time lines, it was suggested to reduce the amount of the sale to $67.225 million. The proposal had been discussed by the Audit and Finance Committee and bond counsel who were recommending approval of the Notice of Intent to issue certificates of obligation. The formal authorization to proceed with bond sale would be presented in June. Bob Clifton, 1800 Morse, presented a Speaker Card noting that he was not in favor of issuing the certificates of obligation and the amount of the sale. Mayor Pro Tem Kamp motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. B. Consider nominations/appointments to the following Boards and Commissions: 1. Construction Advisory and Appeals Board 2. Parks, Recreation and Beautification Board Council Member Heggins had nominated Michael Roby to the Construction Advisory and Appeals Board. Council Member Gregory nominated David Rowley to the Parks Board. Council Member Mulroy motioned, Mayor Pro Tem Kamp seconded to approve the nominations. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes April 20, 2010 Page 14 C. Citizen Reports 1. Review of procedures for addressing the City Council. 2. Receive citizen reports from the following: a. Margarete Neale regarding the city's gas/drilling ordinances. Ms. Neale presented recommendations from Drill-Right Texas which was best oil and gas development practices for Texas. She also suggested the City consult with a technical advisor regarding regulations for gas wells. A third recommendation was to hire a gas and oil inspector. She presented the Council with a packet of information containing all of her recommendations. b. Sharon Wilson regarding gas drilling and Denton's drilling ordinance. Ms. Wilson spoke on hydrocarbons in Denton County air, air pollution facts, EPA Natural Gas STAR Program, and legal parameters. c. Brandon Adams regarding Fry Street. Mr. Adams stated that he was working on a petition to acquire property on Fry Street. He indicated that they now had the required number of signatures to present the petition and was in the process of verifying as many more as they could. He presented a model of how the park should look with a band shell and park area for residents. The petition suggested getting the property donated, buy the property, rezone the area to a park or condemn the property. Once the petition was verified, the city would need to obtain the block or hold an election in November. d. Cathy McMullen regarding the urgent need for gas well drilling ordinances in Denton Texas. Ms. McMullen showed a video about emissions from the gas wells. She suggested that Denton set a precedent for other cities to follow. There was a need for stronger regulations. The State indicated that cities could set regulations for gas wells so the city should not be afraid to set regulations. Mayor Pro Tem Kamp stated that Council had talked in length during the Work Session about gas well regulations and appreciated information from citizens. D. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or City of Denton City Council Minutes April 20, 2010 Page 15 sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Mayor Burroughs requested consideration of allowing citizen reports on consent agenda items during the work session. Mayor Burroughs presented information on a final report from the Census Bureau. Council Member Watts thanked staff for the help with dirt from trucks on Bonnie Brae and the speed of trucks on Bonnie Brae. E. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. There was no continuation of Closed Meeting. F. Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the Texas Open Meetings Act. There was no official action on Closed Meeting items. With no further business, the meeting was adjourned at 7:51 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES May 3, 2010 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Work Session on Monday, May 3, 2010 at 11:30 a.m. in the Council Work Session Room. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member Heggins, Council Member Mulroy, and Council Member Watts. ABSENT: None 1. The Council received a report and held a discussion with Denton County Transportation Authority (DCTA) representatives concerning DCTA's recent efforts in the provision of public transportation services in Denton County. Guy McElroy, DCTA Board of Directors, stated that a brief presentation would be made today regarding DCTA and introduced the DCTA staff present for the meeting. Jim Cline, DCTA President, reviewed an update for DCTA which included: A-train construction schedule and service launch A-train vehicle procurement and delivery New Member Policy Development Service Plan Update Record Bus Ridership Bus operations and maintenance facility Passenger amenities Vanpool program Upcoming fare and service modification public meetings The A-train construction schedule contained a phased opening which remained on schedule with full revenue service to downtown Denton by June 2011. Construction highlights included all lanes of Loop 288 would reopen in June, sound wall construction, sound insulation, crossing improvements, traffic signal installation at Sycamore and bike and pedestrian trail. The current construction schedule dealt with temporary road/lane closures, grade crossing improvements, sound wall construction, drainage improvements, utility relocation, replacing rail and ties, station construction, and bike and pedestrian trail. The A-train vehicle procurement would open with interim vehicles for 18 months. The first vehicle delivery of the new generation vehicle would be August 2011 with final delivery in June 2012. Ongoing coordination was needed for jurisdictional coordination of utilities, traffic control planning, and maintenance agreements. Coordination was also needed for quiet zone implementation, a reciprocal fare agreement with DART was being examined, the fare structure and enforcement, bus service during phased implementation and alternative vehicle compliance. City of Denton City Council Minutes May 3, 2010 Page 2 A new member policy was being considered with a tiered membership structure that would include a comparable, perpetual funding source. The capital component would be contingent upon project status in the Service Plan. Full membership would be required prior to project implementation. Cline reviewed a matrix detailing full member with near term fixed guideway, full member long term fixed guideway, and associate member/contract. Mayor Burroughs questioned the voting rights indicating that voting on the Board had challenges as it existed now. The board representation was one vote for each member city, all with equal voting, even with those who did not pay in. One paying city could be outvoted by those who do not pay, other than the original service plan. He questioned if a small community with a long term fixed guideway thus having a very small investment could be a full voting seat equal to the original members. Cline stated that if a community wanted to be a full member and commit the sales tax, it would become peers with the other member cities just as though it joined in the beginning. Mayor Burroughs asked if the three original cities were designated by law to vote on expenditures or if a city committed sales tax would they be included in voting for expenditures. Dee Leggett, VP-DCTA Planning and Communications, stated that the supermaj ority was outlined in the bylaws. It was envisioned that new cities would become part of the supermaj ority. Mayor Burroughs stated that he was concerned about small cities that would add a very small amount of sales tax and that could become a major shift in expenditure resources to different parts of the community. Council Member Mulroy asked if the by-laws could reflect a supermajority according to the level of contribution. Mayor Pro Tem Kamp stated that weighted votes on the board had been brought up several times and the members were talking about revising the bylaws. Council Member Mulroy stated that a formula should protect contributors with a supermajority as a shift could be dynamic over time. Council Member Gregory stated that a new city could join and not actually have a person from that city representing them on the board. Cline replied that could be correct depending on which seat was being represented. Those being taxed do not have stronger representation than those not being taxed. Cline continued with a Service Plan update. He presented details on an analysis of the existing system; an assessment of Denton County's future mobility needs; pubic and stakeholder involvement and surveys; a short-term plan and a long-range plan. He noted that ridership was increased and discussed combined annual bus ridership. City of Denton City Council Minutes May 3, 2010 Page 3 Cline's next topic was bus operating and the maintenance facility. The maintenance facility was currently located at the Denton Landfill. They were looking at location off Kerley Lane for a new facility. The center of operations for the bus facility was in Denton. Cline stated that the DCTA had recently purchased 39 passengers shelters, with integrated benches and adjacent trash receptacles. Mayor Burroughs asked for the number of bus stops in Denton. Jarod Varner, VP-Bus Operations, replied there were about 250 stops. Cline continued that thirteen shelters had been installed in Lewisville and 26 shelters were set to be installed in Denton. Shelter installations include infrastructure improvements to make each shelter ADA accessible. Council Member Engelbrecht stated there were lots of issues beyond benches such as no sidewalks and not a large enough space for a stop. Council Member Gregory asked if any surveys had been done or design suggestions for bike attachments. Varner stated that there were bike attachments on the buses. Cline continued with commuter vanpools. The DCTA had a contract with VPSI, Inc. for vanpool service. The vanpools provided shared-ride service for 8 to 15 passengers with similar travel patterns. The vans were driven by vanpool participants who also determined each van's route and schedule. The vanpool costs were shared by participants and DCTA (the more participants in a van, the lower the cost to each member.) Council Member Heggins asked if this service was just inside the city of Denton or outside the city. Varner stated that the service was outside the city and within Denton County. Cline stated that over the next six months, DCTA would finalize fares for bus and rail; bus and rail integration; and the A-train operating schedule. Board adoption of the fare structure would probably in September/October with implementation in January 2011. The fare would likely consist of two tiers - local between Hebron and Denton and regional with access to DCTA, DART and The T. Mayor Pro Tem Kamp asked about giving consideration to local vendors for concessions in the facility. Varner stated that they needed information from the Federal Transit Administration to see if that was possible. If so, they would see what interest was out there and hope to find local vendors who would be interested. Council Member Engelbrecht asked about advertising on the buses. City of Denton City Council Minutes May 3, 2010 Page 4 Leggett stated that staff had been working 6 months on a policy development for advertising on the buses. The advertising must reflect community values. It was anticipated that a policy would go to the Board in May or June for adoption with a slow implementation of the program. City Manager Campbell expressed concern with advertising on benches to be consistent with that on the buses. Council Member Gregory stated that Denton had been donated a train caboose. He suggested exploring the possibility of moving it to the Hickory Street designation as an information booth or concessions stand. He asked about the details of the hike and bike trails. Cline stated that the trails would be concrete trails. They were currently working with staff on maintenance of the trails. Tom Le Beau, VP-Rail Development, stated that the process had already started on the trail. Some were already built, some bridges were done. The trails would be 10 feet wide with 6 inches concrete. They had worked with staff for a design scenario for maintenance. Council Member Gregory asked if there were places where water off the rail line would present a problem on the trail. Le Beau stated that all the drainage was accommodated for in the drainage plans. Council Member Gregory asked about the placement of signs along the trail that might designate historical events, either state or local information. Le Beau replied that no one from Denton had approached them in regards to such signage. They had discussions with other cities and would be willing to discuss it for Denton. Council Member Engelbrecht asked about options for city of Denton residents to get to NCTC. Cline stated that was outside the three member cities and that it was a challenge right now for that service. Corinth was currently paying a service fee but would soon discontinue it. As it stood right now, that was an open question because Corinth was not a contributing city. Varner stated that there was a fixed route shuttle with the campus and a park and ride facility at the mall. Council Member Watts asked if there was a goal as far as measuring which stop received a shelter and a goal to have a certain number of stops to be sheltered. Cline stated that they started looking at the high boarding locations and high volume locations to see if a shelter would physically fit. City of Denton City Council Minutes May 3, 2010 Page 5 Varner stated that they were trying to add more access points even if a stop had limitations. The Board did not have a goal dependent on the number of shelters. It was dependent on what the Board wanted to allocate. Council Member Heggins asked if there were safety measures in place at shelters especially for seniors. Cline stated that the DCTA was not a police authority. Part of the theory of placing the shelters was to try and not to create places where people could hide. They did not have a specific law enforcement plan. Mayor Burroughs stated that the economic downturn had affected both short and long term sales tax projections. He questioned how that impacted the service plan and what was the plan for the downtown station with number of operations - would it be full service with as many stops as anticipated for the future or would it be ramped up. Cline stated that the sales tax was off last year but they had under budgeted for sales tax revenue- ahead of the estimates for last year. That was not driving the budget. They were looking how to phase in the service to deal with number of trains to lease, etc. Mayor Burroughs stated that it had other implications to the City such as economic development and what the city would be investing in that area. A station that was fully operational was needed and the City needed to know any alternatives the DCTA might be looking at so any needed adaptations could be done. Cline stated that the opening service would be service up to the downtown center. They currently were looking at time of day for service, etc. Mayor Burroughs asked about "hop a bus" service from UNT, TWU and downtown. There was a need to connect as efficiently as possible to help with city's budget. Cline stated that system planning was underway at this time and they would try to incorporate it into the plan. Mayor Burroughs stated that if there were "hop on-hop off' service, there would have to be a difference between the two modes of transportation. He asked if there was any possibility for enhanced funding allocations for local impacted railways. Cline stated that there were no funds right now. Leggett stated that they had applied for a grant for safety improvements around Fred Moore School and Kerley Street. With no further business, the meeting was adjourned at 12:55 p.m. City of Denton City Council Minutes May 3, 2010 Page 6 MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES May 4, 2010 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, May 4, 2010 at 4:30 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member Heggins, Council Member Mulroy, and Council Member Watts. ABSENT: None 1. Requests for clarification of agenda items listed on the agenda for May 4, 2010. Council Member Mulroy requested that Item 3H be pulled from the Consent Agenda and considered separately. Council Member Watts asked about Item 3B being a sole source item. Tim Fisher, Assistant Director of Water Utilities, stated that the proposed company used a patented ultra sensitive leak detection/location system. As this is a patented system, it could be awarded under the sole source procurement ordinance. City Attorney Burgess stated that Council had been supplied a revised ordinance for Item 3N indicating a different date. Council Member Gregory felt that there needed to be a different way to have house concerts. He requested an informal staff report to look for way to comply with the law and to be neighborly. Mayor Burroughs asked about where in the process they were for Item 3F in terms of the certificates of obligation for the recycling equipment. Bryan Langley, Director of Finance, stated that they would be bid and specific contracts would come back at later date. Mayor Burroughs asked about Item 3J and whether the grant request would assist the City in getting LEED certification for the projects. Jim Coulter, General Manager-Water Administration, replied that it could be used for such projects but that staff would bring back the item for approval of the equipment. 2. Receive a report, hold a discussion and give staff direction regarding naming the park property located at 6100 Sun Ray Drive, SPC Ernest W. Dallas, Jr. Veterans Memorial Park, and declaring an effective date. The Parks, Recreation and Beautification Board recommends approval (6-0). Emerson Vorel, Director of Parks and Recreation, stated that in January 2009 staff had received an application to name park or sport field in honor of United States Army Specialist Ernest W. Dallas, Jr. who lost his life in Iraq on July 24, 2005. A committee was formed by the Parks, Recreation and Beautification Board to research the request and make a recommendation to the board in early 2010. The initial report of the committee rejected the request and the Board voted in March 2010 to reject the request. It was discovered that a public comment period had not City of Denton City Council Minutes May 4, 2010 Page 2 been done as required by ordinance so on April 5, 2010 a meeting was held for public comment. Ads were placed in the Denton Record-Chronicle, postcards were sent to neighbors around the proposed park and other notices were done in regards to public comment for the naming. Fourteen people attended the Park Board meeting. Since that meeting emails had been received discussing park usage and design concerns. There was a concern from the neighbors that once the park was dedicated, veterans would gather in that park and parking would be a problem. Staff talked through those concerns and issues with neighbors. The veterans did not envision large groups using the park once it was dedicated as they had meeting places and would not be using the park in that manner. Following the special called meeting and the public comments, the Board set aside the original motion and voted to approve the request. The park on Sun Ray Drive was a 4 acre park, with a design of a typical neighborhood park, with a playground, shelters, and a trail to connect to the rail trail. There would be a lighted flag pole and a plaque for SPC Dallas. Mayor Burroughs questioned the inscription and how the name came out to what was proposed. Vorel stated that the Park Board had recommended the name of the park. Mayor Burroughs stated that the naming would be more of an honor to an individual and not to veterans in general. He questioned why "Veterans" would be in the name as it tended to add to the misunderstanding of the honor. Vorel stated that if "Veterans" were included in the name, should there be others, their names could be added to the monument in the park. The Council convened in Closed Meeting at 4:55 p.m. to consider the following: 1. Closed Meeting: A. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. 1. Discuss, deliberate, and receive information from Staff and provide Staff with direction pertaining to the acquisition of a fee simple tract, and temporary construction easement tract for Magnolia Drainage Improvements, the limits of which being a detention pond to be located North of the McKenna Park Congregation of the Jehovah's Witnesses church facilities on Windsor Drive, in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the tracts referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the Denton City Council under the Texas Rules of Disciplinary Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. City of Denton City Council Minutes May 4, 2010 Page 3 B. Consultation with Attorneys -Under Texas Government Code, Section 551.071. 1. Consultation, discussion, deliberation, and receipt of information from the city's attorneys involving legal matters relating to possible annexations of property into the City of Denton where public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards 1. Motorcycle Safety & Awareness Month Proclamation Mayor Burroughs presented a proclamation for Motorcycle Safety and Awareness Month. 2. National Day of Prayer Proclamation Mayor Burroughs presented a proclamation for the National Day of Prayer. 3. Presentation of Post Card History Series: Denton County book by Georgia Caraway and Kim Cupit with Denton County Museums. Georgia Caraway and Kim Cupit presented the Council with the second book in their series "Post Card History, Denton County". Mayor Burroughs made a presentation in regards to the Census. He recognized the services of the Complete Count Committee. 3. CONSENT AGENDA Council Member Mulroy motioned, Council Member Gregory seconded to approve the Consent Agenda A-P and the accompanying ordinances and resolutions including the substituted ordinance for Item N with the exception of Item H which would be considered separately. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes May 4, 2010 Page 4 Ordinance No. 2010-104 A. Consider adoption of an ordinance of the City Council of the City of Denton, Texas authorizing the City Manager to execute a first amendment to a Professional Services Agreement with R. J. Covington Consulting, LLC, Austin, Texas for further consulting services relating to Task Orders No. 10-D, 10-E, 10-F and 10-G, by approving further Task Orders No. 10-D, 10-E, 10-F and 10-G, regarding providing professional consulting and engineering services supporting Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (File 4486-Task Orders No. 10-D, 10-E, 10- F and 10-G for an additional amount of not-to-exceed $98,000-being an additional sum to the original Professional Services Agreement in the sum of $67,000; and when totaled with related Task Orders No. 10-A, 10-B, and 10-C a total not-to-exceed amount of $165,000). The Public Utilities Board recommends approval (5-0). Ordinance No. 2010-105 B. Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of Leak Detection Survey Work on water transmission pipelines for the City of Denton Water Department which is available from only one source in accordance with the pertinent provisions of Chapter 252 of the Texas Local Government Code exempting such purchases from the requirements of competitive bidding, and providing an effective date (File 4503-Purchase of Leak Detection Survey Work awarded to Pressure Pipe Inspection Company in an amount not to exceed $315,000). The Public Utilities Board recommends approval (4-0). Ordinance No. 2010-106 C. Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Chris and Cynthia Savino from the Downtown Incentive Grant Program not to exceed $7,935; and providing for an effective date. The Economic Development Partnership Board recommends approval (6-0). Approved the Noise Exception listed below. D. Consider a request for an exception to the Noise Ordinance for amplified sound on each Sunday in the month of July for the purpose of the Apollo Time and the Music Time events. Apollo Time and Music Time events are scheduled for the following Sundays: July 4, from 5:00 p.m. until 11:00 p.m., July 11, July 18, and July 25, 2010, from 5:00 p.m. until 10:00 p.m. The events will be held in Fred Moore Park. There is not a request for an increase in the level of decibels. Staff recommends approval of the request for amplified sound on each Sunday in the month of July. Ordinance No. 2010-107 E. Consider adoption of an ordinance of the City of Denton authorizing and ratifying an agreement between the City of Denton, Texas and the Denton Parks Foundation to assist with the costs of entertainment, decorations, promotions, and/or children's activities for the 2010 Cinco de Mayo Celebration; providing for the expenditure of funds therefore; and providing for an effective date. ($600) City of Denton City Council Minutes May 4, 2010 Page 5 Ordinance No. 2010-108 F. Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse expenditures from the Solid Waste Reserve Fund with Certificates of Obligation with an aggregate maximum principal amount equal to $4,256,000 to allow the Solid Waste Department to purchase and acquire refuse and recycling equipment in order to continue providing solid waste refuse and recycling collection operations; and providing an effective date. The Public Utilities Board recommends approval (4-0). Resolution No. R2010-013 G. Consider approval of a resolution by the City Council of the City of Denton relating to the issuance of bonds by North Texas Higher Education Authority, Inc.; approving the issuance of such bonds and the use of the proceeds of such bonds; recognizing that the City has no financial obligation to pay any principal or interest on the bonds, and making certain findings in connection therewith; and providing an effective date. Ordinance No. 2010-109 H. Consider adoption of an ordinance of the City of Denton, Texas, naming the park property located at 6100 Sun Ray Drive, SPC Ernest W. Dallas, Jr. Veterans Memorial Park, and declaring an effective date. The Parks, Recreation and Beautification Board recommends approval (6-0). Emerson Vorel, Director of Parks and Recreation, reviewed the details of the naming of the park. Monty Slough submitted a Speaker Card in favor of the proposed naming of the park. Moose Prosen submitted a Speaker Card in favor of the proposed naming of the park. Council Member Gregory motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-110 L Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Real Estate Contract of Sale between the City of Denton and McKenna Park Congregation of Jehovah's Witnesses, and any other documents necessary to acquire an approximate 3.779 acres of land located in the Thomas Toby Survey, Abstract Number 1288, Denton County Texas, and being a portion of Lot 1, Block 1 of Lake Cities Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet N, Page 320, Plat Records, Denton County, Texas; authorizing the expenditure of funds therefore; and providing an effective date. The Public Utility Board recommends approval (4-0). Resolution No. R2010-014 J. Consider approval of a resolution of the City Council of the City of Denton, Texas authorizing the filing of a project application with the North Central Texas Council of Governments for a Regional Solid Waste Program - Local Implementation Project, City of Denton City Council Minutes May 4, 2010 Page 6 Construction and Demolition Equipment in the amount of $98,000; delegating and authorizing the City Manager, or his designee, to act on behalf of the city in all other matters that are related to this project application, pledging that if funding for this project is received, the City of Denton, Texas will comply with all project requirements of the North Central Texas Council of Governments, the Texas Commission on Environmental Quality, and the State of Texas; and providing for an effective date. The Public Utility Board recommends approval (4-0). Resolution No. R2010-015 K. Consider approval of a resolution of the City Council of the City of Denton, Texas authorizing the filing of a project application with the North Central Texas Council of Governments for a Regional Solid Waste Program - Local Implementation Project - Recycling and Litter Reduction for $68,000 in the Public Areas of Downtown from the Denton County Courthouse to the new light rail train station; delegating and authorizing the City Manager, or his designee, to act on behalf of the city in all other matters that are related to this project application, pledging that if funding for this project is received, the City of Denton, Texas will comply with all project requirements of the North Central Texas Council of Governments, the Texas Commission on Environmental Quality, and the State of Texas; and providing an effective date. The Public Utility Board recommends approval (4- 0). Ordinance No. 2010-111 L. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the City Manager to execute a Non-disturbance and Accommodation agreement between the City of Denton, Texas, Rayzor Hillview, L.P., Denton Hillview, L.P., Rayzor Investments, LTD., Range Texas Production, LLC, and Range Production Company regarding lands located in the B.B.B. and C.R.R. Company Survey, Abstract Number 192, Denton County, Texas, and being Lot 1, Block 2 of Rayzor Ranch South, according to the conveyance plat thereof recorded in Cabinet Y, Pages 470-478, Plat Records of Denton County, Texas and adjoining Electric, Communication, Roadway, Access and Utility Easement; and providing an effective date. The Public Utility Board recommends approval (4-0). Approved the Noise Exception noted below. M. Consider a request for an exception to the Noise Ordinance for the purpose of performing live music during a House Concert hosted by Cassandra Fuhrmann. The House Concert will be located at 616 Woodland Street on Sunday May 23, 2010, beginning at 5:00 p.m. and concluding at 8:00 p.m. This request is for an increase in decibels from 65 to 69 and for amplified sound on Sunday. Staff recommends approving the noise exception request. Ordinance No. 2010-112 N. Consider adoption of an ordinance of the City of Denton, Texas amending Chapter 28 of the Code of Ordinances to adopt the 2009 International Energy Conservation Code, as published by the International Code Council, and to establish local amendments thereto; establishing a penalty of a fine not to exceed $2,000.00 for violations thereto; providing for severability; repealing all ordinances in conflict herewith; and providing an effective date. City of Denton City Council Minutes May 4, 2010 Page 7 Resolution No. R2010-016 0. Consider approval of a resolution by the City of Denton, Texas, authorizing the City Manager to sign and submit to the Department of Housing and Urban Development a 2010 - 2014 Consolidated Plan for Housing and Community Development including the 2010 Action Plan for Housing and Community Development with appropriate certifications, as authorized and required by the Housing and Community Development Act of 1974, as amended and the National Affordable Housing Act of 1990, as amended; and providing for an effective date. Approved the minutes listed below. P. Consider approval of the minutes of April 5, 2010 and April 6, 2010. 4. PUBLIC HEARINGS Ordinance No. 2010-113 A. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, designating the property located at 322 Texas Street, legally known as Lot 4, Block 1 of Industrial School Addition, as a Historic Landmark under Section 35.7.6 of the Denton Development Code (HL10-0002). The Historic Landmark Commission recommends approval (5-0). The Planning and Zoning Commission recommends approval (6-0). Mark Cunningham, Director of Planning and Development, presented the details of the request. Staff had reviewed the application and the assessment provided by the applicant, and found that it met several of the criteria for Historic Landmark Designations. The Historic Landmark Commission, Planning and Zoning Commission and staff all recommended approval of the proposed designation. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Mayor Pro Tem Kamp motioned, Council Member Heggins seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-114 B. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Neighborhood Residential 2 (NR-2) zoning district classification and use designation to a Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district classification and use designation, and superseding and repealing ordinance Nos. 87-113, 87-154, and Specific Use Permit 5-193, along with any special exceptions or legally nonconforming use status created as a consequence of the zoning classification change in 2002, for City of Denton City Council Minutes May 4, 2010 Page 8 approximately 5.2 acres of land located at 4000 W. University Drive, legally described as Ranch Estates, Block E (SW Corner), and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date (Z09-0011). The Planning and Zoning Commission recommends approval (4-2). Mark Cunningham, Director of Planning and Development, presented the details of the request which was to rezone a 5.2 acre tract owned by the Girl Scouts from NR-2 to NRMU-12. Rezoning would allow the existing structure to be used as an office. The property contained developed floodplain and stream buffer habitats. Council Member Watts stated that no structures could be built in the floodway. Cunningham stated that the site could be improved and a structure would have to be elevated. Council Member Engelbrecht asked about the staff recommendation. Cunningham stated that staff had originally recommended denial because of the isolated zoning district. They did not think the neighborhood would support a larger area rezoned instead of only one lot. The area in question was not conducive to a single family home. Mayor Burroughs stated that he was on Council when the entire city was rezoned and that the western area of City and undeveloped parts generally defaulted to the lowest intensity use in the area. Council Member Mulroy stated that University would eventually be widened to six lanes and would go commercial. Future development appeared to be commercial. The applicant was looking to put an office there and not commercial to buffer from the neighborhood The Mayor opened the public hearing. The following individuals spoke during the public hearing: Brenda Cubbge, 1201 Elm Street, Dallas, 75270 - favor Larry Reichhart, representing the petitioner - favor Colleen Walker, 2317 W. University, Denton, 76201 - favor The Mayor closed the public hearing. Council Member Engelbrecht stated that he would reluctantly vote in favor of the ordinance. He was not comfortable zoning individual pieces throughout the city as he felt it put a neighborhood in a mixed use area. He suggested a small area study for these types of areas. Council Member Mulroy requested a short paper on the whole area from Masch Branch to the Interstate detailing how it was going to look and the possibility of those areas. City of Denton City Council Minutes May 4, 2010 Page 9 Council Member Watts motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-115 C. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from Neighborhood Residential 2, (NR-2) zoning classification and use designation and Neighborhood Residential 4, (NR-4) zoning classification and use designation to Rural Residential, (RD-5) zoning classification and use designation on 4035 acres, located on the east side of F.M. 428, approximately 659 feet north of Long Road, and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date (Z10-0003). The Planning and Zoning Commission recommends approval (6- 0). Mark Cunningham, Director of Planning and Development, presented the details regarding the proposal. This was a request for downzoning from NR-2 and MR-4 to RD-5 and was part of a larger tract of property. The current zoning did not allow for equestrian usage which was desired. The RD-5 zoning allowed for that type of use. The request was consistent with the Denton Plan. Staff and the Planning and Zoning Commission recommend approval. The Mayor opened the public hearing. Larry Reichhart, representing the applicant, stated that the reason for the request was an expansion of the existing use. The Mayor closed the public hearing. Mayor Pro Tem Kamp motioned, Council Member Mulroy seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-116 D. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for an amendment of the Detailed Plan associated with State School Planned Development (PD-12, I-35/State School) to allow a 1,799 square foot addition to an existing 11,144 square foot office building on approximately 5.491 acres generally located on the south side of Interstate 35 East, north of the city of Corinth; and providing for a penalty in the maximum amount of $2,000.00 for violations, thereof, severability and an effective date (Z10-0001). The Planning and Zoning Commission recommends approval (7-0). Mark Cunningham, Director of Planning and Development, presented the details of the proposal. The applicant was requesting this amendment to allow construction of a 1,799 square foot addition to the existing 11,144 square foot showroom/office building. The Planning and Zoning City of Denton City Council Minutes May 4, 2010 Page 10 Commission and staff recommended approval. The Planning and Zoning Commission had added three conditions which were noted in the ordinance. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Mulroy motioned, Council Member Heggins seconded to adopt the ordinance. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Conduct the second of two (2) readings to consider the adoption of fifteen (15) ordinances under the involuntary annexation procedures for areas exempted from the municipal annexation plan; the Service Plan; and Non-Annexation Development Agreements for qualified parcels within approximately 7,480 acres, located in the City's Extraterritorial Jurisdiction (ETJ), Division 1. The proposed annexation is in multiple ownerships, and consists of fifteen (15) distinct areas, as presented in Exhibit 1. The 15 areas are identified and generally located as follows: Mayor Burroughs indicated that specific speaker cards had been received for Items 1, 2, 4, 7, 8, 9 and that those ordinances would be considered individually. One general Speaker Card had been submitted from Ginger Ester in opposition. Items 3, 5, 6, 10, 11, 12, 13, 14 and 15 would be considered as one motion. Council Member Mulroy motioned, Council Member Gregory seconded to adopt Ordinances 3, 5, 6, 10, 11, 12, 13, 14 and 15. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-117 1. PAA1: 1,171 acres, located on the south side of Jim Christal Road; north side of Tom Cole Road; west of Masch Branch Road; Larry Pockrus spoke in opposition. LaDonna Pockrus spoke in opposition. Council Member Mulroy motioned, Council Member Gregory seconded to adopt Ordinance 1. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes May 4, 2010 Page I I Ordinance No. 2010-118 2. PAA2 South: 1,472 acres, located on the south side of FM 1173; north of W. University Drive; west of I-35; Larry Green presented a Comment Card in opposition. Council Member Mulroy motioned, Council Member Heggins seconded to adopt Ordinance 2. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-119 3. PAA3: 1,075 acres, located on the South side of Ganzer Road; north and south of Barthold Road; north of FM 1173; west of I-35; Ordinance No. 2010-120 4. PAA4: 1,555 acres, located on the south side of Milam Road, north of Loop 288, east of I-35, Richard LaSalle spoke in opposition. Comment cards in opposition were received from Lisa Eaton and Bent Carter. Council Member Mulroy motioned, Council Member Watts seconded to adopt Ordinance 4. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-121 5. DH-1: 315 acres, located east of H. Lively Road; south side of FM 2449; west side of John Paine Road; Ordinance No. 2010-122 6. DH-2: 258 acres, located on the south side of University Drive; west and east sides of Thomas J. Egan Road; north of Jim Christal Road; west of Masch Branch Road; Ordinance No. 2010-123 7. DH-3: 421 acres, located on the south side of Spring Side Road; north, south and west of Corbin Road; west of I-35; Patricia Adams, representing the property owner, spoke in opposition. Council Member Mulroy motioned, Council Member Watts seconded to adopt Ordinance 7. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. City of Denton City Council Minutes May 4, 2010 Page 12 Ordinance No. 2010-124 8. DH-4: 347 acres, located on the east side of Bonnie Brae Street; west of Fort Worth Drive; east and west of Vintage Boulevard; Janelle Burch spoke in opposition. Council Member Mulroy motioned, Council Member Heggins seconded to adopt Ordinance 8. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-125 9. DH-5: 307.11 acres, located on the east side of Fort Worth Drive; west side of Country Club Drive; north of Bush Creek Road; Council Member Mulroy motioned, Council Member Engelbrecht seconded to adopt Ordinance 9. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Ordinance No. 2010-126 10. DH-6: 9 acres, located on the east side of Teasley Lane; north of Hickory Creek Road; west of Lipizzan Court; Ordinance No. 2010-127 11. DH-8: 29 acres, located west of Old Edwards Road; north and south of Edwards Road; Ordinance No. 2010-128 12. DH-10: 87 acres, located south of East McKinney Street; east and west of Lakey Circle; Ordinance No. 2010-129 13. DH-11: 388 acres, located southeast of the intersection of Mayhill Road and McKinney Street; Ordinance No. 2010-130 14. DH-13: 16 acres; located on the West of the intersection of N. Locust Street and Bobcat Road; south of Chaparral Road; and Ordinance No. 2010-131 15. DH-14: 30 acres, located on the South side of Robinson Road; east of Teasley Lane. B. Consider nominations/appointments to the following Boards and Commissions: City of Denton City Council Minutes May 4, 2010 Page 13 1. Parks, Recreation and Beautification Board There were no nomination/appointments made at this meeting. C. Citizen Reports 1. Review of procedures for addressing the City Council. 2. Receive citizen reports from the following: a. Eli Gemini regarding corruption and cover-ups within the City of Denton. Mr. Gemini continued his discussion on cover-ups and corruption in the city. He passed out a packet of information for Council. Mayor Burroughs indicated that comments directed at one particular council member was not allowed. General comments to the Council were permitted but not specific comments directed at one member. Mr. Gemini stated that he wanted to set the facts straight on the record. Mayor Burroughs indicated that Mr. Gemini must abide by the Council's Rules of Procedure. Mr. Gemini indicated that his speech was protected under the Constitution. Mayor Burroughs indicated that addressing just one council member was not appropriate use of a citizen report. Mr. Gemini discontinued his citizen report charging the Council with a violation of his civil rights. b. Larry Simmons regarding a variance on the vendor fee. Mr. Simmons spoke about a vendor fee that was charged for the North Texas Book Festival. The purpose of the Book Festival was to raise funds to give grants to libraries in Denton County. This year they were told that each vendor at the Festival would have to pay a $25 vendor fee. In order to make the event run smoothly, he had paid the vendor fee and all transactions had to go through his register. It turned out to be an administrative nightmare. He indicated that the Festival would not return to the Civic Center until the issue of the individual vendor fees had been resolved. c. Willie Hudspeth regarding concerns of Southeast Denton. Mr. Hudspeth spoke about free speech and the Constitution and how they did not seem to matter in Denton. Only the council rules mattered. Council for years did not charge the Arts and Jazz City of Denton City Council Minutes May 4, 2010 Page 14 Fest for vendor fees. Cinco de Mayo and Juneteenth were charged so why wasn't Arts and Jazz. He felt this had to be illegal and again asked for an answer to his question. d. Lanisha Hudspeth regarding concerns of Southeast Denton. Ms. Hudspeth was not present. e. Jordan Hudspeth regarding concerns of Southeast Denton. Ms. Hudspeth was not present. f. Hagar Hudspeth regarding concerns of Southeast Denton. Ms. Hudspeth was not present. g. Kathleen Wazny regarding City of Denton gas well ordinance. Ms. Wazny spoke about gas wells and asked why it was taking so long to complete the new gas well ordinance for the city. She questioned why other cities and towns had completed updated gas well ordinances while Denton's was not done. She also questioned why there was no moratorium to protect citizens while the new ordinance was being completed. She was asking for protection from air pollution, ground water contamination and explosions associated with gas wells. She urged the Council to get the new ordinance done as soon as possible. D. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Mayor Burroughs asked staff to review the possibility of providing for flexibility of certificates of occupancy in industrial type uses where the impact was in an industrial area. Mayor Burroughs requested a review of options for assessment of vendor fees. Council Member Gregory stated that when the Council worked on the budget it needed to look at the issue of vendor fees for the Arts and Jazz Fest. City of Denton City Council Minutes May 4, 2010 Page 15 Council Member Gregory requested a report on urban chickens. Council Member Engelbrecht requested a briefing on transmission lines for utilities similar to the one presented to PUB Council Member Watts asked for a report on the recycling program and the MRF issue particularly where they were with a contract and an update on the old biodiesel issue. Council Member Heggins requested an update on a smoking ban in city parks in the playground areas such as 50 feet around where children were playing Council Member Mulroy requested a history of development of Masch Branch Road as the problem was allowed to evolve and uses not zoned and now were non-conforming. Mayor Burroughs recognized Jennifer Walters for an award given her by the League of Women Voters. Council Member Heggins asked when to expect signage for Loop 288 for Martin Luther King. E. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. There was no continuation of the Closed Meeting. F. Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the Texas Open Meetings Act. There was no official action on Closed Meeting Items. With no further business, the meeting was adjourned at 8:37 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES May 11, 2010 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Regular Session on Tuesday, May 11, 2010 at 4:00 p.m. in the City Council Work Session Room. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member Heggins, Council Member Mulroy, and Council Member Watts. ABSENT: None 1. The Council considered adoption of an ordinance of the City of Denton, Texas amending the Code of Ordinances by repealing Chapter 17 "Property Maintenance" and creating a new Chapter 17 "Property Maintenance;" Repealing Section 28-30 "Water Capacity," Section 28-31 "Violations," Section 28-67 "Concealed Wiring," Section 28-81 "Office Created; Qualifications," Section 28-82 (B) "Powers and Duties," Section 28-96 "Regulations Governing Construction near Electrical Supply Lines," Section 28-97 "Safety Issue Regarding the Establishment of a Quantitative Standard Regarding the Width, for Minimum Safe Clearance from Electric Transmission Lines," Section 28-111 "License - Required," Section 28-112 "Same - Examination," Section 28-113 "Same - Fees," Section 28-114 "Same - Issuance; Term," Section 28-115 "Same - Revocation, " Section 28-116 "Recognition of Licenses or Certificates of Registration from other Cities," Section 28-117 "Contractor's License," Section 28-118 "Chief Electrician for Businesses," Section 28-119 "Vehicle Identification," Section 28-142 "Purpose, Intent and Scope," Section 28-143 "Applicability," Section 28-146 "Compliance; Violations," Section 28-147 "Administrative Authority," Section 28-148 "Installation Regulations," Section 28-149 "Dangerous and Unsanitary Construction," Section 28-166 "Qualifications," Section 28-168 "Duties," Section 28-169 "Tags and Seals," Section 28- 171 "Liability of Inspectors," Section 28-207 "Work not Requiring Permit," Section 28- 209 "Application," Section 28-212 "Time Limitations," Section 28-231 "General Variances," Section 28-232 "Specific Variances," Section 28-233 "Review by Board," Section 28-296 "Swimming Pool Code Adopted," Section 28-297 "Deletions and Amendments to Swimming Pool Code," Section 28-298 "Definitions," Section 28-299 "Penalty," Section 28-326 "Definitions," Section 28-327 "Enforcement," Section 28-328 "Duties of Building Official," Section 28-329 "Penalties," Section 28-346 "Required; Hours Prohibited," Section 28-347 "Application," Section 28-348 "Bond Insurance," Section 28-349 "Deposits for Expense or Damage to City," Section 28-350 "Duties of Permittee," Section 28-376 "Conflict with Planning, Zoning or Building Requirements," Section 28-377 "Permit - Required," Section 28-378 "Same - Fee," Section 28-379 "Construction on Public Property," Section 28-380 "Hazardous Fences Prohibited in High Density Areas," Section 28-381 "Inspection Required on Completion," Section 28- 382 "Appeals," Section 28-383 "Title," Section 28-384 "Legislative Finding of Fact," Section 28-385 "Purpose," Section 28-386 "Definitions," Section 28-387 "Enforcement," Section 28-388 "Scope," Section 28-401 "Minimum Standards for Continued Use and Occupancy," Section 28-402 "Space and Occupancy Requirements," Section 28-403 "Light and Ventilation," Section 28-404 "Sanitation," Section 28-405 "Structural Requirements," Section 28-406 "Heating and Ventilation," Section 28-407 "Exits," Section 28-408 "Fire Prevention," Section 28-421 "Criteria for Establishing," Section 28- 422 "Notices and Orders of Building Official," Section 28-423 "Recordation of Notice City of Denton City Council Agenda May 11, 2010 Page 2 and Order," Section 28-424 "Repair, Vacation and Demolition," Section 28-425 "Notice to Vacate," Section 28-426 "Appeals," Section 28-427 "Scope of Hearing on Appeal," Section 28-428 "Staying of Order Under Appeal," Section 28-429 "Procedure for Conduct of Hearing Appeals," Section 28-430 "Form of Notice of Hearing," Section 28- 431 "Subpoenas," Section 28-432 "Conduct of Hearing," Section 28-433 "Method and Form of Decision," Section 28-434 "Public Hearing Required for Order of Demolition," Section 28-435 "Performance of Demolition," Section 28-436 "Recovery of Demolition Costs," Section 28-437 "Objections to Assessment," Section 28-438 "Purpose," Section 28-439 "Created," Section 28-440 "Procedures and Powers," and Article IX "Minimum Housing and Building Standards" of Chapter 28 "Buildings and Building Regulations" of the Code of Ordinances: providing a penalty clause; providing a severability clause; and providing for an effective date. John Cabrales, Public Information Officer, presented background information on the process of getting to the final version of the Property Maintenance Code. In October 2007 a City Council committee was appointed to address property maintenance code issues with a first meeting held in November 2007. A Citizens Committee was also formed in March 2008 to assist the Council Committee. Between the two committees, there were over 30 meetings held to address this issue and citizens were given an opportunity at each meeting to give their input. The Property Maintenance Code had merged Articles I-XII of the new Chapter 17, with Article XIII, as amended with staff recommendations. This document accomplished the City's goal of placing all property maintenance related information into one document; added language that allowed staff to address certain complaints from residents; and formatted the document so that it was easier for citizens to read and understand. Minor revisions were suggestion to Section 17-61. As those revisions had not been through the Citizen Committee, the recommendations would be brought back at the six month review. Staff was recommending that a motion include the renaming of the Construction Appeals and Advisory Board to the Health and Building Standards Commission. Council Member Gregory asked about outside storage of children's play equipment. Lancine Bentley, Code Enforcement Division Manager, stated that the restriction was for residential storage. Play equipment could not be stored in front yards but rather on the side or rear yards. Council Member Mulroy thanked all who worked on the Code including the citizens committee and city staff. Mayor Burroughs felt that there might be some unintended consequences with the new Code and suggested that the following be looked at during the six month review: 1. Page 24, Section 17-80 (d) - perimeter fences - clarify the word "deterioration" perhaps using "substantial deterioration or significant deterioration". 2. Section 17-101 - parking surfaces - clarify improved surface for parking for a commercial lot. He knew of a commercial location that had a gravel lot for overflow parking and received a citation for parking on that type of surface. He felt that if there was not a complaint in a commercial area, parking on such a surface should be allowed and not receive a citation. City of Denton City Council Agenda May 11, 2010 Page 3 Council Member Watts expressed concern that one viewpoint might be agreeable for gravel; one viewpoint might be that the gravel was just to have some type of improved surface. Mayor Burroughs suggested a temporary permit for a parking lot that had be to be renewed. Council Member Mulroy felt that the six month review could have information from the Court docket regarding disposition of these types of citations in order to see what was reasonable and what was not. Mayor Burroughs continued with his unintended consequences: 3. Page 33, Section 17-121 -stated "Generally" for Division I -suggested "General Provisions". Council Member Engelbrecht questioned Section 17-159 and occupancy limitations. City Attorney Burgess stated that a definition for family was added which restricted the number of unrelated persons in one residence. Mayor Pro Tem Kamp questioned perimeter fences on page 24 that it did not include backyard fences not seen by the public and shared between neighbors. Cabrales stated correct that the City was not going to get in a private dispute between neighbors. Council Member Watts thanked all who participated in the process and felt that staff and Council needed to be sure to do the six month review. The following ordinance was considered: NO. 2010-132 An ordinance of the City of Denton, Texas amending the Code of Ordinances by repealing Chapter 17 "Property Maintenance" and creating a new Chapter 17 "Property Maintenance;" Repealing Section 28-30 "Water Capacity," Section 28-31 "Violations," Section 28-67 "Concealed Wiring," Section 28-81 "Office Created; Qualifications," Section 28-82 (B) "Powers and Duties," Section 28-96 "Regulations Governing Construction near Electrical Supply Lines," Section 28-97 "Safety Issue Regarding the Establishment of a Quantitative Standard Regarding the Width, for Minimum Safe Clearance from Electric Transmission Lines," Section 28-111 "License - Required," Section 28-112 "Same - Examination," Section 28-113 "Same - Fees," Section 28-114 "Same - Issuance; Term," Section 28-115 "Same - Revocation, " Section 28-116 "Recognition of Licenses or Certificates of Registration from other Cities," Section 28- 117 "Contractor's License," Section 28-118 "Chief Electrician for Businesses," Section 28-119 "Vehicle Identification," Section 28-142 "Purpose, Intent and Scope," Section 28- 143 "Applicability," Section 28-146 "Compliance; Violations," Section 28-147 "Administrative Authority," Section 28-148 "Installation Regulations," Section 28-149 "Dangerous and Unsanitary Construction," Section 28-166 "Qualifications," Section 28- City of Denton City Council Agenda May 11, 2010 Page 4 168 "Duties," Section 28-169 "Tags and Seals," Section 28-171 "Liability of Inspectors," Section 28-207 "Work not Requiring Permit," Section 28-209 "Application," Section 28- 212 "Time Limitations," Section 28-231 "General Variances," Section 28-232 "Specific Variances," Section 28-233 "Review by Board," Section 28-296 "Swimming Pool Code Adopted," Section 28-297 "Deletions and Amendments to Swimming Pool Code," Section 28-298 "Definitions," Section 28-299 "Penalty," Section 28-326 "Definitions," Section 28-327 "Enforcement," Section 28-328 "Duties of Building Official," Section 28- 329 "Penalties," Section 28-346 "Required; Hours Prohibited," Section 28-347 "Application," Section 28-348 "Bond Insurance," Section 28-349 "Deposits for Expense or Damage to City," Section 28-350 "Duties of Permittee," Section 28-376 "Conflict with Planning, Zoning or Building Requirements," Section 28-377 "Permit - Required," Section 28-378 "Same - Fee," Section 28-379 "Construction on Public Property," Section 28-380 "Hazardous Fences Prohibited in High Density Areas," Section 28-381 "Inspection Required on Completion," Section 28-382 "Appeals," Section 28-383 "Title," Section 28-384 "Legislative Finding of Fact," Section 28-385 "Purpose," Section 28-386 "Definitions," Section 28-387 "Enforcement," Section 28-388 "Scope," Section 28-401 "Minimum Standards for Continued Use and Occupancy," Section 28-402 "Space and Occupancy Requirements," Section 28-403 "Light and Ventilation," Section 28-404 "Sanitation," Section 28-405 "Structural Requirements," Section 28-406 "Heating and Ventilation," Section 28-407 "Exits," Section 28-408 "Fire Prevention," Section 28-421 "Criteria for Establishing," Section 28-422 "Notices and Orders of Building Official," Section 28-423 "Recordation of Notice and Order," Section 28-424 "Repair, Vacation and Demolition," Section 28-425 "Notice to Vacate," Section 28-426 "Appeals," Section 28-427 "Scope of Hearing on Appeal," Section 28-428 "Staying of Order Under Appeal," Section 28-429 "Procedure for Conduct of Hearing Appeals," Section 28-430 "Form of Notice of Hearing," Section 28-431 "Subpoenas," Section 28-432 "Conduct of Hearing," Section 28-433 "Method and Form of Decision," Section 28-434 "Public Hearing Required for Order of Demolition," Section 28-435 "Performance of Demolition," Section 28-436 "Recovery of Demolition Costs," Section 28-437 "Objections to Assessment," Section 28-438 "Purpose," Section 28-439 "Created," Section 28-440 "Procedures and Powers," and Article IX "Minimum Housing and Building Standards" of Chapter 28 "Buildings and Building Regulations" of the Code of Ordinances: providing a penalty clause; providing a severability clause; and providing for an effective date. Council Member Watts motioned, Council Member Mulroy seconded to adopt the ordinance with the corrections as handed out at the meeting and the substitution of Construction Appeals and Advisory Commission to the Heath and Building Standards Commission. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. 2. The Council considered adoption of an ordinance amending Section 25-10(b) "Owner or Occupant to Place House Numbers" of Chapter 25 "Streets, Sidewalks, and Public Places" of the Code of Ordinances of the City of Denton; repealing Article X "Construction Advisory and Appeals Board" of Chapter 28 "Buildings and Building Regulations" of the Code of Ordinances of the City of Denton; creating a new Article X "Health and Building Standards Commission" of Chapter 2 "Administration" of the Code City of Denton City Council Agenda May 11, 2010 Page 5 of Ordinances of the City of Denton; providing a severability clause; and declaring an effective date. Kurt Hansen, Building Official, stated that the proposed amendments to the Code included: 1. Change in house numbering requirement - the minimum numbering height requirement will be changed from three inches to four inches which will be consistent with the minimum numbering height requirement of the City adopted Fire Code. 2. Relocation of Article X - Article X is currently located within Chapter 28 of the Code of Ordinances. However, due to changes in Chapter 17 and future anticipated changes to Chapter 28, staff recommended that Article X be relocated to Chapter 2 to be grouped in a chapter that was more appropriate for the City's boards, commissions, and committees. 3. Hear appeals and variance requests - staff was recommending that authority be given to the CAAB to hear appeal and variance costs associated with Chapters, 13, 14, and 17. 4. Appointment of Alternate Members - at times, the CAAB which was currently comprised of 7 members, had a difficult time with a quorum. Staff was recommending that two or more alternate members be added. These alternates would assure that there will be at least a quorum present at the meeting for regular cases and at least six members present to hear variance cases. Staff, with the endorsement of the Fire Marshal, was also recommending that in cases involving the Fire code, if no current Board members were experts in fire related specialties, the Council appoint one or two alternates to hear and vote on fire matters. 5. Appointment of a Vice-Chair- staff was recommending the creation of a vice-chair position to sit in place of the Chair when the Chair was absent. 6. Appeal Application clarification - this recommendation was to clarify that an application for appeal to the CAAB had to meet specific criteria such as questions of interpretation, applicability or new or alternative practices. 7. Name Change of Board - it was recommended that the name of the Construction Advisory and Appeals Board be changed to more accurately reflect the total oversight authority of this body. Staff was recommending that the Board be renamed the Health and Building Standards Commission. Council Member Engelbrecht asked about the areas for alternates and whether there would be two separate alternates or the same alternates for different cases. Hansen stated that the alternates could be the same individuals who would hear and appear for fire code issues. It was felt that there needed to be individuals with more expertise in those types of appeals. However, there could be two separate sets of alternates. Council Member Watts questioned if there were a full membership present on a fire issue, would the alternates vote or be in an advisory capacity and only vote if members were absent. City of Denton City Council Agenda May 11, 2010 Page 6 City Attorney Burgess stated that as the ordinance was written, there would be a seven member board with two alternates in the event of fire cases, the number could change to nine members. Council Member Watts suggested making the provision clearer about having up to nine members on the board. Council Member Engelbrecht questioned if that would be treating fire cases differently due the number of members needed for a quorum. City Attorney Burgess stated that the specified majority vote might change in number but it would be dependent on how many members showed up for the meeting. City Manager Campbell stated that this was an unusual case and suggested designating one of the seven members as a fire representative so there would not be a different number needed for a quorum. City Attorney Burgess suggested in cases involving the International Fire Code, the Fire Marshal, or his designee, would be an ex-officio member to the Commission but have no vote on any matter. The following ordinance was considered: NO. 2010-133 An ordinance amending Section 25-10(b) "Owner or Occupant to Place House Numbers" of Chapter 25 "Streets, Sidewalks, and Public Places" of the Code of Ordinances of the City of Denton; repealing Article X "Construction Advisory and Appeals Board" of Chapter 28 "Buildings and Building Regulations" of the Code of Ordinances of the City of Denton; creating a new Article X "Health and Building Standards Commission" of Chapter 2 "Administration" of the Code of Ordinances of the City of Denton; providing a severability clause; and declaring an effective date. Council Member Mulroy motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance with the amendments as suggested by the City Attorney. On roll call vote, Council Member Watts "aye", Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Pro Tem Kamp "aye", and Mayor Burroughs "aye". Motion carried unanimously. Following the completion of the Special Called Regular Session, the Council convened in a Closed Meeting at 4:53 p.m. to consider the following: 1. Closed Meeting A. Consultation with Attorneys - Under Texas Government Code, Section 551.071; Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. City of Denton City Council Agenda May 11, 2010 Page 7 1. Receive a briefing, discuss, deliberate and provide direction concerning the status of litigation in the pending Texas Municipal Power Agency ("TMPA") case entitled Ex Parte Texas Municipal Power Agency I, Cause No. D-1-GN-08-003426, pending in the 126t' Judicial District Court in and for Travis County, Texas; Ex Parte Texas Municipal Power Agency II, Cause No. D-1-GN-08-003693, in the 261't Judicial District Court in and for Travis County, Texas; and Texas Municipal Power Agency, Plaintiff v. City of Bryan, Texas Defendant, Counter Plaintiff and Third- Party Plaintiff v. City of Denton, Texas and City of Garland, Texas, Third--Party D(,fendants, Cause No. 28169, pending in the 506th Judicial District Court in and for Grimes County, Texas; and the status of the steps necessary to resolution of each of the said Public Utilities Commission of Texas pending disputed proceedings as to TMPA and its four Member Cities (Bryan, Denton, Garland and Greenville). A public discussion of these legal matters would conflict with the duty of the City's attorneys to the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Discuss and deliberate public power competitive electric and financial issues that are involved in finalizing the above-referenced TMPA litigation, including, but not limited to the City's position regarding a proposed "Amendment to Power Sales Contract" of TMPA. The Council concluded the Closed Session at 5:35 p.m. With no further business, the meeting was adjourned at 5:35 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES May 18, 2010 The City of Denton City Council convened in the Work Session Room on Tuesday, May 18, 2010 at 5:30 p.m. to attend a reception honoring City Council. After determining that a quorum was present, the City Council convened in a Regular Meeting on Tuesday, May 18, 2010 at 6:30 p.m. in the Council Chambers. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member Heggins, Council Member Mulroy, and Council Member Watts. ABSENT: None 1. Pledge of Allegiance The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. Ordinance No. 2010-134 2. Consider adoption of an ordinance canvassing the returns and declaring the results of the Regular Municipal Election to elect two City Council Members to Places 5 and 6 and to elect a Mayor to Place 7 of the City Council of the City of Denton, Texas held in the City of Denton on May 8, 2010; and providing an effective date. Jennifer Walters, City Secretary, presented the total votes cast for each candidate in Place 5, 6 and 7. She indicated that a majority of votes had been cast for Pete Kamp in Place 5, James King in Place 6 and Mark Burroughs in Place 7. Council Member Gregory motioned, Council Member Watts seconded to adopt the ordinance. On roll call vote, Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Burroughs "aye", Council Member Watts "aye", and Mayor Pro Tem Kamp "aye". Motion carried unanimously. 3. Oath of Office administered to newly elected Council Members. Jennifer Walters, City Secretary, administered the oath of office to Pete Kamp, Place 5; James King, Place 6 and Mark Burroughs, Mayor Place 7. 4. Election of Mayor Pro Tempore. Council Member Gregory nominated Pete Kamp for Mayor Pro Tempore. On roll call vote, Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Burroughs "aye", Council Member Watts "aye", and Mayor Pro Tem Kamp "aye". Motion carried unanimously. 5. Consider approval of Resolutions of Appreciation for retiring Council Members. Mayor Burroughs read a Resolution of Appreciation for Joe Mulroy. City of Denton City Council Agenda May 18, 2010 Page 2 Mayor Pro Tem Kamp motioned, Council Member Engelbrecht seconded to approve the Resolution of Appreciation. On roll call vote, Council Member Mulroy "aye", Council Member Heggins "aye", Council Member Gregory "aye", Council Member Engelbrecht "aye", Mayor Burroughs "aye", Council Member Watts "aye", and Mayor Pro Tem Kamp "aye". Motion carried unanimously. With no further business, the meeting was adjourned at 6:45 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Transportation Operations _qh~ ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Michael Moore, to Tony A. Riley located at 4710 Lockheed, Denton, Texas at the Denton Municipal Airport and providing an effective date. The Airport Advisory Board recommends approval (7-0). BACKGROUND Attached is a Lease Assignment Agreement to authorize Michael Moore to assign the lease of property to Tony A. Riley. The assignment requires Tony A. Riley to assume liability for performance under existing terms and conditions of the Michael Moore Lease, to pay a $500 transfer fee and administrative cost experienced by the City in the processing of this assignment. PRIOR ACTION/REVIEW June 9, 2010 - The Airport Advisory Board recommends approval (7-0). FISCAL INFORMATION A $500 transfer fee will be required and an additional administrative fee for reasonable attorney fees and staff time will also be due. The lease requires an adjustment to the lease every second year based on the Department of Labor Consumer Price Index (CPI) for the Dallas-Fort Worth Area. EXHIBITS 1. Ordinance 2. Lease Assignment 3. Map 4. Airport Advisory Minutes Respectfully submitted: Quentin Hix Airport Manager 1 ORDINANCE NO. AN ORDINANCE APPROVING AN ASSIGNMENT OF A LEASEHOLD INTEREST IN AN AIRPORT LEASE AGREEMENT AT DENTON MUNICIPAL AIRPORT FROM MICHAEL MOORE, TO TONY A. RILEY LOCATED AT 4710 LOCKHEED, DENTON, TEXAS AT THE DENTON MUNICIPAL AIRPORT AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Michael Moore has requested that his Airport Lease Agreement at 4710 Lockheed dated August 27, 2001 be assigned to Tony A. Riley; and WHEREAS, the Airport Board has approved the Assignment and Lease Amendment; and WHEREAS, the City Council deems it in the public interest to approve this Assignment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute an Assignment of a leasehold interest in an Airport Lease Agreement at the Denton Municipal Airport from Michael Moore to Tony A. Riley, attached as Exhibit A and made a part of this Ordinance for all purposes, to evidence the City's consent to the Assignment. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: LEASE ASSIGNMENT OF COMMERCIAL OPERATORS LEASE AT DENTON MUNICIPAL AIRPORT DATE: ASSIGNOR: Michael Moore ASSIGNEE: Tony A. Riley LEASE: Date: August 27, 2001 Landlord: City of Denton, Texas Tenant: Michael Moore Premises: All that certain lot, tract, or parcel of land situated in the WILLIAMS NEIL SURVEY, ABSTRACT NUMBER 970 in the City of Denton, Denton County, Texas, and being a part of Lot 1, Block 1 of the Southeast Airport Addition, an Addition to the City of Denton, Denton County, Texas, as recorded in Cabinet G, Page 295 of the Plat Records of Denton County, Texas, the subject tract being more particularly described in ATTACE[ ENTS A and B. . Assignor assigns to Assignee Tenant's interest in the lease. A. Assignee Agrees To: 1. Assume Tenant's Obligations under the Lease. 2. Accept the premises in their present "as is" condition. 3. Complete all obligations of purchase from Assignor prior to this Assignment becoming effective. Landlord consents to the Assignment. Landlord agrees to notify Assignor within 30 days of any Assignee default. B. Assignor agrees as a condition of Landlord's consent to this Assignment that: 1. Assignor will remain liable on the Lease should Assignee default on the lease. 2. Assignor will pay or will have the Assignee pay the Landlord a five hundred dollar ($500.00) transfer fee. 3. Assignor will pay or will have the Assignee pay all the Landlord's administrative costs of handling and processing this Assignment, including without limitation, all Landlord's reasonable attorney fees and Landlord's staff time associated with this Assignment. PREVIOUS ASSIGNMENTS: None Page 2 of 3 For Mic el oore, Assignor cha Moo F Tr Tony A. Riley, As ~4 / Tony Riley City of Denton, Landlord George C. Campbell, City Manager Attest: Jennifer Walters, City Secretary By: Approved as to Legal Form: Anita Burgess, City Attorney By: STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the f 1 l 20 L 0 , by Michael Moore, airport lessee. [Seal) Nota~ Public, State o exas : n'i, " SUS BRIDGES My COMMISSION EXPIRES Co mission Expires f d ~J rib (or Notary Stamp) July 10, 2013 Page 3 of 3 STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the day of 201U, by Tony A. Riley. [SEAL] : SUE BRIDGES My COMMISSION EVIREs ota Public, State of Texas I .sr„ July 10, 2013 ission Expires ~ - j b - (or Notary Stamp) STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the day of 20 , by George C. Campbell on behalf of the City of Denton, Texas, a municipal corporation. [SEAL] Notary Public, State of Texas My Commission Expires (or Notary Stamp) Concrete Monument North ATTACHMENT A West Corner Lot 1, Block 1 Southeast Airport Addition LP Cabinet G, Page 295 Q° 0 do, va 150' TAXIWAY DRAINAGE ~1P & UTILITY EASEMENT S 88036'10"E 70.00' 0 0 f ~ o 0 o _o Lot 3 Lot 4 I Lot 1 W Loti 2 3 0 0 M C N o ° o 0 Cf) 88°36'10"W 70.00' P.O.B. LOCKHEED LEC END 24' Asphalt Road . FIN:S`IED FLOOR hC . "I ATURAL GROUND _Eq . SUR:EO ELECTRIC RISER ^ IRf • IRON ROD FOUND IR$/CAP ' 1/2' IRON ROD SET W/CAPr'"~• FCP FENCE CORNER POST • •-`ti P.L. PROPERTY LINE L = BUILDING LINE U-E • UTILITY EASEMENT , P U E ' PUBLIC UTILITY EASEMENT A • • • - , , DE DRAINAGE EASEMENT COM-K ES-MT • COMNU41CATZON ESN' WM • WA'EQ METER .,~E • • _ . .n • EP ONE RISER ` . E.1 cCTRX RISER 'R_NS : : ECTRIC TRAN$FOR!dER . PGwzR POLE yf, LP L:6117 POLE R ON RIGI-iT OF WAY ~ . P C3 POINT OF BEG;uNING . C. POtNT OF CO&IMENC:VO ^s-.L'•- ' CvER-f!E1D UTILITY --CATV-- = CABLE Tv LINE EI-ECTRIC LINE T.. - EPr!CNE LINE W nE FENCE -11.. -WCOO FENCE PIPE 8 CABLE FENCE o • CHA!NLINK FENCE PLAT OR DEED CALL II 0' .-1f ^LNCROLLsNG NCNL'Mc;N' • ' 3A5E $EAR:NG ATTACHMENT B All that certain lot, tract, or parcel of land situated in the WILLIAM NEIL SURVEY, ABSTRACT NUMBER 970, in the City of Denton, Denton County, Texas, and being a part of Lot 1, Block 1 of the Southeast Airport Addition, an Addition to the City of Denton, Denton County, Texas, as recorded in Cabinet G, rage 295 of the Plat Records of Denton County, Texas, the subject tract being more particularly described as follows: Beginning for the Southwest corner of the tract being described herein at a capped iron rod set for corner from which a concrete monument found at the Northwest corner of said Addition bears North 24 Degrees 39 Minutes 36 Seconds West a distance of 9861.31 feet; THENCE North 01 Degrees 23 Minutes 50 Seconds East a distance of 190.00 feet to a capped iron rod set for the Northwest Corner. THENCE South 88 Degrees 36 Minutes 10 Seconds East a distance of 70.00 feet to a capped iron rod set for the Northeast Corner. THENCE South 01 Degrees 23 Minutes 50 Seconds West a distance of 110.00 feet to a capped iron rod set for the Southwest Corner. THENCE North 88 Degrees 36 Minutes 10 Seconds West a distance of 70.00 feet back to the place of beginning, and enclosing 0.98 acres of land, more or less. This Survey sketch represents the results of an on-the-ground survey made under my direction and supervision on 07-31-01. There are no visible or apparent intrusion, protrusions or easements except as shown hereon. FLOOD STATEMENT: I have examined the FEMA Flood Insurance Rate Map for the City of Denton, Denton County, Texas, Community Number 480774, effective date 4-2-97 and that map indicates that this property is in Non-Shaded ZONE X which is defined as" Areas determined to be outside the 500-year flood, as shown on Panel 0355 F of said map. NOTE: This survey was done without the benefit of Schedule A & B or title binder. i k Kenny ollinge . .L.S No.5312 Date 7 If I DRAFT MINUTES AIRPORT ADVISORY BOARD JUNE 9, 2010 After determining that a quorum was present, the Airport Advisory Board of the City of Denton, Texas convened in a Regular Meeting on June 9, 2010 at 5:30 p.m. in the Airport Terminal Building, Meeting Room at 5000 Airport Road, Denton, Texas, at which the following items were considered: BOARD MEMBERS PRESENT: Chairman, Mr. Brown, Vice Chairman, Mr. Brewer, Mr. Clark, Dr. Smith, Mr. Pugh, Mr. Schofield, and Mr. Fykes. BOARD MEMBERS ABSENT: None STAFF MEMBERS PRESENT: Quentin Hix, Airport Manager, Julie Mullins, Administrative Assistant, Andrea Sumner, Operations Coordinator. PUBLIC PRESENT: Mark Taylor, US Aviation Group, Rick Woolfolk, Damon Ward, Business Air Center and Jim Stodold. ITEMS FOR INDIVIDUAL CONSIDERATION IV. Receive a report, hold a discussion and take appropriate action regarding an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Michael Moore, to Tony A. Riley located at 4710 Lockheed, Denton, Texas at the Denton Municipal Airport and providing an effective date. Dr. Smith made a motion to approve leases IV, V, VI, VII transfer lease agreement. Mr. Fykes seconded the motion. Motion carried 7-0 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Transportation Operations ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Avionics International Supply, Inc. to Andy Johnson located at 1750 Westcourt, Denton, Texas at the Denton Municipal Airport and providing an effective date. The Airport Advisory Board recommends approval (7-0). BACKGROUND Attached is a Lease Assignment Agreement to authorize Avionics International Supply, Inc. to assign the lease of property to Andy Johnson. The assignment requires Andy Johnson to assume liability for performance under existing terms and conditions of the Avionics International Supply, Inc. Lease, to pay a $500 transfer fee and administrative cost experienced by the City in the processing of this assignment. PRIOR ACTION/REVIEW June 9, 2010 - The Airport Advisory Board recommends approval (7-0). FISCAL INFORMATION A $500 transfer fee will be required and an additional administrative fee for reasonable attorney fees and staff time will also be due. The lease requires an adjustment to the lease every year based on the Department of Labor Consumer Price Index (CPI) for the Dallas-Fort Worth Area. EXHIBITS 1. Ordinance 2. Lease Assignment 3. Airport Advisory Minutes Respectfully submitted: Quentin Hix Airport Manager 1 ORDINANCE NO. AN ORDINANCE APPROVING AN ASSIGNMENT OF A LEASEHOLD INTEREST IN AN AIRPORT LEASE AGREEMENT AT DENTON MUNICIPAL AIRPORT FROM AVIONICS INTERNATIONAL SUPPLY, INC., TO ANDY JOHNSON LOCATED AT 1750 WESTCOURT, DENTON, TEXAS AT THE DENTON MUNICIPAL AIRPORT AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Avionics International Supply, Inc. has requested that the Airport Lease Agreement at 1750 Westcourt, dated December 19, 1995 be assigned to Andy Johnson; and WHEREAS, the Airport Board has approved the Assignment and Lease Amendment; and WHEREAS, the City Council deems it in the public interest to approve this Assignment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute an Assignment of a leasehold interest in an Airport Lease Agreement at the Denton Municipal Airport from Avionics International Supply, Inc. to Andy Johnson, attached as Exhibit A and made a part of this Ordinance for all purposes, to evidence the City's consent to the Assignment. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: STATE OF TEXAS COUNTY OF DENTON ASSIGNMENT OF LEASE and CONVEYANCE OF OWNERSHIP OF LEASEHOLD IMPROVEMENTS WHEREAS, on or about December 19, 1995 the City of Denton, Denton County, Texas, as Lessor, ("the City") and Avionics International Supply, Inc., a Texas Corporation, as Lessee, ("AIS") entered into a certain lease agreement entitled AIRPORT LEASE AGREEMENT ("the LEASE") concerning property located at the Denton Municipal Airport and having the street address of 1750 Westcourt Dr., Denton, Texas. The legal description of the property is set out in said AIRPORT LEASE AGREEMENT, a copy of which is attached hereto and included herein by reference as though copied verbatim herein, and WHEREAS AIS desires to assign its interest in the LEASE and convey all of its right, title, interest, and ownership of the Leasehold Improvements located on the leased premises, including without limitation the building(s) and structures thereon, to Andy Johnson, presently of 1005 Quail Run Road, Southlake, Denton County, Texas 76092 ("Johnson") and, WHEREAS the City has consented to the assignment and conveyance herein contained and as set out hereinafter as evidenced by the signature of the proper City Official(s) below,, NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AIS hereby assigns, transfers, and delivers all of its right, title and interest in and to the above-described AIRPORT LEASE AGREEMENT and the premises covered thereby to Johnson, and further conveys to Johnson all of its right, title, interest, and ownership in and to the Leasehold Improvements located on the leased premises, including without limitation the building(s) and structures thereon. It is agreed and understood by and among the parties to this Agreement that: 1. Johnson agrees to accept and hereby accepts the "LEASE," pay all rents, and punctually perform all of AIS's obligations under the "LEASE" accruing on and after the date of delivery of possession to the Assignee as contained in this agreement. Johnson further agrees to indemnify and hold AIS harmless from any breach of Johnson's obligations hereunder. 2. AIS shall deliver possession of the leased premises of the premises covered by the "LEASE" and possession of the aforesaid Leasehold improvements Assignment & Conveyance: AIS to Johnson page 1 located on the leased premises, including without limitation the building(s) and structures thereon, to Johnson on the date of the execution hereof. All rents and other charges accrued under the "LEASE" prior to that date shall be fully paid by AIS, and thereafter'by Johnson. 3. the City consents to this Assignment of Lease, provided that: a. Assent to the assignment shall not discharge AIS of its obligations under the "LEASE" in the event of breach by Johnson; b. In the event of an uncured breach by Johnson, the City shall provide AIS with written notice of that breach and AIS shall have full rights to commence all actions to recover possession of the leased premises (in the name of the City, if necessary) and retain all rights for the duration of the "LEASE," provided AIS shall pay all accrued rents and cure any other default within a reasonable time; c. There shall be no further assignment of the "LEASE" without prior written consent of the City except that the City hereby consents that Johnson, may assign the "LEASE," including without limitation, all of his right, title, interest, and ownership in and to the Leasehold Improvements located on the leased premises, including without limitation the building(s) thereon, to Global Maritime Supply Management LLC, a Texas limited liability company presently located at 1750 Westcourt Road, Denton, Denton County, Texas, of which Johnson, is the owner of one hundred per cent (100%) of the membership interest therein. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives. SIGNED under seal this the, day of , 2010, in Denton, Denton County, Texas. Avionics International Supply, Inc., r Mike phin, its resident Andy on, Assignment & Conveyance: AIS to Johnson page 2 The City of Denton, Denton County, Texas By Title: By Title: STATE OF TEXAS COUNTY OF DENTON Before me, the undersigned Notary Public, on this day personally appeared Mike Sutphin in his capacity as President of Avionics International Supply, Inc. and on its behalf, and known by me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of , 2010. to u f Texas M o m' sio pire . KAYLA S. CORNELIUS STATE OF TEXAS Notary Public, State of Texas y My Commission Expires of September 17, 2013 COUNTY OF DENTON Before me, the undersigned Notary Public, on this day personally appeared Andy Johnson, known by me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of , 2010. KAYLA S. CORNELIUS to ub i , f T xas Notary Public, State of Texas My mi Sion xp ray Commission Expires Cf September 17, 2013 Assignment & Conveyance: AIS to Johnson page 3 DRAFT MINUTES AIRPORT ADVISORY BOARD JUNE 9, 2010 After determining that a quorum was present, the Airport Advisory Board of the City of Denton, Texas convened in a Regular Meeting on June 9, 2010 at 5:30 p.m. in the Airport Terminal Building, Meeting Room at 5000 Airport Road, Denton, Texas, at which the following items were considered: BOARD MEMBERS PRESENT: Chairman, Mr. Brown, Vice Chairman, Mr. Brewer, Mr. Clark, Dr. Smith, Mr. Pugh, Mr. Schofield, and Mr. Fykes. BOARD MEMBERS ABSENT: None STAFF MEMBERS PRESENT: Quentin Hix, Airport Manager, Julie Mullins, Administrative Assistant, Andrea Sumner, Operations Coordinator. PUBLIC PRESENT: Mark Taylor, US Aviation Group, Rick Woolfolk, Damon Ward, Business Air Center and Jim Stodold. ITEMS FOR INDIVIDUAL CONSIDERATION V. Receive a report, hold a discussion and take appropriate action regarding an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Avionics International Supply, Inc. to Andy Johnson located at 1750 Westcourt, Denton, Texas at the Denton Municipal Airport and providing an effective date. Chairman Brown asked why the two transfers for the lease would transfer from Avionics International Supply, Inc. to Andy Johnson and then to Global Maritime Supply Management, LLC. The lease's address is the same address. Mr. Hix said Airport Staff has not calculated these charges on transfers unless there is something unusual that airport staff has to go to the Legal Department to resolve. Legal has reviewed the leases and approved the lease. Mr. Woolfolk said there is a change in management and the company needs to be put in Andy Johnson's name to distribute the assets. Mr. Hix commented on the lease that the City Legal department reviews both the lease transfers and wanted to make sure the Airport is covered under the lease transfer. Dr. Smith made a motion to approve leases IV, V, VI, VII transfer lease agreement. Mr. Fykes seconded the motion. Motion carried 7-0 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Transportation Operations ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Andy Johnson to Global Maritime Supply Management, LLC located at 1750 Westcourt, Denton, Texas at the Denton Municipal Airport and providing an effective date. The Airport Advisory Board recommends approval (7-0). BACKGROUND Attached is a Lease Assignment Agreement to authorize Andy Johnson to assign the lease of property to Global Maritime Supply Management LLC. The assignment requires Global Maritime Supply Management LLC to assume liability for performance under existing terms and conditions of the Andy Johnson Lease, to pay a $500 transfer fee and administrative cost experienced by the City in the processing of this assignment. PRIOR ACTION/REVIEW June 9, 2010 - The Airport Advisory Board recommends approval (7-0). FISCAL INFORMATION A $500 transfer fee will be required and an additional administrative fee for reasonable attorney fees and staff time will also be due. The lease requires an adjustment to the lease every year based on the Department of Labor Consumer Price Index (CPI) for the Dallas-Fort Worth Area. EXHIBITS 1. Ordinance 2. Lease Assignment 3. Airport Advisory Minutes Respectfully submitted: Quentin Hix Airport Manager 1 ORDINANCE NO. AN ORDINANCE APPROVING AN ASSIGNMENT OF A LEASEHOLD INTEREST IN AN AIRPORT LEASE AGREEMENT AT DENTON MUNICIPAL AIRPORT FROM ANDY JOHNSON TO GLOBAL MARITIME SUPPLY MANAGEMENT LLC LOCATED AT 1750 WESTCOURT, DENTON, TEXAS AT THE DENTON MUNICIPAL AIRPORT AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Andy Johnson has requested that the Airport Lease Agreement at 1750 Westcourt, dated December 19, 1995 be assigned to Global Maritime Supply Management LLC; and WHEREAS, the Airport Board has approved the Assignment and Lease Amendment; and WHEREAS, the City Council deems it in the public interest to approve this Assignment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute an Assignment of a leasehold interest in an Airport Lease Agreement, at the Denton Municipal Airport from Andy Johnson to Global Maritime Supply Management LLC, attached as Exhibit A and made a part of this Ordinance for all purposes, to evidence the City's consent to the Assignment. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: n 3 ' STATE OF TEXAS COUNTY OF DENTON ASSIGNMENT. OF LEASE and CONVEYANCE OF OWNERSHIP OF LEASEHOLD IMPROVEMENTS WHEREAS, on or about December 19, 1995 the City of Denton, Texas, as Lessor, and Avionics International Supply, Inc., a Texas Corporation, as Lessee entered into a certain lease agreement entitled AIRPORT LEASE AGREEMENT ("the LEASE") concerning property located at the Denton Municipal Airport and having the street address of 1750 Westcourt Dr., Denton, Texas. The legal description of the property is set out in said AIRPORT LEASE AGREEMENT, a copy of which is attached hereto and included herein by reference as though copied verbatim herein, and WHEREAS Avionics International Supply, Inc. ("AIS") has previously assigned its interest in the LEASE and conveyed all of its right, title, interest, and ownership of the Leasehold Improvements located on the leased premises, including without limitation the building(s) and structures thereon, to Andy Johnson, presently of 1005 Quail Run Road, Southlake, Denton County, Texas 76092, ("Johnson") and WHEREAS Johnson desires to assign his interest in the LEASE and convey all of his right, title, interest, and ownership of the Leasehold Improvements located on the leased premises, including without limitation the building(s) and structures thereon, to Global Maritime Supply Management LLC, a Texas limited liability company, located at 1750 Westcourt Road, Denton, Denton County, Texas, ("GI bal")andsently WHEREAS the City of Denton, Denton County, Texas, ("the City") has consented to the herein assignment and conveyance from Johnson to Global as set out hereinafter as evidenced by the signature of the proper City Official(s) below, NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Johnson hereby assigns, transfers, and delivers all of his right, title and interest in and to the above-described AIRPORT LEASE AGREEMENT and the premises covered thereby to Global and further conveys to Global all of his right, title, interest, and ownership in and to the Leasehold Improvements located on the leased premises, including without limitation the building(s) and structures thereon. It is agreed and understood by and among the parties to this Agreement that: ASSIGNMENT & CONVEYANCE: JOHNSON TO GLOBAL MARITIME PAGE 1 1. Global agrees to accept and hereby accepts the "LEASE," pay all rents, and punctually perform all of Johnson's obligations under the "LEASE" accruing on and after the date of delivery of possession global as contained in this agreement. Global further agrees to indemnify and hold Johnson h-armless from any breach of Global`s obligations hereunder. 2. Johnson shall deliver possession of the leased premises of the premises covered by the "LEASE" and possession of the aforesaid Leasehold improvements located on the leased premises, including without limitation the building(s) and structures thereon, to Global on the date of the execution hereof. All rents and other charges accrued under the "LEASE" prior to that date shall be fully paid by Johnson, and thereafter by Global. 3. The City consents to this Assignment of Lease, provided that: a. Assent to the assignment shall not discharge Johnson of his obligations under the "LEASE" in the event of breach by Global; b. In the event of an uncured breach by Global, The City shall provide Johnson with written notice of that breach and Johnson shall have full rights to commence all actions to recover possession of the leased premises (in the name of the City, if necessary) and retain all rights for the duration of the "LEASE," provided he shall pay all accrued rents and cure any other default within a reasonable time; c. There shall be no further assignment of the "LEASE" without prior written consent of the City. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives. I SIGNED under seal this the, day o 2010, in Denton, Denton County, Texas. Andy Jo ns Global Maritime Supply M agement LLC, Assignee By Y21-1,f Its ASSIGNMENT & COONVEYANCE: JOHNSON TO GLOBAL MARITIME PAGE 2 The City of Denton, Denton County, Texas, Lessor By Title: By Title: STATE OF TEXAS COUNTY OF DENTON Before me, the undersigned Notary Public, on this day personally appeared in his capacity as d- of Globa aritime Supply Management LLC and on its behalf, and known by to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this ay of 2010. ' N to U151, , of X's My mi sio e KAYLA S. CORNELIUS Notary Public, State of Texas STATE OF TEXAS My Commission Expires September 17, 2013 COUNTY OF DENTON Before me, the undersigned Notary Public, on this day personally appeared Andy Johnson, known by me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of offic this day of 2010. E(97Y LA S. CORNELIUS N tary ubl exa ry Public, State of Texas M c isn ires: Commission Explms eptember 17, 2013 ASSIGNMENT & COONVEYANCE: JOHNSON TO GLOBAL MARITIME PAGE 3 DRAFT MINUTES AIRPORT ADVISORY BOARD JUNE 9, 2010 After determining that a quorum was present, the Airport Advisory Board of the City of Denton, Texas convened in a Regular Meeting on June 9, 2010 at 5:30 p.m. in the Airport Terminal Building, Meeting Room at 5000 Airport Road, Denton, Texas, at which the following items were considered: BOARD MEMBERS PRESENT: Chairman, Mr. Brown, Vice Chairman, Mr. Brewer, Mr. Clark, Dr. Smith, Mr. Pugh, Mr. Schofield, and Mr. Fykes. BOARD MEMBERS ABSENT: None STAFF MEMBERS PRESENT: Quentin Hix, Airport Manager, Julie Mullins, Administrative Assistant, Andrea Sumner, Operations Coordinator. PUBLIC PRESENT: Mark Taylor, US Aviation Group, Rick Woolfolk, Damon Ward, Business Air Center and Jim Stodold. ITEMS FOR INDIVIDUAL CONSIDERATION VI. Receive a report, hold a discussion and take appropriate action regarding an ordinance approving an assignment of a leasehold interest in an airport lease agreement at Denton Municipal Airport from Andy Johnson to Global Maritime Supply Management, LLC located at 1750 Westcourt, Denton, Texas at the Denton Municipal Airport and providing an effective date. Chairman Brown asked why the two transfers for the lease would transfer from Avionics International Supply, Inc. to Andy Johnson and then to Global Maritime Supply Management, LLC. The lease's address is the same address. Mr. Hix said Airport Staff has not calculated these charges on transfers unless there is something unusual that airport staff has to go to the Legal Department to resolve. Legal has reviewed the leases and approved the lease. Mr. Woolfolk said there is a change in management and the company needs to be put in Andy Johnson's name to distribute the assets. Mr. Hix commented on the lease that the City Legal department reviews both the lease transfers and wanted to make sure the Airport is covered under the lease transfer. Dr. Smith made a motion to approve leases IV, V, VI, VII transfer lease agreement. Mr. Fykes seconded the motion. Motion carried 7-0 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Transportation ACM: Howard Martin Utilities 349-8232 SUBJECT Consider approval of a resolution to the City Council of the City of Denton, Texas, appointing an alternate to the Board of Directors of the Denton County Transportation Authority; providing a repealer and providing an effective date. BACKGROUND On December 1, 2009 Guy McElroy was appointed as the City of Denton representative to the Denton County Transportation Authority (DCTA) Board of Directors through the approval of Resolution R2009-038. The December 2009 resolution also appointed Mark Nelson, Director of Transportation, as the first alternate and Howard Martin, Assistant City Manager, as the Second Alternate. At the April 27, 2010 Mobility Committee, staff received direction to place an item on the next available City Council agenda for the consideration of Rick Woolfolk to replace Mark Nelson as the First Alternate to the DCTA Board of Directors. The current two-year term for the City of Denton appointee and alternates expires on November 12, 2011. PRIOR ACTION/REVIEW The Mobility Committee requested staff to schedule Council consideration of this resolution at the April 27, 2010 monthly meeting. The City Attorney's Office has reviewed and prepared the resolution. FISCAL INFORMATION There will be no fiscal impact. SCHEDULE If approved, the proposed appointment will become effective immediately and continue through November 12, 2011. EXHIBITS 1. Draft Resolution 2. Resolution R2009-038 Respectfully submitted: Mark Nelson Transportation Director salegallour documentslreso1utions1101dcta bd alternate appointment jun 2010.doc RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPOINTING AN ALTERNATE TO THE BOARD OF DIRECTORS OF THE DENTON COUNTY TRANSPORTATION AUTHORITY; PROVIDING A REPEALER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 460.054(b)(1) of the Transportation Code authorizes the governing body of the City of Denton to appoint one member to the Board of Directors (the "Authority Board") of the Denton County Transportation Authority (the "Authority"); and WHEREAS, the' Denton County Transportation Authority Bylaws authorizes the appointment of members of the Board of Directors, as well as alternate board members serving in the absence of appointed board members; and WHEREAS, pursuant to Resolution No. R2009-03 S the City Council of the City of Denton appointed Guy McElroy as the City of Denton representative to the Authority Board and appointed Mark Nelson as the First Alternate and Howard Martin as the Second Alternate, each for a two-year term; and I WHEREAS, the two-year term will expire on November 12, 2011, and the City Council deems it be in the public interest to appoint an alternate to the Authority Board for the remainder of the current two year term; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations contained in the preamble of this Resolution are incorporated herein by reference. SECTION 2. Rick Woolfolk is hereby appointed as First Alternate to the Authority Board as a representative for the City of Denton, Texas. Mr. Woolfolk is qualified to serve on the Authority Board as having professional experience in the field of transportation, business, government, engineering, or law. SECTION 3. The City Manager is hereby authorized to send a certified copy of this Resolution to appropriate officials of the Authority. SECTION 4. All previous resolutions and orders or parts of resolutions or orders in force when the provisions of this Resolution become effective which are inconsistent or in conflict with the terms or provisions contained in this Resolution are hereby repealed to the extent of any such conflict. SECTION 5. This Resolution shall become effective immediately upon its passage and approval. s:llegallour documentsVesolutionsll Ucta bd alternate appointment jun 2010. doc PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 of 2 F Our documentslresolutions\091dctaOd appt 2009.doc RESOLUTION N0.-(~ A RESOLUTION OF THE CITY` COUNCIL OF THE CITY OF DENTON, TEXAS, APPOINTING ONE MEMBER AND TWO ALTERNATES TO THE BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE OF THE ` DENTON COUNTY TRANSPORTATION AUTHORITY; PROVIDING A REPEALER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 460,054(b)(1) of the Transportation Code authorizes the governing body of the City of Denton to appoint one member to the Board of Directors or Executive Committee (the "Authority Board") of the Denton County Transportation Authority (the "Authority"); and WHEREAS, pursuant to Resolution No. R2008-028 the City Council of the City- of Denton appointed Guy McElroy as the City of Denton representative to the Authority Board and confirmed Mark Nelson as the First Alternate and Howard Martin as the Second Alternate, each for a two-year term; and WHEREAS, the two year term expired on November 12, 2009 and the City Council deems it be in the public interest to appoint a member and two alternates to the Authority Board for a two year term; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations contained in the preamble of this Resolution are incorporated herein by reference. SECTION 2. Guy McElroy is hereby appointed as a member to the Authority Board and as a representative for the City of Denton, Texas. Mr. McElroy is qualified to serve on the Authority Board as having. professional experience in the field of transportation, business, government, engineering, or law. SECTION 3. The City Manager is hereby authorized to send a certified copy of this Resolution to appropriate officials of the Authority. SECTION 4. All previous resolutions and orders or parts of resolutions or orders in force when the provisions of this Resolution become effective which are inconsistent or in conflict with the terms or provisions contained in this Resolution are hereby repealed to the extent of any such conflict. SECTION 5. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2009. ARK .B G , YOR s T ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: nAmfl APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: I ~Sv Page 2 of 2 This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Solid Waste ACM: Howard Martin, Utilities 349-8232 SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas authorizing the filing of a project application with the North Central Texas Council of Governments for a Regional Solid Waste Program - Local Implementation Project, Food Waste Composting, delegating and authorizing George C. Campbell, City Manager, or his designate, to act on behalf of the city in all other matters that are related to this project application, pledging that if funding for this project is received, the City of Denton, Texas will comply with all project requirements of the North Central Texas Council of Governments, the Texas Commission on Environmental Quality, and the State of Texas, and providing for an effective date. The Public Utility Board will consider this item on June 14, 2010. BACKGROUND Through grant funding from the State of Texas, the NCTCOG is the administrator of the funds collected from statewide fee paid to the TCEQ on solid waste disposal. Project funds are designated for joint and local solid waste projects during the state fiscal year that began on September 1, 2009. Approximately $1.5 million of reimbursable project funding is available for implementation projects in the current FY 2011 planning cycle. NCTCOG 2011 Grant Schedule: Council Resolution Submittal Deadline to NCTCOG: July 2, 2010 Resource Conservation Council votes to approve list of grant projects: July 15, 2010 NCTCOG Executive Board approves RCC approved grant list: July 22, 2010 NCTCOG begin executing interlocal agreements for successful projects: September 1, 2010 Projects completed, final reports and paperwork to NCTCOG: July 29, 2011 Project Summary Committed to a successful citywide recycling and waste minimization program, the City of Denton has implemented extensive programs for its residents and businesses, focusing on MSW, C&D debris, and yard waste. The purpose of this project will be to expand recycling services that are provided in Denton by developing an organics (primarily food waste) collection and composting program for commercial businesses. Grant funding is needed to assist Denton to conduct a commercial organics pilot program with the intent to expand to a full-scale program after the completion of the pilot. The City expects that it will be able to conduct the pilot program, as well as implement a full- scale program, successfully by leveraging existing City solid waste operations. For example, commercial organics collection services will be offered to businesses and governmental institutions that already receive collection services from the City. Material will be processed at the City's existing composting site. Having significant collection and processing infrastructure ensures that Denton will provide extensive in-kind services to supplement grant funding. Denton will retain a consulting firm that has experience working with local governments and businesses to evaluate and implement organics recycling programs. An important task for the consultant will be to assist the City in developing and documenting the best management practices for each of the key tasks. Since this information will be documented, it will be available to other local governments and private companies in North Central Texas that have an interest in implementing a similar program. In addition, the consultant will provide guidance and training to City staff to ensure that Denton will be able to continue providing the program after the pilot. Successful implementation of this project can also be of assistance to other cities and private companies that may consider whether they could implement a similar program. The project will accomplish the following: • Identify and target a cross-section of commercial organics generators in order to develop expertise in servicing a wide range of customers (e.g. grocery stores and distribution centers, hospitals, universities, manufacturers with large cafeterias). • Develop rates that will be charged to customers in order to incentivize participation and provide disposal cost savings. • Conduct on-site waste assessments for the targeted customers and provide recommendations on how each business could implement an organics collection program. • Select and reach agreement with a number of customers to participate in an organics pilot program based on the results of the on-site waste assessments. • Train staff at participating customers' business locations regarding proper program participation. • Develop and print program material/literature that will be used to promote the program and to train businesses on proper participation. • Provide implementation assistance while the pilot program is on-going for the collection and processing operations (e.g. communicating with customers, troubleshooting processing issues, developing routing recommendations). • Develop an implementation plan regarding how the program would be implemented on a permanent, full-scale basis following completion of the pilot program. OPTIONS The City Council may or may not recommend approval of the resolution officially authorizing the filing of a project application with the NCTCOG for a Regional Solid Waste Management Plan - FY 2011 Solid Waste Implementation Project. If approved, the resolution must be submitted to the NCTCOG by July 2, 2010 in order to be considered for grant reimbursement funding. RECOMMENDATION Staff recommends approval of the resolution for funding through the NCTCOG Regional Solid Waste Management Plan grant program in the sum of $60,200. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Denton's staff attended the NCTCOG's Resource Conservation Council meeting in which the FY 2010 grant information was provided. The Public Utility Board will consider this item on June 14, 2010. FISCAL INFORMATION Grant reimbursement funding is requested in the amount of $60,200. This grant requires quarterly Council of Governments reporting and reimbursement of funds. EXHIBITS 1. Grant Resolution 2. PUB Minutes will be provided during meeting Respectfully submitted: A. Vance Kemler General Manager, Solid Waste Services RESOLUTION NO. R20 10- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE FILING OF A PROJECT APPLICATION WITH THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS FOR A REGIONAL SOLID WASTE PROGRAM - LOCAL IMPLEMENTATION PROJECT; DELEGATING AND AUTHORIZING GEORGE C. CAMPBELL, CITY MANAGER, OR HIS DESIGNATE, TO ACT ON BEHALF OF THE CITY IN ALL OTHER MATTERS THAT ARE RELATED TO THIS PROJECT APPLICATION, PLEDGING THAT IF FUNDING FOR THIS PROJECT IS RECEIVED, THE CITY OF DENTON, TEXAS WILL COMPLY WITH ALL PROJECT REQUIREMENTS OF THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS, THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY, AND THE STATE OF TEXAS, AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the North Central Council of Governments ("NCTCOG") has been directed by the Texas Commission on Environmental Quality ("TCEQ") to administer solid waste project funds for the implementation of the NCTCOG adopted goal "Time to Recycle"; and WHEREAS, the City of Denton, Texas is qualified to apply for project funds under the "FY 2011 Solid Waste Implementation Funds - Request for Applications"; and WHEREAS, the City Council of the City of Denton has expressed their support and interest regarding the above-referenced solid waste project; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton, Texas hereby delegates and authorizes completion and submittal of the City of Denton's application requesting project funding under the North Central Texas Council of Governments' "FY 2011 Solid Waste Implementation Funds - Request for Applications" for the implementation of the Regional Solid Waste Management Plan; and the City Council hereby empowers and authorizes George C. Campbell, City Manager, or his designee, to act on the behalf of the city in all matters, that are related to the project application, and any subsequent project contract(s) that may result therefrom. SECTION 2. Should the project be funded, then the City of Denton, Texas shall comply with the requirements of the North Central Texas Council of Governments, the Texas Commission on Environmental Quality, and the State of Texas. SECTION 3. The project funds and any project-funded equipment and facilities will be used solely for the purposes for which they are intended under the Project. SECTION 4. The activities of the city shall comply with and support the adopted local and regional solid waste management plans adopted for the geographical area in which the activities are performed. SECTION 5. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY A i r i By: This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Drainage ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Real Estate Contract of Sale between the City of Denton and Odis J. Fuller, Jr. and wife, Kathy A. Fuller and other documents necessary to acquire two tracts, one being approximately 0377 acre of land, the other being approximately 0.049 acre of land, both located in the William Loving Survey, Abstract Number 759, City and County of Denton, Texas; authorizing the expenditure of funds therefore; and providing an effective date. The Public Utility Board will consider this item on June 14, 2010. BACKGROUND The Eagle Drive Drainage Project - Phase I consists of the expansion and improvement of the existing storm water channel that was initially enhanced in the 1930's as a concrete/rock lined channel. The proposed improvement is to be a section of underground concrete box designed to convey the waters of a 100-year storm event. In this first segment (Phase I) the drainage box channel will be constructed from South Elm Street eastward, along the existing channel alignment, across South Locust Street, continuing east and connecting to the concrete drainage structure, west side of Wainwright Street. The Wainwright Street drainage box was constructed a few years ago and sized for the purposes of the subject upstream Project. It is necessary to acquire the subject purchase tracts to accommodate the contemplated size of proposed underground concrete box system and the workspace required for actual construction. City staff, along with the contracted support services of Land Insight, Inc, Kathy Cunningham, President, have engaged the property owners, Mr. and Mrs. Fuller, along with their tenant, Denton Bible Church (Vision & SWEAT Team Ministries) in pursuit of equitable terms in regard to land purchase and termination of the leasehold estate. It is anticipated that formal closing and funding of the real estate purchase will occur in early July 2010. OPTIONS I . Approve the proposed Ordinance. 2. Not approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Public Utilities Board - November 9, 2009: Project consideration for public necessity finding and land rights acquisition authorization. City Council - November 17, 2009: Project consideration for public necessity finding and land rights acquisition authorization. (Ordinance 2009-289). The Public Utility Board will consider this item on June 14, 2010. FISCAL INFORMATION Project is being funded with a combination of Revenue and General Obligation bonds. Purchase price of $285,545.00 plus closing costs as prescribed in the Contract. BID INFORMATION The Eagle Drive Drainage project will be bid February 2010. Construction for the project is estimated to begin shortly thereafter. EXHIBITS 1. Draft ordinance 2. Location map 3. PUB Minutes will be provided during meeting Respectfully submitted, 'f Frank G. Payne, P.E. City Engineer Prepared by, Paul Williamson, Real Estate Manager SALegahOur Documents\Ordinances1101Fuller RE Purchase Contract - Eagle Dr Drainage - Ph 1 - draft ordinance PHW 06032010.doe ORDINANCE NO.2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A REAL ESTATE CONTRACT OF SALE BETWEEN THE CITY OF DENTON AND ODIS J. FULLER, JR. AND WIFE, KATHY A. FULLER AND ANY OTHER DOCUMENTS NECESSARY TO ACQUIRE TWO TRACTS, ONE BEING APPROXIMATELY 0.377 ACRE OF LAND, THE OTHER BEING APPROXIMATELY 0.049 ACRE OF LAND, BOTH LOCATED IN THE WILLIAM LOVING SURVEY, ABSTRACT NUMBER 759, CITY AND COUNTY OF DENTON, TEXAS (THE "PROPERTY"); AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING. AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a Contract of Sale, between the City of Denton and Odis J. Fuller, Jr. and wife, Kathy A. Fuller, substantially in the form attached hereto and made a part hereof as Exhibit "A" (the "Contract"), with a purchase price of $285,545.00 plus closing costs as prescribed in the Contract, and any other documents. necessary for the acquisition of the Property, as more particularly described therein. The Property is being acquired for storm water drainage improvements. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2010. MARK A. BURROUGHS, MAYOR ATTESTED: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Ordinance Attachment EX HIBIT "A" CONTRACT OF SALE STATE OF TEXAS COUNTY OF DENTON § This Contract of Sale (the "Contract") is made this. day of June, 2010,. effective as of the date of execution hereof by Buyer, as defined herein (the "Effective. . Date"), by and between Odis Fuller, Jr. and Kathy A. Fuller (collectively referred to herein as "Seller") and the CITY OF DENTON, TEXAS, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as `Buyer"). RECITALS WHEREAS, Seller owns those certain lands being more particularly described as Tract I on Exhibit "A" and Tract tl on Exhibit "B", attached hereto and made a pail hereof for all purposes, being located in Denton County, Texas (together the "Land"); and .WHEREAS, Seller desires to sell to City; and City desires to buy from Seller, the, Land, subject to the reservations made herein, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property). ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, Seller agrees-to sell and Convey to Buyer, and Buyer agrees to purchase from Seller, the Property. ARTICLE H PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller/for the Property is the sum of Two Hundred Eighty Five T housand Five.Hu ndred. Forty Five Dollars. and No/100 ($285;545,00) (the "Purchase Price". 2.02 Earnest Money. Buyer shall deposit the sum of Ten Thousand and No/100. . Dollars ($10,000.00), as Earnest Money (herein so called) with Silver Star Title, LLC dba . Sendera Title, 958 South Highway 377 South, Suite 100, Aubrey, TX 76227, (the "Title Company"), as escrow agent, upon execution. of this Contract by Seller and Buyer. All interest earned thereon shall become part of the Earnest Money and shall be applied or ..disposed of in the same manner as the original )3arnest.Money deposit, as provided in this . Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof; the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing.'. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company As.. provided in this Contract. 2,03 Independent Contract Consideration. Within fourteen (14) calendar days after the Effective Date; as defined below, Buyer shall deliver to Seller a check in the amount of One Hundred and No/100 Dollars 0100.00) :.(the "Independent Contract 'Considerat'ion"), which amount the parties hereby. acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the.: Contract. The Independent Contract Consideration is in addition to, and independent of. any other consideration or payment provided in this Contract, is"non-refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. ARTICLE III TITLE. AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective .Date, Seller, at Seller's sole cost and expense, shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title:. Commitment") for the Property," issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens,. mortgages, security interests; encumbrances, pledges; assignments, claims, charges, leases. (surface, . space, mineral, or otherwise)," conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts; rights of first refusal; restrictive covenants, exceptions, easements (temporary or permanent),, rights-of way, -encroachments.' or any other outstanding claims, interests; estates 'orequitiesof any nature (each of which are -referred to herein as an "Exception"). (b) Along with. the Title Commitment, Seller shall also cause to be delivered to "Buyer; At Seller's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions, including those described in the. Title Commitment as exceptions to. which the conveyance will be subject and/or which are required to be released or cured-at or.prior to Closing. 3.02 Survey. Within thirty.(30) calendar" days after the Effective. Date, Buyer shall cause to be. prepared at Buyer's expense; a current on the ground ALTA survey .of the 'Property (the "Survey"). The Survey shall.include but not be limited to, a depiction of . the location of al l roads, streets, easements- and rights of way, both on.and adjoining the Property, water courses, "100 year flood plain; fences and improvements and structures of Contract of Sale Page 2 of 19 any kind. The Survey shall further describe the size of the Property, in acres, and contain a metes and bounds description thereof Seller shall furnish or cause to be furnished. any affidavits, certificates, assurances, and/or resolutions or amended or revised survey(s) as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description°of the Property as set forth in the Survey, at the' Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description. set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of fifteen (15). calendar days: (the "Title Review Period') commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception documents, in which to give written. notice to Seiler, specifying.Buyer's objections to one or more of the items ("Objections'), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are .required to be released or otherwise satisfied.ator prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty (20) calendar days after : Seller is provided notice of Objectionseither satisfy the Objections at. Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails.or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, and if Buyer does not agree in. writing to an extension of that period, said extension to not exceed an. additional thirty (30) days, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and. only by, notice in writing to Seller prior to Closing, in which event those :Objections shall become Permitted . Exceptions (herein so called), or .(b) terminating this Contract by notice in writin&#ior to Closing and receiving back the Earnest Money, in which latterevent Seller and Buyer shall have no further. obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Seller's. sole cost and expense, shall cause a standard Texas Owner Policy of Title Insurance ("'T'itle Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title.Company, in the .amount of the Purchase Price .and insuring that Buyer has indefeasible fee. simple title to the Property, subject only to the Permitted Exceptions., The Title. Policy may. contain only the Permitted Exceptions and shall contain : no other exceptions tip' title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must N amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition Contract of Sale Page 3 of 19 amendment on the presentation of an acceptable survey and payment, to be borne solely by Seller, of any required additional premium); (b) no. exception will be permitted for "visible and apparent easements or words to that effect (although. reference may tie 'made to any specific easement or use shown on the Survey, if a Permitted Exception); ' . (c) no exception will be permitted for "rights of parties in possession"; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions; amendments and/or deletions, Buyer may.object to any Exception it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD AND IMPROVEMENTS 4.01 Review' Period. Any terra or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending thirty (30) calendar days thereafter (the "Absolute Review Period"), based on such tests, examinations, studies, .investigations.and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the'right to conduct engineering and/or market and economic feasibility studies of the Property, and to conduct a physical inspection' of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason,. for Buyer's intended use or purpose, the Buyer may terminate this.Contract by written notice to the Seiler, as soon as reasonably practicable,, but. in any event prior to. the expiration of the Absolute Review Period, in which case. the Earnest Money will be . returned to Buyer, and neither Buyer nor Seller shall have any, further duties or obligations hereunder. In. the event Buyer elects to terminate this Contract pursuant: to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non-confidential and non-privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE Y REPRESENTATIONS WARRANTIES COVENANTS AND AGREEMENTS 5.01 Representations and Warrantires of Seller. 'To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance! with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Contract of. Sale Page 4 of 19 Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to . the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a), (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's .obligations hereunder. (e) . The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any .action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical. condition of the Property that may. materially and adversely affect the Property and operation or intended operation thereof; or any portion thereof; of which Seller has knowledge. (g) The Seller has paid all real estate and personal, property taxes, assessments, excises, and levies that are presently due; .if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees. payable to any other party with respect to the transactions contemplated by this Contract: (i) With the exception of those findings in the Phase I Environmental Site Assessment prepared by W & M Environmental'.Group Inc. dated November 4, .2409 and the Limited Phase II Investigation prepared by W. & M Environmental Group, Inc. dated January 6, 2010, both. of which have been provided to Buyer and Seller, to the best of Seller's.knowledge, there has not occurred the disposal or release of any Hazardous Substance"on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all Contract of Sale Page 5 of 19 hazardous and toxic substances, waste or materials, and any pollutant or contaminant, including without limitation; PCB's, asbestos, asbestos-containing material, petroleum products and raw materials. that are included under or. regulated by any Environmental Law or that would or may. pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force. or . hereafter enacted relating to environmental quality, contamination, and clean-up of Hazardous. Substances, including without limitation, the Comprehensive .Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act; of 1986, the Resource Conservation and Recovery Act (42 U.S,C. 690 1, et. seq.), as amended, and state superlien and environmental clean-up statutes and all rules. and regulations presently or hereafter promulgated.. under or relatedto said statutes, as amended. 0) All Leases, as defined in Article V, Section 5.02(x), shall have expired or . otherwise terminated and any and all tenants shall have permanently abandoned. and vacated the Property on or before the date of Closing. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, prior to the Effective Date.hereof, or within ten (10) days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver :to Buyer, with respect to the Property,, true, correct, and complete copies of the following: (i) All lease agreements and/or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all. material terms thereof) relating to the possession of the Property, or any part thereof, including. any and all modifications, supplements, and amendments thereto (the 'Leases'. (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments thereto, with respect to the Property that Seller possesses -or has the right to receive. (b) From the Effective Date until.the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before Contract of Sale Page 6of19 the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property,. or create, or permit to exist, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless; to the extent permitted by law, from all loss, liability,: and expense, including, without limitation, reasonable . attorneys' fees, arising or incurred as a result of any liens or claims resulting from.. labor or materials furnished to the Property under any written or oral contracts. arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained.in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall. survive the Closing, and shall. not, in any circumstance,, be merged with the General Warranty Deed, as described in Article VII, Section 7:02(4).: ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perforn:t under this Contract unless, within the designated: time. periods, at Seller's sole. cost and expense (except as herein expressly provided to the contrary), all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to. Buyer all items. required to be so performed. or furnished under other sections of this Contract, and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article M. 6.02 Breach of Seller's Representations, Warranties,.Covenauts and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seiler contained in this Contract are true and correct or have been performed, as applicable; as of the. Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the. date. of"Closing, any portion of the Property has been condemned, or is the subject of condemnation, eminent domain, or other material proceeding, or the Property, or any part Contract of Sale Page 7 of 19 thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seiler pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer':s obligations tinder this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the. Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract.. Or, Buyer's: termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The S.el lei shall, on written request from Buyer,. promptly issue the. instructions, necessary to instruct. the Title'COmpany to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other, ARTICLE VII. ' CLOSING .7.01 Date and Place of Closing, The Closing (herein so called) shall take place in the offices of the Title Company,. and shall be accomplished through' an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes called), shall occur ten (10) days following the completion of all conditions precedent to. Buyer's performance of this Contract, as set forth in Article V1, .hereof; but no later than June 30, 2010, or as mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at "the Closing.. (a) Seller. At the Closing, Seller shall:deliver or cause to be delivered to -Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The General Warranty' Deed; substantially in the form as attached hereto as Exhibit "C", subject only to the Permitted °Exceptions,"i.f any, drily executed by Seller and acknowledged; (iii) Other items reasonably requested by the Title: Company as administrative requirements for consummating the Closing. Contract of Sale Page 8 of 19 (b) Buyer. At the Closing, Boyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01; less the Earnest Money and interest earned thereon, in the form of certified or cashier's check or other immediately available funds;. (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 1.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: (a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. If Seller changes or has changed in the past the use of the Property' prior to Closing, resulting in the assessment of additional taxes, Seller will pay the additional taxes. 7.04 Possession at Closing.. Possession of the Property shall be delivered to Buyer at Closing: .7.05 Costs of Closing. Each party is responsible for paying. the legal fees of its, counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees,- costs and expenses identified herein. as being the responsibility of Seller. Buyer is responsible for paying fees, costs, expenses identified herein as being the responsibility of Buyer. If the responsibility for such.costs or expenses associated with closing the transaction contemplated by this Contract are not • identified herein, such costs or expenses shall be allocated between the parties in. the customary manner for closings of real property similar to the Property in Denton County,. Texas ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default tinder this.Contract on the occurrence of any one or more of the following events: . Contract of Sale page 9 of 19 (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement,' condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver. at Closing, the items specified in Article VII;,. Section 7.02(x) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. . (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Setter-in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute.and deliver. any documents necessary to cause the Title Company to return to Buyer the Earnest Money; or (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment. 8.02 Buyer's Default and Seller's Remedies. '(a) Buyer's.Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII; Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for the default, may terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money. ARTICLE IX NUSCELLANEOUS 9.01 Notice. All notices, demands, ' requests, and other communications required hereunder shall be in writing, and shall be deemed to be delivered, upon the earlier. to Contract of Sale 'Page 10 of 19 occur of (a) the date provided if provided by telephonic facsimile, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: BUYER: Odis Fuller, Jr. City of Denton 433 Pine Hills Drive Paul Williamson Frisco, TX 75234-1042 Real Estate and Capital Support 901-A Texas Street Telecopy: Denton, Texas 76209 Telecopy: (940) 349-895.1 Copies to: For Seller: For Buyer: Richard Casner, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: Telecopy: (940) 382-7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. This Contract is performable in, and the exclusive venue for any action brought with respect hereto, shall lie in Denton County, Texas. .9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or. supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to. the public. 9.05 Risk of Loss. If any damage or destruction to any improvement located on the Land shall occur prior to Closing, or if any condemnation or any eminent domain proceedings. are threatened or initiated that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following. (a) Terminate this Contract -and withdraw from this 'transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately Contract of Sale Page 11 of 19 returned to Buyer; or (b) Consummate' this.Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, any insurance proceeds, together with the deductible amount under Seller's policy or policies; and (ii) in the case of eminent- domain, proceeds paid for the Property related to the eminent domain proceedings.. If Buyer makes this election, the Closing shall be held on the tenth (10) calendar day.after election is made to close and receive the proceeds described herein. Buyer shall have a period often (10) days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in'which to make Buyer's election. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed; executed and/or delivered by Seller and Buyer, Seller and. Buyer agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing; any further deeds,. acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract, the provisions of this Article IX,.Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are. incorporated in and made a part. of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract are hereby, delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to the Director of Water Utilities of Buyer, or his designee. 9.10 Expiration of Offer. The execution of this Contract by Seller constitutes, subject to the terms hereof, an irrevocable offer to sell the Property to Buyer.. Unless by 5:00 p.m., on June 18, 2010, this Contract is accepted by Buyer by action of the City Council •of Buyer, the offer of this Contract shall be automatically revoked and terminated. SELLER: ,By: ODIS FULLER, JR. Contract of.Sale Page 12 of 19 SELLER: By: - - KATHY A. FULLER Executed by Seller on the ~ day of 2010. BUYER. By: GEORGE C. CAMPBELL, CITY MANAGER. Executed by Buyer on the day of 2010. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY . BY: Contract of Sale Page 13 of 19 RECEIPT OF AGREEMENT BY TITLE COMPANY By its.execution below, Title `.Company acicnowkdges receipt of (1) an executed' copy of this Contract Title Company agrees to comply with, and. be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenuer Code of 1986, as .amended.-from time to time, and as further : set forth in any regulations or forms promulgated thereunder.. TITLE COMPANY: Silver Star Title, LLC dba Senders Title 958 Highway 377 South, Suite 100 Aubrey, Texas 76227 By: Printed Name: Title: Contract receipt date: 1120.10 Contract of Sale Page 14 of 19 EXHIBIT "A" , to Contract of Sale Legal Description TRACT ONE ,All that certain 0.377 acre :tract, or parcel of lard situated i.n.the City of Denton Denton-County, Texas;; said tract being tho same tract, as. Shawn by deed to Janes E. liargadon recorded in Volume 659,-Page 421,- of the Deed Recor6,s.of Denton. County., Texas, and being part of 1.ot:1, Block 1a, of the Blount Add'ition'to the City. of Denton, Texas, .a's shown by the plat recorded in the' Plat Aecoxds of Denton County, Texa-s, ,and being aore partiCU19rly describod as follows • BEGTWNG.for the Northeast co.xner of the.-herein described tract at the Northeast corner of said Lot 1,. Black A, Blount Addition, ,an "X•, cut in concrete; TIIENCE. South ;bo° 141 2011 East a distance of lH.0 Leet •to the Southeast turner of said'Lot 1, an iron in'found; THENCE SoutV,890 17 t 'West with `the South line of said lot. a distance of 164, 2 feet to an 11XII found, in a conermte lined drainage cha l•, tieing the Southeast 'corner of the Community Natural Ges Company Tract; .THENCE North with the East line of said Gas Company Tract, 100: .feet to a'point for corner in the North line of said Lot 1; 'FAIENCE North 89° 16" 3011 Bast 163. 9. feet to the Point of Beginning. Contract of Sale Page 15 of 19 EXHIBIT 6B" to Contract of Sale Legal Description TRACT TWO,, All that certain 0.040 acre tract, or parcel of land situated i.n: the 1f: Lov ng Survey, A-159, Denton County, Texas,.: said. tvact being. part. of 'a trnt'shown by deed to James V. ttargadnn. and recorded in Volume 050, pago'423, of tho Dood Roc€rrds of Dontan County, Texas, jind being more articularly doscribed as -oflows: GINNIK for the Northeast corner of tho trot b etng dascribcd . herein a ' t.an'iron pin fcunJ at the Northeast corner of said Hargaden tract.,., ' HENCO South 69.5 feet to an Iron pin fc4nd at the Southeast ccr~ aT of said tlargedon tract; THENCE- Soutil $9' 171 West with tba North edge 4t' a 'concrete wall 31.0 feet to an "X'I cut in concrete; nIENCE North 69.5 feet to an iron pin ,set to the ground on the North line of said 1largadon's tract; ,TEMKU North 89" 161 39" East 3I. D .feet. to Point of Beginning. Contract of Sate Page 16 of 19 EXHIBIT "C" to Contract of Sale NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT . BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. GENERAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS That Odis Fuller, Jr. and Kathy. A. Fuller, (collectively herein called "Grantor"), for`and.in.consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON; TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 75201, the receipt -and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly: described on Exhibit "A", attached hereto and: made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights . of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). This conveyance is subject to the following: [Insert Permitted Exceptions; if any] Contract of Sale Page 17 of 19 TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever, and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any, part thereof. EXECUTED the day of , 2010. By: ODiS FULLER, JR. By: KATHY A. FULLER THE STATE OF § COUNTY OF § This instrument was acknowledged before me on 2010 by Odis Fuller, Jr.. Notary Public, State of Texas My commission expires: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on 2010 by Kathy A. Fuller: Notary Public, State of Texas My commission expires. Contract of Sale Page 18 of 19 Exhibit "A" To General Warranty Deed Legal Description TRACT ONE All that certain 0.377 acre tract, or parcel.o£ land.situated in the. City of Denton, Dent-on-County, Texas; said tract being the same tract as shorn by dead to James B. ilargadon recorded in Volume 659, ,page 421,,of`the. Deed Records. of Denton County, "Texas, and being part of Lot 1, Block D, of the Mount Addition 'to the City of Denton, Texas, a's shaven by the plat recorded in the-Plat Records of Menton County,; Texa-s: and being more particularly described as folloiwsr RECINNING for the Northeast corner af.the.-herein described tract at the Northeast corner of said Lot 1, Block A:, Blount Addition, an' toxtt cut in concrete, 77IBNCE South .0° 101 2011 East a distance of 10.9.0 feet .to the Southeast corner af'said'Lot 1., an iron pin found; ';ONCE Soutfi.,,899 171 West with the South fine of said lot a distance of 164,2 feet to an "X" found.in a concrete lined drainage chann,al', being the Southeast corner 'of the Community Natural . Gas Co,mpany Tract; THENCE North with the East line of said Gas Company Tract, 10.0»0 .feet to &'point for corner in the forth line of ssiid Lot I'* THENCE North 89° 16' 30" East 163.9 feet to the Point.o.f Beginning.. TRACT TWO, amM %E 14, All that certain 11.049 scxe tract, or parcel, of land situated in the W L6ving Survey, A-739, D.cnton County, Texas, said tract being part of 'a tract `shown by deed to James E. tlargadbn and recorded in Volume 050, paga '423., of tho Dood Records 'of Nntou County, Texas, aAid being mo.ra particularly described as fol:lowsa . BEGINNING foot the Northeast corner of the tract being described' herein at an'iron pin found at the Northeast corner of said ttargadon.. tract; TMENC2 South 69.3. feet to an iron. pin found at the Southeast corner of seld Hargadon tract; THENCE South 89° 17' }Pest w1th the North. edge of a concrete well 31,0 teot to an "X" cut In concrete; THENCE North 6q.5 feet to an iro#r pin.set in. the. ground on the xortlj line of said liargidon's tract; f► TE€cmc North 891 166 3011 East 3110 feet to Point of Rogittning. Contract of Safe Page 19 of 19 vw - - MAPLE STREET ~5 S„ Now. t P[k 5 s-.i! 7 W H . = Drainage Improvement jo, Route - Phase Y a~ ws. 4 U PS t`.y9 At2 404" t~ FylYSk s'SNCk W 1 o ~V i ac.-. ~ r E ;oSt~aV) U 4 n I 1 ~r c4~i F f ,s' ~r# A44+:.~ ~4 - iAFF~~n~N°,YA ~fil^k[fi4 dC y ~i 1+ l~. ~ k1 At Mw. EAGLE DRIVE ie Eagle Drive Drainage Phase Fuller Real Estate Purchase tracts N Wz6iE City of Denton, Texas June 2010 , VS This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Drainage ACM: Howard Martin, Utilities 349-8232 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Release and Settlement Agreement and a Temporary Lease Agreement between the City of Denton and Denton Bible Church regarding two acquisition tracts, one being approximately 0377 acre of land, the other being approximately 0.049 acre of land, both located in the William Loving Survey, Abstract Number 759, City and County of Denton, Texas; authorizing the expenditure of funds therefore; and providing an effective date. The Public Utility Board will consider this item on June 14, 2010. BACKGROUND As a related matter to the current fee purchase initiative from Mr. and Mrs. Fuller, in respect to the subject land tracts, Denton Bible Church presently enjoys a leasehold estate in those tracts. In order to terminate the leasehold estate and reconcile the disposition of that tenant, City staff, along with the contracted support services of Land Insight, Inc, Kathy Cunningham, President, have engaged the property owners, Mr. and Mrs. Fuller, along with their tenant, Denton Bible Church (Vision & SWEAT Team Ministries) in pursuit of equitable terms in regard to land purchase and termination of the leasehold estate. Denton Bible Church has informed staff that they desire to enter into the contemplated Temporary Lease of the proposed fee purchase tract, so that they may be given some time to facilitate an alternative site for their operations, as well as the coordination of the removal of their personal property and trade fixtures from the premises. It is anticipated that formal closing and funding of the release and settlement transaction will happen concurrently with the closing and funding of the Fuller fee purchase transaction, expected occur in early July 2010. OPTIONS 1. Approve the proposed Ordinance. 2. Not approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Public Utilities Board - November 9, 2009: Project consideration for public necessity finding and land rights acquisition authorization. City Council - November 17, 2009: Project consideration for public necessity finding and land rights acquisition authorization. (Ordinance 2009-289). The Public Utility Board will consider this item on June 14, 2010. FISCAL INFORMATION Project is being funded with a combination of Revenue and General Obligation bonds. Settlement amount of $38,849.00 BID INFORMATION The Eagle Drive Drainage project will be bid February 2010. Construction for the project is estimated to begin shortly thereafter. EXHIBITS 1. Draft ordinance 2. Location Map 3. PUB Minutes will be provided during meeting Respectfully submitted, VVV f Frank G. Payne, P.E. City Engineer Prepared by, i ) Paul Williamson, Real Estate Manager SALegahOur Documentsl0rdinances1101DBC Buyout-Fuller -draft ordinance PHW.doc ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A RELEASE AND SETTLEMENT AGREEMENT AND A TEMPORARY LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON BIBLE CHURCH REGARDING TWO ACQUISITION TRACTS, ONE BEING APPROXIMATELY 0.377 ACRE OF LAND, THE OTHER BEING APPROXIMATELY 0.049 ACRE OF LAND, BOTH LOCATED IN THE WILLIAM LOVING SURVEY, ABSTRACT NUMBER 759, CITY AND COUNTY OF DENTON, TEXAS (THE "PROPERTY"); AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on this date the City Council has approved a Contract of Sale (herein so called) between the City of Denton (the "City") and Odis J. Fuller, Jr. and wife, Kathy A. Fuller for the acquisition of the Property; and WHEREAS, Denton Bible Church presently enjoys a leasehold estate in the Property; WHEREAS, the City and Denton Bible Church have agreed to settle and compromise any claim that Denton Bible Church may have in the Property, such settlement and compromise including, without limitation, the agreement by the City to short term lease the Property, after the City's purchase thereof, to Denton Bible Church,; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a Release and Settlement Agreement between the City of Denton and Denton Bible Church, in the form attached hereto and made a part hereof as Exhibit "A", with a settlement amount of $38,849.00, as more particularly described in the referenced attachment therein. SECTION 2. The City Manager or his designee is hereby authorized to execute, upon closing of the Contract of Sale and the City's purchase of the Property, a Temporary Lease Agreement between the City and Denton Bible Church, substantially in the form as attached hereto and made. a part hereof as Exhibit "B." SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR Page 1 SALegal\0ur Documentsl0rdinances1101DBC Buyout-Fuller -draft ordinance PHW.doc ATTESTED: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Page 2 OrdinanceAt~ttachment RELEASE AND SETTLEMENT AGREEMENT This Release and Settlement Agreement (the "Agreement") is executed this _ day of 2010, by and between Denton Bible Church, a Texas corporation ("Lessee's and the City of Denton, Texas, a Texas home rule municipal corporation ("City'D. RECITALS WHEREAS, Odis Fuller, Jr. is the owner of those certain tracts of land conveyed to him from James E. Hargadon, said conveyance being further evidenced by warranty deed filed in. Volume 1095, Page 13 of the Deed Records of Denton County, Texas (hereinafter referred to as the "Lease Tract! and WHEREAS, Lessee presently enjoys a leasehold estate in the Lease Tract; and WHEREAS, the City intends to acquire fee simple ownership interest in the Lease Tract from Odis Fuller, Jr. for the purposes of the Eagle Drive Drainage Improvement Project; and WHEREAS, it is in the interests of the parties hereto to set out the terms to effectuate a termination of the leasehold estate in respect to the Lease Tract; NOW THEREFORE: AGREEMENT For and in consideration of the sum of Thirty Eight Thousand Eight Hundred and Forty Nine and no/100 Dollars ($38,849.00) (the "Settlement Amount"), payable to Lessee upon closing of the purchase of Lease Tract by the City ("Closing") and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Lessee and City, the parties hereby agree as follows: 1. Upon Closing, Lessee's leasehold estate in respect to the Lease Tract shall be terminated, and any and all of Lessee's rights in the Lease Tract shall be deemed to be'.released and terminated for all purposes and intents without any further action by City or Lessee. Upon Closing and termination of all of Lessee's interest in leasehold estate in the Lease Tract as provided herein, Lessee shall be offered a temporary lease of the Lease Tract upon the terms and conditions as set forth in the Temporary Lease (herein so called), as attached hereto as Exhibit "A", to accommodate the Lessee's efforts in securing alternative location(s) for their operations and to carry out the physical relocation of any trade fixtures or personal property claimed by Lessee. Consideration for the Temporary Lease is a component of the Settlement Amount stipulated herein. In the event Lessee shall not execute the Temporary Lease on or before 5:00 p.m., three (3)'calendar days after Closing (the "Refusal Date") it shall be deemed for all purposes that Lessee has rejected such offer and shall have removed all trade fixtures and personal property from the Lease Tract as of such date. Failure of Lessee to accept City's offer of the Temporary Lease shall not affect, in any way, manner or time, the adequacy of the .consideration of this Agreement, to which Lessee stipulates sufficient. 2. Lessee covenants and agrees that Lessee will completely vacate the premises on or before expiration of the term of the Temporary Lease or termination of the Temporary Lease, whichever is the earlier to occur, (the "Vacation Date'. Any and all personal property, trade fixtures or other property of Lessee shall be removed by Lessee on or before the Vacation Date and Lessee shall execute and deliver to City a stipulation on or prior to the Vacation Date. (i) stipulating that all such property of Lessee has been removed from the Lease Tract; and (ii) waiving any and all rights Lessee may have to such property and the Lease Tract. Any property remaining on the Lease Tract, if any, shall be treated as provided in the Temporary Lease. Fuller/Denwa Bible Church Scalemm Agreement Page 2 of 8 3. Lessee does hereto enter into this Settlement Agreement and does hereby irrevocably and unconditionally release, acquit and forever discharge the City, its respective predecessors, successors, assigns, owners, City Council, partners, members, managers, employees, directors, legal representatives,. insurers, .independent contractors, agents and attorneys (collectively, the "Releasees"), of and from any and all liability, claims, demands, damages, attorneys' fees, costs, liens, whether statutorily. provided or otherwise, expenses, -services, actions, causes of action, or suits in equity, for whatsoever kind of nature, whether heretofore or hereafter accruing, which Lessee now has or may hereafter have, whether known or unknown, contingent or otherwise, for or because of any matter or thing done, admitted or suffered as a result of or related to the City's purchase of the Lease Tract and/or termination of the leasehold estate of Lessee in the leasehold estate of the Lease Tract (such activities and events collectively referred to herein as the "Purchase"). 4. This Settlement Agreement includes any transaction, occurrence, matter or thing whatsoever, whether known or unknown, arising or occurring due or related to the Purchase, including, but not limited to, all claims, demands, causes of actions of any nature, whether in contract or in tort, or arising out of, under or by virtue of any statute or regulation, that are recognized by law or that may be created or recognized in the future by any manner, including, without limitation, by statute, regulation,. or judicial decision, for past, present and future damage or loss, or remedies of any kind that are now recognized by law or that may be.created or recognized in the future by any manner, and including but not limited to the following: all damages of any kind to real property, actual damages, exemplary and punitive damages, penalties of any kind or statutory damages. Lessee hereby declares that it fully understands the terms of this Settlement Agreement and voluntarily accepts the above stated consideration for the FuRa/Denton Bible Church Settlement Agreement Page 3 of 8 purposes of making full and final settlement of any and all the injuries, damages, expenses, and inconveniences above mentioned. 5. This Settlement Agreement may be plead as a full and complete defense to any action, suit, or other proceeding which may be instituted, prosecuted or attempted for, upon, or in respect of any of the claims released hereby. Lessee agrees that any such proceeding would. cause irreparable injury to the party against whom it is brought and that any court of competent jurisdiction may enter an injunction restraining prosecution thereof. 6. Lessee agrees that the damages suffered by the Releasees or other entities protected by this Settlement Agreement by reason of any breach by Lessee of any provision of this Settlement Agreement shall include not only the amount of any judgment that may be rendered against said Releasees, or any of them, by reason of a breach of this Settlement Agreement, but shall also include all damages suffered by Releasees, including the cost of attorneys' fees and other costs and expenses of instituting, preparing, prosecuting, or defending any action or suit resulting from a breach of this Settlement Agreement, whether taxable or otherwise, and the costs to Releasees of attorneys' fees, and all other costs and expenses of instituting, preparing, or prosecuting any. counterclaim, suit, motion, or action to recover damages resulting from the breach of this Settlement Agreement, whether taxable or otherwise. 7. Lessee hereby represents and warrants that it; and it alone, owns the claimed rights, interests, demands, actions, or causes of action, obligations, or any other matter covered by this Settlement Agreement (the "Claimed Rights"), and that it has not transferred, conveyed, pledged, assigned or made any other disposition of the Claimed Rights. 8. Lessee represents and warrants that it (i) has corporate power to execute, deliver and perform under this Agreement; (ii) has taken all corporate action necessary to authorize the Fuller/Denton Bible Church Settlement Agreement page 4 of 8 execution, delivery and performance of this Agreement; and (iii) that the person executing this Agreement for and on behalf of Lessee has been authorized to bind Lessee to all terms and provisions of this Agreement.. 9. This Agreement shall be binding upon and inure to the benefit of Lessee and City, and their respective successors and assigns.' It is expressly agreed and understood that the Temporary Lease may not be assigned nor may any of the Lease Tract be subleased by Lessee. 10. This Agreement and its validity, enforcement and interpretation shall be governed by the laws of the State of Texas and applicable United States federal law. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS, AND THE SOLE AND EXCLUSIVE VENUE RELATED TO ANY ACTION HEREUNDER OR RELATED HERETO SHALL LIE EXCLUSIVELY WITHIN THE COURTS OF COMPETENT JURISDICTION LOCATED IN DENTON COUNTY, TEXAS. 1.1. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not apply to or affect any other provision hereof, and this Agreement shall be construed as if such invalidity, illegality or unenforceability did not exist.. 4 .12. This Settlement Agreement, including the exhibits hereto, states the entire agreement of the parties with respect to the matters discussed herein, and supersedes all prior or contemporaneous oral or written understandings, agreements, statements or promises. 13. This Settlement Agreement shall be. null and void if Closing shall not have occurred on or before August 31, 2010. If this Settlement Agreement does not become effective for any reason, it shall be deemed negotiations for settlement purposes only and will not be admissible in evidence or usable for any purposes whatsoever. Fullerffiw m Bible Church Senlemem Agreement Page 5 of 8 14. This Settlement Agreement has been and shall be construed to have been .drafted by all the parties to it so that the rule of construing ambiguities against the drafter shall have no force or effect. 15. Lessee represents and warrants to Releasees that this Settlement Agreement, . including the foregoing release, has been carefully read and Lessee understands the contents thereof and has signed the same as its own free act and has not been influenced in making this settlement by any representative of a party or parties released. 16. Lessee has consulted with whatever consultants, attorneys or other advisors it deems appropriate concerning the effect of this Settlement Agreement and Lessee assumes the risk arising from not seeking further or additional consultation with such advisors. Each party to this Settlement Agreement acknowledges and agrees that they have obtained legal representation and advice as they have deemed appropriate in entering into this Settlement Agreement. 17. Lessee assumes the risk of any mistake of fact or law with regard to any aspect of. this Settlement Agreement, the dispute described herein, or any asserted rights released by this Settlement Agreement. 18. Lessee, by entering' into this Settlement Agreement, acknowledges that this settlement is a compromise of a disputed claim as to the liability of the Releasees for the Lessee's injuries and damages, if any, and the consideration made herein. is not to be construed as an admission of liability on the part of the Releasees. It is understood that the existence of any liability has been, and continues to be, expressly, denied by the Releasees. 19. It is further understood that the provisions of this Settlement Agreement are contractual and not mere recitals. Fuller/Denton Bible Church Settlement Agreement Page 6 of 8 EXECUTED this day of , 2010. CITY OF DENTON BY: GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY. BY: ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before rime on , 2010, by George C. Campbell, City Manager of the City of Denton, on behalf of the City of Denton. Notary Public, State of Texas Commission Expires: Fulledbentm Bible Church Settlement Agreement Page 7 of 8 LESSEE: LESSEE: Denton Bible Church Denton Bible Church By: By: Jack Manes, Chairman V.C. Adams, 11, Secretary ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2010, by Jack Manes, Chairman of Denton Bible Church, on behalf of said corporation. Notary Public, State of Texas Commission Expires: STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on 2010, by V.C. Adams, Secretary, of Denton Bible Church, on behalf of said corporation. Notary Public, State of Texas Commission Expires: FullerMe=n Bible Church settlement AgrecmoU PW & of 8 Exhibit "A" to Release and Settlement Agreement Temporary Lease Basic Terms' Effective Date: July 1, 2010. Landlord: City of Denton, Texas Landlord's Address: 215 E. McKinney, Denton, Texas 76201 Tenant: Denton Bible Church Tenant's Address: 2300 East University Drive, Denton, Texas 7,6209 Premises - As described on Exhibit "A", attached hereto. Term.: Sixty (60) Calendar Days Commencement Date: The Effective Date Termination Date: Sixty (60) calendar days after the Effective Date, or upon surrender of.the Premises by Tenant to Landlord, whichever is the earlier to occur. Rent: The-consideration for this Lease is the execution and delivery to Landlord of a Release and Settlement Agreement dated 2010, by and between the Tenant . and Landlord (the "Settlement Agreement"), releasing any rights of Tenant to the Premises, and other matters related to the Premises and the relationship between the Landlord and :Tenant;, as described therein. , Permitted Use: Operation as an office and warehouse, and no other use. Tenant's Insurance: As required by Insurance.Addendum, attached hereto as Exhibit "B".. Landlord's Insurance: None Tenant's Rebuilding Obligations: If the- Premises are damaged by Are or other elements,. this Lease shall terminate, unless Landlord shall elect to. restore the Premises, in accordance wit i "Clauses and Covenants", Section EA. Definitions "Injury" means (a) damage, harm to. or impairment or loss of property or its use,. including without limitation, personal property, real property and/or natural resources, and (b) harm to or death of a person. "Landlord" means Landlord and its elected officials, agents, employees, invitees, licensees, or visitors. "Tenant" means Tenant and its agents, contractors, employees, invitees, licensees, or visitors. . "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos-containing material, petroleum products and raw materials that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean-up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1984 (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. 6901, et seq.), as amended by the Hazardous and Solid Waste Amendments of 1984, and state superlien and environmental clean- up statutes and all rules and regulations presently or hereafter promulgated under said statutes as amended. Clauses and Covenants A. Tenant agrees to: 1. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the Premises by Tenant to Landlord prior to the Termination Date. 2. ACCEPT THE PREMISES IN THEIR PRESENT CONDITION "AS IS, "WHERE IS" AND. "WITH ALL FAULTS". TENANT STIPULATES THAT IT HAS THOROUGHLY 'INSPECTED THE PREMISES AND FINDS THAT THE PREMISES IS CURRENTLY SUITABLE FOR THE PERMITTED USE. LANDLORD MAKES NO REPRESENTATION, COVENANTS OR WARRANTIES, EXPRESSED, IMPLIED OR OF. ANY . KIND OR NATURE CONCERNING OR WITH RESPECT TO THE PREMISES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,. QUALITY, HABITABILITY, SUITABILITY,,OR FITNESS FOR PARTICULAR PURPOSE OF USE. TENANT STIPULATES TO LANDLORD -THAT IT HAS PREVIOUSLY OCCUPIED THE PREMISES AND IS AWARE OF THE CONDITION OF THE PROPERTY.. TENANT REPRESENTS AND WARRANTS TO LANDLORD THAT THERE ARE NO HAZARDOUS SUBSTANCES CONTAINED OR STORED IN OR ON THE PREMISES. 3. Obey (a) all applicable laws relating to the use, condition, and occupancy of the Premises, and (b) any requirements imposed by utility companies serving or insurance companies covering the Premises. Denton Bible Church Page 2 of 11 4. Obtain and pay for all utility services used by Tenant. 5.. Pay all costs related to the utilities, of any kind or nature, related to the Premises. 6. Allow Landlord to enter the Premises to perform Landlord's obligations, if any, and inspect the Premises. 7. Maintain the Premises in a good state of condition, normal wear and tear . .excepted. Notwithstanding the obligation to maintain the Premises, if so desired by Teinant, Tenant shall repair and replace any and all parts of the Premises, in its entirety. In the event Tenant does not desire to repair or replace the Premises, it shall be under no obligation to do so. but shall immediately surrender the Premises to .Landlord upon such election. Tenant hereby expressly stipulates that Landlord is not obligated to repair, replace, or maintain, any part or parcel of the Premises, including without 'limitation, the roof, HVAC systems, the walls, foundation, windows, and doors. 8. Vacate, in its entirety, the Premises on or before the last day' of the Term. Tenant shall remove all personal property, trade fixtures and any other property owned by it from the Premises on or before the Termination Date or earlier termination of this Temporary Lease, whichever is earlier to occur, and shall execute a written stipulation and acknowledgement on such date (i) expressly stipulating that all such property of Tenant has been removed from the Premises; and (ii) waiving any and all rights the Tenant may have to the Premises and such property. 9. INDEMNIFY, DEFEND, AND HOLD LANDLORD HARMLESS FROM ANY DAMAGE OR INJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS,. LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEY'S FEES AND OTHER FEES AND COURT AND OTHER COSTS) CAUSED BY OR RELATED TO -TENANT'S OCCUPANCY OF THE PREMISES, TENANT'S DEFAULT UNDER THIS LEASE AND/OR OTHERWISE OCCURRING IN OR RELATED TO ANY PORTION OF THE PREMISES. THE INDEMNITY CONTAINED IN THIS PARAGRAPH (A) IS INDEPENDENT OF TENANT'S INSURANCE, (B) WILL NOT BE LIMITED BY COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE WORKERS' COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT ACTS, (C) WILL SURVIVE THE END OF THE TERM, AND (D) WILL APPLY EVEN IF AN INJURY OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, OF ANY KIND, TYPE OR DEGREE, OR STRICT LIABILITY OF LANDLORD, BUT WILL NOT APPLY TO THE EXTENT AN INJURY IS CAUSED BY THE WILLFUL MISCONDUCT OF LANDLORD, 10. During the term of this Lease, Tenant will not locate, store or dispose in or on, or release or discharge from (including groundwater contamination) the Premises, any Hazardous. Substances. 11. Tenant shall, at no cost or expense to Landlord, take all actions necessary to. Denton Bible Church Page 3 of 11 comply with all Environmental Laws affecting the Premises as a result of Tenant's use of the Premises, and without limiting the general indemnity of "Clauses and Covenants", Section. A. 9.,Tenant shall indemnify Landlord from and against any and all costs, claims, expenses, damages, liens, losses and judgments arising out of the release or discharge of Hazardous Substances by Tenant or Tenant's failure to comply with the Environmental Laws. B. Tenant agrees not to: 1. Use the Premises for any purpose other than the Permitted Use. 2. Create a nuisance. 3. Permit any waste. 4. Use the Premises in any way that would increase insurance premiums or void insurance on the Premises. S. Change lock system of the Premises. 6. Alter the Premises. 7. Allow a lien to be placed on the Premises. 8. Assign this Lease or sublease any portion of the Premises. C. Landlord agrees to: 1. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the Premises by Tenant to Landlord,prior to the Termination Date. D. Landlord agrees not to: 1. Interfere with Tenant's possession of the Premises as long as Tenant is not in default. E. Landlord and Tenant agree to the following: 1. Alterations. Any physical additions or improvements to the Premises made by Tenant must be consented to by Landlord, in its sole and absolute discretion. If such consent is. obtained, said additions or improvements will become the property of Landlord. Notwithstanding such ownership, Landlord may require that Tenant, on or before the Termination Date, and at Tenant's expense, remove any physical additions and improvements, repair any alterations, and restore the Premises to the condition existing at the Commencement - Date. Denton Bible Church Page 4 of 11 2. Insurance. Tenant will maintain the insurance coverages described in the attached insurance Addendum. 3. Release of Claims/Subrogation. TENANT RELEASES LANDLORD FROM ALL CLAIMS OR LIABILITIES FOR DAMAGE TO THE PREMISES, .DAMAGE TO OR LOSS OF PERSONAL PROPERTY WITHIN THE PREMISES, AND LOSS OF BUSINESS OR REVENUES INCIDENT TO, ARISING FROM OR RELATED TO TENANT'S OCCUPATION OF THE PREMISES. THE RELEASE IN THIS PARAGRAPH WILL APPLY EVEN IF THE DAMAGE OR LOSS IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, OF ANY KIND, TYPE OR DEGREE, OR STRICT LIABILITY OF THE LANDLORD BUT WILL NOT APPLY TO THE EXTENT THE DAMAGE OR LOSS IS CAUSED BY THE WILLFUL MISCONDUCT, OF THE LANDLORD. 4. CasualtylTotal or Partial Destruction. If the Premises are damaged by casualty, Landlord has the option, but no duty of any kind or nature, to restore the Premises. If Landlord chooses not to restore, this Lease will terminate without liability of any kind to Landlord. 5. Condemnation/Substantial or Partial Taking a. If the Premises cannot be used for the purposes contemplated by this Lease because of condemnation or purchase in lieu of condemnation, this Lease will terminate. b. Tenant will have no claim to the condemnation award or proceeds in lieu of condemnation. 6. Default by LandlordlEvents. Defaults by Landlord are failing to comply with any provision of this Lease within thirty (30) calendar days after written notice. 7. Default by Landdordl ;want's Remedies. Tenant's remedies for Landlord's default are solely to either (i) enforce the terms of this Lease by specific performance; or (ii) terminate this Lease. THE REMEDIES OF TENANT AS SET FORTH HEREIN ARE SOLE AND EXCLUSIVE AND TENANT. WAIVES ANY OTHER RIGHT OR REMEDY THAT MIGHT BE AVAILABLE. S. Default by Tenant/Events. Defaults by Tenant are (a) Tenant abandoning or vacating a substantial portion of the Premises without surrendering the Premises to Landlord; (b) Tenant failing to comply, within five (5) calendar days after written notice, with any provision of this Lease other than the. default set forth in (a) above; (c) Tenant shall become insolvent; or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors; (d) a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant; (e) Tenant shall file a voluntary petition in bankruptcy or admit in writing that it is unable to pay its . debts as they become due; (f) Tenant shall apply for or consent to the appointment of a receiver, trustee, custodian, intervener or liquidator of itself or of all or substantial part of its assets; (g) Tenant shall file an answer admitting the material allegations of, or consent to, or default.in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; Denton Bible Church Page 5of11 and (h) any of Tenant's representations or warranties contained in this Lease are untrue at any time during the Term. .9. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to (a) enter and take possession of the Premises, after which Landlord may relet the Premises. on behalf of Tenant and receive the rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perform Tenant's obligations; and (c) terminate this Lease by written notice and sue for damages. Landlord may enter and take possession of the Premises pursuant to the exercise of any right or remedy, without prejudice to any other right or remedy, available to it by law; contract, equity or otherwise. 10. DefauldlWaiverlMltigation. It is not a waiver of default if the non=defaulting party fails to declare immediately a default or delays in taking any action. Except as to the sole and exclusive remedies of Tenant, pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or provided by applicable law. Landlord and Tenant have a duty to mitigate damages. 11. Holdover. If Tenant does not vacate the Premises following termination of this Lease, Tenant will become a tenant at sufferance. No holding over by Tenant, whether with or without the consent of Landlord, will extend the Term. Tenant stipulates that its possession of the Premises after the expiration of the Term, as a tenant of sufferance, will cause damage to Landlord in excess of fair market value of . rent resulting, in part, due to delays to Landlord construction projects. 12. Lease of Commercial Rental Property. Tenant represents and warrants that the Premises is commercial rental property, as defined in Chapter 93 of the Texas Property Code. 13. Attorney's Fees. If either party retains an attorney to enforce this Lease, the party prevailing in litigation is entitled to recover reasonable attorney's fees and other fees and court and other costs. 14. Venue. EXCLUSIVE VENUE IS IN DENTON COUNTY, TEXAS, THE COUN'T'Y IN WHICH THE PREMISES ARE LOCATED. 15. Entire Agreement. This Lease, together with the attached exhibits and riders,.and . the terms of that certain Settlement Agreement and Compromise Grant, elated _ , 2010, constitutes the entire agreement of the parties, and there are no oral representations, warranties, agreements; or promises pertaining to this Lease or occupation of the Premises as contained herein and in the Settlement Agreement. 16. Amendment of Lease. This Lease may be amended only by an instrument in writing, duly authorized and signed by Landlord and Tenant. 17. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, SUITABILITY, HABITABILITY, FITNESS FOR A Denton Bible Church Page 6 of 11 PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING. OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE 'EXPRESSLY STATED IN THIS LEASE. 18. Notices. Any notice given by one party to the other in connection with this Lease shall be in writing and shall be sent by certified snail, return receipt requested, with postage fees prepaid,` or via facsimile as follows: A. If to Landlord, addressed to: City Manager 215 E. McKinney Denton, Texas 76201: Fax No. 940.349.8596 ` . w/copy to: Paul Williamson Real Estate Manager 901 A Texas Street Denton, Texas 76209 Fax No. 940.349.8951 B. If to Tenant, addressed to: Denton Bible Church Attn: Jerry Falbo 2300 East University Drive Denton, Texas 76209 Fax No. 940.565.9830 Notice shall be deemed received for all purposes when placed in the United States mail, as set forth herein, or when delivered by telephonic facsimile to the other party at the facsimile. number(s) provided above. 19. Abandoned Property.. Landlord may retain, destroy, or dispose of any property. Ileft on the Premises at the Termination Date without liability of any kind to Landlord and without payment of consideration of any kind to Tenant. In the event Landlord shall elect to store said abandoned property; Landlord may store such abandoned property in the name and at .the, expense of Tenant. 20. No Broker. Tenant represents and warrants Landlord that it has not contracted with or otherwise retained any broker or any other third: party related to this Lease to whom any commission or other fee may be payable. 21. Authority of Tenant. Tenant represents and warrants to Landlord that it has taken all actions necessary to authorize the parry executing this Lease to bind, in all respects, Tenant to all terms and provisions of this Lease, and that such person possesses the authority to execute . this Lease and bind Tenant hereto. Denton Bible Church Page 7 of 11 Denton Bible Church-Tenant Jack Manes, Chairman V.C. Adams, H, Secretary STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this day of , 2010, by lack Manes, Chairman of Denton Bible Church, a Texas corporation, on behalf of said corporation. Notary Public,. State of Texas My commission expires: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this day of , 2010, by V.C. Adams, Secretary, of Denton Bible :Church, a Texas corporation, on behalf of said corporation. Notary Public, State of Texas My commission expires: Denton Bible Church Page 9of11 CITY OF DENTON-LANDLORD BY: GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this day of 2010, by George C. Campbell, City Manager of the City of Denton, on behalf of the City of Denton. Notary Public, State of Texas My commission expires:. Denton Bible Church Page 9 of I I EXHIBIT "A" LoymSmv*y.Al ac Number M. Cif ands 0q*w. ufTema, wA WbS44 in Vokwe IM, Pop 13 of ate Deed RdWr&ofDadft'CQu*yJam andbeftoat TRAL7 : All- that certain 0.317 scare tract., or gazed cf 1,04 Sitteatad 3a tom. Utyr of, Amon, ventait •c Zy, Tetr# "Id tract belft site aaaw trot, as a by creed to J"ex S4 Iftm im rezorded fn Yaluao 659, pw' 422,• of tb+ i"d fteor63 of . Dft-too Oqd**yO T*"& tied beAaf put of I-ale 2, Stork D. of tb* a2 .t . ,adon'to• the C1 of 940t9. Tess as sho m by the plat •r r d. do the, P t mss, ofpwtow lox", a=O befaa more Vimicalwig , dese4bat as f"16kit 8z3WTNd for tics part t carer th li d .60et'rfb"' tract at. the Est tw~ of s_*jA Wt X, nook 1, Uoftt Addit' = .a "y^► ` :it its com=Wte n -iwt ! ve Y-Or. s .4 ash to. d P, Wt to• the. . Scrs ;$9* Vvst aint ter rtr .19 or Sam s ditatmt* of 164.2 f"t. to sh VI irk ft U40 drat"V . chkowi; Was Wit. er'"01 ' Oiiiii&V IOt 4ract; P"th xith tft 1 t , i of 00A Us, 'Tracts ~ IWO Etas to aE' fot .for 06 ~f# Uat, ate. T.ut X; ~th>"h $00 1-4' S S 103,9 facet to of p T' Tai All. that oa►rts-U 0.449 8=t W- tratt, oY Pift* '-of lAVA ei w"f then W. iwoalriolt SOrV%Y, A-759, t laal ~iRtr7"L '~a®ta3• slid ~;d* a►ey7t~ ~ Of :a tr=t'Shown by . ra.JMRS S. M.~ "d ~c94z. is e "g, pop 423, of the, tom : etr s' of. vowtow camtr# Tom". s # met* particw3ari de*tALbbd as #alle~ t $EGINK FG far, ttaa »ort at abTser. Of Ti a tv.Mt Adkil5 "rL.js -at an' Arm gilt fob ~ the t " aoxner, ~41 >g tract ; ' T; Swth dr5:. S. fsst to .an irON PLO f*WJ st ae. SWO t is -of stM 'tta X44 "M= $eth, as ly Est oath 06• North w&ge *f a eanc W2.1. 3L}.9 teat to Am cast * asvftevts.a.... 'fl9 E' North 49. a t to ail: i~ 00. a*t. im .t w By an ter treith lsne of s+eld liatrlta~'* tract, W C gasFix. a -f-to ftiat 'or Ili-VfAm . Denton Bible Church Page 1 O of 11 Exhibit "B» Insurance Addendum Tenant shall procure and carry, at its sole cost and expense during the term of this Lease, insurance protection as hereinafter specified, in form and substance satisfactory to Landlord, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Lease, including without limitation, the indemnity obligations set forth herein. Tenant shall obtain and maintain in full force and effect during the term of this Lease., commercial general liability coverage, with insurance carriers admitted to do business in the state of Texas.. The insurance companies must carry a Best's Rating of A-VU or better. The policies will be written on an occurrence basis,. subject to the following minimum limits yf liability: Commercial _General, Liability: Combined Single Limit: $1,000,000 The Landlord shall be listed as a primary additional insured with respect to the Commercial General Liability and shall be granted a waiver of subrogation under the policy. Tenant will provide a Certificate of Insurance to the Landlord as evidence of coverage. The Certificate will provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the certificate. Denton Bible Church Page 11 of 11 Ordinance Attachment EXHIBIT " B" Temporary Lease Basic Terms Effective Date: July 1, 2010. Landlord: City of Denton, Texas Landlord's Address: 215 E. McKinney, Denton, Texas 76201 Tenant: Denton Bible Church Tenant's Address: 2300 East University Drive, Denton, Texas 76209 Premises - As described on Exhibit "A", attached hereto. Term: Sixty (60) Calendar Days Commencement Date: The Effective Date Termination Date: Sixty (60) calendar days after the Effective Date, or upon surrender of the Premises by Tenant to Landlord, whichever is the earlier to occur. Rent: The consideration for this Lease is the execution and delivery to Landlord of a Release and Settlement Agreement dated 2010, by and between the. Tenant and Landlord (the "Settlement Agreement"), releasing any rights of Tenant to the Premises, and other matters related to the Premises and the relationship between the Landlord and Tenant, as described therein. Permitted Use: Operation as an office and warehouse, and no other use. Tenant's Insurance: As required by Insurance. Addendum, attached hereto as Exhibit Landlord's Insurance: None Tenant's Rebuilding Obligations: If the Premises are damaged by fire or other elements, this Lease shall terminate, unless Landlord shall elect to. restore the Premises, in accordance with "Clauses and Covenants", Section EA. Definitions "Injury" means (a) damage, harm, to or impairment or loss of property or its use, including without limitation, personal property, real property and/or natural resources, and (b) harm to. or death of a person. "Landlord" means Landlord and its elected officials, agents, employees, invitees; licensees, or visitors. "Tenant" means Tenant and its agents, contractors;, employees, invitees, licensees, or visitors: . "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, and any pollutant or contaminant, including without limitation; PCB's, asbestos, asbestos-containing material, petroleum products and raw materials that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean-up of Hazardous' Substances, including without limitation,, the Comprehensive Environmental Response; Compensation and Liability Act of 1980 (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986,-the Resource Conservation and Recovery Act of 1976 (42 U.S.C. 6901, et seq.), as amended by the Hazardous and Solid Waste Amendments of 1984, and state superlien and environmental clean- up statutes and all rules and regulations presently or hereafter promulgated under said statutes as amended. Clauses and Covenants A. Tenant agrees to: L Lease the Premises for the entire Term beginning on the Commencement Date and ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the Premises. by Tenant to Landlord prior to the Termination Date. 2. ACCEPT THE PREMISES IN THEIR PRESENT CONDITION "AS IS, "WHERE IS" AND "WITH ALL FAULTS". 'TENANT . STIPULATES THAT IT HAS THOROUGHLY INSPECTED THE PREMISES AND FINDS THAT THE PREMISES IS CURRENTLY SUITABLE FOR THE PERMITTED USE. LANDLORD MAKES NO REPRESENTATION, COVENANTS OR WARRANTIES, EXPRESSED, IMPLIED OR OF : ANY KIND OR NATURE CONCERNING -OR WITH RESPECT TO THE PREMISES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,. QUALITY, HABITABILITY, SUITABILITY, .OR FITNESS FOR PARTICULAR PURPOSE OF USE. TENANT STIPULATES. TO LANDLORD -THAT IT HAS PREVIOUSLY OCCUPIED THE PREMISES AND IS AWARE OF THE CONDITION OF TEE PROPERTY.. TENANT REPRESENTS AND' WARRANTS TO LANDLORD THAT THERE ARE NO HAZARDOUS SUBSTANCES CONTAINED OR STORED IN OR ON THE PREMISES. 3. Obey (a) all applicable laws relating to the use, condition, and occupancy of the Premises, and (b) any requirements imposed by utility companies serving or insurance companies covering the Premises. Denton Bible Church Page 2 of I I 4. Obtain and pay for all utility services used by Tenant. 5 Pay all costs related to the utilities, of any kind or nature, related to the Premises. . b. Allow Landlord to enter the Premises to perform Landlord's obligations, if any, and inspect the Premises. 7. Maintain the Premises in a good state of condition, normal wear and tear excepted. Notwithstanding the obligation to maintain the Premises, if so desired by Tenant,. Tenant-shall repair and replace any and all parts of the Premises, in its entirety. In the event Tenant does not desire to repair or replace the Premises, it shall be under no obligation to do so but shall immediately surrender the Premises to ,Landlord upon such election. Tenant hereby expressly stipulates that Landlord is not obligated to repair, replace, or maintain, any part or parcel of the Premises, including without limitation, the roof, HVAC systems, the walls, foundation, windows, and doors. 8. Vacate, in its entirety, the Premises on or before the last day of the Term.. Tenant shall remove all personal property, trade fixtures and any other property owned by it from the. Premises on or before the Termination Date or earlier termination of this .Temporary Lease, whichever is earlier to occur, and shall execute a written stipulation and acknowledgement on such date (i) expressly stipulating that all such property of Tenant has been removed from the Premises; and (ii) waiving any and all rights the Tenant may have to the Premises and such property. 9. INDEMNIFY, DEFEND, AND HOLD LANDLORD HARMLESS FROM ANY DAMAGE OR INJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS,. LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEY'S FEES AND OTHER FEES AND COURT AND OTHER COSTS) CAUSED BY OR RELATED TO TENANT'S OCCUPANCY OF THE PREMISES, TENANT'S DEFAULT UNDER THIS LEASE AND/OR OTHERWISE OCCURRING IN OR RELATED TO ANY PORTION OF THE PREMISES. THE INDEMNITY CONTAINED IN THIS PARAGRAPA .(A) IS INDEPENDENT OF TENANT'S INSURANCE, (B) WILL NOT BE LIMITED BY 'COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE WORKERS' COMPENSATION ACT OR SIIIDLAR EMPLOYEE BENEFIT ACTS, .(C) WILL SURVIVE THE END OF THE TERM, AND (D) WILL APPLY. EVEN IF AN INNRY OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, . OF ANY KIND, TYPE OR DEGREE, OR STRICT. LIABILITY OF LANDLORD, 'BUT WILL NOT APPLY TO THE EXTENT AN INJURY IS CAUSED BY THE WILLFUL MISCONDUCT OF LANDLORD. 10. During the term of this Lease, Tenant will not locate, store or dispose mi or on, or release or discharge from (including groundwater contamination) the Premises, any Hazardous. Substances. .11. Tenant shall, at no cost or expense to Landlord, take all actions necessary to. Denton Bible Church Page 3 of I I comply with all Environmental Laws affecting the Premises as a result of Tenant's use of the Premises, and without limiting the general indemnity of "Clauses and Covenants", Section. A. 9.,Tenant shall indemnify Landlord from and against any and all costs, claims, expenses, damages, liens, losses and judgments arising out of the release or discharge of Hazardous Substances by Tenant or Tenant's failure to comply with the Environmental Laws. B. Tenant agrees not to: 1. Use the Premises for any purpose other than the Permitted Use. 2. Create a nuisance. 3. Permit any waste. 4. Use the Premises in any way that would increase insurance premiums or void insurance on the Premises. 5. Change lock system of the Premises. 6. Alter the Premises. 7. Allow a lien to be placed on the Premises. 8. Assign this Lease or sublease. any portion of the Premises. C. Landlord agrees to: 1. Lease to Tenant the Premises for the entire Term beginning on the Commencement Date and ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the Premises by Tenant to Landlord=prior to the Termination Date. D. Landlord agrees not to: I. Interfere with Tenant's possession of the Premises as long as Tenant is not in default. E. Landlord and Tenant agree to the following: 1. 11terations. Any physical additions or improvements to the Premises made by Tenant must be consented to by Landlord, in its sole and absolute discretion. If such consent is obtained, said additions or improvements will become the property of Landlord. Notwithstanding such ownership, Landlord may require that Tenant, on or before the Termination Date, and at Tenant's expense, remove any physical additions and. improvements, repair any alterations, and restore the Premises to the condition existing at the Commencement . Date. Denton Bible Church Page 4 of 11 2. Insurance. Tenant will maintain the insurance coverages described in the attached Insurance Addendum. 3. Release of Claims/Subrogation TENANT RELEASES LANDLORD' FROM ALL CLAIMS OR LIABILITIES FOR DAMAGE TO THE PREMISES,.DAMAGE TO OR LOSS OF PERSONAL PROPERTY WITHIN THE PREMISES, AND LOSS OF BUSINESS OR REVENUES. INCIDENT TO, ARISING FROM OR RELATED- TO TENANT'S OCCUPATION OF TEE PREMISES. THE RELEASE IN THIS PARAGRAPH WILL APPLY EVEN IF THE DAMAGE OR LOSS IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, OF ANY KIND, TYPE OR. DEGREE, OR STRICT LIABILITY OF THE LANDLORD BUT WILL NOT APPLY TO THE EXTENT THE DAMAGE OR . LOSS IS CAUSED BY THE WILLFUL. MISCONDUCT OF THE LANDLORD. 4. Casualty/Total or Partial Destruction. If the Premises are damaged by casualty, Landlord has the option, but no duty of any kind or nature, to restore the Premises. If Landlord chooses not to restore, this Lease will terminate without liability of any kind to Landlord. 5. Condemnation/Substantial or Partial Taking a. If the Premises cannot be used for the purposes contemplated by this Lease because of condemnation or purchase in lieu of condemnation, this Lease will terminate. b. Tenant will have no claim to the. condemnation award or proceeds in lieu of condemnation. 6. Default by Landlord/Events. Defaults by Landlord are failing to comply with any provision of this Lease within thirty (30) calendar days after written notice. 7. Default by LandlordS;mant's Remedies. Tenant's remedies for Landlord's default are solely to either (i) enforce the terms of this Lease by specific performance; or (ii) terminate this Lease. THE REMEDIES OF TENANT AS SET FORTH HEREIN ARE SOLE AND EXCLUSIVE AND TENANT. WAIVES ANY OTHER RIGHT OR REMEDY THAT MIGHT BE AVAILABLE. 8. Default by Tenant/Events.. Defaults by Tenant are (a) Tenant abandoning or vacating a substantial portion of the Premises without surrendering the Premises to Landlord, (b) . Tenant failing to comply, within five (5) calendar days after written notice, with any provision of this Lease other than the default set forth in (a) above; (c) Tenant shall become insolvent; or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors; (d) a receiver or trustee shall be appointed for all or substantially all of the assets of Tenant; (e) Tenant shall "file a voluntary petition in bankruptcy or adroit in writing that it is unable to pay its. debts as they become due; (f) Tenant-shall apply for or consent to the appointment of :a receiver, . trustee, custodian, intervener or liquidator of itself or of all or substantial part of its assets; (g) Tenant shall file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; Denton Bible Church Page 5 of 11 and (h) any of Tenant's representations or warranties contained in this Lease are untrue at any time during the Term. 9. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to (a) enter and take possession of the Premises, after which Landlord may relet the Premises. on behalf of Tenant and receive the rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perform Tenant's obligations; and (c) terminate this Lease by written notice and sue for damages. Landlord may enter and take possession of the Premises pursuant to the exercise of any right or remedy, without prejudice to any other right or remedy; available to it by law, contract, equity or otherwise. 10, DefauWWaiver/Mltigation. It is not a waiver of default if the non=defaulting party fails to declare immediately a default or delays in taking any action. Except as to the sole and exclusive remedies of Tenant, pursuit of any remedies set forth in this Lease does not preclude pursuit of other remedies in this Lease or provided by applicable law. Landlord and Tenant have a duty to mitigate damages. 11. - Holdover. If Tenant does not vacate the. Premises following termination of this Lease, Tenant will, become a tenant at sufferance. No holding over by Tenant, whether with or without the consent of Landlord, will extend the Term. Tenant stipulates that its possession of the Premises after the expiration of the Term, as a tenant of sufferance, will cause damage to Landlord in excess of fair market value of rent resulting, in. part, due to delays to Landlord construction projects. 12. Lease of Commercial Rental Property. Tenant represents and warrants that the Premises is commercial rental property, as defined in Chapter 93 of the Texas Property Code. 13: Attorney's Fees. If either party retains an attorney to enforce this Lease, the party prevailing in litigation is entitled to recover reasonable attorney's fees and other fees and court and other costs. 14. Venue, EXCLUSIVE VENUE IS IN DENTON COUNTY, TEXAS, THE COUNTY IN WHICH THE PREMISES ARE LOCATED. 15.- Entire Agreement. This Lease, together with the attached exhibits and riders,.and the terms of that certain Settlement Agreement and Compromise Grant, dated 2010, constitutes the entire agreement of the parties, and there are no oral representations, warranties, agreements; or promises pertaining to this Lease or occupation of.the Premises as contained herein and in the Settlement Agreement. 16. Amendment of Lease. This Lease may be amended only by an instrument in writing, duly authorized and signed by Landlord and Tenant. 17. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, SUITABILITY, . HABITABILITY, FITNESS. FOR A Denton Bible Church Page 6 of 11 PARTICULAR PURPOSE, OR OF. ANY OTHER KIND ARISING. OUT OF THIS LEASE, AND T'HERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN THIS LEASE. 18. Notices. Any notice given by one party to the other in connection with this Lease shall be in writing and shall be -sent by certified mail, return receipt requested, with postage fees prepaid,' or via facsimile as follows: A.. If to Landlord, addressed to: City Manager 215 E. McKinney Denton, Texas 76201. Fax No. 940.349.8596 w/copy to: Paul Williamson Real Estate Manager 901 A Texas Street Denton, Texas 76209 Fax No. 940.349.8951 B. If to Tenant, addressed to: Denton Bible Church Attn: Jerry Falbo: 2300 East University Drive Denton, Texas 76209 Fax No. 940.565.9830 Notice shall be deemed received for all purposes when placed in the United States',mail, as set forth herein, or when delivered by telephonic facsimile to the other party at the facsimile, number(s) provided above. 19. . Abandoned Property.. Landlord may retain, destroy, or dispose of any property, left on the Premises at the Termination Date without liability of any kind to Landlord and without payment. of consideration of any kind to Tenant In the event Landlord shall elect to , store said abandoned property; Landlord may store such abandoned property in the name and' at the,expense of Tenant. 20. No Broker. Tenant represents and warrants Landlord that it has not contracted . with or otherwise retained any broker or any other tbird party related to this Lease to whom any, commission or other fee may be payable. 21. Authority of Tenant. Tenant represents and warrants to Landlord that it has taken all actions necessary to authorize the party executing. this Lease to bind, in all respects, Tenant to all terns and provisions of this Lease, and that such person possesses the authority to execute. this Lease and bind Tenant hereto. Denton Bible Church Page 7of11 Denton Bible Church-Tenant Jack Manes, Chairman V.C. Adams, H, Secretary STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before ine on this day of ; 2010, by Jack Manes, Chairman of Denton. Bible Church, a Texas corporation, on behalf of said corporation. Notary Public,. State of Texas My commission expires: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this day of , 2010, by V.C. Adams, Secretary, of Denton Bible Church, a Texas corporation, on behalf of said corporation. Notary Public, State of Texas My commission expires: Denton Bible Church; Page 8 of 11 CITY OF DENTON-LANDLORD BY: GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on this day of , 2010, by George C. Campbell, City Manager of the City of Denton, on behalf of the City of Denton. Notary Public, State of Texas My commission expires:. Denton Bible Church Page 9 of I I EXHIBIT "A" ALL t Qral54d1wd lyiog and bft dMoted in the V Lmw% Smvq, AbshW Nmmber 755, ' and Cewfty o'er SUIOzi of T=93, asap ~OM 0 of ft m k1cu med fmm James F_ ffirsadw * Fun=. Jr. by in Vole 3495, Page 13 of dw Deed AdWWOMOAM : , 7 aaci 1 ; asawa: TR#4T UR: All- that cortAid 4.377 4cre tract., or perms of l*a4 s1tWt" In Ott City af• D'ea. toft,t bentait -ea#aty,, ragas; sari ttracL ~~tg tea a}pRe. tir~ct as ahom by deed to J=et 4, IWI,*d" recorded in'Yalaao 659, paw 422.. of 'the Dsod Aftarils of .I"~# Cityr t*axas, iiftd he~ilg. part of Lot 1, Slack b, of tho Rjo=t .~3 tjAn-to, the eltr of Deozj - Tsxa;{ a sham by the plat vecer4l" ft ' p1 t .>~t ca_~( 16~t ~ , the T+x", std bell abre, Wa ica~rly. desct-ISOA V fa>Wl: iff: S>~ Nd tow the t ss , t97mr tlveh ir+► •dos l ' tract at, the loot t*rnor of S Lot, 1, #Lsc3~ Iatumv mal'ti, 40 nth tr torrtor af' avid L bt It . i ' is foEd'; ' ~lClz 5 ill i~t..~ xlf: lira odwt a fte dutaats of 164.2 feet. to, moo "r 6 U. t a odd a . e 3; .i efag tho Sa't it c AVf warv. get Go Coo ' Tract 1 F...4 TMWM llartlt with #3ce waft 1 of *04 Vie: -am' 4 f"t to s'polat .far cofcr -Ix V46 *W U t1#0 or 3s44lj~t North dot` 1o" 36" » 163.9 X.et to tfi* fu't of 1 1~. is s TRA4.i TWO All that cart*ty 0.049 ac.* trert,, of pe s2, _of lsVA situated in _k M X. 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Tf~ ftrt.1t U 64 Denton Bible Church Page 10 of 11 Exhibit "B" Insurance Addendum Tenant shall procure and. carry, at its sole. cost and expense during the term of this Lease; insurance protection as hereinafter specified, in form. and substance satisfactory to Landlord,: carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Lease, including without limitation, the indemnity obligations set forth herein. Tenant shall obtain and maintain in full force and effect during the term, of this Lease, commercial general liability coverage, with insurance carriers admitted to do business in the state of Texas.. The insurance companies must carry a Best's Rating of ANH or better. The policies will be written on an occurrence basis,. subject to the following minimum limits of. liability: . Commercial General Liability: Combined Single Limit: $1,00.0,000 The Landlord shall be listed as a primary- additional insured with respect to the Commercial General Liability and shall be granted a waiver of subrogation cinder the policy. Tenant will provide a Certificate of insurance to the Landlord as evidence of coverage. The . Certificate will provide 30 days notice of cancellation. A copy of the additional -insured .endorsement and waiver of subrogation attached to the policy will be included in the certificate. Denton Bible Church Page 11 of 11 vw - - MAPLE STREET ~5 S„ Now. t P[k 5 s-.i! 7 W H . = Drainage Improvement jo, Route - Phase Y a~ ws. 4 U PS t`.y9 At2 404" t~ FylYSk s'SNCk W 1 o ~V i ac.-. ~ r E ;oSt~aV) U 4 n I 1 ~r c4~i F f ,s' ~r# A44+:.~ ~4 - iAFF~~n~N°,YA ~fil^k[fi4 dC y ~i 1+ l~. ~ k1 At Mw. EAGLE DRIVE ie Eagle Drive Drainage Phase Fuller Real Estate Purchase tracts N Wz6iE City of Denton, Texas June 2010 , VS This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Legal Department CA: Mike Copeland, Utility Attorney SUBJECT: Consider adoption of an ordinance of the City Council of the City of Denton, Texas authorizing the City Manager to execute a fourth amendment to agreement for professional legal services with the law firm of Walker Sewell, LLC for professional legal services relating to litigation styled: Ex Parte Texas Municipal Power Agency, Cause No. D-1-GN-08-003426, pending in the 126th Judicial District Court in and for Travis County, Texas; Ex Parte Texas Municipal Power Agency - 11, Cause No. D-1-GN-08-3693, pending in the 261't Judicial District Court in and for Travis County; and the litigation styled Texas Municipal Power Agency, Plaintiff vs. Ci of Bryan, Texas, Defendant, counter plaintiff and third party plaintiff; vs. City of Denton, Texas and the City of Garland, Texas, thud pasty defendants, Cause No. 28169, pending in the 506' Judicial District Court in and for Grimes County, Texas; together with sixteen related public utility commission of Texas regulatory proceedings; providing for retroactive approval; authorizing the expenditure of funds therefor; and providing an effective date. The Public Utility Board recommends approval (5-0). BACKGROUND: The TMPA-related litigation which the firm was retained in September 2008 has been disposed of. Dismissal orders have been entered in each of the cases on June 3, 2010. The firm represented and counseled Staff regarding the four civil suits that were brought in Brazos, Grimes, and Travis Counties; together with finalizing the seventeen separately-docketed Public Utilities Commission of Texas ("PUCT") case proceedings. This controversy has gone on for the past twelve years. Texas Municipal Power Agency and the Cities of Bryan, Denton, Garland and Greenville settled the controversy by written Global Settlement Agreement which was approved by all five parties to the controversy in mid-December 2009. The Global Settlement Agreement Exhibit "A' contained a list of the PUCT proceedings that would be dismissed or remanded. Other post- settlement activities have involved the Cities' issuance of bonded indebtedness in accordance with the Global Settlement Agreement; and finally, the establishment of an Amendment to Power Sales Contract which was approved by you on June 8, 2010. This amendment will facilitate a transmission financing program which TMPA and all four cities agree to. PRIOR ACTION/REVIEW May 24, 2010 - The Public Utility Board recommended approval (5-0). OPTIONS: Approve the Fourth Amendment to Professional Services Agreement with Walker Sewell. RECOMMENDATION: I recommend that Council approve the Fourth Amendment to Professional Services Agreement. FISCAL INFORMATION: The attorney fees are $445,000 to date. Billing has occurred in March through May, 2010 in the approximate amount of $12,000. Authority is sought to amend the Professional Services Agreement for the fourth and last time, to cover the outstanding fee bills after March 1, 2010. Approval of an additional $25,000 is sought, resulting in a total not- to-exceed amount of $470,000. EXHIBITS: 1. Fourth Amendment to Professional Services Agreement 2. Proposed Ordinance 3. PUB Minutes Respectfully submitted, p Mike Copeland, Utility Attorney Page 2 THE STATE OF TEXAS § COUNTY OF DENTON § FOURTH AMENDMENT TO AGREEMENT FOR PROFESSIONAL LEGAL SERVICES THIS FOURTH AMENDMENT to that certain "Agreement for Professional Legal Services (hereafter the "Agreement") in the original not-to-exceed amount of $90,000 was previously approved by the Public Utilities Board and thereafter approved within the delegated authority of the City of Denton, City Manager; and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter referred to as "CITY"); and the law firm of Walker Sewell LLP, whose principal office is at 901 Main Street, Suite 5000, Dallas, Texas (hereafter referred to as the "CONSULTANT") on September 22, 2008, to be ratified and effective from and after September 17, 2008; and CITY and CONSULTANT further amended said Agreement for the first time for the purpose of providing additional funds to add to the previous approved Agreement for further legal services to be performed by CONSULTANT regarding the same engagements wherein CONSULTANT is representing the City, regarding numerous contested cases and hearings brought by the City of Bryan, Texas and the Texas Municipal Power Agency ("TMPA") in several counties, involving the three Northern Cities (the Cities of Denton, Garland and Greenville) as Defendants and Intervenors; and these matters have steadily progressed, resulting in two dismissals of the Northern Cities and preparation for trial of the bond validation case; which First Amendment to Agreement for Legal Services (hereafter "First Amendment") was in the further not-to- exceed amount of $105,000, and which Agreement was approved by the City Council on March 3, 2009, by Ordinance No. 2009-058; totaling a not to exceed aggregate of $195,000; and CITY and CONSULTANT further amended said Agreement for the second time for the purpose of providing additional funds to add to the previously approved agreements for further legal services to be performed by the CONSULTANT regarding the same engagements wherein CONSULTANT is representing the City regarding numerous contested cases, that has continued in several counties involving the same parties. In order to further pursue the City's legal objectives in the contested litigation is was necessary and appropriate that CONSULTANT continue representation of the City of Denton through the entry of judgment and beyond regarding the remaining pending cases that involve Denton, the City of Bryan, Texas and TMPA, that are now pending, as well as for any potential appeal that may be made by the City of Bryan, Texas or TMPA. City and CONSULTANT earlier estimated that this case will probably require at least $200,000 in additional funds to be added to the existing not-to-exceed amount authorized of $195,000 First Amended Agreement, by the Second Amendment to Agreement for Professional Legal Services" (hereafter "Second Amendment") thereby constituting an aggregate amount of not-to-exceed $395,000; and which Second Amendment was approved by the Public Utilities Board on the 18th day of May, 2009 by a vote of 6-0; and by the City Council on the 2"d day of June, 2009; and 1 The above litigation, numerous Public Utility Commission proceedings involving TMPA and its Member Cities, and a mediation of all of the issues involved in the same is completed; with the hope that all four cities and the TMPA can reach an appropriate settlement to end all of the expensive and complex litigation; and CONSULTANT has expended the funds previously authorized by the Council, in the amount of $395,000; and the CITY and CONSULTANT, based upon the progress of the case, estimated that an additional not-to-exceed $50,000 in professional fees and expenses was necessary to resolve the outstanding issues; and The above litigation and numerous Public Utilities Board proceedings involving TMPA and its Member Cities, is drawing to a close, and the financing aspect of issuance of debt to satisfy the various parties' interests is being finalized; and numerous pleadings and orders are being prepared for all nineteen cases and proceedings; the issues have now been nearly resolved; it is Staff's belief that in order to fully pay its fee bill for March and April 2010, received on May 11, 2010, and to secure a final disposition of all cases and proceedings, that the further sum of $25,000 is necessary. NOW THEREFORE, the CITY and CONSULTANT (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Fourth Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The provisions of Paragraph C., Third Paragraph of the Agreement are hereby amended and in all things deleted, with the following language to be the new provisions of Paragraph C, Third Paragraph of the Agreement, which is hereby substituted, as follows, to wit: "CONSULTANT estimates, as it is presently unknown about the extent of the further involvement of the City in this TMPA/Bryan-related multi-party litigation, and City agrees that all charges for the legal services hereunder, including reasonable out-of- pocket expenses shall not exceed the additional amount of $25,000 authorized in this Fourth Amendment for Professional Legal Services, and thereby a total amount of not-to- exceed $470,000 in the aggregate is authorized. The City Manager is hereby authorized to expend the funds." II. The Parties hereto agree, that except as specifically provided for by this Fourth Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement, First Amendment, Second Amendment and Third Amendment shall be and will remain in full force and effect. 2 IN WITNESS WHEREOF, the City of Denton, Texas and the law firm of Walker Sewell, LLP., have each executed this Fourth Amendment to Agreement for Professional Legal Services in four (4) original counterparts, by and through their respective duly authorized representatives and officials on this the 1St day of June, 2010; but to be effective, ratified and confirmed from and after the 1St day of March 2010. "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY . " By: "CONSULTANT" WALKER SEWELL LLP Texas Limited Liability Panership By: JA S . WALK R -Prtner s 3 ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FOURTH AMENDMENT TO AGREEMENT FOR PROFESSIONAL LEGAL SERVICES WITH THE LAW FIRM OF WALKER SEWELL LLP FOR PROFESSIONAL LEGAL SERVICES RELATING TO LITIGATION STYLED: EX PARTE TEXAS MUNICIPAL POWER AGENCY, CAUSE NO. D-1-GN-08-003426, PENDING IN THE 126TH JUDICIAL DISTRICT COURT IN AND FOR TRAVIS COUNTY, TEXAS; EX PARTE TEXAS MUNICIPAL POWER AGENCY - II CAUSE NO. D-1-GN-08-3693, PENDING IN THE 261sT JUDICIAL DISTRICT COURT IN AND FOR TRAVIS COUNTY; AND THE LITIGATION STYLED TEXAS MUNICIPAL POWER AGENCY, PLAINTIFF VS. CITY OF BRYAN, TEXAS DEFENDANT, COUNTER- PLAINTIFF AND THIRD-PARTY PLAINTIFFi VS. CITY OF DENTON, TEXAS AND THE CITY OF GARLAND, TEXAS, THIRD-PARTY DEFENDANTS, CAUSE NO. 28169, PENDING IN THE 506TH JUDICIAL DISTRICT COURT IN AND FOR GRIMES COUNTY, TEXAS; TOGETHER WITH SIXTEEN RELATED PUBLIC UTILITY COMMISSION OF TEXAS REGULATORY PROCEEDINGS; PROVIDING FOR RETROACTIVE APPROVAL; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems it necessary, appropriate, and in the public interest to continue to engage the law firm of Walker Sewell LLP of Dallas, Texas as its outside legal counsel to provide further professional legal services relating to the completion of the above numbered and entitled litigation, as well as other TMPA related litigation issues; and WHEREAS, the City Manager, within his delegated authority, has previously approved the original Agreement for Professional Legal Services with the Firm in the amount not-to- exceed $90,000 on September 22, 2008, effective from and after September 18, 2008; then after litigation and related matters moved forward, the City Council, by Ordinance No. 2009-058 approved the First Amendment to Agreement for Professional Legal Services with the Firm, on the 3rd day of March, 2009 in a further amount not-to-exceed an additional $105,000, totaling a not-to-exceed aggregate of $195,000; and on the 2°d day of June, 2009, the City Council, by Ordinance No. 2009-127, approved the Second Amendment to Agreement for Professional Legal Services in the further amount of not-to-exceed $200,000, totaling $395,000 in the aggregate; and on the 6th day of October, 2009, the City Council, by Ordinance No. 2009-127, approved the Third Amendment to Agreement or Professional Legal Services in the further amount of not-to- exceed $50,000, totaling $445,000 in the aggregate; and WHEREAS, City staff hereby recommends that the City Council enter into a Fourth j Amendment to Agreement for Professional Services ("Third Amendment") for a further amount, not to exceed an additional $25,000, totaling an aggregate of $470,000; and WHEREAS, on the 24th day of May, 2010 the Public Utilities Board unanimously approved the Fourth Amendment to Agreement for Professional Legal Services, by a vote of 6 - 0; and i 1 WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and the City Council hereby finds and concludes that Walker Sewell LLP is appropriately qualified under the provisions of the law to continue to be retained as outside legal counsel for the City; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional legal services, as set forth in the Fourth Amendment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The recitations in the preamble are true and correct and are incorporated by reference herewith as a part of this ordinance. SECTION 2: The City Manager is hereby authorized to execute a "Fourth Amendment to Agreement for Professional Legal Services" (the "Fourth Amendment") with the law firm of Walker Sewell LLP of Dallas, Texas for continued professional legal services in the further not- to-exceed amount of $25,000, which aggregate not-to-exceed $470,000, relating to the above numbered and entitled litigation, and in other related TMPA activities, in substantially the form of the Fourth Amendment attached hereto as Exhibit "A" and incorporated herewith by reference. SECTION 3: The award of this Fourth Amendment is on the basis of the demonstrated competence and qualifications of Walker Sewell, LLP and the ability of Walker Sewell LLP to continue to perform the professional legal services needed by the City for a fair and reasonable price. SECTION 4: The expenditure of funds as provided in the attached Fourth Amendment to Agreement for Professional Legal Services is hereby authorized, and the previous expenditures regarding this litigation are hereby ratified, confirmed and approved. SECTION 5: This ordinance shall be confirmed, ratified and effective from and after March 1, 2010. Otherwise, this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By_ 3 DRAFT MINUTES PUBLIC UTILITIES BOARD May 24, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into a closed meeting on Monday, May 24, 2010 at 9:07 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas. Present: Chair Dick Smith Bill Cheek Phil Gallivan Randy Robinson John Baines Ex Officio Members: George C. Campbell, City Manager Howard Martin, ACM Utilities Absent: Bill Grubbs and Barbara Russell, both excused OPEN MEETING: CONSENT AGENDA: The Public Utilities Board has received background information, staffs recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. 3) Consider recommendation of approval of an ordinance of the City of Denton, Texas approving the Fourth Amendment to Professional Services Contract by and between the City of Denton, Texas and the law firm of Walker Sewell, of Dallas, Texas for further professional services incident to completing the TMPA and Member Cities litigation and related Public Utilities Commission of Texas proceedings; being in the additional amount of not-to-exceed $25,000 (aggregating $470,000); providing for retroactive approval thereof, authorizing the City Manager to expend said funds; providing for an effective date. Board Member Cheek moved to approve Item 3 with a second from Board Member Gallivan. The motion was approved by a 5-0 vote. The meeting was adjourned by consensus at 11:53 a.m. This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Utilities ACM: Howard Martin, 349-8232 --qh~ SUBJECT Consider adoption of an ordinance authorizing an Encroachment Agreement between the City of Denton, as grantor and HTA-Denton, LLC., a Delaware limited liability company, as grantee, regarding a 73 square foot tract of land that encroaches into a 20 foot Public Utility and Sidewalk easement; said Public Utility and Sidewalk Easement being dedicated as a part of the Rehab Hospital Addition, recorded in Cabinet X, Pages 929 and 930, Plat Records, Denton County, Texas and being in the E. Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas; providing an effective date. The Public Utility Board will consider this item on June 14, 2010. BACKGROUND The City of Denton owns the easement interest rights within a 20-foot Public Utility and Sidewalk easement. The Easement was dedicated on August 29, 2007 by Select Medical Property Venture LLC., on the plat of the Rehab Hospital Addition, recorded in Cabinet X Pages 929 and 930, Plat Records, Denton County, Texas. On September 10, 2007 the property was sold to DentonMED LP, who then developed the property. When the Addition was being developed, an oversight was discovered about the placement of the sign foundation. The foundation of the sign was placed perpendicular to the street instead of being parallel. Since the sign foundation was placed in the wrong area, the sign encroaches into the 20 foot Public Utility and Sidewalk Easement. The results of erecting the monument sign within the Easement created a Denton Development Code violation. On November 11, 2008 the Owner was notified of the sign encroachment violation by the City of Denton Building Inspectors. To address the sign encroachment issue the Owner applied for an Encroachment Agreement request through Allison Engineering Group. An application for the Encroachment Agreement was requested on April 15, 2009 by Allison Engineering Group on behalf of DentonMED LP., for review by the Development Review Committee. The Development Review Committee reviewed the request and approved the request in August 2009. The Development Review Committee recommends the approval of the Encroachment Agreement. A draft Encroachment Agreement was prepared and sent out for review by the Legal Department. The Legal Department has approved an Encroachment Agreement for this request. During the composition of the draft agreement, it was discovered that the property had a new owner. On April 7, 2010 Allison Engineering Group was notified of the discovery. The new owner was then notified by Allison Engineering Group about the sign issue and the current request. The new and current Owner of the property is HTA-Denton, LLC.. The current Owner desires to enter into an Agreement to allow the sign to remain in its present location. 1 OPTIONS 1. Recommend approval of granting the Easement request 2. Do not recommend approval RECOMMENDATION Staff endorses approval of granting the Easement request. ESTIMATED PROJECT SCHEDULE June 2010 PRIOR ACTION/REVIEW Development Review Committee The Public Utility Board will consider this item on June 14, 2010. FISCAL INFORMATION Not applicable BID INFORMATION Not applicable Exhibits 1. Ordinance 2. Encroachment Agreement 3. Location Map 4. Easement Layout Exhibit 5. PUB Minutes will be provided during meeting Respectfully submitted, Jimmy D. Coulter Director of Water/Wastewater Water Administration Prepared by: Mark A. Laird Right-of-way Agent Real Estate and Capital Support 2 salegahour documents\ordinances\10\scripture sign encroachment ordinance.do0 ORDINANCE NO. AN ORDINANCE AUTHORIZING AN ENCROACHMENT AGREEMENT BETWEEN THE CITY OF DENTON, AS GRANTOR AND HTA-DENTON, LLC., A DELAWARE LIMITED LIABILITY COMPANY, AS GRANTEE, REGARDING A 7.3 SQUARE FOOT TRACT OF LAND THAT ENCROACHES INTO A 20 FOOT PUBLIC UTILITY AND SIDEWALK EASEMENT; SAID PUBLIC UTILITY AND SIDEWALK EASEMENT BEING DEDICATED AS A PART OF THE REHAB HOSPITAL ADDITION, RECORDED IN CABINET X, PAGES 929 AND 930, PLAT RECORDS, DENTON COUNTY, TEXAS AND BEING IN THE E. PUCHALSKI SURVEY, ABSTRACT NO. 996, CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Encroachment Agreement by and between the City of Denton, Texas and HTA-Denton, LLC., A Delaware Limited Liability Company, in substantially the form as attached hereto and made part of the ordinance for all purposes (the "Agreement"), is hereby approved. SECTION 2. The City Manager or his designee is hereby authorized to execute the Agreement on behalf of the City. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY BY: ENCROACHMENT AGREEMENT WHEREAS, HTA-Denton, LLC., a Delaware limited liability company (hereinafter referred to as "LICENSEE"), by and through its undersigned authorized officer, has requested permission to use an area within the boundaries of an existing City of Denton Public Utility and Sidewalk Easement ("CITY EASEMENT") as described below, located in Denton County, Texas, for the installation of a monument sign and related appurtenances (the "ENCROACHING FACILITY"); and WHEREAS, the ENCROACHING FACILITY is presently located within that portion of the CITY EASEMENT and more particularly described as an 7.3 square foot parcel in Exhibit "A" attached hereto and illustrated in Exhibit "B" made a part hereof by reference (the "ENCROACHMENT AREA"); and WHEREAS, the ENCROACHING FACILITY was placed within the CITY EASEMENT without the consent of the City of Denton, Texas ("CITY") and was not installed in accordance with the permit issued by the CITY; and WHEREAS, the CITY EASEMENT was dedicated as shown on the plat recorded in Cabinet X, Pages 929 and 930, Real Property Records, Denton County, Texas; and WHEREAS, LICENSEE has entered into this Agreement to set forth certain responsibilities that it has under this Agreement; and NOW, THEREFORE, CITY hereby grants permission and license to LICENSEE to locate, maintain and repair the ENCROACHING FACILITY within the ENCROACHMENT AREA, subject to the following terms and conditions: 1. It is understood and agreed that the CITY owns only easement interests for the CITY EASEMENT portion of the ENCROACHMENT AREA. Therefore, LICENSEE is responsible to obtain whatever rights and permission, other than the CITY's, that are necessary from any others having an interest in the ENCROACHMENT AREA, including, without limitation, other parties owning easement interests in the ENCROACHMENT AREA. This Agreement shall extend to and be binding upon LICENSEE and its successors, and assigns, and shall not be interpreted or construed as a waiver of any rights held by the CITY under CITY EASEMENT except as expressly and specifically provided in this Agreement. 2. LICENSEE represents and warrants to CITY that the ENCROACHING FACILITY has been constructed and is presently maintained in accordance with the Denton Development Code ("DDC"), including, without limitation, Subchapter 15 of the DDC. LICENSEE shall not make any modifications to the ENCROACHING FACILITY without advance written approval by the CITY ("Authorized Modifications"), acting by and through the City Manager or his designee. LICENSEE shall not be permitted to perform any work within the CITY EASEMENT from and after the date of this Agreement that shall require the disturbance of the soil or affect, to a greater extent than presently affected by the ENCROACHING FACILITY, the CITY EASEMENT, absent the amendment of this Agreement, duly authorized and executed by CITY and LICENSEE. 3. The ENCROACHING FACILITY is and shall be at all times subordinate to the CITY's facilities and rights under the CITY EASEMENT, including without limitation, sidewalks, utilities and related facilities located now or in the future within the ENCROACHMENT AREA. In the event the CITY repairs, expands, or adds to its facilities within the ENCROACHMENT AREA, and in the CITY's sole opinion it is necessary that the ENCROACHING FACILITIES be modified, removed or relocated, in whole or in part, to accommodate such repairs, expansion or addition, LICENSEE shall, at its sole cost, modify, remove or relocate the ENCROACHING FACILITY, as directed by the CITY, no later than 30 days after CITY gives LICENSEE written notice, unless an emergency repair is necessary wherein the CITY has the right to remove the ENCROACHING FACILITY immediately at the LICENSEE'S sole cost and expense without any liability to CITY for such action. LICENSEE confirms and acknowledges that the ENCROACHING FACILITY and all LICENSEE's expenses for such are at risk, and that the CITY shall not be required to reimburse in any circumstance LICENSEE in any form for removal and relocation of the ENCROACHING FACILITIES. In the event of the removal of the ENCROACHING FACILITY from the ENCROACHMENT AREA, whether pursuant to the terms hereof or otherwise, LICENSEE shall restore the ENCROACHMENT AREA and CITY EASEMENT to the condition existing prior to construction of the ENCROACHING FACILITY if so directed by CITY. 4. LICENSEE shall defend, indemnify and hold harmless the CITY, its employees, elected officials, officers and agents from and against any and all claims, expenses, (including attorney fees), damages, losses and judgments arising out of, related to or incident to the presence, construction, operation and maintenance of the ENCROACHING FACILITY and/or LICENSEE'S and/or any other party acting under the authority of LICENSEE's occupation or presence on the CITY EASEMENT and/or ENCROACHMENT AREA. LICENSEE shall procure and maintain insurance as specified in paragraph 5, below, throughout the term of this Agreement and shall provide to the CITY such certificate or certificates of insurance complying with the CITY's insurance requirements, as set forth in paragraph 5, below, on or before the effective date of this Agreement. The covenants contained in this paragraph 4 shall survive the expiration or termination of this Agreement. 5. LICENSEE and it's successors and assigns, shall purchase and maintain General Liability Insurance naming the CITY as an "Additional Insured" so long as the ENCROACHING FACILITY is within the ENCROACHMENT AREA and during the term of this Agreement, with a limit of not less than $500,000.00 for each person and $1,000,000.00 for each single occurrence for bodily injury or death and $500,000.00 for each single occurrence for injury to or destruction of property. 6. LICENSEE shall limit construction and other operations, including, without limitation, the cuts in the ENCROACHMENT AREA required for construction of the ENCROACHING FACILITY so as to prevent construction equipment from damaging existing CITY facilities or public utilities located within the ENCROACHMENT AREA and other areas. Without limiting the generality of Section 4 above, LICENSEE shall be responsible for any damage caused, in whole or in part, to CITY facilities or public utilities located within the ENCROACHMENT AREA and other areas affected in any way by activities conducted pursuant to this Agreement. Page 2 7. LICENSEE shall not place any structure or other matter other than the ENCROACHING FACILITY upon the CITY EASEMENT or ENCROACHMENT AREA, including without limitation, trash dumpsters or other containers, and flammable material of any kind. 8. The CITY shall not be responsible for any costs of construction, operation and maintenance or any other matter of, or related to the ENCROACHING FACILITY. Further, the CITY shall not be liable for any damage to the ENCROACHING FACILITY as a result of the CITY's use pursuant or related to the CITY EASEMENT. Without limiting the generality of Section 4, above, in the event any CITY property is damaged or destroyed by LICENSEE or its contractors, agents or any party acting under the authority of LICENSEE, such damage may, at the sole election of CITY, be repaired or replaced by the CITY at LICENSEES expense and payment by LICENSEE to CITY is due upon LICENSEE'S receipt of an invoice from the CITY. 9. Grading, if any, shall be done in order to leave the ENCROACHMENT AREA and CITY EASEMENT in as near as possible to its condition prior to any activities conducted pursuant to this Agreement. Spoil dirt and all trash shall be removed from these areas. 10. Construction equipment and materials shall not be stored on the ENCROACHMENT AREA or CITY EASEMENT or other right-of-way areas, including without limitation, streets and alleys, during activities related to the construction, operation or maintenance of the ENCROACHING FACILITY. 11. In the event of default by LICENSEE in any of the terms and conditions herein stated and such default continues for a period of ten (10) days after the CITY notifies LICENSEE of such default, the CITY may exercise any and all rights and remedies available to it by law, equity, contract or otherwise, including without limitation, the right and authority to forthwith terminate this Agreement and upon such termination, all ofLICENSEE's rights hereunder shall cease and come to an end. 12. LICENSEE shall not be permitted to sell, assign, partially assign or transfer its interest in this Agreement, or any of its rights, duties, or obligations hereunder, without the prior written consent of the CITY. CITY shall not unreasonably withhold, delay or deny such consent or approval. No transfer, assignment or other change in rights granted by this Agreement shall be effective until the CITY shall have consented to such activity and there is paid to the CITY a transfer fee of Five Hundred Dollars ($500.00) related to the cost of administration of the transfer. 13. The failure of either party to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a general waiver or relinquishment of any such terms or conditions, but the same shall be and remain at all times in full force and effect. 14. This Agreement shall expire upon the earlier to occur of (i) the abandonment of the ENCROACHING FACILITY; (a) removal of the ENCROACHING FACILITY from the- CITY EASEMENT; and (iii) termination of this Agreement as otherwise provided herein.. Page 3 15. This Agreement shall be construed under the laws of the State of Texas and is fully performable in Denton County, Texas. SOLE AND EXCLUSIVE VENUE FOR ANY ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL EXCLUSIVELY LIE IN COURTS OF COMPETENT JURISDICTION LOCATED IN DENTON COUN"T"Y, TEXAS. Dated to be effective as of the _ day of 20M CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: LICENSEE: HTA Denton, LLC., a Delaware limited liability company BY: 99~ Name: Kellie Pruitt Chief Accounting Officer Title: Page 4 ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on .2010 by GEORGE C. CAMPBELL, CITY Manager of the CITY of Denton, Texas, on behalf of such municipality. Notary Public in and for the State of Texas My Commission Expires: ACKNOWLEDGEMENT THE STATE OF § COUNTY OF Yom) i~ jt, § This instrument w acknowledg before rue,-on. 2010 by l t y of HTA-Denton; LLC., a Delaware limited liability company, on behalf of said limited p ership. KIMBERLY HOWELL N tary Public in and r e to of Notary Public - Arizona My Commission Expires: la 1 Maricopa County • My Comm. Expires Dec 3, 2€113 Page 5 4238 I-35 North ANDMA~K Denton,Texas 76207-3408 SURVEYORS LLC (940) 382-4714 Fax (940) 387-9784 ' landmarksv@aol.com Exhibit A FIELD NOTES SIGN ENCROACHMENT 7.3 SQUARE FEET BEING all that certain lot, tract or parcel of land situated in the Eugene Puchalsld Survey Abstract Number 996 in the City of Denton, Denton County, Texas, being a part of Lot 1, Block 1 of Rehab Hospital, an addition to the City of Denton, Denton County, Texas according to the plat thereof recorded in Cabinet X, Page 929, Plat Records, Denton County, Texas and being more particularly described as follows: COMMENCING at an iron rod set for comer in the north line of Scripture Street, a public roadway having a right-of-way of 73.0 feet, said point being the southwest comer of that certain tract of land conveyed by deed to Texas Oncology Properties, LLC recorded under Document Number 2006-142313, Real Property Records, Denton County, Texas; THENCE N 88° 57' 42" W, 205.28 feet with said north line of said Scripture Street to a point for comer. THENCE N 01° 31' 38' E, 11.8 feet to a point in the southeast corner of a sign for PLACE OF BEGINNING, . THENCE N 88° 28' 22" W, 0.94 feet with the edge of said sign to a point for comer; THENCE N 01 ° 31' 38' E, 8.15 feet with a face of said sign to a point for comer; THENCE S 88° 57' 42' E, 0.90 feet to a point for comer in a face of said sign; THENCE S 01° 31' 38" W, 8.15 feet with a face of said sign to the PLACE OF BEGINNING and containing 7.3 square feet of land. S rF ~i ~ o 4561 Lesg F# 4, Exhibit B TEXAS ONCOLOGY LOT 1, BLOCK 1 PROPERTIES, LLC REHAB HOSPITAL DOC. ,§2006-142313 CAB. X, PG. 929 P,R.D.C,T P.R.D.C.T. ti - - - - - - - - W Z CONC. Y t Q O Lu PARKING a W e _j Q o N~ S1GIv W v°--------------------- P>~QPERTY N 1 JI'J6' E 11.8' CONC..;..w~~~__ N B8 S7'42" W S.I.R OH OH OH Cs off off 0H POINT OF COMMENCING 41' 8-6 (73' RAW.) - " _ - - ~CRIP~RE- S 88'5 7'g2" E 0.90 L7 _h tic LZ SIGN HMENT OB LOT f, -BLOCK 1 N 882872" w REHAB HOSPITAL 0.90 CITY OF DENTON DETAIL SCALE 1"=2' DENTON COUNTY, TEXAS 42381-35 NORTH ANDl r _ DEIVTON, TEXAS 76207 (940) -4016 (940) 8387-9784 SURVEYORS, LLC. FAX IMiliff;N'RY. BIT11 S(ALF..• I"=20' DAM- 27JANUARY 2010- JOB,YO: 0896fi1 ,J& NORTH 7-T I I i I ~ DENTON SITE _ DOWNTOWN I - I I ~ I 1 I ~ I I I~ i I I; I LT~ I EH NTS LOCATION MAP EASEMENT LAYOUT EXHIBIT E LOT 1, BLOCK t ::REHAB HOSPITAL E s Z - - - O CONC. Ij . U PARKING ' J s 2 W ; - Y . N Lu; ' O : ~j (n W U h ¢ PRGPERTY ) x r7' z {1NE.: SIGN FORMS o ' ~ :,r,fs,n~fffw~s e+~lb~e .a ef~~me~osn„~ef ~fie~.fb OH OH 3 C14-( OH OH UWP. P. 9H P! I' r ' 41' 13-8 (73' R.O.W.) RI$'TIIJRE, : - - STRE -k g s ~o s45e I • ffiff~YefA,blye- • E # at JEPA D D yEMSA r r: i ~p~4J(y'~I ~PJ 3 ' FSS F~_.~ ~ LC)T' 1; E3LOCK 1 3. HA HOSPITAL C 'OF DE~ W . COUNTY, T'EXA 42381-35. NORTH 3 DEIVTOIV, TEXTS 7621)7 ANDMAR (940) 382401 SU.RVE''()5`, PLC F(y4a):s8? 97' DRAWNBY. BTII , :SCALE,: I „=2Q' .DATE:. 09 UCT~BER, 2~+7I3_ JOB Nj AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Utilities ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance Authorizing an Underground Pipeline Easement between the City of Denton, Texas, as grantor and EnCana Oil & Gas (USA) Inc., a Delaware corporation, as grantee, regarding a 0.04 acre tract of land located in Lot 1, Block 1 of the Robson Ranch Water Reclamation Plant addition, recorded in Cabinet R, Page 365, Plat Records, Denton County, Texas and being in the T & P.R.R Survey, Abstract No. 1301, in the City of Denton, Denton County, Texas; and providing an effective date. The Public Utility Board will consider this item on June 14, 2010. BACKGROUND The City of Denton currently owns a 2.915 acre tract of land known as Lot 1, Block 1 of the Robson Ranch Water Reclamation Plant Addition, being recorded by County Clerk File number 2007-29967, Real Property Records, Denton County, Texas. EnCana Oil & Gas (USA) Inc., is requesting a Underground Pipeline Easement on the City of Denton property so that they may construct a 4-inch, an 8-inch natural gas pipeline, and an 8-inch non-potable waterline. The 8-inch natural gas pipeline will used to transport the well pad gas to the storage facility near the southwest corner of Robson Ranch. The 4-inch natural gas pipeline we used for gas lift from the storage facility to the well pad site. The fl- inch non-potable waterline will be used to transport non-potable water from the well pad site. The requested easement area is approximately 50-foot in width and is located on the west line of the City of Denton property that is adjacent to Florence Road. As compensation for the easement, Enterprise Texas Pipeline LLC., has agreed to pay the City of Denton the fair market value of $2,625.00 for the requested underground Pipeline Easement. OPTIONS 1. Recommend approval of granting the Easement request 2. Do not recommend approval RECOMMENDATION Staff endorses approval of granting the Easement request. ESTIMATED PROJECT SCHEDULE June 2010 PRIOR ACTION/REVIEW Development Review Committee The Public Utility Board will consider this item on June 14, 2010. FISCAL INFORMATION Not applicable 1 BID INFORMATION Not applicable Exhibits 1. Ordinance with Agreement 2. Location Map 3. Site Map 4. PUB Minutes will be provided at meeting Respectfully submitted, zi ~~'fcC Jimmy D. Coulter Director of Water/Wastewater Water Administration Prepared by: Mark A. Laird Right-of-way Agent Real Estate and Capital Support 2 salegallour documentslordmances\10\encana easement ordmanceAoc ORDINANCE NO. AN ORDINANCE AUTHORIZING AN UNDERGROUND PIPELINE EASEMENT BETWEEN THE CITY OF DENTON, TEXAS, AS GRANTOR AND ENCANA OIL & GAS (USA) INC., A DELAWARE CORPORATION, AS GRANTEE, REGARDING A 0.04 ACRE TRACT OF LAND LOCATED IN LOT 1, BLOCK 1 OF THE ROBSON RANCH WATER RECLAMATION PLANT ADDITION, RECORDED IN CABINET R, PAGE 365, PLAT RECORDS, DENTON COUNTY, TEXAS AND BEING IN THE T & P.R.R SURVEY, ABSTRACT NO. 1301, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Underground Pipeline Easement by and between the City of Denton, Texas and EnCana Oil & Gas (USA) Inc., A Delaware Corporation, in the form as attached hereto as Exhibit "A" and made part of the ordinance for all purposes (the "Agreement"), is hereby approved. SECTION 2. The City Manager or his designee is hereby authorized to execute the Agreement on behalf of the City. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,201 0. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY BY: THl:S A,TEO Tl~.XA COUNTY 01- DENTON Jtrl nw G i1JT 1 -PIPIT-t ' i` kr r ~y ~b'~$_'1~ 1 5 1x I''v Jai' Tl ,r TIMs Uiuderg2 roLj jd Pjpejirup, ~ sLiatrv ct ~emnnt (the "Agreejticnt") is enrerrd into hf,'[ WerCri tilt; City of Denton, Texas, a Tcxas Municipal C'o-poration and a home-rule m nicipa.i- coTporation_ of Dr-ntnn County, Texas ("OTPLAN7TOR") .and. EnCana_ Oil & Gas (USA) 1nc.., a. Delaware corporatior:, v-hos:- address is 1=,001 Dallas P.ark_v,ayr, Suite 1100, ;U-11las, 'Tex. 3s 7 24-0 ("G1?.:,NTEl For and in consideration of m,o-thousand six-hundred 1v,=cnty-five and nu1100 dollms (U, 2510) and othor good and Valr SIC Lonsidera6un5 in Mind pail Ge receipt and sLlffit kncy of "Wh is hereby acknovdAgeT and in considcm0n of the foovenants contained herein, i GRANTOR and GRANTEE agme as Mows: h 1. Snow to the teri-tis of this Agrecmeni, i RhNTOR hcrcby grants ~-to CrR?"ANTE : ai U:r~.er~aent (the "Easeiiletlt°') under and across thw propen}' desuil7ed in Wiihit "AA wd ilhohawd in Exhibit "13" attached hereto (tic "Easement Tract") Tr the sole purposes set ~ forth hc-I`ein. r, 2 f 'Ibis casement is 'fi "ked an made and accepted for the following sole, purposes: Corstructing, reconsnuaing, opamiNg, replacing, relocating,, rchudding, ir,spectin,g, repairing, and maintaining two underground natural gas lines and one tmdcrground non-- por~atsle-,rxwwr We (cotta NeV, Ge `~3E: hbcs') tinder the LLser~ Fnt Tr3~a;'tngr:ihers-Dish i thf right Of" Cj'R tNTEE_, ias ;auen,-s; e-rI-Iplovices, ,voykmen and represcnu.ti es to ha1,e_ restricted jn r-ess egress upon giant ar_ross the, Easrrmen( Traci for the rurp)ose of c-orlstruc;tirigy ;e onstrracting, crper~atit~g, replarin~~ reheating, tehuilciin~t, Upgrading and i. inspeOing ih(_ r eiliti"5, s:aid i_SVO tr~tturaf «as Iinr,s shLfli nol ex coed c3ght ira diameter ;aod said rzon-poral-ale i'vatcr Nn{: shad not e:'Xcg- -e(j v"igilt "X-) imches in diarrtetero i 3. The natural gas iincs and non potrahlc water iine placed by the G 1t_/~.~ TEE m,Ethir, th~c fi E-Isement Tract shall he un6'rgrCrund and buried so as rot to rnfcrfere~ with use of the surfa(:e of the Easemcnt Tract, sub.ju-t Eo the terrTls l.ereoh. T je plac:emc.m of anv infrastrttcwrt~ or mjproNrewenf above the surface of tltr earth, unie is ex-pressiy ~ oth(mvise .flimvcd in this A~,Tcevncnt, Is r~ pre-ssls~prohibited. 4 Th~- GR-,NY1 EF1 agrees to h,ar~r the natural gas iincs aald nou-parable water line it a u minimunt oC lhi'rty-si ('36) inches fit-,Iow the surface of the r_anh, hiw,~ ver, if ncc r)I,pellr7C',(S) is s]iLlaicL{ beneath ^n r(3aj or $ l~s'41tv°i, sevv°t',C', or ClY'arT]a~e pr17e; thi natLdra] «i3S b grip lir~a~~sj and non-potahlc waiter pipeline shall bc- then auric:d at a nnim urn of sixty (60). inches. 5. All facilities placed under the l ascmcrn'C Tmcl shill he niasnlained in good condition by F1 GRANTFE and shali n_ol iaterferc, resirict or limit di{-, use of EiRA1N'TOR's use of the G surface of the E asez cni Tract. All rases and operations by 'iTL-,LivITEE under the Lasc.mr ent Tz'ixt shall be conr]arcte.d in a snCe rnranner consistent swiih ;uud industry and shall corrrply with all federal, state and local l~ar~xs, ordure: s, and- permitting requirements. Placement ofgas line rrzarpr,rs shrall only be placed orr iltc north i tip. acid south bou,-,, ar,r liait_s of Ole Fasemi--nt Tvadt, sd that they do not i~alerferc~ it? any° i~~_iy %vith GiR- kNTOR's access- 6- ORANTEE Shall, at its sole a,Id own (,ost and expense, (,-cnjpi), r~~i2h all ~~rpiirahlc ft, In i, state_ and for-af, 1;nvs, sf a z rulc-s, rcgulations and.. ordin,3 es, inCiHding 'but not lirnitud [c the provisions, ri.Aes and relUlations of the American National Safety fnstittatc Code, as n-iay( be amcodcd from tine to time, existing Zoning ordinances arzd g-venarriental rides and cc0ulations enacted or prCm,,j1hatcd bl anyr gavorfi7rrjejjtal author-vv and shall promptly e.xecute and fulfill .all orders mid rcquii,ements imposed b,, Such goy rrnti~etltal :a.uthorities , f6r tl~., ..orrc~clton, prevention anJ abatement of nuisances or other -violations in, upon or connected vvith the rights gz7anted herein and/or use of the Easc-went Tract by CTANTEE. 7. Ci=<A-NTEF agrccs, stipulates clad fully understands that tfict ptpelines and appurkniant facilities of GRANTFE located in the Easement Tract are "at risk-" CJR,,`~WTEF shall 11I i arrange fr)r thc pipeline(s), appurlen~3.nt t1mlitics, all act'Vvities, and it-n-vovements within the Easofnent Tra~-,t to be adjusted Nvitllin the rasernent Tract io facilitate road Or other cstility . roLssin(,s, at the request of tsP-NNTOR, within ilinery (90) days of notification by ,jR!',NT R to GR,'I NTJ-E by United Sza.ice Mail, c rhi ied, return s-eC il7t r(-quested at E; 14001 Dallas arkway, Smite 1100, Dallas, Texas 7_S240, and the costs assoeaated with t the ac.ijustment oaf the pipclinc(X), appuitcnant facilities, all acti vibes, 11nd Erg-ipvovenients shall bc completely anct .unlcly bornt_ by the GR,11,NTEF,. Notice shzill bu ,jcc:n J delivered to GRANTEE whc°n placed in Cie timicd States N'Tail, cey-fiCied, return rec cipt rcquzsted, as prop idc=d abo ~ t;. wttp~T T C~1 hercbsy r~ crl-ts the rigbt to use tha Eas rped7t Tiar,i for nlI pzai°FoSes c-xcept s_as hcrcin rcstrir~ted. Ci-RANTO shall build no buildings w-ithin the Easement Tract. R ANT )R, withotdt linsitLttion, reservcs (ht right to do oI-lpcrforrn a-,-jy of the follotiwrin. activities thrt may cnarumbC.-r or afTect the Ea.scmcrn TEact: (:d) grr:mt public or private iTfas-of-wav- (b) ,onve, atlicr public or Friti~at~ utility casements that do not unreasonably interfcre with GR_r`wNTFT's permitted use; instal[ and maintain landscaping and aissociatcd irripation, (d) install and t»aintain fcncir QQ (c) pave over the. Facilitics with parking lots, entmnce[vr.l rs, roads, and r;idee~alks ?sung cithc] 'conu,ulu or uspha-lt ma.tca-ials, and (t) make any other use OI the Easement "bract that flocs not unreasonably mterfcmt- with G RA-NTFE's. permitted use_ 9. In the evcnt Gh-ANTh shall discontiru thc use of the Faacihtic.s or othervvise ..abandojl the Facili:t-ic-5 fog- a crnasecatiF-k_ pcri,od of two (Z) ycars, then this E-asrrnent shall Wrainate and be of no further force and effcct and Gi-ANTEE shall file for record in the Real Propcrv~ Nc;cords of Denton Courat,,, Texas, a release of the casem rnt pr,rrt: herein. 10, conoi-.lction 1s --ufjip1ctcd rc,pTiling such nawrat gas Nric-s and ilo7 i-pot,alAle vviAcr line, no work shall be performed by GP- TITEE: tivithiia the. Easenac;r7-t Tr-:act unie~ss pen-nission w pcrform staid m aintcrance -work is gi-eta_ by CIRANTOR, by and through C-ity of Dcnton, City Enoincer, as proviA~d belotiw_ Except In the case of a nasaintenanc o r mcrgcncy v,~hcre such work may be iraitiatcd v ith reasonable notice; (it being undcrstoocl and agreed that, in sorrit case-, the circurnsiances of erncrtocncy may 1101 permit notice to L 1;Vcr Prior to ~:omrncnc-om nj of the repair ;:pork), GRANTEE shall provide a:_.i}U NTOR at lc , rifteer7 (15) calendar days prior v rittcii notice 1Sefore carntnencermmt of any "'vork 'viti"tin the Easement Tract., including, 1xithccut Iirnitatio:i, the initial Construction actt'v'i'[ies' suclh roli~-c, of reques' to umuer the E,isemun't Tvac~ t0 be pro-~rid b., Unilod Sta.tcs lvlai_l, ~ cv: 'ified. fCturcl CCCe;IM rCquc:stcd, to: City ol' Denton, Attention Cite Enf ineu 215 E. '~~Ic~~i2~Tledv Denton, Team 762{)l, «vith copy to Ass) slam Director of as't'-vvater, al the same address. Notice shalt be dcemcc3. deiivered to GPvANTOR when ploced in the Uniied States hiail, ccr-titied;. return zeceipt requested, as providod above. c II_ GRANTEE SUALL AND DOES IIEIEB'Y AGREE. TO E`NDE='sihrIF~'„ HOLD j i-1ARIV-L.E=rS AND DEFEND GRANT0R, 1TS FTEC TM : ji~FICUTAL S, OFFIlCERJ, AGENTS APlf) E MPLa: YFFI*a, l,RW, ANY AND ALL Ts!M IE',S, OR INJURY '0F AINFV tND 'eV£atS`SOE`JER, Ihlr' ~G ~J UI)[I~ WITIdf1Uh L.IN4lTA1ION, DA1VL~GE OR F INJURY CAT SED BY, INCIDENT TO AND RELATEIJ TO THE NEU_k-JEIlCF, OF .ANY KfND, T-~,TF OR , OF GRANTOR, ITS ELL;CTED OFFl"C'IALS, )MCERS, AGENTS ANriOR ?:I YPl O'y'EES, RH-ATE.D TO THE LTSL OR OCCUPATIi)N OF 'I'liE E;A SE`s f`NT TRACT B'Y (3RA_i'\!Tf-EE., ITS C)FFI+ ER13, AClENTS, FI II'LM E-I CONTRACTORS, IN'lTITHE, S. tkNY OTHER lE 1tSON OR PAPTY ACTIN6 UNDER THE R GH"E', AUTHORITY OR M-INW-I~',ION OF GRANTEE, OR AM' IJ"IHER PERSON 01 PAR_IN (CC)LLECTIVELY.. 'ITTF "li' DEXJNI"I'Y 'PARTIES"), (-.-R ACT OF OI+.-1ISSU0N, C'JT I` 4fS ION, OR \''~'RJNGU0JNGJ, OF ANVY KIND, 'I 'VPE OR DE_GR'' L, Of' 7f-lr INDETVINITY2 PA-RTIES, W~MI R_EGA;R OR RELATED TO TrII; MCiETS GRANTED HER-UN, OR THE FAC UTIES, II\' P~NY WAY, l`N1AlxND1 Or, I't"7RM, fNCLUDRN WITHOUT L1N 1F: rlON. THE OhEUVNON, OR P4-1MNTT~ F4A^•ICE 01 TIME FACILMES, AND HE GKANITEL SHALL, AT ITS 0Vv'N Coil AND I:XF'?N S;,_ DEFEND r,lND 1'RUEC"T CM,4-N]T() AG1NS rl\ f' ."1ylE rV `,UCH CLAINIS r~ ~ 1-~ . G!t --WFEE shall ddigently repair any dEimagx to the I'aciEtios on the !-asefnmt Tract cr k N surrounding property and shall completely restore tlpr surfac.R_ of thQ Lascment Tract and s,arruunding real property, if arty,, t(~ its coiidiJon ~X~i~ tiflrg ~ Prior to iY~-% FE~r, s ~acIivitic~s rela.tcd ic) fjF ANTEE's use of the Easement Tract or eKcrcise of flee rights gra.nic-d hcrein. s 13e GRANTEE shall maizitain at all Jrncas and small prc yr do to il" tiN"1'OR proof of thr,following inscarance coverages: General Liabil4v ]nsurancc ill the 'Imount o $1,000,000 to include cn%-era-e for premises/operations, producrsicomplc.ted operations, indcperident contractors and coniracitia! liability, and whem the ea~posurc: exists, Explosion, Collapse and Undergrounw; automobile -'lability Insurancc in the riryaount of S500,000 io inclrpde co~, nugc for all Autos or for C~~~~nedr7:cased j%utos, Non-Owned ~A utos, and Hired Cars: and h:nvironrncntai Imp aiimcnt Li~iboity Ll 1he arnoUllt ct :~t,00Q,(]f)0. -Ml pcli~ie's shall rtarnc ;he City- ut Demon, ` (--xas as an dditio37<`il Insures?. 14, GRANTEE may assign this Eascn)cnt, su6,icr_t to the ;terms hereof and upon ootu[f,in4, GRANTOR in ad'yartcc, in the- rnannr--r provided ,ri Section 10, 4abovc,, and shall. rr,-riu pi liable, aid responsibIc 1-6, all rr_atters occurring, accnjing or related. to tirn~, f.,wriods pTiotr to the effeck"'l- date ofsuch assignment. Aji purported assign-c of this ] ascrncrtt shall provide gall ~s. file t-cqurrcd lnsuraiic(r (;,)average that is sot ' rth -In Para c) gaph B, above, No purported I= ssigntncnt o?' this Lascm.ent or the rights granted herein halt he efl i?4,e «znless .,ind until C such ir1surat C0 r,a~erar=r~, and proor thcrcof, is provided w GRANTOR- hy' Jnc purported assignee of GRA1,4TEF, 15, The Easement is conveyed atld acc~,pted subject to Lill encumbrances, covenants, casements and other rnitters vitiether of record in the Real Propcoy Rccords of Dcnton County, Texas or not of ri,ccjrd. GRANTEE represents and ~.varrants to (iRANITOR that it I has made mi indepemdQnt inspection and evralua:alun of the 1-ascmcnt Tract and die 'title to i same and the ability and lcga[ authority of Cilt,\NTOR to (--_xecutc and &,liver thk Eascment I find acknowledges that GTR-,kNT0,R has made no statements or representations concc iing?he prescrnt or t;ature -'clue of t']e Easeiricnt Tract, the stag: of tiilc of the Fascinerni- ra3cf, or the ronditiosn, includir;p the environmental condition of the Easmicut Tract or the ab_il;t.y and ~I legal a1athunt_y of ( Rl,,' NITOR to exocaatc and (J l-h per this Easeztnent to GRANTEE. F`1RTHER, CTRA-NITOR MAKES N10 'REPRESENTATIONS OR ~ 'eNd. 1F i 'l I:~.T DE'`IFI , EXTIPLESSE D, STATCTORY, OR IMPLIED, INCLUDING, BUT 1,VJTH0'i~IT LIMITS --ION, AS TO THY 1-~l?SC-`IZIPTION1 TI'rL,E, l[I> ~'/.L~JE, QUALF Y, PIV.,'SICAI AND L;N\~lR0 NTv!EN"1'!,I CONDITION OF THE EASEMENT TRACT AND/OR [vIATLRMLS CONTAIN FD OR LOCATED IN, ON OR, UNDER 'ITIE EASEMENT TR-ACT, THE NATURF 01F THE PAST OR PHSTORIC IJSE O THE 1 I SFMIEN1T TRACT, 1\4HRCH N"}:ABUTY OR FITNESS '-'O; PUR.P SF ( ANY O T14 1='. EMI~NIT TR.A+_'T OP, 'II-IF ABILITY AND LE'fjAI, AUMI( RITY T() ;`;XEC'UTF, AIM, IJLI_IVER MIS L SF ,1ENT. GRANTEE fia_rthcr ackrmvli-dces thai, in accepting this EasUrneni, if has relied solely upon it in~dcp~ rodent v,alumio n ,and e,Namimwon of the 1:ascmciit djrd puLlic recuTds rciating to ,he €-aSCUOCntTMCI ind (he independent evaluatioias ai7d studics based the em-j, G-Rr ~NTOR rx;ulcs no uar,anty or reT;resentatiata as tc the LCC-Ur:aUy, ror-nhlct..-mess or usefulness of any mforniation furnished to GUI TE-E, if ally' ~srhethcr wrmished by R: _N I'fyR_ or -,my kh?rd pall-;y. GR-,k-NT,)R, sts officers, cmployeQ-, ,rCtrd C}f lcia1s, indcple xlcm can mciors, acid agent's vssunie no [Lability for the raccura v, Conlplcicness o: usefr;lnl -ss of,,-my nmlL-real furnished b GR-A 1TOR, if any, or an.v of lis offlc.crs, employees, elected officials, independcnt contractors amlbr agcros, anc"IOr atly other parson or party, if any and GkANTEE he'r&v relcasii-s si-2ch t~ Lies from anc3 paint any C1,JMS TCfated to such maUcrs. Reliance can yin; ml itc_rial so Aimishcd shall not -ivc rise to any cause, el.a-im .:)r action against CiR.&N'1C0 R, its officers, employees, clu,!ed officials, indepen&-n[ eontractoa's an&'or agonts, and any such reliance shall b7- at CiR-i"A tiITEE's sale nsF, THL, t'0N'VL4'ANCE O THIS E,,',,EI FNT `~TIALL BE ON A "-WHERE IS", "!As I r`'aND ,]VITH ALL F,-' IULTU" BASTS, !INLI SIBA L. BE V ITHOT)`i' RURESENTATION OP, "WARRANT TY, I XI'RE'S- SED, STATUTORY OR INVLPLIM, NI CLUDING, PUT vVITHOUT LVY1JTATf0N, A T~ ITH-E, THE I~~~CRIPTION, PHYSICAL AND IIIV1R0l-k1FNTAL eCONDYTION OF TIIT~ FASEMENT TRACT A,-ND/OR MA'2TMAL,q CONTAFNED° OR LOO -r'I Ef) iN, N OR U1 D1TIIE_ EA,SFXJ:hNT TRACT, T.HE N ,TURF OF THE PtlSI- OR, HISTORIC U~'E OF THE '-A SFN.1 (SIT TlZ-,kCT. QUALITY, VALUE, FI"INE;: F. Otk P tIRI1C~s,1J, MERCHANT'ABHUT Y, T11F ,"'P-ILITY AND LEG,M- _,VU1'N~,0RT T TG XEFUTE ANE, ~DELIVER THIS I;ASE&l ENT, OR OTIIERWISE. MGR-,hI°`d'i LE ha.. satisfied IYscif as to the Citle, type, condition, quality and ea-Lent of the prop crty a~ld propcny.• nterests, the Easr_rncnt Trans-. i 16. It is agreed that this Agreement covers and incl:aades all the agr( come-nts be-Woce)i thw, parties respecting the matters set forth herein and that no representation or sudcnicnts, verbal C or wll.t-€:I], have been made modifying, ad(- ig t0, cw chcmgirig die terms of dis AWcernenL { I The rights and Wgahons set torth in this Easement shali bind and inure to die henefit of thc successors and assigns of GsrANTOP' and GRANTEE and shall rum with the Land, so as to 4 henefit and burden t;-ie fzr u e owners of any diect or irlalireet immest in the real property encumbered by Wis Easement_ T0 1 V AND TO IIOLD tango i .IANTHE, its successors and assigns, so long is the right's and easement- hercin granted shall hive not M n ahandorcd -as provided herein, for the pt_1rpusc herein granted, In TEM;uy01` Y `e,VIHET2,LOF, thf_ Pr3--ies herein }ta~~e cxcea~t d this Agr(-cinent this Ole ray of 2010 f,'ity of Trenton, Texas ,-k Texas Municipal Corporation j: By: Citl, `4 tjrlagCr )EN7 FFI 'WAAJERE, `,IT' SECRI✓"1`,3 N' Z777- 717111' 71,1-.' 7 1~.ItiIT1 BUFtU ` S, "IT`r' AT-! ORNE`t'' f GRANTEE Maya CAI Gas (USA) inc. D,1"I" "v,-1 re r-orpc)f at i011 14001 Dallas Park av, Suite 11,00 Ua0q- ,texas 5240 By T itl~; This instrument e vas a kno,,vlcJgcd before me on ?010, by George C. Car-rpbf-Il, C itt° lVanager- of tlm City o1 Dc„nton, on hch~ilf of we CRY of Won, I Given under my hand and seal of oMrf~ this day of 2 ~J f Notary Public l PKnwd Name f~,ly (:on rflisslon expires: I I fk A I E OF TEXAS finis inyl,i~171Wni Baas k_r~o~ `l~d+~c1 b(.foro me on )0i0 by, _ _of Encan:i W k 1 gas (USA) Inc., a Dela,W- ru r-crporation, on bcllalf cif said corporaticrl. `-jivers under nay hand and scat of office this 2010_ '~Ic~tar5, !'uY31ic _ UE&AA a JI HELL rr P7 .r11 a p~Jntc?d Na c My Commission cxplrclo: r 13' r'~,.FTERREC01'E.l;ID,.E-,I Tx-M a L S l nc p3 .4li `3Gi(3 rQs f E as i` II ]1CkQ~ 7 ''`a St r;~~`, hNSEe s~ u ii 77 7-- Es',1 Cc;por91, 1.1 Far'•rw3y, EJlt' 'CC -",s-'ms.':=~ uli •J~'J-M1~~~O r;f6c0,1 , 61 Lb r~Hf"'tia's'.rry'ng,[nm• 69x:317.-'yy-?63f }EXHIBIT "1" 501'cut lVide , Tf`G•ppseCs r'ert--J)araena E.asennent - 0J)40 acreq ("-,750 Square feet) C7uto[ cil5 0 Derrun Rralaspta v anu-h "',Va.NLr Reclamation Plar't Rlor_k 1, Lot 1 Cabinet R, Pdt;c 365 Plat R ccords of Denton County, Tt:Xas DESCRIPTION of 0 040 acres (1,750 sgL.xe feet) of lava being a tlity fow (Set') wide Proposed Per7nancnt Easement, situated ir, the T & Y. K.K. Stvrvey, Ab~s7act Nc. ]3111, lDcntun C catty, J cxas, aad tieing a pc-Mors of the fml p?at cf Robson RancSi Warcr Reelam:atfon Plant, 1?Iosr_ 1, Lot 1, recorded m Cabinet R Page 365, ofthe t Plat Records of r7antar. Court y, Texa;, (P.R,D,(_'.T.) said Block 1, Lot 1 currently c%%ncd by the C:r: of Denton (decd recorded m Docomer,f No. 2007-299(7 of the decd records cat`Dc ton County, Texas). Said 0.040 acre (1350 tiquare Feet) fiftp' fact vide PmPo~ed Pcrrnnncnl FasNment hrinu norc pzrticululy d sc b?d h}' ri?te, a}d touncis as fo7lows' C tDNEMENCTNdG at a iron r:)d four l call--d to be at the oLthwcst a:mer of the '1 LL P R.R. Srtrvc' rtbst.act No. 1371 ( ?,Itt1,133.117, X-2,346,020_s3j ott sei.l fIaal plat o,Mloc_l 1, Let 1 and helm at a-) angle point in the West lint of a tract of 1am.1 (lescnbcd m decd to Robson Denton Develtmment, L.P., recorded in V:flume 4;73, Pag,_: 2l fi of the iced Records of-Dcn!on, County, Texas (D R,D.C T.); THENCL: North 00 De gYrocs 31 Minutcs 59 Sccands Wes'% v.ith the west lme of said Robson Denton i D,-hpm_nt, L.P. Tract, a distance r_,C 2LIP.1'? feet to a point far corner THENCE: North 1S9 I7ekrces 19 Nftuwtcs IS Seecrnds Easy., e,ecand across said Robson Denton Develop ent, L.Y. Tract, n distance of 55, 74 Ccet to n paint for comer in rhC'R'Cst tine of said Block 1 , Lot 1: THFNC F: South $9 Drkrccs 59 iirnutes 13 Seconds East, continuing ~s"ith the sc•est line of said I3leck I, Lot a distance of '0.00 fret to 1,11E POINT OF REr-r,;,41NG (Y-7,101,38'400 1{=2,346,124.26); THENCE, North G0 Degrees 33 Niinutes 33 SeCeniS %Vest, ctvcrand across said Block_ 1, Loa 1, a di_;iance of- -1 5,CJC Feet to a point for come:; in the north liae of said Blocx 1, l.ut 1 THENCE: South 8,') D grew 5v 1•vfinutes 1 3 iecti nc{s bast, '.vith said north tin _ :a ~iisLtirs: e of 5[`t CIO f ee! to a I print for comer; hHENC6: South 00 DcgrOCS 33 ',4lmurc5 i 7 Seconds East, nv, it and across said Block 1, Lot 1, a diStnnC6 of 35.0t) Meet -o a point far corner in the crest line of-53iC Block 1, Lot 1; TfiENCT': North 89 Degrees 59 mutcs 13 Second>- West, w[ta slid west lore, a distance of 50.+Jo fc-ct to the POINT DC' 43Sir~»'t l:W~~IC; and contauimn 0.0-3® acres (1,720 square f,:cQ of lLmd more c r less, NOTE' A Sunce}~ Plat reprsscn~mr=.a ~f~hi~ imnge of this duscripi~rn sry~l~~d s; City of Drmm~, F'e' N" 7 01 2 aacompantes tiis documer'. The Basts of Bcaring 5 Tcxa; State Plane Cot,rdinate 5ystcetl, Lone 420?, and NAD U. This c`escmption -nd the 2-0COmpanying Survoy Pla' were prepared from re cord data furnished by the client and vvas done wi bout the benefit of a Title lfepaort. Sun'cy'or aas made uu rote-stigation or search for casements or ot:rcr matters of record that a T(tlc Rcpor, caould disclose and this snrdcy does n )t represent a warrant}' of title Gr a '_'uaraz7tue of owncrs]-tip. I, Ted A G-sci% do 1=c1ty state that the bovc and f Tcgom_g dcscriptioa was pry pared frotr9 a 3~n c.,• rnAdc on t;!C ground, urA-r my ditectiort sod supcrti isian dun ig multiple molltas 6f 200S-2010. ,sr+ Tea A. Gossett Registered lY Protessitinal lard snn"cvor r~ ILE) CCSSI 7 St7tc of T exas No- Jy`,3I February -"J lC ~cr 09"~ Job I u ,i509S ~}ydQ ~ssi r. rs i JOt ~ e"l~s~C1803E fat i i t 1 I~ FXH1131 f B T.c P. R.R. A --1,301 FbFjSON CEJrTOrS DC'FElC1a0:IF°dT. LP. v6:L taC Sg73 P.M.E ,'S Sit' Y,'1OE Pr?L FpSF~ PERl~IE11T - - UErIE?tT I.'IlE F'L21~.'IN!_ 0.ST,M, LS N X3333 W 35,00 L2 .89'59'71° E Y3.C•u - L3 5 0733'3 E 35-OC Lx: H e9'59 13` Yt 5,7-Cd' { I 50' AIDE PROPOSED PEf21,tANENT C.AnC}AENT STING Eh ERPRISE O.Oav ~rRCS (1 SO 5Q. FT.) ~EaSE ?ENT waa Iv'15 E .5.~-i') , POINT OF KGIPl INS Y n 7 701 ' °d;~ thT .S' 'R lf! E7` LCfd(` 97" t _ j ROoSOFJ RAfJCH WATER RECLN.IATION Pl, NJ4 [ HLOCK 1. LOT 1 a - CABINET R. PA~;E C65 .i P.R.C G 1. z (CUR?ENT CY'NLR: CITY OF EENTON CGCUF.~EN7 NO. :007-20087 C.R.C.-1.',) 'C.!,i.) 5/1" I, R.F, fJJJ 'D S7U7},rM'E."T COR•ND OF .l T, h P RR SLIRV`c1' A-: ".01 1,- CApj'aFT .T P.,,.^.E 755 3IIIY P,R D'6-, Y a 7 C. 1, 937.19 2 3-'-A y''U.83 LAT : ~3•p4 38 22' - L.C~G 9T 15'S 9.Cd1° AP RCiXIFLINE - - - - - - -AP V' ! LNG A-- 1568 i a7 0 1o eo ao 1z~ rst Ea q ~ C. m.-Ci7 RTRCL VA0NU0.1ElfF LE CENLr GO FEET F.O.G.CT-PT.T FRECOR~ +-'NC oc~.z ~i.unlr Itx,%5 0 R.O.G.T,-O= RECORDS OF OEAPOM COU•1Tl 1'E'i/v' I,R,F.-IRCH RCO FcukIn +'EC7 A rrritton dns ,,lan of tIV's Sunny vra! Fty,4rd rs C!"i Or D[L'70P', ? )`RICCATFS RECORD BEAPtNS, p1ST✓'NCES dID 'AONLUUjT.S° r r pages 1 a! accomparr'os tr4,'s dxu~rcnt.7Fe Qasrs• of Bveri~Q is Terca. rEtd.._ a lc La Fk~n,~ Coardmata S,Uriam, Zorn J2J2, YLQD 8?, Rds surv y plat .•ora Rrepcrcar /'am ~ecvn7 Ocia rum,shod by tic e!'anP nd r✓as don. rwi fhc~ut th9 `:r 4 b..~ort r( a "t' Rem. L S~~r•sycY 409 made rra f"af~Jll Or ;MOr_h /or ,~ij aasamun is q~ cL^,ar mplldr, o! ra,^arc7 that c Tt .+n,,ld d'rckse artd f this s.~rmY does not rvprc+sanP c emman `,y Qf UGC or a pwacnfov of - a nnursh~p. { 7ud Gas fa do b-rn , state 'net thv ❑tx- and tong rl -a-'y pfa.' PACE 2 CF 2 I~ rres prvGarvd from a survuy mock an !hc ground, Lnd.r rnr drrr L'pn and r SL'pet1~S',nn dr-r_ r" the of 2009 -mow FfvLs^'61~S+s~ I~ 5`"Cr pFtp rF; 2 aiZ~4?3 1 0 ` F fir,F s - k 3 6aL" F~ N ! ~ ~ t C arr a 5~ L a d 1 ~ / ~ / ,•l'~ fl ~ T E Q A G i~ ~ ETTC~I r~ ~~5~ 7'/+ ? ~i'~'P [~'h?~-7Z R~°°..~v1,.11 ~ t J' ,~t~r'if i~~~" s 1 I r1 rL Ga s..1r ' < - @y!' &r'~ J'd x n .A`AC rv r7agisisral P~ofeasonc! 1. cr.d 5-~r,royor r N d d 1 P ti ~l E T Efate or rn as fro s~sr F~ ~E 51° C' r1'_ h r. PI°sxpaa_dl tl-sa '._Jabt C / ~ ¢ T+ UFa A yen t.~n C©~nlv, r`ezas ° 2/1sn n„ rv.:,r ocr7ob cRas9,rsc r._ J ' e.ran by TFc hec4:e 6 -7777 •~z NORTH WY 173 OOP 288 BEA L w C L4 _ C F< W > Wm o J JACKS N ~Q A ~ _o - w ~ a DENTON r o' UNIVERS TY Z DOWNTOWN Z GO v Z JIM C I AL m G) m SC 92 _ OAK L C Q z P I T.N. SKIL S AIRPORT ~ '--TOM COLE ~ M z METR WI O mi _ E w J U) p O P AMYX OOI / J RO ELAWN Q v of / M 2449 HOBSON - w INTAGE m z H. LIVELY a - z SE BORN = N 0b ` y pli U U 'A U z G' CREEK I, v 0 DLE SITE ALLREO _O~~QJm` I I t s RASH CREEK HICK Y CF , E LL JOHNSON 40 O P ti `VZ s E ON RANCH C. AWFOR o ~1?0 _ TE ~ - GRAM', I a0'i L HICKORY HILL ~ l J J 2 LOCATION MAP ,J& NORTH I its t "ri" r S f t YIYaYt"4:1Lfi~. ti 1 I Iwo I r „ ~y i i NTS SITE MAP AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Economic Development CM: George A. Campbell, City Manager SUBJECT Consider appointment of Dr. Lane Rawlins to the City's Economic Development Partnership Board. BACKGROUND The Economic Development Partnership (EDP) Board is comprised of seven members. The ordinance establishing the EDP Board provides that: • Two members shall be City Council members at the time of their appointment, • Two members shall be members of the Chamber Board of Directors at the time of their appointment, • Two members shall be, or be employed by, a top twenty City of Denton ad valorem or sales tax payer, and • One member will be the President of UNT or a UNT faculty or staff member designated by the President. The ordinance further describes the requirements of the UNT appointment stating, "Such member need not reside in the City of Denton and is not restricted to the three term limits. However, such member must be appointed by the City Council for each term." Dr. Lane Rawlins is currently serving as the Interim President of UNT and has indicated his desire to serve on the EDP Board in the position vacated by Dr. Gretchen Bataille. Approval of this appointment will allow Dr. Rawlins to represent UNT on the EDP Board until the President's position has been filled. Respectfully submitted: 1 Linda Ratliff, Director Economic Development Department -1- This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Vance Kemler 349-8044 ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of residential refuse and recycling carts by way of an interlocal agreement with the City of Denton; and providing an effective date (File 4526-Residential Refuse and Recycling Carts for the Solid Waste Division awarded to Rehrig Pacific Company in the amount of $115,456). FILE INFORMATION The Solid Waste Department must purchase additional residential refuse and recycling carts due to the residential growth in Denton, and to serve the newly annexed areas within the city. Sixty- five (65) gallon carts are being ordered because these are the standard sizes the City of Denton places at residences for service and are the most frequently requested size. As of June 1, 2010, the Solid Waste Department cart inventory has dropped below the ability to serve 600 new homes. The carts are equipped with Radio Frequency Identification (RFID) tags for monitoring service frequency and location purposes. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item will be considered by the Public Utilities Board at their June 14 meeting. RECOMMENDATION Award the purchase of 2592 refuse carts and 2592 recycling carts to Rehrig Pacific Company in the amount of $115,456. Due the nature of the specially designed in-molded graphics on the lid and the cart, and due to staff's desire to work toward developing standardization in the department's refuse and recycling cart inventories, staff recommends the purchase from Rehrig Pacific Company from Buy Board contract#287-08. PRINCIPAL PLACE OF BUSINESS Rehrig Pacific Company Dallas, TX Agenda Information Sheet June 15, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT Delivery of the carts is estimated to three (3) weeks from placement of order. FISCAL INFORMATION This project will be funded from account 660028592. 131553010 in the amount of $59,024 for the recycling carts, account 660038592.1355.30100 in the amount of $19,702.42 and account 660038591.1355.30100 in the amount of $36,729.58 for the refuse carts. Requisition 98909 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Rehrig Quotes Respectfully submitted: y Bryan Langley, 349-7100 Director of Finance 1 .CIS-File 426 Exhibit 1 f June 1, 2010 t zr,.. i 10 Kevin Goodman City of Denton 1527 S. Mayhill Road Denton, TX 76208 Dear Kevin, Thank you for another opportunity to quote our 65 gallon carts with RFID tags for _vour refuse cart needs. The pricing below reflects a quote Pram t` 'The fee for BuvBoard is included in our cart price. I have listed a detailed quotation below for your review: Fart Quantity Price Total 65 Gallon Roll Out Cart 1,296 $40.50 $52,48.00 RFH) Tags (UHF) 1,296 $1.50 $1,944.00 Freight (F.O.B Desoto, KS): 2 $1,000 $2,000.00 TOTAL $56,432.00 k Quote is valid for 30 days. If you have any questions regarding the above quotation you can contact me at (262)947-5957. Thanks in advance: for considering Rehrig Pacific. Sincerely, Christal BUM Envirenniental Customer Service Rehrig Pacific Company Direct 262-947 -5957 Email: ,izc June 1, 2010 t Kevin Goodman City of Denton 1527 S. Mayliill Road Denton, TX 76205 Dear Kevin, Thank you for another opportunity to quote, our 65 gallon carts with IML labels and RFTD tags for your recycling cart, needs. The pricing below reflects a quote frorii The fee for BuyBoard is included in our cart price. I have listed a detailed quotation below for your review: Part Quantity Price Total 65 Gallon Roll Out Cart 1,296 $40.50 $52,488.00 9x14 IML labels 1,296 $2.00 $2,592.00 R1,TD Tags (UHF) 1,296 $1.50 $1,944.00 Freight (F.O.B Desoto, KS). 2 $1,000 $2,000.00 TOTAL $59,024.00 " Quote is valid for 30 days. If you have any questions regarding the above quotation you can contact meat (262) 947-5957. Thanks iri advance for considering Rehrig Pacific. sincerely, Christal Blaine Enviroiirnental Customer Service Rehrig Pacific; Company Direct: 2.62-947-5957 Emal1: ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE ORDER THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR THE ACQUISITION OF RESIDENTIAL REFUSE AND RECYCLING CARTS BY WAY OF AN INTERLOCAL AGREEMENT WITH THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (FILE 4526- RESIDENTIAL REFUSE AND RECYCLING CARTS FOR THE SOLID WASTE DIVISION AWARDED TO REHRIG PACIFIC COMPANY IN THE AMOUNT OF $115,456). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number" referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 4526 Rehrig Pacific Company $115,456 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY S i k 4 BY: 3-ORD-File 4526 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Planning and Development ACM: Fred Greene, 349-8354 SUBJECT - Nov Facility First State Bank (S10-0001) Specific Use Permit (SUP) to allow a four-lane drive-thru facility as part of a 4,524 sq. ft. proposed bank project on property within a Neighborhood Residential Mixed Use (NRMU) zoning district. The 0.949 acre site is located approximately 250 feet west of the intersection of Teasley Lane (FM 2181) and Lillian Miller Parkway. BACKGROUND The proposed First State Bank is defined as Professional Services and Offices in the Denton Development Code (DDC). This use is permitted by-right; however, the drive-thru portion of the development requires an SUP per Subchapter 5 of the DDC. The applicant proposes a four- lane drive-thru and a pass-thru lane to the rear of the 4,524 sq. ft. proposed bank facility. The property has historically been vacant except for an access easement and drive providing ingress/egress to the CVS pharmacy to the east. The subject property was part of an approved preliminary plat (PP02-0047), which has since expired. Several final plats have resulted from the overall parent tract including the CVS (FP03-0028) at the corner of Teasley Lane and Lillian Miller Parkway and the Denton Area Teachers Credit Union (DATCU) bank (FP03-0043) to the south of the CVS. The DDC requires that a drive-thru facility have Specific Use Permit (SUP) approval when located within the NRMU zoning district. PRIOR ACTION/REVIEW 1. S 10-0001 P&Z April 28, 2010 2. PP02-0047 Expired Preliminary Plat OPTIONS 1. Recommend approval as submitted. 2. Recommend denial. 3. Postpone consideration. 4. Table item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL of this specific use permit, as conditioned (6-0). The Development Review Committee recommends APPROVAL of this specific use permit request, as conditioned. 1 EXHIBITS 1. Site Location/Aerial Map 2. Zoning Map 3. Future Land Use Map 4. Site Plan 5. Letter from the Applicant 6. Responses from Property Owners within 200 feet 7. Planning and Zoning Commission Minutes from April 28, 2010 8. Ordinance Prepared by: Erica Marohnic, AICP Senior Planner Respectfully submitted: Mark Cunningham, AICP, CPM Planning and Development Department Director 2 CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P&Z Date: April 28, 2010 TYPE: Specific Use Permit (SUP) CC Date: June 15, 2010 PROJECT S10-0001 Project Number: S10-0001 Request: Specific Use Permit (SUP) to allow a four-lane drive-thru facility as part of a 4,524 sq. ft. proposed bank facility on property within a Neighborhood Residential Mixed Use (NRMU) zoning district. Applicant: First State Bank Marty Rivers 400 W. Oak Denton, Texas 76201 Property Owner: Teasley Commons, Ltd 2925 Country Club Rd., Ste. 106 Denton, Texas 76210 Location: The property is approximately 250 feet west of the intersection of Teasley Lane (FM 2181) and Lillian Miller Parkway. Size: 0. 949 acres Zoning Designation: Neighborhood Residential Mixed Use (NRMU) Future Land Use: Existing Land Use Case Planner: Erica Marohnic DRC Recommendation: The Planning and Zoning Commission recommends APPROVAL of this SUP, as conditioned (6-0). The Development Review Committee recommends APPROVAL of this SUP, as conditioned. Summary of Analysis: The property has historically been vacant except for an access easement and drive providing ingress/egress to the CVS pharmacy to the east. The subject property was part of an approved preliminary plat (PP02-0047), which has since expired. Several final plats have resulted from the overall parent tract including the CVS (FP03-0028) at the corner of Teasley Lane and Lillian Miller Parkway and Denton Area Teachers Credit Union (DATCU) (FP03-0043) to the south of the CVS. The Denton Development Code (DDC) requires that a drive-thru facility obtain Specific Use Permit (SUP) approval when located within the NRMU zoning district. DRC Findings/Recoimnendation Page 1 of 17 6111 2010 8:00:00 AM Case#: S10-0001 The proposed First State Bank is considered to be a Professional Services and Offices use which is permitted by-right; however, the drive-thru portion of the development requires an SUP per Subchapter 5 of the DDC. The applicant proposes a four-lane drive-thru to the rear of the 4,524 sq. ft. proposed bank facility. The drive-thru's hours of operation are proposed to be 8:00 AM to 6:00 PM, Monday through Friday, and 8:00 AM to 12:00 PM on Saturdays. This information is noted on the site plan. In conjunction with the requested SUP, an Alternative Development Plan (ADP) was sought and approved by the Planning and Zoning Commission at their meeting on April 28, 2010. The applicant sought to deviate from Section 35.13.10.C.2, Screening at Right qf--way, and 35.13.13.3.C.3, General Regulations where Front Parking is Allowed (ADP 10-000 1). A neighborhood meeting was held at Sam Houston Elementary School on Wednesday, April 7, 2010 at 6:00 PM. There were four persons in attendance, including City Staff the Elementary School principal and family members of another First State Bank staff. Since no area property owners or residents attended this meeting, the meeting was concluded at 6:30 PM. The president of First State Bank has provided staff with information regarding his attempts to engage the public in relation to the proposed SUP. This information is provided below: • March 24, 2010: Met with Teresa Andress (Principal) and Jennifer Smith (Assistant Principal) with Sam Houston Elementary to discuss the project. They voiced no concerns or objections. • April 2, 2010: Met with the Sam Houston Elementary PTA Executive Board About IS parents were in attendance. No concerns or objections regarding this project were voiced • April 7, 2010: Held Neighborhood meeting at Sam Houston Elementary. 93 letters were sent out to area residents and businesses including the addresses within the 200' and 500' radius. Four people showed up to the meeting none of which were opposed to the project. To date I have received three phone calls regarding this project. Two of the calls were residents in support. The other phone call was from Lynne Thompson, President of the Hunters Ridge HOA. She was confused as to where the project was located When I explained to her that is was not adjacent to Hunters Ridge (and was across the street) she stated that they would not be opposed to the project. Eight (8) notices were sent to property owners within 200 feet of the subject site on Thursday, April 15, 2010. Staff has received one response in favor and one response in opposition to the required from property owners within 200 feet of the subject site (Exhibit 6). Findings of Fact 1. The request is for a Specific Use Permit (SUP) for the proposed development of a 4,524 sq. ft. bank facility with an attached 2,600 sq. ft. drive-thru canopy to accommodate a four-lane drive-thru and pass through lane on approximately 0.949 acres within the Neighborhood Residential Mixed Use (NRMU) zoning district. 2. The property has historically been vacant except for an access easement and drive providing ingress/egress to the CVS pharmacy to the east. 3. The subject property is undeveloped and unplatted. DRC Findings/Recommendation Page 2 of 17 6111 2010 8:00:00 AM Case#: 510-0001 4. The subject site is within the Existing Land Use future land use category which includes existing residential uses and new infill compatibility. New development should respond to existing development with compatible land uses patterns and design standards. The plan recommends that existing neighborhoods within the city be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service and commercial land uses is allowed. 5. The NRMU zoning district is within the Neighborhood Residential group of zoning districts whose intent is to preserve and protect existing neighborhoods to ensure that any new development is compatible with the existing land uses, patterns and design standards. This district has seven zoning districts within its land use category. These include Neighborhood Residential 1 (NR-1), Neighborhood Residential 2 (NR-2), Neighborhood Residential 3 (NR-3), Neighborhood Residential 4 (NR-4), Neighborhood Residential 6 (NR-6), Neighborhood Residential Mixed Use 12 (NRMU-12) and Neighborhood Residential Mixed Use (NRMU). 6. Adjacent zoning districts include Neighborhood Residential Mixed Use (NRMU) to the north, south, east and west of the subject site. 7. The surrounding area is developed to the north, east, west and south with uses including single-family homes to the north, Sam Houston Elementary School to the west, CVS to the east and DATCU and the South Branch Library to the south. 8. The subject site is not located within any special overlay districts or areas of concern. 9. There are no planned public improvements for potable water, sanitary sewer, and drainage or transportation facilities serving the subject site beyond right-of-way dedication and a detention pond off-site. 10. Teasley Lane (F.M. 2181) is classified as a Primary Major Arterial per the City's Mobility Plan which requires 135 feet of right-of-way. 11. The subject site has frontage along Teasley Lane (F.M. 2181) with one shared driveway present on Teasley Lane. 12. An existing 8 inch potable water main along Teasley Lane (along north side of property). will serve the subject site. 13. Sewer is available by extending the existing 8 inch main along Teasley Lane (along north side of property). This main ends near the property line of the parent tract, and would have to be extended eastward toward the proposed site. Alternatively, sewer is available from the existing 8 inch main along Teasley Lane (along east side of parent tract) that goes south. The existing 12 inch main along the north side of the property is a force main and is not available for gravity service 14. Extensions existing sewer facilities will be required for development of the subject site. Additionally, right-of-way dedication, easement dedications, corner clip dedication, cost participation for signalization and possible street improvements will be required at the time development occurs. Additionally, pedestrian access in the form of a 5 foot sidewalk construction will be required along the site's frontage DRC Findings/Recoimnendation Page 3 of 17 6111 2010 8:00:00 AM Case#: S10-0001 15. Anticipated water demand is approximately 1 gallons per minute (GPM). 16. Anticipated wastewater demand is approximately 1 GPM. 17. Anticipated storm water demand is approximately 7.3 cubic feet per second (CFS). 18. Anticipated transportation demand is less than 670 vehicle trips per day. Development Review Committee Based upon the information provided by the applicant and a recent site visit, the Development Review Committee finds that with the recommended conditions the request IS CONSISTENT with the surrounding land uses and general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT with the Denton Development Code. The Development Review Committee recommends APPROVAL of this specific use permit request, subject to the following conditions: 1. This Specific Use Permit shall only be for the proposed four-lane drive-thru with one pass-thru lane in association with the proposed 4,524 sq. ft. bank facility as shown and described in Exhibit 4: Site Plan and Landscape Plan. 2. The proposed 4,524 sq. ft. bank facility's drive-thru shall be limited to the hours of operation stated by the applicant: 8:00 AM to 6:00 PM, Monday through Friday, and 8:00 AM to 12:00 PM on Saturdays. GENERAL NOTES VOTE: 1-approval of this request shall not constitute a waiver or variance fern any applicable development requirement unless spec{fically noted in the conditions of approval and consistent with the Denton Development Code. VOTE: .1111iwitten comments made in the application an d subsequent submissions of igform on made during the application review process, which are on file with the CitJ, gfDenton, shall be consi(Icred to be binding upon the applicant, provided such comments are not at variance with the Denton Phm. Dorton Development Code or other dci clopment regulations in effect at the time of developmcrrt Section 35.6.4, Approval Criteria: A Specific Use Permit (SUP) may be granted if the City Council finds that the proposed use conforms, or can be made to conform through the imposition of conditions, with the following approval criteria. An SUP shall be issued only if all of the following conditions have been met: 1. That the specific use will be compatible with and not injurious to the use and enjoyment of other property nor significantly diminish or impair property values within the immediate vicinity; The operation of the drive-thru should not diminish or impair property values in the immediate vicinity as the proposed bank with drive-thru is located within a commercial area and similar uses are in existence. 2. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property; DRC Findings/Recoimnendation Page 4 of 17 6111 2010 8:00:00 AM Case#: SIO-0001 The subject property is being designed to complement the existing surrounding uses. Improvements for the subject property will be in cooperation with the future development of the adjacent vacant property. 3. That adequate utilities, access roads, drainage and other necessary supporting facilities have been or will be provided; All required infrastructure dedications, extensions and construction will be required atplatting. 4. The design, location and arrangement of all driveways and parking spaces provides for the safe and convenient movement of vehicular and pedestrian traffic without adversely affecting the general public or adjacent developments; All proposed driveways and parking spaces will be required to meet the requirements of the City of Denton at the time or site plan review. An ADP is required for landscaping where front parking is allowed, Section 35.13.13 .3.C.3.a. 5. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration; Adequate nuisance prevention measures will be taken at the time of construction. No odors, dust, noise or vibration will occur after initial construction. 6. That directional lighting will be provided so as not to disturb or adversely affect neighboring properties; and Proposed lighting will not adversely affect neighboring properties and will meet the requirements of the ITC. 7. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. All landscaping and screening requirements per the ITC will be met unless modified by andADP. Surrounding Zoning Designations and Current Land Use Activity: Northwest: North: Northeast: NR-3, Residential NRMU, Undeveloped NRMU, Professional Offices and Sen-ices West: Subject Property: East: NRMU, Undeveloped & Sam NRMU, Undeveloped NRMU, CVS & Professional Offices Houston Elementa r School and Services Southwest: South: Southeast: NRMU and NR-3, Undeveloped & NRMU, Undeveloped and South NRMU, Professional Offices and Sam Houston Elementar5r School Branch Librar5r and Fire Station No. Services 6 Source: City ofDenton Geographicallnformation System and site visit by City staff Comprehensive Plan: A. Consistency with Goals, Objectives and Strategies The subject site is within the Existing Land Use future land use category which includes existing residential uses and new infill compatibility. New development should respond DRC Findings/Recommendation Page 5 of 17 6111 2010 8:00:00 AM Case#: S10-0001 to existing development with compatible land uses patterns and design standards. The plan recommends that existing neighborhoods within the city be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service and commercial land uses is allowed. B. Land Use Analysis The NRMU zoning district is within the Neighborhood Residential group of zoning districts whose intent is to preserve and protect existing neighborhoods to ensure that any new development is compatible with the existing land uses, patterns and design standards. This district has seven zoning districts within its land use category. These include Neighborhood Residential 1 (NR-1), Neighborhood Residential 2 (NR-2), Neighborhood Residential 3 (NR-3), Neighborhood Residential 4 (NR-4), Neighborhood Residential 6 (NR-6), Neighborhood Residential Mixed Use 12 (NRMU-12) and Neighborhood Residential Mixed Use (NRMU). Nearest Fire and EMS Station Name of Station Approximate Distance From Subject Property Fire/EMS Fire Station No. 6 >1 mile Source: City ofDenton GP , Fire Departruent, and E_ P Water and Wastewater Demand and Capacity: A. Estimated Demand and Service Provider: Subject Property Estimated Im act Analysis 0.949 f acres Proposed Demand Adequate to Serve (Yes or No) Potable Water 1 GPM Yes Consumption (GPD) Wastewater 1 GPM Yes Generation (GPD) B. Available Capacity: An existing 8 inch potable water main along Teasley Lane (along north side of property) will serve the subject site. Sewer is available by extending the existing 8 inch main along Teasley Lane (along north side of property). This main ends near the property line of the parent tract, and would have to be extended eastward toward the proposed site. Alternatively, sewer is available from the existing 8 inch main along Teasley Lane (along east side of parent tract) that goes south. The existing 12 inch main along the north side of the property is a force main and is not available for gravity service Extensions existing sewer facilities will be required for development of the subject site. Anticipated water demand is approximately 1 gallon per minute (GPM) and anticipated wastewater demand is approximately 1 GPM. C. CIP Planned Improvements: DRC Findings/Recommendation Page 6 of 17 6111 2010 8:00:00 AM Case#: S10-0001 There are no planned public improvements for potable water or sanitary sewer. Roadways/Transportation Network: A. Estimated Demand: Subject Property Estimated Im act Analysis 0.949 f acres Proposed Demand Adequate to Serve (Yes or No) Average Annual less than 670 Yes Daily Trips (AADT) B. Available Capacity: The subject site has frontage along Teasley Lane (F.M. 2181) with one shared driveway present. Teasley Lane is classified as a Primary Major Arterial per the City's Mobility Plan which requires 135 feet of right-of-way. Anticipated transportation demand is less than 670 vehicle trips per day. Capacity is available on this roadway. Exactions such as right-of-way dedication, easement dedications, corner clip dedication, cost participation for signalization and possible street improvements will be required at the time development occurs. Additionally, pedestrian access in the form of a 5 foot sidewalk construction will be required along the site's frontage. C. Roadway Conditions: Teasley Lane conditions are fair. D. CIP Planned Improvements: There are no planned public improvements for transportation. Environmental Conditions: There are no Environmentally Sensitive Areas on site. Wells (Public/Private): There are no known public or private potable water wells on site. Airports: The site is located outside of the Denton Municipal Airport's ACCLUD zones. Electric: There are no other comments regarding this SUP. Comments from other Departments: There are no other comments regarding this SUP. DRC Findings/Recoimnendation Page 7 of 17 6111 2010 8:00:00 AM Case#: S10-0001 Exhibits: Exhibit 1 Site Location/Aerial Map Exhibit 2 Zoning Map Exhibit 3 Future Land Use Map Exhibit 4 Site Plan Exhibit 5 Letter from the Applicant Exhibit 6 Notification Exhibit and Responses from Property Owners within 200 feet DRC Findings/Recoimnendation Page 8 of 17 6111 2010 8:00:00 AM Case#: 510-0001 Exhibit 1 Site Location/Aerial Map r TL LE ~ ~Il i~ f r r •c-. ~ 'tii It rl EF r { ~ _ r. 1 i d~ tf ~ a•~ t .,gpg~,uk:nq~ ti®b , b CC~ .yr , P 57111 ~..~.~+a1Y91 k 4.1 { site l r 1 ~ 1~ gl 1, { J ~ -odd, a 14. Legend New Facility First Mate Bank DRC Findings/Recommendation Page 9 of 17 6111 2010 8:00:00 AM Case#: S10-0001 Exhibit 2 Zoning Map TlWAQ f 'I Site ~j -41 O'k) ) I, t s P , i Le-gend i New Facility First State Bank DRC Findings/Recommendation Page 10 of 17 6111 2010 8:00:00 AM Case#: S10-0001 Exhibit 3 Future Land Use Map I Site i I Exi!~,tijiq Land U~,ei - I Exi4-tiriq Land Use I I ,1 II i I New Facility First State Bank Legend DRC Findings/Recommendation Page 11 of 17 6111 2010 8:00:00 AM Case#: S10-0001 Exhibit 4 Site Plan - - - - - - - - - - - - - - - - TEASLEY LANE (rte R.o.w.) - - r- - ---i M11N{M PRO ON OSE. ICES R f79`- ! Fl - 25' 9 , z, r w i 5 R2=.: R3.5' 7:4' J R9 I GrrcPOSFay, aANoar as^ R79.6' Y'3,5, YY. S` SF 5IP,.5lY 5 tV ~ PROPOSED P£RWOUS OOY r~5 PARKING SPACES (9 SOWHERNMOST SPACES) P VMP IFgP {Y,t l , l - . tr DRC Findings/Recommendation Page 12 of 17 6111 2010 8:00:00 AM Case#: S10-0001 Exhibit 5 Letter from the Applicant U. Project Narrative Specific Use Permit Tit PJ Elul:- tr - ,Lt Cell:,_ITI Tx +`;2- 1 hair. Dr I Flr -11. P-Tie", ; IrnrnITt14-: Fn 't :-r:_ Bang I-I ; I~uill -1 4 41111 lu u H t t k a[il 1, 1 tll-ility 1:II arI fi i-h tJ -tIII: I I IT T-111 , I jr -tll_ <5I_vIII%--t I III - r ::t ti I- irlt,-I :1 :1I IT Ti-asI L:;gyre in I Lill j i I G.lill-it F ilt ;11 i ,1. ,r t =`t 311 r !'=~tITl~ 1 11 ~.y' II- ~-X Y111:7 ~OTIIII;E TOT th ~ ?pelt I- (`JRVII TI-Ie l Ill lin ,III I- el-r lli-int 'th >.l -11 r-rl` Int Irl :i!lI'll Fir all'! Bnilr!i~I tl lI ~ It,., L rn :11 II- I:1 1-1 'I ~ICti;,n ;H-1-1 ,ll, II -Ist , f -,tfllI 'I r ~ I• - :h rani a ~ ,ni: III IIF I I 1 I, I ,us I I la_il~ I ,nI ill d t-~I_Ir all - JIr:I II I-i1iia The -lti- el I -nt ill IIi i- ,III.; Ix I I al a`II IIII1~_ItII II III ;'=,t I -~aI"lit=il, ,n,_t I t n I c I IITIi I-I II r dPi I:thsTt itl~l- tnl~tl_tI I_Ilirli 1[1 Itr ] tI h IIIII III thr,= t IIII!' i-it J_I .-I rr; eI al f , „e rfl F - IIT - ail p I :iclI t, ;,-,llkl thlr IT I_11P ion II Jri: a >u~ 11 III frI III:?<,I i ~:~='~It f tII_. ,IC; r;:I h. ink: h-;r11L_IIII J .fl ='1IT :i ,F- I thI- Is:=JU, IrI T It,-, =t :it Flriit I-I LT-XIkq I It TII ri III:lu,_ThI f i IIItd I N ~,=,E 1 ,';'l h III C''-'FitI:IIII':i II:TO hI fill .'sT Ith'IIII the Z10Il11l , IL tIICt. I I vrIT icIT tl I~ I, i I ri-i t s~-. I t L:e I at--i_ ir,1 1IT 1-1t1-1111r11-1 a 1tIT TII 1-It~I I Nlan ill ! t ~i ~I tat- I I -aI IIt , t thI t _iIIJ - lie ti- I thle 1, -1 IT k=,I.1I 1 IT _ Ill ill it C:CII- IL-:lCn ilr_ I1 i ~-II.1 l t,Ii!I i1'ITh T- It~ II i I ~aI I -j 1 l I-I ' ~et111I 1-1 T1 fl - -f tr.i fl ! -,th'I 111 th-Ia I ,IT_„' ~a11 tjI[TO it it t irl ti IF.IT 1'_ Ith "y'L=111 t nl.._tl;- Ilu • 1It LI `.Iark Tia,i , DRC Findings/Recointnendation Page 13 of 17 6111120108: 00: 00 AM Case#: 510-0001 Exhibit 6 Notification Exhibit and Responses from Property Owners within 200 feet ~ I 500 ft Courtes", Notification 2100 ft Boundar Nctltcation Bcundae-°" J J 1 J ~j : TEAS L E' d H F F 'F-- TE - E t FI i'~.,'E F I ~ SITE 7 2 9i. 7F4 i FY I N Y f I L 1 -w- C - - - I r F I H _ Lr-j nn' i First Sate Banff; P Public Notification Date: April 15, 2010 200' Legal Notices* sent via Certified 8 Mail: Number of responses to 200' Legal Notice: ■ In Opposition: 1 (14.29%) ■ In Favor: 1 (57.9%) ■ Neutral: 0 DRC Findings/Recoimnendation Page 14 of 17 6111 2010 8:00:00 AM Case#: 510-0001 NOTICE F PUBLIC HEARING SI 0-0001 The Planning and Znn4nf3 C(mmrii-;€,ion of tFlc City of Denton will hold a pul)lic llraring on 1."INd~~,~,ray, April 413, 2010. and rocs-lrfer maklnr} a rr_r,~omm.endc,tien trr tti,.,, Cii; Cixinr:ii rec ~ fdmc a use f?wmit for a drhr€ fhirouf3l_i in relafion ,0 a p'rt,oscd F,.ink. lrr_~3terj nifhin ra M,ightrorhoocl Ra~idettiiial Pti~ii.rd lJsc 01W,,1Uj zaning acd uLau di: trict c,n apploxmiatelyc 0.949 acros_ The propr:rty is ci Litccl v,rest of thO south~tir st crirnr~r of Te<<c~ley Lana ~jmi Lilliwi Miller Park,,ra}( The OUblic hu iriri-i v;ill Str`r Ot u;30 in thr-, City Gout(-.d E_;har ii~E~rs o My Nall Icf-pled cif 2,15 L. Mch.inwP y S1raet, Clentoii, Tu,YLis. BPcao-se 1(.u iwvr: p~ ,p ert}~ 'NjtO,ir~ t~:~o hcrnar; r {,2nr}} feat of file- €~ib~oct f~r~~f~er7}~, (frc~ P+ar~iritrc,' am! ?r;rring t~Gl7lfl7fS510;7 t out i like to hear' fX)6V wotl fccl ibr?tlt ff?rs eycles( a~~J ~rrv,~tes Sou to attc-ncf the t ir,~V lii order for j,1raur opinion to k.~ taken info acccunt, rcturri this fora', With ,,.cur commrrts prior tci the rlc,tc- of tine F~u6l c. ha,aring. (This in fro troy pr'r3iiihif., yc"u frcai aQc?trLkr i and 1_, 1~iripaGnt7 irl tb,- publir~ hp-ir;r,.-j i 1'ou may fax it to t};c nrrrr111e1 lcc~-itEd at tho r~iottrim or marl it to the, adds e,ss below of drup i1 fill in-person: Planning and Developrrionf Gopartnient Attn: Erica Marohnic, Poject Manager 221 N, Elm 5T Denton, Tnxas 76201 Tflesc forms are used to calculate the percentage of landowners that support and oppose the request. Thu, C_own lss.iarl is informed of tide lr--t--enl of rtspw,ses in seil~,t7c~`t an,_' in nppn,iticn Please circle oaaw IrI i,vor cif reritacst Nell to request Opposed to r Truest Reasons for Op,tiesitiom S i f I lk-A ll 4J rt- t it ilinr o l pj y St~.tc, { f is Tr lephonc (dumber Physical Address of Frol °,~Jhin 24G f(',A~ CCTY OF DENTON, TEXAS r_;iTW HALL WEST • DENTON, TEXAS 762 D 1 11 D ,'-1,, ,541 14 iJ 34~:i 7JI;r DRC Findings/Recommendation Page 15 of 17 6/11/2010 8:00:00 AM Case#: S10-0001 NOTICE OF PVBLIC HEARING 510-0001 The Planning and 7kining Commissior: 4: the City of Dayton wid hold a pi_hlla hearing on Wodnesday+: Aprll 28, ~1010, and consider rnaklnS a rpoonirnondatior7 tx) 1ho City Council ragar6ng u spedfi6: iasc permit for a drivo-tr+rcnnih In relation to a proposed bArik loc ited wil:hin a Neighbmhorid Ra ;idcntial Mixod Vse (NRMLJ) zoning aid use d slriot on e,rprnxlmale.y 0.940 acsae, The propcity is Iocaled vmfi t of t ie :ruthv~est corner of'Teasley L.,ii- and Lillian Miller Nark mmy. Tho public haedng will starf at 6:W p.m. Ill Use City Council ChamI5E?m of Clry Ha'I located oat 215 F- McKinney trout, Denton, TFLxr,s_ 99r,-atr.sip yap' own prrywrfy wfttrtrr fvm hundred (A10) fief trf fJie 8Uj>f94d rcporfy, fir? !'rannbiq and Zoeiirg orr rMw7%;fm wrxrid fike to hers- havF yoU foot about Phis rsgi=f and rnv;fee yr:rr to afleiid fhe Aublrc hw2rirkrj. Proas-a, in order for your opinion t0 be taken into account, return this form with your (;r~mmonts pitor to the date of 1hia public hearing. (77iiR rrr or, way pnjhh Nfs you ft ell atf6wldinq anal payftipatklg br M19 publC hcnru7,g.) You rniy fax It to t)o Yiumber in pe~5 x1= Ia2afed al the bottom or mail it to the x~dt!r sss !)o!Dvd or drag if off PIarr;i :g and Develapniw.it Cspnr::rnoi,4 Atfn; Erica Marohnlc. Project Manager 221 N. 12Im ST Denton, Texas 78201 7h~~e forms are used to Calleulate the percentage of landowners that Bopporl and Oppose the request. The 0-mrimissior. is infornied of the jjt r M of rospones In 6Uppvt and in oppakDi5wi. Please oirele one: In favor of regtit-ist Neutrej to MQUOSt Opp nA, ki to request i Reasons for Opposition; - - t z + - Signaturo- Printed Nk~mn: T, A t c - n , r5 L L - - i MailloyAddre€s: 7 ZS;' r. ,~siflb:=rte{°~ - Cily. Slate Zip- ass . ] ti 0- ti. Telepha.ne Nurnbw'. 14L~a.r y'. V J. - Nhy's;nnl Addmss of Properly within 205 foot: ?.p a ' CIT 1r OF DENT ON, 7L AS CITY HALL WEST ~ r]rrwmr4. -rExA8 M6ji • 844.~4g,s~°a ;F} 0.3 iS.77C7 ! DRC Findings/Recoimnendation Page 16 of 17 6111 2010 8:00:00 AM Case#: S10-0001 AVM 2, TIM PJatt,ninp and Ftca6 ~~In11 ~~tit1 c1~~1rurrwllt Att,T' Friar 221 M 1 h n Mon, TX 76201 c: Notice of Puh1~c R:: rinL, - First SI,dc-: 11aatat. 4S I I) -011W I Thjr 'I i io ic-Imm the Phmim and 1'.ca,r1p [Mmi: Mon of tiro 0q of 1=7omot1 th ° t'.D I crc-dit I Ili,- is Oppw d to the Rccluc"t Slf1 UO[il, VV' t~;er4 rn i"ina ll, .uIoin cd t>1' 1tClrl ht;,rr. v,'hen "v put t 3sd Tu W d Im a,ur South J)i'3awr Iilancla, 16~~:~tca pt "211) 1 ~ 1vdv.y 111;1t the o,rtue lrrtrp rlv ~c hc,ng dovcIcipcd °Jth cxtcmi-vu common qr.r?WT and 2u Al limn ibis l r_ynny N) tlrc gist sill by IN Mary WKNA Odi snond exit h nn On p> l wAy A nuaic for WS, MAN YO An SWw mwW Mae to (~utcrcxit fr~_+~» lh~~ `•Tntrtft ac, v,f►~a;1a ~.;~aaiif~i eat,~~i inereclihlr c~_,r,~~~tit,n lnii ac~~r t~ ~ ~a6t%ty cnncorwt %Vc- i" tv 111i:; cnn~ Scion ~t'rl!rl~l ttr3 upt E711Y 1iY~'111Ur!'SiCLI~t 3f"`. 1'3 l't71[1 i~cl 4 hl~ (0'vf 10 0El1' htim, . Iditi011z1111, thi, s:~~i}i CSYli1n, 711 cOM"'CE OOT1 %Vidt 5011) r~ A)11U, (oUtd l t'-10h i4 ;sri~t: is 3 r'~ il,c CIA, Ton ccT-«i~ al id eIk'i11 ta, :.chorfl r~e~a dc,oi We hopG y'ou will 1,1ke o sc cxoiu-on into r:~1r:aiat~ rcrtiort u'hcn ~~rlkitlg, at 1 lcrn7inalii~~7 rih~Yt11 this 1'E.clu€°st f~x a_ ~apccitic usc l ~r~nit, 1,haai~]: ~rcT~a. hrrsAMll,~"1 ) Iv,I:I:~~jrn< (re,;,.r < c (-.lrnpl)j~ii, (-'a t chy C- urW I NOW x ROs E L3 Den on. TX 76202-0827 ~ To[U-f1 -,60 ,-s ~ ATG41.or DRC Findings/Recomiuendation Page 17 of 17 61n NN s:WH aM Case#: S10-0001 Planning and Zoning Commission April 28, 2010 Page 3 of 6 Erica Marohnic, Project Manager, presented this Alternative Development Plan for deviations from site design requirements of Subchapter 13 of the Denton Development Code (DDC). The deviations requested are from Section '15. 131. 10C.2 Screening at ftht-of--way and Section 3 5.13.133C.3 General Regulations where Front Parking is Allowed The property is located approximately 250 feet west of the intersection of Teasley Lane and Lillian Miller Parkway and is in the Neighborhood Residential Mixed Use (NRMU) zoning district. The property is currently undeveloped and is surrounded by a credit union, an elementary school, undeveloped property, a drug store and residential uses. The applicant cites the presence of a common access drive that is parallel to Teasley Lane and the size of the proposed site that inhibits the ability to include the required easement and additional landscaped area. The applicant is proposing to provide a 20 foot easement and within that easement a continuous row of shrubbery. Marohnic went through the site plan and landscape plan. The applicant is proposing as mitigation for these deviations 0.2% more landscaped area than is currently required for the NRMU zoning district, 3% additional canopy coverage than required and architectural elevations which exceed 35.13.13.3.B for building materials. The Development Review Committee recommends approval subject to the mitigation measures provided in Exhibit 2. The applicant, Marry Rivers, was present to speak. Mover: Commissioner Thom Reece motioned approval with the mitigation measures provided in Exhibit 2. Seconder: Commissioner Jean Schaake On roll call vote: Commissioner Jay Thomas "aye", Commissioner Jean Schaake "aye", Chairman Walter Eagleton "aye", Commissioner Thom Reece "aye", Commissioner Brian Bentley "aye", and Commissioner Patrice Lyke "aye". Passed: 6-0 5. PUBLIC HEARINGS: Hold a public hearing and consider making a recommendation to the Denton City Council on the following items: A. Specific Use Permit to allow a drive-through facility associated with a proposed bank on property within a Neighborhood Residential Mixed Use (NRMU) zoning district. The 0.949 acre site is located approximately 250 feet west of the intersection of Teasley Lane (F.M. 2181) and Lillian Miller Parkway. (510-0001, First State Bank, Erica Marohnic) Erica Marohnic, Project Manager, presented this Specific Use Permit request. This is a request by First State Bank for a drive-thru associated with the proposed bank on approximately .949 acres within the NRMU zoning district. The bank as proposed is 4,425 square feet and would have four 3 Planning and Zoning Commission April 28, 2010 Page 4 of 6 drive-thru lanes and one pass through lane. The hours as indicated would be 8 a.m. to 6 p.m. Monday thru Friday and 8 a.m. to 12 p.m. Saturday. There was a neighborhood meeting held on April 7, 2010 at Sam Houston Elementary, no adjacent property owners attended and the meeting concluded at 6:30 p.m. Staff sent 8 notices to property owners within 200 feet, 1 response in favor was received. No notices were received in opposition or neutral to this request. The Development Review Committee recommends approval of this request with conditions. The applicant, Marry Rivers, was present to speak. Mover: Commissioner Jay Thomas motioned to approve this request with conditions outlined in Exhibit 2. Seconder: Commissioner Jean Schaake On roll call vote: Commissioner Jay Thomas "aye", Commissioner Jean Schaake "aye", Chairman Walter Eagleton "aye", Commissioner Thom Reece "aye", Commissioner Brian Bentley "aye", and Commissioner Patrice Lyke "aye". Passed: 6-0 B. Amendment to a 3,331-acre Master Planned Community Zoning District (MPC07- 0001, Hunter Ranch) to add two (2) existing gas well park sites not previously identified in the MPC; modify the location, acreage and number of gas well park sites; revise commercial and residential acreage to facilitate gas well park site changes; decrease the number of approved single-family units from 11,914 to 11,135 and decrease the number of multi-family units from 3,408 to 3,249. The subject site is generally located on both sides of I-35W, between Robson Ranch Road and Vintage Boulevard. (AMPCIO-0001, Hunter Ranch/Inspiration, Nana Appiah) Cunningham stated that it is his understanding that the applicant would like to table this item to a date certain of the May 12, 2010 Planning and Zoning Commission meeting. Nana Appiah, Project Manager, stated that the applicant met with the community and it is in on-going meetings with residents around the proposed site. The applicant is requesting to table this item to allow further meetings with the surrounding residents. Robert Folsom, Hillwood Development, Applicant, concurred with Appiah in the request to table this item. Mover: Commissioner Jean Schaake motioned to table the item to the May 12, 2010 Planning and Zoning Commission meeting Seconder: Commissioner Thom Reece On roll call vote: Commissioner Jay Thomas "aye", Commissioner Jean Schaake "aye", Chairman Walter Eagleton "aye", Commissioner Thom Reece "aye", Commissioner Brian Bentley "aye", and Commissioner Patrice Lyke "aye". 4 sAegahour documents%ordinancesllo`s 10-0001.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, GRANTING A SPECIFIC USE PERMIT FOR A DRIVE THROUGH ON APPROXIMATELY 0.949 ACRES OF LAND WITHIN A NEIGHBORHOOD RESIDENTIAL MIXED USE (NRMU) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION, GENERALLY LOCATED 250 FEET WEST OF THE INTERSECTION OF TEASLEY LANE (FM 2181) AND LILLIAN MILLER PARKWAY WITHIN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (S 10-0001) WHEREAS, First State Bank, has applied for a Specific Use Permit to allow a drive- through on approximately 0.949 acres of land within a Neighborhood Residential Mixed Use (NRMU) zoning classification and use designation, more particularly described in Exhibit "A", attached hereto and incorporated herein by reference (hereinafter, the "Property"); and WHEREAS, on April 28, 2010, the Planning and Zoning Commission concluded a public hearing as require by law, and recommended approval of the requested Specific Use Permit; and WHEREAS, the City Council finds that the request is consistent with the Denton Plan and the Development Code, specifically finding that the requirements of §35.6.4 are satisfied by the proposal when conditioned by the Site Plan attached as Exhibit "B"; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. A Specific Use Permit to allow a drive through on the Property is hereby approved, subject to the following conditions: 1. This Specific Use Permit shall only be for the proposed four-lane drive-through, with one pass-through lane; in association with the proposed 4,524 sq. ft. bank facility as shown and described in Exhibit 4: Site Plan and Landscape Plan. 2. The proposed 4,524 sq. ft. bank facility's drive-thru shall be limited to the hours of operation stated by the applicant: 8:00 AM to 6:00 PM, Monday through Friday, and 8:00 AM to 12:00 PM on Saturdays. SECTION 3. The Specific Use Permit Site Plan attached hereto and incorporated herein as Exhibit "B", is hereby approved, as an additional condition of the permit. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provision of this ordinance are severable. Page 1 sAour documentslordinances1101s10-0001.doe SECTION 5. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2010. I MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS3,CITY,A~TI'ORNEY BY~ Page 2 scour documents\ordinances110\s10-0001.doc EXHIBIT A LEGAL DESCRIPTION FIELD NOTES 0,949 ACRE BEING all that certain lot, tract, or parcel of land situated in the C. Poullalier Survey Abstract Number 1GO3 in the City of Denton, Denton County, Texas, being a part of that certain tract of land conveyed by deed from Alexander Management LLC and E. E_ Alexander Family Limited Partnership to Teasley Commons Ltd. recorded in Volume 6320, Page 2275, Real Property Records, Denton County, Texas and being more particularly described as follows: BEGINNING at an iron rod set for corner in the south line of Teasley Lane, a public road'.vay having a right-of-way of 135.0 Meet, said point being the no t comer of Lot 1, Block A of Teasley Commons, an addition to ft City of Denton, Denton County, Texas according to the plat thereof recorded in Cabinet V, Page 136, Plat Records, Denton County, Texas; THENCE S 014 02' 20" E, 93.74 feet with the west line of said Teasley Commons to an iron rod set for comer, THENCE S 22* 01'49" W, 36.45 feet with the west line of said Teasley Commons to an iron rod set for comer THENCE along the are of a curve to the left having a central angle of 214 46'44", a r-adil.rs of 55.70 feet, an arc length of 21.17 feet, •fflose card bears S 11° 08' 28" W, 21.45 feet with the west line of said Teasley Commons to an iron rod set for comer; THENCE S 014 12' 28" W, 131.71 feet with the west line of said Teasley Commons to an iron rod set for comer, said point being the s st corner of said Teasley Commons and the most northerly northwest corner of Lot 2, Block A of Teasley Commons, an addition to the City of Denton, Denton County, Texas according to the plat thereof reed in Cabinet V, Page 816, Plat Records, Denton County, Texas; THENCE SOUTH, 11.41 feet with a west line of said Lot 2 to an iron rod set for comer at an inner ell of said Lot 2; THENCE S Sr 45' 24" W, 122.76 feet with the north fine of said Lot 2 to an iron rod set for comer, THENCE N 12' 59 57" W, 41.49 feet to an iron rod set for corner; THENCE along the arc of a curve to the right having a central angle of 13° 00' 01",. a radius of 200.00 feet, an arc length of 45.38 feet, v.:,hose chord bears N 064 29' 56# W, 45.28 feet to an iron rod set for corner; THENCE N 00° 00'04" E, 117.58 feet to an iron rod set for comer; Page 3 scour documents\ordinances\101s10-0001.doc THENCE along the arc of a curve to the right having a central angle of 120 33' 33°, a radius of 200.001 feet, an arc length of 43.94 feet, .vhose chord bears N 06* 16' 51' E, 43.75 feet to an iron read set for corner; THENCE along the arc of a curve to the left having a central angle of 13° 50'56", a radius of 200.00 feet, an arc. length 49.34 feet, whose chord bears N 05° 38'09" E, 4812 feet to an iron read set for corm in said south line e~f said Teasley Lane; THENCE S W 4T 29- E, 144.19 feet 'aith said south line of said Teasley Lame to the PLACE OF BEGINNING and containing 0.949 acres of land.. Page 4 1 0 E Vol gv ~Ik 8 ina lit i' Lm 5~8 '^g~`a S I ~ zsrsr w _ f r 1 r s3~s 2a a 9~~a ess " Np I E i' V 'i ,ae~~`, 1 E 1 1 F~I R Ra I S ~*R~ oa-san man ONNHYd 133SIS Ado S1N3Y138mOH 9NINHYd a31GVS10 6 - 01 M4■. c pA~a(i"l ~1 cARMeL ~ g F ` A All z x R i€ msll . i la yb-~ C liria ~I" a' ~~~1 s"~ „ a a ,Q g ~z 444 ]g q}Eia 91 p p"% 1- Al ° zg a sa d i b 3 4 v e ag n s / r v j SPECIFIC USE PERMIT - SITE PLAN FIRST STATE BANKAWAy TEASLLIY LANE DENTON, o - - - o - p N Ag v F; e ~ 3 x {I 11, 9 E~ ~ 7 s B I i 5 ~ _ c k" su»>e8 e4~mg. ~®a~# ~g° ,I I _ l d o- 4~ A ~ ~ R ~ R R$ ~ j i all Q, 11 L.J_a. _ ~ I I I'L 1I I '`;i °q°a °q aom ~ $ ~ D ~ €z~6 -YY fit" LL wm H T~ Q na r~ I - ,p;', N^ ~N s 17 ~ Q n b W m N - oz 2F W o Tm m ~ 4 K n ~ 'x Fp B ~ ~ - __{,i C F 5[ ~..qpp F-~V - fig O m y E 9 CARMEL Z F ~p Q \ A ~e °ym- CHI ~Q aa' - / / g m / A A SPECIFIC USE PERMIT $ LANSCAPE PLAN - FIRST STATE BANK tiW~V e a - TEASLEY LANE 4e Y 11,m DEN WN, TEXAS This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Planning and Development ACM: Fred Greene SUBJECT Z09-0013 (Bonnie Brae Medical Park) Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Neighborhood Residential 3 (NR-3) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation on tracts 256, 257, 258, 260 and 261 of the E. Puchalski survey, with an overlay district on those same tracts, plus tract 263, containing additional restrictions as noted; the area for the zoning change encompasses approximately 4.678 acres of land located at the northeast corner of North Bonnie Brae Street and West Oak Street, in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the rezoning of six (6) of the seven lots from Neighborhood Residential 3 (NR-4) to Neighborhood Residential Mixed Use (NRMU) subject to overlay conditions, as provided in Exhibit 8 (5-1). A SUPERMAJORITY VOTE OF COUNCIL IS REQUIRED FOR APPROVAL. BACKGROUND The subject property is comprised of seven (7) separate tracts of land generally located at the northeast corner of North Bonnie Brae Street and West Oak Street; the property surrounds an existing single-family parcel that is not included in this rezoning request. Six (6) of the properties are currently developed with residential uses, and one (1) property (at the corner of Bonnie Brae and West Hickory) operated as a Special Exception retail sales and service, although this structure is currently unoccupied. The applicant is requesting a zoning change to Neighborhood Residential Mixed Use (NRMU), subject to overlay restrictions. The applicant has stated that the purpose of this rezoning request is to develop the site with medical-related and commercial uses not allowed under the current zoning. The applicant held a neighborhood meeting on July 14, 2009 at North Lakes Recreation Center, which was attended by approximately 17 members of the public, as well as staff and the applicant. The residents voiced many concerns related to the impact of the proposed rezoning on the adjacent neighborhood. The concerns included: (1) proximity to a historical district; (2) increased traffic and the impact on traffic if ingress and egress is allowed from Oak Street; (3) lighting impacts; and (4) regulations for architecture and signs that will be compatible with the adjacent historic district. Representatives of the West Oak Neighborhood have submitted an official list of their concerns and opposition to the requested rezoning (Exhibit 13). Subsequent to the first neighborhood meeting, the applicant has acquired additional property that has been incorporated into this request. The applicant has also met with the West Oak Neighborhood Steering Committee. The Planning Division sent notices of the public hearing (Exhibit 9) to all residents within 500 feet of the subject property; as of this writing, seven (7) responses have been received in opposition of the request, six (6) property owners have submitted responses in favor of the request, and two (2) have been submitted from property owners that are neutral to the request. On April 14, 2010, the Planning and Zoning Commission heard the request, and continued the public hearing to April 28, 2010 to allow the applicant to address concerns voiced at the public hearing. The applicant proposed additional overlay restrictions (Exhibit 6) based on the concerns of the neighbors raised at the public hearing, and submitted in writing. Staff has included a number of the revised restrictions in their recommendation. The Planning and Zoning Commission recommended approval of the rezoning of six (6) of the seven (7) lots from Neighborhood Residential 3 (NR-4) to Neighborhood Residential Mixed Use (NRMU) subject to overlay conditions, as provided in Exhibit 8 (5-1). OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Development Review Committee recommends denial of this rezoning request, as proposed by the applicant; however, the Committee recommends approval of the rezoning of six (6) of the properties to NRMU (as depicted in Exhibit 7) with a restrictive overlay to prohibit multi-family uses, veterinarian clinics and bakeries, and to prohibit attached single-family dwellings, dwellings above businesses, hotels, semi-public halls, clubs and lodges, and business and trade schools, to limit building heights to 40 feet, as provided in Exhibit 7. Staff also recommends that the existing NR-3 zoning on the lot directly adjacent to the West Oak Area Historic District be maintained as currently zoned. The Planning and Zoning Commission recommended approval of the rezoning of six (6) of the properties to NRMU (as depicted in Exhibit 8) with a restrictive overlay to prohibit multi-family uses, veterinarian clinics and bakeries, attached single-family dwellings, dwellings above businesses, hotels, semi-public halls, clubs and lodges, and business and trade schools, to limit building heights to 40 feet, as outlined in Exhibit 8. The responses to public notification submitted by property owners within 200 feet of the subject property exceed 20% in opposition to the rezoning request, and as such, a supermajority is required by City Council in order to approve the rezoning request. 2 EXHIBITS 1. Staff Analysis 2. Location Map 3. Aerial Photograph of Site 4. Future Land Use Map 5. Existing Zoning Map 6. Proposed Zoning Map and Overlay Restrictions, as Requested by Applicant 7. Proposed Zoning Map and Overlay Restrictions, as Suggested by Staff 8. Proposed Zoning Map and Overlay Restrictions, as Recommended by the Planning and Zoning Commission 9. Notification Information 10. Zoning Analysis 11. Letter From Applicant 12. Site Photographs 13. Letter from West Oak Neighborhood Representatives 14. Responses to Public Notification 15. Excerpt from the Minutes from the Planning and Zoning Commission Meeting of April 14, 2010 16. Excerpt from the Minutes from the Planning and Zoning Commission Meeting of April 28, 2010 17. Ordinance Prepared by: Jane Gurney, AICP Senior Planner Respectfully submitted: Mark Cunningham, AICP Director, Planning and Development EXHIBIT 1 PLANNING & DEVELOPMENT STAFFANIAL1SIS CASE NO.: Z09-0013 DATE TO BE CONSIDERED: June 15, 2010 LOCATION: The subject property is generally located at the northeast corner of North Bonnie Brae Street and West Oak Street. APPLICANT: Spring Brook Planning Group 2405 Mustang Drive Grapevine, TX 76051 OWNER: Berdy Tj andramulia 1900 Sam Bass Denton, TX 76205 REQUEST: Rezone approximately 4.678 acres of land from a Neighborhood Residential 3 (NR-3) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district. RECOMMENDATION: The Development Review Committee recommends denial of this rezoning request, as proposed by the applicant; however, the Committee recommends approval of the rezoning of six (6) of the properties to NRMU (as depicted in Exhibit 5) with a restrictive overlay to prohibit multi-family uses, veterinarian clinics and bakeries, as offered by the applicant in Exhibit 10A, and to prohibit attached single-family dwellings, dwellings above businesses, hotels, semi-public halls, clubs and lodges, and business and trade schools, to limit building heights to 40 feet, as proposed by the applicant in Exhibit 10B. Staff also recommends that the existing NR-3 zoning on the lot directly adjacent to the West Oak Area Historic District be maintained as currently zoned. The Planning and Zoning Commission recommended approval of the rezoning of six (6) of the properties to NRMU (as depicted in Exhibit 8) with a restrictive overlay to prohibit multi-family uses, veterinarian clinics and bakeries, attached single-family dwellings, dwellings above businesses, hotels, semi-public halls, clubs and lodges, and business and trade schools, to limit building heights to 40 feet, as outlined in Exhibit 8. COMPREHENSIVE Existing Land Use PLAN DESIGNATION: 4 SITE AND SURROUNDINGS: North: NR-3; Single family residential, church and public park South: DC-G, DR-2; Multi-family and single-family residential, undeveloped property East: NR-3; Multi-family and single-family residential, West Oak Area Historic District West: DC-G; Medical and commercial uses, Denton Municipal Electric Substation BACKGROUND The subject property is currently developed with a 580 square foot INFORMATION: commercial building which was most recently used for retail sales, at the corner of West Oak Street and Bonnie Brae Street (2310 W. Oak Street), one (1) undeveloped lot, and five (5) single family residences. The three (3) properties located on West Oak Street are listed in the Denton Historic Resources Inventory. According to the Inventory, which was prepared in 1995, the properties, which are located at 2286, 2300, and 2310 West Oak Street, were all identified as Low Priority properties. The Inventory identifies two (2) of the structures located at 2286 West Oak and 2300 West Oak as being constructed as residences in 1930 and 1945, respectively, and the property located at 2310 West Oak as being constructed as a Service Station in 1940. The Denton Historic Resources Inventory was prepared for informational purposes, and no ordinances or regulations are in effect which specifically govern any of the properties listed in the Inventory. The Preservation Priorities assigned in the Historic Resources Inventory were based on the Texas Historical Commission and the National Park Service guidelines. Low Priority ratings are indicative that the resource is a more recent common local building form or architectural style and has no known historical associations, and has been severely altered by remodeling or deterioration. The subject property is directly adjacent to the West Oak Area Historic District, which was officially created by adoption of an ordinance in 2008. The West Oak Area Historic District includes a sub-area of the West Oak Neighborhood. ANALYSIS: Comprehensive Plan The property is located in an area with a Future Land Use designation Analysis: of "Existing Land Use/Infill Compatibility". The intent of this Future Land Use designation is described in the Denton Plan: "Within established residential areas, new development should respond to existing development with compatible land uses, patterns, and design standards. The plan recommends that existing neighborhoods within the city be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service, and commercial land uses is allowed." 5 The proposed zoning district, Neighborhood Residential Mixed Use (NRMU), and the existing zoning district, Neighborhood Residential 3 (NR-3) are both within the family of the Neighborhood Residential Land Use category. The Neighborhood Residential Land Use category was created to preserve and protect existing neighborhoods and to ensure that any new development is comprised of uses that are compatible with existing land use, patterns and design standards to ensure protection of the existing neighborhood, staff is recommending that the property located at 2286 West Oak be maintained under the current NR-3 zoning designation; as doing so will provide a defined area of commercial zoning parallel to Bonnie Brae Street, while protecting the integrity of the existing residential neighborhood to the east and the West Oak Area Historic District by minimizing further encroachment of non-residential zoning districts into the area that does not accommodate or support single-family residential uses. The Denton Plan states a forum should be developed to address neighborhood quality of life issues, and a staff liaison will provide information and support to neighborhood groups. In 2009, the City created the City of Denton Neighborhood Planning Program (CDNPP). The CDNPP purpose is to partner with Denton's residents in order to revitalize and/or preserve area neighborhoods. During the Spring of 2009, the CDNPP attended a walking tour of the West Oak neighborhood. The walking tour revealed a significant historical inventory, a diversity of housing styles as well as types. The tour also revealed a lack of physical improvements such as sidewalks, and a destabilization trend from homeownership to rental. Due to these factors, the West Oak neighborhood was included in the Planning and Development Department's 2009-2011 Strategic Plan for consideration of a Neighborhood Quality of Life Plan. Even though the proposed request meets the intent of the Denton Plan, the continual encroachment of commercial uses into this neighborhood may intensify this destabilization trend. Development The current zoning designation, Neighborhood Residential 3 (NR-3), Code/Zoning Analysis is primarily a single-family residential zoning district. The requested zoning district, Neighborhood Residential Mixed Use (NRMU), is primarily a commercial zoning district which permits commercial uses at a scale intended to serve a neighborhood area. The applicant is proposing a restrictive overlay to exclude multi-family uses, as well as the two Industrial Uses permitted by right in the NRMU zoning district; bakeries and veterinarian clinics. Within a half-mile radius of the subject property, there are two (2) main Future Land Use Categories; Existing Land Use/Infill 6 Compatibility to the north and east of the subject site, and Downtown University Core to the west and south of the subject site. Within the Existing Land Use/Infill Compatibility Future Land Use area, there are approximately 38.834 acres of undeveloped property zoned NRMU (Exhibit 10) within a half-mile radius; however, this property is almost entirely within the Rayzor Ranch Overlay District, which governs the uses and the design guidelines. The property that is currently zoned NRMU that is not within the Rayzor Ranch Overlay District, was rezoned from NR-3 to NRMU in 2009 (Ordinance 2009- 102). Bonnie Brae Street and West Oak Street are both classified as Secondary Major Arterial roadways. The surrounding area along Bonnie Brae is developed with commercial and medical uses, similar to those proposed for the subject site, in addition to single family uses on the east side of Bonnie Brae Street, north of the subject site. To the west of the subject site is a mixture of small-scale medical offices, long term care facility and hospital-related uses. Oak Street is also developed with medical and commercial uses to the west of the subject site, and single-family, multi-family, and institutional uses (University of North Texas campus) to the east of the subject site. Rezoning a portion of the property to NRMU, as proposed by staff, will likely result in development that is compatible with the surrounding uses, while offering a distinct boundary between existing and proposed commercial uses and the existing residential area and the West Oak Area Historic District directly to the east. If the subject property is rezoned and developed with commercial or medical uses, provisions in the Denton Development Code will assist in creating a transition buffer between the existing single-family residential uses and any new commercial development. Within the proposed zoning district, NRMU, a building setback of at least twenty (20) feet is required in yards that abut single-family uses or zoning districts. If a building is taller than twenty (20) feet, an additional one (1) foot of building setback is required for each additional foot of building height. The rezoning boundaries, as proposed by the applicant, are approximately 370 feet at its widest point, as measured in a west-east direction. If the lot at 2286 West Oak is removed from the property configuration (as recommended by staff), the widest point of the property will then be approximately 275 feet, as measured in a west-east direction. Decreasing the size of the property involved in the rezoning will assist in ensuring that any buildings constructed on the site are in a scale compatible with the surrounding residential uses, and will limit the opportunities for vertical construction. In addition to the increased building setbacks, a Type C buffer will be required to offer a landscape transition between 7 the residential uses and any new commercial uses. A Type C buffer consists of a fifteen (15) foot wide planted strip along the boundary between the two (2) uses, with a combination of plantings to include six (6) evergreen and deciduous trees and twenty-five (25) shrubs for every one hundred (100) linear feet of the buffer area. The property located at 2286 West Oak provides a well-landscaped area that will offer a further transitional buffer area between the area proposed for rezoning and the existing residential neighborhood to the east. The general regulations of the existing zoning district, Neighborhood Residential 3 (NR-3), and the requested zoning district, Neighborhood Residential Mixed Use (NRMU) are presented in Table 1. The differences between the existing zoning district, NR-3, and the requested zoning district, NRMU, are summarized in Table 2. Uses that do not appear in the Table 2 are regulated in the same manner for both zoning districts. Table 1. Comparison of General Regulations of the NR-3 and NRMU zoning districts Regulations General Minimum lot area (square feet) 10,000 2,500 Minimum lot width 60 feet 20 feet Minimum lot depth 80 feet 50 feet Minimum front yard setback 15 t None e Minimum side yard 6 feet 6 feet Minimum side yard adjacent to a street 10 feet None Minimum rear yard 10 feet None Regulations General Maximum density, dwelling units per acre 3.5 30 Minimum side yard for non-attached 6 feet 12 feet buildings Maximum lot coverage 50% 80% Minimum landscaped area 55% 20% Maximum building height 40 feet 65 feet 10 feet 20 feet plus 1 foot plus 1 foot for each for each Minimum yard when abutting a single- foot of foot of family use or district building building height height above 20 above 20 feet feet 8 Table 2. Comparison of permitted uses between NR-3 and NRMU Zoning Districts. Residential Land Use Categories 0 Single Family Dwellings P N Accessory Dwelling Units SUP} N Attached Single Family Dwellings SUP L(40) Dwellings Above Businesses N P Live/work Units N P Group Homes N SUP Multi-Family Dwellings N SUP L(4) Commercial Land Use Categories NR-3 NRNIU Hotels N P Bed and Breakfast N P Retail Sales and Service N L(17) Restaurant or Private Club N L(11) Drive-through Facility N SUP Professional Services and Offices N L(17) Quick Vehicle Servicing N SUP Laundry Facilities N P Outdoor Recreation P SUP Administrative or Research Facilities N L(14) Broadcasting of Production Studio N L(14) Industrial Land Use Categories Bakeries N L(21) Veterinary Clinics N P Institutional Land Use Categories NR-3 NRNIU Community Service N P Semi-public, Halls, Clubs, and Lodges SUP P Business / Trade School N L(14) 9 Adult or Child Day Care SUP P Kindergarten, Elementary School SUP P Middle School N P High School N SUP Elderly Housing N P Medical Centers N P Table Legend: P - Permitted N - Not permitted SUP - Specific Use Permit L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maxiummm lot coverage and setback requirements of the underlying zone. 2. The maxiummm mmnber of accessory dwelling units shall not exceed 1 per lot. 3. The maxiummm gross habitable floor area (GHFA) of the accessory residential stricture shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1000 sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One additional parking space shall be provided that conforms to the off street parking provisions of this Chapter. 5. The maxiummm gross habitable floor area (GHFA) of the accessory residential stricture shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten acres in size. An SUP is not required for such an accessory residential stricture where the lot size is equal to or greater than ten acres. L(4) = Multi-family is permitted only 1. With a Specific Use Permit; or 2. As part of a Mixed-Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi-family use within one year prior to the effective date of Ordinance No. _2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. L(11) = Limited to sit down only, and no drive up service permitted. Limited to no more than 100 seats and no more than 4,000 square feet of restaurant area. L(14) = Uses are limited to no more than 10,000 square feet of gross floor area. L(17) = Uses are limited to no more than 25,000 square feet of gross floor area per use, except grocery stores may be larger with approval of an SUP. L(21) = Bakery and bottling areas not to exceed 2,500 square feet. Sales on premises of products produced required in this zone. L (40) =Limited to a maximum 12 units per acre. 10 DEPARTMENT AND The Development Review Committee (DRC) has reviewed this AGENCY REVIEW: application, and the applicant has supplied all requested information related to the rezoning request. The DRC Engineering Department has provided the applicant with comments related to site design standards and criteria that must be addressed at the time of platting. FINDINGS: Section 353.4.B of the DDC establishes the general criteria for zoning amendment approval. The criteria are as follow: The proposed rezoning con fornis to the Future Laud Use element q f the Denton Plan. It is staff's determination that the proposed Neighborhood Residential Mixed Use (NRMU) zoning district is consistent with the Future Land Use designation of Existing Land Use as defined in the Denton Plan. Given the surrounding uses and the location of the site at the corner of two (2) Secondary Major Arterial roadways, the proposed rezoning to NRMU would be appropriate for the majority of this site, with the exception of the property located at 2286 West Oak Street. The property located at 2286 West Oak Street is distinctly a significant part of the West Oak residential neighborhood, and it is staffs opinion that including this lot in the rezoning would result in encroachment into an existing, cohesive residential neighborhood. The proposed rezoning .facilitates the adequate provision Q f transportation, water, sewer, schools, parks and other public requirements and public convenience. The provision of adequate public facilities for this proposal was reviewed by the Development Review Committee (DRC) during the review period. DRC Engineering has determined that adequate public facilities exist to serve this development, and has provided the applicant with requirements that must be met at the time of platting of the property. Public improvements that will be required include perimeter street improvements, including the extension of Houston Street to Bonnie Brae Street or the granting of a variance to allow Houston Street to end in a cul-de-sac, as well as drainage improvements, possibly including a detention facility. II EXHIBIT 2 LOCATION MAP SCRIPTURE i 'i !i i 'i m O Z 2 HOUSTON a SUBJECT PROPERTY OAK OAK HICKORY 1 ~ a 12 EXHIBIT 3 AERIAL PHOTOGRAPH OF SITE w x C { HOUSTON dot 00 14: z 4' e, n YI-s~ }acv gt 01t Y A ' n. w, it Inc ~ Y (a " z U AK >ww Celli 13 EXHIBIT 4 FUTURE LAND USE MAP NEIGHBORHOOD CENTER SCRIPTURE EXISTING LAND USE/ DOWNTOWN UNIVERSITY CORE o INFILL COMPATIBILITY z m c4 rn ~ HOUSTON Q SUBJECT PROPERTY OAK OAK HICKORY L• ~ \T w 4 14 EXHIBIT 5 EXISTING ZONING MAP RCC-t3 NR-3 RCC-D SCRIPTURE C Z m NR-3 ~ Q DC-G HOUSTON p z SUBJECT PROPERTY 0 K DR-2 DC-G OAK DC-G DR-2 HICKORY v t. z L. DC-G w d 15 EXHIBIT 6 PROPOSED ZONING MAP AND OVERLAY RESTRICTIONS, AS REQUESTED BY APPLICANT F CC-D NR-3 RCC_D SCRIPTURE 03 O Z m NR-3 ~ a HOUSTON DC-G p 0 N ei u SUBJECT PROPERTY OAK DR-2 DC-G OAK D C-G DR-2 HICKORY v DC-G 'a 16 Z09-0013 Proposed Overlay Restrictions: 1. The following Uses shall be prohibited: a. Agricultural b. Livestock c. Attached SF (townhomes) d. Dwellings above Business e. Multi-Family f. Hotels g. Semi Public Halls, Clubs & Lodges h. Business and Trade Schools i. Bakeries j. Veterinary Clinics 2. Building height shall be limited to 40', a typical commercial building of two stories or less. 3. No new structures shall be constructed on 2286 West Oak. Existing structures, like the swimming pool, gazebo and guest house can be removed, repaired or replaced to serve the same function. 4. Commercial and retail structures (not including professional service and office buildings) shall be limited to 7,500 square feet. An SUP is required for additional square footage. 5. An 8' foot high solid screen fence (good side out) constructed with steel post and a decorative cap shall be constructed in the required buffer yard in lieu of the required buffer shrubs. All required buffer trees shall be planted in accordance with the requirements of the Denton Development Code. Within the overall development internal buffering between uses shall not be required. 6. Non-single family access shall be from Bonnie Brae and/or Oak Street. No non- single family access shall be from Houston Street. Houston Place will not be a thru street to Bonnie Brae. 7. The following architectural standards shall be incorporated into any new building: a. Architectural elements such as awnings, extended overhangs, columns or shutters shall be incorporated into the design of buildings. b. All windows shall be double insulated windows with thermal break and no mirrored glass. c. Flat roofs shall not be permitted. The minimum roof pitch shall be 4:12 and the maximum roof pitch shall be 10:12. d. New buildings shall incorporate alternating roof plate heights. e. Shingles (if used) shall be a minimum 30 year architectural style composition shingle. Z09-0013 Overlay Restrictions April 27, 2010 17 EXHIBIT 7 PROPOSED ZONING MAP AND OVERLAY RESTRICTIONS, AS SUGGESTED BY STAFF R(:.C-D NR-3 RCC-D SCRIPTURE O 'Z m NR-3 cr) n c DC-G 17 HOUSTON z NF,fli) sUBJEC-T P R6--_ Y CO-) K DR-2 DC-G DR-2 OAK DR-2 DC-G DC-G HICKORY DR-2 v rr DC-G .i a 18 Overlay Restrictions Recommended by Staff: 1. The following Uses shall be prohibited: b. I_ .0 ve c- f n- ekk c. Attached SF (townhomes) d. Dwellings above Business e. Multi-Family f. Hotels g. Semi Public Halls, Clubs & Lodges h. Business and Trade Schools i. Bakeries j. Veterinary Clinics 2. Building height shall be limited to 40', a typical commercial building of two stories or less. 000 oe iumfln thin n=qWiP@A4@IqtS of 'in-, 0--f- Mini tin Inom ont Cnain Wothon thin nitormil 19 EXHIBIT 8 PROPOSED ZONING MAP AND OVERLAY RESTRICTIONS, AS RECOMMENDED BY THE PLANNING AND ZONING COMMISSION RCC-D NR -3 RCC-D SCRIPTURE C Z NR-3 ~ a a m HOUSTON DC-G NF'i'JU UEG~T PkvPE=.RITY OAK DR-2 DC-G DR-2 OAK DR-2 DC-G DC-G HICKORY DR-2 r~ DC-G uj Q 20 Overlay Restrictions Recommended by Planning and Zoning Commission: 1. The following Uses shall be prohibited: a. Agricultural b. Livestock c. Attached SF (townhomes) d. Dwellings above Business e. Multi-Family f. Hotels g. Semi Public Halls, Clubs & Lodges h. Business and Trade Schools i. Bakeries j. Veterinary Clinics k. Live/Work Units 2. Building height shall be limited to 40', a typical commercial building of two stories or less. 4. Commercial and retail structures (not including professional service and office buildings) shall be limited to 7,500 square feet. An SUP is required for additional square footage. 5. An 8' foot high solid screen fence (good side out) constructed with steel post and a decorative cap shall be constructed in the required buffer yard in lieu of the required buffer shrubs. All required buffer trees shall be planted in accordance with the requirements of the Denton Development Code. Within the overall development internal buffering between uses shall not be required. 7. The following architectural standards shall be incorporated into any new building: a. Architectural elements such as awnings, extended overhangs, columns or shutters shall be incorporated into the design of buildings. b. All windows shall be double insulated windows with thermal break and no mirrored glass. c. Flat roofs shall not be permitted. The minimum roof pitch shall be 4:12 and the maximum roof pitch shall be 10:12. d. New buildings shall incorporate alternating roof plate heights. e. Shingles (if used) shall be a minimum 30 year architectural style composition shingle. 21 EXHIBIT 9 NOTIFICATION INFORMATION 500 Ft. Courtesy Notification Boundary ~ f SITE 200 Ft. Notification Boundary U,ger,d Z09-0013 Public Notification Date: April 4, 2010 200' Legal Notices* sent via Certified Mail: 29 Number of responses to 200' Legal Notice: ■ In Opposition: 7 ■ In Favor: 6 ■ Neutral: 2 - A copy of the notification list is availahle at City Hall West, 221 N. Elm Street, Denton, TX 22 EXHIBIT 10 ZONING ANALYSIS i:OE.l;I_I I .50 Mile Radius l rJI C;T; II I Ifd1'! fJ `s F NRMU` .25 Mlle Radius 1;~fll IJv11G1 L _ .H: . RCC-D NR-3 Nt SITE IVY-1' ,fl - 14A DC-G IC-E DR-2 ('III :i I11U1 1 r.,r rlJ - I 1_1 I JJ L Legend Z09-0013 11 I~ SITE _ Parcels w%1_ • l' `+,,1 Uua1te11.111e Streets X00 400 0 000 Feet H.IfMOe DENTON; 23 EXHIBIT II LETTER FROM APPLICANT December 4, 2009 Mr. Mark Cunningham, AICP Director of Planning and Development City of Denton 221 N Elm Denton, TX 76201 Re: Rezoning application for 4.678 acres generally located at the northeast corner of Bonnie Brae and W. Oak, commonly referred to as 206, 218, 300 & 310 Bonnie Brae and 2286, 2300 & 2310 W Oak. Dear Mr. Cunningham, Mr. Bendy Tjandramulia is proposing to redevelop the majority of the properties (Exhibit 1 - Maps) for medical offices and the hard corner as commercial. The properties are currently zoned Neighborhood Residential 3 (NR-3) and we would be seeking a rezoning to Neighborhood Residential Mixed Use (NRMU) to allow the office use and to accommodate the anticipated lot coverage (Exhibit 2 - Concept Plan). The properties are not platted. The corner lot contains a vacant commercial building and the other lots are currently residential. PROJECT NARRITIVE: The subject property is currently zoned NR-3 and we are seeking NRMU zoning to accommodate the intended use (medical office and commercial). The current NR-3 zoning does allow office or commercial uses. Exhibit 2 is a land use comparison between the existing and proposed zoning districts. Site History: The properties are not platted. Surrounding land uses and zoning: North: Single-family (NR-3) & Historic Overlay District South: Single-family (DR-2), undeveloped (DC-G) & Multi-family (DR-2) East: Hospital, Assisted Living Facility & Convenient Store (DC-G) West: Single-family (NR-3) Existing Site Conditions: • Single-family & commercial structures • Water service is available via an existing 12" line along Oak and an existing 6" line along Houston St. • Sanitary sewer service is available via an existing 8" line along Oak. • The property is relatively flat with some scattered trees (Pecans) • Access to the properties is currently from Oak & Bonnie Brae (both Secondary Major Arterials) • Six residential structures and one commercial structure currently exist on the property. 2405 Mustang Drive - Grapevine, Texas 76051 / 469-955-8580 i 817-329-4453 (Fax) 24 Proposed Site Conditions: • No major topography alterations are proposed. • Primary access will be from Oak & Bonnie Brae • Medical offices are proposed on the majority of the site with one commercial structure located on the "hard" corner (with associated site improvements). • The residential structures will continue to be rented until development on those properties is proposed. • No Overlay Restrictions are proposed, HOWEVER, to be consistent with Z09-0008 we would be amenable to the following restrictions: No Industrial Uses ■ Eliminates Bakeries, Veterinary Clinics and Gas Wells Any residential use would require approval of an SUP • Includes Attached Single Family Dwellings, Dwellings Above Businesses, Live Work Units, Group Homes and Multi-family Dwellings. Multi-family Density Would be limited to 12 units per acre. • NRMU allows up to 30 units per acre, the proposed 12 units per acre is consistent with NRMU-12 • Denton Development Code Analysis: It is anticipated that the proposed development will meet or exceed the requirements of the DDC. • Denton Plan Analysis: This development meets or exceeds many of the stated goals and policies found in the Denton Plan including: Growth Management Policies (Page 21): Zoning should be used as originally intended, to address extreme incompatibilities between land uses. Zoning should be used to identify performance standards that allow land uses in defined districts based on their ability to mitigate potential negative impacts on neighboring properties. A reexamination of the use of zoning as a planning tool should be conducted to reflect community values successfully. Page 23: Based upon the additional residential development and the existing land use mix, the city will need to accommodate approximately 3,000 acres of industrial development, 3200 acres of commercial development, and 2,700 acres of institutional development. The plan encourages infill development, restoration and redevelopment within the existing center city and surrounding the universities. Page 37: Existing Residential . Infill Compatibility Within established residential areas, new development should respond to existing development with compatible land uses, patterns, and design standards. The plan recommends that existing neighborhoods within the city be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service, and commercial land uses is allowed. Page 2 of 4 25 Page 41: The role of commercial activity in the city is to provide convenient and available retail, service, and office opportunities to residents of the Denton market area. Commercial activity provides return on investment for business and property owners, employment opportunities for local residents, and an economic base for local taxing entities. Commercial activity generally supports community residential activity, but certain aspects of the retail, service, and office uses such as big-box retail, and service and office headquarters may be more regionally oriented and act as basic elements of the economy. Page 42: Primary Commercial Land-Use Principles: Maintaining Balance It is the desire of the residents of Denton to maintain and enhance the balance between residential and commercial land uses and assessed values in Denton. The redevelopment of this property will increase the assessed value Limiting Strip Development One of the overall goals of the land use plan is to limit the amount of strip commercial development along Denton's arterial streets, collectors, and highways. The expansion and redevelopment of Presbyterian Hospital along with the redevelopment of the medical offices along Oak. the rezoning and future development of the south east corner of Oak and Bonnie Brae (Z09-0008) and the rezoning and future redevelopment of this property will create a medical node /activity center. Demanding Quality The quality of development, particularly commercial development along the city's corridors, is a significant factor in the quality of neighborhoods, the urban environment, and the sustainability of structures. Adequate public facilities shall be a criterion by which zoning is granted Although the DDC ensures a minimum level of quality, this development will be competing against new medical offices that have recently been constructed along Oak and Scripture and thus will in all likelihood exceed the standards within the DDC and enhance the image of the area. We believe that medical office use is compatible with the adjacent land uses and appropriate based on the close proximity of the site with Presbyterian Hospital and adjacency to two Secondary Major Arterials. General Criteria for approval (§35.3.4.13 DDC) analysis: 1. A complete application and fee shall be submitted. Response: A complete application & fee was submitted. 2. Applications may be approved when the following standards are met- a. The proposed rezoning conforms to the Future Land Use element of The Denton Plan. Response: The proposed NRMU zoning is consistent with the existing land use designation (Existing Neighborhoods I Infill Compatibility). Pace 3 of 4 26 I Response: MA forzoning amendment. I ~I II TI: I i i I I I I 1, I i:" I ll I ,I, i-i1 11 I i i 1C! I I 1Ii" 1i r: Response: Adequate provisions for public utilities and conveniences :exist (see analysis above and PC109-00111 engineering comments). There will be a benefit to the local school district (papiient of school tax's but no students to educate', and no impact on parks because this in not a residential development, q 11 - III t i Il ,t I! III tI I III 'I 91 r ' Ifl',1 ar~ ,tr~~ 1 ~ I'>I I I I rl iLl'., ~Ti ''1 Is;l~"'ll ,,r 1 rrll ll;~ll, I 1-: ;l...1 I .'.;III ,r', ~i I'/ I_ 11 ill I'I I;. iI I I{. If mar ab~ 11=x'._lf J 111 ~ f II'~ t ~ r =z_f~'tIC'I 27 EXHIBIT II SITE PHOTOGRAPHS 5th 1, fr I "lot + 1 1. t, Existing Commercial building at the corner of Bonnie Brae Street and'R'est Oak Stree4tt All a E 4 f; i ySt44~H s t+ f\ Existing residential structure located at 2300 West Oak Street 28 t 6 Y ud, isya,N;q a~FXH .r ~ : f u F ~ , 14 Existing residential structure located at 2256 West Oak Street n stns ,'P v'M 1~1~ ~ 4 ~ aC be • ~m M a xt• a I' Existing residential structures located on Bonnie Brae Street (including property not included in this rezoning request). 29 N It' A, Syh It~'~ 4` t r y ~ d y i a z un¢' cF it s 'g q ~k~Fth3E~;"~:'SC' 1 L ,l: S I I zl I 1'. 11 f I 1 1. 1 ',.l ~ 1 II I The Vintage assisted LIN inrg Faciht\ to 01C est 01'01C subject site (on Bonnie Brae Street) 1 ,y i 'rr ' ,@ 1 I i I . (S.t Gas station/Retail store and Denton Muncipal Electric Substation on the southwest corner of the intersection of Bonnie Brae Street and West Oak Street. 30 s q~ Multifamily development and undeveloped property to the south of the subject site> ; the undeveloped property was recently rezoned to Downtown Commercial General (DC-G). 31 EXHIBIT 12 Letter from West Oak Neighborhood Representatives West Oak Area Neighborhood and Historic District www.westoakarea.org The West Oak Area Neighborhood and Historic District opposes the proposed zoning change from NR-3 to NRMU for properties located in our neighborhood. NRMU zoning would not serve the neighborhood's consistent long-term goal of maintaining and increasing single-family residential viability. This proposed zoning change involves three properties on West Oak Street. All three of them are listed in the 1995 Denton Historic Inventory: two of them are residential homes, and one of these homes abuts the West Oak Area Historic District overlay within the neighborhood. The proposed zoning change, if granted, would also effect the residential properties on Houston Place that are in our neighborhood, making residential property lines tangent with commercially zoned property. We are an old and established small residential neighborhood whose location makes us significantly vulnerable to zoning and development incursions, particularly on our southern (close to UNT) and western (close to medical facilities) edges. During the citywide rezoning in 2002 the Denton City Council agreed that our neighborhood should be actively preserved and that uniform zoning would be one way to help protect the residential quality of the neighborhood. Instead of zoning West Oak Street between Bonnie Brae and Jagoe on the north side and between Bonnie Brae and Ave G on the south side Downtown University Core, as the Planning Department advised, Denton City Council, after lengthy discussions with the West Oak Area Neighborhood Association, mandated that this area be uniformly zoned NR-3. Mr. Tjandramulia's zoning proposal is an example of the type of "zoning creep" that is the demise of centrally located residential neighborhoods. He has no site plan and is not a developer with a specific plan for the property. If allowed it would be the only property in the entire neighborhood zoned anything other than NR-3 and would be an invitation to the next real estate property packager to purchase several residential homes, apply for a zoning change using the last change as an argument and support for the current proposal, and "flip" the property. Rezoning properties lot by lot, or groups of lots does not serve the goal of maintaining or preserving a neighborhood; rather it serves the interests of real estate speculators often to the detriment of neighborhoods, particularly when the neighborhood is in an already physically vulnerable area. The West Oak Area Neighborhood Association has had an active neighborhood organization since at least the 1970's and has worked diligently to maintain the boundaries that were defined during the citywide re-zoning in 2002. In 2009 a good portion of the neighborhood had an additional historic district overlay, the West Oak Area Historic District and we are currently working with Denton's Planning Department to create a second overlay, a Small Area Plan, that 32 will include all properties in the neighborhood. The goal of these overlay districts is to provide as much structural support as possible to protect our residential neighborhood from non- residential incursions. We respectfully request that the City of Denton support the residential viability of the West Oak Area Neighborhood and vote to maintain NR-3 zoning. EXHIBIT 13 RESPONSES TO PUBLIC NOTIFICATION NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: _ _ In favor of request Neutral to request Opposed to request Reasons for Opposition: 1• Alb /48-/!`/617/00 u/Ti`- + 46111,419 CDAl ffaC!lfi t)l.~i l~lG( m.U'(© ~~,C j,9({/AQ/J 7J rH~S _ _ 3 /U!J A,10 C'DU 9 °t` C~dP~O Al~ C2e~ssU~ /k, ov5;2N S _ v B SKcY u_U~Sfv 725 ovNe9L Signatur Printed Name: ~'r""4,PP Mailing Address: / AA_1,e,~LA4- City, State Zip: y8o~ C 765 Telephone Number: ~~fC9 SW(r rg3- Physical Address of Property within 200 feet: 4/// ,9N,45 6%- CITY OF DENTON, TEXAS CITY HALL WEST - DENTON, TEXAS 76201 • 940.349.8541 (F) 940.349.7707 200'P& 2 Notice 04-14-10 11:50 IN 34 jj NOTICE OF PUBLIC HEARING Z09-0013 V The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request -Opposed to request Reasons for Opposition: Yy"' Signature: Printed Name: ~r C o~ Mailing Address: City, State Zip: 0_ u ' Telephone Number: 1) 5-5 f~t~ ~S Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 0 4 -9Pr31I • Its) 940.349.7707 260'P8Z Notice 04-14-10 10:06 IN 35 NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:34 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it-off- in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request (-~O~ppsed to request Reasons for Opposition: e ~ LA J, Signature: Printed Name: C-V Mailing Address: J:7 to Va F City, State Zip: L r -t4 Telephone Number:' 1 Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST DENTON, TEXAS 76201 940.349.8541 (F) 940.349.7707 200' P&Z Notice 36 NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would tike to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one:° In favor of request Neutral to request Opposed to request Reasons for Opposition: 1"rrrS Signature: 117 Printed Name: Mailing Address: 0' A° City, State Zip: c d -a Telephone Number: j j Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 940.349.8541 (F) 940.349.7707 200' P&Z Notice 37 FROM 'KRIKE SAX NO. :2143413222 Apr( +2 2010 08:25AM P1 NoT3:CE OF PUBLIC Pt ARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14. 2010, and consider making a recommendation to the City Council regarding the rezoning of " approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) Zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast comer of West Oak Street and North Bonnie Bree Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current Zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fox it -to the number, located at the bottom or mail it to the address below or drop it off in-person: - Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forts are used to calculate the percentage of landowners that support and oppose•the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request pposed tore ues Reasons for Opposition: .r0` ~ .ems se= 9lgnature' Printed Nam . - ~,d9g6- i Mailing Address: City, State Zip: Imo,/i~► Telephone Number: Physical Address of Property within 200 feet: CITYQF DENTON, TEXAS CITY HAIL WEST • DENTON, TEXAS 76201 • 94D.348.8541 • (F)940.338.7707 POD' PV Notice JS NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation t o the Cidenti 131(NR 3) og ing d stnctntooa at the no approximately 4.678 acres of property from a Nei9 located heast Neighborhood Residential Mixed Use (NRMU) zoning district. The property hasis stated the purpose~of th s corner of West Oak Street and North Bonnie Brae Street. The applicant hange of the under thefcudrrenthzo In ng on the back the zoning iden rezoning request i tomed cal and commec all uses not permittedroperty of this page to per (200)dfeet 2of the ' Council I own property within s two hundred ~ l located The public et, Denlton Texas. Bep.m. in the C cause you McKinney Street, subject property, the Planning and Zoning Commission would like to hear how you feet about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into hea account, return this form with your comments prior to the dateof the.) pYou mayring. This in way it to the number prohibits you from attending and participating in the public located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: Neutral to request Opposed to reques In favor of request Reasons fox Opposltion: G fro Cam„ _ .r^ ~ t^Ji ~~F eoc ~1 n~ VIN _ ~4b 6J 6 Signature: Printed Name: Mailing Address: 0 City, State Zip: vi 7 67 'K Telephone Number: t° ~f Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 940.349.8541 (F) 940.349.7707 200' P&Z Notice J9 NA2-26-2007 10:33P FROM: 70:3497707 P. 1111 INNOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.670 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request to to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. In the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feat of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, In order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request Opposed to request Reasons for Opposition: Signature: tgi da Printed Name: A WIM .rAtitw. No len Mailing Address: e;WO8 Q- Oak - 6f City, State Zip: &74m n -Voa Telephone Number- No,` 61o /a r 1$07 l/,,'~ 11 Physical Address of Property within 200 feet: o?o~ W . t J hgy) tDa CCTV OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 16201 • 940.349.6541 • (F) 940.3481707 200' P8Z Notice 40 NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feet about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person.: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. T] mission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request Opposed to request for Oppositi Signat re. Printed Name: I 1 Mailing Address: City, State Zip: I Telephone Number: 13 Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST DENTON, TEXAS 76201 940.349.8541 (F) 940.349.7707 200' P&Z Notice 41 r RECEIVED 04/09/2010 15!02 9727885234 DOLIRLaREE ACCrG Rpr 09 10 06:49p Planning nept Citp OP Den 9403497707 p.z NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4,678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. 'rho applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit mcclieal and commercial uses not permitted under the current zoning. The public heating will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commisslon would like to hear how you feel about this request and invites you to attend the public hearing, Please, in order for your opinion to be taken Into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission- is informed of the percent of responses in support and in opposition. Please circle one: In favor of reque t : Neutral to request Opposed to request Reasons for Opposition: Signature: Printed Name: PE5 Ti iFfL L, T/z h N a Mailing Address: i~'a Gd.' b I C. rc it ~a6 cd~ ~ ~olei T -)c -7 L 2,o~ City, State Zip: W S n L r Telephone Number. G 2 l LA Physical Address of Property within 200 feet: 2 a 4n'""f 1~"i~ t tOl L n, i _a"J Ciry OF WNT014, TEXAS CITY HALL WEST" DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 200` a&Z Nogco 42 0411212010 08.01 (FAX) P.0011001 NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose.of this rezoning request is to change the zoning designation of the property identified In the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Bait located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail itto the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request Opposed to request Reasons for Opposition: may' w-E ~ -Q a =g_ 1 o G - r lzti~e C, 1k Signature: Printed Name: ZIXIA Mailing Address: ~~Vl~~ll~ntL~C111 ~2 ~GLt'~S City, State Zip: 1 ~7r.a„"ro+iy x ~(p ~l~ ` Telephone Number: cj yr, - `3 A l - 7 V b~ Physical Address of Property within 200 feet: Ql CITY OF DENTON, TEXAS CITY HALL. WEST • DENTON, TEXAS 76201 940.349.8541 (F) 9413.349.7707 200'P&Z NoWe 43 NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Lease circle one: In favor of request N utral to request Opposed to request Reasons for Opposition: Signature: Printed Name: Mailing Address: F~ T City, State Zip: Telephone Number. VN !2 C2 Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 940.349.8541 (F) 940.3497707 200' P&Z Notkc? ~o , 44 NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please ircle e: In favor of request Neutral to request Opposed to request Reasons for Opposition: Signature: Printed Name: Mailing Address: i u ` 5 City, State Zip: J, V'\ Telephone Number: Physical Address of Property within 200 feet: Lo CITY OF DENTON, TEXAS UTY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 (E_) 940.349.7707 200' P&Z Notice 45 NOTICE OF PUBLIC HEARING Z09-0013 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, April 14, 2010, and consider making a recommendation to the City Council regarding the rezoning of approximately 4.678 acres of property from a Neighborhood Residential 3 (NR-3) zoning district, to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is located at the northeast corner of West Oak Street and North Bonnie Brae Street. The applicant has stated the purpose of this rezoning request is to change the zoning designation of the property identified in the map on the back of this page to permit medical and commercial uses not permitted under the current zoning. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would tike to hear how you feet about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning Division 221 N. Elm Street Denton, Texas 76201 Attn: Jane Gurney, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In (aver of request Neutral to request Opposed to request Reasa Oppositi Signature: t Printed N m Je6F i kL~E\ Mailing Address: 3~5_ P7CJOv g rbG J/Z. City, State Zip; I~I+t 71C Telephone Number: Z/y 64Y•5~~~~ Physical Address of Property within 200 feet: ~1~ 1 S~►est S'~/ 3Lt{ ~w'V~itr CITY OF DENTON, TEXAS CITY HALL. WEST • DENTON, TEXAS 76201 940349.8541 (F) 94o.349.7707 200' P&2 Notice 46 04/08/2810 08:58 940-369-8760 LIB ADMIN PAGE 01 NOTICE OF PUBLIC HEARING Z09.0013 Tie Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday. A ril 14, 2010, and consider making a recommendation to the City Council regarding a ortiof a proximately 4.678 acres Of property from a Neighborhood Residential 3 (NR-3) zoning district, to a N ighborhood Residential Mixed Use (NRMU zoning district. The property is located at the the northeast mer of West Oak Street and North Bonnie Brae street. The applicant has stated the purpose of this re oning request is to change the zoning designation of the property identified in the map on the back of his page to permit medical and commercial uses not permitted under the current zoning. Th public hearing will start at 6:30 p.m, in the City M inney Street, Denton, Texas, Because you on property within Chambers of two City Mall hundred (ZDO) located at feet of the Council 215 E. ~A su ect properly, the Planning and Zoning Commission would like to hear how Me and invites you tO attend the public hearing. Please, in order for your opinionuto be takent into yu feel this ac unt, return this form with your comments prior to the date of the public hearing, (This in no way Pro ' its you from attending and participating in the public hearing) loc ted at the bottom or mail it to the address below or drop it i+ off in ou may fax it to the number - Yperson- Planning Division 221 N. Elm Street Denton, Texas 76201 Attn. Jane Gurney, Project Manager Thee forms are used to calculate the percentage of landowners that support and oppose the req est. The Commission is informed Of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request Rea ns for O Opposed to request. pposition: r' c o ~ t~<c trSp On iovld be and- af' hi`sy'or^~ ca/ /~'Pic / ~bS 16,8 Yle A7!Y~ act- ON _VQIfA~S ~Xc 5a; VC t7ML ,,ITt7} of J~Aas~d co~.y~~c.•.. Signa re: t,GQAM Printe Name: 4J 54 n 4 ~ 5 2-H .0 s a 2- Maiiin Address: '2-2=70 West (54k Sf-• City, S .'ate Zip: -Depiita rl , -4 -?6 2_O Telephone Number: z? q o ^ is p y' j Physic I Address of Property within 200 feet: Zz~a tt~BSt k ~'T , p CITY F D,ENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940,349.6541 • (F)940,349.7707 200T82 oUre 1 47 Apr 06 10 10:31a M orosoft p.1 April 6, 2010 To: Planning & Zoning commission City of Denton From: Russell Rowe - Bonnie Green Apartments Re. Z-ao3 To Whom It May Concern, I vote to approve a rezoning of the subject property to a NRMU zoning district. The Bonnie Brae Medical Park provides the highest and best use for the property and a wonderful upgrade for the neighborhood. Respectfully, Rovie, Owner 101-1215. Bonnie Brae 48 EXHIBIT 15 EXCERPT OF MINUTES FROM THE PLANNING AND ZONING COMMISSION MEETING OF APRIL 14, 2010 Public Hearing Item 4.B. Rezoning of approximately 4.678 acres of land from a Neighborhood Residential 3 (NR-3) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is generally located at the northeast corner of Bonnie Brae Street and West Oak Street. (Z09-0013, Bonnie Brae Medical Park, Jane Gurney) Jane Gurney, Project Manager, presented this request for a zoning change. The property is comprised of seven separate tracts of land generally located the northeast corner of north Bonnie Brae Street and West Oak Street. The property surrounds an existing single family parcel that is not included in this rezoning request. Six of the properties are currently developed with residential uses, and one property (at the corner of Bonnie Brae and West Hickory) operated as a special exception retail sales and service, although this structure is currently unoccupied. The applicant is requesting a zoning change to NRMU, subject to a restrictive overlay, including no multi-family uses being permitted, and not industrial uses permitted by right (veterinarian hospitals or bakeries). The purpose of this request is to develop the site with medical-related and commercial uses not allowed under the current zoning. Twenty-nine legal notices were sent out. Staff received 6 responses in favor, 7 in opposition, and 2 neutral responses. This will require super majority by City Council regardless of P&Z vote. The Development Review Committee recommends denial of this rezoning request, as proposed by the applicant, however, the committee recommends approval of the rezoning of the six properties to NRMU with a restrictive overlay to prohibit multi-family uses, veterinarian clinics and bakeries, as shown in Exhibit 5B, and maintain the existing NR-3 zoning on the lot directly adjacent to the West Oak Area Historic District. The applicant's representative Larry Reichhart, Spring Brook Planning Group spoke in favor of the request. He stated that this is for a medical office and professional offices. They would like to leave the building at 2286 West Oak and just remodel. This request was generated by Presbyterian Hospital and Denton MD driving more medical offices in the area. Larry stated that this is more of a transitional zoning and not isolated. Several citizens spoke in opposition to this request for rezoning. Closed the public hearing at 8:17 p.m. Motion: Commissioner Brian Bentley motioned to reopen the public hearing and continue this item at the next meeting. Seconded: Commissioner Patrice Lyke On roll call vote, Chairman Walter Eagleton "aye", Commissioner Brian Bentley "aye", Commissioner Jay Thomas "aye", Commissioner Patrice Lyke "aye", Commissioner Thom Reece "aye", and Commissioner John Ryan "aye". Motion carried unanimously. Passed: 6-0 49 EXHIBIT 16 EXCERPT OF MINUTES FROM THE PLANNING AND ZONING COMMISSION MEETING OF APRIL 28, 2010 Public Hearings C. Rezoning of approximately 4.678 acres of land from a Neighborhood Residential 3 (NR-3) zoning district to a Neighborhood Residential Mixed Use (NRMU) zoning district. The property is generally located at the northeast corner of Bonnie Brae Street and West Oak Street. (Z09-0013, Bonnie Brae Medical Park, Jane Gurney) Jane Gurney, Project Manager, stated that this case was tabled from a previous Planning and Zoning Commission meeting. The request is for a rezoning of approximately 4.678 acres of land from a Neighborhood Residential 3 (NR-3) zoning district to a NRMU zoning district with consideration being given to a restrictive overlay. Staff recommends approval of a portion of the request in that 6 of the lots, closest to Bonnie Brae, be re-zoned to NRMU with a few overlay restrictions and that 2216 West Oak be maintained at the current zoning of NR-3. The applicant has revised the requested overlay restrictions to include that certain uses be prohibited. These were provided to the Commission in the Work Session. There were 29 legal notices sent to properties within 200 feet of the subject site. There were 6 responses in favor, 7 responses in opposition and 2 responses in neutral. More than 20% of the responses were in opposition, so if this request goes forward to City Council a supermajority vote will be required. The applicant's representative Larry Reichhart, Springbrook Planning Group, was present to speak. There were several citizens who were present who filled out speaker cards in opposition and some spoke to the Commission. The major concern addressed by the citizen's is the lack of a site plan and uncertainty of what could potentially be developed as well as the commercial use of a residential lot that borders a historic district. The applicant's representative offered rebuttal to the comment of citizen's and staff. Mover: Commissioner Jay Thomas motioned approval of the re-zoning of the 6 lots recommended by staff with overlay restrictions. Seconder: Commissioner Jean Schaake On roll call vote: Commissioner Jay Thomas "aye", Commissioner Jean Schaake "aye", Chairman Walter Eagleton "aye", Commissioner Thom Reece "aye", and Commissioner Brian Bentley "aye", Commissioner Patrice Lyke "nay". Passed: 5-1 50 sAegahour documents%ordinances1101z09-0013 bonnie brae medical.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR A ZONING CHANGE FROM A NEIGHBORHOOD RESIDENTIAL 3 (NR-3) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION TO A NEIGHBORHOOD RESIDENTIAL MIXED USE (NRMU) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION ON TRACTS 256, 257, 258, 260 AND 261 OF THE E. PUCHALSKI SURVEY, WITH AN OVERLAY DISTRICT ON THOSE SAME TRACTS, PLUS TRACT 263, CONTAINING ADDITIONAL RESTRICTIONS AS NOTED; THE AREA FOR ZONING CHANGE ENCOMPASSES APPROXIMATELY 4.678 ACRES OF LAND LOCATED AT THE NORTHEAST CORNER OF NORTH BONNIE BRAE STREET AND WEST OAK STREET, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (Z09-0013) WHEREAS, Springbrook Planning Group has applied for a change in zoning for approximately 4.678 acres of land, depicted in Exhibit "A", and legally described in Exhibit.'B",. both of which are attached hereto and incorporated herein by reference (hereinafter, the "Property"), from a Neighborhood Residential 3 (NR-.3) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation with consideration being given to overlay restrictions; and WHEREAS, on April 28, 2010, the Planning and Zoning Commission recommended approval of the change in zoning, subject to the conditions outlined in Sections 2 and 3 below; and WHEREAS, the City Council finds that the change is consistent with the Denton Plan and the Development Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. The zoning district classification and use designation for the Property is hereby changed from Neighborhood Residential 3 (NR-3) to Neighborhood Residential Mixed Use (NRMU), on tracts 256, 257, 258, 260 and 261, and shall remain as Neighborhood Residential 3 (NR-3) on Tract 263, with all tracts in the Property, containing the following additional restrictions: Notwithstanding the attached real property description, the property being rezoned includes all property to the centerline of all adjacent. street rights-of-way. I . Agriculture, Livestock, Attached Single-Family Dwellings, Multi-Family Dwellings, Live/Work Units, Hotels, Semi-public Halls, Clubs, and Lodges, Business/Trade Schools, Bakeries, and Veterinary Clinics, as defined by the Denton Development Code, are prohibited uses on the Property. 2. Building heights shall be limited to forty (40) feet. 3. Commercial and Retail Structures, with the exception of professional services and salegahour documents%ordinances1101z09-0013 bonnie brae medical.doc office buildings, shall be limited to 7,500 square feet. A Specific Use Permit shall be required in order for additional square footage, not to exceed 25,000 square feet, as limited by the Denton Development Code. 4. An eight (8) foot high solid screen fence (good side out) constructed with steel posts and a decorative cap shall be constructed in the required buffer yard, in lieu of the required buffer shrubs. All required buffer trees shall be planted in accordance with the requirements of the Denton Development Code. Within the overall development, internal buffering between uses shall not be required. SECTION 3. The following architectural standards shall be incorporated into any new building constructed on the Property: 1. Architectural elements such as awnings, extended overhangs, columns or shutters shall be incorporated into the design of buildings. 2. All windows shall be double insulated windows with thermal break and no mirrored glass. 3. Flat roofs shall not be permitted. The minimum roof pitch shall be 4:12 and the maximum roof pitch shall be 10:12. 4. New buildings shall incorporate alternating roof plate heights. 5. Shingles, if used, shall be a minimum of 30 year architectural style composition shingle. SECTION 4. The City's official land use map is amended to show the change in the land use designation. SECTION 5. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 6. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 7. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR sAour documentsWdinances\1OV09-0013 bonnie brae medical.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, Y BY: F~ PAGE 3 sAour documentslordmances1t01z09-0013 bonnie brae medicaLdoe EXHIBIT A t4 L ~ - 1 o ,(h HOUSTON Yrict t56> Eu!ierte Puchadsks surveys t i Ttart 2571 Eugene Puch dskj sllR'y i SUBJECT - V:.:_pROPERTY= Tiact25s, Eli me Poo atski Sunny J j T s.,t. 260 R PiN;I;«Iski I ~ 5ur~cy j ~ I: 3 c Tract 261 j Trart'2t32 1 Tract 2G3 3 Et erte t ' Eui:tene E Pl'tchaKki- J. Suf~rey . if Pugh alsks PLfufl'MS~kr 1 OAK - I PAGE 4 scour documents\ordinances\10%z09-0013 bonnie brae tnedical.doe EXHIBIT B BEING all that certain lot, tract, or parcel of land situated in the Eugene Puchalski Survey Abstract Number 996 in the City of Denton, Denton County, Texas, being all that certain tract of land conveyed by deed from Billy Royce Kenas, et at to Berdy Tjandramulia recorded under Document Number 2008- 46396, Real Property Records, Denton County, Texas and being all that certain tract of land conveyed by deed from Denton Buildings, L. P. to Berdy Tjandramulia recorded under Document Number 2008- 46734, Real Property Records, Denton County, Texas and being all that certain tract of land conveyed by deed from Peter Mark Hulstrand and Randena Hulstrand to Berdy Tjandramulia recorded under Document Number 2008-33555, Real Property Records, Denton County, Texas and being all that certain tract of land conveyed by deed from Janice E. Lewis and Roger E. Lewis to Berdy Tjandramulia recorded under Document Number 2008-56461, Real Property Records, Denton County, Texas and being all that certain tract of land conveyed by deed from WM Specialty Mortgage LLC to Berdy Tjandramulia recorded under Document Number 2007-100115, Real Property Records, Denton County, Texas and being all that certain tract of land conveyed by deed from Margaret Barnes, et al to Berdy Tjandramulia recorded in Volume 4258, Page 2186, Real Property Records, Denton County, Texas and being all that certain tract of land conveyed by deed from Ralph N. Kimmey and Nancy M. Kimmey to Berdy Tjandramulia recorded under Document Number 2009-127975, Real Property Records, Denton County, Texas and being more particularly described as follows: BEGINNING at an iron rod found for comer in the north line of West Oak Street, a public roadway, said point being the southwest comer of that certain tract of land conveyed by deed from Michael H. Nolen to Lynda Lee Parker Nolen recorded in Volume 1844, Page 626, Real Property Records, Denton County, Texas; THENCE N 89° 06'26" W, 299.44 feet with said north line of said West Oak Street to a point for comer in the east line of North Bonnie Brae, a public roadway; THENCE N 01 ° 35' 32" W, 148.58 feet with said east line of said North Bonnie Brae to a point for corner, said point being the southwest corner of that certain tract of land conveyed by deed from Pamela Ann Strickland et al to Richard T. Muir and John D. Springer recorded in Volume 1821, Page 471, Real Property Records, Denton County, Texas; THENCE EAST, 100.00 feet with the south line of said Muir and Springer tract to a point for corner, said point being the southeast corner of said Muir and Springer tract; THENCE N 00° 16' 10" W, 99.86 feet with the east line of said Muir and Springer tract to a point for corner, said point being the northeast corner of said Muir and Springer tract; THENCE West, 144.10 feet with the north line of said Muir and Springer tract to an "X" in concrete found for corner in said east line of said North Bonnie Brae; THENCE N 11° 05' 31" W, 298.10 feet with said east line of said North Bonnie Brae to an iron rod found for corner, said point being the southwest corner of that certain tract of land conveyed by deed from Rayzor Investments, Ltd. To David J. Ostrom and Melody L. Buys recorded in Volume 4205, Page 882, Real Property Records, Denton County, Texas; THENCE N 86° 59' 58" E, 124.27 feet with the south line of said Ostrom and Buys tract to a fence corner for corner, said point being the southeast comer of said Ostrom and Buys tract; THENCE N 01° 43'36" W, 142.59 feet with the east line of said Ostrom and Buys tract and with the PAGE 5 scour documents\ordinances\10\z09-0013 bonnie brae medicai.doc east line of that certain tract of land conveyed by deed from Maggie Sue Collier Davis to Willie A. Hudspeth and wife, Doretha Hudspeth recorded in Volume 928, Page 682, Deed Records, Denton County, Texas to a fence corner for corner, said point being the southwest corner of that certain tract of land conveyed by deed from J. Michael Drown and wife Kimberly Drown to Jeffrey S. Talbot and Terri L. Talbot recorded under Document Number 2004-63111, Real Property Records, Denton County, Texas; THENCE S 89° 14'08" E, 178.29 feet with the south line of said Talbot tract and with the south line of that certain tract of land conveyed by deed from Ludell Ford Austin et al to J. Michael Drown recorded under Clerk's File Number 94-R0028663, Real Property Records, Denton County, Texas, to an iron rod found for corner, said point being the northwest corner of Lot 1, Block 1 of Houston Place Addition, an addition to the City of Denton, Denton County, Texas according to the plat thereof recorded in Cabinet D, Page 107, Plat Records, Denton County, Texas; THENCE S 00° 42'58" E, 145.68 feet with the west line of said Houston Place Addition to an iron rod found for corner in Houston Place, an unimproved roadway having a right-of-way of 50.0 feet; THENCE S 89° 06' 38" E, 114.39 feet with said Houston Place to an iron rod found for corner; THENCE S 00° 54'38" W, 24.92 feet to an iron rod found for corner in the south line of said Houston Place and in the north line of that certain tract of land conveyed by deed from Thomas Paul Kehler to Andrew R. Cooper recorded in Volume 1235, Page 981, Deed Records, Denton County, Texas; THENCE N 89° 01'20" W, 10.93 feet with said south line of said Houston Place and with said north line of said Cooper tract to an iron rod found for comer, said point being the northwest comer of said Cooper tract; THENCE S 00° 46'48" E, 147.94 feet with the west line of said Cooper tract to an iron rod found for corner, said point being the southwest corner of said Cooper tract; THENCE S 89° 56' 34" E, 6.67 feet with the south line of said Cooper tract to an iron rod found for corner, said point being the northwest corner of said Nolen tract; THENCE S 00° 57' 08" W, 372.18 feet with the west line of said Nolen tract to. the PLACE OF BEGINNING and containing 4.678 acres of land. PAGE 6 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Planning and Development ACM: Fred Greene SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for amendments to the Rayzor Ranch Overlay District (RROD) Section 35.7.15 of the Denton Development Code (DDC) on property encompassing approximately 410 acres of land in its entirety and being located generally on both sides of U.S. Highway 380 (West University Drive), between Interstate Highway 35 and Bonnie Brae Street. The Northern Tract of the RROD contains approximately 153 acres north of U.S. Highway 380 and the Southern Tract contains approximately 239.05 acres south ofU.S. Highway 380. The proposed amendments are related primarily to the Southern Tract which is located within a Regional Center Commercial Downtown (RCC-D) and a Neighborhood Residential Mixed Use (NRMU) zoning and use district as modified by the Rayzor Ranch Overlay District. Specifically the applicant's proposal includes: 1. Modifying certain previously approved development standards, 2. Proposing an increase to Multi-family density on the Southern Tract, 3. Replacing the previously approved Master Site Plan with a Conceptual/Schematic Plan on the Southern Tract, 4. Amending and adding definitions to land uses on the Southern Tract, 5. Amending and defining landscape guidelines on the Southern Tract, 6. Amending and defining architectural guidelines on the Southern Tract, and 7. Amending and defining signage guidelines on the Southern Tract. The Planning and Zoning Commission recommends approval of the amendments to the Rayzor Ranch Overlay District, as conditioned (5-2). 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: I 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 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 will comprises 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 2 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 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 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. 4 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: 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: 5 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. 380. 3. Additional language and exhibits for the Rayzor Ranch Special Sign District. The Commission tabled the following items for future consideration: 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. The properties surrounding the entire 410-acre site were sent notices for each phase of public hearings regardless that the proposed standards affect property only on the south side of U. S. 380. Public notification information is provided in Exhibits 5 and 6. OPTIONS: 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Recommend the item to be tabled. RECOMMENDATION: The Planning and Zoning Commission recommends approval of the amendments to the Rayzor Ranch Overlay District, as conditioned (5-2). 6 The Development Review Committee (DRC) recommends approval of the amendments to the Rayzor Ranch Overlay District, as conditioned. 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 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 7 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. 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. 8 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. Existing Concept Plan 5. Notification Map 6. Notification Responses 7. Proposed Ordinance Prepared by: Erica Marohnic, AICP Senior Planner Respectfully submitted by: for Mark Cunningham, AICP, CPM Director, Planning and Development 9 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 P&Z Recommendation: The Planning and Zoning Commission recommends APPROVAL of this Overlay Amendment, as conditioned (5-2). DRC Findings/Recommendation Page 1 of 6 6111 2010 3:1: 16 PM Case#: Z10-0010 DRC Recommendation: The Development Review Committee recommends APPROVAL of this Overlay Amendment, as conditioned. 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 featuring a "Bubble Plan" 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." DRC Findings/Recommendation Page 2 of 6 6111 2010 3:1: 16 PM Case#: ZIO-0010 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. Development Review Committee Based upon the information provided by the applicant and a recent site visit, the Development Review Committee finds that with the recommended conditions the request IS CONSISTENT with the surrounding land uses and general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT with the Denton Development Code. GENERAL NOTES VOTE: Approval of this request shall not constitute a waiver or variance Born any applicable development requirement unless spec(frcally, noted in the conditions of approval and consistent with the Denton Development Code. VOTE: All written comments made in the application and subsequent submissions of igformation made dining the application review process, which are on file with the CitJ, gfDenton, shall be considered to be binding upon the applicant, provided such comments are not at variance with the Denton Plan, Denton Development Code or other development regulations in effect at the time of development Surrounding Zoning Designations and Current Land Use Activity: Northwest: North: Northeast: Regional Center Commercial Regional Center Commercial Coimmmity Mixed Use General Downtown (RCC-D) and Downtown (RCC-D) and (CM-G) Coimmmity Mixed Use General Coimmmity Mixed Use General (CM-G) (CM-G) West: Subject Property: East: Industrial Center Employment Regional Center Commercial Neighborhood Residential 3 (NR-3) (IC-E) Downtown (RCC-D) and Neighborhood Residential Mixed Use (NRMU Southwest: South: Southeast: Industrial Center Employment Downtown Commercial General Neighborhood Residential 3 (NR-3) (IC-E) (DC-G) Source: City ofDenton Geographicallnformation System and site visit by City staff 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. DRC Findings/Recommendation Page 3 of 6 6111 2010 3:116 PM Case#: Z10-0010 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). Exhibit 7 details the proposed standards which 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 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 ofU.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 U.,it Residential Dwellings and Multi Family Developments, of the DDC as a placeholder for the South Mixed- DRC Findings/Recommendation Page 4 of 6 6111 2010 3:1: 16 PM Case#: Z10-0010 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, fagade 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. Examples have been provided in Exhibit 7. 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 7. 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. 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. Comments from other Departments: The key members of the Development Review Committee have reviewed and support this request as conditioned. DRC Findings/Recommendation Page 5 of 6 6111 2010 3:1: 16 PM Case#: Z10-0010 FINDINGS: Amendments to an Overlay District are required to follow the Zoning Amendment procedure in the DDC. Pursuant to subsection 353.4.B. of the Denton Development Code, a zoning amendment shall be approved only when the following criteria are met: 1. The proposed rezoning conforms to the Future Land Use element of The Denton Plan. The Regional Mixed (Ise and Neighborhood Centers future land use categories are appropriate to support the amendments being proposed by the applicant as conditioned 2. The proposed rezoning facilitates the adequate provisions of transportation, water, sewers, parks, other public requirements and public convenience. Adequate provisions of transportation, water, sewers, parks, other public requirements and public convenience will exist and shall be improved as apart of this development to offset the impacts it generates. DRC Findings/Recommendation Page 6 of 6 6111 2010 3:1: 16 PM Case#: Z10-0010 I 1 c-. 1111.1 1 i~ '1 t - I I I IF~ 1{'~ ~,ti 'i t 4 t LLJ till 1 7 r y df ` - 1 _ "V - L ~ 5 r - y - y I I 1- 4 'yam 5 P I'; M - Legend G,\ {r t V r i 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 ld1Y!'3 I I I _ ,II I - - - - - - - - - I EXHIBIT 9 Current Conceptual Plan c V) cn U) n _ ~D N 0 m 7 A x m r- A 70 ;U x ,"U rv M 03 a, y rv N ~ x n n A q pr, z m ~ L3 m z T, m z a D r - - T N 'n Ua T~ w T ra a a _ D n iv ; _..I z z 0 0 a o Q Cl C7 C O O O A p O Z O -i U T* i~ nr C7 m rri z u u m T r T n n ~ r. z A -f m n n „ xU n ~ _ o o rn W W b Y q q m m m m m m l 1 tl-(f(? I O f Public Notification Date: May 13, 2010 1 7 i0' tFgal Notices: Courtesy Notices: ■in Opposition: 2 'in Favor: 1 Neutral: 1 PUBLIC HEARING NOTICE OF ZIo-0010 'on hearing n d Distct ay 26, e Planning and Zoning Commission of the City of Denton illl pu the Raynor Ranch Overlay 2010 Th consider making a recommendation to city Council regarding amendments 410 (RROD) Section 35.7.15 of the Denton Development Code (DDC). The~RROD encompass approximately University Drive acres of land in its entirety and is located generally on both sides' of U.S. Highway 380 (West approximately t of the Trac pproximatel y2039 05 acres oputh of U.S between Interstate Highway 35 and Bonnie Brae Street. T act costa Northern a 153 acres north of U.S. Highway 380 and the Highway 380. and is Although the proposed amendments are relatedRODaril~yhe Sou hers T actraS tapnpotices areroximatela 239Bing.05 sent to acres property owners within 200 and 500 feet of the entire R located within a Regional Center Commercial Downtown the RaRRanph Overlay Di. SpeRfcally the applicant's (NRMU) zoning and use district as modified by Yzo proposal includes: 1. Modifying certain previously approved development standards, 2. Proposing an increase to Multi-family density on the Southern Tract, 3. Replacing the previously approved Master Site Plan with a Conceptual/Schematic Plan on the Southern Tract, 4. Amending and adding definitions to land uses on the Southern Tract, 5. Amending and defining landscape guidelines on the Southern Tract, 6. Amending and defining architectural) guidelines the the SouthTrn Tract, and guidelines Southern . 7. Amending and defining signage The Planning and Zoning Commission hearing will be held at 6:30 p.m, in the City Council Chambers located in City Hall at 215 E. McKinney Street in Denton, Texas. hambers 215 of the s b~ cf properlynney the 20i0) feetlocated E. McKi The public hearing will start at 6:30 p.m. in the City Cof~inilfwo hundred (200)Hall Street, Denton, Texas, Because you own property w Planning and Zoning Commission would like to hear howylou~feel aabout thi reque t is and minv ites you t your comments end the taken public hearing. Please, in order for your opinion to be prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may flax it to the number located at the bottom or mail it to the address below or drop it off in- person: Planning and Development Department Attn. Erica Marohnic, Project Manager 221 N. Elm ST Denton, Texas 76201 These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: Neutral to request pposejl to request In favor of request Reasons for Opposition: o5760 7D Ow ta'a" C TS AdUll-Wd TEXAS CITY HALL WEST DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 CITY OF DENTON, )5'~ 315W, 1100 P&L Nolicc Signature: Printed Name: Mailing Address: 2-110 cl v City, State Zip: DEA) lb A). 76 zu7 Telephone Number: U S"8 Physical Address of Property within 200 feet: V-00 7WL)A)0&XAA I EMU R 500 Ft. Radius t- - r Aip ` 200 Ft. Radius 'Nor."f `e n i k . r It ~ ISTAL AK Rayzor Ranch Overlay Amendment ZI0'00'10 ' CITY OF DENTON, TEXAS CITY HALL WEST DENTON, TEXAS 76201 940.349.8541 (F) 940.349.7767 200' PZ Nofrce NOTICE OF PUBLIC NEARING zI O-001 o The Planning and Zoning Commission of the City of Denton will hold a public hearing on May 26, 2010 and consider making a recommendation to City Council regarding amendments to the Rayzor Ranch Overlay District (RROD) Section 35.7.15 of the Denton Development Code (DDC). The RROD encompasses approximately 410 acres of land in Its entirety and is located generally on both sides of U.S. Highway 380 (West University Drive), between Interstate Highway 35 and Bonnie Brae Street. The Northern Tract of the RROD contains approximately 153 acres north of U.S. Highway 380 and the Southern Tract contains approximately 239.05 acres south of U.S. Highway 380. Although the proposed amendments are related primarily to the Southern Tract, notices are being sent to property owners within 200 and 500 feet of the entire RROD. The Southern Tract is approximately 239.05 acres and is located within a Regional Center Commercial Downtown (RCC-D) and a Neighborhood Residential Mixed Use (NRMU) zoning and use district as modified by the Rayzor Ranch Overlay District. Specifically the applicant's proposal includes: 1. Modifying ceifain previously approved development standards, 2. Proposing an increase to Multi-family density on the Southern Tract, 3. Replacing the previously approved Master Site Plan with a Conceptual/Schematic Plan on the Southern Tract, 4. Amending and adding definitions to land uses on the Southern Tract, 5. Amending and defining landscape guidelines on the Southern Tract, 6. Amending and defining architectural guidelines on the Southern Tract, and 7. Amending and defining signage guidelines on the Southern Tract. The Planning and Zoning Commission hearing will be held at 6:30 p.m. in the City Council Chambers located in City Hall at 215 E. McKinney Street in Denton, Texas. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in- person: Planning and Development Department Attn: Erica Marohnic, Project Manager 221 N. Elm ST Denton, Texas 76201 These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request Opposed to request Reasons for Opposition: CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 200' PeZ IJaNc.e I Signature: 7./ Printed Name Mailing Address: /0 1/ ,V City, State Zip: Z,0,1- Telephone Number: Physical Address of Property within 200 feet: lz>,, W f4~u trl~ ~A~ R 500 Ft. Radius t- LOU 0 200 Ft. Radius 63, •4.4 • v ~ Nort ern. x`44` '~```:-4v v'•4`•' 4 44 4 X4:4 .,.-•4414 v 1 11y •-v.y.:~~• ~ 1 i4 v '44 •4.4'11,4 • ~44`•,1 ~ 414~•- "4.444 4 }4 v 11 1-•:, '•141 44 • 1 •4• v vv 4 4 T`•••' s .`4~s;4ti` '"1 •.~•'~44~4: 4`'~ •4•' 41 1 •,.~J,~y} ~ 444,•.`'' • : I37AL ~ S :R j b A~ Rayzor Ranch Overlay Amendment Z10-0010 CITY OF DENTON, TEXAS CITY HALL, WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 '00' F'ez l"fa[ice 05/21/2010 09:00 9722193772 LEWISVILLE PAGE 01/01 Signature: Printed Name: mailing Address: •a o " City, State Zip: 'l Spa `t Telephone Number. A Physical Address of Property within 20D feet: L_"r:, R These farms are used to calculate the' percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please clrcte one: CInfavor =re4usst> Neutral to request Opposed to request Reasons for Opposition: CITY OF DENTON, Tt%4S CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 (E) 940.349.7707 200`Pa Hallo? % :1 ~ t E % v r![~_ l{ ~ F i_ Z 4 ifs S 141 i_LiY }j \/v Ike. _ _ 1 i - f L \ 11 - r T-.S ~1s. F^ j.. i T { 3 3 i„~ I~E ? 1 1 1 " r' , 4L1 t 1 y-MH I i i 111 It ii tt 7VA t Lux ~l i F ~ i 7 i7 €n CITY HALL WEST - D1:td'rON, TEXAS 70201 - 940.:349.5641 - (F) 940.349.7RV7 11 ~i L[?0P[:c i~c~rt~? June, 112010 V.5 DRAFT ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING THE DEVELOPMENT STANDARDS FOR THE RAYZOR RANCH OVERLAY DISTRICT BY SUPERSEDING THE PREVIOUSLY APPROVED RAYZOR RANCH OVERLAY DISTRICT CLASSIFICATION, AND AMENDING BY SUPERSEDURE CHAPTER 35, SUBCHAPTER 7.15 OF THE CITY OF DENTON CODE OF ORDINANCES, "DENTON DEVELOPMENT CODE", "SPECIAL PURPOSE AND OVERLAY DISTRICTS"; PROVIDING FOR SEVERABILITY; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the owner of the property defined by the Rayzor Ranch Overlay District, legally described in Exhibit "A" to Ordinance 2008-018, and incorporated herein by reference (the "Property") supports the amendments described herein to the Rayzor Ranch Overlay District; and WHEREAS, Sections 35.7.1, 35.7.2, and 35.7.3 of the Denton Development Code authorize the City Council to approve overlay districts to protect and enhance certain specific lands and structures which, by virtue of their type or location, have characteristics which are distinct from lands and structures outside such special districts and contain such reasonable and necessary requirements to insure the protection and enhancement of said land and structures. Further, the overlay districts are authorized to establish specific design standards and development regulations to effectuate the purpose of the district; and WHEREAS, on the Planning and Zoning Commission, conducted a public hearing, and having found that all prerequisite requirements had been satisfied, recommended approval of the requested zoning and code amendments; and WHEREAS, on the City Council held a public hearing as required by law and approved the modified Rayzor Ranch Overlay District, as amended herein; and WHEREAS, the City Council finds that the modified Rayzor Ranch Overlay District serves a public purpose; and WHEREAS, the City Council makes the following findings: A. The changes are consistent with the Comprehensive Plan; and B. The Rayzor Ranch Overlay District will protect and enhance the Property, which is distinct from the lands and structures outside of the Rayzor Ranch Overlay District, including the immediate neighborhood. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. June 11, 2010 SECTION 2. Chapter 35, Subchapter 7 "Denton Development Code", "Special Purpose and Overlay Districts", Code of Ordinances, City of Denton, Texas is hereby amended by supersedure of Section 35.7.13. Rayzor Ranch Overlay District, to read as follows: 35.7.15.0 Rayzor Ranch Overlay District. The Rayzor Ranch Overlay District classification is hereby defined with respect to approximately 410 acres of land, legally described in Exhibit "A" to Ordinance 2008-018. 35.7.15.1 Purpose. The purpose of establishing the Rayzor Ranch Overlay District is to: A. Ensure compatibility of new construction with the existing scale and characteristics of surrounding properties; and B. Protect and enhance specific land features which have characteristics distinct from lands and structures outside this Special Purpose District; and C. 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. 35.7.15.2 Application of Regulations A. The Rayzor Ranch Overlay District shall be consistent with the Denton Plan. B. The regulations included in this Ordinance apply to the portions of Rayzor Ranch that are located both north and south of US 380 / West University Drive (US 380). The portion of Rayzor Ranch north of West University Drive (US 380) is herein after referred to as Rayzor Ranch Marketplace and the portion of Rayzor Ranch located south of West University Drive (US 380) is known as the Rayzor Ranch South Campus. C. The development regulations that are applicable to properties north of US 380 that have building permits issued or in process at the date of adoption of this ordinance (specifically Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition) and the Cook Children's tract and the Denton Municipal Electric (DME) Substation tract south of US 380 are governed the regulations established in Ordinances 2008-284 and 2009-169. 2 June 11, 2010 D. The City rules and regulations applicable to the development of property located within the NRMU and RCC-D zoning districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein and may not be varied or excepted other than by amendment of these standards. E. Provisions for solid waste receptacles shall follow the City of Denton Solid Waste Criteria Manual. F. The Rayzor Ranch Overlay District shall retain the underlying zoning district and be noted with an overlay designation on the Official Zoning Map. G. The Districts defined herein, may be developed in phases with any or all of the uses allowed within the individual sub-districts. If the common amenities for future phases, including but not limited to open spaces, landscaping and/or recreational facilities are not yet constructed; a phasing plan shall be considered as a component of the final plat. A phasing plan shall provide a graphic and narrative document that indicates the sequence and time of construction, provides a description of the phasing order (e.g. 1, 2 & 3) and includes infrastructure requirements for each phase, as amended from time to time with approval of the City Manager. H. Before building permits may be issued for any portion of the project, a Site Plan for that portion of the project must be approved in conformance with this Ordinance. This requirement does not apply to properties within the area covered by this Overlay that are currently under construction or have a building permit pending at the time of the adoption of this ordinance (specifically Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition). All other to properties north of US 380 and the Cook Children's tract and the Denton Municipal Electric (DME) Substation tract south of US 380 are governed the regulations established in Ordinances 2008-284 and 2009-169 including Section 35.7.13.5 Marketplace - Subarea 2 Development Standards (RR-3, P, and RR-2) that states in part: Permitted Uses. These uses must be located within the Subareas as shown on the Master Zoning Site Plan (Exhibit G)". L Development within Rayzor Ranch shall conform to the adopted Concept/ Schematic Plans attached as Exhibit "B" to these regulations as amended pursuant to Section N below. J. Bubble Plan - The purpose of the Bubble Plan is to show the general configuration of the different development areas within the subdistricts of the Rayzor Ranch South Campus. The configuration of the Bubble Plan attached as Exhibit B-2 is general in nature and does not intend to show the final configuration of roadways, property lines or utility 3 June 11, 2010 easements. The final boundaries for the subdistricts will be determined during the site plan approval process. K. Concept/Schematic Plan - This plan is intended to be used as the first step in the overlay development process. The Concept/Schematic Plan may be amended or approved alone or in conjunction with a site plan in a public hearing before the City Council. 1. The Concept/Schematic Plan establishes general guidelines for the district by illustrating in graphic form both internal and external streets, thoroughfares, other means of access, open spaces, natural resources, uses, densities, intensities and height. The following information should be provided for a complete Concept/Schematic Plan: a. The date, written and graphic scale, north arrow, proposed name of the development, key map showing the location of the development in relation to existing streets and highways and dates of preparation and revisions. b. The name and address of the property owner or owners, and the design professional preparing the plan. c. The names of the record owners of adjacent undeveloped and developed land. d. Title Block containing: Proposed name of the subdivision or lot of record, acres in platted and unplatted land and total of those acres, survey and jurisdiction (City of Denton, County of Denton, Texas, for example). e. Acreage of the project. f. Show and label any proposed phasing limits. g. Survey boundaries of the project (or references to the survey). h. Proposed general land uses and the acreage of each use including open space. i. Proposed street layout (arterial level required, collector and local to be developed by the applicant and reviewed by staff). j. Development Standards: i. Maximum height of buildings ii. Minimum lot area iii. Minimum lot width and depth iv. Building setbacks v. Maximum lot coverage vi. Maximum floor to area ratio vii. Off-street parking standards 4 June 11, 2010 k. 100 year floodplain, floodway and major drainage ways. 1. City limits and Extraterritorial Jurisdiction (ETJ) boundaries. m. Zoning districts and land uses on project and adjacent lands. n. Preliminary water and sanitary sewer layout. L. Site Plan - This plan is intended to demonstrate and confirm that the proposed phase of the development moving towards construction complies with all of the requirements of this Ordinance and the applicable portions of the Denton Development Code. 1. Rayzor Ranch will be developed in phases and a Site Plan must be approved for each phase. An overall Site Plan for the entire Rayzor Ranch project is not required. 2. The Site Plan shall be approved by the Planning and Zoning Commission if it substantially conforms to the Concept/Schematic Plan approved by the City Council, and shall be approved after the approval of the Overlay Ordinance and Concept/Schematic Plan. If pending amendments to the Overlay District Ordinance and Concept/Schematic Plan do not affect the development phase for which a Site Plan has been submitted, then the Site Plan may continue through the approval process. 3. The Site Plan provides additional detail to the approved Concept/Schematic Plan by illustrating in a graphic form internal and external streets, thoroughfares, other means of access, open spaces, natural resources, uses, densities, intensities, height, boundaries in a metes and bounds description, drainage facilities location, minimum setbacks, maximum floor area ratio (FAR) of buildings; number, location and dimension of all lots, number of dwelling units and density. The following information should be provided for a complete Site Plan: a. Acreage in project shown by survey and certified by a registered surveyor; b. Permitted land uses and acreage of each land use; c. Land uses and zoning of adjacent properties; d. Drainage facilities; e. Other existing or proposed off-site improvements as required; f. Location, type and size of all streets, alleys, parking lots and spaces, loading areas or other areas to be used for vehicular traffic; 5 June 11, 2010 g. Proposed access and connection to existing or proposed streets and traffic generated by the proposed uses; h. Non-residential: location, maximum height (in feet), minimum setbacks, and maximum floor area ratio (FAR) of buildings; i. Residential development must show number, location and dimension of all lots, minimum setbacks, number of dwelling unit and density; j. Location of all creeks, ponds, lakes, floodplain, and/or other water retention or major drainage facilities and improvements; k. Location size and route of all major water, wastewater, electrical lines and other facilities necessary to serve the project; 1. Location of all protected trees (10+ inches) and a detailed landscape plan demonstrating compliance with the approved landscape requirements for Rayzor Ranch as set for in Exhibit "D"; m. Location, type and size of all fences, berms, or screening features; and n. Sidewalks or other pedestrian or bicycle access. M. Approval Criteria. The Planning and Zoning Commission shall approve the site plan if it finds that: 1. The site plan substantially complies with the Concept / Schematic Plan approved by City Council; 2. The site plan provides for a compatible arrangement of buildings and land uses that would not adversely affect adjoining neighborhoods or properties outside the plan; 3. The site plan provides for the adequate and safe circulation of vehicular traffic; and 4. The plan fully complies with all other sections of this overlay district. N. Minor Amendment. Upon recommendation of City staff, the City Manager may approve minor aesthetic deviations to architectural elevations and other approved site design standards and details associated with the Rayzor Ranch Overlay District, if necessary to protect the viability of the district as a whole. 1. Such minor aesthetic deviations shall, however, be constrained to those which: a.As mitigated in Section 35.7.15.2.N.2, below, promote and enhance the purpose of the district, as set forth in §35.7.15.1; 6 June 11, 2010 b.As mitigated in Section 35.7.15.2.N.2, below promote and enhance the unique attributes of the district, as required in §35.7.1,35.7.2, and 35.7.3 of the Denton Development Code; and c. Deviate from approved site design standards and guidelines for the district, to the minimum extent necessary to accommodate the demands of a specific commercial use whose presence is deemed important to the success of the development as a whole. 2. The following considerations should guide the approval of a minor site design amendment: a. The deviation is necessary to accommodate standard floor plans site designs, or architectural requirements demanded by a specific commercial use whose presence is deemed important to the success of the development as a whole. b. Such deviations may not promote a design aesthetic that is fundamentally inconsistent (i. e., may not clash) with the overall site design aesthetic, or unique attributes of the district. Colors, textures and materials shall at least be harmonious with those approved in the design standards for the district, and architectural styles may not be fundamentally inconsistent with the standards (e.g., no Greek Revival, Georgian, Roman columns, futuristic, or mid-century modern designs), except as otherwise allowed by the limited criteria for national trade dress in Exhibit G. c. Such aesthetic deviations should be mitigated or offset with complementary public space enhancements (e.g. hardscape details, sculpture, open areas, designed to promote and enhance the theme of the district) to the extent necessary to ensure that the purposes and unique attributes of the district are equaled or enhanced overall, despite the minor aesthetic deviation in the architectural elevation, or other site design attribute. 3. No amendment may change any use restriction or mandatory standard of this district, except to the limited degree authorized by Section 35.7.15.2.N. 0. Expiration of Site Plan. Any approved site plan shall be valid for twenty-four (24) months from the date of its approval. If no construction begins pursuant to a building permit issued for the property within the twenty-four (24) months, the site plan shall expire and no longer be valid. The commission may, prior to expiration of the site plan, for good cause, extend for up to three hundred sixty (360) days the time for which the site plan is valid. 7 June 11, 2010 P. Appeals from Commission Action. If the commission approves or disapproves a site plan or relaxes or imposes conditions, or refuses to grant an extension of time for which a site plan is valid, the applicant or City Manager may appeal the decision to the City Council by filing a written request with the department within ten (10) days of the decision. 35.7.15.3 Land Divisions The Rayzor Ranch overlay district shall be divided into two major divisions, separated generally by US 380 (University Drive): the Rayzor Ranch Marketplace; and the Rayzor Ranch South Campus. A. The Rayzor Ranch Marketplace shall be divided into three subareas as depicted in Exhibit B and detailed below. 1. RR-3 - The Rayzor Ranch Marketplace RR-3 Area, depicted as RR-3 on Exhibit B, is intended as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-3 section of the Rayzor Ranch Marketplace (RR-3) is referred to as the RR-3 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 2. RR-2 - The Rayzor Ranch Marketplace RR-2 Area, depicted as RR-2 on Exhibit B, is intended to as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-2 section of the Rayzor Ranch Marketplace is referred to as the RR-2 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 3. Residential (NRMU-12 & NR-3) -The Rayzor Ranch Marketplace Residential Area, depicted as NRMU-12 and NR-3 on Exhibit B, is intended for residential development. Development standards for this area are not currently incorporated into this Overlay but will be adopted prior to any development or site plan approval in this area. B. The Rayzor Ranch South Campus shall be divided into the following five subareas: 1. Town Center (RR-1) - The Town Center (RR-1), depicted as RR-1 on Exhibit B-1, is intended to define a mixture of certain specified nonresidential, retail and residential uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. 8 June 11, 2010 The Town Center (RR-1) is also referred to as the RR-1 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B-1, C-1, D- 1, and E-1 and vice versa. 2. South RR-2 District - The South RR-2 District is intended to define certain specified uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district. The South RR-2 District is also referred to as the South RR-2 Area in the Architectural Standards, Landscape Standards, and Signage District in Exhibits C-1, D-1, and E-1. 3. South Mixed-Use District -The South Mixed Use District is intended to accommodate certain specified nonresidential, single-family and multi-family residential uses, as further modified by these overlay requirements. The South Mixed-Use District will also be referred to as the RR, BH, MF, O, CC, P, Hotel, and SF Areas in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits to be incorporated in Exhibits C-2, D-2, and E-2. 4. DME Substation - The DME Substation property is intended to accommodate a utility substation and is governed by the regulations established in Ordinances 2008-284 and 2009-169. 5. Cook Children's Hospital - The Cook Children's property is intended to accommodate a hospital and is governed by the regulations established in Ordinances 2008-284 and 2009-169. 35.7.15.4 Development Standards A. Generally. The Rayzor Ranch Overlay establishes architectural and landscape design as development standards to effectuate the purpose of the district. The City rules and regulations applicable to the development of property in the RCC-D and NRMU districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein. B. Definitions. The following definitions shall apply to the Rayzor Ranch Overlay District: 1. Big House: A type of residential development where 10 or fewer dwelling units are located in a single building which is intended to resemble a single large house. The dwelling units can be vertically or horizontally integrated. Dwelling units developed as a Big House use will count towards the total number of single-family attached 9 June 11, 2010 dwelling units and not toward the total number of multi-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. 2. Continuing Care Retirement Center: A facility that integrates multiple senior living options into one facility including skilled nursing, assisted living, dementia care, as well as independent living. This use is not considered a multi-family dwelling unit. (Ordinance No. 2007-110). 3. Convention Center: A facility used in connection with a convention or meeting center, or similar facility, including auditoriums, exhibition halls, facilities for food preparation and service, parking facilities, administrative offices and ancillary development such as a hotel. 4. Garden-Style Home: A single-family dwelling on a separate lot with building setbacks only on three sides commonly developed in a cluster formation. This development type is also known as zero lot line homes or patio homes. 5. Helipad: A landing pad for occasional use by rotary wing aircraft. Regularly scheduled stops and fueling or servicing facilities are not permitted as part of this use. 6. Open Space: Open space includes all surface areas of the project that are not covered with enclosed buildings, or parking and drive areas. Pedestrian plazas and sidewalks (covered or uncovered) count as Open Space. In addition, areas of Rayzor Ranch, such as easements or rights-of-way, that may be owned or controlled by a governmental agency, but that are being maintained privately, will count towards the open space and landscape area requirements. Open Space in the Marketplace shall be defined by Ordinance 2009-169. 7. Plaza or Public Area Space: An area identified on an approved Site Plan which is designated for public or civic use. This area can be part of a private development or included within a Park. 8. Rayzor Ranch: The comprehensive development which includes all phases defined within the Rayzor Ranch Overlay District. (Ordinance 2008-284). 9. Stormwater Control and/or Detention Areas. Facilities dedicated to the collection, or transportation of stormwater runoff 10. Storm Water Control: Storm water controls (sometimes referred to as best management practices or BMPs) are constructed storm water management facilities designed to treat storm water runoff and/or mitigate the effects of increased storm water runoff peak rate, volume and velocity due to urbanization. 10 June 11, 2010 11. Storm Water Quality Areas: Facilities for the collection and treatment of storm water runoff 12. Townhouse-style: A dwelling structure not to exceed three stories in height, containing a minimum of three and no more than eight dwelling units within a building, which is constructed in a series or group of attached units on one lot, up to eight (8) units, meeting fire protection requirements and the following additional requirements. Dwellings built in compliance with the Townhouse Style development regulations are considered attached single-family dwelling units for the purpose of calculating the total number of units allowed in the Rayzor Ranch South Campus and will count towards the total number of single-family attached dwelling units and not toward the total number of multi-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1 a. Each unit features at least two points of direct exterior access to the structure; b. Each unit is separated from the other dwellings in the structure by fire rated common walls; c. No units are vertically above or below another uses or unit within the structure; d. Each unit features an individual meter for each utility; and e. Each unit features access to a public street or alley. 35.7.15.5 Marketplace - Subarea 1 Development Standards (SF-1) as defined in Ordinance 2008-284. [TO BE INCORPORATED LATER] 35.7.15.6 Marketplace - Subarea 2 Development Standards (RR-3, P, and RR-2) as defined in Ordinance 2008-284. In Subarea 2 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within an RCC-D zoning district are applicable, except as otherwise provided by this Overlay District and further restricted or excepted as follows: Permitted Uses. These uses must be located within the Subareas as shown on Exhibit B as follows: 11 June 11, 2010 A. RR-3: wholesale sales; retail construction materials sales with a minimum floor area of 100,000 square feet; quick vehicle servicing, garden center with container plant materials and associated garden supplies only accessory to retail or a home improvement center in excess of 100,000 square feet, retail sales and services, restaurants, parks and open space and professional services and offices. All other uses are prohibited. B. RR-2: retail sales and services, restaurants, drive-through facilities, indoor recreation, parks and open space and professional services and offices. All other uses are prohibited. C. P: parks and open space, water quality feature as defined in this ordinance. All other uses are prohibited. 35.7.15.7 South Campus - General Use and Development Standards. A. Residential Dwelling Units 1. The South Campus shall not exceed the following number of dwelling units by type: a. 185 single-family detached dwellings; b. 496 single-family attached dwellings including Townhouse-style dwellings and Big House Dwellings; and c. 1,800 multi-family units. i. 1,050 of the allowed 1,800 multi-family dwelling units are to be constructed inside the Density Zone and cannot be rented by the room and cannot contain more than three (3) bedrooms in any individual unit. ii. The remaining 750 multi-family dwelling units can be built within those areas identified for MF uses within Exhibit B-1 and are not subject to the restrictions listed in Subsection (i) above. d. Approved densities shall be contingent upon demonstration that planned public infrastructure is sufficient to sustain the herein approved densities. 2. The first 750 multi-family residential units in the South Campus shall not be permitted or constructed until Phase 1 of the Town Center (RR-1) non- residential component has had a site plan approved, building permits issued and a form board survey approved on a building no less than 20,000 square feet of retail/commercial space. The remaining 1,050 multi-family residential units may be permitted and constructed when the first 600,000 12 June 11, 2010 square feet of the Town Center (RR-1) construction has received building permits and the City has inspected and issued a green tag for the building foundations. B. South Campus - Town Center (RR-1) 1. The Town Center (RR-1) property is located within a RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Retail Sales and Services; ii. Garden Centers; iii. Restaurants; iv. Professional Services and Offices; v. Hospital; vi. Medical Centers; vii. Movie Theaters; viii. Hotel; ix. Convention Center; x. Commercial Parking Lots; xi. Indoor Recreation; xii. Outdoor Recreation, including an amphitheater; xiii. Parks; xiv. Open Space; xv. Storm Water Control and/or Detention; and xvi. Storm Water Quality Areas. b. Allowable with limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Major Event Entertainment; ii. Basic Utilities; iii. Group Homes. d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: 13 June 11, 2010 a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be 90% in accordance with Appendix D- 1. C. The minimum landscaped area shall be 10% in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be 25% in accordance with Appendix D-1. e. The maximum building height shall be 100 feet above grade, except for hotels and office uses which shall not exceed 200 feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A 35-degree residential proximity slope angle is measured from a point 40 feet above grade at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the Town Center (RR-1). C. South Campus - South RR-2 District. 1. The South RR-2 District property is located within the RCC-D District. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as otherwise further modified in this overlay. f. Permitted Uses : i. Professional Services and Offices; ii. Hospital; iii. Medical Centers; iv. Retail Sales and Services; v. Drive-thru Facilities; vi. Quick Vehicle Servicing, vii. Restaurants; 14 June 11, 2010 viii. Hotel; ix. Convention Center; x. Movie Theaters; xi. Indoor Recreation; xii. Outdoor Recreation; xiii. Parks; xiv. Open Space; xv. Storm Water Control and/or Detention; xvi. Storm Water Quality Areas; and xvii. Utility Substation. g. Allowable with Limitations i. Community Service - Restricted to museums, educational facilities and governmental uses only. h. Allowable through Specific Use Permit approval: i. Group Homes; ii. Basic Utilities; i. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be 90% in accordance with Appendix D- 1. c. The minimum landscaped area shall be 10% in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be 25% in accordance with Appendix D-1 Chart. e. The maximum building height shall be 100 feet above grade, except for hotels and office uses which shall not exceed 200 feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A 35-degree residential 15 June 11, 2010 proximity slope angle is measure from a point 40 feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South RR-2 District. D. South Campus - South Mixed Use District. 1. The South Mixed Use District property is located within the RCC-D and NRMU zoning districts, except as further modified. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D and NRMU zoning districts classification and use designation, or as otherwise further modified in this overlay. a. Permitted Uses : i. Single-family Dwellings; ii. Attached Single-family Dwellings; iii. Townhouse-style Dwellings; iv. Multi-family Dwellings; v. Big Houses; vi. Elderly Housing, vii. Continuing Care Retirement Centers; viii. Community Homes for the Disabled; ix. Professional Services and Offices; x. Hospital; xi. Medical Centers; xii. Retail Sales and Services; xiii. Drive-thru Facilities; xiv. Quick Vehicle Service; xv. Restaurants; xvi. Hotel; xvii. Movie Theaters; xxiii. Indoor Recreation; xix. Convention Center; xx. Parks; xxi. Open Space; xxii. Storm Water Control and/or Detention; xxiii. Storm Water Quality Areas; and xxiv. Utility Substation. b. Allowable with Limitations i. Community Service - Restricted to museums, educational facilities and governmental uses only. 16 June 11, 2010 c. Allowable through Specific Use Permit approval: i. Major Event Entertainment; ii. Group Homes; iii. Basic Utilities; iv. Helipads as an accessory use to a Hospital. d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity. a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be 90% in accordance with Appendix D-2. (80% for Single-Family Residential) c. The minimum landscaped area shall be 10% in accordance with Appendix D- 2. (20% for Single-Family Residential) d. The minimum tree canopy coverage at maturity shall be determined in accordance with Appendix D-2. (40% for Single-Family Detached Residential) e. The maximum building height shall be 65 feet for single-family and townhouse, 100' for all others, except for hotels and office uses which shall not exceed 200' in height above grade and shall not exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. A residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A 35-degree residential proximity slope angle is measure from a point 40 feet above grate at the minimum setback line. g. In addition to these Overlay regulations, all multi-family development will comply with the provisions of Section 35.13.13.2 of the Denton Development Code as this section addresses building design and site development standards. 3. Design Standards. a. Exhibits C-2, D-2 and E-2 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South Mixed Use District. These will be incorporated at a later date. 35.7.15.8 Landscaping and Tree Mitigation. 17 June 11, 2010 A. Subchapter 13 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding landscaping and Tree Mitigation. Additionally, the following standards shall apply: 1. Landscaping and Tree Mitigation shall meet the standards as set forth in Exhibits D, D-1 and D-2 of this Ordinance; 2. Trees planted to address tree mitigation will be credited on the actual caliper inch of the tree planted; 3. Required tree mitigation funds will be put into a segregated tree mitigation account administered by the City of Denton. These funds will be released back to the Developer incrementally at the rate of $125.00 per caliper inch for trees planted by the Developer, as the Developer certifies to the City that the trees have been planted and are in a healthy condition and the City arborist confirms that the trees have been planted and are in a healthy condition. 4. Mitigated trees may be planted throughout the Rayzor Ranch property or as specified in Exhibits D, D-1 and D-2. 5. Any open space, tree canopy, landscape area, and tree mitigation credits established pursuant to Ordinance 2009-169 may be applied throughout the entirety of Rayzor Ranch. 6. Open space, tree canopy, and landscape shall be calculated as part of the entirety of Rayzor Ranch rather than on a site-by-site basis. 7. Tree preservation requirements can be found in Subchapter 13 of the Denton Development Code. 8. Refer to Table 35.13.7.B in the Denton Development Code for preservation and mitigation requirements. 35.7.15.9 Architecture. A. Architecture must meet the standards set forth in Exhibits "C", "C-1 or C-2" of the Ordinance and shall meet the guidelines stated in each District Design heading as stated within the Ordinance. 35.7.15.10 Parking Standards. A. The rules and regulations per Subchapter 14 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding parking standards with the following exceptions: 18 June 11, 2010 1. Maximum Allowable Number of Parking Spaces. a. Subsection 35.14.4.F shall not apply to the Rayzor Ranch Overlay. 2. Parking in the rear or front. a. Subsection 35.13.13.3.C is excepted to allow parking in front of a building (between the building and street or right-of-way), if it meets the requirements in the Landscape Standards, Exhibit D-1 or D-2 35.7.15.11 Drainage. A. General. 1. In this overlay district, the drainage improvements shall be designed in accordance with the requirements provided in the Denton Development Code Section 35.19 and the Drainage Criteria Manual. 2. Final Acceptance or Certificate of Occupancy of any structure in the South Campus (RR-1 or RR-2) district may not be requested until the improvements to the detention pond west of Bonnie Brae Road and north of U.S. 380 are accepted by the Public Works Inspection Department. 3. Approval may not be granted for any Final Plat that does not comply with the stormwater requirements of the Denton Development Code and Criteria Manuals. B. Storm Water Quality. 1. Preliminary and Final Plats within the drainage area south of US 380 / West University Drive, for land that drains into North Lakes Pond, will include provisions for onsite or regional storm water quality enhancement, including dedication of drainage easement areas as necessary to construct the storm water quality structural controls and management practices as described in Exhibit "F". Approximately 76 acres of Rayzor Ranch South drains into the water quality / detention basin north of West University Drive (US 380). The stormwater quality controls approved in the Rayzor Ranch iSWM Plan do not account for any hot spots polluting areas south of University Drive. In the event of a proposed use within the 76 acres met the definition of a hot spot pollutant generator, an evaluation of the capacity of the iSWM treatment train could be required and additional stormwater quality controls may be required. 2. The storm water quality controls shall be constructed as part of the storm drainage improvements for the development. 19 June 11, 2010 3. Engineering inspection fees shall be paid to the City for the inspection of all storm water quality controls during construction. Upon City's request, designer shall certify to the best of the designer's knowledge, that the storm water quality controls and management practices were constructed in accordance with the approved plans. a. Building Permits are not prohibited by these additional drainage restrictions above, provided that a construction schedule is committed to for the improvements, an onsite detention pond has been constructed and accepted by the City, and all other applicable requirements for issuance have been satisfied. 35.7.15.12 Transportation. A. Required Improvements in Addition to Those Required by the Denton Development Code and Criteria Manuals: 1. Required 20-foot visibility triangles shall be measured from the curb line not the property line. 2. Allegiance Hillview, L.P. or its assignee will construct, at its expense, those segments of Heritage Trail Boulevard and Panhandle Street abutting and adjacent to the Cook Children's Hospital Tract. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for roadway and other infrastructure improvements based on platting activity, traffic impact analyses, etc. 35.7.15.13 Street Standards. A. In this overlay district, the City rules and regulations regarding street standards, as well as the standards designed and incorporated by Section 35.20.2 shall apply. Alternatively, in all street sections the standards depicted in Exhibit "H" may be utilized, if different. B. Heritage Trail Boulevard is shown as an Arterial Street and Panhandle Street is shown as a Collector Street on the City of Denton Thoroughfare Plan. Within Rayzor Ranch, access to the streets and on-street parking is allowed as shown in Exhibit "H". C. Traffic circles or roundabouts are allowed and encouraged in Rayzor Ranch subject to approval by the City Engineer and the Denton Development Code and Criteria Manuals. 35.7.15.14 Water and Wastewater Standards. A. In this overlay district, the City rules and regulations regarding water and wastewater standards shall apply. 20 June 11, 2010 B. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for water and wastewater infrastructure improvements based on analysis, studies or models undertaken to support specific final plat activity. 35.7.15.15 Gas Well Development. A. Gas well development is permitted within the Rayzor Ranch Overlay District with Specific Use Permit approval from City Council prior to issuance of a gas well plat and drilling permit. All gas well development will be subject to the requirements of the Denton Development Code. 35.7.15.16 Property Owner Associations (POA). A. One or more Property Owner Associations (POA) shall be established from the maintenance of all common property not fully dedicated for public use. Documents establishing the POA must be submitted and approved as a required component of the final plat application, providing for the maintenance, repair, replacement and liability obligations of the POA for private roads, alleys, gates, fences, street lighting, drainage and or other held facilities and/or common areas, appurtenances, associated ancillary items and improvements. 1. The POA shall authorize the City to file a lien, to foreclose, or to otherwise secure payment from property owners concerning the maintenance, repair and placement, in part or in whole, of all privately held common areas, including but not limited to stormwater control and/or detention areas, stormwater quality areas, street lighting and other appurtenances and/or other associated ancillary items. 2. The POA documents must be submitted to, reviewed and approved by the City Attorney, prior to final plat approval for plats that include common areas. 3. The POA may not be dissolved, nor may deed restrictions and covenants providing for maintenance of common areas be deleted or amended, without prior written consent of the City Council and plat amendment. 4. The final plat and restrictive covenants shall contain language whereby the property owners defend and hold harmless the City from claims and suits for property damage or bodily injury (including death) arising from the conditions, use or operation of any privately owned parks, open spaces, common amenities, streets or facilities. SECTION 3. The zoning for the Property is hereby modified per these amendments to the Rayzor Ranch Overlay District. 21 June 11, 2010 SECTION 4. If any provisions of any section of this ordinance shall be held to be void or unconstitutional, such holding shall in no way affect the validity or the remaining provisions or sections of this ordinance, which shall remain in full force and effect. SECTION 5. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, the official newspaper of the City of Denton, Texas within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR 22 June 11, 2010 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 23 June 11, 2010 List of Exhibits • Exhibit A o Metes and Bounds Description of the Rayzor Ranch Overlay District • Exhibit B - Rayzor Ranch Plans o B - Marketplace Plans o B-1 - Concept/Schematic Plans o B-2 - Bubble Plan o B-3 - Density Zone Plan o B-4 - Zoning Overlay • Exhibit C - Architectural Standards o C - Marketplace Architectural Standards o C-1 - South RR-2 and Town Center (RR-1) Architectural Standards o C-2 - South Mixed Use Architectural Standards - Place holder (To be incorporated later) o C-3 -Multi-Family Design Standards • Exhibit D - Landscape Standards o D - Marketplace Landscape Standards o D-1 -South RR-2 and Town Center (RR-1) Landscape Standards o D-2 - South Mixed Use Landscape Standards - Place holder (To be incorporated later) • Exhibit E - Sign Standards o E - Marketplace Sign Standards o E-1 -South RR-2 and Town Center (RR-1) Sign Standards o E-2 - South Mixed Use Sign Standards - Place holder (To be incorporated later) • Exhibit F - Water Quality Standards for the portion of South Campus, South RR-2 District that drains to North Lake • Exhibit G - Trade Dress Criteria • Exhibit H - Street Sections 24 EXHIBIT A LEGAL DESCRITPION RAYZOR RANCH - NORTH BEING a 149.47 acre tract of land situated in the Francis Batson Survey, Abstract Number 43, Denton County, Texas, in the City of Denton, being a portion of the tract of land described as Tract Two in the deed to Allegiance Hillview, LP, recorded in Document Number 2006-41743, Deed Records of Denton County, Texas, being all of the tracts of land described in the deeds to Allegiance Hillview, LP, recorded in Document Number 2006-41741 and Document Number 2006-50702, Deed Records of Denton County, Texas, being all of the tract of land described in the deed to Wal-Mart Real Estate Business Trust, recorded in Document Number 2008-96503, Deed Records of Denton County, Texas, all of the tract of land described in the deed to Wal-Mart TRS, LLC recorded in Document Number 2008-96509, Deed Records of Denton County, Texas, all of the tract of land described in the deed to Sam's Real Estate Business Trust, recorded in Document Number 2008-96504, Deed Records of Denton County, Texas, all of the tract of land described as Tract I in the deed to RR Marketplace LP, recorded in Document Number 2008-134210, Deed Records of Denton County, Texas, and all of the tract of land described deed to First United Bank and Trust Company recorded in Document Number 2008-98595, Deed Records of Denton County, Texas, also being all of Rayzor Ranch North, an addition to the City, of Denton according to the plats recorded in Document Number 2009-118, Plat Records of Denton County, Texas, all of Rayzor Ranch North, an addition to the City of Denton according to the plat recorded in Cabinet Y, Slide 762, Plat Records of Denton County, Texas, and all of Rayzor Ranch North, an addition to the Citv of Denton according to the plat recorded in Cabinet Y, Slide 740, Plat Records of Denton County, Texas, said 149.47 acre tract of land being more particularly described as follows: BEGINNING at a point in the easterly right-of-way line of Interstate Highway 35 (a variable width right-of-way) for the most northerly northwest corner of Alvin & Charlotte Whaley Addition, an addition to the City of Denton according to the plat recorded in Cabinet I, Page 148, Plat Records of Denton County, Texas; THENCE with the easterly right-of-way line of Interstate Highway 35 North 15°34'50" West a distance of 633.81 feet to the southwesterly corner of Greenway Club Estates, an addition to the City of Denton according to the plat recorded in Volume 4, Page 27, Plat Records of Denton County, Texas; THENCE with the southerly line of said Greenway Club Estates the following: North 73°53'24" East a distance of 519.22 feet to the beginning of a non-tangent curve to the right, the radius point of said curve being situated South 16°57'22" East a distance of 345.00 feet from said iron rod; Northeasterly along said curve through a central angle of 16°45'31" an arc distance of 100.91 feet with a chord bearing of North 8 P25'23" East and a chord distance of 100.55 feet to the end of said curve; June 9, 2010 South 89°32'03" East at a distance of 364.57 feet to a point in the westerly line of said Allegiance Hillview tract (2006-41743) for the southeast corner of said Greenway Club Estates; THENCE departing the southerly line of said Greenway Club Estates with the easterly line of said Greenway Club Estates North 00°33'11" West a distance of 450.46 feet to the southwest corner of Block 1, Westgate Heights Phase 1, an addition to the City of Denton, according to the plat recorded in Cabinet E, Page 77, Plat Records of Denton County, Texas; THENCE departing the easterly line of said Greenway Club Estates with the southerly line of said Block 1, Westgate Heights Phase 1 the following: North 89°35'31" East a distance of 48.01 feet to a point for corner; South 87°12'35" East a distance of 1,043.04 feet to the southeasterly corner of said Block 1, Westgate Heights Phase 1; THENCE departing the southerly line of said Block 1, Westgate Heights Phase 1 with the easterly line of said Block 1, Westgate Heights Phase 1 North 00°55'15" East a distance of 318.04 feet to the southwest corner of the tract of land described in the deed to The Estate of Jess Newton Rayzor, Lola LaCrosse, Trustee recorded in Document Number 2005-87420, Deed Records of Denton County, Texas; THENCE departing the easterly line of said Block 1, Westgate Heights Phase 1 with the southerly line of said Jess Newton Rayzor Estate tract South 88°51'35" East a distance of 2,022.29 feet to a point in the westerly right-of-way line of Bonnie Brae Street (an unknown width right-of-way) as described in the instrument recorded in Document Number 2008-96936, Deed Records of Denton County, Texas; THENCE with the westerly right-of-way line of Bonnie Brae Street the following: South 00°59'30" West a distance of 788.12 feet to a point for corner; South 00°49'16" West a distance of 558.56 feet to the point of intersection of the westerly right-of-way line of Bonnie Brae Street and the northerly right-of-way line of West University Drive (U.S. Highway 380, a variable width right-of-way) as described in the instrument recorded in Document Number 2008-96937, Deed Records of Denton County, Texas; THENCE departing the westerly right-of-way line of Bonnie Brae Street with the northerly right- of-way line of West University Drive the following: South 46°01'20" West a distance of 94.22 feet to a point for corner; North 88°46'51" West a distance of 4.10 feet to the point of curvature of a curve to the right having a radius of 185.00 feet; June 9, 2010 Northwesterly along said curve through a central angle of 08°13'26" an arc distance of 26.55 feet with a chord bearing of North 84°40'08" West and a chord distance of 26.53 feet to the point of tangency of said curve; North 80°33'25" West a distance of 53.66 feet to the point of curvature of a curve to the left having a radius of 215.00 feet; Northwesterly along said curve through a central angle of 07°13'20" an arc distance of 27.10 feet with a chord bearing of North 84° 10'05" West and a chord distance of 27.08 feet to the point of reverse curvature of a curve to the right having a radius of 4,950.00 feet; Northwesterly along said curve through a central angle of 02°20'23" an arc distance of 202.14 feet with a chord bearing of North 86°36'34" West and a chord distance of 202.13 feet to the point of reverse curvature of a curve to the left having a radius of 5,050.00 feet; Northwesterly along said curve through a central angle of 01°41'38" an arc distance of 149.29 feet with a chord bearing of North 86° 17' 11" West and a chord distance of 149.28 feet to the end of said curve; South 02°58'48" West a distance of 11.00 feet to the beginning of a non-tangent curve to the left, the radius point of said curve being situated South 19°51'59" West a distance of 5,038.99 feet from said iron rod; Northwesterly along said curve through a central angle of 00°42'23" an arc distance of 62.12 feet with a chord bearing of North 87°29' 12" West and a chord distance of 62.12 feet to the point of reverse curvature of a curve to the right having a radius of 185.00 feet; Northwesterly along said curve through a central angle of 07°14'06" an arc distance of 23.36 feet with a chord bearing of North 84'131'21 " West and a chord distance of 23.35 feet to the point of tangency of said curve; North 80°36' 18" West a distance of 53.72 feet to the point of curvature of a curve to the left having a radius of 215.00 feet; Northwesterly along said curve through a central angle of 08°10'34" an arc distance of 30.68 feet with a chord bearing of North 84°41'35" West and a chord distance of 30.65 feet to the point of tangency of said curve; North 88°46'51" West a distance of 276.05 feet to a point for corner; North 4'1"18'14" West a distance of 42.32 feet to a point for corner; South 85°30'41" West a distance of 110.61 feet to a point for corner; June 9, 2010 South 46°21'46" West a distance of 42.53 feet to a point for corner; North 88°46'51" West a distance of 33.95 feet to the point of curvature of a curve to the right having a radius of 185.00 feet; Northwesterly along said curve through a central angle of 06°07'31" an arc distance of 19.78 feet with a chord bearing of North 85°43'06" West and a chord distance of 19.77 feet to the point of tangency of said curve; North 82°39'20" West a distance of 77.97 feet to the point of curvature of a curve to the left having a radius of 215.00 feet; Northwesterly along said curve through a central angle of 06°51'34" an arc distance of 25.74 feet with a chord bearing of North 86°05'08" West and a chord distance of 25.73 feet to the point of compound curvature of a curve to the left having a radius of 5,050.00 feet; Southwesterly along said curve through a central angle of 03°01'06" an arc distance of 266.03 feet with a chord bearing of South 88°58'32" West and a chord distance of 266.00 feet to the end of said curve; South 83°38'13" West a distance of 124.70 feet to the beginning of a non-tangent curve to the right, the radius point of said curve being situated North 00°37'28" West a distance of 4,963.00 feet from said iron rod; Northwesterly along said curve through a central angle of 02°40'54" an arc distance of 232.29 feet with a chord bearing of North 89°17'01" West and a chord distance of 232.27 feet to the point of compound curvature of a curve to the right having a radius of 185.00 feet; Northwesterly along said curve through a central angle of 14°00'29" an arc distance of 45.23 feet with a chord bearing of North 80°56' 19" West and a chord distance of 45.12 feet to the point of reverse curvature of a curve to the left having a radius of 215.00 feet; Northwesterly along said curve through a central angle of 14°33'34" an arc distance of 54.63 feet with a chord bearing of North 81° 12'51" West and a chord distance of 54.49 feet to the southeasterly corner of the tract of land described in the deed to Wal-Mart TRS, LLC recorded in Document Number 2008-96509, Deed Records of Denton County, Texas; THENCE North 88°29'38" West a distance of 315.41 feet to a point for corner; THENCE North 43°29'37" West a distance of 42.34 feet to a point for corner; THENCE North 88°37'58" West a distance of 47.55 feet to a point for corner; June 9, 2010 THENCE South 01°22' 12" West a distance of 44.84 feet to a point for corner; THENCE North 88°39'14" West a distance of 63.71 feet to the southeasterly corner of Lot 2A, Rayzor Ranch Conveyance according to the plat recorded in Cabinet 4, Page 952, Plat Records of Denton County, Texas; THENCE departing the northerly right-of-way line of West University Drive with the easterly lines of said Lot 2A the following: North 00°43'34" East a distance of 260.52 feet to the most easterly northeast corner of said Lot 2A; North 39°49'24" West a distance of 19.25 feet to the most northerly northeast corner of said Lot 2A; THENCE departing the easterly lines of said Lot 2A North 88°29'45" West at a distance of 64.25 feet passing the easterly line of the tract of land described in the deed to Mesquite Creek Development, Inc. recorded in Volume 4562, Page 683, Deed Records of Denton County, Texas, for northwesterly corner of said Lot 2A departing the northerly line of said Lot 2A in all a total distance of 295.07 feet to a point for corner; THENCE North 01°30' 15" East a distance of 80.00 feet to a point for corner; THENCE North 88°29'45" West a distance of 286.86 feet to a point in the easterly line of Lot 1, Block A, Porter/Andrus Addition, an addition to the City of Denton, according to the plat recorded in Cabinet O, Page 45, Plat Records of Denton County, Texas; THENCE with the easterly line of said Lot 1, Block A, North 00°43'47" West at a distance of 36.41 feet passing the common easterly corner of said Lot 1, Block A, and Lot 2, Block A, Porter/Andrus Addition, an addition to the City of Denton according to the plat recorded in Cabinet V, Page 856, Plat Records of Denton County, Texas, departing the easterly line of said Lot 1, Block A, with the easterly line of said Lot 2, Block A, in all a total distance of 22036 feet to the common easterly corner of the tract of land described in the deed to Allegiance Hillview, LP, recorded in Document Number 2006-41741, Deed Records of Denton County, Texas and said Lot 2, Block A; THENCE with the common line of said Allegiance Hillview tract (2006-41741) and said Lot 2, Block A, Porter/Andrus Addition the following: North 88°33'32" West a distance of 400.81 feet to the northwest corner of said Lot 2, Block A, Porter/Andrus Addition; South 01°38'29" West a distance of 27.68 feet to a point in the southerly line of said Allegiance Hillview tract (2006-41741) for the northeasterly corner of Lot 2R, Block 1, June 9, 2010 Alvin & Charlotte Whaley Addition, an addition to the City of Denton according to the plat recorded in Cabinet I, Page 148, Plat Records of Denton County, Texas; THENCE departing the common line of said Allegiance Hillview tract (2006-41741) and said Lot 2, Block A, Porter/Andrus Addition with the northerly line of said Lot 2R, Block 1, Alvin & Charlotte Whaley Addition North 88°23'07" West a distance of 400.60 feet to the POINT OF BEGINNING; CONTAINING a computed area of 149.47 acres (6,510,709 square feet) of land. June 9, 2010 EXHIBIT A LEGAL DESCRITPION RAYZOR RANCH - SOUTH BEING a 251.581 acre tract of land situated in the B. B. B. & C. R. R. Survey, Abstract Number 192, Denton County, Texas, in the City of Denton, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L. P. recorded in Document Number 2006- 41743, Deed Records of Denton County, Texas, and being all of the tract of land described in the deed to Cook Children's Health Care System recorded in Document Number 2008-116772, Deed Records of Denton County, Texas also being a portion of Block 1, Rayzor Ranch South according to the Conveyance Plat recorded in Cabinet Y, Slide 470, Plat Records of Denton County, Texas, and being all of Lot 2, Block 3, Rayzor Ranch South according to the Conveyance Plat recorded in Cabinet Y, Slide 690, Plat Records of Denton County, Texas, said 251.58 acre tract of land being more particularly described as follows: BEGINNING at a point in the easterly right-of-way line of Interstate Highway 35 (a variable width right-of-way), from which the point of intersection of the easterly right-of-way line of Interstate Highway 35 and the southerly right-of-way line of West University Drive (U. S. Highway 380, a variable width right-of-way) bears North 60°32'22" East a distance of 45.36 feet to and North 00°58'25" East a distance of 13.09 feet; THENCE South 88°51'08" East a distance of 233.78 feet to the point of curvature of a curve to the right having a radius of 4,950.00 feet; THENCE Southeasterly along said curve through a central angle of 01°49'37" an arc distance of 157.83 feet with a chord bearing of South 87°56'20" East and a chord distance of 157.83 feet to the point of tangency of said curve; THENCE South 87°01'32" East a distance of 75.84 feet to the point of curvature of a curve to the left having a radius of 5,050.00 feet; THENCE Southeasterly along said curve through a central angle of 01°49'36" an arc distance of 161.01 feet with a chord bearing of South 87°56'20" East and a chord distance of 161.00 feet to the point of tangency of said curve; THENCE South 88°51'08" East a distance of 135.55 feet to a point for corner; THENCE South 4Y51'08" East a distance of 42.43 feet to a point for corner; THENCE North 85°26' 14" East a distance of 110.55 feet to a point for corner; THENCE North 46°08' 52" East a distance of 42.43 feet to a point for corner; THENCE South 88°51'08" East a distance of 156.45 feet to the point of curvature of a curve to the right having a radius of 185.00 feet; June 9, 2010 THENCE Southeasterly along said curve through a central angle of 06°16'36" an arc distance of 20.27 feet with a chord bearing of South 85°42' 50" East and a chord distance of 20.26 feet to the point of tangency of said curve; THENCE South 82°34'33" East a distance of 78.67 feet to the point of curvature of a curve to the left having a radius of 215.00 feet; THENCE Southeasterly along said curve through a central angle of 06°16'38" an arc distance of 23.56 feet with a chord bearing of South 87°24'30" East and a chord distance of 23.54 feet to the point of tangency of said curve; THENCE North 89°27' 11" East a distance of 290.19 feet to a point for corner; THENCE South 44°41' 59" East a distance of 41.80 feet to a point for corner; THENCE North 83°45'42" East a distance of 110.92 feet to a point for corner; THENCE North 45'18'01" East a distance of 43.05 feet to a point for corner; THENCE South 89°27' 11" East a distance of 217.23 feet to the point of curvature of a curve to the right having a radius of 4,961.00 feet; THENCE Northeasterly along said curve through a central angle of 00°56'55" an arc distance of 82.15 feet with a chord bearing of North 89°55'38" East and a chord distance of 82.15 feet to a point in the westerly line of Lot 1-B, Pearcy/Christon Addition No. 1 an addition to the City of Denton according to the plat recorded in Cabinet L, Page 188, Plat Records of Denton County, Texas; THENCE with the westerly line of Lot 1-B, Pearcy/Christon Addition No. 1 South 01°08'26" West a distance of 593.84 feet to the southwesterly corner of said westerly line of Lot 1-B, Pearcy/Christon Addition No. 1; THENCE departing the westerly line of Lot 1-B, Pearcy/Christon Addition No. 1 with the southerly line of said Lot 1-B, Pearcy/Christon Addition No. 1 South 89°04'34" East a distance of 691.50 feet to a point in the westerly right-of-way line of Bonnie Brae Street (variable width right-of-way) as described in the instrument recorded in Document Number 2008-96935, Deed Records of Denton County, Texas; THENCE with the westerly right-of-way line of Bonnie Brae Street the following: South 00°53'07" East a distance of 481.67 feet to a point for corner; South 01°03'42" West a distance of 956.92 feet to a point for corner; South 00°59'47" West a distance of 1,172.74 feet to the point of curvature of a curve to the right having a radius of 279.87 feet; June 9, 2010 Southwesterly along said curve through a central angle of 44°54'34" an arc distance of 21937 feet with a chord bearing of South 23°27'03" West and a chord distance of 213.79 feet to the point of reverse curvature of a curve to the left having a radius of 437.01 feet; Southwesterly along said curve through a central angle of 56°13'57" an arc distance of 428.90 feet with a chord bearing of South 17°42'22" West and a chord distance of 411.89 feet to the end of said curve; South 39°46'07" West a distance of 25.03 feet to the point of intersection of the westerly right-of-way line of Bonnie Brae Street and the northerly right-of-way line of Scripture Street (variable width wide right-of-way); THENCE with the northerly right-of-way line of Scripture Street North 88°58'00" West a distance of 1,208.27 feet to the southeasterly corner of the tract of land described in the deed to Texas Oncology Properties, LLC recorded in Document Number 2006-142313, Deed Records of Denton County, Texas; THENCE departing the northerly right-of-way line of Scripture Street with the westerly line of said Texas Oncology Properties, LLC tract North 01°02'00" East a distance of 500.06 feet to the northeasterly corner of said Texas Oncology Properties, LLC tract; THENCE departing the westerly line of said Texas Oncology Properties, LLC tract with the northerly line of said Texas Oncology Properties, LLC tract and the northerly line of Lot 1, Block 1, Rehab Hospital, an addition to the City of Denton according to the plat recorded in Cabinet X, Page 929, Plat Records of Denton County, Texas North 88°58'00" West a distance of 761.56 feet to the northwesterly corner of said Lot 1, Block 1, Rehab Hospital; THENCE departing the northerly line of said Lot 1, Block 1, Rehab Hospital with the westerly line of said said Lot 1, Block 1, Rehab Hospital South 01°02'00" West a distance of 500.06 feet to a point in the northerly right-of-way line of Scripture Street; THENCE with the northerly right-of-way line of Scripture Street North 88°58'00" West a distance of 318.44 feet to the intersection of the northerly right-of-way line of Scripture Street and the easterly right-of-way line of Interstate Highway 35 (a variable width right-of-way); THENCE with the easterly right-of-way line of Interstate Highway 35 the following: North 54°07'46" West a distance of 64.39 feet to a point for corner; North 16°24'00" West a distance of 3,494.36 feet to a point for corner; North 14°50'06" East a distance of 171.01 feet to a 5/8 inch iron rod with a yellow plastic cap stamped "Dunaway Assoc, LP" set for corner; North 46°04' 12" East a distance of 303.95 feet to a 5/8 inch iron rod found; June 9, 2010 North 60°32'22" East a distance of 68.86 feet to the POINT OF BEGINNING; CONTAINING a computed area of 251.581 acres (10,958,863 square feet) of land. NOTE: The bearings recited herein are based upon the Conveyance Plat of Rayzor Ranch South, an addition to the City of Denton according to the plat recorded in Cabinet Y, Slide 470, Plat Records of Denton County, Texas. June 9, 2010 Development Standards A,II ,,=nt Ownership Inf rmation - N th s 'g •m o.NO E { III I I I f ~ ~ II I II I II II ,off I I-- I. TDD IA T,. ~ I I I I I „~amP~.RR_z~Dmm,.a ~a ~ I I- I: I~ ~ I~I __i If I- II l it + 11 _j I ] I _fi_ 1 I _1 1 t ~ 1 I~ ~ID a_ro~DG, ,s ~eFa~N I I 11_ I - NH3 ,R , t l -r- r r l i- r r r - 1 NR-3 1 _ T I TT JT - j VRMtl-11 1 !.7-!.R rI ! 7 Fr7 1 r.11 -l.7R7! 7117R7l.41"r71".~ ir *STORM RATER ■ 1 f ' ` COYTROL RR-3 - o~ - n ta.....a.a.~ - - RR- RR-3 SOLZli RR 2 p~. CM -G I - RR -2 IC-E - - _ t . {NR 3 .r , 114" I .oc i ,e x _L L DsNSlrv Ti F RA/ 1 ~ F, tENTLALZONE MF / P 1 O /SF f 1 -T I • 111 L IIL ~aoa,.... 1souTA T ~r. RR-1 i HOTEL SF _ jI III e1F / I NR 3 111 t M 'ROTFL;011 cnvrNa t~...._ ' - - P \ HOTEL SITE O / 'KF ~ era ~ /O DnTn ~ .ter ~ ce I': c vraoA SF/ MF i'aD O NR > C Y V v HOTEL/ 1 1 II O i, l.. } \ RR (Cook O / MF -C6ildrea's rv~~ \ 1 y 1 III W RAYZ OR RANCH MARKET PLACE Hocpifall I i L- PRDPDSeD DvERLAv - v" w DISTRICT -AO ACRES) TEL a PRDISTRIOPOSEDrO i,-I,ER AYACRES) SITE LOCATION MAP CT 6G RAYZOR RANCH SOUTH CAMPUS Adl I n:, I. h;n Inrermatton - ° I.h osrkci(DVERLAV TONNCENTER % ) Aa ACRES) PROPOSED OVERLAY =SOUTH DC-G - DISTRICT (i/-58 ACRES) PROPOSED OVERLAY = SOUTH MIXED USE DISTRICT (i1-160 ACRES) NOTE. ADJUSTMENT IN DIVISION LINES \NITHGR DAOWAYS' PHASING OREPLATTI NG ' Y 11 L ES -FIN CITY 1~T r 1G L M TSTDE DENTONECT CONCEPT PLAN T! OWNER/DEVELOPER ]RAY Z O lR RANCH L- eauLEVARO, ITT th of 380 ath of 380 ENGI" II: ~nPVEYOR E - L 'D 23 - l D IN THE E, L~ - - TED ABSTRA I TED IiJ I nt uF utN I IN THE ARCHITECT DENT- JNTT, TEA DENT-, Es. P.LLI. DATE: 06.10.2010 5244 EXHIBIT B-2 Bubble Plan r, WEST UNIVERSITY RIVE ! I < S, 380 m m ~ D s srt~a r~~ar~t ti C~ s ~u PANHANOL" STREET R(-),',,MNAYS AND SUBSEQUENT EJUNU {FY LIhIES AR 'UB.JECT T_1 t;HANC,F - _ 5 l 6/3/10 EXHIBIT B-3 Density Zone Plan VVI"ST UNIVERSITY-DRIVE / U.S. 38 1 - PvJ; A PkRT i r, ~r i i ~.n E,OUNDARY' JUNE; AFRG _UBJEC - 10 CHAMEF! 6/3/10 EXHIBIT B-4 ZONING l.FGFND ~ cf) N R W, CAT-() Nll\1L-1 Ix -li NR- NR-7 1 k{\3 N R~tl''- L va ,r -r w„ P I~ a i r x3t- CM-6 4 10, } Aar ~ . r I 12 NNR ~W a: '11j 9 {r L t NIZ-i r t, r ~ Nr> ~ RAYZOR RANCH CONCEPT `SCHEMATIC PLAN = 6-03--'0 ZONING OVERLAY Exhibit C-1 RAYZOR RANCH ARCHITECTURAL STANDARDS SOUTH RR-2 AND TOWN CENTER (RR-1) Article 1 Architecture and Planning Non-residential buildings in the Town Center (RR-1) and South RR-2 areas (RRTC) shall comply with the following planning and design standards. A. Orientation / Site Design 1. The RRTC is intended to be a unique shopping experience with a wide array of retail options including larger regional retailers, department stores, fashion, electronics, hard and soft goods, bookstores, restaurants and entertainment uses. The project should be unique to the Denton area and complimentary to surrounding land-uses. 2. The Town Center (RR-1) area shall be oriented around a central circulation system or spine element for vehicular and pedestrian flow. This system or element may take the form of a public domain such as a park, open space, pedestrian plaza, courtyard or main street. 3. The Town Center (RR-1) area's central circulation system and supporting internal roads are intended to provide a clear and logical transportation system for vehicles, pedestrians, cyclists and public transit. 4. Plazas, patios and open spaces will be integrated into the site design to break-up large expanses of sidewalk areas. 5. Loading docks, trash receptacles, storage areas and mechanical equipment shall be screened from public streets by evergreen shrubbery, trees, masonry screenwall, concrete June 9, 2010 Page 1 screenwall or a combination thereof. If screening a loading dock with landscaping, the landscape material must be a minimum of five (5) feet tall at time of planting and must comply with the planting standards set forth in the Rayzor Ranch Landscape Standards. If screening trash receptacles, storage areas and mechanical equipment, the landscape material must be a minimum of one (1) foot taller than the item they are to screen at time of planting and must comply with the planting standards set forth in the Rayzor Ranch Landscape Standards. 6. Trash collection and compaction may not occur within one- hundred feet (100') of a single-family detached residence located outside of Rayzor Ranch. Trash collection areas shall be screened from public view as defined in Item A.5. 7. Mechanical equipment may not be located within one-hundred feet (100') of a single-family detached residence located outside of Rayzor Ranch. Mechanical equipment shall be screened from view as defined in Item A.5. 8. Directional and wayfinding signage shall provide assistance for pedestrians and vehicles. B. Building Design and Materials 1. The RRTC is to have distinctive architectural theming, including common design elements and materials. 2. Window glass may not be flush with exterior walls or, if flush, shall have a surround of wood/metal frame or wall trim material. 3. The RRTC is to have a complimentary building character. Buildings shall be designed to enhance the community character and have features that provide visual interest. Large, blank facades and wall surfaces shall not be permitted. Within the Town Center (RR-1) area, windows and/or storefronts should be included in wall planes wherever feasible. The building facades within the Town Center (RR-1) area should be June 9, 2010 Page 2 broken up and softened when feasible through overhangs and colonnades, architectural detailing or landscaping. 4. Building walls greater than one-hundred feet (100') in length shall have vertical and horizontal fagade articulation or other distinctive changes in the building fagade, such as material changes, color or textural changes. 5. All sides of buildings visible from the streets, or internal customer areas of the site, shall be constructed of masonry, including brick and native stone veneers, decorative block, concrete, stucco (EIFS) or other high quality material customarily used for this building style. Gables, windows, doors and related trim are not included in this requirement. Wood and HDO board may be used. Acceptable materials from the Example Material Applications located in Appendix 1-4 include: i. Native Texas quarried natural stone or limestone of varying colors, sizes and textures ii. Concrete - Architectural finish. Texture coated or textured and colored iii. Masonry, including structural and brick veneers iv. Porcelain Tile v. Glass Galvanized metal panels or prefinished architectural metal panels of gray tone, neutral or earthtone color vi. Painted siding in a warm, neutral/earthtone or gray tone color vii. EIFS or stucco in a warm, neutral/earthtone or gray tone color viii.Accent colors as identified on the Master Palette are encouraged but should be used in a limited manner to contrast the more subtle "natural" palette ix. Natural metals such as, but not limited to, zinc and copper x. Roofing tile, metal roofing shingles and panels, or slate in galvanized or natural/earthtone color xi. Natural wood, stained or painted June 9, 2010 Page 3 6. Glass and Storefronts. Glass shall be used to allow visual access into interior spaces, or for display purposes. Buildings may not incorporate glass for more than 70% of the wall plane. 7. Stone. Native stone and stone veneers shall be incorporated where practical as the common and unifying architectural material for the RRTC. 8. Metal Roofs. Metal roofs are permitted provided that they are standing metal seam, batten seam or metal shingles. Article 2 Outdoor Sales and Storage A. Exterior sidewalk displays and cart storage. Areas for customer loading or merchandise display and cart storage is allowed, but such areas shall be clearly delineated and shall not be located in front of any customer entrances, exit door(s), or within fifteen feet (15') on either side of the door(s). B. Permanent outdoor display, sales and storage. Merchandise may be stored or displayed for sale to customers on the front or side of the buildings in accordance with the following criteria: 1. The total square footage of all permanent outdoor storage, display, and sales areas shall be limited to 20% of the footprint of the building, but in no event shall exceed 20,000 square feet, except for home improvement use, which may not exceed 45,000 square feet of outdoor storage and the 20% footprint restriction does not apply. 2. Permanent outdoor storage, display and sales shall be contiguous to the building and shall not be permitted within seventy-five feet (75') of a single-family detached residence located outside of Rayzor Ranch. 3. The permanent storage, display and sales area shall be enclosed by a minimum eight foot (8') wall of columns minimum two feet (2') wide, of like appearance to the building with June 9, 2010 Page 4 wrought iron or decorative tubular steel fencing. No merchandise other than trees shall be visible above the wall or fence. 4. Seasonal outdoor display will be allowed. Size will be limited to 11,000 square feet maximum. Dates for outdoor display will be year round. Merchandise may not exceed ten feet (10') in height except for trees. C. Rear Storage. Bulk merchandise may be stored behind any building The sides and back of the storage area shall be screened with a chain link fence covered with windscreen, except for any side or back that is separated from any residential property by an eight- foot masonry wall and landscaped buffer yard, in which case additional screening is not required. Windscreen shall be maintained in good repair and free of tears. The rear storage area shall not be accessible to customers. Merchandise shall be stacked no higher than twenty-five feet (25') or level with the top of the adjacent sidewall of the building, whichever is lower, and may not be stacked above the height of the chain link fence D. Pickup and Delivery. Outdoor storage, pickup, delivery, loading and unloading of merchandise, equipment or other items may not occur within one-hundred feet (100') of single-family detached residential property located outside of Rayzor Ranch. Loading areas and docks must be located to the side or rear of the building unless the loading area is completely screened from the street, and loading docks shall be located more than one-hundred feet (100') from single-family detached residence located outside of Rayzor Ranch. Pavement may be located within one hundred feet (100') of residential property. June 9, 2010 Page 5 Article 3 Streetscape / Public Spaces A. RRTC shall provide one square foot of plaza or public space area (Plaza Area), which may include sidewalks, for each ten (10) square feet of gross ground floor area. B. Plaza Areas shall be defined as any area within RRTC that contains any three of the following seven items: 1. An area that provides pedestrian seating at a rate of one seat for each 250 square feet. Seating shall be a minimum of fifteen inches (15") in height and thirty inches (30") in width. Seating elements include manufactured benches, ledge benches, natural elements, seat walls or other raised element designated for seating. When providing more than one sitting space on an element, each space shall be calculated at a minimum of eighteen inches (18") of width. 2. An area that integrates shade within the open space area through the inclusion of shade trees, trellises, awnings or structural elements such as colonnades and canopies. 3. An area that provides trees in proportion to the space at a minimum of 1 tree per 800 square feet. 4. An area containing a water feature, fireplace, amphitheater or public art 5. An area containing outdoor dining. 6. A freestanding stone fireplace, obelisk or other design feature. 7. A hardscape area that integrates landscape planting within the hardscape through pots, above grade planters, in grade planters, or tree grates (Refer to photographs in Appendix 3) June 9, 2010 Page 6 C. Planting areas in the sidewalk are encouraged. Pots or above grade planters are allowed, minimum container size of 5 gallons. (Refer to photographs in Appendix 3) D. Single tenant buildings having a gross floor area in excess of 40,000 square feet shall have a minimum of 100 square foot seating area including benches or other permanent seating along the front sidewalk area. This area shall be included as part of the Plaza calculation and should meet Plaza requirements. E. Bicycle racks shall be included at various locations in the Town Center (RR-1). Article 4 Mechanical Roof Equipment Screening All roof mounted mechanical equipment shall be fully screened from view from public on the site or public pedestrian spaces. Acceptable methods for screening roof mounted equipment shall include parapet elements, louvers, or ridges of sloped roof forms. The color and finish of the screening shall comply with the color pallet approved as Appendix 1 and be complimentary to the building architecture. Article 5 Accessory Use All accessory uses shall be architecturally compatible with the main structure by sharing color, materials, architectural design, roof pitch elements or some other architectural feature. Article 6 Drive-Through Requirements A. Drive-through uses shall provide sufficient stacking area to ensure that public rights-of-way are not obstructed. Fast food restaurants with drive-through facilities shall provide a minimum stacking distance of one hundred and sixty feet (160') unless the building owner or tenant can substantiate that a lesser requirement is appropriate based on a national standard or case studies of other June 9, 2010 Page 7 facilities operated by that owner or tenant. Bank drive-through facilities shall provide a minimum stacking distance of one-hundred feet (100'). B. Drive-through canopies must be built as an integral architectural element of the structure. The supporting structure shall include at least one (1) of the following architectural features: 1. native Texas stone or limestone on the supporting structure columns or building facade. 2. a sloped metal roof. The materials are to be the same as those used in the primary structure. Drive-through structures and facilities physically separated from the primary structure must be architecturally compatible with the primary structure. C. Drive-through uses must be located to the rear or side of the structure, and buffered on the rear and side lot lines as required in the Denton Development Code Section 35.13.10. A portion of the buffer between sites can be provided on adjacent lots. Article 7 Light and Glare Performance Requirements A comprehensive lighting plan shall be utilized for public safety in parking areas, illumination of building areas and pedestrian scale lighting along walkways and foot paths. Decorative lighting may be used at intersections and gathering places. All lighting within the Rayzor Ranch development shall meet the following standards which replace the standards set forth in Section 35.13.12 of the Denton Development Code. A. Areas designated for parking use shall provide a minimum average of one foot candle of illumination. B. Areas designated for pedestrian use shall provide a minimum average of one-half foot candle of illumination. C. Light may not measure more than one-half foot-candle of illumination at property lines external to Rayzor Ranch or at internal property lines where adjacent to residential. June 9, 2010 Page 8 APPENDIX I Example Material Applications "Oo all I 4,1: 1';'. k. t ~6 y » I rr i '~46U1A ~d11@Tll yi - I. I ~1."I.~ ~ y-. June 9, 2010 Page 1 RAYZOR RANCH ARCHITECTURAL GUIDELINES Material Colors: The below listed materials represent the Architectural color palette for Rayzor Ranch. The intent is not to limit the manufacturers; therefore they are subject to change. Colors will remain within the specified color palette. Neutral: Benjamin Moore 1100 Benjamin Moore 1067 Benjamin Moore HC-172 Benjamin Moore HC-169 Benjamin Moore OC-5 Benjamin Moore HC-105 Benjamin Moore AC-28 ICI A1825 ICI A1838 ICI A1866 Sherwin Williams SW6136 Pittsburgh Paints 510-2 Gray Tone: Benjamin Moore 1 603 Benjamin Moore AC-27 ICI A2013 ICI A2007 ICI A2015 ICI A2014 Tnemec 03MT Tnemec 03MT June 9, 2010 RAYZOR RANCH ARCHITECTURAL GUIDELINES Earth Tone: Benjamin Moore 1267 Benjamin Moore 1239 Benjamin Moore 1225 Benjamin Moore HC-100 Benjamin Moore 1040 Benjamin Moore HC-68 Benjamin Moore HC-71 ICI A1827 Sherwin Williams SW6062 Sherwin Williams SW6335 Sherwin Williams SW6041 Sherwin Williams SW6158 Sherwin Williams SW0009 Sherwin Williams SW6117 Sherwin Williams SW2831 Pittsburgh Paints 417-5 Pittsburgh Paints 325-6 Pittsburgh Paints 315-5 June 9, 2010 RAYZOR RANCH ARCHITECTURAL GUIDELINES APPENDIX 1 Example Material Applications Additional Colors and Materials for Town Center only June 9, 2010 RAYZOR RANCH ARCHITECTURAL GUIDELINES APPENDIX 2 Example Canopy and Shading Applications I ~ ICI 41, r s SH;A])I-. CANON)' 'IRF1.1.15 I IZE~I.L15 { 4 x Vfj~1 ni'. Ml,e+ M V 'Fly SUNSIIAI )1 OVERHANG, PORTICO .tames- \ r iN1 y i k , LOGGIA CANOPY SUNSHADE June 9, 2010 RAYZOR RANCH ARCHITECTURAL GUIDELINES APPENDIX 3 Example Amenities 1 fir. 5 r , FIRI_ITA('I SI:ATI\C I.ICH-111\C "jot 13FNCI FS a° PLAN 1LRS PLAN fLRS x, , r 71 it - ,Yq~ ~ tlt r? a~ 4Sti~fi~}, n >1 rrr ~ ae ti, a ${~'2D~ T S w ~1s BENCHES t ti 4 SLAT IN G June 9, 2010 RAYZOR RANCH ARCHITECTURAL GUIDELINES APPENDIX 4 Example Architectural Imagery `ri, _ t u' ii = r~,'- _ t., . fir, s :3i► ii w W" ..r N 5 i a ~ ~ t1 9 ~ I y t f f. s! June 9, 2010 EXHIBIT C-3 RAYZOR RANCH MULTI-FAMILY GUIDELINES The following provisions apply to all Tracts and Lots located within the Rayzor Ranch South Campus. 1. Parking a. Parking areas must be paved with concrete, concrete pavers or brick pavers (or higher quality materials approved by the Committee), and curbed and guttered with concrete, in accordance with the Plans. Access drives must be paved, curbed and guttered with concrete in accordance with the development standards promulgated by the City. b. Parking areas must be sufficient to accommodate all parking needs for employees, company vehicles, residents, invitees and visitors without the use of on-street parking. If parking needs increase on any Building Site, additional off-street parking must be provided by the owner of such building site. c. Parking areas must be provided in accordance with guidelines established by the City to the extent that City requirements are more strict than these Development Standards or address matters not addressed herein. d. No wheel guards or barriers shall be allowed in any surface parking area. 2. Service, Loading and Storage Areas a. Service areas for common use recreation and activity buildings shall be located at the rear or side yard of the building. Such areas must not be visible from roadways, parking areas and pedestrian walkways. No service or delivery vehicles may park or load/unload along public roadways, primary entrance drives or in visitor drop-off areas. b. Storage areas, incinerators, storage tanks, trucks based on the premises, roof objects (including fans, vents, cooling towers, skylights and all roof- mounted equipment which rises above the roof line), trash containers and maintenance facilities, shall either be housed in closed buildings or otherwise completely screened from public view. Service, loading and storage areas shall be screened from view by walls, berms or a combination thereof, constructed a minimum one foot above all service equipment, such as trash containers, incinerators, storage tanks and cooling towers. c. No satellite dish shall be placed in an area visible from a public way or space and no dish shall be mounted to a balcony. d. Service, loading and storage areas shall not encroach on any landscape area. 6/9/10 e. Dumpsters shall be located within side and rear yard areas of each site. Dumpsters or other trash receptacles shall be screened with walls and metal swing gates to match the building materials. The height of screen walls shall be a minimum one (1) foot above the top of the trash container. 3. Site Lighting a. Lighting shall be provided for vehicular, pedestrian, signage and architectural and site features. b. Site lighting fixtures used along entrance driveways and in parking areas shall be no taller than 30 ft. high and the fixtures shall be of a consistent design. c. The pattern of light pooling from each fixture shall be carefully considered to provide smooth, even lighting of driveways and parking, while eliminating undesirable glare or light intrusion onto adjacent Building Sites. d. Parking areas shall have a minimum of 2 foot candles initial, and at least 3 fc maintained or one-third of the average, whichever is greater. e. Light sources shall be metal halide, mercury vapor or of similar color. Yellow/orange source lights are prohibited from use. f Incandescent source lighting should be considered for pedestrian areas and near the residential units. g. Pedestrian walkways, courts, gardens and entrance areas shall be illuminated to enhance the pedestrian qualities of the Development Low level fixtures should complement the architectural design and focus on quality landscape lighting that will enhance the development. h. Identification graphics and signs shall be lighted internally or from ground mounted locations. If ground mounted, light fixtures should be screened from view in front of the sign. i. Illumination shall commence one half hour before sunset and last until the Building Site is closed for the evening. Pedestrian walkways shall be illuminated during all hours of darkness and when poor weather conditions warrant. 4. Site Perimeter Wall and Fence a. If walls and fencing are used to secure the perimeter of a building site in a multi-family zone, they must be a minimum of six (6) feet high and constructed of materials and finishes that match the buildings. b. Walls and columns must be constructed with appropriate structural footings and foundations to minimize movement and wall failure, and must be 6/9/10 constructed with level wall/fence tops. c. Tilt-up concrete walls regardless of texture, finish and color are not permitted. 5. Air Condition Compressors and Utility Meters a. Air conditioning compressors shall be located in clusters or linear groups. b. They shall be set on level grades ideally on the end exterior walls of the buildings and screened from view of public streets, walkways and pedestrian areas. c. Low walls, fences or evergreen plantings are acceptable methods of screening these elements. d. Utility meters shall be located in clusters or groups preferably in separate structures or on either end of the building's exterior walls. If located on the ends of the building, they shall be covered/screened from view with a compatible building material and allow convenient accessibility by the utility company. 6/9/10 t IBM' i 1074 mmomom, - CAI m Now •Im I : ANII'I.Ij: I:I I:~'1'I I{..)N - It I_ i I F"1ti1ILY I t ~P 1\1! ,V %J k )X;U Pf I~I'iiti} ti ()MY 6/9/10 EXHIBIT D-1 RAYZOR RANCH LANDSCAPE STANDARDS SOUTH RR-2 AND TOWN CENTER (RR-1) Article 1 General Landscape Standards A. Landscape Plan Landscape Plans must be reviewed and approved by the City staff for each phase of the development. B. Open Space Requirements 1. The South RR-2 and Town Center (RR-1) shall maintain a minimum average open space of 15% of the overall site. Open space includes all surface areas of the project that are not covered with enclosed buildings, or parking and drive areas. Pedestrian plazas sidewalks covered or uncovered are calculated towards total open space. 2. Active open space shall be valued within the Town Center (RR-1) development. Plaza Areas, as defined in Article 3.13 of the Rayzor Ranch Architectural Standards, may be credited as additional open space, canopy coverage, and/or landscape area with the authorization of the City Manager and a supporting site plan. C. Parking Field Requirements The South RR-2 and Town Center (RR-1) will incorporate the following planting standards in all parking areas: 1. Landscape Islands There will be a minimum of one planted island for every 15 linear parking spaces. This planting island shall be approximately the same size as one (1) standard parking space. Each island shall contain at least 1 shade tree (2" min. cal.) from the Approved Plant List (see Appendix A). Alternatively, there will be a minimum of one planted island for every 25 linear parking spaces. This planting island shall be approximately the same size as 2 standard parking spaces. Each island shall contain at least 2 shade trees (2" min. cal.) from the Approved Plant List (see Appendix A). Ground cover within the island shall be 100% turf, shrub, planted groundcover, gravel, or mulch or combination thereof. See Diagram 1 for an example layout of landscape islands. June 10, 2010 Page 1 2. End Islands There shall also be an end island for every parking row. This end island shall be approximately the same size as one (1) standard parking space. Each island shall contain at least 1 shade tree (2" min. cal.) from the Approved Plant List (see Appendix A). An example of the end islands can be found in Diagram 1. Ground cover within the island shall be 100% turf, shrub, planted groundcover, gravel, or mulch or combination thereof. 3. Minor Amendments The City Manager may approve alternate tree locations utilizing the minor amendment process to avoid conflicts with utilities as defined in the Denton Development Code. 4. Tree Spacing From Public Utilities a. Water and Wastewater Lines - No trees shall be planted closer than nine (9) feet from any public underground water or wastewater utility main unless applicable staff approves a special circumstance. The location of the water or wastewater utility line shall be considered, for distance purposes, to be the surface of the ground above the line. b. Fire Hydrants - No trees shall be planted closer than 10 feet from any fire hydrant. Article 2 Buffers and Screening A. Refuse Container Screen Trash receptacles shall be screened in accordance with Article 1.A.3 of the Rayzor Ranch Architectural Standards. The construction of refuse screening areas must comply with the Municipal Solid Waste and Recyclables Storage and Enclosure Requirements adopted by the City of Denton on May 8, 2009. B. Service Corridor Screen When adjacent to residential uses, commercial and industrial service corridors shall be screened. Siting and design of such service areas shall reduce the adverse effects of noise, odor and visual clutter upon adjacent residential uses. C. Mechanical Equipment Screen June 10, 2010 Page 2 All mechanical equipment shall be screened from any public right-of-way or adjacent to residential use or zoning district. Ground mounted equipment can be screened with evergreen shrubbery or masonry or concrete screen wall. Gates, if incorporated in the design of the screen wall, can be constructed of metal. Screening is subject to approval by the appropriate controlling utility. D. Outdoor Storage All outside storage shall comply with the provisions of Section 35.12.7 of the Denton Development Code, unless modified by the Architectural Standards. Article 3 Access, Parking, and Circulation Requirements A. External to the Development 1. Vehicular Access / Access Management The South RR-2 and Town Center (RR-1) shall provide access that complies with Access Management principles of location, spacing and sharing of curb cuts, and shall provide adequate stacking distance for all entrances. 2. Pedestrian Access All developments shall provide pedestrian access by linking to any adjacent sidewalk(s), multi-use path(s) or public transportation stop. 3. Transit Amenities Transit amenities, bus shelters, and pullouts shall be provided as required under Subchapter 20 Transportation of the City of Denton Development Code. Modifications to the transit amenities standards shall be permitted subject to the City Manager's approval so long as the intent and spirit of the standards are met. B. Internal to the Development 1. Vehicular Circulation a. Internal circulation shall be well defined by use of end caps and landscaped areas. b. Cross Access: Prior to division of property, circulation and access standards shall be applied and, if necessary, cross easements shall be required so that access to all June 10, 2010 Page 3 properties created by the subdivision can be made from shared curb cuts. Article 4 Parking Lot Landscaping and Screening Standards In addition to Article 1 above, all parking lots, which for purposes of this section, include areas of vehicle maneuvering, parking, and loading, shall be landscaped and screened as follows: A. Landscape Standards 1. A minimum of 10% of the total parking area shall be landscaped. 2. A minimum of 20% of the required parking shall be covered by tree canopy. The tree canopy goal within the parking area shall be 25%. Staff will work with the applicant to provide flexibility in the event of utility conflicts or other unforeseen circumstances. 3. The tree species shall be an appropriate shade tree and shall be selected from the Approved Plant List (see Appendix A). 4. Poly-coated chain link fencing is allowed for security and utilitarian purposes, but is not considered a screening fence. The poly-coated chain link fence cannot be visible from public roads or pedestrian areas. B. Screening at Right of Way: Parking is allowed in front of a building if the parcel meets the following design standards. 1. Parking lots shall be separated from the street frontage by a minimum 15 foot wide Right-of-Way Screening Landscape Area to reduce visual impacts. 2. The minimum 15 foot wide Right-of-Way Screening Landscape Area is the area located between the right-of-way and the parking lot. Utility easements are allowed to count towards part of the 15-foot wide Right-of-Way Screening Landscape area subject to required separation from utilities. 3. The number of large trees required will be calculated by providing one (1) large tree for every 45 linear feet of the Right-of-Way Screening Landscape Area. The required June 10, 2010 Page 4 numbers of trees do not have to be planted on 45-foot centers, but can be clustered. 4. A minimum of three small accent trees clustered every 30 linear feet within the Right-of-Way Screening Landscape Area may be substituted for the large tree requirement. 5. At least one or any combination of the following shall be used to help screen the parking lot: a. Xeriscape landscaping may be planted within the Right- of-Way Screening Landscape Area. Xeriscape landscaping shall require water irrigation for a period of three years for landscaping to be established. After 3 years, no irrigation is required, b. A minimum three foot high, when mature, row of evergreen shrubs planted within the Right-of-Way Screening Landscape Area. The shrubs may be grouped and not planted in a continuous row provided that the shrubs overlap to form a continuous buffer; or c. A minimum three-foot high continuous wall made of any combination of wrought iron, masonry, or stone within the Right-of-Way Screening Landscape Area. If wrought iron is used, vines shall be grown on the wrought iron to help screen the parking lot. d. A grass or landscaped berm, three feet high above the parking pavement surface. Article 5 Tree Maintenance and Tree Mitigation A. Each replacement tree shall have a minimum caliper of two (2) inches, measured six (6) inches above grade and must be at least five (5) feet tall when planted. B. All replacement trees must be Large Canopy Trees from the Approved Plant List found in Appendix A. C. A performance bond is required prior to the issuance of a building permit for each phase of Rayzor Ranch. The purpose of the performance bond is to ensure that the landscape and trees are planted and well maintained. Upon completion of the three (3) year establishment period for all plantings within the Rayzor Ranch project, the City shall inspect the trees to determine if June 10, 2010 Page 5 90% of the trees are healthy and have a reasonable chance of surviving to maturity. Upon such a finding, the City shall release the performance bond. If the applicant does not take remedial steps to bring the property into compliance, the City shall make demand for payment of the bond. The City may use all legal remedies to enforce this requirement, in addition making demand on the bond. D. Tree mitigation will also be subject to the criteria established in Section 35.7.15.5 of the Rayzor Ranch Overlay District. Article 6 Interim Landscape Areas Final right-of-way screening along US 380 must be installed within six (6) months after the final certificate of occupancy is issued for 80% of the lots fronting U.S. 380 or within two years of the first certificate of occupancy fronting on U.S. 380. This is to ensure that landscaping is uniform at the time of installation. Article 7 Amendments to the Landscape Plan The City Manager may authorize minor changes in the landscape plan and plant materials that otherwise comply with the Overlay District ordinance and do not: 1. Reduce the perimeter landscape buffer strip shown on the original landscape plan, 2. Detrimentally affect the original landscape plan's aesthetic function relative to adjacent right-of-way or surrounding property; or 3. Detrimentally affect the original landscape plan's screening or buffering function. June 10, 2010 Page 6 Appendix A Approved Plan List Canopy Trees Mature Canopy 314-1256 sq. ft. - Site Design Criteria Manual Common Name Scientific Name Soapberry Sapindus drummandii Bald Cypress Taxodium distichum Black Locust Robina pseudoacacia Eastern Red Cedar Juniperus virginiana Cedar Elm Ulmus crassifolia Texas Mesquie Prosopis glandulosa Chinquanpin Oak Quercus muhlenbergii Post Oak Quercus stellata Live Oak Quercus virginiana "Highrise" Shummard Red Oak Quercus shumardii Texas Red Oak Quercus texana Chinese Pistache Pistacia chinensis Ginko Ginko bilboa Green Ash Fraxinus pennsylvanica Texas Ash Fraxinus texensis Bur Oak Quercus macrocarpa Bigtooth Maple Acer grandidentatum Foster Holly Ilex x attenuata "Fosteri" Caddo Maple Acer saccharum "Caddo" Pecan Carya illinoinensis Southern Magnolia Magnolia grandiflora River Birch Betula nigra Ornamental Trees Mature Canopy 79-314 sq. ft. - Site Criteria Manual Common Name Scientific Name American Smoketree Conius obovalus Crape Myrtle Lagerstromia indica Desert Willow Chilopsis linearis "Warren Jones" Downy Hawthorne Crataegus mollis Hawthorn Crataegus spp. Mesquite Tree Prosopis glandulosa Mexican Plum Prunus mexicana Mexican Redbud Cercis canadensis var mexicana Possumhaw Holly Llex decidua Prairie Flameleaf Sumac Rhus lanceoiata Red Bud Cercis canadensis Reverchon Hawthorn Crataegus reverchronis Rusty Blackhaw Viburnum rufidulum Texas Persimmon Diospryros texana Texas Sophora Sophora affinis Vitex Vitex agnus-castus - "LeCompte" Wax Myrtle Myrica cerifera Yaupon Holly Ilex vomitoria June 10, 2010 Page 7 Shrubs Common Name Scientific Name Aga rita Mahonia (Berberis) trifolita Buttonbush Cephalanthus occidentilis Sesert Spoon Dasyliron spp. Dwarf Buford Holly Ilex cornuta "Dwarf Buford" Dwarf Wax Myrtle Myrica pusilia Dwarf Yaupon Holly Ilex vomitona "Nana" Ebbing's Silverberry Eleagnus ebbengei False Indigo Amorpha fruticosa Foster Holly Ilex x attenuaa Fragrant Sumac Rhus aromactica Glossy Abelia Abelia x grandoflora Hardy Plumbago Ceratostimgma plumbaginoides Indian Hawthorn Rhaphiolepios indica Knockout Rose Roa "Knockout" Purple Smoke Tree Cotinus coggygria 'Royal Purple' Red Yucca Hesperaloe parviflora Rosemary Rosmarius officinalis Sacahuista Nolina texana St. John's Wort Hypecum perforatum St. John's Wort Hypericum beanii Texas Sage Leucophyllum frutescens Malvaviscus arboreus var. Turk's Cap drummondoni Waxleaf Ligustrum Ligustrum japonica "Texans" Western White Honeysuckle Lonicera albiflora Yucca Yucca app. Grasses / Ground Cover / Vines Common Name Scientific Name Asian Jasmine Trachelosperum asiaticum Aster Aster spp. Bermuda Grass Cynodon dactylon Blackfoot Daisy Melampodium leucanthium Bracken Fern Pteridum aquilnum Buffalo Grass Bucchloe dactyiodes Bushy Bluestem Andropgon Glomeratus Butterfly Weed Asclepias tuberosa Cactus Opuntia spp. Coconut Thyme Thymus pulegioides coccineus Coneflower Rudbeckia fulgida Cross Vine Bignonia capreoiata Daylilly Hermerocallis "Hyperion" Desert Sage Salvia gregii June 10, 2010 Page 8 Dwarf Fountain Grass Pennisetum alopecuroldes'Hamin' Englemann Daisy Englemannia pinnatifida Evening Primrose Oenothera speciosa Giant Liriope Lirope gigantea Gray Rush Juncus effusus Hameln Grass Pennisetum alopecuroides "Hemeln" Inland Sea Oats Chasmanithuim latifolium Kentucky Wisteria Wisteria macrostachya Lady Banks Rose Rosa banksiae Lindheimer's Muly Muhlenbergia lindheimeri Little Bluestem Grass Schizachyrium latifolium Little Bunny Fountain Pennistemum alopecuroides "Little Grass Bunny" Lirope Lirope muscari Maiden Grass Miscanthus sinensis "Gracillimus" Mexican Feather Grass Nasella(Stipa) tenuissima Muhly Grass Muhienbergia spp. Orange Wedelia Wedelia hispida Prairie Zinnia Zinnia grandiflora Purple Cornflower Echinacea pupurea Purple Wintercreeper Euonymous fortunei Russian Sage Perovskia atriplicfloia Sideoats Grama Bouteova curtipendula Splitbeard Grass Andropogon tenarius Switchgrass Panicum virgatum Texas Green Eyes Berlandiera texana Texas Sage Leucophyllum frutescens Trumpet Honeysuckle Vine Lonicera sempervirens Trumpet Vine Camsis radicans Turfallo grass Bouteloua dactyloides Virginia Creeper Parthenocissus quinquefolia White Sagebrush Artemesia ludoviciana Yellow Elder Tacoma stans June 10, 2010 Page 9 Appendix B Tree Mitigation Chart Rayzor Ranch Mitigation Chart North Site Total caliper inches of trees taken rig(_jV ri and Sti l le- air-irly is 7713, 'X I caliper inches of t're ; 12, are Quali~y/Prctectea Trees 5524 Caliper inches of the 771 3 inches were to<err town 2189 Caliper inc'res of the 771", inches are remaining 7713 inches -151 Inches of Quality rl'rctected Tees = !56y inches 75,52 a-e Secondary Trees regL:irirna m tigatian =944 caliper inches 161 are Qrrality~Prctected Trees rectuiring 1.2 o' 11,6 mitigation At the worst case scenario 1 ~2 - 322 caliper inches Total caliper inches to mitigate = 944 + 322 = 1266 inches This is 633 trees (assuming mitigation is with 2" caliper trees) South Site Trees to Preserve: 3 Crra ity Trees = 42 4 inches 'mtected 1 re= = 43 5 ~ncl--es Total caliper inches to preserve = 85.9 inches Trees to Mit gate 34 Quality Trews = ".51 1 inches 6 P'otected Trees - 290^ 5 inches 2 I arge Secordary - 49 4 inr_heS Secondary - 23.25 inches Total caliper inches to mitigate 457.25 inches This is 229 trees (assuming mitigation is with 2" caliper trees) Mitigation Total of North and South Sites = 1724.25 inches Preservation Total of North and South Sites = 85.9 inches `This mitigation plan is a proposed plan. If any transplanted trees die within the first year, the developer will replace the trees with the equivalent number of caliper inches. June 10, 2010 Page 10 Appendix C Landscape Chart Rayzor Ranch South Campus Landscape Chart ii F,7 P. i A, June 10, 2010 Page 11 Diagram I - Parking Lot Landscape Islands DIAGRAM I-01 75 Z,"AGY""S MAX ~t9'_ _ 15 SF'ACf.S MAX DOUBLE ISLAND 90° PARKING °QME lS4AN95 MAY by S.CHT,Yi.GSS WCN A FL!/, 1 15 ,!S .STALLS MqY......... ...~.~'S 15 SPAa WAX SINGLE ISLAND 90° PARKING W..~.....W -_-.......-.W._.-........._.._ 25 SAA. MAX ~70.73"I 25 SPA-15 MAX (Rul", DOUBLE ISLAND 600 PARKING June 10, 2010 Page 12 EXHIBIT E-1 RAYZOR RANCH SIGN STANDARDS SOUTH RR-2 AND TOWN CENTER Unique and creative signage and graphic design adds visual interest to and helps define the urban character of the Rayzor Ranch Town Center (RRTC) area including the RR-1 and South RR-2 subareas. Innovative signage and graphics programs with special size, placement and materials help create a strong identity for the overall Rayzor Ranch Community. These special standards and standards permit a wide range of signage and graphic types and materials, including both onsite project/tenant identification and advertising, and offsite advertising that are not otherwise permissible, to promote and energize the area through installation of creative signs and graphics. The Rayzor Ranch Sign Standards use three (3) sub-districts or sign areas within the South RR-2 and Town Center area to ensure the ability to introduce innovative, stimulating and well-designed signage and graphics throughout the area. The first area is adjacent to Rayzor Ranch Marketplace along US 380/University Drive providing a recognizable streetscape into Rayzor Ranch. The second area is located along the Interstate Highway 35 (IH 35) corridor for greater identification of the overall Rayzor Ranch project and major tenants within Town Center. And the third district is located in the core of the Town Center area corresponding to the RR-1 zoning area focusing the greatest intensity for entertainment, people gathering and active use areas. See Appendix 1 for the RRTC Sign District areas exhibit. ARTICLE 1 DEFINITIONS The definitions set forth in Subchapter 15 of the Denton Development Code govern in the Rayzor Ranch Town Center Sign District, except as modified below: A. Awning Sign. Any sign with its copy on a shelter made of any material, such as fabric, flexible plastic or metal, that is supported by or stretched over a frame and attached to an exterior wall of a building or other structure. B. Banner. Any temporary sign attached to or applied on a strip of cloth, vinyl, or similar material. Project Banners and Project Announcement Signs are common banner uses. June 9, 2010 Page 1 C. Blade. Any sign placed within the pedestrian zone either flag mounted to a building wall or suspended from overhead walkway cover, awning or intended to identify the entrance to a business. D. Canopy Sign. Any sign mounted, painted or otherwise applied directly upon or attached to a canopy or structural protective cover over an outdoor area. E. Changeable Message Sign. Any sign displaying static images that may display different designs, messages, or advertisements and that may include LED/LCD elements; slide lettering, or other changeable message technology. F. Construction Sign. Any temporary sign erected on the premises of an existing construction project and designating the architect, contractor, designer or builder, or developer, or the name and nature of the project. G. Directional (Way Finding) Sign. Any sign placed adjacent to driveways and along internal roadways within the project site for the purpose of directing both vehicular and/or pedestrian traffic. H. Directories. Directories are signs, cabinets, maps or other informational presentations of project site layout indicating the location of buildings, amenities, tenants and other site features to be read by pedestrians within the center area of Town Center. 1. Effective Sign Area. That area in square feet of the smallest geometric figure or combination of regular geometric figures which figure or figures entirely enclose both the copy and the sign face. Effective Sign Area does not include such features as decorative or ornamental elements or features, borders, trims or any supporting structure which is used solely for the support of the sign. J. Highway Sign. An on-premise or off-premise sign structure erected within 150 feet of the right-of-way, oriented to and intended to be read from a highway or freeway. K. Illuminated Sign. Any sign that is directly lighted by any electrical light source, internal or external. This definition does not include signs that are illuminated by street lights or other light sources owned by any public agency or light sources that are specifically operated for the purpose of lighting the area in which the sign is located rather than the sign itself. L. Kiosk Sign. Any sign attached, painted on or otherwise applied to the physical structure of a kiosk and does not project into the pedestrian way. Kiosks are permanent or temporary freestanding June 9, 2010 Page 2 structures within the RRTC core area which are used for additional retail sales. The core area is further defined as the "main street" and/or "spine road" component of the RRTC that has retail buildings oriented inward towards the main street. M. Landscape Wall Sign. A freestanding sign architecturally integrated with the building, mounted on a screen or perimeter wall and having tenant identification, directional or information signage as individual letters or applied cabinets. N. Marquee. Any integral sign projecting over the storefront, typically over the main entrance of a hotel, theater, or other retail use which displays identity and/or details of the goods and services. Marquees are typically large in format and illuminated. Marquee signs are encouraged to add increased creativity and energy to the project. 0. Monument Sign. Any ground sign which has a base made of stone, concrete, metal, routed wood planks or beams, brick or similar materials with concealed sign cabinet support. P. Mural. Graphic or artistic expression which is painted or applied to exterior or interior wall surfaces that is not commercial advertising in context. Q. Project Announcement Sign. A temporary sign that is used to announce upcoming events such as "Grand Opening" or "Coming Soon" or upcoming tenant. R. Project Banner Sign. A temporary or seasonal sign with project identity only that is used to provide aesthetics to the project through the addition of graphics and color, announce upcoming events, . Project Banners are commonly mounted on street lights, placed in directories, or on sides of buildings. S. Projecting sign. Any sign other than a wind device sign, located above the pedestrian oriented space, which is wholly affixed to or supported by any building wall and which extends beyond the building wall more than twelve (12) inches. T. Project Landmark. A structure, sculpture, graphics, images or other form of art work consisting of one or more elements in composition creating an urban icon display for the project. U. Pylon Sign. Any ground sign greater than 20 feet or more in height identifying the project, a district or marking an entrance, which can incorporate multiple tenant listings. Highway Signs are considered a type of Pylon Sign. June 9, 2010 Page 3 V. Roof Sign. Any sign erected upon the roof of any building or which is partially or totally supported by the roof or roof structure of the building. W. Sandwich Board. Two large boards bearing a sign display on each side, hinged at the top with one board in front and the other behind creating an "A" frame, used for advertising. X. Secondary Sign. Any sign or signage that does not identify the specific tenant name, but references general goods sold or services performed in the facility. Y. Tenant Sign/Building Sign/Facade Sign. Any sign that announces a tenant or name(s) of tenant(s) located on, attached to or otherwise applied to a building wall within the tenant's leased space. Z. 3D - Graphics. Any sign, freestanding structure or figure made up of 3 dimensional objects, shapes or graphic elements at pedestrian scale for the enjoyment of patrons to the development intended to be a contextual link between the thematic design elements of the property or unique use. See Appendix 3 for examples of the RRTC Sign District signage types. ARTICLE 2 SIGNAGE REGULATIONS A. Setbacks. Pylon, Project Landmark, Landscape Wall , and Monument Signs ("Freestanding Signs") shall have setbacks as follows: 1. Signs shall maintain a minimum setback of five (5) feet from the property line, public easements and/or rights-of-way line. 2. Interior lot lines do not trigger setbacks for sign purposes in the RR-1, RR-2 and RR-3 Districts. 3. All Freestanding Signs must comply with the visibility obstruction requirements detailed in City Code Section 35.15.4.H. B. Allowable Number and Size of Sign 1. Freestanding Signs - This section sets forth the number and type of Freestanding Sign permitted on a parcel with public road and/or public access easement frontage. a. If such a parcel has frontage on more than one (1) street, highway, arterial, collector street or internal counterflow road, June 9, 2010 Page 4 the signage for each shall be calculated separately depending on the length of each frontage. b. A parcel may display one Freestanding Sign for the first three hundred feet, or portion thereof, of frontage and one additional Freestanding Sign for each additional three hundred feet of frontage or portion thereof. c. Spacing for each additional sign permitted must be a minimum of sixty (60) feet from another permitted freestanding sign on the same parcel. 2. Tenant Signs. Attached signs include all building, canopy and awning mounted signs. This section sets forth the size and location of attached Tenant Sign. The total square footage of all attached signs shall not exceed thirty (30) percent of the entire wall area on which such signs are located and/or the following signage area restrictions: a. Sign Area 1 - Tenants in freestanding (pad) buildings in Sign Area 1 adjacent to US 380, are allowed one (1) square foot per each lineal foot of building frontage, and for other elevations facing parking lots, three-quarter (.75) square foot per each lineal foot of elevation. Signs are not restricted to any specific type. Tenant's national signage and graphic standards may be used. b. Sign Area 2 - Tenants in freestanding (pad) buildings in Sign Area 2 adjacent to IH 35, are allowed two (2) square foot per each lineal foot of building frontage, and for other elevations facing parking lots, one (1) square foot per each lineal foot of elevation. Signs are not restricted to any specific type. Tenant's national signage and graphic standards may be used. c. Sign Area 3 - Tenants in freestanding (pad) buildings or in-line shops in Sign Area 3 (the internal core of Town Center), are allowed four (4) square foot per each lineal foot of main entrance frontage, and for other elevations facing parking lots, two (2) square foot per each lineal foot of elevation. June 9, 2010 Page 5 Signs are not restricted to any specific type. Tenant's national signage and graphic standards may be used. 3-dimensional and creative sign designs will be encouraged. 2. Building signs shall not exceed an overall 75% in height and 80% of length of the architectural area to which it is attached and/or the following criteria, whichever is greater: a. Tenants less than 10,000 square feet are allowed a maximum letter height of 36-inches. b. Tenants 10,001 square feet to 15,000 square feet are allowed a maximum letter height of 48-inches. c. Tenants 15,001 square feet to 25,000 square feet are allowed a maximum letter height of 60-inches. d. Tenants 25,001 square feet to 80,000 square feet are allowed a maximum letter height of 72-inches. e. Tenants in excess of 80,001 square feet are allowed a maximum letter height of 84-inches. 3. If tenant is a corner tenant, with an Exterior Building Wall, signage will be allowed on each side of the Exterior Building Wall. If tenant is on a freestanding pad, signage will be allowed on each elevation visible to the public. ARTICLE 3 PERMANENT SIGNAGE STANDARDS The following regulations shall apply to the RRTC which is south of US 380/University Drive, east of IH 35, west of Heritage Trail and north of Scripture Street as shown on the Concept Plan for Rayzor Ranch. A. Sign Areas There are three distinct signage areas defined geographically on the Sign Plan based on the land use, make up of users, the adjacent roadway speeds and accessibility for both identification and directional signs for the project and tenants. a. Sign Area 1 Pylon, and Monument signage for project and tenant identification along US 380, which will complement the existing Marketplace signage. b. Sign Area 2 - Highway, Monument and directional signage for project and tenant identification along IH 35. c. Sign Area 3 - All signage for project, tenants and land uses within the core of the RRTC. June 9, 2010 Page 6 All signs shall be erected, displayed, altered and reconstructed in conformance with this RRTC Sign District and applicable City regulations not amended through this overlay district. All signs listed above in Article 1 as sign modifications to the Denton signage code shall be allowed in all nonresidential areas of the RRTC as follows: B. Allowable Signage Types Matrix NOTE: T = Tenant Signage; P = Project Signage Sign Type Area 1 Area 2 Area 3 (US 380) (IH 35) (Interior) T P T P T P Awnings X X X Blade X X X Banner X X X X X X Canopy X X X Construction X X X X X X Changeable Message Panels X X X Landscape Wall signs X X X X X X Highway Pylons X X Kiosk X Marquee X X X X X Monuments X X X X X X Murals X X X X X Project Announcement X X X Project Banner x x x Project Landmark X X Projecting X X X X Pylons (Primary and Secondary) X X X X X X Roof X X X X X X June 9, 2010 Page 7 Sign Type Area 1 Area 2 Area 3 (US 380) (IH 35) (Interior) T P T P T P Sandwich Board (A-Frames) X X Secondary Signage X X X 3-Dimensional X X X X X X C. Freestanding Signage Standards 1. Landscape Wall Signs. Used for project and tenant identification at entries to the project area. a. Such signs shall be placed within a landscaped setting containing not less than one hundred twenty (120) square feet. The maximum individual letter area for such signs shall not exceed one hundred (100) square feet if space allows. b. The maximum height of such sign shall be eight (8) feet. c. Individual letters shall not cover a percentage of wall surface area greater than fifty (50) percent. 2. Monument Signs. Used for project and tenant identification at entrances to the project area. and tenant identification for freestanding buildings and pad tenants a. Monument signs shall be constructed in accordance with the Monument Sign Elevations shown in Appendix 4. Individual Monument Signs including Single Tenant, Double Tenant, Multi-Tenant and Project Identity Monument Signs may be located throughout the project at entrances, single tenant outlots and pads in accordance with the Signage Requirements in Article 2. b. The maximum height of a monument sign is eight (8) feet. c. Maximum sign area is 100 square feet sign. d. Spacing for multi monument signs adjacent to each other shall be a minimum of sixty feet (60'). June 9, 2010 Page 8 3. Project Landmark. The landmark may consist of one or more elements in composition, creating an urban icon for the project. It may contain multiple advertising and thematic elements including color and illumination techniques that will enliven and energize the site. The idea is to blend signage and public art or graphics. a. The advertising elements will each have a maximum allowable six-hundred (600) square feet. b. The landmark will not be allowed to suspend over, nor into the public right of way, and will be limited to a maximum height of sixty-five (60) feet. c. The landmark area is allowed to display the names of any tenants in Rayzor Ranch. d. The landmark will be located either internal to the RRTC within the core or a long the I-35 frontage at potential locations as depicted on Appendix 2. 4. Pylon Signs. See Appendix 2 for potential sign location details and Appendix 4 for details of each sign type. a. Highway signs (H1) are allowed on the road frontage of IH 35 located south of US 380 in the RRTC with a maximum allowable height of seventy-five (75') feet measured from base of sign and an allowable sign area of twelve hundred (1200) square feet per sign side. i. Highway signs are allowed to display the names of any tenants in Rayzor Ranch overall. ii. Highway signs are allowed or will be allowed to use changeable message signs as part of their design components if City Code allows or is amended to allow. iii. Highway signs are not subject to the minimum setbacks of Section 35.15.14.2.C of the Denton Development Code as they are located in Sign Area 3 only. iv. Sign face shall not exceed 1200 square feet with the electronic portion of the sign limited to a maximum 672 square feet. Sign face is not the same as sign area, which is detailed below. b. Highway Signs (H2) are allowed on the road frontage of IH 35 south of US 380 in RRTC. H2 signs are intended to be June 9, 2010 Page 9 repetitive thematic or decorative signs approximately equally spaced along the I H 35 corridor. i. Maximum height of forty-five feet (45') measured from base of sign ii. Allowable sign area of four hundred (400) square feet per sign side c. Primary pylon signs (P1) are allowed on the south side of US 380. i. Maximum allowable height of forty feet (40' measured from base of sign. ii. Allowable sign area of eight hundred (800) square feet per sign side and a maximum effective sign area of seven hundred (700) square feet per sign side. d. Secondary pylon signs (P2) are allowed on the south side of US 380 and the west side of Heritage Trail. i. Maximum allowable height of forty feet (40') measured from base of sign. ii. Allowable sign area of eight hundred (800) square feet per sign side and a maximum effective sign area of seven hundred (700) square feet per sign side. e. Pylon signs are subject to the minimum setbacks as established in Article 2 of this amendment unless its proximity to a single-family residence would dictate a larger setback according to Section 35.15.14.1.E of the Denton Development Code. f. All pylon signs are allowed to display the names of any tenants in RRTC. D. Graphic Standards 1. Project Graphics. Murals (including scanner murals) and other graphic elements with backing frame or support, and not containing a commercial message or part of National Trade Dress are allowed on all buildings and no permit is required to install these elements June 9, 2010 Page 10 provided that the original installation of the Project Graphic was included and approved as part of the building permit for the structure to which it is attached. Project Banners - Used for identification, marketing or graphics for RRTC. Project Banners may have an area up to 15 square feet. Materials used can be fabric, vinyl or metal. A permit is not required to install a Project Banner. E. Attached Sign Standards Signs should be designed to appear as an integral part of the architecture rather than as an after-thought. Tenant identification signs should be designed to complement the design of the building in scale, placement and style, building color and finishes; fit within the overall environment; but should integrate bold colors, lighting, materials, and style. Building and tenant identification signs should be designed to be visible and legible from the intended viewer's viewpoint. Sign illumination may be innovative and incorporate a variety of lighting types, such as neon tubes, fiber optics, incandescent lamps, LEDs, cathode ray tubes, shielded spotlights, and wall washes. 1. Blade. a. Sign area for Blade signs shall not be counted against tenants allowable sign area b. Orientation may be perpendicular or parallel to store frontage. c. Each tenant may have one (1) blade sign, Corner tenants are permitted two (2) blade signs (one on each storefront opening or entry). d. Mounting height shall be a minimum of 84" from finished floor to lowest portion of sign element. e. Maximum sign area of ten (10) square feet is permitted and must be located at the tenant's primary entrance. 2. Awning / Canopy/ Marquee Signs. a. Signs on marquees shall be considered wall signs and shall be subject to the requirements established for wall signs. June 9, 2010 Page 11 b. Signs on canopies and awnings shall be considered wall signs and shall be subject to the requirements established for wall signs. However, lettering which does not exceed seven inches in height which is displayed on the edge of a canopy or awning hanging perpendicular to the ground shall not be counted against the allowable signage area of a wall frontage. c. No portion of any canopy or awning shall be less than eight feet above the level of the sidewalk or other surface over which it projects. d. Awning signs may be illuminated indirectly or internally. 3. Kiosk Sign. a. Kiosks will be allowed up to 20 square feet of signage. b. Attached to the physical body of the kiosk and does not extend beyond into a pedestrian walkway. 4. Roof Sign. a. Roof signs may extend laterally beyond the exterior walls of the building and shall be securely attached. b. Signage area shall be calculated at one (1) square foot of signage for each one (1) lineal foot of building frontage. Sign area is limited to a maximum of 672 square feet per individual sign. This area is not calculated against any tenant, but as part of a place making allowance. c. If used for tenant identification and/or marketing, square footage shall be counted as part of the aggregate allowance of the specific tenant and within tenant's leased frontage. 5. Informational / Incidental Signs. Minor signs such as drive-thru directional signs, gas pricing signs, traffic control signs and all other signage not referred to herein shall be permitted as allowed under the applicable City of Denton codes. F. TEMPORARY SIGNAGE STANDARDS. The following types of temporary signs shall be permitted within the RRTC Sign District, subject to the limits of Section 35.15.16 of the Denton Development Code, Temporary signs shall be permitted for periods up to 365 days. June 9, 2010 Page 12 1. Construction Sign. a. Maximum of one-hundred (120) square feet per maximum sign area. b. Typical Construction Sign can be found in Appendix 3. 2. Project Announcement Signs. a. Maximum of one-hundred (120) square feet per maximum effective sign area b. All project announcements signs must be at least 200 feet apart. Project Announcement Signs shall be removed within 30 days after an occupancy permit is issued. c. All Project Announcement Signs must be constructed with a metal frame and have acrylic or metal panels and comply with the RRTC Color Palate adopted as part of the RRTC Architectural Standards. d. Typical Project Announcement Sign can be found in Appendix 3. 3. Land available and Real Estate Signs. Signs offering land available for sale or lease a. Maximum of ninety-six (96) square feet per sale or lease parcel provided that no more than one sign be installed for each 300 feet of frontage. b. Construction must be with a metal frame and have acrylic or metal panels. c. Typical Real Estate Signs can be found in Appendix 3. 4. Sandwich Board. a. Maximum sign height shall be three (3) feet. b. Maximum sign width shall be two (2) feet and sign shall not be placed in front of adjoining tenant's storefront. Signs must be properly anchored (temporarily) or weighted against the wind. c. Chalkboards or changeable letters may be used for daily changing messages. June 9, 2010 Page 13 d. Signs shall be designed and constructed so as to promote and not visually obscure the significant architectural features of the Rayzor Ranch Development. e. Signs must be removed after business hours. f. Sidewalks must be at least ten (10) feet wide in order to erect or maintain a sandwich board or "A" frame sign. 5. Wind Device Signs. On premise, banners, and windblown signs such as pennants, flags, and streamers for special events and grand openings shall be permitted provided they: a. Do not exceed 20 square feet in area. b. There shall be no limit to the number of wind device signs along main circulation routes within the RRTC overlay districts where said signs are not visible from US 380, IH 35 or Bonnie Brae and Scripture. c. Comply with the requirements for duration stated in Section 35,15.9.4 of the Denton Development Code. June 9, 2010 Page 14 APPENDIX 1 South RR-2 and Town Center Sign Areas f E I v, i r ~y i 41 a June 9, 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 identified in the approved site plan. , 1 , r y ~ S7 / h ~ ~ J7 1 , v, 41 i V S ) V 1 Vet } _ 1 ~ ti 2f 1 1, ~i1 1~ 1,' 1 ~ ~ m I ,v 1` 1 June 9, 2010 Page 2 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. June 9, 2010 Page 3 A Awning M - Sign IYu , t' B Banner C Blade u w` E D Canopy Sign '1 ~1 yW 11 r 11lmg June 9, 2010 Page 4 E Changeable Message Sign 1 k ~ V V L' ~t i hl~/^; 3u3M~L iYS'k~54~Y5.1AM . wS.~x vcnvee~a~er~ F Construction Sign ka' a G Directional (Way Finding) Sign3 a You cA11~' {~i' y .l - t l ~ x~.x~Y Y +wAenvnwei+ ~ H Directories 1 'Y t June 9, 2010 Page 5 Leo,;p s Fri tzxi, Effective Ardiit,rfiiral Arµ i U hitect~ir ,I Frog ita±~e Sign Area *Tenant Sign J' Highway Sign K Illuminated V.,. Sign rF f iAS ~ L Kiosk Sign { AM% 4fi ~r 4 p~~ June 9, 2010 Page 6 M Landscape Wall Sign ypy~ ~w+ 'I A .,t yn".,S Ly _......ua., .'So, .mow N Marquee t, 11 1 Q 1 a Monument Sign 1..1 r ~V ir!-T BUY iii ~Yff~ I r~`3+: <idti: } 1 . P Mural m. ;N C June 9, 2010 Page 7 Q Project Announce- ment Sign R Project Banner f Sign S Projecting Sign 5Ar T Project Landmark yam' s June 9, 2010 Page 8 U Pylon sign V Rood Sign MOO"- t UMYfXS I W Sandwich Board Y g, wsn~~s~ i l X Secondary Sign W~`wn nr r, c ~ 3t. \P,b2i t 'f June 9, 2010 Page 9 Y Tenant Sign t Building Sign Facade Sign Z 3 D Graphics ~jlll w M~ ~1 11~11[r x~v4!4YA { i June 9, 2010 Page 10 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 Fh - ~ °'rc„s-°L4`, Pr +,n r ,w¢~>f ~ a:fma~a~.n~k.wLL~'7".a~;v3. - yy_( t .~.'i^Y i'~.s `m~'P~ '0?ssti~ly{'M1Y' yt\ 9 ~F V y FF V s Y, i s `k[` 1 III S ~ I II 1 {~I June 9, 2010 Page 11 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types H2 - SECONDARY HIGHWAY g, C j~ x k r S ~~~~AA,~ ~{p Y U 1l r N: , r J• Dti s k 5 ~ ~ 6 i.,,; ♦ 'ALI 'r hh k kv! 5 +5 ti N; y ti4 June 9, 2010 Page 12 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types P1- PRIMARY PYLON June 9, 2010 Page 13 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types P2 - SECONDARY PYLON . June 9, 2010 Page 14 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types M 1- SINGLE TENANT MONUMENT Tenant - I. rite 12',~i M 2 - DOUBLE TENANT MONUMENT June 9, 2010 Page 15 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types M 3 - MULTI TENANT MONUMENT TENANT TENANT- TENANT TENANT TENANT TENANT I! V'! 11 MULTI-TENANT MONUMENT SIGN M 4 - ENTRY MONUMENT PROJECT IDENTITY N1C}NIJ%1FNT SIGN June 9, 2010 Page 16 EXHIBIT F Rayzor Ranch Overlay District Water Quality Protection Plan Requirements 1.0 Purpose for Water Quality Protection The storm water runoff from approximately 200-acres of the proposed 400-acre Rayzor Ranch Development will drain directly into the North Lakes Park Pond on the east side of Bonnie Brae Street. The park pond has a normal dry weather surface area of approximately 21.3 acres, and provides flood control for Pecan Creek. This park pond also provides local fishing and recreation for Denton residents. Pollutants in urban runoff can include floatables (plastics, Styrofoam, paper, litter, and wood), oil and grease, sediments, nitrogen and phosphorous, heavy metals, and fecal coliform bacteria. Therefore, the urban runoff from the proposed Rayzor Ranch Development has the potential to adversely affect the watershed and the water quality in this pond. Because the pond functions as a detention basin, any untreated pollutants would be captured and stored in the pond, which could create visual pollution, degrade water quality, and adversely affect the aquatic habitat within the pond. Over time, the fishing resources and recreational benefits provided by the pond could decline. Storm water quality structural controls and management practices, if properly incorporated and maintained as a part of the Rayzor Ranch Plan of Development, could significantly reduce the negative impacts to the park pond caused by urban development. 2.0 Storm Water Quality Management Requirements The North Central Texas Council of Governments (NCTCOG) has published the Integrated Storm Water Management Design Manual (iSWM) which provides an integrated planning and design approach for addressing water quality protection for urban runoff. The iSWM methods that address urban Water Quality are required for the area of the Rayzor Ranch Development (site) that drains into the North Lakes Park Pond. A Water Quality Protection Plan that provides storm water quality controls consistent with the iSWM is required for the Rayzor Ranch Development in order to minimize adverse impacts to the Park property and to preserve and protect the park pond resource for the citizens of Denton. The total pollutant removal efficiencies for each storm water quality control system used on the site (at the outlet) shall be as follows (derived from iSWM): Total Suspended Solids = 80 % Total Phosphorus = 60% Total Nitrogen = 50 % Fecal Coliform = no reduction Metals = 80% In addition to the iSWM removal efficiencies, Trash Removal Efficiency (all floatable objects) = 95 % by volume June 9, 2010 Page 1 2.1 Water Quality Protection Volume The iSWM approach to control pollution from storm water runoff treats a specified Water Quality Protection Volume (WQv) from each site or sub-area to reduce the percentage of post development pollutants. The rainfall analysis for iSWM determined that 1.5 inches of rainfall is the average depth corresponding to the 85th percentile storm for the NCTCOG region. Therefore, the runoff from the first 1.5 inches of rainfall on the watershed area is the WQv to be treated onsite prior to release into the North Lakes Park property. A storm water management system designed for the WQv will treat the runoff volumes from all storm events of 1.5 inches or less, as well as a portion of the runoff for all larger storm events. The WQv is directly related to the amount of impervious cover, and will be calculated following the methodology in Section 1.2.3 of the iSWM Manual. The site drainage analysis shall identify hot spot land uses (parking lot areas, service stations, trash receptacle areas, loading zones, etc.) with high pollution generating potential, and provide details of the proposed structural or non-structural storm water controls showing how the runoff from these areas will be collected and treated prior to release into the storm drainage network that directly discharges into North Lakes Park. Drainage area diversions to reduce the WQv will not be allowed. 2.1.1 Water Quality Volume Reduction Methods The use of non-structural storm water control practices is encouraged provided that the proposed approach to reducing impervious cover is not in conflict with the City's Development Code, Design Criteria Manuals, or the City Fire Code. The required WQv to be treated may be reduced using the volume reduction methods" as presented in Section 1.2.3.2 of the iSWM Manual. Documentation (site plan or plat showing the area specified or reserved to allow the reduction in WQv) and calculations for WQv reductions will be submitted to the City for approval. The Denton Development Code requires stream buffers, and only stream buffer areas exceeding the requirements in the Denton Code can be used for WQv reduction, 2.2 Site Design Credits Site Design Credits are not computed or used in the City of Denton. 2.3 Primary Structural Storm Water Controls Primary Structural Storm Water Controls have a demonstrated ability to treat the WQv and remove 70% to 80% of the annual average total suspended solids (TSS) load in typical post-development urban runoff when designed, constructed, and maintained in accordance with recommended specifications. Structural storm water controls are required for the treatment of all hot spot areas that will drain into North Lakes Park. Table 5.1.2-1 in the iSWM Design Manual will be used to provide the design removal efficiencies for each of the possible control practices. Where the pollutant removal capabilities of an individual structural storm water control are not deemed sufficient for a given site application, additional controls may be used in series in a "treatment train" June 9, 2010 Page 2 approach. These devices may also serve as pretreatment devices removing the coarser fraction of sediment One or more downstream structural controls are then used to meet the full Primary TSS removal goal. 2.3.1 Recommended Storm Water Quality Control Practices Control Practices are described in Section 1.4.2 of the iSWM. The following practices may be considered for this development. The identification of potential siting locations, screening, and selection of appropriate structural storm water controls is the responsibility of the engineer. Methods identified for consideration will only be considered which are expected to have a reasonable success rate, considering the site-specific soil conditions and topography. Onsite soils on the majority of the site were identified as Types C and D (high clay content) which provide limited opportunities for overland flow filtration zones for rooftop or pavement infiltration. Table 5.1.3-1 Structural Control Screening Matrix in the iSWM Design Manual shall be used as a guide to determine the removal efficiencies for the selected control practices to be utilized. Either individual, on-site structural storm water controls for each lot in the development, or a few strategically located regional storm water controls in each sub-watershed may be used for controlling storm water quality. The developer shall finance the design, construction, and maintenance of the controls. Bioretention Areas Extended Dry Detention Basins Multi-Purpose Detention Areas: Filtration Filter Strip Organic Filter Planter Boxes Surface Sand Filter/ Permanent Sand Filter Underground Sand Filter: Gravity (Oil-Grit) Separator. Ponds: Storm water ponds are constructed storm water retention basins that have a permanent pool (or micropool) of water. Runoff from each rain event is detained and treated in the pool. Micropool Extended Detention Pond Multiple Pond Systems Wet Extended Detention Pond Wet Pond Proprietary Structural Controls June 9, 2010 Page 3 Proprietary controls are manufactured structural control systems available from commercial vendors designed to treat storm water runoff and/or provide water quantity control. Water Reuse Rain Harvesting (Tanks/Barrels) Rain harvesting is a container or system designed to capture and store rainwater discharged from a roof. Storm Water Wetlands Storm water wetlands consist of a combination of shallow marsh areas, open water, and semi-wet areas above the permanent water surface. Extended Detention Shallow Wetland Pocket Wetland Pond/Wetland Systems Shallow Wetland Submerged Gravel Wetlands: Infiltration Trenches and Soakage Trenches may be considered if the soil percolation rates determined from onsite testing shows these practices can be successful. 2.4 Inspections and Maintenance The Water Quality Protection Plan required in Section 3.0 shall include a description of maintenance tasks, frequency of maintenance, responsible parties for maintenance, funding, access, and safety issues. The use of storm water ponds, wetlands, and extended detention basins shall require the submission of an operation and maintenance plan that addresses the potential for mosquito breeding in the treatment zone, and provides a contingency plan for controlling mosquito breeding using larvicides such as BTI or equivalent. A water balance calculation is required if a permanent wet pond utilizing fish for control is proposed by the developer. 24.1 Inspections Annual inspections of storm water management facilities shall be conducted by the drainage maintenance entity established for the Rayzor Ranch Development, and an annual report documenting the inspection and results shall be submitted to the City. Where chronic or severe problems exist, and the owner does not provide maintenance and repairs, the City of Denton will have the right but not the obligation to remedy the situation and recover the cost for the work from the property owner. This authority shall be established on the final plat document. 24.2 Maintenance All water quality protection facilities shall be maintained by the property owner or maintenance entity established for that purpose. June 9, 2010 Page 4 3.0 Submittals Schedule for Water Quality Protection Plans To provide for site areas to be specifically designated for structural storm water controls, these areas are required to be identified on General Development Plans, Preliminary Site Plans, Preliminary Plats and Final Plats. These areas shall be reserved as drainage easements on the Preliminary and Final Plat. Drainage easements shall be provided for all structural storm water controls with contributing watershed areas of 3 or more acres. Easements may also be provided if the contributing watershed area is less than 3 acres. Storm water structural controls for small sub-watershed areas may also be incorporated with site landscaping areas (multi-purpose areas). Drainage easements are not required for multipurpose areas if the watershed area draining to the multi- purpose areas does not exceed 3 acres. All drainage easements designated for structural storm water controls will be contained within platted lots. General guidance for the preparation of conceptual, preliminary, and final Water Quality Protection Plans (iSWM site plans) are provided in Sections 1.1.3.5 through 1.1.3.7 of the NCTCOG "Design Manual for Site Development, Review DRAFT, October 2005. The iSWM site plan shall also include a narrative description of the overall storm water quality plan for the site, and provide a description and details of the structural storm water controls in multi-purpose areas that are not be designated as drainage easements. 3.1. General Development Plan Approval will not be granted for any development until the City of Denton has approved a conceptual iSWM site plan. 3.2 Preliminary Plat Approval will not be granted for any development until a preliminary iSWM site plan that includes dedication of drainage easement areas as necessary to construct storm water controls has been approved by the City of Denton. 3.5 Final Plat Approval will not be granted for any development until a final iSWM site plan for all stormwater treatment areas involving easements has been approved by the City of Denton. This final site plan shall include a concept plan that contains WQv calculations for any storm water controls that are not a component of drainage easements specified in Section 3.2. 3.3.1 Regional Storm Water Control Areas If a "regional" structural storm water control area will be designated to serve separated or multiple lots in the development a Water Quality Protection Plan that satisfies the requirements of Section 2.4 will be submitted to the City for review and approval. The Water Quality Protection Plan shall include provisions for funding the Operation and Maintenance activities following construction, and a sample form for the annual inspection reporting function. A Final Plat that relies on the "regional" storm water control area for storm water quality control will not approved until the iSWM site plan and the Water Quality Protection Plan have been approved by the City. June 9, 2010 Page 5 3.4 Clearing and Grading Permit will not be released for any development until a final iSWM site plan (including ALL storm water controls) and a Storm Water Pollution Prevention Plan (SWPPP) has been approved by the City of Denton. 3.5 Building Permit Structural storm water controls in multi-purpose areas (not within designated drainage casements) will be designed and detailed either as a part of the site grading and drainage plan, or on a separate iSWM Site Plan that will be submitted with the application for a Building Permit. A Water Quality Protection Plan shall also be prepared by the developer and submitted to the City for review that satisfies the requirements of Section 2.4, and includes provisions for funding of the Operation and Maintenance activities following construction, and a sample form for the annual inspection reporting function. A certificate of occupancy will not issued until the structural storm water controls and the Water Quality Protection Plan have been approved by the City concurrent with the site grading and drainage plan and the Landscaping Plan for the development. June 9, 2010 Page 6 Exhibit F It i I I. Il ' DRAINS TO NORTH LAKES 0100 , PARK (SOUTH POND) \`t1• 7 it 10 1 ol, •~t11~ 1 I~ 1 01111!t f II ,t i. •1,` N IEamQ 1, i ~ ` w e DRAINS TO NORTH `•'~t~,~,~`t ® LAKES PARK 1 + (SOUTH POND) GRAPHIC SCALE . t: om . aap .m Imo NOT APPLICABLE ORAINAGE DIMBE (IN REEI } sca~c .s s.ow or x"' , DRAINAGE AREAS RAYZOR RANCH E]-IJ IGmWy44= MA.;' ~~!N. EXHIBIT I.H. 35 DENTON, UNIVERSITY RIVE aWA CWOMS C. D.1. TEXAS ~f/w1.1.Or iM. M f.•11 Wj0 hoist Ma t1aa6+JOW n.; G\a+aWotroot~p.ylFr.r,1«w.t.•~•tp,•w~OI •pl•a ta.o,...a I+) r/m/roof J:aro. r... ...R. ctp•C«r ..-aa .a....t .e...m•..a.a ,+..a.r Exhibit G Rayzor Ranch Trade Dress Regulations Approval Criteria • In Rayzor Ranch, the term "Trade Dress" will include tenant identification signage, materials, entry treatments and architectural features, if it is part of a national identity for the tenant. Trade Dress will include the tenant's logo and identifying colors and these colors do not have to match the architectural color palette for Rayzor Ranch. • Trade Dress must fit within the approved facade for the building in which the tenant will operate. Trade Dress elements cannot extend beyond the facade of the building shown on the approved Facade Plan unless approved by the Planning and Zoning Commission. • Trade Dress cannot exceed 25% of the total area of the facade for each tenant. • Wall signage must be incorporated into the Trade Dress and cannot exceed 20% of the total area of the facade. • If the building is a corner building, or a freestanding building, then the tenant is allowed to have Trade Dress on all facades. June 9, 2010 Page 1 ~r i i ~ LO FI.IIIKP~PII~E pAII + 104T. F{<~+Y.'RIEF Kimley-Horn and Associates, Inc - CIVIL ENGINEER 12700 PAR[ CENTRAL DRIVE SUITE 1000 DALLAS, TEXAS 7MI (9Y2)n0-1300 PAY (9'I2) 239-3820 LEGEND NA.llh19~,Aw~h-b1 :11A♦w-P-15.mAl r.~aE~w 11 A: =AY ~Eawom ~m~ wA....D--- wA=DEO-CC,m.A, M.AVRd`DFOUawI®nnilonrirouxr>~ off O 1:7= W E ~ArH NnrHw y wmeervawmxa o~ewx.,EOnmuc ( - S J ffrsrcnwsvnu 11 wowed M 11 ` GRAPHIC SCALE ~P..TEDAPw~,s, . (,N teem ) Scai e: II//'' SHEET Designed by. hHA J 'r - 4..r I"1 Drawn by_ KHA Checked by nH OF ) Date: P .j"l ND. 061012001 I o ~,H U ~,R p mg o ~ o m w IEI Kimley-Horn and Associates, Inc. CIVIL ENGINEER 12700 PARE CENTRAL DRIVE SUITE IT DALLAS TEXAS ]5251 (912) rO-1300 PAX (912) 239-3E E0 www.hi~ley-h~rleo~ Scale: II//'' SHEET Designed by. KHA 'r 1Y 4..r "1 KHA Drawn by_ Checked by KH OF ) Date: P .j"l ND. 061012001 T om mo o m @TREE 8 3 cL__ o T gTR 1 m~ QTR Kimley-Horn and Associates, Inc. CIVIL ENGINEER 12700 PARE CENTRAL DRIVE SUITE IT DALLAS TEXAS ]5251 (912) DU-1300 PAX (912) 239-3E E0 www.hi~ley-h~rleo~ Scale: II//'' SHEET Designed by. KHA J t t t C I"1 Draw by KHA Checked by KH OF ) Date: P .j"l ND. 061012001 o~z o AF 7 Kimley-Horn and Associates, Inc. CIVIL ENGINEER 12700 PARE CENTRAL DRIVE SUITE 1800 DALLAS TEXAS ]5251 (912) DU-1300 PAX (912) 239-3E E0 www.hi~ley-h~rleo~ Scale: II//'' SHEET Designed by. KHA 'r 1Y 4..r "1 KHA Drawn by_ T~ Checked by KHq (,Hrl' OF / ❑ate: P .j"l ND. 061012001 -El LS QE~ ar - - „ET n m A ~,R 1111T 11-11 i _ ~,RFE F ar Kimley-Horn and Associates, Inc. CIVIL ENGINEER 12700 PARE CENTRAL DRIVE SUITE IT DALLAS TEXAS ]5251 (912) DU-1300 PAX (912) 239-3E E0 www.hi~ley-h~rleo~ Scale: II//'' SHEET Designed by. KHA 'r 1Y 4..r "1 KHA Drawn by_ Checked by KH OF ) Date: P .j"l ND. 061012001 TREE a~ sp A a ~ ~Ep$j 3 w EE A Kimley-Horn and Associates, Inc. CIVIL ENGINEER 12700 PARE CENTRAL DRIVE SUITE IT DALLAS TEXAS ]5251 (912) DU-1300 PAX (912) 239-3E E0 www.hi~ley-h~rleo~ Scale: SHEET Designed by. KHA 'r p,y Drawn by_ b Checked by KH OF ) Date: P .j"l ND. 061012001 Ao m~ s a 1 SIP ~a 'Kge T ~T a ,R A~ u. Kimley-Horn and Associates, Inc. o CIVIL ENGINEER 12700 PARE CENTRAL DRIVE SUITE IT DALLAS TEXAS ]5251 (912) DU-1300 PAX (912) 239-3E E0 www.hi~ley-h~rleo~ Scale: SHEET Designed by. IHI 'r ~y,y"~ KHA Drawn by_ Checked by nH OF ) Date: Pr j- ND. 061012001 AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Planning and Development ACM: Fred Greene SUBJECT - AMPCIO-0001 (Hunter Ranch/Inspiration) Hold a public hearing and consider adoption of ordinances of the City of Denton, Texas regarding the following matters, as they relate to the Inspiration (Hunter Ranch) MPC zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], generally located on both sides of I-35, between Robson Ranch Road and Vintage Boulevard in the City of Denton, Texas: 1. To rezone approximately 196.5 acres of property owned by the City of Denton for a park, located at the northwest corner of Allred Road and Bonnie Brae Street, from the Inspiration MPC (MPC07-0001) zoning district classification and use designation to a Neighborhood Residential 1 (NR-1) zoning district classification and use designation; and 2. To amend the 3,331 acre Inspiration Master Planned Community zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], by amending the Zoning Document, Development Plan Map and Development Standards; and providing for a penalty in the maximum amount of $2,00.00 for violations, thereof, severability and an effective date. (AMPC10-0001) The Planning and Zoning Commission recommended approval of this request (7-0). BACKGROUND On November 4, 2008, the City Council approved a Master Planned Community (MPC) zoning document and development plan map for a total of 3,331 acres known as the Inspiration (Hunter Ranch) Master Planned Community. Nineteen (19) gas pad sites were shown and approved on the development plan map as part of the 3,331-acre master planned development. Specifically, these gas pad sites were approved on a designated zoning district within the MPC referred to as Neighborhood Residential-1N (NR-1N). The major focus of the amendment currently being considered consist of the following: 1. changes to the development plan map; 2. amendment to the zoning document and development standards to remove the NR-1N zoning districts from both the development map and standards; 3. an amendment to the development standards use table to allow gas well drilling and production by-right within all zoning districts; 4. additional restrictions for gas well drilling and production within the MPC; and, 5. A reduction of total number of single-family units from eleven thousand, nine hundred and fourteen (11,914) units to eleven thousand, one hundred and thirty five (11,135) units, and a reduction of multi-family units from three thousand and four hundred and eight (3,408) units to three thousand and two hundred and forty nine (3,249) units. An overall reduction of total acreage within the MPC from approximately 3,331 to approximately 3,134 acres is part of the request. On November 17, 2008, the City of Denton purchased 196.5+/- acres of property within the MPC to utilize as a park. As part of this amendment, the 196.5 acres are being removed from the MPC and are being rezoned to a Neighborhood Residential 1 (NR-1) zoning district. There were 850 dwelling units approved within the 196.5 acres of property. However, since the City purchased this site to utilize as a park, it is unlikely that the property will be developed as residential. The approved zoning document and development plan associated with this MPC consists of the following: I NA) 214.8 0 NA 74.7 • ? NA 475.2 3.5 NA 163.6 4 NA 728.2 6 NA 841.6 10 NA 221.7 15 NA 63.7 20 NA 62.7 1 20 (maxinnnn of 200 units) 0.75 1 20 (maximum of 300 units) 0.75 62.4 20 (rnaxirmnrn of 700 units) I.5 205. ' 1 0 0.75 183.5 The applicant is requesting an amendment to the approved Hunter Ranch MPC development plan map and standards to reflect the total reduction of land area and dwelling units. The table below shows the land area sold to the City and reduction of dwelling units: ~1PC Action Acres SF Lots MV Lots Total Lots ' SF/MF Plan Ratio ,1;hproved 3,331 11,014 3,408 15,3?? 77.8° o to Plan _0'0 Land Sold to 196.5 -850 0 -850 COD Difference 3,1 34.5 11,004 3,408 14,472 76.5° o to 3. - 100 ~'RoundinI-T errors 0 -8 - 3 - I I Results 3,134 1 1,056 3,405 14,461 76.4°'o to Revised to 79 -156 -77 reflects Gas well Parks chances Proposed 3,134 1 I , I) ;,?41) 14,384 77.40 o to Plan ??.6°'o ■ COD=(' i t l of Denton, S I =Single Family Lots, MI Multi-family lots ■ The rounding errors are a s a result of rounding d~ elling units up to the nevi rest whole number instead of rounding units down to the nearest whole within WC07-0001. The table below shows the approved and proposed zoning districts within the 196.5 acre City Property: City of Denton Property Zonis<" Acres Maxirnnmi DwellinII Density? Units NR-4 164.E 4 clu'ac 6~S Approved NR-6 3?,0 6 du/ac 19? Plan Proposed NR-1 196.5 NA NA Zoning As previously stated, the City purchased the 196.5-acre property for the development of a public park and is not likely to be developed as residential. On June 9, 2010, the subject request was presented to the Planning and Zoning Commission (P&Z) during a public hearing. After hearing all the facts and testimony presented, the P&Z voted to recommend approval of the subject request. The Planning Division sent certified notices of the P&Z public hearing to one hundred and five (105) property owners within 200 feet, and two hundred and twenty five (225) courtesy notices to residents within 500 feet of the subject property. As of this writing, staff has received six (6) responses from property owners within 200 feet of the subject property in opposition to the request. Public notification information is provided in Exhibit 7. PRIOR ACTION/REVIEW November 4, 2008 Master Plan Community approved on 3,331 acres, Ord. No. 2008-286 October 30, 2008 Gas Well Plat approved for 3.44 acres within subject site July 24, 2009 Gas Well Plat approved for 4.8 acres within subject site November 5, 2009 Gas Well Plat approved for 3.44 acres on subject site April 28, 2010 The Planning and Zoning Commission (P&Z) continued this item to the May 12, 2010 meeting May 12, 2010 The P&Z held a public hearing and removed the item from the public hearing agenda to be re-noticed for the May 26, 2010 P&Z public hearing. OPTIONS 1. Approved as submitted. 2. Approved subject to conditions. 3. Deny 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL, subject to modifying Exhibit B of Ordinance 2008-286, the Existing Development Document and Standards for MPC07-0001. The Development Review Committee recommends APPROVAL, subject to modifying Exhibit B of Ordinance 2008-286, the existing Development Document and Standards for MPC07-0001. EXHIBITS 1. Site Location/Aerial Map 2. Zoning Map 3. Future Land Use Map 4. Approved Development Plan Map 5. Proposed Development Plan Map 6. Letter from Applicant 7. Notification Information Map 8. Notification Response 9. Summary of Meeting with Residents of Robson Ranch and Hillwood Properties 10. Ordinance to Re-zone City Property 11. Ordinance to Amend MPC Prepared by: Nana Appiah, AICP Senior Planner Respectfully submitted: Mark Cunningham, AICP, CPM Director of Planning and Development CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P&Z Date: June 9, 2010 TYPE: Master Plan Community Amendment CC Date: June 15, 2010 PROJECT AMPC10-0001 Project Number: AMPC10-0001 Request: The subject request is to: (1) rezone approximately 196.5 acres of park property owned by the City of Denton from the subject MPC07-0001 zoning district classification and use designation to a Neighborhood Residential 1 (NR-1) zoning district and use designation; (2) Amend the remaining 3,134-acre Inspiration Master Planned Community Zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], by amending the Zoning Document, Development Plan Map, and Development Standards; and (3) Decrease the number of proposed single-family units from 11,914 to 11, 135, and decrease the number of multi-family units from 3,408 to 3,249. Applicant and Petrus Investment, LP Property Owner: 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Location: The property is generally located on both sides of I-35W, between Robson Ranch Road and Vintage Boulevard and is commonly known as Inspiration (Hunter Ranch) MPC. Size: 3,331 acres ± (This includes the 196.5 acres owned by the City) Zoning Designation: Master Planned Community (MPC07-0001) Future Land Use: Regional Mixed Use Centers Employment Centers Industrial Centers Neighborhood Centers Case Planner: Nana Appiah, AICP DRC Recommendation: The Planning and Zoning Commission recommends APPROVAL of AMPC10-0001 subject to modifying Exhibit B of Ordinance 2008-286 (7-0) The Development Review Committee (DRC) recommends Approval of AMPCIO-0001 subject to modifying Exhibit B of Ordinance 2008-286. Summary of Analysis: The changes to the approved zoning document and development plan map within the MPC are illustrated in the table below: Zoning Maximum Acres Dwelling Units Density Approved Proposed Difference Approved Proposed Difference Plan Plan Plan Plan NR-1 (N) 74.7 0 -74.7 0 0 0 NR-1 I du/ac 214.5 214.5 0 214 206 -8 NR-2 -du ac 475.2 481.7 046 -4 NR-3 3.5, du/ac 163.6 166.7 3.1 X72 X69 -3 NR-4 4dulac 728.2 584.1 -144.1 2,912 2,277 -635 (563.7) NR-6 6du%ac 541.6 845.6 4 5,049 4,921 -125 NR-10 I Odu'ac 221.7 0.4 ,217 -1O -1 NR-15 I ~duiac 63.7 ti3.5 -10.2 956 801 -13ti NR-20 20dulac 62.7 62.4 -0.3 I 2 1.248 -4 1\11 ND 20dti/ac 33.2 >>.6 2.4 200 200 0 MUCD 20du'ac 62.4 62.4 0 300 300 0 MURD-C 20duiac 20 .3 2I 3.3 8 700 700 0 MURD-E 0 183. 101.8 8.3 0 0 0 Ti►1ak 3 3 30.5 3.134 196.5 15,3?? 14.344 -9 38 ■ Table adjusted for 196.5 acre property sold to City of Denton Parks Department (i.e. 164.5 acres of NR-4=658 dwelling units and 32 acres of NR-6=192 dwelling units) ■ Table adjusted for a reduction of 11 units and 1.7 acres as a result of rounding errors on November 8 approved MPC (15,322 dwelling units approved within the MPC.) The subject request is considered a major amendment to the MPC zoning document and development plan. Per Section 35.7.12.8 of the Denton Development Code (DDC), "a change in the overall MPC District Boundary; or any other proposed change to the development plan, which substantively alters one (1) or more components of the MPC District, as determined by the DRC chair, constitutes a major amendment and is subject to City Council approval." As indicated in the modified Exhibit B (Zoning Document and Development Standards) and attached Exhibit 5 (Development Plan Map), there are no drill zones proposed on the western property boundaries adjacent to the Robson Ranch Planned Development located to the east of the MPC, or on the southeastern property boundary adjacent to the Country Lakes Estates which is located to the south of the MPC. In addition, there is a minimum separation distance of 750 feet required for gas pad sites C, and L, as well as any new gas well to be drilled on gas pad sites 7 and 10. Further, the proposed amendment to Exhibit B will require all gas pad sites to meet the requirements of the Denton Development Code, as amended. It is staff s determination that this proposed amendment will enhance the overall development of the subject property and reduce any negative impact of gas well drilling and production activities of the surrounding residential homes. As stated, one hundred and ninety six and a half (196.5) acres of land is also being removed from the MPC07-0001 zoning district and will be rezoned to NR-1 zoning district classification. The removal and rezoning of the City's property will minimize any future potential conflict of amending the entire MPC07-0001 district if the City decides to request any change to the use of the 196.5 acre property. Findings of Fact 1. The request is an amendment to (1) rezone approximately 1965 ages of property owned by the City of Denton for a park from the subject MPC07-0001 zoning district classification and use designation to a Neighborhood Residential I (NR-1) zoning district classification and use designation; (2) amend the remaining 3,132-acre Inspiration Master Planned Community Zoning district classification and use designation [MPC07- 0001, Inspiration (Hunter Ranch), by amending the Zoning Document, Development Plan Map and Development Standards to allow gas well drilling and production by-right in all zoning districts within MPC07-0001; and (3) Decrease the number of proposed single- family units from 11,914 to 11,135, and decrease the number of multi family units from 3,408 to 3,249. 2. The proposed subject property currently encompasses approximately 3,331 ages (including the City-owned property), and is within the Regional Mixed (Ise Centers, Employment Centers, Industrial Centers, and Neighborhood Centers Future Land (Ise Districts. 3. On November 4, 2008, the City Council approved a Master Planned Community (MP('07-0001, Hunter Ranch MPC) zoning document and development plan by Ordinance number 2008-286 on 3,331 ages for the subject site. 4. On October 30, 2008, the Development Review Committee (DRC) approved a gas well plat for 3.44 ages of the 3331 acre subject property. On July 24, 2009, the DRC approved a gas well plat on 4.8 on the subject property. On November 5, 2009, the DRC approved a gas well plat on 3.44 on the subject property. 5. Per Element 3 of the Denton Plan: "Regional Mixed Use Activity Center" future land use areas are intended to contain the shopping, services, recreation, employment and institutional facilities supported by and serving an entire region. A regional activity center could contain developments such as a regional shopping mall, big box retail, superstores, restaurant and entertainment facilities, a high school or community college, and high-density housing. "Employment Center" future land use areas are intended to provide locations for a variety of workplaces, including limited light manufacturing uses, research and development activities, corporate facilities, offices, and institutions. Employment centers are also intended to accommodate secondary uses that complement or support the primary workplace uses, such a hotels, restaurants, convenience shopping, and child care. Adequate public facilities shall be a criterion by which zoning is granted "Industrial Centers "future land use areas are intended to provide locations for a variety of work processes and workplaces such as manufacturing, warehousing and distributing, indoor and outdoor storage, and a wide range of commercial and industrial operations. The industrial centers may also accommodate complementary and supporting uses such a convenience shopping and child-care centers. Adequate public facilities shall be a criterion by which zoning is granted "Neighborhood Centers" future land use areas develop in conventional patterns or may be developed in a pattern of `neighborhood centers'. Neighborhood centers are oriented inwardly, focusing on the center of the neighborhood and containing facilities vital to the day-to-day activity of the neighborhood A neighborhood center might contain a convenience store, small restaurant, personal service shops, church or synagogue, daycare, individual office space, a small park andperhaps an elementary school. 6 Per Ordinance number 2008-286, the proposed uses within the MPC includes multiple residential, commercial, recreation, institutional, and industrial uses designed to be in harmony with each other. 7. Per the DDC the intent of an MPC district is to accommodate large-scale unified, comprehensively planned development that conforms with and enhances the goals and policies contained within the Denton Plan. In addition, the district is intended to provide an alternative zoning district and development process to accommodate substantial development for residential, commercial, professional, recreational, industrial, or other activities, including combinations of uses appropriately requiring flexibility under controlled conditions, not otherwise attainable under conventional zoning districts. 8. Per Ordinance number 2008-286, there are multiple residential, commercial, recreational, institutional, and industrial uses within the subject property with established development standards within each land use type. 9. There is a historic site (Pilot Knob) located within the subject site. According to information on file, the applicant has worked with the Denton County Historical Commission to preserve and enhance the historic site for the enjoyment of the public. 10. There are planned public improvements to be constructed by developers of this property for potable water, sanitary sewer, and drainage to serve this development. H. There are multiple access points to this development. There are no proposed changes to previously approved access with this amendment. 12. Per information submitted by the applicant and documents on file, there is approximately 1,073 acres of environmentally sensitive areas (ESA). These ESA's are composed of floodplains, stream buffers, and upland habitats. According to the applicant, seventy five percent (75%) of the ESA's on site will be preserved. 13. The property will be served by the City of Denton water and sewer systems. 14. The anticipated water demand is approximately 30,461 gallons per minute (GPM) for the entire development. 15. The anticipated sewer demand is approximately 8,848 gallons per minute (GPM) for the entire development. 16 Anticipated transportation demand is approximately 150, 750 annual daily trips per day, and 14,800 pm peak hour trips per day. 17. A portion of the property is within the boundaries of the Denton Municipal Airport Overlay District. 18. According to the City of Denton Fire Department, this property is serviced by the City's Fire Station 7, located at 4201 Zintage Parkivay. Planning and Zoning Commission (P&Z) Recommendation The Planning and Zoning Commission recommended APPROVAL of this Master Planned Community amendment (7-0) at its meeting on June 9, 2010, subject to modifying Exhibit B of Ordinance 2008-286 as stated below: Exhibit B of Ordinance 2008-286, the Inspiration MPC zoning ordinance, is amended by supplementation, to incorporate the following "exceptions" to Subchapter 22, Gas Well Drilling and Production, of the Denton Development Code, and to Subchapter 16, Subdivisions, of the Denton Development Code. Exhibit B is further amended to delete the NR-1 (N) zoning classification throughout, to show gas wells as permitted uses in all zoning districts in the use tables at pages 4 and 8, and to delete note IL(9) on page 10. Exhibit C of the Inspiration MPC (the existing Development Plan Map) is superseded and replaced by the revised Development Plan Map showing, among other things, the removal of former Gas Well Site D and the relocation of other Gas Well Sites. All references are to Sections and Subsections of the Denton Development Code. A. Section 35.22.2 is excepted to add the following definitions: Gas Well Permit means a gas well permit applied for and issued or denied under Subchapter 22 authorizing the drilling, completion, production, operation, and re-work of one or more gas wells on a Gas Well Site. Gas Well Site means a pad-site area from which gas drilling, completion, production, operation, and rework activities will be conducted including, without limitation, (i) existing Gas Well Sites 7, 10, F, J, and M shown on the Development Plan Map, and (ii) future Gas Well Sites C and L shown on the Development Plan Map. Any distance specified to a Gas Well Site means the shortest distance to any point on the perimeter of the Gas Well Site. Project. For the limited purpose of determining local permit rights for gas wells under Chapter 245 of the Texas Local Government Code, as amended or superseded, a "project" means a Gas Well Site specified in a Gas Well Development Plat application or Gas Well Permit application. All future gas wells contemplated by an approved Gas Well Development Plat for a given Gas Well Site, including all drilling, completion, production, operation, and re-work activities conducted on the site, are components of the "project" defined by the approved Gas Well Development Plat as of the date of application for that Gas Well Development Plat, and all future gas wells therein contemplated shall be considered on the basis of the development standards existing, and not exempted from local permit protection, on the date that the first Gas Well Permit or Gas Well Development Plat contemplated by the "project" is applied for, or as subsequently agreed to by the applicant as provided by §245.002(d) of the Texas Local Government Code, as amended or superseded. Such "projects" are subject to expiration concurrently with the expiration of a Gas Well Development Plat as defined by Section 35.16.19.E. of the Denton Development Code (subject to the exception described below), and permit applications for Gas Well Permits are subject to expiration as provided in §245.002(e) of the Texas Local Government Code, as amended or superseded. No local permit rights shall act to preempt enforcement of laws, regulations, or development standards exempted by §245.004 of the Texas Local Government Code, as amended or superseded. Protected Use means a residence, church, hospital, public library, institution, school, or public park. Wellhead means the location at which the center of any gas well bore penetrates the surface of the land. B. Section 35.22.3 exceptions: Section 35.22.3 is excepted to add a subsection "F", to read as follows: F. The drilling and production of gas shall be allowed by right within the boundaries of the Inspiration MPC except within the "No Drill Zones" shown on the Development Plan Map. The maximum number of Gas Well Sites within the Inspiration MPC shall be nineteen (19), with no more than four (4) sites located west of the power line easement shown on the Development Plan Map, including the positions labeled as sites 7, C, and 10, and no more than fifteen (15) sites located east of the power line easement shown on the Development Plan Map. Section 35.22.3.C. is excepted to read as follows: A Gas Well Permit shall automatically terminate, unless extended by the Fire Marshal as hereinafter provided, if drilling of the first well (or a new well) within a Gas Well Site is not commenced within one year from the date the Gas Well Permit is issued. If drilling of the first well (or a new well) within a Gas Well Site is commenced within one year from the date the Gas Well Permit is issued, the Gas Well Permit shall continue with respect to drilling, completion, production, operation, and re-work activities for all wells covered by the permit until all the wells are abandoned and the site restored. Subsections A and B of Section 35.22.3 are excepted as applied to Gas Well Sites 7, 10, C, and L to substitute (i) "seven hundred fifty feet (750')" wherever "five hundred feet (500')" appears and (ii) "five hundred feet (500')" wherever "two hundred fifty feet (250')" appears. C. Section 35.22.4 is excepted to append a new subsection E, to read as follows: E. Drilling and production of gas may be conducted within the Inspiration MPC without obtaining either a Specific Use Permit or Planned Development Zoning District. D. Subsection 35.22.5.A.2.b is excepted to append the following: From and after any new well is drilled and completed on Gas Well Sites 7, 10, C, or L, a masonry screening wall at least eight feet (8') high shall be constructed to screen a Protected Use structure, for which: (i) a certificate of occupancy or permit has been issued, and (ii) the nearest edge of which structure is within seven hundred fifty feet (750') from any above-grade improvements within the Gas Well Site. The wall shall be constructed within 60 days after the end of the first six-month period (beginning when drilling and completion activities for the new well have been completed) during which there are no ongoing drilling, completion, or re-work activities within the Gas Well Site. The wall shall be constructed along the full length of the Gas Well Site that faces the Protected Use structure and for a distance of at least fifty feet (50') perpendicular to each end of the facing wall and directed toward the interior of the Gas Well Site. The wall shall be designed and constructed to be architecturally compatible with the surrounding development E. Subsection 35.22.5.A.3.b is excepted as follows: Directional lighting shall be provided as required by the Occupational Safety and Health Administration (OSHA) standards, or by any other applicable regulatory agency, during drilling, completion, production, operation, and re- work activities. Directional lighting shall be installed and maintained in such a manner as to shield the light source element from current and future residential structures. F. Subsection 35.22.5.A.3.c is excepted to append the following: During drilling activities on Gas Well Sites 7, 10, C, and L, the operator shall install, monitor, and maintain an atmospheric monitor to detect the accumulation of methane gas at or above the lower explosive limit, and shall immediately notify the Fire Department of any readings in excess of that limit, and shall take further corrective action as directed by the Fire Marshal. The operator shall monitor each Gas Well Site for compliance with all state and local regulatory requirements on a daily basis during drilling and completion (including fracturing) activities and shall document any violations in a quarterly report delivered to the Director of Planning and Development. G. Subsection 35.22.5.A.3.d is excepted to add the following additional subsections, applicable to Gas Well Sites 7, 10, C, and L only: 1. A noise mitigation plan shall be prepared for any Protected Use structure for which a certificate of occupancy has been issued or final inspection performed if the nearest edge of the structure is within seven hundred fifty feet (750") of a Wellhead. 2. The noise level for drilling, completion, production, operation, and re-work activities shall not exceed 79 decibels measured at any point seven hundred and fifty feet (500') from the Gas Well Site. During drilling and completion, the operator shall monitor noise levels to determine compliance. H. Subsection 35.22.A.3.e. is excepted to append the following as subsection 6): (i) For Gas Well Sites 7, 10, C, and L, there shall be no venting of gas into the open air except as approved by the Fire Marshal. When authorized by the Texas Railroad Commission, flaring shall be restricted to the hours of 8:00 am to 5:00 pm, Monday through Friday, and from 11:00 am to 5:00 pm on Saturdays and Sundays, unless there is an emergency that presents an imminent threat to life or property. Any such emergency shall be documented and justified in a report delivered to the Fire Marshal or gas well inspector within 48 hours after the emergency. 1. Subsection 35.22.5.A.3.f is excepted to append the following as subsection 6): (i) For Gas Well Sites 7, 10, and C, vehicular access for drilling, completion, production, and re-work activities will be limited to the eastern perimeters of the sites. J. Subsection 35.22.5.A.4. is excepted to append the following as subsection (e) For Gas Well Sites 7, 10, C, and L, storage tanks and separators may not exceed eight feet (8') in height. K. Subsections 35.22.10.F.3 and 35.22.10.F.4 are excepted as follows: 3. Each Gas Well Permit issued by the Fire Marshal shall specify the date by which drilling shall commence on at least one well covered by the permit otherwise the permit expires (such date shall not be less than one year after the date of issuance). A six-month extension shall be granted by the Fire Marshal if the operator can demonstrate that the regulatory standards applicable to the permit have not changed. A one-year extension may be granted by the Fire Marshal if the operator can demonstrate that the regulatory standards applicable to the permit have not changed. 4. Each Gas Well Permit issued by the Fire Marshal shall specify that if drilling is commenced on at least one well covered by the permit prior to the expiration of the permit, then the permit shall continue with respect to drilling, completion, production, operation, and re-work activities for all wells covered by the permit until all the wells are abandoned and the site restored. L. Section 35.16.19.E. is excepted to read as follows: A Gas Well Development Plat shall expire two (2) years after it is approved unless within such two-year period improvements have been commenced within the Gas Well Site. "Commencement of improvements" includes, but is not limited to, (i) substantial completion of grading and other site-preparation work necessary to create a pad site upon which drilling can commence, or (ii) the construction of gas pipelines to the perimeter of the Gas Well Site. If improvements are commenced within such two-year period, the Gas Well Development Plat shall continue with respect to drilling, completion, production, operation, and re-work activities for all wells covered by the plat until all the wells have been abandoned and the site restored. The applicant may submit to the Planning and Development Director written requests for extensions of a Gas Well Development Plat, together with documentation showing costs incurred to justify the requests. For so long as a Gas Well Development Plat continues, drilling, completion, production, operation, and re-work activities may be conducted within the Gas Well Site covered by the plat in the manner and to the extent that such activities could have been conducted within the site on the date the application for the Gas Well Development Plat was filed. M. Section 35.20.2.M.3 is excepted to add subsection "a" as follows: As a supplemental condition of plat approval for any phase of development within the Inspiration MPC that is accessed primarily from Robson Ranch Road, if the City Engineer or Development Review Engineering Administrator determines from a transportation impact analysis that improvements are required to the I-35W underpass to accommodate the impacts of the Inspiration MPC development, the developer shall fund or construct those improvements, subject only to the developer's statutory right to challenge the proportionality of such requirements pursuant to Section 212.904 of the Texas Local Government Code, as amended or superseded, and pursuant to the Section 353. 12 (or its successor provisions) of the Denton Development Code. The scope of the proportionality review conducted pursuant to Section 3153. 12 shall be limited to the impact of the proposed Inspiration MPC development on the I-35W underpass. This specific additional requirement shall not apply to any phase of the Inspiration MPC development that takes access primarily from any other public road external to the Inspiration MPC development. This requirement is not subject to variances that might otherwise apply under the Denton Development Code, criteria manuals, statute, or common law. Development Review Committee Based on the information provided by the applicant and a recent site visit, the Development Review Committee finds that with the recommended modification to Exhibit B of Ordinance 2008-286, the request is IS CONSISTENT with the surrounding land uses and general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT with the Denton Development Code. Based on the findings-of-fact, the Development Review Committee (DRC) recommends APPROVAL of AMPC10-0001 subject to modifying Exhibit B or Ordinance 2008-286 GENERAL NOTES VOTE: Approval of this request shall not constitute a waiver or variance Born any applicable development requirement unless spec(frcally noted in the conditions of approval and consistent iilth the Denton Development Code. VOTE: All iwitten comments made in the application and subsequent submissions of irzforrmation made dining the application revieuv process, irhich are on file wi th the City of Denton, shall he considered to be binding upon the applicant, provided such continents are not at variance iilth the Denton Plan, Denton Development Code or other development regulations in effect at the time of development Surrounding Zoning Designations and Current Land Use Activity: Northwest: North: Northeast: MPC/RD-5/ ETJ MPC/ETJ: PD-139 Vacant property/ gas well Cole Ranch NIPC, undeveloped Vacant property developments West: East: PD-173/ETJ PD-174/ETJ Partially developed residential Partially developed residential subdivision (Robson Ranch) subdivision (Country Lakes North) Southwest: South: Southeast: ETJ ETJ/Estates of Pilot Knob ETJ/Estates of Pilot Knob Residential/vacant property Residential/vacant property Residential/vacant property Source: City ofDenton Geographicallnformation System and site visit by City staff Current Activity and Compatibility with the Surrounding Land Uses: The majority of the subject site is undeveloped. There are three (3) recently approved gas pad sites and two (2) existing gas pad sites currently within the development. Adjacent uses include the Robson Ranch adult residential community to the west. The Robson Ranch community is a partially developed residential community with fifteen (15) to twenty (20) approved gas pad sites within the development. To the north is the Cole Ranch Master Planned Community (MPC07- 0002); there are multiple gas well pad sites currently existing within MPC07-002, two of these pad sites are located approximately 1,400 feet from the northern boundary of this subject Inspiration (Hunter) Ranch MPC07-0001. To the east of the development is the Country Lakes Estates subdivision. This subdivision is developed with lot sizes ranging from a minimum of five thousand, five hundred (5,500) to a maximum of eight thousand, four hundred (8,400). To the south is the Pilot knob subdivision and undeveloped property. The Pilot Knob subdivision is developed with average lot size of approximately eleven thousand square feet (11,000). Overall, this development with proposed gas well drilling and production is not out of character with similar developments such as the Robson Ranch Planned Development and Cole Ranch Master Planned Community. With the aforementioned modifications to Exhibit B of Ordinance 2008- 286 this development will not be out of character with similar developments approved with gas well drilling and production. Comprehensive Plan: A. Consistency with Goals, Objectives and Strategies: Per the Future Land Use Map of the Denton Plan, the subject property is within four (4) Future Land Use designations. Specifically, the property is in the Regional Mixed Use Centers, Employment Centers, Industrial Centers, and Neighborhood Centers Future Land Use designations. Per the Denton Plan: "Regional Mixed Use Activity Center" future land use areas are intended to contain the shopping, services, recreation, employment and institutional facilities supported by and serving an entire region. A regional activity center could contain developments such as a regional shopping mall, big box retail, superstores, restaurant and entertainment facilities, a high school or community college, and high-density housing. "Employment Center" future land use areas are intended to provide locations for a variety of workplaces, including limited light manufacturing uses, research and development activities, corporate facilities, offices, and institutions. Employment centers are also intended to accommodate secondary uses that complement or support the primary workplace uses, such a hotels, restaurants, convenience shopping, and child care. Adequate public facilities shall be a criterion by which zoning is granted. "Industrial Centers" future land use areas are intended to provide locations for a variety of work processes and work places such as manufacturing, warehousing and distributing, indoor and outdoor storage, and a wide range of commercial and industrial operations. The industrial centers may also accommodate complementary and supporting uses such a convenience shopping and child-care centers. Adequate public facilities shall be a criterion by which zoning is granted. "Neighborhood Centers" future land use areas develop in conventional patterns or may be developed in a pattern of `neighborhood centers'. Neighborhood centers are oriented inwardly, focusing on the center of the neighborhood and containing facilities vital to the day-to-day activity of the neighborhood. A neighborhood center might contain a convenience store, small restaurant, personal service shops, church or synagogue, daycare, individual office space, a small park and perhaps an elementary school. It is staff's determination that the proposed MPC amendment is consistent with the Denton Plan. Per ordinance 2008-286 which created the MPC, there are proposed zoning districts and uses for commercial, residential, industrial and institutional spatially designed to achieve the purposes of the Neighborhood Centers, Employment Centers, Regional Centers, Industrial Centers and Community Mixed Use Activity Centers. This request will not substantially change the designated zoning districts or uses within the approved MPC07-0001. As stated, the purpose of the amendment is to; (1) Rezone approximately 196.5 acres of park property owned by the City of Denton from MPC07-0001 zoning district classification and use designation to Neighborhood Residential 1 (NR-1) zoning classification; (2) Amend the Zoning Document, Development Plan map, and Development Standards to allow gas well drilling and production by-right in all zoning districts within MPC07-0001, and with established development regulations for gas well drilling and production; and (3) Decrease the number of proposed single-family units from 11,914 to 11,135, and decrease the number of multi-family units from 3,408 to 3,249. The proposed amendment to allow gas well drilling and production by-right in all zoning districts within MPC07-0001 with established development standards such as a minimum distance of 750 feet from "Protected Uses" for gas park 7, 10, C, and L, and for all future gas well pad sites to conform to any future gas well ordinance of the City of Denton will enhance the overall development in comparison with the locations of the previous approved gas pad sites. The proposed gas well development standards also incorporates some of the measures taken by City Council within the past year to address some of the concerns of Denton residents regarding gas well drilling and production. B. Zoning District Analysis: Per Section 35.7.12.1 of the DDC, the MPC is intended to accommodate large-scale, unified, comprehensive planned development that conforms with and enhances the goals and policies contained within the Denton Plan. In addition, the MPC district is intended to provide an alternative zoning district and development process to accommodate substantial development for residential, commercial, professional, recreational, industrial, or other activities, including combinations of uses appropriately requiring flexibility under controlled conditions, not otherwise attainable under conventional zoning districts so that the following goals may be achieved: A. To enhance the City's development and to promote the public health, safety, and general welfare. B. To provide within such areas a combination of land uses, which may include a variety of residential types, commercial, industrial, public and semi-public areas, 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. C. To 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. D. To encourage the establishment of planning and development standards and criteria tailored to the opportunities and constraints of the property while allowing sufficient flexibility to permit final detailed planning and the precise distribution of the approved density and intensity of the project at the time of plat application or site plan submittal. E. To provide assurance to the land developer and to the city that the proposed development may be planned and carried out in one or more phases over an extended period of time, in accordance with an approved MPC Zoning Document and MPC Development Standards Document. F. To assure that a Master Planned Community is developed in accordance with a MPC Zoning Document. The MPC Zoning Document shall be designed to further the goals established by the Denton Plan, provide development standards promoting an appropriate balance of land uses and design, and promote the planning of public facilities designed to serve the projected population. Per Ordinance Number 2008-286, multiple residential, commercial, industrial and institutional uses are permitted within the subject MPC07-0001. Some of the proposed uses include: single- family and multi-family dwelling units, live work units, professional services and offices, veterinary clinics, schools and certain industrial uses such as gas wells. The combination of various land use types designed with buffers and distance separation requirements for complementary uses within the development will enhance the potential of creating a sustainable community. There is no residential development currently on the property. Staff anticipates the potential for negative noise impact due to the current ninety decibels (90 dB) noise level allowed during drilling and production of gas wells. However, DRC's recommended condition to modify Exhibit B of Ordinance 2008-286, the Development Standards Document for MPC07-0001 to require aesthetically designed walls and regulates the noise levels will mitigate negative impacts from gas well drilling and production within the development while offering the property owner the ability to extract minerals within the development. Nearest Elementary, Middle, and High School The proposed amendment to allow gas well drilling and production by-right in all zoning districts will not increase the number of projected students within MPC07-0001. In addition, a proposed total reduction of dwelling units from the previously approved MPC07-0001 will reduce the projected number of elementary, middle or high school students and therefore will not negatively impact the associated Independent School District. Nearest Fire and EMS Station Name of Station Approximate Distance From Subject Property Fire Station #7, 4201 Vintage f3.5 miles Parkways This proposed development has been reviewed for compliance with the 2006 International Fire Code and City Ordinance 2009-098, Section 29-2 Amendments to the Fire Code. The applicant is responsible for compliance with all applicable portions of the Fire Code and City Ordinances even in the absence of review comments. Water and Wastewater Demand and Capacity: A. Estimated Demand and Service Provider: This development will be serviced by the City of Denton water and sewer service system. The request is to allow gas well drilling and production by-right in all zoning districts and an overall reduction of dwelling units from the previously approved MPC07-0001. A conceptual water and sewer study and analysis was submitted and approved with the MPC district. Staff does not anticipate any substantial change to the conceptual study. Estimated Demand Existing Proposed Adequate to Serve (Yes or No) 484.4 acres of commercial 488.4 acres of and estimated 4526.9 commercial and Yes population estimated 45,337 population Potable water 30,415 GPM 30,461GPM Yes Sewer 8,839 GPM 8,848 GPM Yes B. Available Capacity: There is adequate water and sanitary sewer capacity to accommodate this request. C. CIP Planned Improvements: There are no planned public improvements for the water and sanitary sewer facilities serving the subject site. Roadways/Transportation Network: A. Estimated Demand: As stated, the request is to allow gas well drilling and production by-right in all zoning district within the MPC, and overall reduction of dwelling units from the previous approved MPC07- 0001. A conceptual traffic impact study and analysis was submitted and approved with the MPC district. Staff does not anticipate any substantial change to the conceptual study. An actual traffic impact analysis and study shall be required during platting stage. Estimated Traffic Impact Analysis Existing Demand Proposed Demand Adequate to Serve (Yes or No) 484.4 acres of commercial 488.4 acres of commercial and estimated 4526.9 and estimated 45,337 Yes population population Average 150,750 Vehicle Per Day 150,750 To be Annual Daily (VPD) ,750 Vehicle Per Day determined by Trips (AADT) (~'D) traffic study PM Peak Hour 148,00 Vehicle Per Hour 148,00 Vehicle Per Hour To be determine Trips (VPH) (VPH) by traffic study B. Available Capacity: As approved by the MPC district, the street serving the subject site has adequate capacity. C. Roadway Conditions: There are multiple access points to this development. There are no proposed changes of access with this request. Per Ordinance number 2008-286, the roadway conditions were evaluated as part of the approved MPC district. In addition, per Section 35.22.9 of the DDC, a security instrument for road damage repair shall be required prior to approval of any gas well on the subject property. D. CIP Planned Improvements: The City of Denton has no planned improvements for the transportation facilities serving the subject site. Environmental Conditions: There are ESAs associated with the subject site. The approved MPC district ordinance has stipulated regulations guiding development of ESA areas. This request does not alter the established regulations regarding ESAs within the MPC district. Wells (Public/Private): No public or private portable water wells are proposed for the site. Airports: A portion of the property is within the boundaries of the Denton Municipal Airport Overlay District. Electric: N/A. Park Facilities: As stated in this request to amend MPC07-001, approximately 196.5 acres of land area has been sold to the City of Denton for the development of park facilities. Comments from other Departments: N/A Exhibit 1 - Site Location/Aerial Map Ufa ~ f. R~ • Ranch I' 1 i i . i_ ~r t.1 City Property ~s SITE ,H 1 1 1 Jl a Pilot Knob ,K;.. Residential R?Nr,0, 0 w' C h~ `~Y'~i3f~! Exhibit 2 - Zoning Map eoNEiN ai. u, i; r_4S: 500 ft VINTAGE Courtesy .Ranch Notification Boundary Lu SITE Site ,Z~:>' - FA1RVii~Y I ~ 1 11 I ~~5~. art 200 ft ,r 1 le Fort. j WPLACE Notification Boundary - i".~t JFGRL~ s O HICKOIY HILL Exhibit 3 - Future Land Use Map coRenN ' Industrial Center u Rural Areas E°1a z,a, Employment-Center z Community Mixed Use Center`"T"' .f • - Ranch w I' 1 11 Z Existing Land Use Neighborhood Center Regional Mixed Use Center SITE IC,N c I' 1 RK LF C:E CREF !VfV''( - - - CRAIAFGRD 'y J 1 N x Il H~Ch~~~y HILL. Exhibit 4 - Approved Development Plan Exhibit C I i I 5 C~ - - oR Q r U} c y C N e o ry o w v WL~ ❑ z z z z ~ ~ W W a~ W J 0 00 1 e 12 8 A oN = wa LLI - ~ a I W m w a T7 e I I - m z ~ o L r _ - - " e m J Q I o O G, v O Goa ;~a Y i ~ a a a4 ci = a4 Exhibit 6 - Letter from Applicant i~HILWOOD PROPERTIES A P E P C T O,'NFAf,j L. Russell Laughlin January 15, 201 0 tvlr. Mark CUnnlntllam. AK P Director of Planning and DeF clopment City of Denton 221 N. Elm Denton, TY 76201 Re. Hunter Ranch: Inspiration VIPC Revisions Dear-Nlr. Cunningham. The Hunter Ranch Inspiration AAPC was approved ()it November -l, 2008 (ordinance No 2008- 286). Since tlic approval- Hillwood Energy (the gaq well ovtneriopealor) has completed seismographic studies to gather new intbrtnation about the gatlogV of the area and permitted three (3) gas well pad sites. As a result of that new information, Hill wood Lnergy would like to adjust the location and size of some of the original oas ~N ell pads approved within the MPC. To that end, the iMPC Land Plan has been revised (Exhibit 3} to better scr~ e the needs of the mineral lease holder while still maintaining the integrity of the overall HI-Inter Ranch community plan, The impacts to the plan arc a result of the proposed revisions to the ,,,is wcl I pad sites and are detailed to Fxhibit 1 (a, b, c) and summarized belorlr: • An mrerall reduction in the acreage dedicated to gas «ell production from approximately 74.6 to 09.2 acres. • A 77 unit decrease in dvVclling units (from a total of 14,461 to 14,384 units adjusted for park land and "roundin«'- cn-ors on Jan. 08 plant. o 11,135 SF units (an incre~ise of 79 single-family units) o 3,249 V9F units (a decrease of 156 multi-family Units) 0 77.4 to 22.6 SF to MF ratio r The inclusion of tvvo pad sites that were prcv iously approved by the city and not part of the November 2008 MPC (pad .ices 7 ~ 1 Ol. tWMW~G Spp~, i~HILLW OOD PROPERTIES A FEFC COMF,4vk" L. Russell Laughlin • The 200-ac purchase bw the ('it,, of Denton (tor park land) has been removed from this submission. o Resultinu in the need to relocate one f lementary Scl)ool site and one Hi-h School site. No changes to the tollovN ing components ofthe MPC are being made: Z) Infrastructure • The infrastructure maps, including conceptual Neater, mobility, se~~ er and drainage plans have been a dated hosed on the reN ied gas pad locations (see f 1 ibis 4) W'aler source for all gas operations provided bypnN ate facilities C) Phasing 0 ESA Open Space & Traits o Land Use & Zomin- regnlations o No negative impacts to Economic flan As found in the attached Exhibit 3 {Updated Gencral Regulations and Development fhresholds). acrcaues and unit counts are the only proposed rc-,-isions to the apprm ed MPC ordinance. No revisions to any other regulation are proposed. All the updated MPC Maps (Lind Use Map, DeVC1011MCM Plan Map, Development Plan TV'(ap with Opcn Space, ESA Niap, Phasing Map, Trails and Side,,aatk Plan) are combined into [ xhibit i. Cxhibit 4 includes the updated Conceptual `,Vater,ilTobility. Sewer and Drainage plans. Additionally-, in order to facilitate clear communication and ensure a thorou<<h re~ponsc to the DRC Pre-App comments, the follm in, infonnation has been provided for reference pw-poses: LYhibir la -RcVwrume to DRC Pre--91~p Commcw Datf d Dc2ccwbcr 4, 2009, E'vhibil 11) - Rte bsed Gus Pad Locartcm a-fish, and Echihil Ic - Chronolo,t' & Comparison ref,-luee{fie S, /or Crtnrte. Please let us knov.a if there are any questions or exclusions that need addressed. Thank you for your consideration on this matter and if you haec amp questions please do not hesitate to contact me. SincerelN. L. Rm I iuglrl in Sq,Ip91M4 SPOyU,Q Exhibit 7 - Notification Information Map 500 ft Courtesy Notification Bortndary SITE j 2.00 ft Notification Boundary Legend Hunter Ranch AM PC 10-0001 ' 2010.06-0912,31 Jim Fleming 9402620395» 9403497707 Exhibit 8 P111 NOTICE OF PUBLIC HEADING Master Punned Community Amendment (AMPC10-0001) The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, June 9, 2010, and consider making a recommendation to City Council regarding the following matters, as they relate to the Inspiration (Hunter Ranch) MPC zoning district classification and use designation (MPC07-0001, Inspiradon (Hunter Ranch)), generally located on both sides of 1.35, between Robson Ranch Road and Vintage Boulevard in the City of Denton, Texas: 1. To rezone approximately 196,5 acres of property owned by the City of Denton for a park, located at the northwest corner of Allred Road and Bonnie Brae Street, from the Inspiration MPC (MPC07-0001) zoning district classification and use designation to a Neighborhood Residential 1(NR-1) zoning district classification and use designation; and 2. To amend the 3,331 acre Inspiration Master Planned Community Zoning district classification and use designation (MPC07-0001, Inspiration (Hunter Ranch)), by amending the Zoning Document, Development Plan Map, and Development Standards. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Mall located at 215 l3. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you fael about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in noway prohibits you from attending and participating in the public hearing,) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning and Development Oepmrtment 221 N. Elm S.[' Denton, Texas 76201 Attn: Nana Applah, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is infornted of the percent of responses in support and in opposition, Please circle one: " (In favor of request) (Neutral to request) (Oppose to request) Reasa s for Opposition: f i $1g~latUfC: ~ Printed Name: A~~AKZP,,Q Mailing Address: I J T' a 7 City, State Zip; /Ok Telephone Number: e) 3 f Physieal Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.9541 - (F) 940.349.7707 Jun 03 10 07.37a p.1 NOOTICE Master Planned Commun ty Amend-rnent (AhIPCIO-0001) ~r The Planning and Zoning Commission of the City of Denton will hold a public hearing on 'W'ednesday, hine 9, 2010, and consider making a rcconnnendation to City Council regarding the follaNAng tuat-ters, ~ as they relate to t1ie_ Inspiration (11unter Ranch) 1\4PC zoning district classification and UScr dc'ignation [WC07-000l.. Inspiration (Hfuntcr Ranch)], geiie:rally located on both sides of I-35, betkvicen Robson Ranch 1310 ad and Vintage Boulevard in !be City of Denton, "Texas: 1, 1 o i-ezonc approximately 1.96.S a4cs Qt'property owned by the City of Denton for a nark; located l at the nadlivvest conncr of Allred Rood and Bonnie Brae. Street, from the Inspiration VI-C ~ (XiI'C07=000 l j zoning district classification and use designation to a Neig}~I~rhoc~d Residential 1 (WR-l } zoning distHet classification ar_.d 11,se t1C ic~Y~ati,~t3 zx?7rf Ii 2. To amend the -1,331 acre lnspirition. MasteT Planned Con-n-rdnity Zoni;,cr aistTi :t r_laq-zific"tioI-a . , s and use f.IE:S[F13aifott I'rViPC07_(1(301S TTZvpEratlt]Il (HiintlL-Tt3li,s: h)], by aincuJing the Zoning I~la M lap, LJev( lC33CtiCit i3it3Tii1?cCQS. A Me public heafing will st It at 6:3€1 p.m. in the City Cowie-if Chambers of Cily Hall located at 215 F. McKinney I Street, Milton, Texas. Because you own ~3roper4y -within tivot hundred ft~et Of the :S?/_~ject pvnnov ja 4- I Planning and Zoning Commission would I.kee to jtpa 1,101}aJo!t feel rtboui t1::S :"e juen -rd :;wiles "Dtt Io auend i iC, 1-" a 7}uiJl1t: ICELTItd,9- j}1e35e; order I fir Q;h?f ion to be take-% i-to nc^O'Anlt, rc:r`'um usis'lush, with ytm uC)mnicnis iitittr tri f}ir ixitr of the L?Iej; 1, ar,C, (71.-.i. t- iit no 'ti%II~J 1t7I., U tJ L` u21 jruni after( ing atui purticipalin in the s I.:~-.,`•~ 'llt~ 1311n*er tcj7%- d of tho U =ar»tiv cf_'z` ` Ttk f1, i]ii3fJ ~i ii lit •r' L rc ~v €ttztil or mat, a it to tht address 7 lC1ti~~ LZi E~it~1 2 off' j ~a $ 1. ti=les zf`c"-.s.C913 I e t 221 lg. i lrn S'1' r3 Denton. TeYa~q f4 tjI Cl V w rnz f.i F«:i F €s 1,311115 1,z 11..._ €"i ~=f taaca rA iF1r-Yid-z-s+r ~a cr_ ' 'L - ~ .a 9 ~tiY_iai~3 ~4__ siii~a. ; si~€~ €fppilSC I-i1f: E€;4=;. ~ tIx -2 _iir]~TFI:~ if ]TL i ~tiflir l~ ! iC'1l"l."C ~Z 9f - Tk. SftCd of the i riaT+`u'iiz4~ i ~ rr~ s cEll!.- !?S l"r. L1 C~1~. ch if Stif f .mot ~ s@ (III favor n± reQ Ut,°3C11 ll4 L_i 3{=3 aFl1,:tip' _ f iT~Y,F -:-k k t? F1 k: Cooru lf31• aslaj61 i s rr 1. A f 'T id IVI - F_-Fifes _ 1_IFr. :4 1 City, State Zip: 7~~ - - H - - i~ LP F- 1 4 ! F? 3 ~7 ss T-7 - ~E - P. r"j)f!t)1t?;1!?Ilrl _i': ■J • i f_.7 f $F e y~ #s Y"a! t s S~.E.S e r3;' -,nn r nE2f~r=s - ~}f r'if3l;t,l.j ii ~trv .a adiC. ~ew-f IR C,, I Wo D A_.L_aE TA r; f r , .a o C:l r- HAI i WEST • DENTPN, i i?kAS, 75201 9"-t.0_31 _o~ !I ~F 1 9_4 .-A -.77037 I i NOTICE OF L Master Planned Community Amendment (AMPC10-0001) The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, June 9, 2010, and consider malting a recommendation to City Council regarding the following matters, as they relate to the Inspiration (Hunter Ranch) MPC zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], generally located on both sides of 1-35, between Robson Ranch Road and Vintage Boulevard in the City of Denton, Texas: 1. To rezone approximately 196.5 acres of property owned by the City of Denton for a park, located at the northwest corner of Allred Road and Bonnie Brae Street, from the Inspiration MPC (MPC07-0001) zoning district classification and use designation to a Neighborhood Residential 1 (NR 1) zoning district classification and use designation; and 2. To amend the 3,331 acre Inspiration Master Planned Community Zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], by amending the Zoning Document, Development Plan Map, and Development Standards.. The public hearing will start at 6:30 p.m, in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to (rear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning and Development Department 221 N. Elm ST Denton, Texas 76201 Attn: Nana Appiah, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: (In favor of request) (Neutral to request) (Qpposed,io request) Reasons for Opposition: i WA) OL- 14>4 - & C cr , - ` dP- OUL-um Signature: y t J- _'k_. Printed Name: CrA 4'P'P Mailing Address: City, State Zip: Ae Telephone Number: Physical Address of Property within 200 feet: r CITY OF DENTON, TEXAS CITY HALL WEST • DE=NTON, TE=XAS 76201 940.349.8541 (F) 940.349.7707 2nn Nolice NOTICE OF PUBLIC HEARING Master Planned Community Amendment (AMPCI0-000'1) The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, June 9, 2010, and consider making a recommendation to City Council regarding the following matters, as they relate to the Inspiration (Hunter Ranch) MPC zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], generally located on both sides of I-35, between Robson Ranch Road and Vintage Boulevard in the City of Denton, Texas: 1. To rezone approximately 196.5 acres of property owned by the City of Denton for a park, Iodated at the northwest corner of Allred Road and Bonnie Brae Street, from the Inspiration MPC (MPC07-0001) zoning district classification and use designation to a Neighborhood Residential 1 (NR 1) zoning district classification and use designation; and 2. To amend the 3,331 acre Inspiration Master Planned Community Zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], by amending the Zoning Document, Development Plan Map, and Development Standards. The public hearing will start at 6:30 p.m, in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning and Development Department 221 N. Elm ST Denton, Texas 76201 Attn: Nana Appiah, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Conunission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request) (Neutral to request) O used I request) ~ (l~~ Reasons for Opposition: Ala PW-- 2 - 7V 10.E ! 1--s ew6c- '7la i~ tC .V l 7Di°7a r_'~° Signature: .f'' Printed Name: ♦-a--- MaiIing Address: City, State Zip: ~~7-X -Z Telephone Number: 5741) 4s4- ` Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 940.349.8541 (F) 940.349.7707 200' P&Z Notice NOTICE OF PUBLIC HEARING Master Planned Community Amendment (AMPC10-0000 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, June 9, 2010, and consider making a recommendation to City Council regarding the following matters, as they relate to the Inspiration (Hunter Ranch) MPC zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], generally located on both sides of 1-35, between Robson Ranch Road and Vintage Boulevard in the City of Denton, Texas; 1. To rezone approximately 196.5 adres of property owned by the City of Denton for a park, located at the northwest corner of Allred Road and Bonnie Brae Street, from the Inspiration MPC (MPC07-0001) zoning district classification and use designation to a Neighborhood Residential 1 (NR-1) zoning district classification and use designation; and 2. To amend the 3,331 acre Inspiration Master Planned Community Zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], by amending the Zoning Document, Development Plan Map, and Development Standards. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this forth with your comments prior to the date of the public heating. (This in no way prohibits you front attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning and Development Department 221 N. Elm ST Denton, Texas 76201 Attn: Nana Appiab, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: (In favor of request) (Neutral to request) (Opposed#o request) easons for Opposition: 1" '0,1 C Alf~x t to oaf ate- to , Q Signature: Printed Name: to t~/ Mailing Address: ' n Y'F l21MC,-r S City, State Zip: `N r 1 L Telephone Number: ( ~Y 6)-;Z G 2 6 0 7 Z. Y Physical Address of Property within 200 feet: CITY OF DENTON, TEXAS CITY HALL WEST • ©ENTON, TEXAS 76201 940.349.8541 (F) 940.349.7707 no, Pc~ z r~iotice NOTICE OF PUBLIC HEARING Master Planned Community Amendment (AMPCI0-000'1) The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, June 9, 2410, and consider making a recommendation to City Council regarding the following matters, as they relate to the Inspiration (Hunter Ranch) MPC zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], generally located on both sides of I-35, between Robson Ranch Road and Vintage Boulevard in the City of Denton, Texas: 1. To rezone approximately 196.5 acres of property owned by the City of Ddnton for a park, located at the northwest corner of Allred Road and Bonnie Brae Street, from the Inspiration MPC (MPC07-0001) zoning district classification and use designation to a Neighborhood Residential 1 (NR-1) zoning district classification and use designation; and 2. To amend the 3,331 acre Inspiration Master Planned Community Zoning district classification and use designation [MPC07-0001, Inspiration (Hunter Ranch)], by amending the Zoning Document, Development Plan Map, and Development Standards. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning and Development Department 221 N. Elm ST Denton, Texas 76201 Attn: Nana Appiah, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. f' Please circle one: (In favor of request) (Neutral to request) fpp:or,c(Opposed to request) Reasons for Opppp Won. r / 5 w,P.L ~ ~6 C` bSE.. Yro ..~rsc.t`S ti ~ ~J ~~'Y1 @S .~S G(• ~ I ~ I'" I ll i C D r"D •P s1 GY e ti e Qe us r-~ Signature: Printed Name: V ZJ A/r ~GU~'I~hl ~ R G L ~ . Mailing Address: (7,30D 5 ~Dv/ / G ,;zo7 City, State Zip: 7 Telephone Number: J? 3 - f Physical Address of Property within 200 feet:' ~ef - m DY l` t f CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 940.349.$541 (F) 940.349.7707 200 ' PL,7 Notice April 12, 2010 Nana Appiah Planning Department City of Denton Attention: Planning and Zoning Members WOULD YOU PUT A GAS WELL IN YOUR MOTHER'S BACK YARD? If you approve the relocation of gas wells on the property East of Robson Ranch, you will adversely affect the lives of the residents of Perimeter Street. I am a 73-year-old widow, mother, and grandmother living within hearing and breathing distance of the noise and noxious fumes of a gas well on Robson Ranch Road. If you allow two more gas wells to be located close to Perimeter Street ("C" and "D" on the site map of the property east of RR), you will increase the 24-hour noise level (imagine trying to sleep!) and increase environmental pollution for the seniors who live there. As a public servant, you have the obligation to promote and protect the public welfare of the citizens of Denton. Please listen to the seniors who live on Perimeter Street in Denton and reject the placement of gas wells "C" and "D" on our boundary. Thank you, June D, Swaney 9300 Perimeter Street Denton Exhibit 9 Summary of Meeting with Residents of Robson Ranch and Hillwood Properties On Tuesday, April 13, 2010, Katia Boykin, staff neighborhood planner and Nana Appiah, the project manager attended a community meeting with Hillwood Properties and residents of the Robson Ranch. Representing the Robson Ranch community were Kathleen Wazny, Amy Walker, and six (6) other residents. Hillwood Properties were represented by Russell Laughlin and Robert Folzenlogen. The meeting started at 11:30 AM and ending approximately 2:10 PM. The purpose of the meeting was to discuss the proposed amendment to the Hunter Ranch Master Planned Community (AMPC10-0001). Below is the summary of issues discussed at the meeting: 1. The Role of Planning Staff Planning staff discussed its role in the process to both residents and Hillwood Properties, which is to facilitate the process of the MPC amendment. This is to ensure that residents' health and safety are protected, and at the same time ensure that the mineral right owner is given the option to extract the minerals on the property. Ms. Boykin informed residents of the new neighborhood planning program and asked residents to contact her with any planning and development issues within the Robson Community. 2. Distance separation between the two undeveloped gas well parks (Park C and D) located at the western property boundary of MPC10-0001: (a) Residents of Robson Ranch requested the applicant to either move the two (2) gas well parks (C and D) to another location on the subject property or combine the two (2) gas well parks into one (1) and move it to at least one thousand (1,000) feet from the Robson Ranch homes located west of the gas well parks sites. (b) The representatives from Hillwood Properties promised the Robson Ranch residents that they will consult with other departments within the Hillwood organization to consider the request to combine the two (2) gas well sites and possibly move it further from the homes to the west. However, Mr. Laughlin informed residents that he could not guarantee that the request will be fully granted by Hillwood Properties. 3. The Development Review Committee (DRC) Staff Report Conditions of Approval: (a) Residents expressed dissatisfaction with staff's conditions of approval. Their concerns included the following: i. Modify the conditions to protect current residents to the west of gas well park C and D. Specifically, the conditions relating to noise level, flaring activities, fence height requirements, and air monitoring. ii. Residents suggested that any conditions relating to gas well park C and D should take effect from the day of adoption of the ordinance amending the propose changes within the MPC. iii. Residents also requested that staff include conditions such as there should be no compressor on-site for gas well park C and D, and air monitors should be required for each gas well park site. iv. There were also other issues raised regarding health and water quality. (b) The residents of Robson Ranch asked Mr. Laughlin to consult with the gas well drilling department within Hillwood to construct walls around the two (2) developed gas well parks (7 and 10) located west of the subject property. This request is to help minimize the current noise level associated with the two developed gas well parks. 4. Gas Well Ordinance The residents informed Mr. Laughlin and Folzenlogen that they are in contact with the City Council and they have been assured by the Council that City staff is working on revisions to the current City gas well ordinance. The residents stated that they informed Chuck Russell that they would ask for the project to be on hold until the City adopts its new gas well ordinance if the request to combine and move the two (2) gas well parks (C and D) is not granted by Hillwood Properties. 5. Traffic Concerns Residents discussed traffic concerns associated with the subject property. Ms. Wazny informed the group that she has been informed that the Assistant City Manager has directed staff to work on a development agreement with Hillwood Properties to address the concerns raised by residents. Summary In summary, the residents invited the representatives of Hillwood Properties and Planning staff to a meeting on April 26, 2010. This meeting will be with the entire Robson Community to discuss the proposed changes to the subject MPC. Both the area residents and the representatives of Hillwood Properties agreed that Planning staff should delay the MPC amendment until there are responses to the issues discussed. S:\Our Documents\Ordinances1101WPC 10-0001 park.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING AN AMENDMENT TO ORDINANCE 2008-286, AND THE INSPIRATION MPC (HUNTER RANCH) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION [MPC07-0001, INSPIRATION (HUNTER RANCH)] LEGALLY DESCRIBED AND CREATED THEREIN, COMPRISING ROUGHLY 3,331 ACRES OF LAND, GENERALLY LOCATED ON BOTH SIDES OF I- 35W, BETWEEN ROBSON RANCH ROAD AND VINTAGE BOULEVARD IN THE CITY OF DENTON, TEXAS, TO REMOVE AND REZONE TO THE NEIGHBORHOOD RESIDENTIAL (NR-1) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION APPROXIMATELY 196.5 ACRES OF PROPERTY OWNED BY THE CITY OF DENTON, TEXAS, FOR A PARK, LOCATED AT THE NORTHWEST CORNER OF ALLRED ROAD AND BONNIE BRAE STREET; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE: WHEREAS, on November 4, 2008, by Ordinance 2008-286 the City Council approved a a zoning change from Agriculture (A), Industrial Center General (IC-G), Neighborhood Residential 2 (NR-2), Regional Center Residential 1 (RCR-1), Community Mixed Use Employment (CM-E), and Planned Development 138 (PD-138) Zoning District Classifications and Use Designations to the Inspiration (Hunter Ranch) Master Planned Community Zoning District Classification and Use Designation on 3,331 acres of land therein legally described, located on both sides of 1-35W, between Robson Ranch Road and Vintage Boulevard in the City of Denton; and WHEREAS, Petrus Investments, LP, has applied for an amendment to the Inspiration Master Planned Community (MPC07-0001) zoning district classification and use designation including the Zoning Document, Development Plan Map, and Development Standards, for approximately 3,134 acres of that district, as legally described in Exhibit "A", attached hereto and incorporated herein by reference; and WHEREAS, both the applicant and the City of Denton, Texas, as owner of the 196.5 acre remainder (the "Property") desire to remove this Property from the Inspiration MPC Zoning District Classification and Use Designation, and rezone it to the Neighborhood Residential 1 (NR-1) Zoning District Classification and Use Designation; and WHEREAS, on June 9, 2010, the Planning and Zoning Commission concluded a public hearing as required by law, and recommend approval of the requested rezoning of the Property; and WHEREAS, the City Council finds that the requested zoning amendment is consistent with the Denton Plan, and Subchapter 35.7 of the Denton Code; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The Property, being the 196.5 acre remainder of the 3,331 acres of land legally described in Exhibit A to Ordinance 2008-286, save and except the 3,134 acres legally described in Exhibit A, attached hereto and incorporated herein by reference, is hereby rezoned from the Inspiration MPC (Hunter Ranch) Zoning District Classification and Use Designation to the Neighborhood Residential 1 (NR-1) Zoning District Classification and Use Designation. SECTION 3. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 4. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 5. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA A.BURGESS, CITY ATTORNEY BY Page 2 Exhibit A (Legal Description of the 3,134 acres remaining within the Inspiration MPC Zoning District Classification and Use Designation after removing and rezoning the 196.5 acres of Property subject to this ordinance from the 3,331 Acres legally described in Ordinance 2008-286) SEE ATTACHED PDFs Page 3 TRACT ONE PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 2322.074 acre tract of land situated in the E. Pizano Survey, Abstract No. 994, the G. Pettingale Survey, Abstract No. 1041, the J. Taft Survey, Abstract No. 1269, the G. West Survey, Abstract No. 1393, the B.B.B. & C. Railroad Company Survey, Abstract No. 159, and the B.B.B. & C. Railroad Company Survey, Abstract No. 158, Denton County, Texas; being a portion of TRACT I as described in deed to Petrus Investment, L.P., recorded in 98-ROI 17450, Deed Records, Denton County, Texas (DRDCT) and being more particularly described as follows: BEGINNING at a 1/2" rebar capped with a yellow plastic cap stamped "Goodwin & Marshall" set (hereafter referred to as 1/2" rebar capped set) at the intersection of the west line of said Petrus TRACT I, with the north line of Robson Ranch Road (R.O.W. Varies, adjoining R.O.W. per Dedication Deed, 00-R0081315, DRDCT), said point lying in the east line of a tract of land as described in deed to Robson Denton Development, LP, recorded in 99-R0067253, DRDCT, being N 00°3T 19" W, 60.00 feet from the most southerly southwest corner of said Petrus TRACT I by deed call; THENCE N 00-3719" W, departing the north line of said Robson Ranch Road, along a reentrant line of said Petrus TRACT I and the east line of said Robson tract, at a called distance of 1124.34 feet passing the southeast corner of Robson Ranch Section 2 Detention Pond, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 705, Plat Records, Denton County, Texas (PRDCT), at a called distance of 1724.72 feet passing the northeast corner of said Robson Ranch Section 2 Detention Pond and the southeast corner of Robson Ranch 2 Phase 1, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet S, Page 227, PRDCT, at a distance of 2771.85 feet (Plats 2771.68 feet) passing a 1/2" rebar with a yellow plastic cap stamped "Biggs & Mathews" found 0.30 feet west of line at the northeast corner of said Robson Ranch 2 Phase 1 and the southeast corner of Robson Ranch 5-1, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 28, PRDCT, continuing a total distance of 3285.00 feet (County Deed & Plats 3285.00 feet) to a 1/2" rebar capped set at an angle point in said Petrus TRACT I, said Robson tract, and said Robson Ranch 5-1, from which the top of a leaning 6" steel pipe post in concrete found bears S 26°09' E, 16.1 feet; THENCE N 00°29'08" W, along a reentrant line of said Petrus TRACT I, the east line of said Robson tract, and said Robson Ranch 5-1, at a called distance of 230.68 feet passing the northeast corner of said Robson Ranch 5-1 and the southeast corner of Robson Ranch 5-2, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 26, PRDCT, at a distance of 704.72 feet (Plat 705.00 feet) passing a 1/2" rebar with a yellow plastic cap stamped "Biggs & Mathews" found at the most easterly northeast corner of Lot 29-X, Block C of said Robson Ranch 5-2, at a distance of 884.76 feet (Plat 885.00 feet) passing a 1/2" rebar with a yellow plastic cap stamped "Biggs & Mathews" found at the northeast corner of said Robson Ranch 5-2, continuing along said reentrant line of said Pettus TRACT I and the east line of said Robson tract, a total distance of 3074.88 feet (Pettus deed 3074.86 feet, Robson deed 3074.89 feet) to a 4" steel pipe fence corner post in concrete found at a reentrant corner of said Pettus TRACT I and the most easterly northeast corner of said Robson tract, from which a 1" steel pipe found bears N 78°54' E, 2.94 feet and a 1" rebar found bears N 55°30" E, 35.12 feet; THENCE S 89°51'25" W, along a reentrant line of said Pettus TRACT I and a reentrant line of said Robson tract, a distance of 1215.90 feet (Pettus deed 1215.55 feet, Robson deed 1215.50 feet) to an 8" bois d' arc fence corner post in concrete found at the most westerly southwest corner of said Pettus TRACT I, from which a cut "x" found in said concrete bears S 00°07'42" W, 0.91 feet; THENCE N 00°07'42" E, along the west line of said Pettus TRACT I and the east line of a tract of land as described in deed to Robson Denton Development, LP, recorded in 99-R0067258, DRDCT, a distance of 3802.59 feet (Pettus deed 3802.57 feet, Robson deed 3803.58 feet) to a 1/2" rebar capped set at the location of a 1/2" rebar capped found (G.M. Geer) in a broken Bois d' are fence corner post found previously (now obliterated) at the most westerly northwest corner of said Pettus TRACT I and the southwest corner of TRACT 2 as described in deed to SLF II Cole Property, L.P., recorded in 2005-12276, 2005-12277, and 2005-122768, DRDCT, from which a 5/8" rebar found bears N 00°07'05" W, 3057.04 feet (Robson deed 3056.98 feet, Cole deed 3057.12 feet); THENCE N 89-4718" E, departing the east line of said Robson tract, along a reentrant line of said Pettus TRACT I and the south line of said Cole TRACT 2, a distance of 5806.39 feet (Pettus deed 5806.06 feet, Cole deed 5806.65 feet) to the bottom of a 10" boil d' arc fence corner post in concrete found at a reentrant corner of said Pettus TRACT 1, from which a 1" steel pipe found bears N 89°47'18" E, 3.4 feet (Deeds 3 feet & 3.46 feet); THENCE N O1 °20'11" E, along a reentrant line of said Pettus TRACT I and said Cole TRACT 2, a distance of 92.25 feet (Pettus deed 92.21 feet, Stratford deed 92.25 feet) to the bottom of a 10" Bois d' arc fence corner post in concrete found ata reentrant corner of said Cole TRACT 2; THENCE N 89°29'43" E, along a reentrant line of said Pettus TRACT I and a reentrant line of said Cole TRACT 2, a distance of 5406.54 feet (Pettus deed 5406.7 feet, Cole deed 5406.60 feet) to a 1/2" rebar found in John Paine Road (a variable width non dedicated R.O.W.) at a reentrant corner of said Pettus TRACT I and the most easterly southeast corner of said Cole TRACT 2, said point being 15.6 feet west of the centerline of a gravel road; THENCE N 00°08'55" W, within said John Paine Road, along a reentrant line of said Pettus TRACT I and the east line of said Cole TRACT 2, at a distance of 2545.11 feet (Cole deed 2545.07 feet) passing the most easterly northeast corner of said Cole TRACT 2, from which a 1/2" rebar capped (Geer) found bears S 89°21'25" W, 25.55 feet (Cole deed 25.47 feet) and a 4' Bois d'arc fence corner post found at a reentrant corner of said Cole TRACT 2 and the southwest corner of a tract of land as described in deed to Ronald McCutchin Family Partnership, Ltd., recorded in Volume 4015, Page 793, DRDCT bears S 89°21'25" W, 3150.94 feet (Cole deed 3151.06 feet, McCutchin deed 3154.9 feet), continuing within said John Paine Road and along said reentrant line of said Petrus TRACT I, a total distance of 6119.82 feet (Petrus deed 6119.52 feet) to a 1/2" rebar found in the center of a gravel road at the southwest corner of a tract of land as described in deed to the State of Texas for F.M. 2449, recorded in Volume 537, Page 150, DRDCT, being the most northerly northwest corner of said Petrus TRACT I; THENCE along the southerly line of said F.M. 2449 and the north line of said Petrus TRACT I, as follows: N 44°01'25" E, at a distance of 44.3 feet passing a wood highway monument found, continuing a total distance of 231.30 feet (State deed 232.55 feet, Petrus deed 231.60 feet) to a 1/2" rebar capped set at the most northerly corner of said Petrus TRACT I, from which the bottom of a leaning wood highway monument found bears N 44°01'25" E, 1.2 feet; Southeasterly, along a non tangent curve to the right, having a radius point that bears S 17°36'32" W, 1096.28 feet, a central angle of 11 ° 16'41 an arc distance of 215.79 (State deed 214.9 feet, Petrus deed 214.93 feet), and a chord that bears S 66°45'08" E, 215.44 feet to a 1/2" rebar capped set at the point of tangency, from which a smooth 5/8" steel rod found bears N 28°53' 13" E, 100.00 feet, and a broken wood highway monument found bears N 28°53'13" E, 0.7 feet; S 61 °06147" E, at a distance of 377.7 feet passing a wood highway monument found, at a distance of 877.7 feet passing a wood highway monument found, at a distance of 1877.5 feet passing a broken wood highway monument found 0.8 feet northeasterly of line, continuing a total distance of 2320.45 feet (State deed 2318.1 feet, Petrus deed 2321.10 feet) to a smooth 5/8" steel rod found, from which a smooth 5/8" steel rod found bears N 28°53'13" E, 100.00 feet, and a wood highway monument found bears S 87°39' E, 1.1 feet; Southeasterly, along a curve to the left having a radius of 5779.65 feet, a central angle of 01 °29'56", an are distance of 151.21 feet (State deed 147.9 feet, Petrus deed 150.28 feet) and a chord that bears S 61'5 1'46" E, 151.20 feet to a 1/2" rebar capped set at the southeast corner of said State of Texas tract and the northeast corner of said Petrus TRACT I, from which a wood highway monument found bears a chord of S 63°34" E,. 108.3 feet (State chord 108.8 feet) ; THENCE S 00°27'27" E, departing the southerly line of said F.M. 2449, along a reentrant line of said Petrus TRACT I and the west line of a tract of land as described in deed to Jeremiah Partners J.V., recorded in 2007-57435, DRDCT, at a distance of 0.97 feet (Petrus deed 1.4 feet) passing a 1" rebar found, continuing a total distance of 1963.20 feet (Petrus deed 1962.90 feet, Jeremiah Partners J.V. deed 1963 feet) to a 3/4" rebar found at a reentrant corner of said Petrus TRACT I and the southwest corner of said Jeremiah Partners J.V. tract; THENCE S 89°55'02" E, along a reentrant line of said Petrus TRACT I and the south line of said Jeremiah Partners J.V. tract, at a distance of 47.14 feet passing a 1" rebar found, continuing a total distance of 47.53 feet (Petrus deed 47.19 feet, Jeremiah Partners J.V. deed 47.13 feet) to a point in the northwesterly line of Interstate Highway No. 35 West (variable width R.O.W. per Volume 548, Page 449 & Volume 534, Page 1 & 7, DRDCT), from which a broken concrete highway monument found bears N 26'183 8 " E, 856.55 feet (State deed 855.43 feet, Jeremiah Partners J.V. deed 856.50 feet; THENCE departing the south line of said Jeremiah Partners J.V. tract, along the northwesterly line of said Interstate Highway No. 35 West and the easterly line of said Petrus TRACT 1, as follows: S 26° 18'38" W, parallel to and 185 feet from the centerline of said Highway, at a distance of 43.10 feet passing a concrete highway monument found, continuing a total distance of 1542.25 feet (State deed 1544.57 feet, Petrus deed 1541.05 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears S 63 °41'22" E, 0.8 feet; S 32°03'00" W, a distance of 199.99 feet (State deed 201.00 feet, Petrus deed 200.99 feet) to a concrete highway monument found; S 26'18'3 8 " W, parallel to and 205 feet from the centerline of said Highway, a distance of 400.06 feet (State deed 400.00 feet, Petrus deed 399.97 feet) to a broken concrete highway monument found; S 19°11'10" W, a distance of 201.57 feet (State deed 201.56 feet, Petrus deed 201.6 feet) a broken concrete highway monument found; S 26°18'38" W, parallel to and 180 feet from the centerline of said Highway, a distance of 2962.69 feet (State deed 2965.00 feet, Petrus deed 2963.37 feet) to a broken concrete highway monument found; THENCE along a turn in along the northwesterly line of said Interstate Highway No. 35 West for aforementioned John Paine Road, and the easterly line of said Petrus TRACT 1, as follows N 33°34'15" W, a distance of 200.24 feet (State deed 200.00 feet, Petrus deed 200.44 feet) to a broken concrete highway monument found; N 19°12'11" W, a distance of 155.68 feet (State deed 155.70 feet, Petrus deed 155.22 feet) to a broken concrete highway monument found; N 00°30'47" W, at a distance of 79.87 feet passing a 1/2" rebar with a yellow plastic cap found, continuing a total distance of 111.31 feet (State deed 111.89 feet, Petrus deed 111.56 feet) to a concrete highway monument found; N 30°42'48" W, a distance of 44.34 feet (State deed 44.00 feet, Petrus deed 44.23 feet) to a broken concrete highway monument found; N 89°57'45" W, crossing said John Paine Road, a distance of 46.00 feet (State deed 46.00 I feet, Petrus deed 46.34 feet) to a concrete highway monument found; S 29°23'48" W, a distance of 44.72 feet (State deed 44.00 feet, Petrus deed 44.49 feet) to a concrete highway monument found; S 00°30'47" E, a distance of 210.31 feet (State deed 211.89 feet, Petrus deed 210.67 feet) to a broken concrete highway monument found; S 10°43'01" E, a distance of 103.30 feet (State deed 101.61 feet, Petrus deed 101.10 feet) to 1/2" rebar capped set, from which the base of a laid over concrete highway monument found bears N 33°W, 3.1 feet; S 00°30'47" E, a distance of 118.88 feet (State deed 120.00 feet, Petrus deed 119.57 feet) to a broken concrete highway monument found; S 33°43'26" E, a distance of 270.79 feet (State deed 271.54 feet, Petrus deed 272.33 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears S 33°43'26" E, 0.5 feet; THENCE along the northwesterly line of said Interstate Highway No. 35 West and the easterly line of said Petrus TRACT 1, as follows: S 26°18'38" W, parallel to and 150 feet from the centerline of said Highway, at a distance of 1490.9 feet passing a concrete highway monument found, at a distance of 2089.5 feet passing a concrete highway monument found, continuing a total distance of 2560.86 feet (State deed 2560.18 feet, Petrus deed 2560.36 feet) to 1/2" rebar capped set, from which a concrete highway monument found bears S 63°36`53" E, 0.5 feet; Southwesterly, along a non tangent curve to the right, having a radius point that bears N 63°36'53" W, 11309.16 feet, a central angle of 03°04'09", an arc distance of 605.77 feet (State deed 605.91 feet, Petrus deed 606.91 feet), and a chord that bears S 27°55'12" W, 605.70 feet to a smooth 518" steel rod found, from which the base of a leaning concrete highway monument found bears S 29°23'45" W, 1.3 feet; S 29°23'45" W, non tangent to said curve, parallel to and 150 feet from the centerline of said Highway, at a distance of 615.7 feet passing a concrete highway monument found 0.3 feet southeasterly of line, at a distance of 1617.8 feet passing a concrete highway monument found 0.6 feet southeasterly of line, at a distance of 2118.0 feet passing a concrete highway monument found, continuing a total distance of 2716.37 feet (State deed 2715.87 feet, Petrus deed 2715.14 feet) to a concrete highway monument found; S 35°04'34" W, a distance of 202.07 feet (State deed 201.00 feet, Petrus deed 202.01 feet) . to a 1/2" rebar capped set, from which the base of a leaning concrete monument found bears S 60'36'15" E, 0.6 feet; S 29°23'45" W, parallel to and 170 feet from the centerline of said Highway, a distance of 899.62 feet (State deed 900.00 feet, Petrus deed 899.10 feet) to a broken concrete highway monument found; S 32'15'30" W, a distance of 144.34 feet (State deed 147.47 feet, Petrus deed 145.47 feet) to a 1/2" rebar capped set in the north line of a remainder portion of a tract of land as described in deed to John W. Porter, Trustee, recorded in Volume 448, Page 78, DRDCT per State R.O.W. map; THENCE N 89°59'53" W, departing the northwesterly line of said Interstate Highway No. 35W, along the easterly line of said Petrus TRACT I and the north line of said Porter tract, a distance of 56.40 feet (State 55.90 feet, Petrus deed 55.76 feet) to a steel pipe fence corner post found at the northwest corner of said Porter tract; THENCE S 00°36'39" E, along the easterly line of said Petrus TRACT I and the west line of said Porter tract, a distance of 92.68 feet (State 91.29 feet, Petrus deed 91.13 feet) to a 1/2" rebar capped set in the northwesterly line of said Interstate Highway No. 35W; THENCE departing the west line of said Porter tract, along the northwesterly line of said Interstate Highway No. 35 West and the easterly line of said Petrus TRACT 1, as follows: S 29°23'45" W, parallel to and 180 feet from the centerline of said Highway, a distance of 749.32 feet (State deed 745.71 feet, Petrus deed 750.28 feet) to a broken concrete highway monument found; S 32°51'03" W, a distance of 497.80 feet (State deed 500.90 feet, Petrus deed 497.76 feet) to a concrete highway monument found; S 29°23'45" W, parallel to and 210 feet from the centerline of said Highway, a distance of 128.63 feet (State deed 127.40 feet, Petrus deed 128.26 feet) to a disturbed 1/2" rebar capped (illegible) found at the most easterly southeast corner of a tract of land as described in deed to Robson/35W Investors, L.P., recorded in 2002-R0063784, DRDCT, from which a broken concrete highway monument found bears S 29°23'45" W, 922.7 feet (State deed 922.54 feet, Robson/35W Investors, L.P. deed 922.23 feet); THENCE departing the northwesterly line of said Interstate Highway No. 35 West, along the lines common to said Petrus TRACT I and said Robson/35W Investors, L.P. tract, as follows: N 00°23'45" W, a distance of 1573.92 feet (Petrus deed 1573.13 feet, Robson/35W Investors, L.P. deed 1573.44 feet) to the bottom of a 6" steel pipe fence corner post found at a reentrant corner of said Petrus TRACT I and the northeast corner of said Robson/35W Investors, L.P. tract; S 89°37'30" W, a distance of 723.23 feet (Petrus deed 723.01 feet, Robson/35W Investors, L.P. deed 722.74 feet) to a 1/2" rebar found at a reentrant corner of said Petrus TRACT I and the northwest corner of said Robson/35W Investors, L.P. tract; S 00°1848" E, a distance of 2378.16 feet (County deed 2378.1.6 feet) to a 1/2" rebar capped set in the north line of aforementioned Robson Ranch Road (R.O.W. Varies); THENCE departing the west line of said Robson/35W Investors, L.P. tract, along the north line of said Robson Ranch Road, as follows: S 89°53'52" W, a distance of 290.34 feet (County deed 290.34 feet) to a 1/2" rebar capped set; S 00°06'08" E, a distance of 5.00 feet (County deed 5.00 feet) to a 1/2" rebar capped set; S 89°53'52" W, a distance of 200.00 feet (County deed 200.00 feet) to a point (could not set corner); S 00°06'08" E, a distance of 5.00 feet (County deed 5.00 feet) to a point (could not set corner); S 89°53'52" W a distance of 600.00 feet (County deed 600.00 feet) to a point (could not set corner); S 00°06'08" E, a distance of 5.00 feet (County deed 5.00 feet) to a cut "x" set in the concrete base of a 3" steel pipe corner post; S 89°53'52" W, a distance of 4134.86 feet (County deed 4135.26 feet) to the POINT OF BEGINNING and containing 101,149,544 square feet or 2322.074 acres of land of which approximately 0.102 acre in said John Paine Road lies within an area of possible conflict with the east line of the Ronald McCutchin Family Partnership, Ltd. tract recorded in Volume 4015, Page 793, DRDCT, SAVE & EXCEPT any rights to the public in and along said John Paine Road. TRACT TWO PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 717.199 acre tract of land situated in the B.B.B. & C. Railroad Company Survey, Abstract No.158, the J. Taft Survey, Abstract No. 1269, the B.B.B. & C. Railroad Company Survey, Abstract No. 159, the G. Pettingale Survey, Abstract No.1041, the B.B.B. & C. Railroad Company Survey, Abstract No. 160, the S. Prichett Survey, Abstract No. 1021, and the G. West Survey, Abstract No. 1393, Denton County, Texas, being a portion of TRACT II as described in deed to Petrus Investment, L.P., recorded in 98-ROl 17450, Deed Records, Denton County, Texas (DRDCT) and being more particularly described as follows: BEGINNING at a 60d nail found at the intersection of John Paine Road (a variable width non dedicated R.O.W.), with Johnson Lane (a variable width non dedicated R.O.W.), being a reentrant corner in the east line of said Petrus TRACT 11, from which a 1" steel pipe found bears N 42°31'15" W, 34.40 feet, and a 1/2" rebar found at the most northerly northwest corner of a tract of land as described in deed to Wynne/Jackson Lakes. Development LP, recorded in 00- R0001755, DRDCT bears S 69°48'35" E, 2239 feet; THENCE S 00°30'15" E, in said John Paine Road, along a reentrant line of said Petrus TRACT 11, a distance of 3045.47 feet to a 1J2" rebar with a yellow plastic cap stamped "Goodwin & Marshall" set (hereafter referred to as 1/2" rebar capped set) in the northerly line of a called 0.419 acre R.O.W. dedication for a portion of said John Paine Road to the City of Denton, Texas, recorded in 2002-R0073651, DRDCT, from which a 5/8" rebar with a yellow plastic cap stamped "Carter & Burgess" found at the most northerly corner said R.O.W. dedication bears N 19°33'30" E, 10.27 feet; THENCE along the west line of said John Paine Road (77' R.O.W.), as follows: Southwesterly, along a non tangent curve to the left, having a radius point that bears S 70°59'24" E, 536.50 feet, a central angle of 19°11'48", an arc distance of 179.75 feet (R.O.W. deed 190.00 feet), and a chord that bears S 09°2442" W, 178.91 feet to a 5/8" rebar with a yellow plastic cap stamped "Carter & Burgess" found at the point of tangency; S 00° 1319" E, a distance of 426.23 feet (R.O.W. deed 426.14 feet) to a 5/8" rebar with a yellow plastic cap stamped "Carter & Burgess" found at the southwest corner of said called 0.419 acre R.O.W. dedication, said point lying in the south line of said Petrus TRACT II and the north line of SOUTHWEST PUMP STATION ADDITION, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 815, Plat Records, Denton County, Texas, from which the most westerly northwest corner of a R.O.W. dedication of said John Paine Road per the final plat of COUNTY LAKES NORTH PHASE ONE, recorded in Cabinet U, Page 625, Plat Records, Denton County, Texas bears N 89°54'08" E, 4.00 feet by plat call; THENCE S 89°54'08" W, departing said John Paine Road, along the south line of said Petrus TRACT II and the north line of said SOUTHWEST PUMP STATION ADDITION, at a distance of 500.12 feet passing a 5/8" rebar with'a yellow plastic cap stamped "Carter & Burgess" found at the most westerly corner of said SOUTHWEST PUMP STATION ADDITION, thereafter continuing along the south line of said Petrus TRACT II and a reentrant line of the aforementioned Wynne/Jackson Lakes Development LP tract recorded in 00-R0001755, DRDCT, continuing a total distance of 2258.03 feet to a 1/2" rebar found in a broken fence corner post at the most southerly southwest corner of said Petrus TRACT II and a reentrant corner of said Wynne/Jackson tract; THENCE N 00°26'54" E, along a reentrant line of said Petrus TRACT II and a reentrant line of said Wynne/Jackson tract, a distance of 497.90 feet (Petrus deed 497.55 feet, Wynne/Jackson deed 497.64 feet) to a 1/2" rebar found at a reentrant corner of said Petrus TRACT II and a corner of said Wynne/Jackson tract; THENCE N 89°59'53" W, along a reentrant line of said Petrus TRACT II and a north line of said Wynne/Jackson tract, a distance of 273.92 feet (Petrus deed 274.12 feet, Wynne/Jackson deed 274.15 feet) to a point in the southeasterly line of Interstate Highway No. 35 West (variable width R.O.W. per Volume 548, Page 449 & Volume 534, Page 1 & 7, DRDCT) at the most westerly southwest corner of said Petrus TRACT II and a northwest corner of said Wynne/Jackson tract, from which a 1/2" rebar found bears Westerly, 0.13 feet and a smooth 5/8" rebar found bears Easterly 0.15 feet, and a concrete highway monument found bears S 29°23'45" W, 50.6 feet (State deed 53.82 feet, Wynne/Jackson deed 50.58 feet); THENCE along the southeasterly line of said Interstate Highway No. 35 West and the west line of said Petrus TRACT II, as follows: N 29°23'45" E, parallel to and 170 feet from the centerline of said Highway, at a distance of 447.1 feet passing a concrete highway monument found, continuing a total distance of 847.04 feet (State deed 846.18 feet, Petrus deed 847.36 feet) to a 1/2" rebar capped set, from which a concrete highway monument found bears N 60°36' 15" W, 0.4 feet; N 23°44'51" E, a distance of 203.21 feet (State deed 201.00 feet, Petrus deed 203.06 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears N 60°36'15" W, 0.3 feet; N 29°23'45" E, parallel to and 150 feet from the centerline of said Highway, at a distance of 597.7 feet passing a broken concrete highway monument found 0.3 feet southeasterly of line, at a distance of 1597.2 feet passing a concrete highway monument found, at a distance of 2099.4 feet passing the base of a leaning concrete highway monument found, continuing a total distance of 2716.06 feet (State deed 2715.87 feet, Petrus deed 2716.63 feet) to a 1/2" rebar capped set, from which the base of a leaning concrete highway monument found bears N 59°02' E, 0.8 feet; Northeasterly, along a non tangent curve to the left, having a radius point that bears N 60°32'44" W, 11609.16 feet, a central angle of 03°04'09", an arc distance of 621.84 feet i (State deed 621.98 feet, Petrus deed 623.08 feet), and a chord that bears N 27°55'12" E, 621.77 feet to a 1/2" rebar capped set, from which a concrete highway monument found bears N 26°18'38" E, 1.8 feet; N 26° 18'38" E, non tangent to said curve, parallel to and 150 feet from the centerline of said Highway, at a distance of 864.18 feet passing a smooth 5/8" rebar found, at a distance of 1072.5 feet passing a concrete monument found, at a distance of 1572.0 feet passing a concrete highway monument-found 0.4 feet northwesterly of line, continuing a total distance of 2150.05 feet (State deed 2149.58 feet, Petrus deed 2,147.84 feet) to a 1/2" rebar capped set, from which the base of a leaning concrete highway monument found bears S 89°56'18 W, 0.6 feet; THENCE along a turn in along the southeasterly line of said Interstate Highway No. 35 West for Allred Road and the west line of said Petrus TRACT II, as follows: N 89°56'18" E, a distance of 470.07 feet (State deed 469.72 feet, Petrus deed 470.78 feet) to a concrete highway monument found; S 76°13'31" E, a distance of 71.47 feet (State deed 72.80 feet, Petrus deed 71.35 feet) to a concrete highway monument found; N 89°37'46" E, a distance of 80.00 feet (State deed 80.00 feet, Petrus deed 80.17 feet) a concrete highway monument found; N 71 °39'22" E, a distance of 52.97 feet (State deed 53.85 feet, Petrus deed 52.80 feet) to a concrete highway monument found; N 16°40'07" E, crossing said Allred Road (a variable width non dedicated R.O.W.), a distance of 51.30 feet (State deed 50.00 feet, Petrus deed 51.61 feet) to a broken concrete highway monument found; N 70°04'18" W, a distance of 229.45 feet (State deed 213.60 feet, Petrus deed 229.53 feet) to a broken concrete highway monument found; N 54°34'39" W, a distance of 163.69 feet (State deed 164.00 feet, Petrus deed 163.42 feet) to a broken concrete highway monument found; N 33°40'31" W, a distance of 209.99 feet (State deed 210.00 feet, Petrus deed 210.76 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears N 33°40'31" W, 0.5 feet; THENCE along the southeasterly line of said Interstate Highway No. 35 West and the west line of said Petrus TRACT II, as follows: N 26°18'38" E, parallel to and 170 feet from the centerline of said Highway, a distance of 3164.78 feet (State deed 3167.07 feet, Petrus deed 3165.30 feet) to the base of a leaning concrete highway monument found; N 36° 14'28" E, a distance of 202.95 feet (State deed 203.04 feet, Petrus deed 203.09 feet) to a 1/2" rebar capped set, from which a concrete highway monument found bears N 63'41'22" W, 0.6 feet; N 26°18'38" E, parallel to and 205 feet from the centerline of said Highway, a distance of 399.25 feet (State deed 400.00 feet, Petrus deed 399.43 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears N 63 °41'22" W, 0.7 feet; N 32°4549" E, a distance of 400.40 feet (State deed 402.52 feet, Petrus deed 400.30 feet) to a concrete highway monument found; N 26°18'38" E, parallel to and 250 feet from the centerline of said Highway, a distance of 399.87 feet (State deed 400.00 feet, Petrus deed 399.88 feet) to a cut "x" set in the concrete base of a 4" fence post, from which a concrete highway monument found bears N 63°41'22" W, 1.7 feet; N 14°59'24" E, a distance of 305.66 feet (State deed 305.94, Petrus deed 305.23 feet) to a broken concrete highway monument found; N 26° 18'38" E, parallel to and 190 feet from the centerline of said Highway, a distance of 833.31 feet (State deed 832.74 feet, Petrus deed 833.65 feet) to the northwest corner of said Petrus TRACT II and the most westerly southwest corner of a remainder portion of Parcel No. 1 as described in deed to Denton-CJW Partners, Ltd., recorded in 98- R0036601, DRDCT, from which a 3/4" rebar found bears N 26°18'38" E, 67.65 feet (State deed 67.26 feet, Denton-CJW Partners, Ltd. Parcel No. I deed 67.40 feet; THENCE N 89°32'40" E, departing the southeasterly line of said Interstate Highway No. 35 West, along the north line of said Petrus TRACT II and a reentrant line of said Denton-CJW Partners, Ltd. Parcel No. 1 remainder portion, at a distance of 0.60 feet passing a 1 " rebar found, continuing a total distance of 1998.29 feet (Petrus deed 1997.83 feet, Denton-CJW Partners, Ltd. Parcel No. 1 deed 1997.71 feet) to a 1" rebar found at the most northerly northeast corner of said Petrus TRACT 11, said point lying in the west line of a called 88.547 acre tract of land as described in deed to the City of Denton, Texas, recorded in 2005-60562, DRDCT; THENCE S 00°47'37" E, along a reentrant line of said Petrus TRACT II, the west line of said City of Denton called 88.547 acre tract, the west line of a tract of a called 40.355 acre tract of land as described in deed to the City of Denton, Texas, recorded in 2005-60563, DRDCT, and a west line of a remainder portion of said Denton-CJW Partners, Ltd. Parcel No. 1, at a distance of 2217.64 feet (Petrus deed 2217.65 feet, Denton-CJW Partners, Ltd. Parcel No. 1 deed 2217.66 feet) passing a 1" rebar found at a reentrant corner of said Petrus TRACT 11, the most southerly southwest corner of a remainder portion of said Denton-CJW Partners, Ltd. Parcel No. 1, and the northwest corner of a tract of land as described in deed to the City of Denton, Texas, recorded in 2008-123172, DRDCT, from which a 1/2" rebar with a yellow plastic cap stamped "RPLS 4818" found bears N 00°47'37" W, 3080.95 feet (deeds 3080.82 feet), continuing along the west line of said City of Denton, Texas tract, a total distance of 5473.72 feet to a 1/2" rebar capped set in a gravel road in aforementioned Allred Road (a variable width non dedicated R.O.W.) at the southwest corner of said City of Denton, Texas tract, from which a 1/2" rebar capped set in gravel at the southeast corner of said City of Denton, Texas tract bears N 89°59'21" E, 2631.22 feet; THENCE S 89°59'21" W, within said Allred Road and along a reentrant line of said Petrus TRACT 11, a distance of 926.14 feet to a 1/2" rebar found in asphalt pavement at an angle point in said Petrus TRACT II and the northeast corner of a tract of land as described in deed to Angela Dominguez and Michael John Barber, recorded in 99-R0058950, DRDCT; THENCE S 89°45'44" W, within said Allred Road and along a reentrant line of said Petrus TRACT II and the north line of said Dominguez and Barber tract, at a distance of 1125.33 feet (Dominguez and Barber deed 1125.54 feet) passing 1/2" rebar found in asphalt pavement at the northwest corner of said Dominguez and Barber tract and the northeast corner of a called 92.382 acre tract of land to Dentex Land, Cattle and Energy, LP, recorded in 2005-49231, DRDCT (last described in Volume 3129, Page 752, DRDCT), continuing within said Allred Road, along said reentrant line of said Petrus TRACT 11 and the north line of said Dentex tract, a total distance of 2122.22 feet (Petrus deed 2122.09 feet, adjoiner deeds 2121.54 feet) to a 1/2" rebar found in a gravel road at a reentrant corner of said Petrus TRACT II and the northwest corner of said Dentex tract; THENCE S 00°26'38" E, departing said Allred Road, along a reentrant line of said Petrus TRACT II and the west line of said Dentex tract, a distance of 2640.07 feet (Petrus deed 2639.77 feet, Dentex Deed 2640 feet) to a 1/2" rebar found in aforementioned Johnson Lane at a southeast corner of said Petrus TRACT 11 and the southwest corner of said Dentex tract, from which a 3/8" rebar found bears N 89°47'57" E, 2091.77 feet and a 1/2" rebar found at the most northerly northeast corner of the aforementioned Wynne/Jackson Lakes Development L.F. tract recorded in 00-R000I 755, DRDCT bears N 89'19'15" E, 751.65 feet; THENCE S 89°59'34" W, within said Johnson Lane and along a reentrant line of said Petrus TRACT II, a distance of 2353.13 feet (Petrus deed 2353.07 feet) to the POINT OF BEGINNING and containing 31,241,168 square feet or 717.199 acres of land, of which approximately 0.049 acre in said Johnson Lane lies within an area of possible conflict with said Wynne/Jackson tract, SAVE & EXCEPT any rights to the public in and along said John Paine Road, said Allred Road, and said Johnson Lane. i TRACT THREE PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 93.002 acre tract of land situated in the S. Pritchett Survey, Abstract No. 1004, the G. West Survey, Abstract No. 1393, the I. Byerly Survey, Abstract No. 1458, and the J. Dalton Survey, Abstract No. 353, Denton County, Texas, being a portion of TRACT III as described in deed to Petrus Investment, L.P., recorded in 98-ROI 17450, Deed Records, Denton County, Texas (DRDCT), and being more particularly described as follows: BEGINNING at a 1" rebar found on the northwest side of a 8" bois d' arc fence corner post at a reentrant corner of said Petrus TRACT III and the northwest corner of Parcel No. 2 as described in deed to Southwest Denton Joint Venture, recorded in 94-R0094865, DRDCT; THENCE S 00°26'10" E, along a reentrant line of said Petrus TRACT III and the west line of said Southwest Denton, J.V. Parcel No. 2, a distance of 996.98 feet (Petrus deed 997.02 feet, Parcel No. 2 deed 996.80 feet) to the most easterly northeast corner of a tract of land as described in deed to the State of Texas for F.M. 2449, recorded in Volume 537, Page 150, DRDCT, from which a V rebar found bears S 00'26'10" E, 0.28 feet (Petrus deed 0.2 feet); THENCE departing the west line of said Southwest Denton J.V. Parcel No. 2, along the northerly line of said F.M. 2449 and the south and west lines of said Petrus TRACT III, as follows: Northwesterly, along a non tangent curve to the right, having a radius point that bears N 27°55'35" E, 5679.65 feet, a central angle of 00°5738", an are distance of 95.21 feet (State deed 92.5 feet, Petrus deed 94.70 feet), and a chord that bears N 61 °35'36" W, 95.21 feet to a smooth 5/8" steel rod found at the point of tangency next to a broken wood highway monument found, and from which a smooth 5/8" steel rod found bears S 28°53'13" W, 100.00 feet; N 61 °06147" W, at a distance of 446.9 feet passing a wood highway monument found, at a distance of 1941.8 feet passing a wood highway monument found, continuing a total distance of 2320.45 feet (State deed 2318.1 feet, Petrus deed 2321.10 feet) to a smooth 5/8" steel rod found; N 00°1625" W, a distance of 99.92 feet (State deed 101.3 feet, Petrus deed 100.00 feet) to a 1/2" rebar found in asphalt pavement in Underwood Road (a variable width non dedicated R.O.W.); THENCE N 89'45'03" E, departing the northerly line of said F.M. 2449, within said Underwood Road, and along a reentrant line of said Petrus TRACT III, a distance of 986.31 feet (Petrus deed 986.30 feet) to a 1" rebar found at a bend in said road, being a reentrant corner of said Petrus TRACT III and the southeast corner of TRACT 1 as described in deed to SLF If Cole Property, L.P., recorded in 2005-12276,2005-12277, and 2005-12278, DRDCT; THENCE N 01 ° 14'19" E, within said Underwood Road, along a reentrant line of said Petrus TRACT III, and the east line of said Cole TRACT 1., a distance of 1106.15 feet (Petrus deed 1105.84 feet) to the most northerly northwest corner of the herein described tract of land, from which a 1/2" rebar found at an angle point in the east line of said Cole TRACT 1 and the northwest corner of a tract of land as described in deed to William Clinton Lynch and wife, Claudia P. Lynch, recorded in Volume 2981, Page 771, DRDCT bears N 01'14'19" E, 99.91 feet (Lynch deed 100.00 feet), and a 1/2" rebar found bears N 89°48'23" W, 0.32 feet; THENCE S 89°48'23" E, departing said Underwood Road and the east line of said Cole tract, along the south line of said Lynch tract, a distance of 1847.04 feet (Lynch deed 1847.30 feet) to a 1/2" rebar found at the southeast corner of said Lynch tract; THENCE S 00°25'00" E, along the east line of said Petrus TRACT III, at 150 feet crossing the middle of Hickory Creek, continuing a total distance of 427.73 feet (Petrus deed 427.73 feet) to the middle of said Hickory Creek where crossed again, from which a 1/2" rebar found bears S 00°25'00" E, 900.79 feet; THENCE along the centerline meanders of the old channel of said Hickory Creek, as follows: S 40° 19'42" E, a distance of 256.75 feet; S 49°08'09" E, a distance of 333.56 feet; S 44°57'34" E, a distance of 94.76 feet; S 24°00'10" E, a distance of 123.31 feet; S 01 °4F1 6" W, a distance of 63.25 feet; S 07°24'36" W, a distance of 148.38 feet; S 02'l 8'08" E, a distance of 131.60 feet to a rod with an aluminum cap stamped "Coleman & Assoc" found at the most easterly southeast corner of said Petrus TRACT . III and the north line of aforementioned Southwest Denton J.V. Parcel No. 2, from which a cross-tie fence corner post found (now washed out) bore S 86°54' W, 67.9 feet (Petrus deed 67.5 feet) and a 1 " rebar found at the southeast corner of a tract of land as described in deed to Terri J. Meador and Robert W. Hammer (description does not close), recorded in 94-R0094073, DRDCT bears N 89°33'11" E, 331.86 feet (Meador & Hammer deed 353.29 feet); THENCE S 89°33'11" W, departing said Hickory Creek, along a reentrant line of said Petrus TRACT III and the north line of said Southwest Denton, J.V. Parcel No. 2, at a distance of 579.23 feet passing a 1/2" rebar found at the northeast corner of a tract of land as described in deed to Crosstex DC Gathering Company JV, recorded in 2003-R0059356, DRDCT, at a distance of 1149.14 feet passing a 1/2" rebar found at the northwest corner of said Crosstex tract, said point being 0.46 feet north of line, continuing along said reentrant line of said Petrus TRACT III and the north line of said Southwest Denton J.V. Parcel No. 2, a total distance of 1271.86 feet (Petrus deed 1272.40 feet) to the POINT OF BEGINNING and containing 4,051,164 square feet or 93.002 acres of land. TRACT FOUR PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 2.823 acre tract of land situated in the E. Pizano Survey, Abstract No. 994, Denton County, Texas, being all of TRACT IV as described in deed to Petrus Investment, L.P., recorded in 98-RO117450, Deed Records, Denton County, Texas (DRDCT) and being more particularly described as follows: BEGINNING at a 6" steel pipe fence corner post found at the southeast corner of said Petrus TRACT IV, the northeast corner of a tract of land as described in deed to I-35 and Crawford Road Partners, Ltd., recorded in 98-R0077377, DRDCT, and the south southeast corner of the former Alex McCutchin called 69.318 acre tract recorded in Volume 321, Page 42, DRDCT; THENCE N 87°53'45" W, along the south line of said Petrus TRACT IV and the north line of said 1-35 and Crawford Road Partners, Ltd. tract, at a distance of 189.6 feet passing a 1/2" rebar found 0.3 feet north of line, at a distance of 303.6 feet passing a 5/8" rebar found 0.6 feet south of line, continuing a total distance of 359.32 feet (Petrus deed 359.06 feet, 1-35 and Crawford Road Partners, Ltd. deed 359.21 feet) to a broken concrete highway monument found in the southeasterly line of Interstate Highway No. 35 West (variable width R.O.W. per Volume 548, Page 449, DRDCT), at the southwest corner of said Petrus TRACT IV and the northwest corner of said I-35 and Crawford Road Partners, Ltd. tract; THENCE along the southeasterly line of Interstate Highway No. 35 West and the northwesterly line of said Petrus TRACT IV, as follows: N 29°2345" E, parallel to and 215 feet from the centerline of said Highway, a distance of 154.20 feet (State deed 154.92 feet, Petrus deed 153.66 feet) to a broken concrete highway monument found; N 26°31'58" E, a distance of 500.52 feet (State deed 500.62 feet, Petrus deed 500.93 feet) to a broken concrete highway monument found; N 29°23'45 E, parallel to and 190 feet from the centerline of said Highway, a distance of 106.88 feet (State deed 106.62 feet, Petrus deed 106.75 feet) to a I" rebar found at the north corner of said Petrus TRACT IV and the most westerly northwest corner of a tract of land as described in deed to Wynne/Jackson Lakes Development, LP, recorded in 00- R0001755, DRDCT, from which a steel pipe fence corner post found at the northwest corner of a remainder portion of a tract of land as described in deed to John W. Porter, Trustee, recorded in Volume 448, Page 78, DRDCT and a reentrant corner of said former Alex McCutchin called 69.318 acre tract bears N 00°36'39" W, 832.54 feet; THENCE S 00°36'39" E, departing the southeasterly line of Interstate Highway No. 35 West, along the east line of said Petrus TRACT IV and the west line of said Wynne/Jackson tract, at a called distance of 499.36 feet passing the most westerly southwest corner of said Wynne/Jackson tract and the northwest corner of a tract of land to Pac Group, Ltd., recorded in 2001-R0046668, DRDCT (document does not contain a property description), continuing along the east line of said Petrus TRACT IV and the west line of said Pac Group, Ltd. tract, a total distance of 688.51 feet (Petrus deed 689.05 feet) to the POINT OF BEGINNING and containing 122,966 square feet or 2.823 acres of land. SAOur DocumentslOrdinances1101A TC 10-0001 gas wells.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING AN AMENDMENT TO ORDINANCE 2008-286, AND THE INSPIRATION MPC (HUNTER RANCH) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION [MPC07-0001, INSPIRATION (HUNTER RANCH)] LEGALLY DESCRIBED AND CREATED THEREIN, FOR ROUGHLY 3,134 ACRES OF THE ROUGHLY 3,331 ACRES OF LAND LEGALLY DESCRIBED BY ORDINANCE 2008-286, GENERALLY. LOCATED ON BOTH SIDES OF I-35W, BETWEEN ROBSON RANCH ROAD AND VINTAGE BOULEVARD IN THE CITY OF DENTON, TEXAS, BY AMENDING THE ZONING AND DEVELOPMENT STANDARDS DOCUMENT, AND DEVELOPMENT PLAN MAP, AS HEREIN PROVIDED; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE (AMPC 10-0001) WHEREAS, on November 4, 2008, by Ordinance 2008-286, the City Council approved a a zoning change from the Agriculture (A), Industrial Center General (IC-G), Neighborhood Residential 2 (NR-2), Regional Center Residential 1 (RCR-1), Community Mixed Use Employment (CM-E), and Planned Development 138 (PD-138) Zoning District Classifications and Use Designations to the Inspiration (Hunter Ranch) Master Planned Community Zoning District Classification and Use Designation on 3,331 acres of land therein described, located on both sides of 1-35W, between Robson Ranch Road and Vintage Boulevard in the City of Denton; and WHEREAS, Petrus Investments, LP, as Owner, has applied for an amendment to Ordinance 2008-286 and the Inspiration (Hunter Ranch) Master Planned Community Zoning District Classification and Use Designation therein created, with respect to roughly 3,134 Acres of land legally described in Exhibit "A", attached hereto and incorporated herein by reference (the "Property"), specifically to approve a supplement to the Zoning and Development Standards Document, attached hereto and incorporated by reference herein as Exhibit "B", and an amended Development Plan Map, attached hereto and incorporated by reference herein as Exhibit "C"; and WHEREAS, on June 9, 2010, the Planning and Zoning Commission concluded a public hearing as required by law, and recommend approval of the requested amendment; and WHEREAS, the City Council finds that the requested amendment is consistent with the Denton Plan, and Subchapter 35.7 of the Denton Code; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. Ordinance 2008-286 and the Inspiration (Hunter Ranch) Master Planned Community Zoning District Classification and Use Designation therein created are hereby amended by the approval of the attached supplement to the Zoning and Development Standards Document, attached hereto and incorporated by reference herein as Exhibit "B", and the approval Page 1 SAOur DocumentslOrdinances1101AMPC 10-0001 gas wells.doc of the amended Development Plan Map, attached hereto and incorporated by reference herein as Exhibit "C", with respect to the approximately 3,134 acres of land legally described in Exhibit A, attached hereto and incorporated herein by reference (the Property). All other provisions of the Denton Development Code not specifically excepted by these Exhibits shall remain in full force and effect. SECTION 3. The provisions of this ordinance as they apply to the amendments herein approved, shall govern and control over any conflicting provision of Ordinance No. 2008-286, to the limited extent specified, and all provisions of Ordinance 2008-286 not explicitly amended herein, shall continue in force and effect. SECTION 4. A copy of this ordinance shall be attached to Ordinance 2008-286, showing the amendment herein approved. SECTION 5. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 6. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 7. This ordinance shall become ,effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA A.BURGESS, CITY ATTORNEY B Page 2 SAOur DocumentslOrdinances1101AMPC 10-0001 gas wells.doc Exhibit A (Legal Description of the Property) SEE ATTACHED PDFs Page 3 TRACT ONE PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 2322.074 acre tract of land situated in the E. Pizano Survey, Abstract No. 994, the G. Pettingale Survey, Abstract No. 1041, the J. Taft Survey, Abstract No. 1269, the G. West Survey, Abstract No. 1393, the B.B.B. & C. Railroad Company Survey, Abstract No. 159, and the B.B.B. & C. Railroad Company Survey, Abstract No. 158, Denton County, Texas, being a portion of TRACT I as described in deed to Petrus Investment, L.P., recorded in 98-R0117450, Deed Records, Denton County, Texas (DRDCT) and being more particularly described as follows: BEGINNING at a 1/2" rebar capped with a yellow plastic cap stamped "Goodwin & Marshall" set (hereafter referred to as 1/2" rebar capped set) at the intersection of the west line of said Petrus TRACT I, with the north line of Robson Ranch Road (R.O.W. Varies, adjoining R.O.W. per Dedication Deed, 00-R0081315, DRDCT), said point lying in the east line of a tract of land as described in deed to Robson Denton Development, LP, recorded in 99-R0067253, DRDCT, being N 00°37' 19" W, 60.00 feet from the most southerly southwest corner of said Petrus TRACT I by deed call; THENCE N 00°3719" W, departing the north line of said Robson Ranch Road, along a reentrant line of said Petrus TRACT I and the east line of said Robson tract, at a called distance of 1124.34 feet passing the southeast corner of Robson Ranch Section 2 Detention Pond, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 705, Plat Records, Denton County, Texas (PRDCT), at a. called distance of 1724.72 feet passing the northeast corner of said Robson Ranch Section 2 Detention Pond and the southeast corner of Robson Ranch 2 Phase 1, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet S, Page 227, PRDCT, at a distance of 2771.85 feet (Plats 2771.68 feet) passing a 1/2" rebar with a yellow plastic cap stamped "Biggs & Mathews" found 0.30 feet west of line at the northeast corner of said Robson Ranch 2 Phase I and the southeast corner of Robson Ranch 5-1,. an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 28, PRDCT, continuing a total distance of 3285.00 feet (County Deed & Plats 3285.00 feet) to a 1/2" rebar capped set at an angle point in said Petrus TRACT I, said Robson tract, and said Robson Ranch 5-1, from which the top of a leaning 6" steel pipe post in concrete found bears S 26°09' E, 16.1 feet; THENCE N 00°29'08" W, along a reentrant line of said Petrus TRACT I, the east line of said Robson tract, and said Robson Ranch 5-1, at a called distance of 230.68 feet passing the northeast corner of said Robson Ranch 5-1 and the southeast corner of Robson Ranch 5-2, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 26, PRDCT, at a distance of 704.72 feet (Plat 705.00 feet) passing a 1/2" rebar with a yellow plastic cap stamped "Biggs & Mathews" found at the most easterly northeast corner of Lot 29-X, Block C of said Robson Ranch 5-2, at a distance of 884.76 feet (Plat 885.00 feet) passing a 1/2" rebar with a yellow plastic cap stamped "Biggs & Mathews" found at the northeast corner of said Robson Ranch 5-2, continuing along said reentrant line of said Petrus TRACT I and the east line of said Robson tract, a total distance of 3074.88 feet (Petrus deed 3074.86 feet, Robson deed 3074.89 feet) to a 4" steel pipe fence corner post in concrete found at a reentrant corner of said Petrus TRACT I and the most easterly northeast corner of said Robson tract, from which a 1" steel pipe found bears N 78°54' E, 2.94 feet and a 1" rebar found bears N 55°30" E, 35.12 feet; THENCE S 89°51'25" W, along a reentrant line of said Petrus TRACT I and a reentrant line of said Robson tract, a distance of 1215.90 feet (Petrus deed 1215.55 feet, Robson deed 1215.50 feet) to an 8" Bois d' arc fence corner post in concrete found at the most westerly southwest corner of said Petrus TRACT I, from which a cut 'Y' found in said concrete bears S 00°07'42" W, 0.91 feet; THENCE N 00°07'42" E, along the west line of said Petrus TRACT I and the east line of a tract of land as described in deed to Robson Denton Development, LP, recorded in 99-R0067258, DRDCT, a distance of 3802.59 feet (Petrus deed 3802.57 feet, Robson deed 3803.58 feet) to a 1/2" rebar capped set at the location of a 1/2" rebar capped found (G.M. Geer) in a broken bois d' arc fence corner post found previously (now obliterated) at the most westerly northwest corner of said Petrus TRACT I and the southwest corner of TRACT 2 as described in deed to SLF It Cole Property, L.P., recorded in 2005-12276, 2005-12277, and 2005-122768, DRDCT, from which a 5/8" rebar found bears N 00°07'05" W, 3057.04 feet (Robson deed 3056.98 feet, Cole deed 3057.12 feet); THENCE N 89°47'18" E, departing the east line of said Robson tract, along a reentrant line of said Petrus TRACT I and the south line of said Cole TRACT 2, a distance of 5806.39 feet (Petrus deed 5806.06 feet, Cole deed 5806.65 feet) to the bottom of a 10" bois d' arc fence corner post in concrete found at a reentrant corner of said Petrus TRACT 1, from which a I" steel pipe found bears N 89°47'18" E, 3.4 feet (Deeds 3 feet & 3.46 feet); THENCE N 01'20'11" E, along a reentrant line of said Petrus TRACT I and said Cole TRACT 2, a distance of 92.25 feet (Petrus deed 92.21 feet, Stratford deed 92.25 feet) to the bottom of a 10" Bois d' arc fence corner post in concrete found at a reentrant corner of said Cole TRACT 2; THENCE N 89°29'43" E, along a reentrant line of said Petrus TRACT I and a reentrant line of said Cole TRACT 2, a distance of 5406.54 feet (Petrus deed 5406.7 feet, Cole deed 5406.60 feet) to a 1/2" rebar found in John Paine Road (a variable width non dedicated R.O.W.) at a reentrant corner of said Petrus TRACT I and the most easterly southeast corner of said Cole TRACT 2, said point being 15.6 feet west of the centerline of a gravel road; THENCE N 00°08'55" W, within said John Paine Road, along a reentrant line of said Petrus TRACT I and the east line of said Cole TRACT 2, at a distance of 2545.11 feet (Cole deed 2545.07 feet) passing the most easterly northeast corner of said Cole TRACT 2, from which a 1/2" rebar capped (Geer) found bears S 89°21'25" W, 25.55 feet (Cole deed 25.47 feet) and a 4" bois d'art fence corner post found at a reentrant corner of said Cole TRACT 2 and the southwest corner of a tract of land as described in deed to Ronald McCutchin Family Partnership, Ltd., recorded in Volume 4015, Page 793; DRDCT bears S 89°21'25 W, 3150.94 feet (Cole deed 3151.06 feet, McCutchin deed 3154.9 feet), continuing within said John Paine Road and along said reentrant line of said Petrus TRACT 1, a total distance of 6119.82 feet (Petrus deed 6119.52 feet) to a 1/2" rebar found in the center of a gravel road at the southwest corner of a tract of land as described in deed to the State of Texas for F.M. 2449, recorded in Volume 537, Page 150, DRDCT, being the most northerly northwest corner of said Petrus TRACT I; THENCE along the southerly line of said F.M. 2449 and the north line of said Petrus TRACT 1, as follows: N 44°01'25" E, at a distance of 44.3 feet passing a wood highway monument found, continuing a total distance of 231.30 feet (State deed 232.55 feet, Petrus deed 231.60 feet) to a 1/2" rebar capped set at the most northerly corner of said Petrus TRACT I, from which the bottom of a leaning wood highway monument found bears N 44°01'25" E, 1.2 feet; Southeasterly, along a non tangent curve to the right, having a radius point that bears S 17°3632" W, 1096.28 feet, a central angle of I l ° 16'41 an arc distance of 215.79 (State deed 214.9 feet, Petrus deed 214.93 feet), and a chord that bears S 66°45'08" E, 215.44 feet to a 1/2" rebar capped set at the point of tangency, from which a smooth 518" steel rod found bears N 28°53'13" E, 100.00 feet, and a broken wood highway monument found bears N 28°53'13" E, 0.7 feet; S 61 °06'47" E, at a distance of 377.7 feet passing a wood highway monument found, at a distance of 877.7 feet passing a wood highway monument found, at a distance of 1877.5 feet passing a broken wood highway monument found 0.8 feet northeasterly of line, continuing a total distance of 2320.45 feet (State deed 2318.1 feet, Petrus deed 2321.10 feet) to a smooth 5/8" steel rod found, from which a smooth 5/8" steel rod found bears N 28°5313" E, 100.00 feet, and a wood highway monument found bears S. 87°39' E, 1.1 feet; Southeasterly, along a curve to the left having a radius of 5779.65 feet, a central angle of 01 °29'56", an arc distance of 151.21 feet (State deed 147.9 feet, Petrus deed 150.28 feet) and a chord that bears S 61'5 1'46" E, 151.20 feet to a 1/2" rebar capped set at the southeast corner of said State of Texas tract and the northeast corner of said Petrus TRACT I, from which a wood highway monument found bears a chord of S 63°34" E, 108.3 feet (State chord 108.8 feet) ; THENCE S 00°27'27" E, departing the southerly line of said F.M. 2449, along a reentrant line of said Petrus TRACT I and the west line of a tract of land as described in deed to Jeremiah Partners J.V., recorded in 2007-57435, DRDCT, at a distance of 0.97 feet (Petrus deed 1.4 feet) passing a 1" rebar found, continuing a total distance of 1963.20 feet (Petrus deed 1962.90 feet, Jeremiah Partners J.V. deed 1963 feet) to a 3/4" rebar found at a reentrant corner of said Petrus TRACT I and the southwest corner of said Jeremiah Partners J.V. tract; THENCE S 89°55'02" E, along a reentrant line of said Petrus TRACT I and the south line of said Jeremiah Partners J.V. tract, at a distance of 47.14 feet passing a 1" rebar found, continuing a total distance of 47.53 feet (Petrus deed 47.19 feet, Jeremiah Partners J.V. deed 47.13 feet) to a point in the northwesterly line of Interstate Highway No. 35 West (variable width R.O.W. per Volume 548, Page 449 & Volume 534, Page 1 & 7, DRDCT), from which a broken concrete highway monument found bears N 26-18'38" E, 856.55 feet (State deed 855.43 feet, Jeremiah Partners J.V. deed 856.50 feet; THENCE departing the south line of said Jeremiah Partners J.V. tract, along the northwesterly line of said Interstate Highway No. 35 West and the easterly line of said Petrus TRACT I, as follows: S 26'183 8 " W, parallel to and 185 feet from the centerline of said Highway, at a distance of 43.10 feet passing a concrete highway monument found, continuing a total distance of 1542.25 feet (State deed 1544.57 feet, Petrus deed 1541.05 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears S 63°41'22" E, 0.8 feet; S 32°03'00" W, a distance of 199.99 feet (State deed 201.00 feet, Petrus deed 200.99 feet) to a concrete highway monument found; S 26'18'3 8" W, parallel to and 205 feet from the centerline of said Highway, a distance of 400.06 feet (State deed 400.00 feet, Petrus deed 399.97 feet) to a broken concrete highway monument found; S 19° 11' 10" W, a distance of 201.57 feet (State deed 201.56 feet, Petrus deed 201.6 feet) a broken concrete highway monument found; S 26'18'38" W, parallel to and 180 feet from the centerline of said Highway, a distance of 2962.69 feet (State deed 2965.00 feet, Petrus deed 2963.37 feet) to a broken concrete highway monument found; THENCE along a turn in along the northwesterly line of said Interstate Highway No. 35 West for aforementioned John Paine Road, and the easterly line of said Petrus TRACT I, as follows N 33°34'15" W, a distance of 200.24 feet (State deed 200.00 feet, Petrus deed 200.44. feet) to a broken concrete highway monument found; N 19°12'11" W, a distance of 155.68 feet (State deed 155.70 feet, Petrus deed 155.22 feet) to a broken concrete highway monument found; N 00°30147" W, at a distance of 79.87 feet passing a 1/2" rebar with a yellow plastic cap found, continuing a total distance of 111.31 feet (State deed 111.89 feet, Petrus deed 111.56 feet) to a concrete highway monument found; N 30°42'48" W, a distance of 44.34 feet (State deed 44.00 feet, Petrus deed 44.23 feet) to a broken concrete highway monument found; N 89°57'45" W, crossing said John Paine Road, a distance of 46.00 feet (State deed 46.00 feet, Petrus deed 46.34 feet) to a concrete highway monument found; S 29°23'48" W, a distance of 44.72 feet (State deed 44.00 feet, Petrus deed 44.49 feet) to a concrete highway monument found; S 00°30'47" E, a distance of 210.31 feet (State deed 211.89 feet, Petrus deed 210.67 feet) to a broken concrete highway monument found; S 10°43'01" E, a distance of 103.30 feet (State deed 101.61 feet, Petrus deed 101.10 feet) to 1/2" rebar capped set, from which the base of a laid over concrete highway monument found bears N 33°W, 3.1 feet; S 00°30'47" E, a distance of 118.88 feet (State deed 120.00 feet, Petrus deed 119.57 feet) to a broken concrete highway monument found; S 33°43'26" E, a distance of 270.79 feet (State deed 271.54 feet, Petrus deed 272.33 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears S 33°43'26" E, 0.5 feet; THENCE along the northwesterly line of said Interstate Highway No. 35 West and the easterly line of said Petrus TRACT I, as follows: S 26°18'38" W, parallel to and 150 feet from the centerline of said Highway, at a distance of 1490.9 feet passing a concrete highway monument found, at a distance of 2089.5 feet passing a concrete highway monument found, continuing a total distance of 2560.86 feet (State deed 2560.18 feet, Petrus deed 2560.36 feet) to 1/2" rebar capped set, from which a concrete highway monument found bears S 63°36'53" E, 0.5 feet; Southwesterly, along a non tangent curve to the right, having a radius point that bears N 63°36'53" W, 11309.16 feet, a central angle of 03°04'09", an arc distance of 605.77 feet (State deed 605.91 feet, Petrus deed 606.91 feet), and a chord that bears S 27°55'12" W, 605.70 feet to a smooth 5/8 steel rod found, from which the base of a leaning concrete highway monument found bears S 29°23'45" W, 1.3 feet; S 29°23'45" W, non tangent to said curve, parallel to and 150 feet from the centerline of said Highway, at a distance of 615.7 feet passing a concrete highway monument found 0.3 feet southeasterly of line, at a distance of 1617.8 feet passing a concrete highway monument found 0.6 feet southeasterly of line, at a distance of 2118.0 feet passing a concrete highway monument found, continuing a total distance of 2716.37 feet (State deed 2715.87 feet, Petrus deed 2715.14 feet) to a concrete highway monument found; S 35°04'34" W, a distance of 202.07 feet (State deed 201.00 feet, Petrus deed 202.01 feet) to a 1/2" rebar capped set, from which the base of a leaning concrete monument found bears S 60°36'15" E, 0.6 feet; S 29°23'45" W, parallel to and 170 feet from the centerline of said Highway, a distance of 899.62 feet (State deed 900.00 feet, Petrus deed 899.10 feet) to a broken concrete highway monument found; S 32°15'30" W, a distance of 144.34 feet (State deed 147.47 feet, Petrus deed 145.47 feet) to a 1/2" rebar capped set in the north line of a remainder portion of a tract of land as described in deed to John W. Porter, Trustee, recorded in Volume 448, Page 78, DRDCT per State R.O.W. map; THENCE N 89°59'53" W, departing the northwesterly line of said Interstate Highway No. 35W, along the easterly line of said Petrus TRACT I and the north line of said Porter tract, a distance of 56.40 feet (State 55.90 feet, Petrus deed 55.76 feet) to a steel pipe fence corner post found at the northwest corner of said Porter tract; THENCE S 00°36'39" E, along the easterly line of said Petrus TRACT I and the west line of said Porter tract, a distance of 92.68 feet (State 91.29 feet, Petrus deed 91.13 feet) to a 1/2" rebar capped set in the northwesterly line of said Interstate Highway No. 35W; THENCE departing the west line of said Porter tract, along the northwesterly line of said Interstate Highway No. 35 West and the easterly line of said Petrus TRACT I, as follows: S 29°23'45" W, parallel to and 180 feet from the centerline of said Highway, a distance of 749.32 feet (State deed 745.71 feet, Petrus deed 750.28 feet) to a broken concrete highway monument found; S 32°51'03" W, a distance of 497.80 feet (State deed 500.90 feet, Petrus deed 497.76 feet) to a concrete highway monument found; S 29°23'45" W, parallel to and 210 feet from the centerline of said Highway, a distance of 128.63 feet (State deed 127.40 feet, Petrus deed 128.26 feet) to a disturbed 1/2" rebar capped (illegible) found at the most easterly southeast corner of a tract of land as described in deed to Robson/35W Investors, L.P., recorded in 2002-R0063784, DRDCT, from which a broken concrete highway monument found bears S 29°23'45" W, 922.7 feet (State deed 922.54 feet, Robson/35W Investors, L.P. deed 922.23 feet); THENCE departing the northwesterly line of said Interstate Highway No. 35 West, along the lines common to said Petrus TRACT I and said Robson/35W Investors, L.P. tract, as follows:. N 00°23'45" W, a distance of 1573.92 feet (Petrus deed 1573.13 feet, Robson/35W Investors, L.P. deed 1573.44 feet) to the bottom of a 6" steel pipe fence corner post found at a reentrant corner of said Petrus TRACT I and the northeast corner of said Robson/35W Investors, L.P. tract; S 89°37'30" W, a distance of 723.23 feet (Petrus deed 723.01 feet, Robson/35W Investors, L.P. deed 722.74 feet) to a 1/2" rebar found at a reentrant corner of said Petrus TRACT I and the northwest corner of said Robson/35W Investors, L.P. tract; S 00°18'48" E, a distance of 2378.16 feet (County deed 2378.16 feet) to a 1/2" rebar capped set in the north line of aforementioned Robson Ranch Road (R.O.W. Varies); THENCE departing the west line of said Robson/35W Investors, L.P. tract, along the north line of said Robson Ranch Road, as follows: S 89°5352" W, a distance of 290.34 feet (County deed 290.34 feet) to a 1/2" rebar capped set; S 00°06'08" E, a distance of 5.00 feet (County deed 5.00 feet) to a 1/2" rebar capped set; S 89°53'52" W. a distance of 200.00 feet (County deed 200.00 feet) to a point (could not set corner); S 00°06'08" E, a distance of 5.00 feet (County deed 5.00 feet) to a point (could not set corner); S 89°53'52" W a distance of 600.00 feet (County deed 600.00 feet) to a point (could not set corner); S 00°06'08" E, a distance of 5.00 feet (County deed 5.00 feet) to a cut "x" set in the concrete base of a 3" steel pipe corner post; S 89°53'52" W, a distance of 4134.86 feet (County deed 4135.26 feet) to the POINT OF BEGINNING and containing 101,149,544 square feet or 2322.074 acres of land of which approximately 0.102 acre in said John Paine Road lies within an area of possible conflict with the east line of the Ronald McCutchin Family Partnership, Ltd. tract recorded in Volume 4015, Page 793, DRDCT, SAVE & EXCEPT any rights to the public in and along said John Paine Road. TRACT TWO PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 717.199 acre tract of land situated in the B.B.B. & C. Railroad Company Survey, Abstract No.158, the J. Taft Survey, Abstract No. 1269, the B.B.B. & C. Railroad. Company Survey, Abstract No. 159, the G. Pettingale Survey, Abstract No.1041, the B.B.B. & C. Railroad Company Survey, Abstract No. 160, the S. Prichett Survey, Abstract No. 1021, and the G. West Survey, Abstract No. 1393, Denton County, Texas, being a portion of TRACT 11 as described in deed to Petrus Investment, L.P., recorded in 98-RO117450, Deed Records, Denton County, Texas (DRDCT) and being more particularly described as follows: BEGINNING at a 60d nail found at the intersection of John Paine Road (a variable width non dedicated R.O.W.), with Johnson Lane (a variable width non dedicated R.O.W.), being a reentrant corner in the east line of said Petrus TRACT Il, from which a 1" steel pipe found bears N 42°31'15" W, 34.40 feet, and a 1/2" rebar found at the most northerly northwest corner of a tract of land as described in deed to Wynne/Jackson Lakes Development LP, recorded in 00- R0001755, DRDCT bears S 69°4835" E, 22.39 feet; THENCE S 00°30'15" E, in said John Paine Road, along a reentrant line of said Petrus TRACT II, a distance of 3045.47 feet to a 1/2" rebar with a yellow plastic cap stamped "Goodwin & Marshall" set (hereafter referred to as 1/2" rebar capped set) in the northerly line of a called 0.419 acre R.O.W. dedication for a portion of said John Paine Road to the City of Denton, Texas, recorded in 2002-R0073651, DRDCT, from which a 5/8" rebar with a yellow plastic cap stamped "Carter & Burgess" found at the most northerly corner said R.O.W. dedication bears N 19°33'30" E, 10.27 feet; THENCE along the west line of said John Paine Road (77' R.O.W.), as follows: Southwesterly, along a non tangent curve to the left, having a radius point that bears S 70°5924" E, 536.50 feet, a central angle of 19'1 V48", an arc distance of 179.75 feet (R.O.W. deed 190.00 feet), and a chord that bears S 09°24'42" W, 178.91 feet to a 5/8" rebar with a yellow plastic cap stamped "Carter & Burgess" found at the point of tangency; S 0013'19" E, a distance of 426.23 feet (R.O. W. deed 426.14 feet) to a 5/8" rebar with a yellow plastic cap stamped "Carter & Burgess" found at the southwest corner of said called 0.419 acre R.O.W. dedication, said point lying in the south line of said Petrus TRACT 11 and the north line of SOUTHWEST PUMP STATION ADDITION, an addition to the City of Denton, Denton County, Texas as recorded in Cabinet W, Page 815, Plat Records, Denton County, Texas, from which the most westerly northwest corner of a R.O.W. dedication of said John Paine Road per the final plat of COUNTY LAKES NORTH PHASE ONE, recorded in Cabinet U, Page 625, Plat Records, Denton County, Texas bears N 89°54'08" E, 4.00 feet by plat call; THENCE S 89°54'08" W, departing said John Paine Road, along the south line of said Petrus TRACT 11 and the north line of said SOUTHWEST PUMP STATION ADDITION, at a distance of 500.12 feet passing a 5/8" rebar with a yellow plastic cap stamped "Carter & Burgess" found at the most westerly corner of said SOUTHWEST PUMP STATION ADDITION, thereafter continuing along the south line of said Petrus TRACT 11 and a reentrant line of the aforementioned Wynne/Jackson Lakes Development LP tract recorded in 00-R0001755, DRDCT, continuing a total distance of 2258.03 feet to a 1/2" rebar found in a broken fence corner post at the most southerly southwest corner of said Petrus TRACT II and a reentrant corner of said Wynne/Jackson tract; THENCE N 00°26'54" E, along a reentrant line of said Petrus TRACT II and a reentrant line of said Wynne/Jackson tract, a distance of 497.90 feet (Petrus deed 497.55 feet, Wynne/Jackson deed 497.64 feet) to a 1/2" rebar found at a reentrant corner of said Petrus TRACT II and a corner of said Wynne/Jackson tract; THENCE N 89°59'53" W, along a reentrant line of said Petrus TRACT II and a north line of said Wynne/Jackson tract, a distance of 273.92 feet (Petrus deed 274.12 feet, Wynne/Jackson deed 274.15 feet) to a point in the southeasterly line of Interstate Highway No. 35 West (variable width R.O.W. per Volume 548, Page 449 & Volume 534, Page 1 & 7, DRDCT) at the most westerly southwest corner of said Petrus TRACT 11 and a northwest corner of said Wynne/Jackson tract, from which a 1/2" rebar found bears Westerly, 0.13 feet and a smooth 5/8" rebar found bears Easterly 0.15 feet, and a concrete highway monument found bears S 29°23'45" W, 50.6 feet (State deed 53.82 feet, Wynne/Jackson deed 50.58 feet); THENCE along the southeasterly line of said Interstate Highway No. 35 West and the west line of said Petrus TRACT 11, as follows: N 29°23'45" E, parallel to and 170 feet from the centerline of said Highway, at a distance of 447.1 feet passing a concrete highway monument found, continuing a total distance of 847.04 feet (State deed 846.18 feet, Petrus deed 847.36 feet) to a 1/2" rebar capped set, from which a concrete highway monument found bears N 60°36' 15" W, 0.4 feet; N 23°44'51" E, a distance of 203.21 feet (State deed 201.00 feet, Petrus deed 203.06 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears N 60°36'15" W, 0.3 feet; N 29°23'45" E, parallel to and 150 feet from the centerline of said Highway, at a distance of 597.7 feet passing a broken concrete highway monument found 0.3 feet southeasterly of line, at a distance of 1597.2 feet passing a concrete highway monument found, at a distance of 2099.4 feet passing the base of a leaning concrete highway monument found, continuing a total distance of 2716.06 feet (State deed 2715.87 feet, Petrus deed 2716.63 feet) to a 1/2" rebar capped set, from which the base of a leaning concrete highway monument found bears N 59°02' E, 0.8 feet; Northeasterly, along a non tangent curve to the left, having a radius point that bears N 60°32'44" W, 11609.16 feet, a central angle of 03°04'09", an are distance of 621.84 feet (State deed 621.98 feet, Petrus deed 623.08 feet), and a chord that bears N 27°55'12" E, 621.77 feet to a 1/2" rebar capped set, from which a concrete highway monument found bears N 26'18'3 8" E, 1.8 feet; N 26°18'38" E, non tangent to said curve, parallel to and 150 feet from the centerline of said Highway, at a distance of 864.18 feet passing a smooth 5/8" rebar found, at a distance of 1072.5 feet passing a concrete monument found, at a distance of 1572.0 feet passing a concrete highway monument-found 0.4 feet northwesterly of line, continuing a total distance of 2150.05 feet (State deed 2149.58 feet, Petrus deed 2,147.84 feet) to a 1/2" rebar capped set, from which the base of a leaning concrete highway monument found bears S 89°56'18 W, 0.6 feet; THENCE along a turn in along the southeasterly line of said Interstate Highway No. 35 West for Allred Road and the west line of said Petrus-TRACT II, as follows: N 89°56'18" E, a distance of 470.07 feet (State deed 469.72 feet, Petrus deed 470.78 feet) to a concrete highway monument found; S 76°13'31" E, a distance of 71.47 feet (State deed 72.80 feet, Petrus deed 71.35 feet) to a concrete highway monument found; N 89°3746" E, a distance of 80.00 feet (State deed 80.00 feet, Petrus deed 80.17 feet) a concrete highway monument found; N 71°39'22" E, a distance of 52.97 feet (State deed 53.85 feet, Petrus deed 52.80 feet) to a concrete highway monument found; N 16°40'07" E, crossing said Allred Road (a variable width non dedicated R.O.W.), a distance of 51.30 feet (State deed 50.00 feet, Petrus deed 51.61 feet) to a broken concrete highway monument found; N 70°04'18" W, a distance of 229.45 feet (State deed 213.60 feet, Petrus deed 229.53 feet) to a broken concrete highway monument found; N 54°34'39" W, a distance of 163.69 feet (State deed 164.00 feet, Petrus deed 163.42 feet) to a broken concrete highway monument found; N 33°40'31" W, a distance of 209.99 feet (State deed 210.00 feet, Petrus deed 210.76 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears N 33°40'31" W, 0.5 feet; THENCE along the southeasterly line of said Interstate Highway No. 35 West and the west line of said Petrus TRACT 11, as follows: N 26° 18'38" E, parallel to and 170 feet from the centerline of said Highway, a distance of 3164.78 feet (State deed 3167.07 feet, Petrus deed 3165.30 feet) to the base of a leaning concrete highway monument found; N 36°14'28" E, a distance of 202.95 feet (State deed 203.04 feet, Petrus deed 203.04 feet) to a 1/2" rebar capped set, from which a concrete highway monument found bears N 63 °41'22" W, 0.6 feet; N 26° 18'38" E, parallel to and 205 feet from the centerline of said Highway, a distance of 399.25 feet (State deed 400.00 feet, Petrus deed 399.43 feet) to a 1/2" rebar capped set, from which a broken concrete highway monument found bears N 63°41'22" W, 0.7 feet; N 32°45'49" E, a distance of 400.40 feet (State deed 402.52 feet, Petrus deed 400.30 feet) to a concrete highway monument found; N 26°18'38" E, parallel to and 250 feet from the centerline of said Highway, a distance of 399.87 feet (State deed 400.00 feet, Petrus deed 399.88 feet) to a cut "x" set in the concrete base of a 4" fence post, from which a concrete highway monument found bears N 63'41'22" W, 1.7 feet; N 14°59'24" E, a distance of 305.66 feet (State deed 305.94, Petrus deed 305.23 feet) to a broken concrete highway monument found; N 26°18'38" E, parallel to and 190 feet from the centerline of said Highway, a distance of 833.31 feet (State deed 832.74 feet, Petrus deed 833.65 feet) to the northwest corner of said Petrus TRACT 11 and the most westerly southwest corner of a remainder portion of Parcel No. 1 as described in deed to Denton-CJW Partners, Ltd., recorded in 98- 80036601, DRDCT, from which a 3/4" rebar found bears N 26°18'38" E, 67.65 feet (State deed 67.26 feet, Denton-CJW Partners, Ltd. Parcel No.I deed 67.40 feet; THENCE N 89°32'40" E, departing the southeasterly line of said Interstate Highway No. 35 West, along the north line of said Petrus TRACT II and a reentrant line of said Denton-CJW Partners, Ltd. Parcel No. 1 remainder portion, at a distance of 0.60 feet passing a 1 " rebar found, continuing a total distance of 1998.29 feet (Petrus deed 1997.83 feet, Denton-CJW Partners, Ltd. Parcel No. 1 deed 1997.71 feet) to a 1" rebar found at the most northerly northeast corner of said Petrus TRACT 11, said point lying in the west line of a called 88.547 acre tract of land as described in deed to the City of Denton, Texas, recorded in 2005-60562, DRDCT; THENCE S 00°47'37" E, along a reentrant line of said Petrus TRACT 11, the west line of said City of Denton called 88.547 acre tract, the west line of a tract of a called 40.355 acre tract of land as described in deed to the City of Denton, Texas, recorded in 2005-60563, DRDCT, and a west line of a remainder portion of said Denton-CJW Partners, Ltd. Parcel No. 1, at a distance of 2217.64 feet (Petrus deed 2217.65 feet, Denton-CJW Partners, Ltd. Parcel No. 1 deed 2217.66 feet) passing a 1 " rebar found at a reentrant corner of said Petrus TRACT 11, the most southerly southwest corner of a remainder portion of said Denton-CJW Partners, Ltd. Parcel No. 1, and the northwest corner of a tract of land as described in deed to the City of Denton, Texas, recorded in 2008-123172, DRDCT, from which a 1/2" rebar with a yellow plastic cap stamped "RPLS 4818" found bears N 00°47'37" W, 3080.95 feet (deeds 3080.82 feet), continuing along the west line of said City of Denton, Texas tract, a total distance of 5473.72 feet to a 1/2" rebar capped set in a gravel road in aforementioned Allred Road (a variable width non dedicated R:O.W.) at the southwest corner of said City of Denton, Texas tract, from which a 1/2" rebar capped set in gravel at the southeast corner of said City of Denton, Texas tract bears N 89°59'21" E, 2631.22 feet; THENCE S 89°59'21" W, within said Allred Road and along a reentrant line of said Petrus TRACT II, a distance of 926.14 feet to a 1/2" rebar found in asphalt pavement at an angle point in said Petrus TRACT 11 and the northeast corner of a tract of land as described in deed to Angela Dominguez and Michael John Barber, recorded in 99-R0058950, DRDCT; THENCE S 89°45'44" W, within said Allred Road and along a reentrant line of said Petrus TRACT 11 and the north line of said Dominguez and Barber tract, at a distance of 1125.33 feet (Dominguez and Barber deed 1125.54 feet) passing 1/2" rebar found in asphalt pavement at the northwest corner of said Dominguez and Barber tract and the northeast corner of a called 92.382 acre tract of land to Dentex Land, Cattle and Energy, LP, recorded in 2005-49231, DRDCT (last described in Volume 3129, Page 752, DRDCT), continuing within said Allred Road, along said reentrant line of said Petrus TRACT II and the north line of said Dentex tract, a total distance of 2122.22 feet (Petrus deed 2122.09 feet, adjoiner deeds 2121.54 feet) to a 1/2" rebar found in a gravel road at a reentrant corner of said Petrus TRACT 11 and the northwest corner of said Dentex tract; THENCE S 00°26'38" E, departing said Allred Road, along a reentrant line of said Petrus TRACT II and the west line of said Dentex tract, a distance of 2640.07 feet (Petrus deed 2639.77 feet, Dentex Deed 2640 feet) to a 1/2" rebar found in aforementioned Johnson Lane at a southeast corner of said Petrus TRACT II and the southwest corner of said Dentex tract, from which a 3/8" rebar found bears N 89°4757" E, 2091.77 feet and a 1/2" rebar found at the most northerly northeast corner of the aforementioned Wynne/Jackson Lakes Development L.P. tract recorded in 00-R0001755, DRDCT bears N 89°19'15" E, 751.65 feet; THENCE S 89°59'34" W, within said Johnson Lane and along a reentrant line of said Petrus TRACT 11, a distance of 2353.13 feet (Petrus deed 2353.07 feet) to the POINT OF BEGINNING and containing 31,241,168 square feet or 717.199 acres of land, of which approximately 0.049 acre in said Johnson Lane lies within an area of possible conflict with said Wynne/Jackson tract, SAVE & EXCEPT any rights to the public in and along said John Paine Road, said Allred Road, and said Johnson Lane. TRACT THREE PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 93.002 acre tract of land situated in the S. Pritchett Survey, Abstract No. 1004, the G. West Survey, Abstract No.1393, the 1. Byerly Survey, Abstract No. 1458, and the J. Dalton Survey, Abstract No. 353, Denton County, Texas, being a portion of TRACT III as described in deed to Petrus Investment, L.P., recorded in 98-RO117450, Deed Records, Denton County, Texas (DRDCT), and being more particularly described as follows: BEGINNING at a 1" rebar found on the northwest side of a 8" bois d' arc fence corner post at a reentrant corner of said Petrus TRACT III and the northwest corner of Parcel No. 2 as described in deed to Southwest Denton Joint Venture, recorded in 94-R0094865, DRDCT; THENCE S 00°26'10" E, along a reentrant line of said Petrus TRACT III and the west line of said Southwest Denton, J.V. Parcel No. 2, a distance of 996.98 feet (Petrus deed 997.02 feet, Parcel No. 2 deed 996.80 feet) to the most easterly northeast corner of a tract of land as described in deed to the State of Texas for F.M. 2449, recorded in Volume 537, Page 150, DRDCT, from which a 1" rebar found bears S 00°26'10" E, 0.28 feet (Petrus deed 0.2 feet); THENCE departing the west line of said Southwest Denton J.V. Parcel No. 2, along the northerly line of said F.M. 2449 and the south and west lines of said Petrus TRACT 111, as follows: Northwesterly, along a non tangent curve to the right, having a radius point that bears N 27°55'35" E, 5679.65 feet, a central angle of 00°57'38", an are distance of 95.21 feet (State deed 92.5 feet, Petrus deed 94.70 feet), and a chord that bears N 61 °35'36" W, 95.21 feet to a smooth 5/8" steel rod found at the point of tangency next to a broken wood highway monument found, and from which a smooth 5/8" steel rod found bears S 28°53'13" W, 100.00 feet; N 61 °06147" W, at a distance of 446.9 feet passing a wood highway monument found, at a distance of 1941.8 feet passing a wood highway monument found, continuing a total distance of 2320.45 feet (State deed 2318.1 feet, Petrus deed 2321.10 feet) to a smooth 5/8" steel rod found; N 00'16'25 " W, a distance of 99.92 feet (State deed 101.3 feet, Petrus deed 100.00 feet) to a 1/2" rebar found in asphalt pavement in Underwood Road (a variable width non dedicated R.O. W.); THENCE N 89°45'03" E, departing the northerly line of said F.M. 2449, within said Underwood Road, and along a reentrant line of said Petrus TRACT III, a distance of 986.31 feet (Petrus deed 986.30 feet) to a 1 " rebar found at a bend in said road, being a reentrant corner of said Petrus TRACT III and the southeast corner of TRACT I as described in deed to SLF 11 Cole property, L.P., recorded in 2005-12276, 2005-12277, and 2005-12278, DRDCT; THENCE N 01 ° 14' 19" E, within said Underwood Road, along a reentrant line of said Petrus TRACT III, and the east line of said Cole TRACT 1, a distance of 1106.15 feet (Petrus deed 1105.84 feet) to the most northerly northwest corner of the herein described tract of land, from which a 1/2" rebar found at an angle point in the east line of said Cole TRACT 1 and the northwest corner of a tract of land as described in deed to William Clinton Lynch and wife, Claudia P. Lynch, recorded in Volume 2981, Page 771, DRDCT bears N 01 ° 1419" E, 99.91 feet (Lynch deed 100.00 feet), and a 1/2" rebar found bears N 89°48'23" W, 0.32 feet; THENCE S 89°48'23" E, departing said Underwood Road and the east line of said Cole tract, along the south line of said Lynch tract, a distance of 1847.04 feet (Lynch deed 1847.30 feet) to a 1/2" rebar found at the southeast corner of said Lynch tract; THENCE S 00°25'00" E, along the east line of said Petrus TRACT III, at 150 feet crossing the middle of Hickory Creek, continuing a total distance of 427.73 feet (Petrus deed 427.73 feet) to the middle of said Hickory Creek where crossed again, from which a 1/2" rebar found bears S 00°25'00" E, 900.79 feet; THENCE along the centerline meanders of the old channel of said Hickory Creek, as follows: S 40°l 9'42" E, a distance of 256.75 feet; S 49°08'09" E, a distance of 333.56 feet; S 44°57'34" E, a distance of 94.76 feet; S 24°0010" E, a distance of 123.31. feet; S 01'41'16" W, a distance of 63.25 feet; S 07°24'36" W, a distance of 148.38 feet; S 02° 18'08" E, a distance of 131.60 feet to a rod with an aluminum cap stamped "Coleman & Assoc" found at the most easterly southeast corner of said Petrus TRACT III and the north line of aforementioned Southwest Denton J.V. Parcel No. 2, from which a cross-tie fence corner post found (now washed out) bore S 86°54' W, 67.9 feet (Petrus deed 67.5 feet) and a 1" rebar found at the southeast corner of a tract of land as described in deed to Terri J. Meador and Robert W. Hammer (description does not close), recorded in 94-R0094073, DRDCT bears N 89°33'11" E, 331.86 feet (Meador & Hammer deed 353.29 feet); THENCE S 89°33'11" W, departing said Hickory Creek, along a reentrant line of said Petrus TRACT III and the north line of said Southwest Denton, J.V. Parcel No. 2, at a distance of 579.23 feet passing a 1/2" rebar found at the northeast corner of a tract of land as described in deed to Crosstex DC Gathering Company JV, recorded in 2003-R0059356, DRDCT, at a distance of 1149.14 feet passing a 1/2" rebar found at the northwest corner of said Crosstex tract, said point being 0.46 feet north of line, continuing along said reentrant line of said Petrus TRACT III and the north line of said Southwest Denton J.V. Parcel No. 2, a total distance of 1271.86 feet (Petrus deed 1272.40 feet) to the POINT OF BEGINNING and containing 4,051,164 square feet or 93.002 acres of land. TRACT FOUR PROPERTY DESCRIPTION STATE OF TEXAS: COUNTY OF DENTON: BEING a 2.823 acre tract of land situated in the E. Pizano Survey, Abstract No. 994, Denton County, Texas, being all of TRACT IV as described in deed to Petrus Investment, L.P., recorded in 98-RO117450, Deed Records, Denton County, Texas (DRDCT) and being more particularly described as follows: BEGINNING at a 6" steel pipe fence corner post found at the southeast corner of said Petrus TRACT IV, the northeast corner of a tract of land as described in deed to I-35 and Crawford Road Partners, Ltd., recorded in 98-R0077377, DRDCT, and the south southeast corner of the former Alex McCutchin called 69.318 acre tract recorded in Volume 321, Page 42, DRDCT; THENCE N 87°53'45" W, along the south line of said Petrus TRACT IV and the north line of said 1-35 and Crawford Road Partners, Ltd. tract, at a distance of 189.6 feet passing a 1/2" rebar found 0.3 feet north of line, at a distance of 303.6 feet passing a 5/8" rebar found 0.6 feet south of line, continuing a total distance of 359.32 feet (Petrus deed 359.06 feet, I-35 and Crawford Road Partners, Ltd. deed 359.21 feet) to a broken concrete highway monument found in the southeasterly line of Interstate Highway No. 35 West (variable width R.O.W. per Volume 548, Page 449, DRDCT), at the southwest corner of said Petrus TRACT IV and the northwest corner of said I-35 and Crawford Road Partners, Ltd. tract; THENCE along the southeasterly line of Interstate Highway No. 35 West and the northwesterly line of said Petrus TRACT IV, as follows: N 29°23'45" E, parallel to and 215 feet from the centerline of said Highway, a distance of 154.20 feet (State deed 154.92 feet, Petrus deed 153.66 feet) to a broken concrete highway monument found; N 26°31'58" E, a distance of 500.52 feet (State deed 500.62 feet, Petrus deed 500.93 feet) to a broken concrete highway monument found; N 29°23'45" E, parallel to and 190 feet from the centerline of said Highway, a distance of 106.88 feet (State deed 106.62 feet, Petrus deed 106.75 feet) to a 1" rebar found at the north corner of said Petrus TRACT IV and the most westerly northwest corner of a tract of land as described in deed to Wynne/Jackson Lakes Development, LP, recorded in 00- R0001755, DRDCT, from which a steel pipe fence corner post found at the northwest corner of a remainder portion of a tract of land as described in deed to John W. Porter, Trustee, recorded in Volume 448, Page 78, DRDCT and a reentrant corner of said former Alex McCutchin called 69.318 acre tract bears N 00°36'39" W, 832.54 feet; THENCE S 00°36'39" E, departing the southeasterly line of Interstate Highway No. 35 West, along the east line of said Petrus TRACT IV and the west line of said Wynne/Jackson tract, at a called distance of 499.36 feet passing the most westerly southwest corner of said Wynne/Jackson tract and the northwest corner of a tract of land to Pac Group, Ltd., recorded in 2001-R0046668, DRDCT (document does not contain a property description), continuing along the east line of said Petrus TRACT IV and the west line of said Pac Group, Ltd. tract, a total distance of 688.51 feet (Petrus deed 689.05 feet) to the POINT OF BEGINNING and containing 122,966 square feet or 2.823 acres of land. Exhibit B Supplement to Zoning and Development Standards Document Exhibit B of Ordinance 2008-286, the Inspiration MPC zoning ordinance, is amended by supplementation, to incorporate the following "exceptions" to Subchapter 22, Gas Well Drilling and Production, of the Denton Development Code, and to Subchapter 16, Subdivisions, of the Denton Development Code. Exhibit B of Ordinance 2008-286 is further amended to delete the NR-1 (N) zoning classification throughout, to show gas wells as permitted uses in all zoning districts in the use tables at pages 4 and 8, and to delete note IL(9) on page 10. All references are to Sections and Subsections of the Denton Development Code. A. Section 35.22.2 is excepted to add the following definitions: Gas Well Permit means a gas well permit applied for and issued or denied under Subchapter 22 authorizing the drilling, completion, production, operation, and re-work of one or more gas wells on a Gas Well Site. Gas Well Site means a pad-site area from which gas drilling, completion, production, operation, and rework activities will be conducted including, without limitation, (i) existing Gas Well Sites 7, 10, F, J, and M shown on the Development Plan Map, and (ii) future Gas Well Sites C and L shown on the Development Plan Map. Any distance specified to a Gas Well Site means the shortest distance to any point on the perimeter of the Gas Well Site. Proiect. For the limited purpose of determining local permit rights for gas wells under Chapter 245 of the Texas Local Government Code, as amended or superseded, a "project" means a Gas Well Site specified in a Gas Well Development Plat application or Gas Well Permit application. All future gas wells contemplated by an approved Gas Well Development Plat for a given Gas Well Site, including all drilling, completion, production, operation, and re-work activities conducted on the site, are components of the "project defined by the approved Gas Well Development Plat as of the date of application for that Gas Well Development Plat, and all future gas wells therein contemplated shall be considered on the basis of the development standards existing, and not exempted from local permit protection, on the date that the first Gas Well Permit or Gas Well Development Plat contemplated by the "project" is applied for, or as subsequently agreed to by the applicant as provided by §245.002(d) of the Texas Local Government Code, as amended or superseded. Such "projects" are subject to expiration concurrently with the expiration of a Gas Well Development Plat as defined by Section 35.16.19. E. of the Denton Development Code (subject to the exception described below), and permit applications for Gas Well Permits are subject to expiration as provided in §245.002(e) of the Texas Local Government Code, as amended or superseded. No local permit rights shall act to preempt enforcement of laws, regulations, or development standards exempted by §245.004 of the Texas Local Government Code, as amended or superseded. Protected Use means a residence, church, hospital, public library, institution, school, or public park. Wellhead means the location at which the center of any gas well bore penetrates the surface of the land. B. Section 35.22.3 exceptions: Section 35.22.3 is excepted to add a subsection "F" to read as follows: F. The drilling and production of gas shall be allowed by right within the boundaries of the Inspiration MPC except within the "No Drill Zones" shown on the Development Plan Map. The maximum number of Gas Well Sites within the Inspiration MPC shall be nineteen (19), with no more than four (4) sites located west of the power line easement shown on the Development Plan Map, including the positions labeled as sites 7, C, and 10, and no more than fifteen (15) sites located east of the power line easement shown on the Development Plan Map. Section 35.22.3.C. is excepted to read as follows: C. A Gas Well Permit shall automatically terminate, unless extended by the Fire Marshal as hereinafter provided, if drilling of the first well (or a new well) within a Gas Well Site is not commenced within one year from the date the Gas Well Permit is issued. If drilling of the first well (or a new well) within a Gas Well Site is commenced within one year from the date the Gas Well Permit is issued, the Gas Well Permit shall continue with respect to drilling, completion, production, operation, and re-work activities for all wells covered by the permit until all the wells are abandoned and the site restored. Subsections A and B of Section 35.22.3 are excepted as applied to Gas Well Sites 7, 10, C, and L to substitute (i) "seven hundred fifty feet (750')" wherever "five hundred feet (500')" appears and (ii) "five hundred feet (500')" wherever "two hundred fifty feet (250')" appears. C. Section 35.22.4 is excepted to append a new subsection E, to read as follows: E. Drilling and production of gas may be conducted within the Inspiration MPC without obtaining either a Specific Use Permit or Planned Development Zoning District. D. Subsection 35.22.5.A.2.b is excepted to a end the followin : From and after any new well is drilled and completed on Gas Well Sites 7, 10, C, or L, a masonry screening wall at least eight feet (8') high shall be constructed to screen a Protected Use structure, for which: (i) a certificate of occupancy or permit has been issued, and (ii) the nearest edge of which structure is within seven hundred fifty feet (750') from any above-grade improvements within the Gas Well Site. The wall shall be constructed within 60 days after the end of the first six-month period (beginning when drilling and completion activities for the new well have been completed) during which there are no ongoing drilling, completion, or re-work activities within the Gas Well Site. The wall shall be constructed along the full length of the Gas Well Site that faces the Protected Use structure and for a distance of at least fifty feet (50') perpendicular to each end of the facing wall and directed toward the interior of the Gas Well Site. The wall shall be designed and constructed to be architecturally compatible with the surrounding development E. Subsection 35.22.5.A.3.b is excepted as follows: Directional lighting shall be provided as required by the Occupational Safety and Health Administration (OSHA) standards, or by any other applicable regulatory agency, during drilling, completion, production, operation, and re-work activities. Directional lighting shall be installed and maintained in such a manner as to shield the light source element from current and future residential structures. F. Subsection 35.22.5.A.3.c is excepted to append the followin : During drilling activities on Gas Well Sites 7, 10, C, and L, the operator shall install, monitor, and maintain an atmospheric monitor to detect the accumulation of methane gas at or above the lower explosive limit, and shall immediately notify the Fire Department of any readings in excess of that limit, and shall take further corrective action as directed by the Fire Marshal. The operator shall monitor each Gas Well Site for compliance with all state and local regulatory requirements on a daily basis during drilling and completion (including fracturing) activities and shall document any violations in a quarterly report delivered to the Director of Planning and Development. G. Subsection 35.22.5.A.3.d is excepted to add the following additional subsections a licable to Gas Well Sites 7 10, C and L onl : 1. A noise mitigation plan shall be prepared for any Protected Use structure for which a certificate of occupancy has been issued or final inspection performed if the nearest edge of the structure is within seven hundred fifty feet (750") of a Wellhead. 2. The noise level for drilling, completion, production, operation, and re-work activities shall not exceed 79 decibels measured at any point seven hundred and fifty feet (750') from the Gas Well Site. During drilling and completion, the operator shall monitor noise levels to determine compliance. H. Subsection 35.22.A.3.e. is excepted to a end the following as subsection CO: (i) For Gas Well Sites 7, 10, C, and L, there shall be no venting of gas into the open air except as approved by the Fire Marshal. When authorized by the Texas Railroad Commission, fiaring"shall be restricted to the hours of 8:00 am to 5:00 pm, Monday through Friday, and from 11:00 am to 5:00 pm on Saturdays and Sundays, unless there is an emergency that presents an imminent threat to life or property. Any such emergency shall be documented and justified in a report delivered to the Fire Marshal or gas well inspector within 48 hours after the emergency. 1. Subsection 35.22.5.A.3.f is excepted to append the following as subsection f (i) For Gas Well Sites 7, 10, and C, vehicular access for drilling, completion, production, and re-work activities will be limited to the eastern perimeters of the sites. J. Subsection 35.22.5.A.4. is excepted to append the following as subsection (e) For Gas Well Sites 7, 10, C, and L, storage tanks and separators may not exceed eight feet (8') in height. K. Subsections 35.22.10.F.3 and 35.22.10.F.4 are excepted as follows: 3. Each Gas Well Permit issued by the Fire Marshal shall specify the date by which drilling shall commence on at least one well covered by the permit otherwise the permit expires (such date shall not be less than one year after the date of issuance). A six-month extension shall be granted by the Fire Marshal if the operator can demonstrate that the regulatory standards applicable to the permit have not changed. A one-year extension may be granted by the Fire Marshal if the operator can demonstrate that the regulatory standards applicable to the permit have not changed. 4. Each Gas Well Permit issued by the Fire Marshal shall specify that if drilling is commenced on at least one well covered by the permit prior to the expiration of the permit, then the permit shall continue with respect to drilling, completion, production, operation, and re-work activities for all wells covered by the permit until all the wells are abandoned and the site restored. L. Section 35.16.19.E. is excepted to read as follows: A Gas Well Development Plat shall expire two (2) years after it is approved unless within such two-year period improvements have been commenced within the Gas Well Site. "Commencement of improvements" includes, but is not limited to, (i) substantial completion of grading and other site-preparation work necessary to create a pad site upon which drilling can commence, or (ii) the construction of gas pipelines to the perimeter of the Gas Well Site. If improvements are commenced within such two-year period, the Gas Well Development Plat shall continue with respect to drilling, completion, production, operation, and re-work activities for all wells covered by the plat until all the wells have been abandoned and the site restored. The applicant may submit to the Fire Marshal written requests for extensions of a Gas Well Development Plat, together with documentation showing costs incurred to justify the requests. For so long as a Gas Well Development Plat continues, drilling, completion, production, operation, and re- work activities may be conducted within the Gas Well Site covered by the plat in the manner and to the extent that such activities could have been conducted within the site on the date the application for the Gas Well Development Plat was filed. M. Section 35.20.2.M.3 is excepted to add subsection "a" as follows: As a supplemental condition of plat approval for any phase of development within the Inspiration MPC that is accessed primarily from Robson Ranch Road, if the City Engineer or Development Review Engineering Administrator determines from a transportation impact analysis that improvements are required to the 1-35W underpass to accommodate the impacts of the Inspiration MPC development, the developer shall fund or construct those improvements, subject only to the developer's statutory right to challenge the proportionality of such requirements pursuant to Section 212.904 of the Texas Local Government Code, as amended or superseded, and pursuant to the Section 35.3.12 (or its successor provisions) of the Denton Development Code. The scope of the proportionality review conducted pursuant to Section 35.3.12 shall be limited to the impact of the proposed Inspiration MPC development on the 1-35W underpass. This specific additional requirement shall not apply to any phase of the Inspiration MPC development that takes access primarily from any other public road external to the Inspiration MPC development. This requirement is not subject to variances that might otherwise apply under the Denton Development Code, criteria manuals, statute, or common law. Exhibit C Amended Development Plan Map Exhibit C of Ordinance 2008-286, (the Inspiration MPC Development Plan Map) is superseded and replaced by this revised Development Plan Map showing, among other things, the removal of former Gas Well Site D and the relocation of other Gas Well Sites. Jul ~s L; N C. 33 f 4 1 a: T-li Q 1 k:wd: This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $64,000,000 in principal amount of "City of Denton Certificates of Obligation, Series 2010"; authorizing the issuance of the certificates; approving and authorizing instruments and procedures relating to said certificates; and enacting other provisions relating to the subject. BACKGROUND On April 20, 2010, the City Council adopted Ordinance No. 2010-103 directing the publication of a Notice of Intention to issue Certificates of Obligation of the City of Denton. The notice, which included a maximum par amount of $64,000,000, was published on April 27, 2010 and May 4, 2010 in the Denton Record Chronicle, as required by state law. The certificates will provide funding of $63,110,000 for project costs. The additional $890,000 is for the cost of issuance and to allow flexibility in marketing and pricing the sale. Staff anticipates the sale of $2,880,000 in COs for General Government, which is less than originally intended in the 2009-10 Capital Improvement Program (CIP). The decrease is due to a reduction in the number of vehicles requiring replacement and the elimination of the fuel facility (island) project, which has since received other funding sources. Below is a listing of CO funded projects for General Government's 2009-10 CIP: 1. JDEdwards System Enhancements - $ 250,000 2. Vehicle Replacements - $1,580,000 3. Municipal Court Software - $ 300 000 4. Facility Maintenance Program - $ 750,000 Staff anticipates the sale of $8,690,000 in COs for Solid Waste projects. Below is a listing of CO funded projects for Solid Waste's 2009-10 CIP: 1. All Terrain Off-Road Vehicle - $ 24,000 2. Appliance Truck - $ 70,000 3. Automated Side Load Truck - $ 258,000 4. Commercial Container Equipment/Maintenance - $ 355,000 5. Fork Lift - $ 80,000 6. Front Load Truck - $ 258,000 7. Ground Water Wells - $ 110,000 8. Home Chemical Building Improvements - $ 65,000 9. Integrated Waste Management System - $1,800,000 Agenda Information Sheet June 15, 2010 Page 2 10. Knucleboom Truck - $ 97,000 11. Landfill Expansion - $1,500,000 12. Landfill Improvements - $ 260,000 13. Landfill Security - $ 160,000 14. Landfill Security Fence/Wall - $ 650,000 15. Landfill Software & Upgrades - $ 150,000 16. Leachate Recirculation - $ 70,000 17. LFG Line Construction - $ 50,000 18. Mechanical Processing Equipment - $ 450,000 19. Rear Load Truck - $ 230,000 20. Recycling Cart Replacements - $ 100,000 21. Recycling Commercial Containers - $ 155,000 22. Recycling Facility Upgrades - $ 16,000 23. Residential Container Equipment/Assembly - $ 115,000 24. Residential Container Equipment/Maintenance - $ 92,000 25. Roll Off Truck with Hoise - $ 170,000 26. Security-Buildings & Parking Lots - $ 40,000 27. Slope Mower - $ 120,000 28. Solid Waste Equipment - $ 100,000 29. Solid Waste Equipment & Tire Wash - $ 450,000 30. Solid Waste Equipment/Rebuilds - $ 510,000 31. Solid Waste Management Planning - $ 110,000 32. Turf Mower - $ 25,000 33. Waste to Energy Pilot - $ 50,000 Staff anticipates the sale of $51,540,000 in Utility System Debt for Electric, Water and Wastewater projects. Below is a listing of Utility System Debt funded projects for the 2009-10 CIP: 1. Lewisville Water Treatment Plant Rehabilitation - $13,000,000 2. Wet Weather Peak Flow Station (Wastewater) - $ 850,000 3. Hickory Creek Lift Station (Wastewater) - $ 125,000 4. McKinney Street Util. Relocate (Wastewater) - $ 275,000 5. Pecan Creek Interceptor III Design (Wastewater) - $ 520,000 6. Pecan Creek Interceptor IV Design (Wastewater) - $ 380,000 7. Barrow Lift Station (Wastewater) - $ 350,000 8. Hwy 380 West (Wastewater) - $ 1,500,000 9. Effluent Reuse (Wastewater) - $ 25,000 10. Rehab of Pump Station #2 (Wastewater) - $ 275,000 11. Oversize Projects (Wastewater) - $ 200,000 12. Automated Meter Reading (Electric) - $ 1,090,000 13. Building Construction (Electric) - $ 2,719,000 14. Communications Equipment (Electric) - $ 897,000 15. Distribution Transformers (Electric) - $ 316,000 16. Feeder Extension & Improvements (Electric) - $ 6,330,000 17. New Residential & Commercial Lines (Electric) - $ 2,575,000 18. Distribution Substation (Electric) - $ 7,759,000 Agenda Information Sheet June 15, 2010 Page 3 19. Transmission Lines (Electric) - $ 6,280,000 20. Transmission Substations (Electric) - $ 4,920,000 21. Meters (Electric) - $ 363,000 22. Office Furniture & Equipment (Electric) - $ 75,000 23. Over/Under Conversions (Electric) - $ 230,000 24. Street Lights (Electric) - $ 421,000 25. Tools & Shop Equipment (Electric) - $ 65,000 Typically, debt associated with the utility system has been sold as revenue bonds. These bonds have a lower underlying credit rating (Aa2/A+) than General Obligation (GO) bonds, and as a result, cost more to issue. To counteract this issue, revenue bonds have been sold with bond insurance to reduce the interest cost. However, as a result of the recent financial crisis, bond insurance is now difficult to acquire at a reasonable cost or even at all. As part of our efforts to review departmental operations for savings, staff has considered alternative methods to issue utility system debt at a more reasonable cost. Instead of issuing typical utility system revenue bonds, it is possible to issue COs at a substantial savings. This is due to a higher overall credit rating (Aa2/AA) of the City and the elimination of a bond reserve requirement. As reflected in the attached utility system financing analysis (Exhibit 5), it is estimated that a potential savings of $1,041,130 could be realized if COs are issued rather than revenue bonds for the proposed utility system debt. If the debt is issued in this manner, the debt will be guaranteed by the full faith and credit of the City, not just the utility system revenues. As such, the City Council has requested that staff consider a method for utility departments to "repay" the taxpayer for their guarantee of the utility system debt. Staff will present various options for the City Council to consider during the upcoming budget process for FY 2010-11. Staff has discussed the possibility of issuing the bonds in this manner with our Bond Counsel and City Attorney. According to our legal staff, the City has the authority to issue the debt in this fashion. In addition, our Financial Advisor has been consulted and no adverse impact to the City has been identified. If approved by the City Council, the certificates will be sold through a competitive bid process. The City's financial advisor, First Southwest Company, will accept bids on June 15, 2010, with the closing and delivery of funds planned for July 20, 2010. Interest rates, pricing and all other information from the successful bidder will be included in the finalized Official Statement following the City Council's award of the bid. For your review, staff has attached a copy of the ordinance and preliminary official statement. Concurrently with the sale of the COs, the City anticipates the sale of approximately $4,115,000 of General Obligation bonds to fund projects approved by voters in 2005. RECOMMENDATION Staff recommends approval of the ordinance. Agenda Information Sheet June 15, 2010 Page 4 PRIOR ACTION/REVIEW (Council/Boards/Commissions) On April 5, 2010, the Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. On April 20, 2010, the City Council adopted Ordinance No. 2010-103 directing the publication of Notice of Intention to issue Certificates of Obligation of the City of Denton totaling $64,000,000. EXHIBITS 1. Ordinance 2. Notice of Sale 3. Preliminary Official Statement 4. Preliminary Schedule - Certificates of Obligation, Series 2010 5. Utility System Financing Analysis 6. Paying Agent/Registrar Agreement Respectfully submitted, Bryan Langley Director of Finance ORDINANCE NO. 2010- AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO $64,000,000 IN PRINCIPAL AMOUNT OF "CITY OF DENTON CERTIFICATES OF OBLIGATION, SERIES 2010"; AUTHORIZING THE ISSUANCE OF THE CERTIFICATES; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID CERTIFICATES; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, the City Council of the City of Denton, Texas (the "Issuer"), deems it advisable to issue Certificates of Obligation in the amount of $64,000,000 for the purposes hereinafter set forth; and WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Texas Local Government Code and Subchapter B, Chapter 1502, Texas Government Code; and WHEREAS, the City Council has heretofore passed a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates of Obligation, and said notice has been duly published in a newspaper of general circulation in said Issuer, said newspaper being a "newspaper" as defined in §2051.044, Texas Government Code; and WHEREAS, the Issuer received no petition from the qualified electors of the Issuer protesting the issuance of such Certificates of Obligation; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code Chapter 551; Now, Therefore THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The Certificates of Obligation of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $64,000,000, for the purpose of paying all or a portion of the Issuer's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Issuer's waterworks and sewer system; (b) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Issuer's electric light and power system; (c) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements the Issuer's solid waste disposal system; (d) renovations to, and equipping of, existing municipal buildings, including Main City Hall; and (e) acquisition of vehicles and equipment for the Issuer's motor pool; and also for the purpose of paying all or a portion of the Issuer's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said Certificates of Obligation (collectively, the "Projects"). Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES AND INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be designated: "CITY OF DENTON CERTIFICATE OF OBLIGATION, SERIES 2010," and initially there shall be issued, sold, and delivered hereunder one fully registered certificate, without interest coupons, dated June 15, 2010, in the principal amount stated above and in the denominations hereinafter stated, numbered T 1, with certificates issued in replacement thereof being in the denominations and principal amounts hereinafter stated and numbered consecutively from R I upward, payable to the respective Registered Owners thereof (with the initial certificate being made payable to the initial purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said certificates shall mature and be payable serially on February 15 in each of the years and in the principal amounts, respectively, and shall bear interest from the dates set forth in the FORM OF CERTIFICATE set forth in Section 4 of this Ordinance to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the following schedule: Principal Interest Principal Interest Years Amount Rates Years Amount Rates 2011 $ % 2021 $ % 2012 2022 2013 2023 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates of obligation initially issued and delivered pursuant to this Ordinance and all substitute certificates of obligation exchanged therefor, as well as all other substitute certificates of obligation and replacement certificates of obligation issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. Section 3. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration, Transfer, Conversion and Exchange;, Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, (the "Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations oftransfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and 2 delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing j body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General") and registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"). (b) Payment of Certificates and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 50 days prior to any such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificate initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. 3 (d) Pa ing_Agent/Registrar for the Certificates. The Issuer covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be a single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Authentication. Except as provided below, no Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate ofPaying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It. shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Certificate delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Certificate has been duly approved by the Attorney General and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (f) Book-Entry-Only System , The Certificates issued in exchange for the Certificate initially issued to the initial purchaser specified herein shall be initially issued in the form of a separate single fully registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (g) hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than aRegistered Owner of Certificates, as shown on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Certificates, as shown in the Registration 4 Books of any amount with respect to principal of or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal and interest with respect to such Certificate, for the purpose of registering transfers with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. The previous execution and delivery of the Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Certificates. (g) Successor Securities Depository. Transfers Outside Book-Entry-Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants ofthe appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate certificated Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. (h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC. (i) Cancellation of Initial Certificate. On the closing date, one initial Certificate representing the entire principal amount of the Certificates, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such purchaser or its designee. Upon payment for the initial Certificate, the Paying Agent/Registrar shall cancel the initial Certificate and deliver to DTC on behalf of such purchaser one registered definitive Certificate for each year ofmaturity of the Certificates, in the aggregate principal amount of all of the Certificates for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC. 5 (j) Conditional Notice of Redemption. With respect to any optional redemption of the Certificates, unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying Agent/Registraes Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. (a) [Form of Certificate] NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF DENTON $ CERTIFICATE OF OBLIGATION SERIES 2010 Interest Rate Dated Date Maturity Date CUSIP No. June 15, 2010 February 15, REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30- day months) from June 15, 2010 at the Interest Rate per annum specified above. Interest is payable on February 15, 2011 and semiannually on each August 15 and February 15 thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate 6 or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice ofthe Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner of a Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Certificate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one ofa series of Certificates dated June 15, 2010, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $64,000,000 for the purpose of paying all or a portion of the Issuer's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Issuer's waterworks and sewer system; (b) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Issuer's electric light and power system; (c) acquiring, constructing, 7 installing and equipping additions, extensions, renovations and improvements the Issuer's solid waste disposal system; (d) renovations to, and equipping of, existing municipal buildings, including Main City Hall; and (e) acquisition of vehicles and equipment for the Issuer's motor pool; and also for the purpose of paying all or a portion of the Issuer's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said Certificates. ON FEBRUARY 15, 2020, or on any date thereafter, the Certificates of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Certificates, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. THE CERTIFICATES scheduled to mature on in the years and ( the "Term Certificates") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Certificates, on the dates and in the respective principal amounts, set forth in the following schedule: Term Certificate Term Certificate Maturity: Maturity: Principal Principal Mandatory Redem tion Date Amount Mandator Redem tion Date Amount (maturity) (maturity) The principal amount of Term Certificates of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof that are to be so redeemed. If such written 8 notice of redemption is sent and if due provision for such payment is made, all as provided above, the Certificates or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Certificate Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Certificates called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received and shall rescind the redemption. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Certificates, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this Certificate may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Certificates. 9 IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law; and that this Certificate is additionally secured by and payable from a limited pledge (not to exceed $1,000) of the surplus revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of the Issuer's combined waterworks system, sanitary sewer system, and electric light and power system), all as provided in the Certificate Ordinance.. THE ISSUER HAS RESERVED THE RIGHT to issue, in accordance with law, and in accordance with the Certificate Ordinance, other and additional obligations, and to enter into contracts, payable from ad valorem taxes and/or revenues ofthe Issuer's Utility System, on a parity with, or with respect to said revenues, superior in lien to, this Certificate. THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a majority in aggregate principal amount of the outstanding Certificates. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Major Pro-Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate. (signature) (signature) City Secretary Mayor (SEAL) (INSERT BOND INSURANCE LEGEND, IF ANY) (b) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a 10 series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: The Bank of New York Mellon Trust Company, National Association, Dallas, Texas Paying Agent/Registrar By: Authorized Representative 11 (c) [Form of Assignment] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee.) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature above must correspond eligible guarantor institution participating in a with the name of the Registered Owner as it securities transfer association recognized appears upon the front of this Certificate in every signature guarantee program. particular, without alteration or.enlargement or any change whatsoever. (d) [Form of Comptroller's Registration Certificate] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Certificate of Obligation has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate of Obligation has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) 12 (e) [Initial Certificate Insertions] (i) The initial Certificate shall be in the form set forth in paragraph (a) of this Section, except that: A. immediately under the name of the Certificate, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF DENTON, TEXAS, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Installments Interest Rates (Information from Section 2 to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360- day year of twelve 30-day months) from June 15, 2010 at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2011, and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full." C. The Initial Certificate shall be numbered "T-1." Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES. (a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Certificates, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for and on account of the Certificates, together with any accrued interest received upon sale of the Certificates, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Certificates or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Certificates as such principal matures or is scheduled for redemption (but never less than 2% of the original principal amount of the Certificates as a sinking fund each year). Said tax shall be based on 13 the latest approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Certificates or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. (b) The Certificates are additionally secured by revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of its combined waterworks system, sanitary sewer system, and electric light and power system) that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) or contractual obligations (now or hereafter existing) which are payable from all or any part ofthe net revenues of the Issuer's Utility System, constituting "Surplus Revenues", not to exceed $1,000. The Issuer shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to this Section, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of this Section, if Surplus Revenues or other lawfully available moneys of the Issuer are actually on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to subsection (a) of this Section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund. If Surplus Revenues are budgeted and appropriated for deposit into the Interest and Sinking Fund, the Issuer: (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1/12th of the annual debt service on the Certificates to be paid from Surplus Revenues until the amount on deposit in the Interest and Sinking Fund equals the amount required for annual debt service on the Certificates; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Certificates; and (iii) shall at all times maintain and collect sufficient Utility System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the Utility System, produce revenues in an amount not less than the debt service requirements of all outstanding Utility System revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the Utility System and for which the Issuer is budgeting the repayment of such obligations from the revenues of the Utility System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available funds except Utility System rates and charges, sufficient for the repayment of Utility System debt service requirements. (c) Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Certificates are outstanding and unpaid, the result of such amendment being that the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the Registered Owners of the Certificates a 14 security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. Section 6. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (I) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the Registered Owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction ofthe Issuer be invested in Government Obligations, maturing in the amounts and times as here inbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Government Obligations are held for the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in Government Obligations or the substitution of other Government Obligations upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political 15 subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement, Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Certificate shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Char a for Issuing Replacement Certificates. Prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Sec. 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Certificate without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in 16 the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates issued in conversion and exchange for other Certificates. Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the Attorney General, and their registration by the Comptroller. Upon registration of the Certificates said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer. (b) The obligation of the initial purchaser to accept delivery of the Certificates is subject to the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Certificates to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with the issuance, sale and delivery of the Certificates is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Certificates as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; 17 (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(e) of the Code; (4) to refrain from taking any action that would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Certificates, other than investment property acquired with - (A) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the Certificateholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Certificates, the 18 Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. (d) Allocation of, and Limitation on, Expenditures for the Projects. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition of the Projects on its books and records by allocating proceeds to expenditures within 1$ months of the later of the date that (1) the expenditure is made, or (2) the Projects is completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the Certificates or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the status, for federal income tax purposes, of the Certificates or the interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. (e) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion ofnationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. (f) Reimbursement. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. Section 10. SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Certificates are hereby sold and shall be delivered to , (the" Purchaser") for cash for the par value thereof and accrued interest thereon to date of delivery, plus a cash premium of $ . The Certificates shall initially be registered in the name of such purchaser or its designee. It is officially found, determined, and declared that the Certificates have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Notice of Sale and Bidding Instructions and Preliminary Official Statement prepared and distributed in connection with the sale of the Certificates. Said Notice of Sale and Bidding Instructions and Preliminary Official Statement, and any addenda, supplement, or amendment thereto have been and are hereby approved by the governing body of the Issuer, and their use in the offer and sale of the Certificates is hereby approved. The Initial Certificate shall be registered in the name of the Purchaser or its designee. 19 (b) The Issuer hereby approves the form and content of the Official Statement relating to the Certificates and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Certificates by the Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated June 2010, prior to the date hereof is hereby ratified an d confirmed. (c) The Mayor and Mayor Pro Tern, the City Manager and City Secretary and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the sale of the Certificates, the Notice of Sale and Bidding Instructions and the Official Statement. In case any officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived from the investment of proceeds from the sale ofthe Certificates shall be used along with other Certificate proceeds for the Projects; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on Certificate proceeds that are required to be rebated to the United States of America pursuant to Section 9 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 12. CONSTRUCTION FUND. (a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a separate fund to be entitled the "Series 2010 Certificates of Obligation Construction Fund" (the "Construction Fund") for use by the Issuer for payment of all lawful costs associated with the acquisition and construction of the Projects as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in said fund shall be transferred to the Interest and Sinking fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5 of this Ordinance. (b) The Issuer may invest proceeds of the Certificates (including investment earnings thereon) and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the purposes for which the Certificates are issued. (c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 13. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: 20 "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual_ Reports. (i) The Issuer shall provide annually to the MSRB, in a designated electronic format as prescribed by the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit A hereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not completed within such period, then the Issuer shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. (c) Material Event Notices. The Issuer shall notify the MSRB, in a designated electronic format as prescribed by the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The Issuer shall notify the MSRB of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations Disclaimers and Amendments. 21 (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes the Certificates no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the Registered Owners and beneficial owners of the Certificates. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. 22 Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal amount a majority of the aggregate principal amount of then outstanding Certificates that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to: (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or (S) Change the minimum percentage of the principal amount of Certificates necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each Registered Owner of the affected Certificates a copy of the proposed amendment and cause notice ofthe proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Certificates. (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all of the Certificates then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. 23 (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future folders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority in aggregate principal amount ofthe affected Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon the registration of the ownership of such Certificates on the registration books kept by the Paying AgenvRegistrar. Section 15. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights ofthe Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to 24 every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the Issuer or the members of its governing body. Section 16. APPROPRIATION. To pay the debt service coming due on the Certificates prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Certificates, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. Section 17. DISPOSITION OF FUNDS. The accrued interest received from the sale ofthe Certificates in the amount of $ shall be deposited to the Interest and Sinking Fund. The premium received from the sale of the Certificates in the amount of $ shall be applied as follows: the sum of $ shall be applied to pay costs of issuance; and the sum of $ shall be deposited into the Construction Fund to be used for the payment of all lawful costs associated with the acquisition and construction of the Projects as hereinbefore provided. The remainder of the proceeds of the sale of the Certificates in the amount of $ shall be deposited to a Construction Fund to be used for the payment of all lawful costs associated with the acquisition and construction ofthe Projects as hereinbefore provided. [Section 18. INSURANCE. The Issuer approves the insurance of the Certificates by (the "Insurer"), and the payment of the premium for such insurance, and agrees to comply with the terms of the bond insurance commitment as set forth in Exhibit B and incorporated herein.] Section 19. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. Section 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. [Execution page follows] 25 PASSED, APPROVED AND EFFECTIVE this June 15, 2010. Mayor, City of Denton, Texas ATTEST: City Secretary, City of Denton, Texas APPROVED AS TO LEGAL FORM: AA A ~a City Attorney, City of Denton, Texas EXHIBIT A Annual Financial Statements and Operating Data The following information is referred to in Section 13(b) of this Ordinance: The financial information and operating data with respect to the Issuer to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: Tables I through 5, inclusive, and 7 through 14, inclusive APPENDIX B (FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL YEAR WHICH WILL BE UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH EVENT THE AUDITED FINANCIAL STATEMENTS WILL BE MADE AVAILABLE) Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph above. A-1 EXHIBIT B PROVISIONS RELATING TO MUNICIPAL BOND INSURANCE B-1 NOTICE OF SALE AND BIDDING INSTRUCTIONS ON $61,085,000 tr1 CITY OF DENTON, TEXAS (Denton County) CERTIFICATES OF OBLIGATION, SERIES 2010 Sealed Bids Due Tuesday, June 15, 2010, at 11:00 AM, CDT THE CERTIFICATES WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS THE SALE CERTIFICATES OFFERED FOR SALE AT COMPETITIVE BIDDING The City of Denton, Texas (the "City") is offering for sale its $61,085,000 n) Certificates of Obligation, Series 2010 (the "Certificates"). Bidders may submit bids for the Certificates by any of the following methods: (1) Deliver bids directly to the City as described below in "Bids Delivered to the City;" (2) Submit bids electronically as described below in "Electronic Bidding Procedures;" or (3) Submit bids by telephone or facsimile as described below in "Bids by Telephone or Facsimile." BIDS DELIVERED TO CITY Sealed bids, plainly marked "Bid for Certificates," should be addressed to "Mayor and City Council, City of Denton, Texas," and should be delivered to the City's Financial Advisor at 777 Main Street, Suite 1200, Fort Worth, Texas 76102, prior to 11:00 AM, CDT, on the date of the sale. ELECTRONIC BIDDING PROCEDURE Any prospective bidder that intends to submit an electronic bid must Submit its electronic bid through the facilities of PARITY. Subscription to i-Deal's BIDCOMP Competitive Bidding System is required in order to submit an electronic bid. The City will neither confirm any subscription nor be responsible for the failure of any prospective bidder to subscribe. Bidders Submitting an electronic bid shall not be required to submit Official Bid Forms prior to award. An electronic bid made through the facilities of PARITY shall be deemed an irrevocable offer to purchase the Certificates on the terms provided in this Notice of Sale, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. The City shall not be responsible for any malfunction or mistake made by, or as a result of the use of the facilities of, PARITY, the use of such facilities being the sole risk of the prospective bidder. If any provisions of the Notice of Sale shall conflict with information provided by PARITY as the approved provider of electronic bidding services, this Notice of Sale shall control. Further information about PARITY, including any fee charged, may be obtained from Parity Customer Support, 40 West 23rd Street, 5th Floor, New York, New York 10010, (212) 404-8102. For purposes of the bidding process, regardless of the bidding method, the time as maintained by i-Deal shall constitute the official time. For information purposes only, bidders are requested to state in their electronic bids the true interest cost to the City, as described under "Basis for Award" below. All electronic bids shall be deemed to incorporate the provisions of this Notice of Sale and the Official Bid Form. The winning bidder shall submit a signed bid form if not previously submitted. BIDS BY TELEPHONE OR FACSIMILE . . . Bidders must submit, prior to June 15, 2010, SIGNED Official Bid Forms to David Medanich, First Southwest Company, 777 Main Street, Suite 1200, Fort Worth, Texas 76102, and submit their bid by telephone or facsimile (fax) on the date of the sale. Telephone bids will be accepted at (817) 332-9710, between 10:00 AM, CDT and 11:00 AM, CDT on the date of the sale. Fax bids will be received between 10:00 AM, CDT and 11:00 AM, CDT, on the date of the sale at (817) 336-5572, attention: Rhonda Van Iderstine. First Southwest Company will not be responsible for submitting any bids received after the above deadlines. The City and First Southwest Company are not responsible if such telephone or facsimile numbers are busy which prevents a bid or bids from being submitted on a timely basis. First Southwest Company assumes no responsibility or liability with respect to any irregularities associated with the submission of bids if any options are exercised. (1) Preliminary, subject to change. See "Adjustment of Principal Amount and/or Types of Bids" herein. PLACE AND TIME OF BID OPENING... The bids for the Certificates will be publicly opened and read at the offices of the Financial Advisor. at 11:00 AM, CDT, Tuesday. June 15, 2010. AWARD OF THE CERTIFICATES The City Council will take action to award the Certificates (or reject all bids) at a meeting scheduled to convene at 6:30 PM, CDT, on the date of the bid opening, and adopt an ordinance authorizing the Certificates and approving the Official Statement (the "Certificate Ordinance'). THE CERTIFICATES DESCRIPTION The Certificates will be dated June 15, 2010 (the 'Dated Date'). Interest will accrue fi-onl the Dated Date and will be due on February 15, 2011, and each August 15 and February 15 thereafter until the earlier of maturity or prior redemption. The Certificates will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity. The Certificates will mature on February 15 in each year as follows: MATURITY SCHEDULE* Principal Principal Principal Year Amount Year Amount Year Amount 2011 $ 2,220,000 2018 $ 2,650,000 2024 $ 2,995,000 2012 3,055,000 2019 2,725,000 2025 3,155,000 2013 3,155,000 2020 2,815,000 2026 3,330,000 2014 3,250,000 2021 2,550,000 2027 3,510,000 2015 3,355,000 2022 2,685,000 2028 3,705,000 2016 2,495,000 2023 2,835,000 2029 3,915,000 2017 2,565,000 2030 4,120,000 OPTIONAL REDEMPTION The City reserves the right, at its option, to redeem Certificates having stated maturities on and after February 15, 2021, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2020, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. ADJUSTNIENT OF PRINCIPAL AtmoUNTS AND/OR TYPES OF BIDS Prior to 12:00 (loon CDT On the day before the bids are due, the City may, in its sole discretion, adjust the principal amount set forth above (the "Maturity Schedule") and/or the type of bid required on the Certificates. First Southwest Company, as Financial Advisor to the City, will give notice of any such adjustment by Bloomberg and Parity. Should such adjustments be made, a revised Official Bid Form will be made available through i-Deal Prospectus and PARITY. For purposes of this paragraph, the term "Maturity Schedule" shall include any adjustments to the principal amounts shown above including the total par amount so made by the City by posting a Parity and Bloomberg Wire. Also see "Conditions of the Sale" herein. SERIAL CERTIFICATES AND/OR TERDI CERTIFICATES Bidders may provide that all of the Certificates be issued as serial Certificates or may provide that any two or more consecutive annual principal amounts be combined into one or more term Certificates. MANDATORY SINKING FUND If the successful bidder elects to alter the Maturity Schedule reflected above and convert principal amounts of the Serial Certificates into "Term Certificates", such "Term Certificates" shall be subject to mandatory redemption on the first February 15 next following the last maturity for Serial Certificates, and annually thereafter on each February 15 until the stated maturity for the Term Certificates at the redemption prices of par plus accrued interest to the date of redemption. The principal amounts of the Term Certificates to be redeemed on each mandatory redemption date shall be the principal amounts that would have been due and payable in the Maturity Schedule shown above had no conversion to Term Certificates occurred. At least thirty (30) days prior to each mandatory redemption date, the Paying Agent/Registrar shall select by lot the Term Certificates to be redeemed and cause a notice of redemption to be given in the manner provided in the Preliminary Official Statement. The principal amount of the Term Certificates required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of the Term Certificates of the same maturity which (i) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date or purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (ii) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. A final official statement will incorporate the mandatory redemption provisions for the Certificates in the event the successful bidder elects to convert serial maturities into one or more Tenn Certificates. BOOK-ENTRY-ONLY SYSTEM The City intends to utilize the Book-Entry-Only System of The Depository Trust Company ("DTC" See "The Bonds and Certificates - Book-Entry-Only System" in the Preliminary Official Statement. * Preliminary, subject to change. See "Adjustment of Principal Amount and/or Types of Bids" herein. ii PAVING AGENT/REGISTRAR The initial Paying Agent/Registrar shall be The Bank of New York Mellon Trust Company, National Association (see "The Bonds and Certificates - Paying Agent/Registrar" in the Preliminary Official Statement). SOURCE of PAYMENT The Certificates constitute direct obligations of the City, payable from a combination of (i) the levy and collection of a direct and continuing ad valorem tax, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System, as provided in the Certificate Ordinance. Further details regarding the Certificates are set forth in the Preliminary Official Statement. CONDITIONS OF THE SALE TYPE of BIDS AND INTEREST RATES The Certificates will be sold in one block on an "All or None" basis, and at a price of not less than 103.66'%, and not more than 104'%, of their principal amount. Bidders are invited to name the rate(s) of interest to be borne by the Certificates, provided that each rate bid must be in a multiple of 1/8 of 1% or 1/100 of l% and the net effective interest rate must not exceed 15%. The highest rate bid may not exceed the lowest rate bid by more than 3% in rate. For Certificates having stated maturities on and after February 15, 2021, no reoffering yield producing a dollar price less than 98.00 for any individual maturity , will be accepted. The high bidder will be required to submit reoffering yields and dollar prices prior to award. No limitation is imposed upon bidders as to the number of rates or changes which may be used. All Certificates of one maturity must bear one and the same rate. No bids involving supplemental interest rates will be considered. Each bidder shall state in the bid the total interest cost in dollars and the effective interest rate determined thereby (calculated in the manner prescribed by Chapter 1204, Texas Government Code), which shall be considered informative only and not as a part of the bid. BASIS FOR AWARD The sale of the Certificates will be awarded to the bidder making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost rate to the City. The True Interest Cost rate is that rate which, when used to compute the total present value as of the Dated Date of all debt service payments on the Certificates on the basis of semi-annual compounding, produces an amount equal to the sum of the par value of the Certificates plus any premium bid (but not interest accrued fi-om the Dated Date to the date of their delivery). In the event of a bidder's error in interest cost rate calculations, the interest rates, and premium, if any, set forth in the Official Bid Form will be considered as the official bid. GOOD FAITH DEPOSIT A Good Faith Deposit, payable to the "City of Denton, Texas", in the amount of $1,221,700.00, is required. Such Good Faith Deposit shall be a bank cashier's check or certified check, which is to be retained encashed by the City pending the Initial Purchaser's compliance with the terms of the bid and the Notice of Sale and Bidding Instructions. The Good Faith Deposit may accompany the Official Bid Form or it may be submitted separately. If submitted separately, it shall be made available to the City prior to the opening of the bids, and shall be accompanied by instructions from the bank on which drawn which authorize its use as a Good Faith Deposit by the Initial Purchaser who shall be named in such instructions. The Good Faith Deposit of the Initial Purchaser will be returned to the Initial Purchaser upon payment for the Certificates. No interest will be allowed on the Good Faith Deposit. In the event the Initial Purchaser should fail or refuse to take up and pay for the Certificates in accordance with the bid, then said check shall be cashed and accepted by the City as full and complete liquidated damages. The checks accompanying bids other than the winning bid will be returned immediately after the bids are opened, and an award of the Certificates has been made. DELIVERY OF THE CERTIFICATES AND ACCOMPANYING DOCUMENTS CUSIP NUMBERS It is anticipated that CUSIP identification numbers will appear on the Certificates, but neither the failure to print or type such number on any Certificate nor any error with respect thereto shall constitute cause for a failure or refusal by the Initial Purchaser to accept delivery of and pay for the Certificates in accordance with the terms of this Notice of Sale and Bidding Instructions and the terms of the Official Bid Form. All expenses in relation to the printing or typing of CUSIP numbers on the Certificates shall be paid by the City; provided, however, that the CUSIP Service Bureau charge for the assignment of the numbers shall be the responsibility of and shall be paid for by the Initial Purchaser. DELIVERY of CERTIFICATES Initial Delivery will be accomplished by the issuance of one Initial Certificate (also called the "Certificate" or "Certificates"), either in typed or printed form, in the aggregate principal amount of $61,085,000, payable in stated installments to the Initial Purchaser or its designee, signed by the Mayor and City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts. Upon delivery of the Initial Certificate, it shall be immediately cancelled and one definitive Certificate for each maturity will be registered and delivered only to Cede & Co., and deposited with DTC in connection with DTC's Book-Entry-Only System. Delivery will be at the corporate trust office of the Paying Agent/Registrar in Dallas, Texas. Payment for the Certificates must be made in immediately available funds for unconditional credit to the City, or as otherwise directed by the City. The Initial Purchaser will be given six business days' notice of the time fixed for delivery of the Certificates. It is anticipated that delivery of the Certificates can be made on or about July 20, 2010, and it is understood and agreed that the Initial Purchaser will accept delivery and make payment for the Certificates by 10:00 AM, CDT, on July 20, 2010, or thereafter on the date the Certificate is tendered for delivery, up to and including August 3, 2010. If for any reason the City is unable to make delivery on or before August 3, 2010, the City shall immediately contact the Initial Purchaser and offer to allow [lie Initial Purchaser to extend its offer for an additional thirty days. If the Initial Purchaser does not elect to extend its offer iii within six days thereafter, then its Good Faith Deposit will be returned, and both the City and the Initial Purchaser shall be relieved of any further obligation. In no event shall the City be liable for any damages by reason of its failure to deliver the Certificates, provided such failure is due to circumstances beyond the City's reasonable control. CONDITIONS To DELIVERY The obligation of the Initial Purchaser to take up and pay for the Certificates is subject to the Initial Purchaser's receipt of (a) the legal opinion of McCall, Parkhurst & Horton, L.L.P., Dallas, Texas, Bond Counsel for the City ("Bond Counsel"), (b) the no-litigation certificate, and (c) the certification as to the Preliminary Official Statement, all as further described in the Preliminary Official Statement. In order to provide the City with information required to enable it to comply with certain conditions of the Internal Revenue Code of 1986 relating to the exemption of interest on the Certificates from the gross income of their owners, the Initial Purchaser will be required to complete, execute, and deliver to the City (on or before the 6th business day prior to the delivery of the Certificates) a certification as to their "issue price" substantially in the form and to the effect attached hereto or accompanying this Notice of Sale and Bidding Instructions. In the event the successful bidder will not reoffer the Certificates for sale, such certificate may be modified in a manner approved by the City. In no event will the City fail to deliver the Certificates as a result of the Initial Purchaser's inability to sell a substantial amount of the Certificates at a particular price prior to delivery. Each bidder, by submitting its bid, agrees to complete, execute, and deliver such a certificate by the date of delivery of the Certificates, if its bid is accepted by the City. It will be the responsibility of the Initial Purchaser to institute such syndicate reporting requirements to make such investigation, or otherwise to ascertain the facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such certification should be directed to Certificate Counsel. LEGAL OPINIONS The Certificates are offered when, as and if issued, subject to the approval of the Attorney General of the State of Texas. Delivery of and payment for the Certificates is subject to the receipt by the Initial Purchaser of opinions of Bond Counsel, to the effect that the Certificates are valid and binding obligations of the City and that the interest on the Certificates will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" in the Preliminary Official Statement, including alternative minimum tax consequences for corporations. CERTIFICATION OF PRELIMINARY OFFICIAL STATEMENT At the time of payment for and Initial Delivery of the Certificates, the City will execute and deliver to the Initial Purchaser a certificate in the form set forth in the Preliminary Official Statement. CHANGE IN TAx EXEMPT STATUS ....At any time before the Certificates are tendered for delivery, the Initial Purchaser may withdraw its bid if the interest received by private holders on obligations of the same type and character shall be declared to be includable in gross income under present federal income tax laws, either by ruling of the Internal Revenue Service or by a decision of any Federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes, by the terms of any federal income tax law enacted subsequent to the date of this Notice of Sale and Bidding Instructions. GENERAL FINANCIAL ADVISOR First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Certificates. The Financial Advisor's fee for services rendered with respect to the sale of the Certificates is contingent upon the issuance and delivery of the Certificates. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the Certificates, or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies. In the normal course of business, the Financial Advisor may from time to time sell investment securities to the City for the investment of bond proceeds or other funds of the City upon the request of the City. BLUE SKY LAWS By submission of its bid, the Initial Purchaser represents that the sale of the Certificates in states other than Texas will be made only pursuant to exemptions from registration or, where necessary, the Initial Purchaser will register the Certificates in accordance with the securities law of the states in which the Certificates are offered or sold. The City agrees to cooperate with the Initial Purchaser, at the Initial Purchaser's written request and expense, in registering the Certificates or obtaining an exemption from registration in any state where such action is necessary, provided, however, that the City shall not be obligated to qualify as a foreign corporation or to execute a general or special consent to service of process in any such jurisdiction. NOT AN OFFER TO SELL This Notice of Sale and Bidding Instructions does not alone constitute an offer to sell the Certificates, but is merely notice of the sale of the Certificates. The offer to sell the Certificates is being made by means of the Notice of Sale and Bidding Instructions, the Official Bid Form and the Preliminary Official Statement. Prospective purchasers are urged to carefully examine the Preliminary Official Statement to determine the investment quality of the Certificates. ISSUANCE OF ADDITIONAL DEBT Other than the City's $4,115,000 General Obligation Bonds, Series 2010 being offered for sale concurrently with, but separately from, the Certificates, the City does not anticipate the issuance of additional general obligation debt within the next 12 months. iv RATINGS The Certificates and the presently outstanding tax supported debt of the City are rated "Aa2" by Moody's Investors Service, Inc. ("Moody's") and "AA" by Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business ("S&P"). THE PRELIMINARY OFFICIAL STATEMENT AND COMPLIANCE WITH SEC RULE 15C2-12 The City has prepared the accompanying Preliminary Official Statement and, for the limited purpose of complying with SEC Rule 15c2-12, deems such Preliminary Official Statement to be final as of its date within the meaning of such Rule for the purpose of review prior to bidding. To the best knowledge and belief of the City. the Preliminary Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Certificates. Representations made and to be made by the City concerning the absence of material misstatements and omissions in the Preliminary Official Statement are addressed elsewhere in this Notice of Sale and Bidding Instructions and in the Preliminary Official Statement. The City will furnish to the Initial Purchaser, acting through a designated senior representative, in accordance with instructions received from the Initial Purchaser, within seven (7) business days from the sale date an aggregate of 250 copies of the Official Statement reflecting interest rates and other terms relating to the initial reoffering of the Certificates. The cost of any Official Statement in excess of the number specified shall be prepared and distributed at the cost of the Initial Purchaser. The Initial Purchaser shall be responsible for providing in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the next business day after the award. Except as noted above, the City assumes no responsibility or obligation for the distribution or delivery of any copies of the Official Statement in connection with the offering or reoffering of the subject securities. CONTINUING DISCLOSURE AGREEMENT The City will agree in the Certificate Ordinance to provide certain periodic information and notices of material events in accordance with Securities and Exchange Commission Rule 15c2-12, as described in the Preliminary Official Statement under "Continuing Disclosure of Information". The Initial Purchaser's obligation to accept and pay for the Certificates is conditioned upon delivery to the Initial Purchaser or agent of a certified copy of the Certificate Ordinance containing the agreement described under such heading. COMPLIANCE WITH PRIOR UNDERTAKINGS The City has complied in all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. ADDITIONAL COPIES OF NOTICE, BID FORM AND STATEMENT A limited number of additional copies of this Notice of Sale and Bidding Instructions, the Official Bid Form and the Preliminary Official Statement, as available over and above the normal mailing, may be obtained at the offices of First Southwest Company, Investment Bankers, 325 North St. Paul, Suite 800, Dallas, Texas 75201, Financial Advisor to the City. On the date of the sale, the City will, in the Certificate Ordinance authorizing the issuance of the Certificates, confirm its approval of the form and content of the Preliminary Official Statement, and any addenda, supplement or amendment thereto, and authorize its use in the reoffering of the Certificates by the Initial Purchaser. MARK BURROUGHS Mayor City of Denton, Texas ATTEST: JENNIFER WALTERS City Secretary June 3, 2010 BOND YEARS Certificates Accumulated Certificates Maturing Amount Bond Years Bond Years Maturing 2011 2,220,000 1,480.000 1,480.000 2011 2012 3,055,000 5,091.667 6,571.667 2012 2013 3,155,000 8,413.333 14,985.000 2013 2014 3,250,000 11,916.667 26,901.667 2014 2015 3,355,000 15,656.667 42,558.333 2015 2016 2,495,000 14,138.333 56,696.667 2016 2017 2,565,000 17,100.000 73,796.667 2017 2018 2,650,000 20,316.667 94,113.333 2018 2019 2,725,000 23,616.667 117,730.000 2019 2020 2,815,000 27,211.667 144,941.667 2020 2021 2,550,000 27,200.000 172,141.667 2021 2022 2,685,000 31,325.000 203,466.667 2022 2023 2,835,000 35,910.000 239,376.667 2023 2024 2,995,000 40,931.667 280,308.333 2024 2025 3,155,000 46,273.333 326,581.667 2025 2026 3,330,000 52,170.000 378,751.667 2026 2027 3,510,000 58,500.000 437,251.667 2027 2028 3,705,000 65,455.000 502,706.667 2028 2029 3,915,000 73,080.000 575,786.667 2029 2030 4,120,000 81,026.667 656,813.333 2030 Average Maturity 10.875 Years OFFICIAL BID FORM Honorable Mayor and City Council June 15, 2010 City of Denton, Texas Honorable Mayor and Members of the City Council: Reference is made to your Preliminary Official Statement and Notice of Sale and Bidding Instructions, dated June 3, 2010 of $61,085,000* CITY OF DENTON, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2010, both of which constitute a part hereof. For your legally issued Certificates, as described in said Notice of Sale and Bidding Instructions and Preliminary Official Statement, we will pay you par and accrued interest from date of issue to date of delivery to us, plus a cash premium of $ for Certificates maturing and bearing interest as follows: Principal Interest Principal Interest Principal Interest Maturity Amount* Rate Maturity Amount* Rate Maturity Amount* Rate 2/15/2011 $2,220,000 % 2/15/2018 $2,650,000 % 2/15/2024 $2,995,000 % 2/15/2012 3,055,000 % 2/15/2019 2,725,000 % 2/15/2025 3,155,000 % 2/15/2013 3,155,000 % 2/15/2020 2,815,000 % 2/15/2026 3,330,000 % 2/15/2014 3,250,000 % 2/15/2021 2,550,000 % 2/15/2027 3,510,000 % 2/15/2015 3,355,000 % 2/15/2022 2,685,000 % 2/15/2028 3,705,000 % 2/15/2016 2,495,000 % 2/15/2023 2,835,000 % 2/15/2029 3,915,000 % 2/15/2017 2,565,000 % 2/15/2030 4,120,000 % Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into a term bond, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Year of Maturity Date First Mandatory Principal Interest February 15 Redemption Amount Rate $ $ $ Our calculation (which is not a part of this bid) of the true interest cost from the above is: TRUE INTEREST COST % The Initial Certificates shall be registered in the name of which will, upon payment for the Certificates, be canceled by the Paying Agent/Registrar. The Certificates will then be registered in the name of Cede & Co. (DTC's partnership nominee), tinder the Book-Entry-Only System. A bank cashier's check or certified check of the Bank, in the amount of $1,221,700.00, which represents our Good Faith Deposit (is attached hereto) or (has been made available to you prior to the opening of this bid), and is submitted in accordance with the terms as set forth in the Preliminary Official Statement and Notice of Sale and Bidding Instructions. * Preliminary. subject to change. See "Adjustment of Principal Amount and/or Types of Bids" in the Notice of Sale and Bidding Instructions. We agree to accept delivery of the Certificates utilizing the Book-Entry-Only System through DTC and make payment for the Initial Certificate in immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, National Association, not later than 10:00 AM, CDT, on July 20, 2010, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of the Certificates to complete the DTC Eligibility Questionnaire. The undersigned agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of the Certificates, a certificate relating to the "issue price" of the Certificates in the form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City. We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the next business day after the award. Respectfully submitted, Syndicate Members: Name of Underwriter or Manager Authorized Representative Phone Number Signature ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by the City of Denton, Texas, subject to and in accordance with the Notice of Sale and Bidding Instructions, this the 15th day of June, 2010. ATTEST: Mayor City of Denton, Texas City Secretary CERTIFICATE OF UNDERWRITER The undersigned hereby certifies as follows with respect to the bid and purchase of the City of Denton, Texas Certificates of Obligation, Series 2010 (the "Certificates"): 1. The undersigned is the duly authorized representative of the purchaser (the "Purchaser") of the Certificates from the City of Denton, Texas (the "Issuer"). 2. All of the Certificates have been offered to members of the public in a bona fide initial offering. For purposes of this Certificate, the term "public" does not include any bondhouses, brokers, dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers (including the Purchaser or members of the selling group or persons that are related to, or controlled by, or are acting on behalf of or as agents for the undersigned or members of the selling group). 3. Each maturity of the Certificates was offered to the public at a price which, on the date of such offering, was reasonably expected by the Purchaser to be equal to the fair market value of such maturity. 4. Other than the obligations set forth in paragraph 5 hereof (the "Retained Maturity" or "Retained Maturities"), the first price/yield at which a substantial amount (i.e., at least ten (10) percent) of the principal amount of each maturity of the Certificates was sold to the public is set forth below. Principal Offering Principal Offering Amount Year of Price Amount Year of Price Maturing* Maturity (%/Yield) Maturing* Maturity (°/c/Yield) $2,220,000 2011 $2,550,000 2021 3,055,000 2012 2,685,000 2022 3,155,000 2013 2,835,000 2023 3,250,000 2014 2,995,000 2024 3,355,000 2015 3,155,000 2025 2,495,000 2016 3,330,000 2026 2,565,000 2017 3,510,000 2027 2,650,000 2018 3,705,000 2028 2,725,000 2019 3,915,000 2029 2,815,000 2020 4,120,000 2030 5. In the case of the Retained Maturities, the Purchaser reasonably expected on the offering date to sell a substantial amount (i.e., at least ten (10) percent) of each Retained Maturity at the initial offering price/yield as set forth below: Principal Offering Principal Offering Amount Year of Price Amount Year of Pri cc Maturing* Maturity (%/Yield) Maturing* Maturity (%Yield) $2,220,000 2011 $2,550,000 2021 3,055,000 2012 2,685,000 2022 3,155,000 2013 2,835,000 2023 3,250,000 2014 2,995,000 2024 3,355,000 2015 3,155,000 2025 2,495,000 2016 3,330,000 2026 2,565,000 2017 3,510,000 2027 2,650,000 2018 3,705,000 2028 2,725,000 2019 3,915,000 2029 2,815,000 2020 4,120,000 2030 * Preliminary, subject to change. See "Adjustment of Principal Amount and/or Types of Bids" in the Notice of Sale and Bidding Instructions. 7. The Purchaser understands that the statements made herein will be relied upon, by the Issuer in its effort to comply with the conditions imposed by the Internal Revenue Code of 1986, and by Bond Counsel in rendering their opinion that the interest on the Certificates is excludable from the gross income of the owners thereof. EXECUTED and DELIVERED this day of 2010. (Name of Purchaser or Manager of Purchasing Syndicate) By: Title: Ratings: Moody's: "Aa2" Dated June 3, 2010 S&P: "AA" (see "Other Information - NEW ISSUE - Book-Entry-Only Ratings" herein) In the opinion of Bond Counsel, interest on the Bonds Till be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax consequences. THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAY-EYE1\lPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS $4,115,000 CITY OF DENTON, TEXAS ? (Denton County) GENERAL OBLIGATION BONDS, SERIES 2010 Dated Date: June 15, 2010 Due: February 15, as shown below PAYMENT TERMS Interest on the $4,115,000 City of Denton, Texas General Obligation Bonds, Series 2010 (the "Bonds") Till accrue from June 15, 2010 (the "Dated Date"), Till be payable February 15 and August 15 of each year, commencing February 15, 2011, until maturity or prior redemption, and Till be calculated on the basis of a 360-day year consisting of hvelve 30-day months. The definitive Bonds Till be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. Beneficial ovmership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof-within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds Till be payable by the Paying Agent Registrar to Cede & Co., -which Till make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial o-,vners of the Bonds. See "The Obligations - Book-Entry-Only System" herein. The initial Paving Agent Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paving Agent Registrar"). AUTHORITY FOR ISSUANCE The Bonds are issued pursuant to the Constitution and general la-,vs of the State of Texas, (tine "State") including particularly Texas Government Code, Chapter 1331, as amended, and are direct obligations of the City of Denton, Texas (tine 'City"), payable from an annual ad valorem tax levied, -within the limits prescribed by la-,v, on all taxable property -within the Cite, as provided in the ordinance authorizing the Bonds (the "Bond Ordinance") (see "The Obligations - Authority for Issuance" and "The Obligations - Securitv and Source of Payment"). PURPOSE Proceeds of the Bonds are expected to be used for (i) for various street improvements and park land acquisitions and improvements, and (ii) paying the costs associated -,vith the issuance of the Bonds. MATURITY SCHEDULE CUSIP Prefix: 248866(1) Principal Interest CUSIP Principal Interest CUSIP Amount Maturity Rate Yield SuffixAmount Maturit~_~ Rate Yield Suffix $105,000 2011 $205,000 2021 140,000 2012 215,000 2022 145,000 2013 225,000 2023 150,000 2014 235,000 2024 155,000 2015 245,000 2025 165,000 2016 255,000 2026 170,000 2017 265,000 2027 180,000 2018 280,000 2028 190,000 2019 290,000 2029 195,000 2020 305,000 2030 (Accrued Interest from June 15, 2010 to be added) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the Anmeriean Bankers Association. This data is not intended to create a database and does not serve in any -,vav as a substitute for the CUSIP Services. Neither the City or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2021, in Thole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2020, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. SEPARATE ISSUES The Bonds are being offered by the City concurrently -,vith the "City of Denton, Texas, Certificates of Obligation, Series 2010" (the "Certificates"), under a common Official Statement, and such Bonds and Certificates are hereinafter sometimes referred to collectively as the "Obligations." The Bonds and Certificates are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, -while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terms for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, o-,vnership or disposition of the Obligations and other features. LEGALITY The Bonds are offered for delivery -when, as and if issued and received by the Initial Purchaser of the Bonds subject to the approving opinion of the Attorney General of Texas and the opinion of McCall, Parldnurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Foams of Bond Counsel's Opinions"). DELIVERY It is expected that the Bonds Till be available for delivery through The Depository Trust Company on July 20, 2010. BIDS DUE TUESDAY, JUNE 15, 2010, AT 11:00 AM, CDT THIS PAGE LEFT BLANK INTENTIONALLY 2 Ratings: Moody's: "Aa2" Dated June 3, 2010 S&P: "AA" (see "Other Information - NEW ISSi7E - Book-Entry-Only Ratings" herein) In the opinion of Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax consequences. THE CERTIFICATES WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXENIPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS 861,085,000- CITY OF DENTON, TEXAS (Denton County) CERTIFICATES OF OBLIGATION, SERIES 2010 Dated Date: June 15, 2010 Due: February 15, as shown below PAYMENT TERMS Interest on the $61,085,000* Citv of Denton, Texas Certificates of Obligation, Series 2010 (the "Certificates") will accrue from June I5, 2010 (the "Dated Date"), will be payable Februarv 15 and August 15 of each year, commencing Februarv 15, 2011, until maturity or prior redemption, and will be calculated on the basis of a 360-dav year consisting of twelve 30-dav months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entrv-Only Svstem described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Certificates will be made to the beneficial owners thereof Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "The Obligations - Book-Entrv-Only System" herein. The initial Paying Agent/ Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paving Agent Registrar"). AUTHORITY FOR ISSUANCE The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State") particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as amended, and constitute direct obligations of the Citv of Denton, Texas (the "City"), payable from a combination of (i) the levy and collection of a direct annual ad valorem tax, within the limits prescribed by law, on all taxable property within the Citv, and (ii) a limited pledge of surplus net revenues of the City's Utilitv System not in excess of $1,000, as provided in the ordinance authorizing the Certificates (the "Certificate Ordinance") (see "The Obligations - Authoritv for Issuance"). PURPOSE Proceeds from the sale of the Certificates will be used for (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's waterworks and sewer system; (b) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Citv's electric light and power system; (c) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements the Citv's solid waste disposal system; (d) renovations to, and equipping of, existing municipal buildings, including Main Citv Hall; (e) acquisition of vehicles and equipment for the Citv's motor pool; and (f) paying all or a portion of the Citv's contractual obligations for professional services, including engineers, architects, attornevs, map makers, auditors, and financial advisors, in connection with said Certificates of Obligation. MATURITY SCHEDULE- CUSIP Prefix: 248866(n Principal Interest CUSIP Principal Interest CUSIP Amount Maturity Rate Yield Suffix (1) Amount Maturity Rate Yield Suffix (1) $2,220,000 2011 $2,550,000 2021 3,055,000 2012 2,685,000 2022 3,155,000 2013 2,835,000 2023 3,250,000 2014 2,995,000 2024 3,355,000 2015 3,155,000 2025 2,495,000 2016 3,330,000 2026 2,565,000 2017 3,510,000 2027 2,650,000 2018 3,705,000 2028 2,725,000 2019 3,915,000 2029 2,815,000 2020 4,120,000 2030 (Accrued Interest from June 15, 2010 to be added) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the Citv or Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION The City reserves the right, at its option, to redeem Certificates having stated maturities on and after Februarv 15, 2021, in whole or in part in principal amounts of $5,000 or anv integral multiple thereof, on Februarv 15, 2020, or anv date thereafter, at the par value thereof plus accrued interest to the date of redemption. SEPARATE ISSUES The Certificates are being offered by the Citv concurrently with the "City of Denton, Texas, General Obligation Bonds, Series 2010" (the 'Bonds"), and such Certificates and Bonds are hereinafter sometimes referred to collectively as the "Obligations." The Certificates and Bonds are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terms for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY The Certificates are offered for delivery when, as and if issued and received by the Initial Purchaser of the Certificates subject to the approving opinion of the Attornev General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C. "Forms of Bond Counsel's Opinions"). DELIVERY It is expected that the Certificates will be available for deliverv through The Depository Trust Company on July M 2010. * Preliminarv, subject to change. See the Notice of Sale - "Adjustment of Principal Amount and or Types of Bids". BIDS DUE TUESDAY, JUNE 15, 2010, AT 11:00 AM, CDT THIS PAGE LEFT BLANK INTENTIONALLY 4 This Official Statement, which inchides the cover page, Schedule and the 4ppendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in anli jintsdiction to any person to whom it is unlawfil to make such offer, solicitation, or sale. No dealer, broker, salesperson, or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, ifgiven or made, such other information or representations must not be relied upon. For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission (flee 'Rule"), this document constitutes an Official Statement of the City with respect to the Obligations that has been med f nal"by flee City as of s date except for flee omission of no more than flee information permitted by flee Rule. The information set forth herein has be. ob from the City and of.r sc s be eved to be rehable, but such information is not guan 1 as to accuracy or completeness and is not to be construe,' as t res~ station, promise, or g .,,rof flee Financial 4civisor. This Official State n. nt eom. ,s, in part, estimates ar.l matters of opinion which are not intende 1 as statements ofj, .1, and no r. ' q . sentation is made as to the correctness of such esi ns, or that flee}' u realized Only information and expressions of opinion herein cont. % i- are sub ect to change mahout notice, am,, . y of this Official S, nt nor any sale made hereunder shall, under a !Y ~ as, create an'y implication that there has been no change in n~ fr, s of flee City or other ,_s, ribed herein since the date hereof See "Corot, , -.g Disclosure of Information" for a description of floe City's 's ig I-~ provide certain hy,)rn,ation on a continuing basis. Neifleer the City nor its Financial 4civisor make any representation as to the accurac}; completeness, or adequacy of floe information supplied by The Depository Trust Company for use in this Official Statement. The cover page for each series of Obligations contains certain information for general reference only and is not intended as a summary of this offering. Investors should read floe entire Oft, , it Statement, including all schedules and appendices hereto, to obtain information essential to making an informed investment decision. The agreements of fleet others related to the Obligations are contained solely in the contracts described herein. YV rther this Official Statement nor any other statement made ir, cor, „„n weth the offer or sale of the Obligations is to be const ued as cons to ng an agreement mth the purchaser of floe Obligations. INIFSTORS SHOt:TD RE4D THE EVTIRE OFFICIIL ST_4TE1=T, INCLL,DING ALL SCHEDt:TES _4:1D APPEYDICES_4TT_4CHED HERETO, TO OBT_ILV L FOR114TIOV ESSEYTI_-IL TO 1L4f T\TCT_4,V L1FOR11ED LVT EST_11EVT DECISION. T ,s O,ff-ri,"7 Statement contains 'Font. I-Looking" s .,,",rents uithin the meaning of Section 21E of floe Securzhes F-rh.-r;e Oct of 1931, as amended Such st. ,n. nts ,ray involve known and unknoun risks, un. a I „ed other factors a hick may cause the actual results, pe lot . .,,,d achievements to be different from fii r>ults perfo nano , .m a s ~s. or implied by such forward-look ng statements. Investors are r ~~ned that the actual results could clr . r . Zv ftoni those set forth in t, . tor-, i . , ig statements. The Oblrg, eons are exemptfrom registration mth the Securities and Exchange Commission and consequently have notbeen registered theremth. The registration, quahfcanon, or exemption of floe Obligations in accordance mth applicable securities law provisions of the .jurisdiction in which the Obligations have been registered, qualified or exempted should not be regarded as a recommendation thereof. TABLE OF CONTENTS OFFICIAL STATEMENT SU11I11IARY 6 TAX MATTERS 32 CITY OFFICIALS, STAFF AND CONSULTANTS 3 CONTINUING DISCLOSURE OF INFORIILATION 34 ELECTED OFFICIALS 3 OTHER INFORMATION 35 SELECTED ADmiNISTRATIVE STAFF 3 C_)NSTILTANTS AND ADVISORS 3 LITIGATION 35 INTRODUCTION 9 REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE 35 THE OBLIGATIONS ....................................................................9 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC TAX INFORMATION .................................................................15 P TNDS IN TEZAS....................................................... 35 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL LEGAL, OPINIONS 36 OBLIGATION DEBT 19 AUTHENTICITY OF FINANCIAL, DATA AND OTHER TABLE 2 - TAXABLE ASSESSED VALUATIONS INFORIVIATION 36 BY CATEGORY 20 FINANCIAL ADVISOR........................................................... 36 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT INITIAL, PURCHASER OF THE BONDS 37 HISTORY ....................................................................21 INITIAL, PURCHASER OF THE CERTIFICATES........................ 37 TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY. 21 CERTIFICATION OF THE OFFICIAL, STATEMENT 37 TABLE 5 - TEN LARGEST TAXPAYERS 21 TABLE 6 - ESTrnIATED OVERLAPPING TAx DEBT ..............22 APPENDICES GENERAL INFORMATION REGARDING THE CITY A DEBT INFORNLATION 23 EXCERPTS FROM THE ANNUAL FINANCIAL REPORT B TABLE 7 - GENERAL OBLIGATION DEBT SERVICE FORMS OF BOND COUNSEL'S OPINIONS C REQUIREMENTS 23 TABLE 3 - INTEREST AND SrIKiNG FTTID BTIDGET The cover page hereof, this page, the appendices included herein PROJECTION 24 and any addenda, supplement or amendment hereto, are part of the TABLE 9 - COMPUTATION OF SELF-SUPPORTING DEBT..... 24 Official Statement. TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS .................................................24 TABLE 11 - OTHER OBLIGATIONS ......................................25 FINANCIAL INFORIILATION 27 TABLE 12 - CHANGES IN NET ASSETS ................................27 TABLE 12A - GENERAL FUND REVENUES AND EXPENDITURE HISTORY 28 TABLE 13 -MUNICIPAL SALES TAx HISTORY ...................29 INVESTMENTS 30 TABLE 14- CTJRRENT IN`'ESTMENTS ....................................31 OFFICIAL STATEMENT SUMMARY This sununaiv is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Bonds and Certificates to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this surmnaiv_ from this Official Statement or to otherwise use it without the entire Official Statement. THE CITY The City of Denton (the "City") is a political subdivision and municipal corporation of the State, located in Denton Countv, Texas. The Cit_v covers approximately 101.15 square miles (see "Introduction - Description of the City"). THE BONDS The $4,115,000 General Obligation Bonds, Series 2010 are to mature on Februaiv 15 in the years 2011 through 2030 (see "The Obligations - Description of the Obligations"). THE CERTIFICATES The $61,085,000* Certificates of Obligation, Series 2010 are to mature on Febiuaiv 15 in the years 2011 through 2030 (see "The Obligations - Description of the Obligations"). PAYMENT OF INTEREST Interest on the Bonds and Certificates accrues from June 15, 2010, and is payable Februaiv 15, 2011, and each August 15 and Februaiv 15 thereafter until maturity or prior redemption (see "The Obligations - Description of the Obligations" and "The Obligations - Optional Redemption"). AUTHORITY FOR ISSUANCE.......... The Bonds are issued pursuant to the Constitution and general laws of the State, including particularly Texas Government Code, Chapter 1331, and an ordinance passed by the City Council of the City (see "The Obligations - Authority for Issuance"). The Certificates are issued pursuant to the Constitution and general laws of the State, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and an ordinance passed by the City Council of the City (see "The Obligations - Authority for Issuance"). SECURITY FOR THE BONDS The Bonds constitute direct and voted obligations of the City, payable from a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property located within the City (see "The Obligations - Security and Source of Pavment"). SECURITY FOR THE CERTIFICATES The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (see "The Obligations - Security and Source of Payment"). REDEMPTION The City reserves the right, at its option, to redeem Bonds and Certificates, as the case may be, having stated maturities on and after February 15, 2021, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on Februaiv 15, 2020, or anv date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations - Optional Redemption"). T xE%EMPTION In the opinion of Bond Counsel, the interest on the Bonds and Certificates will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" herein, including, with respect to the Bonds, the alternative minimum tax on corporations. USE OF PROCEEDS Proceeds of the Bonds, are expected to be used for (i) for various street improvements, and park land acquisitions and improvements, and (ii) paying the costs associated with the issuance of the Bonds. Proceeds from the sale of the Certificates will be used for (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's waterworks and sewer system; (b) acquiring, constructing, installing and equipping additions, * Prelirninaiv, subject to change. 6 extensions, renovations and improvements to the City's electric light and power system; (c) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements the City's solid waste disposal system; (d) renovations to, and equipping of, existing municipal buildings, including Main City Hall; (e) acquisition of vehicles and equipment for the City's motor pool; and (f) paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said Certificates of Obligation. PUTINGS The Obligations and the presently outstanding general obligation debt of the City are rated "Aa2" by Moodv's Investors Service, Inc. ("Moodv's") and "AA" by Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business, a division of The McGraw- Hill Companies, Inc. ("S&P"). Boor;-ENTRY-ONLY SYSTEM...... The definitive Obligations will be initially registered and delivered only to Cede & Co., the nominee of DTC pursuant to the Book-Entry-Only Svstem described herein. Beneficial ownership of the Obligations may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Obligations will be made to the beneficial owners thereof Principal of, premium, if any, and interest on the Obligations will be payable by the Paving Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations (see "The Obligations - Book-Entty-Only System"). PAYMENT RECORD The Citv has never defaulted on the payment of its tax-supported indebtedness. SELECTED DNANCIAL INFORNUTION Net Funded Ratio Funded Fiscal Per Capita Tax Per Capita Tax Debt to Year Estimated Taxable Taxable Debt Funded Taxable % of Ended Citv Assessed Assessed at End Tax Assessed Total Tax 9130 Population (1) Valuation (2) Valuation of Year (4) Debt Valuation Collections 2006 108,381 $4,789,376,811 $44,190 $ 101,054,142 $ 932 2.11% 100.22% 2007 113,800 5,441,228,909 47,814 119,266,729 1,048 2.19% 100.62% 2008 115,506 6,089,499,775 52,720 129,439,594 1,121 2.13% 101.08% 2009 118,904 6,291,359,112 52,911 122,835,000 1,033 1.95% 99.18% 2010 121,374 6,327,909,022 (3) 52,136 120,442,600 (5) 992 (5) 1.90%(5) 99.13% (6) (1) Source: Citv Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Source: Denton Central Appraisal District as of July 18, 2009. (4) Excludes self-supported general obligation debt. (5) Projected. Includes the Bonds and a portion of the Certificates. Prelirninarv_ , subject to change. (6) Collections for part year only, through April 1, 2010. For additional information regarding the City, please contact: Brvan Landev Laura Alexander Director of Finance First Southwest Company Citv of Denton 777 Main Street, Suite 1200 215 E. McKinnev Street or Fort Worth, Texas 76102 Denton, Texas 76201 (817) 332-9710 (940) 349-8224 7 CITY OFFICIALS, STAFF AND CONSULTANTS ELECTED OFFICIALS Term City Council Expires Mark Burroughs Mav_ , 2012 Mavor Pete Kamp Mav_ , 2012 Mayor Pro Tem, At Large Place 5 James King Mav_ , 2012 CouncHmember, At Large Place 6 Charlve Heggins Mav_ , 2011 CouncHmember, District 1 Dalton Gregory Mav_ , 2011 CouncHmember, District 2 Jinn Engelbrecht Mav_ , 2011 CouncHmember, District 3 Chris Watts Mav_ , 2011 CouncHmember, District 4 SELECTED ADNIINISTRATIVE STAFF Name Position George C. Campbell City Manager Howard Martin Assistant City Manager Jon Fortune Assistant City Manager Fred Greene Assistant City Manager Bryan Langley Director of Finance Jennifer K. Walters Citv Secretarv Anita Burgess City Attomev CONSULTANTS AND ADVISORS Auditors Weaver, LLP Dallas, Texas Bond Counsel McCall, Parkhurst & Horton L.L.P. Dallas, Texas Financial Advisor First Southwest Company Fort Worth, Texas 8 OFFICIAL STATEMENT RELATING TO CITY OF DENTON, TEXAS $4,115,000 $61,085,000 CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 2010 CERTIFICATES OF OBLIGATION, SERIES 2010 INTRODUCTION This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of $4,115,000 Citv of Denton, Texas, General Obligation Bonds, Series 2010 (the "Bonds") and $61,085,000* City of Denton, Texas, Certificates of Obligation, Series 2010 (the "Certificates"). The Bonds and the Certificates (collectively the "Obligations") are separate and distinct securities offerings being authorized for issuance under separate ordinances (the "Bond Ordinance" and the "Certificate Ordinance", respectively, and collectively the "Ordinances") to be adopted by the City Council of the City, but are being offered and sold pursuant to a common Official Statement, and while the Bonds and Certificates share certain cormmon attributes, each issue is separate and apart from the other and should be reviewed and analyzed independently, including the kind and type of obligation being issued, its terms of payment, the security for its payment, the rights of the holders , the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and the covenants and agreements made with respect thereto. Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the Ordinances to be adopted on the date of sale of the Obligations, except as otherwise indicated herein. There follows in this Official Statement descriptions of the Obligations and certain information regarding the City and its finances. All descriptions of documents contained herein are only surmmaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the Citv_ 's Financial Advisor, First Southwest Company, Dallas, Texas. DESCRIPTION OF TITE CITY The Citv of Denton, Texas (the "City") is a political subdivision located in Denton County operating as a home-rule city under the laws of the State of Texas and a charter approved by the voters in 1959. The City operates under the Council/Manager form of government where the Mav_ or and six Councihnembers are elected for staggered two-year terms. The City Council formulates operating policy for the City while the City Manager is the chief administrative officer. The Citv is approximately 101.15 square miles in area. * Prelirninaiv_ , subject to change. THE OBLIGATIONS DESCRIPTION OF TITE OBLIGATIONS The Obligations are dated June 15, 2010 (the "Dated Date"), and mature on Februaiv 15 in each of the vears and in the amounts shown on the cover page and page 3 hereof. Interest will accrue from the Dated Date, will be computed on the basis of a 360-dav vear of twelve 30-dav months, and will be payable on August 15 and Februaiv 15 of each year, cormmencing February 15, 2011, until maturity or prior redemption. The definitive Obligations will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Obligations will be payable by the Paving Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations. See "The Obligations - Book-EntRv-Only System" herein. AUTHORITY FOR ISSUANCE The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter 1331, Texas Government Code, as amended, and the Bond Ordinance. The Certificates are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as amended, and the Certificate Ordinance. PITRPOSE Proceeds of the Bonds, are expected to be used for (i) for various street improvements, and park land acquisitions and improvements, and (ii) paying the costs associated with the issuance of the Bonds. Proceeds from the sale of the Certificates will be used for (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's waterworks and sewer system, (b) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's electric light and power system; (c) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements the City's solid waste disposal system: (d) renovations to, and equipping of, existing municipal buildings, including Main City Hall; (e) acquisition of vehicles 9 and equipment for the City's motor pool; and (f) paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said Certificates of Obligation. SECURITY AND SOURCE OF PAYMENT The Bonds The Bonds constitute direct and voted obligations of the City and the principal thereof and interest thereon are payable from an annual ad valorem tax levied bv_ the City, within the limits prescribed bv_ law, upon all taxable property in the City, as provided in the Bond Ordinance. The Certificates The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (consisting of the electric system and the waterworks and sewer svstem). TAx RATE LIMITATION All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt, including the Obligations, within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the Citv, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the Citv adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attornev General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all general obligation debt, based on 90% tax collection factor. OPTIONAL REDEMPTION The City reserves the right, at its option, to redeem the Obligations having stated maturities on and after Febiuaiv 15, 2021 in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2020 or anv date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds or Certificates are to be redeemed, the City may select the maturities of Bonds or Certificates, as the case may be, to be redeemed. If less than all the Bonds or Certificates of anv maturity are to be redeemed, the Paying Agent/Registrar (or DTC while the Bonds or Certificates, as the case may be, are in Book-Entry-Only form) shall determine by lot the Bonds or Certificates, or portions thereof, within such maturity to be redeemed. If a Bond or Certificate (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Bond or Certificate (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. With respect to any optional redemption of the Bonds or Certificates, as the case may be, unless certain prerequisites to such redemption required by the respective Ordinance have been met and money sufficient to pay the principal of and premium, if anv, and interest on the Bonds or Certificates, as the case may be, to be redeemed will have been received by the Paving Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said redemption will, at the option of the Citv, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the City will not redeem such Bonds or Certificates, as the case may be, and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that the Bonds or Certificates, as the case may be, have not been redeemed. NOTICE OF REDEMPTION Not less than 30 days prior to a redemption date for the Obligations, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Obligations to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the business dav_ next preceding the date of mailing such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. IF AN OBLIGATION (OR ANY PORTION OF ITS PRINCIPAL SUM) SHALL HAVE BEEN DULY CALLED FOR REDEMPTION AND NOTICE OF SUCH REDEMPTION DULY GIVEN, THEN UPON THE REDEMPTION DATE SUCH OBLIGATION (OR THE PORTION OF ITS PRINCIPAL SUM TO BE REDEEMED) SHALL BECOME DUE AND PAYABLE, AND, IF MONIES FOR THE PAYMENT OF THE REDEMPTION PRICE ARE HELD FOR THE PURPOSE OF SUCH PAYMENT BY THE PAYING AGENT/REGISTRAR AND ALL OTHER CONDITIONS TO REDEMPTION ARE SATISFIED, INTEREST SHALL CEASE TO ACCRUE AND BE PAYABLE FROM AND AFTER THE REDEMPTION DATE ON THE PRINCIPAL AMOT TNT REDEEMED. DEFE SANCE The Ordinances provide that any Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Obligation") within the meaning of such Ordinance when payment of the principal of such Obligation, plus interest thereon to the due date either (i) shall have been made or caused to be made in accordance with the terns thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such 10 payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such tunes as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Obligations shall have become due and payable. At such time as an Obligation shall be deemed to be a Defeased Obligation hereunder, as aforesaid, such Obligation and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in the Ordinance, and such principal and interest shall be payable solely from such monev or Government Obligations. Am- moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and tunes as herembefore set forth, and all income from such Government Obligations received by the Paving Agent/Registrar which is not required for the payment of the Obligations and interest thereon, with respect to which such monev has been so deposited, shall be turned over to the City, or deposited as directed in writing to the City. The Ordinances provide that "Government Obligations" means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. Upon such deposit as described above, such defeased Obligations shall no longer be regarded to be outstanding obligations payable from ad valorem taxes levied by the City or from the other revenues pledge to their payment in the Ordinances, but will be payable only from the funds and Government obligations deposited in escrow and will not be considered debt of the City for any purpose. After firm banking and financial arrangements for the discharge and final payment or redemption of the Obligations have been made as described above, all rights of the City to initiate proceedings to call the Obligations for redemption or take any other action amending the terms of the Obligations are extinguished, provided, however, that the right to call the Obligations for redemption is not extinguished if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Obligations for redemption; (ii) gives notice of the reservation of that right to the owners of the Obligations immediately following the making of the firm banking and financial arrangements, (iii) directs that notice of the reservation be included in any redemption notices that it authorize, and (iv) at the time of the redemption, satisfies the conditions of the second preceding paragraph with respect to such Obligations as though it was being defeased at the time of the exercise of the option to redeem the Obligations, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the Obligations. Booi, -ENTRY-ONLY SYSTEM This section describes how ownership of the Obligations is to be transferred and how the prineipal of, premium, if any, and interest on the Obligations are to be paid to and accredited by DTC while the Obligations are registered in its nominee name. The information in this section concerning DTC and the Book Entfy-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City believes the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Obligations, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Obligations), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current nrles applicable to DTC are on file with the Securities and Exchange Commission, and the currentprocedures ofDTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Obligations. The Obligations will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered security certificate will be issued for the Obligations in the aggregate principal amount thereof and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Cormmercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-US. equity, corporate and municipal debt issues, and money market instrument from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-Trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entiv transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-US. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, FICC and EMCC, also 11 subsidiaries of DTCC) as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC svstem is also available to others such as both U.S. and non-US. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Cormnission. More information about DTC can be found at www.dtcc.com and www.dtc.ore. Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC's records. The ownership interest of each actual purchaser of each Obligation ('Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership interest in the Obligations are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Obligations, except in the event that use of the book-entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC's records reflect only the identity of the Direct Participant to whose account such Obligations are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Convevance of notices and other cormmunications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligation documents. For example, Beneficial Owners of Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Obligations within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Obligations will be made to DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar on payable dates in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customaiv practices, as in the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the City and the Paying Agent/Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Obligation certificates are required to be printed and delivered. The Citv may decide to discontinue use of the svstem of book-entry transfers through DTC (or a successor securities depository). In that event, Obligations will be printed and delivered. Use of Certain Terms in Other Sections of this Offieial Statement. In reading this Official Statement it should be understood that while the Obligations are in the Book-Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Obligations, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners under the Ordinances will be given only to DTC. 12 Information concerning DTC and the Book-Entiv-Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation bv_ the City, the Financial Advisor or the Initial Purchaser. Effect of Termination of Book-Entry-Only System In the event that the Book-Entrv-Only Svstem is discontinued by DTC or the use of the Book-Entiv-Only Svstem is discontinued by the City, printed Obligations will be issued to the holders and the Obligations will be subject to transfer, exchange and registration provisions as set forth in the Ordinances and surmmarized under "The Obligations - Transfer, Exchange and Registration" below. PAYING AGENT/REGISTRAR The initial Paying Agent/Registrar for the Bonds and the Certificates is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Ordinances, the City retains the right to replace the Paying Agent/Registrar. The Citv covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds and Certificates are duly paid and anv successor Paying Agent/Registrar shall be a cormmercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Bonds and Certificates. Upon any change in the Paying Agent/Registrar for the Bonds and Certificates, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds and Certificates, as applicable, by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of the Bonds and Certificates is payable to the registered holder appearing on the registration books of the Paying Agent/Registrar (the "Registered Owner") at the designated corporate trust office of the Paying Agent/Registrar upon surrender of the Bonds and Certificates for payment. Interest on the Bonds and Certificates is payable to the Register Owners appearing on the registration books of the Paying Agent/Registrar at the close of business on the Record Date (identified below) and such interest shall be paid by the Paying Agent/Registrar by check mailed, first class postage prepaid, to the Register Owner or by such other arrangement, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the Registered Owner. If the date for the payment of the principal of or interest on the Bonds and Certificates shall be a Saturdav, Sundav, a legal holiday, or a day when banking institutions in the city where the designated corporate office of the Paying Agent/Registrar is located is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturdav, Sunday, legal hohdav, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. TRANSFER, E%CHANGE AND REGISTRATION In the event the Book-Entry-Only Svstem should be discontinued, printed Obligations will be delivered to the Registered Owners and thereafter the Obligations may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender of such printed Obligations to the Paying Agent/Registrar and such transfer or exchange shall be without expense or service charge to the Registered Owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Obligations may be assigned by the execution of an assignment form on the Obligations or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Obligations will be delivered by the Paying Agent/Registrar, in lieu of the Obligations being transferred or exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new Registered Owner or his designee. To the extent possible, new Obligations issued in an exchange or transfer of Obligations will be delivered to the Registered Owner or assignee of the Registered Owner in not more than three business days after the receipt of the Obligations to be canceled, and the written instrument of transfer or request for exchange duly executed by the Registered Owner or his duly authorized agent, in form satisfactoiv to the Paying Agent/Registrar. New Obligations registered and delivered in an exchange or transfer shall be in an-, integral multiple of $5,000 for anv one maturitv and for a like aggregate principal amount as the Obligations surrendered for exchange or transfer. See "The Obligations-Book-Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Obligations. Neither the City nor the Paving Agent/Registrar shall be required to transfer or exchange an-, Certificate called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the uncalled balance of a Certificate or Bond. RECORD DATE FOR INTEREST PAYMENT The record date ("Record Date") for the interest payable on the Bonds and Certificates on an-, interest payment date means the close of business on the last business dav_ of the month next preceding such interest payment date. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond and Certificate appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. 13 AMENDMENTS In each Ordinance, the Citv has reserved the right to amend the Ordinance without the consent of any holder of the respective Obligation for the purpose of amending or supplementing the Ordinance to (i) cure any ambiguity, defect or omission therein that does not materiallv adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of the Ordinance that do not materiallv adversely affect the interests of the holders, (iv) qualify the Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect or (v) make such other provisions in regard to matters or questions arising under the Ordinance that are not inconsistent with the provisions thereof and which, in the opinion of Bond Counsel for the Citv, do not materiallv adversely affect the interests of the holders. Each Ordinance further provides that the holders of the Bonds or Certificates, as applicable, aggregating in principal amount a majority of the outstanding Bonds or Certificates, as the case may be, shall have the right from time to time to approve any amendment not described above to the applicable Ordinance if it is deemed necessaiv or desirable by the Citv; provided, however, that without the consent of 100% of the holders in original principal amount of the then outstanding Bonds or Certificates so affected, no amendment may be made for the purpose of (i) making any change in the maturity of any of the outstanding Bonds or Certificates; (ii) reducing the rate of interest borne by anv of the outstanding Bonds or Certificates; (iii) reducing the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds or Certificates, (iv) modifying the terms of payment of principal or of interest or redemption premium on outstanding Bonds or Certificates, or imposing any condition with respect to such payment; or (v) changing the minimum percentage of the principal amount of the Bonds or Certificates necessaiv for consent to such amendment. Reference is made to the Ordinances for further provisions relating to the amendment thereof. REMEDIES Each Ordinance establishes specific events of default with respect to the respective series of Obligations. If the City defaults in the payment of the principal of or interest on the Bonds or Certificates when due or the City defaults in the observance or performance of any of the covenants, conditions, or obligations of the City, the failure to perform which materiallv, adversely affects the rights of the owners thereof, including but not limited to, their prospect or ability to be repaid in accordance with the respective Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any owner to the City, each Ordinance provides that any registered owner of a respective Obligation is entitled to seek a writ Of mandamus from a court of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, obligations, or conditions. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the respective Obligations or Ordinance and the City's obligations are not uncertain or disputed. The remedv of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Obligations in the event of default and, consequently, the remedv of mandamus may have to be relied upon from year to vear. The Ordinances do not provide for the appointment of a trustee to represent the interest of the owners of the respective Obligations upon any failure of the City to perform in accordance with the terns of the Ordinances, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. The Texas Supreme Court has Iuled in Tooke v. City of Mexia 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign inum mitt' in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages in the absence of City action, owners of Obligations may not be able to bring such a suit against the City for breach of the Obligations or Ordinance covenants. Chapter 1371, Texas Government Code ("Chapter 1371"), which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing its debt, but in connection with the issuance of the Obligations, the City has not waived sovereign mum mitt' is not using the authority to do so as provided by Chapter 1371. Even if ajudgment against the Citv could be obtained, it could not be enforced by direct lew and execution against the City's property. Further, the Registered Owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax hen on taxable property to pay the principal of and interest on the Bonds or the Certificates. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Obligationholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court), and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinions of Bond Counsel will note that all opinions relative to the enforceability of the Obligations are qualified with respect to the customaiv rights of debtors relative to their creditors and by general principles of equity which permit the exercise of judicial discretion. Initially, the only Registered Owner of the Bonds and Certificates will be The Depository Trust Company. See "The Obligations - Book-Entrv-Only Svstem" herein for a description of the duties of DTC with regard to ownership of the Bonds and Certificates. 14 TAX INFORMATION AD VALOREM TAx Lxw The appraisal of property within the City is the responsibility of the Denton Central Appraisal District (the "Appraisal District"). Excluding agricultural and open-space land, which may be taxed on the basis of productive capacity, the Appraisal District is required under V.T.C.A., Title I, Tax Code, as amended (the "Property Tax Code") to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining market value of property, different methods of appraisal may be used, including the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and the method considered most appropriate by the chief appraiser is to be used. State law further limits the appraised value of a residence homestead for a tax year to an amount that would not exceed the lesser of (1) the market value of the property for the most recent tax year that the market value was determined by the appraisal office or (2) the sum of (a) 10% of the property's appraised value in the preceding tax year, plus (b) the property's appraised value in the preceding tax year, plus (c) the market value of all new improvements to the property. The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of sixteen members appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District at least every three vears. The City may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review Board. Reference is made to the Property Tax Code, for identification of property subject to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes. Article VIII of the State Constitution ("Article VIII") and State law provide for certain exemptions from property taxes, the valuation of agricultural and open-space lands at productivity value, and the exemption of certain personal property from ad valorem taxation. Under Section 1-b, Article VIII, and State law, the governing body of a political subdivision, at its option, may grant an exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older and the disabled from all ad valorem taxes thereafter levied by the political subdivision. Once authorized, such exemption may be repealed or decreased or increased in amount (i) by the governing body of the political subdivision or (ii) by a favorable vote of a majority of the qualified voters at an election called by the governing body of the political subdivision, which election must be called upon receipt of a petition signed by at least 20% of the number of qualified voters who voted in the preceding election of the political subdivision. In the case of a decrease, the amount of the exemption may not be reduced to less than $3,000 of the market value. The surviving spouse of an individual who qualifies for the foregoing exemption for the residence homestead of a person 65 or older (but not the disabled) is entitled to an exemption for the same property in an amount equal to that of the exemption for which the deceased spouse qualified if (i) the deceased spouse died in a year in which the deceased spouse qualified for the exemption, (ii) the surviving spouse was at least 55 years of age at the time of the death of the individual's spouse and (iii) the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse. In addition to anv other exemptions provided by the Property Tax Code, the governing body of a political subdivision, at its option, may grant an exemption of up to 20% of the market value of residence homesteads, with a minimum exemption of $5,000. In the case of residence homestead exemptions granted under Section 1-b, Article VIII, ad valorem taxes may continue to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt if cessation of the levy would impair the obligation of the contract by which the debt was created. Under Article VIII and State law, the governing body of a county, municipality or junior college district may provide for a freeze on total amount of ad valorem taxes levied on the residence homestead of a disabled person or persons 65 years of age or older above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon receipt of a petition signed by five percent of the registered voters of the counter, municipality or junior college district, an election must be held to determine by majority vote whether to establish such a limitation on taxes paid on residence homesteads of persons 65 years of age or who are disabled. Upon providing for such exemption, the total amount of taxes imposed on such homestead cannot be increased except for improvements (other than maintenance, repairs or improvements required to comply with governmental requirements) and such freeze is transferable to a different residence homestead. Also, a surviving spouse of a taxpayer who qualifies for the freeze on ad valorem taxes is entitled to the same exemption so long as the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse and the spouse was at least 55 years of age at the time of the death of the individual's spouse. Once established such freeze cannot be repealed or rescinded. State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption applies to either real or personal property with the amount of assessed valuation exempted ranging from $5,000 to a maximum of $12,000, dependent upon the degree of disability or whether the exemption is applicable to a surviving spouse or children; provided, however, that beginning in the 2009 tax year, a disabled veteran who receives from the from the United States Department of Veterans Affairs or its successor 100 percent disability compensation due to a seivice-connected disability and a rating of 100 percent disabled or of individual unemplovability is entitled to an exemption from taxation of the total appraised value of the veteran's residence homestead. 15 Article VIII provides that eligible owners of both agricultural land (Section 1-d) and open-space land (Section 1-d-1), including open-space land devoted to farm or ranch purposes or open-space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both Section 1-d and 1-d-1. Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem taxation. Article VIII, Section I -J, provides for "freeport property" to be exempted from ad valorem taxation. Freeport property is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. Notwithstanding such exemption, counties, school districts, junior college districts and cities may tax such tangible personal property provided official action to tax the same was taken before April 1, 1990. Decisions to continue to tax may be reversed in the future; decisions to exempt Feeport property are not subject to reversal. Article VIII, Section 1-n of the Texas Constitution provides for the exemption from taxation of "goods-in-transit." "Goods-in- transit" is defined by Section 11.253 of the Property Tax Code, which is effective for tax years 2008 and thereafter, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out-board motor, heavy equipment and manufactured housing inventory. Section 11.253 permits local governmental entities, on a local option basis, to take official action bv_ Januaiv 1 of the year preceding a tax year, after holding a public hearing, to tax "goods-in-transit" during the following tax year. A taxpayer may only receive either the freeport exemption or the "goods-in-transit" exemption for items of personal property. The Citv or Denton County mav create one or more tax increment financing districts ("TIF") within the Citv or Denton County, as applicable, and freeze the taxable values of property in the TIE at the value at the time of its creation. Other overlapping taxing units levying taxes in the TIF may agree to contribute all or part of future ad valorem taxes levied and collected against the value of property in the TIE in excess of the "frozen values" to pay or finance the costs of certain public improvements in the TIF. Taxes levied by the City against the values of real property in the TIE in excess of the "frozen" value are not available for general city use but are restricted to paying or financing "project costs" within the TIF. The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. The Citv is also authorized, pursuant to Chapter 380, Texas Local Government Code, as amended ("Chapter 380"), to establish programs to promote state or local economic development and to stimulate business and cormmercial activity in the City. In accordance with a program established pursuant to Chapter 380, the City may make loans or grants of public funds for economic development purposes, however no obligations secured bv_ ad valorem taxes mav be issued for such purposes unless approved by voters of the Citv. EFFECTIVE TAx RATE AND ROLLBACK TAx RATE Under the current Property Tax Code a governing body of a taxing unit is required to adopt its annual tax rate per $100 taxable value for the unit before the later of September 30 or the 60th day after the date the certified appraisal roll is received by the taxing unit, and a failure to adopt a tax rate by such required date will result in the tax rate for the taxing unit for the tax year to be the lower of the effective tax rate calculated for that tax vear or the tax rate adopted by the taxing unit for the preceding tax year. By each September 1 or as soon thereafter as practicable, the City Council adopts a tax rate per $100 taxable value for the current year. The tax rate consists of two components: (1) a rate for funding of maintenance and operation expenditures, and (2) a rate for debt service. Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and "rollback tax rate". The Citv Council mav not adopt a tax rate that exceeds the lower of the effective tax rate or the rollback tax rate until it has held two public hearings on the proposed increase following notice to the taxpayers and otherwise complied with the Property Tax Code. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate. "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last v_ ear's taxes and new values are not included in this vear's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax lew (adjusted) from this vear's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters to authorize an additional one-half cent sales tax on retail sales of taxable items. If the additional tax is levied, the effective tax rate and the rollback tax rate calculations are required to be offset by the revenue that will be generated by the sales tax in the current year. Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. 16 PROPERTY ASSESSMENT AND TAx PAYMENT Property within the City is generally assessed as of Januarv I of each year. Business inventory may, at the option of the taxpayer, be assessed as of September 1. Oil and gas reserves are assessed on the basis of a valuation process which uses an average of the daily price of oil and gas for the prior year. Taxes become due October 1 of the same vear, and become delinquent on Februaiv 1 of the following year. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four installments with the first due on Februaiv_ 1 of each year and the final installment due on August 1. PENALTIES AND INTEREST Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows: Cumulative Cumulative Month Penaltv Interest Total February 6% 1 % 7% March 7 2 9 April 8 3 11 May 9 4 13 June 10 5 15 July 12 6 18 After July, penalty remains at 12%, and interest accrues at a rate of one percent (1%) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether ajudgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's hen may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents hens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post-petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAx CODE The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $30,000 and those who are disabled of $10,000. The City grants an additional one-half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The Citv does not tax nonbusiness personal property. Denton Countv began collecting taxes for the City during the fiscal year 2006-07. The Citv does not allow split payments, and discounts are not allowed. The Citv does not tax freeport property. The Citv collects the additional one-half cent sales tax for reduction of ad valorem taxes. The City does tax "goods-in-transit". The City has not adopted the tax freeze for citizens who are disabled or are 65 years of age or older. The City has approved an increase in the Over-65 exemption in $5,000 increments from $30,000 to $50,000 over the next four years. The City has adopted a tax abatement policy. The City does not participate in any tax increment financing zones. TAx ABATEMENT POLICY The City has adopted a tax abatement policy. In 1990, the City council adopted a resolution setting guidelines and criteria for granting abatements in reinvestment zones created within the City. These guidelines specifically note that incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The City Council approved the following tax abatement agreements: 17 • In 2001, a 100% tax abatement for a tern of ten years was granted to Peterbilt Motors on the incremental value relating to the expansion of their division headquarters. The project was completed and the abatement will expire in 2011. • In 2003, a 35% tax abatement for a tern of five years was granted to Flowers Baking Company on the incremental value relating to the expansion and renovation of a vacant facility in Denton. The project was completed and the three- phase project abatement will expire in 2011. • In 2004, a 35% tax abatement for a tern of five years was granted to Fastenal Company for their 200,000 square foot, $5 million distribution center. The project was delayed but completed in 2008 at an estimated valuation of $15 million. The agreement will terminate in 2013. • In 2007, a 100% tax abatement for a tern of up to seven years was granted to Aldi Foods for their 500,000 square foot $52 million distribution center. The abatement amount is based on the cost incurred bv_ Aldi to construct a road to their site. The project was completed in 2009 and the agreement will terminate in 2016. CHAPTER 380 AGREEMENTS The City has also entered into Chapter 380 agreements. Each agreement is based on the project's contribution in either sales or property tax revenue. The City Council approved the following Chapter 380 agreements: • In 2001, an agreement was approved for the 450,000 square foot, $50 million Denton Crossing retail center. The grantee receives one-third of the sales tax generated by the project for a maximum of fifteen vears as reimbursement for public improvement costs related to the project. The project was completed and the Chapter 380 Grant was initiated in 2004. The agreement will terminate in 2018. • In 2003, an agreement was approved for Sally Beauty Company for their new international headquarters valued at over $29 million. The company receives a grant equal to 40% of the property tax paid on the new facility and equipment for a period of ten years. The agreement will terminate in 2014. • In 2004, an agreement was approved for Teasley Partners for an urban style mixed-use development. The grantee may receive one-third of the sales tax generated by the project for a maximum of fifteen vears as reimbursement for public improvement costs related to the project. The project has not been completed. Although a new hotel and some residential units have been completed, no qualifying retail has been constructed. • In 2004, an agreement was approved for Windjammer Ltd for Unicorn Lake, an urban style mixed-use development. The grantee will receive one-third of the sales tax generated by the project for a maximum of fifteen vears as reimbursement for public improvement costs related to the project. Although the project is still under development, the grantee has satisfied the thresholds established in the agreement. The grant payments were initiated in December 2009. The agreement will terminate in 2023. • In 2007, an agreement was approved for Allegiance Hillview for the Ravzor Ranch mixed-use development. The 400 acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a varying rate of sales tax reimbursement based on public improvement costs, which include the widening of a state highway that bisects the project. The grantee will receive a maximum of $20 million over a 15 year term for phase one and a maximum of $42 million over a tern of 20 vears for phase two. Phase one is under construction with major big box retail planned for completion in late 2011 or early 2012. • In 2008, an agreement was approved for the expansion of Josten's. The grant is based on 75% of the new property tax revenue generated bv_ the expansion for a tern of seven v_ ears. The project was completed and the agreement will terminate in 2015. ANNEXATION PLANS On May 4, 2010, the City annexed 15 areas totaling approximately 7,480 acres. An additional 3 areas, totaling approximately 1,609 acres have been placed in a three year annexation plan and may be annexed after three years. The cost to provide services to the areas as well as any revenues generated from the areas will also occur immediately with regard to some services and in phases over a three to five year period in regard to other services. It is estimated that a total of 2,136 residents will be added to the City's population. State law requires the City to prepare a service plan that provides for full municipal services (defined to mean services provided by the Citv within its full-purpose boundaries, including water and wastewater service otherwise provided to similar areas in the City but excluding gas or electrical service) to the annexed areas. The City may provide the services utilizing any of the methods by which it extends services to other areas of the Citv. The Citv currently estimates that if all 18 areas are annexed, the total aggregate net cost of the annexation (costs of services to the annexed areas minus additional ad valorem taxes, sales taxes and other revenues generated from the annexed areas) to the City will be approximately_ $2,014,000 after five years and approximately $2,625,000 after ten years. The estimate makes a number of assumptions regarding expenditures and revenues over the next few years. The overriding assumption for the analysis is that the fundamental development of the proposed annexation areas will not change. In other words, the annexation cost estimate does not assume that anv major developments will take place in the proposed annexation area. This assumption is being made for the cost estimate since additional developments are merely a matter of speculation at this time. The use of this assumption, however, should not be interpreted to mean that the area is not expected to develop over time. 18 TABLE I - VALtTATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT 2009/10 Market Valuation Established b-,- Denton Central Appraisal District $7,099,231,878 Less Exemptions/Reductions at 1000 o Market Value: Residence Homestead Exemptions $ 83,711,284 Over 65 Exemptions 138,378,400 Disabled Persons Exemptions 2,836,433 Disabled Veterans Exemptions 11,690,168 Agricultural I and Use Productivity 290,391,229 Historical Other Exemptions 4,988,771 Freeport Exemptions 192,952,696 Abatement Exemptions 9,702,511 Prorated Exempt Property 428,934 Pollution Exemptions 31,297,815 Homestead Cap Adjustment 4,944,615 771,322,856 2009/10 Taxable Assessed Valuation (as of 7-18-09) $ 6,327,909,022 City Funded Debt Pavable from Ad Valorem Taxes General Obligation Bonds (asof4-1-10) $ 76,300,000 Certificates of Obligation (as of 4-1-10) 53,425,000 Tax and Utility System Bonds (as of 4-1-10) 58,820,000 The Certificates('") 61,085,000 The Bonds 4,115,000 Funded Debt Pavable from Ad Valorem Taxes $ 253,745,000 Less Self-Supporting General Obligation Debt (3) Solid Waste System General Obligation Debt $ 21,847,400 (4) Drainage System General Obligation Debt 2,750,000 Utilitv S\-stem General Obligation Debt 108,705,000 (4) 133,302,400 Net Tax Supported Debt Payable from Ad Valorem Taxes $ 120,442,600 Interest and Sinking Fund as of 4-1-10 (unaudited) $ 3,296,065 Ratio Total Funded Debt to Taxable Assessed Valuation 4.010o Ratio Net Funded Debt to Taxable Assessed Valuation 1.9000 2010 Estimated Population - 121,374 Per Capita Taxable Assessed Valuation - $52,136 Per Capita Total Funded Debt - $2,091 Per Capita Net Funded Debt - $992 (1) The above statement of indebtedness does not include $266,705,000 Utilitv Svstem Revenue Bonds as these bonds are payable solely from the net revenues of the Utility System (the "System"), as defined in the ordinances authorizing such bonds. (2) Preliminarv, subject to change. (3) As a matter of policy, the City provides debt service on its general obligation debt issued to fund improvements to its Utility System, Solid Waste Svstem and Drainage System from surplus revenues of these Systems (see "Table 7 - General Obligation Debt Service Requirements" and "Table 9 - Computation of Self-Supporting Debt"). This policy is subject to change in the future. The City's Utility System is comprised of the City's entire existing electric, light and power system and the existing waterworks and sewer Svstem. The City's Utilitv Svstem General Obligation Debt has been issued to finance improvements to finance or refinance Utility System improvements and contractual obligations and is being paid, or is expected to be paid, from Utility System revenues. The Citv has $266,705,000 Utilitv Svstem Revenue Bonds outstanding payable from a pledge of Utilty System revenues. The Citv's Solid Waste Svstem General Obligation Debt has been issued to finance or refinance Solid Waste System improvements and is being paid, or is expected to be paid, from Solid Waste System revenues. The City has no outstanding Solid Waste Svstem Revenue Bonds. The City's Drainage System General Obligation Debt has been issued to finance or refinance Drainage System improvements and is being paid, or is expected to be paid, from Drainage System revenues. The City has no outstanding Drainage System Revenue Bonds. (4) Includes a portion of the Certificates. Preliminarv, Subject to change. 19 TABLE 2 - TAXABLE ASSESSED VALtTATIONS BY CATEGORY Taxable Appraised Value for Fiscal Year Ended September 30, 2010 2009 2008 °'o of °'o of °'o of Category Amount Total Amount Total Amount Total Real, Residential, Single Family $ 3,475,374,687 48.95°0 $3,397,880,407 48.63°0 $3,192,783,727 48.35°0 Real, Residential, Multi-Family 688,298,068 9.70°0 638,906,357 9.14% 552,635,146 8.37°0 Real, VacantLots/Tracts 162,282,464 2.29°0 160,766,209 2.30% 135,800,628 2.06°0 Real, Acreage (Land Only) 356,896,058 5.03°0 330,913,400 4.74% 330,570,774 5.01°0 Real, Farm and Ranch Improvements 33,242,494 0.47°0 32,526,580 0.47% 51,987,396 0.79°0 Real, Commercial and Industrial 1,392,817,179 19.62°0 1,416,914,699 20.28% 1,326,705,553 20.09°0 Real, Oil, Gas, and Other Mineral Reserves 68,616,710 0.97°0 51,531,540 0.74% 46,500,010 0.70°0 Real and Tangible Personal, Utilities 79,577,104 1.12°0 84,395,222 1.21°0 68,372,262 1.04°0 Tangible Personal, Commercial and Industrial 749,892,931 10.56°0 778,403,096 11.14% 785,231,437 11.89°0 Tangible Personal, Other 17,779,752 0.25°0 20,656,852 0.30% 19,919,543 0.30°0 Real and Special Property, Inventory 74,454,431 1.05°0 74,539,998 1.07% 92,889,789 1.41°o Total Appraised Value Before Exemptions $7,099,231,878 100.00°0 $6,987,434,360 100.00% $6,603,396,265 100.00°0 Less: Total Exemptions/ Reductions (771,322,856) (696,075,248) (671,868,100) Supplements - (2) - (2) 157,971,610 Taxable Assessed Value $ 6,327,909,022 $ 6,291,359,112 $ 6,089,499,775 Taxable Appraised Value for Fiscal Year Ended September 30, 2007 2006 °'o of °'o of Category Amount Total Amount Total Real, Residential, Single Family $2,927,902,799 50.15°0 $2,630,845,438 50.72% Real, Residential, Multi-Family_ 454,710,640 7.79% 446,271,900 8.60% Real, VacantLots/Tracts 131,508,053 2.25°0 98,411,369 1.90% Real, Acreage (Land Only) 277,588,810 4.75°0 222,710,266 4.29°0 Real, Farm and Ranch Improvements 29,732,528 0.51°0 23,387,957 0.45% Real, Commercial and Industrial 1,085,722,435 18.60% 1,000,517,019 19.29% Real, Oil, Gas, and Other Mineral Reserves 57,823,640 0.99°0 26,722,880 0.52% Real and Tangible Personal, Utilities 62,085,822 1.06°0 61,453,659 1.18% Tangible Personal, Commercial and Industrial 737,260,202 12.63% 577,041,159 11.12% Tangible Personal, Other 23,654,377 0.41% 26,019,704 0.50% Real Property, Inventory 50,263,276 0.86°0 73,514,372 1.42% Total Appraised Value Before Exemptions $ 5,838,252,582 100.00°0 $ 5,186,895,723 100.00% Less: Total Exemptions/ Reductions (593,625,675) (493,123,258) Supplements 195,927,794 95,604,346 Taxable Assessed Value $ 5,441,228,909 $4,789,376,811 (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2010 the values are as of July 18, 2009. (2) Due to a change in Appraisal District reporting supplements are included in category amounts. 20 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY Net Ratio Net Fiscal Taxable Tax Debt Tax Debt Funded Year Taxable Assessed Outstanding to Taxable Debt Ended Estimated Assessed Valuation at End Assessed Per 9130 Population (1) Valuation (2) Per Capita of Year (4) Valuation Capita 2006 108,381 $4,789,376,811 $44,190 $ 101,054,142 2.11% $ 932 2007 113,800 5,441,228,909 47,814 119,266,729 2.19% 1,048 2008 115,506 6,089,499,775 52,720 129,439,594 2.13% 1,121 2009 118,904 6,291,359,112 52,911 122,835,000 1.95% 1,033 2010 121,374 6,327,909,022 (3) 52,136 120,442,600 (5) 1.90% (5) 992 (5) (1) Source: Citv Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Source: Denton Central Appraisal District as of July 18, 2009. (4) Excludes self-supported general obligation debt. (5) Projected, includes the Bonds and a portion of the Certificates. Preli minarv, subject to change. TABLE 4 - TAx RATE, LEVY AND COLLECTION HISTORY Fiscal Year Distribution Ended Tax General Interest and % Current % Total 9130 Rate Fund Sinking Fund Tax Levy (i) Collections Collections 2006 $ 0.60815 $ 0.42928 $ 0.17887 $ 29,545,033 98.71% 100.22% 2007 0.62652 0.44765 0.17887 34,273,862 99.83% 100.62% 2008 0.66652 0.44765 0.21887 40,816,256 98.87% 101.08% 2009 0.66652 0.44765 0.21887 43,086,123 98.46% 99.18% 2010 0.66652 0.44765 0.21887 42,176,779 98.03% (2) 99.13% (2) (1) Tax lew for the 2010 vear is based on the Certified Value. Prior v_ ears represent adjusted values that include supplements. (2) Collections for part rear only, through April 1, 2010. TABLE 5 - TEN LARGEST TAxPAYERS 2009110 % of Total Taxable Taxable Assessed Assessed Name of Taxpayer Nature of Property Valuation Valuation Columbia Medical Center of Denton Hospital/Professional Building $83,900,462 1.33% Inland Western Denton Crossing Ltd PS Real Estate Development 53,041,520 0.84% Paccar Inc. Diesel Truck Manufacturing 52,109,610 0.82% GTE Southwest Inc. DBA Verizon Telephone Utility 32,549,140 0.51% GEL Ti mberlinks LLCD Residential Multifamily 29,500,000 0.47% Aldi (Texas) LLC Retail Distribution Center 25,554,780 0.40% Denton Education Housing Corp. Residential Multifamily 21,693,000 0.34% SCI Gatewav at Denton Fund 25 LLC Cormnercial Lots/Real, Industrial 20,717,990 0.33% CNL Retirement CRS1 Medical Facilities 19,778,423 0.31% Value Family Properties Mixed Use Development 19,776,368 0.31% $ 358,621,293 5.67% Source: Denton Countv Tax Office. GENERAL OBLIGATION DEBT LIMITATION No general obligation debt limitation is unposed on the City under current State law or the City's Home Rule Charter (see "The Bonds - Tax Rate Limitation" for a description of the limitations on ad valorem tax rates.). 21 TABLE 6 - ESTIMATED OVERLAPPING TAx DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds ("Tax Debt") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the Citv, the Citv has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have issued additional Tax Debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional Tax Debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. 2009/10 Citvs Authorized Taxable 2009/10 Total Estimated Overlapping But Unissued assessed Tax Funded 4% Funded Debt Debts Of Taxing Jurisdiction Value Rate Debt Applicable As of 4-1-10 4-1-10 City of Denton $ 6,327,909,022 $ 0.66652 S 120,442,600 (i) 100.004% $120,442,600 S 6,219,000 (2) Denton Independent School District 8,760,564,622 1.49000 625,388,437 64.64°% 404,251,086 116,749,713 Denton County 53,341,773,091 0.24980 373,090,733 11.964% 44,621,652 470,920,625 Argyle Independent School District 981,880,201 1.41005 56,256,194 7.78°% 4,376,732 - Aubrey Independent School District 526,694,070 1.54000 53,442,142 0.01°% 5,344 Thum Independent School District 693,369,703 1.44000 47,995,303 1.944% 931,109 Pilot Point Independent School District 481,614,548 1.37000 19,269,576 0.064% 11,562 Ponder Independent School District 962,239,171 1.30903 31,695,000 1.124% 354,984 Sanger Independent School District 665,896,197 1.36000 29,067,339 0.114% 31,974 Total Direct and Overlapping Funded Debt $ 575,027,042 Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation 9.094% Per Capita Overlapping Funded Debt $ 4,737.65 (1) Includes the Bonds and a portion of the Certificates, less self-supporting debt. Prelirminaly_ , subject to change. (2) Reflects remaining authorization after the issuance of the Bonds. 22 DEBT INFORMATION ~ -o 0 0 0 0 0 O ' ~U ~ ~ \O M O 00 ' N 0000 C, O a O N C, ,--i h h 01 O oo ' C, h_ N \o 01 't C, m .U. Vl oo Vl oo Vl m N M N 41 h h m M 00 O M ~ ~ \o Vl M h al CO Vl Vl h Vl al ~ O h M \O ~ al ti Vl ' " h h Ni M CO CO \o N --i 01 \o --i \o h 01 01 00 00 't \O N 00 h N h O C, --i CO Vl N CO oo O O \O \O h E~ o N M N N ~n ~n oo M y a1 N M M M aj p v vi v N N o a; oo" oc h" vi v m m bq U O al O O O O 01 M O \O \O O U bA O O ~n ~n CO CO O Mi M C, 01 't C, N 01 M ' N \o N ~ v \O O N O M O O ~ ~ ~ M \O ~ N O ~ h al h h ~o o0 C, o0 C, 01 00 ,--i oo 't N CO N N h N O 01 h C, \o O h CO h 01 M oo m 't 't 't 't 't 't fy N M M M M M N N N N M M ll C1 C1 C1 C1 C1 C1 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 M M M M M C 69 69 W b~A h ~n 41 CO Vl CO O \O i i i i i i i i i i i N N Vl N 00 N M O O O 7-r ~ ~ ~ O N N ~ M al ~ O ~ N QI N OO VO m l - 00 m Vl Vl Vl C) M M I'D M N M 0 a ~ ~ 6A 69 O ~ O AO 00 Vl N Vl Vl M M M M N N 41 AO 41 h CO 41 41 00 CO h 41 h M --i \o O ~n O O N M .--I N 00 h 00 rl CO C v h CO 4 M n M n ll V h \O N h h O N O V] r3 v N h M ~o ~n O oc N oc N h N 00 M h O N --i m O M Ni 01 O N N 01 C, al 01 C, N \o M M ,--i N O. CO \o ~n vl M M M M al \O \O \O M N N ~ M O Q" 7-r h O_ h O h N O h \O O h O M CO 't 00 4~ CO h CO O al h al h O h O ~ al O al 't CO c ~ \O O ~n ,--i \O ~ ~ ~ ~ O ~ h ~ h O ~ \O h CO h c 't 01 C, l N 't N N l al al N al _ 00 N al al CO O al O h \O ti \O ~ O Q al ~ ~ ti h ~ CO M ti ~ \O \O ,--i \O \O ~ \O al ~ ~ ~ 4-i M 00 l \O N N O al CO l \O vi 00 l vi -t -t C1 N N N N N N N N N ~ ~ ~ ~ ~ ~ \O ~ 4-i C.J M M O O N al AO M M ,--i AO O ~ cz N_ N h O N h h ~n N N CO Vl 41 M N CO CO --I h al h h \O CO al h ,--i O ~ ~ CO al ~ al al al N ~ N ~ y N O C, Cl , M1 N CO O O0 O l1 \O 00 N 00 C, --i CO Vl O --i N O O M \O 01 x 00 n rl t h O N N N ti tw .a ~ M M N --i O 41 CO h \O ~n MN O 41 h M N N N N N N - ,--i ,--i - - - - - M Y ~ CSC ct ~j ~ o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ct t 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 t -ct uu o v v o v v; C, Ao v o v v o v; v; v o o v o m U p N ~n ~n ~n ~n N CO 00 M C, M O CD 00 N CO m m G' N O N M ~ ~n \O h 00 ~n \O 00 01 M ~n h 01 O N N cC a N M M M M N N N N N N N N N M M M M M 't va z an y f U cC 0 M O ~n C, M Ao Ao Vo Ao M v "'a U a1 ~ ~ v oo a1 0o m ~n M ti h CO N N CO d o ~ ~ o CO al ~ AO l O N~ W v oo r v i o r mv o 0 0 o v m a o cz U Y O \O Mi Mi ,--i O 01 00 h \o ~n t M ti O N N N d 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 W O O O O O O O O O O O O O O O O O O O O O ~ y U 'cj ~n O vi O vi vi O O O vi vi vi vi vi vi vi v O O ~ \O.i . O \O CO al al O N M \o O CO C, CD O N N N N N N N N N M ~ a Ff3 Ff3 ~ N N a W O ^ h 01 N \O \O O \O M "o C, O "o m N g- O oc l~ U `I 00 N \O N M N 00 ~n ~n \O O C, \O U Z \O M N N \O C, \O Vl h N h M C1 \O \O ,r~"r 0 4~ N O C) h O ~ \O O 01 00 ~ N CO CO M ,--i al --i --i *'r M O ~n N .--I 41 O N CO m M O h CO M M \O oo m oo Mr-~ Nr- n C~ v a1 v o ~n N O Q oo i" I'0 o n n v v r r a U c7 c es v o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ ,y ,y o ~ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 y~ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o Q fyy v; o o v; o o v; v; o v; v; o v; v; o v; v; v; v; o O O O O O "o "o N C, Oo v 00 0 Q. CO CO M V1 \O 41 h Vl N h ~ \O N --i V1 V1 41 M ~ ~ 4~ 4~ ~ ~ ~ ~ N ccc~ddd" N N ' Y t t r a ~ ~ OI o_ N M v ~n ~o oo a, o ~ N M v ~n ~o ~ oo a, o ~ ~ ~ ~ ~ ~ 'O M N N N N N N N N N N M O O O O O O O O O O O O . N N N N N N N N N N NO O O O O O O O O N N N N N N N N N N 23 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION Tax Supported Debt Ser-6ce Requirements, Fiscal Year Ending 9/30%2010 $ 17,985,687 Interest and Sinking Fund Balance as of 9/30,09 $2,414,288 Interest and Sinking Fund Tax Le« 13,849,894 Budgeted Transfers 4,552,038 20,816,220 Estimated Balance, 9/30/10 $ 2,830,533 TABLE 9 - COnIPt?TATION OF SELF-SUPPORTING DEBT Net Revenue from Solid Waste System, Fiscal Year Ended 9-30-09 $ 4,669,981 Less: Solid Waste System Revenue Bond Requirements, 2010 Fiscal Year - Balance Available for Other Purposes $ 4,669,981 Solid Waste S-,-stem General Obligation Bond Requirements, 2010 Fiscal Year * 2,804,180 Balance $ 1,865,801 Net Revenue from Drainage System, Fiscal Year Ended 9-30-09 $ 2,014,346 Less: Drainage System Revenue Bond Requirements, 2010 Fiscal Year - Balance Available for Other Purposes $ 2,014,346 Drainage System General Obligation Bond Requirements, 2010 Fiscal Year 520,057 Balance $ 1,494,289 Net Revenue from Utility System (Electric Svstem and Waterworks and Sewer Sv_ stem), Fiscal Year Ended 9-30-09 $ 49,741,757 Less: Utility Svstem Revenue Bond Requirements, 2010 Fiscal Year 28,202,798 Balance Available for Other Purposes $ 21,538,959 Utility Svstem General Obligation Bond Requirements, 2010 Fiscal Year * - Balance $ 21,538,959 * Preliminaiv, subject to change. TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS Amount Amount Date Amount Heretofore Being Unissued Purpose Authorized Authorized Issued Issued Balance Transportation 25 X2005 $27,700,000 $ 19,955,100 $3,755,000 $ 3,989,900 Parks 2/5%2005 10,700,000 8,110,900 360,000 2,229,100 Buildings 25 2005 4,000,000 4,000,000 - - $42,400,000 $32,066,000 $4,115,000 $ 6,219,000 ANTICIPATED ISSUANCE OF GENERAL OBLIGATION DEBT . . . The City does not anticipate the issuance of additional general obligation debt within the next twelve months. 24 TABLE II - OTHER OBLIGATIONS The City has entered into capital lease agreements. The following is a schedule of future miminum lease payments under these capital leases and the present value of the net minimum lease payments as of September 30, 2009: Year Annual Ending Lease 30-Sep Payment 2010 $ 2,449,826 2011 1,153,251 2012 1,104,907 2013 758,964 2014 758,963 2015-2017 175,490 Total Minimum Lease Pavment $6,401,401 Less: Amount Representing Interest 470,181 Present Value of Minimum Future Lease Pavments $ 5,931,220 PENSION FUND The City provides pension benefits for all of its full-time employees (except firefighters) through the Texas Municipal Retirement System ("TMRS"), a State-wide administered pension plan. Employees may retire at ages 60 and above with five or more vears of service or with twenty vears of service regardless of age, and a member is vested after five v_ ears. The Citv makes annual contributions to the plan equal to the amounts accrued for pension expense. In December 2007, the TMRS Board of Trustees approved changes in the actuarial assumptions and funding methodology for all TMRS plans. These changes resulted in higher required contributions and lower funded ratios, and the changes also caused the Citv's actuarial accrued liability to increase significantly from 2006 to 2007. As of December 31, 2008, the City's unfunded actuarial accrued liability was $72,579,853 and the funded ratio was 62.8%. Beginning in 2009, the City of Denton elected to "phase in" higher contributions to TMRS over a period of eight years in order to recognize the change to a projected unit credit cost method in the 2007 actuarial valuation. By doing so, the City will contribute less than the actuarially determined Annual Required Contribution (ARC), and as such, will need to accrue a net pension obligation of $1,756,341 in FY 2008-09. In subsequent years, this net pension obligation will continue to increase until the full actuarially determined ARC is paid by the City. The phase in period will last eight years from fiscal year 2009 to fiscal year 2016. For more detailed information concerning the TMRS plan as well as the City's historical unfunded actuarial accrued liability for calendar vears 2006-2008, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 49 and Exhibit XII, page 61. DREMEN's RELIEF AND RETIREMENT FIND The City provides pension benefits for firefighters through the Denton Firemen's Relief and Retirement Fund (the "Firemen's Fund"). Firefighters may retire at ages 50 with twenty or more years of service, and a member is vested after ten vears of credited service. As of September 30, 2009, there were (i) 60 retirees and beneficiaries receiving benefits and terminated employees entitled to benefits but not vet receiving them, (ii) 72 current employees who were vested and (iii) 93 employees who were not vested. The City made contributions equal to 12% of member salaries for FY 2007- 08 and 14% for FY 2008-09. Beginning in calendar year 2010, the city will provide contributions into the fund at a rate equal to that of the TMRS plan. As of December 31, 2007 (the most recent biennial actuarial valuation), the plan's unfunded actuarial accrued liability was $11,654,893 and the funded ratio was 77.9%. For more detailed information concerning the Firemen's Fund as well as the Citv's historical unfunded actuarial accrued liability for calendar vears 2004-2006, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 52 and Exhibit XII, page 61. IMPLEMENTATION OF NEw ACCOUNTING STANDARDS GASB released the Statement of General Accounting Standards No. 45 ("GASB 45"), Accounting by Employers for Other Post-Employment Benefits ("OPEB"), in June 2004. The Citv implemented GASB 45, for the fiscal year beginning October 1, 2007. GASB 45 sets forth standards for the measurement, recognition, and display of post-employment benefits, other than pensions, such as health and life insurance for current and future retirees. Those subject to this pronouncement are required to: (i) measure the cost of benefits, and recognize other post- employment benefits expense, on the accrual basis of accounting over the working lifetime of the employees, (ii) provide information about the actuarial liabilities for promised benefits associated with past services and whether, or to what extent, the future costs of those benefits have been funded; and provide information useful in assessing potential demands on the employer's future cash flows. The employer's contributions to OPEB costs that are less than an actuarially determined annual required contribution will result in a net OPEB cost, which under GASB 45 will be required to be recorded as a liability in the employer's financial statements. 25 In 2008, the Citv engaged an actuarial firm to prepare an estimate of the City's GASB 45 liability as of October 1, 2007. The 2008 report provides the City with the City's OPEB requirements assuming the Citv's plan offerings, designs, and cost share approach remain constant. The 2008 report estimates the City's accrued liability at $7.9 million and an actuarial present value of total projected benefits of $16.2 million, which represents the present value of all future benefits to be provided by the City to current and future eligible (and electing) retirees, less future normal costs and any pre-funded amounts held in trust. Using this same information, the City's annual required contribution is approximately $879,000 for fiscal year 2009. The City's GASB 45 liability was discussed at length with the Audit/Finance Cormnittee and the Citv Council. At the conclusion of these discussions, the Citv Council concurred with the staff recommendation to fund the Citv's OPEB costs on a pay-as-you-go basis. The pay-as- you-go approach has been recormmended since 1) this provides the lowest cost approach, 2) the ARC is relatively small in comparison to the City's overall budget, and 3) the pay-as-you-go cost is not forecast to exceed the ARC until approximately_ 2031. A discussion of the New GASB Statements is set forth in the Management Discussion and Analysis and in various notes to the Citv's financial statements in Appendix B, "Excerpts from the Comprehensive Annual Financial Report", Note V.B. THE RE_1L-i1\'DER of THLS P_4CELEFT BL -LyK IYTE:vTLO y_4LLI" 26 FINANCIAL INFORMATION TABLE 12 - CIUNGES IN NET ASSETS Fiscal Year Ended September 30, Revenues: 2009 2008 2007 2006 2005 Program Revenue: Charges for Services $ 14,924,773 $ 13,917,248 $ 13,876,695 $ 13,965,099 $ 11,998,876 Operating Grants and Contributions 2,281,136 3,306,325 2,991,224 3,712,817 2,995,978 Capital Grants and Contributions 3,641,296 7,308,398 5,399,220 5,536,786 7,426,194 General Revenue: Property Tax 43,187,433 41,499,791 34,756,356 30,000,847 26,678,783 Sales Tax 20,466,772 21,440,839 20,653,932 20,343,413 18,998,057 Other Taxes Fees 17,270,857 17,909,903 16,784,901 17,914,704 16,628,912 Miscellaneous 5,741,097 7,501,310 6,831,875 5,859,560 4,218,245 Total Revenue $107,513,364 $112,883,814 $101,294,203 $ 97,333,226 $ 88,945,045 Expenditures: General Goveriunent $ 27,482,131 $ 26,408,949 $ 22,145,804 $ 22,165,661 $ 26,675,799 Public Safety 45,368,783 43,426,526 42,161,674 36,626,635 33,642,445 Public works 15,816,065 15,448,473 14,008, 867 12,485,281 11,986,881 Parks and Recreation 12,755,037 12,927,020 11,564,247 10,497,241 9,912,996 Interest on Long-Term Debt 5,733,268 5,372,868 4,658,128 4,333,428 4,175,466 Total Expenses $ 107,155,284 $103,583,836 $ 94,538,720 $ 86,108,246 $ 86,393,587 Increase in Net Assets before Transfers $ 358,080 $ 9,299,978 $ 6,755,483 $ 11,224,980 $ 2,551,458 Transfers 846,119 323,038 (13,475,571) 895,106 864,493 Increase (Decrease) in Net Assets $ 1,204,199 $ 9,623,016 $ (6,720,088) $ 12,120,086 $ 3,415,951 Pri or Period Adjustment - - - - - Net Assets at Beginning of Year 141,105,566 131,482,550 138,202,638 126,082,552 122,666,601 Net Assets at End of Year (1) $ 142,309,765 $141,105,566 $131,482,550 $138,202,638 $126,082,552 (1) Unrestricted net assets, the part of the net assets that may be used to meet the City's ongoing obligations, were $38,252,078 as of September 30, 2009 (see Appendix B, "Excerpts from the Comprehensive Financial Report", page 11). 27 TABLE 12A - GENERAL RIND REVENI?ES AND EXPENDITURE HISTORY Fiscal Year Ended September 30, Revenues: 2009 2008 2007 2006 2005 Tales $49,769,861 $49,772,244 $ 45,842,915 $ 41,906,626 $37,179,874 Licenses and Permits 1,265,733 1,080,580 1,097,323 1,383,169 1,235,337 Franchise Fee 15,669,981 16,197,042 15,197,943 16,499,994 14,250,484 Fries and Forfeitures 4,691,420 4,969,102 4,468,692 4,639,922 3,959,476 Fees for Service 5,888,390 5,657,673 4,439,570 3,661,522 5,520,074 Interest Revenue 744,122 1,084,097 1,441,299 761,159 621,164 Intergovernmental 718,453 779,158 380,887 541,968 629,259 Miscellaneous 229,599 369,052 529,753 447,200 382,494 Total Revenues $78,977,559 $79,908,948 $73,398,382 $ 69,841,560 $63,778,162 Expenditures: General Government $21,318,437 $18,925,270 $ 16,142,835 $ 16,304,027 $ 18,214,630 Public Safet,T 41,999,464 39,619,707 36,776,654 35,073,613 32,252,497 Public Works 6,738,327 6,553,570 5,561,166 4,950,734 5,228,666 Parks mid Recreation 10,016,114 10,230,800 7,312,078 6,817,078 6,810,881 CapitalOutlav 809,004 854,273 2,409,001 281,258 341,958 Debt Service: Principal Retirement 223,106 202,003 41,301 - - Total Expenditures $ 81,104,452 $76,385,623 $ 68,243,035 $ 63,426,710 $ 62,848,632 Excess(Deficiency) of Revenues Over Expenditures $ (2,126,893) $ 3,523,325 $ 5,155,347 $ 6,414,850 $ 929,530 Other Financing Sources (iJSeS): Capital Leases $ 44,865 $ 69,897 $ 1,108,131 $ - $ - Transfers In 112,022 - 5,278,998 579,878 748,065 Sale of Capital Assets - 193,375 - - - Transfers (Out) (612,532) (968,914) (4,038,781) (1,867,799) (1,365,689) Total Other Financing Sources (Uses) $ (455,645) $ (705,642) $ 2,348,348 $ (1,287,921) $ (617,624) Net Changes in Fund Balances $ (2,582,538) $ 2,817,683 $ 7,503,695 $ 5,126,929 $ 311,906 Fund Balances at Beginning of Year 25,377,493 22,559,810 15,056,115 9,929,186 9,617,280 Fund Balances at End of Year $22,794,955 $25,377,493 $ 22,559,810 $ 15,056,115 $ 9,929,186 28 TABLE 13 - MUNICIPAL SALES TAx HISTORY The City has adopted the Municipal Sales and Use Tax Act, V.T.C.A., Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City: the proceeds are credited to the General Fund and are not pledged to the payment of the Bonds. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. In Januaiv 1994, the voters of the City approved the imposition of an additional one-half of one percent of 1%) for property tax reduction. In September 2003, the voters of the City approved the imposition of an additional one-half of one percent of 1%) for the Denton County Transportation Authority. The implementation of this tax began Januaiv_ 2004, and is allocated directly to the Denton County Transportation Authority. Fiscal Year % of Equivalent of Ended 1 112% Total Ad Valorem Ad Valorem Per 9130 Collected(') Tax Lew Tax Rate Capita 2006 $ 20,343,413 68.86% $ 0.4248 $188 2007 20,653,934 60.26% 0.3796 181 2008 21,440,839 52.53% 0.3521 186 2009 20,466,772 47.50% 0.3253 172 2010 (2) 8,013,945 19.00% 0.1266 66 (1) Source: Citv of Denton Annual Program of Sei vices. (2) Collections through Februaiv 28, 2010. The sales tax breakdown for the Citv is as follows: Property Tax Relief 0.50e Denton County Transportation Authority 0.50c City Sales & Use Tax 1.00c State Sales & Use Tax 6.25e Total 8.25e DN ANCI AL POLICIES Basis of Accounting . . . The accounting policies of the City conform to generally accepted accounting principles of the Governmental Accounting Standards Board and program standards adopted by the Government Finance Officers Association of the United States and Canada. The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Denton for each of the fiscal years ended September 30, 1983 through September 30, 2008. The City's current report will be submitted to GFOA to detennine its eligibility for another Certificate. The Citv has also received the GFOA's award for Distinguished Budget Presentation each year since 1988. The measurement focuses for the Enterprise Funds, Internal Service Funds and Nonexpendable Trust Funds are income detennination and cost of service, respectively. Accordingly, the accrual basis, whereby revenues and expenses are identified in the accounting period in which they are earned and incurred and net income, is utilized for these funds. The modified accrual basis, whereby revenues are recognized when thev become both measurable and available for use during the year and expenditures are recognized when the related fund liability is incurred, is used for all other funds. Budgetaiv Procedures As prescribed by City Charter the City Manager, and within the time period required by law, submits to the City Council a proposed budget for the fiscal year beginning the following October 1. The budget includes proposed expenditures and revenues required to fund the expenditures. Following Council considerations, amendments and refinements, a public hearing is ordered and conducted for the purpose of obtaining taxpayer colmnents. The budget is finally approved and adopted by passage of an ordinance by the City Council prior to the beginning of the fiscal year. The budget is adopted on a basis consistent with generally accepted accounting principles. 29 F' ESTMENTS The Citv invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City's investment policies are subject to change. LEGAL INVESTMENTS Under Texas law, the City is authorized to invest in (1) obligations, including letter of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit and share certificates meeting the requirements of the Texas Public Funds Investment Act (Chapter 2256, Texas Government Code, as amended (the "PFIA")) that are issued by or through an institution that either has its main office or a branch office in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or are invested by the City through a depository institution that has its main office or a branch office in the State of Texas and otherwise meet the requirements of the PFIA, (8) fullv collateralized repurchase agreements that have a defined termination date, are fullv secured by obligations described in clause (1), and are placed through a prirnaiv government securities dealer or a financial institution doing business in the State of Texas, (9) certain bankers' acceptances with the remaining tern of 270 days or less, if the short-tern obligations of the accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationallv recognized credit rating agency, (10) cormmercial paper with a stated maturity of 270 davs or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no-load money market mutual funds registered with and regulated by the Securities and Exchange Cormnission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no-load mutual funds registered with the Securities and Exchange Cormnission that have an average weighted maturity of less than hw years, invest exclusively in obligations described in the this paragraph, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. If specifically authorized in the authorizing document, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAA-m or an equivalent by at least one nationally recognized rating service. The Citv may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a tern up to two years, but the City retains ultimate responsibility as frduciarv of its assets. In order to renew or extend such a contract, the Citv must do so by order, ordinance, or resolution. The City is specificalh prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Political subdivisions such as the Citv are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than "A" or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a thud party designated by the City-, (iii) a loan made under the program is placed through either a prirnaiv government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. hvvESTMENT POLICIES Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, v field, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment and the maximum average dollar-weighted maturity allowed for pooled fund groups. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment. Each Investment Strategy Statement call describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. 30 Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the Citv shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest Citv funds without express written authority from the City Council. ADDITIONAL PROVISIONS Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution, (3) require any investment officers' with personal business relationships or relatives with ferns seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Corm ussion and the City Council, (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the Citv and the business organization that are not authorized by the City's investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City's entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements, (5) perform an annual audit of the management controls on investments and adherence to the City's investment policy, (6) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and reseives and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, vield calculation, and advisory board requirements, and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. TABLE 14- CURRENT INVESTMENTS As of March 31, 2010, the City's investable funds were invested in the following categories: Market Value Book Market Description Percent Value Value U. S. Federal Agency Coupons 39.04% $ 104,983,867 $105,338,380 U. S. Federal Agency Discounts 4.04% 10,890,810 10,888,991 U. S. Federal Agency Callables 6.33% 17,095,771 17,068,817 U. S. Federal Agency Step Up 2.60% 7,000,000 7,004,375 U.S. Treasury Securities 16.57% 44,660,098 44,707,839 Pools 9.90% 26,708,000 26,708,000 Certificates of Deposit (r) 21.53% 58,099,000 58,099,000 100.00% $269,437,546 $269,815,402 (1) CDARS CDs are fully insured by FDIC Insurance. No funds of the Citv are invested in derivative securities, i.e., securities whose rate of return is determined bv_ reference to some other instrument, index or cormnodity. 31 TAX MATTERS OPINIONS The Certificates On the date of initial delivery of the Certificates, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel to the City ("Bond Counsel"), will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof ("Existing Law"), for federal income tax purposes interest on the Certificates (1) will be excludable from the "gross income" of the holders thereof and (2) will not be includable in the owner's alternative minimum taxable income under section 55 of the Internal Revenue Code of 1986 (the "Code"). Except as stated above, Bond Counsel will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Certificates. See Appendix C Forms of Opinions of Bond Counsel. The Bonds On the date of initial delivery of the Bonds, Bond Counsel will render its opinion that, in accordance with Existing Law, for federal income tax purposes, interest on the Bonds (i) will be excludable from the "gross income" of the holders thereof and (ii) will not be includable in the owner's alternative minimum taxable income under section 55 of the Internal Revenue Code of 1986 (the "Code"). Except as stated above, Bond Counsel will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Bonds. See Appendix C Forms of Opinions of Bond Counsel. In rendering each of the foregoing opinions, Bond Counsel will rely upon (a) certain information and representations of the City, including information and representations contained in the City's federal tax certificate with respect to each issue, (b) covenants of the Citv contained in the Bond and the Certificate documents relating to certain matters, including arbitrage and the use of the proceeds of the Bonds and the Certificates, respectively, and the property financed therewith. Failure by the City to observe the aforementioned representations or covenants, could cause the interest on the Bonds or the Certificates to become taxable retroactively to the date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Bonds and the Certificates in order for interest on the Bonds and the Certificates to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Bonds or the Certificates to be included in gross income retroactively to the date of issuance of the Bonds or the Certificates. Each of the foregoing opinions of Bond Counsel are conditioned on compliance by the City with such requirements, and Bond Counsel has not been retained to monitor compliance with these requirements subsequent to the issuance of the Obligations. Each of the foregoing opinions of Bond Counsel represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. None of the aforementioned opinions is a guarantee of a result. Existing Law is subject to change by the Congress and to subsequentjudicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Bonds or the Certificates. A ruling was not sought from the Internal Revenue Service by the City with respect to the Bonds or Certificates or the projects financed with the proceeds of the Bonds, the Certificates or the Refunded Obligations. No assurances can be given as to whether or not the Internal Revenue Service will cormmence an audit of the Bonds or the Certificates, or as to whether the Internal Revenue Service would agree with any of aforementioned opinions of Bond Counsel. If an Internal Revenue Service audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City as the taxpayer and the holders of the Bonds or the Certificates may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. FEDERAL INCOME TAx ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT The initial public offering price to be paid for one or more maturities of the Bonds or the Certificates may be less than the maturity amount thereof or one or more periods for the payment of interest on the Bonds or the Certificates may not be equal to the accrual period or be in excess of one year (the "Original Issue Discount Securities"). In such event, the difference between (i) the "stated redemption price at maturity" of each Original Issue Discount Security, and (ii) the initial offering price to the public of such Original Issue Discount Security would constitute original issue discount. The "stated redemption price at maturity" means the sum of all payments to be made on the Bonds or the Certificates less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under Existing Law, any owner who has purchased such Original Issue Discount Security in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Security equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. 32 In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Security prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Securitv in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Security was held by such initial owner) is includable in gross income. Under Existing Law, the original issue discount on each Original Issue Discount Security is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversaiv dates of the date of the Bonds or Certificates, as applicable, and ratably within each such six-month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Security for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Security. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Securities which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Securities should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Securities and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Securities. COLLATERUL FEDERUL INCOME TAx CONSEQUENCES The following discussion is a surmnaiv of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Bonds and the Certificates. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with accumulated earnings and profits and excessive passive income, foreign corporation subject to the branch profits tax and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax-exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE BONDS OR THE CERTIFICATES BEFORE DETERMINING WHETHER TO PURCHASE THE OBLIGATIONS. Under section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds and the Certificates, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinaiv income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Bonds and the Certificates, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such obligations; although for this purpose, a de rnimmis amount of market discount is ignored. A "market discount bond" is an obligation which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of an obligation issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. STATE, LOCAL AND FOREIGN TAXES Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Bonds and the Certificates under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. 33 CONTINUING DISCLOSURE OF INFORMATION In each of the Ordinances the Citv has made the following agreement for the benefit of the holders and beneficial owners of the respective series of Obligations. The City is required to observe each agreement while it remains obligated to advance funds to pay such Obligations. Under each agreement, the Citv will be obligated to provide certain updated financial information and operating data annually, and the timely notice of specified material events to the Municipal Securities Rulemaking Board ("MSRB"). This information will be available free of charge from the MSRB via the Electronic Municipal Market Access ("EMMA") system atNANANA-.enmia.msrb.ora. ANNUAL REPORTS The City will provide certain updated financial information and operating data to the MSRB annually. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 5 and 7 through 14 and in Appendix B. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2010. The City will provide the updated information to the MSRB. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet Web site or filed with the Securities and Exchange Commission (the "SEC") as permitted by SEC Rule 15c2-12. The updated information will include audited financial statements, if the Citv commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide unaudited financial statements by the required time and audited financial statements when and if such audited financial statements become available. Am- such financial statements will be prepared in accordance with the accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The Citv's current fiscal year end is September 30. Accordingly, it must provide updated information by March 31 in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the change. MATERIAL EVENT NOTICES The City will also provide timely notices of certain events to the MSRB. The City will provide notice of any of the following events with respect to the Obligations, if such event is material to a decision to purchase or sell Obligations: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the Obligations; (7) modifications to rights of holders of the Obligations; (8) Obligation calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Obligations; and (11) rating changes (neither the Obligations nor the Ordinances make any provisions for debt service reserves, credit enhancement or liquidity enhancement). In addition, the City will provide timely notice of any failure by the City to provide information, data, or financial statements in accordance with its agreement described above under "Annual Reports." The City will provide each notice described in this paragraph to the MSRB. AVAILABILITY OF INFORNUTION Effective July_ 1, 2009 (the "ENEMA Effective Date"), the SEC implemented amendments to the Rule which approved the establishment by the MSRB of EMMA, which is now the sole successor to the nationally recognized municipal securities information repositories with respect to filings made in connection with undertakings made under the Rule after the EMMA Effective Date. In connection with its continuing disclosure agreements entered into with respect to the Obligations, the Citv will file all required information and documentation with the MSRB in electronic format in accordance with MSRB guidelines. Access to such filings will be provided, without charge to the general public, by the MSRB. The Citv will continue to make information filings, including material event notices, with the Texas State Information Depository (the "SID") so long as it is required to do so pursuant to the terms of anv_ undertakings made under the Rule prior to the ENEMA Effective Date. The Municipal Advisory Council of Texas (the "MAC") has been designated by the State and approved by the SEC staff as a qualified SID. The address of the MAC is 600 West 8th Street, P.O. Box 2177, Austin, Texas 78768-2177, and its telephone number is 5121476-6947. LIMITATIONS AND AMENDMENTS The City has agreed to update information and to provide notices of material events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Obligations at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Obligations may seek a writ of mandamus to compel the City to comply with its agreement. 34 The City's respective continuing disclosure agreements for the Obligations may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions, as so amended, would have permitted an underwriter to purchase or sell the affected Obligations in the prirmaiv offering of such Obligations in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of the respective Ordinance that authorizes such an amendment) of the affected outstanding Obligations consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized Bond Counsel) determines that such amendment will not materially impair the interest of the registered owners and beneficial owners of such Obligations. The Citv may also amend or repeal the provisions of the continuing disclosure agreements if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling the affected Obligations in the primaiv offering of such Obligations. If the City amends its agreements, it must include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of information and data provided. COMPLIANCE WITH PRIOR UNDERTAKINGS During the last five years, the City has complied in all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. OTHER INFORMATION RATINGS The Obligations and the presently outstanding tax supported debt of the City are rated "Aa2" by Moody's and "AA" by S&P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that thev will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Am- such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Obligations. LITIGATION It is the opinion of the City Attorney and City Staff that there is no pending, or to their knowledge threatened, litigation or other proceeding against the Citv that could have a material adverse financial impact upon the City or its operations. REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE The sale of the Obligations has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Obligations have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds or Certificates been qualified under the securities acts of any jurisdiction. The Citv assumes no responsibility for qualification of the Bonds or Certificates under the securities laws of any jurisdiction in which the Obligations may be sold, assigned, pledged, hypothecated or otherIvise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Obligations shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SEC[?RE P[?BLIC FUNDS IN TEXAS The Obligations. Section 1201.041 of the Public Securitv Procedures Act (Chapter 1201, Texas Government Code) provides that the Obligations are negotiable instruments, investment securities governed by Chapter 8, Texas Business and Cormmerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. In addition, various provisions of the Texas Finance Code provide that, subject to a prudence standard, the Obligations are legal investments for state banks, savings banks, trust companies with at least $1 million of capital, and savings and loan associations. The Certificates. Section 271.051, Texas Local Government Code, provides that the Certificates are legal and authorized investments for banks, savings banks, trust companies, savings and loan associations, insurance companies, fiduciaries, trustees and guardians, and for the sinking funds of municipalities, school districts, and other political subdivisions or public agencies of the State of Texas. The Certificates are eligible to secure deposits of any public funds of the State, municipalities, school districts, and other political subdivisions of the State, and are legal security for those deposits to the extent of their market value. General Considerations. For political subdivisions in Texas that have adopted investment policies and guidelines in accordance with the Public Funds Investment Act (Texas Government Code, Chapter 2256), the Obligations may have to be assigned a 35 rating of at least "A" or its equivalent as to investment quality by a national rating agency before such obligations are eligible investments for sinking funds and other public funds. The City has made no investigation of other laws, rules, regulations, or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Obligations for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Obligations for such purposes. The City has made no review of laws in other states to determine whether the Obligations are legal investments for various institutions in those states. LEGAL OPINIONS AND No-LITIGATION CERTIFICATE The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of each series of the Obligations, including the unqualified approving legal opinions of the Attorney General of Texas approving the Initial Bond and Initial Certificate of each series and to the effect that the Obligations are valid and legally binding obligations of the City, and based upon examination of such transcripts of proceedings, the approving legal opinions of Bond Counsel, to like effect and to the effect that the interest on the Obligations will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "Tax Matters" herein. The customaiv closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Bonds and Certificates or which would affect the provision made for their payment or security, or in any manner questioning the validitv of said Bonds and Certificates will also be furnished. In its capacity as Bond Counsel, McCall, Parkhurst & Horton L.L.P. has reviewed the information describing the Bonds and Certificates in the Official Statement to verify that such description conforms to the provisions of the Bond Ordinance and Certificate Ordinance. In connection with the issuance of the Bonds and Certificates, McCall, Parkhurst & Horton L.L.P. represents only the Citv. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds and Certificates is contingent on the sale and delivery of the Bonds and Certificates. The legal opinion will accompany the Bonds and Certificates deposited with DTC or will be printed on the Bonds and Certificates in the event of the discontinuance of the Book-Entrv-Only Svstem. The various legal opinions to be delivered concurrently with the delivery of the Obligations express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of anv_ legal dispute that may arise from the transaction. AtTTHENTICITI OF FINANCIAL DATA AND OTHER INFORNUTION The financial data and other information contained herein have been obtained from Citv records, audited financial statements, and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the surmnaries of the statutes, documents, and resolutions contained in this Official Statement are made subject to all of the provisions of such statutes, documents, and resolutions. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FINANCIAL ADvi SOR First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Obligations. The Financial Advisor's fee for services rendered with respect to the sale of the Obligations is contingent upon the issuance and delivery of the Obligations. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume anv responsibility for the information, covenants, and representations contained in anv of the legal documents with respect to the federal income tax status of the Obligations, or the possible impact of any present, pending, or future actions taken by any legislative orjudicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. 36 INITIAL PURCHASER OF THE BONDS After requesting competitive bids for the Bonds, the City accepted the bid of (the "Initial Purchaser of the Bonds") to purchase the Bonds at the interest rates shown on the cover page of the Official Statement at a price of par plus a cash premium (if any) of $ The Initial Purchaser of the Bonds can give no assurance that any trading market will be developed for the Bonds after their sale by the Citv to the Initial Purchaser of the Bonds. The Citv has no control over the price at which the Bonds are subsequently sold and the initial vield at which the Bonds will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser of the Bonds. INITIAL PURCHASER OF THE CERTIFICATES After requesting competitive bids for the Certificates, the City accepted the bid of (the "Initial Purchaser of the Certificates") to purchase the Certificates at the interest rates shown on page 3 of the Official Statement at a price of par plus a cash premium (if any) of $ . The Initial Purchaser of the Certificates can give no assurance that any trading market will be developed for the Certificates after their sale by the Citv to the Initial Purchaser of the Certificates. The Citv has no control over the price at which the Certificates are subsequently sold and the initial vield at which the Certificates will be priced and reoffered will be established bv_ and will be the sole responsibility of the Initial Purchaser of the Certificates. The Initial Purchaser of the Bonds and the Initial Purchaser of the Certificates are herein collectively referred to as the "Purchasers". CERTIFICATION OF THE OFFICIAL STATEMENT At the time of payment for and delivery of the Obligations, the City will furnish a certificate, executed by a proper City officer, acting in such officer's official capacity, to the effect that to the best of such officer's knowledge and belief: (a) the descriptions and statements of or pertaining to the Citv contained in the Official Statement, and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of sale of the Obligations, and the acceptance of the best bid therefor, and on the date of the delivery-, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessaiv to make the statements therein, in light of the circumstances under which thev were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources which the Citv believes to be reliable and the Citv has no reason to believe that thev are untrue in anv material respect; and (d) there has been no material adverse change in the financial condition of the Citv since the date of the last audited financial statements of the Citv. The respective Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and anv addenda, supplement, or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Purchasers. FOR vARD-I,OOIING STATEMENTS DISCLAIMER The statements contained in this Official Statement, and in anv other information provided by the City, that are not purely historical, are fortivard-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the Citv on the date hereof, and the Citv assumes no obligation to update any such forward-looking statements. The City's actual results could differ materially from those discussed in such forward-looking statements. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industiv, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are bevond the control of the Citv. Am- of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate. 37 MISCELLANEOUS The Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Purchasers. MARK BURROUGHS Mavor Citv_ of Denton, Texas ATTEST: JENNIFER K. WALTERS Citv Secretai 38 APPENDIX A GENERAL INFORMATION REGARDING THE CITY THIS PAGE LEFT BLANK INTENTIONALLY LOCATION The City of Denton is located in the northern portion of the Dallas/Fort Worth Consolidated Statistical Area (CSMA). The City is a part of the Dallas/Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (38 miles to the southeast) and Fort Worth (36 miles to the southwest). The Citv has excellent access to and from all parts of the area. ECONOMIC Ft rurtE ...The fiscal year 2008-2009 brought exciting news in economic development. Listed below are just a few of the highlights. 114JORE_iL-LOI"E4 &11DL-STRI.4L _-1T-S • Aldi Foods completed construction of their 500,000 square feet distribution center. The company also improved Westcourt Road as part of their project and a condition of their tax abatement. The Denton distribution center will employ approximately 100 and will service more than 25 Aldi grocery stores in the North Texas area. The $50 million project is scheduled to be fully operational Febiuaiv 2010. • Fastenal Company completed its 200,000 square feet distribution center in November 2008. Fastenal is an industrial fastener and supply company. The Denton facility will employ approximately 200 when in full operation and will serve as the company's regional headquarters and training center. The company estimates their investment at $16 million. • Pratt Industries continued construction on their 40,000 square feet Materials Recycling Facility (MRF) at the City's landfill. The project is a partnership program with the City of Denton to provide recycling services to the cormmunity. • Tetra Point Fuels completed phase one construction of their ethanol fuel plant at the City's landfill. The project will locate Tetra Point Fuels adjacent to the future Pratt Industrials recycling facility. Tetra Point Fuels will recycle all containers for their source materials. In addition, the company_ is working with the University of North Texas on a wetlands rehabilitation program. DEd'ELOP_i rEvT _4T DEYTO~ ' 1IT WICIP_4L AzRPORT The arrival of the Denton Municipal Airport's new air traffic control tower in May of 2004 precipitated a reclassification of air space from Class G to Class D during daily operation hours of 8 a.m. and 8 p.m. and increased our corporate jet traffic. • Denton Municipal Airport opened a new $1.2 million terminal and completed realignment of a taxiway providing a secondaiv emergency runway in 2008. The airport's control tower supports corporate jet traffic by providing Class D airspace from 8 a.m. to 8 p.m. daily. In Februaiv 2010, the tower's operating hours are scheduled to expand from 6 a.m. to 10 p.m. daily. In 2009, airport business operators completed a total of $5 million in office, hangar, and maintenance facility construction totaling over 100,000 square feet. A construction grant for $1.2 million (95%, TXDOT and 5%, Citv of Denton) has received approval to construct 2,035 feet of new taxiway that will open up an additional 22 acres for airport master plan development. TXDOT will additionally fund an $8.5 million runway expansion from 6,000 to 7,000 feet in 2010, enhancing existing business fleet operating capacity. Once approved, a pending Foreign Trade Zone application that includes the airport, surrounding businesses and the University of North Texas Discovery Park research facility will leverage additional future airport business investment. RET_4IL lEif°s • Construction of the mixed-use development known as Unicorn Lake continues. The master-planned center incorporates the urban style development of residential over retail along the lake. Construction of the Villas of Tuscan Hills, a 106 lot residential cormmunity that overlooks the lake, is currently undeiivay with luxury homes selling from $400,000- $700,000. Dogwood Estates, an independent living community, the Brick House Gv in, Cinemark, Pour House Grill, Washington Federal Savings and Loan, and Towne Center Bank represent some of the businesses that have located in the development. Cafe China, Beth Marie's Ice Cream, Curves and other retail occupy a new 20,000 square feet retail center. In addition, the Hilton Homewood Suites and several new medical offices opened in 2008-09. A-1 • The Ravzor Ranch Market Place is nearing completion of the construction of Highway 380 in order to complete the road improvements prior to the opening of the retail center. WalMart and Sam's received their building permits and began construction in 2009. Allegiance Hillview Development also began construction of two retail buildings totaling approximately 30,000 square feet on the property. Several restaurants and local banks have also received building permits. • The Ravzor Ranch Towne Center development experienced additional medical related activity. Cook's Children's Hospital purchased a tract at the southern portion of the property and began the development process in 2009 for a treatment facility. Select Medical opened their 52-bed brain trauma and spinal injury hospital. The estimated project value of both the Market Place and Towne Center phases is estimated at $1 billion. • Three new restaurants were built in 2008-09: Red Lobster located near The Olive Garden, On The Border and Texas Roadhouse. Caf6 China, and Caf6 DeLuxe located in the Unicorn Lake development. HE4LTHC4RE Ly DENTO y The medical sector continues to grow in Denton with thirteen medical-related facilities being built with an estimated valuation of $6.3 million. Two new pharmacies, The Prescription Shop and Walgreens, opened in 2008-09 valued at approximately_ $1.8 million. OTHER DEd'ELOP_l1EyTB • LA Fitness completed construction of their 45,000 square feet fitness center. Officelwarehouse activity occurred in three separate business parks, with a total of more than $5 million in estimated valuation. • A surge of hotel activity occurred in 2008-09. Holiday Inn, Candlewood Suites and LaQuinta Inn obtained building permits with combined estimated valuation of $17.8 million. Best Western, Hilton Homewood Suites, and the Courtyard by Marriott opened during the same period with combined estimated valuation of $22.5 million. [The Remainder of This Page Left Blank Intentionally] A-2 INDt?STRI AND Bt?SINESS Major Employers Approximate Number of Employer Description Employees University of North Texas Higher Education 7,949 Denton Independent School District Education 2,600 Denton State School Mental Healthcare 1,533 Pete rbilt-Headquarters and Plant Diesel Trucks 1,450 Denton Countv Government 1,441 Citv of Denton Government 1,319 Texas Woman's University Higher Education 855 Denton Regional Medical Center Hospital Healthcare 850 Presbyterian Hospital of Denton Hospital Healthcare 800 Thermadyne Industries-Victor Equipment/Tweco Welding Equipment 600 Sally Beauty Company International Headquarters Beauty Supply Di stributor 450 Anderson Merchandisers Distribution 450 Progressive Industries MHMR Government-State Agency 302 FEMA (Regional HQ & Call Center) (i) Government-Federal 300 James Wood Auto Park Car Truck Sales Service 280 Senior Care Health and Rehabilitation Center Retirement Rehabilitation 200 Morrison Milling Flour Grain Mill 200 United Copper Industries Copper Wire 196 Denton Rehabilitation and Nursing Center Retirement Rehabilitation 180 Wells Fargo Financial Institution 175 Austin Baker Industries Automotive Air Conditioning Parts 170 Jostens Class Ring Manufacturer 167 Tetra Pack Aseptic Packaging 165 Safety Kleen S}stems Chemical Recycling 164 Sk-yview Living Center of Denton ICE MR Residential Care Facility 150 DeCrane Aerospace Precision Pattern Interiors Jet Interior Manufacturing 150 Russell Newman Ltd Textiles 150 DATCU Financial Institution 150 The Vintage Retirement Nursing Home 140 Mayhill Hospital Hospital Healthcare 130 Lake Forest Good Samaritan Village Retirement Center 130 Denton Good Samaritan Village Retirement Center 126 General Telemarketing International Call Center 120 Denton Publishing Company Newspaper 106 Ben E. Keith Beers Distribution 103 Integrated Alliance, LP Call Center 100 North Texas Hospital Hospital Healthcare 100 Bill Utter Ford Car Truck Sales Service 100 Hulcher Services Railroad Emergency Response 100 Starlite Sign Sign Manufacturer 100 Mayday Manufacturing/Tailwind Technologies Aerospace Machined Parts 100 (1) Up to 1,100 during a disaster relief event. Source: Citv of Denton and Denton Chamber of Corinerce Economic Development Offices. Denton is proud to be home to nearly 41 companies and institutions that employ 100 or more people, several of them representing corporate, regional and international headquarters. Well over 100 companies that produce, manufacture, and distribute goods all over the world call Denton home. More than 4,500 companies choose to do business in Denton. With small, medium, and large businesses operating in a variety of industries, diversity is strength in Denton. Statistics show most of these workers are skilled and receive their training right here in Denton. A-3 ECONOMIC AND POPULATION GAINS Historical population totals from U.S. Census depict Denton's consistent population increases cormmensurate with Denton's steadv economic growth. 1940 Census- 11,192 1950 Census - 21,345 1960 Census - 26,844 1970 Census - 39,874 1980 Census - 49,079 1990 Census - 66,270 2000 Census - 80,537 estimated 2010 Population is 121,374 (i) estimated 2010 Population is 124,746 (2) (1) City of Denton Population Estimate updated March 30,2009 (2) University of North Texas' Center for Economic Development and Research The Citv's ascension toward a top economic position in Texas is attributable to the steady influence of governmental activity that include the annual expansion of the two state-supported universities, and due to several desirable environmental factors. Denton is located in a rich agricultural, oil and gas production region; is part of the Dallas/Fort Worth Metroplex; has proximity to three of Texas' largest reservoirs (Lake Texoma is only 40 miles from Denton): a mild climate; and the influential aspects of social, cultural and educational advantages have prompted professional workers to select Denton as their residence. ECONOMIC RANKING The following data were taken from the U.S. Census Bureau's 2008 American Community Survey. % of Population Whose Age is: 0-19 25.2% 20-34 35.8% 35-54 22.7% 55-64 8.0% 65 and over 8.4% Number of Households 36,711 Citv of Denton Median Household Income $46,424 Citv of Denton Household Income $250,000+ 2.2% $100,000-$199,999 15.0% $50,000-$99,999 29.6% $35,000-$49,000 15.8% $25,000-34,999 11.9% Less than or equal to $24,999 25.5% City of Denton Population by Occupation Agriculture, forestry, fishing and hunting, and mining 0.7% Construction 7.9% Manufacturing 7.4% Wholesale Trade 2.5% Retail trade 15.3% Transportation, warehousing, and utilities 3.8% Information 2.0% Finance and insurance, real estate rental and leasing 4.6% Professional, scientific, and management, and administrative and waste management services 6.7% Educational Sei vices, and health care and social assistance 30.2% Arts, entertainment, and recreation, and accommodation, and food services 11.7% Other services, except public administration 4.9% Public Administration 2.1% Source: U. S. Census Bureau, 2008 American Cormnunity Survey. A-4 EMPLOYMENT/LABOR FORCE According to the Texas Workforce Corn mission, the November 2009 available workforce in Denton is 63,857. Additionally, Denton is fortunate to draw workers from the Dallas and Fort Worth MSA's representing 6.7 million people, according to the Census 2008 American Coimmunity Survev, as well as north to southern Oklahoma. EDUCATION Denton is home to the University of North Texas, founded in 1890, and Texas Woman's University, founded in 1901. North Central Texas College, established in 1924, built an extension campus just outside Denton's extraterritorial jurisdiction (ETJ) in adjacent city, Corinth. The two universities and coimmunity college have a combined enrollment of more than 53,438 students and total employment of approximately 8,800 total employees.. With an enrollment of over 36,206, the Universitv of North Texas exceeds the combined enrollment of Southern Methodist University in Dallas, Texas Christian Universitv in Fort Worth and Rice University in Houston. Texas Woman's University has an approximate enrollment of 10,932 in Denton with an additional 2,426 students attending in Dallas and Houston. The University of North Texas (ITNT) campus comprises a land area of more than 875 acres that includes Discoveiv Park, TJNT's 285-acre research park. The University encompasses nine colleges and schools of study and offers Bachelor's degrees in 97 fields, Master's degrees in 101 areas and Doctoral programs in 49 disciplines. TJNT maintains a low 20:1 student-faculty ratio more prevalent among private rather than public institutions. Named one of America's 100 Best College Buys for 14 consecutive vears, I TNT is additionally listed among America's 100 Most Wired Colleges. Texas Woman's University (TWU), a major state-supported teaching and research institution, it's the nation's largest public university attended primarily by women, who comprise 90% of attending students. Through its seven schools and colleges, TWU offers 59 programs leading to a Bachelor's degree, 67 Master's degree fields, and Doctoral degrees in 24 specialization areas. TWU experienced a 7 percent growth in enrollment from 2008 to 2009 and was ranked among the nation's top 20 universities with the most diverse student populations by US. yews and TF'orld Report in 2009. TWU's graduate programs in occupational therapy and physical therapy were ranked among the nation's best (US. Yews and TForld Reports 2009 Best Graduate Schools). In 2008, TWU's Executive MBA program was ranked largest in the state by the Executive MBA Council, and in 2009, the American Association of Colleges of Nursing ranked TWU's doctoral nursing program the largest in the countiv. The Center for Measuring University Performance ranked TWU among the top 115 public universities nationwide in the number of doctoral degrees awarded. North Central Texas College (NCTC), established in 1924, offers Associate Degrees in a number of fields and core college requirements for students transferring to TINT and TWU to complete their Bachelor's degrees. The student population of NCTC's campus in the adjacent city of Corinth is just over 6,300. The administration anticipates the student population to increase to 12,000 in the next few years. NCTC serves the citizens of Denton with quality education by offering a broad scope of educational choices and offers the local business coimmunity educational options as well. The competitive need to keep employees current with modern technology and methodology is easier due to NCTC's customized training which teaches curriculum developed closely with business management to ensure individual company needs are met. In 2007 the college collaborated with regional gas drilling production companies experiencing a critical shortage in trained professionals to develop and launch NCTC's newest Associates Degree program in Gas Energy Production Management. Denton Independent School District (DISD) encompasses almost 180 square miles and continues to be one of north Texas' fastest-growing school districts. Over 22,850 students enrolled for the 2009-2010 school year in the district's 34 schools that include 21 elementaiv schools (grades K-5), six middle schools (6-8), three high schools (9-12), one advanced technology complex (11-12), one early childhood center, and two alternative schools. A second early childhood center will open in August 2010. Voters approved a November 2007 bond package for $282M to fund two new elementaiv schools, one new middle school, design plans for a 0' comprehensive high school, additional science labs and prep rooms, and safety and security technology enhancements in all district schools. The district's "student centered" approach supports strong individualized instruction and smaller school size. DISD offers classes at each school for students who experience learning disabilities or handicaps. Counselors, speech and language specialists, psychologists and reading and diagnostic consultants are available for all grade levels. DISD offers a number of advanced placement credit classes and dual high school/college credit classes and its students routinely place among top recipients in state and national academic, fine arts, career technology, and athletic competitive events. The district's LaGrone Advanced Technology Complex offers state-of the-art facilities and training in nine advanced disciplines and serves as a model for the region and surrounding states. Denton State Supported Living Center (formerly Denton State School) is one of the countiv's most modern and progressive educational institutions for mentally-disabled Texas residents. This state-supported facility is located on a 200-acre site paid for by Denton citizens. Present facilities include residences that accorn modate 580 students, more than 20 buildings for physically handicapped individuals, and a 32 bed acute hospital with supporting facilities such as X-ray, laboratoiv, dental, and pharmaceutical. Additional buildings include a modern administration building, an academic building, laundi-v facility, chapel, maintenance shop and a warehouse. The school has a staff of 1,535 with an annual budget of over $71M. A-5 Denton Universities Expand . . . Texas Woman's University (TWU) has grown drainaticallv. Student enrollment at the University's home campus in Denton increased 68% from 2001-2009 to just over 13,330 students. Almost half of TWU students (41%) are graduate students. Similar growth at the University's Dallas and Houston satellite nursing campuses necessitated recent construction projects. A $40M TWU Institute of Health Sciences-Houston facility opened in August 2006 and a $56M TWU Institute of Health Sciences-Dallas facility broke ground in 2009. TWU leads as a provider of critically needed health care professionals, boasting the nation's 11t' largest College of Nursing, and largest nursing doctoral program. TWU is proud of its diversity: minority students comprise 43% of students. TWU is one of only 16 U.S. universities, and the only Texas university selected to participate in the American Democracy Project Civic Agency initiative focused on encouraging students to be civic leaders in their cormmunities. Universitv of North Texas (I TNT) - Among the nation's top 50 schools for Hispanic and African American students, TJNT has the largest residential campus in the North Texas Region and is the largest provider of online credit courses among Texas public universities. TJNT's Discovery Park, a 285-acre, 553,000 square foot facility is home to TJNT's Engineering School and Center for Advanced Research and Technology (CART), one of the nation's premier materials science and engineering research facilities. CART has been the recipient of almost $16 million in defense funding the past five years and provides researchers with a unique grouping of microscopes for nanotechnology research and for other critical advancement fields. Bachelor and Master degree programs in Mechanical and Energy Engineering were added in 2007 to TJNT's existing College of Engineering programs in electrical engineering, materials science, computer science, and engineering technology. A new $33.2M Life Sciences Building featuring open research laboratories that promote collaborative and interdisciplinary research will complete in Mav 2010. In 2009 TJNT broke ground on two projects: a $60 million Gold LEED Certified Business Leadership Complex, focused on global economic and business disciplines, and a $78M, 30,000 seat stadium; both due to complete in 2011. AGRICULTURE Northwestern Denton Countv is one of the more diversified agricultural areas in Texas. With soil types ranging from rich black to sandy loam, and good, soft artesian water, it is ideal for diversified fanning and livestock. Principal crops are corn, wheat, oats, hav, grain sorghums and peanuts. Beef cattle, sheep, chickens and turkeys contribute a substantial and steadv income annually to the fanners and ranchers of the Countv. A vein significant concentration of valuable world champion horse farms east of the City's corporate boundaries provide a prosperous economic resource for the area. Products significant to the economy are horses, beef, eggs, wheat, grain sorghums, hav, and nursery crops. TRANSPORTATION Denton is located only 20 miles northeast of the Dallas-Fort Worth International Airport which began operations in January 1974. In addition, Dallas' Love Field Airport and Fort Worth's Meacham International Airport are in close proximity to Denton. Alliance Airport, located about 20 miles southwest of Denton, is the only purely industrial airport in the world. Accompanying the Alliance Airport are five business parks. Together, Alliance's access to highway, rail and air transportation offers an excellent opportunity for future industrial growth. Denton County Transportation Authority's (DCTA) priority project for the future is the construction of a regional passenger rail line which connects Carrollton and Denton. The DCTA Rail will meet growing transportation demands in eastern Denton Countv. The project will also provide a logical extension of the Dallas Area Rapid Transit (DART) Northwest Corridor line. Service is expected to be operational in sulmmer 2011. The Kansas Citv Southern Railroad and the Union Pacific Railroad provide daily service to Denton. Full switching is available, providing direct access to all major markets across the nation. Grevhound/Trailwavs serves Denton through Dallas and Oklahoma Citv. Motor freight in Denton is included in the D/FW colmmercial trade zone and is served by major freight carriers. BANKING There are 25 banks in Denton: Access First Capital, Bank of America, N.A., Chase, Compass Bank, Wells Fargo Bank, N.A., Fanners and Merchants State Bank, First Convenience, First State Bank, Provident Bank, Point Bank, First National Bank, Guaranty Bank, M and T Bank, Margbank, Meridian Bank, State Bank and Trust, Inwood National Bank, Synergy, Washington Mutual, Denton's only locally-owned bank, Noithstar Bank, Washington Federal Savings, Wachovia, Towne Center Bank, DATCU Credit Union, and First United Bank with Denton's first "Banco" branch specializing in serving Denton's Hispanic cormmunity. A-6 GrRow TH INDICES City State Fiscal Building Values (m illions) Water Sewer Electric Unemployment Unemployment Year Commercial Residential Total Customers Customers Customers Rates('") Rates('") 2005 $ 69 $260 $ 329 27,584 25,695 41,846 3.83°o 5.39°o 2006 61 214 275 28,805 26,951 42,186 3.97°o 4.94°o 2007 64 219 283 29,783 28,020 43,607 3.84°o 4.35°o 2008 131 157 288 29,679 28,019 44,375 4.03°o 4.84°o 2009 132 131 263 30,288 28,674 45,153 5.96°% 7.88°% (1) New Construction Only, Includes Multi-Family_ as Commmercial and Duplexes as Residential (2) Source: Texas Workforce Cormnission. MEDICAL Denton has become a regional medical destination serving north Texas and southern Oklahoma. Denton Regional Medical Center is a 208-bed community hospital that serves the growing population of Denton, Wise, Cooke, and Montague Counties. The hospital offers a full-spectrum of healthcare including advanced open-heart surgeiy and neurosurgeiy programs. Denton Regional became the first hospital in Denton County to earn the prestigious Level II Chest Pain Center accreditation by the international non-profit Society of Chest Pain Centers and is pursuing the Level III Trauma Center designation. Since 2005, the hospital has opened a new $7 million, 13,500 square-foot day surgeiy center and a new hospital floor housing a 29-bed, $19M progressive care unit. Denton Regional's Center for Cancer and Blood Disorders, a comprehensive cancer diagnostic and treatment center integrating education, nutrition, and rehabilitation services opened in 2008. Texas Health Presbyterian Hospital of Denton (formerly Denton Conummity Hospital) celebrated the grand opening of its 272,538 square-foot, 255-bed facility and an 80,000 square-foot medical office building in 2005. The hospital expanded its Women's Center services in 2006 with the opening of a Level III Neonatal Intensive Care Unit serving Denton and its surrounding conummities. North Texas Hospital opened a 60,000 square foot specialty hospital featuring eight surgical suites and 16 inpatient beds in 2005. In 2007, North Texas Hospital became one of only four hospitals in the Dallas-Fort Worth region to offer patients unproved surgical outcomes by utilizing the $1M, state-of-the-art DaVinci robotic surgical suite. Other new hospitals gaining Denton its reputation as a regional medical destination include Mavhill Hospital, a 40,000 square-foot facility featuring physical rehabilitation and a behavioral health services hospital that opened in 2005 and Integrity Transitional Hospital, a 38,500 square foot, $16 million dollar long-tern acute care hospital that opened in 2007. Denton's rapid medical growth continued in 2008, adding more than 123,000 square feet of new medical offices and treatment facilities, most notably the new 44,000 square foot, $20 million Select Medical Rehabilitation Hospital, modeled after the renowned Kessler institute for Rehabilitation. RECREATION Lake Ray Roberts, located approximately 8 miles northeast of the City's corporate boundary on the Elm Fork of the Trinitv River, is a major water conservation and flood control facility of more than 799,600 acre-feet of storage that allows for an abundance of parks and other water and outdoor related recreational facilities. The nine mile Greenbelt Hike/Bike/Equestrian Trail, located between Lake Ray Roberts and Lake Lewisville, is a cooperative project made possible by the Arm-,- Corps of Engineers and the Cities of Denton and Dallas. Nearbv Lake Lewisville, one of North Texas' largest lakes is one of Texas' most popular recreation areas. Lake Lewisville has a shoreline of 183 miles located entirely in Denton County. Lake Lewisville attracts over 3,000,000 visitors to its shores annually. The upper reaches of the lake are only about 3 miles east of the Denton Citv Limits, while the darn is 15 miles from downtown Denton. Grapevine Lake, another large body of water created by the U.S. Arm-,- Corps of Engineers, is located in Denton and Tarrant Counties. The darn is 23 miles from Denton. Parks and recreational areas abound on the shores of Lake Rav Roberts, Lake Lewisville, and Grapevine Lake. Boating fishing, hunting, swmmning and all water sports are the favorite recreational pastimes, which, because of this area's favorable climate, are in use the vear round. The Citv of Denton Parks and Recreation Department and the Denton Independent School District have created a partnership to produce a signature water recreation attraction. The $12.16 million Waterworks Park opened in 2003 and features four water slides, a children's play pool, a 600 ft. long continuous flow tubing river, outdoor amphitheater, pavilions, a sand volleyball court and two indoor pools. Other recently completed CIP projects include the renovation and expansion of the Denton Civic Center, construction of Denton's first skate park "Skate Works", the installation of a new water slide at Civic Center Pool, construction of Lake Forest Park and a dog park named "Wiggly Field", replacement of the playground at Avondale Park to maintain compliance with national playground safety guidelines and the installation of a bridge to enhance access to the park and continue the expansion of the department's pedestrian trail system. The Parks and Recreation Department is also looking to the future with the purchase of a 196 acre park site that will eventually become the home of athletic fields, walking trails, and a large multi- generational recreation and fitness center. A-7 Preliminary $61,085,000 City of Denton, Texas Certificates of Obligation, Series 2010 Total Issue Sources And Uses Part 1 ot2 Dated 05/01/2010 1 Delivered 05/01/2010 General General General Govt Govt 10 Govt 20 Solid Waste Solid Waste 5 Year Year Year 5 Year 10 Year Sources Of Funds ParAmOUntofBonds $1,530,000.00 $535,000.00 $725,000.00 $2,815,000.00 $2,660,000.00 Required Cash premium 998.00 19, 31.00 26,535.00 103,029.00 97,356.00 Total Sources $1,555,995.00 $554,551.00 $751,535.00 $2,915,029.00 $2,757,356.00 Uses Of Funds Costs of Issuance 5,259.89 1,339.24 2,492.43 9,677.0 9,144.63 Deposit toProject Construction Fund 1,580,000.00 "0,000.00 70,000.00 2,909,000.00 2,7~ "0,000.00 Rounding Amount 733.11 2,741.76 (97.43) (643.0) (1,733.63) Total Uses $1,555,995.00 $554,551.00 $751,535.00 $2,915,029.00 $2,757,356.00 File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:43 PM Preliminary $61,085,000 City of Denton, Texas Certificates of Obligation, Series 2010 Total Issue Sources And Uses Part 2 of 2 Dated 05/01/2010 1 Delivered 05/01/2010 Solid Waste Water Wastewater Electric Issue 20 Year Supported Supported Supported Summary Sources Of Funds ParAmOUntofBonds $2,935,000.00 $12,85,000.00 $4,355,000.00 $32,945,000.00 $61,085,000.00 Required Cash Premium 107,421.00 460,611.00 19,393.00 1,205,787.00 2,235,711.00 Total Sources $3,042,421.00 $13,045,611.00 $4,514,393.00 $34,150,757.00 $63,320,711.00 Uses Of Funds Costs of Issuance 10,090.04 43,265.12 14,971.76 113,259.39 210,000.00 Deposit toProject Construction Fund 3,031,000.00 13,000,000.00 4,500,000.00 34,040,000.00 63,11 0,000.00 Rounding Amount 1,330.96 2,345.88 (573.76) (2,47239) 711.00 Total Uses $3,042,421.00 $13,045,611.00 $4,514,393.00 $34,150,757.00 $63,320,711.00 File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:43 PM Preliminary $61,085,000 City of Denton, Texas Certificates of Obligation, Series 2010 Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 09/30/2011 2,220, 000.00 3.000% 3,322,128.90 5,542,128.90 09/30/2012 3,055,000.00 3.000% 2,490,925.00 5,545,925.00 09/30/2013 3,155,000.00 3.000% 2,397,775.00 5,552,775.00 09/30/2014 3,250,000.00 3.000% 2,301,700.00 5,551,700.00 09 30 201 3,355,000.00 3.000° 0 2,202,625.00 5,557,625.00 09/30/2016 2,49,000.00 3.000% 2,114,875.00 4,609,875.00 09/30/2017 2,565,000.00 3.000% 2,038,975.00 4,603,975.00 09/30 2018 2,650,000.00 3.000% 1,960,750.00 4,610,750.00 0(/30 -()19 2,725,000.00 3.000% 1,880,125.00 4,605,125.00 09 ?0 2020 2,81 ,000.00 3.000'o 1,797,02 .00 4,612,025.00 09/30 2021 2,550,000.00 5.350% 1,686,587.50 4,236,587.50 09/30 2022 2,68 ,000.00 5.350% 1,546,551.25 4,231,E 1.25 09 3012023 2,83 ,000.00 5.350% 1,398,891.2 4,233,891.2 09/30/2024 2,99 ,000.00 5.350% 1,242,938.7 4,237,938.7 09 30 202" 3,155,000.. 00 5.350 °0 1,078,426.2 4,233,426.2 09/30/2026 3,330,000.00 5.350% 904,9 2.50 4,234,9 2.50 09/30/2027 3,510,000.00 5.350% 721,982. 50 4,231,982. 50 09/30 2028 3,70 ,000.00 5.350% 528,981.25 4,233,981.2 00/30 'm0 3,91 ,000.00 5.350% 325,146.25 4,240,146.2 09 ',0 2030 4,120,000.00 5.350'o 110,210.00 4,2.,. 30,210.00 Total $61,085,000.00 $32,051,571.40 $93,136,571.40 Yield Statistics Bond Year Dollars $664,279.28 Average Life 10.875 Year,,, Average Coup°n 4.82501450o Net Interest Cost NIC) 4.82501450o True Interest Cost (TIC) 4.73527480o Bond Yield for Arbitrage Purposes 4.73527480o All Inclusive Cost (AIC) 4.77801570o IRS Form 8038 Net Interest Cost 4.82501450o 'v Bighted Average Maturity 10.875 Years File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:48 PM I Preliminary $1,530,000 City of Denton, Texas Certificates of Obligation, Series 2010 General Govt 5 Year Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 27,000.00 3.000% 55,035.00 330,035.00 09/30/2012 300,000.00 3.000% 33,150.00 333,150.00 09/30/2013 310,000.00 3.000% 24,000.00 334,000.00 09 30 2014 320,000.00 3.000°o 14,550.00 334,550.00 09 30 201 32 ,000.00 3.000'o 4,37 .00 329,37 .00 Total $1,530,000.00 $131,610.00 $1,661,610.00 Yield Statistics Bond Ycar Dollars $4.337.00 467Y arc Ali ra,~ c- ,upon 3.00000004o Net Interest Cost (NIC) 3.00000000o True Interest Cost (TIC') 2.99630400o BondYieldfor \rhiua,~ Purposes 4 7, ~S All Inclusi\,~ C,,~l i \l(i 3.12;; u " IRS Form 8038 Net Interest Cost 3.00000000o 'vA-eighted average Maturity 2.367 Years File I Denton GO working file.SF 1 2010 CO competitive for P 1 6/ 212010 1 3:4$ PM 11 -I Preliminary $535,000 City of Denton, Texas Certificates of Obligation, Series 2010 General Govt 10 Year Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 40,000.00 3.000% 20,036.67 60,036.67 09/30/2012 50,000.00 3.000% 14,100.00 64,100.00 09/30/2013 50,000.00 3.000% 12,600.00 62,600.00 09/30/2014 50,000.00 3.000% 11,100.00 61,100.00 09 30 201 55,000.00 3.000'o 9,525.00 64,525.00 09/30/2016 55,000.00 3.000% 7,875.00 62,875.00 09/30/2017 55,000.00 3.000% 6,225.00 61,225.00 09 30 2013 60,000.00 3.000°o 4,500.00 64,500.00 09/30/2019 60,000.00 3.000% 2,700.00 62,700.00 09 30 2020 60,000.00 3.000'o 900.00 60,900.00 Total $535,000.00 $59,611.67 $624,611.67 Yield Statistics Bond 1 car Dollars $2,937.06 I it 5.583 Year,,, A cra,,~ ( oupun 3.00000010o Net Interest Cost NIC) 3.0000001% True Interest Cost (TIC') 299800430. Bond Yield for lrhitra>cPurposes 4;;, llInclusiveCost(AH i 3.066802 60io IRS Form 8038 Net Interest Cost 3.00000010o 'vA-eighted average Maturity 5.583 fears File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:48 PM .I.. a Preliminary $725,000 City of Denton, Texas Certificates of Obligation, Series 2010 General Govt 20 Year Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 1,000.00 3.000% 41,236.39 56,236.39 09/30/2012 25,000.00 3.000% 31,332.0 56,382.50 09/30/2013 2,000.00 3.000% 30,632.0 55,632.50 09/30/2014 30,000.00 3.000% 29,307.0 59,807.50 09 30 201 30,000.00 3.000'o 23,907.50. 58,907.50 09/30/2016 30,000.00 3.000% 23,007.50 53,007.50 09/30/2017 30,000.00 3.000% 27,107.50 57,107.50 09/30/2013 30,000.00 3.000% 26,207.50 56,207.50 09/30/2019 30,000.00 3.000% 25,307.50 55,307.50 09 30 2020 35,000.00 3.000'o 24,332.50. 59,332.50 09/30/2021 35,000.00 5.350% 22,371.25 57,371.25 09/30/2022 35,000.00 5.350% 20,993.75 55,993.75 09/30/2023 40,000.00 5.350% 13,992.50 53,992.50 0930 2024 40,000.00 5350°o 16,352.50 56,352.50 09 30 2025 45,000.00 535000 14,573.75 59,573.75 09/30/2026 45,000.00 5.350% 12,171.25 57,171.25 09 30 2027 45,000.00 5350°o 9,763.75 54,763.75 09/30/2023 50,000.00 5.350% 7,222.50 57,222.50 0930 2029 55,000.00 5350°o 4,413.75 59,413.75 09 30 2030 55,000.00 535000 1,471.2 56,471.25 Total $725,000.00 $422,315.64 $1,147,315.64 Yield Statistics Bond Year Dollars $3,596.94 Average Life 11.353 Year,,, Average Coupon 4.912392300 Net Interest Cost NIC) 4.91239230o True Interest Cost (TIC) 4.33436770o Bond Yield for Arbitrage Pu poo,es 4.73527430o all Inclusive Cost (AIC) 4.37427720o IRS Form 8038 Net Interest Cost 4.91239230o 'vA- eighted Average Maturity 11.353 Years File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:4$ PM Preliminary $2,815,000 City of Denton, Texas Certificates of Obligation, Series 2010 Solid Waste 5 Year Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 10,000.00 3.000% 101,196.67 611,196.67 09/30/2012 50,000.00 3.000% 60,900.00 610,900.00 09/30/2013 565,000.00 3.000% 44,175.00 609,175.00 09/30/2014 585,000.00 3.000% 26,925.00 611,925.00 09 30 201 60 ,000.00 3.000'o 9,07 .00 614,07 .00 Total $2,515,000.00 $242,271.67 $3,057,271.67 Yield Statistics Bond Ycar Dollars $8,07.72 1~~r:r,~ Lily 2.869 Years Ali ra,>~ c- ,upon 3.00000000o Net Interest Cost (NIC) 3.00000000o True Interest Cost (TIC') 2.9963056% Bond Yield for \rhiu.r,~ Purposes 4 , , All Inclusi\,~ C,,~l i \l(i 3.1 3r rJrJt,^ IRS Form 8038 Net Interest Cost 3.00000000o 'v eighted Average Maturity 2.869 Years File I Denton GO working file.SF 1 2010 CO competitive for P 1 6/ 212010 1 3:48 PM 11 -I Preliminary $2,660,000 City of Denton, Texas Certificates of Obligation, Series 2010 Solid Waste 10 Year Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 210,000.00 3.000% 99,703.33 309,703.33 09/30/2012 240,000.00 3.000% 69,900.00 309,900.00 09/30/2013 20,000.00 3.000% 62,550.00 312,550.00 09/30/2014 255,000.00 3.000% 54,975.00 309,975.00 09 30 201 26,000.00 3.0000 0 47,175.00 312,175.00 09/30/2016 270,000.00 3.000% 39,150.00 309,150.00 09/30/2017 230,000.00 3.000% 30,900.00 310,900.00 09/30/2013 290,000.00 3.000% 22,350.00 312,350.00 09/30/2019 29,000.00 3.000% 13,575.00 308,575.00 09 30 2020 30 ,000.00 3.000'o 4,575.00 309,575.00 Total $2,660,000.00 $444,553.33 $3,104,553.33 Yield Statistics Bond 1 car Dollars $14,323.44 5.575 Year,,, _l cra,,~ oupun 3.00000000o Net Interest Cost NIC) 3.0000000% True Interest Cost (TIC') 2 99800090- Bond Yield for lrhitra>cPurposes 4;;, All Inclusive Cost (AI( i 3.06691390io IRS Form 8038 Net Interest Cost 3.00000000o 'v eighted average Maturity 5.57 fears File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:48 PM A Preliminary $2,935,000 City of Denton, Texas Certificates of Obligation, Series 2010 Solid Waste 20 Year Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 6,000.00 3.000% 167,031.67 232,031.67 09/30/2012 10,000.00 3.000% 126,825.00 231,825.00 09/30/2013 110,000.00 3.000% 123,600.00 233,600.00 09/30/2014 110,000.00 3.000% 120,300.00 230,300.00 09 30 201 11,000.00 3.000°0 116,925.00 231,925.00 09/30/2016 120,000.00 3.000% 113,400.00 233,400.00 09/30/2017 120,000.00 3.000% 109,300.00 229,300.00 09/30 2013 12,000.00 3.000% 106,125.00 231,125.00 0(/30 -()19 130,000.00 3.000% 102,300.00 ",'300 09 ;0 2020 13 ,000.00 3.000°0 93,32 .00 233,32 .00 09/30 2021 140,000.00 5.350% 92,555.00 232,555.00 09/30 2022 14 ,000.00 5.350% 34,931.2 229,931.2 09/30/2023 155,000.00 5.350% 76,906.2 231,906.2 09 30 2024 16,000.00 5.350°o 63,346.2 233,346.2 09 30 202 175,000.00 5.350°0 59,251.2~ 234,251.25 09/30/2026 130,000.00 5.350% 49,755.00 229,755.00 09 30 2027 19,000.00 5.350°o 39,723.7 234,723.7 09/30 2023 20 ,000.00 5.350% 29,023.7 234,023.7 00/30 'm0 21 ,000.00 5.350% 17,733.7 232,733.7 09 ;0 2030 225,000..00 5.350°0 6,013.7 23 1,013.7 Total $2,935,000.00 $1,705,931.67 $4,643,931.67 Yield Statistics Bond Year Dollars $34,730.39 Average Life 11.30 Year,,, Average Coup°n 4.91349210o Net Interest Cost NIC) 4.91349210o True Interest Cost (TIC) 4.33554600o Bond Yield for Arbitrage Purposes 4.7327430o All Inclusive Cost (_aIC) 4.37549690io IRS Form 8038 Net Interest Cost 4.91349210o 'v Bighted Average Maturity 11.850 Years File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:4$ PM I Preliminary $12,585,000 City of Denton, Texas Certificates of Obligation, Series 2010 Water Supported Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 230,000.00 3.000% 71,947.33 99,947.33 09/30/2012 450,000.00 3.000% 543,585.00 993,585.00 09/30/2013 46,000.00 3.000% 529,360.00 994,360.00 09 30 2014 430,000.00 3.000°o 515,685.00 99,685.00 09 30 201 49 ,000.00 3.000'o 501,060.00 996,060.00 0930 2016 510,000.00 3.000°o 485,985.00 99,985.00 09/30/2017 525,000.00 3.000% 470,460.00 99,460.00 09 30 2013 540,000.00 3.000°o 44,485.00 994,43 .00 09/30/2019 555,000.00 3.000% 433,060.00 993,060.00 09 30 2020 ,7,000.00 3.000'o 421,110.00 996,110.00 09/30/2021 600,000.00 5.3 50% 396,43 .00 996,43 .00 09/30/2022 630,000.00 5.350% 363,532.50 993,532.50 09/30/2023 66 ,000.00 5.350% 323,391.2 993,391.2 09/30/2024 70 ,000.00 5.350' o '43.7 997,243.7 09 30 202 740,000.00 5350oo 253,~90.00 993,590.00 09/30/2026 73 ,000.00 5.350% 212,796.2 997,796.2 09/30/2027 32 ,000.00 5.350% 169,723.7 994,723.7 09/30/2023 370,000.00 5.350% 124,337.0 994,387.50 09/30/2029 920,000.00 5.350% 76,505.00 996,505.00 09 30 2030 970,000.00 535000 2,947.50 995,947.50 Total $12,555,000.00 - $7,320,294.53 $19,905,294.53 Yield Statistics Bond Year Dollars $149,013.17 Average Life 11.341 Year,,, Average Coupon 4.91251540o Net Interest Cost NIC) 4.91251540o True Interest Cost (TIC) 4.33443910o Bond Yield for Arbitrage Pu pa,es 4.73527430o all Inclusive Cost (_aIC) 4.37441240o IRS Form 8038 Net Interest Cost 4.91251540o 'v eighted Average Maturity 11.341 Years File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:43 PM I Preliminary $4,355,000 City of Denton, Texas Certificates of Obligation, Series 2010 Wastewater Supported Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - - - 09/30i2011 9,000.00 3.000% 247,839.67 342,839.67 09/30/2012 155,000.00 3.000% 188,220.00 343,220.00 09/30/2013 160,000.00 3.000% 183,495.00 343,495.00 09/30/2014 16,000.00 3.000% 178,620.00 343,620.00 09 30 201 170,000.00 3.000°0 173,595.00 343,595.00 09/30/2016 17,000.00 3.000% 168,420.00 343,420.00 09/30/2017 180,000.00 3.000% 163,095.00 343,095.00 09/30 2018 190,000.00 3.000% 157,545.00 347,545.00 0(/30 -()19 19,000.00 3.000% 11,770.00 346,770.00 09 ;0 2020 200,000.00 3.000°0 145,845.00 345,845.00 09/30 2021 210,000.00 5.350% 137,227.0 347,227.50 09/30 2022 220,000.00 5.350% 125,725.00 345,725.00 09 30 2023 230,000.00 5.350°o 113,687.0 343,687.0 09/30/2024 24 ,000.00 5.350% 100,981.2 345,981.25 09 30 202 255,000.00 5.350oo 87,606.2 342,606.2 09/30/2026 270,000.00 5.350% 73,562.50 343,562.50 09/30/2027 28 ,000.00 5.350% 58,716.25 343,716.2 09/30 2028 300,000.00 5.350% 43,067.0 343,067.50 00/30 'm0 320,000.00 5.350% 26,482.0 346,482.50 09 ',0 2030 33 ,000.00 5.350oo 8,961.25 33,961.2 Total $4,355,000.00 $2,534,462.17 $6,889,462.17 Yield Statistics Bond Year Dollars $1,600.61 Average Life 11.849 Year,,, Average Coup°n 4.911690200 Net Interest Cost NIC) 4.91169020o True Interest Cost (TIC) 4.83372620o Bond Yield for Arbitrage Purposes 4.7327480o All Inclusive Cost (AIC) 4.87366780o IRS Form 8038 Net Interest Cost 4.91169020 o 'v Bighted Average Maturity 11.849 Years File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:48 PM I Preliminary $32,945,000 City of Denton, Texas Certificates of Obligation, Series 2010 Electric Supported Debt Service Schedule Date Principal Coupon Interest Total P+I 09 30 2010 - 09/30i2011 730,000.00 3.000% 1,374,001.67 2,604,001.67 09/30/2012 1,130,000.00 3.000% 1,422,362. 50 2,602,362. 50 09/30/2013 1,220,000.00 3.000% 1,336,362. 50 2,606,362. 50 09/30/2014 1,255,000.00 3.000% 1,349,737. 50 2,604,737. 50 09 30 201 1,295,000.00 3.000°0 1,311,437.50 2,606,437.0 09/30/2016 1,335,000.00 3.000% 1,272,037.50 2,607,037.50 09/30/2017 1,375,000.00 3.000% 1,231,337.50 2,606,337.50 09/30 2013 1,415,000.00 3.000% 1,139,537.50 2,604,537.50 0(/3n -()19 1,460,000.00 3.000% 1,146,412.50 2,606,412.50 09 ',0 2020 1,505,000.00 3.000°0 1,101,937.50 2,60 6,937.50 09/30 2021 1,565,000.00 5.350% 1,037,493.75 2,602,493.75 09/302022 1,655,000.00 5.350% 951,363.75 2,606,363.75 09 3012023 1,745,000.00 5.350% 360,413.75 2,605,413.75 09/30/2024 1,340,000.00 5.350% 764,515.00 2,604,515.00 09 30 2025 1,940,000.00 5350°0 663,400.00 2,603,400.00 09/30/2026 2,050,000.00 5.350% 556,667.50 2,606,667.50 09/30/2027 2,160,000.00 5.350% 444,050.00 2,604,050.00 09/30 2023 2,230,000.00 5.350% 325,230.00 2,605,230.00 00/30 'm0 2,405,000.00 5.350% 199,956.25 2,604,956.25 09 ?0 2030 2,535,000.00 5.350%0 67,311.25 2,602,311.25 Total $32,945,000.00 $19,157,220.42 $52,102,220.42 Yield Statistics Bond Year Dollars $390,009.94 Average Life 11.333 Year,,, Average Coup°n 4.91193260o Net Interest Cost NIC) 4.91193260o True Interest Cost (TIC) 4.33337060o Bond Yield for Arbitrage Purposes 4.73527430o All Inclusive Cost (_aIC) 4.37334760o IRS Form 8038 Net Interest Cost 4.91193260o 'v Bighted Average Maturity 11.333 Years File Denton GO working file.SF 2010 CO competitive for P 6/ 212010 3:43 PM I O O N O 0 O 00 N O O O LO O N M M r M LO N LO M O O 00 ~ 00 N O M~ ~ O O M~ O ~ O M N M V N N M~ 00 O O M N M M N O G G c rn M Nq9t - 0 0 N- I-- N O N~q-t M (O M N I~ co co co co co r- co r- co r- co co co co co co co co L - - - - - - - - - - - - - - - - - - - qqt O N cli r 0 ~ O U N a L y-+ •L p 0LO O C) LO I-- LO C) LO LO C) O I-- M O ~ OLO M N N O O ~ m ~ ~ ~ M O M O O M O N O~ O 00 00 N O~ ~ O ~ LO N M O N N r- Oqqt Mqqt LO co LO M r- M M co LO Q ~ qqt (O q qt- 00 q qt- N C6 N q~i c vi ~ N ~ q qt- L O - O - O O O O O O O O O N 0 0 0 0 0 0 0 0 0 0 O ~ C 0\~ M M M M M M M M M M M M M M M M M M M M- O Q Co o M M M M M M M M M co co co co co co co co co co co co C O Q Q o L co O o x (A (A - (O 0 C_~ O 4 O O O -0 O C LO , N N N M N M M M M M M O M O M M I-- M (n O N O O O O M I-- N O M N O I-- N LO O 00 I-- CO p a) 0 O V L V"- O"- N Nr- O M O O- O O c v! c v! - (n N N LO I-- co co co 0) 't r- r- O O O LO O O r- O w O O a) 00 00 00 00 00 00 00 00 00 00 00 00 00 00 O M M M O O O N N Z O O O O O O O O O O O O O O O O O O O M- r U_ M M M M M M M M M M M M M M M M M M M O Z co N Co a) U ,-o O O O O O O O O O O O O O O O O O O O LO LO O O N LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO I-- N co -00- " LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO LO CN A to C CO (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O (O - N O N LO w - - - - - - - - - - - - - - - - - - - OM "a) O Q J N LL CN CO co N M N r M M M M M M O M O M M I-- M N C„) W N r- q.* Oq.* r LO M N r- r M r- LO N r- O LO Mq.* O V O O V V O MO O ~ ~O N ~ M M L M '✓3 0 S O M~~~1-t O CO CO LO LO N r LO LO N LO q.* I-- q.* CO N "a 0 Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo Lo rZ y m Q 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 y N N O N A 3 Co co N fA y Q o o E > LO p 7 cu ~ O O (A CO c O C N N U ' N D o c O C N C 4- W N M-t LO O1-- M O O N M-t LO O1-- M O O U p N N N N N N N N N N M LL 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (2) o N N N N N N N N N N N N N N N N N N N N> U) 0 a) U co a~ LL PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT is entered into as of June 15, 2010 (this "Agreement"), by and between the CAN, of Denton, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, a limited purpose national banking association with trust powers (the 'Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its Certificates of Obligation, Series 2010 (the "Securities") in the aggregate principal amount of $61,085,000, such Securities to be issued in fully-registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchaser(s) thereof on or about July 20, 2010; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent forthe Securities, the Bank shall be responsible forpaying on behalf ofthe Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Ordinance." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on the signature page hereof. The Bank will notiA, the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Ordinance" means a written request or ordinance signed in the name of the Issuer by the Mayor of the Issuer delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Ordinance" means the ordinance of the governing body ofthe Issuer pursuant to which the Securities are issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this 2 definition, any mutilated, lost, destroved or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Ordinance). "Record Date" has the meaning assigned to such term in the Ordinance. "Redemption Date" when used with respect to an\- Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any yTrust Officer or Assistant Trust Officer, or any other officer of the Bank customarily- performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf ofthe Issuer providing forthe registration and transfer of the Securities. "Stated Maturity" means the date specified in the Ordinance the principal of a Security is scheduled to be due and parable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paring Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paring Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pad- on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Securitv to the Bank at the Bank Office. As Paring Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pad- on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Securitv Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Ordinance. Section 3.03. Reporting Requirements. To the extent required by the Code or the Treasury, Regulations, the Bank shall report to the Holders and the Internal Revenue Service the amount of interest paid or the amount treated as interest accrued on the Bond which is required to be reported by the Holders on their returns of federal income tax. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register"), and, if the Bank Office is located outside the State of Texas, a copy of such books and records shall be kept in the State of Texas, for recording the names and addresses ofthe Holders ofthe Securities, the transfer, exchange and replacement ofthe Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument oftransfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory, to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may, request any, supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereofwill be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Security Certificates. The Issuer shall provide an adequate inventor, of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventor, of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. 4 Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently, utilizes at the time. The Security, Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy ofthe information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of,, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notiA, the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. All Securities surrendered to the Bank, at the designated Payment/Transfer Office, for payment, redemption, transfer, or replacement, shall be promptly cancelled by the Bank. The Bank will provide to the Issuer, at reasonable intervals determined by the bank, a certificate evidencing the destruction of canceled Securities. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subjectto the applicable provisions ofthe Ordinance, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an oven ssuance. In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. 5 Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.0 1, Securities it has delivered upon the transfer or exchange of anv Securities pursuantto Section 4.0 1, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and in the Ordinance and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of_judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generalitv of the foregoing statement, the Bank need not examine the ownership of anv Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum acknowledged by the financial advisor or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instruction (f) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to anv action taken, suffered, 6 or omitted by it hereunder in good faith and in reliance thereon. (g) The Bank may, exercise any, ofthe powers hereunder and perform anv duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibilitv for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for anv amount due on anv Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or anv other capacity, may become the owner or pledgee of Securities and may, otherwise deal with the Issuer with the same rights it would have if it were not the Paving Agent/Registrar, or anv other agent. Section 5.05. Moneys Held by Bank. The Bank shall deposit anv monevs received from the Issuer into a segregated account to be held by the Bank solely for the benefit of the owners of the Securities to be used solely for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and to the extent permitted by the laws of the United States of America to secure and be pledged as collateral for such accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, anv money deposited with the Bank for the payment of the principal, premium (if any), or interest on anv Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof,, and all liability, of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, anv loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of anv of its powers or duties under this Agreement. 7 Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversv over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent Jurisdiction within the State of Texas to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depositor, trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may, not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affectthe construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. 8 Any corporation or association into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell, lease, or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation, or transfer to which it is a party, ipso facto, shall be and become successor Paving Agent/Registrar hereunder and vestedwith all ofthe powers, rights, obligations, duties, remedies, discretions, immunities, privileges, and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed, or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any, conflict exists between his Agreement and the Ordinance, the Ordinance shall govern. Section 6.09. Counterparts. This Agreement may, be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paving Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paving Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. The resigning Paving Agent/Registrar may petition any court of competent .jurisdiction for the appointment of a successor Paving Agent/Registrar if an instrument of acceptance by a successor Paving Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days after the giving of such notice of resignation. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the 9 Securities, to the successor Paring Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. [Remainder of page intentionally left blank] 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, and year first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION By Title 2001 Bryan Street, 10th Floor Dallas, Texas 75201 CITY OF DENTON, TEXAS By Mayor 215 E. McKinney Denton, Texas 76201 SCHEDULE A Paring Agent/Registrar Fee Schedule AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $4,115,000 in principal amount of "City of Denton General Obligation Bonds, Series 2010"; authorizing the issuance of the bonds; approving and authorizing instruments and procedures relating to said bonds; and enacting other provisions relating to the subj ect. BACKGROUND This bond sale was previously discussed with the Audit/Finance Committee on April 5, 2010 and the City Council on April 20, 2010. At the time of these discussions, staff anticipated refunding existing debt obligations as part of this issuance. However, due to current market conditions, the refunding issuance is no longer economically feasible. As such, a separate agenda item has been prepared for the consideration of the City Council that would allow staff to refund existing debt obligations under certain parameters. The General Obligation funded projects represent the projects approved by the voters in the 2005 Bond Election. The FY 2009-10 Adopted Capital Improvement Program (CIP) totaled $10,334,000. However, in order to accommodate project scheduling, staff is only recommending the issuance of $4,115,000. The remaining projects will be budgeted in the FY 2010-11 CIP. Below is a listing of GO funded projects for FY 2009-10: 1. Intersection Signalization - $ 290,000 2. Residential Streets - $2,000,000 3. Miscellaneous Roadways - $ 230,000 4. Sidewalk Installations - $ 260,000 5. Downtown - Walnut, Pecan, Austin - $ 975,000 6. Soccer Fields - $ 90,000 7. Prairie/Robertson Rail Trail Bridge - $ 270,000 If approved by the City Council, the bonds will be sold through a competitive bid process. The City's financial advisor, First Southwest Company, will accept bids on June 15, 2010, with the closing and delivery of funds planned for July 20, 2010. Interest rates, pricing and all other information from the successful bidder will be included in the finalized Official Statement following the City Council's award of the bid. For your review, staff has attached a copy of the ordinance and preliminary official statement. Agenda Information Sheet June 15, 2010 Page 2 Concurrently with the sale of the bonds, the City anticipates the sale of approximately $64,000,000 of Certificates of Obligation. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council/Boards/Commissions) On April 5, 2010, the Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. On April 20, 2010, the City Council gave staff direction to proceed with the plan to issue $4,115,000 in General Obligation Bonds. EXHIBITS I . Ordinance 2. Notice of Sale 3. Preliminary Official Statement 4. Preliminary Schedule - Certificates of Obligation, Series 2010 5. Paying Agent/Registrar Agreement Respectfully submitted, Bryan Langley Director of Finance ORDINANCE NO.2010- AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO $4,115,000 IN PRINCIPAL AMOUNT OF "CITY OF DENTON GENERAL OBLIGATION BONDS, SERIES 2010"; AUTHORIZING THE ISSUANCE OF THE BONDS; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, by virtue of elections held within the City of Denton, Texas ("the Issuer") on February 5, 2005, this City Council became authorized to issue, sell and deliver the general obligation bonds of the Issuer, of which there have been issued heretofore, are authorized to be issued by this Ordinance, and will remain authorized but unissued hereafter, as described in Schedule I attached hereto and incorporated herein; WHEREAS, this City Council finds and determines that it is necessary and proper to order the issuance, sale and delivery of such voted bonds; WHEREAS, the Bonds hereinafter authorized to be issued were voted and are to be issued, sold and delivered pursuant to the general laws of the State of Texas, including Texas Government Code Chapter 1331, as amended, and the Issuer's Home Rule Charter; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code Chapter 551; Now, Therefore THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The Bonds of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $4,115,000 for the purpose of the acquisition of property and making improvements for public purposes in said Issuer, to wit: (a) $3,755,000 for street improvements, (b) $360,000 for park land acquisitions and improvements, all in accordance with and subject to the election propositions authorizing such bonds, and (c) to pay the costs incurred in connection with the issuance of the Bonds (collectively, the "Projects"). Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES AND INTEREST RATES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF DENTON GENERAL OBLIGATION BOND, SERIES 2010," and initially there shall be issued, sold, and delivered hereunder one fully registered bond, without interest coupons, dated June 15, 2010, in the principal amount stated above and in the denominations hereinafter stated, numbered T 1, with bonds issued in replacement thereof being in the denominations and principal amounts hereinafter stated and numbered consecutively from R-1 upward, payable to the respective Registered Owners thereof (with the initial Bond being made payable to the initial purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said Bonds or any portion or portions thereof (in each case, the "Registered Owner"), and said Bonds shall mature and be payable serially on February 15 in each of the years and in the principal amounts, respectively, and shall bear interest from the dates set forth in the FORM OF BOND set forth in Section 4 of this Ordinance to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the following schedule: Principal Interest Principal Interest Years Amount Rates Years Amount Rates 2011 $ % 2021 $ % 2012 2022 2013 2023 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 3. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange: Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, (the "Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be wailed, and such interest payments shall not be wailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges ofBonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of 2 the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General") and registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"). (b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Paying _A Agent/Registrar for the Bonds. The Issuer covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be a single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying 3 Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit ofthis Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate ofPaying Agent/Registrar described above, the Initial Bond delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (f) Book-Entry-Only, „S,vstem. The Bonds issued in exchange for the Bond initially issued to the initial purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. 4 The previous execution and delivery of the Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Bonds. (g) Successor Securities Depository, . Transfers Outside Book-Ent -Onl System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. (h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC. (i) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such purchaser or its designee. Upon payment for the initial Bond, the Paying Agent/Registrar shall cancel the initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC. 0) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shal l give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. 5 (a) [Form of Bond] NO, R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF DENTON $ GENERAL OBLIGATION BOND SERIES 2010 Interest Rate Dated Date Maturity Date CUSIP No. June 15, 2010 February 15, REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the "Issuer"), being apolitical subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30- day months) from June 15, 2010 at the Interest Rate per annum specified above. Interest is payable on February 15, 2011 and semiannually on each August 15 and February 15 thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special 6 Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated June 15, 2010, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $4,115,000 for the acquisition of property and making improvements for public purposes in the Issuer, to wit: street improvements and park land acquisitions and improvements, and for paying the costs incurred in connection with the issuance of the Bonds i ON FEBRUARY 15, 2020, or on any date thereafter, the Bonds of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. THE BONDS scheduled to mature on in the years and ( the "Term Bonds") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary ;method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective principal amounts, set forth in the following schedule: Term Bond Term Bond Maturity: Maturity: Principal Principal Mandatory Redemption Date Amount Mandatory Redemption Date Amount $ $ 7 (maturity) (maturity) The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request ofthe Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject to the deposit ofthe redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received and shall rescind the redemption. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, 8 in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. I IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery ofthis Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law. THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a majority in aggregate principal amount of the outstanding Bonds. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Major Pro-Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (signature) _ (signature) City Secretary Mayor (SEAL) 9 (INSERT BOND INSURANCE LEGEND, IF ANY) (b) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: The Bank of New York Mellon Trust Company, National Association, Dallas, Texas Paying Agent/Registrar By: Authorized Representative 10 (c) [Form of Assignment] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee,) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature above must correspond eligible guarantor institution participating in a with the name of the Registered Owner as it securities transfer association recognized appears upon the front of this Bond in every signature guarantee program, particular, without alteration or enlargement or any change whatsoever. (d) [Form of Comptroller's Registration Certificate] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) 11 (e) [Initial Bond Insertions] (i) The initial Bond shall be in the form set forth in paragraph (a) of this Section, except that: A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF DENTON, TEXAS, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Installments Interest Rates (Information from Section 2 to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360- day year of twelve 30-day months) from June 15, 2010 at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2011, and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The Initial Bond shall be numbered 7- 1." Section 5. INTEREST AND SINKING FUND. (a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds, together with any accrued interest received upon sale of the Bonds, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures or is scheduled for redemption (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year). Said tax shall be based on the latest approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of 12 ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the Registered Owners ofthe Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. Section 6. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the Registered Owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Government Obligations are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Government Obligations or the substitution of other Government Obligations upon the satisfaction of the requirements specified in 13 Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or instrumentality ofthe United States ofAmerica, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defense less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Re lacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the Registered Owner applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is fiunished as above provided in this Section. (d) Charge for Issuin Re lacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses 14 in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shal I be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General, and their registration by the Comptroller. Upon registration of the Bonds said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with the issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private 15 business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taping any action that would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with - (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Rebate Fund 16 shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion ofnationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) Allocation of and Limitation on Ex enditures for the Projects. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition of the Projects on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Projects is completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the Bonds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the status, for federal income tax purposes, of the Bonds or the interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. (f) Reimbursement. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Bonds are hereby sold and shall be delivered to (the "Purchaser") for cash for the par value thereof and accrued interest thereon to date of delivery, plus a cash premium of $ The Bonds shall initially be registered in the name of such purchaser or its 17 designee. It is officially found, determined, and declared that the Bonds have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Notice of Sale and Bidding Instructions and Preliminary Official Statement prepared and distributed in connection with the sale of the Bonds. Said Notice of Sale and Bidding Instructions and Preliminary Official Statement, and any addenda, supplement, or amendment thereto have been and are hereby approved by the governing body of the Issuer, and their use in the offer and sale of the Bonds is hereby approved. The Initial Bond shall be registered in the name of the Purchaser or its designee. (b) The Issuer hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated June 2010, prior to the date hereof is hereby ratified and confirmed. (c) The Mayor and Mayor Pro Tem, the City Manager and City Secretary and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the sale of the Bonds, the Notice of Sale and Bidding Instructions and the Official Statement. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 11. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Bonds issued for the Projects shall be used along with other Bond proceeds for the Projects; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on Bond proceeds that are required to be rebated to the United States of America pursuant to Section 9 hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 12. CONSTRUCTION FUND. (a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a separate fund to be entitled the "Series 2010 General Obligation Bonds Construction Fund" (the "Construction Fund") for use by the Issuer for payment of all lawful costs associated with the acquisition and construction of the Projects as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in said fund shall be transferred to the Interest and Sinking fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5 of this Ordinance. (b) The Issuer may invest proceeds of the Bonds (including investment earnings thereon) issued for Projects and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. 18 (c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 13. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSSRB"means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in a designated electronic format as prescribed by the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit A hereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not completed within such period, then the Issuer shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. (c) Material Event Notices. The Issuer shall notify the MSRB, in a designated electronic format as prescribed by the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of holders of the Bonds; 8. Bond calls; 19 9. Dcfeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; and 11. Rating changes. The Issuer shall notify the MSRB of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations Disclaimers and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes the Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the Registered Owners and beneficial owners of the Bonds. The Issuer may also amend or repeal the 20 provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions ofthis Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, ofthe reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount a majority of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or he construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (S) Change the minimum percentage of the principal amount of Bonds necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each Registered Owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds. 21 (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration of the ownership of such Bonds on the registration books kept by the Paying Agent/Registrar. Section I5. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. 22 (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the Issuer or the members of its governing body. Section 16. APPROPRIATION. To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Bonds, if any, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. [Section 17. INSURANCE. The Issuer approves the insurance of the Bonds by (the "Insurer"), and the payment of the premium for such insurance, and agrees to comply with the terms of the bond insurance commitment as set forth in Exhibit B and incorporated herein.] Section 18. DISPOSITION OF FUNDS. The accrued interest received from the sale of the Bonds in the amount of $ shall be deposited to the Interest and Sinking Fund. The premium received from the sale of the Bonds in the amount of $ shall be applied as follows: the sum of $ shall be applied to pay costs of issuance; and the sum of $ shall be applied against voted authorization and deposited into the Construction Fund and used for the purposes approved by the voters at the election. The remainder of the proceeds of the sale of the Bonds in the amount of $ shall be deposited to a Construction Fund and used for the purposes approved by the voters at the election. Section 19. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. Section 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. [Execution page follows] 23 PASSED, APPROVED AND EFFECTIVE this June 15, 2010. Mayor, City of Denton, Texas ATTEST: City Secretary, City of Denton, Texas APPROVED AS TO LEGAL FORM: - & L City Attorney, City of Denton, Texas SCHEDULEI Voted Bonds Amount Amount Amount Previously Unissued Being Purpose Authorized Issued Balance Issued* Febru 5 2005 Election Senior Center & Library $4,000,000 $4,000,000 $0 $0 (Prop. 1) Street, Roadway, Sidewalk & 27,700,000 19,955,100 7,744,900 3,755,000 Traffic Control (Prop. 2) Park Improvements 10,700,000 8,110,900 2,589,100 360,000 (Prop. 3) Includes principal and premium. EXHIBIT A Annual Financial Statements and Operating Data The following information is referred to in Section 13(b) of this Ordinance: The financial information and operating data with respect to the Issuer to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: Tables 1 through 5, inclusive, and 7 through 14, inclusive APPENDIX B (FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL YEAR WHICH WILL BE UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH EVENT THE AUDITED FINANCIAL STATEMENTS WILL BE MADE AVAILABLE) Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph above. A-1 EXHIBIT B PROVISIONS RELATING TO MUNICIPAL BOND INSURANCE B-1 NOTICE OF SALE AND BIDDING INSTRUCTIONS ON $4,115,000 CITY OF DENTON, TEXAS (Denton Comity) GENERAL OBLIGATION BONDS, SERIES 2010 Sealed Bids Due Tuesday, June 15, 2010, at 11:00 AM, CDT THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS THE SALE BONDS OFFERED FOR SALE AT COn9PETITIvE BIDDING The City of Denton, Texas (the "City") is offering for sale its $4,115,000 General Obligation Bonds, Series 2010 (the "Bonds"). Bidders may submit bids for the Bonds by any of the following methods: (1) Deliver bids directly to the City as described below in "Bids Delivered to the City;" (2) Submit bids electronically as described below in "Electronic Bidding Procedures;" or (3) Submit bids by telephone or facsimile as described below in "Bids by Telephone or Facsimile." BIDS DELIVERED TO CITY Sealed bids, plainly marked "Bid for Bonds," should be addressed to "Mayor and City Council, City of Denton, Texas," and should be delivered to the City's Financial Advisor at 777 Main Street, Suite 1200, Fort Worth, Texas 76102, prior to 11:00 AM, CDT, on the date of the sale. ELECTRONIC BIDDING PROCEDURE Any prospective bidder that intends to submit an electronic bid must Submit its electronic bid through the facilities of PARITY. Subscription to i-Deal's BIDCOMP Competitive Bidding System is required in order to submit an electronic bid. The City will neither confirm any subscription nor be responsible for the failure of any prospective bidder to subscribe. Bidders submitting an electronic bid shall not be required to submit Official Bid Forms prior to award. An electronic bid made through the facilities of PARITY shall be deemed an irrevocable offer to purchase the Bonds on the terms provided in this Notice of Sale, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. The City shall not be responsible for any malfunction or mistake made by, or as a result of the use of the facilities of, PARITY, the use of such facilities being the sole risk of the prospective bidder. If any provisions of the Notice of Sale shall conflict with information provided by PARITY as the approved provider of electronic bidding services, this Notice of Sale shall control. Further information about PARITY, including any fee charged, may be obtained from Parity Customer Support, 40 West 23rd Street, 5th Floor, New York, New York 10010, (212) 404-8102. For purposes of the bidding process, regardless of the bidding method, the time as maintained by i-Deal shall constitute the official time. For information purposes only, bidders are requested to state in their electronic bids the true interest cost to the City, as described under "Basis for Award" below. All electronic bids shall be deemed to incorporate the provisions of this Notice of Sale and the Official Bid Form. The winning bidder shall submit a signed bid form if not previously submitted. BIDS RY TELEPHONE OR FACSIMILE Bidders must submit, prior to June 15, 2010, SIGNED Official Bid Forms to David Medanich, First Southwest Company, 777 Main Street, Suite 1200, Fort Worth, Texas 76102, and submit their bid by telephone or facsimile (fax) on the date of the sale. Telephone bids will be accepted at (817) 332-9710, between 10:00 AM, CDT and 11:00 AM, CDT on the date of the sale. Fax bids will be received between 10:00 AM, CDT and 11:00 AM, CDT, on the date of the sale at (817) 336-5572, attention: Rhonda Van Iderstine. First Southwest Company will not be responsible for submitting any bids received after the above deadlines. The City and First Southwest Company are not responsible if such telephone or facsimile numbers are busy which prevents a bid or bids from being submitted on a timely basis. First Southwest Company assumes no responsibility or liability with respect to any irregularities associated with the submission of bids if any options are exercised. PLACE AND TmtE of BID OPENING... The bids for the Bonds will be publicly opened and read at the offices of the Financial Advisor, at 11:00 AM, CDT. Tuesday, June 15, 2010. AWARD of THE BONDS The City Council will take action to award the Bonds (or reject all bids) at a meeting scheduled to convene at 6:30 PNI, CDT, on the date of the bid opening, and adopt an ordinance authorizing the Bonds and approving the Official Statement (the 'Bond Ordinance"). THE BONDS DESCRIPTION ...The Bonds will be dated June 15, 2010 (the 'Dated Date"). Interest will accrue from the Dated Date and will be due on February 15, 2011, and each August 15 and February 15 thereafter until the earlier of maturity or prior redemption. The Bonds will be issued only in filly registered form in any integral multiple of $5,000 for any one maturity. The Bonds will mature on February 15 in each year as follows: MATURITY SCHEDULE Principal Principal Principal Year Amount Year Amount Year Amount 2011 $ 105,000 2018 $ 180,000 2024 $235,000 2012 140,000 2019 190,000 2025 245,000 2013 145,000 2020 195,000 2026 255,000 2014 150,000 2021 205,000 2027 265,000 2015 155,000 2022 215,000 2028 280,000 2016 165,000 2023 225,000 2029 290,000 2017 170,000 2030 305,000 OPTIONAL REDEMPTION The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2021, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2020, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. SERIAL BONDS AND/OR TERM BONDS Bidders may provide that all of the Bonds be issued as serial Bonds or may provide that any two or more consecutive annual principal amounts be combined into one or more term Bonds. MANDATORY SINKING FUND If the successful bidder elects to alter the Maturity Schedule reflected above and convert principal amounts of the Serial Bonds into "Term Bonds", such "Term Bonds" shall be subject to mandatory redemption on the first February 15 next following the last maturity for Serial Bonds, and annually thereafter on each February 15 until the stated maturity for the Term Bonds at the redemption prices of par plus accrued interest to the date of redemption. The principal amounts of the Term Bonds to be redeemed on each mandatory redemption date shall be the principal amounts that would have been due and payable in the Maturity Schedule shown above had no conversion to Term Bonds occurred. At least thirty (30) days prior to each mandatory redemption date, the Paying Agent/Registrar shall select by lot the Term Bonds to be redeemed and cause a notice of redemption to be given in the manner provided in the Preliminary Official Statement. The principal amount of the Term Bonds required to be redeemed pursuant to the operation of such mandatory redemption provisions may be reduced, at the option of the City, by the principal amount of the Term Bonds of the same maturity which (i) shall have been acquired by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date or purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or (ii) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. A final official statement will incorporate the mandatory redemption provisions for the Bonds in the event the successful bidder elects to convert serial maturities into one or more Term Bonds. Boots-ENTRY-ONLY SYSTEM The City intends to utilize the Book-Entry-Only System of The Depository Trust Company ("DTC" See "The Bonds - Book-Entry-Only System" in the Preliminary Official Statement. PAYING AGENT/REGISTRAR The initial Paying Agent/Registrar shall be The Bank of New York Mellon Trust Company, National Association (see "The Bonds - Paying Agent/Registrar" in the Preliminary Official Statement). SOURCE OF PAYMENT The Bonds are direct and voted general obligations of the City payable out of the receipts from an annual ad valorem tax levied, within the limits prescribed by law, on all taxable property located within the City, as provided in the Bond Ordinance. Further details regarding the Bonds are set forth in the Preliminary Official Statement. ii CONDITIONS OF THE SALE TYPE or BIDS AND INTEREST RATES The Bonds will be sold in one block on an "All or None" basis, and at a price of not less than 701.12°/o and not more than 101.5'% of their principal amount. Bidders are invited to name the rate(s) of interest to be borne by the Bonds, provided that each rate bid must be in a multiple of 1/8 of 1% or 1/100 of 1% and the net effective interest rate mist not exceed 15%. The highest rate bid may not exceed the lowest rate bid by more than 3% in rate. For Bonds having stated maturities on and after February 15, 2021, no reoffering yield producing a dollar price less than 98.00 for any individual maturity will be accepted. The high bidder will be required to submit reoffering yields and dollar prices prior to award. No limitation is imposed upon bidders as to the number of rates or changes which may be used. All Bonds of one maturity must bear one and the same rate. No bids involving supplemental interest rates will be considered. Each bidder shall state in the bid the total interest cost in dollars and the effective interest rate determined thereby (calculated in the manner prescribed by Chapter 1204, Texas Government Code), which shall be considered informative only and not as apart of the bid. BASIS FOR AWARD The sale of the Bonds will be awarded to the bidder making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost rate to the City. The True Interest Cost rate is that rate which, when used to compute the total present value as of the Dated Date of all debt service payments on the Bonds on the basis of semi-annual compounding, produces an amount equal to the sum of the par value of the Bonds plus any premium bid (but not interest accrued from the Dated Date to the date of their delivery). In the event of a bidder's error in interest cost rate calculations, the interest rates, and premium, if any, set forth in the Official Bid Form will be considered as the official bid. GOOD FAITH DEPOSIT A Good Faith Deposit, payable to the "City of Denton, Texas", in the amount of $82,300.00, is required. Such Good Faith Deposit shall be a bank cashier's check or certified check, which is to be retained uncashed by the City pending the Initial Purchaser's compliance with the terms of the bid and the Notice of Sale and Bidding Instructions. The Good Faith Deposit may accompany the Official Bid Form or it may be submitted separately. If submitted separately, it shall be made available to the City prior to the opening of the bids, and shall be accompanied by instructions from the bank on which drawn which authorize its use as a Good Faith Deposit by the Initial Purchaser who shall be named in such instructions. The Good Faith Deposit of the Initial Purchaser will be returned to the Initial Purchaser upon payment for the Bonds. No interest will be allowed on the Good Faith Deposit. In the event the Initial Purchaser should fail or refuse to take up and pay for the Bonds in accordance with the bid, then said check shall be cashed and accepted by the City as full and complete liquidated damages. The checks accompanying bids other than the winning bid will be returned immediately after the bids are opened, and an award of the Bonds has been made. DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS CUSIP NUMBERS It is anticipated that CUSIP identification numbers will appear on the Bonds, but neither the failure to print or type such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Initial Purchaser to accept delivery of and pay for the Bonds in accordance with the terms of this Notice of Sale and Bidding Instructions and the terms of the Official Bid Form. All expenses in relation to the printing or typing of CUSIP numbers on the Bonds shall be paid by the City; provided, however, that the CUSIP Service Bureau charge for the assignment of the numbers shall be the responsibility of and shall be paid for by the Initial Purchaser. DELIVERY of BONDS Initial Delivery will be accomplished by the issuance of one Initial Bond (also called the "Bond" or "Bonds"), either in typed or printed form, in the aggregate principal amount of $4,115,000, payable in stated installments to the Initial Purchaser or its designee, signed by the Mayor and City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts. Upon delivery of the Initial Bond, it shall be immediately cancelled and one definitive Bond for each maturity will be registered and delivered only to Cede & Co., and deposited with DTC in connection with DTC's Book-Entry-Only System. Delivery will be at the corporate trust office of the Paying Agent/Registrar in Dallas, Texas. Payment for the Bonds must be made in immediately available finds for unconditional credit to the City, or as otherwise directed by the City. The Initial Purchaser will be given six business days' notice of the time fixed for delivery of the Bonds. It is anticipated that delivery of the Bonds can be made on or about July 20, 2010, and it is understood and agreed that the Initial Purchaser will accept delivery and make payment for the Bonds by 10:00 AM, CDT, on July 20, 2010, or thereafter on the date the Bond is tendered for delivery, up to and including August 3, 2010. If for any reason the City is unable to make delivery on or before August 3, 2010, the City shall immediately contact the Initial Purchaser and offer to allow the Initial Purchaser to extend its offer for an additional thirty days. If the Initial Purchaser does not elect to extend its offer within six days thereafter, then its Good Faith Deposit will be returned, and both the City and the Initial Purchaser shall be relieved of any further obligation. In no event shall the City be liable for any damages by reason of its failure to deliver the Bonds, provided such failure is due to circumstances beyond the City's reasonable control. CONDITIONS To DELIVERY The obligation of the Initial Purchaser to take up and pay for the Bonds is subject to the Initial Purchaser's receipt of (a) the legal opinion of McCall, Parkhurst & Horton, L.L.P., Dallas, Texas, Bond Counsel for the City ("Bond Counsel"), (b) the no-litigation certificate, and (c) the certification as to the Preliminary Official Statement, all as further described in the Preliminary Official Statement. In order to provide the City with information required to enable it to comply with certain conditions of the Internal Revenue Code of 1986 relating to the exemption of interest on the Bonds fi•om the gross income of their owners, the Initial Purchaser will be required to complete, execute, and deliver to the City (on or before the 6th business day prior to the delivery of the Bonds) a iii certification as to their "issue price" substantially in the form and to the effect attached hereto or accompanying this Notice of Sale and Bidding Instructions. In the event the successful bidder will not reoffer the Bonds for sale, such certificate may be modified in a manner approved by the City. In no event will the City fail to deliver the Bonds as a result of the Initial Purchaser's inability to sell a substantial amount of the Bonds at a particular price prior to delivery. Each bidder, by submitting its bid, agrees to complete, execute, and deliver such a certificate on or before the 6"' business day prior to the date of delivery of the Bonds, if its bid is accepted by the City. It will be the responsibility of the Initial Purchaser to institute such syndicate reporting requirements to make such investigation, or otherwise to ascertain the facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such certification should be directed to Bond Counsel. LEGAL OPINIONS The Bonds are offered when, as and if issued, subject to the approval of the Attorney General of the State of Texas. Delivery of and payment for the Bonds is subject to the receipt by the Initial Purchaser of opinions of Bond Counsel, to the effect that the Bonds are valid and binding obligations of the City and that the interest on the Bonds will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" in the Preliminary Official Statement, including alternative minimum tax consequences. CERTIFICATION OF PRELIMINARY OFFICIAL STATEMENT At the time of payment for and Initial Delivery of the Bonds, the City will execute and deliver to the Initial Purchaser a certificate in the form set forth in the Preliminary Official Statement. CHANGE IN TAx EXEMPT STATUS ....At any time before the Bonds are tendered for delivery, the Initial Purchaser may withdraw its bid if the interest received by private holders on obligations of the same type and character shall be declared to be includable in gross income under present federal income tax laws, either by ruling of the Internal Revenue Service or by a decision of any Federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes, by the terms of any federal income tax law enacted subsequent to the date of this Notice of Sale and Bidding Instructions. GENERAL FINANCIAL ADVISOR First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending or future actions taken by any legislative Or judicial bodies. In the normal course of business, the Financial Advisor may from time to time sell investment securities to the City for the investment of bond proceeds or other funds of the City upon the request Of the City. BLUE SKY LAWS By submission of its bid, the Initial Purchaser represents that the sale of the Bonds in states other than Texas will be made only pursuant to exemptions from registration or, where necessary, the Initial Purchaser will register the Bonds in accordance with the securities law of the states in which the Bonds are offered or sold. The City agrees to cooperate with the Initial Purchaser, at the Initial Purchaser's written request and expense, in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary, provided, however, that the City shall not be obligated to qualify as a foreign corporation or to execute a general or special consent to service of process in any such jurisdiction. NOT AN OFFER TO SELL This Notice of Sale and Bidding Instructions does not alone constitute an offer to sell the Bonds, but is merely notice of the sale of the Bonds. The offer to sell the Bonds is being made by means of the Notice of Sale and Bidding Instructions, the Official Bid Form and the Preliminary Official Statement. Prospective purchasers are urged to carefully examine the Preliminary Official Statement to determine the investment quality of the Bonds. ISSUANCE OF ADDITIONAL DEBT Other than the City's $61,085,000 Certificates of Obligation, Series 2010 being offered for sale concurrently with, but separately from, the Bonds, the City does not anticipate the issuance of additional general obligation debt within the next 12 months. RATINGS The Bonds and the presently outstanding tax supported debt of the City are rated "Aa2" by Moody's Investors Service, Inc. ("Moody's") and "AA" by Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business ("S&P"). THE PRELIMINARY OFFICIAL STATEMENT AND COMPLIANCE WITH SEC RULE 15c2-12... The City has prepared the accompanying Preliminary Official Statement and, for the limited purpose of complying with SEC Rule 15c2-12, deems such Preliminary Official Statement to be final as of its date within the meaning of such Rule for the purpose of review prior to bidding. To the best knowledge and belief of the City, the Preliminary Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund, account, or person that is material to an evaluation of the offering of the Bonds. Representations made and to be made by the City concerning the absence of material misstatements and omissions in the Preliminary Official Statement are addressed elsewhere in this Notice of Sale and Bidding Instructions and in the Preliminary Official Statement. iv The City will fiurnish to the Initial Purchaser, acting through a designated senior representative, in accordance with instructions received from the Initial purchaser, within seven (7) business days from the sale date an aggregate of 150 copies of the Official Statement reflecting interest rates and other terms relating to the initial reoffering of the Bonds. The cost of any Official Statement in excess of the number specified shall be prepared and distributed at the cost of the Initial Purchaser. The Initial Purchaser shall be responsible for providing in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the next business day after the award. Except as noted above, the City assumes no responsibility or obligation for the distribution or delivery of any copies of the Official Statement in connection with the offering or reoffering of the subject securities. CONTINUING DISCLOSURE AGREEMENT The City will agree in the Bond Ordinance to provide certain periodic information and notices of material events in accordance with Securities and Exchange Commission Rule 15c2-12, as described in the Preliminary Official Statement under "Continuing Disclosure of Information". The Initial Purchaser's obligation to accept and pay for the Bonds is conditioned upon delivery to the Initial Purchaser or agent of a certified copy of the Bond Ordinance containing the agreement described under such heading. COMPLIANCE WITH PRIOR UNDERTAKINGS The City has complied in all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. ADDITIONAL COPIES OF NOTICE, BID FORM AND STATEMENT A limited number of additional copies of this Notice of Sale and Bidding Instructions, the Official Bid Form and the Preliminary Official Statement, as available over and above the normal mailing, may be obtained at the offices of First Southwest Company, Investment Bankers, 325 North St. Paul, Suite 800, Dallas, Texas 75201, Financial Advisor to the City. On the date of the sale, the City will, in the Bond Ordinance authorizing the issuance of the Bonds, confirm its approval of the form and content of the Preliminary Official Statement, and any addenda, supplement or amendment thereto, and authorize its use in the reoffering of the Bonds by the Initial Purchaser. MARK BURROUGHS Mayor City of Denton, Texas ATTEST: JENNIFER WALTERS City Secretary June 3, 2010 v BOND YEARS Bonds Accumulated Bonds maturing Amount Bond Year's Bond Years Maturing 2011 $ 105,000 70.000 70.000 2011 2012 140,000 233.333 303.333 2012 2013 145,000 386.667 690.000 2013 2014 150,000 550.000 1,240.000 2014 2015 155,000 723.333 1,963.333 2015 2016 165,000 935.000 2,898.333 2016 2017 170,000 1,133.333 4,031.667 2017 2018 180,000 1,380.000 5,411.667 2018 2019 190,000 1,646.667 7,058.333 2019 2020 195,000 1,885.000 8,943.333 2020 2021 205,000 2,186.667 11,130.000 2021 2022 215,000 2,508.333 13,638.333 2022 2023 225,000 2,850.000 16,488.333 2023 2024 235,000 3,211.667 19,700.000 2024 2025 245,000 3,593.333 23,293.333 2025 2026 255,000 3,995.000 27,288.333 2026 2027 265,000 4,416.667 31,705.000 2027 2028 280,000 4,946.667 36,651.667 2028 2029 290,000 5,413.333 42,065.000 2029 2030 305,000 5,998.333 48,063.333 2030 Average Maturity 11.680 Years OFFICIAL BID FORM Honorable Mayor and City Council June 15, 2010 City of Denton, Texas Honorable Mayor and Members of the City Council: Reference is made to your Preliminary Official Statement and Notice of Sale and Bidding Instructions, dated June 3, 2010 of $4,115,000 CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 2010, both of which constitute a part hereof. For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and Preliminary Official Statement, we will pay you par and accrued interest from date of issue to date of delivery to us, plus a cash premium of $ for Bonds maturing and hearing interest as follows: Principal Interest Principal Interest Principal Interest Maturity Amount Rate Maturity AnrOlint Rate Maturity Amount Rate 2/15/2011 $ 105,000 2/15/2018 $ 180,000 % 2/15/2024 $235,000 % 2/15/2012 140,000 % 2/15/2019 190,000 % 2/15/2025 245,000 % 2/15/2013 145,000 % 2/15/2020 195,000 % 2/15/2026 255,000 % 2/15/2014 150,000 % 2/15/2021 205,000 % 2/15/2027 265,000 % 2/15/2015 155,000 % 2/15/2022 215,000 % 2/15/2028 280,000 % 2/15/2016 165,000 % 2/15/2023 225,000 % 2/15/2029 290,000 % 2/15/2017 170,000 % 2/15/2030 305,000 % Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been combined into a term bond, the principal amount shown in the table above shall be the mandatory sinking fund redemption amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The term bonds created are as follows: Year of Maturity Date First Mandatory Principal Interest February 15 Redemption Amount Rate $ $ $ $ $ $ Our calculation (which is not a part of this bid) of the true interest cost from the above is: TRUE INTEREST COST The Initial Bonds shall be registered in the name of which will, upon payment for the Bonds, be canceled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede & Co. (DTC's partnership nominee), under the Book-Entry-Only System. A bank cashier's check or certified check of the Bank, , in the amount of $82,300.00, which represents our Good Faith Deposit (is attached hereto) or (has been made available to you prior to the opening of this bid), and is submitted in accordance with the terms as set forth in the Preliminary Official Statement and Notice of Sale and Bidding Instructions. We agree to accept delivery of the Bonds utilizing the Book-Entry-Only System through DTC and make payment for the Initial Bond in immediately available funds in the Corporate Trust Division, The Bank of New York Mellon Trust Company, National Association, not later than 10:00 AM, CDT, on July 20, 2010, or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions. It will be the obligation of the purchaser of the Bonds to complete the DTC Eligibility Questionnaire. The undersigned agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of the Bonds, a certificate relating to the "issue price" of the Bonds in the form and to the effect accompanying the Notice of Sale and Bidding Instructions, with such changes thereto as may be acceptable to the City. We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the next business day after the award. Respectfully submitted, Syndicate Members: Name of Underwriter or Manager Authorized Representative Phone Number Signature ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by the City of Denton, Texas, subject to and in accordance with the Notice of Sale and Bidding lnstruetiOnS, this the 15th day of June, 2010. ATTEST: Mayor City of Denton, Texas City Secretary CERTIFICATE OF UNDERWRITER The undersigned hereby certifies as follows with respect to the bid and purchase of the City of Denton, Texas General Obligation Bonds, Series 2010 (the 'Bonds"): 1. The undersigned is the duly authorized representative of the purchaser (the "Purchaser") of the Bonds fi-om the City of Denton, Texas (the "Issuer"). 2. All of the Bonds have been offered to members of the public in a bona fide initial offering. For purposes of this Certificate, the term "public" does not include any bondhouses, brokers, dealers, and similar persons or organizations acting in the capacity of underwriters or wholesalers (including the Purchaser or members of the selling group or persons that are related to, or controlled by, or are acting on behalf of or as agents for the undersigned or members of the selling group). 3. Each maturity of the Bonds was offered to the public at a price which, on the date of such offering, was reasonably expected by the Purchaser to be equal to the fair market value of such maturity. 4. Other than the obligations set forth in paragraph 5 hereof (the "Retained Maturity" or "Retained Maturities"), the first price/yield at which a substantial amount (i.e., at least ten (10) percent) of the principal amount of each maturity of the Bonds was sold to the public is set forth below. Principal Offering Principal Offering Amount Year of Price Amount Year of Price Maturing Maturity (°/Yield) Maturing Maturity (%o/Yield) $ 105,000 2011 $205,000 2021 140,000 2012 215,000 2022 145,000 2013 225,000 2023 150,000 2014 235,000 2024 155,000 2015 245,000 2025 165,000 2016 255,000 2026 170,000 2017 265,000 2027 180,000 2018 280,000 2028 190,000 2019 290,000 2029 195,000 2020 305,000 2030 5. In the case of the Retained Maturities, the Purchaser reasonably expected on the offering date to sell a substantial amount (i.e., at least ten (10) percent) of each Retained Maturity at the initial offering price/yield as set forth below: Principal Offering Principal Offering Amount Year of Price Amount Year of Price Maturing Maturity (%iYield) Maturing Maturity (°/dYield) $105,000 2011 $205,000 2021 140,000 2012 215,000 2022 145,000 2013 225,000 2023 150,000 2014 235,000 2024 155,000 2015 245,000 2025 165,000 2016 255,000 2026 170,000 2017 265,000 2027 180,000 2018 280,000 2028 190,000 2019 290,000 2029 195,000 2020 305,000 2030 6. The Purchaser Understands that the statements made herein will be relied upon, by the Issuer in its effort to comply with the conditions imposed by the Internal Revenue Code of 1986, and by Bond Counsel in rendering their opinion that the interest on the Bonds is excludable from the gross income of the owners thereof. EXECUTED and DELIVERED this day of 2010. (Name of PL-chaser or Manager of Purchasing Syndicate) By: Title: Ratings: Moody's: "Aa2" Dated June 3, 2010 S&P: "AA" (see "Other Information - NEW ISSUE - Book-Entry-Only Ratings" herein) In the opinion of Bond Counsel, interest on the Bonds Till be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax consequences. THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAY-EYE1\lPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS $4,115,000 CITY OF DENTON, TEXAS ? (Denton County) GENERAL OBLIGATION BONDS, SERIES 2010 Dated Date: June 15, 2010 Due: February 15, as shown below PAYMENT TERMS Interest on the $4,115,000 City of Denton, Texas General Obligation Bonds, Series 2010 (the "Bonds") Till accrue from June 15, 2010 (the "Dated Date"), Till be payable February 15 and August 15 of each year, commencing February 15, 2011, until maturity or prior redemption, and Till be calculated on the basis of a 360-day year consisting of hvelve 30-day months. The definitive Bonds Till be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. Beneficial ovmership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof-within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds Till be payable by the Paying Agent Registrar to Cede & Co., -which Till make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial o-,vners of the Bonds. See "The Obligations - Book-Entry-Only System" herein. The initial Paving Agent Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paving Agent Registrar"). AUTHORITY FOR ISSUANCE The Bonds are issued pursuant to the Constitution and general la-,vs of the State of Texas, (tine "State") including particularly Texas Government Code, Chapter 1331, as amended, and are direct obligations of the City of Denton, Texas (tine 'City"), payable from an annual ad valorem tax levied, -within the limits prescribed by la-,v, on all taxable property -within the Cite, as provided in the ordinance authorizing the Bonds (the "Bond Ordinance") (see "The Obligations - Authority for Issuance" and "The Obligations - Securitv and Source of Payment"). PURPOSE Proceeds of the Bonds are expected to be used for (i) for various street improvements and park land acquisitions and improvements, and (ii) paying the costs associated -,vith the issuance of the Bonds. MATURITY SCHEDULE CUSIP Prefix: 248866(1) Principal Interest CUSIP Principal Interest CUSIP Amount Maturity Rate Yield SuffixAmount Maturit~_~ Rate Yield Suffix $105,000 2011 $205,000 2021 140,000 2012 215,000 2022 145,000 2013 225,000 2023 150,000 2014 235,000 2024 155,000 2015 245,000 2025 165,000 2016 255,000 2026 170,000 2017 265,000 2027 180,000 2018 280,000 2028 190,000 2019 290,000 2029 195,000 2020 305,000 2030 (Accrued Interest from June 15, 2010 to be added) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the Anmeriean Bankers Association. This data is not intended to create a database and does not serve in any -,vav as a substitute for the CUSIP Services. Neither the City or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2021, in Thole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2020, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. SEPARATE ISSUES The Bonds are being offered by the City concurrently -,vith the "City of Denton, Texas, Certificates of Obligation, Series 2010" (the "Certificates"), under a common Official Statement, and such Bonds and Certificates are hereinafter sometimes referred to collectively as the "Obligations." The Bonds and Certificates are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, -while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terms for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, o-,vnership or disposition of the Obligations and other features. LEGALITY The Bonds are offered for delivery -when, as and if issued and received by the Initial Purchaser of the Bonds subject to the approving opinion of the Attorney General of Texas and the opinion of McCall, Parldnurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Foams of Bond Counsel's Opinions"). DELIVERY It is expected that the Bonds Till be available for delivery through The Depository Trust Company on July 20, 2010. BIDS DUE TUESDAY, JUNE 15, 2010, AT 11:00 AM, CDT THIS PAGE LEFT BLANK INTENTIONALLY 2 Ratings: Moody's: "Aa2" Dated June 3, 2010 S&P: "AA" (see "Other Information - NEW ISSi7E - Book-Entry-Only Ratings" herein) In the opinion of Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax consequences. THE CERTIFICATES WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXENIPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS 861,085,000- CITY OF DENTON, TEXAS (Denton County) CERTIFICATES OF OBLIGATION, SERIES 2010 Dated Date: June 15, 2010 Due: February 15, as shown below PAYMENT TERMS Interest on the $61,085,000* Citv of Denton, Texas Certificates of Obligation, Series 2010 (the "Certificates") will accrue from June I5, 2010 (the "Dated Date"), will be payable Februarv 15 and August 15 of each year, commencing Februarv 15, 2011, until maturity or prior redemption, and will be calculated on the basis of a 360-dav year consisting of twelve 30-dav months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entrv-Only Svstem described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Certificates will be made to the beneficial owners thereof Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "The Obligations - Book-Entrv-Only System" herein. The initial Paying Agent/ Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paving Agent Registrar"). AUTHORITY FOR ISSUANCE The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State") particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as amended, and constitute direct obligations of the Citv of Denton, Texas (the "City"), payable from a combination of (i) the levy and collection of a direct annual ad valorem tax, within the limits prescribed by law, on all taxable property within the Citv, and (ii) a limited pledge of surplus net revenues of the City's Utilitv System not in excess of $1,000, as provided in the ordinance authorizing the Certificates (the "Certificate Ordinance") (see "The Obligations - Authoritv for Issuance"). PURPOSE Proceeds from the sale of the Certificates will be used for (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's waterworks and sewer system; (b) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Citv's electric light and power system; (c) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements the Citv's solid waste disposal system; (d) renovations to, and equipping of, existing municipal buildings, including Main Citv Hall; (e) acquisition of vehicles and equipment for the Citv's motor pool; and (f) paying all or a portion of the Citv's contractual obligations for professional services, including engineers, architects, attornevs, map makers, auditors, and financial advisors, in connection with said Certificates of Obligation. MATURITY SCHEDULE- CUSIP Prefix: 248866(n Principal Interest CUSIP Principal Interest CUSIP Amount Maturity Rate Yield Suffix (1) Amount Maturity Rate Yield Suffix (1) $2,220,000 2011 $2,550,000 2021 3,055,000 2012 2,685,000 2022 3,155,000 2013 2,835,000 2023 3,250,000 2014 2,995,000 2024 3,355,000 2015 3,155,000 2025 2,495,000 2016 3,330,000 2026 2,565,000 2017 3,510,000 2027 2,650,000 2018 3,705,000 2028 2,725,000 2019 3,915,000 2029 2,815,000 2020 4,120,000 2030 (Accrued Interest from June 15, 2010 to be added) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the Citv or Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION The City reserves the right, at its option, to redeem Certificates having stated maturities on and after Februarv 15, 2021, in whole or in part in principal amounts of $5,000 or anv integral multiple thereof, on Februarv 15, 2020, or anv date thereafter, at the par value thereof plus accrued interest to the date of redemption. SEPARATE ISSUES The Certificates are being offered by the Citv concurrently with the "City of Denton, Texas, General Obligation Bonds, Series 2010" (the 'Bonds"), and such Certificates and Bonds are hereinafter sometimes referred to collectively as the "Obligations." The Certificates and Bonds are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terms for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY The Certificates are offered for delivery when, as and if issued and received by the Initial Purchaser of the Certificates subject to the approving opinion of the Attornev General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C. "Forms of Bond Counsel's Opinions"). DELIVERY It is expected that the Certificates will be available for deliverv through The Depository Trust Company on July M 2010. * Preliminarv, subject to change. See the Notice of Sale - "Adjustment of Principal Amount and or Types of Bids". BIDS DUE TUESDAY, JUNE 15, 2010, AT 11:00 AM, CDT THIS PAGE LEFT BLANK INTENTIONALLY 4 This Official Statement, which inchides the cover page, Schedule and the 4ppendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in anli jintsdiction to any person to whom it is unlawfil to make such offer, solicitation, or sale. No dealer, broker, salesperson, or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, ifgiven or made, such other information or representations must not be relied upon. For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission (flee 'Rule"), this document constitutes an Official Statement of the City with respect to the Obligations that has been med f nal"by flee City as of s date except for flee omission of no more than flee information permitted by flee Rule. The information set forth herein has be. ob from the City and of.r sc s be eved to be rehable, but such information is not guan 1 as to accuracy or completeness and is not to be construe,' as t res~ station, promise, or g .,,rof flee Financial 4civisor. This Official State n. nt eom. ,s, in part, estimates ar.l matters of opinion which are not intende 1 as statements ofj, .1, and no r. ' q . sentation is made as to the correctness of such esi ns, or that flee}' u realized Only information and expressions of opinion herein cont. % i- are sub ect to change mahout notice, am,, . y of this Official S, nt nor any sale made hereunder shall, under a !Y ~ as, create an'y implication that there has been no change in n~ fr, s of flee City or other ,_s, ribed herein since the date hereof See "Corot, , -.g Disclosure of Information" for a description of floe City's 's ig I-~ provide certain hy,)rn,ation on a continuing basis. Neifleer the City nor its Financial 4civisor make any representation as to the accurac}; completeness, or adequacy of floe information supplied by The Depository Trust Company for use in this Official Statement. The cover page for each series of Obligations contains certain information for general reference only and is not intended as a summary of this offering. Investors should read floe entire Oft, , it Statement, including all schedules and appendices hereto, to obtain information essential to making an informed investment decision. The agreements of fleet others related to the Obligations are contained solely in the contracts described herein. YV rther this Official Statement nor any other statement made ir, cor, „„n weth the offer or sale of the Obligations is to be const ued as cons to ng an agreement mth the purchaser of floe Obligations. INIFSTORS SHOt:TD RE4D THE EVTIRE OFFICIIL ST_4TE1=T, INCLL,DING ALL SCHEDt:TES _4:1D APPEYDICES_4TT_4CHED HERETO, TO OBT_ILV L FOR114TIOV ESSEYTI_-IL TO 1L4f T\TCT_4,V L1FOR11ED LVT EST_11EVT DECISION. T ,s O,ff-ri,"7 Statement contains 'Font. I-Looking" s .,,",rents uithin the meaning of Section 21E of floe Securzhes F-rh.-r;e Oct of 1931, as amended Such st. ,n. nts ,ray involve known and unknoun risks, un. a I „ed other factors a hick may cause the actual results, pe lot . .,,,d achievements to be different from fii r>ults perfo nano , .m a s ~s. or implied by such forward-look ng statements. Investors are r ~~ned that the actual results could clr . r . Zv ftoni those set forth in t, . tor-, i . , ig statements. The Oblrg, eons are exemptfrom registration mth the Securities and Exchange Commission and consequently have notbeen registered theremth. The registration, quahfcanon, or exemption of floe Obligations in accordance mth applicable securities law provisions of the .jurisdiction in which the Obligations have been registered, qualified or exempted should not be regarded as a recommendation thereof. TABLE OF CONTENTS OFFICIAL STATEMENT SU11I11IARY 6 TAX MATTERS 32 CITY OFFICIALS, STAFF AND CONSULTANTS 3 CONTINUING DISCLOSURE OF INFORIILATION 34 ELECTED OFFICIALS 3 OTHER INFORMATION 35 SELECTED ADmiNISTRATIVE STAFF 3 C_)NSTILTANTS AND ADVISORS 3 LITIGATION 35 INTRODUCTION 9 REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE 35 THE OBLIGATIONS ....................................................................9 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC TAX INFORMATION .................................................................15 P TNDS IN TEZAS....................................................... 35 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL LEGAL, OPINIONS 36 OBLIGATION DEBT 19 AUTHENTICITY OF FINANCIAL, DATA AND OTHER TABLE 2 - TAXABLE ASSESSED VALUATIONS INFORIVIATION 36 BY CATEGORY 20 FINANCIAL ADVISOR........................................................... 36 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT INITIAL, PURCHASER OF THE BONDS 37 HISTORY ....................................................................21 INITIAL, PURCHASER OF THE CERTIFICATES........................ 37 TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY. 21 CERTIFICATION OF THE OFFICIAL, STATEMENT 37 TABLE 5 - TEN LARGEST TAXPAYERS 21 TABLE 6 - ESTrnIATED OVERLAPPING TAx DEBT ..............22 APPENDICES GENERAL INFORMATION REGARDING THE CITY A DEBT INFORNLATION 23 EXCERPTS FROM THE ANNUAL FINANCIAL REPORT B TABLE 7 - GENERAL OBLIGATION DEBT SERVICE FORMS OF BOND COUNSEL'S OPINIONS C REQUIREMENTS 23 TABLE 3 - INTEREST AND SrIKiNG FTTID BTIDGET The cover page hereof, this page, the appendices included herein PROJECTION 24 and any addenda, supplement or amendment hereto, are part of the TABLE 9 - COMPUTATION OF SELF-SUPPORTING DEBT..... 24 Official Statement. TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS .................................................24 TABLE 11 - OTHER OBLIGATIONS ......................................25 FINANCIAL INFORIILATION 27 TABLE 12 - CHANGES IN NET ASSETS ................................27 TABLE 12A - GENERAL FUND REVENUES AND EXPENDITURE HISTORY 28 TABLE 13 -MUNICIPAL SALES TAx HISTORY ...................29 INVESTMENTS 30 TABLE 14- CTJRRENT IN`'ESTMENTS ....................................31 OFFICIAL STATEMENT SUMMARY This sununaiv is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Bonds and Certificates to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this surmnaiv_ from this Official Statement or to otherwise use it without the entire Official Statement. THE CITY The City of Denton (the "City") is a political subdivision and municipal corporation of the State, located in Denton Countv, Texas. The Cit_v covers approximately 101.15 square miles (see "Introduction - Description of the City"). THE BONDS The $4,115,000 General Obligation Bonds, Series 2010 are to mature on Februaiv 15 in the years 2011 through 2030 (see "The Obligations - Description of the Obligations"). THE CERTIFICATES The $61,085,000* Certificates of Obligation, Series 2010 are to mature on Febiuaiv 15 in the years 2011 through 2030 (see "The Obligations - Description of the Obligations"). PAYMENT OF INTEREST Interest on the Bonds and Certificates accrues from June 15, 2010, and is payable Februaiv 15, 2011, and each August 15 and Februaiv 15 thereafter until maturity or prior redemption (see "The Obligations - Description of the Obligations" and "The Obligations - Optional Redemption"). AUTHORITY FOR ISSUANCE.......... The Bonds are issued pursuant to the Constitution and general laws of the State, including particularly Texas Government Code, Chapter 1331, and an ordinance passed by the City Council of the City (see "The Obligations - Authority for Issuance"). The Certificates are issued pursuant to the Constitution and general laws of the State, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and an ordinance passed by the City Council of the City (see "The Obligations - Authority for Issuance"). SECURITY FOR THE BONDS The Bonds constitute direct and voted obligations of the City, payable from a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property located within the City (see "The Obligations - Security and Source of Pavment"). SECURITY FOR THE CERTIFICATES The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (see "The Obligations - Security and Source of Payment"). REDEMPTION The City reserves the right, at its option, to redeem Bonds and Certificates, as the case may be, having stated maturities on and after February 15, 2021, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on Februaiv 15, 2020, or anv date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations - Optional Redemption"). T xE%EMPTION In the opinion of Bond Counsel, the interest on the Bonds and Certificates will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" herein, including, with respect to the Bonds, the alternative minimum tax on corporations. USE OF PROCEEDS Proceeds of the Bonds, are expected to be used for (i) for various street improvements, and park land acquisitions and improvements, and (ii) paying the costs associated with the issuance of the Bonds. Proceeds from the sale of the Certificates will be used for (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's waterworks and sewer system; (b) acquiring, constructing, installing and equipping additions, * Prelirninaiv, subject to change. 6 extensions, renovations and improvements to the City's electric light and power system; (c) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements the City's solid waste disposal system; (d) renovations to, and equipping of, existing municipal buildings, including Main City Hall; (e) acquisition of vehicles and equipment for the City's motor pool; and (f) paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said Certificates of Obligation. PUTINGS The Obligations and the presently outstanding general obligation debt of the City are rated "Aa2" by Moodv's Investors Service, Inc. ("Moodv's") and "AA" by Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business, a division of The McGraw- Hill Companies, Inc. ("S&P"). Boor;-ENTRY-ONLY SYSTEM...... The definitive Obligations will be initially registered and delivered only to Cede & Co., the nominee of DTC pursuant to the Book-Entry-Only Svstem described herein. Beneficial ownership of the Obligations may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Obligations will be made to the beneficial owners thereof Principal of, premium, if any, and interest on the Obligations will be payable by the Paving Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations (see "The Obligations - Book-Entty-Only System"). PAYMENT RECORD The Citv has never defaulted on the payment of its tax-supported indebtedness. SELECTED DNANCIAL INFORNUTION Net Funded Ratio Funded Fiscal Per Capita Tax Per Capita Tax Debt to Year Estimated Taxable Taxable Debt Funded Taxable % of Ended Citv Assessed Assessed at End Tax Assessed Total Tax 9130 Population (1) Valuation (2) Valuation of Year (4) Debt Valuation Collections 2006 108,381 $4,789,376,811 $44,190 $ 101,054,142 $ 932 2.11% 100.22% 2007 113,800 5,441,228,909 47,814 119,266,729 1,048 2.19% 100.62% 2008 115,506 6,089,499,775 52,720 129,439,594 1,121 2.13% 101.08% 2009 118,904 6,291,359,112 52,911 122,835,000 1,033 1.95% 99.18% 2010 121,374 6,327,909,022 (3) 52,136 120,442,600 (5) 992 (5) 1.90%(5) 99.13% (6) (1) Source: Citv Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Source: Denton Central Appraisal District as of July 18, 2009. (4) Excludes self-supported general obligation debt. (5) Projected. Includes the Bonds and a portion of the Certificates. Prelirninarv_ , subject to change. (6) Collections for part year only, through April 1, 2010. For additional information regarding the City, please contact: Brvan Landev Laura Alexander Director of Finance First Southwest Company Citv of Denton 777 Main Street, Suite 1200 215 E. McKinnev Street or Fort Worth, Texas 76102 Denton, Texas 76201 (817) 332-9710 (940) 349-8224 7 CITY OFFICIALS, STAFF AND CONSULTANTS ELECTED OFFICIALS Term City Council Expires Mark Burroughs Mav_ , 2012 Mavor Pete Kamp Mav_ , 2012 Mayor Pro Tem, At Large Place 5 James King Mav_ , 2012 CouncHmember, At Large Place 6 Charlve Heggins Mav_ , 2011 CouncHmember, District 1 Dalton Gregory Mav_ , 2011 CouncHmember, District 2 Jinn Engelbrecht Mav_ , 2011 CouncHmember, District 3 Chris Watts Mav_ , 2011 CouncHmember, District 4 SELECTED ADNIINISTRATIVE STAFF Name Position George C. Campbell City Manager Howard Martin Assistant City Manager Jon Fortune Assistant City Manager Fred Greene Assistant City Manager Bryan Langley Director of Finance Jennifer K. Walters Citv Secretarv Anita Burgess City Attomev CONSULTANTS AND ADVISORS Auditors Weaver, LLP Dallas, Texas Bond Counsel McCall, Parkhurst & Horton L.L.P. Dallas, Texas Financial Advisor First Southwest Company Fort Worth, Texas 8 OFFICIAL STATEMENT RELATING TO CITY OF DENTON, TEXAS $4,115,000 $61,085,000 CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS GENERAL OBLIGATION BONDS, SERIES 2010 CERTIFICATES OF OBLIGATION, SERIES 2010 INTRODUCTION This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of $4,115,000 Citv of Denton, Texas, General Obligation Bonds, Series 2010 (the "Bonds") and $61,085,000* City of Denton, Texas, Certificates of Obligation, Series 2010 (the "Certificates"). The Bonds and the Certificates (collectively the "Obligations") are separate and distinct securities offerings being authorized for issuance under separate ordinances (the "Bond Ordinance" and the "Certificate Ordinance", respectively, and collectively the "Ordinances") to be adopted by the City Council of the City, but are being offered and sold pursuant to a common Official Statement, and while the Bonds and Certificates share certain cormmon attributes, each issue is separate and apart from the other and should be reviewed and analyzed independently, including the kind and type of obligation being issued, its terms of payment, the security for its payment, the rights of the holders , the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and the covenants and agreements made with respect thereto. Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the Ordinances to be adopted on the date of sale of the Obligations, except as otherwise indicated herein. There follows in this Official Statement descriptions of the Obligations and certain information regarding the City and its finances. All descriptions of documents contained herein are only surmmaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the Citv_ 's Financial Advisor, First Southwest Company, Dallas, Texas. DESCRIPTION OF TITE CITY The Citv of Denton, Texas (the "City") is a political subdivision located in Denton County operating as a home-rule city under the laws of the State of Texas and a charter approved by the voters in 1959. The City operates under the Council/Manager form of government where the Mav_ or and six Councihnembers are elected for staggered two-year terms. The City Council formulates operating policy for the City while the City Manager is the chief administrative officer. The Citv is approximately 101.15 square miles in area. * Prelirninaiv_ , subject to change. THE OBLIGATIONS DESCRIPTION OF TITE OBLIGATIONS The Obligations are dated June 15, 2010 (the "Dated Date"), and mature on Februaiv 15 in each of the vears and in the amounts shown on the cover page and page 3 hereof. Interest will accrue from the Dated Date, will be computed on the basis of a 360-dav vear of twelve 30-dav months, and will be payable on August 15 and Februaiv 15 of each year, cormmencing February 15, 2011, until maturity or prior redemption. The definitive Obligations will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Obligations will be payable by the Paving Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations. See "The Obligations - Book-EntRv-Only System" herein. AUTHORITY FOR ISSUANCE The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter 1331, Texas Government Code, as amended, and the Bond Ordinance. The Certificates are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as amended, and the Certificate Ordinance. PITRPOSE Proceeds of the Bonds, are expected to be used for (i) for various street improvements, and park land acquisitions and improvements, and (ii) paying the costs associated with the issuance of the Bonds. Proceeds from the sale of the Certificates will be used for (a) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's waterworks and sewer system, (b) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the City's electric light and power system; (c) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements the City's solid waste disposal system: (d) renovations to, and equipping of, existing municipal buildings, including Main City Hall; (e) acquisition of vehicles 9 and equipment for the City's motor pool; and (f) paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said Certificates of Obligation. SECURITY AND SOURCE OF PAYMENT The Bonds The Bonds constitute direct and voted obligations of the City and the principal thereof and interest thereon are payable from an annual ad valorem tax levied bv_ the City, within the limits prescribed bv_ law, upon all taxable property in the City, as provided in the Bond Ordinance. The Certificates The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (consisting of the electric system and the waterworks and sewer svstem). TAx RATE LIMITATION All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt, including the Obligations, within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the Citv, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the Citv adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attornev General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all general obligation debt, based on 90% tax collection factor. OPTIONAL REDEMPTION The City reserves the right, at its option, to redeem the Obligations having stated maturities on and after Febiuaiv 15, 2021 in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2020 or anv date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds or Certificates are to be redeemed, the City may select the maturities of Bonds or Certificates, as the case may be, to be redeemed. If less than all the Bonds or Certificates of anv maturity are to be redeemed, the Paying Agent/Registrar (or DTC while the Bonds or Certificates, as the case may be, are in Book-Entry-Only form) shall determine by lot the Bonds or Certificates, or portions thereof, within such maturity to be redeemed. If a Bond or Certificate (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Bond or Certificate (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. With respect to any optional redemption of the Bonds or Certificates, as the case may be, unless certain prerequisites to such redemption required by the respective Ordinance have been met and money sufficient to pay the principal of and premium, if anv, and interest on the Bonds or Certificates, as the case may be, to be redeemed will have been received by the Paving Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said redemption will, at the option of the Citv, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the City will not redeem such Bonds or Certificates, as the case may be, and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that the Bonds or Certificates, as the case may be, have not been redeemed. NOTICE OF REDEMPTION Not less than 30 days prior to a redemption date for the Obligations, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Obligations to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the business dav_ next preceding the date of mailing such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. IF AN OBLIGATION (OR ANY PORTION OF ITS PRINCIPAL SUM) SHALL HAVE BEEN DULY CALLED FOR REDEMPTION AND NOTICE OF SUCH REDEMPTION DULY GIVEN, THEN UPON THE REDEMPTION DATE SUCH OBLIGATION (OR THE PORTION OF ITS PRINCIPAL SUM TO BE REDEEMED) SHALL BECOME DUE AND PAYABLE, AND, IF MONIES FOR THE PAYMENT OF THE REDEMPTION PRICE ARE HELD FOR THE PURPOSE OF SUCH PAYMENT BY THE PAYING AGENT/REGISTRAR AND ALL OTHER CONDITIONS TO REDEMPTION ARE SATISFIED, INTEREST SHALL CEASE TO ACCRUE AND BE PAYABLE FROM AND AFTER THE REDEMPTION DATE ON THE PRINCIPAL AMOT TNT REDEEMED. DEFE SANCE The Ordinances provide that any Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Obligation") within the meaning of such Ordinance when payment of the principal of such Obligation, plus interest thereon to the due date either (i) shall have been made or caused to be made in accordance with the terns thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such 10 payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such tunes as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Obligations shall have become due and payable. At such time as an Obligation shall be deemed to be a Defeased Obligation hereunder, as aforesaid, such Obligation and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in the Ordinance, and such principal and interest shall be payable solely from such monev or Government Obligations. Am- moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and tunes as herembefore set forth, and all income from such Government Obligations received by the Paving Agent/Registrar which is not required for the payment of the Obligations and interest thereon, with respect to which such monev has been so deposited, shall be turned over to the City, or deposited as directed in writing to the City. The Ordinances provide that "Government Obligations" means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. Upon such deposit as described above, such defeased Obligations shall no longer be regarded to be outstanding obligations payable from ad valorem taxes levied by the City or from the other revenues pledge to their payment in the Ordinances, but will be payable only from the funds and Government obligations deposited in escrow and will not be considered debt of the City for any purpose. After firm banking and financial arrangements for the discharge and final payment or redemption of the Obligations have been made as described above, all rights of the City to initiate proceedings to call the Obligations for redemption or take any other action amending the terms of the Obligations are extinguished, provided, however, that the right to call the Obligations for redemption is not extinguished if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Obligations for redemption; (ii) gives notice of the reservation of that right to the owners of the Obligations immediately following the making of the firm banking and financial arrangements, (iii) directs that notice of the reservation be included in any redemption notices that it authorize, and (iv) at the time of the redemption, satisfies the conditions of the second preceding paragraph with respect to such Obligations as though it was being defeased at the time of the exercise of the option to redeem the Obligations, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the Obligations. Booi, -ENTRY-ONLY SYSTEM This section describes how ownership of the Obligations is to be transferred and how the prineipal of, premium, if any, and interest on the Obligations are to be paid to and accredited by DTC while the Obligations are registered in its nominee name. The information in this section concerning DTC and the Book Entfy-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City believes the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Obligations, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Obligations), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current nrles applicable to DTC are on file with the Securities and Exchange Commission, and the currentprocedures ofDTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Obligations. The Obligations will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered security certificate will be issued for the Obligations in the aggregate principal amount thereof and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Cormmercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-US. equity, corporate and municipal debt issues, and money market instrument from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-Trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entiv transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-US. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation (NSCC, FICC and EMCC, also 11 subsidiaries of DTCC) as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC svstem is also available to others such as both U.S. and non-US. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Cormnission. More information about DTC can be found at www.dtcc.com and www.dtc.ore. Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC's records. The ownership interest of each actual purchaser of each Obligation ('Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership interest in the Obligations are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Obligations, except in the event that use of the book-entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC's records reflect only the identity of the Direct Participant to whose account such Obligations are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Convevance of notices and other cormmunications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligation documents. For example, Beneficial Owners of Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Obligations within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Obligations will be made to DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar on payable dates in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customaiv practices, as in the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the City and the Paying Agent/Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Obligation certificates are required to be printed and delivered. The Citv may decide to discontinue use of the svstem of book-entry transfers through DTC (or a successor securities depository). In that event, Obligations will be printed and delivered. Use of Certain Terms in Other Sections of this Offieial Statement. In reading this Official Statement it should be understood that while the Obligations are in the Book-Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Obligations, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners under the Ordinances will be given only to DTC. 12 Information concerning DTC and the Book-Entiv-Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation bv_ the City, the Financial Advisor or the Initial Purchaser. Effect of Termination of Book-Entry-Only System In the event that the Book-Entrv-Only Svstem is discontinued by DTC or the use of the Book-Entiv-Only Svstem is discontinued by the City, printed Obligations will be issued to the holders and the Obligations will be subject to transfer, exchange and registration provisions as set forth in the Ordinances and surmmarized under "The Obligations - Transfer, Exchange and Registration" below. PAYING AGENT/REGISTRAR The initial Paying Agent/Registrar for the Bonds and the Certificates is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Ordinances, the City retains the right to replace the Paying Agent/Registrar. The Citv covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds and Certificates are duly paid and anv successor Paying Agent/Registrar shall be a cormmercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Bonds and Certificates. Upon any change in the Paying Agent/Registrar for the Bonds and Certificates, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds and Certificates, as applicable, by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of the Bonds and Certificates is payable to the registered holder appearing on the registration books of the Paying Agent/Registrar (the "Registered Owner") at the designated corporate trust office of the Paying Agent/Registrar upon surrender of the Bonds and Certificates for payment. Interest on the Bonds and Certificates is payable to the Register Owners appearing on the registration books of the Paying Agent/Registrar at the close of business on the Record Date (identified below) and such interest shall be paid by the Paying Agent/Registrar by check mailed, first class postage prepaid, to the Register Owner or by such other arrangement, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the Registered Owner. If the date for the payment of the principal of or interest on the Bonds and Certificates shall be a Saturdav, Sundav, a legal holiday, or a day when banking institutions in the city where the designated corporate office of the Paying Agent/Registrar is located is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturdav, Sunday, legal hohdav, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. TRANSFER, E%CHANGE AND REGISTRATION In the event the Book-Entry-Only Svstem should be discontinued, printed Obligations will be delivered to the Registered Owners and thereafter the Obligations may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender of such printed Obligations to the Paying Agent/Registrar and such transfer or exchange shall be without expense or service charge to the Registered Owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Obligations may be assigned by the execution of an assignment form on the Obligations or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Obligations will be delivered by the Paying Agent/Registrar, in lieu of the Obligations being transferred or exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new Registered Owner or his designee. To the extent possible, new Obligations issued in an exchange or transfer of Obligations will be delivered to the Registered Owner or assignee of the Registered Owner in not more than three business days after the receipt of the Obligations to be canceled, and the written instrument of transfer or request for exchange duly executed by the Registered Owner or his duly authorized agent, in form satisfactoiv to the Paying Agent/Registrar. New Obligations registered and delivered in an exchange or transfer shall be in an-, integral multiple of $5,000 for anv one maturitv and for a like aggregate principal amount as the Obligations surrendered for exchange or transfer. See "The Obligations-Book-Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Obligations. Neither the City nor the Paving Agent/Registrar shall be required to transfer or exchange an-, Certificate called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the uncalled balance of a Certificate or Bond. RECORD DATE FOR INTEREST PAYMENT The record date ("Record Date") for the interest payable on the Bonds and Certificates on an-, interest payment date means the close of business on the last business dav_ of the month next preceding such interest payment date. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond and Certificate appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. 13 AMENDMENTS In each Ordinance, the Citv has reserved the right to amend the Ordinance without the consent of any holder of the respective Obligation for the purpose of amending or supplementing the Ordinance to (i) cure any ambiguity, defect or omission therein that does not materiallv adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of the Ordinance that do not materiallv adversely affect the interests of the holders, (iv) qualify the Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect or (v) make such other provisions in regard to matters or questions arising under the Ordinance that are not inconsistent with the provisions thereof and which, in the opinion of Bond Counsel for the Citv, do not materiallv adversely affect the interests of the holders. Each Ordinance further provides that the holders of the Bonds or Certificates, as applicable, aggregating in principal amount a majority of the outstanding Bonds or Certificates, as the case may be, shall have the right from time to time to approve any amendment not described above to the applicable Ordinance if it is deemed necessaiv or desirable by the Citv; provided, however, that without the consent of 100% of the holders in original principal amount of the then outstanding Bonds or Certificates so affected, no amendment may be made for the purpose of (i) making any change in the maturity of any of the outstanding Bonds or Certificates; (ii) reducing the rate of interest borne by anv of the outstanding Bonds or Certificates; (iii) reducing the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds or Certificates, (iv) modifying the terms of payment of principal or of interest or redemption premium on outstanding Bonds or Certificates, or imposing any condition with respect to such payment; or (v) changing the minimum percentage of the principal amount of the Bonds or Certificates necessaiv for consent to such amendment. Reference is made to the Ordinances for further provisions relating to the amendment thereof. REMEDIES Each Ordinance establishes specific events of default with respect to the respective series of Obligations. If the City defaults in the payment of the principal of or interest on the Bonds or Certificates when due or the City defaults in the observance or performance of any of the covenants, conditions, or obligations of the City, the failure to perform which materiallv, adversely affects the rights of the owners thereof, including but not limited to, their prospect or ability to be repaid in accordance with the respective Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any owner to the City, each Ordinance provides that any registered owner of a respective Obligation is entitled to seek a writ Of mandamus from a court of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, obligations, or conditions. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the respective Obligations or Ordinance and the City's obligations are not uncertain or disputed. The remedv of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Obligations in the event of default and, consequently, the remedv of mandamus may have to be relied upon from year to vear. The Ordinances do not provide for the appointment of a trustee to represent the interest of the owners of the respective Obligations upon any failure of the City to perform in accordance with the terns of the Ordinances, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. The Texas Supreme Court has Iuled in Tooke v. City of Mexia 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign inum mitt' in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages in the absence of City action, owners of Obligations may not be able to bring such a suit against the City for breach of the Obligations or Ordinance covenants. Chapter 1371, Texas Government Code ("Chapter 1371"), which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing its debt, but in connection with the issuance of the Obligations, the City has not waived sovereign mum mitt' is not using the authority to do so as provided by Chapter 1371. Even if ajudgment against the Citv could be obtained, it could not be enforced by direct lew and execution against the City's property. Further, the Registered Owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax hen on taxable property to pay the principal of and interest on the Bonds or the Certificates. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Obligationholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court), and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinions of Bond Counsel will note that all opinions relative to the enforceability of the Obligations are qualified with respect to the customaiv rights of debtors relative to their creditors and by general principles of equity which permit the exercise of judicial discretion. Initially, the only Registered Owner of the Bonds and Certificates will be The Depository Trust Company. See "The Obligations - Book-Entrv-Only Svstem" herein for a description of the duties of DTC with regard to ownership of the Bonds and Certificates. 14 TAX INFORMATION AD VALOREM TAx Lxw The appraisal of property within the City is the responsibility of the Denton Central Appraisal District (the "Appraisal District"). Excluding agricultural and open-space land, which may be taxed on the basis of productive capacity, the Appraisal District is required under V.T.C.A., Title I, Tax Code, as amended (the "Property Tax Code") to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining market value of property, different methods of appraisal may be used, including the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and the method considered most appropriate by the chief appraiser is to be used. State law further limits the appraised value of a residence homestead for a tax year to an amount that would not exceed the lesser of (1) the market value of the property for the most recent tax year that the market value was determined by the appraisal office or (2) the sum of (a) 10% of the property's appraised value in the preceding tax year, plus (b) the property's appraised value in the preceding tax year, plus (c) the market value of all new improvements to the property. The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of sixteen members appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District at least every three vears. The City may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review Board. Reference is made to the Property Tax Code, for identification of property subject to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes. Article VIII of the State Constitution ("Article VIII") and State law provide for certain exemptions from property taxes, the valuation of agricultural and open-space lands at productivity value, and the exemption of certain personal property from ad valorem taxation. Under Section 1-b, Article VIII, and State law, the governing body of a political subdivision, at its option, may grant an exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older and the disabled from all ad valorem taxes thereafter levied by the political subdivision. Once authorized, such exemption may be repealed or decreased or increased in amount (i) by the governing body of the political subdivision or (ii) by a favorable vote of a majority of the qualified voters at an election called by the governing body of the political subdivision, which election must be called upon receipt of a petition signed by at least 20% of the number of qualified voters who voted in the preceding election of the political subdivision. In the case of a decrease, the amount of the exemption may not be reduced to less than $3,000 of the market value. The surviving spouse of an individual who qualifies for the foregoing exemption for the residence homestead of a person 65 or older (but not the disabled) is entitled to an exemption for the same property in an amount equal to that of the exemption for which the deceased spouse qualified if (i) the deceased spouse died in a year in which the deceased spouse qualified for the exemption, (ii) the surviving spouse was at least 55 years of age at the time of the death of the individual's spouse and (iii) the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse. In addition to anv other exemptions provided by the Property Tax Code, the governing body of a political subdivision, at its option, may grant an exemption of up to 20% of the market value of residence homesteads, with a minimum exemption of $5,000. In the case of residence homestead exemptions granted under Section 1-b, Article VIII, ad valorem taxes may continue to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt if cessation of the levy would impair the obligation of the contract by which the debt was created. Under Article VIII and State law, the governing body of a county, municipality or junior college district may provide for a freeze on total amount of ad valorem taxes levied on the residence homestead of a disabled person or persons 65 years of age or older above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon receipt of a petition signed by five percent of the registered voters of the counter, municipality or junior college district, an election must be held to determine by majority vote whether to establish such a limitation on taxes paid on residence homesteads of persons 65 years of age or who are disabled. Upon providing for such exemption, the total amount of taxes imposed on such homestead cannot be increased except for improvements (other than maintenance, repairs or improvements required to comply with governmental requirements) and such freeze is transferable to a different residence homestead. Also, a surviving spouse of a taxpayer who qualifies for the freeze on ad valorem taxes is entitled to the same exemption so long as the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse and the spouse was at least 55 years of age at the time of the death of the individual's spouse. Once established such freeze cannot be repealed or rescinded. State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption applies to either real or personal property with the amount of assessed valuation exempted ranging from $5,000 to a maximum of $12,000, dependent upon the degree of disability or whether the exemption is applicable to a surviving spouse or children; provided, however, that beginning in the 2009 tax year, a disabled veteran who receives from the from the United States Department of Veterans Affairs or its successor 100 percent disability compensation due to a seivice-connected disability and a rating of 100 percent disabled or of individual unemplovability is entitled to an exemption from taxation of the total appraised value of the veteran's residence homestead. 15 Article VIII provides that eligible owners of both agricultural land (Section 1-d) and open-space land (Section 1-d-1), including open-space land devoted to farm or ranch purposes or open-space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both Section 1-d and 1-d-1. Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem taxation. Article VIII, Section I -J, provides for "freeport property" to be exempted from ad valorem taxation. Freeport property is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. Notwithstanding such exemption, counties, school districts, junior college districts and cities may tax such tangible personal property provided official action to tax the same was taken before April 1, 1990. Decisions to continue to tax may be reversed in the future; decisions to exempt Feeport property are not subject to reversal. Article VIII, Section 1-n of the Texas Constitution provides for the exemption from taxation of "goods-in-transit." "Goods-in- transit" is defined by Section 11.253 of the Property Tax Code, which is effective for tax years 2008 and thereafter, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out-board motor, heavy equipment and manufactured housing inventory. Section 11.253 permits local governmental entities, on a local option basis, to take official action bv_ Januaiv 1 of the year preceding a tax year, after holding a public hearing, to tax "goods-in-transit" during the following tax year. A taxpayer may only receive either the freeport exemption or the "goods-in-transit" exemption for items of personal property. The Citv or Denton County mav create one or more tax increment financing districts ("TIF") within the Citv or Denton County, as applicable, and freeze the taxable values of property in the TIE at the value at the time of its creation. Other overlapping taxing units levying taxes in the TIF may agree to contribute all or part of future ad valorem taxes levied and collected against the value of property in the TIE in excess of the "frozen values" to pay or finance the costs of certain public improvements in the TIF. Taxes levied by the City against the values of real property in the TIE in excess of the "frozen" value are not available for general city use but are restricted to paying or financing "project costs" within the TIF. The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. The Citv is also authorized, pursuant to Chapter 380, Texas Local Government Code, as amended ("Chapter 380"), to establish programs to promote state or local economic development and to stimulate business and cormmercial activity in the City. In accordance with a program established pursuant to Chapter 380, the City may make loans or grants of public funds for economic development purposes, however no obligations secured bv_ ad valorem taxes mav be issued for such purposes unless approved by voters of the Citv. EFFECTIVE TAx RATE AND ROLLBACK TAx RATE Under the current Property Tax Code a governing body of a taxing unit is required to adopt its annual tax rate per $100 taxable value for the unit before the later of September 30 or the 60th day after the date the certified appraisal roll is received by the taxing unit, and a failure to adopt a tax rate by such required date will result in the tax rate for the taxing unit for the tax year to be the lower of the effective tax rate calculated for that tax vear or the tax rate adopted by the taxing unit for the preceding tax year. By each September 1 or as soon thereafter as practicable, the City Council adopts a tax rate per $100 taxable value for the current year. The tax rate consists of two components: (1) a rate for funding of maintenance and operation expenditures, and (2) a rate for debt service. Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and "rollback tax rate". The Citv Council mav not adopt a tax rate that exceeds the lower of the effective tax rate or the rollback tax rate until it has held two public hearings on the proposed increase following notice to the taxpayers and otherwise complied with the Property Tax Code. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate. "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last v_ ear's taxes and new values are not included in this vear's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax lew (adjusted) from this vear's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters to authorize an additional one-half cent sales tax on retail sales of taxable items. If the additional tax is levied, the effective tax rate and the rollback tax rate calculations are required to be offset by the revenue that will be generated by the sales tax in the current year. Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. 16 PROPERTY ASSESSMENT AND TAx PAYMENT Property within the City is generally assessed as of Januarv I of each year. Business inventory may, at the option of the taxpayer, be assessed as of September 1. Oil and gas reserves are assessed on the basis of a valuation process which uses an average of the daily price of oil and gas for the prior year. Taxes become due October 1 of the same vear, and become delinquent on Februaiv 1 of the following year. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four installments with the first due on Februaiv_ 1 of each year and the final installment due on August 1. PENALTIES AND INTEREST Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows: Cumulative Cumulative Month Penaltv Interest Total February 6% 1 % 7% March 7 2 9 April 8 3 11 May 9 4 13 June 10 5 15 July 12 6 18 After July, penalty remains at 12%, and interest accrues at a rate of one percent (1%) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether ajudgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's hen may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents hens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post-petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAx CODE The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $30,000 and those who are disabled of $10,000. The City grants an additional one-half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The Citv does not tax nonbusiness personal property. Denton Countv began collecting taxes for the City during the fiscal year 2006-07. The Citv does not allow split payments, and discounts are not allowed. The Citv does not tax freeport property. The Citv collects the additional one-half cent sales tax for reduction of ad valorem taxes. The City does tax "goods-in-transit". The City has not adopted the tax freeze for citizens who are disabled or are 65 years of age or older. The City has approved an increase in the Over-65 exemption in $5,000 increments from $30,000 to $50,000 over the next four years. The City has adopted a tax abatement policy. The City does not participate in any tax increment financing zones. TAx ABATEMENT POLICY The City has adopted a tax abatement policy. In 1990, the City council adopted a resolution setting guidelines and criteria for granting abatements in reinvestment zones created within the City. These guidelines specifically note that incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The City Council approved the following tax abatement agreements: 17 • In 2001, a 100% tax abatement for a tern of ten years was granted to Peterbilt Motors on the incremental value relating to the expansion of their division headquarters. The project was completed and the abatement will expire in 2011. • In 2003, a 35% tax abatement for a tern of five years was granted to Flowers Baking Company on the incremental value relating to the expansion and renovation of a vacant facility in Denton. The project was completed and the three- phase project abatement will expire in 2011. • In 2004, a 35% tax abatement for a tern of five years was granted to Fastenal Company for their 200,000 square foot, $5 million distribution center. The project was delayed but completed in 2008 at an estimated valuation of $15 million. The agreement will terminate in 2013. • In 2007, a 100% tax abatement for a tern of up to seven years was granted to Aldi Foods for their 500,000 square foot $52 million distribution center. The abatement amount is based on the cost incurred bv_ Aldi to construct a road to their site. The project was completed in 2009 and the agreement will terminate in 2016. CHAPTER 380 AGREEMENTS The City has also entered into Chapter 380 agreements. Each agreement is based on the project's contribution in either sales or property tax revenue. The City Council approved the following Chapter 380 agreements: • In 2001, an agreement was approved for the 450,000 square foot, $50 million Denton Crossing retail center. The grantee receives one-third of the sales tax generated by the project for a maximum of fifteen vears as reimbursement for public improvement costs related to the project. The project was completed and the Chapter 380 Grant was initiated in 2004. The agreement will terminate in 2018. • In 2003, an agreement was approved for Sally Beauty Company for their new international headquarters valued at over $29 million. The company receives a grant equal to 40% of the property tax paid on the new facility and equipment for a period of ten years. The agreement will terminate in 2014. • In 2004, an agreement was approved for Teasley Partners for an urban style mixed-use development. The grantee may receive one-third of the sales tax generated by the project for a maximum of fifteen vears as reimbursement for public improvement costs related to the project. The project has not been completed. Although a new hotel and some residential units have been completed, no qualifying retail has been constructed. • In 2004, an agreement was approved for Windjammer Ltd for Unicorn Lake, an urban style mixed-use development. The grantee will receive one-third of the sales tax generated by the project for a maximum of fifteen vears as reimbursement for public improvement costs related to the project. Although the project is still under development, the grantee has satisfied the thresholds established in the agreement. The grant payments were initiated in December 2009. The agreement will terminate in 2023. • In 2007, an agreement was approved for Allegiance Hillview for the Ravzor Ranch mixed-use development. The 400 acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a varying rate of sales tax reimbursement based on public improvement costs, which include the widening of a state highway that bisects the project. The grantee will receive a maximum of $20 million over a 15 year term for phase one and a maximum of $42 million over a tern of 20 vears for phase two. Phase one is under construction with major big box retail planned for completion in late 2011 or early 2012. • In 2008, an agreement was approved for the expansion of Josten's. The grant is based on 75% of the new property tax revenue generated bv_ the expansion for a tern of seven v_ ears. The project was completed and the agreement will terminate in 2015. ANNEXATION PLANS On May 4, 2010, the City annexed 15 areas totaling approximately 7,480 acres. An additional 3 areas, totaling approximately 1,609 acres have been placed in a three year annexation plan and may be annexed after three years. The cost to provide services to the areas as well as any revenues generated from the areas will also occur immediately with regard to some services and in phases over a three to five year period in regard to other services. It is estimated that a total of 2,136 residents will be added to the City's population. State law requires the City to prepare a service plan that provides for full municipal services (defined to mean services provided by the Citv within its full-purpose boundaries, including water and wastewater service otherwise provided to similar areas in the City but excluding gas or electrical service) to the annexed areas. The City may provide the services utilizing any of the methods by which it extends services to other areas of the Citv. The Citv currently estimates that if all 18 areas are annexed, the total aggregate net cost of the annexation (costs of services to the annexed areas minus additional ad valorem taxes, sales taxes and other revenues generated from the annexed areas) to the City will be approximately_ $2,014,000 after five years and approximately $2,625,000 after ten years. The estimate makes a number of assumptions regarding expenditures and revenues over the next few years. The overriding assumption for the analysis is that the fundamental development of the proposed annexation areas will not change. In other words, the annexation cost estimate does not assume that anv major developments will take place in the proposed annexation area. This assumption is being made for the cost estimate since additional developments are merely a matter of speculation at this time. The use of this assumption, however, should not be interpreted to mean that the area is not expected to develop over time. 18 TABLE I - VALtTATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT 2009/10 Market Valuation Established b-,- Denton Central Appraisal District $7,099,231,878 Less Exemptions/Reductions at 1000 o Market Value: Residence Homestead Exemptions $ 83,711,284 Over 65 Exemptions 138,378,400 Disabled Persons Exemptions 2,836,433 Disabled Veterans Exemptions 11,690,168 Agricultural I and Use Productivity 290,391,229 Historical Other Exemptions 4,988,771 Freeport Exemptions 192,952,696 Abatement Exemptions 9,702,511 Prorated Exempt Property 428,934 Pollution Exemptions 31,297,815 Homestead Cap Adjustment 4,944,615 771,322,856 2009/10 Taxable Assessed Valuation (as of 7-18-09) $ 6,327,909,022 City Funded Debt Pavable from Ad Valorem Taxes General Obligation Bonds (asof4-1-10) $ 76,300,000 Certificates of Obligation (as of 4-1-10) 53,425,000 Tax and Utility System Bonds (as of 4-1-10) 58,820,000 The Certificates('") 61,085,000 The Bonds 4,115,000 Funded Debt Pavable from Ad Valorem Taxes $ 253,745,000 Less Self-Supporting General Obligation Debt (3) Solid Waste System General Obligation Debt $ 21,847,400 (4) Drainage System General Obligation Debt 2,750,000 Utilitv S\-stem General Obligation Debt 108,705,000 (4) 133,302,400 Net Tax Supported Debt Payable from Ad Valorem Taxes $ 120,442,600 Interest and Sinking Fund as of 4-1-10 (unaudited) $ 3,296,065 Ratio Total Funded Debt to Taxable Assessed Valuation 4.010o Ratio Net Funded Debt to Taxable Assessed Valuation 1.9000 2010 Estimated Population - 121,374 Per Capita Taxable Assessed Valuation - $52,136 Per Capita Total Funded Debt - $2,091 Per Capita Net Funded Debt - $992 (1) The above statement of indebtedness does not include $266,705,000 Utilitv Svstem Revenue Bonds as these bonds are payable solely from the net revenues of the Utility System (the "System"), as defined in the ordinances authorizing such bonds. (2) Preliminarv, subject to change. (3) As a matter of policy, the City provides debt service on its general obligation debt issued to fund improvements to its Utility System, Solid Waste Svstem and Drainage System from surplus revenues of these Systems (see "Table 7 - General Obligation Debt Service Requirements" and "Table 9 - Computation of Self-Supporting Debt"). This policy is subject to change in the future. The City's Utility System is comprised of the City's entire existing electric, light and power system and the existing waterworks and sewer Svstem. The City's Utilitv Svstem General Obligation Debt has been issued to finance improvements to finance or refinance Utility System improvements and contractual obligations and is being paid, or is expected to be paid, from Utility System revenues. The Citv has $266,705,000 Utilitv Svstem Revenue Bonds outstanding payable from a pledge of Utilty System revenues. The Citv's Solid Waste Svstem General Obligation Debt has been issued to finance or refinance Solid Waste System improvements and is being paid, or is expected to be paid, from Solid Waste System revenues. The City has no outstanding Solid Waste Svstem Revenue Bonds. The City's Drainage System General Obligation Debt has been issued to finance or refinance Drainage System improvements and is being paid, or is expected to be paid, from Drainage System revenues. The City has no outstanding Drainage System Revenue Bonds. (4) Includes a portion of the Certificates. Preliminarv, Subject to change. 19 TABLE 2 - TAXABLE ASSESSED VALtTATIONS BY CATEGORY Taxable Appraised Value for Fiscal Year Ended September 30, 2010 2009 2008 °'o of °'o of °'o of Category Amount Total Amount Total Amount Total Real, Residential, Single Family $ 3,475,374,687 48.95°0 $3,397,880,407 48.63°0 $3,192,783,727 48.35°0 Real, Residential, Multi-Family 688,298,068 9.70°0 638,906,357 9.14% 552,635,146 8.37°0 Real, VacantLots/Tracts 162,282,464 2.29°0 160,766,209 2.30% 135,800,628 2.06°0 Real, Acreage (Land Only) 356,896,058 5.03°0 330,913,400 4.74% 330,570,774 5.01°0 Real, Farm and Ranch Improvements 33,242,494 0.47°0 32,526,580 0.47% 51,987,396 0.79°0 Real, Commercial and Industrial 1,392,817,179 19.62°0 1,416,914,699 20.28% 1,326,705,553 20.09°0 Real, Oil, Gas, and Other Mineral Reserves 68,616,710 0.97°0 51,531,540 0.74% 46,500,010 0.70°0 Real and Tangible Personal, Utilities 79,577,104 1.12°0 84,395,222 1.21°0 68,372,262 1.04°0 Tangible Personal, Commercial and Industrial 749,892,931 10.56°0 778,403,096 11.14% 785,231,437 11.89°0 Tangible Personal, Other 17,779,752 0.25°0 20,656,852 0.30% 19,919,543 0.30°0 Real and Special Property, Inventory 74,454,431 1.05°0 74,539,998 1.07% 92,889,789 1.41°o Total Appraised Value Before Exemptions $7,099,231,878 100.00°0 $6,987,434,360 100.00% $6,603,396,265 100.00°0 Less: Total Exemptions/ Reductions (771,322,856) (696,075,248) (671,868,100) Supplements - (2) - (2) 157,971,610 Taxable Assessed Value $ 6,327,909,022 $ 6,291,359,112 $ 6,089,499,775 Taxable Appraised Value for Fiscal Year Ended September 30, 2007 2006 °'o of °'o of Category Amount Total Amount Total Real, Residential, Single Family $2,927,902,799 50.15°0 $2,630,845,438 50.72% Real, Residential, Multi-Family_ 454,710,640 7.79% 446,271,900 8.60% Real, VacantLots/Tracts 131,508,053 2.25°0 98,411,369 1.90% Real, Acreage (Land Only) 277,588,810 4.75°0 222,710,266 4.29°0 Real, Farm and Ranch Improvements 29,732,528 0.51°0 23,387,957 0.45% Real, Commercial and Industrial 1,085,722,435 18.60% 1,000,517,019 19.29% Real, Oil, Gas, and Other Mineral Reserves 57,823,640 0.99°0 26,722,880 0.52% Real and Tangible Personal, Utilities 62,085,822 1.06°0 61,453,659 1.18% Tangible Personal, Commercial and Industrial 737,260,202 12.63% 577,041,159 11.12% Tangible Personal, Other 23,654,377 0.41% 26,019,704 0.50% Real Property, Inventory 50,263,276 0.86°0 73,514,372 1.42% Total Appraised Value Before Exemptions $ 5,838,252,582 100.00°0 $ 5,186,895,723 100.00% Less: Total Exemptions/ Reductions (593,625,675) (493,123,258) Supplements 195,927,794 95,604,346 Taxable Assessed Value $ 5,441,228,909 $4,789,376,811 (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2010 the values are as of July 18, 2009. (2) Due to a change in Appraisal District reporting supplements are included in category amounts. 20 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY Net Ratio Net Fiscal Taxable Tax Debt Tax Debt Funded Year Taxable Assessed Outstanding to Taxable Debt Ended Estimated Assessed Valuation at End Assessed Per 9130 Population (1) Valuation (2) Per Capita of Year (4) Valuation Capita 2006 108,381 $4,789,376,811 $44,190 $ 101,054,142 2.11% $ 932 2007 113,800 5,441,228,909 47,814 119,266,729 2.19% 1,048 2008 115,506 6,089,499,775 52,720 129,439,594 2.13% 1,121 2009 118,904 6,291,359,112 52,911 122,835,000 1.95% 1,033 2010 121,374 6,327,909,022 (3) 52,136 120,442,600 (5) 1.90% (5) 992 (5) (1) Source: Citv Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Source: Denton Central Appraisal District as of July 18, 2009. (4) Excludes self-supported general obligation debt. (5) Projected, includes the Bonds and a portion of the Certificates. Preli minarv, subject to change. TABLE 4 - TAx RATE, LEVY AND COLLECTION HISTORY Fiscal Year Distribution Ended Tax General Interest and % Current % Total 9130 Rate Fund Sinking Fund Tax Levy (i) Collections Collections 2006 $ 0.60815 $ 0.42928 $ 0.17887 $ 29,545,033 98.71% 100.22% 2007 0.62652 0.44765 0.17887 34,273,862 99.83% 100.62% 2008 0.66652 0.44765 0.21887 40,816,256 98.87% 101.08% 2009 0.66652 0.44765 0.21887 43,086,123 98.46% 99.18% 2010 0.66652 0.44765 0.21887 42,176,779 98.03% (2) 99.13% (2) (1) Tax lew for the 2010 vear is based on the Certified Value. Prior v_ ears represent adjusted values that include supplements. (2) Collections for part rear only, through April 1, 2010. TABLE 5 - TEN LARGEST TAxPAYERS 2009110 % of Total Taxable Taxable Assessed Assessed Name of Taxpayer Nature of Property Valuation Valuation Columbia Medical Center of Denton Hospital/Professional Building $83,900,462 1.33% Inland Western Denton Crossing Ltd PS Real Estate Development 53,041,520 0.84% Paccar Inc. Diesel Truck Manufacturing 52,109,610 0.82% GTE Southwest Inc. DBA Verizon Telephone Utility 32,549,140 0.51% GEL Ti mberlinks LLCD Residential Multifamily 29,500,000 0.47% Aldi (Texas) LLC Retail Distribution Center 25,554,780 0.40% Denton Education Housing Corp. Residential Multifamily 21,693,000 0.34% SCI Gatewav at Denton Fund 25 LLC Cormnercial Lots/Real, Industrial 20,717,990 0.33% CNL Retirement CRS1 Medical Facilities 19,778,423 0.31% Value Family Properties Mixed Use Development 19,776,368 0.31% $ 358,621,293 5.67% Source: Denton Countv Tax Office. GENERAL OBLIGATION DEBT LIMITATION No general obligation debt limitation is unposed on the City under current State law or the City's Home Rule Charter (see "The Bonds - Tax Rate Limitation" for a description of the limitations on ad valorem tax rates.). 21 TABLE 6 - ESTIMATED OVERLAPPING TAx DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds ("Tax Debt") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the Citv, the Citv has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have issued additional Tax Debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional Tax Debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. 2009/10 Citvs Authorized Taxable 2009/10 Total Estimated Overlapping But Unissued assessed Tax Funded 4% Funded Debt Debts Of Taxing Jurisdiction Value Rate Debt Applicable As of 4-1-10 4-1-10 City of Denton $ 6,327,909,022 $ 0.66652 S 120,442,600 (i) 100.004% $120,442,600 S 6,219,000 (2) Denton Independent School District 8,760,564,622 1.49000 625,388,437 64.64°% 404,251,086 116,749,713 Denton County 53,341,773,091 0.24980 373,090,733 11.964% 44,621,652 470,920,625 Argyle Independent School District 981,880,201 1.41005 56,256,194 7.78°% 4,376,732 - Aubrey Independent School District 526,694,070 1.54000 53,442,142 0.01°% 5,344 Thum Independent School District 693,369,703 1.44000 47,995,303 1.944% 931,109 Pilot Point Independent School District 481,614,548 1.37000 19,269,576 0.064% 11,562 Ponder Independent School District 962,239,171 1.30903 31,695,000 1.124% 354,984 Sanger Independent School District 665,896,197 1.36000 29,067,339 0.114% 31,974 Total Direct and Overlapping Funded Debt $ 575,027,042 Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation 9.094% Per Capita Overlapping Funded Debt $ 4,737.65 (1) Includes the Bonds and a portion of the Certificates, less self-supporting debt. Prelirminaly_ , subject to change. (2) Reflects remaining authorization after the issuance of the Bonds. 22 DEBT INFORMATION ~ -o 0 0 0 0 0 O ' ~U ~ ~ \O M O 00 ' N 0000 C, O a O N C, ,--i h h 01 O oo ' C, h_ N \o 01 't C, m .U. Vl oo Vl oo Vl m N M N 41 h h m M 00 O M ~ ~ \o Vl M h al CO Vl Vl h Vl al ~ O h M \O ~ al ti Vl ' " h h Ni M CO CO \o N --i 01 \o --i \o h 01 01 00 00 't \O N 00 h N h O C, --i CO Vl N CO oo O O \O \O h E~ o N M N N ~n ~n oo M y a1 N M M M aj p v vi v N N o a; oo" oc h" vi v m m bq U O al O O O O 01 M O \O \O O U bA O O ~n ~n CO CO O Mi M C, 01 't C, N 01 M ' N \o N ~ v \O O N O M O O ~ ~ ~ M \O ~ N O ~ h al h h ~o o0 C, o0 C, 01 00 ,--i oo 't N CO N N h N O 01 h C, \o O h CO h 01 M oo m 't 't 't 't 't 't fy N M M M M M N N N N M M ll C1 C1 C1 C1 C1 C1 01 01 01 01 01 01 01 01 01 01 01 01 01 01 01 M M M M M C 69 69 W b~A h ~n 41 CO Vl CO O \O i i i i i i i i i i i N N Vl N 00 N M O O O 7-r ~ ~ ~ O N N ~ M al ~ O ~ N QI N OO VO m l - 00 m Vl Vl Vl C) M M I'D M N M 0 a ~ ~ 6A 69 O ~ O AO 00 Vl N Vl Vl M M M M N N 41 AO 41 h CO 41 41 00 CO h 41 h M --i \o O ~n O O N M .--I N 00 h 00 rl CO C v h CO 4 M n M n ll V h \O N h h O N O V] r3 v N h M ~o ~n O oc N oc N h N 00 M h O N --i m O M Ni 01 O N N 01 C, al 01 C, N \o M M ,--i N O. CO \o ~n vl M M M M al \O \O \O M N N ~ M O Q" 7-r h O_ h O h N O h \O O h O M CO 't 00 4~ CO h CO O al h al h O h O ~ al O al 't CO c ~ \O O ~n ,--i \O ~ ~ ~ ~ O ~ h ~ h O ~ \O h CO h c 't 01 C, l N 't N N l al al N al _ 00 N al al CO O al O h \O ti \O ~ O Q al ~ ~ ti h ~ CO M ti ~ \O \O ,--i \O \O ~ \O al ~ ~ ~ 4-i M 00 l \O N N O al CO l \O vi 00 l vi -t -t C1 N N N N N N N N N ~ ~ ~ ~ ~ ~ \O ~ 4-i C.J M M O O N al AO M M ,--i AO O ~ cz N_ N h O N h h ~n N N CO Vl 41 M N CO CO --I h al h h \O CO al h ,--i O ~ ~ CO al ~ al al al N ~ N ~ y N O C, Cl , M1 N CO O O0 O l1 \O 00 N 00 C, --i CO Vl O --i N O O M \O 01 x 00 n rl t h O N N N ti tw .a ~ M M N --i O 41 CO h \O ~n MN O 41 h M N N N N N N - ,--i ,--i - - - - - M Y ~ CSC ct ~j ~ o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ct t 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 t -ct uu o v v o v v; C, Ao v o v v o v; v; v o o v o m U p N ~n ~n ~n ~n N CO 00 M C, M O CD 00 N CO m m G' N O N M ~ ~n \O h 00 ~n \O 00 01 M ~n h 01 O N N cC a N M M M M N N N N N N N N N M M M M M 't va z an y f U cC 0 M O ~n C, M Ao Ao Vo Ao M v "'a U a1 ~ ~ v oo a1 0o m ~n M ti h CO N N CO d o ~ ~ o CO al ~ AO l O N~ W v oo r v i o r mv o 0 0 o v m a o cz U Y O \O Mi Mi ,--i O 01 00 h \o ~n t M ti O N N N d 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 W O O O O O O O O O O O O O O O O O O O O O ~ y U 'cj ~n O vi O vi vi O O O vi vi vi vi vi vi vi v O O ~ \O.i . O \O CO al al O N M \o O CO C, CD O N N N N N N N N N M ~ a Ff3 Ff3 ~ N N a W O ^ h 01 N \O \O O \O M "o C, O "o m N g- O oc l~ U `I 00 N \O N M N 00 ~n ~n \O O C, \O U Z \O M N N \O C, \O Vl h N h M C1 \O \O ,r~"r 0 4~ N O C) h O ~ \O O 01 00 ~ N CO CO M ,--i al --i --i *'r M O ~n N .--I 41 O N CO m M O h CO M M \O oo m oo Mr-~ Nr- n C~ v a1 v o ~n N O Q oo i" I'0 o n n v v r r a U c7 c es v o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ~ ,y ,y o ~ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 y~ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o Q fyy v; o o v; o o v; v; o v; v; o v; v; o v; v; v; v; o O O O O O "o "o N C, Oo v 00 0 Q. CO CO M V1 \O 41 h Vl N h ~ \O N --i V1 V1 41 M ~ ~ 4~ 4~ ~ ~ ~ ~ N ccc~ddd" N N ' Y t t r a ~ ~ OI o_ N M v ~n ~o oo a, o ~ N M v ~n ~o ~ oo a, o ~ ~ ~ ~ ~ ~ 'O M N N N N N N N N N N M O O O O O O O O O O O O . N N N N N N N N N N NO O O O O O O O O N N N N N N N N N N 23 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION Tax Supported Debt Ser-6ce Requirements, Fiscal Year Ending 9/30%2010 $ 17,985,687 Interest and Sinking Fund Balance as of 9/30,09 $2,414,288 Interest and Sinking Fund Tax Le« 13,849,894 Budgeted Transfers 4,552,038 20,816,220 Estimated Balance, 9/30/10 $ 2,830,533 TABLE 9 - COnIPt?TATION OF SELF-SUPPORTING DEBT Net Revenue from Solid Waste System, Fiscal Year Ended 9-30-09 $ 4,669,981 Less: Solid Waste System Revenue Bond Requirements, 2010 Fiscal Year - Balance Available for Other Purposes $ 4,669,981 Solid Waste S-,-stem General Obligation Bond Requirements, 2010 Fiscal Year * 2,804,180 Balance $ 1,865,801 Net Revenue from Drainage System, Fiscal Year Ended 9-30-09 $ 2,014,346 Less: Drainage System Revenue Bond Requirements, 2010 Fiscal Year - Balance Available for Other Purposes $ 2,014,346 Drainage System General Obligation Bond Requirements, 2010 Fiscal Year 520,057 Balance $ 1,494,289 Net Revenue from Utility System (Electric Svstem and Waterworks and Sewer Sv_ stem), Fiscal Year Ended 9-30-09 $ 49,741,757 Less: Utility Svstem Revenue Bond Requirements, 2010 Fiscal Year 28,202,798 Balance Available for Other Purposes $ 21,538,959 Utility Svstem General Obligation Bond Requirements, 2010 Fiscal Year * - Balance $ 21,538,959 * Preliminaiv, subject to change. TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS Amount Amount Date Amount Heretofore Being Unissued Purpose Authorized Authorized Issued Issued Balance Transportation 25 X2005 $27,700,000 $ 19,955,100 $3,755,000 $ 3,989,900 Parks 2/5%2005 10,700,000 8,110,900 360,000 2,229,100 Buildings 25 2005 4,000,000 4,000,000 - - $42,400,000 $32,066,000 $4,115,000 $ 6,219,000 ANTICIPATED ISSUANCE OF GENERAL OBLIGATION DEBT . . . The City does not anticipate the issuance of additional general obligation debt within the next twelve months. 24 TABLE II - OTHER OBLIGATIONS The City has entered into capital lease agreements. The following is a schedule of future miminum lease payments under these capital leases and the present value of the net minimum lease payments as of September 30, 2009: Year Annual Ending Lease 30-Sep Payment 2010 $ 2,449,826 2011 1,153,251 2012 1,104,907 2013 758,964 2014 758,963 2015-2017 175,490 Total Minimum Lease Pavment $6,401,401 Less: Amount Representing Interest 470,181 Present Value of Minimum Future Lease Pavments $ 5,931,220 PENSION FUND The City provides pension benefits for all of its full-time employees (except firefighters) through the Texas Municipal Retirement System ("TMRS"), a State-wide administered pension plan. Employees may retire at ages 60 and above with five or more vears of service or with twenty vears of service regardless of age, and a member is vested after five v_ ears. The Citv makes annual contributions to the plan equal to the amounts accrued for pension expense. In December 2007, the TMRS Board of Trustees approved changes in the actuarial assumptions and funding methodology for all TMRS plans. These changes resulted in higher required contributions and lower funded ratios, and the changes also caused the Citv's actuarial accrued liability to increase significantly from 2006 to 2007. As of December 31, 2008, the City's unfunded actuarial accrued liability was $72,579,853 and the funded ratio was 62.8%. Beginning in 2009, the City of Denton elected to "phase in" higher contributions to TMRS over a period of eight years in order to recognize the change to a projected unit credit cost method in the 2007 actuarial valuation. By doing so, the City will contribute less than the actuarially determined Annual Required Contribution (ARC), and as such, will need to accrue a net pension obligation of $1,756,341 in FY 2008-09. In subsequent years, this net pension obligation will continue to increase until the full actuarially determined ARC is paid by the City. The phase in period will last eight years from fiscal year 2009 to fiscal year 2016. For more detailed information concerning the TMRS plan as well as the City's historical unfunded actuarial accrued liability for calendar vears 2006-2008, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 49 and Exhibit XII, page 61. DREMEN's RELIEF AND RETIREMENT FIND The City provides pension benefits for firefighters through the Denton Firemen's Relief and Retirement Fund (the "Firemen's Fund"). Firefighters may retire at ages 50 with twenty or more years of service, and a member is vested after ten vears of credited service. As of September 30, 2009, there were (i) 60 retirees and beneficiaries receiving benefits and terminated employees entitled to benefits but not vet receiving them, (ii) 72 current employees who were vested and (iii) 93 employees who were not vested. The City made contributions equal to 12% of member salaries for FY 2007- 08 and 14% for FY 2008-09. Beginning in calendar year 2010, the city will provide contributions into the fund at a rate equal to that of the TMRS plan. As of December 31, 2007 (the most recent biennial actuarial valuation), the plan's unfunded actuarial accrued liability was $11,654,893 and the funded ratio was 77.9%. For more detailed information concerning the Firemen's Fund as well as the Citv's historical unfunded actuarial accrued liability for calendar vears 2004-2006, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 52 and Exhibit XII, page 61. IMPLEMENTATION OF NEw ACCOUNTING STANDARDS GASB released the Statement of General Accounting Standards No. 45 ("GASB 45"), Accounting by Employers for Other Post-Employment Benefits ("OPEB"), in June 2004. The Citv implemented GASB 45, for the fiscal year beginning October 1, 2007. GASB 45 sets forth standards for the measurement, recognition, and display of post-employment benefits, other than pensions, such as health and life insurance for current and future retirees. Those subject to this pronouncement are required to: (i) measure the cost of benefits, and recognize other post- employment benefits expense, on the accrual basis of accounting over the working lifetime of the employees, (ii) provide information about the actuarial liabilities for promised benefits associated with past services and whether, or to what extent, the future costs of those benefits have been funded; and provide information useful in assessing potential demands on the employer's future cash flows. The employer's contributions to OPEB costs that are less than an actuarially determined annual required contribution will result in a net OPEB cost, which under GASB 45 will be required to be recorded as a liability in the employer's financial statements. 25 In 2008, the Citv engaged an actuarial firm to prepare an estimate of the City's GASB 45 liability as of October 1, 2007. The 2008 report provides the City with the City's OPEB requirements assuming the Citv's plan offerings, designs, and cost share approach remain constant. The 2008 report estimates the City's accrued liability at $7.9 million and an actuarial present value of total projected benefits of $16.2 million, which represents the present value of all future benefits to be provided by the City to current and future eligible (and electing) retirees, less future normal costs and any pre-funded amounts held in trust. Using this same information, the City's annual required contribution is approximately $879,000 for fiscal year 2009. The City's GASB 45 liability was discussed at length with the Audit/Finance Cormnittee and the Citv Council. At the conclusion of these discussions, the Citv Council concurred with the staff recommendation to fund the Citv's OPEB costs on a pay-as-you-go basis. The pay-as- you-go approach has been recormmended since 1) this provides the lowest cost approach, 2) the ARC is relatively small in comparison to the City's overall budget, and 3) the pay-as-you-go cost is not forecast to exceed the ARC until approximately_ 2031. A discussion of the New GASB Statements is set forth in the Management Discussion and Analysis and in various notes to the Citv's financial statements in Appendix B, "Excerpts from the Comprehensive Annual Financial Report", Note V.B. THE RE_1L-i1\'DER of THLS P_4CELEFT BL -LyK IYTE:vTLO y_4LLI" 26 FINANCIAL INFORMATION TABLE 12 - CIUNGES IN NET ASSETS Fiscal Year Ended September 30, Revenues: 2009 2008 2007 2006 2005 Program Revenue: Charges for Services $ 14,924,773 $ 13,917,248 $ 13,876,695 $ 13,965,099 $ 11,998,876 Operating Grants and Contributions 2,281,136 3,306,325 2,991,224 3,712,817 2,995,978 Capital Grants and Contributions 3,641,296 7,308,398 5,399,220 5,536,786 7,426,194 General Revenue: Property Tax 43,187,433 41,499,791 34,756,356 30,000,847 26,678,783 Sales Tax 20,466,772 21,440,839 20,653,932 20,343,413 18,998,057 Other Taxes Fees 17,270,857 17,909,903 16,784,901 17,914,704 16,628,912 Miscellaneous 5,741,097 7,501,310 6,831,875 5,859,560 4,218,245 Total Revenue $107,513,364 $112,883,814 $101,294,203 $ 97,333,226 $ 88,945,045 Expenditures: General Goveriunent $ 27,482,131 $ 26,408,949 $ 22,145,804 $ 22,165,661 $ 26,675,799 Public Safety 45,368,783 43,426,526 42,161,674 36,626,635 33,642,445 Public works 15,816,065 15,448,473 14,008, 867 12,485,281 11,986,881 Parks and Recreation 12,755,037 12,927,020 11,564,247 10,497,241 9,912,996 Interest on Long-Term Debt 5,733,268 5,372,868 4,658,128 4,333,428 4,175,466 Total Expenses $ 107,155,284 $103,583,836 $ 94,538,720 $ 86,108,246 $ 86,393,587 Increase in Net Assets before Transfers $ 358,080 $ 9,299,978 $ 6,755,483 $ 11,224,980 $ 2,551,458 Transfers 846,119 323,038 (13,475,571) 895,106 864,493 Increase (Decrease) in Net Assets $ 1,204,199 $ 9,623,016 $ (6,720,088) $ 12,120,086 $ 3,415,951 Pri or Period Adjustment - - - - - Net Assets at Beginning of Year 141,105,566 131,482,550 138,202,638 126,082,552 122,666,601 Net Assets at End of Year (1) $ 142,309,765 $141,105,566 $131,482,550 $138,202,638 $126,082,552 (1) Unrestricted net assets, the part of the net assets that may be used to meet the City's ongoing obligations, were $38,252,078 as of September 30, 2009 (see Appendix B, "Excerpts from the Comprehensive Financial Report", page 11). 27 TABLE 12A - GENERAL RIND REVENI?ES AND EXPENDITURE HISTORY Fiscal Year Ended September 30, Revenues: 2009 2008 2007 2006 2005 Tales $49,769,861 $49,772,244 $ 45,842,915 $ 41,906,626 $37,179,874 Licenses and Permits 1,265,733 1,080,580 1,097,323 1,383,169 1,235,337 Franchise Fee 15,669,981 16,197,042 15,197,943 16,499,994 14,250,484 Fries and Forfeitures 4,691,420 4,969,102 4,468,692 4,639,922 3,959,476 Fees for Service 5,888,390 5,657,673 4,439,570 3,661,522 5,520,074 Interest Revenue 744,122 1,084,097 1,441,299 761,159 621,164 Intergovernmental 718,453 779,158 380,887 541,968 629,259 Miscellaneous 229,599 369,052 529,753 447,200 382,494 Total Revenues $78,977,559 $79,908,948 $73,398,382 $ 69,841,560 $63,778,162 Expenditures: General Government $21,318,437 $18,925,270 $ 16,142,835 $ 16,304,027 $ 18,214,630 Public Safet,T 41,999,464 39,619,707 36,776,654 35,073,613 32,252,497 Public Works 6,738,327 6,553,570 5,561,166 4,950,734 5,228,666 Parks mid Recreation 10,016,114 10,230,800 7,312,078 6,817,078 6,810,881 CapitalOutlav 809,004 854,273 2,409,001 281,258 341,958 Debt Service: Principal Retirement 223,106 202,003 41,301 - - Total Expenditures $ 81,104,452 $76,385,623 $ 68,243,035 $ 63,426,710 $ 62,848,632 Excess(Deficiency) of Revenues Over Expenditures $ (2,126,893) $ 3,523,325 $ 5,155,347 $ 6,414,850 $ 929,530 Other Financing Sources (iJSeS): Capital Leases $ 44,865 $ 69,897 $ 1,108,131 $ - $ - Transfers In 112,022 - 5,278,998 579,878 748,065 Sale of Capital Assets - 193,375 - - - Transfers (Out) (612,532) (968,914) (4,038,781) (1,867,799) (1,365,689) Total Other Financing Sources (Uses) $ (455,645) $ (705,642) $ 2,348,348 $ (1,287,921) $ (617,624) Net Changes in Fund Balances $ (2,582,538) $ 2,817,683 $ 7,503,695 $ 5,126,929 $ 311,906 Fund Balances at Beginning of Year 25,377,493 22,559,810 15,056,115 9,929,186 9,617,280 Fund Balances at End of Year $22,794,955 $25,377,493 $ 22,559,810 $ 15,056,115 $ 9,929,186 28 TABLE 13 - MUNICIPAL SALES TAx HISTORY The City has adopted the Municipal Sales and Use Tax Act, V.T.C.A., Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City: the proceeds are credited to the General Fund and are not pledged to the payment of the Bonds. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. In Januaiv 1994, the voters of the City approved the imposition of an additional one-half of one percent of 1%) for property tax reduction. In September 2003, the voters of the City approved the imposition of an additional one-half of one percent of 1%) for the Denton County Transportation Authority. The implementation of this tax began Januaiv_ 2004, and is allocated directly to the Denton County Transportation Authority. Fiscal Year % of Equivalent of Ended 1 112% Total Ad Valorem Ad Valorem Per 9130 Collected(') Tax Lew Tax Rate Capita 2006 $ 20,343,413 68.86% $ 0.4248 $188 2007 20,653,934 60.26% 0.3796 181 2008 21,440,839 52.53% 0.3521 186 2009 20,466,772 47.50% 0.3253 172 2010 (2) 8,013,945 19.00% 0.1266 66 (1) Source: Citv of Denton Annual Program of Sei vices. (2) Collections through Februaiv 28, 2010. The sales tax breakdown for the Citv is as follows: Property Tax Relief 0.50e Denton County Transportation Authority 0.50c City Sales & Use Tax 1.00c State Sales & Use Tax 6.25e Total 8.25e DN ANCI AL POLICIES Basis of Accounting . . . The accounting policies of the City conform to generally accepted accounting principles of the Governmental Accounting Standards Board and program standards adopted by the Government Finance Officers Association of the United States and Canada. The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Denton for each of the fiscal years ended September 30, 1983 through September 30, 2008. The City's current report will be submitted to GFOA to detennine its eligibility for another Certificate. The Citv has also received the GFOA's award for Distinguished Budget Presentation each year since 1988. The measurement focuses for the Enterprise Funds, Internal Service Funds and Nonexpendable Trust Funds are income detennination and cost of service, respectively. Accordingly, the accrual basis, whereby revenues and expenses are identified in the accounting period in which they are earned and incurred and net income, is utilized for these funds. The modified accrual basis, whereby revenues are recognized when thev become both measurable and available for use during the year and expenditures are recognized when the related fund liability is incurred, is used for all other funds. Budgetaiv Procedures As prescribed by City Charter the City Manager, and within the time period required by law, submits to the City Council a proposed budget for the fiscal year beginning the following October 1. The budget includes proposed expenditures and revenues required to fund the expenditures. Following Council considerations, amendments and refinements, a public hearing is ordered and conducted for the purpose of obtaining taxpayer colmnents. The budget is finally approved and adopted by passage of an ordinance by the City Council prior to the beginning of the fiscal year. The budget is adopted on a basis consistent with generally accepted accounting principles. 29 F' ESTMENTS The Citv invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City's investment policies are subject to change. LEGAL INVESTMENTS Under Texas law, the City is authorized to invest in (1) obligations, including letter of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit and share certificates meeting the requirements of the Texas Public Funds Investment Act (Chapter 2256, Texas Government Code, as amended (the "PFIA")) that are issued by or through an institution that either has its main office or a branch office in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or are invested by the City through a depository institution that has its main office or a branch office in the State of Texas and otherwise meet the requirements of the PFIA, (8) fullv collateralized repurchase agreements that have a defined termination date, are fullv secured by obligations described in clause (1), and are placed through a prirnaiv government securities dealer or a financial institution doing business in the State of Texas, (9) certain bankers' acceptances with the remaining tern of 270 days or less, if the short-tern obligations of the accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationallv recognized credit rating agency, (10) cormmercial paper with a stated maturity of 270 davs or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no-load money market mutual funds registered with and regulated by the Securities and Exchange Cormnission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no-load mutual funds registered with the Securities and Exchange Cormnission that have an average weighted maturity of less than hw years, invest exclusively in obligations described in the this paragraph, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. If specifically authorized in the authorizing document, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAA-m or an equivalent by at least one nationally recognized rating service. The Citv may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a tern up to two years, but the City retains ultimate responsibility as frduciarv of its assets. In order to renew or extend such a contract, the Citv must do so by order, ordinance, or resolution. The City is specificalh prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Political subdivisions such as the Citv are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than "A" or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a thud party designated by the City-, (iii) a loan made under the program is placed through either a prirnaiv government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. hvvESTMENT POLICIES Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, v field, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment and the maximum average dollar-weighted maturity allowed for pooled fund groups. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment. Each Investment Strategy Statement call describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. 30 Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the Citv shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value and the ending value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest Citv funds without express written authority from the City Council. ADDITIONAL PROVISIONS Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution, (3) require any investment officers' with personal business relationships or relatives with ferns seeking to sell securities to the entity to disclose the relationship and file a statement with the Texas Ethics Corm ussion and the City Council, (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the Citv and the business organization that are not authorized by the City's investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City's entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements, (5) perform an annual audit of the management controls on investments and adherence to the City's investment policy, (6) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and reseives and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, vield calculation, and advisory board requirements, and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. TABLE 14- CURRENT INVESTMENTS As of March 31, 2010, the City's investable funds were invested in the following categories: Market Value Book Market Description Percent Value Value U. S. Federal Agency Coupons 39.04% $ 104,983,867 $105,338,380 U. S. Federal Agency Discounts 4.04% 10,890,810 10,888,991 U. S. Federal Agency Callables 6.33% 17,095,771 17,068,817 U. S. Federal Agency Step Up 2.60% 7,000,000 7,004,375 U.S. Treasury Securities 16.57% 44,660,098 44,707,839 Pools 9.90% 26,708,000 26,708,000 Certificates of Deposit (r) 21.53% 58,099,000 58,099,000 100.00% $269,437,546 $269,815,402 (1) CDARS CDs are fully insured by FDIC Insurance. No funds of the Citv are invested in derivative securities, i.e., securities whose rate of return is determined bv_ reference to some other instrument, index or cormnodity. 31 TAX MATTERS OPINIONS The Certificates On the date of initial delivery of the Certificates, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel to the City ("Bond Counsel"), will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof ("Existing Law"), for federal income tax purposes interest on the Certificates (1) will be excludable from the "gross income" of the holders thereof and (2) will not be includable in the owner's alternative minimum taxable income under section 55 of the Internal Revenue Code of 1986 (the "Code"). Except as stated above, Bond Counsel will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Certificates. See Appendix C Forms of Opinions of Bond Counsel. The Bonds On the date of initial delivery of the Bonds, Bond Counsel will render its opinion that, in accordance with Existing Law, for federal income tax purposes, interest on the Bonds (i) will be excludable from the "gross income" of the holders thereof and (ii) will not be includable in the owner's alternative minimum taxable income under section 55 of the Internal Revenue Code of 1986 (the "Code"). Except as stated above, Bond Counsel will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Bonds. See Appendix C Forms of Opinions of Bond Counsel. In rendering each of the foregoing opinions, Bond Counsel will rely upon (a) certain information and representations of the City, including information and representations contained in the City's federal tax certificate with respect to each issue, (b) covenants of the Citv contained in the Bond and the Certificate documents relating to certain matters, including arbitrage and the use of the proceeds of the Bonds and the Certificates, respectively, and the property financed therewith. Failure by the City to observe the aforementioned representations or covenants, could cause the interest on the Bonds or the Certificates to become taxable retroactively to the date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Bonds and the Certificates in order for interest on the Bonds and the Certificates to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Bonds or the Certificates to be included in gross income retroactively to the date of issuance of the Bonds or the Certificates. Each of the foregoing opinions of Bond Counsel are conditioned on compliance by the City with such requirements, and Bond Counsel has not been retained to monitor compliance with these requirements subsequent to the issuance of the Obligations. Each of the foregoing opinions of Bond Counsel represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. None of the aforementioned opinions is a guarantee of a result. Existing Law is subject to change by the Congress and to subsequentjudicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Bonds or the Certificates. A ruling was not sought from the Internal Revenue Service by the City with respect to the Bonds or Certificates or the projects financed with the proceeds of the Bonds, the Certificates or the Refunded Obligations. No assurances can be given as to whether or not the Internal Revenue Service will cormmence an audit of the Bonds or the Certificates, or as to whether the Internal Revenue Service would agree with any of aforementioned opinions of Bond Counsel. If an Internal Revenue Service audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City as the taxpayer and the holders of the Bonds or the Certificates may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. FEDERAL INCOME TAx ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT The initial public offering price to be paid for one or more maturities of the Bonds or the Certificates may be less than the maturity amount thereof or one or more periods for the payment of interest on the Bonds or the Certificates may not be equal to the accrual period or be in excess of one year (the "Original Issue Discount Securities"). In such event, the difference between (i) the "stated redemption price at maturity" of each Original Issue Discount Security, and (ii) the initial offering price to the public of such Original Issue Discount Security would constitute original issue discount. The "stated redemption price at maturity" means the sum of all payments to be made on the Bonds or the Certificates less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under Existing Law, any owner who has purchased such Original Issue Discount Security in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Security equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. 32 In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Security prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Securitv in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Security was held by such initial owner) is includable in gross income. Under Existing Law, the original issue discount on each Original Issue Discount Security is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversaiv dates of the date of the Bonds or Certificates, as applicable, and ratably within each such six-month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Security for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Security. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Securities which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Securities should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Securities and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Securities. COLLATERUL FEDERUL INCOME TAx CONSEQUENCES The following discussion is a surmnaiv of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Bonds and the Certificates. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with accumulated earnings and profits and excessive passive income, foreign corporation subject to the branch profits tax and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax-exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE BONDS OR THE CERTIFICATES BEFORE DETERMINING WHETHER TO PURCHASE THE OBLIGATIONS. Under section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds and the Certificates, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinaiv income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Bonds and the Certificates, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such obligations; although for this purpose, a de rnimmis amount of market discount is ignored. A "market discount bond" is an obligation which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of an obligation issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. STATE, LOCAL AND FOREIGN TAXES Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Bonds and the Certificates under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. 33 CONTINUING DISCLOSURE OF INFORMATION In each of the Ordinances the Citv has made the following agreement for the benefit of the holders and beneficial owners of the respective series of Obligations. The City is required to observe each agreement while it remains obligated to advance funds to pay such Obligations. Under each agreement, the Citv will be obligated to provide certain updated financial information and operating data annually, and the timely notice of specified material events to the Municipal Securities Rulemaking Board ("MSRB"). This information will be available free of charge from the MSRB via the Electronic Municipal Market Access ("EMMA") system atNANANA-.enmia.msrb.ora. ANNUAL REPORTS The City will provide certain updated financial information and operating data to the MSRB annually. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 5 and 7 through 14 and in Appendix B. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2010. The City will provide the updated information to the MSRB. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet Web site or filed with the Securities and Exchange Commission (the "SEC") as permitted by SEC Rule 15c2-12. The updated information will include audited financial statements, if the Citv commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide unaudited financial statements by the required time and audited financial statements when and if such audited financial statements become available. Am- such financial statements will be prepared in accordance with the accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The Citv's current fiscal year end is September 30. Accordingly, it must provide updated information by March 31 in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the change. MATERIAL EVENT NOTICES The City will also provide timely notices of certain events to the MSRB. The City will provide notice of any of the following events with respect to the Obligations, if such event is material to a decision to purchase or sell Obligations: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the Obligations; (7) modifications to rights of holders of the Obligations; (8) Obligation calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Obligations; and (11) rating changes (neither the Obligations nor the Ordinances make any provisions for debt service reserves, credit enhancement or liquidity enhancement). In addition, the City will provide timely notice of any failure by the City to provide information, data, or financial statements in accordance with its agreement described above under "Annual Reports." The City will provide each notice described in this paragraph to the MSRB. AVAILABILITY OF INFORNUTION Effective July_ 1, 2009 (the "ENEMA Effective Date"), the SEC implemented amendments to the Rule which approved the establishment by the MSRB of EMMA, which is now the sole successor to the nationally recognized municipal securities information repositories with respect to filings made in connection with undertakings made under the Rule after the EMMA Effective Date. In connection with its continuing disclosure agreements entered into with respect to the Obligations, the Citv will file all required information and documentation with the MSRB in electronic format in accordance with MSRB guidelines. Access to such filings will be provided, without charge to the general public, by the MSRB. The Citv will continue to make information filings, including material event notices, with the Texas State Information Depository (the "SID") so long as it is required to do so pursuant to the terms of anv_ undertakings made under the Rule prior to the ENEMA Effective Date. The Municipal Advisory Council of Texas (the "MAC") has been designated by the State and approved by the SEC staff as a qualified SID. The address of the MAC is 600 West 8th Street, P.O. Box 2177, Austin, Texas 78768-2177, and its telephone number is 5121476-6947. LIMITATIONS AND AMENDMENTS The City has agreed to update information and to provide notices of material events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Obligations at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Obligations may seek a writ of mandamus to compel the City to comply with its agreement. 34 The City's respective continuing disclosure agreements for the Obligations may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions, as so amended, would have permitted an underwriter to purchase or sell the affected Obligations in the prirmaiv offering of such Obligations in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of the respective Ordinance that authorizes such an amendment) of the affected outstanding Obligations consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized Bond Counsel) determines that such amendment will not materially impair the interest of the registered owners and beneficial owners of such Obligations. The Citv may also amend or repeal the provisions of the continuing disclosure agreements if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling the affected Obligations in the primaiv offering of such Obligations. If the City amends its agreements, it must include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of information and data provided. COMPLIANCE WITH PRIOR UNDERTAKINGS During the last five years, the City has complied in all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. OTHER INFORMATION RATINGS The Obligations and the presently outstanding tax supported debt of the City are rated "Aa2" by Moody's and "AA" by S&P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that thev will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Am- such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Obligations. LITIGATION It is the opinion of the City Attorney and City Staff that there is no pending, or to their knowledge threatened, litigation or other proceeding against the Citv that could have a material adverse financial impact upon the City or its operations. REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE The sale of the Obligations has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Obligations have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds or Certificates been qualified under the securities acts of any jurisdiction. The Citv assumes no responsibility for qualification of the Bonds or Certificates under the securities laws of any jurisdiction in which the Obligations may be sold, assigned, pledged, hypothecated or otherIvise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Obligations shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SEC[?RE P[?BLIC FUNDS IN TEXAS The Obligations. Section 1201.041 of the Public Securitv Procedures Act (Chapter 1201, Texas Government Code) provides that the Obligations are negotiable instruments, investment securities governed by Chapter 8, Texas Business and Cormmerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. In addition, various provisions of the Texas Finance Code provide that, subject to a prudence standard, the Obligations are legal investments for state banks, savings banks, trust companies with at least $1 million of capital, and savings and loan associations. The Certificates. Section 271.051, Texas Local Government Code, provides that the Certificates are legal and authorized investments for banks, savings banks, trust companies, savings and loan associations, insurance companies, fiduciaries, trustees and guardians, and for the sinking funds of municipalities, school districts, and other political subdivisions or public agencies of the State of Texas. The Certificates are eligible to secure deposits of any public funds of the State, municipalities, school districts, and other political subdivisions of the State, and are legal security for those deposits to the extent of their market value. General Considerations. For political subdivisions in Texas that have adopted investment policies and guidelines in accordance with the Public Funds Investment Act (Texas Government Code, Chapter 2256), the Obligations may have to be assigned a 35 rating of at least "A" or its equivalent as to investment quality by a national rating agency before such obligations are eligible investments for sinking funds and other public funds. The City has made no investigation of other laws, rules, regulations, or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Obligations for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Obligations for such purposes. The City has made no review of laws in other states to determine whether the Obligations are legal investments for various institutions in those states. LEGAL OPINIONS AND No-LITIGATION CERTIFICATE The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of each series of the Obligations, including the unqualified approving legal opinions of the Attorney General of Texas approving the Initial Bond and Initial Certificate of each series and to the effect that the Obligations are valid and legally binding obligations of the City, and based upon examination of such transcripts of proceedings, the approving legal opinions of Bond Counsel, to like effect and to the effect that the interest on the Obligations will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "Tax Matters" herein. The customaiv closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Bonds and Certificates or which would affect the provision made for their payment or security, or in any manner questioning the validitv of said Bonds and Certificates will also be furnished. In its capacity as Bond Counsel, McCall, Parkhurst & Horton L.L.P. has reviewed the information describing the Bonds and Certificates in the Official Statement to verify that such description conforms to the provisions of the Bond Ordinance and Certificate Ordinance. In connection with the issuance of the Bonds and Certificates, McCall, Parkhurst & Horton L.L.P. represents only the Citv. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds and Certificates is contingent on the sale and delivery of the Bonds and Certificates. The legal opinion will accompany the Bonds and Certificates deposited with DTC or will be printed on the Bonds and Certificates in the event of the discontinuance of the Book-Entrv-Only Svstem. The various legal opinions to be delivered concurrently with the delivery of the Obligations express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of anv_ legal dispute that may arise from the transaction. AtTTHENTICITI OF FINANCIAL DATA AND OTHER INFORNUTION The financial data and other information contained herein have been obtained from Citv records, audited financial statements, and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the surmnaries of the statutes, documents, and resolutions contained in this Official Statement are made subject to all of the provisions of such statutes, documents, and resolutions. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FINANCIAL ADvi SOR First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Obligations. The Financial Advisor's fee for services rendered with respect to the sale of the Obligations is contingent upon the issuance and delivery of the Obligations. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume anv responsibility for the information, covenants, and representations contained in anv of the legal documents with respect to the federal income tax status of the Obligations, or the possible impact of any present, pending, or future actions taken by any legislative orjudicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. 36 INITIAL PURCHASER OF THE BONDS After requesting competitive bids for the Bonds, the City accepted the bid of (the "Initial Purchaser of the Bonds") to purchase the Bonds at the interest rates shown on the cover page of the Official Statement at a price of par plus a cash premium (if any) of $ The Initial Purchaser of the Bonds can give no assurance that any trading market will be developed for the Bonds after their sale by the Citv to the Initial Purchaser of the Bonds. The Citv has no control over the price at which the Bonds are subsequently sold and the initial vield at which the Bonds will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser of the Bonds. INITIAL PURCHASER OF THE CERTIFICATES After requesting competitive bids for the Certificates, the City accepted the bid of (the "Initial Purchaser of the Certificates") to purchase the Certificates at the interest rates shown on page 3 of the Official Statement at a price of par plus a cash premium (if any) of $ . The Initial Purchaser of the Certificates can give no assurance that any trading market will be developed for the Certificates after their sale by the Citv to the Initial Purchaser of the Certificates. The Citv has no control over the price at which the Certificates are subsequently sold and the initial vield at which the Certificates will be priced and reoffered will be established bv_ and will be the sole responsibility of the Initial Purchaser of the Certificates. The Initial Purchaser of the Bonds and the Initial Purchaser of the Certificates are herein collectively referred to as the "Purchasers". CERTIFICATION OF THE OFFICIAL STATEMENT At the time of payment for and delivery of the Obligations, the City will furnish a certificate, executed by a proper City officer, acting in such officer's official capacity, to the effect that to the best of such officer's knowledge and belief: (a) the descriptions and statements of or pertaining to the Citv contained in the Official Statement, and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of sale of the Obligations, and the acceptance of the best bid therefor, and on the date of the delivery-, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessaiv to make the statements therein, in light of the circumstances under which thev were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources which the Citv believes to be reliable and the Citv has no reason to believe that thev are untrue in anv material respect; and (d) there has been no material adverse change in the financial condition of the Citv since the date of the last audited financial statements of the Citv. The respective Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and anv addenda, supplement, or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Purchasers. FOR vARD-I,OOIING STATEMENTS DISCLAIMER The statements contained in this Official Statement, and in anv other information provided by the City, that are not purely historical, are fortivard-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the Citv on the date hereof, and the Citv assumes no obligation to update any such forward-looking statements. The City's actual results could differ materially from those discussed in such forward-looking statements. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industiv, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are bevond the control of the Citv. Am- of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate. 37 MISCELLANEOUS The Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Purchasers. MARK BURROUGHS Mavor Citv_ of Denton, Texas ATTEST: JENNIFER K. WALTERS Citv Secretai 38 APPENDIX A GENERAL INFORMATION REGARDING THE CITY THIS PAGE LEFT BLANK INTENTIONALLY LOCATION The City of Denton is located in the northern portion of the Dallas/Fort Worth Consolidated Statistical Area (CSMA). The City is a part of the Dallas/Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (38 miles to the southeast) and Fort Worth (36 miles to the southwest). The Citv has excellent access to and from all parts of the area. ECONOMIC Ft rurtE ...The fiscal year 2008-2009 brought exciting news in economic development. Listed below are just a few of the highlights. 114JORE_iL-LOI"E4 &11DL-STRI.4L _-1T-S • Aldi Foods completed construction of their 500,000 square feet distribution center. The company also improved Westcourt Road as part of their project and a condition of their tax abatement. The Denton distribution center will employ approximately 100 and will service more than 25 Aldi grocery stores in the North Texas area. The $50 million project is scheduled to be fully operational Febiuaiv 2010. • Fastenal Company completed its 200,000 square feet distribution center in November 2008. Fastenal is an industrial fastener and supply company. The Denton facility will employ approximately 200 when in full operation and will serve as the company's regional headquarters and training center. The company estimates their investment at $16 million. • Pratt Industries continued construction on their 40,000 square feet Materials Recycling Facility (MRF) at the City's landfill. The project is a partnership program with the City of Denton to provide recycling services to the cormmunity. • Tetra Point Fuels completed phase one construction of their ethanol fuel plant at the City's landfill. The project will locate Tetra Point Fuels adjacent to the future Pratt Industrials recycling facility. Tetra Point Fuels will recycle all containers for their source materials. In addition, the company_ is working with the University of North Texas on a wetlands rehabilitation program. DEd'ELOP_i rEvT _4T DEYTO~ ' 1IT WICIP_4L AzRPORT The arrival of the Denton Municipal Airport's new air traffic control tower in May of 2004 precipitated a reclassification of air space from Class G to Class D during daily operation hours of 8 a.m. and 8 p.m. and increased our corporate jet traffic. • Denton Municipal Airport opened a new $1.2 million terminal and completed realignment of a taxiway providing a secondaiv emergency runway in 2008. The airport's control tower supports corporate jet traffic by providing Class D airspace from 8 a.m. to 8 p.m. daily. In Februaiv 2010, the tower's operating hours are scheduled to expand from 6 a.m. to 10 p.m. daily. In 2009, airport business operators completed a total of $5 million in office, hangar, and maintenance facility construction totaling over 100,000 square feet. A construction grant for $1.2 million (95%, TXDOT and 5%, Citv of Denton) has received approval to construct 2,035 feet of new taxiway that will open up an additional 22 acres for airport master plan development. TXDOT will additionally fund an $8.5 million runway expansion from 6,000 to 7,000 feet in 2010, enhancing existing business fleet operating capacity. Once approved, a pending Foreign Trade Zone application that includes the airport, surrounding businesses and the University of North Texas Discovery Park research facility will leverage additional future airport business investment. RET_4IL lEif°s • Construction of the mixed-use development known as Unicorn Lake continues. The master-planned center incorporates the urban style development of residential over retail along the lake. Construction of the Villas of Tuscan Hills, a 106 lot residential cormmunity that overlooks the lake, is currently undeiivay with luxury homes selling from $400,000- $700,000. Dogwood Estates, an independent living community, the Brick House Gv in, Cinemark, Pour House Grill, Washington Federal Savings and Loan, and Towne Center Bank represent some of the businesses that have located in the development. Cafe China, Beth Marie's Ice Cream, Curves and other retail occupy a new 20,000 square feet retail center. In addition, the Hilton Homewood Suites and several new medical offices opened in 2008-09. A-1 • The Ravzor Ranch Market Place is nearing completion of the construction of Highway 380 in order to complete the road improvements prior to the opening of the retail center. WalMart and Sam's received their building permits and began construction in 2009. Allegiance Hillview Development also began construction of two retail buildings totaling approximately 30,000 square feet on the property. Several restaurants and local banks have also received building permits. • The Ravzor Ranch Towne Center development experienced additional medical related activity. Cook's Children's Hospital purchased a tract at the southern portion of the property and began the development process in 2009 for a treatment facility. Select Medical opened their 52-bed brain trauma and spinal injury hospital. The estimated project value of both the Market Place and Towne Center phases is estimated at $1 billion. • Three new restaurants were built in 2008-09: Red Lobster located near The Olive Garden, On The Border and Texas Roadhouse. Caf6 China, and Caf6 DeLuxe located in the Unicorn Lake development. HE4LTHC4RE Ly DENTO y The medical sector continues to grow in Denton with thirteen medical-related facilities being built with an estimated valuation of $6.3 million. Two new pharmacies, The Prescription Shop and Walgreens, opened in 2008-09 valued at approximately_ $1.8 million. OTHER DEd'ELOP_l1EyTB • LA Fitness completed construction of their 45,000 square feet fitness center. Officelwarehouse activity occurred in three separate business parks, with a total of more than $5 million in estimated valuation. • A surge of hotel activity occurred in 2008-09. Holiday Inn, Candlewood Suites and LaQuinta Inn obtained building permits with combined estimated valuation of $17.8 million. Best Western, Hilton Homewood Suites, and the Courtyard by Marriott opened during the same period with combined estimated valuation of $22.5 million. [The Remainder of This Page Left Blank Intentionally] A-2 INDt?STRI AND Bt?SINESS Major Employers Approximate Number of Employer Description Employees University of North Texas Higher Education 7,949 Denton Independent School District Education 2,600 Denton State School Mental Healthcare 1,533 Pete rbilt-Headquarters and Plant Diesel Trucks 1,450 Denton Countv Government 1,441 Citv of Denton Government 1,319 Texas Woman's University Higher Education 855 Denton Regional Medical Center Hospital Healthcare 850 Presbyterian Hospital of Denton Hospital Healthcare 800 Thermadyne Industries-Victor Equipment/Tweco Welding Equipment 600 Sally Beauty Company International Headquarters Beauty Supply Di stributor 450 Anderson Merchandisers Distribution 450 Progressive Industries MHMR Government-State Agency 302 FEMA (Regional HQ & Call Center) (i) Government-Federal 300 James Wood Auto Park Car Truck Sales Service 280 Senior Care Health and Rehabilitation Center Retirement Rehabilitation 200 Morrison Milling Flour Grain Mill 200 United Copper Industries Copper Wire 196 Denton Rehabilitation and Nursing Center Retirement Rehabilitation 180 Wells Fargo Financial Institution 175 Austin Baker Industries Automotive Air Conditioning Parts 170 Jostens Class Ring Manufacturer 167 Tetra Pack Aseptic Packaging 165 Safety Kleen S}stems Chemical Recycling 164 Sk-yview Living Center of Denton ICE MR Residential Care Facility 150 DeCrane Aerospace Precision Pattern Interiors Jet Interior Manufacturing 150 Russell Newman Ltd Textiles 150 DATCU Financial Institution 150 The Vintage Retirement Nursing Home 140 Mayhill Hospital Hospital Healthcare 130 Lake Forest Good Samaritan Village Retirement Center 130 Denton Good Samaritan Village Retirement Center 126 General Telemarketing International Call Center 120 Denton Publishing Company Newspaper 106 Ben E. Keith Beers Distribution 103 Integrated Alliance, LP Call Center 100 North Texas Hospital Hospital Healthcare 100 Bill Utter Ford Car Truck Sales Service 100 Hulcher Services Railroad Emergency Response 100 Starlite Sign Sign Manufacturer 100 Mayday Manufacturing/Tailwind Technologies Aerospace Machined Parts 100 (1) Up to 1,100 during a disaster relief event. Source: Citv of Denton and Denton Chamber of Corinerce Economic Development Offices. Denton is proud to be home to nearly 41 companies and institutions that employ 100 or more people, several of them representing corporate, regional and international headquarters. Well over 100 companies that produce, manufacture, and distribute goods all over the world call Denton home. More than 4,500 companies choose to do business in Denton. With small, medium, and large businesses operating in a variety of industries, diversity is strength in Denton. Statistics show most of these workers are skilled and receive their training right here in Denton. A-3 ECONOMIC AND POPULATION GAINS Historical population totals from U.S. Census depict Denton's consistent population increases cormmensurate with Denton's steadv economic growth. 1940 Census- 11,192 1950 Census - 21,345 1960 Census - 26,844 1970 Census - 39,874 1980 Census - 49,079 1990 Census - 66,270 2000 Census - 80,537 estimated 2010 Population is 121,374 (i) estimated 2010 Population is 124,746 (2) (1) City of Denton Population Estimate updated March 30,2009 (2) University of North Texas' Center for Economic Development and Research The Citv's ascension toward a top economic position in Texas is attributable to the steady influence of governmental activity that include the annual expansion of the two state-supported universities, and due to several desirable environmental factors. Denton is located in a rich agricultural, oil and gas production region; is part of the Dallas/Fort Worth Metroplex; has proximity to three of Texas' largest reservoirs (Lake Texoma is only 40 miles from Denton): a mild climate; and the influential aspects of social, cultural and educational advantages have prompted professional workers to select Denton as their residence. ECONOMIC RANKING The following data were taken from the U.S. Census Bureau's 2008 American Community Survey. % of Population Whose Age is: 0-19 25.2% 20-34 35.8% 35-54 22.7% 55-64 8.0% 65 and over 8.4% Number of Households 36,711 Citv of Denton Median Household Income $46,424 Citv of Denton Household Income $250,000+ 2.2% $100,000-$199,999 15.0% $50,000-$99,999 29.6% $35,000-$49,000 15.8% $25,000-34,999 11.9% Less than or equal to $24,999 25.5% City of Denton Population by Occupation Agriculture, forestry, fishing and hunting, and mining 0.7% Construction 7.9% Manufacturing 7.4% Wholesale Trade 2.5% Retail trade 15.3% Transportation, warehousing, and utilities 3.8% Information 2.0% Finance and insurance, real estate rental and leasing 4.6% Professional, scientific, and management, and administrative and waste management services 6.7% Educational Sei vices, and health care and social assistance 30.2% Arts, entertainment, and recreation, and accommodation, and food services 11.7% Other services, except public administration 4.9% Public Administration 2.1% Source: U. S. Census Bureau, 2008 American Cormnunity Survey. A-4 EMPLOYMENT/LABOR FORCE According to the Texas Workforce Corn mission, the November 2009 available workforce in Denton is 63,857. Additionally, Denton is fortunate to draw workers from the Dallas and Fort Worth MSA's representing 6.7 million people, according to the Census 2008 American Coimmunity Survev, as well as north to southern Oklahoma. EDUCATION Denton is home to the University of North Texas, founded in 1890, and Texas Woman's University, founded in 1901. North Central Texas College, established in 1924, built an extension campus just outside Denton's extraterritorial jurisdiction (ETJ) in adjacent city, Corinth. The two universities and coimmunity college have a combined enrollment of more than 53,438 students and total employment of approximately 8,800 total employees.. With an enrollment of over 36,206, the Universitv of North Texas exceeds the combined enrollment of Southern Methodist University in Dallas, Texas Christian Universitv in Fort Worth and Rice University in Houston. Texas Woman's University has an approximate enrollment of 10,932 in Denton with an additional 2,426 students attending in Dallas and Houston. The University of North Texas (ITNT) campus comprises a land area of more than 875 acres that includes Discoveiv Park, TJNT's 285-acre research park. The University encompasses nine colleges and schools of study and offers Bachelor's degrees in 97 fields, Master's degrees in 101 areas and Doctoral programs in 49 disciplines. TJNT maintains a low 20:1 student-faculty ratio more prevalent among private rather than public institutions. Named one of America's 100 Best College Buys for 14 consecutive vears, I TNT is additionally listed among America's 100 Most Wired Colleges. Texas Woman's University (TWU), a major state-supported teaching and research institution, it's the nation's largest public university attended primarily by women, who comprise 90% of attending students. Through its seven schools and colleges, TWU offers 59 programs leading to a Bachelor's degree, 67 Master's degree fields, and Doctoral degrees in 24 specialization areas. TWU experienced a 7 percent growth in enrollment from 2008 to 2009 and was ranked among the nation's top 20 universities with the most diverse student populations by US. yews and TF'orld Report in 2009. TWU's graduate programs in occupational therapy and physical therapy were ranked among the nation's best (US. Yews and TForld Reports 2009 Best Graduate Schools). In 2008, TWU's Executive MBA program was ranked largest in the state by the Executive MBA Council, and in 2009, the American Association of Colleges of Nursing ranked TWU's doctoral nursing program the largest in the countiv. The Center for Measuring University Performance ranked TWU among the top 115 public universities nationwide in the number of doctoral degrees awarded. North Central Texas College (NCTC), established in 1924, offers Associate Degrees in a number of fields and core college requirements for students transferring to TINT and TWU to complete their Bachelor's degrees. The student population of NCTC's campus in the adjacent city of Corinth is just over 6,300. The administration anticipates the student population to increase to 12,000 in the next few years. NCTC serves the citizens of Denton with quality education by offering a broad scope of educational choices and offers the local business coimmunity educational options as well. The competitive need to keep employees current with modern technology and methodology is easier due to NCTC's customized training which teaches curriculum developed closely with business management to ensure individual company needs are met. In 2007 the college collaborated with regional gas drilling production companies experiencing a critical shortage in trained professionals to develop and launch NCTC's newest Associates Degree program in Gas Energy Production Management. Denton Independent School District (DISD) encompasses almost 180 square miles and continues to be one of north Texas' fastest-growing school districts. Over 22,850 students enrolled for the 2009-2010 school year in the district's 34 schools that include 21 elementaiv schools (grades K-5), six middle schools (6-8), three high schools (9-12), one advanced technology complex (11-12), one early childhood center, and two alternative schools. A second early childhood center will open in August 2010. Voters approved a November 2007 bond package for $282M to fund two new elementaiv schools, one new middle school, design plans for a 0' comprehensive high school, additional science labs and prep rooms, and safety and security technology enhancements in all district schools. The district's "student centered" approach supports strong individualized instruction and smaller school size. DISD offers classes at each school for students who experience learning disabilities or handicaps. Counselors, speech and language specialists, psychologists and reading and diagnostic consultants are available for all grade levels. DISD offers a number of advanced placement credit classes and dual high school/college credit classes and its students routinely place among top recipients in state and national academic, fine arts, career technology, and athletic competitive events. The district's LaGrone Advanced Technology Complex offers state-of the-art facilities and training in nine advanced disciplines and serves as a model for the region and surrounding states. Denton State Supported Living Center (formerly Denton State School) is one of the countiv's most modern and progressive educational institutions for mentally-disabled Texas residents. This state-supported facility is located on a 200-acre site paid for by Denton citizens. Present facilities include residences that accorn modate 580 students, more than 20 buildings for physically handicapped individuals, and a 32 bed acute hospital with supporting facilities such as X-ray, laboratoiv, dental, and pharmaceutical. Additional buildings include a modern administration building, an academic building, laundi-v facility, chapel, maintenance shop and a warehouse. The school has a staff of 1,535 with an annual budget of over $71M. A-5 Denton Universities Expand . . . Texas Woman's University (TWU) has grown drainaticallv. Student enrollment at the University's home campus in Denton increased 68% from 2001-2009 to just over 13,330 students. Almost half of TWU students (41%) are graduate students. Similar growth at the University's Dallas and Houston satellite nursing campuses necessitated recent construction projects. A $40M TWU Institute of Health Sciences-Houston facility opened in August 2006 and a $56M TWU Institute of Health Sciences-Dallas facility broke ground in 2009. TWU leads as a provider of critically needed health care professionals, boasting the nation's 11t' largest College of Nursing, and largest nursing doctoral program. TWU is proud of its diversity: minority students comprise 43% of students. TWU is one of only 16 U.S. universities, and the only Texas university selected to participate in the American Democracy Project Civic Agency initiative focused on encouraging students to be civic leaders in their cormmunities. Universitv of North Texas (I TNT) - Among the nation's top 50 schools for Hispanic and African American students, TJNT has the largest residential campus in the North Texas Region and is the largest provider of online credit courses among Texas public universities. TJNT's Discovery Park, a 285-acre, 553,000 square foot facility is home to TJNT's Engineering School and Center for Advanced Research and Technology (CART), one of the nation's premier materials science and engineering research facilities. CART has been the recipient of almost $16 million in defense funding the past five years and provides researchers with a unique grouping of microscopes for nanotechnology research and for other critical advancement fields. Bachelor and Master degree programs in Mechanical and Energy Engineering were added in 2007 to TJNT's existing College of Engineering programs in electrical engineering, materials science, computer science, and engineering technology. A new $33.2M Life Sciences Building featuring open research laboratories that promote collaborative and interdisciplinary research will complete in Mav 2010. In 2009 TJNT broke ground on two projects: a $60 million Gold LEED Certified Business Leadership Complex, focused on global economic and business disciplines, and a $78M, 30,000 seat stadium; both due to complete in 2011. AGRICULTURE Northwestern Denton Countv is one of the more diversified agricultural areas in Texas. With soil types ranging from rich black to sandy loam, and good, soft artesian water, it is ideal for diversified fanning and livestock. Principal crops are corn, wheat, oats, hav, grain sorghums and peanuts. Beef cattle, sheep, chickens and turkeys contribute a substantial and steadv income annually to the fanners and ranchers of the Countv. A vein significant concentration of valuable world champion horse farms east of the City's corporate boundaries provide a prosperous economic resource for the area. Products significant to the economy are horses, beef, eggs, wheat, grain sorghums, hav, and nursery crops. TRANSPORTATION Denton is located only 20 miles northeast of the Dallas-Fort Worth International Airport which began operations in January 1974. In addition, Dallas' Love Field Airport and Fort Worth's Meacham International Airport are in close proximity to Denton. Alliance Airport, located about 20 miles southwest of Denton, is the only purely industrial airport in the world. Accompanying the Alliance Airport are five business parks. Together, Alliance's access to highway, rail and air transportation offers an excellent opportunity for future industrial growth. Denton County Transportation Authority's (DCTA) priority project for the future is the construction of a regional passenger rail line which connects Carrollton and Denton. The DCTA Rail will meet growing transportation demands in eastern Denton Countv. The project will also provide a logical extension of the Dallas Area Rapid Transit (DART) Northwest Corridor line. Service is expected to be operational in sulmmer 2011. The Kansas Citv Southern Railroad and the Union Pacific Railroad provide daily service to Denton. Full switching is available, providing direct access to all major markets across the nation. Grevhound/Trailwavs serves Denton through Dallas and Oklahoma Citv. Motor freight in Denton is included in the D/FW colmmercial trade zone and is served by major freight carriers. BANKING There are 25 banks in Denton: Access First Capital, Bank of America, N.A., Chase, Compass Bank, Wells Fargo Bank, N.A., Fanners and Merchants State Bank, First Convenience, First State Bank, Provident Bank, Point Bank, First National Bank, Guaranty Bank, M and T Bank, Margbank, Meridian Bank, State Bank and Trust, Inwood National Bank, Synergy, Washington Mutual, Denton's only locally-owned bank, Noithstar Bank, Washington Federal Savings, Wachovia, Towne Center Bank, DATCU Credit Union, and First United Bank with Denton's first "Banco" branch specializing in serving Denton's Hispanic cormmunity. A-6 GrRow TH INDICES City State Fiscal Building Values (m illions) Water Sewer Electric Unemployment Unemployment Year Commercial Residential Total Customers Customers Customers Rates('") Rates('") 2005 $ 69 $260 $ 329 27,584 25,695 41,846 3.83°o 5.39°o 2006 61 214 275 28,805 26,951 42,186 3.97°o 4.94°o 2007 64 219 283 29,783 28,020 43,607 3.84°o 4.35°o 2008 131 157 288 29,679 28,019 44,375 4.03°o 4.84°o 2009 132 131 263 30,288 28,674 45,153 5.96°% 7.88°% (1) New Construction Only, Includes Multi-Family_ as Commmercial and Duplexes as Residential (2) Source: Texas Workforce Cormnission. MEDICAL Denton has become a regional medical destination serving north Texas and southern Oklahoma. Denton Regional Medical Center is a 208-bed community hospital that serves the growing population of Denton, Wise, Cooke, and Montague Counties. The hospital offers a full-spectrum of healthcare including advanced open-heart surgeiy and neurosurgeiy programs. Denton Regional became the first hospital in Denton County to earn the prestigious Level II Chest Pain Center accreditation by the international non-profit Society of Chest Pain Centers and is pursuing the Level III Trauma Center designation. Since 2005, the hospital has opened a new $7 million, 13,500 square-foot day surgeiy center and a new hospital floor housing a 29-bed, $19M progressive care unit. Denton Regional's Center for Cancer and Blood Disorders, a comprehensive cancer diagnostic and treatment center integrating education, nutrition, and rehabilitation services opened in 2008. Texas Health Presbyterian Hospital of Denton (formerly Denton Conummity Hospital) celebrated the grand opening of its 272,538 square-foot, 255-bed facility and an 80,000 square-foot medical office building in 2005. The hospital expanded its Women's Center services in 2006 with the opening of a Level III Neonatal Intensive Care Unit serving Denton and its surrounding conummities. North Texas Hospital opened a 60,000 square foot specialty hospital featuring eight surgical suites and 16 inpatient beds in 2005. In 2007, North Texas Hospital became one of only four hospitals in the Dallas-Fort Worth region to offer patients unproved surgical outcomes by utilizing the $1M, state-of-the-art DaVinci robotic surgical suite. Other new hospitals gaining Denton its reputation as a regional medical destination include Mavhill Hospital, a 40,000 square-foot facility featuring physical rehabilitation and a behavioral health services hospital that opened in 2005 and Integrity Transitional Hospital, a 38,500 square foot, $16 million dollar long-tern acute care hospital that opened in 2007. Denton's rapid medical growth continued in 2008, adding more than 123,000 square feet of new medical offices and treatment facilities, most notably the new 44,000 square foot, $20 million Select Medical Rehabilitation Hospital, modeled after the renowned Kessler institute for Rehabilitation. RECREATION Lake Ray Roberts, located approximately 8 miles northeast of the City's corporate boundary on the Elm Fork of the Trinitv River, is a major water conservation and flood control facility of more than 799,600 acre-feet of storage that allows for an abundance of parks and other water and outdoor related recreational facilities. The nine mile Greenbelt Hike/Bike/Equestrian Trail, located between Lake Ray Roberts and Lake Lewisville, is a cooperative project made possible by the Arm-,- Corps of Engineers and the Cities of Denton and Dallas. Nearbv Lake Lewisville, one of North Texas' largest lakes is one of Texas' most popular recreation areas. Lake Lewisville has a shoreline of 183 miles located entirely in Denton County. Lake Lewisville attracts over 3,000,000 visitors to its shores annually. The upper reaches of the lake are only about 3 miles east of the Denton Citv Limits, while the darn is 15 miles from downtown Denton. Grapevine Lake, another large body of water created by the U.S. Arm-,- Corps of Engineers, is located in Denton and Tarrant Counties. The darn is 23 miles from Denton. Parks and recreational areas abound on the shores of Lake Rav Roberts, Lake Lewisville, and Grapevine Lake. Boating fishing, hunting, swmmning and all water sports are the favorite recreational pastimes, which, because of this area's favorable climate, are in use the vear round. The Citv of Denton Parks and Recreation Department and the Denton Independent School District have created a partnership to produce a signature water recreation attraction. The $12.16 million Waterworks Park opened in 2003 and features four water slides, a children's play pool, a 600 ft. long continuous flow tubing river, outdoor amphitheater, pavilions, a sand volleyball court and two indoor pools. Other recently completed CIP projects include the renovation and expansion of the Denton Civic Center, construction of Denton's first skate park "Skate Works", the installation of a new water slide at Civic Center Pool, construction of Lake Forest Park and a dog park named "Wiggly Field", replacement of the playground at Avondale Park to maintain compliance with national playground safety guidelines and the installation of a bridge to enhance access to the park and continue the expansion of the department's pedestrian trail system. The Parks and Recreation Department is also looking to the future with the purchase of a 196 acre park site that will eventually become the home of athletic fields, walking trails, and a large multi- generational recreation and fitness center. A-7 Preliminary $4,115,000 City of Denton, Texas General Obligation Bonds Series 2010 Sources & Uses Dated 06/15/2010 1 Delivered 07/20/2010 Sources Of Funds Par Amount of Bonds $4.11 Accrued Interest from Iv, I~'nl0to t10 17,41 402 Required Premium Bid 46,058.00 Total Sources $4,178,491.02 Uses Of Funds C-1- ofT--nunc2 4('.'i"~R'ni Deposit to Dcht Service Fund 17 4, Deposit to Project Construction Fund 4,11 1, Total Uses $4,178,491.02 File I Denton GO working file.SF 12010 GO for POS 1 6/ 3/2010 1 2:52 PM FirstSouthwest Finance Public Department Preliminary $4,115,000 City of Denton, Texas General Obligation Bonds Series 2010 Debt Service Schedule Part 1 of 2 Date Principal Coupon Interest Total P+I Fiscal Total 07 20 2010 - - - 02152011 10,000.00 4.30°0 119,335.00 224,335.00 08 152011 - 87,217.0 87,217.0 - 09302011 - - - 311,552.50 02/15i2012 140,000.00 4.30% 37,217.0 227,217.0 - 03 152012 34,172.0 34,172.0 09/30/2012 - - - 311,390.00 02/15i2013 14,000.00 4.30% 34,172.0 229,172.0 - 03/15i2013 - 31,013.7 31,013.7 - 09 30 2013 - - 310,191.2 02 152014 10,000.00 4.350'0. 31,013.7 231,018.75 - 03/15/2014 - 77,756.25 77,756.25 - 09/30i2014 - - - 303,775.00 02/15 2015 155,000.00 4.350% 77,756.25 232,756.25 - 0~'1~, -1015 - 74,335.00 74,335.00 - 0') 30 2015 307,141.25 02/15 2016 165,000.00 4.350% 74,335.00 239,335.00 - 03/15i2016 - 70,796.25 70,796.25 - 09/30i2016 - - - 310,131.25 02/15/2017 170,000.00 4.350% 70,796.25 240,796.25 - 03 15 2017 67,093.75 67,093.75 09/30/2017 - - - 307,395.00 02/15/2013 130,000.00 4.350% 67,093.75 247,093.75 - 03/15 -1013 - 63,133.75 63,133.75 - 0()',0 -()13 - - 310,232.50 0-1 L> -1019 190,000.00 4.350'0. 63,133.75 253,133.75 03/15 -1019 - 59,051.25 59,051.25 - 09 30 2019 - - - 312,235.00 02/15/2020 195,000.00 4.350% 59,051.25 254,051.25 - 03/15i2020 - 54,310.00 54,310.00 - 09 30 2020 303,361.25 02/15/2021 205,000.00 4.350% 54,310.00 259,310.00 - 03/15i2021 - 50,351.25 50,351.25 - 09 10 2021 - - - 310,161.25 01 t~ 1 23 215,000.00 4.350'o 50,351.25 265,351.25 - OS IS fir 45,675.00 45,675.00 09 30 2022 - - - 311,026.25 02/15/2023 225,000.00 4.350% 45,675.00 270,675.00 - 03/15i2023 - 40,731.25 40,731.25 - 09 30 2023 - - 311,456.25 02152024 235,000.00 4.350'o. 40,731.25 275,781.25 03/15/2024 - 35,670.00 35,670.00 - 09 30 2024 - - 311,451.25 File Denton GO working file.SF 2010 GO for POS 6/ 312010 2:52 PM Preliminary $4,115,000 City of Denton, Texas General Obligation Bonds Series 2010 Debt Service Schedule Part 2 of 2 Date Principal Coupon Interest Total P+I Fiscal Total 02/15/2025 245,000.00 4.350% 35,670.00 230,670.00 03 152025 - 30,341.25 30,341.25 - 09 30 2025 311,011.25 02 152026 255,000.00 4350°o 30,341.25 255,341.25 - 08 1512026 - 24,795.00 24,795.00 - 0930 2026 - - - 310,136.25 02/15/2027 265,000.00 4.350% 24,795.00 259,795.00 - 03 15 2027 19,031.25 19,031.25 09/30/2027 - - - 305,526.25 02/15/2025 230,000.00 4.350% 19,031.25 299,031.25 - 08 1512025 - 12,941.25 12,941.25 - 09/30i2023 - - 311,972.50 02152029 290,000.00 4.350 0. 12,941.2 302,941.25 - 031 2029 - 6,633.75 6,633.75 - 09/30i2029 - - - 309,575.00 02 152030 305,000.00 4350°o 6,633.75 311,633.75 - 09 30 2030 - - 311,633.75 Total $4,115,000.00 $2,090,755.00 $6,205,755.00 - Yield Statistics Acenicd Intcrestfrom 061512010 to 07/20/2010 17,403.02 Pond l' :u Polhi ~44.f163 11 11 1~~ra,~ I ifs 11.650 gars k ern,^e Cou~on 435000000o Net Interest Cost (NIC) 43500000% True Int21 e4 ( ost (TIC) 4 3458^(,')4o Bond li~ldfor arbitrage PuNoses 4.34533910o All Inclusive Cost (_aIC) 4.47957370o IRS Form 8038 Net Interest Cost 4.31379150o 'v Bighted Average Maturity 11.650 fears File Denton GO working file.SF 2010 GO for POS 6/ 312010 2:52 PM A PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT is entered into as of June 15, 2010 (this "Agreement"), by and between the CAN, of Denton, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, a limited purpose national banking association with trust powers (the 'Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its General Obligation Bonds, Series 2010 (the "Securities") in the aggregate principal amount of $4,115,000, such Securities to be issued in fully-registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchaser(s) thereof on or about July 20, 2010; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent forthe Securities, the Bank shall be responsible forpaying on behalf ofthe Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Ordinance." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. "Bank Office" means the principal corporate trust office of the Bank as indicated on the signature page hereof. The Bank will notiA, the Issuer in writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ending September 30. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Ordinance" means a written request or ordinance signed in the name of the Issuer by the Mayor of the Issuer delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Ordinance" means the ordinance of the governing body ofthe Issuer pursuant to which the Securities are issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this 2 definition, any mutilated, lost, destroved or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Ordinance). "Record Date" has the meaning assigned to such term in the Ordinance. "Redemption Date" when used with respect to an\- Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any yTrust Officer or Assistant Trust Officer, or any other officer of the Bank customarily- performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means a register maintained by the Bank on behalf ofthe Issuer providing forthe registration and transfer of the Securities. "Stated Maturity" means the date specified in the Ordinance the principal of a Security is scheduled to be due and parable. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them in the recital paragraphs of this Agreement. The term "Paring Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. As Paring Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pad- on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Securitv to the Bank at the Bank Office. As Paring Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pad- on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail, first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Securitv Register or by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Ordinance. Section 3.03. Reporting Requirements. To the extent required by the Code or the Treasury, Regulations, the Bank shall report to the Holders and the Internal Revenue Service the amount of interest paid or the amount treated as interest accrued on the Bond which is required to be reported by the Holders on their returns of federal income tax. ARTICLE FOUR REGISTRAR Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register"), and, if the Bank Office is located outside the State of Texas, a copy of such books and records shall be kept in the State of Texas, for recording the names and addresses ofthe Holders ofthe Securities, the transfer, exchange and replacement ofthe Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument oftransfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in form satisfactory, to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may, request any, supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereofwill be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Security Certificates. The Issuer shall provide an adequate inventor, of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventor, of printed Securities will be kept in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities. 4 Section 4.03. Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently, utilizes at the time. The Security, Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy ofthe information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of,, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notiA, the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Securities. All Securities surrendered to the Bank, at the designated Payment/Transfer Office, for payment, redemption, transfer, or replacement, shall be promptly cancelled by the Bank. The Bank will provide to the Issuer, at reasonable intervals determined by the bank, a certificate evidencing the destruction of canceled Securities. Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subjectto the applicable provisions ofthe Ordinance, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an oven ssuance. In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or stolen. 5 Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.0 1, Securities it has delivered upon the transfer or exchange of anv Securities pursuantto Section 4.0 1, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and in the Ordinance and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of_judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generalitv of the foregoing statement, the Bank need not examine the ownership of anv Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum as prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum acknowledged by the financial advisor or the Issuer as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and compliance with such instruction (f) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to anv action taken, suffered, 6 or omitted by it hereunder in good faith and in reliance thereon. (g) The Bank may, exercise any, ofthe powers hereunder and perform anv duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibilitv for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for anv amount due on anv Security from its own funds. Section 5.04. May Hold Securities. The Bank, in its individual or anv other capacity, may become the owner or pledgee of Securities and may, otherwise deal with the Issuer with the same rights it would have if it were not the Paving Agent/Registrar, or anv other agent. Section 5.05. Moneys Held by Bank. The Bank shall deposit anv monevs received from the Issuer into a segregated account to be held by the Bank solely for the benefit of the owners of the Securities to be used solely for the payment of the Securities, with such moneys in the account that exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation, to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and to the extent permitted by the laws of the United States of America to secure and be pledged as collateral for such accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such account shall be made by check drawn on such account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Subject to the Unclaimed Property Law of the State of Texas, anv money deposited with the Bank for the payment of the principal, premium (if any), or interest on anv Security and remaining unclaimed for three years after the final maturity of the Security has become due and payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Security shall hereafter look only to the Issuer for payment thereof,, and all liability, of the Bank with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and dispose of the funds in compliance with Title Six of the Texas Property Code, as amended. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, anv loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of anv of its powers or duties under this Agreement. 7 Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversv over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where the administrative offices of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent Jurisdiction within the State of Texas to determine the rights of any Person claiming any interest herein. Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for securities to be eligible for such type depositor, trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may, not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affectthe construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. 8 Any corporation or association into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell, lease, or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation, or transfer to which it is a party, ipso facto, shall be and become successor Paving Agent/Registrar hereunder and vestedwith all ofthe powers, rights, obligations, duties, remedies, discretions, immunities, privileges, and all other matters as was its predecessor, without the execution or filing of any instruments or any further act, deed, or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any, conflict exists between his Agreement and the Ordinance, the Ordinance shall govern. Section 6.09. Counterparts. This Agreement may, be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paving Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paving Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. The resigning Paving Agent/Registrar may petition any court of competent .jurisdiction for the appointment of a successor Paving Agent/Registrar if an instrument of acceptance by a successor Paving Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days after the giving of such notice of resignation. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the 9 Securities, to the successor Paring Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. [Remainder of page intentionally left blank] 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, and year first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION By Title 2001 Bryan Street, 10th Floor Dallas, Texas 75201 CITY OF DENTON, TEXAS By Mayor 215 E. McKinney Denton, Texas 76201 SCHEDULE A Paring Agent/Registrar Fee Schedule This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $50,000,000 in principal amount of "City of Denton General Obligation Refunding Bonds, Series 2010A"; establishing parameters for the redemption of certain outstanding obligations of the City; authorizing the issuance of the bonds; approving and authorizing instruments and procedures relating to said bonds; and enacting other provisions relating to the subject. BACKGROUND The refunding of existing debt was previously discussed with the Audit/Finance Committee on April 5, 2010 and the City Council on April 20, 2010. At the time of these discussions, staff anticipated refunding existing debt obligations along with the issuance of new General Obligation Bonds and Certificates of Obligation. However, due to current market conditions, the refunding issuance is no longer economically feasible. Therefore, staff is seeking approval of a six (6) month parameters ordinance that will enable staff to sell refunding bonds when, and if, market conditions change. Since bond market conditions can change rapidly, staff is requesting the authority to execute the refunding issuance at any time before December 15, 2010. With the approval of the attached ordinance, the refunding may take place without additional City Council approval provided that the par value of the bonds does not exceed $50,000,000, true interest cost is less than 5%, maximum maturity does not exceed February 15, 2022, and that the bond sale occurs before December 15, 2010. The ordinance authorizes the City Manager or Assistant City Manager to act on behalf of the City in selling the bonds. Delegating the pricing authority provides flexibility to achieve the best value for the City since the pricing will not be limited to a Council meeting date. In consultation with the City's financial advisor, First Southwest Company, the sale of these bonds will be completed on a negotiated basis. Once the bond sale has been completed, staff will notify the City Council of the bond issuance terms. For your review, staff has attached a copy of the refunding parameters ordinance. A preliminary official statement for the refunding issuance is not included as an attachment since the timing and exact amount of the refunding issuance is not currently known. Once the City is advised that market conditions are favorable for the refunding, staff will work with the City's financial advisor to prepare an official statement specific to the refunding bonds. Agenda Information Sheet June 15, 2010 Page 2 Typically, outstanding debt associated with the utility system has been refunded with Utility System Revenue Refunding Bonds. These bonds have a lower underlying credit rating (Aa2/A+) than General Obligation Refunding bonds, and as a result, cost more to issue. To counteract this issue, revenue refunding bonds have been sold with bond insurance to reduce the interest cost. However, as a result of the recent financial crisis, bond insurance is now difficult to acquire at a reasonable cost or even at all. As part of our efforts to review departmental operations for savings, staff has considered alternative methods to issue utility system debt at a more reasonable cost. Instead of issuing typical utility system revenue refunding bonds, it is possible to issue General Obligation Refunding Bonds at a substantial savings. This is due to the higher overall credit rating (Aa2/AA) of the City and the elimination of a bond reserve requirement. If the debt is refunded in this manner, the debt will be guaranteed by the full faith and credit of the City, not just the utility system revenues. On April 20, 2010, staff informed the City Council that issuing Utility System Revenue Refunding Bonds would allow the City to refund $13.315 million of previously issued debt. Refunding the bonds in this manner would generate $524,797.97 in savings over the remaining life of the debt. However, if the City were to issue General Obligation Refunding Bonds instead of Utility System Revenue Refunding Bonds, approximately $40.885 million of previously issued debt could be refunded at a savings of $6,452,467.55 over the remaining life of the debt. In recognition of these substantial potential savings, the City Council has requested that staff consider a method for utility departments to "repay" the taxpayer for their guarantee of the utility system refunded debt. Staff will present various options for the City Council to consider during the upcoming budget process for FY 2010-11. Since the April 2010 analysis, market conditions have changed and it is no longer possible to refund the existing debt obligations and generate a policy required net present value savings equivalent to 3% of the debt payments. However, since it is possible that market conditions may change in our favor in the future, staff requests the authority to refund existing debt according to the previously outlined parameters. Below is a summary of the existing Utility System debt, as well as existing General Obligation debt, that staff proposes to refund with General Obligation Refunding Bonds: PROPOSED REFUNDING 1998 Rev (Electric) - $ 170,000 1998 Rev (Wastewater) - $ 190,000 1998A Rev Ref - $ 1,015,000 1998B Rev (Water) - $ 365,000 1998B Rev (Electric) - $ 560,000 1998B Rev (Wastewater) - $ 675,000 2000A Rev (Water) - $ 2,405,000 2000A Rev (Electric) - $ 1,020,000 2000A Rev (Wastewater) - $ 1,985,000 2002A Rev (Electric) - $ 4,910,000 2002A Rev (Water) - $17,785,000 2002A Rev (Wastewater) - $ 9,805,000 Agenda Information Sheet June 15, 2010 Page 3 PROPOSED REFUNDING (CONTINUED) 2001 Cert. of Obligation - $ 1,120,000 2001 Gen. Obligation Bds. - $ 1,425,000 2002 Cert. of Obligation - $ 865,000 2002 Gen. Obligation Bds. - $ 1,240,000 Staff has discussed the possibility of issuing the bonds in this manner with our Bond Counsel and City Attorney. According to our legal staff, the City has the authority to issue the debt in this fashion. In addition, our Financial Advisor has been consulted and no adverse impact to the City has been identified. If approved by the City Council, the bonds will be sold through a negotiated sale. The City's financial advisor, First Southwest Company, will monitor market conditions and advise staff when conditions are favorable to issue the bonds. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council/Boards/Commissions) On April 5, 2010, the Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. On April 20, 2010, the City Council gave staff direction to proceed with the plan to issue refunding bonds as dictated by market conditions. Respectfully submitted: r Bryan Langley Director of Finance ORDINANCE NO. 2010- AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO $50,000,000 IN PRINCIPAL AMOUNT OF "CITY OF DENTON GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010A"; ESTABLISHING PARAMETERS FOR THE REDEMPTION OF CERTAIN OUTSTANDING OBLIGATIONS OF THE CITY, AUTHORIZING THE ISSUANCE OF THE BONDS; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT. THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, the City has previously issued, and there are presently certain outstanding, (1) general obligation bonds of the City of Denton, Texas (the "Issuer") secured by a pledge of ad valorem tax revenues, (2) revenue bonds of the Issuer secured by a pledge of revenues derived by the Issuer from the ownership and operation of the Issuer's Utility Systern (consisting of the Issuer's combined waterworks system, sanitary sewer system, and electric light and power system), and (3) certificates of obligation of the Issuer secured by a pledge of ad valorem tax revenues and surplus revenues of the Issuer's Utility System, all as described in Schedule I attached hereto (collectively, the "Eligible Refunded Obligations"); WHEREAS, the Issuer now desires to refund all or part of the Eligible Refunded Obligations, and those Eligible Refunded Obligations designated by the Pricing Officer in the Pricing Certificate, each as defined below, to be refunded are herein referred to as the "Refunded Obligations"; WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other available fiends or resources, directly with a paying agent for the Refunded Obligations or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Obligations, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree; WHEREAS, this City Council hereby finds and determines that it is a public purpose and in the best interests of the Issuer to refund the Refunded Obligations in order to achieve debt service savings, with such savings, among other information and terms to be included in a pricing certificate (the "Pricing Certificate") to be executed by the Pricing Officer (hereinafter designated), all in accordance with the provisions of Section 1207.007, Texas Government Code; WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; WHEREAS, the Bonds hereinafter authorized to be issued are to be issued, sold and delivered pursuant to the general laws of the State of Texas, including Texas Government Code Chapters 1207, as amended, and the Issuer's Home Rule Charter; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code Chapter 551; Now, Therefore THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. (b) The Bonds of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount hereinafter provided for the public purpose of refunding the Refunded Obligations and to pay the costs incurred in connection with the issuance of the Bonds. The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. (b) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND, SERIES 2010A," and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, payable to the respective registered owners thereof (with the initial bond or bonds being made payable to the initial purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said Bonds or any portion or portions thereof (in each case, the "Registered Owner"). The Bonds shall be in the respective principal amounts, shall be numbered, shall mature and be payable on the date or dates in each of the years and in the principal amounts, and shall bear interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate. Section 2. DELEGATION TO PRICING OFFICER. (a) As authorized by Section 1207.007, Texas Government Code, as amended, the City Manager or Assistant City Manager (the "Pricing Officer") is hereby authorized to act on behalf of the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded Obligations shall be refunded and carrying out the other procedures specified in this Ordinance, including, determining the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such maturity, the interest payment and record dates, the price and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Bonds, including without limitation establishing the redemption date for and effecting the redemption of the Refunded Obligations and obtaining municipal bond insurance for all or any portion of the Bonds and providing for the terms and provisions thereof applicable to the Bonds, all of which shall be specified in the Pricing Certificate; provided that: 2 (i) the aggregate original principal amount of the Bonds shall not exceed $50,000,000; (ii) the price to be paid for the Bonds shall not be less than 97% of the aggregate original principal amount thereof plus accrued interest thereon from its date to its delivery; (iii) the maximum stated maturity of the Bonds shall not exceed February 15, 2022; (iv) the refunding must produce present value debt service savings of at least 3.00%, net of any Issuer contribution; (v) none of the Bonds shall bear interest at a rate greater than 5.500% per annum and the net effective interest rate on the Bonds shall not exceed 5.00%; and (vi) the delegation made hereby shall expire if not exercised by the Pricing Officer on or prior to December 15, 2010. (b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not exceeding the amount authorized in Subsection (a) hereof, which shall be sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate. Section 3. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange, Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, (the "Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of 3 the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General") and registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"). (b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when fiends for the payment of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. (d) Paving Agent/Registrar for the Bonds. The Issuer covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be a single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying 4 Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (f) Book-Entry-Only System. The Bonds issued in exchange for the Bond initially issued to the initial purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. 5 The previous execution and delivery of the Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Bonds. (g) Successor Securities Depository; Transfers Outside Book-Entry-Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. (h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC. (i) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such purchaser or its designee. Upon payment for the initial Bond, the Paying Agent/Registrar shall cancel the initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC. 0) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as 6 are permitted or required by this Ordinance, and with the Form of Bond to be modified pursuant to, and completed with information set forth in, the Pricing Certificate. (a) [Form of Bond] NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF DENTON $ GENERAL OBLIGATION REFUNDING BOND SERIES 2010A Interest Rate Dated Date Maturity Date CUSIP No. February 15, REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30- day months) from at the Interest Rate per annum specified above. Interest is payable on and semiannually on each and thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank ofNew York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States ►nail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In 7 addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated , authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $ for the public purposes of refunding certain outstanding obligations of the Issuer, and paying the costs incurred in connection with the issuance of the Bonds. ON , or on any date thereafter, the Bonds of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. THE BONDS scheduled to mature on in the years and ( the "Term Bonds") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective principal amounts, set forth in the following schedule: Term Bond Term Bond Maturity: Maturity: , Principal Principal Mandatory Redemption Date Amount Mandatory Redemption Date Amount 8 , $ $ (maturity) (maturity) The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request ofthe Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received and shall rescind the redemption. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in 9 the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery ofthis Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law. THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a majority in aggregate principal amount of the outstanding Bonds. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Major Pro-Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (si aate) (signature) City Secretary Mayor 10 (SEAL) (INSERT BOND INSURANCE LEGEND, IF ANY) (b) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in .exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: The Bank of New York Mellon Trust Company, National Association, Dallas, Texas Paying Agent/Registrar By: Authorized Representative II (c) [Form of Assignment] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee.) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature above must correspond eligible guarantor institution participating in a with the name of the Registered Owner as it securities transfer association recognized appears upon the front of this Bond in every signature guarantee program. particular, without alteration or enlargement or any change whatsoever. (d) [Form of Comptroller's Registration Certificate] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) 12 (e) [Initial Bond Insertions] (i) The initial Bond shall be in the form set forth in paragraph (a) of this Section, except that: A, immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF DENTON, TEXAS, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Installments Interest Rates (Information from Pricing Certificate to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360- day year of twelve 30-day months) from at the respective Interest Rate per annum specified above. Interest is payable on , and semiannually on each and thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The Initial Bond shall be numbered "T-1." Section 5. INTEREST AND SINKING FUND. (a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds, together with any accrued interest received upon sale of the Bonds, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures or is scheduled for redemption (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year). Said tax shall be based on the latest approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of 13 ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. Notwithstanding the requirements of this Section, if Surplus Revenues or other lawfully available moneys of the Issuer are actually on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund. For purposes of this Section, "Surplus Revenues" means revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of its combined waterworks system, sanitary sewer system, and electric light and power system) that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) or contractual obligations (now or hereafter existing) which are payable from all or any part of the net revenues of the Issuer's Utility System. If Surplus Revenues are budgeted and appropriated for deposit into the Interest and Sinking Fund, the Issuer: (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1/12th of the annual debt service on the Bonds to be paid from Surplus Revenues until the amount on deposit in the Interest and Sinking Fund equals the amount required for annual debt service on the Bonds; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Bonds; and (iii) shall at all times maintain and collect sufficient Utility System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the Utility System, produce revenues in an amount not less than the debt service requirements of all outstanding Utility System revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the Utility System and for which the Issuer is budgeting the repayment of such obligations from the revenues of the Utility System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available finds except Utility System rates and charges, sufficient for the repayment of Utility System debt service requirements. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the Registered Owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. 14 Section 6. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the Registered Owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Government Obligations are held for the payment of Defeased Bonds may contain provisions permittingthe investment or reinvestment of such moneys in Government Obligations or the substitution of other Government Obligations upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or instrumentality ofthe United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. 15 (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the Registered Owner applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Govermnent Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. 16 Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General, and their registration by the Comptroller. Upon registration of the Bonds said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with the issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed or refinanced therewith (the "Projects") are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; 17 (4) to refrain from taking any action that would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace fiends that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with - (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and (C) arnounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of Arnerica at least once during each five-year period (beginning on the date of delivery of the Bonds) an arnount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal-income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond 18 counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion ofnational ly-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Bonds shall be sold and delivered subject to the provisions of Section 1 and Section 2 and pursuant to the terms and provisions of a bond purchase agreement (the "Purchase Agreement"), the terms and provisions of which are to be determined by the Pricing Officer in accordance with Section 2, and in which the purchaser or purchasers (the "Underwriter") of the Bonds shall be designated. The Pricing Officer is hereby authorized to execute and deliver the Purchase Agreement for an on behalf of the Issuer. The Bonds shall initially be registered in the name of the Underwriter as set forth in the Pricing Certificate. (b) The Pricing Officer is hereby authorized, in the name and on behalf of the Issuer, to approve, distribute, and deliver a preliminary official statement and a final official statement relating to the Bonds to be used by the Underwriters in the marketing of the Bonds. (c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support of the Bonds. To that end, should the Pricing Officer exercise such authority and commit the Issuer to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance Policy by the Insurer. (d) The Mayor and Mayor Pro Tern, the City Secretary and each Pricing Officer and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Pricing Certificate, the Bonds, the sale of the Bonds and the Official Statement. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. 19 Section IL COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in a designated electronic format as prescribed by the MSRB, within six months after the end of each fiscal year ending in or after 2010, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in the Pricing Certificate. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in the financial statements appended to the Official Statement, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not completed within such period, then the Issuer shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. (c) Material Event Notices. The Issuer shall notify the MSRB, in a designated electronic format as prescribed by the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of holders of the Bonds; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; and 20 11. Rating changes. The Issuer shall notify the MSRB of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes the Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHTAND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the Registered Owners and beneficial owners of the Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule 21 are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. (e) Amendment of the Rule. The provisions of this Section shall be revised by the Pricing Officer to reflect the requirements of the Rule if the Rule is amended after the adoption of this Ordinance but prior to the delivery of the Bonds so as to permit an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule. Any such revisions shall be set forth in the Pricing Certificate and are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. Section 12. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount a majority of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, no herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of Bonds necessary for consent to such amendment. 22 (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each Registered Owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration of the ownership of such Bonds on the registration books kept by the Paying Agent/Registrar. Section 13. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default; (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific 23 performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the Issuer or the members of its governing body. Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Mayor or the Pricing Officer are further authorized to enter into and execute on behalf of the Issuer with the escrow agent named therein, an escrow or similar agreement, in the form and substance as shall be approved by the Pricing Officer, which agreement will provide for the payment in full of the Refunded Obligations. In addition, the Mayor or the Pricing Officer is authorized to purchase such securities, to execute such subscriptions for the purchase of the Escrowed Securities (as defined in the agreement), if any, and to authorize such contributions for the escrow fund as provided in the agreement. Section 15. REDEMPTION OF REFUNDED OBLIGATIONS. (a) Subject to execution and delivery of the Purchase Agreement with the Underwriter, the Issuer hereby directs that the Refunded Obligations be called for redemption on the dates and at such prices as set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued Notice of Redemption of the Refunded Obligations in substantially the form set forth in Exhibit A attached hereto, completed with information from the Pricing Certificate, to the paying agents for the Refunded Obligations. (b) In addition, the paying agent/registrar(s) for the Refunded Obligations are hereby directed to provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance of Refunded Obligations and are hereby directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on their redemption dates. The Refunded Obligations shall be presented for redemption at the paying agent/registrar(s) therefor, and shall not bear interest after the date fixed for redemption. (c) If the redemption of the Refunded Obligations results in the partial refunding of any maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar(s) for the Refunded 24 Obligations to designate at random and by lot which of the Refunded Obligations will be payable from and secured solely from ad valorem taxes of the Issuer pursuant to the ordinance of the Issuer authorizing the issuance of such Refunded Obligations (the "Refunded Bond Ordinance"). The paying agent/registrar(s) shall notify by first-class mail all registered owners of all affected bonds of such maturities that: (i) a portion of such bonds have been refunded and are secured until final maturity solely with cash and investments maintained by the Escrow Agent in the Escrow Fund, (ii) the principal amount of all affected bonds of such maturities registered in the name of such registered owner that have been refunded and are payable solely from cash and investments in the Escrow Fund and the remaining principal amount of all affected bonds of such maturities registered in the name of such registered owner, if any, have not been refunded and are payable and secured solely from ad valorem taxes of the Issuer described in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit his or her Refunded Obligations to the paying agent/registrar(s), for the purposes of re-registering such registered owner's bonds and assigning new CUSIP numbers in order to distinguish the source of payment for the principal and interest on such bonds, and (iv) payment of principal of and interest on such bonds may, in some circumstances, be delayed until such bonds have been re-registered and new CUSIP numbers have been assigned as required by (iii) above. (d) The source of funds for payment of the principal of and interest on the Refunded Obligations on their respective maturity or redemption dates shall be from the funds deposited with the Escrow Agent pursuant to the Escrow Agreement approved in Section 15 of this Ordinance. Section 16. APPROPRIATION. To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Bonds, if any, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. Section 17. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. [Execution page follows] 25 PASSED, APPROVED AND EFFECTIVE this June 15, 2010. Mayor, City of Denton, Texas ATTEST: City Secretary, City of Denton, Texas APPROVED AS TO LEGAL FORM: City Attorney, City of Denton, Texas SCHEDULEI Schedule of Eligible Refunded Obligations City of Denton Utility System Revenue Bonds Series 1998 Principal Amount Maturity Date Outstanding 12/01/2010 $360,000 Total $360,000 City of Denton Utility System Revenue Refunding Bonds Series 1998A Principal Amount Maturity Date Outstanding 12/01/2010 $1,015,000 Total $1,015,000 City of Denton System Revenue Refunding Bonds Series 1998B Principal Amount Maturity Date Outstanding 12/01/2010 $290,000 12/01/2011 305,000 12/01/2012 315,000 12/01/2013 335,000 12/01/2014 355,000 Total $1,600,000 City of Denton System Revenue Bonds Series 2000A Principal Amount Maturity Date Outstanding 12/01/2011 $2,630,000 12/01/2012 2,780,000 Total $5,410,000 City of Denton System Revenue Refunding Bonds Series 2002A Principal Amount Maturity Date Outstanding 12/01/2013 $2,870,000 12/01/2014 3,035,000 12/01/2015 3,210,000 12/01/2016 3,385,000 12/01/2017 3,5 80,000 12/01/2018 3,780,000 12/01/2019 3,995,000 12/01/2020 4,210,000 12/01/2021 4,435,000 Total $32,500,000 City of Denton Certificates of Obligation Series 2001 Principal Amount Maturity Date Outstanding 2/15/2011 $590,000 2/15/2012 265,000 2/15/2013 265,000 Total $1,120,000 City of Denton Certificates of Obligation Series 2002 Principal Amount Maturity Date Outstanding 2/15/2013 $420,000 2/15/2014 445,000 Total $865,000 City of Denton General Obligation Bonds Series 2001 Principal Amount Maturity Date Outstanding 2/15/2012 $710,000 2/15/2013 715,000 Total $1,425,000 City of Denton General Obligation Bonds Series 2002 Principal Amount Maturity Date Outstanding 2/15/2013 $605,000 2/15/2014 635,000 Total $1,240,000 EXHIBIT A NOTICE OF REDEMPTION NOTICE IS HEREBY GIVEN that the City of Denton, Texas has called for redemption the outstanding Certificates of Obligation and Bonds of the City described as follows: [City of Denton Utility System Revenue Bonds, Series dated scheduled to mature on December 1, through December 1, , aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after December 1, Call date: ; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof.] [City of Denton General Obligation Bonds, Series , dated scheduled to mature on February 15, through February 15, , aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after February 15, Call date: ; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank ofNew York Mellon Trust Company, N.A., only upon presentation by the owner thereof.] [City of Denton Certificates of Obligation, Series , dated , scheduled to mature on February 15, through February 15, , aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after February 15, Call date: ; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mel Ion Trust Company, N.A., only upon presentation by the owner thereof.] If moneys sufficient for the payment of such redemption price are held by or on behalf of the paying agent, the described Bonds shall become due and payable on the redemption date specified, and the interest thereon shall cease to accrue from and after the redemption date. In compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain payments due on debt securities may be obligated to deduct and withhold 30 percent of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of the withholding of tax, such payees should submit a taxpayer identification number when surrendering the bonds for redemption. NOTICE IS FURTHER GIVEN that all Bonds should be submitted to the following address: The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, N.A.) 2001 Bryan Street, 10th Floor Dallas, Texas 75201 Attn: Dated: 12010 By: The Bank of New York Mellon Trust Company, National Association This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: Economic Development CM: George C. Campbell SUBJECT Consider appointing a nominating committee to recommend appointees to serve on the Economic Development Partnership Board. BACKGROUND Economic Development Partnership Board (EDPB) members serve two-year terms and may serve as many as three terms. The ordinance requires that the City Council appoint three persons to serve as a nominating committee, to include two City Council members and one person who is a member of the Chamber of Commerce. The nominating committee will solicit recommendations from the Chamber Board of Directors as to potential nominees for the Chamber positions on the EDP Board. The committee is asked to confirm with each potential nominee his/her willingness to serve. The nominating committee then makes its final recommendation to the City Council for appointment to the EDP Board. The ordinance provides that EDPB members must fall into specific categories when they are originally appointed to the Board, i.e., City Council member, Chamber of Commerce Board of Directors member, Top Twenty Taxpayer and the President of the University of North Texas, or his designee. City Council members and Chamber of Commerce Board members may be reappointed to two additional consecutive terms even if they no longer serve on the City Council or Chamber Board. The following four EDPB members' places are up for reappointment or replacement: EDP Board Member Category Eligibility for Reappointment Mark Burroughs City Council Eligible for 2" term Caleb O'Rear To Twenty Taxpayer Eligible for I't full term* Marty Rivers Chamber of Commerce Board Eligible for 3` term Gretchen Bataille** President of UNT/Designee No longer eligible *Caleb O'Rear served the last year of previous Board member, Stan Morton's term. He is eligible for three full terms. "The Council will consider appointing Dr. Lane Rawlins to fill the UNT position on another item of this agenda. If approved, the nominating committee would not need to provide a nomination for the UNT place for the EDPB Board. - I - Other members currently serving on the EDP Board (and the expiration date of their current terms) are: EDP Board Current Term Eligibility for Member Category Expires Reappointment Virgil Strange Chamber of Commerce '?011 Eligible for 2n term 1 st Term Dalton Gregory City Council 2011 Eligible for 2n Term l't Term Denny Aldridge Top Twenty Taxpayer 2011 Eligible for 3` Term 2nd Term The City Manager, George Campbell, and President of the Chamber of Commerce, Chuck Carpenter, serve as ex-officio members and have no defined terms of service. ESTIMATED SCHEDULE OF PROJECT The Nominating Committee is asked to report on their recommendations at the July 20't meeting. Assuming that schedule is met, the Council may also vote on the appointments at that time. EXHIBITS EDPB Ordinance Respectfully submitted: J ZY'l Linda Ratliff, Director Economic Development Department -2- L C11 LtI I. OF Tlll-: ('IIY i)F DV, T{:)N, I` 1 l; T-LISIg1JC, ~.?v ECONOMIC D1,VFLOPN1Fti'.N F',- RTNf:RSHIP BOAR-F); A1ND P1:OVIDl~:Cs FlLFEC'TIVE DAIF. ~Vl iLRE,A,, the Cit'~ Council ()I, iv }1~ -D alti~ll, I'~ ~.~1 Il~sw r ~,i~:rrll_in~~I thtit it iw hC11 C.1kil Lind in the public ~lit~r~°st to C!."t~,ihlish, ; Ali Lcm-l nnie. I)ev lepirlent pallvu~ ,rs1rip _l . ~o1~ t-, - _ i.. _ aiti~mcc: ~ tfic I'.fW Le~ari3 it~1 pi-rl~;-ids,: cc<,Ir1ti~nlic iic~•velohrnl,~nt l T1-19 RI FF(')RF; F>L T{) CFXAS liF.RBY ORDI Ai 5: TIIF t:'OL:(~C1L OF' 11TI -'lf[ ` OF F.(= l il? 1. >E+indillos. 7ol~Ited Into t l lit' ~tIlldnl~'~, Gt,;ltall~e~,l 111 111,2 prh'~:lT1I,llC (d tlns t)1-dlnmc~ are Two, 111..;d~' o iIiis Ord'[MIMCC, I_CTLC l'he- Code Of Or~:h11 11ic. s cal, Ill., City s.~i` l ellt~~ll i 11crca]rlcn.dcd to Lidd .,\ruc-le Ix of Chapt.cr to red as fo lcm s: ,<~RT CLF, IX. FCONO)Ir~II DEN t,J,OP'.\j=11,N,r p-~R]"Nfl-RSHIP BOARD See. 2-251. Creation.'NICIIII)ers. Q11"I ilieations, 1111(1 1'errnrc. A. There is llcrubN created z CitY o Dcslton boz-lyd emi_tlo-ij the Denton F-conom1C. Devc:lopnlelit. Paris cr- blp Bo-li1d Wic: "loo urd"l. The Board shall comsist of CV('11 nlcmbers- The l uc u,d mcrilbers sliail 11C appoirstcd for tvwo year terms c,kcept that 1:otlr nltrrll)ers sll~~ll onh; ~r~ c a 1111 t . 11- term for their Lust 1 trm. 1'he11 Itter tn rrlen hers , s:Imll be 1ppomtod I-Or a mo-vc:ar term in tllc cten immbered vei s and thi,cc. 1-11CII-fibers sh.111 bi <rpl~outt°ci tell' tl ic:r:11 In die od(I iiumhercd vc-,rs. No member ,sdhsll serve rlnore than thrvc cons:-,cwn C tc~rrr c~ s~~.pt Cor tllti Prcsid;2iit Oi 01-. Ul,1vCr5ity Of""T )rdh V ckrlti ("t-N F)or his d s1:_ncc- ""ho 11"Iv sev" : t lllimited tcrili . B, The Beard rncnibcrs s:lla11 be. ~,Ippointcd b; the City Council 111d shall scr ve at the; Cit"', Councils pleasure, To aid the City Council In n1akillt; appointuicrtts to the Board the C'i~ ' Ci}urlC11 v~ill appoint o CON, Council s1unnbc•rs and ime: C'ham cr of Comnl rc , i` C11~1t;Ehcl'~1 mcnibc-t- to 'n't as ~a nalnillatin~r C011111-littcc (t11c "Cou1 mittec.,') Tl;e ConirnllLt,,.e meml).rs ;irc quah11Cd ten ~iupointln~l t to 0-10 W)Innl. -1 lie C M1, M mlucr } ] ;11111~i;`.' «'lli i:l-~,C <i~ IiI l;(iC 110n- +1i1T1 111 111b~'r5 fit 111 ,Evil. l'r cldcrit Iill(, 0--nil?mttoo. lie C 6?lll.l'111i1-~:~ will `io lc1t nC)n11r1:ltli."118_ COED-[ct Iiorm.n us To rcklto dutlts and rc°~sPonsililities a;ld to con im-1 ~~.i![;t1~~ne~,s to er~~c:. Pie Board will solicit 1-CCOMMendatio,us, tlrc}lrr the, Cllanlber Board of Dircctorw and thin President o1 L 1`x'1 . Alter o~~altbatirl p the re..ornlri ;nded nominees tilt C`c~nlinlttcc to s11c (-ty Cclt-tl1c11 a slate of Board nor[I11rc"s for C11V `onrlcll r opro~'al. C oaf .vitilstandlnn am, jll~j ~.;ontaiil ~I ilea^in to the coEttr~>>y the n-icrnbcl~slli_l) 111111" -Up of tilt t oar~1 s~11a11 co1~s.ist of the fullow :nellilcrs at 111t2 3a i C_ ?an::il Inerlhc~rs Llt the. { „ ~a rl : mibe t\ t'ni': ~~1f lllill' a-1)p[11il~,lll'~l t to their oni:,inal lcria1, Tl-,:%- 111a`d !;crvc OUt "I'll thl-ce tetllls, vcn ll thc'!, ;are no lolwcr mcnlbers. ()I tlc 01-v C"olllicil after the on'Lnllial appoJlllnll:Ilt as long las the cont11 iml-1sly 7C l-eslilcilts of tl,c ~ci"F'C tlil'atliT.ll011t tl)( tlrlce tcri'll". They ]Must. 1. C1tV c, Dclif"oll_ i Two mcmh ?-s of thc- fBol-xd shall be mcni1 ers of i_lic Challibor I3~f?1d Of ~1lrecI- ( Ti31Il}>CI` BIl-d ;it t'1C Li11-IC t?laIr apr i 11':i113e1it to tlil:u' ~,rl _11aa1 1~111'_. I hc_, 171 lv Sclve otlt <all thr-C , ~lall~iher Board terr,lz:. even if' they ~lrc 110 1+anLier nlLll,bcl-s Of r Ole ~ 7' tller the o iP_1!]al a;7fJClilltrl7illt a1; 10111 t1.5 1h~3~COW11l1.10I)Sly m-ve tilt-011 ilullt OIC 1bla(3 te.rrils. flic"' :1111st reside oi- ~vork in the City of Dctiton, Vhl2 (_'ilarilbcr 13oL1rti teill lecosrullend the t%wo nominces fclr consld":rLltioll b" dic. (_oltmlittcc nlnd ap"IrovL11 by the City Council. TV O 111c"llhcrs will, he, u'l he clrial~~•,~~d hy. La lop tv;cn;y Celt, tl;. T 1L.ilton ad valo,rcl"i"i or S'11C~; t 1X S1-1C11 111 1-111c1~s llllsst r C'SI& or 01-1, ,ri the City of Dc':illon, 011 111c11Iher -~vlll be 01,U > iesic3cm o ' l_1NT or ti- 11.x''1 i~.ctllt~~ or ;tLtfi 1 cwber dcsI n'lilt cd I)v file PresidcTit. ` nch memllcr nce-d not '~,?dc i11 ill(: ("itt` ol, f)+ n$4311 Ltll(_l IS r'al r'c'Mrict"'d to 01C tl'1T G 1aCM1 lirnit;. Hc)-, c%vcr, st,lclh rlclllhll 11-iu t tea LippointEd bV the Otv Council far eLacll term. D. The r3ol lyd shall c1cet its cllairpcr,on Lind vIcc.--cliallllersoll it ml alrlmpl, its ni :nlllel s ~ 0h! sll.all sc:r~°e far ally i c~?r t1 rnl~ or ulitil his or bea stlc~ ew7llr is elc°cted or qu;alifled. Thc Bonrd ni,io~ renlot-e. .,lid rc-cicct a c1.lairpcr o~l or vIcc-cbalillerson at alivIlme Vith eon el fvm'lltll C_`'F'WC of,-it h t fl Ac inc mb,,~-s' L. 'tile Denton ~~it.~ hlills~er and the t''1tI1.1L r I're,i.le11t slwll be ex-of_lic' ~ 1rlcmhl :trs of tile: 11, oard. F t'oard members shall sevve wilhow. conlpernsation_ Board nlcnibers may lie allo"ved o11t-of-poc. (21 CxpLlls s, for acu iticS pcrf{.)died iii 11irflici-ance of-their duties to th" Baard. SUCK 111Ust hC pre-,aptlr;at~C:ld by the City ltlana-Lcr if paid for t_ilit oi, l''ity fi.11 d', or tl-ic t_`i,.;lr,lliGr 1'1 sid:;nt 1 Cp;lid f:)r otil of C1 1,iI-I]hcr liti;t w. l',1L,c 2 Sec.2-352. NtCeti 11gs. The. I-3c~til~I ail; 11 t CCL (.)ti ~i r ~,~l~Iar bas's alld m) less shall ail ,I cItmrterlv basis. M0111111",- llleetirl~,:w ,u c ctlcor,l ,Wed- I_-he. C1l,lirpCr5u;l, vice-dlairI)CI-S 11l or my three. Bo',ird Iha717~~e]" llla" ball ar" T "`Ular of spccl~~I.Ili,~'tang- N011t o the. T]`ce"I ;ti sh"A11 b po,,tcd 117 (t ci)Il(111tiCd En LiCe`~~1rd,lCl~:e With th:r -ctiu 5 ki`:'o'. 1~~,111r llap'~cl X17 1{- l tl?lbw-rS "ho t nlV't_1'llillt'1n Cod C.- Ll 71e]1Clefl. A l111jo1'li! of the qualll led I J 7l.' t tb Bo,lyd. shall coll311t11tc ci quort.u ll to]- Ol t! ilni dm ti.C?ll. of bi.l, l!,1I <91. all j 1l1eet)M' (A the. Boaard, l he ac! of a 1najon'ty of the clu.,1101ed `'oh,~M! lt.elrln;rs of ffic. Board pres;ent at ,l. m~ctitl~ attidlicl] a quorLMl is prescrtt shall be the -act of thc. hoard. Sec. 7-253. Rules of Procedure. The Board shall aclo;~t miler, of p cc'dul c go" c'l-mlig 111c. oncration of- the Board 111c,~~ r ] tt tlsl. S 1.i lull C1i { `iCoI ,cil I u!ew ~.sf F'l~:~c~lillre isL_.n ar as it 1~; r11o.~;C~,~ ~ ~ _ _ possib!e. `sec. 2-254. Duties and Responsibilities of the Board. ! hc. role of the hoard is to provide ccorwrnll (In cloplllclll policy ~auidmic:e. The. [;c1at°d nlat lrlal:l_• recolluv wrtd:.ltiolls tO th( Cite- (_'OUlWi) : 1d C 11111)i t'. The hoards 4hr(ies illcludc: The heard -1vlifl 111)111emcat D. 1,11tcml"s Fc~)l orillc Dc -1i.1pmellt Aciioll 1111n =.'liicl7 includ4s the 8111111Ctllent,.llion of specific ploiects. The Board niaW Crellte conllll _1titCS or t.'Ltsk t_ISrC S collsislin", of i3o,lyd 111cillhcrs and/or nolY- Bcl,trd tll::t1111ecs Lo assist witii the ilalp!ctllealtation ofproj cts or activitlc:5. ('-on-ltltirlec,task force. cll.,irpersutls sl7'Ltll he appointed b v the Board and v.ill s rvc- a the ;1le-ism, of thy:: Board. f3. 111e l;~,ard fl L)e. respor!~ ihlc. l'-w 41C.s- ~llima econotlli, d ~~elc4,1r1 It Incentive pohulcs all(1 l-c,c 0]111nend111''C. Illose pollcics to t11M` Cit`'. oun(ll ,clr ;1doptiotl. The c polio 1c-4 may €ncludc to t~t~,tG411C11t Chapter 0 l~!CC llll•t7tti, Infi111MIRIJthlc alSl`jteancc, c,tC. Ohl 111A-111" aw rc-clonnllen(hi.ions the Board shall comply with applicable law. It hu !lie B1~,1:rd'y resha-flnsihility to r eiew pollclc°~-; of other cities cmd to be ilforrrlcd ti5 to lw !?lslatly sal lllr' ' llfl Mill ' QAtclt mid loc a.l lnccl i1\ pro !1'1171`z. C. 1 he l"clod simll 3C1 as the r~.C ~llal.el7.(1111~' bode to *17e OW (_'OL111Citl 1:?r specific proic.ct cconlomic developnICT-1t 1l1celltM,,S ,1111h0l-lZCd bV IoM, itlcll.ldil,.q V~ ithmlt hllli?1aion tax ~tbatelncnts ,xd 111celltives altlhorizud ulld,21- Chapter 3112 of th l tlx (--,ode, ec011olnic (lc-~~~clolllnc 1t a~,recanellt allthori?e(1 t;t7der % h,illr _O art the I.(rc.;] a: Ttlverll:7lc.rtt Code, alltl ptlhlic- ~f the illlrlrl~~.'c111e~,1t d ;n-lc;ts llllttlll-tier 4 C;o~ ern11m)l (--odc. 11(, ,c;cr. ntiLit} i1Ic(`Iltivcs baI ,ed on thresholds, ,Lech as lhz I'.l(- n-)c; T_Ttilit-, I IIdu stI ia! ck?l~Inl~l?t PId(_1- and file iat.ka"•'~~ LkSt~.:'~L l"~.L'.r' P Lan I~PIC 1.,Insloll. 111"1' k", 111L1d3 ithQLlt la)ayd Iw1C`1' OT 1'C;CO1111;1C1Idatil)ll. NO j 1111°`[ he,l"C.lI1 s11,dt Ile: COl1St1"Lied Sn as to i1rv:I116;_1te t,ri eco11 11Iic dc. ell-lplncnt incenw, c. a.rliorizcd by lh,, {'ity Council or ("harnlacr fiat dal not _1e~°cive a recot1 mernd,ati nl from the Board. D TiI.- Bom-(' ,,v'III I-L°% le al:Id I-ccollll em:: hotii he ( liv ;end Ch irllher annual ~'Onon11C ~1C~t1Cll-~Ellellt I71t1~ cis T1 csc ri:col]lMlclILIa"Iol- `"11I be 1?lad to Ile t-~lt NI<11)1!"c Ind Chan bcr prof ,d:llt ~ )I- klclus'on 111 tlil' ov(_ral.l Glt~ ~llld (1lal111cr Ll{,s.cts. E. 'I lie Board "vill review 1-nd rcclrtnlnend the annual work plates fllr the City 3rnd C"hatrther ccoltorixir_ d'-velopnic ]t progran-Is. %Nork }Hans must he C.011SISte1?I'Filhth":1I)III-M1I,L;dtM She TION. i. t h,l, ordinallc lll''1"CCIS~~ „1.1's 117 ~`~1`ItU1 III ln'r (_ItC f1I;_ inatic deal is c-'onllict ,vim tills C~1(llnall(~e Muludim , llhonl InnltltlC,n scctlo5n 2--1`31 of ihc. (.odc of Ordilmlices of 111C City of t)clltwn. SEC'TI(N 4- Jl:,e Lct''11omic Ucvelc;l n1~4~1tt PIrtncrslllp Board replaces the joll'It C~~tnnlittee 011 _ 1+;:1t~'rhent (thy" Jiiint itte~ ;Jnd sh.;all userclsc all ofthe ri~lw (hltlc'S of the 1o111t )II-mliticc. Fh1 Joint Con1t11im c- is Ilcrcbv dl+tiolicd to be. al-16 CifCCt1V h-0111 'Md atier 1l':e :r~Il ',-311it111elIt of th, L?oJrd 1';~ 111 ~ti:I. mcl il1Gv "irc cl-,mhIIcd to see"~,`c Ili "1. 11 eti~~r late" 1 Leis. shall Iu1t t.1i,xi the % Lilidt~~ tl, Plil`, a~:1on -ta~ell 1)v the, t Jui11t (-'rlln;~itl<<Le prior to file ~:-fsccri~,:,: I-', IC)5.. This ordill~mce sh;dl l)eci r Ic efl-cctive immudiately 11poll its t11'd approval. l ! . p SF,D A11 LD A1111RC)V11) t}u III ~ ~f? day o 00 EI)LINE 13ROCK, -.A1A 0R. AT1=;.-'T: JENNIFER `E' LI,I'ERS, (111 Y Sly(.. RIETARY 1 ~ ~ r IT f YIPR0 I'D It)LE, EA~I-ORNI: NTR4 T~I'7 _E'UI .t 'ITTOW\LY G~ BY: AGENDA INFORMATION SHEET AGENDA DATE: June 15, 2010 DEPARTMENT: City Manager's Office CM: George Campbell, City Manager SUBJECT Consider appointments to Council committees. BACKGROUND Council discussed appointments to Council committees during the Work Session on June 8, 2010. Attached is the revised list of assignments for Council consideration. If you require any further information, please let me know. Respectfully submitted: Jennifer Walters City Secretary S:ACity Secretar)ABoards & Con MAlS for Council Coumnittees-IC.doc COUNCIL COMMITTEE ASSIGNMENTS COMMITTEE MEMBERS Agenda Burroughs Kamp Audit/Finance King Watts Burroughs Council Appointee Performance Review Engelbrecht Heggins Burroughs Mobility Kamp Burroughs Gregory Environment Watts Kamp Gregory Ethics Engelbrecht Heggins Gregory Hotel Occupancy Tax Gregory Watts Kamp EXTERNAL Community Justice Heggins Convention and Visitors Bureau Kamp Heggins Kin Dallas Regional Mobility Coalition Kamp Lake Ray Roberts P&Z Engelbrecht North Texas Commission Burroughs Regional Transportation Council Kamp Tarrant Regional Transportation Gregory Coalition Texas Municipal Power Agency Watts AD HOC Development Code Review King Burroughs En elbrecht Property Maintenance Code Committee Heggins Watts King -1 HANDOUT TO COUNCIL ~ ~ 5 ( p AGENDA PUBLIC UTILITIES BOARD June 14, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into a closed meeting on Monday, June 14, 2010 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901-A Texas Street, Denton, Texas to consider the following specific agenda items listed below: OPEN MEETING: CONSENT AGENDA: Approval of the Consent Agenda authorizes the Assistant City Manager of Utilities, or his designee, to implement each item in accordance with the staff recommendations. The Public Utilities Board has received background information, staff's recommendations, and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders or other matters to be brought before the Public Utilities Board to be considered and approved for payment or other action under Consent Agenda Items. Detailed information is attached to each Consent Agenda item. This listing is provided on the Consent Agenda to allow Public Utilities Board Members to discuss or withdraw an item prior to approval of the Consent Agenda. If the item is pulled from consideration for separate discussion, prior to its consideration, such item will be considered as the first item(s) taken up under the "Items for Individual Consideration" section of the agenda, set forth below. The remaining Consent Agenda Items will be approved with one motion, a second, and by a majority vote of the Public Utilities Board Members who are present. 1) Consider a recommendation of approval of an Underground Pipeline Easement between the City of Denton, Texas, as grantor and EnCana Oil & Gas (USA) Inc., a Delaware Consent corporation, as grantee, regarding a 0.04 acre tract of land located in Lot 1, Block 1 of the Item - 3X Robson Ranch Water Reclamation Plant addition, recorded in Cabinet R, Page 365, Plat Records, Denton County, Texas and being in the~T & P.R.R Survey, Abstract No. 1301, in the City of Denton, Denton County, Texas; and providing an effective date. 2) Consider a recommendation of approval of an Encroachment agreement between the City of Consent Denton, as grantor and HTA-Denton, LLC., a Delaware limited liability company, as grantee, Item - 3W regarding a 7.3 square foot tract of land that encroaches into a 20 foot Public Utility and Sidewalk easement; said Public Utility and Sidewalk Easement being dedicated as a part of the Rehab Hospital addition, recorded in cabinet'x, pages 929 and 930, plat records, Denton county, Texas and being in the E. Puchalski survey, abstract no. 996, City of Denton, Denton County, Texas; providing an effective date. 3) Consider a recommendation of an adoption of an! Ordinance of the City of Denton, Texas Consent authorizing the City Manager or his designee to execute a Real Estate Contract Of Sale Item - 3T i I I i Public Utilities Board Agenda , June 14, 2010 Page 2 of 2 f between the City of Denton and Odis Fuller, Jr. land any other documents necessary to acquire two tracts, one being approximately 0.377 acre of land, the other being approximately 0.049 acre of land, both located in the William Loving Survey, Abstract Number 759, City and County of Denton Texas; authorizing the expenditure of funds therefore; and providing an effective date. (Eagl'e Drive Drainage Project - Phase I). 4) Consider a recommendation of an adoption of an Ordinance of the City of Denton, Texas authorizing the City Manager or his designee to 'execute a Release and Settlement Agreement Consnt Iteme 3U and a Temporary Lease Agreement between the~City of Denton and Denton Bible Church regarding two acquisition tracts, one being approximately 0.377 acre of land, the other being approximately 0.049 acre of land, both located in the William Loving Survey, Abstract Number 759, City and County of Denton Texas; authorizing the expenditure of funds therefore; and providing an effective date. (Eagle Drive Drainage Project - Phase I). 9) Consider approval of the filing of a project appl'i'cation with the North Central Texas Council of Governments for a Regional Solid Waste Program - Local Implementation Project, Food Consent Waste Composting Project in the amount of $60;200 for the development of an Item - 3S implementation model for a community food waste composting. l i I i I I Board Member Robinson moved to approve with a second from Board Member Cheek. The motion was approved by a 4-0 vote. i i i i i i I i I I 4 i ' I i