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February 3, 2004 Agenda
AGENDA CITY OF DENTON CITY COUNCIL February 3, 2004 After determining that a quorum is presem, the City Council of the City of DeNon, Texas will convene in a Work Session on Tuesday, February 3, 2004 at 4:00 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: Requests for clarification of consent agenda items listed on the consent agenda for today's City Council regular meeting of February 3, 2004. 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 Governmem Code, as amended, as set forth below. 1. Closed Meeting: Consultation with the City Attorney - Under TEXAS GOVERNMENT CODE Section 551.071. Receive a presemation, discuss, and consider the two (2) City of DeNon impact fee appeal claims of the Denton Independent School District filed on December 10, 2003 pertaining to the Teasley Lane High School Project and the C.H. Collins Athletic Complex Project; consider the legal position of the City regarding the appeals by conducting a consultation with the City's attorneys in order to obtain the advice and recommendations of the City's attorneys concerning these appeals and related issues, where to discuss such issues and matters in a public meeting would conflict with the attorneys' duties and professional responsibilities to their client, the DeNon City Council, under the Texas Disciplinary Rules of Professional Conduct. B. Personnel Matters - Under TEXAS GOVERNMENT CODE Section 551.074. Evaluation of Municipal Judge Evaluation of City Attorney Evaluation of City Manager 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. GOV'T. CODE, §§551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA City of DeNon City Council Agenda February 3, 2004 Page 2 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 Demon City Council on Tuesday, February 3, 2004 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: 1. PLEDGE OF ALLEGIANCE U.S. Flag Texas Flag "Honor the Texas Flag -- i pledge allegiance to thee, Texas, one and indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards B. Recognition of staff accomplishments 3. CITIZENS REPORTS Receive citizen reports from the following: 1. John Skelton regarding water meters and impact fees. 2. Dessie Goodson regarding competency. 3. Chris Williams regarding Ordinance 2003-266 and the utility billing cycle imposed by that ordinance. 4. Carolyn Phillips regarding the Demon Housing Authority board. 5. Irene Burk regarding the Demon Housing Authority. 4. 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 Consem 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. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consem Agenda (Agenda items A-N). This listing is provided on the Consem Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consem Agenda. if no items are pulled, Consem Agenda items A-N below will be approved with one motion, if items are pulled for separate discussion, they will be considered as the first items following approval of the Consent Agenda. A. Consider approval of the minutes of January 6, 2004 and January 13, 2004. City of Demon City Council Agenda February 3, 2004 Page 3 Consider approval of a resolution authorizing the participation by the City Attorney in an amici curiae brief to be filed by a number of home rule cities in support of the argumem by the City of irving, Texas, in the appeal pending in the Fifth District Court of Appeals styled City of Irving v. Inform Construction, Inc., and providing an effective date. Consider adoption of an ordinance repealing Ordinance No. 2000-429 and authorizing Assignment Pay for Fire Department employees in the classification of Battalion Chief who perform the specialized duties of Training Chief and Emergency Medical Services Chief, Battalion Chief- information Services Manager, and Captain-Logistics/Maintenance Officer who are assigned to perform assigned functions on a forty-hour work week in the Fire Departmem and providing an effective date. Consider adoption of an ordinance of the City of Demon, Texas authorizing the City Manager to execute on behalf of the City of Demon an Airport Project Participation Agreement with the Texas Department of Transportation relating to the purchase and installation of airport radio equipment at the Denton Municipal Airport; authorizing and directing the City Manager or his designee to execute documems on behalf of the City of Demon in order to implemem the project; and providing an effective date. Consider adoption of an ordinance of the City of Demon authorizing the City Manager, or his designee, to execute on behalf of the City of Demon an acceptance of an offer from the Texas Department of Transportation relating to a grant for routine Airport Maintenance Program; authorizing the City Manager to expend funds provided for in the gram program; and declaring an effective date (TxDOT) Project No.: AM2004DNTON; and TxDOT C SJ No.: M418DNTON). Consider approval of tax refunds for the following property taxes: Tax Name Reason Amount Year F~a ~a~ 200 $ 026 2. Amplicon Financial DCAD Supplememal 2002 932.14 Change 4. Roberson, Linwood & Eula Duplicate Paymem 2001 670.59 Refund ~ ~ Fa~g~ ~a~cia~ ~nt R~a ~003 3 0 Consider approval of a resolution reviewing and adopting the investment policy for funds for the City of Demon; designating an investmem officer; providing a savings and repealing clause; and providing an effective date. Consider adoption of an ordinance authorizing the purchase of fitness equipmem for North Lakes Recreation Center from Bodyworks Fitness; providing for the expenditure of funds therefor; and providing an effective date (Bid 3124 - Lease/Purchase of Fitness Equipment-North Lakes in the amount of $12,876.78 per year for a three year total of $38,630.34). City of DeNon City Council Agenda February 3, 2004 Page 4 Consider adoption of an ordinance authorizing the City Manager or his designee to execute a professional services agreement with EMS Biocare Medical Control of Methodist Dallas Medical Cemer to provide medical comrol and cominuing education services in support of the City of Denton Fire Department; authorizing the expenditure of funds therefor and providing an effective date (RFP 3061 - in an amoum not to exceed $66,000). Jo Consider adoption of an ordinance authorizing the City Manager or his designee to execute a professional services agreement with Alan Plummer Associates, Inc. to perform an odor survey and air dispersion modeling of City owned facilities; authorizing the expenditure of funds therefor and providing an effective date (RFP 3117 - in an amoum not to exceed $116,330). Ko Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of sidewalks for McKinney Street; providing for the expenditure of funds therefor; and providing an effective date (Bid 3119 - McKinney Street Sidewalks awarded to Quantum Comracting, Inc. in the amoum of $70,628). Lo Consider adoption of an ordinance of the City Council of the City of Denton designating a depository for City funds for a term beginning March 1, 2004 and ending February 28, 2006; authorizing the Mayor to execute a Depository Contract with Bank One as the primary depositary; authorizing the City Manager and other City employees to transact business with the depository; and providing for an effective date. Mo Consider adoption of an ordinance accepting competitive bids and awarding a contract for the purchase of an automated meter reading system for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (Bid 3122 - Automated Meter Reading System awarded to the lowest responsible bidder for each item for a total estimated amoum of $84,000). No Consider adoption of an ordinance amending Ordinance No. 2002-018, No. 2004- 014 and Section 2-29 of the City Code relating to the Rules of Procedure to clarify Section 6.4c (2-29(f)(4)c) "Presemation By Citizens and Section 6.5 (2- 29(f)(5)) "Time Limits"; providing a savings clause; and providing an effective date. 5. PUBLIC HEARINGS mo Hold a public hearing to consider amending the Mobility Plan Componem of The Denton Plan to revise the location of Lakeview Blvd and to change the classifications of various streets. After the conclusion of the public hearing, the City Council will consider the adoption of one of the following ordinances: An ordinance amending the Mobility Plan componem of the DeNon Plan to revise the location of Lakeview Blvd, to change the classifications of Trinity Road between Mills Road and FM 426 to a collector street, Route No. 1 of Lakeview Blvd as shown on the currem Mobility Plan between Mills Road and FM 426 to a collector street, and FM 426 between City of DeNon City Council Agenda February 3, 2004 Page 5 proposed Route No.5 of Lakeview Blvd and the intersection of current Route No.1 of Lakeview Blvd. to a secondary arterial; and providing an effective date. The Planning & Zoning Commission recommends approval (5-2). An ordinance amending the Mobility Plan componem of the DeNon Plan to revise the location of Lakeview Blvd; to change the classification of Trinity Road between Mills Road and FM 426 to a collector street, change Route No. 1 of Lakeview Blvd between Mills Road and FM 426 to a collector, change FM 426 between proposed Route No. 4 of Lakeview Blvd. and Route No. 1 of Lakeview Blvd. to a secondary arterial, change Lakeview Blvd. between proposed Route No. 4 and Edwards Road to a collector, change Edwards Road between Swisher Road and existing Lakeview Blvd. to a collector, and change Swisher Road between Pockrus Page Road and Edwards Road to a local street; and providing an effective date. Bo Hold a public hearing and consider adoption of an ordinance regarding a Specific Use Permit for an automotive servicing and repair shop. The approximately 0.95 acre property is in a Dowmown Commercial General (DC-G) zoning district and is generally located on the south side of McKinney Street approximately 300 feet east of Frame Street. The Planning and Zoning Commission recommends approval (7-0) with conditions. (Z03-0029, A&A Motors) Co Hold a public hearing and consider adoption of an ordinance regarding the rezoning of approximately 6.6 acres from Neighborhood Residemial 2 (NR-2) zoning district to Neighborhood Residemial 4 (NR-4) zoning district. The property is located approximately 350 feet south of Paisley Street, between Audra Lane and Mack Drive. Applicam proposes single-family uses. The Planning and Zoning Commission recommends approval (6-1). (Z03-0030, Laurel Oaks DevelopmenO Do Hold a public hearing and consider adoption of an ordinance concerning the rezoning of approximately 4 acres from a Neighborhood Residemial 4 (NR-4) zoning district to a Neighborhood Residemial 6 (NR-6) zoning district. The property, commonly known as 305 and 321 Mockingbird Lane, is generally located at the intersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane. Detach single-family units are proposed. The Planning and Zoning Commission recommends approval (6-1). (Z03-0022, Oriole CourO mo Hold a public hearing and consider adoption of an ordinance concerning the rezoning of approximately 3.9 acres from a Neighborhood Residemial 4 (NR-4) zoning district to a Neighborhood Residemial 6 (NR-6) zoning district. The property, commonly known as 406, 408, 410, and 414 Mockingbird Lane, is generally located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane. Detached and attached single-family units are proposed. The Planning and Zoning Commission recommends denial (6-1). (Z03-0023, Nevada CourO City of Demon City Council Agenda February 3, 2004 Page 6 6. ITEMS FOR INDIVIDUAL CONSIDERATION mo Consider adoption of an ordinance of the City Council of the City of Demon, Texas relating to the appeal of the Denton Independent School District regarding the Teasley Lane High School, brought pursuam to §26-226 of City of Demon Ordinance No. 2003-137, involving the imposition of impact fees; and providing for an effective date. Bo Consider adoption of an ordinance of the City Council of the City of Demon, Texas relating to the appeal of the Denton Independent School District regarding the C.H. Collins Athletic Complex, brought pursuam to §26-226 of City of Demon Ordinance No. 2003-137, involving the imposition of impact fees; and providing for an effective date. Co New Business This item provides a section for Council Members to suggest items for future agendas or to request information from the City Manager. Do Items from the City Manager 1. Notification of upcoming meetings and/or conferences 2. Clarification of items on the agenda mo Possible Cominuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. Fo 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 Demon, Texas, on the day of ,2004 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. CITY OF DENTON CITY COUNCIL MINUTES January 6, 2004 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, January 6, 2004 at 4:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Brock; Mayor Pro Tem Burroughs; Council Members Kamp, McNeill, Montgomery, and Thomson. ABSENT: Council Member Redmon 1. The Council received a report, held a discussion and gave staff direction regarding proposed amendments to Sub-chapter 22 (Gas Well Drilling and Production) of the Development Code. (SI03-0024, Gas Well Amendments) Larry Reichhart, Assistant Director of Planning and Development, reviewed the specifics of the current regulations dealing with gas well development. He stated that a major issue from the gas well developers dealt with the requirement of a specific use permit. There was also an issue of water quality that was at a near impasse with the Planning and Zoning Commission. The Commission had requested that the Council consider hiring an outside source to review the proposed regulations to make sure they were stringent enough to protect water quality and the environment. The Commission would use these proposals as guidelines during the interim until the new regulations were approved. No gas wells would be approved in the floodway and the floodway fringe was being considered. The existing regulations also had no inspection regulations. Environmental monitoring and screening would be additional requirements included in the ordinance. A clarification of definitions would also be incorporated into the new ordinance for better interpretation of terms. Council Member Redmon arrived at the meeting. Council discussion included the following points: · If part of the purpose of the new regulations was to protect the watershed and water supply, were gas wells compatible with the floodway fringe? · Have the proposed regulations gone far enough to protect the watershed and water supply? · The proposed fees would cover the inspection and monitoring requirements. · Once a well was complete, the level of monitoring would be reduced. · City engineers and gas well developers had provided positive evaluations of the proposal. · There was no real sense to hire outside engineers to look at the proposal again. · A consideration was needed for the temporary nature of this business. Bob Cates, Lynx Oil Company, stated that as a representative of the gas developers, he was in favor of the proposed ordinance. Consensus of the Council was to not hire a consultant and to encourage the Planning and Zoning Commission to move forward with the public hearing and ordinance so that Council could approve final passage of the ordinance and get it in place. City of DeNon City Council Minutes January 6, 2004 Page 2 2. Staff responded to requests for clarification of consent agenda items listed on the consent agenda for the regular meeting of January 6, 2004. Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific items listed below. 1. Council considered the following in Closed Meeting: mo Deliberations regarding real property - Under TEXAS GOVERNMENT CODE Section 551.072, and Consultation with Attorney - Under TEXAS GOVERNMENT CODE Section 551.071. Deliberated the potential purchase and/or value of real property interests for potemial sites which will support a fire station, public safety training facility, and neighborhood or regional park facilities including that following real property: tracts within The Vintage development, located southwest of the proposed intersection of Vintage Boulevard and Bonnie Brae Road, and adjacem tracts to the south bordered by Allred Road, a 94 acre site along the east side of Coumry Club Road and bounded on the south by Hickory Creek Road, and a 9.84 acre tract along the north side of Airport Road, west of and adjacent to a 41.629 acre tract to the City of DeNon recorded in Volume 516, Page 648 of the Deed Records of DeNon County, Texas; which acquisitions would be for a public purpose. Receive legal advice from the City Attorney or his staff concerning legal issues regarding the acquisition of such real property imerests. Bo Consultation with Attorney - Under TEXAS GOVERNMENT CODE Section 551.071. Discussed and considered legal issues concerning the Specific Use Permit and performance standard requiremems for gas wells in the floodplain, where to discuss these legal issues concerning the above stated matters with the attorneys in public 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 and would jeopardize the City's position in administrative proceedings or in potemial litigation. Co Deliberations regarding economic development negotiations - Under TEXAS GOVERNMENT CODE Section 551.087. Deliberated and discussed commercial or financial information received from a business prospect and offers of financial or other incentives to the business prospect for the purposes of economic development negotiations with Teasley Partners, a Limited Partnership, regarding the construction of a mixed-use developmem consisting of retail, commercial and residemial development generally located on the north side of 1-35E between Teasley Lane and Fort Worth Drive. City of DeNon City Council Minutes January 6, 2004 Page 3 Regular Meeting of the City of DeNon City Council on Tuesday, January 6, 2004 at 6:30 p.m. in the Council Chambers at City Hall. 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 Alex Pettit, Director of Technology Services, preseNed the Digital Cities Award to the Council. Mayor Brock read a letter from the Mayor of the City of LaMarque, Texas regarding the recent DeNon Ryan High School state championship football game. B. December Yard-of-the-MoNh Awards Mayor Brock preseNed the December Yard of the MoNh Awards to: Margaret and Bryan Scalf Bob and Cheryl Imsley Kirk and Cindy Simmons Paul and Janice Carr Water Smart Yard-Fox Electric C. Recognition of staff accomplishmeNs City Manager ConduffpreseNed staff accomplishmeNs to the Council. 3. CITIZENS REPORTS A. The Council received citizen reports from the following: 1. Dessie Goodson regarding constitutional rights and responsibility. Ms. Goodson made commeNs regarding Quaker Town and the evens that took place during the moving of homes to Quaker Town 70 years ago. She felt that the city had violated her constitutional rights during her last arrest. 4. CONSENT AGENDA Burroughs motioned, Thomson seconded to approve the ConseN Agenda and accompanying ordinances and resolutions. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", MoNgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. City of Demon City Council Minutes January 6, 2004 Page 4 A. Approved the minutes of November 18, 2003 and December 2, 2003. B. Approved a tax refund for the following property tax: Tax Name Reason Amount Year S~ art ~ C~l~fo~ Ov~av~nt 3 $3 8~ ~0 Co 2004-001 - An ordinance of the City of Demon, Texas, amending Ordinance No. 2003-280 prescribing the number of positions in each classification of Police Officer; prescribing the number of positions in each classification of Fire Fighter; providing a savings clause; providing a severability clause; and declaring an effective date. Do 2004-002 - An ordinance amending and superceding Ordinance No. 2002-408, declaring a public necessity exists and finding that public welfare and convenience requires the taking and acquiring an easement in an approximate 8.91 acre tract or parcel of land for electric utility purposes being a part of the M.T. Cole Tract described in deed recorded in Volume 249, Page 387 of the Deed Records of Demon County, Texas, said property being located in the B.B.B. and C.R.R. Survey, Abstract No. 176, Denton County, Texas, and an easement in an approximate 16.30 acre tract or parcel of land for electric utility purposes being a part of the M.T. Cole Tract described in deed recorded in Volume 249, page 387 of the Deed Records of Demon County, Texas, said property being located in the J. Kjelberg Survey Abstract No. 1610, the J. Bacon Survey Abstract No. 1540, the I. Hembrie Survey Abstract No. 594, the J. Dalton Survey Abstract No. 353, and the I. Byerly Survey Abstract No. 1458, Denton County, Texas; authorizing the City Manager or his designee to make an offer to purchase the property for just compensation and if such offer is refused, authorizing the City Attorney to institute the necessary proceedings in condemnation in order to acquire the property necessary for the public purpose of electric utility facilities and installation; declaring an effective date. (West Electric Project) mo R2004-001 A resolution of the City of Demon, Texas urging the Texas Transportation Commission to continue its strong and historic support for using Toll Credits in maintaining the existing system of public transportation in Texas; and providing an effective date. Fo 2004-003 - An ordinance of the City of Demon approving a License Agreemem between the Texas Municipal Power Agency ("TMPA"), and the City of Demon relating to the encroachment of an electrical line, a portion of right-of-way and a storm drain across an existing TMPA Easement as part of the North Pointe Phase 3 improvements, located within two tracts of land situated in the T. Toby Survey Abstract Number 1288, City of Denton, Denton County, Texas and being a portion of a called 102.9 acre tract of land described in the Deed to Nicosia & 77, L.P. recorded in Volume 5144 Page 1032 of the Deed Records of Denton County, Texas and also being a potion of a the remainder of Tract 1 described in the Deed to Locust / 288 Partners, Ltd., recorded by County Clerk File Number 99- City of DeNon City Council Minutes January 6, 2004 Page 5 R00025993 of the Real Property Records of DeNon County, Texas; and providing an effective date. Go 2004-004 - An ordinance accepting competitive bids and awarding an annual contract for the purchase of pad mounted distribution transformers for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (Bid 3101 - Pad MouNed Distribution Transformers awarded to the lowest responsible bidder for each item in the estimated amount of $2,500,000). Ho 2004-005 - An ordinance accepting competitive bids and awarding an annual contract for the purchase of pole-mounted distribution transformers; providing for the expenditure of funds therefor; and providing an effective date (Bid 3102 - Pole-Mounted Distribution Transformers awarded to the lowest responsible bidder for each item in the estimated amouN of $131,728). 2004-006 - An ordinance of the City of DeNon authorizing the City Manager or his designee to execute a purchase order with the Houston-Galveston Area Council of GovemmeNs (H-GAC) for the acquisition of a 25 yard rear load refuse truck by way of an Interlocal Agreement with the City of Denton; and providing an effective date (File 3128 - HGAC-Purchase of 25 Yard Rear Load Refuse Truck in the amouN of $139,570). Jo 2004-007 - An ordinance approving the expenditure of funds for the purchase of the Caterpillar Computer Aided Earthmoving System (CAES) software package available from only one source in accordance with the provision for State Law exempting such purchases from requiremeNs of competitive bids; and providing an effective date (File 3123 - Purchase of a Computer Aided Earthmoving System to Holt CAT in the amouN of $72,914). Ko 2004-008 - An ordinance accepting competitive bids and awarding a coNract for the purchase of a uniform rental service for various City departmeNs; providing for the expenditure of funds therefor; and providing an effective date (Bid 3109 - Uniform Rental Service awarded to G&K Services, Inc. in the estimated amount of $105,000). Lo R2004-002 - A resolution of the join position of the Cities of DeNon and Lewisville, Texas regarding flexibility on the use of Section 5307 Transit Formula Grants; and providing an effective date. 5. PUBLIC HEARINGS A. The Council held a public hearing to receive commeNs regarding proposed amendments to the City of Denton Development Code, setting forth definitions, permit requiremeNs, standards, and an appeal process concerning tree preservation. (SI03-0012, Tree Preservation) City of Demon City Council Minutes January 6, 2004 Page 6 Kelly Carpenter, Director of Planning and Development, stated that many of the individuals present tonight had been at prior Planning and Zoning Commission meetings to speak on the proposed ordinance. The purpose of this public hearing was to receive public commems regarding the proposed regulations. The Mayor opened the public hearing. The following individuals spoke during the public hearing: Alan Bussell, 1621 Amanda Court, Ponder 76259 - opposed to the "vision" of the ordinance-it was a short-term vision, not one for the long-term future. Mike Cochran, 610 West Oak Street, Denton, 76201 - opposed to ordinance as written - tree sizes for when ordinance applied, limited list of trees to protect; language in criteria for appeals. Melissa Lindelow, 1717 Main Street, Dallas, 75201 - opposed - problems included preservation of trees began with 2" trees; certain species and certain sizes required 100% compliance, appeal process was a problem, and no cap on litigation - recommended a cap on the dollar amount; species list included trees that might not be desirable. Rick Baria, 5138 Edwards Road, Demon, 76208 - favor of the concept but details needed to be worked out - alternative site criteria might be proposed, species list too long. Chuck Carpenter, 1112 Pennsylvania, Denton, 76205 - Denton Chamber of Commerce- no official position but felt it was a complex issue to consider - proposed ordinance not conducive to economic developmem. Dorothy Damico, 1801 Panhandle Street, Demon, 76201 - favor of saving the Cross Timbers Forest, not all the burden for saving trees should be on developers and land owners- a good ordinance was needed to follow. Paul Cauduro, 5816 W. Piano Parkway, Piano, 75093 - favor of concept but proposed ordinance had flaws-include diagrams/examples in ordinance; permit process for removal; appeal process was cumbersome. Ron Slovacek, 318A Dallas Drive, Demon, 76205 - proposed ordinance had problems that would affect new developments; species list was poor; would also affect more than just new developments such as single lots currently not developed; Section 2b was too vague. Wayne Allen, 2541 West Windsor, Denton, 76201 - tree preservation ordinance should be combined with the Denton Development Code. George Mitchell, 2025 Georgetown, Denton, 76201 - favor of an ordinance to help keep the air clean. City of DeNon City Council Minutes January 6, 2004 Page 7 Jay Thomas, 3301 Cooper Branch East, DeNon, 76209 - felt proposed ordinance was a result of a reaction to the clear cutting of trees at the old Flow Hospital site - look for long-term solution and not short-term solution. Patrice Lyke, 1109 Egan, DeNon, 76201 - favor of ordinance; trees were beneficial to value of homes, beneficial to quality of life. A Comment Card was received from Russell Bates, 1300 N. Locust, Denton, 76201, in opposition to the ordinance. The Mayor closed the pubic hearing. She indicated that no action would be taken at this meeting regarding the proposed ordinance. The Council was only receiving commeNs from the public. B. The Council held a public hearing and considered adoption of an ordinance amending Sub-Chapters 5 and 23 of the DevelopmeN Code regarding movie theaters. The Planning and Zoning Commission recommended approval 7-0. (SI03-0023, Major Event EntertainmenO Larry Reichhart, Assistant Director of Planning and Development, stated that the proposed ordinance created a new movie theater category, movie theaters by right in a regional mixed-use activity center, movie theaters with specific use permits in certain areas, and provided definitions for major evens. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. The following ordinance was considered: NO. 2004-009 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING PORTIONS OF SUBCHAPTER 5 (ZON1NG DISTRICTS AND LIMITATIONS) AND SUBCHAPTER 23 (DEFINITIONS) OF THE DENTON DEVELOPMENT CODE, PROVIDING FOR A PENALTY CLAUSE WITH A MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; AND PROVIDING FOR AN EFFECTIVE DATE. (S103-0023) McNeill motioned, Kamp seconded to adopt the ordinance. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. C. The Council held a public hearing and considered adoption of an ordinance regarding the rezoning of approximately .34-acre tract from a Neighborhood ResideNial Mixed Use (NRMU) zoning district to a Neighborhood ResideNial Mixed Use - 12 (NRMU-12) zoning district. The property was generally located at the northwest corner of Emery Street and Ector City of DeNon City Council Minutes January 6, 2004 Page 8 Street. The proposal was to construct a single-family home. The Planning and Zoning Commission recommended approval (6-1). (Z03-0028, 2004 Emery StreeO Kelly Carpemer, Director of Planning and Developmem Services, presemed the details of the proposal. A single family home was proposed for the site but currem zoning did not allow for the developmem of the home. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. The following ordinance was considered: NO. 2004-010 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR A ZONING CHANGE FROM NEIGHBORHOOD RESiDENTiAL MIXED USE (NRMU) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION TO NEIGHBORHOOD RESiDENTiAL MIXED USE- 12 (NRMU- 12) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION FOR APPROXIMATELY .34 ACRE OF LAND LOCATED AT THE NORTHWEST CORNER OF EMERY STREET AND ECTOR STREET IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, A SEVERABiLiTY CLAUSE AND AN EFFECTIVE DATE. (Z03-0028) Thomson motioned, Burroughs seconded to adopt the ordinance. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. D. The Council held a public hearing and considered adoption of an ordinance concerning the rezoning of approximately 20.1 acres from Neighborhood Residemial 3 (NR-3), Neighborhood Residemial 4 (NR-4), and Neighborhood Residemial Mixed-Use 12 (NRMU- 12) zoning districts to approximately 10.7 acres of Neighborhood Residemial Mixed Use (NRMU) and 9.4 acres of Neighborhood Residemial Mixed Use 12 (NRMU-12) zoning districts. The properties, commonly known as 2500, 2520, 2528, 2605, and 2700 McKinney Street, were located along both sides of McKinney Street approximately 300 feet west of Bellaire and McKinney imersection. Neighborhood services were proposed. The Planning and Zoning Commission recommended approval (7-0). (Z03-002 7, Oak Grove Commercial Development) Kelly Carpemer, Director of Planning and Developmem Services, stated that these were several parcels on both sides of McKinney Street for proposed redevelopmem. She clarified the staff report that indicated that the proposed zoning change was not in compliance with the Demon Developmem Plan. The zoning categories were in compliance with the land use shown on the Demon Plan but not in compliance with particular zoning categories chosen. City of Demon City Council Minutes January 6, 2004 Page 9 Council discussion included concerns regarding strip developmems on a large scale, concerns that multi-family might be built as it was allowed in the proposed zoning category, and a possible business park for the area instead of apartments. The Mayor opened the public hearing. The following individuals spoke during the public hearing: Lee Allison, Isabel Engineering - favor Vicki Oppenheim, Isabel Engineering - favor The Mayor closed the public hearing. The following ordinance was considered: NO. 2004-011 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR A ZON1NG CHANGE FROM NEIGHBORHOOD RESIDENTIAL 3 (NR-3), NEIGHBORHOOD RESIDENTIAL 4 (NR-4), AND NEIGHBORHOOD RESIDENTIAL MIXED-USE 12 (NRMU-12) ZONING DISTRICT CLASSIFICATIONS AND USE DESIGNATIONS TO NEIGHBORHOOD RESIDENTIAL MIXED-USE 12 (NRMU-12) AND NEIGHBORHOOD RESIDENTIAL MIXED USE (NRMU) ZONING DISTRICT CLASSIFICATIONS AND USE DESIGNATIONS FOR APPROXIMATELY 20.1 ACRES OF LAND COMMONLY KNOWN AS 2500, 2520, 2528, 2605, AND 2700 MCKINNEY STREET AND GENERALLY LOCATED ALONG BOTH SIDES OF MCKINNEY STREET APPROXIMATELY 300 FEET WEST OF BELLAIRE DRIVE AND MCKINNEY STREET, PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; AND PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z03-0027) Burroughs motioned, McNeill seconded to adopt the ordinance. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. E. The Council held a public hearing and considered adoption of an ordinance allowing the City Manager to execute a Non-drill Site/Pooling Agreemem with Lynx Oil Company, Inc. for 50% of the mineral interest for 10.475 acres of Vintage Parkway east of 1- 35W in the City of Demon, Texas; and providing an effective date. Dottie Palumbo, Assistant City Attorney, presented the details of the proposal. Only one bid had been received but there were good conditions associated with the bid terms. The Mayor opened the public hearing. No one spoke during the public hearing. City of Demon City Council Minutes January 6, 2004 Page 10 The Mayor closed the public hearing. The following ordinance was considered: No. 2004-012 AN ORDINANCE ALLOWING THE CITY MANAGER TO EXECUTE AN OIL AND GAS NON-DRILL SITE/POOLING AGREEMENT FOR A NON-DRILLING SITE/POOLING AGREEMENT OIL AND GAS LEASE AGREEMENT FOR THE 10.475 ACRES OF VINTAGE PARKWAY RIGHT-OF-WAY; AND PROVIDING AN EFFECTIVE DATE. Burroughs motioned, Kamp seconded to adopt the ordinance. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. The Council considered adoption of an ordinance establishing an economic developmem program under Chapter 380 of the Local Govemmem Code for making grams of public money to promote economic developmem and to stimulate business activity in the City of Denton; approving an Economic Development Program Grant Agreement with Teasley Partners, Ltd. regarding the development of approximately 65 acres of land located on the north side of 1- 35E between Teasley Lane and Fort Worth Drive in the City of Denton, Texas; authorizing the expenditure of funds therefor; and providing an effective date. Linda Ratliff, Director of Economic Development, presented the details of the proposal. This was a 65-acre mixed- use development located between Teasley Lane and Fort Worth Drive. The proposal provided for a 1/2 cent rebate on sales tax to encourage development of infill of the site. Existing businesses at the location would not be included in the rebate; only the new retail sites would be eligible. The following ordinance was considered: NO. 2004-013 AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH TEASLEY PARTNERS, LTD. REGARDING THE DEVELOPMENT OF APPROXIMATELY 65 ACRES OF LAND LOCATED ON THE NORTH SIDE OF 1- 35E BETWEEN TEASLEY LANE AND FORT WORTH DRIVE IN THE CITY OF DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. City of Demon City Council Minutes January 6, 2004 Page 11 Burroughs motioned, Thomson seconded to adopt the ordinance with the condition that Exhibit C be amended by staff to accommodate and incorporate the urban design demonstrated during the Closed Session. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. B. The Council considered adoption of an ordinance amending ordinance No. 2002- 018 and Section 2-29 of the City Code relating to the Rules of Procedure to clarify Section 6.5(2-29(f)(5)) "Time Limits"; providing a savings clause; and providing an effective date. The following ordinance was considered: NO. 2004-014 AN ORDINANCE AMENDING ORDINANCE NO. 2002-018 AND SECTION 2-29 OF THE CITY CODE RELATING TO THE RULES OF PROCEDURE TO CLARIFY SECTION 6.5(2-29(F)(5)) "TIME LIMITS"; PROVIDING A SAV1NGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. McNeill motioned, Kamp seconded to adopt the ordinance. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. C. The Council considered approval ora resolution of the City Council of the City of Denton, Texas calling for the City of Denton, Texas to take a leadership role in assisting the North Texas region in attaining federal clean air standards for ozone by reducing emissions from its diesel-fueled vehicles and equipmem and by incorporating further energy efficiency measures in its buildings and facilities; calling for the City of Demon, Texas, in addition to meeting the requirements of existing state law, striving to reduce electricity consumption rates from its existing buildings and facilities by at least fifteen (15%) percem from a baseline of August 1999; calling for the City of Demon, Texas to either amend existing or enacting new ordinances which will result in reductions of emissions from diesel-fueled vehicles in both the public and private fleets and which will result in the application of more energy efficiency measures in public and private buildings and facilities; calling for the City of Demon, Texas to use the attached listing of control measures as a guidance document in its action strategies; and providing an effective date. Catherine Barnett, Utilities Special Projects Coordinator, presemed the details of the proposal dealing with the reduction of air pollution, reduction of electricity consumption rates, reducing emissions from diesel fueled vehicles and action strategies. The following resolution was considered: NO. R2004-003 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS CALLING FOR THE CITY OF DENTON, TEXAS TO TAKE A LEADERSHIP ROLE IN ASSISTING THE NORTH TEXAS REGION IN ATTAINING FEDERAL CLEAN AIR STANDARDS FOR OZONE BY REDUCING EMISSIONS FROM ITS DIESEL- FUELED VEHICLES AND EQUIPMENT AND BY INCORPORATING FURTHER City of DeNon City Council Minutes January 6, 2004 Page 12 ENERGY EFFICIENCY MEASURES 1N ITS BUILDINGS AND FACILITIES; CALLING FOR THE CITY OF DENTON, TEXAS, IN ADDITION TO MEETING THE REQUIREMENTS OF EXISTING STATE LAW, STRIVING TO REDUCE ELECTRICITY CONSUMPTION RATES FROM ITS EXISTING BUILDINGS AND FACILITIES BY AT LEAST FIFTEEN (15%) PERCENT FROM A BASELINE OF AUGUST 1999; CALLING FOR THE CITY OF DENTON, TEXAS TO EITHER AMEND EXISTING OR ENACTING NEW ORDINANCES WHICH WILL RESULT IN REDUCTIONS OF EMISSIONS FROM DIESEL-FUELED VEHICLES IN BOTH THE PUBLIC AND PRIVATE FLEETS AND WHICH WILL RESULT IN THE APPLICATION OF MORE ENERGY EFFICIENCY MEASURES IN PUBLIC AND PRIVATE BUILDINGS AND FACILITIES; CALLING FOR THE CITY OF DENTON, TEXAS TO USE THE ATTACHED LISTING OF CONTROL MEASURES AS A GUIDANCE DOCUMENT IN ITS ACTION STRATEGIES; AND PROVIDING AN EFFECTIVE DATE. Burroughs motioned, Thomson seconded to approve the resolution. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. D. The Council considered nominations/appoimmems to the City's Boards and Commissions. Council Member Thomson nominated Don Smith to the Airport Advisory Board. Mayor Brock nominated Angela Vanecek to the Animal Shelter Advisory Board. Council Member Montgomery nominated Joella Orr to the Animal Shelter Advisory Board. Council Member Kamp nominated Marilyn Wells to the Animal Shelter Advisory Board. Council nominated Ron Aldridge to the Community Developmem Advisory Committee. Council Member Kamp nominated Chuck Smith to the Parks, Recreation and Beautification Board. Council Member Momgomery nominated Cecil Adkins to the Zoning Board of Adjustmem. Mayor Brock nominated Sheila Hailey to the Denton Housing Authority. Montgomery motioned, McNeill seconded to suspend the rules and vote on the nominations at this meeting. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carried unanimously. E. New Business The following item of New Business was suggested by a Council Member for a future agenda: City of Demon City Council Minutes January 6, 2004 Page 13 1. Council Member McNeill requested information regarding House Bill 136 relative to ad valorem taxes. F. Items from the City Manager City Manager Conduff did not have any items for Council. G. Possible Cominuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. There was no continuation of Closed Meeting. H. 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 8:30 p.m. EULINE BROCK MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES January 13, 2004 After determining that a quorum was present, the City Council convened in a Planning Session on Tuesday, January 13, 2004 at 4:00 p.m. in the City Council Work Session Room at City Hall. PRESENT: Mayor Brock; Council Members Kamp, McNeill, Montgomery, and Thomson. ABSENT: Mayor Pro Tem Burroughs; Council Member Redmon 1. The Council received outcome statements and held a discussion regarding Downtown and the Downtown Master Plan. City Manager Conduff stated that the proposed outcome statements were presented to Council for consideration. Outcomes were a future state written in current language. They were written as though they were already done. Council discussed the outcome statements and made the following suggestions: · Add the word "purpose" to Section 2.3.4. · Split Section 2.3.1.3 into two sections - having one section indicating "well marked" and one section as "convenient and multi-modal". · Include a wide range of downtown residential housing and a large residential population in downtown. · Add goods and services to support residents in downtown (a viable retail area to support retail area). · Add Downtown has a multi-modal transportation center as a separate category. · Include a statement that the Downtown has multiple venues for arts, meetings, performances, museums, conference space all with pedestrian linkages. · Include a statement that the Downtown is a center for live music venues (clubs) · Change Section 2.4 to include "guided and self guided tours are available" 2. The Council received a report and held a discussion regarding Attractiveness/Community Aesthetics. Lancine Bentley, Program Area Manager-Keep Denton Beautiful, reviewed the information in the white paper regarding community aesthetics. Streetscapes were discussed in terms of purpose and benefits, elements, designating city gateways, visual assessment of streets, Fry Street streetscape and other city solutions. Interstate Highway 35E considerations included future reconstruction, right-of-way maintenance, TxDOT maintenance levels and other metroplex cities' solutions. Courtney Blevins, Texas Forest Service, presented information on urban forests. Urban forests were trees that surrounded the places where people lived, worked and played. He reviewed the City of DeNon City Council Minutes January 13. 2004 Page 2 environmental, economic and quantitative benefits of urban trees including tree preservation and the draft tree preservation ordinance. Herbert Holl, Denton Visual Arts Center, presented information on public art. Topics of discussion included design process, iNegration of public art, and the DeNon Plan. BeNley reviewed way finding (signage), funding tool programs and litter. Vance Kemler spoke on dumpster issues. Topics included dumpsters in the right-of-way, dumpsters in new developments and existing developments, other cities' solutions, container appearance/condition, graffiti, Fry Street dumpsters, the draft solid waste code and the Denton Plan. Joannie Housewright, DeNon Police DepartmeN, reviewed code enforcemeN provisions relative to nuisance abatemeN, enforcemeN designation, individual rights versus community welfare, Initial discussion from the Council dealt with the fact that ordinances were needed to incorporate the required changes and philosophical discussions were needed on enforcemeN, citizen complains or city enforcemeN. Council determined that discussion would coNinue on this item at the next planning session. 3. Suggestions for Agenda Committee on future agenda items and/or placement of items for upcoming agendas. There were no suggestions for the Agenda Committee. With no further business, the meeting was adjourned at 6:50. EULINE BROCK MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS AGENDA DATE: DEPARTMENT: CM/DCM/ACM: AGENDA INFORMATION SHEET February 3, 2004 Legal Department Herb Prouty, City Attorney SUBJECT: Consider a resolution authorizing the participation by the City Attomey in an amici curiae brief to be filed by a number of home rule cities in support of the argument by City of Irving, Texas, in the appeal pending in the Fifth District Court of Appeals styled City of Irving v. Inform Construction, Inc., and providing an effective date. BACKGROUND: This litigation concerns the availability of a governmental immunity defense. For many years, the courts have held that the "sue and be sued" language in the home rule authority statute acted as a waiver of govemmental immunity, at least in cases where municipalities have entered into contracts. Over the past several years, Texas courts have affirmed that the State, counties, and school districts do not waive their sovereign immunity merely by entering into contracts. Since the statutory language relating to municipalities is identical to that relating to school districts, this appeal argues that the same reasoning should apply to municipalities as well, and that municipalities do not waive governmental immunity merely by entering into contracts. A win for the City of Irving would be exceedingly important to Denton, particularly in construction disputes, where tens, or even hundreds of thousands of dollars in litigation expenses could potentially be avoided in the typical case involving building defbcts, multiple parties, and lots of blame passing. The City Attorney's Office overwhelmingly recommends supporting this brief. OPTIONS: 1. Pass the resolution to support the City of Irving in this matter. 2. Decline to support the City of Irving by rejecting this resolution. FISCAL INFORMATION: There would no direct or immediate fiscal impact to the City of Denton from the passage of this resolution; however, if the brief is successful, it is certainly possible that the resultant case precedent could indirectly have a dramatic positive impact by saving litigation expenses and reducing the risk of claims and judgments on unbudgeted assets. Senior Assistant ,~ Attorney/ Litigation Chic/f/ RESOLU A RESOLUTION AUTHORIZ ATTORNEY IN AN AMICI CUI HOME RULE CITIES IN SU] IRVING, TEXAS, IN THE A~ COURT OF APPEALS CONSTRUCTION, INC., AND PI~ WHEREAS, in 1996 the Univ., 951 S.W.2d 401, opined that the State on a breach of contract sovereign immunity fi:om suit; and WHEREAS, in 2003 the Fif Construction, Inc. v. Irving Indepen language in the Education Code pr( could "sue and be sued" did not w, fi:om suit in breach of contract cases WHEREAS, the charters of~ be sued" language found in the Edm WHEREAS, the City of Construction, Inc. (Inform) for bre Irving to be sued based on the argut City Charter waives governmental i~ WHEREAS, Irving filed a arguing the "sue and be sued" lan~ governmental immunity from suit m WHEREAS, Irving has app, District Court of Appeals and a m Curiae Brief arguing the Irving governmental immunity fi:om suit; WHEREAS, the City Atton it is consistent with the authority i opinions and believes that it would Rule City, to be a participant in the signatory to such brief; NOW THE! THE COUNCIL OF THE CITY 0]~ ['ION NO. lNG THE PARTICIPATION BY THE CITY ~DIE BRIEF TO BE FILED BY A NUMBER OF 'PORT OF THE ARGUMENT BY CITY OF PEAL PENDING IN THE FIFTH DISTRICT 'YLED CITY OF IRVING V. INFORM OVIDING AN EFFECTIVE DATE. :as Supreme Court in Federal Sign v. Texas Southern a private citizen must have legislative consent to sue claim and the act of contracting does not waive 1~ District Court of Appeals in Satterfield & Pontikes tent School District, 2003 WL 22221024, opined that ,viding that trustees of an independent school district ive a public school district's governmental immunity and aany Home Rule Cities contain the identical "sue and ',ation Code; and Irving, Texas (Irving) has been sued by Inform ach of contract without obtaining the permission of .~ent that the "sue and be sued" language in the Irving nmunity from suit; plea to the jurisdiction in the 193rd District Court uage in its City Charter was not sufficient to waive td such plea was denied by the District Court; and ~'aled the denial of its plea to the jurisdiction to Fifth mber of Home Rule Cities have prepared an Amici Uharter language does not constitute a waiver of nd ~y has reviewed the Amici Curiae Brief and finds that n Federal Sign, SatterfieM and other well reasoned be in the best interest of the City of Denton, a Home Arnici Curiae Brief and for the City Attorney to be a ~FORE, DENTON, TEXAS HEREBY RESOLVES: SECTION 1. That the Cie Home Rule Cities in an Amici Curfi City of Irving, Texas, in the appeal City of Irving v. Inform Constructioi been waived in breach of contract at of Denton, Texas agrees to participate with other Brief to be filed in support of the argument by the pending in the Fifth District Court of Appeals styled ~, Inc., that governmental immunity from suit has not tions. SECTION 2. That the City Attorney is authorized to be a signatory on the Amici Curiae Brief after review of the final draft of such brief by the City Attorney's Office and a finding by the City Attorney that ~he final draft is consistent with Texas Constitutional and Statutory Laws and competent ~ourt decisions. / SECTION 3. That this res61ution shall become effective immediately upon its passage and approval. PASSED AND APPROVEE ATTEST: JENNIFER WALTERS, CITY SEC BY: APPROVED AS TO LEGAL FOR3 on this, the :ETARY day of February, 2004. HON. EULINE BROCK, MAYOR AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: CM/DCM/ACM: February 3, 2004 Fire Department Jon Fortune, Assistant City Manager SUBJECT: Consider adoption of an ordinance repealing Ordinance No. 2000-429 and authorizing Assignment Pay for Fire Department employees in the classification of Battalion Chief who perform the specialized duties of Training Chief and Emergency Medical Services Chief, Battalion Chief- Information Services Manager, and Captain-Logistics /Maintenance Officer who are assigned to perform assigned functions on a forty-hour work week in the Fire Department and providing an effective date. BACKGROUND: On November 28, 2000, the City Council approved Ordinance No. 2000-429 authorizing Assignment Pay for Fire Department employees in the classifications of Battalion Chief- Emergency Medical Services Program Manager, Battalion Chief- Information Services Manager and Captain - Logistics/Maintenance Officer who were assigned to a forty-hour workweek. Since that date, the Fire Department has added a Battalion Chief position that supervises the Department's Training Program and has reclassified the Battalion Chief- Emergency Medical Services Program Manager to a Battalion Chief position who has the responsibility of supervising the Department's EMS Program. The EMS, Training and Information Management Programs are highly specialized functions that demand specialized skills by those employees assigned. Battalion Chiefs who are assigned to these Chief Officer positions must accomplish much more than just the necessary command staff functions that shift Battalion Chiefs do. Managers of the Training, EMS and Information Management Programs attend numerous meetings and serve on many committees and task forces both locally and state wide. They also must acquire and maintain specialized knowledge in these areas of expertise and lead the members of the Fire Department in these essential programs. The Fire Captain who performs the specialized duties as the Logistics/Maintenance Officer must maintain advanced certification above and beyond the ones required for Fire Captain and is a nationally certified Master Emergency Vehicle Technician. Chapter 143.042 (b) states that "The governing body of a municipality may authorize assignment pay for fire fighters and police officers who perform specialized functions in their respective functions." Chapter 143.042 (c) further states "The assignment pay is in an amount and is payable under conditions set by ordinance and is in addition to the regular pay received by members of the fire or police department." All of the positions requested for assignment pay work a forty-hour workweek rather than the 56-hour shift schedule. Although not its primary basis, assignment pay also serves as an incentive to get shift employees to work a regular 40-hour schedule doing very specialized functions such as managing the Fire Department's Information Management Systems, Training, Emergency Medical Services and Logistics/Maintenance Programs. Chapter 143 of'the Texas Local Government states that all Civil Service employees in the same classification must receive the same base pay, however, shift employees on a 56- hour shift schedule receive an additional benefit mandated by the Fair Labor Standards Act (FLSA) overtime which provides that firefighters must be paid overtime (1.5 times) f,or every hour worked over 53 in a week based on the jurisdiction's work cycle. Using the assignment methodology, the Fire Department can make sure that all members in every civil service classification receive the exact same base salary in accordance with State law, yet Fire Department personnel performing specialized functions on a forty- hour per week will receive a salary competitive to those on shift who have the capability to receive FLSA overtime. Assignment pay is requested f,or the Battalion Chief-Training ($600 per month), Battalion Chief-Emergency Medical Services ($600 per month), Battalion Chief-Information Services Manager ($600 per month), and Fire Captain- Logistics/Maintenance Officer ($500 per month). FISCAL INFORMATION: The requested amounts of, assignment pay f,or each classification have not increased from the previous approved ordinance in 2000. There will be no fiscal impact on the Fire Department's current budget with the proposed assignment pay ordinance since this is just another method of, reaching the same approximate annual compensation. ATTACHMENT: Ordinance Respectfully submitted, Ross Chadwick Fire Chief` ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REPEALING ORDINANCE NO. 20000-429 AND AUTHORIZING ASSIGNMENT PAY FOR FIRE DEPARTMENT EMPLOYEES IN THE CLASSIFICATION OF BATTALION CHIEF WHO PERFORM THE SPECIALIZED DUTIES OF TRAINING CHIEF AND EMERGENCY MEDICAL SERVICES CHIEF, BATTALION CHIEF - INFORMATION SERVICES MANAGER, AND CAPTAIN-LOGISTICS/MAINTENANCE WHO ARE ASSIGNED TO PERFORM SPECIALIZED FUNCTIONS ON A FORTY-HOUR WORK WEEK IN THE FIRE DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, on November 28, 2000, the City Council passed Ordinance No. 2000-429 authorizing assignment pay for Fire Department employees in the classification of Battalion Chief-Emergency Medical Services Program Manager, Battalion Chief-Information Services Manager, and Captain-Logistics/Maintenance who are assigned to perform special duties; and WHEREAS, Section 143.042 of the Local Government Code authorizes a municipality to pay assignment pay which is in an amount and is payable under conditions set forth by ordinance; and WHEREAS, the City Manager and Fire Chief having recommended that the Fire Department employee in the classification of Battalion Chief who is assigned to perform the specialized duties of supervising the Fire Department's Training Program as the Fire Department's Training Chief on a forty-hour work week schedule should receive assignment pay of Six Hundred Dollars and No Cents ($600.00) per month; and WHEREAS, the City Manager and Fire Chief having recommended that the Fire Department employee in the classification of Battalion Chief who is assigned to perform the specialized duties of supervising the Fire Department's Emergency Medical Services Program as the Fire Department's Emergency Medical Services Chief on a forty-hour work week schedule should receive assignment pay of Six Hundred Dollars and No Cents ($600.00) per month; and WHEREAS, the City Manager and Fire Chief having recommended that the Fire Department employee in the classification of Battalion Chief-Information Services Manager who is assigned to perform the specialized duties of Information Management on a forty-hour work week schedule should receive assignment pay of Six Hundred Dollars and No Cents ($600.00) per month; and WHEREAS, the City Manager and Fire Chief having recommended that the Fire Department employee in the classification of Fire Captain-Logistics/Maintenance Officer who is assigned to perform the specialized duties of Logistics and Maintenance of Fire Department apparatus and equipment and supplies on a forty-hour work week schedule should receive assignment pay of Five Hundred Dollars and No Cents ($500.00) per month; THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: NOW SECTION 1. That Ordinance 2000-429 and all prior ordinances or resolutions of the City of Denton, Texas, in conflict herewith are repealed to the extent of any such conflict. SECTION 2. That the Fire Department employee in the classification of Battalion Chief who is assigned to perform the specialized duties of supervising the Fire Department's Training Program as the Fire Department's Training Chief on a forty-hour work week schedule should receive assignment pay of Six Hundred Dollars and No Cents ($600.00) per month in addition to the regular monthly base salary of Battalion Chief. SECTION 3. That the Fire Department employee in the classification of Battalion Chief who is assigned to perform the specialized duties of supervising the Fire Department's Emergency Medical Services Program as the Fire Department's Emergency Medical Services Chief on a forty-hour work week schedule should receive assignment pay of Six Hundred Dollars and No Cents ($600.00) per month in addition to the regular monthly base salary of Battalion Chief. SECTION 4. That the Fire Department employee classified as Battalion Chief- information Services Manager who is assigned to perform the specialized duties of information Management on a forty-hour work week shall receive assignment pay of Six Hundred Dollars and No Cents ($600.00) per month in addition to the regular monthly base salary of Battalion Chief. SECTION 5. That the Fire Department employee classified as Fire Captain- Logistics/Maintenance Officer who is assigned to perform the specialized duties of Logistics and Maintenance of Fire Department apparatus and equipment and supplies on a forty-hour work week shall receive assignment pay of Five Hundred Dollars and No Cents ($500.00) per month in addition to the regular monthly base salary of Fire Captain. SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the __day of ,2004. EULiNE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: AGENDA INFORMATION SHEET AGENDA DATE: February 3, 2004 DEPARTMENT: CM/DCM/ACM: Airport and Transit Operations Jon Fortune, Assistam City Manager SUBJECT Consider adoption of an ordinance of the City of Demon, Texas authorizing the City Manager to execute on behalf of the City of Denton an Airport Project Participation Agreement with the Texas Department of Transportation relating to the purchase and installation of airport radio equipment at the Denton Municipal Airport; authorizing and directing the City Manager or his designee to execute documems on behalf of the City of Demon in order to implemem the project; and providing an effective date. BACKGROUND As part of continued airport development opportunities, the Texas Department of Transportation, Aviation Division (TxDOT) is offering developmem funds through the federal Non-Primary Entitlement Fund program for the purchase and installation of radio and communication equipment for control towers. Non-Primary Entitlement Funds have traditionally been unavailable for control towers, however, recent legislation approved the use of these funds in the construction and equipping of non-federal comrol towers. Furthermore, the legislation allows TxDOT/FAA to apply the funds retroactively to certain projects completed on or after 1996. As you may recall, the City of Demon recemly passed Ordinance 2003-384 requesting FY 2003 Non-Primary funds from TxDOT for partial reimbursemem of funds expended on comrol tower radio and communication equipmem. This is a 90:10 gram match where the local sponsor, City of Demon, will fund 10 percem of the total project funds. Total project funds available, local share and TxDOT share, through this grant program will be $166,600. The total cost for the purchase and installation of the tower equipmem was $189,420. The City initially agreed to accept responsibility for 100 percem of this cost. This gram will allow the City to recapture $150,000, TxDOT's 90 percent share, of the original cost for the tower equipment. As the final stage in the grant application process, TxDOT is requesting that the City of Denton sign the attached Airport Project Participation Agreement and return to TxDOT as soon as possible so that TxDOT may initiate the reimbursement process. PRIOR ACTION/REVIEW The Airport Advisory Board has been briefed and unanimously recommends approval of the proposed ordinance. Staff recommends approval of the proposed ordinance to enter into the grant agreement. ESTIMATED SCHEDULE OF PROJECT Once the APPA grant agreement has been signed and implemented, TxDOT will reimburse the City for expenses associated with the acquisition of the control tower equipment. All reimbursement payments are expected to be complete by August 31, 2004, end of State fiscal year. FISCAL INFORMATION This is a 90:10 match gram for a total of $166,600 for the requisition of radio and communication equipment recently installed in the control tower. Total funds available for this project are $166,600. TxDOT's 90 percem share of this gram is $150,000 and the City's 10 percem share is $16,660. Total equipmem cost for the project was $189,420. Original funding to construct and equip the tower was authorized through Ordinance 2002-050, dated February 19, 2003. EXHIBITS Ordinance Airport Project Participation Agreement Ordinance 2003-384 Airport Board Minutes Respectfully submitted: Mark Nelson, Director Airport and Transit Operations S:\Our Documenrs\Ordinances\04~Airport-Grant-Radios-TxDot.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE ON BEHALF OF THE CITY OF DENTON AN AIRPORT PROJECT PARTICIPATION AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION RELATING TO THE PURCHASE AND INSTALLATION OF AIRPORT RADIO EQUIPMENT AT THE DENTON MUNICIPAL AIRPORT; AUTHORIZING AND DIRECTING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE DOCUMENTS ON BEHALF OF THE CITY OF DENTON IN ORDER TO iMPLEME~ THE PROJECT; AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager of the City of Denton or his designee is hereby authorized to execute on behalf of the City' of Denton an Airport Project Participation Agreement with the Texas Department of Transportation relating to the purchase and installation of airport radio equipment at the Denton Municipal Airport, a copy of such contract being attached hereto and made a part hereof for all purposes and referenced as TXDOT Contract No. 4XXAV070 (the "Agreement"). SECTION 2. The City Manager or his designee is the City's authorized representative who is directed to comply with any assurances, conditions, or agreements required to be executed to receive the fimds provided under the Agreement SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the __ day of ,2004. ATTEST: JENNIFER WALTERS, CITY SECRETARY EULINE BROCK, MAYOR BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 2 TEXAS DEPARTMENT OF TRANSPORTATION AIRPORT PROJECT PARTICIPATION AGREEMENT (Federally Assisted Airport Development Grant) TxDOT CSJ No.:0418DENTN TxDOT Project No.: AP DENTON 6 TxDOT Contract No.: 4XXAV070 Part I - Identification of the Project TO: The City of Denton, Texas FROM: The State of Texas, acting through the Texas Department of Transportation This Agreement /s made and entered into by and between the Texas Department of Transportation, (hereinafter referred to as the "State"), for and on behalf of the State of Texas, and the City of Denton, Texas, (hereinafter referred to as the "Sponsor"). The Sponsor desires to sponsor a project for the development of a public aviation facility, known or to be designated as the Airport under the Airport and Airway Improvement Act of 1982, as repealed and recodified in Title 49 United States Code, Section 47101 et seq., (hereinafter referred to as "Tit2e 49 U.S.C."), and Rules, Regulations and Procedures promulgated pursuant; and under V.T.C.A. Transportation Code, Title 3, Chapters 21-22, et seq. (Vernon and Vernon Supp). The project is described as follows: purchase and install aiport radio equipment at the Denton Municipal Airport. The Sponsor applies for federal non-primary entitlement financial assistance and desires the State to act as the Sponsor's agent in matters connected with the project described above. The parties, by this Agreement, do fix their respective responsibilities, with reference to each other, with reference to the accomplishment of the project and with reference to the United States. Pursuant to and for the purpose of carying out the provisions of Title 49 U.S.C., and in consideration of (a) the Sponsor's adoption and ratification of the representations and assurances contained in the Airport Project Participation Agreement and its acceptance of this Offer as provided, and (b) the benefits to accme to the United States and the public from the accomplishment of the project and compliance with the assurances and conditions as herein provided, TIlE TEXAS DEPARTMENT OF TRANSPORTATION, FOR AND ON BEHALF OF THE UNITED STATES, FEDERAL AVIATION ADMINISTRATION 0tEREINAFI'ER REFERRED TO AS TI-IE "FAA"), HEREBY OFFERS AND AGREES to pay, as the United States share of the allowable costs incurred in accomplishing the project, ninety percentum of all allowable project costs. Page 1 of 27 This grant is made on and subject to the following terms and conditions: Part H - Offer of Financial Assistance The allowable costs of the project shall not include any costs determined by the State to be ineligible for consideration as to allowability under Title 49 U.S.C., the V.T.C.A. Transportation Code, Title 3, Chapters 21-22, et seq., (Vernon and Vernon Supp), and the Airport Zoning Act, Tex. Loc. Govt. Code Ann. §§ 241.001 et seq. (Vemon and Vernon Supp). It is estimated that constmction project costs will be approximately $166,667 (Amount A). It is further estimated that approximately $166,667 (Amount B) of the project costs will be eligible for federal financial assistance, and that federal financial assistance will be for ninety percent (90%) of the eligible project costs. Final ~tion of federal eligibility of total project costs will be determined by the State in accordance with federal guidelines following completion of project. In the event that federal funds are unavailabIe, this Agreement shall automatically be voided and become of no force and effect, except that unexpended or unencumbered moneys actually deposited by the Sponsor and held with the State for project purposes shall be returned to the Sponsor. The maximum obligation of the United States payable under this offer shall be $150,000 (Amount C). This grant should not be construed as block grant funds for the Sponsor, but as a grant for funding of the scope items as listed on page one of this agreement. It is the intent of the State to provide funding to complete the approved work items of this grant and not to amend the scope of work to include items outside of the current determined needs of this project. Scope of work may be amended as necessary to fulfill the unforeseen needs of this specific development project within the spirit of the approved scope, subject to the availability of state, federal, md/or It is estimated that the Sponsor's share of the total project costs will be $16,667 (Amount D). The Sponsor specifically agrees that it shall pay any project costs, which exceed the sum of the federal share (Amount C). It is further agreed that the Sponsor will reimburse the State for any payment or payments made by the State in behalf of the Sponsor which are in excess of the federal percentage of financial participation as stated in Paragraph II-2. The State shall refund to the Sponsor, at the fmandal closure of the project, any excess funds provided by the Sponsor. If there is an ovemm in the eligible project costs, the State may not increase the grant to cover the amount ofovemm The Sponsor is responsible for all ovemms. The State will not authorize Page 2 of 27 expenditures in excess of the dollar amounts identified in this Agreement and any am~, without the consent of the Sponsor. Payment of the United States share of the allowable project costs will be made pursuant to and in accordance with the pmvisiom of such regulations and procedures as the State and FAA, shall prescribe. Final detexmination of the United States share will be based upon the final audit of the total mount of allowable project costs and settlement will be made for any upward or downward adjustments to the Federal share of costs. Sponsor, by executing this Agreement certifies, and upon request, shall finnish proof to the State that it has sufficient funds to meet its share of the costs as stated. The Sponsor grants to the State and federal government the right, upon advance written request.during reasonable and regular business hours, to audit any books and records of the Sponsor to verify said funds. In addition, the Sponsor shall disclose the source cf all funds for the project and its ability to finance and operate the project. Expenditures for eligible project costs for the above project made by the State or the Sponsor prior to the award of a federal grant for said project, and prior to actual receipt of the authority to expend federal grant funds, shall be made from Sponsor fimds. Monthly grant payments to the Sponsor will be made upon request to the State. Payments of the State's share of the allowable project costs will be made in proportion to the amount expended by the Sponsor for the eligible project costs. No more than ninety (90) percent of the total grant will be paid prior to the completion of the project. The last ten (10) percent of the grant will be paid only ~er the staffhas inspected and approved the completed project. PART III - Sponsor Responsibilities 1. In accepting the Agreement, the Sponsor guarantees that: it will comply with the Attachment A, Certification of Airport Fund, attached and made a part of this Agreement; and it will comply with the Attachment B, Airport Assttrances (9/99)(State Modified 9/99), attached and made a part of this Agreement; and it will, in the operation of the facility, comply with all applicable state and federal taws, roles, regulations, procedures, covenants and assurances required by the State of Texas or the FAA in connection with the federal grant; and the Airport or navigational facility which is the subject of rids Agreement shall be controlled for a period of at least 20 years, and improvements made or acquired under this project shall be operated, repaired and maintained in a safe and serviceable manner Page 3 of 27 for the usefifl life of the improvements, not to exceed 20 years; and consistent with safety and security requirements, it shall make the airport or air navigational facility available to all types, kinds and classes of aeronautical use without unjust discrimination between such types, kinds and classes and shall provide adequate public access during the term of this Agreement; and it shall not grant or permit anyone to exercise an exclusive fight for the conduct of aeronautical activity on or about an airport landing area. Aeronautical activities include, but are not limited to scheduled airline flights, charter fights, flight instruction, aircralt sales, rental and repair, sale of aviation petroleum products and aerial applications. The landing area consists of runways or landing strips, taxiways, parking aprons, roads, airport lighting and navigational aids; and it shall not permit non-aeronautical use of airport facilities, unless noted on an approved Airport Layout Plan, without prior approval of the State/FAA; and h. it shall not enter into any agreernent nor permit any aircraft to ga/n direct ground access to the Sponsors airport from private property adjacent to or in the mediate area of the airport. Further, Sponsor shall not allow aircraft direct: ground access to private property. Spomor shall be subject to this prohibition, commonly known as a '~u-ough-the-fence operation," unless an exception is granted in writing by the State due to extreme circumstances; and it will acquire all property interests identified as needed for the purposes of this project and comply with all applicable state and federal laws, mles, regulations, procedures, covenants and assurances required by the State of Texas or the FAA in connection with the federal grant in the acquisition of such property interests; and that airport property identified within the scope of fids project and Attorney's Ceaificate of Airport Property Interests shall be pledged to airport use and shall not be removed from such use without prior written approval of the State; and the Sponsor shall submit to the State annual statements of airport revenues and expenses as requested; and all fees collected for the use of an airport or navigational facility constmcted with funds provided under the program shall be reasonable and nondiser/minatory. The proceeds of such fees shall be used solely for the development, operation and maintenance of the Sponsor's system of airport(s) or navigational facility(ites). Sponsor shall not be required to pledge income received from the mineral estate to airport use unless state and/or federal funds were tr, ed to acquire the mineral estate of airport lands or any an Airport Fund shall be established by resolution, order or ordinance in the treasury of the Sponsor, or evidence of the prior creation of an existing aixport fund or a properly Page 4 of 27 executed copy of the resolution, order, or ordinance creating such a fund shall be submitted to the State. Such fund may be an account within another fund, but must be accounted for in such a manner that all revenues, expenses, retained earnings, md balances in the account are discemible from other types of moneys identified in the filnd as a whole. All fees, charges, rents, and money from any source derived t~om airport operations must be deposited in said Airport Fund and shall not be diverted to the general revenue fund or any other revenue fund of the Sponsor. All expenditures from the Airport Fund shall be solely for a/rport or airport system purposes. Sponsor shall be ineligible for a subsequent grant or loan by the State unless, prior to such subsequent approval of a grant or loan, Sponsor has complied with the requirements of this subparagraph; and the Sponsor shall operate runway lighting at least at low intensity from sunset to sunrise; and insofar as it is reasonable and within its power, Sponsor shall adopt and enforce zoning regulations to restrict the height of structures and use of land adjacent to or in the immediate vicinity of the airport to 'heights and activities compatible with nonnai airport operations as provided in Tex. Loc. Govt. Code Ann. §§ 241.001 et seq. (Vemon and Vemon Supp.). Sponsor shall also acquire and retain aviation easements or other property interests in or rights to use of land or airspace, unless Sponsor can show that acquisition and retention of sach interests will be impractical or will r~ult in undue hardship to Sponsor. Sponsor shall be ineligible for a subsequent grant or loan by the State unless Sponsor has, prior to such subsequent approval of a grant or loan, adopted and passed an airport hazard zoning ordinance or order approved by the State; and it will provide upon request of the State, the engineering or planning consultant, and the FAA copies of any maps, plans, or reports of the project site, applicable to or affecting the above project; and after reasonable notice, it will permit the State, the FAA, and any consultants and contractors associated with this project, access to the project site, and will obtain permission for the State, the FAA, and consultants and contractors associated with this project, to enter private property for purposes necessary to this project; and alt development of an airport constructed with program funds shall be consistent with the Airport Layout Plan approved by the State and maintained by the Sponsor. A reproducible copy of such plan, and all subsequent modifications, shall be filed with the State for approval; and it shall take all steps, including litigation if necessary, to recover funds spent fraudulent/y, wastefully, or in violation of Federal antitrust statutes, or misused in any other manner in any project upon which Federal and State funds have been expended. For the purposes of this grant agreement, the term "funds" means funds, however used or disbursed by the Sponsor or Agent that were ori~nally paid pursuant to this or any Page 5 of 27 other grant agreem~t. It shall obtain the approval of the State as to any determination of the amount of such funds. It shall return the recovered share, including funds recovered by settlement, order or judgment, to the State. It shall furnish to the State, upon request, all documents and records pertaining to the determination of the amount of the funds or to any settlement, litigation, negotiation, or other efforts taken to recover such funds. All settlements or other final positions of the Sponsor, in court or otherwise, involving the recovery of such funds shall be approved in advance by the State. The Sponsor cextifies to the State that it will have acquired clear title in fee simple to all property upon which construction work is to be performed, or have acquired a leasehold on such property for a term of not less than 20 years, prior to the advertisement for bids for such construction or procurement of facilities that are part of the above project, and within the time flame of the project, a sufficient interest (easement or otherwise) in any other property which may be affected by the project. The Sponsor, to the extent of its legal authority to do so, shall save harmless the State, the State's agents, employees or contractors from all claims and liability due to activities of the Sponsor, the Sponsor's agents or employees performed under this agreement. The Sponsor, to the extent of its legal authority to do so, shall also save harmless the Slate, the State's agents, employees or contractors from any and alt expenses, including attorney fees which might be incurred by the State in litigation or otherwise resisOng said claim or liabilities which might be imposed on the State as the result of such activities by the Sponsor, the Sponsors agents or employees. The Sponsors acceptance of this Offer and ratification and adoption of the Agreement incorporated shall be evidenced by execution of this instrument by the Sponsor, as provided, and said Aga~ment shall comprise a contract, constituting the obligations and rights of the State of Texas and the Sponsor with respect to the accomplishment of the project and the operation and maintenance of the airport. Such Agreement shall become effective u~on execution of this insmanent and shall remain in full force and effect for a period of at least 20 years. The Sponsor and not the State shall, for all purposes, be the "Sponsor" of the project identified above as defined in Title 49 U.S.C. Sponsor agrees to assume responsibility for operation of the facility in compliance with all applicable state and federal requirements including any statutes, rules, regulations, assurances, procedures or any other directives before, during and after the completion of this project. For a project to replace or reconstruct pavement at the airport, the Sponsor shall implement an effective airport pavement maintenance management program as is required by Airport Sponsor Assurance Number 11. The sponsor shall use such program for the useful life of any pavement constructed, reconstructed, or repaired with Federal financial assistance at the airport. As a mininm~ the pmgrarn must conform to the provisions in Attachment D "Pavement Maintenance Management Program", attached and made a part of this agreement. 7. The Sponsor agrees to assume the responsibility to assure that all aspects of the grant and Page 6 of 27 10. 11. 12. project are done in compliance with all applicable state and federal requirements including any statutes, roles, regulations, assurances, procedures or any other directives, except as otherwise specifically provided herein. Unless otherwise approved by the State, the Sponsor will not acquire or permit any contractor or subcontractor to acquire any steel or manufactured products produced outside the United States to be used for any project for airport development or noise compatibility for which fimds are provided under this grant. The sponsor will include in every contact a provision implementing this special condition. SPECIAL CONDITION: Except for ins~nnent landing systems acqmred with AIP funds and later donated to and accepted by the FAA, the Sponsor must provide for the continuous operation and maintenance of any navigational aid funded under the AIP dtring the useful life of the equipment The sponsor must check the facility, including instrument landing systems, prior to commissiomg to ensure it meets the operational standards. The Sponsor must also remove, relocate, or lower each obstruction on the approach or provide for the adequate lighting or marking of the obstmction if any aeronautical study conducted under FAR Part 77 determines that to be acceptable; and mark and fight the mway, as appropriate. The Federal Aviation Admini~qration will mt take over the ownership, operation, or maintenance of any sponsor- acquired equipment, except for insmm~ent landing systems. The Sponsor shall have on file with the State: a. A current and approved Attorney's Certificate of Airport Property Interests and Exhibit A property map; and b. Attachment C, Cextification Regarding Dmg-Free Workplace Requirements, attached and made a part of this agreement. The Sponsor shall submit the following certifications, as appropriate, for compliance with statutory and administrative requirements of the federal grant: a. Sponsor Certification for Selection of Consultants; b. Sponsor Certification for Project Plans and Specifications; c. Sponsor Certification for Equipment/Construction Contracts; d. Sponsor Certification for Construction Project Final Acceptance; e. Sponsor Certification for Real Property Acquisition. The Sponsor shall administer Disadvantage Business Enterprises (DBE) Program in accordance with federal regulations. They shall report the amount of participation to the State for the period ending September 30 of each year the grant is open no later than October 15 of each year the Page 7 of 27 13. 14. grant is open. In addition, semi-annual reports must be submitted for the period October 1 - March 31 and April 1- September 30. Submission shall be made using Department of Transportation (DOT) Form 4630 "Report of DBE Goal Accomplishments" and a Report of Certified DBE Contractors Used on FAA Assisted Contracts." Additionally the Sponsor shall submit with each reimbursement or payment request forrn, the mount of DBE participation during the period of that request on TxDOT form "Subcontractor Monitoring System" and when appropriate "DBE Prime Contractor Payments to Non-DBE Subcontractors." The Sponsor shall submit to the State the following: documentation of official designation of the consultant selection committee, evaluation criteria, scoring matrix and consultant ranldng; and bo if property acquisition is funded under this grant, documentation of the professional service contracts (e.g. surveyor and appraisal), and negotiation and settlement agreements; and prior to entering into professional services contract: copies of the independent engineering fee analysis and negotiation smmn~; and d. advance notification of the project pre-design meeting; and prior to start of preliminary design phase: design option selected after review of the preliminary engineering report; and prior to advertising for construction: engineering plans, specifications, bid documents, and draft construction contract; and g. prior to construction contract award: bid tabulation and recommendation of award; and following execution: copy of the construction contract; and i. advance notification of pre-construction meeting; and j. prior to execution: construction change orders and supplemental agreements; and k. notification of the final inspection; and copies of the as-built plans and Exhibit A, property map, if changed from the one on file with the Aviation Division. The Sponsor may utilize paving specifications meeting State Highway criteria for runways at non-primary airports with lengths up to 5,000 feet and serving aircraft not exceeding 60,000 Page 8 of 27 15. pounds gross take-off weight. The sponsor agrees not to request additional/kip funds for reconstruction or rehabilitate of pavement construct utilizing State specification for 10 years from pavement acceptance. SPECIAL CONDITION: The Sponsor must demonstrate that statutory requirements such as minimum wage requirements and Veteran's preference were met in the construction or improvement of the control tower. In addition, the Sponsor must demonstrate compliance with environmental reviews, Disadvantaged Business Enterprise, professional services contracting and requirements under 49 CFR Part 18, the regulations covering grant programs including competition requirements. Part IV- Responsibilities of the State The Sponsor designates the State as the party to apply for, receive and disburse all funds used, or to be used, in payment of the costs of said project, or in reimbursement to either of the parties for costs incurred. The State shall, for all purposes in connection with the project identified above, be the Agent of the Sponsor. The Sponsor grants the State a power of attorney to act as its agent to perform the following services: Receiving Disbursing Agent: a. apply for, accept, receive, and deposit with the State Treasury any and all project funds granted, allowed, and paid or made available by the State and/or the United States under Title 49 U.S.C. and congressional appropriation made pursuant, and the Sponsor; receive, review, approve and process Sponsor's reimbursement requests for approved project costs. Monthly grant payments to the Sponsor wilt be made upon request to the State. Payments of the State's share of the allowable project costs will be made in proportion to the amount expended by the Sponsor for the eligible project costs. No more than ninety (90) percent of the total grant will be paid prior to the completion of the project. The last ten (10) percent of the grant will be paid only after the staff has inspected and approved the completed project. pay to the Sponsor, fi:om granted funds, the portion of any approved reasonable and eligible project costs incurred by the Sponsor that are in excess of the Sponsor's share. 3. Responsibility of the State shall include, if appropriate, but not be limited to: a. concurrence with project scope; and b. verification of constdtant selection process; and Page 9 of 27 E 1. review and conc~ce with pmpexty acquisition procedures; and concun'ence with engineering fee; and attendance at the project pm-design meeting; and review and concurrence in design options based on preliminary engineering report; and review and acceptance of engineering plans, specifications, bid documents, and construction contract; and concurrence in the contract award based on bid tabulations; and attendance at the pre-construction meeting; and occasional visits to the project site during constmction; and review and concurrence with construction change orders and supplemental agreements; and attendance at the final inspection meeting; and maintaining record drawings. PART V - Recitals The Sponsor shall obtain an audit as required by federal or state regulations; and procure and forward to the State and FAA such specific project documentation as is necessary to complete all aspects of this project. The Sponsor, and not the State, shall be the contractual party to all construction and professional service contracts entered into for the accomplishment of this project. The power of attorney, as granted by the Sponsor to the State in Part IV - Nomination of Agent, is a limited power to perform acts in connection with airport improvements as specified in or necessitated by this Agreement. The Sponsor agrees to pursue and enforce contract items, which are required by federal and/or state regulations, laws and orders to insure satisfactory performance of contract vendors. Such items include, but are not limited to, bid bonds, payment bonds, and performance bonds. Pursuit and enforcement of contract items may require litigation and other remedies of law. The United States and the State of Texas shall not be responsible or liable for damage to property or injmy to persons, which may arise from, or be incident to, compliance with this Page 10 of 27 grant agreement. This Agreement is executed for the sole benefit of the contracting parties and is not intended or executed for the direct or incideimt benefit of any third party. Furthermore, the State shall not be a party to any other contract or commitment, which the Sponsor may enter into or assume, or have entered into or have assumed, in regard to the above project. If the Sponsor fails to comply with the conditions of the grant, the State may, by written notice to the Sponsor, suspend the grant in whole or in part. The notice of suspension shall contain the following. The reasons for the suspension and the corrective action necessary to lift the suspemion; b. A date by which the corrective action must be taken; Notification that consideration will be given to terminating the grant meter the corrective action date. In the case of suspension or termination, the Sponsor may request the State to reconsider the suspension or terrnmation. Such request for reconsideration shall be made within 45 days after receipt of the notice of suspension or teimination. This Agreement is subject to the applicable provisions of Title 49 U.S.C., the V.T.C.A. Transportation Code, Title 3, Chapters 21- 22, et seq., (Vemon and Vernon Supp.), and the Airport Zoning Act, Tex. Loc. Govt. Code Ann. §§ 241.001 et seq. (Vernon and Vernon Supp.). Failure to comply with the terms of this Agreement or with the aforementioned roles and statutes shall be considered a breach of this contract and will allow the State to pursue the remedies for breach as stated below. Of primary importance to the State is compliance with the terms and conditions of this Agreement. If, however, after all reasonable attempts to require compliance have failed, the State finds th_at Sponsor is unwilling and/or unable to comply with any of the terms and conditions of this Agreement, the State may pursue any of the following remedies: (1) require a refund of any money expended pursuant to the Agreement herein, (2) deny Sponsor's future requests for aid, (3) request the Attorney General to bring suit seeking reimbursement of any money expended on the project pursuant to the Agreement herein, provided however, these remedies shall not limit the State's authority to enforce its rules, regulations or orders as otherwise provided by law, (4) declare this Agreement null and void, or (5) any other remedy available at taw or in equity. Venue for resolution by a court of competent jurisdiction of any dispute arising under the terms of this Agreement, or for enforcement of any of the provisions of this Agreement, is specifically set by Agreement of the parties in Tmvis County, Texas. Page 11 of 27 The State reserves the right to amend or withdraw this Agreement at any time prior to acceptance by the Sponsor. The acceptance period cannot be greater than 30 days after issuance unless extended by the State, which extension shall not be unreasonably den/ed or delayed. This Agreement constitutes the full and total understanding of the parties conceming their fights and responsibilities in regard to this project and shall not be modified, amended, rescinded or revoked unless such modification, amendment, rescission or revocation is agreed to by both parties in writing and executed by both parties. 10. All commitments by the Spomor and the State are subj~t to constitutional and statutory limitations and restrictions binding upon the Sponsor and the State (including §§ 5 and 7 of Article 11 of the Texas Constitution, if applicable) and to the availability of funds which lawfully may be applied. 11. The Sponsor's acceptance of this Agreement and ratification and adoption of the Airport Project Participation Agreement incorporated shall be evidenced by execution of this instrument by the Sponsor, as provided, and this Offer and Acceptance shall comprise a Grant Agreement, as provided by the Title 49 U.S.C., constituting the contractual obligations and rights of the United States, the State of Texas and the Sponsor with respect to the accomplishment of the Project and compliance with the assurances and conditions as provided herein. Such Grant Agreement shall become effective upon the State's written Notice to Proceed issued following execution of this agreement. 12. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the conWact or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in comection with those funds. Page 12 of 27 Part VI - Acceptance of the Sponsor The City of Dentor~ Texas, does ratify and adopt all statements, representations, warranties, covenants and agreements constituting the described project and incorporated materials referred to in the foregoing Agreement, and does accept the Offer, and by such acceptance agrees to all of the tern and conditions of the Agreement. Executed this day of ,20 The City of Denton, Texas Sponsor Witness Signature Sponsor Signature Witness Title Sponsor Title Certificate of Sponsor's Attorney I, ~v %r~ ,~ ~ , acting as attorney for D1I[ ~elev'~ , Texas, do certify that I ha~e fully examined the Agreement and the proceedingg taken by the Sponsor relating, and find that the manner of acceptance and execution, of the Agreement by the Sponsor, is in accordance with the laws of the State of Texas. Dated at , Texas, this day of ,20 Witness Signature e Witn~OTitle Page 13 of 27 Part VII - Acceptance of the State Executed by and approved for the Texas Transportation Commission for the purpose and effect of acfivalmg and/or carrying out the orders, established policies or work programs and grants heretofore approved and authorized by the Texas Transportation Commission. STATE OF TEXAS TEXAS DEPARTMENT OF TRANSPORTATION By: Date: Page 14 of 27 ATTACHMENT A CERTIFICATION OF AIRPORT FUND The Sponsor does Certify that an Airport Fund has been established for the Sponsor, and that all fees, charges, rents, and money from any source derived from airport operations will be deposited for the benefit of the Airport Fund and will not be diverted for other general revenue fund expmditures or any other special fumt of the Sponsor and that all expenditures from the Fund will be solely for airport purposes. Such fund may be an account as part of another fund, but must be accounted for in such a manner that all revenues, expenses, retained earnings, and balances in the account are discernible from other types of moneys ideatified in the fund as a whole. The City of Denton, Texas (Sponsor) Page 15 of 27 ATTACHMENT B PART V ASSURANCES Airport Sponsors These ass~ances shall be ~ompliod with in the peffonnan~ of ~t a~ ~r ~ devel~ a~og plying, noise com~tibifi~ ~o~ ~ for ~ sperm ~se ~ces ~ mq~r~ ~ ~ sub~ ~ p~ of~e pmj~ ~ Pmje~ P~cipafion A~t ~r mf~d ~ ~ "APPA'~ ~ ~mors req~sfing ~ ~ ~e ~vislons of Tire 49, U.$.C., ~bfitle ~, ~ ~nded. As ~ h~i~ · e te~ "pubic ag~y ~ons~" me~ a public ag~cy wi~ con~ol of a pub~use fi~o~ ~e t~ "private spinner' me~ a ~ om~ ora ~b~*use ai~; ~ ~e t~ "spo~" includes ~ public agency sponmm ~d private sp~som 3. Upon m~ of ~e ~t ~ by ~ ~or, ~ese minces ~ ~mted ~ md ~ome ~ of ~ ~ B. Duration and Applieabfli~. 1. ~ort development or Noise Compafibffi~ Pro~ Proj~ Undem~n by a ~b~e Agency 8pon~r. ~e tom, condition ~d mme~ of~e ~t ~t ~ m ~ ~ f~e ~ ~ect ~u~ ~e use~ l~e ~e devel~ or ~fi~mt ~qfi~ ~r m ai~ &veldt ~ noise ~afihfli~ pm~ ~j~ or t~u~out ~e meal life of the pmje~ ite~ ~ wi&in a ~cili~ ~er a no~ ~afibili~ ~o~ proj~t, but ~ my event not to exc~d ~ (20) ~ ~m ~e &~ of a~e of a ~ o~ ~F~ ~& fg ~ ~j~. How~, ~ ~! be no · e ~s ~g~ ~elasive ~m md Ai~o~ ~enue so i~g ~ ~e fi~ is a~ ~ m ~o~ ~ ~all be no li~t d~fion of~e CMl ~m m s~l be ~cifi~ in ~e ~sms. 2, ~po~ Development or Nohe Compn~ffi~ Proj~ Underarm by a P~vate Spon~r. ~e ~e~ng p~h 1 ~so applies m a private sp~s~ ~cept ~at ~e ~1 ~e of ~oje~ i~ ~i~ ~n a ~di~ or ~e meal fife of~e ~veloped ~ eqfi~ ~fi~d ~d~ m ~ ~velo~ ~ no~e ~mpafibili~ ~ project s~l be no le~ ~m ten (10) ~ ~ ~ of a~ of F~ ~d fur ~e ~j~. 3. A~pog Pl~ning Undem~n by a Spoosor. Ufle~ o~ise specified in fie ~t a~nt, only Ass~e~ 1, 2, 3, 5, 6, 13, 18, 30, 32, 33, md 34 in section C ~ply ~ piing pmjeem ~e tern, c~diti~s, and mm~s of~e ~t ~t s~l ~ ~ ~R f~ ~d ~e~ dung ~e li~ of~ ~jeet. C, Sponsor Ceffifieafion. ~e ~r ~mby m~es md c~es, ~& ~sp~ to &is ~t 1. ~nerfl F~l R~u~men~ It will ~mply wi~ ~ a~licable Fede~ laws, ~ati~s, ex~five ~m, po~eim, ~idelin~, ~d ~ ~ ~ey mh~ m ~e projec~ a~ce md u~ of F~ ~& ~r ~is ~j~ inel~g but not li~ted ~ ~e following: F~eml L~slafion .' ~ Title 49, U.S.C., subtitle ~1, ~ b. Dad~B~n A~ - 40 U.S.C. 276(a), et ~.t - ~ Fe~ Ffir ~bor S~ Act- 29 U.S.C. 201, et s~. d. Hamh Act - 5 U.S.C. 1501, et seq? ~ Ufifom Relo~fim A~ismm md Re~ ~ A~uisifion Polities Act of 1970 Title 42 U.S.C. 4601, et s~. f Nafio~ Hinge ~s~afion A~ of 1966 - Sec~on 106 - 16 U.S.C. 470(~.~ g. ~heolo~cal ~d Hinge ~s~afion Act of 1974 - 16 U.S.C. 469 ~ou~ 469c. ~ h. Native ~fi~s ~ve Repaffiafion ~t - 25 U.S.C. Section 3001, a ~o. i. Cle~ Ak A~, P.L. ~-148, m ~enfled. j. Co~ ~e M~a~t A~, P,L, 93-205, ~ ~. k. FIo~ Dis~r ~on Act of 1973 - S~ 102(a) - 42 U,S,C, 4012a ~ I. Title 49 ,U.S.C., S~tion 303, (fo~y ~ a Section 4(fi) m. Reh~ili~6~ Act of 1973 - 29 U.S.C. 794. n. Civil ~gh~ Act of 1964 -Title ~ -42 U,S.C. 2000d ~ugh ~. o. Age Dis~in~ Aa of 1975 - 42 U.S.C. 6101, et p. ~e~ In~ Rel~ious F~om Act, P.L, 95-341, as q. A~hi~ B~ A~ of1~8 ~2 U.S,C. 4151, ets~? r. Powg pl~ ~d ~du~al Fuel U~ A~ of 1978 - Se~on ~3- 2 U.S.C. 8373.~ s. C~ W~k Ho~ ~d S~ S~ Act - 40 U.S.C. 327, a ~q.~ t. C~e~d ~ti~c~ A~ - 18 U.S.C. 874. t u. National En~ Policy Act of 1969 -42 U,S,C. 4321, et seq. ~ v. Wild ~d Sc~ic Riv~ Act, P.L, 90-542, ~ ~enfled. w. Singl~ Aunt Actor 19g4 - 31 U.S.C. 7501, et ~q? x. ~g-F~e W~I~ A~ of 1988 - 41 U.S.C, 702 ~ 706. Executive Orders Executive Order 11246 - Equal Employment Opportunity ~ Executive Order 11990 - Protection of Wetlands Executive Order 11998 - Flood Plain Management Executive Order 12372 - lmergovemmental Review of Federal Programs. Executive Order 12699 - Seismic Safety of FederaJ and Federally Assisted New Building Construc-~ion ~ Execulive Order 12898 - Envn~°nmental Justice Federal Regulotions 14 CFR Part 13 - Investigative and Enforcement Procedures. Page 16 of 27 14 CFR Part 16 - Rules of Practice For Federally Assisted Ah'po~ Enforcement Proceedings. 14 CFR Par~ I$0 - Airport noise compatibility planning. 29 CFR Part 1 - Procedures for pred~rrminafion &wage rates) 29 CFR PaR 3 - Con~xa~tors and subcontractors on public building or pobho work finanoed in whole or part by loans or grants from the United Statas,~ 29 CFR Part 5 - Labor standards provisions applicable to contracts coveaing federally financed and assisted constmctien (also labor standards provisions applicable to non-construction contracts subject to the Contract Work Hours and Safety Standards AC0.1 41 CFR Par~ 60 - Office of Federal ConWact Compliance Programs, Equal Employrnant Opportunity, Department of (Federal and federally assisted contracting mquirements).~ 49 CFR Part 18 - Uniform aclminisirative requirements for grants ~ cooperative agreements to state and local governments? 49 CFR Part 20 - New restrictions on lobbying. 49 CFR Part 21 - Nondiscrimination in federalIy-assisted programs of the Department of T~on - effe~aafic~ of Title VI of the Civil Rights Act of 1964. 49 CFR Part 23 - Participation by Disadvantage Business Enterprise in Airpor~ Concessions. 49 CFR Part 24 -Uniform relocation assis~m~e and real prop~u'ty acquisition for Federal and federally assis~d progngns.' z 49 CFR Part 26 - Participation By Disadvantaged Business Enterprises in Depafanant o£Tranaportation Programs. 49 CFR Part 27 - Nondiscrimination on the basis of handicap in programs and a~livitie$ receiving or heneiiting from Federal financial assistance. 1 49 CFR Part 29 Government wide debarment and suspansion (hen-procurement) and gov~-araent wi& reqn/x~m_~nts for drng-free workplace (grams). 49 CFR Part 30 - Dania[ cf public works conWaets to suppliers of goods and seveices of enun~¢s tlmt deny procuremant market access to U.S. contractors. 49 CFR Part 4l - Seismic saf~y of Federal and federally assisted or regulated u~v building construction,t Office of Management and Budget Circulars a. A-87 - Cost Principles Applicable to Gran~s and Contracts with State and Local Govemmmx'ts. b. A-133 - Audits of States, Local Governments, and Non-Profit Otganlzalions (1) These laws do not apply to airport planning sponsors. (2) Thns¢ laws do not apply to private sponsors. O) 49 CFR Parr 18 and OMB Circular ~-87 centein requiremants for State and Local Governments receiving Federal assistance+ Any requirement levied upon State and Local Governments by this regulation and cimular shall also be applicable to private sponsors receiving Federal assistance under Title 49, Un/ted States Code. Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorpommd by refer~mce in the grant agreement. Responsibility and Authority of the Sponsor, l~blte Agency Sponsor: It has legal authority to apply for the grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has bean duly adopted or passed as an official act of the applicant's governing body authorizing thc filing of the APPA, including all nndexstandings and assurances contained therein, and dimcling and authorizing the I~Sen identified as the official represanmfive of the applicator to act in connection with the APPA and to provide such additional information as may be required. b. Prlwte Slmmor: It has legal authority to apply for the grant and to finance and carry ouI thc proposed pmjoct and comply with all terms, conditions, and assurances of this grant agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this APPA, including all understandings and assuranc~ contalneA therein; m ad in connexion with this APPA; and to provide such additional information as may be require& Sponsor Fund Availability. It has sufficiant fund~ available for that porlion of the project costs which a~ not to be paid by the United States. It as sufficient lands available m asanm operation and maintenance of items funded under the grant agr~mant which it will own ox control. Good Tide. It, a public nge~7 or the Federal government, holds good fide, satisfactory to the Secretary, to the landing ar~aaf the airport or site thereof, or will give assuran*e sufi~facmry to the Sec~tery that good title will be acquired. Fox noise compa'dbility program projects to be carded out on the property of the sponsor, it holds good title satisfactory to the S~-'x~D' to that portion of the pro~rty upon which Federal funds will be expended or will give assurance to the Se~eta~ that good title will be obtained. Praserving Righl~ mad Powers. It w~li not take or p~it ~y ~ti~ which would opmte to ~five it of~y of~e d~ts ~d pow~ n~ m p~o~ ~y or ~ of&~ t~, m~fi~, ~ ~s~s in ~e ~t ~em~ ~out the ~mn a~v~ of the S~, ~d will act promptly m require, exfin~h or modi~ ~y nutmeg fi~ or d~ of fight of o~ w~ch would ~ff~ ~& s~h p~o~ce ~ ~e s~or. ~is s~ be ~ne in a ~ ~ie m ~e S~. b. It ~ not ~, le~, e~u~er, ~ o~i~ ~f~ or ~su of~y p~ of i~ fire ff o~ ~t~B ~ ~e ~ shorn on E~ibit A m ~is ~PA or, ~r a nn/~ mmpafibili~ ~ project, ~t p~ion of ~e ~o~ upon w~ch Fede~ ~ ~ve b~a ~d~ f~ ~e dmfion of~e t~, con~don~ ~d ~c~ in ~e ~ ~m ~out ~prov~ by ~e Se~. If~e ~sf~ is fo~d ~ ~ Se~ m be etig~le ~ Tffie 49, U~d States ~de, to ~me ~e obS~fiom of ~e ~t a~mem ~d to ~ve the power, an~ofi~, ~d finmcial ~m~s ~ ~ out ~ such oblation, ~e ~anmr s~l i~ in ~e c~t ~ ~em~t ~f~ng or ~aposMg Page 17 of 27 10. 11. 13. 14. 15, of the sponsor's interesh and make binding upon the Ransfea~e all of the terms, conditions, and assurances contained in this grant agreement. For ail noise compatibility pmgrem projects which are ~,o be carried out by another unit of local government or are un property owned by a unit of local gnveaaament other than the sponsor, it will enter into an agreement with that govemmant. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the sarae terms, conditions; and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake thc noise compatibility program project That agr~ment and changes thereto must be satisfactory to the Sectary. It will take stops to enforce this agreement against the local government if there is sub.tutorial non- compliance with thc lunns of thc agreement. For unis¢ compatibility program projects to be carried out on privately owned property, it will anter into an agreement with the owner of that grop~cy which inchidcs provisions specified by the Secretary. It will take steps to enforce this agreemant against the propmy owner whenever there is substantial ann-compliance with the terms of the agreoraem. If the spnnsor is a private sponsor, it will takc steps satisfactory to the Secretary to ensure that the airport will continue to function as a publi~>nse airport in accordance with these assurances for the deralion of these asmranees. If an arrangement is made for managcnnent and operation of thc airport by any agency or person other than thc spons~ or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to insure that the airport will be operated and maintained in accordance Title 49, United States Code, the regulations and the terms, conditions and assurances in die grant agreement and shall insure that such arrangement aiso requires compliance the~with. Consistency with Local Pines, The project is reasnnably consistent with plans (existing at the time of submission of this APPA) of public agencies that am authorized by the State in which the project is located to plan for the development of the area surrounding the airport. Consideration of Lncal Interest. It has given fair consideration to the interest of communities in or near where the project may be located~ Consultation with Users. In making a decision to undertake any airport developmmt project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using thc airpeet at which project is proposed. Publlg Hearings. In projects involving the location of an airport, an akport runway, or e maj or nmway extension, it has afforded the oppommity for public hearings for the purpose of consi&fing the economic, social, and environman~ cffi~ts of the airport or runway location and its consistency with goals and objcedves ofanch planning as has bean carried out by the community and it shall, when requasted by the Senretaxy, submit a copy of the Iranseript of sunh hearings to the S~retary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary conch'nine a proposed project. Air and Water Qnality Standards. In projects involving airport location, a major runway extension, or runway location it will provide for the Governor of the stare in which the project is located to cartiby in writing to the Seemtaxy that the project wilt be located, designed, ecnstnmted, and operateA so as to enmply with applicable ah' and water quality standards. In any case where such standards have not been approved and wham applicable air and water quality standards have been promulgated by the Administrator of the Environmental Protection Agency, certification shall be obtained from such Administrator. Notic~ of ecrtifiealinn or mr-usa[ to certify shall be provided within sixty days slier the project APPA has bean received by the Seoretary. Pavement Prevenflw Maimenane~ With respect to a project approved ni~r Sanmay 1, 1995, for the replacement or reconstruction of pavan~nt at tha ahpert, it assures or ce¢fifies that it has implemented an effective airport pavement maimanance- management program and it assures that it will nse such program fat the u~eful lifo of any pavement constructed, reconCaucted or repaired with Fedend financial assistance at the aixport. It will provide such reports on pavement condition and pavement management programs as the S~--mtaxy determines may be useful. Terminal Development Prerequisites. For projects which include terminal development at a public use airport, as defined in Title 49, it has, nnthc date of submittal of the project grant request, all the safety equipmem required for certificatian of such airport under section 44706 of Title 49, United Sta~es Code, and all the security equipmem reqnirecl by rule or regulation, and has provided far access to the passanger enplaning and deplaning area of such airport to pas.~agers enplaning and deplaning from aimmf~ Accounting System, Audit, and Record Keeping Requirements. It shall kecp all project acenunta and recerds which fully disclose the amount and disposition by the recipient of the proceccls of the grant, the total cost of the project in conne~.-*tion with which the grant is givan or used, and the mount or nature of that portion of the cost of the project supplied by other sources, and such other financial ~cords pertinent to the project. The accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make avnihble to the Seecetasy and the Comptxolle* General of the United States, or any of their duly authorlz~d mpresentsfives, f~ the parpnse of audit and examination, any books, docomants, pal~rs, attd recerds of the recipient that are pert/neat to the grant. The Seoretsry may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made oftbe accounts of a sponsor relating to tl~ disposition of the proceeds ora gram or relating to the project hi connection with which the grant was given or used, it shall file a certified cepy of such audit with the Comptroller General of the United States not latex than six (6) months following the close of the fiscal year for which the audit was made. Minimum Wage Rat~s, It shall include, in all eonWacts in excess of $2,000 for work on any projects funded under the grant agreement which involve labor, provisions establishing mln~um rates of wages, to be predetermined by the Secretary of Labor, in acoordance with the Davis-Bacon Act, as amended (40 U.S.C. 276a-276a-5), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be sta~d in the invitalion for bids and shall be included in proposals or bids for the work. Veteran's Preference, It shall include in all conlmcts for work on any project funded under the grant agreement which involve labor, such provisions as a~ necessar~ to insure that, in the employmant of labor (except in executive, administrative, and Page 18 of 27 16. 17. 18. 19. 20. 21. 22. supervisory positions), preference shall be given to Veterans of the Viemam era and disabled veterans as dc~ned in Section 47112 of Title 49, United S~ates Code. However, this prefea~nce shall apply only where the individuals are available and qualified to perform the work to which the employment relates. Conformity to Plans and Specifications. It will execute the project subject to plans, specifications, and schedules approved by the Seex~ary. Such plans, specifications, and schedules shall be submit~l to the Secreqary prior to commencement of site preparation, construction, or other performance under this grant agreement, and, upon approval of the Secretary, shall be incorporated into this grant agreement, Any modification to the approved plans, specifications, and schedules shall also be subject to approval of the Sec~tary, and incorporated into the grant agreement. Construction Inspection and Approval It will provide and maintain competent technical supervision at thc construction site ~dm~ughnut the project to assure that the work conforms te the plans, specifications, and schedules approved by the Secretary for the project, tt slmLt subject the construction work on any project contained in an approved project APPA to inspection and approval by ~he Seoreawy and such work shall ha in accordance with regulations sufl procedures prescribed by the Sectary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or ~onsors of such project es the Secretary slmll deem necessary, Planning Projects. In canying oat planmng projects: It will execute the project in accordance with the approved program narrative contained in the project APPA ~r with the modifications similarly approved.. b. It will furnish the Secretary with such periodic repons as requised pertaining to the planning project and planning work activities. c. It will include in alt published material prepared in cormectlon with the planning project a notice that the material was prepared under a grant provided by the United S~atas. d. It wilI make such material available for examination by the public, and agrees that no material wepared with funds under this project shall be subject to copyright in the United States or any other country. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f It will grant the Sean~tary the right to disapprove the sponser's employment of specific consultants and their subcontractors to do all or any part of this project as well as the fight to disapprove the proposed scope and cost of profassional services. g. It will grant the Secretary the right to disapprove the use of the spensofs employees to do all or any pm of the projeet h. It understards and agrees that the Secretary's approval of ~ project grant or the 8ec~m-y's appmvul of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future request fcc a Federal ai~ort grant. Operation and Maintenance. a- The airport and all facilities which a~ necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United Sl~tes, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum slandards as may be required or prescribed by applicable Federal, state anti local agencies for main~enenee and operation, it will not cause or permit any activity or action thereon which wc~ald interfere with ils use for airport purposes. It will suilably operate and maintain the ahlmrt and all facilities thereon or connected therewith, with due regard to climatic end flood conditions. Any proposal to temporarily dose the airport for non-aeronantical purposes must first be approved by the Secretary. hq furtherance of this assurance, the spensor will have in effect anm~emenls for- (l) Operating the ah-port's aenmautieal facilities whenever required; (2) Promptly marking and lighting hazards n~sulting from ahport conditions, including temporary conditions; and (3) Promptly notifying airmen ofsuy cendition affecting aeronautical use of the airport. Nothing contained herein shall be construed to require that the airport be operated fcc aeronautical use during temporary periods when snow, flood o)' other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be consmaed as requiring the maintenance, repair, restoration, or replacement of any structure or facility which is substantially damaged or desmayed due to an act of God or other condition or eircumstence beyond the control of the sponsor. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. Hazard Removal and Mitigation. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual opeeatiens to the ai~ort (including established minimum flight altitudes) will be adequately cleared and protected by nmaoving, lowering, relocating, marking, or lighting or otherwise mitigating existing ahport hazards and by preventing the establishment or creation of future airport hazards. Compatible Land Use. h will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airpert to activities and purposes compatible with normal airport operations, including landing and takenffof airera~. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program raeasures upon which Federal funds have been expended. Economic Nondiscrimination. It will make the airport available as an airport for public use on reasonable terms and without tmjust discrimination to all types, kinds anti classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b, In my agreement, contract, lease, or other arrangement under which a fight or privilege at the ahport is granted to any person, firm, or corporation to conduct or Io engage in any aeronanfieal activity for furnishing services to the public at tho airport, the sponsor will insert and enforce provisions requi~ the contractor to- Page 19 of 27 23. 24. 25. 26. (1) furnish said services on a reasonable, and not unjustly discrimlnato~, basis to all users thereof, and (2) charge reasonable, and not unjustly discriminatory, prices for eamh unit or service, provided llmt the contractor may be allowed to mate ~asonabte ~ nondiscriminatory discxnmts, rebates, or other similar types ofprlce redn~dons to volurt~ purchasers. Each fixed-hased opora~ at the airport shall be subject to the same m~es, fees, rentels, and other charges as are uniformly applicable to all other fixed-besed op~ators making the same or ~ uses of such airport and utilizing the same or similar facilities. Each air carrier ming such ah]met shall have tho right to service itself or to me any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport Each air carder using such airport (whether as a tenant, nontenant, or subtenant of another ah- carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rotes, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar us~ of such ain,t and utilize simlla~ facilities, subject to reasonable classifications such as tenants or nontenants and signato~ carriers and nonsignatoiy carriers. Classification or status as tenant or siguatee7 shall not be ura~esonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air cartiere in such classification or stores. It will not exercise os grant any right or privilege which operates to prevent any person, ~ or corporation operating aireralR on the airport flora performing any services on its own aircraft with i~ own employees [including, but not limited to maintenance, repair, and fueling] that it may choose to perform. In the event the sponsor itself exercises any of the fights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aemmutical sendce providers authorized by the sponsor under these provisions. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the ~ The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the nirport if such action is neeessm-y for the safe operation of the airport or necessary to serve the civil aviation needs of the public. Exclusive Rights. It will pem~it no exclusive right for the use of the airport by any person providing, or in~eding to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at all airport by a ~ngle fixed-based operator shall not be construed as an exclusive right if hoth of the following apply: It would be unreasonably costly, lmrdensome, or impractical for more than one fixed-based operator to provide such services, and b. If allowing mm than one fixed-based operator to provide such services would require the reduction of space leased pumuant to an existing agreement between such single fixed-hosed operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aireratl m~ntal and sightseeing, aerial photography, crop dusting, aerial adverdsing and surveying, ~ carrier operations, airerail sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronandeal activity, repair and maintenance cf aimratt, sale of aim-att pa~s, and any other activities which because of their dkeet relationship to the operation of airenffi can be Dgl~ld~d as an aeronautical activity, and that it will terminate any exclusive fight to conduct aa nemnantieal activity now existing at such an alrpot~ before the gnmt of any aesimanee under Title 49, United States Code. Fee end Rental S~ruct~re. It will maintain a fee and rantal smactme for the facilities and services ~ the airport which vdll make lhe airport as scl[sustaining as possible under the ch-cumstances existing at the particular airport, taring into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, ahport planning or noise compatibility project for which a grant is made under Title 49, United States Code, the Airport and Akway Improvement Act of 1982, the Federal Airport Act or the Airport and Ahrway Development Act of 1970 shall be included in the rote basis in establishing fees, rates, and charges for users of that airport. Airport Revenues, All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be exponded by it for the capital or operating costs of the airport; the local airport sysmag or other local facilities which me owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transporlation of passengers or prop~ty; or for noise mitigation purposes on or off the airport Provided. however, that if eovecants or assurances in debt obligations issued before September 3, 1982, by the owner or operator of the airport, or provisions anaeted before Sq~mber 3, 1982, in gaveming s~atutes controlling the owner or operator's finaneing~ provide for the use of the revenues from any of the airport owner or operator's facilities, including thc airport, to support not only the ah-port but also the airport owner or operator's general debt obligatiuns or other facilities, then this limitation on the use of all revanues generated by the airport (and, in the ease of a public airport, local ta~e~ on aviation fuel) shall not apply. b. AS part of the annual audit required under the Single Andit Act of 19114, the sponsor will direct that the audit will review, and the resulting audit ~port will provide an opinion concerning, the use of alrport revenue and taxes in paragraph (a), and indicating whether funds paid or transfem~d to the owner or operator are paid or transforred in a manner consistent with Title 49. United Slates Code and any other applicable provision of [aw, including any regulation promulgated by the Seereta~ or Administrator. c. Any civil penalties or other sanctions wilt be imposed for violation of this essutance in accordance with the provisions of Section 47107 of Title 49, United States Code. Reports and I~sp~etions. It will: submit to the Secr~m~ such annual or special financial and operations reports as the Secretory may reasonably request and make such reports availal01e to the public; make available to the public at reasonable times and phnes a report of the airport budget in a formal prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and dueumente affecting the airpo~ including deeds, leases, operation and use agreements, regulations and other insmmaents, available for inspection by any duly anthofized agent of the Secretary Upon reasonable request; Page 20 of 27 27. 28, 30. 31. for noise compatibility program projects, make records and doenment~ relating to the project end continned compliance with the terms, conditions, end assurances of the grant agreement including deeds, leases, agreements, regulations, and other instruments, available for inspac~un by any duly authorized agent of the Secretary upon xensonnble request; and in a format and time prescribed by the Secretmy, provide to the Sacreta~ end make available to the public following each of its fiscal, years, an annual report listing in detail: (i) all amounts paid by the alrpurt to any other unit of goveramem end thc pmposas for which each such payment was made; end (ii) all services end property provided by the albert to other units of government end the amount of compensation received for provision of each such service end property. Use by Government Air, raft. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircT~ to the United States for use by Government airoraf~ in common with other ~ at all ames without charge, except, ift~ use by Government ake~ is substantial, charge may be made for a reasonable share, pmporfienal to such use, for the cost of operating and maintaining the facilities med. Unless otherwise deteamthed by the Sucrelmy, or otherwise agreed ~o by the sponsor and the using agency, su~tanlial use of an ahlJort by Govermnent airor~ will be considered to exist when operations of such airoraf~ are in excess of those which, in the opinion nf the Secretary, would unduly interfere with use oftbe lending mas by other authorized aircrat~, or during eny calendar month that- Five (5) or more Government altemtt an~ regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government airemf~ multiplied by gross weights of such aircraft) is in excess of five million pounds. Land for Federal Faeffities, It will furnish without cost to the Federal Government for use ia connection with any air traffic control or air navigation activities, or weather-repotting and eommmcafion ac~ivifias related to ak traffic conlxol, any areas of land or water, or estate therein, or fights in buildings cf the sponsor as the Secretary considers neeassary or desirable for construction, operation, end maintenance at Federal ~ of space or facilities for such proposes. Such areas or eny portion thereof will be made available as provided h~in within four months al~ receipt cfa written request from the Seem'tory. Airport Layout Plan. It will keep up to date at all times en aiq~rt layout plan of the airport showing (t) boundaries of the airport end all proposed additions thereto, together with the boundaries of all offaite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; (2) the location and nature of all existing and proposed airport facilities and structures (such as runways, haxiways, upams, terminal buildings, hengars and roads), including all proposed extensions and reductions of existing airport facilities; and (3) the location of all existing and proposed nonaviation areas end of all existing improvements thereon. Such airport layout plans end each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secre~r7 on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or eny of its facilities which are not in conformity with the airport layout plan as approved by the Secret~ end which might, in the opinion oftbe Secretary, adversely affect the safety, utility or efficiency of the airport. b. Ifa change or alteration m the airport or the facililiea is made which the Secratas7 determines adveesely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or offtbe airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requesled, by the Seeretaxy (1) eliminate such adverse effect in a manner approved by the Secretary; or (2) bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or mptacernent thereof) to the level of safe, utility, efficiency, end cost of operation existing before the unapproved change in the airport or ils facilities. Civil Rights. k will comply with such roles as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or hendicap be excluded from participating in any activity conducted with or benefiting limn funds received fi, om this grant. This assu. ranc~ obligates the sponsor for the period during which Federal fiaancial assistance is extended to the program, except where Federal fnancial assistance is to provide, or is in the form ofpersenal property or l~ property or lutenist the~in or structures or improvements thereon in which case the assurance obligates the sponsor or any transferee for the longer of the following periods: (a) the patiod during which the property is used for a porpos¢ for which Federal financial assistance is extended, or for another ptuposc involving tho provision of similar services or benefits, or (b) the period during which the sponsor retains ownership or poasesaion of the property. Disposal of Land, For lend pumhased under a grant for airport noise compatibility proposes, it will dispose of lbo lend, when the land is no longer needed for such purposes, at fair market value, at the earliest pro'cable time. That portion of the proceeds of such 6isposition which is propoffionate to the Unlte~[ States' share of acquisition of such land will, at the discx~ion of the Secretary, 1) be paid to the Secretary for deposit in the Tmst Fund, or 2) be reinvested in en approved noise compatibility project as prescribed by the 8ec~atry. (1) For land pumhased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispusc of such land at fair market value or make available to the SecreXa~ an amount equal to the United 8tatas' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, (a) upon application to the Seoretaxy, be reinvested in another eligible ai~npurt improvement project or projects approved by the Secretary at that airport or within the national airport system, or (b) be paid to the Secretaxy for deposit in the Trust Fond if no eligible project exists. (2) Land shall be consideeed to be needed for airport purpose~ under this assurance if (a) it may be needed for aeronautical pa.-3mses (inehiding runway protection zones) or serve as noise buft~ land, and (b) the revenue from interim uses of such lend contributes to the financial self, sufficiency of the airport. Further, land pumh,xsed with a grant received by en airport operator or owner before Deceraber 31, 1987, will be considered to be needed for airport proposes if the Secaet~ or Federal agency rain4 such grant before December 31, 1987, was notified by the operator or owner of the Page 21 of 27 32. 33. 34. 35. 36. 37. uses o~' such lm~d~ did not object to such use, and the ]and continues to be use~ for that propose, such ttse having commenced no Inter than Dec~mber 15, 1989. Disposition o£such land und~ {a) or (b) wll! be subject to the retention or reservation of any inter~st or fight tl~rein necessary to ea~u~e that such land will only be used for pu~peses which are compatible with noi~ levels ass~clate~t with operation of&e airport. Engineering and I}esign Services. It will award each con--act, or sub-contmvt for grogram management, coastru~on management, plarming studies, feasibility studies, architectural so-trices, preliminary engin~ring, design, ,ngine~dng, surveying, mapping or related services with respect to the project in the same manner as a conlract for arehitectmal and engineering s~rvices is negotiated under Title tX of the Federal Pmpel'ty and AdminisWative Services Act of 1949 or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport. Foreign Market Restrictions. tt will not allow funds provided under this grant to be used to fund any projo:t which uses any product or service ora foreign country during tl~ ~riod in which soch foreign country is hsted by the United States Trade Representative as denying fair and equitable ram'kct opportunities for products and suppliers of the United States in procurean~nt and constxuction. Palicies, Standards, and Specifications. It wil~ carry om the project in accordance with policies, slandanfs, and specifications approved by the Secrotsry including but not limited to the advisory circulars listed in the Curamt FAA Advisory Circlers for AIP projects, dated 7/1/99 and included in this grant, and in accordance with applicable state polieies~ standards, and specifications approved by the 8ecr~ary. Relocation and Real Propet~j Acquisition. (1) It will be guided in acquiring r0al property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as sl~cified in Subpart B. (2) It will provide a relocation assistance program offering the s~rvie~ described in Subpart C and fair and reasonable relocation paymems and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. (3) It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displacecl persons in accordance with Subpart E of 49 CFR Pat~ 24, Access By ln~ereity Buse~. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of Wansporration to have acxess to the airport, however, it has no obligation to fund special facilities for intercity buses or for othe~ modes of transporattion. Disadvantaged Business En~erprises, The recipient shall not disorirdinate on the basis of race, color, national origin or sex in the award and peafunnance of any DOT-assisted contract or in the admlnlslration of its DBB program or the requirements of 49 CFR Part 26, The Recipient shalI take all necessary and reaannable steps under 49 CFR Part 26 to ensure non discrimination in the award and adminiswation of DOT-assisted conWacts. The recipiant's DBE program, as required by 49 CFR Part 26, and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a viohfion of this agreement. Upon notification to the recipient of its failure to carny out its approved program, the Dqummeut may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U,S,C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 0 1 U,S.C. 3891), Page 22 of 27 CUILRENT FAA ADVISORY CIRCULARS FOR AIP/PFC PROJECTS The following apply to both AIP and PFC Projects NUMBER 70/7460-1J 150/5000-13 15O/5100.14C 150/5200.30A, CHG 1 & 2 150/5200-33 150/5210-5B 150/5210-7B 150/521 0-13A 150/5210-14A 150/5210-15 150/5210-18 t50/5210-19 150/5220,4B 150/5220-1 OB 150/5220-13B 150/5220-16B 150/5220-17A 150/5220-18 150/5220-19 150/5220-20, CHG 1 150/5220-21A 15015300-13, CHG I, 2, 3, 4, 5 150/5300-14 150/5300-15 150/5320-5B 150/5320-6D 150/5320-12C 150/5320-14 150/5320-16 150/5325-4A, CHG 1 150/5340-1G 150/5340-4C, CItG 1 & 2 150/5340-5B, CHG l 150/5340-14B. CHG 1 & 2 150/5340-17B 150/5340-18C, CHG l 150/5340.19 150/5340.21 150/5340.23B 150/5340-24, CHG 1 150/5340-27A 150/5345.3D 150/5345-5A 150/5345-7D, CHG 1 150/5345-10E 150/5345-12C 150/5345-I3A 150/5345-26B, CHG I & 2 150/5345-27C 150/5345-28D, CHG 1 150/5345-39B, CHG 1 150/534542C, CHG 1 150/5345-43E t50/534544F, CHG 1 t 50/534545A ~ 50/534546A [ 50/534547A 150/5345-49A 150/5345-50, CHG 1 150/5345-51, CHG 1 150/5345-52 I50/5345-$3A, (incinding addendum) 150/5360-9 ~ 50/5360-12A Updated on: 7/1/99 TITLE Obstruction Ma~king and Lighting Announcement of Availability-RTCA Inc., Document RTCA-221, Guidance and Recommended Roqui~ts for Airpo~ Surface Movemmt Sensors Architectoral, Engineering, and Plmming Consultant Sorvice~ for AhImrt Grant Projects Airport Winter Safety and Operations Hazardous wildlife Attractants On or Near Airporks Painting, Maddng and Lighting of Vehicles Used on an Airport Aircra~ Fire and Rescue Communications Water Re~cue Plan.q, Facilities, and Equipment Airport Fire and Rescue Personnel Protective Clothing Airport Rescue & Firefighting Station Building Dosign Systems for Interactive Training of Ahlmrt Peesoanel Drives Enhanced Vision System (DEVS) Water Supply Systems for Aiscrat'c Five and Rescue Protection Guide Spe¢ificatiun for Water/Foam Type Airenffi Resene and Firefig~ing Vehicles Runway Surface Condition Sensor Specification Guide Automated Weather Observing Systems for NunFedeml Applications Design Standan:~ for Aircra~ Rescas Firefighfing Training Facilities Buildings f~r Staragn and Maintenance of Airport Snow and Ice Control Equipment and Materials Guide Specification for Small, Dual-Agent Aircraf~ Rescue and Firefighling Velficles Airport Snow and Ice Control Equipment Guide Specification for Li~ Used to Board Airline Passengers With Mobility Impairments Airport Design Design of Airera~ Deicing Facilities Use of Value Engineering for En4ineetmg Design of Airport Crvant Projects Airport r)n~a~ Ai~ort Paveanont Design and Evaluation Measurement, Cons~ractiun, and Maintenance of Skid Resistant A/rport Pavement Surfaces Airart Laaclscap~ng for Noise Control Purposes Airpor~ Pavement Design for the Boeing 777 Airplane Runway Langth Requirements for Airport Design Standards for Airport Markings Installation Details for Runway Canmrline Touchdown Zone Lighting Systems Segraeated Circle Airport Marker System Economy Approach Lighting Aids Standby Power for Non-FAA Airport Lighting Systems Standards for Airport Sign Systems Taxiway Centexline Lighting System Airpoxt Miscellaneous Lighting Visual Aids Supplemantal Wind Canes Runway and Taxiway Edge Lighting System Air-to-Ground Radio Control of Airport Lighting Systems Specification for L$21 Panels for Remote Cuntrol of A~rt Lighting Circuit Selector Switch Specification for L824 Underground Electrical Cable for Airport Lighting Circuits Specification for Constant Current Regulators Regulator Menimrs Specification for Airport and Heliport Beacon Specification for L841 Auxiliar~ Relay Cabinet Assembly for Pilot Control of Airport Lighting Circuits Sp~ificafion for L823 Plug and Receptacle, Cable Connectors Specification for Wind Cone Assemblies lh'acision Approach Path Indicator (PAPI) Systems FAA Specification L853, Runway and Taxiway Centertine Retroreflecfive Markers Specificatiun for Airport Light Bases, Transformer Housings, Junction Boxes and Accessories Specification for Obstruction Lighting Equipment Speeificatien for Taxiway and Runway Signs Lightweight Approach Light Stmc~ Specification for Runway and Taxiway Light Fixtures Isolation Transformers for Airport Lighting Systems Specification L854, Radio Control Equipment Specification for Portable Runway Light~ Sl~:ificafion for Discharge-Type Flasher Equipment Generic Visual Glideslope Indicatm~ (GVGI) Airport Lighting Equipment Certification Program Planning and Design of Airport Terminal Facilities at NonHub Locations Airport Signing & Caraphlcs Page 23 of 27 150/5360-13, CHG 1 150/5370-2C 150/5370-6B 150/5370-10A CHG 1, 2, 3, 4, 5, 6, 7, 8, 9 150/5370-11, CHG 1 150/5370-12 150/5390-2A 150/5390-3 Planning a~d Design Guidance for Airport Terminal Facilities Operational Safety on Airports During Consttuction ConsmmS. en Progxess and Inspection Report-Airport Grant Progncm Smd,mis for Sp~ifying Construction of Airpom Use of Nondestraetive Testing Devices in the Evaluation of Airport Pavements Quality Control of Constmclion for Airport Grant Projects Heliport Design Vcrtiport Dcsign Page 24 of 27 ATFACHMENT C CERTIHCATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS A. The grantee certifies that it will or will continue to provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition: (b) Establishing an ongoing drug-flee awareness program to inform employees about- (l) The dangers of drug abuse in the workplace; (2) The grantee's policy of maintaining a drug-free workplace; (3) Any available drag counseling, rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition o femployment under thc grant, the employee will- (t) Abide by the terms of the statement; and (2) Notify the employer in writing of his or her conviction for a violation of a criminal drag statute occurring in the workplace no later than five calendar days after such conviction; (e) Notifying the agency in writing, within ten calendar days after receiving notice under paragraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position rifle, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notices shall include the identification number(s) of each affected grant; (f) Taking one of the following actions, within 30 calendar days of receiving notice under paragraph (d)(2), with respect to any employee who is so convicted- (l) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and (f), B. The grantee may insert in the space provided below the site(s) for the performance of work done in connection with the specific grant: Place of Performance (Street address, city, county, state, zip code) Check ff~tl~e~ :re ar~ on file that are not identified here. Signed: /' D(~(] ~t/YI443--- Dated: Page 25 of 27 ATTACHMENT D PAVEMENT MAINTENANCE MANAGEMENT PROGRAM An effective pavement maintenance management program is one that details the procedures to be followed to assure that proper pavement maintenance, both preventative and repair, is performed. An airport sponsor may use any form of inspection program it deems appropriate. The program must, as a minimum, include the following: 1, Pavement Inventory. The following must be depicted in an appropriate form and level of details: a. location of all runways, taxiways, and aprons b. dimensions c. type of pavement d. year of construction or most recent rehabilitation For compliance with the Airport Improvement Program assurances, pavements that have been constructed, reconstructed, or repaired with Federal financial assistance shall be so depicted. 2. Inspection Schedule. Detailed Inspection. A detailed inspection must be performed at least once a year. Ifa history of recorded pavement deterioration is available, i.e. Pavement Condition Index (PCI) survey as set forth in Advisory Circular 150/5380-6, Guidelines and Procedures for Maintenance of Airport Pavements, the frequency of inspections may be extended to three years. b. Drive-by Inspection. A drive-by inspection must be performed a minimum of once per month to detect unexpected changes in the pavement condition. 3. Record Keeping. Complete information on the findings of all detailed inspections and other maintenance performed must be recorded and kept on file for a minimum of five years. The types of distress, their locations, and remedial action, scheduled or performed, must be documented. The minimum information to be recorded is listed below. a. inspection date b. location c. distress types d. maintenance scheduled or performed For drive-by inspections, the date of inspection and any maintenance performed must be recorded. 4. Information Retrieval. An airport sponsor may use any form of record keeping it deems appropriate, so long as the information and records produced by the pavement survey can be retrieved to provide a report to the FAA as may be required. 5. Reference. Refer to Advisory Circular 150/5380-6, Guidelines and Procedures for Maintenance of Airport Pavements, for specific guidelines and procedures for maintaining airport pavements and establishing an effective Page 26 of 27 maintenance program. Specific types of distress, their probable causes, inspection guideline, and recommended methods of repair are presented. Page 27 of 27 ORDINANCE NO. ~O0~ -~,~84 AN ORDINANCE OF THE CITY OF DENTON, TEXAS REQUESTING NON- PRIMARY ENTITLEMENT FUNDS FROM THE TEXAS DEPARTMENT OF TRANSPORTATION FOR A PROJECT FOR THE PURCHASE AND INSTALLATION OF AIRPORT RADIO EQUIPMENT AT THE DENTON MUNICIPAL AIRPORT; AUTHORIZING AND DIRECTING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE DOCUMENTS ON BEHALF OF THE CITY OF DENTON IN ORDER TO IMPLEMENT THE PROJECT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Denton, Texas, hereinafter referred to as Sponsor, intends to make certain improvements to the Denton Municipal Airport; and WHEREAS, the general description of the project is described as the purchase and installation of airport radio equipment (the "Project"); and WHEREAS, the Sponsor is currently eligible for federal Non-Primary Entitlement Funds of $150,000.00; and WHEREAS, the total Project cost is estimated to be $166,667.00; and WHEREAS, the Sponsor has available and will provide at least 10% of the project costs with local funds and understands that the above mentioned entitlement funds cannot be increased; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Sponsor hereby requests federal Non-Primary Entitlement funds from the Texas Department of Transportation for the Project and related improvements. SECTION 2. The Sponsor hereby authorizes and directs the City Manager or his designee to execute on behalf of the Sponsor, at the appropriate time, and with the appropriate authorizations of this City Council, all contracts and agreements with the Texas Department of Transportation, and such other parties as shall be necessary and appropriate for the implementation of the Project and related improvements to the Denton Municipal Airport. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~,/~day of ~ ,2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: Page 2 CERTIFICATION OF PROJECT FUNDS I, Anna Mosqueda , Director, Management and Budget , (Name) (Title) do certify that sufficient funds to meet the City of Denton share of project costs as identified for the project and will be available in accordance with the schedule shown below: SPONSOR FUNDS Source Amount Date Available Funds approved in City Ordinance 2002-050 $1,015,421 February 19, 2002 City of Denton, 'Texas B¥~~~--~ Title: Director of Management and Budget DRAFT AIRPORT ADVISORY BOARD MINUTES JANUARY 14, 2004 After determining that a quorum was present, the Airport Advisory Board convened in a Regular Meeting on Wednesday, January 14, 2004 at 5:30 p.m. in the Airport Terminal Building at 5000 Airport Road, Denton, Texas. BOARD MEMBERS PRESENT: Chairman Woolfolk; Board Members Eames, Hannah, Kristoferson, Vann and Smith BOARD MEMBERS ABSENT: Ron Keaton IV. Receive a report, hold a discussion, provide direction and take action on Airport Project Participation Agreement for Radio and Communication Equipment-Mr. Nelson stated the Airport Project Participation Agreement (APPA) for radio and communication equipment reimbursement is a follow up to the December 2, 2003 City Council approved ordinance requesting application for a reimbursement grant. TxDOT approved the application and is requesting the City to enter into the formal grant agreement. After discussion, Board Member Vann moved, Eames seconded to recommend the APPA to the City Council for approval. Motion carried 6.0. AGENDA INFORMATION SHEET AGENDA DATE: February 3, 2004 DEPARTMENT: CM/DCM/ACM: Airport and Transportation Operations Jon Fortune, Assistant City Manager SUBJECT Consider adoption of an Ordinance of the City of Demon authorizing the City Manager, or his designee, to execute on behalf of the City of Demon an acceptance of an offer from the Texas Department of Transportation relating to a grant for routine Airport Maintenance Program; authorizing the City Manager to expend funds provided for in the gram program; and declaring an effective date (TxDOT) Project No.: AM2004DNTON; and TxDOT CSJ No.: M418DNTON). BACKGROUND On February 18, 1997 the City of Denton entered into an Agreement with the Texas Department of Transportation (TxDOT), Aviation Division known as the Routine Airport Maimenance Program (RAMP). The RAMP gram provides for a fifty percem (50%) State-funding match with the local government sponsor. The grant has a cap of $30,000 of State assistance. This is an increase of $20,000 over the original 1997 RAMP gram. The Demon Airport budget has $30,000 in matching funds for a total of $60,000 to be applied toward Airport maimenance projects. Airport Staff has idemified several projects that could be completed with this grant. ESTIMATED SCHEDULE OF PROJECT TxDOT is requesting two signed agreements to be returned expeditiously. The State must approve its share of funding prior to the start of the project. It is anticipated that all projects will be completed by August 31, 2004. PRIOR ACTION/REVIEW The City Attorney's Office has reviewed and approved this ordinance. The Airport Advisory Board unanimously recommends approval of this Agreemem. FISCAL INFORMATION The City's fifty percent (50%) match of $60,000 is $30,000. for the RAMP grant in the 2003-2004 Airport budget. Funds have been authorized EXHIBITS Ordinance TxDOT Grant Agreement Airport Board Minutes Respectfully submitted: Mark Nelson Director of Airport and Transit Operations S:\Our Documents\Ordinances\04\TxDOT Airport Maintenance Grant. doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR I-~S DESIGNEE, TO EXECUTE ON BEHALF OF THE CITY OF DENTON AN ACCEPTANCE OF AN OFFER FROM THE TEXAS DEPARTMENT OF TRANSPORTATION RELATING TO A GRANT FOR ROUTINE AIRPORT MAINTENANCE PROGRAM; AUTHORIZING THE CITY MANAGER TO EXPEND FUNDS PROVIDED FOR IN THE GRANT PROGRAM; AND DECLARING AN EFFECTIVE DATE (TxDOT Project No.: AM 2004DNTON; AND TxDOT CSJ No.: M418DNTON).' THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1_ The City Manager of the City of Denton, or his designee, is hereby authorized to execute on behalf of the City of Denton an acceptance of an offer fi:om the Texas Department of Transportation relating to a grant for Routine Airport Maintenance Program, a copy of such grant being attached hereto and made a part hereof for all purposes (the "Grant Agreement"). S.EC..~2).h~. The City Manager is hereby authorized to expend such funds as are provided for in the Grant Agreement. SECTION 3. This ordinance shall become effective mediately upon its passage and approval. PASSED AND APPROVED this the day of ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERB~ATTORNEY BY: - 6/ TEXAS DEPARTMENT OF TRANSPORTATION GRANT FOR ROUTINE AIRPORT MAINTENANCE PROGRAM (State Assisted Airport Routine Maintenance) TxDOT Project No.: AM 2004DNTON TxDOT CSJ No.: M418DNTON Part I - Identification of the Project TO: The City of Denton, Texas FROM: The State of Texas, acting through the Texas Depamnent of Transportation This Grant is made between the Texas Department of Transportation, (hereinafter referred to as the "State"), on behalf of the State of Texas, and the City of Denton, Texas, (hereinafter referred to as the "Sponsor"). This Grant Agreement is entered into between the State and SponSor.shown above, under the authority granted and in compliance with the provisions of the Transportation Code, Chapter 21. The project is for airport maintenance at'the Denton Municipal Airport. Part H - Offer of Financial Assistance For the purposes of this Grant, the annual routine 'naintenance project cost, Amount A, is estimated as found on Attachment A, Scope of Services, attached hereto and made a part of this grant agreement. State financial assistance granted will be' used solely and exclusively for airport maintenance and other incidental items as approved, by the State. Actual work to be performed under this agreement is found on Attachment A, Scope of Services. State financial assistance, Amount B, will be for fifty percent (50%) of the eligible project costs for this.project or $30,000.00, which ever is less, per fiscal year and subject to availability of state appropriationS. The Sponsor may request the State to provide mowing services, services to be provided at the discretion of the State. However, mowing services will not be eligible for state financial assistance. Sponsor will be responsible for 100% of costs of any mowing .services. Page 1 of 12 AVN4301 +DOC (9/2004) Scope of Services, Attachment A, oftlfis Grant, may be amended, subject to availability ofstate funds, to include additional approved fir'port maintenance work. Scope amendments require submittal of an Amended Scope of Services, Attachment A. Service~ will not be accomplished by the State until receipt of Sponsor's share of project costs. Only work items as described in .Attachment A, Scope of Services of this Grant are reimbursable under this grant. Work shall be accomplished by August 31, 2004, unless otherwise approved by the State. The State shall determine fair and eligible project costs for work scope. Sponsor's share of. estimated project costs, Amount C, shall be as found on Attachment A and any amendments. It is mutually understood and agreed that if, during the term of this agreement, the State determines that there is an overrun in the estimated annual routine maintenance costs, the State may increase the grant to cover the mount of the ovemm within the above stated percentages and subject to the maximum amount of state funding. The State will not authorize expenditures in excess of the dollar amounts identified in this Agreement and any amendments, without the consent of the Sponsor. Sponsor, by accepting this Grant certifies and, upon request, shall furnish proof to the State that it has sufficient funds to meet its share of the costs.· The Sponsor grants to the State the right to audit any books and records of the Sponsor to verify expended funds. Upon execution of this Agreement and written demand by the' State, the Sponsor's financial obligation (Amount C) shaI1 be due in cash and payable in full to the State. State may request the Sponsor's fmahcial obligation in partial payments. Should the SpOnsor fail to pay their obligation, either in whole oi' in part, within 30 days of written demand, the State may exercise its rights under.Paragraph V-3. Likewise, should the State be unwilling or tmable to pay its obligation in a timely manner, the failure to pay shall be considered a breach and the Sponsor may exercise any fights and remedies it has at law or equity. The State shall reimburse or credit the Sponsor, at the 'financial 'closure of the project, any excess funds provided by the Sponsor which'exceed Sponsor's share (Amount C). The Sponsor. specifically agrees that it shall pay any project costs which exceed the amount of financial participation agreed to by the State. It is further agreed that the Sponsor will reimburse the State for any payment or payments made by the State which are in excess of the percentage of fmanciai assistance (Amount B) as stated in Paragraph II- 1. · Scope of Services may be accomplished by State contracts or through local contracts of the Page 2 of 12 AVN4301 .DOC (9/2004) Sponsor as determined appropriate by the State. All locally contracted work must be approved by the State for scope and reasonable cost. Reknbursement requests for locally contracted work shall be submitted on forms provided by the State and shall include copies, of the invoices for materials or services. Payment shall be made for no more than 50% of allowable charges. The State will not participate in funding for force account work conducted by the Sponsor. This Grant shall terminate upon completion oi~the, scope of services. Part III - Sponsor Responsibilities In accepting this Grant, if applicable, the Sponsor guarantees that: it will, in the operation of the facility, COmply with all applicable state and federal laws, · roles, regulations, procedures, covenants and assurances required by the State in COnnection with this Grant; and ' the Airport or mvigational facility which is the subject of this Grant shall be controlled by the Sponsor for a period of at least 20 years; and consistent with safety and security requirements, it shall make the airport or air navigational facility available to all types, kinds and classes of aeronautical use without discrimination between such types, kinds and classes and shall Provide adequate public access during the period of this Grant; and it shall not grant or permit anyone to exercise an exclusive right for the conduct of aeronautical activity on or about an airport landing area. Aeronautical activities include, but are not limited to scheduled airline flights, charter flights, flight instruction, aircraft sales; rental and repair, sale of aviation petroleum products and aerial applications. The landing area cor/sists of runway~ or lading strips, taxiways, parking aprons, roads, akport lighting' and navigational aids; and · 'it shatl not enter into any agreement nor permit any akcraft to gain direct ground access to the sponsor's airport from private property adjacent to or in the immediate area of the airport. Further, 'Sponsor shall not allow aircraft direct ground access to private property. Sponsor shall be subject to this prohibition, commonly known as a "linough-the-fence oPeration,'' unless an excePtion is granted in writing by the State due to extreme ckcumstances; and f. it shall not permit norVaemnautic.al use of a/rport facilities without prior apProval of the State; and Page 3 of 12 AVN4301 .DOC (9/2004) the Sponsor shall submit to the State annual statements of airport revenues and expenses when requested; and ~tll fees collected for the use of the airport shall be reasonable and nondiscriminatory. The proceeds from such fees shall be used solely for the development, operation and maintenance ofthe airport or navigational facility; and an Airport Fund shall be established by resolution, order or ordinance in the treasury of the Sponsor, or evidence of the prior creation of an existing airport fund or a properly executed copy of the resolution, order, or ordinance creating such a fund, in_all be submitted to the State. The fund may be an account as part of another fimd, but must be accounted for in such a manner that all revenues, expenses, retained earnings, and balances in the account are discernible from other types of moneys identified in the fund asa whole. Ail fees, charges, rents, and money from any source derived from airport operations must be deposited in the Airport Fund and shall not be diverted to the general revenue fund or any other revenue fund of the Sponsor. All expenditures from the Airport Fund shall be solely for airport purposes. Sponsor shall be ineligible for a subsequent grant or loan by the State unless, prior to such subsequent approval of a grant or loan, Sponsor has complied with the requirements of this subparagraph; and the Sponsor shall operate nmway Iighting at least at low intensity from sunset to sunrise; and insofar as it is reasonable and within its power, Sponsor shall adopt and enforce zoning regulations to restrict the height of structures and use of 'land adjacent to 'or in the immediate vicinity of the airport to heights and activities compatible with normal airport operations as provided in Tex. Loc. Govt. Code Ann. SectiOns 241.001 et seq. (Vernon and Vernon Supp.). SponsOr shall also acquire and retain avigafion easements or other property interests in or rights to use of land or airspace, unless sponsor can show that acquisition and retention of such interest will be impractical or will result in undue hardship to Sponsor. Sponsor shall be ineligible for a subseqi~ent grant or loan by thee State unless Sponsor has, prior to subsequent approval of a grant or loan, adopted and passed an airport hazard zoning ordinance or order approved by the State. The Sponsor, to the eXtent of its bgal authority to do so, shall save haurdess the State, the State's agents, employees or ~contractors fi-om all claims and liability due to activities of the Sponsor, the Sponsor's agents or employees performed under this agreement. The Sponsor, to the extent of its legal authority to do so, shall also save harmless the State, the State's agents, employees or contractors from any and all expenses, including attorney fees which might be incurred by the State in litigation or othenvise resisting claim or liabilities .which might be Page 4 of 12 AVN430 I.DOC (9/2004) o imposed on the State as the result of those activities by the Spoi~sor, the Sponsor's agents or employees. The Sponsor's acceptance of this Offer and ratification and adoption of this Grant shall be evidenced by execution of this Grant by the Sponsor. The Grant shall comprise a contract, constitnting the obligations and rights of the State of Texas and the Sponsor with respect to the accomplishment of the project and the operation and maintenance of the airport. If it becomes unreasonable or impractical to complete the project, the State may void this agreement and release the Sponsor from any further obligation of project costs. Upon entering into this Grant, Sponsor agrees to nmrte an individual, as the Sponsor's Authorized Representative, who shall be the State's contact with regard to this project. The Representative shall receive all correspondence and documents associated with this grant and shall make or shall acquire approvals and disapprovals for this grant as required on behalf of the Sponsor, and coordinate schedule for work items as required. By the acceptance of grant funds for the maintenance of eligible airport buildings, the Sponsor certifies that the buildings are owned by the City and/or County. The buildings may be leaSed but if the lease agreement specifies that the lessee is responsible for the upkeep and repairs of the building no state funds shall be used for that purpose. Sponsor shall request reimbursement of eligible project costs on forms provided by the State. All reimbursement requests are required to include a copy of the invoices for the materials or services. The reimbursement request will be submitted no more than once a month. The Sponsor's acceptance of this Agreement shall comprise a Grant Agreement, as provided by the Transportation Code, Chapter 21, constituting the cohtracmal obligations and rights of the State of Texas 'and the Sponsor with respect to the accomplishment of the airport maintenance and compliance with the assurances and conditions as provided. Such Grant Agreement shall become effective upon the State's written Notice to 'Proceed issued following execution of this agreement. AVI~430 I.DOC (9/2004) Page 5 of 12 PART IV - Nomination of the Agent The Spqnsor designates the State as the party to receive and disburse all funds used, or to be used, ia payment of the costs of the project, or in'reimbursement to either of the parties for costs incurred. The State shall, for all purposes in connection with the project identified above, be the Agent of the Sponsor. The Sponsor grants the State a power of attorney to act as its agent to perform the following services: accept, receive, and deposit with the State any and all project funds granted, allowed, and paid or made available by the Sponsor, the State of Texas, or any other entity; b. enter into contracts as necessary for execution of scope of services; if State enters into a contract as Agent: exercise supervision and direction of the project work as the State reasonably fmds appropriate. Where there is an irreconcilable conflict or difference of opinion, judgment, order or direction between the State and the Sponsor or any service provider, the State shall issue a written order which shall Prevail and be controtlifig; receive, review, approve and pay invoices, and payment requests for sercices and materials supplied in accordance with the State approved contracts; obtain an audit as may be required by state regulations; the state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. reimburse sponsor for approved contract maintenance costs no more than once a month. PART V - Recitals 1. '. This Grant is' executed for the sole benefit of the contracting parties and is nOt intended or · . executed for the direct or incidental benefit of any third party. 2. ' It is the intent of this grant to not supplant local funds normally utilized for airport maintenance, Page 6 of 12 AVN4301,DOC (9/2004) and that any state financial assistance offered under this grant be in addition to those local funds normally dedicated for airport maintenance. This Grant is subject to the applicable provisions of the Transportat/on Code, Chapters 21 and 22, and the Airport Zoning Act, Tex. Loc. Govt. Code Ann. Sections 241.001 et seq. (Vernon and Vemon Supp.). Failure to comply with the terms of this Grant or with the roles and statutes shall be considered a breach of this contract and will allow the State to pursue the remedies for breach as stated below. Of primary importance to the State is compliance with the terms and conditions oftkis Grant. If, however, after all reasonable attempts to require compliance have failed, the State finds that the SPOnsor is unwilling and/or unable to comply with any of the terms of'this Grant, the State, may pursue any of the following remedies: (1) require a refund of any financial assistance money expended pursuant to this Grant, (2) deny Sponsor's future requests for aid, (3) request the Attorney General to bring suit seeking reimbursement of any financial assistance money expended on the project pursuant to tiffs Grant, provided however, these remedies shall not limit the State's authority to enforce its roles, regulations or orders as otherwise provided by Iaw, (4) declare this Grant null and void, or (5) any other remedy available at law or in equity. Venue for resolution by a court of competent jurisdiction of any dispute arising under the terms of this Grant, or for enforcement of any of the provisions of this Grant, is specifically set by Grant of the parties in Travis CoUnty, Texas. The State reserves the right to amend or withdraw this Grant at any time prior to acceptance by the Sponsor. The acceptance period cannot be greater than 30 days after issuance unless extended by the State. This Grant constitutes the full and total understanding of the parties concerning thek fights and responsibilities in regard' to this project and shall rot be modified, 'amended, rescinded or revoked unless such modification, amendment, rescission or revocation is agreed to by both' parties in writing and executed by both parties. Alt commitments by the Sponsor and the State are subject to constitutional and Statutory limitations and restrictions binding upon the Sponsor and the State' (including S~:tions 5 and 7 of' Article 11 of the Texas Constitution, if applicable) and to the availability of funds which lawfully may be applied. AVN4301 .DOC (9/2004) Page 7 of 12 Part VI - Acceptances Sponsor The City of Denton, Texas, does ratify and adopt all statements, representations, warranties, covenants, agreements, and all terms and conditions of this Grant. Executed this day of ,20 City of Dentor~ Texas Sponsor Witness Signature Sponsor Signature Witness Title Sponsor Title Certificate of Attorney I, ~ ~¢'~clCle_/,~' , acting as attorney for C} 4-~ 0-~ D~x.4~ , Texas, do certify that I ~ve fully examined the Grant and the proceedings taken by the Sponsor relating to the acceptance of the Grant, and fred that the manner of acceptance and execution of the Grant by the Sponsor, is in accordance with the laws of the State of Texas. Dated at ., Texas, this __ Wimess Signature W~e~s Title I daY ,~~~. ~ I~ ,20 AVN4301 .DOC (9/2004) Page 8 of 12 Acceptance· of the State Executed by and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs and grants heretofore approved and authorized by the Texas Transportation Commission. STATE OF TEXAS TEXAS DEPARTMENT OF TRANSPORTATION Date: AVN430I .DOC (9/2004) Page 9 of 12 Attachment A Scope of Services TxDOT CSJ No.:M418DNTON PAVEMENTS : $42,50.0,,.00 $21,25'0.00 $21,250.00 GENERAL MAINTENANCE $1,500.00 , $750.00 $750.00 PAVEMENT MARKINGS $0.00 $0.00 ,,, $0.00 GRADIN. G, (DRAINAGE $0.00 .,, $0.00 $0.,0.0.. MISCELLANEOUS - , ...... $16~000.00 $8,0,,0,0.00 ,,,,, $8?000.00 ITotai ...... , ....... $60,000.00 .... $,3,,0,000.00 $30,000.00 V ' ~ Signature Title: Dir., Airport/Transit Operations Date: Notes: (explanations of any specifications or variances as needed for above scope items) PAVEMENTS - City to contract for resurfacing Of airport access road, Masch Branch Rd. to FBO, purchase material for repair and pre...v..e..ntafive maintenance on aircraft movement areas GENERAL MAINTENANCE - TxDOT district to app!y herbicide MISCELLANEOUS - City to contract for constmcfion of maintenance ..shed, airport entrance landscavin~, concrete drainage spillway for fuel storage area, beacon and tower remaval. Only work items as described reimbursable under this grant AVN4301 .DOC (9/2004) in Attachment A, Scope of Services of this Grant are Page 10 of 12 CERTIFICATION OF AIRPORT FUND TxDOT CSJ No.: M418DNTON The City of Denton does certify that an Airport Fund has been established for the Sponsor, and that all fees, charges, rents, and money from any source derived fi'om a/rport operations w/Il be deposited for the benefit of the Ah'pon Fund and will not be diverted for other general revenue fund expenditures or any other special fund of the Sponsor and that all expenditures from the Fund will be solely for airport purposes. The fund may be an account as part of another fund, but must be accounted for in such a manner that all revenues, expenses, retained earnings, and balances in the account are discemible from other types of moneys identified in the fund as a ~vhole. The City of Denton, Texas (Sponsor) Tille: Dir. Management & Budget Date: AVN430 I.DOC (9/2004) Page 11 of t2 DESIGNATION OF SPONSOR'S AUTHORIZED REPRESENTATIVE TxDOT CSJ Number: M418DNTON TheCity of Denton designates, Mark Nelson, Dir. Airport/Transit Operations (Name, Title) as the Sponsor's authorized representative, who shall receive all correspondence and documents associated with this grant and who shall make or shall acquire approvals and disapprovals for this grant. as required on behalf of the Sponsor. City of Denton, Texas (Sponsor) By.'. Title: City Manager DESIGNATED REPRESENTATIVE Mailing Address: 5000 Airport ROad Dent°n, TX 76207 Date: Overmght Mailing Address: Same as Above Telephone/Fax Number: (940) 349-7702 Fax (940). 349-7289 Email address (if available): .mark_nelson@cityofdenton. tom AVN430I.DOC (9/2004) . Page 12 of 12 DRAFT AIRPORT ADVISORY BOARD MINUTES JANUARY 14, 2004 After determining that a quorum was presem, the Airport Advisory Board convened in a Regular Meeting on Wednesday, January 14, 2004 at 5:30 p.m. in the Airport Terminal Building at 5000 Airport Road, Demon, Texas. BOARD MEMBERS PRESENT: Chairman Woolfolk; Board Members Eames, Hannah, Kristoferson, Vann and Smith BOARD MEMBERS ABSENT: Ron Keaton lll. Receive a report, hold a discussion, provide direction and take action on Routine Airport Maintenance Project Grant-Mr. Nelson stated the Routine Airport Maintenance Project Gram amoum was $60,000 and was a 50:50 match gram with the City's share of $30,000 budgeted for this fiscal year. Mr. Nelson summarized the projects listed in the grant. Board Member Smith moved, Vann seconded to recommend to City Council for approval. Mr. Vann requested grant to be used to improve taxiway right-of-way. Motion carried 6.0. AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: ACM: February 3, 2004 Tax Kathy DuBose, Fiscal and Municipal Services SUBJECT Consider approval of tax refunds for the following property taxes: Tax Name Reason Year Amount Ii ~ an i ~ ~SuPP!~nt ~an¢ B. Amplicon Financial DCAD Supplemental Change 2002 932.14 D: Roberson, Linw00d & EU!a DuPlicate Payment Re,nd 2001 670.59 E ~11 ~ g ~i an~i ~ ~ntR~ BACKGROUND Chapter 31.11 of the Texas Property Tax Code requires the approval of the governing body of the taxing unit for refunds in excess of $500.00. FISCAL INFORMATION The tax overpayment revenue fund would be reduced by $8,182.42 Respectfully submitted: Diana G. Ortiz Director of Fiscal Operations AGENDA DATE: DEPARTMENT: ACM: AGENDA INFORMATION SHEET February 3, 2004 Treasury Kathy DuBose, Fiscal and Municipal Services SUBJECT Consider approval of a Resolution reviewing and adopting the Investment Policy for funds for the City of Denton; designating an investment officer; providing a savings and repealing clause; and providing an effective date. BACKGROUND In accordance with the Public Funds Investment Act, the City of Denton Investment Policy must be approved by the City Council at least annually. The Policy establishes investment parameters and guidelines for the investment program. It also designates the authorized investment officer responsible for the daily investment activity by the City. Staff is recommending no changes to the policy. RECOMMENDATION Staff recommends that the City Council approve Investment Policy 408.04. The Policy continues to comply with the Public Funds Investment Act. PRIOR ACTION/REVIEW Investment Policy 408.04 was presented to the Investment Committee on Monday, January 12, 2004. All Committee members voted for approval and recommended the Policy be submitted to the City Council for review (5-0). Respectfully submitted: Diana G. Ortiz Director of Fiscal Operations S:Our Documalt s Resolutions 04 lm estlnalt Policy Rex Jew doc RESOLUTION NO. A RESOLUTION REVIEWING AND ADOPTING THE INVESTMENT POLICY FOR FUNDS FOR THE CITY OF DENTON; DESIGNATING AN INVESTMENT OFFICER; PROVIDING A SAVINGS AND A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council passed Resolution No. 96-061 on October 15, 1996, which adopted an Investment Policy for Funds for the City, in compliance with the Public Funds Investment Act, 74th Leg., ch. 402, 1995 Tex. Sess. Law Serv. 2958 (Vernon) (TEX. GOV'T CODE Ann. Ch. 2256); and WHEREAS, by Resolution No. 97-026, passed by the City Council on June 10, 1997, the City's Investment Policy was amended; and WHEREAS, by Resolution No. 97-077, passed by the City Council on December 16, 1997, the City's Investment Policy was amended; and WHEREAS, by Resolution No. 98-067, passed by the City Council on December 15, 1998, the City's Investment Policy was reviewed and adopted; and WHEREAS, by Resolution No. 99-047, passed by the City Council on September 21, 1999, the City's Investment Policy was amended; and WHEREAS, by Resolution No. 2000-065, passed by the City Council on December 19, 2000, the City's Investment Policy was amended; and WHEREAS, by Resolution No. 2001-072, passed by the City Council on December 18, 2001, the City's Investment Policy was amended; and WHEREAS, by Resolution No. 2002-055, passed by the City Council on December 10, 2002, the City's Investment Policy was amended; and WHEREAS, the City Council desires to review the Investment Policy for compliance to the Public Funds Investment Act, TEX. GOV'T CODE ch. 2256, by the 76th Legislature; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. That the City Council has reviewed the attached City of Denton Investment Policy, which contains the investment policies and strategies and hereby adopts the attached Investment Policy. S:Our Documalt s Resolutions 04 lm estlnalt Policy Rex Jew doc SECTION 2. That the Assistant City Manager of Fiscal and Municipal Services is hereby designated as the chief financial officer for the City and the Director of Fiscal Operations is hereby designated as the City's investment officer to perform the functions required of her/him. The financial officer is hereby authorized to perform the functions required of her/him under the Investment Policy and in accordance with TEX. GOV'T CODE ch. 2256. SECTION 3. That all resolutions or parts of resolutions in force when the provisions of this resolution became 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 only. The non- conflicting sections, sentences, paragraphs, and phrases shall remain in full force and effect. SECTION 4. That save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of Resolution No. 96-061, Resolution No. 97-026, Resolution No. 97-077, Resolution No. 98-067, Resolution No. 99-047, Resolution No. 2000-065, Resolution No. 2001-072, and Resolution No. 2002-055 shall remain in full force and effect. SECTION 5. That this resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the __ day of .,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: Page 2 CITY OF DENTON POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE Page 1 of 14 SECTION: FINANCE POLICIES REFERENCE NUMBER: 403.06 SUBJECT: INVESTMENTS 1NITIAL EFFECTIVE DATE: 02/17/87 LAST REVISION DATE: TITLE: INVESTMENT POLICY 06/97 9/99 12/01 11/97 12/00 12/02 IL IlL PURPOSE This policy shall provide the guidelines by which the City of Denton "City" will maintain the minimum amount of cash in its bank accounts to meet daily needs, and to provide protection for its principal and liquidity while receiving the highest yield possible from investing all temporary excess cash. This policy serves to satisfy the statutory requirements of defining and adopting a formal investment policy. The policy and strategy shall be reviewed annually by the Investment Committee and City Council who will formally approve any modifications. This investment policy as approved, is in compliance with the provisions of the Public Funds Investment Act of Tex. Gov't. Code Ann. Chapter 2256, hereinafter referred to as the "Act", as amended and effective September 1, 1997. SCOPE This Investment Policy applies to the investment activities of the City of Denton, Texas. The specific funds cited hereafter in Section IIB, shall be excluded from this Investment Policy. [All financial assets of all funds, including the General Fund and any other accounts of the City not specifically excluded in these policy guidelines are included. These funds are accounted for in the City's Comprehensive Annual Financial Report (CAFR).] These funds, as well as funds that may be created from time-to-time, shall be administered in accordance with the provisions of these policies. All funds will be pooled for investment purposes. The strategy developed for this pooled fund group will address the varying needs, goals, and objectives of each fund. This policy shall not govern funds, which are managed under separate investment programs in accordance with Section 2256.004 of the Act. Such funds currently include; Employees' Retirement Fund of the City of Denton; the Firemen's and Policemen's Pension Funds of the City of Denton; other funds established by the City for deferred employee compensation; revenue bond reserve funds; and certain private donations. The City shall and will maintain responsibility for these funds to the extent required by: Federal and State Law; the City Charter; and donor stipulations. INVESTMENT OBJECTIVE & STRATEGY It is the policy of the "City" that, giving due regard to the safety and risk of investment, all available funds shall be invested in conformance with State and Federal Regulations, applicable Bond Resolution requirements, adopted Investment Policy and adopted Investment Strategy. Page 2 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 In accordance with the Public Funds Investment Act, the following prioritized objectives (in order of importance in accordance with Section 2256.005(d) of the Act), apply for each of the City's investment strategies: Suitability - Understanding the suitability of the investment to the financial requirements of the City. Any investment eligible in the Investment Policy is suitable for all City funds. Safety - Preservation and safety of principal. All investments will be of high quality securities with no perceived default risk. Market price fluctuations will however occur, by managing the weighted average days to maturity for each fund type as specified. Liquidity - To enable the City to meet operating requirements that might be reasonably anticipated, the City's investment portfolio will remain sufficiently liquid. Liquidity shall be achieved by matching investment maturities with forecasted cash flow requirements and by investing in securities with active secondary markets. Short-term investment pools and money market mutual funds provide daily liquidity and may be utilized as a competitive yield alternative to fixed maturity investments. Marketability - Securities with active and efficient secondary markets are necessary in the event of an unanticipated cash requirement. Historical market "spreads" between the bid and offer prices of a particular security type of less than a quarter of a percentage point shall define an efficient secondary market. Diversification - Investment maturities shall be staggered throughout the budget cycle to provide cash flow based on the anticipated needs of the City. Diversifying the appropriate maturity structure will reduce market cycle risk. Yield - Attaining a competitive market yield for comparable security-types and portfolio restrictions are the desired objective. The yield of an equally weighted, rolling six-month treasury bill portfolio shall be the minimum yield objective or "benchmark". A secondary objective will be to obtain a yield equal to or in excess of a local government investment pool, money market mutual fund or average Federal Reserve discount rate. The first measure of success in this area will be the attainment of enough income to offset inflationary increases. Even though steps will be taken to obtain this goal, the City's staff shall constantly be cognizant of the standard of care and the investment objectives pursuant to the provisions of the amended Act, Section 2256.006(a). The Director of Fiscal Operations shall avoid any transactions that might impair public confidence in the City's ability to govern effectively. The governing body recognizes that in diversifying the portfolio, occasional measured losses due to market volatility are inevitable, and must be considered within the context of the overall portfolio's investment return, provided that adequate diversification has been implemented. The prudence of the investment decision shall be measured in accordance with the tests set forth in Section 2256.006(b) of the Act. IV. INVESTMENT STRATEGY FOR SPECIFIC FUND GROUPS Each major fund type has varying cash flow requirements and liquidity needs. Therefore specific strategies shall be implemented considering the fund's unique requirements and the following shall Page 3 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 be considered separate investment strategies for each of the funds mentioned below. The City's funds shall be analyzed and invested according to the following major fund types.' Operating Funds' - Investment strategies for operating funds and commingled pools containing operating funds have as their primary objective to assure that anticipated cash flows are matched with adequate investment liquidity. The secondary objective is to structure a portfolio, which will minimize volatility during economic cycles. This may be accomplished by purchasing high quality, short-term securities, which will compliment each other in a laddered maturity structure. A dollar weighted average maturity of 365 days or less will be maintained and calculated by using the stated final maturity date of each security. Debt Service Funds' - Investment strategies for debt service funds shall have as the primary objective the assurance of investment liquidity adequate to cover the debt service obligation on the required payment date. Securities purchased shall not have a stated final maturity date, which exceeds the debt service payment date. A dollar weighted average maturity of 550 days or less will be maintained and calculated by using the stated final maturity date of each security. Debt Service Reserve Funds' - Investment strategies for debt service reserve emergency and contingency funds shall have as the primary objective the ability to generate a dependable revenue stream to the appropriate fund from securities with a low degree of volatility. Securities should be of high quality and, except as may be required by the bond ordinance specific to an individual issue, of short to intermediate-term maturities with stated final maturities not exceeding five (5) years. Volatility shall be further controlled through the purchase of securities carrying the highest coupon available, within the desired maturity and quality range, without paying a premium, if at all possible. Such securities will tend to hold their value during economic cycles. Construction and Special Purpose Funds' - Investment strategies for construction projects or special purpose fund portfolios will have as their primary objective to assure that anticipated cash flows are matched with adequate investment liquidity. These portfolios should include at least 10% in highly liquid securities to allow for flexibility and unanticipated project outlays. The stated final maturity dates of securities held should not exceed the estimated project completion date. A dollar weighted average maturity of 365 days or less will be maintained and calculated by using the stated final maturity of each security. Market prices for all public fund investments will be obtained and monitored through the use of Interactive Data Inc., an on-line data service or a similar qualified successor agency. V. INVESTMENT COMMITTEE Members - There is hereby created an Investment Committee consisting of the City Manager, Assistant City Manager of Finance, Director of Fiscal Operations, Mayor, and one member of the City Council. Scope - The Investment Committee shall meet at least quarterly to determine general strategies and to monitor results. Included in its deliberations will be such topics as: economic outlook, portfolio Page 4 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 diversification, maturity structure, potential risk to the City's funds, authorized brokers and dealers, and the target rate of return on the investment portfolio. Procedures - The Investment Committee shall provide minutes of its meetings. Any two members of the Investment Committee may request a special meeting, and four members shall constitute a quorum. The Investment Committee shall establish its own rules of procedures. VI. RESPONSIBILITY AND STANDARD OF CARE Delegation & Training - The management responsibility for the investment program is hereby delegated to the Assistant City Manager of Finance, who shall establish written procedures for the operation of the investment program, consistent with this investment policy. Such procedures shall include explicit delegation of authority to the individual(s) responsible for investment transactions. The primary individual who shall be involved in investment activities will be the Director of Fiscal Operations. The Cash & Debt Administrator will have a support role. The Assistant City Manager of Finance and Director of Fiscal Operations are designated as investment officers, pursuant to section 2256.005 subsection f of the Act. Accordingly, the investment officers, who shall be the chief financial officer and the investment officer of the City for the purposes of Section 2256.008 of the Act, shall attend at least one training session relating to their responsibility under the Act within 12 months after assuming duties. These sessions and additional investment training sessions must be completed no less often than once every two fiscal years commencing September 1, 1997 and these financial officers shall receive not less than 10 hours of instruction relating to investment responsibilities. The training must include education in investment controls, security risks, strategy risks, market risks, and compliance with the Public Funds Investment Act. The investment training session shall be provided by an independent source approved by the investment committee. For purposes of this policy, an "independent source" from which investment training shall be obtained shall include a professional organization, an institute of higher learning or any other sponsor other than a Business Organization with whom the City of Denton may engage in an investment transaction. Thus, these independent sources will be training sessions sponsored by Government Treasurers Organization of Texas (GTOT), University of North Texas (UNT), Government Finance Officers Association of Texas (GFOAT). No persons may engage in investment transactions except as provided under the terms of this policy and the procedures established by the Assistant City Manager of Finance. The Assistant City Manager of Finance shall be responsible for all transactions undertaken, and shall establish a system of control to regulate the activities of the Director of Fiscal Operations. The controls shall include a quarterly process of independent review by an individual or firm designated by the Assistant City Manager of Finance, and an annual review by an external auditor. The reviews will provide internal control by assuring compliance with policies and procedures. The Assistant City Manager of Finance, Director of Fiscal Operations, Mayor, City Council, City Manager and other Finance employees shall be personally indemnified in the event of investment loss provided the Investment Policies and Guidelines are followed. Conflicts' of Interest - All participants in the investment process shall seek to act responsibly as custodians of public assets. Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Page 5 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 Disclosure - Anyone involved in investing City funds shall file with the Assistant City Manager of Finance and the Investment Committee a statement disclosing any personal business relationship and any material financial interest in a business organization that handle City of Denton investments. An investment officer has a personal business relationship with a business organization if: The investment officer owns 10% or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; Funds received by the investment officer from the business organization exceed 10% of the investment officers gross income for the prior year; or The investment officer has acquired from the business organization during the prior year investments with a book value of $2,500 or more for the personal account of the investment officer. Any investment officer who is related within the second degree by affinity or consanguinity as determined under the Tex. Gov't. Code Ann. Ch. 573 to an individual seeking to sell an investment to the City shall file a statement disclosing that relationship with the City Council and the Texas Ethics Commission. Prudence - The standard of prudence to be used by the investment officials shall be the "Prudent Person Rule", as set forth in Tex. Gov't. Code Ann. Sec. 2256.006 and will be applied in the context of managing an overall portfolio: "Investments shall be made with judgement and care under circumstances then prevailing - which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived." Investment officials acting in accordance with written procedures and the investment policy and exercising due diligence shall be relieved of personal responsibilities for an individual security's credit risk or market price change, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. Reporting Monthly - The Director of Fiscal Operations shall submit monthly an investment report, to the Investment Committee, that summarizes recent market conditions, economic developments and anticipated investment conditions. The report shall summarize the investment strategies employed, describe the portfolio in terms of investment securities, maturities, risk characteristics and other features. The report shall include total investment return to date and compare the return with budgetary expectations or projections. Page 6 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 Quarterly - The Director of Fiscal Operations shall prepare and present to the Investment Committee and City Council a written report on the City's investment transactions for the preceding reporting period. The report shall: 1) describe in detail the investment position of the City as of the end of the reporting period, 2) prepared jointly by all investment officers, 3) signed by each investment officer, 4) contain a summary statement of each pooled fund including a) beginning market value for the reporting period, b) additions and changes to the market value during the period; c) ending market value for the period; and d) fully accrued interest for the reporting period. The summary statement for each fund group must be prepared in compliance with Generally Accepted Accounting Principles (GAAP). 5) State the book value and market value of each separately invested asset at the beginning and end of the reporting period by type of asset and fund type invested; 6) state the maturity date of each separately invested asset that has a maturity date, 7) state the account or fund or pooled group fund for which each individual investment was acquired; and 8) state the compliance of the investment portfolio of the City as it relates to the investment strategy of the City and with relevant provisions of the Tex. Gov't. Code ch. 2256. Annually - Within ninety (90) days of the end of the Fiscal Year, the Director of Fiscal Operations shall present a comprehensive annual report to the City Council on the investment program and investment activity. The annual report shall provide a separate quarterly comparison of returns and suggestions for improvements that might be made in the investment program. The City Council shall review and approve the investment policy and investment strategies at least annually and be documented by rule, order, ordinance or resolution which shall include any changes made. Compliance Audit- The City's external, independent auditor will conduct an annual review of the quarterly reports in conjunction with the annual financial audit. The results of the audit will be reported to City Council upon receipt. The audit will review compliance with management control on investments and adherence to this policy. The guidelines of retaining records for seven years as recommended in the Texas State Library Municipal Records Manual should be followed. The Director of Fiscal Operations shall oversee the filing and/or storing of investment records. VII. SUITABLE AND AUTHORIZED INVESTMENT SECURITIES Active Portfolio Management - The City intends to pursue an active versus a passive investment management philosophy. That is, securities may be sold before they mature if market conditions present an opportunity for the City to benefit from the trade. (Subsection E) Page 7 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 Authorized Investments' (Per HB 2459 and Sections 2256. 009 through 2256. O17 of the Ac0 - Assets of funds of the government of the City of Denton may be invested in: Obligations of the United States of America, its agencies and instrumentalities (maturing in less than five (5) years; which have a liquid market with a readily determinable market value; Investment - grade, direct obligations of the State of Texas (maturing in less than two (2) years); Obligations of the States, agencies thereof, Counties, Cities, and other political subdivisions of any state having been rated as investment quality by a nationally recognized investment rating firm, and having received a rating of not less than "AA" or its equivalent (maturing in less than two (2) years); Fully insured or collateralized Certificates of Deposit issued by state and national banks or savings bank or a state or federal credit union, domiciled in Texas, guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; secured by obligations described in 1 through 3 above, and that have a market value of not less than the principal amount of the certificates but excluding those mortgage backed securities as described in the Tex. Gov't. Code Sec. 2256.009(b). (maturing in less than one (1) year); Fully collaterized direct repurchase agreements (whose underlying purchased securities consist of the foregoing) with a defined termination date secured by obligations of the United States or its agencies and instrumentalities pledged with a third party, selected and approved by the City through its Director of Fiscal Operations, other than an agency for the pledgor and deposited at the time the investment is made with the City. Repurchase agreements must be purchased through a primary government securities dealer, as defined by the Federal Reserve, or a bank domiciled in Texas. Each issuer of repurchase agreements must sign a copy of the City's Master Repurchase Agreement (termination date must be 30 days or less); Commercial paper that has a stated maturity of 270 days or less from the date of issuance and is rated A-1 or P-1 or an equivalent rating by at least two nationally, recognized rating agencies. Public Fund Investment Pools with a weighted average maturity of 90 days or less. The pool must be approved (by resolution) by the City Council to provide services to the City. The pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service. A public funds investment pool created to function as a money market mutual fund must mark to market daily and, stabilize at a $1 net asset value. To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or Page 8 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 other authorized representative of the entity an offering circular or other similar disclosure instrument that contains, at a minimum, the following information: (1) the types of investments in which money is allowed to be invested; (2) the maximum average dollar-weighted maturity allowed, based on the stated maturity date, of the pool; (3) the maximum stated maturity date any investment security within the portfolio has; (4) the objectives of the pool; (5) the size of the pool; (6) the names of the members of the advisory board of the pool and the dates their terms expire; (7) the custodian bank that will safekeep the pool's assets; (8) whether the intent of the pool is to maintain a net asset value of one dollar and the risk of market price fluctuation; (9) whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; (10) the name and address of the independent auditor of the pool; (11) the requirements to be satisfied for an entity to deposit funds in and withdraw funds from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool; and (12) the performance history of the pool, including yield, average dollar- weighted maturities, and expense ratios. To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity.' (1) investment transaction confirmations; and (2) a monthly report that contains, at a minimum, the following information: (A) the types and percentage breakdown of securities in which the pool is invested; (B) the current average dollar-weighted maturity, based on the stated maturities of the pool; (C) the current percentage of the pool's portfolio in investments that have stated maturities of more than one year; (D) the book value versus the market value of the pool's portfolio, using amortized cost valuation; (E) the size ofthepool; (F) the number of participants in the pool; (G) the custodian bank that is safekeeping the assets of the pool; (H) a listing of daily transaction activity of the entity participating in the pool; (I) the yield and expense ratio of the pool; (J) the portfolio managers of the pool; and (K) any changes or addenda to the offering circular. Page 9 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 An SEC-registered, no load money market mutual fund which has a dollar weighted average stated maturity of 90 days or less whose assets consist exclusively of the assets described in section B.1. and whose investment objectives includes the maintenance of a stable net asset value of $1 for each share: furthermore, it provides the City with a prospectus and other information required by the SEC Act of 1934 or the Investment Advisor Act of 1940 and which provides the City with a prospectus and other information required by the Securities Exchange Act of 1934 (15 USC. Section 78a et. Seq.) or the Investment Company Act of 1990 (15 USC Section 80a-1 et. Seq.). Other such securities or obligations which are authorized by the Act as approved by City Council upon recommendation of the Investment Committee. Prohibited Investments' - The City's authorized investment options are more restrictive than those allowed by State law. Furthermore, this policy specifically prohibits investment in the following investment securities. Obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal. Obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest. Collateralized mortgage obligations that have a stated final maturity date of greater than 10 years. Collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Diversification - It is the policy of the City to diversify its investment portfolios. The diversification will protect interest income from the volatility of interest rates and the avoidance of undue concentration of assets in a specific maturity sector; therefore, portfolio maturities shall be staggered. Securities shall also be selected and revised periodically by the Investment Committee. In establishing specific diversification strategies, the two (2) following general policies and constraints shall apply: Risk of market price volatility shall be controlled through maturity diversification and by controlling unacceptable maturity extensions and a mismatch of liabilities and assets. The maturity extension will be controlled by limiting the weighted average maturity of the entire portfolio to 550 days. All long-term maturities will be intended to cover long-term liabilities. In addition, five (5%) percent of the funds in the portfolio will be liquid at all times. The Investment Committee shall establish strategies and guidelines for the percentage of the total portfolio that may be invested in U.S. Treasury Securities, federal agency instrumentalities, repurchase agreements, and insured/collaterlized certificates of deposit and other securities or obligations. The Investment Committee shall conduct a Page 10 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 quarterly review of these guidelines, and shall evaluate the probability of market and default risk in various investment sectors as part of its considerations. Risk of principal loss in the portfolio as a whole shall be minimized by diversifying investment types according to the following limitations. Investment TFpe % of Portfolio · U.S. Treasury Notes/Bills 100% · U.S. Agencies & Instrumentalities 100% · State of Texas Obligations & Agencies 15% · Local Government Investment Pools 50% · Local Government Obligations (AA) 10% · Repurchase Agreements 25% · Certificates of Deposit 100% · U.S. Government Money Market Funds 50% · U.S. Treasury Notes & U.S. Agency Callables 35% By Institution: Repurchase Agreements No more than 10% All Other No more than 40% Investment Pools No more than $10,000,000 Security swaps may be considered as an investment option for the City. A swap out of one instrument into another is acceptable to increase yield, realign for disbursement dates, extend or shorten maturity dates and improve market sector diversification. Swaps may be initiated by brokers/dealers who are on the City's approved list. A horizon analysis is required for each swap proving benefit to the City before the trade decision is made, which will accompany the investment file for record keeping. All investments (governments or bank C.D.'s) will be solicited on a competitive basis with at least three (3) institutions. The Investment Committee can approve exceptions on a case by case basis or on a general basis in the form of guidelines. These guidelines shall take into consideration the investment type maturity date, amount, and potential disruptiveness to the City's investment strategy. The investment will be made with the broker/dealer offering the best yield/quality to the City. The quotes may be accepted orally, in writing, electronically, or any combination of these methods. Arbitrage - Due to the bond issuance sizes of which the City incurs on a regular basis, arbitrage should be addressed. The Tax Reform Act of 1986 provided limitations restricting the City's investing of tax- exempt General Obligation Bond proceeds and debt service income. New arbitrage rebate provisions require that the City compute earnings on investment from each issue of bonds on an annual basis to determine if a rebate is required. To determine the City's arbitrage position, the City is required to perform specific calculations relative to the actual yield Page 11 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 earned on the investment of the funds and the yield that could have been earned if the funds had been invested at a rate equal to the yield on the bonds sold by the City. The rebate provision states that periodically (not less than once every five years, and not later than sixty days after maturity of the bonds), the City is required to pay the U.S. Treasury a rebate of excess earnings based on the City being in a positive arbitrage position. The Tax Reform restrictions require extreme precision in the monitoring and recording facets of investments as a whole, and particularly as they relate to yields and computations so as to insure compliance. Failure to comply can dictate that the bonds become taxable, retroactively from the date of issuance. The City's investment position relative to the new arbitrage restrictions is the continued pursuit of maximizing yield on applicable investments while insuring the safety of capital and liquidity. It is a fiscally sound position to continue maximization of yield and rebate excess earnings, if necessary. VIII. SELECTION OF BANKS AND DEALERS Depository - City Council shall, by ordinance, "select and designate one or more banking institutions as the depository for the monies and funds of the City" in accordance with the requirement of Tex. Loc. Gov't. Code ch. 105. The bank shall be selected primarily on "solvency and stability" and secondly, on rate of interest available. The Director of Fiscal Operations shall conduct a comprehensive review of prospective depositories credit characteristics and financial history. The bank shall be selected through a formalized bidding process in response to the City's request for proposal (RFP) outlining all services required. The Investment Committee shall have the discretion to determine the time span for rebidding the banking services contract; however, a two year period will be the minimum length of time between bidding with a 5 year maximum period. Banks and savings and loans associations seeking to establish eligibility for the City's competitive certificate of deposit purchase program, shall submit financial statements, evidence of Federal insurance and other information as required by the Director of Fiscal Operations. Investment Brokers/Dealers - The Investment Committee shall be responsible for adopting the list of brokers and dealers of government securities. Their selection shall be among only primary government securities dealers that report directly to the New York Federal Reserve Bank, unless a comprehensive credit and capitalization analysis reveals that other firms are adequately financed to conduct public business. The Investment Committee shall base its evaluation of security dealers and financial institutions upon: 1. Financial conditions, strength and capability to fulfill commitments; 2. Overall reputation with other dealers or investors; 3. Regulatory status of the dealer; 4. Background and expertise of the individual representatives. Page 12 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 The Director of Fiscal Operations shall conduct business with securities dealers approved by the Investment Committee or with banks selected as outlined in VIII. Furthermore, the committee must annually review this list of qualified brokers authorized to engage in investment transactions with the City. Investment Officers shall not conduct business with any firm with whom public entities have sustained losses on investments or whose name the Investment Committee has removed from an approved list. Compliance - A qualified representative from any firm offering to engage in investment transactions with the City is required to sign a written instrument. This certifies that they have received and reviewed a written copy of the City's Investment Policy. The firm must acknowledge that it has implemented reasonable procedures and controls in an effort to preclude investments between the City and the firm that are not authorized by the City's investment policy. Approved brokers and dealers must complete Exhibit A and return it to the Director of Fiscal Operations. The City's investment officer(s) may not transact business from a person who has not delivered the required written instrument to the City. Diversification - To guard against default possibilities under these conditions, and to assure diversification of bidders, business with any one issuer, or investment broker, should be limited to (40%) percent of the total portfolio at any point in time. In this way, bankruptcy, receivership or legal action would not immobilize the City's ability to meet payroll or other expenses. IX. PRINCIPAL PROTECTION AND SAFEKEEPING All banks' and savings and loan associations' deposits and investments of City funds shall be secured by pledged collateral with a market value equal to no less than 102 percent of the principal plus accrued interest less an amount insured by FDIC or FSLIC. Evidence of proper collateralization in the form of original safekeeping receipts held in the institution's trust department or at a third party institution not affiliated with the bank or bank holding company will be maintained in the office of the Director of Fiscal Operations all time. The Assistant City Manager of Finance, Director of Fiscal Operations or other authorized City Representative will approve and release all pledged collateral. Collateral will be reviewed monthly to assure the market value of the securities pledged exceeds investments and/or the related bank balances. The Committee shall request additional collateral in the event they deem that their deposits and investments are not sufficiently protected by the pledged collateral. Safekeeping procedures shall be established by the Investment Committee which clearly define steps for gaining access to the Collateral should the City determine that the City's funds are in jeopardy. Collateral safekeeping and substitution agreements will be a part of the procedure. Collateral Defined - The City of Denton shall accept only the following securities as collateral: 1. FDIC and FSLIC insurance coverage. 2. United States Treasuries & Agencies. 3. Other securities as approved by the Investment Committee. Page 13 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 Do Uo Delivery vs. Payment - All transactions will be executed with authorized security dealers and financial institutions on a delivery-versus-payment (DVP) basis. That is, funds shall not be wired or paid until verification has been made that the Trustee received the collateral. The collateral shall be held in the name of the City or held on behalf of the City. The Trustee's records shall assure the notation of the City's ownership of or explicit claim on the securities. The original copy of all safekeeping receipts shall be delivered to the City. Securities will be held by the City's safekeeping agent, which shall be selected through a competitive process (RFP) or that agent's representative in New York City, or in it's account at the Federal Reserve Bank. Subject to Audit - All collateral shall be subject to inspection and audit by the Director of Fiscal Operations, or designee, as well as, the City's independent auditors. MANAGEMENT AND INTERNAL CONTROLS The Director of Fiscal Operations, or designee, shall establish a system of internal controls, which shall be reviewed by an independent auditor. The controls shall be designed to prevent losses of public funds arising from fraud, employee error, and misrepresentation by third parties, unanticipated changes in financial markets, or imprudent actions by employees or Investment Officers of the City. Controls and managerial emphasis deemed most important that shall be employed include the following: Imperative Controls: - Custodian safekeeping receipts records management - Avoidance of bearer-form securities - Documentation of investment bidding events - Written confirmation of telephone transactions - Reconcilements and comparisons of security receipts with the investment subsidiary records - Compliance with investment policies - Verification of all interest income and security purchase and sell computations Page 14 of 14 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE TITLE: iNVESTMENT POLICY REFERENCE NUMBER: 408.04 Controls Where Practical: - Control of Collusion - Separation of duties - Separation of transaction authority from Accounting and Record-keeping - Clear delegation of authority - Accurate and timely reports - Validation of investment maturity decisions with supporting cash flow data - Adequate training and development of Investment Officials - Review of financial conditions of all brokers, dealers, and depository institutions - Staying informed about market conditions, changes and trends that require adjustments in investment strategies. AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: February 3, 2004 Materials Management Questions concerning this acquisition may be directed to Janet Simpson 349-8274 ACM: Kathy DuBose, Fiscal and Municipal Services SUBJECT Consider adoption of an Ordinance authorizing the purchase of fitness equipment for North Lakes Recreation Center from Bodyworks Fitness; providing for the expenditure of funds therefore; and providing an effective date (Bid 3124-Lease/Purchase of Fitness Equipment-North Lakes in the amount of $12,876.78 per year for a three year total of $38,630.34). BID INFORMATION This bid is for the lease purchase acquisition of specific physical fitness equipment for North Lakes Recreation Center. The equipment will be leased for a three-year period with the option to purchase it at the end of the lease based upon utilization and the condition of the equipment. The lower price offered by Fitco Fitness did not meet specification on several items including the following: the treadmills did not have cooling fans, cables and pulleys are not enclosed on some items, and some equipment had limited positions and no pivoting seat. Item 2 on the Attachment is not included in the recommended award and may be purchased at a later date. RECOMMENDATION We recommend award of this bid to the lowest responsible bidder, Bodyworks Fitness, through a lease/purchase financing agreement in the amount of $12,876.78 per year for a three-year total of $38,630.34 including finance charges. PRINCIPAL PLACE OF BUSINESS Bodyworks Fitness Piano, TX ESTIMATED SCHEDULE OF PROJECT Delivery of the equipment and installation can be accomplished within two weeks after completion of the lease documents. Agenda Information Sheet February 3, 2004 Page 2 FISCAL INFORMATION This bid will be funded from account 411190.6391. Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent Attachment 1: Bid Tabulation 1-AlS-Bid 3124 Z UJ Q. UJ UJ Z U. UJ Q. UJ > ~ z ~ z z z z z z z z z© ORDINANCE NO. AN ORDINANCE AUTHORIZING THE PURCHASE OF FITNESS EQUIPMENT FOR NORTH LAKES RECREATION CENTER FROM BODYWORKS FITNESS ; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (BID 3124-LEASE/PURCHASE OF FITNESS EQUIPMENT-NORTH LAKES IN THE AMOUNT OF $12,876.78 PER YEAR FOR A THREE YEAR TOTAL OF $38,630.34). WHEREAS, the City 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 and City ordinances; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; 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. That the numbered items in the following numbered bids for materials, equipment, supplies, or services, shown in the "Bid Proposals" on file in the office of the City Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: BID NUMBER VENDOR AMOUNT 3124 Bodyworks Fitness $38,630.34 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted bids, the City accepts the offer of the persons submitting the bids for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid invitations, Bid Proposals, and related documents. SECTION 3. That should the City and persons submitting approved and accepted items and of the submitted bids wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be on file in the office of the Purchasing Agent; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents herein approved and accepted. SECTION 4. That by the acceptance and approval of the above numbered items of the submitted bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 5. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this __ day of ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 3-ORD-Bid 3124 AGENDA DATE: DEPARTMENT: ACM: AGENDA INFORMATION SHEET February 3, 2004 Materials Management Questions concerning this acquisition may be directed to Ross Chadwick 349-8101 Kathy DuBose, Fiscal and Municipal Services SUBJECT Consider adoption of an Ordinance authorizing the City Manager or his designee to execute a professional services agreement with EMS Biocare Medical Control of Methodist Dallas Medical Center to provide medical control and continuing education services in support of the City of Denton Fire Department; authorizing the expenditure of funds therefore and providing an effective date (RFP 3061-in an amount not to exceed $66,000). BID INFORMATION This request for sealed proposals is intended to solicit proposals for medical direction, medical control, and continuing education for the Denton Fire Department EMS program. State law requires that all emergency medical services programs be conducted under the guidelines of a professional licensed medical director and medial control provider. This service will provide on- line medical direction, off-line medical direction, and continuing education classes. Two qualified proposals were submitted and evaluated by a team of five Fire Department staff members. EMS Biocare Medical Control of Methodist Dallas Medical Center is being recommended based upon the following selection criteria rating: 1. On-Line Medical Control -20% 2. Off-Line Medical Control- 45% 3. Specialty Classes-20% 4. Contents of Proposal-15% EMS Biocare Medical Control has been providing this service for over 23 years and currently serves 14 EMS providers in the Dallas/Ft. Worth area. RECOMMENDATION We recommend award of RFP 3061 to EMS Biocare Medical Control of Methodist Dallas Medical Center in an amount not to exceed $66,000. There is a provision in the contract that allows annual increases up to 5% upon annual renewal. Agenda Information Sheet February 3, 2004 Page 2 PRINCIPAL PLACE OF BUSINESS EMS Biocare Medical Control of Methodist Dallas Medical Center Dallas, TX ESTIMATED SCHEDULE OF PROJECT This agreement will begin January 1, 2004 and will be in effect through September 30, 2004 unless terminated under the provisions listed as part of the agreement. FISCAL INFORMATION Funding for this item will be provided from account 320300.7850. Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent 1-AlS-RFP 3061 ORDINANCE NO. 2004- AN ORDINANCE AUTHOR/ZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH EMS BIOCARE MEDICAL CONTROL OF METHODIST DALLAS MEDICAL CENTER TO PROVIDE MEDICAL CONTROL AND CONTINUING EDUCATION SERVICES IN SUPPORT OF THE CITY OF DENTON FIRE DEPARTMENT; AUTHORIZING THE EXPENDITUR~ OF FI_tN-DS THEREFORE AND PROVIDING AN EFFECTIVE DATE (RFP 3061-IN AN AMOUNT NOT TO EXCEED $66,000.00 FOR THE FIRST YEAR). WHEREAS, The professional services provid~ (the "P ..... rowder) mentioned m this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The 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. That the City Manager is hereby authorized to enter into a professional service contract with EMS Biocare Medical Control of Methodist Dallas Medical Center to provide medical control and continuing education services for the City of Denton Fire Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2004. EULINE BROCK MAYOR C \DOCUMEM \dlburns\LOCALS~ 1 \Temp~i~lIOMEI~ 1 .DOC ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 3-ORD-RFP 3061 C:~DOCUIVt[3M ~dlburngkLOCALS- 1 \Temp\BIOMED... i DOC AMBULANCE SUPPORT SERVICES AGREEMENT This AMBULANCE SUPPORT SERVICES AGREEMENT (The "Agreement"), executed this [ff~ day of ~b2241z~.,O ,2003 by and between the CITY OF DENTON, a Texas municipal corporation (the "City") and Methodist Hospitals of Dallas d/b/a Methodist Health system, a Texas non-profit corporation ("Methodist"), WITNESSSETH: WHEEREAS, the City is the operator of an advanced life support ambulance service; WHEREAS, Methodist can offer medical control, formal training, continuing education, and other support services to municipal corporations and private companies providing emergency services; and WHEREAS, the City desires to engage Methodist, and Methodist desires to be engaged by the City, to provide certain support services for the City's emergency services to the extent set forth herein; NOW THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Methodist do hereby agree as follows: OBLIGATION TO PROVIDE AMUBULANCE SUPPORT SERVICES AND PAYMENT THEREFOR 1.1 Obligation to provide Ambulance.Support Services. During the term (as defined in Section 1.3 hereof) of this Agreement, and subject to the conditions and provisions hereof, Methodist will provide the City with the Ambulance Support Services described in Article II of this Agreement. Methodist is providing all such services as an independent contractor and not as an employee of the City. 1.2 Payment for Ambulance Support Services. (i) Basie..Service Fees. In consideration for Methodist's providing the City with the medical control and continuing education services described in, respectively, Sections 2.1 and 2.3 hereof, the City will pay Methodist $.50 per annum (the "Basic Service Fee") for each person resident in the City (or otherwise served by the emergency ambulance service maintained by the City) as of January 1 of the year to which the Basic Service Fee relates. For purposes of determining the Basic Service Fee, the number of residents in the City will be the greater of (i) the population of the City as determined by the most recent census conducted by the United States government or (ii) if the City from time to time officially or unofficially 1.3 (ii) maintains estimates of its population for its internal purposes or otherwise, the most recent estimate of the City's population as of January 1 of the year to which the Basic Service Fee relates. The Basic Service Fee for Medical Control for the period of January 1, 2004 through December 31, 2004 will be based upon a population of 102,000 which includes the City of Denton, City of Sanger, City of Krum and the City of Ponder as well as the unincorporated rural areas of Denton County served by the Denton Fire Department EMS. Continuing education will be billed at $15,000 per year and Medical Control at $51,000 per year. Payment of $16, 500 shall be made quarterly to Methodist EMS Biocare. Formal Training Fee. In consideration of the formal training services to be provided by Methodist to the City pursuant to Section 2.2 hereof, the City will pay such per student charges as Methodist may, fi.om time to time, reasonably establish for providing formal training courses (the "Formal Training Fee"). When applicable the Formal Training Fee shall be due and payable at the commencement of the formal training course to which the Formal Training Fee relates. This shall include additional materials for additional courses deemed necessary by the Medical Director, Texas Department of Health, or the National Registry not covered in this agreement. ~ Methodist may change the amounts of the Basic Service Fee set forth in subpart (i) of this Section upon 30 days prior written notice to the City; provided, however, the City may, as a result of any increase in the Basic Service Fee, terminate this Agreement upon 30 days prior written notice to Methodist. Methodist may increase the yearly price up to five (5) percent to cover the cost of the program. Tenn. This Agreement will commence on January 1, 2004 and unless otherwise terminated as provided herein, will continue for an initial period of three (3) years. During the initial term, the City may terminate the Agreement without cause by giving Methodist written notice ninety (90) days before the date of termination. Upon expiration of such initial three (3) year term, this Agreement will automatically renew for an additional one (1) year term unless either the City or Methodist will have theretofore given the other party written notice of its election to terminate this Agreement at least ninety (90) days prior to the expiration of the initial term or any renewal term. Not withstanding the above provisions, in the event the City experiences a funding shortage, this contract can be terminated by the City immediately upon written notification and submission of documentation of the funding shortage. II. DESCRIPTION OF AMBULANCE SUPPORT PROVIDED BY METHODIST 2.1 2.2 Medical Control. During the Term of this Agreement, Methodist will arrange for on-line medical direction and other medical control of the City's emergency ambulance service on a continuous, 24-hour basis on each day of the week. On- line medical direction and other medical control will by provided by a physician group which provides emergency medical care coverage at Methodist Dallas Medical Center, using established guidelines and medical protocols through voice contact and, if possible, appropriate cardiac telemetry signals between the emergency physician on duty in the emergency Department at Methodist Medical Center in Dallas, Texas, and a representative of the City's emergency service. During the Term of this Agreement, Methodist will provide the Ctiy's emergency ambulance service with off-line medical direction and other medical control. Such off-line medical direction and other medical control will utilize established guidelines and treatment protocols to monitor and evaluate the quality of patient care provided by the City's emergency ambulance service. For the purpose of providing such off-line medical direction and other medical control, Methodist will maintain an EMS Advisory Board. This board will consist of the EMS Medical Director, EMS/Biocare Manager, EMS QI/CE Coordinator, ED Clinical Manager, a surgeon, an internal medicine specialist, and a representative from a Biocare department. In addition, Methodist will provide all services required of a medical director by Chapter 197, State Board of Medical Examiner Rules. Formal Training. During the Term of this Agreement, Methodist will, from time to time, provide all or a portion of the below-listed formal training courses for paramedics and emergency medical technicians employed by the City's emergency ambulance service for an additional charge. 2.3. Basic Paramedic (EMT-P) course Paramedic (EMT-P) Refresher Course Basic EMT Course EMT Refresher Course 750 hours 96 hours 280 hours 48 hours Methodist will not offer any formal training course unless a minimum of ten students can be enrolled. Continuing Education. During the Term of this Agreement, Methodist will offer the following continuing education ("CE") courses and opportunities to employees of the Company's ambulance service. Continuing education activities are based on state certification requirements and /or the Company's quality evaluation data. Continuing education classes will consist of four-hour classes offered six (6) times per month. CE will be provided ten months out of the year. Continuing Education Modules. At least ten times each calendar year, Methodist will sponsor or conduct a continuing education module at a 2.4 (ii) (iii) location mutually agreeable to Methodist and the Company. Each continuing education module will consist of didactic and/or skills review program. This will allow the participant to receive four hours of continuing education credit certified by the Medical Director and the Texas Department of Health. Duplicate materials used in teaching modules will be supplied by Methodist in sufficient numbers for usual attendance. Additional duplication is the responsibility of the Company. Annual review of number of the Company's employees receiving continuing education will be conducted. Cost of continuing education training will be adjusted accordingly. Patient Chart and Case.Reviews. As needed Methodist will sponsor or conduct, on an individual basis for the Company's ambulance service, patient chart or ease reviews, for the purpose of complying with quality control provisions as required by Texas Department of Health. Miscellaneous Continuing Education Provided by Methodist. Methodist will permit employees of the Department's ambulance service to attend or otherwise participate in miscellaneous adjunct continuing education programs for which participants can receive continuing education credit for additional fees. These continuing education programs include (i) the EMT and Paramedic classes, EMT and Paramedic Refresher Courses; and (ii) onsite continuing education classes offered at Methodist Dallas Medical Center. Fees for these courses will be in addition to those set forth above. Miscellaneous Continuing Education Provided by.. Denton Fire Department. Methodist may serve as sponsor for specialty courses (such as BLS, ACLS, PALS, BTLS, and others) taught by Denton Fire Department instructors and will allow DFD personnel to receive continuing education credits for such courses. These courses will meet curriculum and testing requirements required by Biocare Methodist for such courses. Field Evaluation. Biocare Methodist will provide field evaluator two (2) days per month to perform rideouts with medic crews for the purpose of evaluating emergency medical services. 3.1 III. REPRESENTATIONS AND WARRANTES Representations and Warranties of the City, The City represents and warrants to, and agrees with, Methodist as follows: 4 (i) The City is duly chartered by the State of Texas as a Texas municipal Corporation and home rule city. (ii) The City has full power and authority to execute and deliver this agreement. The execution and delivery of this Agreement by the City will not constitute default under, or violate any provisions of, the City's charter or any agreement to which the City is a party or any statute, rule, regulation, judgment or order by which it is bound. (iii) The City has, and will at all times maintain all licenses and permits required of it to own and operate the emergency service and to conduct the activities contemplated by this Agreement. The City will at all times operate the emergency service in accordance with all-applicable laws and regulations. 3.2 4.1 4.2 4.3 Representations and Warranties of Methodist. Methodist hereby represents and warrants to, and agree with, the City as follows: (i) Methodist is duly organized, validly existing and in good standing as a corporation organized under the laws of the State of Texas. (ii) Methodist has full power and authority to execute and deliver this Agreement. The execution and delivery of this agreement by Methodist will not constitute default under, or violate any provisions of, the Articles of Incorporation or Bylaws of Methodists or any agreement to which Methodist is a party or any status, rule, regulation, judgment or order by which it is bound. IV. INSURANCE AND INDEMNIFICATION City's Insurance. The City of Denton is a self-insured entity. Any request for financial information will be handled in accordance with existing open records law of the State of Texas. Methodist Insurance. Methodist is partially self-insured and carries the customary hospital and general liability insurance. .Indemnification.. by the City. The City will indemnify and hold harmless Methodist and its directors, officers, doctors, employees and agents from any and all liabilities, costs, damages and expenses (including attorney's fees and expenses) as permitted by law, resulting from or attributable to any and all willful misconduct or negligent acts and omissions of the City and its emergency ambulance providers, public officials, employees and agents arising from or in 4.4 4.5 5.1 5.2 5.3 5.4 5.5 connection with the City's emergency ambulance service or the activities of the City relating to or otherwise affecting this Agreement. Indemnification by Methodist. Methodist will indemnify and hold harmless the City and its public officials, employees and agents from and against any and all liabilities, costs, damages, and expenses (including attorney's fees and expenses) resulting from or attributable to any and all willful conduct or negligent acts and omissions of Methodist and its directors, officers, employees, or agents including physicians carrying out duties pursuant to this agreement, arising from or in connection with Methodist's involvement with the City's emergency ambulance service or the services provided by Methodist to the City pursuant to this Agreement. Nonwaiver of Defenses Under the Texas Tort Claims Act. Nothing in this Agreement shall in any way diminish or otherwise adversely affect any rights which the City may have as to any claimant or plaintiff (other than Methodist) to assert defenses available to the City under the Texas Tort Claims Act (Chapter 101 of the Texas Civil Practices and Remedies Code) or any other statutory or common law defenses available to municipalities in the State of Texas. MISCELLANOUS PROVISIONS ~ Any notice required or permitted pursuant to this agreement will be deemed sufficient if in writing and hand-delivered or sent by registered or certified mail, postage prepaid, and if addressed (i) if to Methodist, to Methodist Health System, Post Office Box 655999, Dallas, Texas 75265-5999, to the attention of Sam Ruffing, VP and (ii) if to the City, to the address set forth below under the City's signature. ~plicable Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Texas. Entke Agreement; Amendment. This Agreement and Addendum A containing Biocare Methodist's original proposal of services to the City of Denton's Request for Proposal #3061 constitutes the entire Agreement and understanding between the City and Methodist. This Agreement may not be amended except by the instrument in writing, executed by the party against which enforcement is sought. Successors and assigns. This Agreement will be binding upon, and will inure to the benefit of, the City and Methodist and their respective successors and assigns; provided, however, neither the City nor Methodist may assign this Agreement without the prior written consent of the party hereto. Venue. Venue for any dispute under this Agreement will be in Denton County, Texas. 6 5.6 Severability. If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. IN WITNESS WHEREOF, the City of Denton and Methodist have executed this Agreement as of the date first above written. CITY OF DENTON, TEXAS A Texas Municipal Corporation By: ATTESTED: JEeR WALTERS, CITY SECRETARY Michael A. Conduff City Manager 215 E. McKinney Denton, Texas 76201 By: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY S:\Oar Documen~\Contracts\03LMethodi~t Ambulance Supportdoe Methodist Health System Sam lt~Uffin'l~, Vic~ P~d~/ 7 AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: ACM: February 3, 2004 Materials Management Kathy DuBose, Fiscal and Municipal Services Questions concerning this acquisition may be directed to Jim Coulter 349-7194 SUBJECT Consider adoption of an Ordinance authorizing the City Manager or his designee to execNe a professional services agreement with Alan Plummer Associates, Inc. to perform an odor survey and air dispersion modeling of City owned facilities; authorizing the expenditure of funds therefore and providing an effective date (RFP 3117-in an amouN not to exceed $116,330). RFP INFORMATION Even with the best operation and maintenance practices in place, wastewater and solid waste utilities across the nation have to contend with odor complaints. Unless the plant, lift stations, lift station discharge points, and solid waste operations are several miles from the population centers there are bound to be odor issues. One option to control odor is to enclose all the process units at the Wastewater Plant, treat the gases before releasing them into the atmosphere, and apply significant amounts of chemicals in the collection system to retard the release of gases from the sewer system. This option is generally cost prohibitive. To determine a balance between coNrolling the magnitude of the odor problems and the resultaN costs of the odor coNrol processes and/or facilities, studies are undertaken. The Pecan Creek Water Reclamation Plan (PCWRP) was constructed in the 1960's. At that time the plant was at a relatively remote location in relation to the population centers in Denton. DeNon has been growing and seen a substaNial growth spurt in the 1990's. The Planning Department is projecting population growth to continue at 5 percent for the foreseeable future. The landfill is projected to continue operations at its current site for an estimated 40 years. A major new hospital and physician offices on Colorado Blvd., substaNial growth on Loop 288, and new subdivisions getting closer to the PCWRP and the landfill pN a premium on odor issues. There have been instances where odor has been an issue for the hospital operations and the surrounding areas. Staff is cognizaN of the issues and steps have been taken in plan operations and chemical additions at the lift stations to minimize the occurrence of odor complains. Whether perceived or real, odor is still an issue. There are instances where the culprit may be another source bN perception can lay the blame on the Nility operations. Agenda Information Sheet February 3, 2004 Page 2 RFP INFORMATION (CONTINUED): Through sampling and testing procedures, odor sources and the odor concentrations can be quantified. Sampling can involve testing equipment as well as a panel of individuals trained to detect the odor types and strengths. Usually a combination of the two methods is used to detect odor sources and the concentrations. To initiate this process, staff solicited proposals from four consultants. Proposals were received from Alan Plummer Associates Inc. (APAI) and Camp Dresser & McKee Inc. No proposals were received from Black & Veatch or Montgomery Watson. The two proposals received met the qualification criteria. The Selection Committee ranked the consultant proposals and APAI was ranked number one. Staff then negotiated the scope and cost proposals with APAI - a summary is listed below: · Identify odor receptor locations, define boundaries of odor impact, and city facilities that generate odors · Train individuals for air sampling and testing program · Obtain field and climatological data and utilize a data management system · Prepare report On-Site Odor Assessment · Sample on-site city facilities for odor and wind direction and prepare report. Dispersion Modeling and Alternate Evaluation · Using data collected develop an air/odor dispersion model · From the model determine impact on surrounding areas · Develop odor control alternates and associated costs · Prepare a master plan report Based on the work effort required APAI has submitted a cost proposal. The engineering cost for the services is estimated at $116,330. Staff has negotiated with APAI and finds the cost proposal acceptable. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) The Public Utility Board will consider this item at its January 26, 2004 meeting. RECOMMENDATION We recommend award of this professional services agreement to Alan Plummer Associates, Inc. in an amount not to exceed $116,330. Agenda Information Sheet February 3, 2004 Page 3 PRINCIPAL PLACE OF BUSINESS Alan Plummet Associates, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT This project is estimated to begin February 2004 with a completion date of November 2004. FISCAL INFORMATION The odor survey will be funded from project number 640066537. Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent 1-AIS-RFP 3117 ORDINANCE NO. 2004- AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH ALAN PLUMMER ASSOCIATES, INC. TO PERFORM AN ODOR SURVEY AND AIR DISPERSION MODELING OF CITY OWNED FACILITIES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE AND PROViDiNG AN EFFECTIVE DATE (RFP 3117-iN AN AMOUNT NOT TO EXCEED $116,330). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The 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. That the City Manager is hereby authorized to enter into a professional service contract with Alan Plummer Associates, inc. to perform an odor survey and air dispersion modeling of City owned facilities, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2004. EULINE BROCK MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 3-ORD-RFP 3117 STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES RELATED TO ODOR EVALUATION THIS AGREEMENT is made and entered into as of the __ day of 2004, by and between the City of Denton, Texas, a Texas Municipal Corporation, with its principal offices at 215 East McKinney Street, Denton, Texas 76201 (here/nafter "OWNER"); and Alan Plummer Associates, Inc., a Corporation, with its corporate offices at 7524 Mosier View Court, Suite 200, Fort Worth, Texas 76118 (hereinafter "CONSULTANT"); the parties acting herein by and through their respective duly-authorized representatives and officers. WlTNESSETH, that in consideration of the mutual promises, covenants, agreements herein contained, and in consideration of the premises, the parties hereto do mutually AGREE as follows: ARTTCI.R T EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services h ere/n i n connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set forth herein are in connection with the following described project (the "Project"): Providing professional ert~neering services pertaining to the odor control in the landfill, and the wastewater treatment and collection system of the OWNER. This includes off-site odor assessment; on-site emissions measurement; dispersion modeling and evaluation o f altematives; and the preparation of an odor abatement master plan report. ARTIC[ JF~ 11 SCOPE OF SERVICES The CONSULTANT shall perform the following Basic Services in a professional manner: To perform those services as are set forth in the Scope of Services consisting of five (5) total pages and marked as Exhibit "A" ("Engineering Services Related to Odor Evaluation/Proposed Scope of Work"), and as described in the "Odor Abatement Evaluation/Engineering Services Budget Summary" consisting of five (5) total pages and marked as Exhibit "B"; both of which Exhibits are attached hereto, and the same are incorporated herewith by reference. If there is any conflict that arises between the terms of this Agreement and any or all of the Exhibits referenced in II.A. hereinabove, then the terms and conditions of the attached Exhibits shall control over the terms and conditions of this Agreement. ADDITIONAL SERVICES Any Additional Services to be performed by CONSULTANT, if authorized by the OWNER, which are not included as Basic Services in the above-described Scope of Services, set forth in Article II above, shall be later agreed-upon by OWNER and CONSULTANT, who shall determine, in writing, the scope of such Additional Services, the mount of compensation for such Additional Services, and other essential terms pertaining to the provision of such Additional Services by the CONSULTANT. PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT, and upon the issuance of a notice to proceed by the OWNER, and shall remain in force and effect for the period that may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner temiinated in accordance with the provisions hereof. Time is of the essence in the performance and completion of this Agreement. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule(s) reasonably established by the OWNER, acting through its City Manager, its Assistant City Manager for Utilities, or his designee. ARTtCI ,E V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as those expenses, if any, incurred by CONSULTANT in the employment of others in outside firms (subject to a 10% mark-up) for services in the area of professional engineering, or related services, and as provided in the Scope of Services. Any subcontractor or sub-consultant billing reasonably incurred by the CONSULTANT in furtherance and connection with the Project and in accordance with Exhibit "B" hereto shall be invoiced to OWNER. 2. "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably incurred by the CONSULTANT in the performance of th/s Agreement (subject to a 10% mark-up) for telecommunications charges, laboratory analyses, shipping, delivery charges, postage, disposables, reproduction expense, employee mileage, reasonable in-house reproduction expense, and any other out- of-pocket expenses directly related to the work on the Project. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by CONSULTANT herein, OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Basic Services tasks set forth in the Scope of Services as shown in Article II above; as follows: Page 2 of 10 1. CONSULTANT shall perform its work on this Project in accordance with the provisions of those tasks that are described and as set forth in the "Proposed Scope of Services" contained in Exhibit "A" attached hereto and incorporated herewith by reference. CONSULTANT shall bill on a once-monthly basis in accordance with the provisions of the hourly billing rates, as applicable, and as otherwise provided in Exhibit "A" ("Proposed Scope of Work") and Exhibit "B" ("Odor Abatement Evaluation/Engineering Services Budget Summary"). For and in consideration of the profess/onal services to be performed by CONSULTANT herein, the OWNER agrees to pay, in accordance with Exhibits "A" and "B" hereto, which are incorporated herewith by reference, a total fee, including reimbursement for direct non-labor expenses and for its subcontractor expenses, an amount not to exceed $116,330. 2. Partial payments to the CONSULTANT shall be made monthly in accordance with the statements reflecting the actual completion of the Basic Services, rendered to an approved by the OWNER through its City Manager, or its Assistant City Manager for Utilities, or his designee. However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. OWNER and CONSULTANT agree that the OWNER may withhold the final ten (10%) percent of the above not-to-exceed mount until satisfactory completion of the Project by the CONSULTANT. 3. Nothing contained in this Article shall require the OWNER to pay for any work that is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payments to CONSULTANT at any time when CONSULTANT is in default under this Agreement. 4. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above tho not-to-exceed amount as stated hereinabove, without first having obtained the prior written authorization of the OWNER. CONSULTANT shall not proceed to perform any services to be later provided for under Article HI. "Additional Services" without first obtaining prior written authorization from the OWNER. ADDITIONAL SERVICES: For Additional Services authorized in writing by the OWNER in Article HI. hereinabove, CONSULTANT shall be paid based on a m-be-agreed- upon Schedule of Charges. Payments for Additional Services shall be due and payable upon submission by the CONSULTANT, and shall be paid in accordance with Article V.B. hereinabove. Statements for Basic Services and any Additional Services shall be submitted to OWNER no more frequently than once monthly. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and after the said thirtieth (30th) day, and in addition, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in Page 3 of 10 full for all mounts then due and ow/rig, and not disputed by OWNER, for services, expenses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) per month as set forth here/n, if the OWNER reasonably determines that the CONSULTANT's work is not submitted in accordance with the terms of this Agreement, or is unsatisfactory, in accordance with Article V.B. of this Agreement, and OWNER has promptly notified CONSULTANT of that fact in writing. AgtTICI .E VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of CONSULTANT or any of its subcontractors or sub-consultants. ARTTCJ .R Vii OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT pursuant to this Agreement are instruments of service and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of ail such documents. The documents prepared and fin-n/shed by the CONSULTANT are intended only to be applicable to this project and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses the Agreement in another project or for other purposes than specified herein any of the information or materials developed pursuant to this Agreement, CONSULTANT is released from any and alt liability relating to their use in that project. ARTICI.F. VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTTCI ,'IR, F~ 1~DEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees from and against any and all hability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the OWNER; and including without limitation damages for bodily and personal injury, death, or property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, attorneys and employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. Page 4 of 10 AR~TCL~ X ~$~CE During the performance of the Services under th/s Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, that has a rating with A. M. Best Rate Carders of at least an "A-" or above: Comprehensive General Liability Insurance w/th bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits for not less than $100,000 for each accident. Worker's Compensation Insurance in accordance with statutory requirements, and Employer's Liability Insurance with limits of not less than $100,000 for each accident. Professional Liability Insurance or appropriate Errors & Omissions Insurance with limits of not less than $1,000,000 annual aggregate. CONSULTANT shall furnish insurance certificates to the OWNER at the time of execution of this Agreement to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies to the extent that is legally possible, and shall contain a provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver replacement certificates of insurance of any such substitute policies, furnishing at least the same policy limits and coverage, to OWNER. A R TICT ,F. XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties will make efforts to settle any disputes arising under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. However, no arbitration or other form of alternate dispute resolution arising out of, or relating to this Agreement involving one party's disagreement may include the other party to the disagreement without the other's approval. ARTICI.F. XII TERMINATION OF AGREEMENT Ao Notwithstanding any other provision of th/s Agreement, either party may terminate this Agreement by providing thirty (30) days advance written notice to the other party. Page 5 of 10 This Agreement may altematively be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than thirty..(30) calendar days to cure the failure; and (2) an oppommity for consultation with the terminating party prior to temfination. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of termination from OWNER, and shall render a final bill for services to the OWNER within twenty (20) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of termination being received by CONSULTANT, in accordance with Article V. of this Agreement. Should the OWNER subsequently contract with a new consultant for the continuation of secvices on the Project, CONSULTANT shall cooperate in providing information to the OWNER and to the new consultant. If applicable, OWNER shall allow CONSULTANT a reasonable time to transition and to turn over the Project to a new eonsultant. CONSULTANT shall mm over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its files. A R TTCT.F. XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, or agents, for the accuracy and competency of their work perfonned pursuant to this Agreement; nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the work prepared by the CONSULTANT, its principals, officers, employees, and agents. ARTiC. I ,F, XIV NOTICES All notices, communications, and reports required or pemfitted under tiffs Agreement shall be personally delivered to; or telecopied to; or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein. To CONSULTANT: To OWNER: Alan Plummer Associates, Inc. A. Lee Head, III, P.E. 7524 Mosier View Court, Suite 200 Fort Worth, Texas 76118 Fax: (817 589-0072) City of Denton, Texas City Manager 215 East McKinney Street Denton, Texas 76201 Fax: (940) 349-8596 Page 6 oft0 Ail notices under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or three (3) days after mailing of the notice, whichever event shall first occur. A R TIC. I ,E X'V ENTIRE AGREEMENT This Agreement consisting of ten (10) pages and two (2) Exhibits constitutes the complete and final expression of the Agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, understandings, and agreements which may have been made in connection with the subject matter of this Agreement. AR TTC. I ,F. XVT SEVERABILiTY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement, and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision. COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, local laws, roles, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended. ARTICJ ,R XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. A R TIC I ~F, PERSONNEL CONSULTANT represents that it has or will secure at its own expense all personnel required to perform ali the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall immediately inform the OWNER in writing of any conflict of interest or potential conflict of interest that CONSULTANT may discover, or which may arise during the term of this Agreement. Page 7 of 10 OWNER requires that CONSULTANT carefully safeguard any documents, data, and information provided by OWNER to CONSULTANT incident to this engagement. All services required hereunder will be performed by CONSULTANT or under its direct supervision. All persormel engaged in performing the work provided for in this Agreement, shall be qualified, and shall be authorized and permitted under applicable state and local laws to perform such services. ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER. CONSULTANT shall promptly notify OWNER, in writing, of any change of its name as well as of any material change in its corporate structure, its location, and/or in its operations. AR TICI ,F~ MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICI ,E XXII MISCELLANEOUS A. The following exhibits are attached to, incorporated herewith by reference, and are made a part of this Agreement for ali purposes pertinent: Exhibit "A" Engineering Services Related to Odor Evaluation- Proposed Scope of Work Exhibit "B" Odor Abatement Evaluation- Engineering Serv/ces Budget Summary CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment made by OWNER under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to alt necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Article. OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits. Page 8 of 10 Venue of any suit or cause of action under tiffs Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Do CONSULTANT shall commence, carry on, and complete its work on the Project with alt applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof. In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. For purposes of this Agreement, the parties agree that the Project Principal shall be, Mark Perkins, P.E., Principal. The key person who will perform most of the work will include, Betty Jordan, P.E., Project Manager. This Agreement has been entered into with the understanding, expectation, and the OWNER'S reliance, that' the above-stated employees of CONSULTANT shall perform and supervise all or a significant portion of the work on the Project. Any proposed changes regarding the change of the Project Manager or other key personnel, requested by CONSULTANT, respecting one or more of the above-stated employees, shall be subject to the approval of OWNER, which approval the OWNER shall not unreasonably withhold. Nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the other incidental services required herein, under its supervision or control. The OWNER shall assist and fully cooperate with CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private propen'y as required for the CONSULTANT to perform professional services under this Agreement. OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon. background information furnished to it by OWNER without the need for further inquiry or investigation into such information. The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly authorized undersigned officer, on this the ~ day of ,2004. "OWNER" CiTY OF DENTON, TEXAS A Texas Municipal Corporation By: Michael A. Conduff, City Manager Page 9 of 10 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY "CONSULTANT" ALAN PLUMMER ASSOCIATES, INC. A Corporation By: ATTEST: By: S~ S:\Our Documents\Contracts~04k&lan Plummet Associate-Odor Evaluation-PSA-2004.doc Paoo 113 EXHIBIT "A" CITY OF DENTON, TEXAS ENGINEERING SERVICES RELATED TO ODOR EVALUATION PROPOSED SCOPE OF WORK TASK I - OFF-SITE ODOR ASSESSMENT PHASE I - DEVELOP BASELINE MAPPING (1) Identify the odor receptor locations to be assessed by this PROJECT. The CITY and the ENGINEER will select up to six (6) off-site receptor locations to be evaluated. These receptors may include nearby school, hospital, retail, or institutional facilities; (2) Define the boundaries of the geographical area ("PROJECT Area") within which major odor sources are located. The PROJECT Area will be based on considerations of the distance and the predominant directions that odor may travel from probable odor sources. It is anticipated that the PROJECT Area will be within a radius of two (2) miles from the City's Treatment Plant, Landfill, and Composting Facilities; (3) Identify City facilities that may generate odor. This task will involve windshield surveys of the PROJECT Area as well as reviewing specific information. Information to be gathered and reviewed includes activities such as: (a) Solid waste landfill operations; (b) Composting operations; (c) Wastewater interceptors, lift stations, and treatment units; (4) Prepare a map using the most recently-available aerial photos to be obtained from the City as a base map; and (5) Prepare for and participate in a meeting to present the information developed and to obtain input. The information developed will serve as a basis for subsequent phases of work. CITY personnel will organize and convene PROJECT Committee. 1 PHASE II - PERFORM ODOR SURVEYS AND DATA COLLECTION (2) (3) (4) (5) (6) Define odor characteristics to be measured in a data collection program. The odor characteristics will probably include H2S and odor units as well as specific odor causes generally associated with source operations located within the PROJECT Area; Train individuals to be involved in the air sampling and testing program. The training will be provided for up to ten people, plus two (2) of Engineer's personnel. The training will be performed by the ENGINEER and a sub-consultant (St. Croix Sensory, lnc) experienced in performing air sampling and testing and in providing training to others. In addition to air sampling and testing, recording of sensory observations will be discussed during the training. Quality control and quality assurance procedures will also be defined; Assist City p ersormel and outside v otunteers i n performing t he air sampling and testing program. The Odor Data Collection Program under TASK II will be performed for a six (6) month period. Additional compensation will be required if extensions of the program are desired by the CITY. The collection frequency may be varied to reflect selected atmospheric conditions. The tasks will involve defining specific air testing techniques. Personnel o fthe PROJECT participants will perform the air sampling and local testing. The ENGINEER'S personnel will be involved in performing up to four (4) days of sampling and testing unless additional monitoring by ENGINEER personnel is requested by the CITY. A qualified laboratory, to be selected by the CITY and the ENGINEER, will perform air testing that requires special laboratory procedures during the PROJECT; Develop and utilize a data management system. The air sampling and testing data gathered by the project will be loaded into the system. Additionally, relevant climatological data (e.g., temperature, wind direction, wind speed, humidity, rainfall, etc.) will be obtained from the Dallas/Fort Worth International Airport weather station and, if data is determined to be reliable and relevant, possibly one (1) additional station that collects data reflective of conditions within the PROJECT Area will be loaded into the database; Summarize and present the data collected in a Technical Memorandum. This memorandum will briefly discuss the information collected, but will not present conclusions or recommendations regarding the findings; Make assessments of the probability that off-site sources identified in the PROJECT contribute significantly to odors in the communities surrounding the plant; (7) (8) Prepare a data report that presents the findings of the air sampling and testing program and sensory observations. Results of an examination of the data relative to · the climatological conditions will be presented in the report. Ten (10) copies of the draft report and fifteen (t5) copies of the final report will be submitted to the CITY; and Prepare for and participate in up to two (2) meetings with the City to present and discuss the air sampling, testing data, and other information developed during Phase II. TASK II - ON-SITE EMISSIONS MEASUREMENT Conduct reconnaissance visit to City's wastewater treatment, composting, and landfill facilities to review facility layout, operational procedures and protocol, to review documented and perceived odor events, and to gain information necessary to design testing program. Prepare memorandum outlining testing program to be conducted at City's facility. 'Memorandum will outline operating and atmospheric conditions under which field tests will be conducted, proposed frequency and nature of tests to be conducted, as well as specific responsibilities of City and Consultant personnel. Data collection forms will be included in memorandum. 2. Conduct field-testing Consultant personnel will prepare for and participate in up to six sampling events at City facilities [two (2) persons per event] each event anticipated to be four (4) hours or less in duration at City facilities. Depending on sampling plan agreed upon with City, some events may be on same days; some may be at night or on weekends. R is anticipated that consultant personnel will measure ambient hydrogen sulfide at fifteen (15) locations during each event; ammonia, methyl mercaptans, ethyl mercaptans, and/or amines (using Draeger tubes) at up to six (6) locations on each visit; and record observations of operational events and atmospheric conditions. On four (4) Consultant site visits, samples will be collected for analysis by an independent laboratory for testing for an array of potential odorants. A total of up to sixteen (16) bag samples will be collected and tested. City persoimel will record and provide wind direction and speed information during each sampling event (whether by City or Consultant personnel), and will conduct odor observations at times agreed to in the sampling plan. Consultant will provide instruction and data recording forms for use by City personnel. It is anticipated that field-testing will proceed for a twelve (12)-week maximum period ending no later than April 30, 2004. Summarize results of field surveys, analytical results, and field-testing. Consultant will maintain a database of test results and will summarize results in a technical memorandum. TASK III - DISPERSION MODELING AND EVALUATION OF ALTERNATIVES Using emissions information collected, Engineer will develop a dispersion model for the City's facilities. The model will include long-term atmospheric data, topographic data, and geometric information describing the major treatment units at the plant. The intent of the model wilt be to predict and graphically present the intensity and/or frequency of odorants at selected receptor locations around the plant, and to assess and project the effectiveness of various control altematives considered. Engineer will run dispersion model and provide results to the City for existing conditions, and for up to four (4) proposed "control" scenarios, and to simulate the affects of various odor control technologies to be evaluated. Engineer will provide model output in PowerPoint-compatible graphic format for use in presentations by City personnel. a. Engineer will assess emissions measured, impacts on surrounding neighborhoods, effectiveness of existing control technologies and other factors, and will develop life-cycle cost projections for up to six (6) key odor control alternatives to be considered by the City. It is anticipated that both capital and operational improvements will be assessed. Engineer will prepare and deliver five (5) copies of a technical memorandum describing and interpreting model results. Model results showing the projected effectiveness of various odor control technologies evaluated will be included, as will the results of the life-cycle cost analysis of alternatives. Engineer will meet with City personnel to discuss findings of this task prior to preparing the master plan document described in Task W, below. TASK IV - PREPARE ODOR ABATEMENT MASTER PLAN REPORT Engineer will compile information from Tasks I through III and will prepare a "Master Plan" document describing recommended odor abatement improvements, their relative priorities, and the projected capital and operating costs of each. Engineer understands that the report will be used by the City for capital improvement planning purposes. Five (5) copies of the draft report wili be 4 submitted for City review. Each major control alternative recommended will include a brief listing of other successful applications (locations, size, years of service) of the recommended technology. o Upon receipt of comments from City personnel, Engineer will address City comments and will finalize Master Plan report. Ten (10) copies of the final report will be delivered to the City. Engineer will meet with City personnel (after completion of the draft or final report, at the City's option), to review and discuss findings and recommendations contained in the report. S:\Our Documents\Contracts\04kAlan P[ummer Associates-Odor Evaluation-2004-Scope. doc 5 CiTY OF DENTON,'TEXAS ODOR ABATEMENT EVALUATION OFF-SITE ODOR ASSESSMENT 03-335 _oval 2 {Phase) No+ a,(t Description I i Pr nc pa =.:: Sr Proj Mgr ~l Mdlg Spclst Proj E~gr Technician !! Clerical ~i QC Total Labor Percent of Level3 [Task) No. and Oescnp~on (hrs) ! {hrs) hfs) {hrs) {hfs) (hfs} I {hfs) Hours : Fee ($$$} Total Fee OFF-SITE ODOR'ASSEss~ENT . ·32 ' $6 'i' 0.'..../,. "f2'8 · '. .$8:" ' 16... ,.'"''~ .... 6..:'. .' '..i'i':~3~:: .: !'$: ' i ::i ~4,~:20: 3 I~ntt~lem~s~u~' ' ' ' ' " ' '"' · ~ 2 ' · · Z .... "-2 - '"'"' ".'"~ ~' ~ ..... :'"h ' ~-'.. ~ ; ........ ~'" ...... .'" j · ". : ~, '.s ~o,~ ........................................................................................ ; ....... ~ .......... ~ ~ · . '. ..... .'U' '~ ' :'4 " .... " .': -' · ' I~ ". $ I 972 5.5% 8 Mee~ (2) f~ Su~sk ~ Ouali~ Cont~ 1 5.3% T~am Labor Amount ~ ~ ~ ~ { $ ,, 3~,~0 100.0% Total Amounts by Labor Catego~ $ 5,760 } $ ~,570 ~ $ $ 11,520 } $ 6 s~ $ 1,056 ~ $ 1,050, $ 35,820 Labor Cate~o~ Percent of To~l ~bor 16.1% ~ 26.7% ~ 0.0% I 32.2% ', 19.2% ~ 2.9% ~. 2.9% TOTAL EXP~NSES (see breakdown belowt Total Subc~nsultAnts $ 5,796 Total Rei~bur~bles Total ~pen~s $ 16,796 G~ND TOT'AE 2OFF-S TE ODOR ASSESSMENT ..... .. ·. ...." SUBCONSULTANT ~PENSE~ REIMSURSABLE EXPENSES , Code: Desertion = ~ Budgot ($$), Markup ~ Fee {$$$) Code ~ D~criptien "~ B~dg~ {$$)~ Markup CA ................. , ........................................... ~:~F..~-.'...~.~ ,.~ ............................ ~ ..................... '~ .............................................................................. ~ ..... I 10~ $ CM ~MechanLcalConsult~ ~ $ 'L: 1.10: ~ - RL 14~ [ ~ - CS Stru~ural Consul~ ~ - ' .......... = ..... CY ~Su~eying ~ul~nt ~ ' . .; I 10; $ - RP =.P~rchased Se~Lces $ '... - =. ~,10~ $ CZ ',Unmloca.dF. ~S -=, 1.00:$ RR ReproduCe. $. "1'5D=` 1 ' ~ $ ' ~ 10 $ RS ~Shipprn~ De~ive~, PosSe =- 1 10~ $ ~04 ' ' · .,$ -'. 1.10:$ - R~ ~ .... $ '.' -, 0t)21~04 CiTY OF DENTON, TEXAS ODOR ABATEMENT EVALUATION MODELING & ALTERNATIVE EVALUATION 03~35 Level 2 (Phase) No. and Descriptian ~ Principal I Sr. Proj Mgr :: Mdl; Spclst=, Proj Engr i Technlcia, I 'Clerical i QC . T~al La,or Parent of ~ (hrs) ~ (hfs) : (bm} [ (hrs) (~m) (h~) : (bm} Hours ~ Fee {$$$) TO~I Fee ,~ ,; · .. .. .: · .. . ~vef3 (Task) ~o. a~d ~scfip~ ~' ~ .. .... .[ · '. ~. '. ' · . · .~. · ::.... : ~ · : .: . . · '? ' ' "~, ... '. '/:.'"':" ' '~ ' ' =~' ...t~ · . ~2 '- . ~.':-'.. '...~.": S'...'~3~s~2':' :.. '~[=~. MODELING &.ALTERNATIVE EV~UA~ON 14' 3'0' · 54 ...... ~ ..... ......... e=~Jm ~s/~s . · · ~ ~ 6 4 ' ' "'~ ' .: 28 .... '. . ~. '" "' · '" TO~I ~bor H0~m t4 3~ :: ~ 92 12 12 4 ~7 Labor Ratea pet Hour 8.280 ~ $ 936 $ 792 ~ $ 709 $ ~5,957 Total Amoun~ by L~bor Calegow $ 2,520 ~ $ 5,~5 ~ $ 7 ~74 ~ $ = 100.0% ~bor Cate~o~ Percent ofT~l ~bor 9,7% ~ 21.8% ~ 27.3% 31.9% ~ 3,6% I 3.1% :~ 2.~ TOT~ EXPENSES (see b~kd~n belowl Total Subconsul~nts $ 739 Tolal Reimbursables $ 739 T~I Expeflses .. .~aSUeSASLE ;Xe~,SES SUBCONSULTANT EXPENSES , Code ~ Desct[~ion ~ Budget ($$) Markup ~ Fee ' Co&e ~, Description ~ Budget{$$)[ Markup ~ F~($~) ' · L '. ' 1 I~ .~ ...................... ........ ,- ~, ~.~ ~ .~ ........... RS Shipping DeLiver, PosSe ~ $'." ' ' '25= 1 1C $ , c~ ............ ~.~ ............... =4 ................................... ~T ~~~...~"-'= ~ . .... ~~ ~......... ~_ ~.~..~ yOTAL'~U~CONSUL~AN.T ~XPEN~ES ~ ~ · - ~ · ; .... 0~If04 Level 2 (Phase) ~_o. and Descriptl Lave/3 A PREPARE OOOR'ABAT~:.M[NT MASTER. pLAN R~PO~T 2 Addms.~; ~ty com~e~ ........................................ PM AD MINISTRATIVE/QC TAS~(S 2 TOTAL LABO. _ _.._ Fl Total Labor Hours Total Labor Amount Labor Rates per Hour Total Amours by Labor Category ~ Percent of Tote1 Labor [PENSES Total Subconsultante Tntal Reimbursables Total Expensee CITY OF DENTON, TEXAS ODOR ABATEMENT EVALUATION PREPARE ODOR ABATEMENT MASTER pLAN REPORT 03,335 Proj Mgr: Md. tg Spcls: i proj Engr 2'2 4 ~ 24 18 4 16 Clerical i QC ".i:' 4 Total Labor 4 22 4- 24 $145 $~3!. ! $90 3,190 '. $ 524 $ 2,160 4.5% i 18 2 1,185 i $ 350 10.2% i 3.0% Code [ Description :i Budget($$)i Markup A Architect Consuha : ' - ..... ~ ...................... ~ ~$ · 110 $ - ............ ~ ~$ · ~ ~ ~ ..:., CG G~t~h~ ca Consu bnt ~ ~.- ~ ...................... ; ................. ............ ............................................................ ~ 110 $ - OM ~ ~nicnl ~nsul~nt .~.u ............ = ............... = ................ CY ~u~W~nD C ........................... :. ...................... ........................ ~ ................... ............... : ............. "*"*~'~; .......... ~, . ~oo~ s - 02 · ' REIMBURSABLE EXPENSES $ $ 11,696 $ 1,100 $ 1,99. $ 01,'21/04 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 CITY OF DENTON PUBLIC UTILITIES BOARD MINUTES January 26, 2004 Draft After determining that a quorum of the Public Utilities Board of the City of Demon, Texas was presem, the Public Utilities Board convened imo an Open Meeting on Monday, January 26, 2004, at 9:00 a.m. in the Service Cemer Training Room, City of Demon Service Cemer, 901-A Texas Street, Denton, Texas. PRESENT: John Baines, Bill Cheek, Yolanda Guzman, George Hopkins, Charldean Newell, Dick Smith and Don White (Board Member Bill Cheek excused himself from the meeting at 11:10 a.m.) EX OFFICIO MEMBERS Michael Conduff, City Manager Howard Martin, ACM/Utilities EXCUSED: ITEMS FOR INDIVIDUAL CONSIDERATION: 5) Consider approval of the Professional Services Agreement with Alan Plummer Associates, Inc., for providing engineering services relating to odor control in the wastewater treatment, collection system and the landfill for an amount not to exceed $116,330. P.S. Arora, Assistant Director of Wastewater Utilities, presented this item. Arora informed the Board that the 1960's construction of the Pecan Creek Water Reclamation Plant (PCWRP) was in a relatively remote location. Denton has experienced a substantial growth spurt since then and the Planning Department is projecting population growth to continue at 5 percent. The landfill is projected to continue operations at the current site for approximately 40 years. Denton Regional Hospital and the physician's offices on Colorado Boulevard with sensitive processes, substamial growth on Loop 288, and new subdivisions getting closer to the PCWRP and the landfill will put a premium on odor issues. Arora explained that even with the best operation and maintenance practices in place, wastewater and solid waste utilities across the nation have to contend with odor complaints unless the plant, lift stations, lift station discharge points and solid waste operations are several miles from the population cemers. Arora said the City might consider enclosing all of the processing units at the wastewater plant and treating the gases before releasing them into the atmosphere. He also explained there are methods by which chemicals may be used to retard the release of gases from the sewer system, but they are generally cost prohibitive. Baines moved to approve the cost proposal from Alan Plummer Associates Inc., with a second from Board Member Dick Smith. The motion was approved by a vote of 6-0. Cheek was not in attendance during the discussion of this item. PUBMINSDRAFT 12604 Page 1 of 1 AGENDA DATE: DEPARTMENT: ACM: AGENDA INFORMATION SHEET February 3, 2004 Materials Management Kathy DuBose, Fiscal and Municipal Services Questions concerning this acquisition may be directed to Charles Fiedler 349-8948 SUBJECT Consider adoption of an Ordinance accepting competitive bids and awarding a public works contract for the construction of sidewalks for McKinney Street; providing for the expenditure of funds therefore; and providing an effective date (Bid 3119-McKinney Street Sidewalks awarded to Quantum Contracting, Inc. in the amount of $70,628). BID INFORMATION This bid is for the removal and reconstruction of approximately 610 square yards of four-inch sidewalk, 19 curb ramps, 460 square yards of six-inch driveway, associated excavation, traffic control, and other related activities. The project location is along McKinney Street from its intersection with Frame Street to its intersection with Jannie Street. RECOMMENDATION We recommend award of this bid to the lowest responsible bidder, Quantum Contracting, Inc., in the amount of $70,628. PRINCIPAL PLACE OF BUSINESS Quantum Contracting, Inc. Rockwall, Texas STAFF COST ESTIMATE The engineer's estimate for this project was $88,700. ESTIMATED SCHEDULE OF PROJECT The project is scheduled to begin February 16, 2004 with an estimated completion date of April 16, 2004. FISCAL INFORMATION Funding for this project will come from account 350095443.1341.21100. Agenda Information Sheet February 3, 2004 Page 2 Attachment 1: Bid Tabulation 1-AlS-Bid 3119 Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent Bid # 3119 Attachment 1 Date: 12/18/03 McKinney Street Sidewalks Maintenance, ]nc. Concrete, ]nc. Construction, I ~rin~' ~ ~, ~in Dallas, TX Denton, TX G ainesville, TX I' Bid Bond :~ :~ :ES ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF SIDEWALKS FOR MCKINNEY STREET; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (BID 3119-MCKINNEY STREET SIDEWALKS AWARDED TO QUANTUM CONTRACTING, INC. IN THE AMOUNT OF $70,628). 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. That 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 Quantum Contracting, Inc. 3119 $70,628 SECTION 2. That 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. That 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. That 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. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of .,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 1-ORD-Bid 3119 AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: February 3, 2004 Materials Management Questions concerning this acquisition may be directed to Diana Ortiz 349-8224 ACM: Kathy DuBose, Fiscal and Municipal Services SUBJECT An ordinance of the City Council of the City of Demon designating a depository for city funds for a term beginning March 1, 2004 and ending February 28, 2006; authorizing the mayor to execute a depository contract with Bank One as the primary depository; authorizing the city manager and other city employees to transact business with the depository; and providing an effective date. RFP INFORMATION This proposal is for primary bank depository services for the City's public funds. The proposal also includes safekeeping, lockbox, credit card, and ATM services. In addition, it may include, possible purchases of certificates of deposit within a predefined limit. The initial contract is for a term of two years beginning March 1, 2004 and ending February 28, 2006 and includes a provision for three additional one-year extensions or five total years under the same terms and conditions of the contract, subject to the mutual agreement of both parties. The primary objectives of the depository agreemem are: · To employ a Bank that is both capable of providing high quality banking services and willing to be attentive to the City's money matters; · To maximize the total dollars earned by the City on invested monies in order to be prudent and effective custodians of the taxpayers' financial sources; · To maintain a good working relationship with the depository Bank; To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the marketplace; and · To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended, the Texas Governmem Code, Chapter 2257, and all other applicable laws. Agenda Information Sheet February 3, 2004 Page 2 RECOMMENDATON The Staff Review Committee, comprised of representatives from Fiscal Operations, Management and Budget, Treasury & Tax, Technology Services, Utility Services, and Materials Management, recommends Bank One for the City's bank depository. PRIOR ACTION/REVIEW At it's January 12, 2004 meeting, the Investment Committee recommended Bank One for the City's bank depository. PRINCIPAL PLACE OF BUSINESS Bank One Dallas, TX ESTIMATED SCHEDULE OF PROJECT This contract is for a term of two years beginning March 1, 2004 and ending February 28, 2006. The contract also includes a provision for three additional one-year extensions for a total of five years. FISCAL INFORMATION This service will be funded from account 160099.7882. Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent Attachment 1: Fee Schedule (See Exhibit A) 1-AlS-RFP3120 S:\Our Documcms\Ordinancos\O4\Dcpository Con/tact Ord.DOC ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING MARCH 1, 2004 AND ENDING FEBRUARY 28, 2006; AUTHORIZING THE MAYOR TO EXECUTE A DEPOSITORY CONTRACT WITH BANK ONE AS THE PRIMARY DEPOSITORY; AUTHORIZING THE CITY MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT BUSINESS WITH THE DEPOSITORY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of DeNon has notified all the banking institutions within the City its intent to receive applications for the performance of depository services and the custody of City funds for a term beginning March 1, 2004, and ending on February 28, 2006, with three possible one-year extensions of the Contract not to extend beyond February 28, 2009, in accordance with the requirements of Chapter 105 of the Local Government Code; and WHEREAS, the City of DeNon has received an application for depository services from a banking institution desiring to be designated as the primary depository for both operations and payroll accoums and standard banking services as requested in the proposal; and WHEREAS, after such opening, the City Council found, on the basis of the bid application, that Bank One has submitted the application offering the most favorable terms and conditions to the City for the handling of such funds; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. Bank One is hereby selected and designated as the primary depository for operations and payroll accoums and banking and depository services beginning March 1, 2004, and ending February 28, 2006, with three possible one-year extensions of the Contract through February 28, 2009, in accordance with Chapter 105 of the Texas Local Governmem Code. The Mayor, or in her/his absence, the Mayor Pro Tem, is authorized to execute a depository contract with Bank One, substantially in the form of the attached Contract. SECTION 2. The Contract, including all attached exhibits, with said depository having its office and place of business in the City of DeNon, Texas, shall be attached hereto and made a part hereof, and the same is hereby in all things approved and accepted. SECTION 3. The following officials: Michael A. Conduff, City Manager; Kathy DuBose, Assistant City Manager for Fiscal & Municipal Services; Howard Martin, Assistant City Manager of Utilities; Jon Fortune, Assistam City Manager of Public Safety and Transportation Operations; and Diana G. Ortiz, Director of Fiscal Operations, are hereby authorized to transact business with the above listed institutions regarding daily banking transactions or investments for the City of Denton. S:\Our Documcms\Ordinancos\O4\Dcpository Con/tact Ord.DOC SECTION 4. The City Manager is authorized to make the expenditure of funds and fees and take the actions as indicated in the attached Contract and exhibits. SECTION 5. The City Manager is authorized to extend the expiring contract with the current depository, Texas Bank, for up to 60 days to ensure services until the complete transition of services to the new depository. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2004. ATTEST: JENNIFER WALTERS, CITY SECRETARY EULINE BROCK, MAYOR BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: Page 2 DEPOSITORY SERVICES CONTRACT STATE OF TEXAS § COUNTY OF DENTON § ARTICLE 1. SELECTION AND TERM Bank One, hereinafter referred to as "Depository" at 1200 W. University Drive, Denton Texas 76201, a bank located in the State of Texas and the deposits of which are insured by the Federal Deposit Insurance Corporation, was duly selected in compliance with the terms and provisions of Tex. Loc. Gov't Code Ch. 105, Tex. Loc. Gov't Code {}131.903, Tex. Tax Code §6.09, and all other applicable laws, by the City Council of the City of Denton located in Denton County, Texas hereinafter referred to as "City" to serve as the depository of the funds of City. The action of the City Council was duly taken and the Depository is to serve pursuant to this Contract for a period of two years, beginning March 1, 2004 and ending February 28, 2006. Provided, however, that this Contract may be extended for up to three additional one-year terms at the request of the Depository and upon the approval of and sole discretion of the City through its City Council. Depository also agrees that the City shall have up to 60 days from the date the City Council designates it as the City's depository to transfer all municipal funds covered by this Contract from its current depository to Depository. Under no circumstances shall the term of this Contract extend beyond February 28, 2009 or the maximum term allowed by law. It may be sooner terminated by Depository's failure to adhere to all requirements of this Contract. ARTICLE 2. OBLIGATIONS OF DEPOSITORY A. The Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved security as defined or referred to in Tex. Loc. Gov't Code {}105.031, et. seq. and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the Texas Government Code, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the term of this Contract, but not less than that required by Tex. Loc. Gov't Code Ch. 105, Tex. Gov't Code {}2257.022, the City's Investment Policy, and all other applicable laws. Depository shall execute the Depository Pledge Agreement attached to this Contract as Exhibit "A" and made a part hereof as if written word for word herein. All deposits, including accrued interest, are to be fully collateralized in accordance with the above terms. Depository wilt be responsible for determining daily if the collateral is sufficient in accordance with this Contract, the Depositories for Municipal Funds Act, the Collateral for Public Funds Act, and all other applicable laws. Pledged securities will be listed as an addendum to the Depository Contract in Exhibit "A". Pledged securities will be held by the Federal Home Loan Bank in joint custody with the City and the Depository. Provided further that: 1. The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov't Code {}105.031 and Chapter 2257 of the Texas Government Code and acceptable to the City, and the amount pledged shall be in a total market value as directed at any time by the City Council in accordance with standards acceptable to the City Council and as required by applicable laws. 2. The conditions of the pledge of approved securities required by this Contract are that the Depository shall credit the account(s) of City with the full amount or all State of Texas Warrants presented to Depository for the account of the City no later than the banking day next following the day of Depository's receipt of such warrants; that Depository shall faithfully perform all duties and obligations devolving upon Depository by law and this Contract, including specifically the duty to collect with diligence checks, drafts, and demands for money deposited with Depository; pay upon presentation all checks or drafts drawn on order of the City in accordance with its orders duly entered according to the laws of Texas; pay any time deposit or certificate of deposit of City in Depository upon maturity or after the period of notice required, and faithfully keep, account for as required by law; and faithfully pay over, at maturity or on demand, as City may elect, to any successor depository all balances of funds the City then has on deposit with Depository. 3. The pledge of approved securities required by this Contract shall be a continuing pledge, ceasing only upon the later of the termination of this Contract or the fulfillment by Depository of all of its duties and obligations arising out of this Contract (and a continuing security interest in favor of City shall attach immediately upon any such pledge to all proceeds of sale and to all substitutions, replacements, and exchanges of such securities, and in no event shall such continuing security interest be voided by any act of Depository). But notwithstanding the foregoing Depository shall have the right, with the consent City, to purchase and sell and substitute or replace, any and all of the approved securities pledged pursuant to this Contract with other approved securities, provided that all of the other conditions of this Contract are adhered to by Depository, and such pledge shall be in addition to all other remedies available in law to City. 4. This Contract shall become binding upon City and Depository only upon approval by the City Council of the Contract and the application attached hereto. To the extent of conflict, if any there be, between this Contract and the application, Exhibit "B", and any of the attached exhibits, the terms of this Contract shall control. Nothing in the terms and conditions of the application (Exhibit "B"), including without limitation, any indemnity or venue clauses, shall control or reduce the obligations of Depository under this Contract, it being the intent of the parties that the terms of this Contract shall control and be binding over any conflicting provision in the exhibits. All conflicts in the exhibits shall be resolved in accordance with Article 2 A. 10 of this Contract. 5. Upon execution, Depository shall immediately furnish or cause to be furnished to City original and valid safekeeping or trust receipts issued by the bank holding the approved securities pledged pursuant to this Contract, marked by the holding bank on their face to show the pledge and market value as required above. City shall promptly furnish two executed copies of this Contract, photocopies of all such receipts, and photocopies of new receipts for substitutions and additions and written notice of deletion, when made, to Depository. 6. On the execution date of this Depository Contract the Depository agrees to pledge an amount that is equal to funds anticipated to be on deposit from day to day. 7. Any closing or failure of Depository, or any event deemed by City to constitute a closing or failure of Depository, shall be deemed to have vested full title to Page 2 all approved securities pledged pursuant to this Depository Contract in City. City is hereby empowered to take possession of and sell any and all of such pledged approved securities, to the extent not forbidden by law, whether in safekeeping at another bank or in possession of City, and City is specifically so empowered by Depository. 8. Depository agrees that it will act, and the City hereby designates Depository as its primary depository, with both parties agreeing that all funds herein shall be deposited and invested in compliance with all applicable local, state, and federal laws including, but not limited to, the Depository for Municipal Funds Act, Chapter 105, §105.001-105.092 of the Texas Government Code (V.A.T.C.S.); the Collateral for Public Funds Act, Chapter 2257, {}2257.001-2257.083 of the Texas Government Code (V.A.T.C.S.); the Public Funds Investment Act, Chapter 2256, {}2256.001-2256.104 of the Texas Government Code (V.A.T.C.S.); the City Charter and Code of Ordinances of the City of Denton, Texas as amended; and the Investment Policy adopted by the City. It is also the intention of the parties hereto, in conformance with the above-mentioned laws, that the City shall remain at maximum flexibility to invest its funds prudently to earn the highest rate of return consistent with the City's Investment Policy and all other applicable requirements of the law. 9. Depository shall, in return for the City depositing its funds in the Depository, provide professional banking services as an independent contractor for the charges as set forth in the Depository's application dated December 9, 2003, which application is attached hereto as Exhibit "B" and made a part of this Contract for all purposes. 10. Depository shall perform all those banking services set forth in Exhibit "A"; its application attached hereto as Exhibit "B"; and the City's Request for Applications for the Performance of Depository Services, which is attached hereto as Exhibit "C" and made a part of this Contract for all purposes. In case of conflicts between this Depository Contract and the aforementioned exhibits or in case of a conflict between such exhibits, the conflict will be resolved as follows: First, this Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and "C"; third, Exhibit "C" controls over Exhibits "B". 11. Depository shall (a) keep the municipal funds covered by this Contract, (b) perform the duties and obligations imposed on the Depository by law and under this Contract, (c) pay on presentation all checks drawn and personally payable on a demand deposit account with the Depository, (d) pay all transfers properly payable as directed by the designated employee or officer chosen by the city, (e) provide and maintain security at the level required by Tex. Gov't Code Ch. 2257, and (f) account for municipal funds as required by law. B. Depository warrants that each computer, hardware, software, and firmware product or equipment utilized by Depository to deliver financial and depository services under this Contract shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by Depository, provided that all other interfaces (e.g., hardware, software, firmware) used in combination with such product properly exchange data with it. If this Contract requires that the Depository's equipment or products must perform as a system in Page 3 accordance with the foregoing warranty, then that warranty shall apply to Depository's products and equipment as a system. The duration of this warranty and the remedies available to the City for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Depository's standard commercial warranty or warranties contained in the contract(s), provided that, notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to City under this warranty shall include repair or replacement of any Depository-utilized product or equipment whose non-compliance is discovered and made known to Depository in writing and Depository, in accordance with Article 6 hereof, shall indemnify City against losses caused by any breach of this warranty. Nothing in this warranty shall be construed to limit any rights or remedies the City may otherwise have under this Contract with respect to defects other than Year 2000 performance. ARTICLE 3. ADDITIONAL SECURITY Subsequent to the execution date of this Contract, should the amount of deposit exceed that which is initially pledged, said amount will be increased, and the safekeeping receipts of the additional securities will be provided in accordance with Paragraph A(5) of Article 2 herein. ARTICLE 4. ADDITIONAL DEPOSITORIES This Contract shall be non-exclusive and the City reserves the right to designate secondary or additional depositories and to, if necessary, enter into Depository Agreements for other City funds with other banks in Denton County or adjacent counties whenever the interests of the City may demand. The City also reserves the right to contract with other financial institutions under separate contract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds. ARTICLE 5. LEVEL OF COMPETENCY Depository and its officers and employees performing services hereunder agree that in the performance of these depository services, they shall be responsible to the level of competency and shall use the same degree of skill and care as presently maintained by other practicing professionals performing the same or similar types of work in the State of Texas. ARTICLE 6. INDEMNIFICATION Depository shall indemnify and hold harmless the City, its officers, agents, and employees from loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, including without limitation breach of the Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or omission in the performance of this Contract on the part of Depository or any breach of its obligations or duties under this Contract, and Depository shall defend, at its own expense, any suits or other proceedings brought against the City, its officers, agents, and employees, and shall pay any expenses to satisfy all judgments or losses whatsoever which may be incurred or rendered against th~m or thc City. Page 4 ARTICLE 7. EXHIBITS All exhibits attached to this Contract are considered to be integral parts of same, and Depository will fully comply with the terms and conditions of same. ARTICLE 8. VENUE For parposes of determining venue and the law governing this Contract, services performed under this Contract are performed in the City and County of Denton, Texas. Any suit or dispute regarding this Contract shall be decided and settled in a court of competent jurisdiction sitting in Denton County, Texas. ARTICLE 9. COUNTERPARTS This Contract may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to have the same effect as if all parties to this Contract had signed one and the same signature page of this Contract. ARTICLE 10. TERMINATION A. The City and Depository shall, as a matter of right without necessity of default on the part of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days prior notice in writing. Should Depository default in any of its obligations to City under this Contract, City shall give Depository notice of default in writing, and Depository shall have 30 days from receipt of the notice to correct the default. If Depository fails to remedy default within this time, City, at its sole option, may cancel this Contract and Depository shall be fully responsible to pay City any and all damages caused by its default. Depository shall be paid for all services satisfactorily performed in accordance with this Contract up to date of any termination hereunder. Depository's filing of a petition in bankruptcy or being declared insolvent by a federal bank regulatory agency shall be considered a material breach of this Contract. Nothing herein shall deprive City of any other remedies in law and equity to enforce the terms, conditions, and obligations of this Contract including, but not limited to, instituting suit for damages or, in the alternative, specific performance of this Contract. B. In the event of termination, Depository shall fully cooperate with the City to transfer all municipal funds to the new depository designated by the City. ARTICLE t 1. NOTICES All notices required under this Contract must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: CITY: DEPOSITORY: Mike Conduff, City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Bank One Randall McDonald 1200 W. University Drive Denton, Texas 76201 Page 5 Either party may change the address to which notice is sent by giving the other party notice of the new address in the manner provided in this section. ARTICLE 12. ASSIGNMENT Depository shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. ARTICLE 13. BINDING EFFECT This Contract shall be binding upon and enure to the effect of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Contract. ARTICLE 14. ENTIRE AGREEMENT This Contract and the attached exhibits constitute and express the entire agreement between the parties and shall not be amended or modified except by written instrument signed by both parties. ARTICLE 15. AUTHORITY TO CONTRACT Depository hereby does represent to the City that its officer or officers who have executed this Contract have full and complete capacity and authority to execute a binding Depository Contract which is effective, for ail purposes, as to all services to be provided and all terms and obligations under this Contract. ARTICLE 16. DUPLICATE ORIGINALS This Contract is executed by the City and the Depository in three copies, all of which shall be deemed originals. IN WITNESS of which this Contract has been executed on this the 1st of February, 2004 by the duly authorized officers of Depository and City. CITY OF DENTON: By: Date: __ Name (Print): Euline Brock Title: Mayor Address: City of Denton 215 E. McKinne¥ Denton, Texas 76201 Page 6 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BANK ONE AUTHORIZED SIGNATURE N~e (Print): a~,4,;,, ~ t W Title: ,/0rx~ 2d~&- 2)0~/~,~ \\CH-LGL\VOLl~sharoi\dept"&OL\Our Doeument~\Comraels\04X, DEPOSITORY CONTIL~CT doe Page 7 EXHIBIT "A" CONTINUING DEPOSIT SECURITY AGREEMENT THIS AGREEMENT is entered into as of this day ot' ., 200 __, by and beV, veen the ("Customer"), and Bank One, N.A~ main office Chicaf!o, [llin. ois ("the Bank'). RECITALS A. From time to time Customer, for investment and business purposes, makes deposits of money with the Bank; and B. Although such deposits are generally eligible for FDIC insurance coverage, such coverage is limited for the funds of each public unit, as that term is defined by applicable law. C. In consideration of the deposits made by Customer with the Bank, Customer and the Bank desire to enter this Agreement granting Customer a security interest in certain Coil ateral hereinafter defined to afford Customer greater protection. NOW, THEREFORE, in consideration of the Customer's depositing its funds with the Bank and as security for the repayment of those deposits, the parties agree as follows: 1. OBLIGATIONS. The obligations subject to this Agreement, hereinafter referred to as "Obligations", are the accounts held in the following name: 2. GRANT OF SECURITY INTEREST COLLATERAL. To secure the Obligations described above, the Bank hereby grants to the Customer security interest in and assigns and pledges assets, hereinafter referred to as ("Collateral"). The Bank represents that its Board of Directors has passed a resolution authorizing and approving the execution and delivery of contracts with the United States, individual states, and any political subdivisions thereof ("Public Units") providing for the deposit of public funds with the Bank and the pledge of collateral by the Bank to the Public Unit and further authorizing and approving the execution and delivery of ali related contracts between the Public Units and the Bank, including without limitation, assignments, pledge agreements and security agreements; that such resolution is reflected in the Minutes of the Bank's Board of Directors; and that a copy of this Continuing Deposit Security Agreement shall be maintained as an official record pf the Bank. LOCATION OF COLLATERAL. The Bank agrees to deliver and place the Collateral with the Federal Reserve Bank, hereinafter referred to as "Trustee", as a book entry item in the name of the Customer as the secured party. Page 1 of 4 Evidence of such transaction will be forwarded to the Customer immediately after the transaction occurs, in no event later than one (~) week from the execution of this Agreement. BANK REPRESENTATIONS, WARRANTIES AND PROMISES. The Bank further represents, warrants and agrees: a) The Bank has full power and authority to enter into this Agreement. b) The Bank is the owner of the Collateral, or if the Bank is not the owner, the owner has agreed to execute a Hypothecation Agreement granting a security interest in the Collateral in consideration of the Customer's deposits. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement, shall be continually maintained at the amount equal to or greater than the Obligations of the Bank to the Customer which exceed the sum of the Federal Deposit Insurance Corporation's Insurance limitation. Customer shall notify Bank of significant changes in the amount of Customer's deposits, at which time Bank will pledge additional or release excess securities. (Bank will voluntarily monitor the market value of pledged securities on a daily basis.) d) If the Bank shall desire to sell or otherwise dispose of any one or more of the securities constituting part of the Collateral deposited with the Trustee, it may substitute for any one or more such securities other securities of the same current par and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by the Bank as often as it is desired; provided, however, that the aggregate market value of all Collateral pledged hereunder shall be at least equal to the amount of Collateral requir ed hereunder. e) The Bank shatl be entitled to income on securities held by the Trustee, and the Trustee may dispose of such income as directed by the Bank without approval of the Customer, provided a breach of contract does not ex[st. f) This Agreement will continuously, from the time of its execution, remain part of the official records of the Bank. EVENTS OF BANK DEFAULT. The Bank shall be in default under this Agreement upon the occurrence of any one or more of the following events or conditions which continue to exist for a period of ten (10) days after Customer has served the Bank with a notice generally describing said defaults: a) Failure to comply with any of the requirements of Subparagraph 4 above or any other provisions of this Agreement: b) Non-payment of any of the Obligations when due or non-performance of any promises made by the Bank in this Agreement: c) lnsolvency of the Bank Page 2 of 4 d) The appointment of a receiver for any part of the Bank. RIGHT OF CUSTOMER UPON BANK'S DEFAULT. in the event of a default by the Bank, in addition to all the rights and remedies provided in Articte 9 of the Uniform Commercial code and any other applicable law, the Customer may (but is under no obligation to the Bank to do so) sell, assign and deliver the whole, or any part of the Collateral or any substitutes thereof or additions thereto, in a commercially reasonable manner and with right to purchase the Collateral at any public sale. Out of the proceeds of any such sale Customer may deduct its actual damages and reasonable costs and expenses of sale incurred as a result of Bank's default, accounting to Bank for the remainder, if any, of such proceeds or collateral remaining unsold. CUSTOMER REPRESENTAT. IONS, WARRANTIES, AND PROMISES. Customer further represents, warrants and agree s: a) Customer has full power and authority to enter into this Agreement. b) Customer will comply with the terms of any other agreements it may have with the Bank which govern the Obligations. In the event that Customer fails to comply with any of its promises herein, or any of its representations is untrue or any of its warranties is breached, or if any of the Obligations are subjected to service of process, includinq but not exclusively, a writ of execution, then Bank may immediately terminate this Agreement. LAW GOVERNING. This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of Ze.¢ ~ applicable to agreements made and to be wholly performed in such state. TERMINATION OF THE AGREEMENT. Customer or the Bank may terminate this Agreement by giving written notice of termination to the other party which notice is effective when received by the other party. The rights and liabilities of the parties under this Agreement survive any termination of the Agreement until ali Obligations have been satisfied in full. 10. NOTICES. All notices and other communications shall be sent to the CUSTOMER: Name: Address: City/State: BANK: Name: Address: Bank One, NA, Chicago, Illinois City/State: Page 3 of 4 11. ASSIGNS, This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shatl insure to the benefit of Customer and the Bank and their respective successors and assigns. No portion of this Agreement may be assigned without the expressed written consent of the other party, and any assignment must comply with all provisions of Paragraph 4c. iN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: List of Accounts: BY: Title BANK: .Bank One, NA, Chicaclo,..!!!inois. BY: Title Page 4 of 4 Pledgee Agreement Form To: Federal Reserve Bank of Boston 600 Atlantic Avenhe PO Box 2076 Boston, MA 02106~2076 Attn: Joint Custody Date: We, the agree to the terms of Appendix C of your Operating Circular 7, dated July 12, 2002, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledgor as a replacement of, or in substitution for, ihose securities presently held (please check one): [~ with prior approval [-~--] without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this accouter (please circle one): [~ Three-party call-back Four-party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. rint Name) (Title) (Signature) (Date) (email) (fax) Tetephene , rint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone ', rint Name) (Title) (Signature) (Date) ((email) (,fax) Telephone tint Name) (Title) (Signature) (Date) (email) (fax) Telephone REV 12/2002 Pledgee Agreement (page 2 of 2) The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Pledgee Name of governmental unit Street Address or P.O Box Number City, State, Zip Code Official Signature/Date Printed Name and Title State of Notary County of On this ........ day of he/she resides at State of ,200_ before me personally appeared ·, to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that , in the City of ., in the · that he/she is the [Title] of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) My commission expires on [Date] REV 12/2002 CITY OF DENTON BANK BID FEE SCHEDULE December 2003 ..... ,, Bank One _ ~ Approx. Service Monthly Fee Per Total Monthly $3,825 184 633 $4,64~1 $6,965 11,572 $18,537 $23,17.~.8 $45,898 2,202 7,590 $55,690 $83,58o 138,866 $222,446 ,,, CiTY OF DENTON BANK BID FEE SCHEDULE December 2003 . Bank One .., Approx. Service Monthly Fee Per Total Monthly Activity item Fee 900 0,000 0.00 450 0:100 45.00 2 20,000 40,00 ~~ 2.750 27.50 25 0,000 0.00 m~ $183.50 CITY OF DENTON BANK BID FEE SCHEDULE December 2003 Bank One Approx. Monthly Service Fee Per Total Monthly Item Fee 0.050 175.00 0.060 210.00 3,500 3,500 1 0.000 0.00 25 1.500 37.50 1 75.000 75.00 3,500 0.000 0.00 3,500 0.030 105.00 I 30.000 30,00 I 0.000 0.00 2 250.000 500.00 2 100.000 200,00 26,500 0.000 0.00 2 0.000 0.00 2 25.000 50.00 1 25.000 25.00 l 25.000 25.00 1,500 0.030 45.00 1 0.000 0.00 1 0.000 0.00 25,000 0.230 5750.00 100 0.250 25.00 1,500 0.230 345.00 $6,965.00 21 0.000 0.00 $608,708 %74% 94 10.000 940,00 7,249 0.000 0.00 100 0.100 10.00 I 0.650 1 0.000 0.00 1,000 0.030 30.00 $23 EXHIBIT "B" BANI( 1200 W. University Dr. Denton, TX 76201 December 9, 2003 Mr. Tom Shaw Purchasing Agent 90I - B Texas Street Denton, Texas 76209 RE: City of Denton RFP #3120 Dear Mr. Shaw: Thank you for the oppommity to submit the enclosed proposal for baaldng services. This letter shall serve as our commitment to provide the requested services contained in the RFP #3120, as amended with 21 pages. Sincerely, Randall McDonald President 940-381-7425 REQUEST FOR PROPOSAL FOR DEPOSITORY SERVICES FOR SUBMITTED B Y: DECEMBER 9, 2003 C') --I O~ mm Z ~0 1 DEPOSITORY AGREEMENT REQUEST FOR PROPOSAL CITY OF DENTON, TEXAS NOVEMBER 24, 2003 BID 3120 OPENING DATE: December 9, 2003 Page I of 21 NOTICE TO BIDDERS Sealed proposals submitted in triplicate will be received by the City of Denton, Texas at the office of the Pt~rchasing Agent at 901-B Texas Street, Denton, Texas 76209 prior to 2:00 p.m. on December 9, 2003, then publicly c~pened to purchase the following listed items as per bid instructions and specifications. RFP # 3120 - REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES Qualified prospective bidders may obtain copies of the Request for Proposal with information at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas 76209 in the Purchasing/Warehouse portion of the Service Center complex. The City of Denton, Texas reserves the fight to reject any and all bids and to waive defects in bids. No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any contract~ with the City of Denton. Minority and small business vendors or contractors encouraged to bid on any and all City of Denton projects. CITY OF DENTON (940) 349-7100 TOM D. SHAW, C.P.M. PURCHASING AGENT This advertisement to run on November 24, 2003 and December 1, 2003. Page 2 of 21 I. INTRODUCTION The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the bankings, services depository for public funds of the City. This agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a pre-defined limit. The City iplans to manage its own investment portfolio. The contract period will be two (2) years beginning March 1, 2004 an~ ending February 28, 2006, with a provision for a one (1) year continuation up to three (3) additional years under ~he same terms and conditions of the contract, subject to the mutual agreement of both parties. The contract will also~ provide for an extension period not to exceed ninety (90) days for the transition to the new Bank depository. At the ot3tset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: · To seek a Bank that is both capable of providing comprehensive banking services, and willin, g to be attentive to the City's money matters. · To maximize the total dollars earned by the City on investment monies in order to be prudent and effective custodians of the taxpayers' financial resources; · To maintain a good working relationship with the depository Bank; and To adequately compensate the depository Bank for services provided to the City and to allow a ree,~tsonable profit to be earned, subject to competitive forces in the market place. · To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended!. This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement. There are several blanks to fill in and questions to be answered. Any alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal. Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a bidder should be notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, B, and C, unless bidders note in their bid exceptions to the terminology in such exhibits. City will disregard any exceptions which conflict with Chapter 105 referenced above. All points outlined and materials requested': will be incorporated into the bidder's reply to be considered for evaluation. Attachments will be appropriate in order to answer some of the enclosed questions. Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton - Purchasing Dep&rtment, 901-B Texas St., Denton, TX 76209; FAX 940-349-7302. II. CALENDAR OF EVENTS .ar~et Date Description of Events Page 3 of 21 ember 24, 2003 November 24- December 1, 2003 December 9, 2003 December 17, 2003 February 7, 2004 March 1, 2004 Bid sent to all banks located in Denton and those outside the city limits that requested a copy Advertise Bank depository notice in local newspaper Receive proposals from interested banks Review recommendation with the Investment Committee City Council to award contract New Bank depository contract period begins III. CRITERIA FOR EVALUATION The City staff will review the submitted proposals carefully. The recommendations will be baseqt on the proposal determined to be best on behalf of the City and the taxpayers. The following areas will be coflsidered in the evaluation of the proposals: CRITERIA · Ability to perform the requested services · Lowest aggregate cost of banking services · Agreement to points outlined in this Bid and Contract · Financial condition & ability to meet collateral requirements ° Safekeeping/collateral agreements accepted · Quality of all reports requested WEIGHTED PERCENTAGE 30% 20% 15% 15% 10% 10% In order to be considered, the depository must be a federal or Texas-chartered bank. provide the following information: 1. The amount of paid-up capital stock and permanent surplus for the depository. 2. Audited financial statements for the most recent reporting year. Each proposal must Page 4 of 21 3. A list of the depository officers. 4. A list of the depository directors. 5. Ratings on outstanding debt. 6. Proposed wire transfer agreement/contract. 7. Sample account analysis and monthly bank statement (must show city requirements IX.B & E). 8. Availability of funds schedule. 9. Proposed collateral agreement. 10. Proposed custody/security safekeeping agreement. 11. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox etc.) 12. RFP documents including fee schedule. 13. Daylight overdraft policy. 14. Reference list of agencies currently using your institution's lock-box services. 15. Sample daily lock-box transmission reports. 16. Sample monthly lock-box activity reports. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its General Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. Charges for services requested after award of contract will be mutually- agreed upon. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (.60) days written notification to the depository. Services may also be added, with costs of new services to be ne~gotiated at that time. IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions. Additional pages may be appended if .space is inadequate. How is the Bank chartered? Bank One in Texas is a wholly-owned subsidiary of Bank One, N.A. What percent of current loans are classified as non-performing? 2.52% as of yearend 2002. Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four (24) months? If "yes", please explain. None exist. Indicate the Bank's capital to assets ratio for the last five (5) years. 1998-7.8%; 1999-7.49%; 2000-6.87%; 2001-7.5%; 2002-8.1% What was the Bank's 2003 return on assets (ROA)? Page 5 of 21 L 1.25% as of yearend 2002. Attach copies of the Bank's most recent FDIC (UPBR) call reports. These are included in Exhibit A. Is the Bank a branch bank or will it soon become a branch bank? No. If so, please indicate which services will be provided from the Bank's present location and which will be provided from the main Bank. AlSo, please indicate service location throughout the proposal where applicable, V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Type Employee Claims Account Operating Account Sinking Account Payroll Account Concentration Account CDBG Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Zero~Balance Account Super Now Account Zero-Balance Account , City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated. Page 6 of 21 l 3ervices and Fees The service which should be made available to the City include but are not limited to the following: TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. $10.00 6 accounts $60.00 2. $15.00 prior day 6 accounts $90.00 $00.06 per item 5,037 (est.) $302.22 $15.00 curr. day 6 accounts $90.00 $00.06 per item 3,500 (est.) $210.00 3. $00.75 450/month (est.) $337.50 $00.10 450/month (est.) $45.00 4. $00.045 25,000/month $1,125.00 5. $00.10 3,500/month $350.00 6. $5.00 30/month $150.00 7. $6.00 50/month $300.00 8. $12.00 2/month $24.00 9. $00.10 5/month $00.50 $00. i 0 550/month $55.00 10. $20.00 2/month $40.00 11. $10.00 10/month $100.00 12. *No Charge 150 books/mo. $0.00 13. No Charge 1/box $0.00 10. No Charge 4 hrs./month $0.00 I 1. $75.00 1 account $75.00 Account Maintenance Cash Management System (computer reporting system which lists previous and current day balances, debits, credits, averages, and check presentments for all accounts) Deposit tickets (credit posting)-branch Deposit tickets (credit posting)-electronic (wire, ACH, lockbox) Items deposited (encoding) Items paid (debit posting) Incoming wire transfer by computer Outgoing Wire by Cash Mgt System Outgoing Wire by Phone Outgoing Wire by ACH transfers Incoming Wire by ACH Transfers Stop Payment by phone Stop Payment by Cash Mgt System Deposit slips printed (serialized & coded by location) Safe deposit boxes (10xl0) Research hours Controlled disbursement service charge (per item chg. incl. in #5) Page 7 of 21 ~2. $2.50 13. $2.00 14. No Charge No Charge **No Charge **No Charge No Charge $ 2.75 $ 12.00 15. $40.00 $00.06 $2.00 $10.00 16. $00.0o $30.00 $15.00 17. $00.05 $00.06 18. No Charge $1.50 60/month 120/month 1 account 13/month 12/month 10/month $320 million 13/month Bi-weekly Payroll 1/month 1,654/month Quartedy 3,500 3,500 3,500 ***3 $150.00 $240.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2.75 Per receipt $156.00 $40.00 $99.24 $00.00 $30.00 $I5.00 $175.00 $210.00 $oo.oo $4.50 Return items Retum items recleared Securities cleating and safekeeping a) Maintenance charge b) Receipts deposited c) Receipts withdrawal d) Coupon collections e) Safekeeping of assets, per receipt f) Book-entry security transfers via Federal Reserve, per transaction Fees for direct deposit services for employees (1,260 employees, total payroll = $1,300,000), (66% usage) Tape charge - Net ACH Monthly Maint b) Credit/debit posting c) Other (list each specific charge) ACH Retums/NOC ACH Deletions/Reversals Check Clearing Service a) Software charge b) Quarterly CD-ROM Charge c) Other (list each specific charge) Additional CD-ROM Partial A~ccount Reconciliation Full Account Reconciliation Positive Pay Processed Rejections (Positive Pay Exceptions) Page 8 of 21 TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 19, 20. $00.03 3,500 $t05.00 $30.00 1 $30.00 Check Imaging Monthly/Qua~erly Disk * 2 Sites Bank One respectfully declines to bid on this at this time. Automated Teller Machines * For initial order of two year supply, for each account, with location indicators. · **If Banc One Capital Markets utilized. ***Estimated volume reduced from 500 to 3 to more accurately reflect the exception percentage experienced by most Bank One's customers using Bank One's definition of an exception. (see enclosed Positive Pay exception definition) 21. List any other applicable Bank charges: Please refer to Exhibit I for other available Treasury Management services; Safekeeping services in Exhibit L, and Paymentech charges in Exhibit N, Under a straight fee arrangement with the Bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month. Under a compensating, balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges. Also note, that estimated volume above are projections based on current annual volumes. Automatic Payroll Deposit is a service the City offers its 1,260 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account. Please state the Bank's procedure for this service and list appropriate cut-off times that would apply. The City's net payroll is approximately $1,300,000 each pay period. State whether the Bank would offer any type of special checking, money market, or loan account for the City employees. The Direct Deposit service allows you to automatically disburse scheduled payments such as payroll, dividends or annuities. Both your corporation and the individual receiving the payment realize many benefits. Your employees or customer authorize you to automatically credit their bank account(s). You provide Bank One with the payroll or payment information, which includes the payment amount, the account number and routing t;ransit number of each recipient's bank. This information is submitted by transmission. Bank One transmits the information to the ACH network. The ACH transmits the entries to your employees'/customers' financial institutions. On settlement day, each recipient's account is credited, and the total of these separate credits is debited fi'om your funding/disburscment account at Bank One. Although Bank One w~ll accept files up to ,10:00 p.m.E.S.T., we strongly recommend you send the files as early as possible to allow for recovery in the event of processing problems. If the City employees utilize direct deposit, a fi'ee checking account will be offered to them. Page 9 of 21 Does the Bank offer any type of sweep account where excess City funds could be invested at a higher rate overnight than in a Super Now account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime com_mercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. Bank One offers two sweep account options: a Repurchase Agreement and a U.S. Treasury Money Market fund sweep. The funds' parameters, interest earnings history and a separate prospectus are all included in Exhibit J. Automated Teller Machines (ATM) The Bank will install and maintain ATM units at the following locations: · Denton Municipal Complex, 601 E. Hickory · Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. Note: The City of Denton reserves the right to remove this section from consideration in the award process and to re-bid an award under a separate cover. Bank One respectfully declines to bid on this at this time. Lockbox The City desires lock-box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constraints. Services and Fees: FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. Lock-box Services $00.23 25,000 payments $5,750.00 $00.25' i00 payments $25.00 $00.23 1,500 payments $345.00 $00.03 1,500 payments $45.00 Utility Payment Processing (12 months of service) Utility Payment -Rejection (Flag accounts for Payment Rejection-"Cash only" customers) Avg Tax Payments Processing (Oct thru March Only) Avg. Electronic Image of Tax Mar) -Checks Only Payments (Oct thru Page 10 of 21 See note below 1,500 payments Avg Electronic Image of Tax Payments (Oct thru Mar) - Correspondence & Envelopes Image capture being provided only for checks and OCR documents. To capture and provide images of other materials (correspondence & envelopes) would require that the remittances be processed as wholesale lockbox items and a significantly higher cost. The City of Denton's choice was to forego imaging of other documentation and remain a retail lockbox. 2. List any other applicable Bank charges: $250.00 2 (Utilities & Tax) $500.00 $100.00 2 (Utilities & Tax) $200.00 $25.00 2 (Utilities & Tax) $50.00 $00.21 $25.00 $25.00 $00.03 $00.03 $10.00 I(Tax) $25.00 l(Tax) $25.00 $10.00 Lockbox monthly maintenance Transmission (per month/box) Courier Mail Preparation (per month/box: freight fee charged directly to City of Denton account with chosen courier) Multiples and Correspondence Image Capture Maintenance (per month) Image Transmission Maintenance (per month) OCR Doc Image Processing Image Transmission Record (per image) Walk-In Deposit (surcharge per remittance received via method other than First Class Mail) Cash Processing (surcharge per handling of cash remittances) Please refer to Exhibit I for other available Treasury Management services. NOTE: The following requirements must be met for full consideration. The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments at the City's expense. The provider must be capable of processing approximately 25,000 pieces of mail per month, with a seasonal increase at tax time, up to 33,000 pieces. Processing includes: retrieving mail from post office, opening all correspondence, balancing contents, direct deposits to the City's bank account, transmitted updates/posting to the City of Denton customer accounts. Page 11 of 21 The provider must notify the City of ail miscellaneous correspondence received through lock-box (i.e, address changes, payment extension requests, etc). The provider must submit daily and monthly reports, indicating the number of pieces received and the total revenue deposited for utilities and tax. , The provider must transmit data and images electronically, on a daily basis, by 1:00 p.m., in order to expedite cash flow and customer updates. · The provider must return the tax payment envelopes from January 31st through March 31st. G. Credit Card Services - The City desires credit card services for the purpose of collecting credit card payments for 17 remote sites and 4 internet sites. The T7P Hypercom terminals are used in all seventeen remote sites. Skipjack operates as the internet gateway for the 4 intemet sites. TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 1. $0.00 2. 1.74% 3. $10.00 21 Merchant accts 3,895 units/per month or $608,708/per month 94 units/per month or $1,404/per month $0.00 $10.591.52 $940.00__ Account Maintenance Total Volume Total Chargebacks The following requirements must be met for full consideration. · AAVS and CVVI verification is required. · Payment processing not to exceed forty-eight hours. H. Payment for Services The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The method expected to be used for the payment of these services is the direct payment method. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account. These fees are not subject to change for the length of this account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. All safekeeping services for the City's investments are included in the account analysis. A sample statement is included in Exhibit D. I. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. The funds should be investable for any investment transactions that can be executed. If not invested, the funds should earn interest at the rate Page 12 of 2t Jo being paid for Super NOW accounts. Please attach availability schedule. Use a separate attachment if necessary. A Premium Availability Schedule is contained in Exhibit K. Super NOW Rates Please provide a detailed explanation of the Bank's policy and methodology used in the setting of rate~ paid on Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW accounts since January~ 1, 2003. Specifically indicate if the rates are applied to ledger balances or collected balances. Indicate when ithe rates change and if they are based on a market rate such as T-Bill discount or yield rate. If the Bank proposgs to pay the City a different rate on its Super NOW accounts, indicate that proposal. Bank One sets rates ba~ed upon individual markets. The High Balance Savings account pays interest on collected balances maintained, and is changed every Monday. A rate history is contained in Exhibit J. K. Other Services Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to thie largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market with/by U.S. Treasury Bills, Notes, and Bonds or a~y other securities approved by the Director of Fiscal Operations with a remaining maturity of five years or le~s. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements Of Texas Local Government Code Chapter 105, as amended. Additionally, U.S. Treasury securities shall be the !primary securities accepted as collateral. B. Collateral Substitutions Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or his designated representative. In the case of reduction, the Bark must provide in writing that collateral will be available when needed to meet normal City balance increases thrbughout the year. The City must approve alt securities pledged. Any state or local government bonds pledged mu~t have a rating of at least A or A1 or better by Moody's Investor Services or Standard & Poors Corporation. C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to thc Fed $ccurity Wire, and held in joint safekeeping for the Depository and the City. The custodian must be approved by ihe City and be: Page 13 of 21 , a state or national bank domiciled in Texas, · a federal home loan bank, or · a Federal Reserve Bank or branch of a Federal Reserve Bank. Bank One's preferred safekeeper is the Federal Reserve Bank of Chicago. The City shall be provided the original safekeeping receipt on each pledged security which will be filed~with the Director of Fiscal Operations of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. D. Reporting Requirements The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requeste~d by the City Manager, Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal OperatiOns, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to the City by the 5th of each month. Total pledged securities itemized by: · Name · Type/Description/Cusip Number · Par Value · Current Market Value · Maturity Date · Moody's or Standard & Poors Rating (both, if available) (Not Available) Eligible Securities The following investment securities are approved for collateral: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal qational Mortgage Association; and 3. FDIC coverage. The City will not allow Government National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in a safekeeping by a third party financial institution pursuant to a safekeeping agreement signec~ by the Depository Bank and the City. Repurchase agreements are not acceptable as collateral to the City of DentCn. Safekeeping Requirements Page 14 of 2I The securities pledged shall be held in safekeeping by a separate and different Bank other than the dqpository Bank. The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operatio,fis of the City of Denton. The City will reimburse the depository Bank for any safekeeping charges, if any, Specify the safekeeping charges that will apply: None The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the Safekeeping Bank is instructed to release the collateral securities to the City if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City~'s funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the insiructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the event, you are awarded the Bank Depository Agreement must be submitted with the proposal. A Federal Reserve Bank agreement is contained in Exhibit L. Bank One utilizes the FederaI Reserve ~Bank of Chicago. G. Maximum Amount Offered Please state the maximum amount, if any, of pledged securities which the Bank is willing or able to co,nit for collateralized Super NOW accounts throughout the contract period above the $i,000,000 minimum reqdirement. S_Unlimited City to Handle Investments The City of Denton will be responsible for handling the investment bidding process. The Depository Barik, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies. Safekeeping/Wire Services The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). The Depository must have the capability of executing on behalf of the City: physical; DUC; and Federal book entry security purchases and sales through the Federal Reserve Bank or a New York correapondent bank. The City requires that security purchase and sale instructions be transmitted to the Depository on-lire. The City also requires the ability to review the status of security transactions on-line. Controls for securities clearance will be established by mutual agreement. Please enclose a proposed security clearance/custody agreement with your RFP. Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement. Written communication of all security call and put option notices will also be mailed to the City as soon as the Depository receives the notice. A monthly report listing all City securitiesi held in safekeeping will be mailed to the City within seven working days of the end of each month. J Interest Rates Paid - Certificates of Deposit Page 15 of 21 The City may choose to invest in the certificates of deposit in the depository Bank or any other eligibleifinancial ,nstitution. The depository Bank agrees to accept time deposits from the City for investment purposes ini the form of certificates of deposits in varying amounts and maturities at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City. K. Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid to the City on the maturity date. Interest calculations will include the first day in the investment period but will not include the day of maturity. Payment will be made by crediting the Bank account. VII. OVERDRAFTS A. Definition The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account. B:ank One assesses overdrafts by account, not collectively, B. Terms Should an overdraft occur in the ag~egate, the following stipulation shall apply: i. The maximum number of days the overdraft will be allowed is 3 2. The maximum amount of the net overdraft to be allowed will be $ unlimited 3. The interest rate charged for overdrafts will be ** One's prime rate per annum computed on the actual day basis. **Bank VIII. INFORMATION SERVICES A. Account Reconciliation The City wilt process its own reconciliation for its accounts but requires data as follows: Monthly statements on all accounts showing overall activity shall be mailed within five (5) working chys after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the General Fund Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). 2. The Depository shall also provide the City with a magnetic computer file of the transactions for each ~account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file wilt be prov!ded at a Page 16 of 2I later date. A computer printout of all activities should accompany the magnetic tape. Each debit for credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. B. Check Safekeeping Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please inqlude any software cost associated with this service in the fee schedule section. The City may require a demonstiation by the Depository of this service. IX. OTHER STIPULATIONS A. Regulation Notices The Bank will* notify the City in writing within ten (10) days of any changes in Federal or State regulctions or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of hny new services that become available to the City throughout the contract period. *Insert, "attempt to" B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal!Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirr¢.' ation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, .all wire transfers (both incoming and outgoing) must be properly noted on the bank statement. (i.e., Wire Transfer- State Comptroller). The Director of Fiscal Operations or the Treasury & Tax Manager wilI authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected difficulties, the Depository shall use W..hatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified ".through City initiated instructions. C. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be mailed to the Controller with su~9porting documentation, as the entries are made throughout each month. The City's monthly statement should als0 include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts', in order Page 17 of 21 for the City to properly adjust its books. The City shall not be responsible for the cost of credit a]nd debit adjustments necessitated by Bank. D. Account Balances The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the endin~g ledger balances for all accounts from the previous working day. E. Bank Statements Bank statements or statement activity shall be rendered by the fifth working day after the close of the Calendar month. The statement must include deposits made on the last day of the month. The accompanying cheOks must be arranged in numerical order. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. F. Right to Audit Records The Banks' records relating to the City of Denton accounts shall be open to review by either City staff members or City-appointed independent auditors during normal business hours. G Financial Reports The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report. H. Investment Extension Period The Bank agrees to honor and continue any investments made during the term of the depository contract that will mature after the expiration date of the depository agreement at the same rate established before the expiration of the contract. The investment extension period will not exceed ninety (90) days. I. Bank Failure Should the Bank fail, close, or be forced into reorganization during the term of this contract, City rese~rves the right to cancel the contract and re-bid for City's depository services. J. Research Requests The City requests that all research requests be turned around within three (3) business days of the request. K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second tim~ before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to ithe City Page 18of21 within two (2) business days. The City shall receive same day telephone notification of all return items ih excess of $5,000. L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. X. PROPOSAL INSTRUCTIONS A. Date, Time, Location Sealed proposals in triplicate clearly marked "Proposal for Bank Depository Agreement" should be dellvered to the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., December 9, 2003 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76209 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. A. Response to the Bid The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible. However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this disagreement. Please reference the section and paragraph in these cases. Also, please clearly restate the :question when supplying answers on any supplemental pages. B. Additional Information The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all which may be used in forming a recommendation. C. Right to.R~ect Bids The City reserves the right to reject any and ail proposals. Page 19 of 21 A. Periodic Review XI. OTHER MISCELLANEOUS The City of Denton shall require a review meeting at least once every six months to evaluate the working relationship between the City and the depository Bank. The objective wilt be to address any problems and to seek a responsible solution. More frequent meetings may be called if necessary. B. City Council Action The final appointment of a depository Bank will be made by City Council of the City of Denton. C. Bid Advertisement This Bid will be duly advertised and is being offered for consideration to all financial institutions inside the corporate limits of the City of Denton, as permitted by state laws. D. Designation of Individuals Upon being awarded the contract, the depository Bank shall designate, in writing, an individual to be the. official contact person for all correspondence. The City of Denton shall do the same. The Depository Bank shall be responsible for training and communicating the terms of this contract to Bank employees. XII. SUBMISSION CHECK A. "Bid" with fill-in-the-blank format. (Section One) B. Sample bank statement (must show city requirements IX B & E). (Exhibit D) C. Availability of funds schedule. (Exhibit E) D. Money Market Fund prospectus if applicable. (Exhibit J) E. Sample monthly collateral report. (Exhibit D) F. Sample safekeeping agreement with the Federal Reserve Bank for collateral. (Exhibit C) G. Sample safekeeping agreement with Depository Bank for the City's investment securities. (Exhibit C) H. Sample controlled disbursement agreement. (Exhibit C) I Sample wire agreement. (Exhibit C) Page 20 of 21 J Sample stop payment agreement. (Exhibit C) K. Sample account analysis statement. (Exhibit D) L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports (Exhibit A) M. Reference list of agencies currently using your institutions lock-box services. (Exhibit G) N. Sample daily lock-box transmission reports. (Exhibit H) O. Sample monthly lock-box activity reports. (Exhibit H) P. Transition schedule. (Exhibit M) Note: All proposals must be submitted in triplicate with one set marked "original" with original signatUres from individual(s) authorized to commit the financial institution to the terms and conditions of this request for ~proposal document. Page 2 t of 21 A Federal Financial Institutions Examination Council Boa,'d of Oc~,em<~l of ~ C~S N~.mbe~, 7100-003~ OMa NL~lber, 1557-0081 Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices-- FFIEC 031 Repo~t at the close of buelneu June 30, 2003 This report la required by law: 12 U.S.C. §324 (State m~mber banks); 12 U.S.C. §1817 (State nonmember banks); and 12 U.$.C. §161 (National banks), NOTE: The Reports of Condition and income must be signed by an authorized officer and the Report of Condition must be attested to by not ~ than two directors (trustees) for State nonmember banks and three directors for State member and National banks. !, William I. Tabalm, Sentor VlGe I~$eldent Nmme and ~lt~e o~ 0~I¢~~ to Sign Report of the named bank do hereby declare that the Reports of Condition and Incc~ne (incJudlng the supporting ~=hedules) for this report date have been prepared In conformance with the instructions l~ued by the appropriate Federal regutato[y authority;and are fi'ua to the.best of n~ knowledge and S~gnatum of Officer Authodnd t~ ,Sign Raped 8~oo3 .......... Oats of $~aatum 8ubml~lon of Rmpo~m Each bank muat prepare its Repo~ of Condition and Income either: (a) In electronic form and then file the computer date file directly with the banking agent.s' collection agent, Electronic Data Systems Coqooration (lEDS), by modem or on computar diskette; or (b) In hard-copy (paper) form and arr,. age for another party to convert the paper aport to electmntG form, That party FDIC Certificate Number. (20030~30) (RCR19099) This report ~rrn Is to be flied by banks with branches and solldated subsidiaries in U.S. terflrodel and poLeeatona, Eo~ Agreement aubaldllrlel, foreign branches, consolidated fors~. subsldiarlea, or IntamaUonal Banktng Fadlttles. The Repo~ts of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. Wa, the undersigned dlrectom (trustees), attest to the conectno~ of tho Raper of Condition (ineJuding the supporting achedulelt) for this report date and declare that it has been examined by ua and to the best of our knowledge and belief has been prepared In conformance wtth the inatructJo~ Imlued by the appropriate Federal regulatory authority and Is true and oorrect (if other than EDS) mu~t transmit the b~nk'a computer data file to EDS. For electronic filing auistance, contact EDS Call Raped Services, 13890 Bt~hol~ Drive, Suite 110, Brookflefd, W1 53005, telephone (800) 255-1571. To fulfill the signature and ~tatJon requirement for the Report~ of Condition and Income for this report date, attach this signature page (or a photocopy or a oomputer-genemted version of thla page) to the hard-copy record of the complete~ report that the bank places In ~ file~. 0~818 ISa'nk One, NA '" (R~R19050) Legal Titieof Bank dF-.~ 90i'0) GhiOago . c~y (TEXT ei3o) IL 60670 State Abb~lv. tTEXT 0200) 23[0 Code (TEXT 9220) loard of Governors of tho Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of'the Currenc Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices FFIEO'031 Page i Table of Contents Signature Page Cover Contact Information ii Report of Income Schedule Ri - Income Statement RI-l, 2, 3 Schedule RI-A - Changes ~n Equity Capital __ Schedule Rt~B - Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Rl-4, 5, 6 Schedule RI~D ~ Income from International Operations Rime Schedule RI~E ~ Explanations RI-7, Disclosure of Estimated Burden The es~mated average burder~ asso~ated va~h thru In form~t.~q ooliec~on ~s 37 0 hours per mc4x~ent and ~s es~]mated to va~/from 15 [o 550 houm per response, dependmg m3 ind~dual arcumstac~ces. Burde~ e~mates include the Dme for row e,w,,g ms, rubens, gatheeng and maintaining data m ~he required loom, arid cornCe~n9 the ]nformai~on o3116~;~, but exclude tt~e time for compiling A Federal agen~ may not conduc~ ~ spons~, and an ergan~zat~,t not ~'equ~md lo respond ~oa ccilec~on c~ m fo~maaon, unless It displays a ~rmntJy vaI~d OMB o3nm~I number. Comments concerning the ac~umc-j of this estimate and suggest:ohs for reducing th~s hurdman should be d~rected of Infom~at~n and Regulaton/AJfars, Office of Mar~sgement arid Budget, Washington. D,C. 20503, and to one of the fdlo~ng: Secretary Board of Governors of the Federal Reserve System Washington, D.C. 20551 Legislative and Regulatory Analysts Division Office of the Comptroller of the Currency Washington, D.C. 20219 Assistant Executive Secretary Federal Deposit Insurance Corporation Washington, D.C. 20429 Report of Condition Schedule RC - Balance Sheet RC-1, 2 Schedule RC-A - Cash and Balances Due From Depository Institutions RC-3 Schedule RC~B - Securities RC-3, 4, 5 Schedule RC-C - Loans and Lease Financing Receivables: ' Part I. Loans and Leases RC-6, 7 Part [I Loans to Small Businesses and SmaiI Farms (to be completed for the June report only, net incJuded in the forms for the September and December reports) __ RC-7a, 7b Schedule RC-D - Trading Assets and Liabilities (to be completed only by selected banks) ~ RC-8 Schedule RC-E - Deposit Liabilities RC-9, 10 Schedule RC-F - Other Assets RC-11 Schedule RC-G - Other L[abilitles RC-~ I Schedule RC-H - Selected Balance Sheet Items for Domestic Offices RC-12 Schedule RC-I - Assets and Liabilities of ]BFs _ RC-12 Schedule RC-K - Quarterly Averages ~ RC-13 Schedule RC-L ~ Derivatives and Off-Balance Sheet Items RC-14, 15 ScheduIe RC-M - Memoranda. RC-16 Schedule RC-N - Past Due and Nonacc~a[ Loans, Leases, and Other Assets RC-17, 18 Schedule RC-O - Other Data for Deposit Insurance and FiCO Assessments RC-19, 20 Schedule RC-R - Regulatory Capita~ . RC-21,2_.2, 23,24 Schedule RC-S ~ Servicing, Sacuntization, and Asset Sales Activities RC-25,26,27 Schedule RC-T - Fiduciary and Related Services Optional Narrative Statement Concerning the Amounts RepoKed in the Reports of Condition and tncome RC-28, 29, 30 RC-31 Special Report (to be completed by ali banks) For informabon or assistance, National and State nonmember banks should contact the FDIC's Reports Anatysis and QuaDty Control Sect[on, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDLC(3342), Monday through Friday between 8:00 a.m and 5:00 p.m., Eastem time. State member banks should contact their Federal Reserve Distdct Sank. FFIEC 031 Emergency Contact Information This information is being requested so the Agencies can distribute critical, time sensitive information to emergency contacts at banks. Please prowde primary contact information for a senior official of the bank who has decision-making authority. Aisc provide information for secondary contact if available. Enter "none" for the contact's e. mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Matthew A, Reece Name (TEXT C366) Vice President Tit~e (TEXT 0367) Matthew A Reece@bankone.com E-Mad Address (TEXT C368) 312-407-3685 Telephone: Area code/phone numberfextenmon (TEXT C369) 312-407-5698 Fax' Area code/phone number (TEXT C370) Secondary Contact David Trzesn iewski Name (TEXT C371) First Vice President 'RUe ¢~EXT C372) david_trzesniewski@ban kone.com E-Mail Address (TEXT C373) 312-407-1669 Telephone: Area code/phone numbertex~ensmn (TEXT C374) 312-407-5698 Fax: ,au-aa code/phoee number (TEXT C375) USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information This information is being requested to identify points-of-contact who are in charge of your depository institution's Section 314(a) searches and who' could be contacted by federal law enforcement officers for additional information retated to anti-terrorist financing and anti-money laundering. Please provide information for a secondary contact if available, Enter "none" for the contacts's e-mail address or fax number if not available, USA PATRIOT Act contact information is for the confidential use of the Agencies and will not be refeased to the public, Primary Contact Secondary Contact Phil A Deluca Name (TEXT C437) First Vice President T~tle (TEXT C438) phillip_a_deluca@bankone.com E-Mall Address (TF. XT C439} 614-213-3196 Telephone: Area code/phone number/extens~0n (TEXT C440) 614-213-4548 Fax' Area code/phone number (TEXT C441) John W Dyer Name (TEXT C442) Senior Investigator T~tJe (TEXT C443) ioh,n_w_dy~r@bankone.com E-Mail Address (TEXT 0444) 614-248-3722 Telephone: Ama code/phone numberlextensmn (TEXT C445) 614-248-8978 Fax' Area code/phone number (TEXT C448) Bank One, NA FFIEC 031 Legal Title of Bank RI-1 ..... c,h!ca~0 , I IL 60670 State Z~p Code Transmitted to EDS as 0008815 on 08/08t2003 at 08:08:16 CST FDIC CedJficate Number - 03618 Consolidated Report of Income for the period January 1, 2003 - June 30, 2003 Ali Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. Schedule RI--Income Statement ............. DoI!.a.r Amounts in, Thousands R~ADI Bil1 Mii"i'Thou~ 1. interest Income: a. Interest and fee income on loans: (1) In domestic office s: .'- (al Loans secured by real estate ............ 4011 "~32,000 1.a.l.a (b) Loans to finan e agricultural production and other loans to farmers ....... 4024 .... ~ 3,000 1 .a.1 .b (c) Commercial~ J industrial loans 4o12 715,000 l.a.l.c (d) Loans to individuals for household, family, and'0iher personal e~penditures: (1) Credit cards ..... ~485I 4~'i000 1,a.1,d.1 (2) Other (includes single payment, msta'l'lment, ail student loans, and revolving ~ ',.; ...... credit 1: }ther than credit cards) B486 "~ 179,000 1 .a. 1 .d.2 (el Loans to forek 3 governments and official institutions ,, 4050 0 l.a,l.e (0 All other loans in domestic offices .... 5487 219,000 l.a. 1 (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs ........ 4059 13~,'00'0 I.a.2 (3) Total interest and fee income on loans (sum of items 1 .a,(1)(a) through 1.a.(2)) , . , 4010 2,'541,000 1,a.3 b. Income from lease ancing receivables , ,, 4065 203,000 l,b c. Interest income on :lances due from depository institutions: (1) ,,, 4115 38,000 1,c d. Interest and dividend income on securities: :~ ~ ~:,)~,: ?,.. (I) U.S. Treasur~ ur,t~es and U.S Government agency obligations (excluding mortgage-backed secunties) , :54881 62,00~' 1,d.1 (2) Mortgage-backed securities . . ' ~4~I 521,00D 1.d.2 (3) Alt other securities (includes securities issued by states and political subdivisions m the U.S.) 40'~o ,56~',000 1.d.3 e. Interest income from trading assets ........... 4069, 15,000 1.e f. Interest income on ,deral funds sold and securities purchased under agreements to resell 4o2o 9'5,000 1.f g. Other interest income .... . . . 4518 16,000 1.g h, Totat interest income (sum of items i.a.(3) through 1.g) 41'o7 4,0~t,00b 1.h 2. Interest expense: ": a. interest on deposits: .... ~ ~¥..,. :~,~ , - (1) interest on del: its in domestic offices: (al Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthodzed transfer accounts) 45081 l'b,ooo 2.a.l.a (b) Nontransacti i accounts: .~. ~,,,,~'-' ,~.' .~- . "' (1) Savings deposits (includes MMDAs) ......... 0003 308,000 2,a. 1.b. 1 (2) Time deposits of $100,000 or more ............ .A517 161,000 2.a. 1 .b.2 (3) Time deposits of less than $100,000 ^518 235,000 2.a.1.b.3 (2) Interest on de[ ts in foreign offices, Edge and Agreement subsidiaries, and IBFs . 4172 164,000 2.a.2 b. Expense of federal ~nds purchased and securities sold under agreements to repurchase 418o ~ 72,000 2.b c. Interest on trading ,bilities and other borrowed money ~ 4185 3'98,~00 2.C (1) Includes interest income on time cerbficates of deposits not held for trading. Bank O~e, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08 08:16 CST FDIC Cerfificate Number ~ 03618 FFtEC 031 RI-2 Schedule RI--Continued Dollar Amounts in Thousands 2. Interest expense (continued): d. Interest on subordinated notes and debentures e. Total interest expense (sum of items 2.a through 2.d) 3. Net interest raceme (item I .h minus 2.e) 4. Provision for loan and lease losses 5. Noninterest income: a. income from fiduciary act{wries (1) b. Service charges on deposit accounts in domestic offices c. Trading revenue (2) d, investment banking, advisory, brokerage, and underwriting fees and commissions, e. Venture capital revenue f. Net servicing fees. g. Net securitization income h. (I) Insurance and reinsurance underwriting income (2) Income from other insurance activities i. Net gains (losses) on sales of loans and {eases j, Net gains (losses) on sales of other real estate owned k, Net gains (losses) on sales of other assets (excluding securities) L Other noninterest income* m, Total noninterest income (sum of items 5.a through 5J) 6. a. Realized gains (losses) on held-to-maturity securities b, Realized gains (losses) on available-for-sale securities 7. Noninterest expense: a. Salades and empIoyee benefits b. Expenses of premises and fixed assets (net of rental income} (excluding salades and employee benefits and mortgage interest) c. (1) Goodwill impairment losses (2) Amortization expense and impairment losses for other intangible assets . . d. Other noninterest expense * e. Total noninterest expense (sum of items 7.a through 7.d) 8. Income (loss) before income taxes and extraordinary items, and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e) 9. Apphcable ~ncome taxes (on item 8) 10. Income (.loss) before extraordinary items and other adjusments (item 8 minus item 9) 1 'I. Extraordinary items and other adjustments, net of income taxes 12. Net income (loss) (sum of items 10 and 11) J 4200 103,000 ~7~ 1,451,000 40701 49,000 ,~080 695,000 A220 137,000 '84~] 2~,ooo ~491 [ 0 ,4e21 o 849,3I 696,000 C3861 0 ~ ~ 6 / 48,000 ~15~ 0 ~96~ 4,000 B497/ ~9,Q~0 i'13'S'I ...... 4217 303,000 0216 0 0232 4,000 4092 1,657,000 2.d 42301 575,000 5.a 5. b 5.c 5.d 5.e 5.f 5.g 5.h.1 5.h.2 5.i 5j 5,k 5,[ ,4,~7,9,1~2,203,000 3521 ~ 0 6.a 3i~6,{ 128,000 6. b 7.a 7.b 7.c. 1 7.c.2 7.d 4093 1 2,846,000 ~3o~I ~,s~3,000 18 43o~ 1 480,000 ,I 9 ~!43°°I 1,033,000011011 434oI 1,033,00012 * Describe on Schedule RI-E -ExpIanations, (1) For banks required to compIete ScheduIe RC-T, items 12 through 19, income from fiduciary activities reported in Schedule item 5.a, must equal the amount reported in Schedule RC~T, item 19. (2) For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c must equal the sum of Memorandum items 8.a through 8.d. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Cerbficate Number- 03618 Schedule RI--Continued FFIEC 031 RI.3 Memoranda 1. interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes 2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8) 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule Ri, items 1.a and 1,b) 4. Income on tax-exempt securities issued by states and political subdiwsions in the U.S. (included in ScheduIe RI, Jtem 1 .d.(3)) 5. Number of full-time equivalent employees at end of current perrod (round to nearest whole number) 6. Not applicable 7. Jf the reporting bank has restated its balance sheet as a result of applying push dowr Year-to-Date Dollar Amounts in Thousands '~IAOI Bil l.Mi[I T~_..' ,,.~3] ' 1.000 M.1 "8431 I 25,000 M,2 4313I 14,000 M.3 22,000 N4 Numbe-r / I ~o~1 ~AI M.7 accounting this calendar year, report the date of the bank's acquisition (1) 8. Trading revenue (from cash instruments and denvabve instruments) (sum of Memorandum items 8.a through 8.d must equal ScheduIe RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.): a. Interest rate exposures b. Foreign exchange exposures c. Equity secudty and index exposures d. Commodity and other exposures 9. impact on income of derivatives held for purposes other than trading: a. Net increase (decrease) to interest income b, Net (increase) decrease to interest expense c. Other (noninterest) allocations 10. Credit losses on derivatives (see instmcbons) 11. Does the reporting bank have a Subchapter S ejection in effect for federal income tax purposes for the current tax year ?. (1) For example, a bank acquired on June 1,2001, would report 20010601 .] 87~71?'000 1M-8'a ~ 51,000 187~ I 4,000 I M.8.c IST~OI 16,000 IM.8.d 8761 (2,000)JM.9.a s~s~I ¢46,000ilU.9.b 8763 1 (194'000)1M'9'c A2511 '2,000 JM.10 ~S / NO ~ ~ ]M,11 ,Bank Ode, NA Legal Title of Oank Transmitted to EDS as 0008815 on 0810812003 at 08:08.16 CST FDIC Cerbficate Number ~ 03618 Schedule RI-A--Changes in Equity Capital tndmate decreases and losses in parentheses. Dollar Amounts in Thousands RIA~BiI~ Mil]Thou 1. Total equity capital most recently reported for the December 31, 2002, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) 2. Restatements due to corrections of material accounting errors and changes in accounting principles*. 3. Balance end of previous calendar year as restated (sum of items 1 and 2) 4. Net income (loss) (must equal Sc~edule RI, item 12) 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) 6. Treasury stock transactions, net 7. Changes ~nc~dent to business combinations, net 8. LESS: Cash dividends declared on preferred stock 9. LESS: Cash dividends declared on common stock 10. Other comprehensive income (1) 11. Other transactions with parent holding company * (not included in items 5, 6, 8, or 9 above) 12. Total equity capital end of current pedod (sum of items 3 through 11 ) (must equal Schedule RC, ~tem 28) 3217I 17,541,000 0 . 17,541,000 1,033,000 1 4356 / 782,000 ~ o ~ 1,110,000 BSl 11 (90,000 44151 (696,000) 32101 '17,460,000 * Describe on Schedule Rt-E - Explanations. (1) Includes changes in net unrealized holding gains (tosses) on available-for-sate securities, changes in accumulated net gains (losses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liability adjustments. FFtEC 031 RI-4 I 7 ] 5 6 7 8 9 10 11 12 Schedule RI-BmCharge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Part 1. Charge-offs and Recoveries on Loans and Leases Part I includes charge-offs and recoveries through the allocated transfer risk reserve, Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, ]and development, and other land loans in domestic offices b. Secured by farmland m domestic offices c. Secured by 1-4 famdy residential properbes in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) Closed-end loans secured by 1-4 fami]y residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by mulfifam~ly (5 or more) residential properties m domestm offices e. Secured by nonfarm nonresidential properties in domestic offices f. In foreign offices 2. Loans to depository mstitut~ons and acceptances of other banks: a. To U.S. banks and other U.S. depository restitutions b. To foreign banks 3. Loans to finance agricultural production and other loans to farmers 4. Commercial and industrial toans: a. To U.S. addressees (domicile) b. To non-U.S, addressees (domicile) ~s2 18,oo0 13553' 2,000 3554 o 13555 o ~?1: 42,000 ~¢,1 4,000 ;0234 61,000 C~ "' 4,000 ;C2351 17,000 1~81' 2,000 35901 15,000 3591 5,000 : Bs,~.2j 0 ~5~3 0 0~ 0 6,000 46r~ 1 0 4~6~, 0 4645 1 255,000 I 4617 t 85,000 46461 3,000 I 46151 6,000 (1) Include write-downs adsing from transfers of loans to a held-for-sale account. 1.a 1 .C.1 1 ,C,2.a 1 .c.2.b 1,d 2.a 2.b 3 Bank One, NA Legal Title of Bank Transmitted to tEDS as 0008815 on 08/08/2003 at 08'08:16 CST FDIC Cerbficate Number - 03618 Schedule RI-BBContinued Part 1. Continued Dollar Amounts in Thousands 5. Loans to individuals for household, famity, and other personal expenditures: a, Credit cards b, Other (includes s~ngle payment, installment, ali student loans and revolwng credit plans other than credit cards) 6. Loans to foreIgn governments and official institutions 7. Ail other loans 8. Lease financing receivables: a. To U.S. addressees (domicile) b. To nomU.S, addressees (domicile) 9. Total (sum of items 1 through 8) ( Column A ) t ( Column S ) Charge-offs (1) Recoveries Calendar year-to-date RiADI' BiiI Miil l ThouJRIAOl Bill Mi! IThou 24,000 65161 62,000 S517 4644 13.,000 4628~ ~1 571000 ~s 4635 ) 767,'~0 4605 30,000 0 7,000 8,000 0 180,000 FFIEC 031 RI-5 5.a 5.b 6 7 8.a 8.b 9 Memoranda Dollar Amounts in Thousands ( Column A ) I (CoIumn B ) Charge-offs (1) Recoveries 1. Loans to finance commercial real estate, construction, and land development actwities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above 2. Loans secured by real estate to non-U.S, addresses (domicile) (included in Schedule RI-B, part I, item 1, above}: 3. Not applicable. 4) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Uncollectible retail credit card fees and finance charges reversed against income (i.e. not included in charge.offs against the allowance for Joan and lease losses) (1) Include write-downs arising from transfers of loans to a held~for-sale account. Calendar year4o-date i,R'ADI ~L[.Mi)I Tho. I R!,*6'I IBill Mil , o0m ...... o;OOOl om 5,000 M.1 M.2 Calendar ] year-to-date I 4 c3s8l 43,000 J M,4 .Bank Or~e, NA Legal TiDe of Bank Transmitted to EDS as 0008815 on 0810812003 at 08:08:16 CST FDIC Certificate Number ~ 03618 FFIEC 03t RI-6 Part 11. Changes in Allowance for Loan and Lease Losses Dollar ,~Jllounts in Thousands RIAD't' "BI't"i' MIl J ~ the DecJ~b~r 31, 2(~02, Reports of Condition from amended Reports of Income) ~ 3,525,00.0 9, column B above) ....... 4_6o5[ 180,000 t I, item 9, column A above co79 726,000 msfers of loans to a held-for-sale account .. 5523 41,000 (must equal Schedule R1, item 4) .......................... 4230 575,000 this schedule), C233 (3510(J0) [ of items 1, 2, 5, and 6, less items 3 and 4) ................ 13123 [ 3,478,000 1. Balance most recently reported for the and Income (~ e.. after adjustments 1 2. Recoveries (must equal part I, item 9= 2 3. LESS: Charge-offs (must equal part less Schedule RI-B, part II, item 4) 3 4. LESS: Wnte-downs adsing from 4 5. Provision for loan and lease losses 5 6. Adjustments ' (see instructions for this 6 7. Balance end of current period ( (must equal Schedule RC, item 4.c) 7 Memoranda Dollar Amounts in Thousands I. Allocated transfer risk reserve included in Schedule RI-B, part 11, item 7, above Memorandum items 2 and 3 are to be completed by banks that (7) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credil card specialty banks as defined for Uniform Bank Performance Report purposes. 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges __ 3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges RIAD BdJMilIThou o M.1 M.2 M.3 * Descdbe on Schedule RI-E--Explanations. Schedule RI-D--Income from International Operations For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income. r Year-to-qate] gotlar Amounts in Thousands J R~AD J Bil 1 Mi? ~'~ou J 1. Interest income and expense attnbutab~e to international operations: j~..~.- a. Gross interest income ~ ~ _ 1 8523( 232.:000./~.a b. Gross interest expense ~ ~ _ J B524t 231,000 j 1.b 2. Net interest income attributable to international operations (item l.a minus 1 .b) ~ ~ 2. 3. Noninterest income and expense attributable to international operations: : .-' a, Noninterest income attributable to international operations ~ _ 40971 104,000 . 3. a b. Provision for loan and lease losses attributable to intemat[onal operations .4.2..3.~ . 18,000 3.b c, Other non nterest expense attdbutab e to ntemationa operat ohs 4239 80,000 Net noninterest income (expense) attributable to international operations (item 3.a minus 3.b and 4. Estimated pretax income attributable to international operations before capital allocation adjustment (sum of items 2 and 3.d) 5, Adjustment to pretax income for internal allocations to intemational operations to reflect the effects of equity capital on overalI bank funding costs 6. Estimated pretax income attributable to intemaUonaJ operations after capital allocation adjustment (sum of items 4 and 5) 7. Income taxes attnbutabte to income from international operations as estimated in item 6 8, Estimated net income attributable to international operations (item 6 minus 7) 48,,,, i 7,000 4a4sl ~ (!0,OOo) 4e4eJ (3,000) E_tLI (3,000) 4341 J0 3.d 4 5 Bank One, NA Legal Titte of Bank Transmitted to EDS as 0008815 on 08t08/2003 at 08:08:16 CST FDIC Certificate Number ~ 03618 Schedule RI-E--Explanations FFtEC 031 RI-7 Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail all adjustments in Schedules Rt-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.) Year-{o-Date 1". 'Oih'er noninterest in'C°'rne (from Schedul~ 'RI, item 5.i~ ..... Dollar Amounts in Thousands Itemize and descdbe amounts that exceed 1% of the sum of Schedute RI, items 1 ,h and 5.m: a. Income and fe.es from the print!,ng and sale. 9f checks ;'~0'i'3 0 b., ....... Earnings on/increase in v~,IU,e,,of cash surrender value of iife ~nsurance .......... co14 5'7,00~ c. ........ Income a,.nd fees from aut, o,m, ated teller machines (AT, Ms)' ' co16 ..... 0 d. Rent ~n.d other income from other real estate owned 4042 0 e, Safe d,eposit box rent ............. c015 0 f. 446t Credit card interchang? fees ...... , .... ' ..... 4461 ,368,600 §. 4462 Standby letters of credit fees .......... ......... , , .... 4462 ,~58,000 h. 4463 4463 N/A 2. Other nomnterest ~x~nse (from schedule RI, item 7.d); ....... Itemize and descdbe amounts that exceed 1% of the sum of of Schedule RI, items 1 .h and 5.m: a. Data processing expenses C017 0 b. Advertising a. nd marketing expenses ..... 0497 0 c. Director's fees .,. " ,,,, 4'136 ' ' 0 d. Pn.'n!ing, ~'tation,e,ry, and ~uppli.es' c018 0 e. Postage ~403 0 f. ,",',,,' .... Leggl ~ees and ex'~nses " .,,, ~1~,I 0 g. FDIC deposit insurance.assessments 4146 0 h. !4464 Affihate re[at,ed expense ... ' ........... 4464 1, ,296~000 [ 4467 4467 N/A j, 4468i 4468 N/A 3. Extraordinary items and other adjustments and applicable'income tax effect (from schedule RI, "' item 11) (itemize and descnbe all extraordinary items and other adjustments): a. (lj'~"~,,~ 446~1 "' N/A ppiicable income tax'~ffect , '," ~ 44861 0 ~3. (1 44871 NtA (2) Applicable ir]coupe tax effect , · 1 4488 I" 0" ;. (I~ , " "" 44891 N/A (2) Applicable income tax effect ~ ,4491 [ ..... 0' l,a 1.b 1,C 1.d l.e l.g 1.h 2.a 2,c 2.d 2.f 2.g 2. h 2J 3.a,1 3,a.2 3.b.I 3.b.2 3.c.1 ~3.c.2 Bank One, NA Legal TitJe of Bank Transr~i~ted to EDS as 0008815 on 08/08f2003 at 08:08:16 CST FDIC Certificate Number- 03618 FFIEC 031 Schedule RI-E--Continued Ri~ADYear"t°~Date Dollar Amounts In Thousands Bil 1 Mil I Th<~. 4. Restatements due to corrections of matenal accgunting er'rom and changes ~n accounting pnnciples (from Schedule Ri-A, item 2) (itemize and describe all restatements): 5. Other transactions with parent holding company (fr?m $chc~lute RI-^, item 11) {itemize and describe ail such transactions): a. ~-~ Capital infusion from parent b. 1 4499 I Retum of capital't~'parent 6. Adiustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 0) {itemize and desodbe att adjustments): a. [~"lTmnsfars to affiliates b. 1 4522 I Transfers due to merged institutions B5,26 N,/A ~..a B527 N/A 4.b 4,o00 5.a 452t (1551000) 6.a 4522~ 120,000 J6.b Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): RIAD X = NO COMMENT - Y = COMMENT [ 47691 X ] Other explanations (please type or pdnt cJeady): TEXT ( 70 characters per line } Bank One, NA Legal Title of Bank Chicago c~y IL 60670 State Zip Code Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Certificate Number- 03618 FFIEC 031 RC-1 t"421 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for June 30, 2003 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RCmBalance Sheet · .. DoIlar Amounts in Thousands :~OF~ Bi[ l Mil I Th~ ,pository institutions (from Schedule RC-A): ' ' and currency and coin (1) ......... oo811 17,~14,000 ................... oo711 5,902,000 )m Schedule RC~B, column A) ............ 1754 mm Schedule RC-B, column D) ......... 1773 59,166,000 ~s purchased under agreements to resetl: RCON ..-~L; c offices ............. B987 9,05~ib00 greements to resell (3) ........ 8989 ~,976,000 rabies (from Schedule RC-C): '" ; .......... ..... ~'~'~ I e,117,800 ~medincome i 85281 109,091,000 ~' '~ ....... ' ~med in.me and allowance (item 4.b minus 4.c) ...... ~529 105~613,000"' [C-D) ,, 3545 5.960,000 ding ~pi~lbed ]e~ses} .............. 2145 .... ~,385,00b chedule RC-M) 2150 70,000 ~bsidiafies and associated ~mpanies (~om Schedule'RC-M) .... 2130 414,000 ~n ac~ptances ou~tanding ............... 2t55 249,000 .... 3163 ~7,000 ~edule RC-M) ., '~'2e 66,000 -F), ,ugh 11~' ',,,, ..... 216o 9,166,000 ............. 2,i'~0'2~1J00,0o~ 5. Trading assets (from Schedule P,( 6. Premises and fixed assets (includin! 7, Other real estate owned (: 8. Investments in unconsolidat 9. Customers' liability to this bank on 10. intangible assets: a. Goodwill b. Ot.her intangible assets (from 11. Other assets (from Schedule RC-F 12. Total assets (sum of items 1 throu ASSETS 1. Cash and balances due from de a. Noninterest-bearing balances 1.a b. Interest-bearing balances (2) ~;1 .b 2. Securities: a. Held-to-matunty securities ( 2.a b, Available-for-sale securities (' 2.b 3. Federal funds sold and securiti~ a. Federal funds sold in domestic offi 3.a b. Securities purchased under ac 3.b 4. Loans and lease financing a. Loans and leases held for sale 4.a b. Loans and leases, net of 4.b co LESS: Allowance for loan and 4.c d. Loans and leases, net of unearned 4.d 5 6 7 8 9 10.a 10.b 11 12 (1) Includes cash items in process of collection and unposted debits. (2) Includes time ced~ificates of deposit not held for trading. (3) includes all securities resale agreements in domestic and foreign offices, regardless of maturity. Bank One, NA FFIEC 031 Legal T~tle of Bank RC-2 Transmitted to EDS as 0008815 on 08/08/2003 at 08'08:16 CST FDIC Certificate Number - 036'I 8 Schedule RC--Continued DoI[ar Am.ou.nts in Thou~e.n~ LIABILITIES L.~ 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, IRCON[ ... part I) ~ 2200 j 132,105,000 It3.a , ,~ ~4:~,'~77,000'] ' 13.a.1 (I) Noninterest-beanng (1) (2) Interest-bearing b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) (1) Noninterest-bearing (2) Interest-bearing '14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices (2) b. SecuritIes sold under agreements to repurchase (3) 15. Trading liabilities (from Schedule RC-D) 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 17. Not applicable 18. Bank's hability on acceptances executed and outstanding 19. Subordinated notes and debentures(4) 20. Other liabilities (from Schedule PC-G) 21. Total liabilities (sum of items 13 through 20) 22. Minority interest in consolidated subsidiaries EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 24. Common stock 25. Surplus (exclude all surplus related to preferred stock) 26. a. Retained eamings b. Accumulated other comprehensive income (5) 27. Other equity capital components (6) 28. Total equity capital (sum of items 23 through 27) 29. Total liabilities, minodty interest, and equity capital (sum of items 21, 22, and 28) Memorandum To be reported only with the March Report of Condition, 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent extemaI auditors as of any date dudng 2002 1 = Independent audit of file bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance w~th generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectIveness of the bank's internal controt over financial reporting by a certified public accounting tinT 215,000 22,005,000 22001 22,220,000 c'o'.t 89931 ~, 197 RCFD~ ~ 4,112,000 3548] 4,666,000 15 3190f 29,130.000 16 t 9 ol 24g,000 t~2001 5,029,000 29481 2~13,524,°°° I';''1 3838 0 23 3230 201,000 24 3839 9,!64,000 25 3?.3.2. 8,077,000 26.a B530] 18!000 26.b 32~01 !7,460,000 28 33001 23~,100,000 !29 Number ~/AIM. Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting tint (may be required by state chartering authority) Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) Review of the bank's financial statements by external auditors Compilation of the bank's financial statements by external auditors Other audit procedures (excluding tax preparet~on work) No external audit work 13.a.2 13.b 13,b.1 13 b.2 14a 14.b (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money." (3) includes ail securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes tire,ted-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available~for-sale securitms, accumulated net gains (Iosses) on cash flow hedges, cumulabve foreign currency translabon adjustments, and minimum pension liabihty adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. l~ank One, NA Legal T~tle of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-A--Cash and Balances Due From Depository institutions Exclude assets held for trading. 1. Cash items in process of collection, unposted debits, and currency and coin a. Cash items in process of collection and unposted debIts b. Currency and coin 2. Balance due from depository institutions in the U.S, __ a. U.S. branches and agencies of foreign banks (including their tBFs) b. Other commercial banks in the U.S. and other depository institutions in the U.S, (including their IBFs) 3. Balances due from banks in foreign countries and foreign central banks a. Foreign branches of other U.S. banks b. Other banks in foreign countries and foreign central banks 4. Balances due from Federal Reserve Banks 5. Total (sum of items I through 4) (total of column A must equal Schedule RC, sum of items 1.a and 1 .b) (Column A) (Column B) Consolidated Domestic Dollar Amounts in Thousands Bank Offices /oo~2'1 ~0,780',000 [;, · % , , .I o02o 9,441,000 -' ~ "~"'" ~"' 'l°°8°l 1,336,000 , ,, [o,0821 1,305,000 .0083[ ~0.s,o0o J%. ,, ,, "6o8'st 1,206,06~'] ,'~, ¢,: , .... ] i';im'~',~;~F%,: !]oeTo| 38,000 0o~I ' 221,000 oo9oL ~97,000 1 oO~O 23,016,00b FFIEC 031 RC-3 1 1.b 2 2a 2.b 3 3.a 3.b 4 Schedule RC-B~$ecurities Exclude assets held for trading. .......... Held-to-'maturity Av~Iiai~l~-for-sate (C~'J'u'mn A) (Column' B) (COlumn C) (Column D) Amortized Cost Fair Value Amortized Cos Fair Value Amounts in Thousands RCFq Bill Mi~"j'Th°u RCFI~ Bill Mil]Thou ~CF:~-EJillMillThou ~,6~'~ BiI[Mil I'~l~ou ;Jties ' I 0211[ 0 02131 0 ~2861 I3,677,000 12871 3,673,000 gency obligations ~ ~ ,' overnment agencies (1) 1'289~. ' ...... 0 ~290t.. 0 ,,,:i'~¢11, ~9,000 12s3] "' 20,000 ~,~,94 ~ 0 1295 ~ 0 ~2971 1,858,000 ~,~s,I 1,862,000 y states and ' ~,~., ,q. /..-. ,;~.,'~:,., .. .~,,.,, ~; ~,r~,~-;~,~,,,~-<, .~: ~intheU.S. . s4ssl, o i~¢I o ~9s'I' ,,,1,09e,oo0 ~991 1,155,ooo Dollar / 1. U.S. Treasury securities 1 2. U.S. Government a (exclude mortgag a. Issued by U.S. 2.a b. Issued by U.S. agencies (2) 2.b 3. Securities Issued b~ political subdivi 3 (I) Includes SmaiI Business Administration 'Guaranteed Loan Pool Certificates,' U.S. Madtime Administration obligations, and Export - Import Bank participation certificates. (2) Includes obhgations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, The Federal Home Loan Mortgage Corporation, the Federal Nationat Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-B--Continued FFIEC 031 RC-4 Held~to-~natudty (Column A) (Column B) DoIIar Amounts in Thousands Amorbzed Cost Fair Value F~'~:q ailI UiilTh~u ~cFq BillMillTr~u 4, Mortgage-backed securities (MBS): a. Pass-through securities: (1) Gu.r r teed by GNMA 1"" 1 0 0 (2) Issued by FNMA and FHLMC 17031 0 1705 0 (3) Other pass-through securities ~ 1709 ] 0 1710 0 b. Other mortgage-backed securities (include- FHLMC, OFGNMA. 1.7 0 17151 0 (2) CoI[ateralized by MBS issued or guaranteed by FNMA, FHLMC, 0 0 (3) All other mortgage-backed secudUes 0 0 5. Asset-backed securities (ABS): ~~ : .... a. Credit card receivabJes 0 B839 b. Home equity lines 0 B~43 0 c, Automobile loans 0 B847 0 d. Other consumer loans 0 I as511 0 e. Commercial and industrial loans 0 I ~8551 0 f. Other 0 I ss591 0 6, Other debt securities: - a. Other domestic debt securities ~1737 ~ 0 b. Foreign debt securities ~ [ 17421 0 7. investments in mutual funds and other equ,ty securities with t?({.i;~:;i:' , ", '. .. readily determinable fair values (1) __.__~:~.?; 8. Total (sum of items 1 through 7) (total of Column A must equal Schedule RC item 2.a).E (total of column D must equal item 2.b) 0 0 Available-for-sale (Column C) J (Column D) Amortized CosI Fair Value 14,977,000 "~'~ 15,315,000 4.a.l 16,624,000 ) 17o7 16,78g,000 4.a.2 0 521,000 884o 16,503,000 I ~44t 0 B848 332,000 B852 293,000 ass6 137,000 0 4.b.2 521,000 4.b,3 B~I" 16,574,000 5.a a845 0 5.b B849[ 337,000 5.c B.8.57. J 293,000 5.d B857 134,000 5.e ~861 0 5.f 683,000 6.a 431,000 O.b 907,000 7 58,526,000 59,166,000 8 (1) Report'Federal Reserve stock, Federal Home Loan Bank stock, and banker's bank stock in Schedule RC~F, item 4. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08~08~2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-B--Continued FFIEC 031 RC-5 Memoranda .......... Dollar Amoun.ts in Thousands RCF~ Jrities(l) ~st 21,624,000 repricing data for debt securities (l, 2) (excIuding those in nonaccrual status): issued by the U.S. Treasury, U.S. Government agencies, and states :al subdivisions in the U.S.; other non-mortgage debt securities; and pass-through securities other than those backed by closed-end -4 family residential mortgages with a remaining matudty or next repdcing '~' ~,4) ~]onths or less _, ",'~549 6,242,00~ lree months through 12 months ..................... ^55o i',149,000 ne year through three years ...... ASS1 10,151,000 iree years through five years ........... ^552 1,6~'1',000 ye years through 15 years .... A~'~3 .... 4,795,000 5 years .. A554 1,204,000 pass-through securities backed by closed~en~ first lien 1.4 family I mortgages with a remaining maturity or next repdcing date of: (3,5) nonths or less ............................. , ~,555 ~ 0 ree months through 12 months ........ A556 0 ~e year through three years ....... ' A557 ' 1'.,000 ~ree years through five years ..... '~,5s8 0 /e years through 15 years ................ A559i 10,495,0'00 5 years .................... ^5601 21.6121b00 gage-backed secuntles (include CMOs~ REMICs, and stripped MBS; '" . ':. ~ " Iortgage pass-through securities) with an expected average life of: (0) years or less .......... .. A561 1,000 ,reeyears ,, ~i~ A5~2 i 988,000 It~es with a REMAINI'NG MATURITY of one ~..... ~..~.~ ~,~, ~'~'~ s (included in Memorandum items 2.a through 2.c above) A2481 7,392,000 ~St of heid-to-maturity securities sold or transferred to available-for~sale or [ties during the calendar year-to-date (report the amortized cost at date isfer) .... 1778,I' 0 ,tes (included ir~"ihe held-to-maturity and avallable~for-sale a~counts in ~, -B, items 2, 3, 5, and 6): cost .......... ,, s?s~t ...... o I. Pledged M.1 2. Maturity and a. Secunt[es issu, and I: modgage first lien date of: ~ (1) Three M.2.a.1 (2) Over three m M.2.a.2 (3) Over one M.2.a.3 (4) Over three, M.2.a.4 M2.a.5 (6) Over 15 ~ M.2 a.6 b. Mortgage resid~ (1) Three months M.2.b.1 (2) Over three M.2.b.2 (3) Over M.2.b.3 (4) Over M.2.b.4 (5) Over M.2.b.5 (6) Over 15 M.2.b.6 c. Other morro exclude mc (1) Three: M.2.c.1 (2) Over three M.2.c.2 d. Debt secunt~es ~ year or less ~ M.2.d 3. Amortized trading securities of sale or tr M.3 4. Structured Schedule RC-8 a. Amortized cost M.4.a b. Fair value M.4.b (1) Includes held-to-maturity securities at amortized cost and availabIe-for-safa securities at fair value. (2) Exclude investments in mutual funds and other equity securities with readily determinable fair values. (3) Report fixed rate debt securities by remaining maturity and floating rate debt securities by next repdcing date. (4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonacorual debt securities in the categories of debt securities reported in Memorandum item 2.a ~at are included in Schedule RC-N, item 9, column C, must equat Schedule RC-B, sum of items 1,2, 3, 5, and 6, coIumns A and D, plus mortgage pass-through securities other than those backed by closed-end first hen 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1-4 family residential modgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (6) Sum of Memorandum items 2 c.(1) and 2.c.(2) plus any nonaccrual "Other mortgage-backed securities" included in Schedule RC-N, item 9, coIumn C, must equal Schedule RC-B, item 4 b, sum of columns A and D. Bank On'e, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDiC Certificate Number- 03618 Schedule RC-CmLoans and Lease Financing Receivables FFtEC 031 RC-6 I Pad l. Loans and Leases Do not deduct the allowance for loan and lease losses or the allocated transfer dsk reserve from amounts reported in this schedule. Report (1) Ioans and leases held for sale at the lower of cost or market value and (2) toans and leases held for ~nvestment, net of unearned income. Exclude assets held for trading and commercia] paper. (Column A) (Column B) Consolidated Domestic Bank Offices t '420t 93,000 11.b 1, Loans secured by real estate a. Construction, land development, and other land loans b. Secured by farmland (including farm residential and other improvements) c. Secured by I-4 family residential properties: (1) Revolving, open-end loans secured by 1.4 family residential properties and extended under lines of credit (2) Closed-end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by muttifamily (5 or more) residential properties e. Secured by nonfarm nonresidential properties 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S. (1) To U.S, branches and agencies of foreign banks 5532 8534 · ~, 3,372.000 ..... I,,,,ot 834,000 32,637,000 (2) To other commercial banks in the U.S. b. To other depositon/institutions in the U.S. c. To banks in foreign countries (1) To foreign branches of other U.S. banks (2) To other banks in foreign countries 3. Loans to finance agricultural production and other loans to farmers 4. Commercial and industrial loans: a. To U.S. addressees (domicile) b To non-U.S, addressees (domicile) 5. Not applicable. 6. Loans to mdiwduals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): a. Credit cards b. Other revolving credit plans c Other consumer loans (includes single payment, installment, and and alt student loans 7. Loans to foreign government and officiat institutions (including foreign central banks) 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S. 9. Other loans a. Loans for purchasing or carrying secunties (secured and unsecured) b. Ail other loans (exclude consumer loans) 10, Lease financing receivables (net of unearned income) a. Of U.S. addressees (domicile) b. Of non-U.S, addressees (domicile) 11. LESS: Any unearned ~ncome on loans reflected in ~tems %9 above 12. Total loans and teases, net of unearned income (sum of items 1 through 10 minus item 11) (total of coIumn A must equal Schedule RC, item 4,a and 4.b) 0 8536 [ 78,000 B537 438,000 l~e0 658,000 1 17e31 30,457,000 1~ I 2.847,000 B539 J 117,000 ~0~t ~9,000 ~588 [6,703,000 ¢~ 4,6~,000 2183 ~ 809,000 o ~8351 ~1,ooo a58,ooo 1763 30,145'.000" 8,509,000 117,000 741,000 0 649,000 ~5451 1,115,000 1564 5,453,000 2165 5,351,000 1.C I 1 .c.2.a 1 .c.2.b 1.d 1.e 2.a 2.a.1 2.a.2 2.b 2.c 2.c.1 2.c.2 3 8.C 8 9 9.b 10 10.a lO.b 11 12 Bank One, NA Legal Txtie of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Cerbficate Number - 03618 Schedule RC-C--Continued FF]EC 031 RC-7 I',, 811 Part I. Continued Memoranda Doltar Amounts in Thousands ~ Bill Mill Thoul 1. Loans and Lease,' .,structured and in compliance with mod]fled terms (included in Schedule RC-C, part I, and not reported as past due or nonaccmal ~n Schedule RC-N, Memorandum item 1) (exdude loans secured by 1-4 family residential properties and loans to individuals for household, famil ~d other personal expenditures) ...... ..~!6. I .... 0 M. 1 2. Matudty and repncing data for loans and leases (excluding those ~n nonaccrual statu~): a. Closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported m Schedule RC-C, part I, item 1.c (2)(a), column B) with a remaining ~natudty or next repficing date of: (1, 2) ~c'o'~ - ..,.. ,. (1) Three months ~r less ...... A564 245,000 M.2.a.1 (2) Over three m( ~ths through 12 months ................ A565 247,000 M,2.a 2 (3) Over one year through three years ........... ^566 330,000 ' M.2.a 3 (4) Over three, rs through five years ................. A567 79~,000 M.2.a,4 (5) Overfive years through 15years ....................... AS§S 2,441,000 M.2.a.5 (6) Over 15 years , , A569 2"6'19,000 M.2.a.6 b, All loans and leases (reported in Schedul~"R~-C, part I, item~'l ihrough 10, column A) .: ~,~ ' ~' ~'~ EXCLUDING closed-end loans secured by first liens on t-4 family residential properties in domestic offices (reported in Schedule RC-C, part I item 1 .c.(2)(a), column B) with a remaining ' or next repdcing date of: (1,3) '~RCFD ~ ; -. v :, ' (1) Three months )r less ......... . A570 71,9~'i000 M.2.b.1 (2) Over three months through 12 months A571 7,91'8,000 M.2 b 2 (3) Over one year through three years .................... .A.~2 14,880,0'00 M.2,b.3 (4) Over three ~ rs through five years ....... A573 5,79,,,~,000 M.2.b.4 (5) Over five , through 15 years ................ A574 4~747,00~ M,2.b.5 (6) Over 15 years A575 1,086,000 M.2.b.6 C. Loans and leases :reported in ~chedule RC-~i' part I, ,terns i ihr'ough 10, c0k~mn A) ~;';'i ~' ' '~.'~ .... ,: .:~.~ with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) A247.[ 57,460,000 M.2.c 3. Loans to financ( ~merdal real estate, construction, and land development activities (not secured by real estate) included in Sched RC-C, part I, items 4 and 9, column A (4) .... :~'~461 3,455,000 M.3 4. Adjustable rate ~d-end loans secured by first liens on 1-4 family residential properties in domestic offices F~0~, (indudi~d in Sche ~ RC-C, part I, item 1.c.(2)(a), column B) ~$70 725,000 M.4 5, Loans secured by real estate to non-U,S, addresses (domidle) (incl'uded in RCFE ' ,'" Schedule RC-C, part I, item 1, column A) ............... B837 123','000 M.5 6) Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, utstanding credit card receivables (as defined in the instructions) that exceed #lion as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Outstanding credit card fees and finance charges included in Schedule RC-C, part 1, item 6.a,, mn A ................ 0'3~'1[ 87'~[~ M.6 (1) Report fixed rate loans and leases by remaining matudty and floating rate loans by next repfidng date. (2) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual dosed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1 .c.(2)(a), column C must equal total closed-end loans secured by first hens on 1.4 family residentiaI properties from. Schedule RC-C, part I, item 1.c.(2)(a), column B (3) Sum of Memorandum items 2.b~(1) through 2.b.(6) plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual dosed-end loans secured by first I~ens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1 .c.(2)(a), column C, must equal total loans and teases from Schedule RC-C, Part I, sum of items I through 10, column A, minus total closed-end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, part I, item 1 .c.(2)(a), column B. (4) Exclude loans secured by real estate that are included in Schedule RC-C, part I, item 1, column A. ..Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08t08/2003 at 08:08:16 CST FDIC Certificate Number - 036't 8 Schedule RC-C--Continued FFIEC 031 RC-7a Part II. Loans to Small Businesses and Small Farms Schedule RC-C, Part II is to be reported only with the June Report of Condition. Report the number and amount currently outstanding as of June 30 of business loans with "onginaI amounts" of $1,000,000 or tess and farm loans with "original amounts" of $500,000 or less. The following guidelines shoutd be used to determine the "onginal amount" of a toan: (1) For loans drawn down under lines of credit or loan commitments, the "original amount" of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date However, if the amount currently outstanding as of the report date exceeds this size, the "original amount" ~s the amount currently outstanding on the report date. (2) For loan participations and syndications, the "original amount" of the loan participation or syndication is the entire amount of credit originated by the lead lender. (3) For all other loans, the "original amount" is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever ~s larger. Loans to Small Businesses 1. Indicate in the appropriate box at the right whether all or substantlally aH of the dollar volume of your bank's "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC~C, part I, item 1 .e, column B, and all or substantially ali of the dolfar volume of your bank's "Commercial and industrial loans to U.S. addressees" in demesbc offices reported in ScheduIe RC*C, part ~, item 4.a, column B, have odginal amounts of $100,000 or less (~f your bank has no loans outstanding in BOTH of these two loan categories, ~RCONI YES / NO place an "X" in the box marked "NO.") !6999 J NO If YES, compiete items 2,a and 2,b below, skip items 3 and 4, and go to item 5, If NO and your bank has loans outstanding m either loan category, skip items 2.a and 2. b, complete items 3 and 4 below, and go to item 5. If NO and your bank has no loans outstanding in both toan categories, skip items 2 through 4, and go to item 5. I1 2. Report the total number of ~oans currently outstanding for each of the foliowing Schedule RC-C, part l, loan categones: a. "Loans secured by nonfarm nonresidential properties" in domestic offices ~_J Number reported in Schedule RC-C, part I, item l.e, column B (Note: Item 1 e, column B, c~ of Loans divided by the number of loans should NOT exceed $100,000.) 15562 f --"'~A~ b. "Commercial and industrial loans to U.S. addressees" in domestic offices t .~ ~ reported in Schedule RC-C, part I, item 4.a, column B (Note: Item 4.a, t ~ ~' column B, divided by the number of loans should NOT exceed $100,000.) ~ 5553 J . .,, (Column A) Number of Loans Dollar Amounts in Thousands 3. Number and amount currently outstanding of"Loans secured by nonfarm {CONI.~' ?;'~- . .,-~- nonresidential properties" in domestic offices reported in Schedule RC-C, part ], item 1.e, column B (sum of items 3.a through 3.c must be less than or equal to Schedule RC~C, part I, item 1.e, column B): a, With original amounts of $100,000 or Iess b. With original amounts of more than $100,000 through $250,000 c, With odginal amounts of more than $250,000 through $1,000,000 4. Number and amount currently outstanding of "Commercial and ~ndustnal loans to U.S addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B (sum of items 4.a through 4.c must be Jess than or equal to Schedule RC-C, part l, item 4 a, column B): a. With onginat amounts of $100,000 or less b. with onglnal amounts of more than $100,000 through $250,000 c. With odgina~ amounts of more than $250,000 through $1,000,000 (Column B) Amount Currentiy Outstanding CO. NJ $,l 1 Mil I Thou ~ 1,852 ~ 77,317 5556J 2,939 [ 5567 l 377,046 55581 4,232 I 55591 1,775,780 5570t 424,047 557~ [ 1,245,131 5572 4,907 '55731 570,149 5574 6,116 5575~ 2,123,670 2.a 2.b 3.a 4.a 4.b 4.C Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08'16 CST FDIC Cerbficate Number - 03618 Schedule RC-CBContinued Part II. Continued Agricultural Loans to Small Farms 5. Indicate in the appropriate box at the dght whether all or substantially all of the dollar volume of your bank's "Loans secured by farmland (including farm residential and other improvements)" ~n domestic offices reported in Schedule RC~C, part I, item '~ .b, column B, and all or substantially all of the dollar volume of your bank's "Loans to finance agricultural production and other loans to farmers" in domestic offices reported ~n Schedule RC-C, part I, item 3, cotumn B, have odginal amounts of $100,000 or less (If your bank has no loans outstanding in BOTH of these two loan categories, place an "X" in the box marked "NO.") If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8. If NO, and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below. If NO and your bank has no Ioans outstanding in both loan categories, do not complete items 6 through 8. 6. Report the total number of toans currently outstanding for each of the following Schedule RC-C, part I, loan categories: a "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1 .b, column B (Note: Item '1 .b, coJumn B, divided by the number of loans should NOT exceed $100,000.) b. "Loans to finance agricultural production and other Ioans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B (Note: Item 3, column B, divided by the number of loans should NOT exceed $100,000.) Number of Loans 8601 YES / NO NO FFtEC 031 RC-7b ~Sb I 5 6.b Dollar Amounts in Thousand: 7. Number and amount currently outstanding of "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, ~tem 1.b, column B (sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, part I, item 1 .b, coIumn B): a. With odginal amounts of $100,000 or less b. With original amounts of more than $100,000 through $250,000 c. With odginaI amounts of more than $250,000 through $500,000 8. Number and amount currently outstanding of "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B, (sum of items 8.a through 8.c must be less than or equal to Schedule RC-C, part 1, item 3 column B): a. With odginal amounts of $100,000 or tess b. With original amounts of more than $100,000 through $250,000 c. With odginal amounts of more than $250,000 through $500,000 (Column A) Number of Loans ~584t 258 !586 149 !S88 92 (Column B) Amount Currently Outstan¢ 10,799 12,965 10,121 19,564 24,633 8.b 8.c Bank On'~, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08t2003 at 08:08:16 CST FDIC Ced]ftc, ate Number ~ 03618 Schedule RC-D--Trading Assets and Liabilities FFIEC 031 RC-8 Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding year. Dollar Amounts in Thousands ~ON[ Bill Mit [Thou ASSETS 1. U.S. Treasury securities in domestic offices ........ 13.531 [ ~] i05,000 1 2. U.S, Government agency obligations in domestic offices (exclude mortgage- backed securities) ............ 3. Securities issued bY states and political subdivisions in the 4. Mortgage-backed ~ecurities (MBS) in domestic offices: . - . a, Pass-throug ~cudties issued or guaranteed by FNMA, FHLMC, or GNMA ... 35341 ..... 0 4.a b. Other mortgag .backed sec-unties issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stdpped MBS) ............................... 3535 0 4,b c. All other mortgage-backed securities .... 3536 0 4.c 5. Other debt securities in domestic offices . . . 3537 88,000 5 6. - 8. Not applicable 9. Other trading assets in domestic offices ..... ,~5,41, , 31,000 9 RCFi~, 10. Trading assets in foreign offices 11. Revaluation gains on derivative contracts: a. In domestic offices ... 3543 3,736,000 '~ 1.a RCFh b. In foreign offices 3543 1,782,000 11.b RCFE t2. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) .............. 3545 5,960,000 12 LIABILITI ES 13. Liability for short positions 14. Revaluation losses on derivative contracts 15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15). 4s7.ooo I 4,666,000/~5 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08~2003 at 08:08'16 CST FDIC Certificate Number- 03618 Schedule RC-E--Deposit Liabilities FFtEC 031 RC-9 Part I. Deposits in Domestic Offices Dollar Amounts in Thousands Deposits of: 1. Individuals, partnershlps and corporations (include all certified and official checks) 2. U.S. Government 3. States and political subdivisions in the U.S. 4. Commercial banks and other depository institutions m the U.S. 5. Banks in foreign countries 6. Foreign governments, and official institutions (including foreign centrat banks) 7, Total (sum of items 1 through 6) (sum of columns A and C must equaf Schedute RC, item 13.a) Memoranda Transaction Accounts (Column A) Total transaction accounts (including total demand deposits ~,~ONJ Bi! J MiI J,,,Thou 2,150,000 B551 I ?3 j 51,000 (Column B) Memo: Total demand deposits (included in ,, colu_ .m..n .A), ~coNI Bi! I Mill Thou Dollar Amounts in Thousands 1. Selected components of total deposits (i.e., sum of item 7, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts b. Total brokered deposits c. Fully insured brokered deposits (included in Memorandum item 1 .b above): (1) issued in denominations of less than $100,000 (2) issued either in denominations of $100,000 or in denominations greater than $100,000 and participated out by the broker in shares of $100,000 or less d. Matudty data for brokered deposits: (I) Brokered deposits issued in denominations of less than $100,000 with a remaining maturity of one year or tess (included in Memorandum item 1 .c.(1) above) (2) Brokered deposits issued in denominations of $100,000 or more with a remaining maturity of one year or less (included in Memorandum item 1 .b above) e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported m item 3 above which are secured or coIlaterlized as required under state taw; (to be completed for the De~ember report only) 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.c must equal item 7, column C, above): a. Savings deposits: (1) Money market deposit accounts (MMDAs) ... (2) Other savings deposits (excludes MMDA,s) b. Total time deposits of tess than $100,000 c. Total time deposits of $100,000 or more Nontransactior Accounts (Column C) Total nontransactior accounts (including MMDAs) ,Bill Mil'l Thou 98,478,000 0 2 1,409,000 3 1,137,000 4 0 6 t01,024,000 7 ~coNI BilI Mit IThou '6835 4,183,000 M.l.a 2365 2,560,000 M.l.b ~"1 .0 M.I.o.~ 2344 I_ 2,493,000 M.'Lc.2 A243l :0 M.l.d.1 A2~ 1';~3,000 M.l.d.2 55~ j ~A M.l.e ;~oI ~4,~a~2'ooo o~S~I ~,4sr,Ooo u.2.~ 1~4aI ~2,~2,000 M.2.b ~1 7,522,000 M.2.c Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08t0812003 at 08.08:16 CST FDIC Ceraficate Number- 03618 Schedule RC-E--Continued FF[EC 031 RC-10 Part I. Continued Memo~'.a_nda (continue,d) ....... Doltar Amounts in Thousands ~CONt BllI MilI Thou 3. Maturity and repricing data for time deposits (~f' less than $I00,000: a. Time deposits of less than $100,000 with a remaining maturity or next repdcing date of (1,2) (1) Three months or less ........ A579 2,268,000 (2) Over three months through"i2 months ............. A5'80 4,016,000 A~S~ 3,408,000 (3) Over one year through three years .... (4) Over three years .. ASS2 2,970,000 b. Time deposits of less than $100,000 with a REMAINING MATURITY of'one year or less [, '" (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3) i..^241 t ....... 6,284,000 4. Maturity and repficmg data for time deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining matudty or next repdcing date of (l,4) . L~ v A5~ 2,155,000 (1) Three months or tess ...... ....... (2) Over three months through 12 months ..................... A585 1,587,000 (3) Over one year through three years ............ ASS6 2,255,000 (4) Over three years ....... A587 1,525,000 b. Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less ~ '_ (included in Memorandum items 4.a.(1) and 4.a,(2) above) (3) ................ A24~t'' , ..3,742,000 M.3.a.1 M.3.a.2 M.3.a.4 M3b M.4.a.1 M.4.a.2 M.4.a.3 M .4 .a .4 M.4 b (1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date. (2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b. (3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repncmg date of one year or less that have a remaining matudty of over one year. (4) Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedute RC-E, Memorandum ~tem 2.c. Part 11o Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) Dollar Amounts in Thousands ~CF~ ,Bill ~i!, I,~ E~5531 15,997,000 1 2 820,000 2,368,000 3 3,035,000 4 0 5 22o~f 22,220,000 6 Deposits of: 1. Individuals, partnerships, and corporations (include all certified and official checks) 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions 3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs) 4. Foreign governments and official restitutions (including foreign centraf banks) 5. U.S. Government and states and political subdivisions in the U.S. 6. Total (sum of items 1 through 5 ) (must equal Schedule RC, Ltem 13.b) Memorandum 1. Time deposits with a remaining matudty of one year or less (included in Part It, item 6 above) Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08'16 CST FDIC Cerbficate Number - 03618 Schedule RC-F--Other Assets FFIEC 031 RC-11 1. Accrued in;ierest receiva'~Ie' (1) ........ Dollar Amounts In. 'Thousands RCFC Bi[ I Mil t Thou ........ __ 8556 878,000 2. Net deferred tax assets (2) 2148 0 3. Interest-only strips receivable (not in 'ihe form of a secunty) (3) on: ' a, Mortgage loans .................... A519 0 b. O~her financial assets A520 0 4. Equity securities that DO NOT have readily acre;ruinable fair vai~es (4) . 1752 829,000 5. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item)" ! 2108 7,45g,000 a. Prepaid expenses 21o6 0 b.. .......... Cash Surrender Value of'hie insuranc~ .... c0o9 "' 2,413,000 c. Repossesse. d personal property (including vehicle~'),' ..... 1578. 0 ..~ ': ......... d. Deriviatives with a positive f.air value he!d .for purposes other'than trading COlO 0 ', ,. - ..... ':~!~ ~.;, ,~ Retained interests in accrued interest receivable ...... e. retated to securitized credit cards (;430 0 f, 3549 Acco~'n!$ Receiv.a..bI',~ 3549 3,288,000 g. 3550 " 3550 h, 3551 3551 N/A 6. Total (su~' of items 'i through ~) (must equal $chedui:e Re, item 11)i .. ?§011 9,166,000 3.a 3.b 4 5 5.a 5.e 5.g 5.h 6 Schedule RC-G--Other Liabilities 1. a. Inte~"~t accrued and ur~)-aid on deposits in d~mesbc offices(5) ~ Dollar Amounts in Thousands :~CON Bil I Mil ] Thou 3645 174,000 b. Other expenses accrued and unpaid (includes accrued income taxes RCFC payable) ..... 2. Net deferred tax liabilities (~- .... ' ....... '. 3545 1,308,000 .... 3049 ~,346,{)00 3. Allowance for credit losses on off-balance sheet credit exposures. B557 0 4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25% of this item) 2938 6,988,000 a. Accounts payable 30~0 5,600,000 b... Deferred compensation liabilities' c011 0 c. Dividends declared but not yet pa~/abie 2932 0 d. Derivatives'with a negative fair vaJue h~ld for pu~0ses other than trading co12 "b 8. 3552 3552 NtA 5. TotaJ (sum of ~'t'ems 1 t~rough 4) (~Ust equ~l S~edu'l~ RC, item 20) ..... ' 2930 ~ .... 9,816;0'00 1.a 2 3 4 4.a 4.b 4.c 4.d 4.e 4.f 4.g 5 (1) Include accrued interest receivable on toans, leases, debt securities, and other interest-bearing assets. (2) See discussion of deferred income taxes in Glossary entry on "income taxes." (3) Report interest-oniy strips receivable in the form of a secudty as available-for sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock (5) For savings banks, includes "dividends" accrued and unpaid on deposits. Bank One, NA Legal T~tle of Bank Transmitted to EDS as 0008815 on 08/08f2003 at 08.08'16 CST FDiC Certificate Number - 03618 FFIEC 031 RC-I2 Schedule RC.H--Selected Balance Sheet Items for Domestic Offices Domestic Offices Dollar Amounts in Thousands RCOI~ Bi!~iI I Thou 1, Cust~rn'~rs' liability to this bank on acceptances outs:t~'l~ding ' . ........... ' ...... 2155 237,000 2. Bank's liability on acceptances executed and outstanding 2~20 237,000 3, Securities purchased under agreements to resell ........ Bess 9,876,000.. 4. Securities sold under agreements to repurchase ............. Bsg5 4,112,000 5. Other borrowed money ........... 3?0 28,923,000 EITHER 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs 21631 6,656,000 OR 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ~94,11WA' 8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs) . 2192~ 200,226,000 9. Total habihties (excludes net"due to foreign office's, Edge and ,~greement s'~bsidianes, and" IBFs) ........................ ~291 189,306,000 In items 10-17 report the amortized (historical) cost of both held-to-maturity and a' le-for-sale securities in ~tomestic ~ffices. RCO~ Bill MiI] Thou, 10, U.S. Treasury securities ............................. 11. U.S. Government agency obligations (exclude mortgage-backed securities) .... 104~ 1,877,000 11 m42 1,096,000 12 12. Sec~ ssued by states and political subdivisions in the U.S ................ 13. Mortgag~ )acked securities (MBS): a, Pass-through securities: ' · (1) ,~ or guaranteed by FNMA, FHLMC, or GNMA . .. io43 3,1,6,0.!~000 13,a.1 (2) r pass-through securities .......... 1044 3,0,00.' 13.a.2 b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): (1) ~d or guaranteed by FNMA, FHLMC, or GNMA........ 12~)9 464~000 13.b.1 (2) Alt other mortgage-backed securities ........ 12~,0 ! 521,000 13.b~2 14. Other domestic debt securities (include domestic asset-backed securities) .... 1281 1.7.,953,000 14 15. Foreig bt securities (include foreigri asset-backed securities) ...... 1282 6f000 15 16. Inve :s in mutual funds and other equity secunties with readily deierminable " fair values .... Abi'ol , ..903,000 16 17. Total tized (h,stodcal) cost of both h~l;d'to-matunty and'available-for-~ale securities (sum ofitems lOthrough 16) ..................... 1374 g"' 58,101,000 17 18. Equity ~dties that do not have readily determinable fair values ....... 1752 I 829,001~.- 18 Schedule RC-I--Selected Assets and Liabilities of IBFs To be completed only by banks with IBFs and other"foreign" offices. Dollar ~mounts In Thousands IRC~ Bi' I Mi' i Th°~ 1~2t I. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) ~ 21331 904,000 2. Total IBF liabilities (component of Schedule RC, item 21) ], .28p~I 662,000 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Certificate Number * 03618 ,Schedule RC-K--Quarterly Averages (1) FFIEC 031 RC- 13 ..... Dollar Amounts in Thousands '.RCFD~ Bill Mil.l ,Thou ;] balances due from depository institutions 33811 3,4~47,000 mcuribes and U.S. Government agency obligations (2) Igage-backed securities) ........... B558 3,864,0'00 ed securities (2) . .. B559 27,846,000 ties (2, 3)(includes securities issued by states and political ' the U.S.) ._. E~'~'~0 19,18;~i000 ;old and secur, t,es purchased under a~7;emenis to resell ... ,33~5 J"' 15,754,000 nestic offices: ~co-"--~ iS .............. 3360 931'~62,000 ;ured by real estate ....... 3385 26,79'~,000 l~nance agricultural production and other loans to farmers .. 3386 ;iai and industrial loans ....... 3387 .... 31,985,000 IndMduats for household, family, and other personal expenditures: ~~ ' ....... cards . . . B56~ t 8',458,000 Iincludes single payment, installment, all student loans, and revolving ,, ,~" plans other than credit cards) ........... B562 "1,712,000 RCFN , , ' ~ foreign offices, Edge and Agreement subsidiaries, and IBFs ..... 338o .., 16,853,~000 . 34oi 5,759;000 ~ receivables (net of unearned income) 3484 5,758',000 3368 218,913,000 ;~ transacbon accounts in domestic (NOW accounts, ATS accounts, RCONI~ _~:,:~ ~,~, ':.~/,,?,. and preauthorized transfer accounts) (exclude demand deposits), ,34851 2,698,000 ~ accounts in domestic offices: .... ..'~.~... ..... ~ , ~. 3sits (includes MMDAs) ........ 5563 ,60,588~000 S of $100,000 or more,, A514 7,935,000 s of Jess than $100,000 A529 "13,014,000 g deposits in foreign offices, Edge and Agreement subsidiaries, and I BFs .... 3404 21,447',000' ~urchased and securities sold under agreements to repurchase 3353 ' 8,231 d money L~", ~ o: lage indebtedness and obligations under capitalized leases) ..... 33551 ' 28,~91,000 ASSETS 1. Interest-bearin~ 1 2. U.S. Treasury (excluding mort! 2 3, Mortgag 3 4. All other secudtJ subdivisions 4 5. Federal funds sold 5 6. Loans: a. Loans in (1) Total loans 6.a.1 (2) Loans secured 6.a.2 (3) Loans to finance. 6.a,3 (4) Commercial and 6.a.4 (5) Loans to m (a) Credit 6.a.5.a (b) Other ( credit 6.a.5.b b, Total loans in f, 6.b 7. Trading assets 8, Lease financing 7 9. Total assets(4) 8 UABILmES 9 10. Interest-bearin and teIephone and 1t. Nontransactk 10 a. Savings deposits b. Time deposits 11 .a c. Time deposits 11 .b 11,c 12. Interest-beadn 12 13. Federal funds I 14. Other borrowed 13 0ncludes mort¢ 14 (t) For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i,e., the Wednesday of each week of the quarter)~. (2) Quarterly averages for ail debt securities should be based on amortized cost, (3) Quarterly averages for ail equity securities should be based on histoncal cost. (4) The quarterly averages for total assets should reflect ali debt secudt,es (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determmable fair values at h~stodcal cost. I~ank On~, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08'08:16 CST FDIC Certificate Number - 03618 Schedule RC-L--Derivatives and Off-Balance Sheet Items FFIEC 031 RC-14 Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. Dollar Amounts in Thousands RCI~ Bil 1; 'U~used co~nmit~&nts: ........... a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity lines ......................... 3814 81,000 b. Credit card lines ........... . . 3815 1,302,000 c. Commercial real estate, construction, and Iand development: (1) Commitments to fund loans secured by real estate 38i6 ~,002,000 (2) Commitments to fund loans not secured by real estate .......... 6550 1,534,000 3817 d, Securities underwriting ................ e. Other unused commitments ......... 3818 11 t,435,000 2. Financial standby letters of credit and foreign office guarantees 3819 20,882,000 a. Amount of financial standby letters of credit conveyed to others" 138201ii '7,'1'3~1000 ...... 3. Performance standby letters of credit and foreign office guarantees... .... :~821 '1 3,948,0,00., a. Amount of performance standby letters of credit conveyed to others [3822 ] I 4. Commerdal and similar letters of credit ........... 34111 578,000 5. Participations in acceptances (as described in the instructions) conveyed to others by the ~ ~' reporting bank .... ... ~4:~ [ .... 1,000 6. Securities lent (inc[udmg customers' securities lent where the customer is indemnified against ~ " loss by the reporting bank) 3433 [,, 0 7. Credit derivatives: .~ ..... . a, Notional amount of credit derivatives on which the reporting bank is the guarantor A534 5,074,000 = C219 76,000 (1) Gross positive fair value .................. (2) Gross negative fair value ........... c220 8,000 b. Notional amount of credit derivatives on which the reporting bank is"ih~"g;n~fic, ary .... A535 9,984,000 (1) Gross positive fair value ............ ...... c221 59,000 (2) Gross negative fair value ....................... c222 161,000 8. Spot foreign exchange contracts 8765 21,136,000 9. All other off-balance sheet liabilities (exclude de;i?tives)(itemiz'e"~'n'd descdbe each'" ;: ~...,, component of this item over 25% of Schedule RC, item 28, 'q'otal equity capital") 34301 0 a. Securities borrowed 3432 0 ;;, ,:,'¢:~ c.b' 3555 Commitments ............ to p,rchas~ when-issued secunties 35553434 N/A0 ':" ;' ;;~:.: 10. Alt other off-bai~&~e sheet assets (exciude derivatives)(itemize and describe .......... each component of this item over 25% Schedule RC item 28., "Total equity capital") ~9l I 0 a. Commitme.n~$.to sell when-issu~e.d..s.ecurit[es .. 3~35 0 ;..L- d, 55941 ' ' 5594 N/A :,,-,' e. 5595; .... 5595 .... N/A 1.a '1.c.1 ,1.c,2 1.d 1.e 2 2.a 3. 3,a 4 7.a 7.a.I 7.a.2 7.b 7.b.l 7.b.2 8 9 9.d 9.e 10.a 10.b 10.c 10.d 10.e 1 l. Year-to-date merchant credit card sales volume: a. Sales for which the reporting bank is the acquiring bank b. Sales for which the reporting bank is the agent bank with risk nl I Bd I Mil I Thou - 0111.a tc , 4t 0 I11. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 0810812003 at 08:08'16 CST FDIC Certificate Number - 03618 Schedule RC-L--Confinued FFIEC 031 RC-15 Dollar Amounts in Thousand..s I (Column A) Interesl Derivatives Position Indicatorst Rate Contracts 12. Gross amounts (e.g., notional amounts) (for 1811 I M,I t Thou each column, sum of ~tems 12.a through 12.e .. ~. must equal sum of items 13 and 14): a. Futures contracts b. Forward contracts c. Exchange-traded option contracts: (1) Written options (2) Purchased options Over-the-counter option contracts: (1) Written options (2) Purchased options e. Swaps 13, Total gross notionaI amount of derivative contracts held for trading __ 14. Total gross nobonal amount of derivative contracts held for purposes other than trading a. Interest rate swaps where the bank has agreed to pay a fixed rate __ 15. Gross fair values of derivative contracts: a. Contracts held for trading: (1) Gross positive fair value (2) Gross negative fair value ~ b. Contracts held for purposes other than trading: (1) Gross positive fair vaIue (2) Gross negative fair value __ RCFD 8693 3O,470,000 (Column B) Foreign Exchange Contracts Tr]II B,I I M,I 1 Thou RCFD 8694 (Cc4umn C) Equity Denvative Contracts. TnI I Bil ~ Md l Thou RCFD 8695 344,000 147,000 RCFD 8697 RCFD 8698 RCFD 8699 163,537,000 72,648,000 332,000 RCFD 8701 RCFD 8702 RCFD 8703 4,000,000 0 97,000 RCFD 8705 RCFD 8706 RCFD 8707 7,835,000 0 1,202,000 RCFD 8710 RCFD 8711 9,688,000 459,000 RCFD 8714 RCFD 8715 RCFD 8709 59,538,000 RCFD 8713 74,871,000 RCFD 3450 675,458,000 8,958,000 529,000 RCFD 3826 RCFD 8719 8,853,000 2,755,000 RCFO At26 RCFD A127 RCFD 8723 .................. 100,049,000 5,521,000 RCFD 8725 RCFD 8726 RCFC) 8727 11,273,000 442,000 0 RCFD A589 9,499,000 RCFD 6733 RCFD 8734 RCFD 8735 25,401,000 2,142,000 132,000 RCFD 8737 RCFD 8738 RCFD 8739 24,234,000 2,042,000 104,000 RCFD 8741 RCFD 8742 RC~ 8743 38,000 7,000 0 RCFD 8745 RCFD 8746 RCFD 8747 529,000 2,000 0 (Cc4umn D) Commod~ and Other Contracts TnI] BilI Mit ] Thou RCFD 8696 232,000 12.a RCFD 8700 0 12.b RCFD 8704 0 12.c. 1 RCFD 6708 0 12.c.2 RCFD 8712 412,000 12.d.1 ROFD 8716 515,000 12.d.2 RCFD 8720 2,977,000 12.e RCFD 8724 4,136,000 13 RCFD 8728 0 14 '390~000/15.a.1 RCFD 8740 3~4,000 15.a.2 ' ' RCFD 8~4,40 115b1 ~C~D 8748 o 115.b,2 Bank Or~, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 FFIEC 031 RC-16 I 27 J Schedule RC-M--Memoranda Dollar Amounts in Thousands I. Extensions of credit by the reporting bank to its executive officem, directors, principal shareholders, and their related interests as of the report date: a. Aggregate amount of alt extensions of credit to ail executive officers, directors, principal shareholders, and their related interests b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser.of $500,000 or 5 percent of totaJ capital as defined for this purpose in agency regulations 2. Intangible assets other than goodwill: a. Mortgage servicing Assets (1) Estimated fair value of mortgage servicing assets ~ b, Purchased credit card relationships and nonmortgage servicing assets c. All other identifiable intangible assets d, Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b) 3. Other real estate owned: a, Direct and indirect investments in real estate ventures b. All other real estate owned: (1) Construction, land development, and other [and in domestic offices (2) Farmland in domestic offices (3) 1-4 family residential properties in domestic offices (4) Multifamily (5 or more) residential properties in domestic offices (5) Nonfarm nonresidential properties in domestic offices Number (6) In foreign offices c. Total (sum of items 3.a and 3.b) (must equal Schedule RC, Item 7) Investments in unconsolidated subsidiaries and associated companies: a. Direct and indirect investments in real estate ventures b. All other investments in unconsolidated subsidianes and associated companies c. Total (sum of items 4.a and 4.b) (must equal Schedule RC, item 8) Other borrowed money: a, Federal Home Loan Bank advances: (1) With a remaining maturity of one year or less (1) (2) With a remaining maturity of more than one year through three years (3) With a remaining maturity of more than three years ........ b. Other borrowings: (1) With a remaining maturity of one year or less (2) With a remaMng matudty of more than one year through three years (3) With a remaining maturity of more than three years c. Total (sum of items 5.a.(t) through 5.b.(3)) (must equal Schedule RC, item 16) ~¢F~ Bil l Mit t Thou 61641 1,334,831 ~'164 1 0 ~..0261 0 5507 66,000 o426 66,000 0 '.. 10,000 0 42,000 0 18,000 0 70,000 53741 0 5375 414,000 I 2],3!;,I' 414,000 2651 0 l ss sI1,ooo,ooo 8s~ e567 4,116,000 J es~o 5,~2,000 3190 29,130,,000. la 1.b 2,a 2.a.1 2.b 2.C 2.d 3.b.1 3.b.2 3.b.3 3.b.4 3.b.5 Lb.6 5.a.1 5.a.2 5.a.3 5,b.1 5.b.2 5.b,3 6. Does the reporting bank sell private Iabet or third party mutual funds and annuities? 7, Assets under the reporting bank's management in proprietary mutual funds and annuities 8. Primary Internet Web site address of the bank (home page), if any: (example: http ://www.examptebank.com) YES/NO YES ~7 fEXT ~ http:l/www.bankone.com Do any of the bank's Internet Web sites have transactional capability, i.e,, allow the bank's customers to execute transactions on their accounts through the Web site? 8 ~$fNO (1) includes overnight Federal Home Loan Bank advances, Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Cert¢icate Number - 03618 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets FFIEC 031 RC-17 Dollar Amounts in Thousands 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices b. Secured by farmland in domestic offices c. Secured by 1~4 famdy residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) Closed-end loans secured by 1-4 fatuity residential properties: (a) Secured by first [ions (b) Secured by junior liens d. Secured by multifami[y (5 or more) residential properties in domestic offices e. Secured by nonfarm nonresidential properties properties in domesbc offices f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions ~ b. To foreign banks 3. Loans to finance agricultural production and other loans to farmers 4. Commemial and industda~ loans: a. To U,S. addressees (domicile) b. To non-U.S, addressees (domicile) 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards b. Other (includes single payment, ~nstallment, ali student loans, and revolving credit plans other than credit cards) 6. Loans to foreign governments and official institutions 7, All ether loans 8. Lease financing receivables: a. Of U.S, addressees (domicUe) b. Of non-U,S, addressees (domicile) 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) (Column A) Past due 30 through 89 days and still accruing (Column B) Past due 90 days or more and accruing 2759t ~493f 53,000 14,000 (Column C) Nonaccrual 400,000 J"i'2541 1,000 o 45~ J 31,000 l'~2sTt 9,000 .j ~271 [ ~ 0 b ,, 31o, ooo m l ,MiJl Thou 139,090 1.a 101,000 1.c. 1 262,000 1,c.2.a 45,000 1.c.2.b 14,000 1.d 0 1.e 0 1.f 2,a 3,000 2.b 8,000 3 1,063,000 67,000 4.b 5,a 8,000 5.b 0 6 12,000 7 6,a 0 8.b 0 9 Bank One, NA Legal Title of Bank Transmitted to EDS as 00088i5 on 08/0812003 at 08:08:16 CST FDiC Certificate Number - 03618 FFtEC 031 RC- 18 Schedule RC.N--Continued Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases thai have already been included in the amounts reported in items I throu h 8. (Column A) "' (Column B) (Column C)'" Past due Past due 90 Nonaccrua] 30 through 89 days or more days and still and still accruing accruing Dollar Amounts in Thousands IRCF~ BilI MIl ti~ RCFD~ Biil Mill ThOU ROFE~!L1 Mi!I Thou '"items 1 /holly or partially mment 5~2t .1,000 ~6131 .. 0 56~4f 1,000. is and leases _ 4,000 56161 o s. 71 1,00o 10. Loans and leases reported in through 8 above which are guaranteed by the U.S. 10 a. Guaranteed portion of loans included in item 10 above 10.a ' (Colu~mn A) " (Column B) "' (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and sUl~ Memoranda accm!ng accruing Dollar Amounts in T,housands ~CF~ B,I M"I ThouRO,Fq mI M,~[ Tr~R~;:q BilI MilI Thou '¥. Restructured 10~ns and lease.~ ir~ctuded in '-,', .' ?~:-? .. ~-,, (..~, ~ ~.~ ' · ~?. ~;~.~.,~,,~ . .... Schedule RC-N, items 1 through 8, above ~" ' "" · '~' ~' ~ ¥ TM ':':' -'~ '~:" ' ' ' (and not repoKed in S~edule RC-C, Pad I, '~:":"~ ~ ' Memorandum item l) .... 16581 ...... 0 ~659J 0 166'~] 0 2. Loans to finance commercial real es~te, :. ~:~ ~. ~?:: .'?~'~ ,~ - ~ ~, ~ :. ~ ~ .~ : :~ ,~ - - .' ~' . ~nst~c~on, and land development activities ' '~ ..... ' ~: ~ c ~ ' ~'~ %. ~. -? :' :~. - ., ~ .. ~ , (not secured by real estate) included in ~ ~'~' . '::'~ ....... '~ ' Schedule RC-N. items 4 and 7, above 6558J ,, '" "2b;~00 65~[,'~'~"~"~';~;[~ ..... 0 6~6'~"t ~,~00' "] 3. Loans secured by real estate to non-U.S. '- ~ .- .~ Y ~'~ .. '~ ~ L~~ ~',: ~ ~.~'~ ~.~;.,..~ ~ ~,~ ~ ~.~: .:; ~;, ;.~ ~ ~, ~, .': addresses (domicile) (included in ' ~' ~ '.. ' ~:~: {'; ~ ~'~ '~ '~ ~~- % '" : ......... ~-, Sch~u[e RC-N, item 1, above) ~ ~245~,, '" 'b ~24~I 0 ,t~50 ~ 0 5. Loans and leases held for sale (inctud~ in ;~,? ~ ?' Sch~ule RC-N, items 1 ~rough 8. a~ve) c240~ ~,000 C24~ I ~,Z~ c22,~ ~,,~0 M.1 M2 M.3 M.5 6. Interest rate, foreign exchange rate, and other commodity and equity contracts: Fair value of amounts carded as assets (Column A) I (Column B) Past due I Past due 90 30 through I days or more 89 day~ t 35291 2,000 35301 UI M.6 Person to whom questions about the Reports of Condition and Income should be directed: Matthew A, Reece, Vice Presidenl Name and Title (TEXT 8901) Matt hew_A_ Reece@bankone.com E-mail Address (TEXT 4086) 312-407-3685 312-407-5698 Telephone: Area code/phone numbedextension (TEXT 8902) FAX: Area code/phone number (TEXT 9116) Bank One, NA Legal Title of Bank TransmItted to EDS as 0008815 on 08/08/2003 at 08.08:16 CST FDIC Certificate Number - 03618 Schedule RC-O---Other Data for Deposit Insurance and FICO Assessments FFIEC 031 RC-19 Dollar Amounts in Thousands ~C0~Nt ,Bii1 MIl.[ _Thou I0o30'1 ...... 0 1. Unposted deb~ts (see instructions): a. Actual amount of all unposted debits OR b. Separate amount of unposted debits: (1) Actual amount of unposted debits to demand deposits (2) Actual amount of unposted debits to time and savings deposits (1) 2. Unposted credits (see instructions): a. Actual amount of ail unposted credits OR b. Separate amount of unposted credits: (1) Actual amount of unposted credits to demand deposits (2) Actuat amount of unposted credits to time and savings deposits (1) 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits in domestic offices) 4 Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto R~co and U.S. temtodes and possessions ( not included in total deposits ): a. Demand deposits of consolidated subsidiaries b. Time and savings deposits (1) of consolidated subsidiaries c. Interest accrued and unpaid on deposits of consofidated subsidiaries 5. Deposits in insured branches in Puerto Rico and U.S, terdtones and possessions: a. Demand deposits in insured branches (included in Schedule RC-E, Part II) b. Time and saving deposits (1) in insured branches (included in Schedule RC-E, Part Il) c. Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1 .b) 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities of the reporting bank: a. Amount reflected in demand deposits (included In Schedule RC-E, Part I, Item 7 column B) b. Amount reflected in time and savings deposits (1) (included in Schedule RC-E, Part I, Item 7, column A or C, but not column B) 7. Unamortized premiums and discounts on time and savings deposits: (1,2) a. Unamortized premiums. b. Unamortized discounts 8, To be completed by banks with "Oakar deposits ". a. Deposits purchased or acquired from other FDIC-~nsured restitutions during the quaker (exclude depos=ts purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions): (1) Total deposits pumhased or acquired from other FDIC-insured institutions during the quarter (2) Amount of purchased or acquired deposits reported in item 8.a.(1} above attnbutable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits attdbutabIe to BIF) b. Total deposits sold or transferred to other FDIC~insured institutions dudng the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions) (1) For FDIC and FrCO insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and att transactmn accounts other than demand deposits. (2) Exclude core deposit intangibles~ ~321 N,'A 210,000 0 0 ' I' o ~8~ I 0 0 1.a 1,b, 1 1 .b.2 2.a 2.b.1 2.b.2 4.a 4.b 4.C 7.a 7,b 8.a.1 8.a.2 8,b .Bank O~e, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST FDIC Cerbficate Number - 03618 Schedule RC-O---Continued FFIEC 031 RC-20 9, Deposits m lifeline accounts Dollar Amounts in Thousands JRCON[ BilI Mil t TtX~ ~ ~S~6~' , 10, Benefit-responsive "Depository Institution Investment Contracts" (included in total deposits in domestic offices) 11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances: a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal demand balances w~th the domestic offices of U,S, banks and sawngs associations and insured branches in Puerto R~co and U.S. territories and possesmons that were reported on a gross basis in Schedule RC-E had been reported on a net basis b, Amount by which demand deposits would be increased if the reporting bank's remprocai demand batances with foreign banks and foreign offices of other U.S, banks (other than insured branches in Puerto Rico and U.S. territones and possessions) that were reported on a net basis ~n Schedule RC-E had been reported on a gross basis c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank's net reciprocal demand balances with the domestic offices of U,S. banks and savings associations and insured branches in Puerto Rico and U.S. temtodes and possessions in Schedule RC-E 12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U.S. tendtodes and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): a. Amount of assets netted against demand deposits b. Amount of assets netted against time and savings deposits 48,000 0 j A5271 425,000 A5281 0 9 10 11.a 11,b 1 12.a 12.b Memoranda (to be completed each quarter except as noted) Dollar Amounts in Thousands 1. Total deposits in domestic offices of the bank and in insured branches in Puerto Rico and U S. territories and possessions (sum of Memorandum items I .a.(1) and l.b.(1) must equal the sum of Schedule RC, item 13,a, and Schedule RC-O, items 5.a and 5.b): a. Deposit accounts of $100,000 or less (1): (1)'Amount of deposit accounts of $100,0000 or less (2) Number of deposit accounts of $100,000 or tess '(to be completed for the June report only) .I b. Depomt accounts of more than $100,000 (1): (1) Amount of deposit accounts of more than $100,000 (2) Number of deposit accounts of more than $100,000 12722 2. Memorandum item 2 is to be completed by alt banks. Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions (see instructions). 3. Has the reporting institution been consohdated with a parent bank or savings association ~n that parent bank's or parent savings association's Call Report or Thrift Financia[ Report ? tf so, report the legal title and FDiC Certificate Number of the parent bank or parent savings association: Text Number 8,704,649 Number 147,755 ~co~1 'BilI Mi~ 1 Thou 2702 t 59,294,000 ~11.000 5597I 65,7~,¢00 M.1.a 1 M.I .a 2 M.l.b 1 M.l.b 2 M.2 FDIC Cert N_.~. N/AIM.3 (1) The dollar amounts used as the basis for reporting in Memoranda items 1 ,a and 1 .b reflect the deposit insurance limits in effect on the report date. Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 0§/08t2003 at 08:08:16 CST FDIC Cedificate Number - 03618 Schedule RC-R--Regulatory Capital FREC 031 RC-21 f- 32,1] Dollar Amounts in Thousands RCFC{ Bil Mil ~ Tier I capital .... J ' ' ' ~I 1. Total equity capital (from Schedule RC, item 28) [ '3'2~0 17 460,000 "J 1 2. LESS: Net unrealized gains (losses) on ava,labfe-for~sale securities (1) ' ' J ' ' : J (if a gain, report as a positive value; if a loss, report as a negative vaiue) ' ~ 84341 408 000 ~2 3~LESS:Netunrea~zed~ss~avaHable-f~r~sa~eEQUjTYsecurit~es~1)(rep~rt~ssas~p~s~tive.va[ue) "j~2;~iJ ' o J 4. LESS: Accumulated net gains (losses) on cash flow hedges (1) (if a gain, report as a positive value; if a loss, report as a negative value) 5, LESS: Nonqualifying perpetual preferred stock 6. Qualifying minodty ~nterests in consolidated subsidiaries 7, LESS: Disallowed goodwdl and other disallowed intangible assets 8. Subtotal (sum of items I and 6, less items 2, 3, 4, 5, and 9.a. LESS: Disallowed servidng assets and purchased credit card relationships b. LESS: Disallowed deferred tax assets 10. Other additions to (deductions from) Tier I capital 11, Tier 'I capital (sum of items 8 and 10, less items 9. a and 9.b) Tier 2 Capital '12. Qualifying subordinated debt and redeemable preferred stock 13. Cumulative perpetual preferred stock includible in Tier 2 capital '14. Allowance for loan and lease losses includible in Tier 2 capital '15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital 16 Other Tier 2 capital components 17. Tier 2 capital (sum of items 12 through '16) 18. AIIowab~e Tier 2 capRal (lesser of item 11 or 17) 19. Tier 3 capita[ allocated for market risk 20. LESS: Deductions for tota] risk~based capital 21. Total risk-based capital (sum of items 11, 18, and 19, less item 20) Total assets for leverage ratio 22. Average total assets (from Schedule RC-K, item 9) 23. LESS: Disallowed goodwill and other disarlowed intangible assets (from item 7 above) 24. LESS: Disallowed servicing assets and purchased credit card relationships (from item g.a above) 25. LESS: Disallowed deferred tax assets (from item 9.b above) 26. LESS: Other deductions from assets for reverage capita~ purposes 27. Average total assets for leverage capital purposes (item 22 less items 23 through 26) .. Adjustments for financial subsidiaries 28.a Adjustment to Tier 1 capital reported in item 11 b. Adjustment to total risk-based capital reported ~n item 21 29. Adjustment to risk-weighted assets reported in item 62 30. Adjustment to average total assets reported in item 27 Capital Ratios (Column B is to be completed by ail banks. Column A is to be completed by banks with financial subsIdiaries) 3% Tier 1 leverage ratio (2) 32. Tier 1 risk-based capital ratio (3) 7~274 33. Total risk-based capital ratio (4) J7275 j (1) Report amount included in Schedule RC, item 26.b, "Accumulated other comprehensive income." (2) The ratio for column $ is item 11 divided by item 27. The ratio for column A is item minus item 28.a divided by 0tern 27 minus item 30). (3) The ratio for cotumn B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29). (4) The ratio for column B is item 21 divided by item 62. The ratio for column A is ~tem 21 minus item 28 b divided by (item 62 minus item 29). '~336 B589J BSg2J 8274J .... (394,000) 0 116,000 i6 913,000 7 16,649,000 8 0 0 9.b 0 10 16,649,000 11 J 5306i 4,172,000 0 13 2,197,000 14 1 22211 2,000 15 j ~94 o 16 .J ~!~11 6,371,000 17 18 gl 6,37'1,000 18 J i'~sJ ~119 ~95'I , 0 J2O 3792J 23,020,000 J21 ,] 3368'I 218,9'13,000 [22 ] as%J 913,000 ]23 ' "0 124 i'"selO J " 0 J25 ,J Bsgsl ' ,, 0 126 . j A2,2,4j 218,000,000 J27 J c22~J 0 J28.a .so31 0 j2.6.b (ColumnA) ~ (CdumnB) J Pementage JRCFI~ Percentage I '" NIAJ 72041 7.64%[31 N/AI 7206J 9.73%J32 N/A1 720~.[ "'13.4S%J33 ~ank On*e, NA Legal T~tie of Bank Transmitted to EDS as 0008815 on 08~08~2003 at 08:08:16 CST FDIC Certificate Number- 03618 FFIEC 031 RC-28 Schedule RC-T--Fiduciary and Related Services Items 12 through 23 and Memorandum item 4will not be made available to the public on an individual institution basis. 1. Does the bank have fiduciary powers? (If "NO", do not complete Schedule RC-T.) 2. Does the bank exercise the fiduciary powers it has been granted? 3. Does the institution have any fiduciary or related ~ctivity (in the form of assets or accounts)? (If "NO," do not complete the rest of Schedule RC*T.) l o.fl s,.o1 A3481 YES 2 ~ YES/NO ~3~S If the answer to item 3 is 'WES", complete the applicable items of Schedule RC-T, as follows: Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related services income greater than 10% of revenue (net interest income plus noninterest income) for the preceeding calendar year must complete: · Items 4 through 19.a quarterly, · items 20 through 23 annually with the December report, and · Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: · Items 4 through 23 annually with the December report, and · Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: ·ttems 4 through 11 annually with the December report, and · Memorandum items 1 through 3 annual[y with the December report. (Column A) '-(~,olumn B) (Column C) (Column D) Managed Non-Managed Number of Number of Assets Assets Managed Non-Managed Accounts Accounts FIDUCIARY AND RELATED ASSE~S RCFD 8888 RCFD 8869 '"R~D 8870 RCFD 8871 4. Personal trust and agency accounts 5,17-.2,000 408,000 . _. 5,439 205 5. Retirement related trust and agency account~i' RCFD S872 '" RCFD 8873 RCFD 8874 RCFD 8875 a. Employee benefit-defined contribution _ 222,000' ,,6:~,00~J' '~25 119 RCFD 8878 RCFD 8877 RCFD 8878 RCFD 8879 b. Employee benefit-defined benefit 364,06~ 438,000" 76 · 44 RCFD 8880 RCFD 8881 RCFD 8882 RCFD 8883 c. Other retirement accounts .... ;244,000 131,060 274 61 RCFD 8884 RCFD 8885 RCFD'C001 RCFD C002 6. Corporate trust and agency accounts _~ 31,000 13,9~_8,_000 7 7,189 RCFD 8886 ,?' RCFD 8888 · ,, ~' '~ 7. Inventment management agency accounts 3,492,000 .... 1,656 ~ ~ ~ ~ ~ RCFD 8890 RCFD 8891 RCFD 8892 RCFD 8893 8. Other fiduciary accounts 1,565,000 400,000 2,062 ............. 180 4 6 7 8 Bank One, NA Legal Title of Bank Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:16 CST FDIC Certificate Number - 03618 Schedule RC-T--Continued FFIEC 031 RC-29 Dollar Amounts in Thousands FIDUCIARY AND RELAj ASSETS--Continued 9, Total fiduciary accounts (sum of items 4 through 8). ,. 10. Custody and safekeeping accounts 11. Fiduciary accounts held in foreign ofices (included ~n items 9 and 10) (Column A) Managed Assets Thou RCFD B894 11,040,000 RCFN Bg00 (Cdumn B) Non-Managed~ Assets Tn[ ~ Bill Md I Thou RCFD B895 15,378,000 RCFD B898 ~7,396,000 (Column C) Number of Managed Accounts (Column D) Number of Non-Managed Accounts RCFD B896 RCFD B897 9,639 7,798 RC~D B899 2,436 RCFN B901 RCFN B902 RCFN B903 0 0 0 0 FIDUCIARY AND RELATED SERVICES INCOME 12. Personal trust and agency accounts 13. Retirement related trust and agency accounts: a. Employee benefit--defined contribution ~90sI 1,000 9907[ 1,000 A4~ 10,000 B9081 10,000 A480t 1,000 B9o91 3,000 ~9~o~ 0 4°,60o 0 5~:,'~''< -;,:% - ' ~ "~'~'~,~, A488 ~ ~A B911 ~A A491 ~A b. Employee benefit---defined benefit c. Other retirement accounts 14, Corporate trust and agency accounts 15. Investment management agency accounts 16. Other fiduciary accounts 17, Custody and safekeeping accounts 18. Other fiduciary and related services income 19 Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule RI, item 5.a) a, Fiduciary and related services income-foreign offices (included in item 19)_~ 20. Less: Expenses 21, Less: Net losses from fiduciary and related services 22, PIus: Intracompany income credits for fiducJary and related services 23. Net fiduciary and related services income 10 11 12 13.a 13.b 13.c 14 15 16 17 18 19 19.a 20 21 23 Memoranda 1, Managed assets held in personal trust and agency accounts: Dollar Amounts in Thousands a. Non interest-bearing deposits b, Interest-beanng deposits ,, c. U.S. Treasury and U.S. Government agency obligations d. State, county and municipal obligations e. Money market mutual funds f. Other short-term obligations g, Other notes and bonds h, Common and preferred stocks i, Real estate mortgages J. Real estate k, Miscellaneous assets I. Total assets of managed personal trust and agency accounts (sum of Memorandum items 1.a through l.k) (must equal Schedule RC-T, item 4, column A) Managed Assets RCFq BIII M~I,'I' ?hOu B913[ N/A B9141 N/A B9151 N/A B9~6 N/A B917 ~NL~A B918t N/A B9191 N/A as2o[ N~A ~ N/A B923 r 8, N/A M,1 .a M,l.b M.l.c M.1 .d *M.l.e M.1 .f M.1 .g M.l.h M,I.i M,1.j M.l,k M.I.I Bank One, NA ~'egal Title of Bank Transmitted to EDS as 0008815 on 08/08t2003 at 08:08:16 CST FDIC Ceraticate Number- 03618 Schedule RC-T--Continued Memoranda--Continued FFIEC 031 RC-30 Dollar Amounts in Thousands Corporate trust and agency accounts: a. Corporate and municipal trusteeships b. Transfer agent, registrar, paying agent, and other corporate agency B927 (Column A) Number of Issues N/A N/A (C~umn ~) ] Principal Amount Outstanding .~_92SI N/A M.2.a [M,2.b (Column A) (Column B) Number of Market Value o' Funds Fund Assets Dollar Amounts in Thousands RcF~ .", ,~ RCFD{, Sii,, i Mi'li i, ~h'p~,, 31 ColIective investment funds an'd c~'rnmon trust funds: ..... ':~ ' a. Domestic equity , ,, B931 N/A B932 N/A b. Intemational/Global e~l'uity ........... ] B933 N/A, B9~ N/A c. Stock/Bond blend B935 NJA e936 N/A ........... N/A B938 N/A d. Taxable bond ............................ B937 e, Municipal bond .... ..................................... B939 N/A B940 N/A f. Short term investments/Money market B941 .... ,N/A B942 N/A g. Specialty/Other B943 N/A B944 N/A h. Total collective investment funds (sum of Memorandum items 3.a through 3.g) ~ B945 ................ N/A B946 N/,A M3.a M.3.b M.3.c M.3.d M.3.e M.3.f M.3.g M.3h (Column A) Gross LossesI Gross Losses Managed Non-Managed Accounts Accounts Dollar/~nounts in Thousands I R,Aol 4, Fiduc~aw settlements, surcharges and other losses: I - a. Personal trust and agency accounts b. Retirement reJated trust and agency accounts c. Investment management agency accounts d. Other fiduciary accounts and related services e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 21) Bg47 N/A B950 N/A B953I %~1 ~A S9511 N/A s9541 N/A .957t N/A "' (Column C) Recovenes ~ ~9491 N/A B9521 NVA B~5t N/A ",~fl ......... ~A M.4.a M.4.b M.4.c M.4.d ~9~9'I N/A M.4.e Person to whom questions about Schedule RC-T--Fiduciary and Related Services should be directed: John D~ble. Accountant Name and Title (TEXT B962) john dibte@bankone.com E-mail Address (TEXT B926) 614- 248-4772 614-244-2213 Telephone: Area code/phone number/extension (TEXT B963) FAX: Area code/phone number (TEXT B964) Optional Narrative Statement Concerning the Amounts Reported in the Reports o1' Condition and Income at close of business on June 30, 2003 Transmitted to EDS as 0008815 on 08/08/2003 at 08:08:18 CST Bank One, NA Chicaqo IL. Legal Title of Bank City State FFIEC 031 R0-31 The management of the reporting bank may, if it wishes, submit a bdef narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made avaiIable to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the information, reported in Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be reteased to the pubhc. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STA'[EMENT DOES NOT CONT, NN THE NAMES OR OTHER IDENTIFICATIONS OF INDMDUAL BANK CUSTOMERS, RE]=ERENCES TO ~I~E AMOUNTS REPORTED IN 'rile CONFIDENTIAL rrEMS IN SCHEDULE RC-T, OR ANY OTHER INFORMATION THAT THEY ARE NOT WiLUNG TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment' box betow and shouId make no entdes of any kind in the space provided for the narrative statement; I.e., DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The opt~onaI statement must be entered on this sheet. The state- ment should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 char- acters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer-tTle releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its acuracy. If, subsequent to the odginal submission, matenaI changes are submitted for the data reported in the Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the trucnation of the statements exceeding the 750-character limit described above.) THE STATEMENT WILL NOT BE EDGED OR SCREENED IN ANY WAY BY THE SUPERVI- SORY AGF_NCIES FOR ACCURACY OR RELEVANCE. DISCLO- SURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CON- FIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUB- MITI-ED BY THE MANAGEMENT OF THE REPORTING BANK. X = NO COMMENT Y = COMMENT BANK MANAGEMENT STATEMENT (please type or print clearly): TEXT ( 70 characters per line ) ~ State of Michigan Deposits - $430 million 16sT~l Y Signature of Executive Officer of Bank Date of Signature THIS PAGE IS TO BE COMPLETED BY ALL BANKS Transmitted to EDS as 0008815 on 08/0812003 at 08:08:16 CST NA~E AND ADDRESS OF BANK Bank One, NA I Bank One Plaza, Ste IL1-0309 Chicago, IL 60670 OMB No. For OCC: 1557-0081 OMB No, For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 4t30t2006 SPECtAL REPORT (Dollar Amounts in Thousands) CLOSE OF BUSINESS DATE 6/30/2003 [ FDIC CedJficate Number 3618 LOANS TO EXECUTIVE OFFICERS (C, omp!ff!e as of each Call Rep9~ Date) The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition. With each Report of Condition, these Laws require ali banks to furnish a report of all loans or other extensions of credit to their excutive officers made since the date of the previous Report of Condition, Data regarding individual loans or other extensions of credit are not required, if no such loans or other extensions of credit were made during the pedod, insert "none" against subitem (a). (Excluded the first $I 5,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 2'15.2 and 215.3 of Title 12 of the Code of Federal ReguLations (Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. a. Number of loans made to executive officers since the previous CalI Report date b. Total dollar amount of above loans (in thousands of dollars). c. Range of interest charged on above loans { (example: 9-3/4% = 9.75) 1 770i [ ..... From t To I 0.0 ,%t I o,00%,}c SIGNATURE AND TTTLE OF OFRCER AUTHO~!7~f3 TO SIGN REPORT DATE (Month, Day, Year) Federal Financial Institutions Examination Council OMO Numbec, 7100-0038 OMB Numbe~. ~ Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices--FFIEC 031 Report at the close of business September 30, 2003 This report is required by law: 12 U.S.C. §324 (State member banks); 12 U,S.C. §1817 (State nonmember banks); and 12 U.S.C. §151 (National banks). ~2Q030~3~) (RCR! This report fern1 Ls to be filed by banks wffh branches and solklated subsidiaries t~ U,S, terriro~s and possessions, Ec~ Agreement subakllaries, foreign branches, consolidated fore~.. subsidiaries, or International Banking Facilities. NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks. I, W11tiam L. T;.baka, Senior Vice President Name and TI~ et orr~cer ~ed to Sign RelX~t of the named bank do hereby decflare that the Reports of Condition and income (lndudlng the auppodJng schedu, lea) for this report date have been prepared in conformance with the instrdctions Issued by the approp~ate Federal regulatory authority ~lnd are true to the best of my knowledge and Signature of (~t~l~:er Authodzed to Sign Report 1118t20Q3 Oate of Signature The Reports of Condition and Income are to be prepared in , accordance with Federal regulatory authority InStructions. We, the undersigned directdrl (trustees), attest to the correctness of the Report of Condition (Including the supporting schedules) for this report date and declare that It has been examined by us and to the beat of our knowledge and bailer has been prepared in conformance with the Instructions Issued b/y.~e4pproprlate Federal regulatory authority and~"C~e and correct. Submission of Report~ Each bank must prepare its Rape .r~ of Condition and Income either. (a) in electronic form and then file the computer data file directly with [he banking agencies' collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette; or (b) in hard-copy (paper) form and arrange for another party to convert the paper report to electronic form. That party (If other than EDS) must transmit the bank's computer data file to ED$. For electronic filing assistance, contact EDS Call Report Services, 13890 Bishops Ddva, Suite 110, Brookflekt, WI 53005, telephone (800) 255-1571. To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer-generated version of this page) to the hard-copy record of the camporee report that .the bank pieces I.n its files. FDIC Certificate Number, 03618 Bank One~ NA ...... (RCR19050) Legal TrUe Of Bzmk (TEXT 0010} Chicago c~ (TEXT e~=0) IL S0870 ..... SLate Abl~ev, ~EXT 9200) ZIp COde (TEXT 0220) Ioard of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Offi~ of the Comptroller of the Curmn¢ Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices FREC 03~' Page i Table of Contents Signature Page Cover Contact Information ii Report of Income Schedule RI - Income Statement RI-l, 2, 3 Schedule RI-A - Changes in Equity Capital Schedule RI-B ~ Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses RI-4, 5, 6 Schedule RI-D - Income from International Operations Schedule RI~E - Explanations RI-7, 8 Disclosure of Estimated Burden Secretary Board of Governors of the Federal Reserve System Washington, D.C. 20.551 Legislative and Regulatory Analysis Division Office of the Comptroller of the Currency Washington, D.C. 20219 Assistant Executive Secretary Federat Deposit Insurance Corporation Washington, D.C. 20429 Report of Condition Schedule RC - Balance Sheet ~ RC~I, 2 Schedule RC-A - Cash and Balances Due From Depository Institutions RC-3 Schedule RC-B - Securities RC-3, 4, 5 Schedule RC-C - Loans end Lease Financing Receivables: Part t, Loans and Leases RC~6, 7 Part II. Loans to Small Businesses and Small Farms (to be completed for the June report only; not [ncluded in the forms for the September and December reports) __ RO-Ta, 7b Schedule RC-D. Trading Assets and Liabilities (to be completed only by seJected banks) __ RC-8 Schedule RC-E - Deposit Liabilities .... RC-9, 10 Schedule RC-F. Other Assets. RC-11 Schedule RC-G. Other Liabilities RC-11 Schedule RC-H - Selected BaIance Sheet Items for Domestic Offices RC-12 Schedule RC-I -Assets and Liabilities of IBFs_ RC.12 Schedule RC-K - Quarterly Averages ~ RC-13 Schedule RC-L - Derivatives and Off-Balance Sheet Items ,,, RC-14, 15 Schedule RC-M. Memoranda RC-16 Schedule RC-N - Past Due and Nonaccmal Loans, Leases, and Other Assets ..... RC-t7, 18 Schedule RC-O. Other Data for Deposit Insurance and FICO Assessments Schedule RC-R - Regulatory Capital ..... Schedule RC-S - Servicing, Securitization, and Asset Sales Activities RC-19, 20 RC-21,22, 23,24 RC-25,26,27 Schedule RC.T. Fidudary and Related Services Optional Narrative Statement Concerning the Amounts Reported In the Reports of Condition and Income RC-28, 29, 30 RC-31 Special Report (to be completed by ail banks) For information or assistance, National and State nonmember banks should contact the FDIC's Reports Analysis and Quality Control Section, 550 17th Street, NW, Washington, D.C. 20429, toil free on (800) 688~FDIC(3342), Monday through Fdday between 8:00 a.m. and 5:00 p,m., Eastern time. State member banks should contact their Federal Reserve District Bank. FF]EC 031 Pac.:jo il Emergency Contact Information This information is being requested so the Agencies can distribute critical, time sensitive information to emergency contacts at banks. Please provide pdmary contact information for a senior official of the bank who has decision-making authority. Also provide information for secondary contact if available Enter "none" for the contact's e-ma~l address or fax number if not available. Emergency contact information is for the confidentiaI use of the Agencies and will not be released to the pubhc. Primary Contact Secondary Contact Matthew A, Reece Name {TEXT C366) Vice President Ti'Jo (TEXT C367) Matthew_A_Reece@bankone.com E-Ma~t Address (TEXT C368) 3~2-407-368S Telephone; Area code/phone number/extension (TEXT C369) 312-407-5698 Fax: Area code/phone number (TEXT C370) David Trzesniewski Name (TEXT C371) First Vice President TitJe (TEXT C372) david_trzesniewskl@bankone.com E-Mad Address (TEXT C373) 312-407-1669 Telephone; Area code/phone numberlextenslo.q (TEXT C374) 312-407-5698 Fax Area code/phone number {TEXT C375) USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact information This information is being requested to identify points-of-contact who are in charge of your depository institution's Section 314(a) searches and who could be contacted by federal law enforcement officers for additional information related to anti.terrorist finan~ng and anti-money laundering. Please provide information for a secondary contact [f available. Enter "none" for the contacts's e-mail address or fax number if not avaiIable. USA PATRIOT Act contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact Secondary Contact Phil A Deluca Name (TEXT C437) First Vice President T~Ue (TEXT C438) phllllp_a_deluca~bankone.com E-Matt Address (TEXT C439) 614-213-3196 Telephone: Area code/phone number/extension ~EXT C440) 614-213-4548 Fax: Area code/phone number (TEXT C441) John W Dyer Name (TEXT C442) Senior Investigator Ti~ie (TEXT C443) ~ohn_w_dyer(i~bankone.com E-Mail Address (TEXT C444} 614-248-3722 Telephone: Area code/phone number/extension (TEXT C445] 6'14-248-8978 Fax: Area code/phone number (TEXT C446) Bank One, NA Legat Title of Bank Chicago c~y IL 60670 State Zip Code TransmiEed to EDS as 0013340 on 11/07/2003 at 11 :t8:11 CST FDIC Certificate Number- 03618 FREC 031 RI-1 Consolidated Report of Income for the period January 1, 2003- September 30, 2003 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. Schedule RI--Income Statement Dollar Amounts in Thousands 1. Interest Income: a. Interest and fee income on loans: (1) in domestic (a) Loans secured by real estate (b) Loans to finance agricultural production and other loans to farmers (c) Commemial and industrial loans (d) Loans to individuals for household, family, and other personal expenditures: (1) Credit cards (2) Other (includes single payment, installment, ail student loans, and revolving credit plans other than credit cards) (e) Loans to foreign governments and officiaI institutions (f) All other loans in domestic offices (2) In foreign offices, Edge and Agreement subsidiaries, and IBFs (3) Total interest and fee income on loans (sum of items 1 .a.(1)(a) through 1 .a,(2)) b. Income from lease financing receivables c. Interest income on balances due from depository institutions: (1) d. interest and diwdend income on securities: (1) U.S. TreasuW securities and U.S. Government agency obligations (excluding modgage-backed securities) (2) Mortgage*backed securities (3) Ail other securities (includes securities issued by states and political subdivisions in the U.S,) e, Interest income from trading assets f. Interest income on federal funds sold and securities pumhased under agreements to resell g. Other interest income h, Total interest income (sum of items 1 ,a,(3) through 1,g} ...... 2, Interest expense: a. Interest on deposits: (1) Interest on deposits in domestic offices: (a) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (b) Nontransaction accounts: (1} Savings deposits (includes MMDAs) (2) 'rime deposits of $100,000 or more (3) Time deposits of less than $100,000 (2) Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and fBFs b. Expense of federal funds purchased and securities sold under agreements to repurchase c. interest on trading liabilities and other borrowed money (1) Includes interest income on time certificates of deposits not held for ~'ading. 1,196,000 19,000 1,026,000 ~ 183,000 405~ I 0 B487 330,000 4059 196,000 4OlO~ 3,721,000 ~ 284,000 41151 22,000 99,000 843,000 1,a.l.a 1,a.l.b l,a.l.c 1.a,l.d.1 1,a,1,d.2 1,a.l.e 1.a.l,f 1,a.2 1.a,3 1,b 1,c 1,d.1 1.d.2 816,000 1,d.3 27,000 l.e 133,000 1.f 23,000 1.g 5,968,000 1.h 16,000 2.a.l.a 448,000 2.a.1.b. 1 228,000 2.a.1.b.2 350,000 2,a.1.b.3 235,000 2.a.2 109,000 2.b 579,000 2.c Bank One, NA FFIEC 031 'L~ga] Titte of Bank RI-2 Trahsmitted to EDS as 0013340 on t 110712003 at 11 18'11 CST FDIC Certificate Number - 03618 Schedule RI--Continued t' 'Year-to-~at~ . Dolla,? Amounts,!0, Thousands R~ADt 13il I' Mill Tho~ 2. Interest expense ( ,ontinued): d. Interest on subordinated notes and debentures .... 42001 .... 148,000 2.d e. Total interest expense (sum of items 2.a through 2.d) 40731 2,t13.000 2.e 3, Net interest income (item 1.h minus 2.e) , . "",~.-',',~ .... ~'~ ~'~¢" 4~?~. I' ' 3,855,000 J: ........ ~..~ ~¢. ,?,' ~.'~. ---- ,, , 4. Provision for loan ~ nd lease losses '~ ~',¢-::¢'I ~'~'¢'~'~'- '~" 42301696,000 5. Noninterest income; a, Income from fiduciaw activities (1) ,. .,,, 4070 65,000 5.a b. Se~me charg ~ on deposit ac~unts in domestic offices ....... 4o8o ' '~,075,000' 5.b c. Trading revenue (2), , , ....... ~2o 226,000 5,c d. Investment banking, advisow, brokerage, and unde~nting fees .... ~s-:, ' r:,,., and commissions~ , ........ ~4~ ' ' ~7,080 5.d e. Venture ~pitat evenue ............... B491 0 f, Net se~idng ~s~ , ............. a492~ 0 5.f g. Net se~dtbafion income ..... B493 ...... 1,093,000 5.g h. (1) Unde~rlttng Income from Insurance and reinsurance activities _ c3~6 0 5.h.1 (2) Income from other insurance activities .... c387 0 5.h.2 ~ 74,000 5.i i. Net gains (losses) on ~les of loans and leases ,, j. Net gains (losses) on sales of other real estate owned ..... ~15 (2,09~' 5.j k. Net gains (losses) on sales of other assets (excluding securities) ~ 5,000 5.k ~7 712,00d" L O~er st in.me* , . m, Total noninterest in.me (sum of items 5'.a ~rough 5.1) .... ~ '"";'c' *~'¢;'~¢.,~,¢*~:~;.¢'~'~ s?;~'% 4079 3,285,000 5.m 6. a, Realiz~ gains (losses) on held-to~atud~ securities b. Realbed gains ([~ses) on availabl~for-sale securities ~ ~O(,;~.'~;;~?*'~ [ 3~ 41,00~ 6.b 7, Noninterest expense: a. Salades and employee benefits 4135~ .... 1,320,000 7.a b. Expenses of premises and fixed assets (net of rental income) (excluding 1es and employee benefits and modgage interest) 42,~,, '"'"'455,00d" 7.b c. (1) Go~ill impai~ent losses ,., ,,0216~ , 0 7.c.1 (2) Amo~zaUon expense and impai~ent'~osses for o~er [n~ngible assets ...... c232 ~ ......... 6,000 7.c.2 d, Other noninterest expen~ * ......... 4°921 2,~61 ~0~ 7.d e. To~I nonmterest expense (sum of items 7,a through 7.d) , ,, ,~~~ ~ 4,242,0~'0 ~ 7.e 8. ~ncome (loss) before income taxes and extraordinaw items, and other adjus~en~ (item 3 plus or minus items 4, 5.m, ....................... 9. ~pll~b[e ~n~me ~xes (on item 8) ....... ~~ ~ 9 10 Income (loss) before extmordinaw items and o~er adjusments (item 8 minus item 9) ........ 11, E~raordinaw terns and o~er adjus~en~, net of m~me taxes ..................... ~~ 43201 20,000 11 12, Net in.me (Io~) (sum of items 10 and 11) ............................ ! ~~ 4~o 1,553,000 12 ' Describe on Schedule RI-E - Explanations. (1) For banks required to complete Schedule RC-T, items 12 through 19, income from fiduciary activities reported in Schedule RI, item 5.a, must equa[ the amount reported in Schedule RC-T, item 19. (2) For banks required to complete Schedule Ri, Memorandum item 8, trading revenue reported in Schedule R1, item 5.c must equal the sum of Memorandum items 8.a through 8,d. Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at I1.18:tl CST FDIC Certificate Number * 03618 Schedule RI--Continued FF]EC 031 RI-3 Memoranda Dollar Amounts in Thousands I. Interest expense incurred to cany tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes ~ 2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8) 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b) 4. Income on tax-exempt securities issued by states and poIiticat subdivisions in the U S. (included in Schedule RI, item 1.d,(3)) 5. Number of full-time equivaIent employees at end of current pedod (round to nearest whole number) 6. Not applicable 7. If the reporting bank has restated its balance sheet as a result of appIying push dowr accounting this calendar year, report the date of the bank's acquisition (1) 8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule RI, item 5.c) (To be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year,): a. Interest rate exposures ......... b, Foreign exchange exposures c, Equity secudty and index exposures d. Commodity and ether exposures 9. Impact on income of derivatives held for purposes other than trading: a. Net increase (decrease) to interest income b. Net (increase) decrease to interest expense .... c. Other (noninterest) allocations 10. Credit losses on derivatives (see instructions) 11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year ? (1) For exampie, a bank acquired on June 1,2001, would report 20010601 2,000 M.1 37,000 M.2 21,000 M.3 33,000 M.4 28,452 M.5 N/A M.7 .?sT/ 116,00o IM.8,a 87S~! 78,000 IM.8.b 8759~ 5,000 j 8760[ 27,000 j M.8.d R~AOt Bill MiJ IThov ] 87~ 1 (3'O00) lM'9'a $7621 (224,000~)J M,9.b "'e~ I (465,000)lM.9.c ~S t NO iiiiM. Bank On'e, NA 'Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Cer'dficate Number- 03618 Schedule RI-A--Changes in Equity Capital Indicate decreases and tosses in parentheses, Dollar Amounts in Thousands FFIEC 031 R~-4 1, Total equity capital most recently reported for the December 31, 2002, Reports of Condition and Income (Le. after adjustments from amended Reports of Income) 2. Restatements due to corrections of material accounting errors and changes m accounting principles* 3. Balance end of previous calendar year as restated (sum of items I and 2) 4. Net income (~oss) (must equal Schedule RI, item 12) 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions) 6, Treasury stock transactions, net, 7. Changes incident to business combinations, net 8. LESS: Cash dividends declared on preferred stock 9. LESS; Cash dividends declared on common stock 10. Other comprehensive income (1) 11. Other transactions wffh parent holding company * (not included in items 5, 6, 8, or 9 above) 12. Total equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 28) 17,54t,000 1,553,000 0 0 782,000 0 1,713,000 (696,000) 17,310,000 3 5 6 7 8 9 10 11 12 ' Describe on Schedule Rt-E - Explanations. (1) Includes changes in net unrealized holding gains (losses) on available-for-sate securities, changes in accumulated net gains (tosses) on cash flow hedges, foreign currency translation adjustments, and changes in minimum pension liabilib/adjustments. Schedule RI-B--Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses Part L Charge-offs and Recoveries on Loans and Leases Part I Includes charge-offs and recoveries through the allocated transfer risk reserve. ( Column A ) 1 ( Column lc-offs (1 } Recoveries 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices b, Secured by farmland in domestic offices c. Secured by 1-4 family residential properties in domestic offices: (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under tines of credit (2) Closed.-end loans secured by %4 family residential properties: (a) Secured by first liens (b) Secured by junior liens d. Secured by multifamily (5 or more) residentiaI properties in domestic e. Secured by nonfarm nonresidential pmped[es in domestic offices f. In foreign offices 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions b, To foreign banks 3, Loans to finance agricultural production and other loans to farmers 4. Commercial and industrial loans: a. To U.S. addressees (domicile) b. To nomU.S, addressees (domicile) (1) ~nclude write-downs adsing from transfers of loans to a held-for-sale account. 363,000 14,000 3,000 1.a 0 1.b 6,000 8,000 2,000 2,000 9,000 0 0 2,000 0 118,000 7,000 1.c.1 1.c.2.a 1.c.2.b 1.d 1,e 1.f 2.a 2.b 3 4.a 4.b Bank One, NA Legal Titte of Bank Transmitted to EDS as 0013340 on 11t0712003 at 11:18:11 CST FDIC Ceddficate Number - 03618 Schedule RI-B--Continued Part I. Continued Doltar Amounts in Thousand,, 5. Loans to individuals for household, tamily, and other personai expenditures: a. Credit cards b, Other (includes single payment, installment, alt student loans and revolving credit plans other than credit cards) 6. Loans to foreign governments and official institutions __ 7. Alt other loans 8. Lease financing receivables: a, To U.S. addressees (domicile) b. To non-U.S, addressees (domicile) 9. Total (sum of items 1 through 8) ( Column A~) ] ( Column ..... Charge-offs,(1) Recoveries Calendar year-to-date 42,000 5.a 32,000 5.b 0 6 7,000 7 11,000 8.a 0 0 8.b '1,163,000 249,000 9 FREC 031 RI-5 Memoranda Dollar Amounts in Thousands 1. Loans to finance commercial real estate, construction, and land development activities (not secured by rea[ estate) included in Schedule RI-B, part I, items 4 and 7, above 2. Loans secured by real estate to non-U.S, addresses (domicile) (included in Schedule RFS, part I, item 1, above): 3. Not applicable. 4) Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes, Uncollectible retail credit card fees and finance charges reversed against income not Included in charge-offs against the allowance for loan and lease losses) (1) Include write-downs adsing from transfers of loans to a held-for-saIe account. ( Column ,~ ) I ( Column B ) Charge-off~.(1 ) Recoveries ,, Calendar year-to-date ' ] ~,652 1 0 1'~62 ] ..... 0IM,2 Calendar year-to-date B" I'M, IT~ou 62,000 IM.4 Bank ONe, NA "Legal Titte of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:tl CST FDIC Certificate Number - 03618 FFIEC 031 RF6 Part tl. Changes in Allowance for Loan and Lease Losses ,,, Dollar Amounts in Thousands RiADI ~il I Mil I Thou :he De,ember 31, 2002, Reports of (~'0ndition Yom amended Re~s of In.me) .... a,s~2,~ 3,525,000 9, ~lumn B above) ...... 4605[ 249,000 :[, item 9, column A above C079 1,089,000 nsfers of loans to a held-for-sale a~ount 5s23 74,000 (must equal Schedule RI, item 4) ........ 4230 696,000 :his schedule) ..... C233 (35,000~ of items 1,2, 5, and 6, ]ess items 3 and 4) ........ ~,] ...... 3,272,000 l. Balance most recently reported for th, and Income (i.e,, after adjustments from ~ 1 2. Recoveries (must equal part I, item 9, 2 3, LESS: Charge-offs (must equal l: less Schedule RI-B, part Ii, item 4) 3 4, LESS: Write-downs adsing from trans 4 5. Provision for loan and lease tosses ~ 5 6. Adjustments * (see instructions for this schedule .6 7. Balance end of current period (sum (must equat Schedule RC, item 4.c) 7 Memoranda Dollar Amounts in Thousands 1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges ..... 3. Amount of allowance for loan and leases losses attributable to retail credit card fees and finance charges M.2 M.3 * Descnbe on Schedule RI-E~Explanations. Schedule RI.D~lncome from International Operations For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs where international operations account for more than 10 percent of total revenues, total assets, or net income. I Year-to-Date '~o Bi~ ~ t Thou Dollar Amounts in Thousands ] 1, Interest income and expense attributable to international operations: a. Gross interest income b. Gross interest expense ,, , 2. Net interest income attributable to international operations (item 1.a minus 1,b) 3. Noninterest income and expense attributable to international operations: a. Noninterest income attributable to international operations b. Provision for loan and lease tosses attributable to international operations c. Other noninterest expense attributable to international operations d, Net noninterest income (expense) attributable to international operations (item 3.a minus 3,b and 3.c) 4. Estimated pretax income attributable to international operations before capital allocation adjustment (sum of items 2 and 3.d) 5. Adjustment to pretax income for internal aUocations to intemaUonal operations to reflect the effects of equity capital on overall bank funding costs 6. Estimated pretax income attributable to international operations after capital allocation adjustment (sum of items 4 and 5) 7. Income taxes attributable to income from international operations as estimated in item 6 8. Estimated net income attributable to international operations (item 6 minus 7) .S52.3 332.,~00 B524 3~,0~00 BS25[ 1,000) 4097,1l 166,000 4235t 7,000 4239 ~ 127,000 32,000 31,000 4s4e i 17,000 ~47971 4.000 4341 I 13,000 1.a 1.b 2. 3.a 3.b 3.c 3,d 4 5 6 7 8 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Ce~ficate Number - 03618 Schedule RI-E--Explanations Schedule Ri-£ is to be completed each quarter on a calendar year-to-date basis, Detail ail adjustments in Schedules Rf-A and RI-B, alt extraordinary items and other adjustments in Schedule RI, and ail significant items of other non[nterest income and other noninterest expense in Schedule RI. (See instructions for details.) ' year:to. Date t. Other nc~nintere~'income (from schedule RI, item 5:t) .................... Dollar Amgun~ in Thou,sands R~AD I Bil I'Mi! I Thou Itemize and descdbe amounts that exceed 1% of ~e sum of ., ,~¢,, a.. . ........ income and fees..from the printin9 and sal~ qf.checks co~3 b. . ........ Earnings on~ncr~.ase in value of ~sh surrender value 0f life insurance co14 0 c. ....... Income and fees from au[umat~ ~eller ~k~&"(ATMs)'..'. . ' ' cole 0 d.'.. . Rent an~ other in,me from other rea~ estate,.....°w~. 40~2 0 e. Saf~ deposi~ box rent f. '"~61 Credit ~rd interchange fees ..... C015 ..... ~6~ 564,000 h, 4463 .... Itemize and des~be amounts that exceed 1% of the sum of .,7~/~;~;,~t a. Data pmcessin~ expenses c017 0 b. Ad~?dising ~n¢ ma~gfing expenses ~97 0 c. DirectoCs fees e., ......... PosSe ......... ~o3 '" 0 f. , Le~at fees and expenses, ' .... , ............. r'4141 ' ' '0 g. FDIC de.sit insurance assessments ............... 4146 ' ' h. 44~ A~liate related expense ..... ~ 1,~8,00~ ............... , ~67 ~A 3. E~aord~naw items a~d'o~er adjustmen~ and appli~bte incom& ~x effe~ (from ~ch~ule RI, "" ~'~~' item 11) (itemize and describe aH e~raordina~ items and other adjustment): ~.,,~~ ~2,006: plible in,me tax effe~ ......... ' ....... . ................. 14488j 12.000 b (1 .... ' ..... ppli~ble in,me tax effe~ ~ 4488 1 ' 0 FFIEC 031 RI-7 1,a ~.f 1.h 2.a 2.d 2.e 2,f 2.g 2.1 2.j 3,a,1 3,a.2 3,b, 1 3.b.2 3,c, 1 3.c.2 Bank OHe, NA · Legal Title of Bank Transmitted to EDS as 0013340 on 1 I107t2003 at 11:18:11 CST FDIC Certificate Number - 03618 FREC 031 RI-8 Schedule RI-E--Continued I Year-to-Date Dollar Amounts in Thousands I RI^PI "~I I Mii '1 Thou 4, Restatements due to corrections of mateda[ accounting errors and changes in accounting principles (from Schedule Ri-A, item 2) (itemize and descdbe aR restatements): 5. Other transactions with parent holding company (from Schedule RI-A, ~tem 11) (itemize and describe ali such transactions): ~ Capital infusion from parent a. b. [44~99 t Ratum of ,cap,i!al, to parent 6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 6) (itemize and descnbe all adjustments): a. ~Transfers to affiliates b. 1 4522 }T~'ansfers due to m~rged institutions 7. Other explanations (the space below is provided for the bank to bdefly describe, at its option, any other significant items affecting the Report of income): R~AO X.= NO COMMENT- Y = COMMENT f.76sl X I Other explanations (please type or print clearly): TEXT ( 70 characters per line ) Bank One, NA Lega~ Title of Bank ,. Chicago ,, tL 60670 State Zip Code Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDiC Certificate Number- 03618 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for September 30, 2003 Alt schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter, Schedule RC--Balance Sheet ASSETS Ooltar Amounts in Thousands 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1).. . b. Interest-bearing balances (2) 2. Securities: a. Held-to-maturity securities (from Schedule RC-8, column A) b. Avaiiab[e4or-sate securities (from Schedule RC-B, column D) 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices b. Securities purchased under agreements to resell (3) ,, 4, Loans and lease financing receivables (from Schedule RC-6}: a. Loans and leases held for sate b, Loans and leases, net of unearned income c. LESS: Allowance for loan and lease losses d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) __ 5. Trading assets (from Schedule RC~D) 6. Premises and fixed assets (including capitalized leases) 7. Other real estate owned (from Schedule RC-M) .......... 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 9, Customers' liability to this bank on acceptances outstanding 10. Intangible assets: a. Goodwill 3,272,000 b, Other intangible assets (from Schedule RC-M), 11. Other assets (from Schedule RC-F) 12. Total assets (sum of items 1 through 11) (1) lnc~lud~s cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. 14,869,000 3,248,000 0 54,330,000 11,329,000 7,365,000 1,478,000 77,000 847,000 63,000 11,606,000 216,452,000 FFIEC 081 RC-1 2.a 2.b 3.a 3.b 4,a 4.C 4.d 5 6 7 8 9 10.a 10.b 11 12 Bank Oho, NA FREC 031 "Legal TiUe of Bank RC-2 Transmitted to EDS as 0013340 on 11/0712003 at 11:18:11 CST FDIC Certificate Number * 03618 ~ Schedule RC--ContJnued .......... DoIIar Amounts in Thousands ~.~/~.~ Bil'I Mil 1 Thou LiABiLITIES ~~ ...... 13. Deposits: a. In domestic offices (sum of ~otals of ~lumns A and C ~om Schedule RC-E, A~'~',~:~ (1) Nonin{er,st-bead~(~) ~?s, I ~2',380.00~ (2) ~nterest-beadng ~636 ] "82,993~000 b. ~n foreign offices, Edge and Agreement subsidiaries, and IBFs RCF~?;~,~.¥~, ~.,%.. ~1 '"22,=s,000 (from Sch~ule RC-E, pa~ II) (1) Noninterest-bearing ~3~1 .... 291,000 (2) interest-bearing ...... ~36] 21',937,000 14, Federal funds purchased and securities sold ~nder agreements to repurchase. RCO~ a. Federal funds purchased in domestic offices (2} ........... ~993 3,979~000 b. Securities sold under agreements to repurchase (3) ...................... B995 6,031,000. 15. Trading fiabi[ifies (Eom Sch~u~e RC-D) .... 384~ 5,214,000 16. Other ~owed money (includes mo~gage"indebt~n~ss and o~lig~t~ons u.~., ~.~ta~=~ ~e~s.s) (r~om S:h.d.~. RC-U) ....................... ~1 2~,~S3,000 17. Not appli~ble 18, Bank's Iiabi]i~ on a~eptances executed and ou~nding 2920 ~8,000 19, Su~rdJnated notes and debentures(4) .......... 32~ 4,827,000 20, Other liabilities (Eom Sch~ule RC-G) .................. 293o 6,221,000 21. To~t liabilities (sum of items 13 through 20) ......................... 29481 199,024,000 ~, Minori~ interest in consolidated subsidiaries ........................... 3o~: 118,000 EQUI~ C~IT~ 23, Perpetual prefe~ed stock and retat~ surplus ......... 3838 0 24. Common stock,, ............. "~2~' ' 201,000 25, Su~lus (exclude all su~lus related to prefaced stock) ....... ,3~, 9,1~,000 26. a. Re~ined earnings ........................... 3632 7,9~,000 b. Accumulated other ~mprehe~V~ in.me (5) ............................... ' 27. O~er equi~ ~pital ~m~nents (6) .................. A~30 0 28. Tetat equi~ ~pi~l (sum of items 23 through 27) ........... 32t0 17,310,000 29. Total liabilities, minod~ interest, and ~ui~ ~pi~l (sum of items 21, ~, and 28) 3300 216,452,000 13.a 13.a. 1 13,a.2 13.b 13.5.1 13.b.2 14.a 14,b t5 19 20 21 22 23 24 26.a 26.b 27 28 29 Memorandum To be reported only with the March Report of Condition, i. Indicate in the box at the dght the number of the statement below that best describes the most comprehensive Ievei of auditing work performed for the bank by independent external [~,c,~ Number i auditors as of any date dudng 2002, 167241 N/AiM. 1 1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank conducted with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financml reporting by a certified pubtic accounting 5rrr in accordance with generally accepted auditing standards by a certified public accounting tim' (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by extema~ auditors 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work (1) tncludes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money," (3) Includes ail securities repurchase agreements in domestic and foreign offices, regard[ess of maturity. (4) Includes limited-life preferred stock and related surplus. (5) ~ncludes re~ ~,nreal~zed holding gains (losses) on available-for-sa~e securities, accumulated net gains (Io~.ses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares. Bani( One, NA Legal Title of Bani( Transmitted to lEDS as 0013340 on 11/07/2003 at 11' 18.11 CST FDIC Certificate Number- 03618 Schedule RC-A--Cash and Balances Due From Depository Institutions Exclude assets held for trading. Dollar Amounts in Thousands 1. Cash ~tems in process of collection, unposted deb~ts, and currency and coin a, Cash items in process of collection and unposted debits b. Currency and coin 2. Balance due from depository institutions in the U.S. ._ a. U,S. branches and agencies of foreign banks (including their IBFs) b. Other commercial banks in the U.S. and other depositoW institutions in the U.S. (including their [BFs) 3. Balances due from banks in foreign countries and foreign central banks a. Foreign branches of ether U,S. banks b. Other banks in foreign countries and foreign central banks 4. Balances due from Federal Reserve Banks 5. Total (sum of items 1 through 4) (total of column A must equal Schedule RC, sum of items l.a and 1.b) __ 18,117,000 (Column B) D(3mestic Offices 1 8,238,000 1.a 1,373,000 1.b 2 2.a 2.b 12,000 3 3.a 522,000 4 11,590,000 5 FFIEC 031 RC-3 Schedule RC-B--Securities lExctude assets held for trading, ......... ~eld]t ,o~aturib/ , , Available.for. sal~ ' (Column A) (Column B) (ColaS'tn C)' (Col'Utah Amortized Cost Fair Value Amortized Cos~ Fair Vatue )liar A~,ounts in Thousands ecurities 021il i . 0 o213t 0 ~2s~I 4,065,000 ~71 4,028,000 nt agency 0b,ga~o"s 3. Government agencies (1' 128eI 0 '129oI ,.~ ....... ~0~'~12911 i9,000 12931 19,000 '~, Government-sponsored :~~ ........ ~i o ~"~I , "'b ~?t 984,ooo ~gsI 97~,000 ,d by states and ~ions in the U.S, _. ~ge [ 0 ~9~' ' 0 ~98] 1,077,000 .,~, 1,120,p0~ 1. U.S. Treasur 2, U,S. Govemm, 1 (exclude mortga! a, Issued by 2.a b, Issued by U.S, agencies, 3. Securities issued 2,b political subdivision 3 (1) IncIudes Smatl Business Administration 'Guaranteed Loan Pool Certificates,' U,S. Madtime Administration obligations, and Export - Import Bank participation certificates, (2) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, The Federa~ Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. Bank ONe, NA · Legal TiUe of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 1 !:18:11 CST FDIC Certificate Number - 03618 Schedule RC-B--Continued FFIEC 031 RC-4 Held-to-maturity Available-for-sale ((~olumn A) (Column B) (ColUmn C) (Column D) Dollar Amounts in Thousands Amortized Cost Fair Value AmonJzed Cos Fair Value ............... RCFC{ Bill Mi~ [Thou RCFC~ Bill M!![ Thou RCFO] Bill Mm t Thou: RCF~ Bill Mil 1 Thou 4. Mortgage-backed secudUes (MBS): · - ~?,, .,, ,,. ~:4~¢~.~.~...,~ .. ,~._~¢~,~....~ ~ I .~,~,~.~;~,~,.~,~ ,.-',, a. Pass-through securities: '~:"~' ,'%-:~t~,~,~,~?;~.~¢~. ,~:~;j ~~' ~~. ~ (1)Guaranteed byGNMA i698 0 1699 0 1701 .... 14~610,000 1702 14,784,000 (2) Issued by FNMAand FHLMC ~703 0 1705 0 1708 13,405,0,00, ,,!7o7 13,412,000 (3) Other pass-through securities , ........ 17o9 "D 1710 0 1711, .... 3,000 1713 3,000 b. Other mortgage-backed securities (include '" ;,~%~: '~' ~;~'Z' ~'&~.~'~.;~,- ' CMOs, REMICs and st~pped MBS): .~ ~ '*~}.~' ,~ (1) Issued or guaranteed by FNMA, :, ',: '.-~-'-~' "~~;~,~?,...-~,~ ~ ..... ~"~ FHLMC, orGNMA .............. ~7i4~ 0 ~7~s[ 0 17~6~ 430,000 ~7~7~ 427,000 (2} Co[lateraliz~ by MBS issued or -' '~ ~;,'~'~'~~"~ "~' ~'~¢~'"~ ~'~ '" ...... guarante~ by FNMA, FHLMC, orGNM, i7t~ ' 0 17~9~','"~ 0 1,~ ,,, ~ 173~ 0 (3) All other mo~gag~back~ secudaes I733 0 17~ 0 .~35 ~ ,~96,000 1736 ~ 496,000 5. Asset.backed securities (ABS): , ~?L~.~-, -~.~;;,~',~?~, ,;~?~,~ 2,~;;'~.Y~ "~¢~¢~'>~;:--~,,, ~,,~ ,~.~ ~, ~ ,~ a. Credit ~rd receivabies .... 8838 0 B839 ,, ,,, ....... , ....... 0 s840 15,86~,,~0 B~I 15,9~,000 b. Home ~ui~ lines B842 0 B843 g BS~ 0 B~5 0 c. Automobileloans ,, 8846 0 B847 , ' .... 0 8848 253,000 8849! 253,000 d. Other consumer loans ~ B850~ O' ~851 0 ~8~ ...... 282,000 B853~ 282,000 e. Commerdal and indus~al loans 88~ 0 8855 0 8856 87~0 8857 87,000 f, Other_.. ~ ~.: ~8~8 0 8s59, ........ 0 8860 0 886~ 0 6, Other debt secunt~es. ,,.,~ ~,, ,,;h ,, ~~ ...... ~',~ ~,,~:~ ~'~,~:~¢,~i~¢~'~ a, Other domestic debt securities ~737' 0 ~738~ 0 ~7391 ...... 707,000 ~4~ 687,000 b. Foreign debt se~dties .... ],z4~l ..o *Z"~l... o '¢~'~ ...... ~,oo? ~el ~o,ooo readilydete inable fair values(1) __' ,3SZ,000 1 , eZ000 8. TOtal (Su, of ,ems 1 through 7)(total of '~~ ~ ~ ~ "~'~~~~~~~~''~~~~ ~lumn A must ~ual S~¢u[e RC item 2.a ";~~ ~ ~ ~B~ (total of =lumn D must ~ua S~ule RC ~ '~ ~ '~ ~ ~-~ ~~~ ~L~i item2.b) ~754] ..... ~' 17~ 0 1772~ ~,0¢7,000 ~3~"~',330,000 4,a,l 4.a.2 4.a.3 4.b.I 4.b.2 4. b.3 5.a 5.b 5.d 5.f 6.b 7 i8 (1) Report Federal Reserve stock, Federal Home Loan Bank stock, and banker's bank stock in Schedule RC-F, item 4. Bank One, NA Legal Title of Sank Transmitted to EDS as 0013340 on 11/0712003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-B--Continued FFIEC 031 RC-$ Memoranda ..................... Dollar Am~ounts in Thousands ~C¢~ Bii'J Mil l Thou 1. Pledged secunties (1) ~ M.1 2. Maturity and repricing data for debt secunties (1, 2) (excluding those in nonaccrual status): ' a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1'4 family residential mortgages with a remaining maturity or next repric,ng date 0~: (3,4) (1) Three months or less A549 3,857,00~0 M.2.a.1 (2) Over three ~nonths through 12 months A550 ' 1,1'~3,00~ M,2.a.2 (3) Over one .~ar through three years A55~ 10,586,000 M.2.a.3 (4) Over three /ears through five years A552 1,791,(~00 M.2.a.4 (5) Over five ~ars through 15 years ..... ~ AS53 5,373,000 M.2.a.5 (6) Over 15 ~rs ............. A554 1,066,000 M,2,a,6 b. Mortgage -through securities backed by closed-end first lien 1-4 family - residential mortgages with a remaining matudty or next repricing date of: (3,5) (1) Three months or less ~ A5~5 ' 0 ~ M2.b.1 (2) Over three months through 12 months .... A5.56 0 M.2.b.2 (3) Over one ;ar through three years ASS7 0 M.2.b.3 (4) Over three fears through five years ASSS 0 M,2.bA (5) Over five .ars through 15 years ^559 5,439,00(~~ M.2.b 5 (6) Over 15 y {rs . A560 22,760,000 M.2.b.6 c. Other mortgag. -backed securities (incIude CMOs, REM{Cs, and stripped MBS; exclude mort( age pass-through securities) with an expected average {ire of: (6) (I) Three years or less ...... A561 ..... 1,00~0~ M.2.C.1 (2) Over three 'years A~62 922,000 M.2.C.2 d, Debt securiiies ~vith a REMAINING MATURITY of one year or less (i :luded in Memorandum items 2.a through 2.c above) . A2481 5,030,000 M.2.d 3. Amortized cost of held-to-maturity securities sotd or transferred to available-for-Sale or ' ' trading securities during the calendar year-to-date (report the amortized cost at date of sate or transfer ~ ..... . 4. Structured notes (included in th; heldoio-matur~t~ and available--for-sale accounts in M.3 Schedule RC-B, ~ms 2, 3, 5, and 6): a. Amortized cost ...... ... . . .. 878;21 .. 0 b. Fair vaIue M.4.a M,4.b (1) Includes held-to-maturity securities at amortized cost and available-for-sate securities at fair value. (2) Exclude investments in mutual funds and other equity securities w~th readily determinable fair values. (3) Report fixed rate debt securities by remaining matudty and floating rate debt securities by next repricmg date. (4) Sum of Memorandum items 2,a,(1) through 2,a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2,a that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-.B, sum of items 1, 2, 3, 5, and 6, columns A and D, plus mortgage pass-through securities other than those backed by cJosed-end first lien I-4 famity residential mortgages nc uded in Schedule RC-B, item 4.a, columns A and O. (5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed.end first lien 1`4 family residential mortgages included in Schedule RC-N, item 9, column C. must equa Schedule RC-~, item 4.a, sum of columns A and D, less the amount of modgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. (6) Sum of Memorandum items 2.c.(1) and 2,c.(2) pIus any nonaccrual "Other mortgage-backed securities" included in Schedule RC-N, item 9, coIumn C, must equal Schedule RC-B, item 4.b, sum of columns A and D. .Bank O~le, NA Legat Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certi§cate Number - 03618 Schedule RC-C---. Loans and Lease Financing Receivables FF[EC 031 RC_.~6 Part 1. Loans and Leases Do not deduct the allowance for loan and lease losses or the allocated transfer dsk reserve from amounts reported in this schedule. Report (1) loans and leases held for sale at the lower of cost or market value and (2) loans and leases held for investment, net of unearned income, Exclude assets held io-r trading and commercial paper. (Column A) (Column B) Consolidated Domestic Bank Offices Dollar Amounts in Thousands ROFC~ Bi[ [ .M.]I, [ Thou, ~CON 1. Loans 's~c~ed by rea~ estate 141ol 25,121,000 A~*~;~;~¢;~: a. Construction, land development, and other [and loans :~ ,~.'¢~ ~ 4,335,00~ b Secured by fa~iand (including fa~ residential and other . ~' improvements) ¢ ; c. Secured by 1~ family residential prope~ies: ~ (1) Revolving, open-end loans secur~ by 14 family residential ~.,¢~( 1797,[ ~, ,, ~'i17'000 prope~ies and e~ended under lines of ~[t (2) Close-end loans secured by 1~ family residential prope~ies: ~,~ ~.,~:~-."~ ;f ~i ;~:~ (a) Secured by flint liens .......... ~'*~ ~'~ "~ ' (b) Secur~ by junior liens ....... ? ~ 53~8: 1,295,000 d. Secured by mu~tifamily (5 or more) residen~at prope~ies .... ' *'~ '* '~ ;'~'~'~'~* ~ ~ 1480 e. Seared by nonfa~ nonresidential prope~ies .,,, '~'.~¢~a ~ 2. Loans to depositow institutions and acceptances 0f Other banks: .... ,.~,~"'~ ...... ~ ~ ~¢4~-~¢~;~,~.~'~. '."1~';'~ .75311 32,569,~ a. To commerdal banks in ~e U.S ............ ~- .,, (t) To U,S. branches and agencies of foreign banks ~832 0 -- , .......... ~?~.~- (2) To other ~mmercia[ ban~ in ~e U.S .............. e533 33,432,0~ ,.~</~,~. b. To other dens,tow institutions in the U.S. 'B~34 8;000 ' ~3~ 8,000 c. To banks in foreign ~un~es , .'--', ~;'¢,~:~ ~5351 10,0~" (l) To foreign branches of other U.S. banks B536 83,000 ~' (2) TO other banks in bra gn cuntHes ..... .537_ 140,000 3. Loans to ~nan~ agricultural produ~ion and other loans to fa~ers ~590 ~,000 ~5~ ~ ~,000 4, Commercial and indus~al loans: ¢;~;'&~~ a, ToU.S. addressees(domidle) ................ 17~ 28,571,000 1763~ 28,2~,000 b, To non*U.S, addressees (domicile) .............. 17~,J ..... 2,~,000 ~7~I 'gb',~0'0 expenditures (Lo., ~nsumer loans) (includes purchased paper): a. Credlt~rds ................. ~5381 "~,.5~',000 ~5~1 .. 8,5~,000 b. O~er revolving credit plans ........... a5~9~, ~.,,.~8'000 ~539~ 137,000 c. Other ~nsumer loans ([nclude~ single p~yment, installment, and ;~~' and ail student [~ns ...... 2O~J'~ ..... 1~,0~ 20!1~ 1~,000 7. Loans to foreign government and offi'cia~'~nstitutions (including '~~~ foreign central ban~) '~0~'[ ...... o ~os!l 0 8. Obligations (other than securities and '['eases) of sta~s and P~lia'~'l ¢/~~ su~ivi~ons in the U,S ................... 21071 729,000 2107 ~ 729~00 6,211,000 9. Other loans 1563 ~ ~~~"~ ,~ 1,171,000 a, Loans for purchasing or ~ing securities (secured and unsecured) ~ ~' ~' ' ' ' ~ 15~ ~,7~,000 b. NI other loans (exclude ~nsumer loans) ...... ' ~ ' 10. Lease financing r~eivables (net of uneam~ income) ~;~;~~ ' 2165 4,~5~00 a. Of U.S. addre~ees (domicile) 2182 4,101,000 b. Of non-U.S, addressees (domicile) 2183 ..... 818,000 11. LESS: ~y uneam~ in.me on loans refle~ in ~tems 1-9 above 2123 0 2123 ~ 0 12. Total loans and [eases, net of .neamed in.me (sum of items 1 ~~ Brough 10 minus item 11) (to~l of column A must equal ~~ S~ule RC, item 4.a and 4.b) ............ 2122~ 111,2~,000 2122~ 106,869,000 1.b 1 .c.1 1 .c.2.a 1 .c.2.b 1,d l.e 2.a 2.a.1 2.a,2 2.b 2.c 2.c.1 2.c,2 3 4.a 4,b 6.a 6,b 6.c 7 8 9 9.a 9.b 10 10.a 10.b 11 12 Bank One, NA Lc, gat Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11 '18:11 CST FDiC Certiflcme Number - 03618 Schedule RC-C--Continued FFIEC 031 RC-7 Part I, Continued Memoranda 1. Loans and Leases restructured and in compliance with modified terms Dotiar Amounts in Thousands (included in Schedute RC-C, part I, and not reported as past due or nonaccruaI in Schedule RC-N, Memorandum item l) (exclude [cans secured by 1-4 family residential properties and Icons to individuals for household, family, and other personal expenditures) . .. 2. Maturity and repdcmg data ~'or roans and leases (excluding those in nonaccruaI status): a. Closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1 .c.(2)(a), column 8) with a remaining matunty or next repric[ng date of: (1, 2) (1) Three months or Iess (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years __ b. Ail loans and ieases (reported in Schedule RC-C, part I, items I through 10, cotumn A) EXCLUDING closed-end loans secured by first liens on 1-4 famiiy residential properties in domestic offices (reported in Schedule RC-C, part I item 1 .c.(2)(a), column B) with a remaining matunty or next repricing date of: (1,3) (1) Three months or less (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) 3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A (4) ... 4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, Item 1.c.(2)(a), column B) 5. Loans secured by real estate to non-U.S, addresses (domicile) (included in Schedule RC.-C, part [, item 1, column A) 6) Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $~00 million as of the repor~ date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes. Outstanding credit card fees and finance charges included in Schedule RC~C, part I, item 6.a., column A. (1) Report fixed rate loans and leases by remaining matudty and floating rate loans by next repdcing date, (2) Sum of Memorandum items 2,a,(1) through Za,(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices included in Schedule RC-N, item 1 ,m(2)(a), column C must equal totaJ dosed-end loans secured by first tiens on 1-4 family residentiat properties from. Schedule RC-C, part I, item 1.c.(2)(a), column B (3) Sum of Memorandum items 2,b,(t) through 2,b.(6) plus total nonaccrual Icons and leases from Schedule RC-N, sum of items I through 8, column C, minus nonaccrual closed-end loans secured by firs! Iiens on 1-4 family residential proposes in domestic offices included in Schedule RC-N, item 1 .c.(2)(a}, column C, must equal total loans and Jeases from Schedule RC-C, Part I, sum of items 1 through 10, cotumn A, minus total dosed-end loans secured by first liens on 1-4 family residential properties in domestic offices from Schedule RC-C, part I, item 1.c,(2)(a), column B. (4) Exclude loans secured by real estate that are Included in Schedule RC-C, part I, item 1, column A. M. 1 M.2.a.1 M.2.a.2 258,000 M.2.a.3 791,000 M.2.a.4 2,395,000 M.2.a.5 2,585,000 M.2.a.6 68,689,000 M.2.b.1 8,018,000 M.2.b.2 M,2.b,3 5,7t3,000 M,2.b.4 4,614,000 M.2.b.5 M.2.b.6 3,563,000 M,3 634,000 M,4 119,000 M,5 127,000 M.6 Bank On'e, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDiC Certificate Number - 03618 Schedule RC-D--Trading Assets and Liabilities Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding year. ,,, DolIa~Ame.~= ,n T~ousands' ~coN[ Bi!l M~!i I ~ :es __ 3531 J 1,034,000 :[omestic offices (exclude mortgage- 35321 ....... ~,, subdivisions in the U.S, in domestic o~ces 3s331 0 [rante~ by FNMA, FHLMC, or GNMA ~ed or guamnte~ by FNMA, FHLMC, or GNMA J MBS} ~ . . 35~5 0 3536 0 ~37 ' 'J73,000 354~! 29,000 ~CFN 3542 259,000 ........................... 3543 4,183,000 3S43 1,687,000 3ugh 11) (must equal Sch~Me RC, item 5) 354s ASSETS 1. U,S. Treasury securities ~n domestic offices 1 2. U.S. Government agency obligations in backed securities) 2 3. Securities issued by states and political 3 4. Mortgage-backed securities (MBS) in dc a. Pass-through securities issued or g 4.a b. Other mortgage-backed securities issued (include CMOs, REMICs, and stripped 4.b c, A!I other mortgage-backed securities 4.c 5. Other debt securities in domestic offices 5 6~ - 8, Not applicab]e 9~ Other trading assets in domestic offices 9 10. Trading assets in foreign offices , 10 11. Revaluation gains on derivative contracts: a~ In domestic offices 11 .a b, In foreign offices __ 11 ,b 12. Total trading assets (sum of items 1 throu 12 LIABILITIES ]R~F ,~ Bill Mil l Thou] 13. Liability for short positions ~ 3546 I 439,000 113 14. Revaluation losses on derivative contracts J 3_547t 4,775,000114 15, Total trading liabilities (sum of items 13 and 14} (must equal Schedule RC, item 15) 1 35481 5,214,000 15 FREC 031 RC-8 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11107t2003 at 11:18:11 CST FDIC Certificate Number - 03618 Schedule RC-E--Deposit Liabilities Part I. Deposits in Domestic Offices Dotter Amounts in Thousands Deposits of: 1. Individuals, partnerships and corporations (include all certified and official checks) 2. U.S. Government 3. States and political subdivisions in the U.S, 4. Commercial banks and other depository institutions in the U.S. 5. Banks in foreign countries 6. Foreign governments, and official institutions (including foreign central banks) 7. Total (sum of items 1 through 6) (sum of columns A and C must equal Sc..hedule RC, item ~3.a) Transaction Accounts (Column A) I (Column B) Total I Memo: Total transaction [ demand accounts I deposits (including totalI (included in demand 22,024,000 M e m ora n d a Dollar Amounts in Tho~ 1. Selected components of total deposits (i.e,, sum of item 7, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts b, Total brokered deposits c. Fully insured brokered deposits (included in Memorandum item 1.b above): (1) Issued in denominations of less than $100,000 (2) Issued either in denominations of $100,000 or in denominations greater than $100,000 and participated out by the broker in shares of $100,000 or less d. Matudty data for brokered deposits: (1) Brokered deposits issued in denominations of less than $100,000 with a remaining maturity of one year or less (included in Memorandum item 1,c,(1) above) (2) Brokered deposits issued in denominations of $100,000 er more with a remaining matudty of one year or tess (included in Memorandum item l.b above) e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S, reported in item 3 above which are secured or cottatedized as required under state Jaw', (to be completed for the December report only) 2. Components of total nontransaction accounts (sum of Memorandum items 2,a through 2.c must equal item 7, column C, above): a. Savings deposits: (1) Money market deposit accounts (MMDAs) {2) Other savings deposits (excludes MMDAs) b. Total time deposits of less than $100,000 c. Total time deposits of $100,000 or mere FFIEC 031 RC-9 Nontransactior Accounts (C.~umn C) Totai nontransactior accounts (incIuding 1,191,000 3 1,0~,000 4 O5 100,321,000 4,124,000 M.l.a 2,385,000 M.l.b 0 M.l.c, 1 1,439,000 M.l.c.2 0 M.l.d.l 841,000 M,l.d.2 N/A M.l.e 74,838,000 M.2.a.1 M.2,a,2 12,111,000 M.2.b 7,084,000 M.2.c Legal Tit~e of Bank Transmitted to EDS as 0013340 on 1110712003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-E--Continued FFIEC 031 RC*10 Part L Continued Memoranda (c, .ontinued) Doltar Amounts in Thousands ~. ~4aturity and repdcing data for time d'~'po~its of less t~a'n $100,000: a. Time deposits of less than $100,000 with a remaining matunty or next repricing date of (1,2) (1) Three months or less ........ . .................. ¢57J .....2,154,000 (2) Over three months through 12 months ............ ~ASSp ,. 4,008,000 (3) Over one year through three years __ ASS1 2.,87~3,00.~.. (4) Over three years ............... · .... Asa2 3,076,000 b. T~me deposits of less than $100,000 wRh a'REMAIN1N'G MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a,(2) above) (3) A241 [ 6,162,000 4. Matunty and repdcing data for time deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining matudty or next repdcIng date of (1,4) (1) Three months or less ........ A584 ' 1,938,000 (2) Over three months through 12 ~onths ................. ^585 1,420,000' (3) Over one year through three years ....... A566 . 2,144,q0.0 (4) Over three years ............ A5~7 1,582.,000 b. Time deposits of $100,000 or more with a REMAINING MATURITY 0forte year or less t'induded in Memorandum items 4.a.(1 ) and 4.a.(2) above) (3) A242~" 3,358,000, M,3,a.l M,3.a.2 M.3.a.3 M,3.a.4 M.3.b M.4.a.1 M.4.a.2 M.4.a.3 ~M,4,a,4 M.4.b (1) Report fixed rate time deposits by remaining maturity and floating rate time deposits by next repricing date. (2) Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E Memorandum item 2.b. (3) Report both fixed and floating rate time deposits by remaining maturity. Exclude floating rate time deposits with a next repdcing date of one year or less that have a remaining matudty of over one year. (4) Sum of Memorandum items 4.a.(1) through 4.a,(4) must equa[ Schedule RC-E, Memorandum item 2.c, Part 11. Deposits in Foreign Offices (including Edge and Agreement subsidiaries and IBFs) DolIar Amounts in Thousands Deposits of: 1. Individuals, partnerships, and corporations (include ail certified and official checks) 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. del)os[tory institutions 3. Foreign banks (including U.'S. branches and agencies of foreign banks, including their IBFs) 4, Foreign governments and official institutions (including foreign central banks) 5. U.S. Government and states and political subdivisions in the U.S. 6. Total (sum of items 1 through 5 ) (must equal Schedule RC, item 13.b} Memorandum 15,688,000 2625 1,671,000 3 ~ 05 22001 22,228,000 6 Dollar Amounts [n Thousands JRCFN~ Bill Mit jTheu~ I A2'4S'I 17,455,000 1. Time deposits with a remaining matudty of one year or tess (included in Part 11, item 6 above) Bank One, NA Legal Title et~ Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18.11 CST FDIC Cerbficate Number - 03618 Schedule RC-F--Other Assets 1. Accrued interest receivable (1) Doltar Amounts in Thousands 2. Net deferred tax assets (2) . 3 Interest-only stdps receivable (not in the form of a security) (3) on: a. Mortgage loans b Other financial assets 4, Equity securities that DO NOT have readily determinable fair values (4) ~ 5. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item) a. Prepaid expenses b. Cash surrender value of life insurance c. Repossessed personaI propert~ .I!qc. ludin~.vehicles) ......... d, Deriviatives with ,a positive fair value held for purposes other the Retained Interests in accrued Interest receivable e. related to securitized credit cards f' 13549 t Accounts Receivable 9.1,~S~l h.[,.3s~I 6. Total (sum of items 1 through 5) (must equal Schedule RC, item 11) 770,000 0 0 0 9,873,000 Schedule RC-G---Other Liabilities 1. a, Interest accrued and unpaid on deposits in domestic offices(5) FFIEC 031 RC-11 [.,"'i' 22 j 1 2 3.b 4 5 5.a - /',ccoun[,s pay,apfe ..... '3~: 2,594,0d DefeFed cornpensati0n liabilities .... [ C011 ' " Dividends declared but not )/et pa)/ab,!'~,',','I' ,," 2932 Derivatives with a"negative fair Value held for purposes other than trading c012 ' 0 35521 ................. ~ 3Ss3I ............... 3552 N/A b. 4.a c, 4.b d, 4.c e. f, 4.e g. 4.f 4,g 5. Tot~ I' , item 20) 6,22~,000 5 (1) Include accrued interest receivable on [oans, leases, debt securities, and other interest-beefing assets, (2) See discussion of deferred income taxes in Glossary entry on "income taxes." (3) Report interest-only strips receivable in the form of a security as available-for sale securities in ScheduIe RC, item 2. b, or as trading assets in Schedule RC, item 5, as appropriate. (4) Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers' bank stock (5) For savings banks, includes "dividends" accrued and unpaid on deposits. b. Other expenses accrued and unpaid (includes accrued income [axes l.a payable) 2. Net deferred ~ax liabilities (2) 1,029,000 1 ,b 3. Allowance for credit Josses on off-balance sheet credit exposures 1,301,000 2 0 3 4, Ail other liabilities (itemize and descdbe amounts greater than $25,000 that exceed 25% of this item) 3,732,000 4 a. 159,000 Dollar Amounts in Thousands 5.e s4~j 5,6~5,000 5.f 3~so I N/A 5.g 3s'51 1 N/A 5.h 11,606,000 6 Bank O~e, NA FFiEC 031 Legal Title of Bank RC-12 Transmitted to EOS as 0013340 on 1 t10712003 at 11:18:11 CST FDIC Certificate Number - 03618 I 23" Schedule RC-H--Selected Balance Sheet Items for Domestic Offices DOmestic Offices Dollar Am(:unts in Thousands RCO~ Bil I M~]. 1 ~ 1. Customers' liabtiity to th'is bank on accept~'nces outst~ndin~ ........ ......... .......... 2~5s' .... 256,000 2. Bank's liability on acceptances executed and outstanding .. 2920 256,000 3. Securities purchased under agreements to reselt 8989 11,323,000 4. Securities sold under agreements to repurchase .... 8995 6,03.1 5. Other borrowed money ......... '31~o 24,723,000 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs .... ~'~31 ..... N/A 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs ........ ~ 10,766,000 8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, ..~,.~.~¢,~ and ~,,s) ................. ~i.~"l" 202,~:000 9. Total Itab~hties (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs) ................................ i ~9[ 1741702,000" In items ~0-17 report the amortized (historical) cost of both held-to-maturity and av~ e.f-or~.;aie'secttHties in ~lomestic ~ffices. ~coN Bi! I Mi[fTh~i' 10. U,S. Treasury secuHties 1039 4,065,000 10 11. U.S, nment agency obligati'0'n'~"(exdu~e mortgage'bacl~ed securities) lo41' ~ '1;003,000 11 12. Securities ssued by states and political subdivisions in the U.S. ~o42 1,077,000 12 13. Mortgag ~acked securities (MBS): a. Pass-through securities: (1) ~ssu.d or guara.teed ~y FNMA. FHLMC. or ~NMA .... !~ [,',",'~,0!'~:000 ~3.a.1 (2) Other pass-through securities ~0441 . 3,000 13.a.2 b. Other ,ortgage-backed secunties (include'CMOs, RE~ics, and stnpped MBS): ..... ..... (1) ,d or guaranteed by FNMA, FHLMC, or GNMA .... 1209 430,000 13.b.1 (2) her mortgage-backed securities ...................... 12so 496,000 13.b.2 14. ¢ estic debt securities (include domestic asset-backed securities) ........ ~2~ 17,190,0(30 14 15. Foreig bt securities (incIude foreign asset-backed securities) .................. 1282! 6,000''' 15 I6. investments in mutual funds and other equity securities with readily determinable fair values . . ASl0t 1,356,000 16 17. Totat amortized (historical) cost of both held-to-m~tudty 'and available-for-sale '~..'~.~~ securities (:sum of items 10 through 16) 1374~ 53~640,000 17 18. Equity JdtJes that do not have readily determinable fair values 17,521 963,~00 Schedule RC-I--Selected Assets and Liabilities of IBFs To be completed only by banks with iBFs and other"foreign" offices. Dollar Amounts in Thousands 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12) 684,000 2. Total IBF habilities (component of ScheduIe PC, item 21) Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11107/2003 at 11:18:11 CST FDIC Ce~ficate Number- 03618 Schedule RC.K, Quarterly Averages (1) FFIEC 031 RC-13 ASSETS Dollar Amounts in Thousands 1. Interest-bearing balances due from depository institutions 2. U.S. Treasury securities and U.S, Government agency obligations (2) (excluding mortgage-backed securities) 3. Mortgage-backed securities (2) 4. All other secunties (2, 3)(includes securities issued by states and political subdivisions in the U.S,) 5. Federal funds sold and securities purchased under agreements to resell 6. Loans: a. Loans in domestic offices: (1) Total loans (2) Loans secured by real estate (3) Loans to finance agricultural production and other loans to farmers (4) Commerdat and industrial loans (5) Loans to individuals for household, family, and other personal expenditures: (a) Credit cards (b) Other (includes single payment, installment, alt student loans, and revolving credit pIans other than credit cards) b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs 7. Trading assets 8. Lease financing receivables (net of unearned income) 9. Total assets(4) LIABI~IES 10. Interest-beating transaction accounts in domestic (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand deposits) 11, Nontransaction accounts in domestic offices: a. Savings deposits (includes MMDAs) b. Time deposits of $100,000 or more c, Time deposits of less than $100,000 12. Interest-beating deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs 13, Federal funds purchased and securities sold under agreements to repurchase 14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 3,013,000 5,257,000 31,234,000 92,810,000 6,a. 1 25,332,000 6.a.2 616,000 6.a.3 29,188,000 6.a.4 3 .o.I 34OlI 7,0'93,000 ~ 5,220,000 33681 ~ 2,933,000 10 62,219,000 11.a 7,360,000 1 l.b 11.c 6.a.5.a 6.a.5.b 6.b 20,991,000 12 (1) For a~l items, banks have the option of reporting either (1) an average of DALLY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter), (2) Quarterly averages for ail debt securities should be based on amortized cost. (3) Quarterly averages for ail equity securities should be based on historical cost. (4) The quarterly averages for total assets should reflect alt debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair vatues at the lower of cost or fair value, and equity securities without readily determinable fair values at histoncal cost. 9,967,000 13 14 Bank Ofle, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDtC Coif[cate Number- 03618 Schedule RC-L--Derivatives and Off-Balance Sheet Items FF1EC 031 RC-14 PIease read carefully the instructions for the preparation of Scheduie RC-L, Some of the amounts reported in Schedule P.C-L are regarded as voIume indicators and not necessarily as measures of risk. .... Oc[lar Amounts in Thousands RCF'~ Bi] [ Mil l T~:~:)u a. Revolving, open-end [tries secured by 1-4 family residential properties, e.g, home ~,~%.~ equity lines ... 38141 ......... '~,000 b, Credit card lines ......... ~ 1,409,000 c. (1) Commitments to fund commerCial rea[ estate, construction, ,.~. and land development loans secured by real estate .... 3816T 2,928,0g.0 (2) Commitments to fund commercial real estate, construction, ..~.j~,;, and land deveIopment Ioans NOT secured by real estate ....... 6550 3,544,000 d. Securities underwriting ........... 3817 0 e. Other unused commitments .... 3818 116,542,000 2. Financial standby letters of credit and foreign office guarantees ..... . , ,,, ..... 3819 20,523,000 a. Amount of financial standby letters of credit conveyed to others J 3820 [ 7,221,000 3. Performance standby letters of credit and foreign office guarantees ............ 38211 3,302,000.. a. Amount of performance standby letters of credit conveyed to others J3.82') j 1,132,000 4. Commercial and simiIar letters of credit . . ; 3411 5. Participations in acceptances (as described in the instructions) conveyed to others by the '~ "'~' reporting bank ....... ...... 34281 0 6. Securibes lent (including customers' securities lent where ~e customer is indemmfied against ~ '~ loss by the reporting bank) ...... 3433 j 0 7. Credit derivatives: .~;¥%~.~;~:;~ a, Notional amount of credit derivatives on which the reporting bank is the guarantor _ A534 6.475,000 (1) Gross positive fair value ............. c2~9 lg?,000 (2) Gross negative fair value ............. c220 6,000 b, Notional amount of credit derivatives on which the reporting bank is the beneticiary , , A535 ..... 10,170,000 (1) Gross positive fair value ....... c221 30,000 (2) Gross negative fair value .......... c222 192,000 8. Spot foreign exchange contracts .... , ........... 8765 i6,598,~0 9. All other off-balance sheet liabilities (exclude derivatiVes) (itemize and describe each ~J~,,~ component of this item over 25% of Schedute RC, item 28, "Total equity capital") 3430 ] ,' ...... 0 a. Securities borrowed 3432 0 b. Commitments t(~ purchase when~issUed secudfl'es ......... 3434 ..... . ..... 0. c. 3555 3555; N/A d, 35. 3558 e. 355~ ........ 3557 N/A -*~.~;_.~~ 10. All Other off-balance shee~ assei~ (exclude dedvati~es)(itemize and des~dbe each component of this item over 25% Schedule RC item 28., "Total equity capital") 5591 J 0 a. Commitments to sell when-issued secunties ,, 3435 ........ ~ b. 5592 .... 5592 N/A ~ ,,,.; C. 5593 : ~ ,, 5593 NJA .~ ~. d. 559~ ...... 5594 .... N/A e, .5,595 "',.,", ............. . ' , ..... 5'59,~ ....... N/A l.b 1.c.1 1 .c.2 1.d 1.e 2 2.a 3. 3.a 4 5 6 7.a 7.a~1 7.a.2 7.b 7.b. 1 7.b.2 8 .a 9, b 9.C 9.d 9.e 10 10.a 10.b 10.c 10.d 10.e 11. Year-to-date merchant credit card sales volume: a. Sales for which the reporting bank is the acquiring bank b. Sales for which the reporting bank is the agent bank with dsk Thou 0 11.a 0 11.b Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11107f2003 at 11.18:l I CST FDiC Certificate Number- 03618 Schedule RC-L--Continued FFIEC 031 RC-15 Ootlar Amounts in Th.?usands I ~ (ColumnlnterestA) Derivatives Position Indicators[ Rate Contracts 12. Gross amounts (e.g., notional amounts) (for Mil I Thou (C~umnBi' Foreign Exchange Contracts (Column C) Equity OenvatJve Contracts each column, sum of items 12.a through must equal sum of items 13 and 14): a. Futures contracts b. Forward contracts c. Exchange-traded option contracts: (I) Wdtten options (2) Purchased options .. d. Over-the-counter option contracts: (1) Written options _ (2) Purchased options e, Swaps 13. Total gross notional amount of derivative contracts held for trading. .. 14, Total gross notional amount of derivative contracts held for purposes other than trading a. Interest rate swaps where the bank has agreed to pay a fixed rate .... 15. Gross fair vaIues of derivative contraCts: a. Contracts held for trading: (1) Gross positive fair value (2) Gross negative fair value ~ Contracts held for purposes other thanl trading: i (1) Gross p~sitive fair value (2} Gross negative fair value I RCFD 8693 ,1 RCFD 8594 52,459,000I 280,000 RCFD 8697 RCFD 8698 14o,655,ooq RCFD 8701 11,035,000 RCFD 8705 9,140,0001 RCFD 8709 63,4~,000 RCFD 3450 715,15~,000 RCFD A126 RCFD 8725 10,225,000 RCFO A589 7,249,060 , ~CFD ,~gs ,73,000 ' RCFO 8699 70,964,000 428,000 RCFO 8702 RC~D 8703 0 94,000 RCFD 8706 0 ~CFO 8710 18,939,000 RCFD 8713 RCFD 8714 RCFD 8715 72,766,000 17,763,000 825,000 RCFD 3826 9,884,000 RCFD A127 117,281,000 ;' RCFD 8728 549,000 RCFD 8733 RCFD 8734 22,238,000 2,463,000 158,000 RCFD 8737 RCFD 8738 RCFD 8739 21,259,000 RCFD 8741 21,000 RCFD 8745 265,000 RCFD 8707 11207,000' RCF{~ 8711 547,000 RCFD 8719 2~.012,000 RCFD 872.3. 5,186,000 ,, , RCFD 8727 0 RCFD 8735 (Column D) Oom~ity and Other Contracts U~l I Thou~ 183,000 12.a . ,366,000. ' 8%000 RCFD 8'742 ~ RCF~' 8143 ........ 7,000 I " 0 ~'CFD 8'746 j RCFo ~747 12.o.1 12.c.2 12.d.1 12.d.2 12.e 13 RCFD 8700 RCFO 8704 0 RCFD 8708 RCFD 8712 470,000 RCFO 8716 694,000 RCFD 8720 3,579,000 RCFD 8724 4,926,000 RCFD 8728 " '0 14 RCFD 8736 218,0,00' 15.a.1 RCFO 8740 192,000 15.a.2 RCFD 8744~ ..... 0~15.b,1 "' RCFD 87480 ] 15,b,2 B.ank O~e, NA FF[EC 031 Legal Title of Bank RC-16 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number- 03618 Schedule RC-M--Mernoranda Dollar Amounts in Th.ousandsil~OF~ B, I I Mi!J Th~ ~ortmg bank to its executive officers, directors, principal '" d interests as of the report date: tensions of credit to all executive officers, directors, principal ted interests 81641 1,337,43~ rs, directors, and principal shareholders to whom the amount of exceeds the lesser of $500,000 or 5 percent Number ,r this pu~osein agenW r~ulations . . ~1651 7 ........... ~1 ~" ionships and nonmo~gage sewicing asse~ B026 0 ~le assets ..... 5507 63,000 , and 2.c) (must ~ua~ Sch~Je Re, item 10.b) ...... ~26 63,000 en~ in real estate venires ..... ~lopment, and other land in domesdc oaces ... 5s08 28,000 ~ces ..... 5509 ~ 0 'ope~ies in"demest[c o~ces. . . ._ ~o~ '31,000 residen~al prope~ies in domestic o~s .............. .5s~ ~ 0 I prepe~ies in domestio o~ces ..................... ~5~2 18,000 5513 0 3.b) (must ~ual S~ule RC, item 7) ........ d subsidiaries and associat~ ~mpanies: ants in real es~te ventures .. 5374 0 ~nsolidat~ ~bsidiades and associat~ companies ........ s37~ 398,0~ [4.b) (must ~ual Sch~ule RC, item 8) 21~0 .... 3~'~0'0" :advances: ~d~ of one year or le~ (1) ~ 2es~ 0 ~rf~ of more than one year through three years ................ S~SS.~ 'l,00d',~'00 ~d~ of more ~an ~ree years .......... ~S88 3,865,0~ ~ri~ of one year or less .......... 8571 9,376,000 ~d~ of more than one year ~rough ~ree yearn ....... ass7 5,5~'~;~b0" Cd~ of more ~an thr~ yearn . .. a5~8 5,125,000 ) through 5.b.(3)) (must ~ual Sch~ule RC, item 16) .... 3~ ~4~883,000 1, Extensions of credit by the shareholders, and their related a. Aggregate amount of all shareholders, and their rela 1 .a b. Number of executive officers ali extensions of credit by related interests) equals or of total capital as defined for 1.b 2. Intangible assets other than g a. Mortgage servicing Assets ~ 2.a (1) Estimated fair value 2.a.1 b. Purchased credit card 2.b c, All other idenfiflabie intang ;2.c d. Total (sum of items 2.a, 2,b, 2.d 3. Other real estate owned: a. Direct and indirect inve.~ 3.a b. All other real estate owned: (1) Construction, land develo 3.b.1 (2) Farmland in domestic offices 3.b.2 (3) 1-4 family residential 3.b.3 (4) Multifamily (5 or more) 3.b.4 (5) Nonfarm nonresidential 3, b, 5 (6) In foreign offices 3.b.6 c. Total (sum of items 3,a and 3.b 3~c 4, Investments in unconsoJidated a. Direct and indirect invest~ 4,a b. Alt other investments in uric 4.b c, Total (sum of items 4.a and 4.b 4,c 5. Other borrowed money: a, Federal Home Loan Ba (1) With a remaining 5.a.1 (2) With a remaining maturity 5.a.2 (3) With a remaining matudty 5.a.3 b. Other borrowings: (1) With a remaining 5.b.1 (2) With a remaining matudty 5,b,2 (3) With a remaining matudty 5.b.3 c. Total (sum of items 5.a,(1) 5,c J YES / NO la "l YES1 !RCF~J Bil I M,I [ 'rt-~u. t B57o[ O 7 6. Does the reporting bank self pdvate Iabel or third party mutual funds and annuities? 7. Assets under the reporting bank's management in proprietary mutual funds and annuities 8. Primary lnternet Web site address of the bank (home page), if any: (example: http:/lwww.examplebank.com) 9. Do any of the bank's Internet Web sites have transactional capability, i.e., ailow the bank's customers to execute transactions on their accounts through the Web site? 8 YES / NO YEs jg TEXT ~ http:flwww,bankone.com '(1) 'includes overnight Federal Home Loan Bank advances. Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07t2003 at 1t:18:11 CST FDIC Certificate Number. 03618 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets (Column A Past due 30 through 89 (Column C) Nonaccrua[ FFIEC 031 RC-17 Dollar Amounts in 1. Loans secured by reat estate: a. Construct[on, land development, and other land loans in domestic offices b, Secured by farmland in domestic offices c. Secured by 1-4 family residential properties in domestic offices: (l) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) Closed-end loans secured by 1-4 family residential properties: (a) Secured by first liens (b) Secured by junior liens _ d, Secured by multifamily (5 or mere) residential properties in domestic offices e. Secured by nonfarm nonresidential properties properties in domestic offices f. In foreign offices ,, 2. Loans to depository institutions and acceptances of other banks: a, To U.S. banks and other U.S. depository institutions b. To foreign banks .... 3. Loans to finance agricultural production and other Ioans to farmers 4, Commemiat and industrial loans: a. To U.S, addressees (domicile) b. To non-U.S, addressees (domicile) 5, Loans to individuals for household, family, and other personal expenditures:. a. Credit cards b. Other (includes single payment, installment, all student loans, and revolving credit plans other than credit cards) 6, Loans to foreign governments and officiat ins~tutions. 7. All ether loans 8. Lease financing receivabIes: a. Of U.S. addressees (domicile) b. Of non-U,S, addressees (domicile) 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets) accru 266,000 1.a 97,000 1.c. 1 255,000 1.c.2.a 40,000 1.c.2.b 1.d 27%000 1.e 0 1.f 0 2.a 839,000 4.a 50,000 0 4,000 5.b 0 6 32,000 7 112,000 8,a 0 8. b 0 9 Bank O~e, NA FFIEC 081 ' Legal TitJe of Bank RC-18 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDiC Certificate Number - 03618 Schedule RC-N:--Continued Amounts reported in Schedule RC-N, items 1 through 8, above include guaranteed and unguaranteed portions of past due and nonaccruat loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8. .... (Column ,,~) ' (CCU~n B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruin.g., accruing Ilar Amounts in Thousands R,c?c~ Bi[Mil [Thou RCFE ,, ~I '"" ~,o~0" ~!~1."~ .......... o' ~;~'1' ~,ooo ..... ~l~l 1,000 50~eI 0 5e~7~ %0o0 Dc 10. Loans and leases reported in items 1 through 8 above which are wholly or [ guaranteed by the U.S. Government 10 a. Guaranteed portion of loans and le included in item 10 above lO.a (Column A) (Column B) (COlumn C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still Memoranda .accruin~j acc~!ng Dqllar Amounts, in Thousands ~,CF~ Bil[ Mil ] 'Chou ~'CF~ Bil I M~ I Thou, F~CFi~ Bil] Mil ~ Thou 1~ Restructured i'0ans and leases inclUded in ;; Schedule RC-N, items 1 threugh 8, above .... (and not reported in Schedule RC-C, Part 1, Memorandum item 1) ~sssI 0 '1'6~11 0 ~66~I ...... 0 2. Loans to finance commercial real estate, (not secured by real estate) included in Schedule RO-N, items 4 and 7, above 65581 , 20,000 6,5591 0 6560 ~ 47,000 3. Loans secured by real estate to non-U.S. addresses (domicile) (included in ScheduleRC-N, item l,above) ...... 12481 3,000 12491 , 0 125oI 0 ........ 5. Loans and Ieasos ham for sale (included in Schedule RC-N, items 1 through 8, above) c..2~0'[ 83,000 C2411 63,000 c,~,51 3,000 M.1 M.2 M.3 M.5 6, Interest rate, foreign exchange rate, and other commodity and equity contracts: Fair value of amounts carded as assets .... {Column A) (Cetumn S>m Past due Past due 90 30 through days or more ag. days ........... ~CFI~. Bill Mil I ~ RCFC{ BtI Md I ~ 3529 ] 1,~000 3530 { ...... 5,000 M.6 Person to whom questions about the Reports of Condition and Income should be directed: Matthew A. Reecs, Vice Presidenl Name and Tide (TEXT 8901) Matthew_A_Reece@bankone.com E-mail Address (TEXT 4086) 312-407-3685 312-407-5698 Telephone; Area code/phone number/extension (TEXT ~902) FAX; Area code/phone number (TEXT 9116) Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST FDIC Certificate Number. 03618 Schedule RC-O--Other Data for Deposit Insurance and FICO Assessments FF~EC 031 RC-19 1. Unposted debits (see instructions): Dollar Amounts in ThousandsJRC0NI ei~l ~!!,t Thoul ~._o03o I ..... 0ql a a, Actual amount of ali unposted debits OR b, Separate amount of unposted debits: (1) Actual amount of unposted debits to demand deposits (2) Actual amount of unposted debits to time and savings deposits (1),, 2. Unposted credits (see instructions): a. Actual amount of all unposted credits OR b. Separate amount of unposted credits: (1) Actual amount of unposted credits to demand deposits (2) Actual amount of unposted credits to time and savings deposits (1) 3. Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits in domestic offices) 4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in Puerto Rico and U.S, territories and possessions ( not included in total deposits ): a, Demand deposits of consolidated subsidiaries b. Time and savings deposits (I) of consolidated subsidiaries c. Interest accrued and unpaid on deposits of consolidated subsidiaries 5. Deposits in insured branches in Puerto Rico and U.S, ta~todes and possessions: a. Demand deposits in insured branches (included in Schedule RC-E, Part 11) b. Time and saving deposits (1) in insured branches (included in Schedule RC-E, Part c. Interest accrued and unpaid on deposits in insured branches (included in Schedule RC-G, item 1 ,b) 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are a~so reflected as deposit liabilities of the reporting bank: a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, Item 7 column B) b. Amount reflected in t~me and savings deposits (1) (included in Schedule RC-E, Part I, item 7, column A or C, but not column B) 7. Unamortized premiums and discounts on time and savings deposits: (1,2) a. Unamortized premiums b. Unamortized discounts 8. To be completed by banks with" Oakar deposits ". a, Deposits purchased or acquired from other FDIC-insured institutions during the quarter (exclude deposits purchased or acquired from foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions): (1) Total deposits pumhased or acquired from other FDiC-insured insl~tutions during the quarter (2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF members report deposits attributable to BIF) b. Total deposits sold or transferred to other FDiC-insured institutions during the quarter (exclude sales or transfers by the reporting bank of deposits in foreign offices other than insured branches in Puerto Rico and U.S. territories and possessions) (1) For FDIC and FICO insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits. (2) Exclude core deposit intangibles. 252,000 2.b. 1 0 2.b.2 0 3 177,000 4.a 0 4.b 0 4.c ]222"I ' ' O~5,a / ~=a~l '" Ojs. b , S~l,l" ',,, 0~5.0 29,000 6.a 0 6.b 0 7.a 7.b 0 8.a.1 0 8.a,2 0 8.b ,Bank O~e, NA Legal Title of Bank Transmitted to EDS as 0013340 on 1 t/07/2003 at 11:18;11 CST FDIC Certificate Number- 03618 Schedule RC.O--Continued Dd[ar Amounts in Thousands FFtEC 031 RC-20 9, Deposits in lifeltne accounts 10. Benefit-responsive "Depository Institution Investment Contract. s" (included in totat deposits In domestic offices) 11. Adjustments to demand deposits in domestic offices and in insured branches in Puerto Rico and U.S. territories and possessions reported in Schedule RC-E for certain reciprocal demand balances: a. Amount by which demand deposits would be reduced if the reporting bank's reciprocal demand balances with the domestic offices of U.S. banks and sawngs associations and insured branches in Puerto Rico and U.S. territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis b. Amount by which demand deposits would be increased if the reporting bank's reciprocal demand balances with foreign banks and foreign offices of other U.S. banks (other than insured branches in Puerto Rico and territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis c. Amount by which demand deposits would be reduced if cash items in process of collection were included in the calculation of the reporting bank's net reciprocal demand balances with the domestic offices of U.S. banks and savings associations and insured branches in Puerto Rico and U.S. territories and possessions in Schedde RC-E 12. Amount of assets netted against deposit liabilities in domestic offices and in insured branches in Puerto Rico and U,S. territories and possessions on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances): a. Amount of assets netted against demand deposits b, Amount of assets netted against time and savings deposits 9 0110 Memoranda (to be completed each quarter except as noted) Dollar Amounts in Tho,usands' RCoNl Bit ] Mi~ I Thou ured branChes ir~ Puerto Ri~' ,~r~;;~;~ --~'-~~ um items l'a'(1) and 1'b'(1) ~~ ~dule RC~, items 5.a and 5.b): ........ Number ~ l0 ......... ..... 2~101, , 67~038,0~ 10 { ~7~'{ "' 151,247 ~ ~ces of the bank and in insured : ~,:;~- ~ ~ ~ ~ ,dons (see inst~ctions> ... ~9~tT {.....~0,195,000 Total deposits in domestic offices of the bank and in ins and U,S, territories and possessions (sum of Memorand must equal the sum of Schedule RC, item 13.a, and a. Deposit accounts of $100,000 or less (1): (1) Amount of deposit accounts of $100,0000 or less. . (2) Number of deposit accounts of $100,000 or less (to be completed for the June report only) b. Deposit accounts of more than $100,000 (1): (1) Amount of deposit accounts of more than $100, (2) Number of deposit accounts of more than $100,000 2, Memorandum item 2 is to be completed by ali ban Estimated amount of uninsured deposits in domestic branches in Puerto Rico and U.S, territories and p 3. Has the reporting institution been consdidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report or Thdff Financial Report ? tf so, report the legal title and FDiC Certificate Number of the parent bank or parent savings association: Text ~ ,, (1) The dollar amounts used as the basis for reporting in Memoranda items 1.a and 1.b reflect the deposit insurance limits in effect on the report date. M,l.a 1 M.l.a 2 M.l.b 1 M.l.b 2 M.2 FD~C Cert ~ N/AiM.3 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/0712003 at 11 :I8:11 CST FDIC Certificate Number- 03618 Schedule RC-R--Regulatory Capital Tier 1 capital Dollar Amounts ~n Thousands FREC 031 RC-21 1, Total equity capital (from Schedule RC, item 28) 2. LESS: Net unrealized gains (losses) on available-for-sate securities (1) (if a gain, report as a positive value; if a loss, report as a negative value) 3. LESS: Net unrealized toss on available-for-sale EQUITY securities (1) (report loss as a positive value) zt. LESS: Accumulated net gains (losses) on cash flow hedges (1) (if a gain, report as a positive value; if a loss, report as a negative value) __ 5. LESS: Nonqualifying perpetual preferred stock 6. Qualifying minodty interests in consolidated subsidiarfes 7. LESS: Disallowed goodwill and other disallowed intangible assets 8, Subtotal (sum of items 1 and 6, less items 2, 3, 4, 5, and 7) 9.a. LESS: Disallowed servicing assets and purchased credit card relationships ~ b, LESS: Disallowed deferred tax assets 10, Other additions to (deductions from) Tier 1 capital 11. Tier ~ capital (sum of items 8 and 10, less items 9,a and 9.b) Tier 2 Capital 12. Qualifying subordinated debt and redeemable preferred stock 13. Cumulative perpetual preferred stock includible in Tier 2 capital 14. Allowance for loan and lease losses includible in Tier 2 capital 15. Unrealized gains on available-for-sale equity securities includible in Tier 2 capital m 16, Other Tier 2 capital components 17, Tier2 capital (sum of items 12 through 16) 18. Allowable Tier 2 capital (lesser of item 11 or 17) 19, Tier 3 capital allocated for market dsk 20. LESS: Deductions for total risk-based capital 21. Total risk~based capital (sum of items 11, 18, and 19, Iess item 20) Total assets for leverage ratio ~, Average total assets (from Schedule RC-K, item 9) 23. LESS: Disallowed goodwill and other disallowed intangible assets (from item 7 above) 24. LESS: Disallowed servicing assets and purchased credit card relationships (from item 9.a above) ............ 25, LESS: Disallowed deferred tax assets (from item 9.b above) 26, LESS: Other deductions from assets for leverage capital purposes 27. Average total assets for leverage capjtat purposes (item 22 less items 23 through 26) Adjustments for financial subsidiaries 28.a Adjustment to Tier 1 capital reported in item 11 b, Adjustment to total dsk.-based capital reported in item 21 - 29, Adjustment to flsk-weighted assets reported In item 62 30. Adjustment to average total assets reported in item 27 Capital Ratios (Column B is to be completed by ail banks. Column A is to be completed by banks with financial subsidiaries) 31. Tier 1 leverage ratio (2) 32, Tier 1 risk-based capital ratio (3) 33. Total risk-based capitat ratio (4) 4 0 5 118,000 6 7 8 0 9.a 0 9.b 0 10 11 6 f 4,079,000 ]12 3f ' o 143 $31oI 2,130,000 114 ,222![ 2,000 ,~5941 0 ~ I ~,2~,000 ]17 '~,~gSl 0 ]20 1,3792t 2z;,s ,ooo 124 (C,~lumnA) ~ (Column B) I Percentage tp, cFI~ Percentage I .~273 ] ~/A[ 7204 [ 7,6~31 ~274 N/A 7206t 9.99%{ 32 l?sj" ' "/A 7=0.I 1~.74%133 (1) Report'amount included in Schedule RC. item 26.b, "Accumulated other comprehensive income." (2) The ratio for column B is item 11 divided by item 27, The ratio for column A is item 14 minus item 28.a divided by (item 27 minus item 30). (3) The ratio for column B is item 11 divided by item 62. The ratio for column A is item 11 minus item 28.a divided by (item 62 minus item 29), (4) The ratio for cetumn B is item 21 divided by item 62. The ratio for column A is item 21 minus item 28.b divided by (item 62 minus item 29). ,CD LUo a~oz ~ '~ Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18.11 CST FDIC Certificate Number- 03618 Schedule RC-T--Fiduciary and Related Services FFIEC 03I RC-28 Items 12 through 23 and Memorandum item 4 wili not be made available to the public on an individua~ institution basis, 1. Does the bank have fiduciary powers? (If "NO", do not complete Schedule 2. Does the bank exercise the fiduciary powers it has been granted? 3, Does the insbtution have any fiduciary or related activity (in the form of assets or accounts)'~ {If "NO," do not complete the rest of Schedule RC-T,) if the answer to item 3 is 'N'ES", complete the applicable items of Schedule RC-T, as follows: I RCF. C~ YES t NO IRCF~ YESINO YES/N0 tl 2 Institutions with totaf fiduciary assets (item 9, sum of columns A and B) greater than $250 million (as of the preceding December 31) or with gross fiduciary and related services income greater than 10% of re'venue (net interest income plus noninterest mcome) for the proceeding calendar year must complete: · items 4 through 19.a quarterly, · items 20 through 23 annually with the December report, and · Memorandum items 1 through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) greater than $100 mlllion but less than or equal to $250 m~Ilion (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete: - Items 4 through 23 annually with the December report, and . Memorandum items 'I through 4 annually with the December report. Institutions with total fiduciary assets (item 9, sum of columns A and B) of $100 million or less (as of the preceding December 31 ) that do not meet the fiduciary income test for quarterly reporting must complete: · Items 4 through 11 annually with the December report, and · Memorandum items 1 thrOugh 3 annually with the December report. (Column A) (Column B) "' ((~iumn C) '~ i~u'mn D) Managed Non-Managed Number of Number of Assets Assets Managed Non-Managed Accounts Accounts nts in Thousands T,II B,) M,,i ~u ..... B,II M!],I Thou,, .'~;.~m'~,~~t~ '~ ;,~"T~ ' ' RCFD B868 RCFD B8§9 RCFD B870 RCFD B871 accounts .... 5,725,000 3,65,000 6,545 244 ~nd agency accounts~' RCFD 8872 ..... RCFD 8873 RCFD~874 RCFO B875 ed contribution _ 443,000 6.2,000 169 '" 143 RCFD 8876 RCFD B877 RCFD 8878 RCFD 8879 ed benefit ~61~ m,000 704,,000 74 .... ~2' RCFD 6880 RCFD B8~1 RCFD 8882 RCFD B883 nts ~ 337,000 156,000 ' ' 315 83 'RCFD 0884 RCFD B885 RCFO C001 RCFO C002 ;y accounts 0 0 0 ............ 0 RCFO B880 ~ -. ,., ,'-~',i RCFO 8888 ............. agency accounts 3,200,000 ~t,!"1,569 RCFD B890 RCFD B891 RCFD B892 RCFD B893 .... 1,637,000 53~,000 ...... ~,0.16 ....... 291'' Doll FiDUC~Y AND RELATED A 4. Personal trust and agency 5. Retirement related trust and a. Emptoyee benefit-define( ;.a b. Employee benefit-defim 5.b c. Other retirement accounts 5,c 5. Corporate trust and agency 6 7. Inventment management 7 8. Other fiduciary accounts 8 Bank One, NA Legal Title of Bank Transmitted to EDS as 0013340 on 11/0712003 at 11:18:11 CST FDIC Certificate Number. 03618 Schedule RC-T--Continued FFIEC 031 RC-29 Dollar Amounts in Thousands FIDUCIARY AND RELATED ASSETS--Continued 9. Total fiduciary accounts (sum of items 4 through 8) 10. Custody and safekeeping accounts ....... 1 I. Fiduciary accounts held in foreign ofices (included in items 9 and 10) (Column A) Managed Assets Tnl I 8il I Mil ) Thou RCFD 8894 ,707,000 RCFN Bg00 (Column B) Non-Managed Assets RCFD B895 1,825,000 RCFD B898 9,893,000 RCFN 8901 (Ceiumn ~;i Number of Managed Accounts RCFD B896 10,688 RCFN S902 (Column D) Number of Non-Managed Accounts RCFD B897 823 RCFD B899 1,203 RCFN B903 Dollar Amounts in Thousands FiDUCiARY AND RELATED SERVICES INCOME 12. Personal trust and agency accounts 13. Retirement related trust and agency accounts: a, Employee benefit--defined contribution b. Employee benefit--defined benefit c, Other retirement accounts 14, Corporate trust and agency accounts 15. investment management agency accounts 16. Other fiduciary accounts 17. Custody and safekeeping accounts 18. Other fiduciary and related services income 9 10 11 19. Total gross fiduciary and related services income (sum of items 12 through 18) (must equal Schedule RI, item 5.a) a. Fiduciary and related services income-foreign offices (incIuded in item 19)___._~. ~.912I 20. Less: Expenses ..... 21, Less: Net losses from fiduciary and related services 22. Plus: Intracompany income credits for fiduciary and related services 23. Net fiduciary and reIated services income ,,, ~, 12 ~s0$l 1.000 ~ 1.000 e9o71 2.000 A4791 1,000 ~ 15,000 A4801 1.000 4.000 17 0 18 13,a 13,b 13.c 14 15 16 Memoranda I. Managed assets held in I a. Non intarest-beadn b. lnterest-beadn ¢. U.S. Treasury d. State. county and munici e. Money market m~ f. Other short4erm obli g. Other notes and bonds h. Common and preferred L Rea{ estate mod j. Real estate Managed' Assets ,DolIar Amounts in Thousands iRCF.,C{" ~il',' Uil ,,Thou ~ersonal trust and agency aCCounts: ........... ~posits ........... , .......... B913 ..... N/A ts ...................... B9t4 ~ N/A . Government agency obligations .............. B915 N/A cipal obligations ............... ~J'l~ N/A Unds ........... 6917 NJA :ions ............ , ....... 69~8 N/A ........ 89~9 NIA ........ ' .......... R921 N/A , , , u B922 N/A B923 N/A d personal trust and agency accounts (sum of Memorandum ~¥¢~:~;~.'· ' '' ..... '~-"" ...... ~4,' ~' k. Miscellaneous assets I. Total assets of managed ] items 1 ,a through l,k) (must equal Schedule RC-T, item 4, column A) M.1 .a M.l.b M,l.c M.l.d M,l.e M.l.f M.l.g M.l,h M.l.i M.1j M.l.k M.1J Bank (~ne, NA Legal TiMe of Bank Transmitted to EDS as 0013340 on 11/07/2003 at 11:18.11 CST FDIC Certificate Number - 03618 Schedule RC-T--Continued FFIEC 03I RC-30 Memoranda--Continued ' I (ColumnA) I (CofumnB) J [ Number of Principal Amount ~ issues [ Outstanding [ Dollar Amounts in Thousands IRCFI~_.i;~!--~... 5', ~..?... '~ ~"J IRCF q BiI J ~ J ~o~ a. Co~te and municipal t~steeshJps ~~ B927 ~AJ ,9~,~ ~ ~AJM.2.a b. Transfer agent, registrar, paying agent, and other co.orate agen~ J,B~9 ~AJ L:~'~(~¢~%~(~ M.2.b 3, Collective investment funds and common trust funds: a, Domestic equity b. International/Global equity c. Stock/Bond bJend d. Taxable bond e. Municipal bond f. Short term investments/Money market g. SpeciaitytOther Dollar Amounts in Thousands h. Total collective investment funds (sum of Memorandum items 3.a through 3.g), _ 89331 Number of Funds N/A N/A N/A N/A N/A N/A N/A (Column B) "[ Market Value of Fund Assets Bil t Mit I Thou M.3.a N/A M.3.b N/A M.3.c N/A M.3.d N/A M.3,e N/A M.3.f N/A M.3.g N/A M.3.h Dollar Amounts in Thousands 4. Fiduciary settlements, surcharges and other losses: a. Personal trust and agency accounts b. Retirement related th~st and agency c. Investment management agency accounts d. Other fiduciary accounts and related services. e. Total fiduciary settIements, surcharges, and other Josses (sum of Memorandum items 4.a through 4,d) (sum of coIumns A and B minus column C must equal Schedule RC-T, item 21) (Column A) (Column B) Gross Gross Losses Non-Managed Accounts N/A Mill Thou PerSon to whom questions about Schedule RC-T~Fiduclary and Related Services should be directed: (Column C) Recoveries Thou N/A M.4.a N/A M.4.b MA.c M.4.d N/A M.4.e John Dible, Accountant Name and T'~le {TEXT B962) john dible(~bankone,com E-mail Address ('TEXT B928) 614-2484772 614-244-2213 Telephone: Area code/phone numbedextension (TEXT B963) FAX: Area code/phone number (TEXT B964) Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income at dose of business on September 30, 2003 Transmitted to EDS as 0013340 on 11/07/2003 at 11:18:11 CST Bank One NA Chicaqo IL Legal Title of Bank City State FFIEC 031 RO31 The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly availabIe data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in Schedule RC-T, items 12 through 23 and Memorandum item 4, is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICA~ONS OF INDMDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS ~ IN THE CONFIDENTIAL rrEMS IN SCHEDULE ROT, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment' box below and should make no entries of any kind in the space provided for the narrative statement; l.e., DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The optional statement must be entered on this sheet. The state- ment should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 char- acters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer-file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its acuracy. If, subsequent to the odginaJ submission, material changes are submitted for the data reported in the Reports of Condition and Income, the exfsting narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement wilt appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the trucnation of the statements exceeding the 750-character limit described above.) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVI- SORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLO- SURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CON- RRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN, A STA'TEMENT TO THk.9 EFFECT WILL APPEAR ON ANY PUBLIC RELF_ASE OF THE OPTIONAL STATEMENT SUB- MITRED BYTHE MANAGEMENT OF THE P,B=ORTING BANK. X = NO COMMENT Y = COMMENT BANK MANAGEMENT STATEMENT (please type or print clearly): TEXT ( 70 characters per line } ~ State of Michic~lan Deposits - ,$442 million Signature of Executive Officer of Bank Date of Signature THIS PAGE IS TO BE COMPLETED BY ALL BANKS Transmitted to EDS as 0013340 on 1 ~/07t2003 at 11:18:11 CST NAME AND ADDRESS OF BANK Bank One, NA I Bank One Plaza, Ste IL1-0309 Chicago, IL 60670 OMB No. For OCC: 15570081 OMB No, For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 4/30/2006 SPECIAL REPORT (Dollar Amounts in Thousands) CLOSE OF BUSINESS DATE 9f3012003 . I LOANS TO EXECUTIVE OFFICERS (C0mpiete as of each Call Report Date) FDIC Certificate Number 3618 The following information is required by Pubtic Laws 90-44 and 't 02-242, but does not constitute a part of the Report of Condition. With each Report of Condition, these Laws require ail banks to furnish a report of ali loans or other extensions of credit to their excutive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of credit are not required. I1: no such Ioans or other extensions of credit were made during the period, insert "none" against subitem (a) (Excluded the first $15,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2. and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation O) for the definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. a. Number of loans made to executive officers since the previous Call Report date b, Total dollar amount of above loans (in thousands of doIlars), c, Range of interest charged on above loans (example: 9-314% = 9.75) .L77 SIGNATURE AND TITLE OF OFFICER a~ TO SIGN REPORT From o To '92 b 5.38%J 7702i 5.38 Yo]c DATE (Month, Day, Year) X~ O~ 0 '41 0~ oo Z CD 0000ooo ~o~o~ 0 0 ~9 ~0 0 ~ ~ N N ~ 0 ~0 G g Z u o N 0000000 0 0000 o N 0 0 o 0 0 o 000~0~oo0~ O~O~N ~o~o~o mm~ ~ m~o -~. la. g g ~0~ G ~0~ 0~0 0000 0~0 0000 ~0~ 0000 000~ 0~ 0~0 0~0~ c> C> g fl,, '7. ~ g g ° G: ~o~ O0 0 0 g ~J ~00o 0 0 oo0 z~ 21: CD Z 0 N 0 0 (~0 Sllpt$ luoum2~u~IN smmq jo lu*mo~UUlAI Al!p!nb!q q;§u~.z;S lul~u~u!~ Al!plnblq %1~6'LI %£t,'l %8£'0 %1~E'69 %8~'£ %~6'£ I %38'0~ 000'0IE'LI 000'90I'[ O00'~g~'91g 000'901'~ O00'I09'LH 000'9~I'1 O00'I09'L~I 000'g6I'EOI 000'~09'§tg O00'ILg'9t 000'~6I'~0I O00'Eg~'OE O00'I09'L~t 000'~Sg'0r 000'I 09'LkI 000'6~0'5L$ % s,O00 X;!nbE s,~oploq>lOOlS (pazH~nuuv) otuoouI ION (poz!ignuuv) omOOUl mN suuoq ~uluuoj~aduoN sI!sodacl suuo"I slossv o~ma,~V polsnfpv I*1O£ (I a=lI) Imld~:3 kmmpd ,~aaso~I ssoq ueoq -? lqocI u.uo£ ~uo"l + XllnbH s,zoploqoamlS sl!sodocI o~oso~I ssoq ueoq + lqoG ttua£ fiuoq + Xl!nbH sA*ploqmeqs avodoo plos spund paA + sal{unaa$ luomlso^uI + S>lUelit moad onG + qsuD gOOi~ 'Og H~ItlAISt&d~tS AO SV SOLLVH VN '~INO ~INIVIt ? ~u~aj_ ]~oq8 1 LUJ~J_ 6uo-I s~ood ~ Luna± ]Joqs I Lu]a.L s,~poolAt :~EI 6u!~e~l ],!PASO >tueEl ],uaJJno A~lOJ_OV.a 8 I.L'~'S HDIH C)NI/¥~I 000'000'0 bg'Z~$ -lVllctVO ,L.LI FIO::t "1V101 (ooo'ooo'6~$) S31/I~IFIO3S 3-1¥8 MOa 3-1EtV-II'~'AV NO (SFJSSO-I) SNI¥C) 9NKTIOH QaZI-1'¢3MNFI .L3N 000'000'~66'Z$ S'aA~13SaM -tVlIclVO QNV SJ_l:lO~a Q3QIAIQINFt 000'000'~9;'65 SNld~INS 000'000'~0~$ ~OO.LS NOIAIlAIOO gOO2: 'Og ~I=ISIA131d3S =i0 SV VN 'EINO B BANK-:=ONE. DEAR FELLOW SHAREHOLDER Bank One made very good progress in 2002. We earned $3.3 billion - or approximately 15% return on equity (ROE) - versus $2.6 billion in 2001. In man7 ways 2002 ended the "fix-it" chapter for Bank One. I can now say that we are appropriatel7 and responsibl7 investing in all parts of our busi- ness. This clearl7 wasn't true in the past. In 2003 we will continue to make substantial investments in all areas, including people, technology, marketing, products, branches, and branding. Today Bank One is positioned to grow properly and profitably. Our discipline and investments will drive revenue growth. Efficiency will graduali7 improve operating margins and pay for our investments. Credit will improve due to our pruning and better management of exposures and the eventual eco- nomic recovery. In this letter I wilt review our accomplishments of 2002 and share how we wilt build on this progress in 2003 and beyond. I will also discuss some critical subjects in the news. This 7ear I've asked the heads of our four main lines of busi- ness, as well as our Chief Information Officer and our Chief Risk Management Officer, to add to this letter with their own shareholder letters. Each area is facing specific business oppor- tunities and challenges, and each leader does an outstanding iob of assessing and addressing them. You wilt note some consistent themes across our lines of business. First, we are not in any business where we can't effec- tively compete. Second, each of our businesses is beginning to perform and demonstrate signs of growth. Third, each is real- izing its competitive advantages and becoming an efficient, bestqn-ctass providen As you read our letters, I hope you fed - as I do every day - the growing energy and com- peutive spirit ar Bank One. t. rH~ It~POI~TANCE OF 200:~ ACCO3/iPLtSHt~I:NT$ By the end of 2002 we had significantly cut expenses, run off large, unprofitable, and risk7 books of business, consolidated and upgraded massivet7 complex systems and operations, strengthened our management teams, and Tier 1 Capital 9.5 90 8,5 8.0 75 70 6,5 6.0 implemented highly structured risk controls, t am extremely pleased that during a t~me of dramatic change we were also able to show growth. Building our fortress balance sheet. We ended the year with Tier 1 capital of 9.9% and a loan-loss reserve ratio of 3.2% - both among the highest of all major banks. Even if new accounting rules require us to move certain off-balance-sheer exposures, such as asset-backed conduits, onto our balance sheet, our cap~tal ranos wiI1 continue to be among the strongest in the ~ndustry. Our pension obl,gations are fully funded. This year we expanded our authorized share buyback program from $500 million to $2 billion and to date have purchased more than $600 million of stock. In the event of continued economic weakness, we are extremely welt capitalized and wei1 reserved. We are also welt protected against rising interest rates, which I will talk about later in this letter. 2000 200I 2002 Building a foundation for growth while sustaining strong and expanding margins. In 2003 expenses will increase approxi- mately $300 million, ro $9.9 billion. A large portion of this increase is related to the expens- ing of options and higher medical, pension, and insurance costs. Your company is also dra- mat,call7 increasing ,nvestments in key areas such as new products, marketing, systems, and branch upgrades. This spending is what I would call good spending. While these invest- ments increase expenses in the short run, they fortify and drive growth in the long run. BANK ONE 2002 ANNUAL REPORT 1 ..... AVERY* ~ PVllIIXL 0 ~Z 0 0 0 0 © 0 C BANK _ ONE. Bank One Wire Transfer Service Terms Dated as of Dated as of ("Customer") 1. Rervice~. The following provisions apply to the Services for funds transfers that Bank One may provide in connection with any account maintained by the Customer with Bank One. The provisions of Bank One's Commercial Account Agreement or other applicable agreement for account and Treasury Management services ("Service Agreement") are incorporated into these Service Terms by this reference. Capitalized terms used herein and not otherwise defined shall have the same meaning specified in the Service Agreement. 2. Payment Order~q. Bank One will execute each payment order issued in the name of the Customer which: (a) is received by Bank One in a manner described in these Service Terms; (b) specifies the Customer's account with Bank One or the account with another bank from which it is to be paid; (c) is verified as the authentic payment order of the Customer using one of the Security Procedures defined in paragraph 10 and t. 1; and (d) is accepted by Bank One ("Payment Order"). 3. ~. A Payment Order may be cancelled by the Customer if the cancellation is received: (a) by Bank One from a person Bank One reasonably believes is authorized to cancel the Payment Order for the Customer before the related Payment Order is accepted by Bank One; (b) in the case of any foreign exchange Payment Order, prior to the value date of the Payment Order; provided however, the cancellation will only be effective if it is honored by the beneficiary's bank; or (c) in the case of a Payment Order sent electronically where the Service allows, by a Bank One computer and is verified as the authentic request of the Customer using the applicable Security Procedure defined in paragraph 10 or 11 ("Cancellation"). Bank One has no obligation to adjust, reverse or stop payment or posting of a Payment Order or Cancellation (each a '~fransfer" and collectively, '~rransfers"), except to the extent, if any, permitted by the applicable funds transfer system rules. A Payment Order other than an electronic foreign exchange Payment Order may not be amended or modified. An electronic foreign exchange Payment Order may be cancelled or closed-out in whole or in part, in which case, Bank One shall offset the amount of foreign currency closed-out or cancelled by the Customer at the prevailing market rate and the Customer will hold Bank One harmless from any loss suffered as a result of such offset necessitated by the Customer's close-out or cancellation. If an electronic foreign exchange Payment Order that has been cancelled for any reason is re-initiated by the Customer, a new foreign exchange rate~(prevailing as of the time of re-initiation) will be assigned. 4. Ree. ei? of Tran.qfers. Transfers must be received by Bank One on a business day no later than the time specified by Bank One. Certain Transfers received after the specified time may be processed on the next funds transfer business day. 5. Identi~ing Number. The Customer acknowledges that: (a) if a Transfer identifies its beneficiary or specifies the owner of the account to be debited, as applicable, by both a name and an identifying or bank account number and the name and number identify different persons, execution of the Transfer and payment to the beneficiary may be made solely on the basis of the number; and (b) if a Transfer identifies any bank both by a name and an identifying number and the number identifies a person other than the bank identified by name, any bank may rely solely on the identifying number. 6. F. xecution and Transmission of Payment Orders. If the accounts to be debited and credited by a Payment Order both are maintained with Bank One, the Transfer may be made by a book transfer and not through a funds transfer system. 7. Nntiee of Re?.etion. Bank One promptly upon becoming aware will notify the Customer if a Payment Order is rejected and promptly will advise the Customer as to the reason after Bank One receives notice of the reason. The notice or advice shall be deemed commercially reasonable if made available through the Service or given electronically, orally, by telephone, facsimile transmission. first class mail or private delivery service. 8. Notice of Execution. Bank One will notify the Customer of the execution of a Payment Order. The notice shall be deemed commercially reasonable if made available through the Service or in a periodic account statement or given electronically, orally, by telephone, facsimile transmission, first class mail or private delivery service. Unless within three (3) business days after receipt of notification of the execution of a Transfer, Customer notifies Bank One in writing that any Transfer was unauthorized, altered, erroneous or otherwise unenforceable against the Customer, Bank One shall not be liable for interest on any such Transfer which otherwise may be refundable to the Customer under applicable law. Bank One Wire Transfer Service Terms (08-03) Cash Manager® CashNet® FirstCash® The One Connection ® The One Net® One Net® and FirstWindow® are registered mark~ of BANK ONE CORPORATION. 1 of 4 BANK ONE Funds Transfer ,q?mm Rnle~. Terms used in these Service Terms that are defined in the relevant funds transfer system rules, but not in these Service Terms, have the meanings given those terms in the relevant funds transfer system rules. The Customer represents and warrants to Bank One that each Transfer initiated by the Customer is in compliance with the laws of the United States of America, including, without limitation, economic sanctions administered by the United States Treasury Department's Office of Foreign Asset Control ("OFAC") and any other applicable laws. 10, tlank One Security Praced,re,~. The Customer agrees that the authenticity of a Transfer will be verified as being that of the Customer using one of the following applicable security procedures (each a "Bank One Security Procedure"): (a) Rle~trcmlc Transfer ,Re~nrity Pmcednre: For any Transfer initiated by the Customer by the use of a personal computer, terminal or a touch-tone telephone in connection with Services including but not limited to Cash Manager®, CashNet®, DirectWireTM, FirstCash®, FirstWindow®, The One Connection®, Cash Connector, NBDNet, The One Net®, and One Net® (each an "Electronic Transfer"), a Bank One computer must receive one or more codes, passwords, certificates or security keys related to algorithms assigned to the Customer by Bank One which permits access to the applicable Service. In some cases, a Bank One computer may place a telephone call back to the Customer's computer or terminal to retrieve one or more Electronic Transfers. The Customer acknowledges that prior to sending any Electronic Transfer using any such Service, the Customer may be required to complete and deliver to Bank One funds transfer setup forms and that only Electronic Transfers described in repetitive funds transfer setup forms executed and delivered by the Customer to Bank One can be issued or transmitted using a touch-tone telephone. (b) Telephonic Re,~uHty Prrmednr~,. (i) Authorization. The Customer may authorize persons ("Initiators") to send Payment Orders to Bank One. The Customer may also authorize persons ("Confirmors") to confirm Payment Orders. Each Initiator and Confirmor may be assigned a personal identification code or number for the purpose of caller identification. A person designated as an Initiator and a Confmnor cannot initiate and confirm the same Payment Order. Changes to the designation of Initiators and Confirmors may be made in writing by completing a Telephonic Funds Transfer Authorization Form or other authorization in form and substance satisfactory to Bank One. (ii) Nnn~R~,ne, tltlv~, Payment Order ,qe~nri~ Prncextnra, Each Payment Order that is not subject to a repetitive funds transfer setup form ("Non-Repetitive Payment Order") will be verified using the following security procedure. Bank One will obtain from the person purporting to be an Initiator: the amount of the Payment Order and certain other information regarding the Payment Order; and, if applicable, the Inifiator's personal identification code or number; and pursuant to Bank One's usual and customary procedures, Bank One may place a telephone call to a Confirmor to confirm the issuance of such Non- Repetitive Payment Order. (iii) l~en~,titivo. Pnvm~,nt Ord~.r Re.c.rity Proaerlur~.. The Customer may complete a repetitive funds transfer setup form providing that payments may be made from a designated Bank One account to another designated account ("Repetitive Payment Order"). Bank One will verify each Repetitive Payment Order by obtaining from the person purporting to be an Initiator the amount of the Repetitive Payment Order, the transaction I.D. set forth in the funds transfer setup form or otherwise assigned relating to the Repetitive Payment Order and, if applicable, the Inifiator's personal identification code or number. Bank One is not required to take any other action to verify the Repetitive Payment Order. (c) ~. The Customer and Bank One, upon mutual agreement, may establish per transaction U.S. Dollar limits for Initiators, Confirmors and Repetitive Payment Orders. (d) ttinding Nature of Tranqfer. The Customer agrees that it is bound by any Transfer, the authenticity of which is verified as being that of the Customer by Bank One using the applicable Bank One Security Procedure set forth herein. 11. Custnmer Security Praeedure. (a) C,mmme. r ,qo~ur]ty Pmce, dnre. In the event the Customer rejects the Bank One Security Procedures and chooses to initiate Payment Orders by telephonically contacting a banking division, the following security procedure will apply (the "Customer Security Procedure" and together with each Bank One Security Procedure, the "Security Procedures"): Bank One will obtain from a person Bank One believes to be authorized by the Customer (i) the Customer's name, (ii) the amount to be paid pursuant to such Payment Order, (iii) the Customer's account with Bank One from which the Payment Order is to be paid, (iv) the name of the beneficiary of such Payment Order, (v) the name of the beneficiary's bank and city and state, and (vi) the beneficiary bank account which is to be credited pursuant to the Payment Order (collectively "Payment Order Data"). In the Bank One Wire Transfer Service Terms (08-03) ® ® ® Cash Manager® CashNet FirstCash The One Connection The One Net® One Net~ and FirstWindow® are registered marks of BANK ONE CORPORATION. 2 of 4 BA NK . O event the Payment Order exceeds a limit set by Bank One from time to time, Bank One may confirm the issuance of such Payment Order by calling the telephone number of a person Bank One believes to be authorized by the Customer, reciting to such person and having the person confirm the Payment Order Data. Bank One will not request a personal identification code or number. Bank One is not required to take any other action to verify the Payment Order. (b) Binding Nature nf Transfer. The Customer and Bank One agree that the use of the Customer Security Procedure constitutes a security procedure selected by the Customer and refusal by the Customer to use any of the Bank One Security Procedures. The Customer agrees to be bound by any Payment Order, whether or not authorized, issued in the name of the Customer using the Customer Security Procedure. t2, Reliance an Content of Transfers. The Security Procedures described herein are in addition to and do not limit or otherwise revoke or affect any separate Customer authority of any person (whether by course of dealing or otherwise) to issue Transfers in the name of the Customer. The Customer will establish and maintain, and will cause each person to which an I.D., code, number, password or security key related to algorithms is assigned to establish and maintain, reasonable security and control of each Customer's Computer as defined in the Service Agreement and any such I.D., code, number, password or security key related to algorithms. Bank One will maintain reasonable security and control over any I.D., code, number, password or security key related to algorithms assigned by Bank One to the Customer. Bank One is not responsible for the detection of errors contained in any Transfer and is entitled to rely on the information contained therein. No agreement or instruction of the Customer restricting acceptance of any Transfer is binding on Bank One except as set forth in these Service Terms or in a writing signed by Customer and Bank One and is received by Bank One at a time and in a manner affording Bank One a reasonable opportunity to act before any affected Transfer is executed, made or transmitted by Bank One. 13. Foreign Exchange (a) Rettlement. At its discretion, Bank One, from time to time, may establish a limit for foreign exchange Transfers ("PRUS Limit") applicable to the Customer, In the event the Customer has no PRUS Limit or has exceeded the PRUS Limit, settlement of one or more foreign exchange Transfers may be required to be made on the same business day as the release of the Payment Order to Bank One or Bank One may hold the Payment Order until the Customer has sufficient available funds in its account with Bank One; provided, however, if by the end of business day on which the Transfer was released to Bank One sufficient funds still are not available, Bank One may cancel the foreign exchange Transfer. Bank One may increase, decrease or waive the PRUS Limit at any time in its sole discretion. Generally, if the PRUS Limit is not exceeded, funds will be debited on the value date of the payment for drafts. (b) Price. Bank One will not accept a foreign exchange Transfer until a rate quote for the applicable currency is available to the Customer. Unless otherwise instructed by the Customer, Bank One will process any foreign exchange Transfer when a price quote for the applicable currency is available. (c) _Valise 13ate~ and Delivery. Regardless of the value date specified on the confirmation received on the Customer's Computer, once a foreign exchange Transfer is released to Bank One, the Transfer will be assigned a value date in accordance with the spot date generally used by the foreign exchange market or such other value date specified by Bank One from time to time. The resulting value date will be a day ranging from the same day as the effective date of the Transfer to a date up to three (3) business days after the date on which the Transfer is released to Bank One. Delivery is subject to standard terms of dealing of the foreign exchange industry, including, without limitation, terms of dealing relating to force majeure, impossibility and inconvertibility, which events may result in delay in, or termination of, the performance of a delivery obligation. Bank One may delay the settlement of a foreign exchange Transfer upon the occurrence of a Disruption Event, which may include an event which constitutes "Price Source Disruption" or "Price Materiality" under the 1998 FX and Currency Option Definitions issued by ISDA, EMTA and the Foreign Exchange Committee (events which involve (i) a situation in which it is impossible to obtain a price, or (ii) a situation in which the market price of the currency available to Bank One diverges materially from the price quoted to the Customer due to extraordinary prevailing interest rates, foreign exchange limitations or controls or other factors). As used in these Service Terms, "inconvertibility," "Disruption Event," "Price Source Disruption" and "Price Materiality" shall have the meanings assigned to them, from time to time, by relevant foreign exchange industry terms. (d) Fnreign Exchange Draft Praceclure~ In the event the Customer requires that a draft be issued in connection with a foreign exchange Transfer, the following provisions shall apply: Bank One Wire Transfer Service Terms (08-03) Cash Manager® CashNet® FirstCash® The One Connection ® The One Net® One Net® and FirstWindow ® are registered marks of BANK ONE CORPORATION. 3 of 4 BANK _ ONE. On-site Drafts. For drafts printed at Customer's office, a Bank One computer must receive notice of the issuance of the draft through FirstCash® or FirstWindow®, using the applicable Security Procedure, before the draft is presented for payment at the relevant Bank One correspondent bank. If Bank One does not receive such notice, the draft may not be honored upon presentment to Bank One or its correspondent. The Customer acknowledges that neither Bank One nor correspondent bank will maintain signature cards for the Customer and neither is obligated to inspect any draft for the presence of or authenticity of any signature of any person or whether the signature is authorized. The Customer shall keep stock of unissued drafts in safe custody in the same manner as it would keep cash, currency, unissued cashier(s) or traveler(s) checks or similar money instruments until issued. The Customer shall be liable for any loss, theft or mysterious disappearance of any drafts and will unconditionally pay on demand the face amount of any such drafts which have been presented to and paid by Bank One without regard to whether Customer is legally obligated to make such payment or whether Customer notifies Bank One of any such loss, theft or mysterious disappearance, Bank One will use reasonable and customary efforts to notify its correspondents of a stop payment request with respect to a draft; provided, however, regardless of any notice, written or otherwise, Customer will hold Bank One harmless and indemnify Bank One against any loss in the event a draft is paid over any stop payment request. Remote Drafts. For drafts printed at Bank One's offices, Bank One must receive a Payment Order through FirstCash® or the FirstWindow® Electronic Funds Transfer or Cross-Border Payments applications or over the telephone, using the applicable Security Procedure, specifying that Bank One execute the Payment Order by issuing a draft, Bank One will cause the draft to be printed and completed and will mail the draft to Customer or the applicable beneficiary as instructed by the Customer in the Payment Order (the "Mail to Address") or on the applicable signature card. Bank One wiI1 use reasonable and customary efforts to notify its correspondents of a stop payment request with respect to a draft; provided, however, regardless of any notice, written or otherwise, Customer will hold Bank One harmless and indemnify Bank One against any loss in the event a draft is paid over any stop payment request. Remote drafts may not be available for some currencies even though such currenmes may appear on F~rstCash or F~rstW~ndow. (e) tY,,rrency Indemnity.. If any foreign exchange Transfer is cancelled for any reason, the Customer shall indemnify Bank One and hold Bank One harmless fi.om and against any loss incurred by Bank One arising from any change in the value of the applicable currency in relation to U.S. Dollars between the time Bank One purchases such currency to cover such Transfer and the time Bank One is able to convert such currency into freely transferable U.S. Dollars. The Customer agrees to pay any such amount on demand. 14. C. on.qnmer Tran~action~q. If a Payment Order or related Cancellation is a portion of a funds transfer in which other portions are subject to the Electronic Fund Transfer Act of 1978 (as in effect from time to time), all actions and disputes between the Customer and Bank One concerning the Payment Order or Cancellation shall be determined pursuant to Article 4A of the Uniform Commercial Code in effect in the state where the relevant account is maintained as varied by these Service Terms. 15. Third Party Servia. e Prnvlderg. In the event the Customer chooses to use a third party service provider ("Provider"), the Customer is responsible for all costs and expenses of its Provider, including, without limitation, all costs and expenses relating to all communications between its Provider and Bank One and all communications between Bank One and the Provider. The Customer shall require each of its Providers to agree to be bound by the confidentiality provisions of the Service Agreement. The Customer is liable for all actions taken or not taken by its Provider in regard to these Service Terms. If each of the Customer and Bank One is a contracting party with the same Provider under separate contracts, the party that originated the instructions, including, without lirdtation, any Transfer, to the Provider is liable for the resulting action or non-action, subject to the provisions of these Service Terms, and for all resulting costs and expenses. Bank One Wire Transfer Service Terms (08-03) Crmh Manager® CashNet® FirstCash® The One Connection® The One Net® One Net® and FirstWindow® are registered marks of BANK ONE CORPORATION. 4 of 4 CONTINUING DEPOSIT SECURITY AGREEMENT THIS AGREEMENT is entered into as of this ~day of' ., 200 __, by and be~veen the ("Customer"), and Bank One, NA, main office Chicago, lllin..gis' ("the Bank'). RECITALS A. From time to time Customer, for investment and business purposes, makes deposits of money with the Bank; and B. Although such deposits are generally eligible for FDIC insurance coverage, such coverage is limited for the funds of each public unit, as that term is defined by applicabie law. C. In consideration of the deposits made by Customer with the Bank, Customer and the Bank desire to enter this Agreement granting Customer a security interest in certain Coil ateral hereinafter defined to afford Customer greater protection. NOW, THEREFORE, in consideration of the Customer's depositing its funds with the Bank and as security for the repayment of those deposits, the parties agree as follows: 1. OBLIGATIONS. The obligations subject to this Agreement, hereinafter referred to as "Obligations", are the accounts held in the following name: GRANT OF SECURITY INTEREST - COLLATERAL. To secure the Obligations described above, the Bank hereby grants to the Customer security interest in and assigns and pledges assets, hereinafter referred to as ("Collateral"). The Bank represents that its Board of Directors has passed a resolution authorizing and approving the execution and delivery of contracts with the United States, individual states, and any political subdivisions thereof ("Public Units") providing for the deposit of public funds with the Bank and the pledge of collateral by the Bank to the Public Unit and further authorizing and approving the execution and delivery of all related contracts between the Public Units and the Bank, including without limitation, assignments, pledge agreements and security agreements; that such resolution is reflected in the Minutes of the Bank's Board of Directors; and that a copy of this Continuing Deposit Security Agreement shall be maintained as an official record pf the Bank. LOCATION OF CpLLATERAL. The Bank agrees to deliver and ptace the CoIlatera~ with the Federal Reserve Bank, hereinafter referred to as "Trustee", as a book entry item in the name of the Customer as the secured party. Page 1 of 4 Evidence of such transaction will be forwarded to the Customer immediately after the transaction occurs, in no event later than one (1) week from the execution of this Agreement. BANK REPRESENTATI. ONS, WARRANTIES AND PROMISES. The Bank further represents, warrants and agrees: a) The Bank has full power and authority to enter into this Agreement. b) The Bank is the owner of the Collateral, or if the Bank is not the owner, the owner has agreed to execute a Hypothecation Agreement granting a security interest in the Collateral in consideration of the Customer's deposits. c) The Bank agrees that the total aggregate market value of the Collateral pledged to the Customer, pursuant to this Agreement, shall be continually maintained at the amount equal to or greater than the Obligations of the Bank to the Customer which exceed the sum of the Federal Deposit Insurance Corporation's insurance limitation. Customer shall notify Bank of significant changes in the amount of Customer's deposits, at which time Bank will pledge additional or release excess securities. (Bank will voluntarily monitor the market value of pledged sec urities on a daily basis.) d) If the Bank shall desire to sell or otherwise dispose of any one or more of the securities constituting part of the Coltateral deposited with the Trustee, it may substitute for any one or more such securities other securities of the same current par and of the character authorized herein. Such right of substitution shall remain in full force and may be exercised by the Bank as often as it is desired; provided, however, that the aggregate market value of all Collateral pledged hereunder shall be at least equal to the amount of Collateral requir ed hereunder. e) The Bank shall be entitled to income on securities held by the Trustee, and the Trustee may dispose of such income as directed by the Bank without approval of the Customer, provided a breach of contract does not exist. f) This Agreement will continuously, from the time of its execution, remain part of the official records of the Bank. EVENTS OF BANK DEFAULT. The Bank shall be in defauIt under this Agreement upon the occurrence of any one or more of the following events or conditions which continue to exist for a period of ten (10) days after Customer has served the Bank with a notice generally describing said defaults: a) Failure to comply with any of the requirements of Subparagraph 4 above or any other provisions of this Agreement: b) Non-payment of any of the Obligations when due or non-performance of any promises made by the Bank in this Agreement: c) Insolvency of the Bank Page 2 of 4 d) The appointment of a receiver for any part of the Bank. RIGHT OF CUSTO_MER UPON BANK'S DEFAULT. In the event of a default by the Bank, in addition to ail the rights and remedies provided in Article 9 of the Uniform Commercial code and any other applicable law, the Customer may (but is under no obligation to the Bank to do so) sell, assign and deliver the whole, or any part of the Collateral or any substitutes thereof or additions thereto, in a commercially reasonable manner and with right to purchase the Collateral at any public sale. Out of the proceeds of any such sale Customer may deduct its actual damages and reasonable costs and expenses of sale incurred as a result of Bank's default, accounting to Bank for the remainder, if any, of such proceeds or cotlateral remaining unsold. CUSTOMER REPRESENTATIONS, WARRANTIES, AND PROMISES. Customer further represents, warrants and agree s: a) Customer has full power and authority to enter into this Agreement. b) Customer will comply with the terms of any other agreements it may have with the Bank which govern the Obligations. In the event that Customer fails to comply with any of its promises herein, or any of its representations is untrue or any of its warranties is breached, or if any of the Obligations are subjected to service of process, includinq but not exclusively, a writ of execution, then Bank may immediately terminate this Agreement. LAW GOVERNING. This Agreement and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with the laws of the State of applicable to agreements made and to be wholly performed in such state. TERMINATION OF THE AGREEMENT. Customer or the Bank may terminate this Agreement by giving written notice of termination to the other party which notice is effective when received by the other party. The rights and liabilities of the parties under this Agreement survive any termination of the Agreement until all Obligations have been satisfied in full. 10. NOTICES. All notices and other communications shall be sent to the CUSTOMER: Name: Address: City/State: BANK: Name: Address: Bank One, NA, Chicago, Illinois City/State: Page 3 o~4 11. ASSIGNS. This Agreement and all rights and liabilities hereunder and in and to any and all Collateral shall insure to the benefit of Customer and the Bank and their respective successors and assigns. No portion of this Agreement may be assigned without the expressed written consent of the other party, and any assignment must comply with all provisions of Paragraph 4c. IN WITNESS WHEREOF the parties have signed this Agreement as of this day and year first above written. CUSTOMER: List of Accounts: BY: Title BANK: Bank On. eL NA, Chicaqo, Illinois BY: Title Page 4 of 4 Pledgee Agreement Form To: Federal Reserve Bank of Boston 600 Atlantic Avenhe PO Box 2076 Boston, MA 02106-2076 Attn: Joint Custody Date: We, the agree to the terms of Appendix C of your Operating Circular 7, dated July 12, 2002, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledgor as a replacement of, or in substitution for, those securities presently held (please check one): with prior approval without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please circle one): Three-party call-back Four-party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collatera[ from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. nnt Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) (email) (fax) Telephone tint Name) (Title) (Signature) (Date) (email) (fax) Telephone rint Name) (Title) (Signature) (Date) ((email) (fax) Tetephone dnt Name) (Title) (Signature) (Date) (emait) (fax) Telephone REV 12/2002 Pledgee Agreement (page 2 of 2) The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated public office. Pledgee Name of governmental unit Street Address or P.O Box Number City, State, Zip Code Official Signature/Date Printed Name and Title State of County of Notary On this ~ day of he/she resides at State of ,200_ before me personally appeared , to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that , in the City of .... in the that he/she is the [Title] of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) My commission expires on [Date] REV 12/2002 , Appendix C CUSTODY AGREEMENT FOR BOOK-ENTRY SECURITIES This Appendix sets forth the terms under which this Bank holds Book-Entry Securities in custody for the benefit of a state or local government or unit thereof to which the securities have been piedged. Unless otherwise agreed in writing between this Bank and a Pledgee, this Appendix apphes only to Book-Entry Securities pledged for the purposes specified in Paragraphs 4.3.2(a)(ii) or this Operating Circular ("C trcular"),This Appendix consututes an agreement, as described in the Applicable Regulations, regarding the security interest of a non-Participant in Book-Entry Securities held by a Participant on the books of this Bank. Each Reserve Bank has issued an Appendix C to CircuLar No. 7 identical to this one, 1.0 DEFINITIONS [n addtLion to the terms dehned m the Circular, the terms defined fn this Paragraph have the following meanings when used tn this Appendix. Applicable Regulations means the regulations of issuers of Book-Entry Securities listed tn Appendix A to this Circular. Collateral Transaction means the pledge of Book-Entry Securities by a Pledgor to a Pledgee, the release of Pledged Securities to a Pledgor: or the substitution of the same par value amount o1' new Pledged Securities for existing Pledged Securities that are released to the Piedgor. (c) Pledged Security means a Book-Entry Security that is held m a Re~tricted Securities Accofint. Pledgee means the state or [ocA government or umt thereof, to which Book- Entry Securities have been pledged. (e)Pl edgor means the Participant that has pledged the Book-Entry Securities. 2.0 GOVERNING LAW 2.1 The Bank provides custodial services in accordance with Paragraph 4.3.2(a)(ii) of the CircuLar and this Appendix. The Bank's rights and obligations in providing custodial services pursuant to this Appendix are governed solely by the Circular, this Appendix, and the Applicable ~egulations. 2.2 Pledgor and Pledgee warrant that a pledge of Book-Entry Securities marked on the books of the Bank under the provisions of this Appendix is in accordance w~th applicable law. [f any provision or any bond, security or pledge agreement between Pledgor and Pledgee, or any subsequent waiver, modihcation or amendment of such agreement, imposes any duties on thts Bank that are inconsistent with the provisions of this Appendix, the provisions of this Appendix govern. Provisions of state law that are inconsistent with, or in addition to, the provisions of this Appendix are not binding on this Bank unless other, vise agreed in writing, 2.3 Under the Applicable Regulations, the security interest of a Pledgee is perfected by this Bank's marking the security interest on its books, and the security interest has priority over any other interest in the Pledged Securities. other than a security interest of the United States 3.0 ESTABLISHMENT OF RESTRICTED SECURITIES ACCOUNT This l~ank ,,vili establLsh a Res~ricmd Secur~ti. es Account for the benef[[ of a Pledgee once the [~tedgee has agreed to the mrms of this Appendix and has provided such other information as may be required by the Bank. Existing Pledgees may be reqmred to execute a new agreement with ~he Bank but, in the absence of such new agreement, are deemed to have agreed to the pro- visions or' this Appendix by conti, nuing to hold P!.edged Securities with the Bank. Forms for this purpose are available ~rom the Bank. 3.2 By initialing a Colla~eralTran~act~.on, a Pledgor agrees to ail the provistons of ii, is Appendix, as amended from ~.me to time. 4.0 COLLATERAL TRANSACTIONS A Collamrai Transaction is initiated by the Pledgor and, except for the pledge of ne~v Pledged Secur~aies, requires the prior approval of ~he Pledgee or its authorized representative. CoIIateral Trar~saction requests and Pledgee authorizations are subject to verification procedures the gank specifies from time to time. 4.2 if a Pledged Security is unacceptable as collateral to a Pledgee. ~he Pledged Security ,,viii be re[eased to the Pledgor withou[ the authorizal:zon of the Pledgee. The Bank assumes no responsibility to determine if a Pledged Security is acceptable ~o the Pledgee. 4.3 /\ [~ledgee may provide the Bank wid~ written standing instructions to permit subsmu[icms of tike par value amounts of Pledged Securities without the consen~ of ~he ~ledgee. A substitu([Ot~ tramact~on involving a lesser par value amount of Pledged Securities requires Pledgee author~za~ t~on for the release of Pledged Securities. in the case of a subs[~u[ion involving a pay-down ~ook-~ntry Security, par value refers to the outstanding book value of the securities at the time of a subst~[u[~on transac[ion. 4 4 The Bank issues a confirmation to the Pledgee and the Pledgor }'or each C;ollateralTransaction. The confirmation is conclusive evidence o[' the Collaterai Transaction reflected therein. 5.0 INTEREST PAYMENTS AND OTHER PROCEEDS Put.mare ~o Paragraph 9.2 of the Circular, the Bank credits payments of interest on the Ptadged Securities to the Pledgor until the Bank recei, ves (i) a wr~.~ten cemfication from the Pledgee or its authorized representative that the Pledgor is in defaul~ under any underlying pledge or security agreement between the Pledgor and the Pledgee, and (ii) written ~nstructions directing the Bank ~o hold tt~e interest payments.The Bank holds the interest payments m a non-interest-~maring account until collected in accordance with Paragraph ~ of this Appendix. 5.2 The Bank holds proceeds of Piedged Securities (other ~han interest payments) in a non-interest- bearing account, purs~ant to Paragraph 4.3.3 of the Circular, until: (~} Pledged Secu~'ities are depose, ted in substitution for ~he proceeds or the proceeds are re[eased in accordance with Paragraph 4 of this Appendix: or (b) the proceeds are collected in accordance with Paragraph ~ of this Append:x. I'I, COLLECTION OF PLEDGED SECURITIES AND PROCEEDS [f the Pledgee.or its authorized representative certifies in writing to the Bank that the Pledgor ~s m default under any underlying pledge or security agreement between the Pledgor and the Pledgee, ami certifies that the Pledgee has satisfied any notice or other requirement to which the Pledgee is subject, tile Dledgee may instruct the Bank in writing to transfer specific amounts and issues of Pledged Securities and, if apphcable, specific amounts of ~nterest payments or other proceeds of Pledged Securities not previously credited to the Pledgor or otherwise released, to designamd accounts on the books of th;s Bank or another Reserve Bank. Promptly after receiving such certifications and instructions, the Bank will make the transt'er instructed by the Pledgee. 6.3 The Bank is not required to obtain the consent of the Pledgor for any such transfer and assumes no responsibility for demrmining tile validity of a Pledgee's declaration of the Pledgor's default or of the underI¥ing pledge or security agreement between the Pledgor and the Pledgee. 7.0 PROHIBITED ACTS Notwithstanding any other provision of this Appendix or the Circular to the contrary, the Bank is not required to perform any act directed or required By the Pledgee if the Bank is prohibited from performing the act by Iaw or by court order. 8.0 L[MITATIONS ON BANK'S LIABILITY AND DUTIES The Bank is liable only for the actual direct loss sustained by a pledgee or pledgor proximately caumd by the Reserve Bank's fadure to exercise ordinary care or act in good faith in performing ~ts duties under this Appendix. in no event shall the Reserve Bank be Iiabte for consequential, indirect, incidental or special damages (including lost profits), however derived, and regardless of whether the Reserve Bank has been informed of the possibility thereof. Both the Pledgee and the Pledgor re[ease and forever discharge the Bank from ail other claims, demands, and liability of the Pledgee or the Pledgor, or both, in connection with the Bank's performance of its duties under this Appendix and indemnify the Bank for any claims of other parties, including costs of litigation and reasonable attorneys' fees, with respect to Pledged Securities held by the Bank. 8.2 [n particular, but not exclusively, the Bank [nas no duty to: (a) act as escrow agent or in any other capacity not expressly provided for in thi~ Appendix; (b) determine the validity of the pledge of securitms by tile Pledgor to the Pledgee, including whether any required bond, pledge, or security agreement has been executed; (c) monitor the value of a Pledged Security, or the declining book value of a pay-down Ph.'dged Security subsequent to its pledge, or ensure that the type, amount, or va{ue of a Pledged Security is that which is required under state or Iota[ law; (d) verify ownership, validity, or legality of the Pledged Securities; (e) pay assessments as provided under state or local law, give nonce of maturity, call, exchange offer, or the hke. affecting the Pledged Securmes: (g) carry insurance against loss of the Pledged Securities: or (h) inquire into the existence or continuance of the powers or authority of a public official who is the Pledgee or is acting for the Pledgee or the successors In office to or any person repre- sen[ed to the Bank as authorized to act on behatf of the Pledgee. However, the Bank may require a certificate from the proper authority show~ng that the public official, or any person represented to the Bank as authorized to act on behalf of the Pledgee, is and continues to be so authorized. 9.0 DISPUTES [n the event of notice of a conflictmg claim with respect to Pledged Securities. the Bank may hold the Pledged Securities, incIuding interest and proceeds, pending settlement of the dispute either by agree- ment of the parties or by order of a court of competent jurisdLction. TERMINATION OF AGREEMENT OR PLEDGE SECURITIES ACCOUNT 10.1 The Bank or the Pledgee may terminate this Agreement and dose any Restricted Securities Account established under this Appendix by giving not less than 30 calendar days advance writ- ten notice of termination to the other party and to the Pledgor. 10.2 The Bank may reteam Pledged Securxfes held by the Bank to the Pledgor at the end of the 30 day period. ['-{owever, if, within the 30 day period, the Bank (a) receives written instructions from the Pledgor to other, vise dispose oi' the Pledged Securities and (b) the Pledgee's separate writ- ten approval thereof, the Bank wdl dispose ot' the Pledged Securities in accordance with these' imtrucaons. 10.3 fl, by reason of a merger or otherwise, a Pledgor's Book-Entry Securities account is transferred to another Reserve Bank, the Pledged Securities held by this Bank will be transferred to the other Reserve Bank, with 30 calendar days prior notice to affected Pledgees. If Pledged Securities are transferred to this Bank pursuant to this provision, this Bank wdl hold the Pledged Securities pursuant to the terms of this Appendix and the existing Pledgee Agreement with the transferor Reserve Bank but may require a new Pledgee agreement. ~ i.0 FEES The Pledgor shall pay any fees for services provided under this Appendix, as announced by ~he Bank from time to time. 12.0 AMENDMENT The Reserve Banks reserve the right to amend thLs Appendix at any time w~thout prior notice. 0 O~ BAN K ONE SAFEKEEPING ,k(';REEMENT Sank One, NA ("Bank One") is authorized to open a sat'ekeepmg account (the "Account") tbr (."Client'") and serve as agent ~'or Client. At the time Client signs this Agrcenmnt, Client wfl[ deliver to Bank One the securities an&'or cash listed on the Sche. dule of Property ("Assets") attached to this Agreement. Bank One will hold the Assets, subject to the follo',,,ing provisions: SERVICES TO BE PROVIDED BY BANK ONE. Bank One will provide custody of one Assets and will use its best efforts to collect raceme and maturing principal, but Bank One will not be held responsible lbr the nonpayment ct'either, Bank One will promptly deliver all tBm~s ofproxles and notices of meetings or other corporate actions affecting or relating to securities held in the Account to Client. Bank One will not provide any investment analysis or recommendations with respect to investment or re-investment oflhe Account. RECEIPT OF INSTRUCTIONS. Bank One may, in its discretion, Follow and rely on any instructions by Client that it reasonably believes to be genuine. Such instructions may be given orally, by fax, telephone, or letter. Client agrees to give Bank One written ¢onfinmtion oi' oral instructions promptly, but t~iture to do so in writing wilt not affect Bank One's right to rely on Client's oral instructions. In addition, Client authorizes and directs Bank One to act upon the instructions of its affihate Bane One Capital Markets, [nc. (BOCM), regarding acceptance and delivery of securities and other credits or debils to the Account. Such instructions shall be delivered to Bank pursuant to BOCM's nomml business practice. §3. REG1STIL,\T1ON tN NOMINEE NAME. All securities held in the Account may be registered in the name of any nominee or nominees selected by Bank One. ACCOUNTINGS. Bank One will forward to Client a periodic statement listing ali of the Assets. Such accmmtings wlll be deemed approved by Clicnt with the same cfr'ecl as if the accountings had been approved by a court having jurisdiction of'the subject matter and ofatl necessary parties unless within thirty (30) days of Client's receipt ct'any periodic accounting, an objection thereto is raised w~th Bank One. Bank One will not prepare or file income tax returns or any other reports in connacuon with the account created hereunder. Client acknowledges the right to receive written confirmation of each transaction but waives that right on the condition that periodic statements of activity will be furuishc'd to Client. REPRESENTATIONS AND AGREEMENTS OF CLIENT. Bank One is hereby authorized and empowered in Client's name and on Client's behalf to execute any certificates of ownership or other reports which are or may hereafter be required by any regulation of the Internal Revenue Service, or other authority of the United States, state or local government or judicial action, in connection with any Assets which are now or may hereafter be in Bank One's possession hereunder, claiming no exemptions on Client's behalf, Bank One will not be required to lend to, or advance, or pay out of its own funds any sums whatsoever for the account of Client. If Bank One should, in its sole discretion, advance funds to the account to Facilitate the settlement of transactions on behalf of the account, then such advance shall be repayable ~mmediate[y upon demand made by Bank One and shall bear interest at the prime rate in effect from time to time as announced by Bank One or by its parent, such rate to be adjusted on One effective date of any change in such prime rate. and unless previously paid, out of the first sums thereafter received for the account of Client. FEES. For Bank One's services hereunder, Client agrees to pay Bank One's customary fee computed pursuant to the schedule of IL'es in effect at the nme such services are rendered. Client agrees fees may bt: charged against principal or income. INDEMNIFICATION OF BANK ONE. Client will reimburse Bank One l~br any taxes,~, and expenses incurred by Bank One in good faith in connection with Bank One's acts pursuant to this Agreement. ~ ~ Any los,scs resulting from the investment decisions of Client or One suitability of such investment demsions will be borne solely by Client. Bank One will not Be required to furnish any bond to secure the faithful performance of its duties under this Agreement. //~ ~,,~ k, 0,,,,~. m [ t [, B ¢ {',q, 81 ',. FORCE MAJEURE. Bank One shall not bt: responstble or liable for any [ailure or delay in the performance o(tts obligations under Items agreement arising out ct' or caused dirccHy or indirectly, by circumsances beyond ~ts reasonable comrol, mcbdmg without thnitation: acts oFGod: earthquakes; fires; floo~; wars; civd or militaw disturbance: sabotage, epidemics: riots: intem~ptions, loss or malfunctions of utilities or communications semice, including without limitauon elecwicat ounces: accidents; labor disputes: acts ot'cwH or milita~ authority; governmental actton; or inabdity to obtain labor, matehal, equipment or transpo~anon. ASSIGNMENT,,.AM,ENDMENT. AND TERMINATION. Thb Agreement may not be assigned by either party except with the prior written consent of the other party, However, any successor to the business of Bank One, whether by reorganization or other,vise, will act with hke el't~ct as though originally named. This Agreement shall be binding upon Client's heirs, executors, administrators, successors and assigns. Thls Agreement represents the ennre agreement between tire parties and may be modified or amended only upon the mutual written consent of the parties. On receipt by Bank One of notice o£ Client's legal incapacity or death. Assets in the Account shah be held pending receipt et'proper authorization and instructions. This agency will terminate upon written notice by rather party to the other at least thirty (30) days prior to the effecnve date et' such termination, in tho event o f termination, and withm a reasonable time thereafter. Ban k One wttl render to Client a final accounting of the transactions From the date of the last accounting to the date of the transfer of the Assets and Bank One will be discharged and released From any liability thereunder Thc termination o£this Agreement will not alTect or pmctude the consummation of'any transactions which were initiated prtor to the effective date of such termination.. Ii'Client does not provide any instructions w~thin five (5) days oenotice of termination. Bank One may deposit any Assets in the Account in the United States marl, registered and insured, postage prepaid, addressed to Client's fast known address as shown on Bank One's records. If there are no Assets m the Account when notice of termination is given, termination is effective upon notice. Akematively, Bank One shall have the right, but shall not be required, to commence an action tn the nature of'an interpleader and deposit the Assets in a court of competentjurisdiction. § 10. SECURITY HOLDINGS DISCLOSURE. Bank One is not authorized and will not disclose the name, address or security positions et' Client in response to requests concerning shareholder communications under Sectmn 14 of the Securities Exchange Act of I934, tho rules and regulations thereunder, and any similar statute, regulation, or rule in effect from time to time. § 1 i. -.toiat'O't'E i'LE'boLU','iGN AND AR BiTiLA. T~"3N. Thu paine=~,.,.~.~,._=.' ........ ~ticabl~ · ........ ~:,,~ n Ua;tad S~:oc Cede). ~mwithslandin- nn?himZ ~a~';' eld,er prat? umy pmcgzd tca ccu~ efcemp~nt.jt:~sdi:'.!:n_ ~,~,,,~'~: ...... -~-:'"k~"- ..... gal ~cee::ng uaaxr .,:~Agrcca~c ......... bo cot:eluded .,.,,. ~ou days ur §12. NOTICES. Alt written communication to Bank One pursuant to this Agreement wdI be sent to Bank One at the address set Forth below unless Bank One designates otherwise in wrmng. Ali wmten commumcatmn to Client will be sent to the address set forth below unless Client designates otherwise in writing. § 13. INFORMATION - SHARING. Bank One is hereby specifically authorized to release mlbrmat~on about this Account to other affiliates o[* BANK ONE CO[Ur'ORATION. 2 §I4. §[5 GOVERNING L.\W. VE. NUg, WAIVER OF JURY TRIAL ~.ND SEVE[L*BILiTY. This Agreement be ~o~emed and info,feted by ti~e m~cmal laws of thc S{atc of~s withou[ ret~rence to the conl]~ct of laws roles, except as superceded or pre-empted by apphcabte ~edcra(law. Any actmn brought hereunder shall be brought in a court ofcompetcntjurisdictmn in the State offer pu¢oses ordisputes arming t'rom ' ~ v t w ' l'c~.~. ' thts agreement only, each pa~y hereto ~e ocab y styes any ~cction on the groun~ ofvenue,Jbntm ~on- convodens or any similar groun& and i~evocably consents to service of process by mail or in any other manner permitted by applicable law and consents to thc jurisdiction o[mid courts. ~ .~eby y~ntnrdy. ~o~a,~y ~md unconditional(v ~mve :my right to have aju~ paaicipate '~ncct;on ,.,~,,.~,.tud ~0'. u~ ~,,~ ............. '~"~",v ~otauushca oeBveen Bank On~ '~n'~ecuo'h"With this Agfe~'~'nt.~~m .... ~. ~t ................................. ..... ~......~.~, ~,,~,~ h,' ~tti"u~ th~ LranSacub~~ If any provis~on of this Agreement is declared or tound to be fllegaI, unenforceable or void, then both parties shall be relieved of'ail obhgations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void, tt being the intent and agreement of'the pottles that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, tf that ts not possible, by substmmng therefor another provision that is legal and enforceable and achieves the same objective. CLIENT'S ACKNOWLEDGMENT OF AUTHORITY. Client represents that ~t is duly authorized to negotmte the terms of this Agreement, including t~2es, and to enter into this Agreement. The signatory on behalf of Client represents that the execution of this Agreement has been duly authorized by appropriate action. Client undertakes to advise Bank One of any event which might affect this authority or the propriety of' this Agreement. INDEMNIFICATION OF CLIENT. (a)Bank One shall be obligated to indemml}, the Client for any loss of securities of the Client m Bank One's custody occasmncd by thc negligence or dishonesty of Bank One's officers or employees, or robbery, or holdup, theft, or mysterious disappearance, including loss by damage or dcstruetmn; and (b) in the event that them is a loss of the securities for which Bank One is obligated to indemnify the Client, the securities shall be promptly replaced or the value of the securities and the value of the loss of rights or privileges from said loss of securities shall be promptly rcplaced. §I7 USA PATRIOT ACT DISCLOSURE. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") reqmres Bank One to implement reasonable procedures to verify the identity of any person thatopens a new account with Bank One, Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank One's identity verification procedures require Bank One to request certain information ("identifying information") from Customer or on some occasions from third pomes regarding Customer, Customer agrees to provtde Bank One with and consents to Bank One obtaining from third parties any such identifying in£ommtion requested as a condition of opening an account with or using any Service provided by Bank One. By' Signature & Title BANK ONE, NA By: ~ Address: Da~¢d: Director Address: Bank One National Safekee¢int~ Services I00 N. Broadway. 6~h Floor OK1~1075 Oklahoma City, O~ 73102 Dated: 4 Substitute W-c) Certification Under penaltms of perjury, I certtfy that: (i) The number shown on this form is my correct taxpayer tdentdicanon number (.or I am waiting for a number to be tssued to me), and (2~ I am not subject to backup withholding because: (a) { am exempt from backup withholding, or (b) l have not been notified by the Internal Revenue Service (1RS) that I am subject to backup withholding as a result ora failure to report all interest or dividends, or (c) the IRS has nottfied me that I am no longer subject to backup withholding., and (3) ! am a U.S, person (including a U.S. resident alien). Certificatlon Instructions - You must cross out Item (2) above ffyou have been notified by the IRS that you are currently sub. leer to backup withholding because of underreporting interest or diwdends on your tax return. Signature Taxpayer Identificauon Number SCHEDULE OF PROPERTY Please attach a list of securities that you will be delivering to National Safekeeping Services. Bank One National Safekeeping Services makes no represcntatmns or warrantms thereof, including but not limited to representations or warranties as to (1) the value, marketability or authenticity of the herein described item(s); (2) whether any debt evidenced by the hereto described item(s) can be collected; or (3) the value or existence of'any collatemi securing the herein described ~tem(s). BA NK _ ONE. Bank One Commercial Account Agreement ., ~:*r~ie~ a,d ,~ervice Terms, The following provisions apply to the services that Bank One (as defined below) may provide to the Customer in conneetton with any account and any service described (a) in any user guide, or (b) in any Service Terms or other agreement which incorporates this Commercial Account Agreement by reference ("Service Terms"). The provisions of any such Service Terms are incorporated herein by this reference. By signing a signature card or similar document, making deposits or withdrawals, or usrag any service ("Service" and collectively "Services"), the Customer agrees to the terms of this Commercial Account Agreement ("Service Agreement") and any applicable Service Terms, 2. Affili~te~ The Customer acknowledges and agrees that some or ail of the Services may be provided by one or more subsidiaries or affiliates of BANK ONE CORPORATION (individually or collectively, "Bank One") or agents thereof. It is the intent of the part:es to this Service Agreement that the provisions of this Service Agreement and any Service Terms will inure equally to any such subsidiary, affiliate, or agent of BANK ONE CORPORATION, or any successor thereto, providing Services pursuant to this Service Agreement or any user guide or Servme Terms. 3. C'h~rge~ and Feeq. The Customer will pay Bank One's charges and fees applicable, from time to t~me, to each Service as specified in writing by Bank One or as otherwise agreed by the Customer and Bank One. Bank One w~li send the Customer a periodic statement of Service charges and fees which are due and payable no later than thirty (30) calendar days from the date of the statement unless otherwise agreed. Customer agrees to reimburse Bank One upon demand if such charges and fees are not paid when due. Bank One may charge a person who cashes a check drawn pa the Customer's account a fee if that person is not a deposit or loan (excluding credit cards) customer of Bank One. 4. I .iahl}i~. Bank One will be liable only for direct damages if it fails to exercise ordinary care. Bank One shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry. Bank One shall not be liable for any special, indirect or consequentaal damages, even if it has been advised of the posslbility of these damages. 5. Fai!,,r~, m Perform. Neither the Customer nor Bank One will be liable for any failure to perform its obhgations when the failure arises out of muses beyond its control, including, without limitation, legal constraint or act of a governmental or regulatory authority, an act of God, accident, equipment failure, labor disputes or system failure, provided it has exercised the diligence as the circumstances require. 6, [pdemmfiaation. The Customer will indemnify Bank One for ali claims, costs, demands, expenses, liabilities and losses, including reasonable legal fees and expenses, arising from: any claim of a third party relaung to any action taken or not taken by Bank One pursuant to this Service Agreement or any Service, user guides or Service Terms, unless the action or non-action constitutes negligence or willful misconduct by Bank One; or the breach of any warranty made by the Customer to Bank One in this Service Agreement or any of the Service Terms. This provision shall survive termination of this Service Agreement and any Service or Service Terms as to matters that occurred during their terms. ,. P,~tamer'~ C'c~mp,ter. The Customer is solely responsible for the selection, purchase or lease and maintenance of its computer hardware and software (collectively the '~2ustomer's Computer") and its compatibility for use where required in connection with any Service. 8. Soawam Bank One may supply Customer with certain software owned or licensed by Bank One to be used by Customer only in connection with any Service described in any Service Terms (the "Software"), Bank One hereby grants the Customer a noaexclusive, nontransferable license to use the Software in whatever form and whether installed on Customer's Computer or only accessed from Customer's Computer in connection with any Service, The Software is provided to the Customer in machine readable object code form and the Customer agrees not to decompile or reverse engineer the object code. The Customer acknowledges that it is not purchasing title to the Software and the Software constitutes trade secrets, The Customer will use reasonable care to keep the So~vare confidential and will not disclose any Software to any person, other than the officers and employees of the Customer responsible for the use or maintenance of the System. The obligation to keep the Software confidential shall survive termination of this Service Agreement and any Service Terms. The Customer will not use, make, or have made, any additional copies of the Software, or any part of it. without obtmning the prior written consent of an officer of Bank One, except one additional copy of the Software may be made by the Customer for normal backup purposes without Bank One's consent. A separate Software package may be required for each Customer's Computer on which the Software will be installed whether or not it is part of a local area network ("LAN"). The Software may be temporarily transferred to a backup Customer's Computer which is not a part of a LAN or to a backup file server connected to a LAN or to a backup tape while the Customer's Computer or primary LAN, as the case may be, is inoperative due to malfunction. The Customer will not remove any identifying marks or copyright marks in or on the Software. The Customer represents and warrants to Bank One that, except as otherwise permitted by Service Agreement or any Service Terms, the Software wilt reside and be used only on a Customer's Computer and will not reside or be used on any other computer of the Customer. Upon the termination of this Service Agreement or any applicable Service Terms, the Customer wilt return ail the Software to Bank One or eerdfy to Bank One the destruction of ail copies of the Software in the Customer's possession. 9. Clther Pm?rletary D. am. During the term of this Service Agreement, the Customer has a nonexchisive, nontransferable license to use the system user manuals and other implementation and reference guides and manuals, as in effect from time to time, and ail other material and associated documentation that Bank One suppfies to the Customer pursuant to this Servme Agreement or any Service Terms (collectively, "Proprietary Data") only in connecuon with the Services, The Customer acknowledges that it is not pumhasing title to the Proprietary Data and the Proprietary Data constitutes wade secrets. The Customer will use reasonable care to keep the Proprietary Data confidential and will not disclose any Proprietary Data to any person, other than the officers and employees of the Customer responsible for the use or maintenance of any Service. The obligation to keep the Proprietary Data confidential shall survive termination of this Service Agreement and any Service Terms. The Customer will not use, make, or have made, any additional copies of the Proprietary Data, or any part of it, without obtaining the prior written consent of an officer of Bank one. The Customer will not remove any idenufying marks or copyright marks in or on the Proprietary Data. Upon the tenmnation of this Service Agreement or any applicable Service Terms, the Customer will return alt the Proprietary Data to Bank One or certify to Bank One the destruction of all cop~es of the Proprietary Data in the Customer's possession. [0. Third Party. Rofixvare The Customer acknowledges that (a) the Software includes certain software owned and copyrighted by third paxtaes ('Wlmrd Party Software"); (b) that the Customer is not purchasing t~tle to the Third Party Software; (c) that the portions of the Trdrd Party Software may not be cop~ed or used independently of the Services, but only as a part of the Servmes; and (d) that no third party provides any support services, upgrades or techmcaI assistance in connection w~th the Third Pm'fy Software. The Customer agrees not to decompfle or reverse engineer any code contained in any Third Party Software. 1 I. WAgRANTIF. R AND DAMAGF.R. BANK ONE REPRESENTS AND WARRANTS THAT IT HAS DEVELOPED EACH SERVICE (OTHER THAN ANY PORTION FURNISHED BY A THIRD PARTY VENDOR) AND HAS THE RIGHT TO FURNISH THE SAME (INCLUDING ANY PORTION FURNISHED BY A Bank One Commercial Account Agreement (10-02) THIRD PARTY VENDOR). THE SOFFvVARE. THIRD PARTY SOb-TWARE AND THE PROPRIETARY DATA ARE PROVIDED OR LICENSED TO CUSTOMER "AS l&" NEITHER BANK ONE NOR ANY THIRD PARTY MAKES ANY EXPRESS, I/vlPLIED OR STATUTORY WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIF_3 EXPRESSED, rMPLIED OR STATUTORY, INCLUDING, BUT NOT LIM1TED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR dRPOSE. NEITHER BANK ONE NOR ANY THIRD PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL INDIRECT OR SPECIAL DAMAGES ARISING FROM THE SOFFWARE EVEN IF ADVISED OF THE POSSIBILITY THEREOF. BANK ONE DISCLAIMS ANY LIABILITY FOR DAMAGE TO CUSTOMER'S COMPUTER OR ANY CUSTOMER SOFTWARE OR HARDWARE ]iNCLUDING CUSTOMER'S COMPUTER ALLEGED TO HAVE BEEN CAUSED OR CAUSED BY THE SOPTWARE, THE TH[RD PARTY SOPTWARE OR THE PROPRIETARY DATA. 12. C,~. This Service Agreement and each of the Service Terms shall be construed in accordance with the internal laws (and not the law oF contlic~) of the state in which the applicable account is located and applicable federal laws. E~-'- Oxe ~--d_:L~ .~.~..~- kc;eby ,~o~w their r~q~ru~ot~,~ ~i~h,~ tn~l~ 13. Net g. xl'enslon nf Credit. Nothing in this Service Agreement or any user guide or Service Terms, unless otherwise agreed in writing between the Customer and Bank One, commits or obligates Bank One to extend any overdraft or other credit to the Customer but Bank One, in its sole discretion, may do so. In that event, the Customer agrees to reimburse Bank One immediately. 14. .~,_c~fl, In the event them are insufficient funds available in any applicable account to cover Customer's obligations under this Service Agreement, Service Terms, user guide or Service, Customer agrees that Bank One may debit any account maintained by Customer with Bank One or that Bank One may set off against any amount it owes to Customer in order to obtain payment of Customer's obligations under this Service Agreement. 15. {tule~ Use of each Service is subject to all applicable laws, regulations, roles and funds transfer systems and clearing arrangements, whether or not Bank One is a party to them ("Rules"). 16. ~. A receipt or similar document may be provided or made available upon request for all deposits to Customer's account (except for remote deposits, e.g., lockbox, night depository services). However, the amount on such receipt or similar document is based solely on Customer's deposit ticket. Credils for ali deposits are subject to final verification and, afar review, Bank Ouc may make adjustments to Customer's account for any errors, including any errors appearing on Customer's deposit ticket, but has no obligation to do so for de minimus discrepancies. 17. Remm of Depa~it~. Bank One may return or refuse to accept all or any part of a deposit or credit to Customer's account at any time and will uot be liable to Customer for doing so even if such action causes outstanding checks to be dishonored and returned or funds transfers to be rejected. Refused deposits will be returned to Customer. 18. Cheek~. Customer agrees that Bank One has no duty to honor, and it may disregard, any statements or legends on the front or back of any check or other item. A stop payment request, regardless of how it is made, will become effective no later than the business day after the business day on which the stop payment request was made. Stop payment requests will be valid for one year and will automatically renew unless cancelled by Customer. Customer may request, through a Bank One Call Center or 2ustom~s Customer Service Representative. a non-renewable stop payment, which will be effective for a 180-day period. Bank One shall not be liable for any item paid prior to the effective date of a stop payment request. 19. (-'h ~k Ra~'eke.~ping. If Bank One is safekeeping checks or deposit slips for Customer, Customer agrees that Customer's cancelled checks or deposit slips will not be returned in Customer's statement and that the ofigiual cancelled cheeks or deposit slips may be destroyed in accordance with Bank One's applicable record reteutiou schedules. 20. ~ ~,enu~et,,d l~,md_q. Bank One reserves the right, without notice, to refuse to pay checks or permit withdrawls against uncollected funds. Ia the event Bank One pays a check or permits a withdrawl agaiust uncollected funds, (a) Bank One shall not be deemed to have waived its rights in the future and (b) Customer agrees to reimburse Bank One for the amount of any overdraft. 21, Adver~,_ Claim~_ Upon receipt of any notice of a claim regarding au account, Bank One may hold the account and shall be relieved of any and all liability for ils failure or refusal to honor any item drawn on the accouut or any other withdrawal instruction. 22. pmi,iw Pay. Bank One offers and recommends Customer use Bank One's Positive Pay Service for fraud protection. In the event Customer declines to use the Positive Pay Service, Customer acknowledges and agrees that all items processed by Bank One are processed through automated technology that relies solely on MICR encoding and that Bank One is authorized to pay, and will be deemed to have exemised ordinary care if it pays, items MICR-encoded with the Customer's account information, whether or not authorized by the Customer and whether the item is an original, a copy or ts in a carrier or bears a repair strip. 23. glnal Pc~ting: lnfnrmatic~n Re.nc}trinE. Ali credits received for deposit (other than FedWire deposits) are provisional, subject to verification and final settlement. Entries received through an automated cleating house ("ACH") may be posted to the Customer's account. If Bank One does not receive final settlement for an ACH enmy, Bank One shall be entitled to a refund from the Customer in the amount of the credit to the Customer's account and the originator will not be considered to have paid the amount of the entry to the Customer. The Rules do not reqmre Bank One to provide the Customer with notice that Bank One has received an ACH entry. Information and data reported pursuant to any Service: (a) may be received prior to final posting and confirmaUon and is subject to correction and (b) is for infor~fional purposes only and may not be relied upon. Customer agree, fiat Bank One shall have no liability for the content of payment~related information. 24. g. lv~trnnit. Pe~en~rn~nt. Customer auknowledges that its account may be debited on the day an item is presented by electronic or other means, or at an earlier time based on nofificauon received by Bank Onc that an item drawn on the account has been deposited for collection in another financial institution. A deterimnation of the account balance for purposes of matting a decision to d~shonor an item for insufficiency of availabte funds may be made at any time between the receipt of such presentment or nonce and thc nme of return of thc ~tem, and no mare than one such determination need be made. 25. Aw. oanI, Each account may consist of two sub-accounts: a demand deposit sub-account and a non-interest bearing money market deposit sub-account. This change will occur solely on the books of Bank One and wilt not affect Customer's account balances or Customer's use of the account. Customer will continue to have access to ail of Customer's available funds, as Customer does trxlay. The reclass, fied account is subject to ali federal regulations. Bank One is required by law to reserve the fight to require seven days' prior notice of any withdrawal from Customer's money market sub-account. Bank One, however, does not presently exemise this fight. Bank One Commercml Account Agreement (10-02) 26. Reli~n,-~ The Customer is responsible for, and Bank One may rely upon, the contents of any instruction or notice Bank One believes in good faith to be from the Customer or any third puny. Bank One shall have no duty to inquire into the authority of the person giving such notice or inst~ction. N~t~ee nq 1 i'nauthnriyt~d 'Tvaneat,fi~n. Unless the Customer notifies Bank One in writing of any item or debit that is unauthorized, altered, erroneous or otherwise ~enforceable against the Customer with reasonable prompmess, not to exceed thirty (30) days, after Bank One sends or makes available to the Customer a statement or other notice describing the item or debit, the Customer shall be ban'ed from making any claims against Bank One in connection with such item or debit. 28. ~gsignm~, Neither the Customer nor Bank One may assign or transfer any of its fights or obligations under this Service Agreement or any of the Service Terms, except Bank One may assign or transfer its rights and obligations to a subsidiary of BANK ONE CORPORATION or any successor thereto, This Service Agreement and any Service Terms shall bind the respective successors and assigns of the parties and shall inure to the benefit of their respective successors and assigns, 29, ~m~nclrn~ntg. None of the Service Agreement, any Service Terms or user guides may be amended orally or by any course of conduct. Bank One may amend any procedural or operating term in this Service Agreement, any Service Terms or user guides at any time by sending written notice of the amendment to the Customer. Such notice shall specify the date upon which such amendment shall become effective, which date shall be at least thirty (30) days after the date such notice is sent. Bank One and the Customer may also amend tins Service Agreement or any Service Terms at any time in writing, La no event shall Bank One's failure to exercise any right be taken as a waiver of that fight or any other right, 30. Providing lnfnrmatlnn The Customer agrees to provide information concerning its financial condition and operations, from time to time, as reasonably requested by Bank One. 31, I IRA I:~trlot Act 131~elc~nm. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Laterecept and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") requires Bank One to implement reasonable procedures to verify the identity of any person that opens a new account with Bank One. Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank One's identity verification procedures require Bank One to request certain information ("identifying information") from Customer or on some occasions from third parties regarding Customer. Customer agrees to provide Bank One with and consents to Bank One obtaining from third parties any such identifying information requested as a condition of opening an account with or using any Service provided by Bank One. 32. Terrninafinn. This Service Agreement cannot be tcrminated if any Service or Service Terms remains in effect. The Cnstomer or Bank One, uponthirty (30)days prior written notice to the other, may terminate this Service Agreement, any Service and any of the Service Terms; provided, however, any Service in connection with ACH may be terminated upon five (5) days prior written notice to the other party; provided, further, in the event of the filing of a petition in bankruptcy, insolvency or reorganization for the benefit of creditors of the Customer, whether voluntary or otherwise, Bank One may immediately terminate this Service Agreement and any Service Terms. Any claim or cause of action of any party against the other under this Service Agreement or any of the Service Terms or relating to any Service which existed at the time of termination shall survive the ten'ninafion. 33. Entire A~men't This Service Agreement and each of the Service Terms constitute the entire agreement and understanding, and supersede all prior agreements ~nd understandings, between the Customer and Bank One relating to the Services as of the respective dates of this Service Agreement and each of the Service Terms, The provisions of this Service Agreement shall control any conflict among it and any of the Service Terms or user guides. 34. Se,.v. eml:d~. If any provision of this Service Agreement is held by a court of competent jurisdiction to be void or illegal or in conflict with any applicable law, the validity of the remaining provisions of this Service Agreement shall not be affected. 35. Nm~e~, Unless otherwise provided in the relevant Service Terms or by applicable law, all notices may be delivered by hand, mail, private delivery service or (unless otherwise specified by Bank One) by facsimile or electronic mail and shall be effective when received. Each notice shall be addressed as specified by the parties from time to time. 36. Rtmnrcling CxmvOr~tinn,~ Customer or Bank One may record, store and use ail telephone conversations and data transmissions, Availability Policy Bank One's policy is to make funds avaihble to the Customer on the same, next, second or third business day after the day of deposit depending on the type of deposit as described below. If the Customer will need the funds from a deposit immediately, ask Bank One when the funds will be available. A, I'~term~ning the Day of a D?a~it. If a deposit is made before 2:00 p.m.* on a business day that Bank One is open, Bank One will consider that day to be the day of deposit, However, if a deposit is made after that time, or on a weekend or federal holiday, Bank One will consider that the deposit was made on the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. B. Sam~Da~aa~ahiJ~. Funds from the following deposits will be available on the day Bank one receives the deposit: , Cash; · Wire ~ausfe~s; and · Elecl~onic direct deposits to an account. C. N,~t nay ~vail~hility. FUlIds from the following deposits are available on the first business day after the day of deposit: U,S. Treasury checks that are payable to the Customer; Checks drawn on the Bank One affiliate that holds the applicable account (excluding a Controlled Disbursement site); and · The first $100 from a day's total deposits. If the deposit is made in person to a Bank One employee, funds from the following deposits are also available on the first business day after the day of deposit: · State and local govermnent checks that are payable to the Customer, if a special deposit slip available at any Bank One banking office upon request is used; · Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip available at any Bank One barfldng office upon request is used; and · Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If the deposit is not made m person to a Bank One employee, funds from these deposits will be available on the second business day after the day of deposlt. Bank One Commercial .Account Agreement (10-02) D. Avai{ah~li~ of (3ther Cheek Depmitn. Funds from all o~er ch<k dep~i~ M~ ~ available depen~ng on whe~er ~ ~ idenfifi~ as l~al or noal~al by I~Mng at ~e fi~t fo~ ~ of ~e mne~t b~k ~ufing numar no~lly 1~ on ~e lower le~-h~d side of ~e ch<k. Some ~h<~ ~e ~k~ '~ayable ~ough" ~d ~ve a four or nine-~t numar n~ ~e routing numar. For ~e c~<~, use ~e fo~-~t number (or ~e fi~t fo~ di~ of e ~ne-~t num~r), not ~e routing numar on ~e ~uom of ~e eh<k, to dete~ne if ~ese ch<~ me l~ai or nonl~aL Avai~bi~ for ch<~ ~t r~uire sp<ial handfing will ~ de~y~ by one ba~ng ~y. ~e ~ount of ~n~ avai~ble to the Cus~mer will ~ reduced by ~e amount of ~y de~si~ eh~k ~at is ret~ unpaid, g Bank ~e repr~esses ~e ch~k, · e Mn~ ~a ~ome av~lable no later ~an ~e s~nd busings ~y a~er ~e b~ng ~y ~e check is repressed, for l~al ite~, or no later ~ ~ busings ~ys a~er · e b~ng ~y ~e ch~k is ~pr~s~, for a~ o~er E. I anger Dela? May ~pply. ~ some ~ Bank One ~y not ~e ~I of ~e ~n~ ~at deposi~ by ch~k available. ~n~ng on ~e ~e ofch~k deposit~, hn~ my not ~ avai~ble until ~e fi~ busings ~y after ~e ~y of dep~it. However, ~e tint $ i~ of ~e dep~it ~11 ~ available on ~e fi~t busings ~y a~r ~e ~y ofdegmit. ~ Bank One is not going m ~e all of ~e hn~ ~om a deposit available at ~e fim~ sho~ a~ve, it will nofi~ ~e Customer at ~e time ~e deposit is ~de. B~ One Mil a~o sp~ when ~e ~n~ will ~ available. ~ a deposa is not ~de ~fly m a B~k One employs, or if Bank One d~tdes ~ ~e ~s acaon afar ~e Customer has le~ ~e pre~s~, Bank One MIl ~il or de~ver ~e nofi~ m ~e C~mmer by ~e ~y a~r B~k One ~eiv~ ~e deposit. ~ ad~fion, ~n~ deposi~ by ch~k ~y ~ de~y~ for a longer ~fi~ under ~e following cimu~m~: B~k One ~ev~ a deoosit~ check ~ not ~ p~d; Dep~it~ ch~ for all of ~e Cus~mer's accoun~ tomi more ~ $5,~ in any one ~y; ~e Customer ~eposit~ a ch~k ~t ~ ~n ~ unpaid; ~e Cmtomer ~ ov~ one or more of in ac~un~ m~ly ia ~e ~t six mon~; or ~ere is ~ emergency, such ~ f~l~e of co~uni~fions or mmpater ~uipment. B~k One will nofi~ you if it delays ~e abi~ m M~w hn~ for ~y of ~me mons, genem~y ~ av~hble no later ~ ~e seven~ busings ~y a~r the ~y of depmiL ~clement wm~er or ~spo~t~on delays my lind to ad~fional de~ys under cern av~hbi~ sch~ul~, Pl~e s~ yo~ sp~ific avai~bi~ ~h~ute. ~e ~eml R~e~e banBng sysmm d~ not atlow fo~d pr~sing of any ch~k over $99,999,999. B~ One will ~ndle any such item ~ a colorlon item, ~ cuswmer ~t ~d av~hbi~ defe~ accordingty. · Cenmnb~gcemem~a~o~edtet~r~hi~s(ATM)obse~ecut~ffhours~ert~2:~p.m. C~thetoc~b~ngce~erorA~fore~tt~s. Bank One Commercial Account Agreement (10-02) D Account Analysis STATEMENT GUIDE This guide is intended to provide information to hefp you understand each section of your Account AnaIysis statement(s). Ail balance terms, column headings, and summary line items are defined in this guide. Information About Statements Each month, you wilt receive a deta[ted Account Analysis statement for each individual account. tfyou have multiple accounts, you wit1 receive a summary Account Analysis statement for your entire biliing relationship in addition to a detailed Account Analysis statement for each individual account. Detailed Account Analysis Statement The detailed Account Analysis statement contains two sections: Balance Analysis A concise monthly and average year-to-date summary of your average balances, service charges, and earnings allowance. This summary provides a step-by-step review of how your investable balance and earnings allowance were calculated. Service Analysis A review of ali services used during the month and the resulting service charge and balance equivalent. Services are grouped by product family. Summary Account Analysis Statement The summary Account Analysis statement contains three sections. In addition to the Balance Analysis and the Service Analysis sections, the summary Account Analysis statement also contains a: Relationship Account Summary A list of al1 accounts included with your relationship summary. tn addition to reformation in the sections of your Account Analysis statement, this guide also contains: Account Analysis Definitions and Formulas Index A list of ali terms used in this guide Account Number/Group Account Number: The Demand Deposit Account (DDA) number for this statement. For §roups, the account number designated to represent a group of accounts in a relationship. Page Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. Statement Period: The beginning and ending date of the statement. Contact:Your Bank One Relationship Manager or department managing your relationship, Account Number: The number of the individuaI or group DDA covered by this balance analysis section, Average Ledger Balance:The net sum of the daily positive and negative ledger balances for the month, divided by the number of days in the month, The balance of the last preceding business day is used for weekends and holidays. Less Average Float: The difference between the average ledger balance and average collected balance for the month. Bank One assigns float on deposited items based on our published ava~Iability schedules. [Average Ledger Balance - Average Coiled:ed Balance] Average Collected Balance:The net sum of the da~ly positive and negative collected balances for the month, divided by the number of days in the month. [Average Ledger Balance -Average Float] O Average Negative Collected Balance: The sum of the daily negative collected balances for the month, divided by the number of days in the month. Th~s balance is used in determining the negative collected balance fee, which will also appear within the service analysis section of your statement, O Average Positive Collected Balance: The sum of the daily positive collected balances for the month, divided by the number of days in the month. ~) Less Reserve Requirement: The portion of the DDA balances that must be set aside by the bank to meet reserve requirements, This amount is not avadabte to offset service charges. [Average Positive Collected Balance x Reserve Rate] ~ Average lnvestable Balance: The sum of the average positive collected balances less reserve requirements (less loan compensating balances, if applicable).This ~s the balance on which the earnings credit rate (ECR) is applied. [Average Positive Collected Balance - Reserve Requirement - Loan Compensating Balances (~ applicable)] (D Less Balance Required: Balance required to offset the current month's balance-based service charges. [Total Charge For Serwces/garnmgs Credit Rate x No. o.f Days in Year/ No o.~ Days m Mo.] ~) Excess/(Deficit) Investable Balance:The excess or deficit in balances remaining after the balances required to offset the current month's balance-based service charges have been deducted. [Average Investable Balance - Balance Required] (~) Reserve Adjustment: The reserve adjustment is used for determining the coIlected balance position after offset of service charges, For excess mvestable balances, the reserve adjustment represents surplus reserves based on excess collected balances. For deficit investable balances, the reserve adjustment represents additional reserves based on deficit collected balances. [gxcess/(De. ficit) lnvestable Balance/(~-Reserve Rate) x Reserve Rate] ~I Net Collected Balance Position:The net collected balance position is the sum of the investable balance plus the reserve adjustment. For excess balances, these positive collected funds are available to your company to meet other corporate obligations. For deficit balances, this is the additional positive collected balance required to offset ali service charges. [Excess/(De. fic~t) lnvestable Balance/(7-Reserve Rate)] I~ANK ~ Bank One, NA ABC COMPANY I23 MAIN ST CITY ST ZiP CAP N N 001 573 2 09-09~2002 N GroupAccount' I~1 12345678901 Page 1 of 27 AUG t through AUG 31,2002 Contact: John Smith Account Analysis Statement OGroup Account; 1tl 12345678901 GROUP ACCOUNT Average Ledger Balance Less Average Float Average Collected Balance Avg Negabve Collected Balance Avg Positive Collected Balance Less Reserve Requirement Average Investable Balance Less Balance Required Excess/(Deflc~t) [nvestable Balance Reserve Adjustment-Collected Net Collected Balance Position Balance Analysis Average Thi~. Periqd Ye,ar To Date 739,811.19 739,8I 1 -231,849.63 -231,850 507,961.56 507,962 16,381 16 524,342.72 524,343 -52,434.24 -52,434 471,908.48 471,908 -2,614,424.63 -2,614,425 -2,I 42,516.15 -2,142,516 -238,057,35 -238,057 -2,380,573.50 -2,380,574 Service Charge Calculation Earmngs Credit Allowance Total Charge for Services Net Charge for Services Service Charge Amount 715.72 716 -4,107.87 -4,108 -3,392.15 -3,392 3,392.15 Service Charges Will Be Deb~ted From Account 111 12345678901 Earnings Credit Allowance: The calculated value of balances maintained during the month, which can be used to offset balance-based service charges. The ECP, is displayed on each corresponding detailed DDA statement. [Average Investable Balance x Earnings Credit I~ate x (Days in Mo / Days m Yr )] Total Charge for Services: The sum of the charges for services rendered. This amount is detailed within the serwce analysis section, Will be either: A. Net Charge for Services: Amount due for services after deducting the total charge for services from the earnings credit allowance where the result ~s negative, B, Net Service Credit: Amount of excess credit remaining after the total charge for services has been deducted from the earnings credit allowance where the result is positive. Account Number/Group Account Number: The DDA number for this statement. For groups, the account number designated to represent a group of accounts in a relationship. Pa§e Numbers: Each page of the analysis is numbered consecutively and also reflects the total number of pages in the entire statement. Statement Period: The beginnin§ and ending date of the statement. Account Number:The number of the individual or group DDA covered by this service analysis section. Service: This column lists ali services used during the month. Services are grouped by product family. Number of Units: This column displays total volumes for each service used. For the FDIC assessment and negative collected balance fees, this amount represents the balance on which the service charge was determined. Unit Price ($): The price per unit of service is displayed. If accounts within an analysis relationship have different pricing for the same service, the services will be listed at each price for that service. For the negative collected balance fee, the rate will be displayed. Charge for Service ($): This column displays the total charge for each service. [NO. o. f Unsts x Unit Price] I]alance I~equired ($): The balance required to offset the current month's balance-based service charges. This amount is calculated by dividing the total charge for services by the ECR, then multiplying by the number of days in the year, and dividing by the number of days in the month. [(Charge.for Service/Earnings Credit ieate) x No o. f D~ys in the Year/ No. o. f Da. vs in the Month] Total Char§e for Services ($): This amount represents the sum of ali charges for services rendered during the month. Bank One, NA ABC COMPANY Q Account No: 111 12345678901 GROUP ACCOUNT CAP N N 001 574 2 09-09-2002 N O Group Account: 111 12345678901 O Page2of27 O AUG I through AUG 31, 2002 Service General Account Services FDIC Assessment Account Maintenance Account Maintenance ODA Statement Pdnt Additional Oepository Services Dep Cks On-Us Dep Cks Local Qty Dep Cks Local RCPC Dep Cks National FRB Other Dep Cks Encoding Credits Posted Deposits Deposited Items Returned Wholesale Lockbox Services WLB Maintenance WLB Lockbox Deposits WLB Cour~er Del Svc Fixed Fee WLB Cour~er Delivery Service WLB UnprecessabJes WLB Item With Copy WLB Attach Document WLB Check Cleanng- Canadian Disbursement Services Cont Dish Checks Paid Stop Pymnt Automatic Renewal Telephone Inquiry Service Analysis 0 0 Number Of Units Unit Price Charge For ~;ervice Balance Required BANK= ONE. Sank One, NA ABC COMPANY Account No: 1 t 1 12345678901 GROUP ACCOUNT CAP N N 001 575 2 09-09-2002 N Group Account: 111 12345678901 Page 3 cf 27 AUG I through AUG 31, 2002 Service Funds Transfer Services FT Voice Incoming Transfer FT Voice Outgoing OTC FT Voice Outgoing Rep Transfer FT Term Outgoing Rep Transfer Cash Corm Single Acct Chg Automated CJearlng House ACH Credits Received ACH Debits Received ACH Addenda Records 'ITPS Federal Tax Payments TrPS Fed Monthly Report Reconciliation Services ARP CD ROM Med~a Fee ARP CD ROM Maintenance Check image Capture Information Services Foreign Check Deposit (CAD) CM Stop Payment in,liaison CMFW Detail Rpt 1~ Acct CMFW Detail Rpt Addl Acct Miscellaneous Services Balance T~'ansfer Incoming ZBA Automated Credit O Total Charge for Services Service Analysis Number Of Units Unit Price 33 7.5000 2 55.0000 8 16,0000 1 7 5000 1 35.0000 Charge For ~ervice Balange Required 247.50 157,519,62 110.00 70,008,72 128.00 81,464.69 7 50 4,773.82 35.00 22,275.50 31 0 2000 620 3.945.93 I2 0 2000 2 40 1,527.46 9 0 0300 0.27 I71.83 20 5 0000 100.00 63,64429 1 I5.0000 15.00 9,546 64 1 50.0000 1 50.0000 1562 0 0400 50.00 31,822.14 50,00 31,822.t4 62.48 39,764 95 1 3 5000 3 50 2,227.55 1 I2.0000 12.00 7,637,3~ 1 125 0000 125.00 79,555,36 5 55.0000 275,00 175,021.81 88 1.5000 I32 00 84.010,46 64 0 7500 48 00 30,54926 4,107.87 2,614,424.63 8,4NK ---- ONE Bank One, NA ABC COMPANY Account No: 111 12345678901 GROUP ACCOUNT CAP N N 001 576 2 09-09-2002 N Group Account 111 12345678901 Page 4 of 27 AUG ¶ through AUG 31, 2002 Summary of Accounts Included In Analysis Ill 12345678901 111 56789011234 111 tll 23456789011 111 67890112345 111 111 34567890112 Ill 78901123456 111 111 45678901123 111 89011234567 90112345678 01123456789 11234567890 Average Collected Balance: The net sum of the daily ending positive and negative collected balances for the month, divided by the number of days in the month. The average collected balance is the average ledger balance less average float. Average Float: The difference between the average ledger balance and the average collected balance for the month. Bank One assigns float on deposited items based on our published availability schedules. Average Investable Balance: Sum of the average positive collected balance less reserve requirement (less loan compensating balances, if applicable). This is the balance on which the ECR is applied. Average Ledger Balance: The net sum of the daily positive and negative ledger balances for the month, divided by the number of days in the month. Average Negative Collected Balance: Sum of the daily negative collected balances for the month, divided by the number of days in the month. This balance [s used in determining the negative collected balance fee. Average Positive Collected Balance: Sum of the daily positive collected balances for the month divided by the number of days in the month. Average Year to Date: Sum of the balance analysis line calculations averaged for the calendar year. When an account is opened during the year, this column represents the average since the account was opened. Balance-Based Service Charges: Service charges that can be offset by the earnings credit allowance. Balance Required: Balance required to offset the current month's balance-based service charges. This amount is calculated by dividing the total charge for services by the ECR, then multiplying by the number of days in the year, and dividing bythe number of days in the month. Balances Brought Forward: For accounts on a settlement cycle other than monthly, this represents the excess balances carried over from prior months to be accumulated within the current month. Balances Taken Forward: For accounts on a settlement cycle other than monthly, this represents the excess balances accumulated within the analysis cycle which will be carried over to the next month. Charges Brought Forward: For accounts on a settlement cycle other than monthly, this represents the amount of service charges carried over from prior months to be accumulated within the analysis cycle. Charges Taken Forward: For accounts on a settlement cycle other than monthly, this represents the amount of service charges accumulated within the anatysis cycle which will be carried over to the next month. Collected Balance: Ledger balance less float. Credit Requirement: If required, the collected balance that must be maintained for credit services. The balance has been adjusted by the DDA reserve amount. Earnings Credit Allowance: Ca[culated value of balances maintained during the month which can be used to offset balance-based service charges. This amount is calculated by multiplyin8 the avera§e investabte balance, times the ECR, times the number of days m the month, divided by the number of days in the year. Earnings Credit Rate: The rate used to value your average investable balance, t3ank One assigns this rate at our management's discretion. The rate is usually based on the average of the current month's weekly auctions of the 91~dayTreasury Bill rates and rounded down to the nearest five basis points, less management determined basis points. Excessl(Deficit) Earnings Allowance: Difference between the earnings credit allowance and the balance-based service charges. Excess/(Deficit) Investable Balance: The excess or deficit in balances remaining after the balances required to offset the current month's balance-based service charges have been deducted. FDIC Assessment: A pass-through fee based on each $1,ooo In ledger balances held on the last day of the month times the current premium rate. Fee-Based Service Charges: Service charges that cannot be offset by the earnings credit allowance. Float: The dollar amount of deposited items that have been given immediate, provisional credit but are in the process of collection from drawee banks. This is also called uncollected funds. Invoice: The first page of the analysis statement designates when service fees are to be paid by invoice versus direct debit. The analysis invoice will be found as the last page of the analysis statement. Ledger Balance: End of day balance after ali accounting entries (debits and credits) have posted to your account. Multiplier: The balance required to offset one dollar of balance-based service charges at the prevailing ECR. To calculate the multiplier, take the number of days in the year divided by the ECg times the number of days in the month. After determining the muItiplier, the balance required can be calculated by taking the balance-based service charges times the multiplier. Net Charge for Services: Amount due for services after deducting the total charge for services from the earnings credit allowance where the result is negative. Net Collected Balance Position: The net collected balance position is the sum of the investable balance plus the reserve adjustment. For excess balances, these positive collected funds are available to your company to meet other corporate obligations. For deficit balances, th~s ~s the additional posmve collected balance required to offset all service charges. Net Service Credit: Amount of excess credit remaining after deducting the total charge for services from the earnings credit allowance where the result is positive. I~eserve Adjustment: The reserve adjustment is used for determining the collected balance position after offset of service charges. For excess investable balances, the reserve adjustment represents surplus reserves based on excess collected balances. For deficit investabte balances, the reserve adjustment represents additional reserves based on deficit collected balances. [Excess/(De~idt) invest~ble B~l~nce/(~-Reserve R~te) x Reserve te~te] Reserve Requirement: The portion of the D DA balances that must be set aside by the bank to meet reserve requirements. This amount is not available to offset service charges, and Is calculated by muItiplying the average positive collected balance times the current reserve requirement rate. Service Charge Amount: Service charge that will be debited from the DDA you have specified (or invoiced if applicable}. Settlement Date: When the analysis billing period is greater than one month, this represents the day for which the analysis billing cycle will be complete. For example, a quarterly billing cycte may have the settlement date of March 31 on the January analys~s statement. Total Charge for Services: Sum of the charges for services rendered. Total Net Services: Sum of the net charge for services plus or minus balances/charges brought forward. Unit Price: Price per unit of service. Average Collected Balance Average Float Average I nvestable Balance Average Ledger Balance Average Negative Collected Balance Average Positive Collected Balance Average Year to Date Balance-Based Service Charges Balance Required Balances Brought Forward Balances Taken Forward Charges Brought Forward Charges Taken Forward Credit Requirement Earnings Credit Allowance Earnings Credit Rate Excess/(Deficit) Earnings Allowance Excess/(Deficit) lnvestable Balance FDIC Assessment Fee-Based Service Charges Invoice Multiplier Net Charge for Services Net Collected Balance Position Net Service Credit Reserve Adjustment Reserve Requirement Service Charge Amount Settlement Date Total Charge For Services Total Net Services Unit Price 2,7 2,7 2,7 2,7 2,7 2,7 7 7 2,4,7 7 7 7 7 7 3,7 7 7 2,8 8 8 8 8 3,8 2,8 3,8 2,8 2,8 8 8 3,4,8 8 4,8 Bank Statement 0 Bank One Anywhere, NA Anywhere, USA 1 MULTI SITE CUSTOMER 100 SOMEWHERE SOMEWHERE, USA 2 Acct# 123456789 3 Taxpayer ID #999999999 4 May I through May 29, 200X Page I HAVE A QUESTION ABOUT YOUR STATEMENT OR YOUR ACCOUNT- RECEIVE CONVENIENT CUSTOMER SERVICE FROM A REAL BANK ONE BANKER 5 BANK ONE COMMERCIAL CHECKING Account Number 123456789 Number of checks paid Number of withdrawals Beginning balance $.00 6 Checks paid Number of deposits/addition 6 Other withdrawals $1,t35.79 Interest paid this period .00 Deposits $21,139.73 Interest paid this year 6 Cheeks Paid .00 Balanceas of May29 $20,003.94 Number Amount Date Paid Number Amount Date Paid 7 Other withdrawals including fees and list posted items Date Description 05-02 IDNXTOTarget 002 0456456456 0000000400 1,000.00 05-06 IDNXTOACHDB 214 0024234234 0000100020 10.79 05-08 IDNXTORetum 018 0123123123 0000000322 i0.00 05-15 IDNXTOMisc Fee 002 0456456456 0000000400 70.00 05-21 IDNXTO Check 0 l 8 0123123123 0000000322 25.00 05-29 IDNXTORetum 002 0456456456 0000000400 20.00 $1,135.79 7 Deposits and other additions 05-02 IDNXFRTarget 004 0056056056 0000000000 2,000.00 05-08 IDNXFRDeposit 002 0456456456 0000000400 2,048.99 05-08 IDNXFR Deposit 018 0123123123 0000000322 3,738.41 05-09 IDNXFRDeposit 018 0123123123 0000000322 3,000.00 05-I0 IDNSFR1DN Sum 004 0046046046 0000000000 8,352.33 05-29 IDNXFR Deposit 020 0456456456 0000000400 2,000.00 $21,139.73 t0 .Daily ending balance Date Amount Date Amount 05-02 $1,000.00 05-10 $18, t18.94 05-06 $989.21 05-15 $18,048.94 05-08 $6,766.61 05-21 $18,023.94 05-09 $9,766.61 0559 $20,003.94 Fees and charges Your service charge& fees and earnings credit have been calculated through account analysis 0 0 © > 0 E Bank One, NA North Texas Availability Schedule Policy The availability of checks deposited is based on the financial institutions where the checks are draw and the location where the deposit is made. · The cutofftime for same day ledger credit is 3:013 PM Central Time. · Items that reject ~'rom the high speed sorter will be assi~ed one day extra float. The availability of'checks deposited at a branch will be based on thc processing time at the check clearing site. The availability of pre- encoded checks deposited at the check processing will be based on receipt time. The Federal Reserve banking system does not allow forward p¢oce,~ing of any check item over $99,999,999.00. Bank One will handle any such items as a collection item, with customer credit and availability deferred accordingly. The attached availability schedule lists deadlines for pre4encoded deposits received at Bank One, Texas processing site I Bedford, Texas, Monday through Friday. Assuming no Holiday, deposits made on weekends before the Sunday deposit deadline of Noon will be available I to 2 days lather than shown in the schedule. For example, if the schedule shows immediate or one-day availability, those funds would generally be available on Monday. Bank One assigni an additional 5% float factor to some items to cover unusual situations such as extreme weather conditions when checks may not be presented to the drawee banks. · Availability schedules may be changed without notification. NORTH TE.~L~,S PREMIUM COMMERCIAL AVA£LABILITY SCHEDf. LE Sorted by %~nsit Routing Number O 'E,tOLINE ;WAILABILa'T¥ !0:30 p.m. DESCRIPTION Postal Money Orders 12:00 p.m. 0 U S. Treasury Warrants 7'30 a.m, 0 E*Z Clear Bonds 0 p.m. 10:30 o m ZOO U) 30 pm. 2:00 p,m, 1~)'30 p.m. · 30a. n 2.00 pm. ! 0..~0 p.m. 2.00 p.m. 10:30 pm. ,0'30 pm. !1):30 pm. !0'30 p.m, 3 7) a.m. 2.';h a :n. 10:30 pm. t0:30 p m. 3.30 a.m, 2:00 p,m. I Boston Cit7 Windsor Locks RCFC Windsor Locks HDGS Bo'~ton RCPC Boston HDGS NWNE RCPC ,New York City. New York Select City East Rutherford RCPC East Rutherford HDGS Utica RCPC Utica HDGS East Rutherford Country, TtLkNSFF ROLTING N~L,~IBER(S~ oooo-oo2i oo b-ol i9. ob-oo-osoo 0000"0050,0000-0051 0000.9000 OttO 0ttt,0tt8,0119,02ll 0tlt-000t.00t0.0080.009t.0tSZ 0336.0412.0118-0105.0418.0119- 0044.0057.0065.0[35.0140.0[o5. 0322. 0367.0211-0032.0110.22ll- 72[8 0112.0113.0114.0[[5 .... 0[13-0060.0~68.0164.0203.0235. 0243.0~8~.0.9~.0115-0001.0033 01t6.0[i7 021 O, 0.60. 02 t 0-0002.02 t 04)0/)8.02 t 0-00 t 2. 0210-0030. 0260-0002. 02~)0-r;0 t 2. 0260-0030 0212.0214.0219 o~ t..-ooo., ooo9, 0271. 050t. 0214-1063. 0219-0032. 0235.0828. 0852 02 t 3.0223 02 t3-000t. 0007. 0038. 0046.0202. 0539. 068... 094.~, 0223-0016. 0017. 2213-7079 02 t 5.0216 Uuca City, 0220 Philadetphm City 0310.0360 Phfladdphla Select City 03t0-0001. 0310-006'~"." 0'3 it)-00,D" Philadelphia RCPC Phdaddphm HDGS Cleveland City, Cleveland Select City Cleveland RCPC 03 [ 1.03 !.2.0313,03 [9 03 t t ~0004. 0009.0015. O0 l 6'."00 I'7. 0020. 0022. 0026. 0028. 0035.0O74. 0047.03 i2.0073.0208.0254.0277. 0305. 0760. 0313-0046.0154.0234. 028 l. 0319-0166. 0168. 0276 0410 ...... 0410~0068'. 0.~. i0.0 t 03 0412 AV. ULtBILrry' FACrOR t00% L00% 95% 95% 95% 95% 95% · .... 95% 95". 95% 95% 95% 95% 95% 95% 05% 05% j 95% 05°/,, 05% 95% Page 1 of 9 NORTH TEXAS PREMIUM COM.MERCLkL AVAILABILITY $CHEDUL£ Sorted by Transit Roudng Number I{):3/) I0:30 am. 2:00 L/):30 a.m. ; 30 4..m. 0 2./)I) a.m. 10:30 3 31) ~.m. 10:30 p.m. 10:30 p.m. 2:00 a.m. 10:30 p.m. 2:00 p.m. 10:30 p.m. 330 a.m. 2:00 p.m. AVAIt~kBILFFf 0 0 DESCRIPTION Clevelazd HDGS Cmcinnau, Ch-/ 0 Cincinnat~ Select CiW Cincinnan ?`.CPC Cincinnati HDGS Ptrtsburgh City, P~t~sburgh Select ClW Pmsburgh RCPC Ptttsburgh HDGS Cotumbus Ctty Co[umbu.'~ Select City Cotumbus ?,.CPC Columbus HDGS Richmond Ciw Richmond RCPC Richmond HDGS Charleston RCPC Charleston C,k¥, . Baltimore City Bait[more Select City Baltimore RCPC t I0:30 p.m. 0 Bait[mot= HDGS 10:31) p.m. 0 Charlotte City, 2:0{1 p.m. Charlotte RCPC 10 30 om. Charlotte HDGS TR.%NS1T ROLLING NI.J~IBER(S) -'0412-0008, 00l 4, 0044, 0055, 0066, AV3XL.~BIIXTY FACTOR 0[08 0156, 0170, 0200 02l [. 0382. [343, i38I. 1503, 2412-7203 95% 0420 9. ~ 04.0-004. 95% 95o% 0421,0422,0423 0421'0017,0013,0023,0028.0119. 0422'0092,0137,0194,020~,02[0. 0230,0242,0421,0501,0503,05~Z 0773.1208,0423-0407 0430 0430-0026 0432.0433,0434 0433'0073,0160,0162,0173.0249.- t)344.0383.0513 (]440 0440-0002 044t,0422 044b0i73,0259,0832,1509, tStZ 1544,0442-0366,0454 05[0 05t4 0514-0064,0072,0073,0186.023[. 058%0712 05[5 0520 95% 05% 95% 95% 95% 95% 95% 95% 95% 05t9 ')5% 95% 0520-0001 0521.0522,0540.0550.0560.0570 05411-0003. 0004, 0052, 01)55. 0L22.0t58, 0550-00I [. 0190.0134, 0270, 0302, 0309. 0320, 0! t I, 0126, 0424, 0479, 0738. 0700. 2560~7497 053O 0531 0531-0002,0025,0030,0035.0049, 0052,0055.0ti2,0127.0139.0t52. 0156,0162,0t22,0197.0246,0348, 0351,0763,0796,0798,0858,0920. 0952,1040, lOSL, 2531-7158 95% 95% 95°.,0 Page 2 of 9 NORTH TEXAS ?REMIUM COblMERCIAL AVAILABILITY SCHEDULE Sorted by Transit Routing Number 2:00 o m. 0:30 ) o:3o 10'30 3 30 a.m. 2:00 p.m. 11):30 p.m. ,,,1o:3!? ~.m. 2.00 mm. '>30 pm. [~1. }l) sm. 2.!,,0 10:30 p.m. 3 30 a.m. ~:00 p.m. 9:30 p.m. x.: )a.m. 4 O0 ;a.m. 6.30 pm. DESCRIPTION Columb:a RCPC 0 Coiumbia HDGS 0 Columbia Ciw l 0 0 0 0 Atlanta City. 0 I Atlanta Select Ciw Atlanta R. CPC Atlanta HDGS Btrmingham Ciw Btmaingharn RCPC Birmingham HDGS lacksonwlte City Jackson~ ,lie P,.C PC Jacksonville HDGS Nashville City Nashville RCPC Nashville HDGS New Orleans Ciw Bank One. Lomstap. a TR, kNSIT ROt. TING NT:,'MBER(S) 0532 0fi32-000 t. 0006. 0044. 0776 0530 0010~000 l, 06 i 0-0005, 06 t 0-000T. 06 l 0-0010 06l 1.0612.06 [3 0611-0079.0 l 16.0 [ 24. !. 278. t 327 {)620 0621.0622 062t-0081.0It0.0349.0558.0622- 0053.0114.0129.0136.0149.0157. 01gi.0217.0226.0230.0233.030o. 0372.0373.0374.0375.0403.04~. 0508.0536 0630 0631.0632 0631-0027.0063.0l[5.0215.03i9. 0469.0568.0612.0662.075t.0838. 0632-10t2 0640 0641.0642 0641-0139.0155.0307.0435.08241" 0642-0076.009t.0132.0[45.0275. 0361,0434,0591,0719 0650 0650~0002.0060.0652.00t7.002~. 0023.0036.0038.0040. 0044.0223. 0312.0361.0654-00tt,00t3,0056. 0237.0507.111t-0002.0029.003t. 0076.0091.0103.0214.0286.0467 AW. dkUili.rTY~ F.tc'roR 95% 95% 95% 95% 05% 95% 95% 05%, New Od~mns RCPC 065 L.0652.0653.0654.0655 95% 10'3(1 pm. Miamt City 0660 ')5"., -' O0 p.m. Miami RCPC 9. o 10:30 p.m. 0 Miami HDGS 10'30 a.m. 0 Chicago City 3'30 a.m. 3.00 p.m. 2:(10 p m. 0670 0670-0101.0243.0269'i"~98.0567.' 0606.0617.0623.0643.0713.0775. 084[.0858.0909.1402.2670.gt2~ Chmago Scl=ct City Peoria RCPC 071 L Chicago RCPC 07 [ 2.07 l 9 0710 ,)7 t o-ooo l, 07 to-odb3.07 t o':'bo ~ 5. 071.0-0028.07 !0-0077 95% 95% 95% 95% 95% Page 3 of 9 NORTH TE.'C&S PREMIUM COMMERCIAL A. VA:LABILIT'f SCHEDI,'LE Sorted by Transit Routing' Number [0'30 p.m. ti):30 a.m. 3:30 ":00 p.m. [0:30 a.m. 3:3t) a.m. Z:00 a.m. h)'30 3.30 a.m. 2'00 pm. 10:30 a.m. 10:30 a.m. 3 30 .~.m. 2:00 pm. 10:30 p.m. 3:30 a.m. o'30 am. 2:00 ,,p.m. 10.30 p.m. 2:00 a.m. 3 30 a.m. AVAILM3ILITY 3.30 a.m. DESCRIPTION TR. LNSIT ROLTING NL,'MBER(S) 0719-0488. 114l, 1558, t. 815, L904. 0 Chicago HDGS 2382.24 [4, 2719-700 t, 7238. t.9_ 95% 0 ..... De.mt Ctty 0720 9_ ,, 0 , . Detrott Select CiD' I)720-0009. 0720-01333. 0720-001~t 05°° I. De=oil RCPC 0724 De,'roit HDGS Des Momes City. 0724-0005.[~9..[329, t333,1360 0730 0730-0017,0730-0022.0730'0054 [ndianaoelis Ci~ .t~:~dLtBlI. ZW- FACTOR 95% 95% 95% 95% Des Momes Select City. Des Moines R. CPC 0739 95% 95% 0740 0740-0001. 0740-0006 0749 0749-00t9,00~,,0t74,0o)7.0~60, . 0412.0465.0616.0910, t[00. i247. [248. I257. t317. t337.1346 0750 0 Indianapolis Select City [ndtanauolis RCPC [ndtanapohs HDGS 95% 95% . ,2' 95%, 95 % Milwaukee C~W Milwaukee Select City 0750-000 t, 0'750-0002 95% Milwaukee RCPC 0759 95% 0090, 0127.0!54.0_7~, 0600, 08t9. 0821. 0957, 0991. [052, t 120, 1160, 1216 0810 0812,0815.0865 Milwaukee HDGS St. Louis City St. Lorn ~ Country St, Lores HDGS 0.30 Louisville RCPC 6:30,,p.m. t0:30 p.m. 7 3{~ 3'30 a.m. 0812-0827.2t49,081S-0049,0140. 0t42,0289,[769.1789.0819-0221 08t3,0839.0863 Louisville HDGS 0839-0165, 0839-0426 St. Louis RCPC 0819 Little Rock Cir/ 0820 L¢tte Rock RCPC 0820 0830 Loutsvtlle City. Memohls Ci~ 95% 950.3 95% 95% 95% 95% 95% 0840 %, Memphis RCPC 084 t,0842,0843 95% Minneapolis City 95% 10 30 p.m. Minneapolis Seiect Ci~ Minneapelis Country Minneapolis HDGS 0910,0960 09 tO-O001.. 091.0-0002. 0960-000 ~ 0911,0912,09i3,09[4,09[5 95% 95°.5 95% 0012-[592.0013-0002,0914~0~50. 0918-0029,0030,0919-0034.00~6. 0053,0[02,0149,0188,0197 Page 4 of 9 NORTH TEXAS; R~zMIL M COMMERCtA ~ AV ML.\IiILITY $CH-ZDI, La Sorted by Transit Routing Number 2:00 p.m. !0:30 pm.] 0 0 0 1'30 ~ m. ',-' 30 ~.m. p.m. pm. 3t3 a.m. p.m. ~ 30 DESCRIPTION Minneapolis RCPC Hdena CiW TR. kNSFF ROLTING N~L~IBER(S) 09 [ 8,0919 092 t FACTOR 95% 95% 95% Helena Country. Helena RCPC 0929 0929-0002.00 [7.0038, 004'. 0085. 0!.68, 0455.0516, 0527 Helena HDGS Kansas Cio/ {010 95% Kansas CiD' Count tOt 1., [0t2, 1.0t9 95% Kan.~as Cw, HDGS t0 t t-0002. 0004, 00!.6, 016o, 0[83. 0743. [226. t012-0039, 0051. 0062. 0095.01. [2, 0115, 0568. 1156. to[g- [ 020 Denver City, ')5% Denver Country !,02t, !,022. ~023 05% 0 0 Denver HDGS Oklahoma City Bank One. Oklahoma Oklahoma Country, Oklahoma HDGS 1tl21-0040. 009 I. 015 [. 0 t64, 0254. 0400. 0454, 0465. 0526, 058[. 11}22- 0022,0124,0252.1070-0002.0007. 00t9,0032.0035.0070.0079,0125. 036[,0364,0435.0438.0463.0504, 054%0580.0592.0630 1030 I030~0019,0064,0205,0226.1030, 1031-0164,1039-000L0t36 [03 t 103 t-0082.01, t5 [039 I041) [040-0001 t04L Oklahoma RCPC Omaha Civ/ Omaha Select City Omaha Country, Omaha RCPC a 95% 100% 95% 95% 95% 95% 95% F).3a 2 m 0 Omaha HDGS ~:30 a.m. ,) Denver RC?C t070 { 95'% ; 30 a.m. 0 Dallas Ci~ .t 00 mm, , I) ............... Bank One. Texas, , .1.,l10-0061..t, llg-0005, t149~t978 1 ,,, t00% ,,, Page 5 of 9 NORTH TEX...kS PREMIUM COMMERCIAL AVAiLAB[LfI'Y SCHEDULE Sorted by T.mnsit Routing Number I)E,\DLINE A¥':kILkI3ILITY DE.~CRIPTION TtLkNSIT ROLTLNG N'I..'~IBER(S) FA. CrOR l t 10-000 t. {31)02. 0075, 0077, 0094. 0096.0098.0103, 0115, 0396, 043!. 0793. 097t. tot", t361. 1585. i72'-1. · 215t), t 113-008~. 0090.0093. I 0148. 0235.03SZ 0436. 0437. i 0036, 0819, i03% [236. [46[, 2256. _~t~0.11194)0 [ 0.0023, 006Z 0065. 0067. 007l. 0[6-. 0364, 0457.07a4. 09t9,0969. II~", ti46, t.~8-.. 1405. I423. [4,,~, 14~0, I.~~, t592, 1609. [~i0. 2186. 22%, 229.1. L t2o-oots. t t38-000t. 0002, I)0o0. 00c~8.0[2tL 014,~. 0294, 03 [2. 0500. 050l. 0635. [054, 1L35. t433. t482. l.*%. [578, 15c,'t, 1625. t787.230~~ ! I31.0004. 0050. q257, ()29 l. 0667. .~a,. 2337, t 140-000[. 0008. I 0 )71 0077, 0079, 008 [. 008.54, 0086. i614. tTt2. t149-0032. 0234, 0289. 039[, 041 [. 0459, 0470. t)930, [008. 1228. 127t. 2093.2[ [7.2[49.2[65. 2[,,10. 2377. tt63-0389, t0t3. 1046, t465, 2293, 3t 10-7314, 93[2. 3t19- 9323, 3130-7376.930 t. 3 t40-7298. 12.{)0 p,m. 0 Statm.vid¢ t. 'eannghouse 31.49-7447 100% {. '2.t)0 J.m. .1, 0 i Daila.~ ,RCPC ..... tilt.[ti?, ., [ I00% Page 6 of 9 NORTH TE~V5 ?REMrLM COMMERCIAL AV.MLABILITY SCHEDL'LE So.ed by Transit Routing Number 3{) L :, .ii)a.m. D ESC,'~iFITO N Dallas Select RCPC [)alias Select RCPC Fexas Credit Union teaque TRAN,51T ROLTING NT.%. IBER($) l I 1. l-I)000.0' ?. 0 [ 7~, 0352. 0474. 0787, t 119-0025. 0045, 0052. 0054. 0057, 0058. 0059. 0060, 0078. 0145. 0 [5 [. 0156.0!52. 0t64. 0190.019 I. 0to7.0200. Oil 1.0227.0239.024'. 0315.0323.035:. 0355.0357. 0385. 0404. Oa-t [. 0485. 0509. 0523. 0539. 05m3. 0561.05-'.. 0576. 0600. 0003. 0004.06 i6.032~, 0632.0634. 0662. 0685.07t4.0719. 0742. 0755.075o. 0705. 0771.0-%. 0788.08i7. 085m 08.%. 0880.0895.0928. 093o. 0%0. Oqol, 009tl. 10g0. 1005. [{)2h, 1060. i0~2. t249. [32.5. i332. 1338. 13fl8. [37'). ia.02. 142[. 1428. [468. 1484. 148{x [503, t$25, 1539, [55a. 1562. 15o5. 15o8. hmS. L669. 172[. 1732. 1736. [943.2.0ge. 2032. 2076. 2123. 2393. 311.1-..._.~:' 3119-7975. 8900. 9290 l ! t3-0088.0 [ [ 3. l ! 1%0075.0 t 23. 0[30. 0155. 0390. 0760.0963. [055. i474. [635. 16%. 1714. [917.3119- [ ! 19-l)a50.3 [ [ 1-7584.7504. 7598. 3113-765 t. 76'5.7676. 7678.7685. 779t. 8084. 8200. 8596. 8706.87li. 3787.3l I9-770~. 7702. 782'). 7087. 8072.81.33.8[52. ~I53.8 [5,~. 8 I~>I. · i{~6.3[6% 3175.8[')3~ :~[%. 821)3. 'q243. %53. 't29,. 8523. :t5:t3. :t585. Rb37..q;77~{..~:{9". 8985. 9005. 9029. 9038. 9040. 905 :. 31.23-8530.3130- 806t. 8062. 806< 8290.83 8322.8325.8400.8507.8549.8723. 8729.0056.9209.92[0.9327.313[- 7748.7766.8519.87a5.8760.8762. 897[.3140-8550.8853.8859.8874. 314%77[6.77[7.7797.7835.7830. 78~L7862.8087.8088.8534.862'). 8630.8737.3163-8639.8648.8673 X AILtBILr~ FAC'IOR 100'% lt]O'~ ;, [{10% Page 7 of 9 NORTH TE.'C\S PREMIUM ~OMM=RCIAL AVAILAB[LITY Sorted b.v Transit Routing Number OIL'fi)LINE AV?dL,~BILI'I~', , , DESCRIPTION, Ttk'tN'SIT R(}[.'TINc.; N'L~tl]ER(S) FACTOR ..... 4._'.0 o.m. l, 0 .... Dail=s Countr-: ~, ti 13 j t 113-0 [43.0lo!. 0[73.0209. 0236, )-.~,. I)254 02.';~, 0260. 0283, 02S4. 0300. 030[. 031' 0348. 0349. 0374. 0405. 0106.0430. 0434.0438. 0440. 0460. 0463.049 I. 051 I. 0-457. I 0574.05g5. 0605.0608.06 [9.0655. 01~5~ 0675.0637, 0~.~ 0726. 0743. 0748, 0753~ 0766. 0784, 0805, 082[. 0827.0835~ 08..ta. 0855. 0857.0863. : )8, _. 0873, 0903.0923. 1{)29, 1{)32. [I)3o. [080. 1084. i08,5, [[)87. 1141, 1..3 ...... t255.t~;~. I_, ,. 1300. 1320. 134-7. I363. 1450. !457. 1403. 1SOl. I579. I6ol. 16-~h h,:,I2, tflSa. 1'%. [763, I784. 17,%. I:~10m 1320, 1853, l~61, 1870. I')34, I953, 2000. 202 l. 2034.2067'. 2l)8~), _09.. 2104, 2105. 2106.21 2104. 217i, 2t72. 218l. 2182. 2257, 2266, ~ ~7~ ~ ~96 '301 2303, ~' ' - . _~6a. 2368, 2373.2380. 10: 3~} pm. 0 Dali,is Se:cc[ (?ounrr/ 2390, 2392, 2395, 3 t t3-8085 }: )0 ~) { E1 Paso Cit,/ t) El Paso RC?C t~.3fl p.m. 13-0095, 0 ! t 2. 073 I, 113 [. l e~04. ; 30 Houston City 225;;1, 2299 II)C"',., l i 20 I[30 l,)0"., ; i¢) a.m. ') San Antomo City 1,)'30 p.m. 4 San Anmmo RCPC J.30 TCxa. s State Warrants I) San Antomo Select KCPC San Francisco City 1149-001t.:, 3.30 a.m. 6'30 p m San Franmsco Select City 1149-0272, 3149-7066 [00% ,~:;,/ t2t0 12t0-0004, i210-0035, 1210-0057 95"q ~.31,' p m, 0 San Francisco RCPC [21 i,1212.121~ .... ~.3q p.m. [ San Franctsc~,Countr'y ...... i214 .......... '1'3, '3' ......... ti). ;0 p.m I) Los Angeles City ...... [,.~0,1~23 . }'30 ~.m. t) Los tM~ge!¢,s Select City 1220-0004. 1220-0021, 12204)06.6 Page 8 of 9 NORTH TE,'C\S ?REM[UM COMMERCL~,L AVA[LABILITT SCHEDL'LE Sorted by Transit Routing Number 10:30 p.m. I o 3.2-0 0 DESCRIPTION TR&N'S1T ROLTING N'U~IBER(S) Los ,~geles RCPC tZll,t .... t,~ j ~5% Los ,~agetes Select RCPC [ ~' 1-000 [, 0002, 0 t 70 I )-, ~ 1222-0[44 0477. ~ ~' ........... · 1..4-00 ~. [ 95% t230 Los Angeles HDG, S Pomlad CiD' Portland Select CiD [ 230-0012. FACTOR 95% 2:00 om. Porti~d RCPC I23L,IZ32,1233 } 95% o 30 a.m. Pomland HDGS l_o_-0o_I I 9s% 3 30 a.m, Salt Lake Ciw [240 } 95% l:00 p.m. Salt Lake RCPC [ 241 ..... [ ~4' [ ~43 9~q°'o 0 0 0 Seanle City 250 , ! 95% ! i 30 .~.m. Seattle geico: CiW 12504)002, 1250-0003 95°'o 2'0) '~ m. Seattle RCPC [ ~q '~ '~ · .~ l, t _5. I 05% ¢'30 a,m. gnk of America - Tray. Ck 8000-0001 / 05% Il) 30 ~ m iq'JO .o m ii):3/) p.m. 10.30 p.m. 8000-0002 ,~000-0003 F~rst Chtcago- ',,'isa Rermbtic Nauonat Amenc ,,m Express 8000-0005 J 45% Thomas Cook 8000-0006 Ciubank 8000-0008 10:3t) p,m. Barclays 8000-00 [ 0 95% 95% 95% 8000-00 t i t 95% MasterCard [ntemtl. 8000-00 ! 3 f 95% Arab Banking Corp. F,) 30 p.m. Page 9 of 9 f AVERYeU I~. t- o H BANK ONE RETAIL LOCKBOX STANDARD DETAIL REPORT AODR-1 1 WORK OF: 11/1712003 PAGE: t DDA NUMBER LOCKBOX NUMBER LOCK BOX BATCH 100 101 410 123456789 1234 NO, OF COUPONS DDA NAME ABC COMPANY LOCKBOX NAME ABC COMPANY I Y102 NO, OF CHECKS NO OF TRANS. DEPOSIT AMOUNT 199.20 579.29 2,380.00 BATCH NO, 100 lO0 100 I00 101 I01 ~01 101 101 101 101 TRANSACTION NUMBER 0O42 OO65 OO55 0001 0O86 OO67 0070 OO56 0014 OO34 O029 PAYMENT AMOUNT 41,50 33.20 58.I0 66.40 19920 33,20 38.18 136,95 244,85 63,86 53.95 8,30 579.26 PAYMENT TRANSIT CHECK DUE NUMBER ACCOUNT 41,50 071922988 102030405 33.20 071922968 0204060809 58,10 071915580 1050709060801 6~.40 071000013 246824682488 I99.20 33.20 071000013 102030405 38.18 271070801 0204080809 136.95 071925745 1050709~0t 244.85 071923909 246824882468 63,85 071000505 105030405 53,95 044000804 0204060809 8,30 243374218 1050709060801 579.29 CHECK SERIAL 1234 2468 13579 123456789 987634321 24682468 1357913579 111 222 123456789 147258369 OCR ACCOUNT 0000123312 1234567590 1111111111 0000123312 1234567890 1111111111 1331331331 2442442442 3553553553 410 410 410 410 410 410 410 410 0OO2 O0O2 CO01 OOO2 OOO2 0002 OO01 390.00 311.00 329,00 311,00 311.00 346,00 362.00 390.00 063000047 1050709060801 311.00 063000047 1050709060801 329.00 122OOO661 102030405 311.00 0630(~347 1050709060801 311.00 063000047 1050709060801 346,00 063000047 1050709~)66801 2,380.00 2,360.00 1357913579 1357913579 24682468 1357913579 I357913579 1357913579 24682468 0000123312 123455789~ 1111111111 1331381331 2442442442 3553553553 3,138.49 3.138.49 WHOLESALE LOCKBOX DEPARTMENT CUSTOMER SUMI4ARY DETAIL REPORT ABDR-I 1 WORK OF: FACE: t DDA NUMBER 000000000 LOCKBOX NUMBER 111111 LOCKBOX REFERENCE NUMBER DDA NAME XYZ COMPANY LOCKBOX NAME XYZ COMPANY DEPOSIT ITEM AMOUNT COUNT 31485 33,057.47 11 41459 7,668.58 2 42831 6,647.40 2 47,373.45 15 TOTALS OK~ (A) ITEM REF- NUMBER NO, 1 31465 31465 REMITTER NAME ARAMARK CHECK CHECK AMOUNT DATE 4,200.32 04/2WI999 CHECK ACCOUNT SERIAL NUMBER 1898856 08777110008956 31487 31487 ACCO BRANDS 4,200.32 04/27/1999 1898856 067771~0008956 32940 32940 ACCO BRANDS 4,200.32 04/27/1999 1898856 08777110008958 LOCKBOX NAME REFERENCE NUMBER 'rEM COUNT 1, 177.17 2. 17.93 3. 71.11 4. 488.42 5. 7,891,46 6. 0.32 7. 8. 72.10 9. 1,876.17 10. 304.00 11. 114.06 12, 244.98 13. 2,364.82 : COMPANY MANUFACTURING, INC. · 21001 :13 ACCOUNT NUMBER : 8122.0054 LOCK~OX NUMBER : 8977 DOLLAR AMOUNT : $14,326.55 USD 02/23/2003 Page 1 LOCY, BOX NAME : COMPANY MANUFACTURING, INC. REFERENCE NUMBER : 21001 TRANSIT ROUTING NUMBER : 569998763 DEPOSIT LOCATION : ITEM COUNT : 13 We have credited your account for the above Lock Box deposit COMPANY MANUFACTURING, INC. 2222 EXECUTIVE ST. LAS VEGAS, NV 89231 ACCOUNT NUMBER : 8122-0054 LOCKBOX NUMBER : 8977 DOLLAR AMOUNT · $14,326.55 USD 02/23/2003 T INITIAL REFERENCE GUIDE Lockbox Name = Client's Name Reference Number = Number of This Batch Item Count = Total Check in This Batch Account Number = C~ient's Deposit Account Lockbox Number: Client's P.O, Box Dollar Amount = Batch/Deposit Total (dollars) Date of Deposit/Business Date Listintg of Individual Checks in This Batch Lockbox Name = Client's Name Reference Number = Number of This Deposit Transit Routing Number = Internal Sort No. Deposit Location = Not Applicable item Count = Total Checks in This Deposit ADDR- 1 1 WORK OF: 12/03/2003 UMBER 1562622132 LO~.,~OXNUMBER 961083 LOCK BOX BATCK # NO. OF COUPONS TOTALS DETAILS-CITY OF DENTON TAX BANX ONE - RETAIL LOCKBOX DETAIL REPORT -COUPONS DDA NAME CDTNT { 96i083 ) LOCKBOX NAME CITY OF DENTON TAX NO. OF CHECKS NO. OF TRANS. i 1 1 I 2 76 76 76 85 12 7 6 89 84 83 DEPOSIT AMOUNT 575.10 42,474.52 5,563.17 48,612.79 PAGE: BATC~I NO. TRIENSACTION OCR NIIMBER ACCOUNT 0001 00000216146 PAYMENT DUE 575-10 575.10 PAYMENT TRA/~SIT AMOU1TT NUMBER 575.10 111900659 575.10 CHECK ACCOUNT 7074388911 CHECK SERIAL 1535 0001 00000196475 0002 00000103045 0003 00000920634 0004 00000192149 0005 00000221895 0006 00000033110 0007 00000021092 0008 00000035695 0009 00000211004 0010 00000208865 0011 00000031448 0012 00000030000 0013' 00000022324 0014 00000022257 0015 00000221867 0016 00000102803 0017 00000102686 0018 00000173426 0019 00000175378 0020 00000023044 0021 00000030678 0022 00000030015 0023 00000026066 0024 00000901736 0025 00000033545 0026 00000025436 0027 00000216170 0028 00000915716 0029 00000907407 0030 00000244884 003t 00000034454 0032 00000026062 0033 00000238264 0034 00000025420 0035 00000020842 0036 00000028169 0037 00000105306 0038 00000189966 0039 00000518373 0040 00000103146 877.70 961,93 30.41 1,057.93 698.22 184.68 540.66 414.31 702.52 913.90 256.37 348.58 519.31 381.84 728.61 672.70 755.57 6.03 6.23 579.50 583.79 147.06 560.60 45.04 466.45 501.24 805.25 9.88 280.99 16.17 340.56 307.32 913.62 764,93 420,20 1,035.14 678.05 777.21 66.47 1,033.76 877.70 111000614 961.93 111000614 30.41 322077795 1,057.93 111911321 698.22 101000019 184.68 062101413 540.66 311980725 414.31 111900659 702,52 111001150 913.90 111000025 256.37 111000614 348-58 111000025 519.31 314970664 381.84 111902000 728.61 111906271 672.?0 113000023 755.57 113000023 6.03 111907445 6.23 111907445 579.50 111000614 583.79 103100959 147.06 111904817 560.00 111900659 45.04 111900659 466.45 111900659 501.24 111000614 805.25 111900659 9.88 111911321 2B0,99 111902000 16.17 111911321 340.56 111911321 307.32 111000614 913.62 314970664 764.93 111900659 420.20 111000614 1,035.14 111906006 678.05 111900659 777.21 031100157 66,47 311980725 1,033.76 111000614 1574763858 9332059088 081545907 2103372 145017803 8033393656 0000073334 5691512102 1747843905810565 007836501348 9332060248 004777584169 0030052436 04200054~6 463978569 000317082887 000317082887 16811122 16811122 646411116 0426364 2118955 5691034024 5690468371 5690468371 1599815204 7077388911 2030500 0620580 022117170 022117170 7331306219 3801081534 5691056076 7332062070 45720560482 9397166506 1884746726 0007004391 9332287167 2619 4113 012816 3495 0435 0B26 3543 1278 1747 I545 3030 1287 9583 2348 0793 2896 2895 0158 0159 i047 2777 1081 1283 007774 007773 0532 1533 5460 008937 1008 1009 005453 0875 3697 3507 4572 1003 0172 4402 5445 WORK OF: 12/03/2003 DDA NUMBER 1562622132 L )XNUMBER 961083 BATCH TRANSACTION OCR N0. NUMBER ACCOUNT 2 0041 00000104217 2 0042 00000190000 2 0043 00000022995 2 0044 00000231464 2 0045 00000180778 2 0046 00000029760 2 0047 00000021362 2 0048 00000020980 2 0049 00000021163 2 0050 00000914531 2 0051 00000146418 2 0052 00000120512 2 0053 ~0000102914 2 0054 00000030551 2 0055 00000022608 2 0056 00000027737 2 0057 00000028265 2 0058 00000032424 2 0059 00000146081 2 0060 00000024153 2 0061 00000023718 2 0062 00000227661 2 0063 00000025315 2 0064 00000104239 2 0065 00000024764 2 0066 00000102778 2 0067 00000514112 2 0068 00000215671 2 0069 00000031585 2 0070 00000930590 2 0071 00000919700 2 0072 00000215809 2 0073 00000231447 2 0074 00000152141 2 0075 00000031428 2 0076 00000030497 85 0001 00000081500 85 0001 00000081501 85 0002 00000029267 85 0002 00000025174 85 0003 00000031494 85 0003 00000031493 85 0004 00000103078 85 0005 00000031654 85 0005 00000031677 85 0005 00000033793 85 0006 00000118369 85 0006 00000901857 85 DETAILS-CITY OF DENTON TAX BANK ONE - RETAIL LOCKBOX DETAIL REPORT -COUPONS DDA NAME CDTNT(961083) LOCKBOX NAME CITY OF DENTON TAX PAYMENT PAYMENT TRANSIT DUE AMOUNT NUMBER CI4ECK ACCOUNT 553.88 553.88 111000614 7332208016 798.81 798.81 111000614 647194109 833.29 833.29 111904817 2147467 848.27 848.27 063210125 2079900152333 887.57 887.57 111900659 4201011451 410.78 410.78 111911321 4001046 353.76 353,76 111907144 1068520 359.61 359.61 111907144 1068520 248.58 248.58 111907144 1068520 226.28 226.28 111000614 0330009903 628.96 628.96 111917309 0204198 1,277.91 1,277.91 311987786 1145639911 602.77 602.77 311980725 0000048707 511,63 511.63 111902000 2229129 644.85 644.85 111900659 5693170842 890.43 890.43 111000025 000305083572 569.30 569.30 046000804 041170364591 690,74 690,74 314970664 3315025357 592,00 592.00 111900659 5691591643 637.32 637.32 111900659 5691550029 339.56 339.56 111000614 1885494961 1,302.25 1,302.25 111000025 004796805285 434,24 1,059.10 314970664 0035096964 521.27 521.27 311980725 0000039446 55i.40 551-40 111900659 5691012293 503.64 503.64 111000614 1883211342 113.09 113.09 111900659 958253~019 755.04 755.04 111900659 4201005776 410.78 410,78 314970664 0030012404 34.53 34.53 111900659 4201013655 162-25 162.25 111000025 004771510689 1,135.81 1,135.81 111000025 004772636180 866.78 866.78 111000025 004795998928 685.37 685.37 111000614 1595190693 340.85 340.85 111900659 5695206305 735,93 735.93 111904817 2093200 41,850.26 42,474.52 251.88 251,88 111000614 1560779777 268.18 268.18 111000614 1560779777 765.95 765.95 111000614 0332010545 493.76 493.76 111000614 0332010545 82.26 82.26 111914849 340191002501229 535.44 535.44 111914849 340191002501229 838.16 838.16 111900659 5691225689 431,42 431,42 111900659 5691632207 471.00 471.00 111900659 5691632207 948.64 948.64 111900659 5691632207 438.53 438.53 111906006 0165464 37,95 37,95 111906006 0165464 5,563.17 5,563.17 PAGE: CHECK SERIAL 0711 5033 1365 3521655502 0605 1134 170S 1706 1707 010348 3238 4497 5382 5298 2286 1167 2719 0976 1582 5358 1019 3488 2405 2149 5667 3025 2024 0450 2817 1674 2313 0909 1110 1180 1003 1963 0638 0638 3012 3012 3401 3401 2810 0207 0207 0207 013450 013450 47,988.53 48,612.79 ADDR- 1 1 WORK OF: 12/o3/2oo3 D' ~BER 1562622132 Lt OX N73MBER 961083 LOCK BOX BATCH TOTALS NO. OF COUPONS NO, OF CHECKS DETAILS-CITY OF DENTON TAX BANK ONE RETAIL LOCKBOX CHECK REPORT DDA NAME CDTNT(961083) LOCKBOX N;LME CITY OF DENON NO. OF TRANS. 1 1 I 1 2 7~ 76 76 85 12 7 6 89 84 83 DEPOSIT AMOUNT 575,10 42,474,52 5,563.17 48,612.79 PAGE: PAYMENT AMOUNT 6.03 6.23 9.88 16.17 30.41 34.53 45.04 66.47 113.09 147.06 162125 184.68 226.28 248.58 256.37 280,99 307.32 339,56 340.56 340.85 348.58 353,76 359.61 381.84 410.78 410.78 414.31 419.08 419.08 420.20 466,45 4?6.48 501.24 503.64 511.63 519-31 520.06 521.27 540,66 55t.40 553.88 560.00 569.30 575.10 579.50 BATC-q NO. 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 85 85 2 85 2 2 2 2 85 2 2 2 2 2 2 1 2 TRANSACTION NUMBER 0018 0019 0028 0030 0003 0070 0024 0039 0067 0022 0071 0006 0050 0049 0011 0029 0032 0061 0031 0075 0012 0047 0048 0014 0046 0069 0008 0004 0004 0035 0025 OOO6 0026 0066 0054 0013 0001 0064 0007 0065 0041 0023 0057 0001 0020 RECORD $ W/I SEQUENCE 000I 0001 000I 0001 0001 0001 0001 0001 000! 0001 000! 0001 0001 0001 0001 0001 0001 0001 0001 000I 0001 0001 000! 0001 0001 0001 0001 0001 0002 0001 0001 0001 0001 0001 0001 0001 0001 000t 000I 0001 0001 0001 0001 0001 0001 C~ECK SERIAL 0158 0159 5460 1008 012816 1674 007774 4402 2024 10B1 2313 0826 010348 1707 3030 008937 005453 1019 1009 1003 I287 1705 1706 2348 1134 2817 1278 2810 2809 3507 007773 013450 0532 3025 5298 9583 0638 2149 3543 5667 0711 1283 2719 1535 1047 TRANSIT NUMBER 111907445 111907445 111911321 111911321 322077795 111900659 111900659 311980725 111900659 111904817 111000025 062101413 111000614 111907144 111000614 111902000 111000614 111000614 111911321 111900659 111000025 111907144 111907144 111902000 111911321 314970664 111900659 111900659 111900659 111000614 111900659 111906006 111000614 111000614 111902000 314970664 111000614 311980725 311980725 111900659 111000614 111900659 044000804 111900659 111000614 CHECK ACCOUNT 16811122 16811122 2030500 022117170 081545907 4201013655 5690468371 0007004391 9582535019 2118955 004771510689 8033393656 0330009903 1068520 9332060248 0620580 7331306219 1885494961 022117170 5695206305 004777584169 1868520 1068520 0420005456 4001046 0030012404 5691512102 5691225689 5691225689 7332062070 5690468371 0165464 1899815204 1883211342 2229129 0030052436 1560779777 0000039446 0000073334 5691012293 7332208016 5691034024 041170364591 7077388911 646411116 WORK OF: 12/03/2003 DD~ NUMBER 1562622132 L )X NUMBER 961083 PAYMENT AMOUNT BATC~ NO. TRANSACTION NUMBER 583.79 2 0021 592,00 2 0059 602.77 2 0053 617.70 85 0003 628.96 2 0051 637.32 2 0060 644.85 2 0055 672.70 2 0016 678.05 2 0037 685.37 2 0074 690.74 2 0058 698.22 2 0005 702,52 ~ 2 0009 728.61 2 0015 735.93 2 0076 755.04 2 0068 755,57 2 0017 764,93 2 0034 777.21 2 0038 798,81 2 0042 805.25 2 0027 833.29 2 0043 848.27 2 0044 866.78 2 0073 877.70 2 0001 887.57 2 0045 890.43 2 0056 913.62 2 0033 913.90 2 0010 961.93 2 0002 1,033.76 2 0040 !,035.i4 2 0036 1,057.93 2 0004 1,059-10 2 0063 1,135,81 2 0072 1,259.71 85 0002 1,277.91 2 0052 1,302.25 2 0062 1,851.06 85 0005 DETAILS-CITY OF DENTON TAX ~A/~K ONE RETAIL LOCKBOX CHECK REPORT DDA NAME CDTNT(961083) LOCKBOX NAME CITY OF DENTON TAX RECORD # CHECK TR3LMSIT W/I SEQUENCE SERIAL NUMBER 0001 2777 0001 1582 0001 5382 0001 3401 0001 3238 0001 5358 0001 2286 0001 2896 000I 1003 0001 1180 0001 0976 000I 0435 0001 1747 0001 0793 0001 1963 000I 0450 000t 2895 0001 3697 000! 0172 0001 5033 000I 1533 0001 1365 0001 3521655502 0001 1110 0001 2619 0001 0605 0001 1167 0001 0875 0001 1545 0001 4113 0001 5445 0001 4572 0001 3495 0001 2405 0001 0909 0001 3012 0001 4497 0001 3488 0001 0207 103100959 111900659 311980725 111914849 111917309 111900659 111900659 113000023 111900659 111000614 314970664 101000019 111001150 111906271 111904817 111900659 113000023 111900659 031100157 111000614 111900659 111904817 063210125 111000025 111000614 111900659 111000025 314970664 111000025 111000614 111000614 111906006 111911321 314970664 111000025 111000614 311987786 111000025 111900659 CHECK ACCOUNT 0426364 5591591643 0000048707 340191002501229 0204198 5691550029 5693170842 000317082887 9397166506 1595190693 3315025357 145017803 1747843905810565 463978569 2093200 4201005776 000317082887 5691056076 1884746726 647194109 7077388911 2147467 2079900152333 004795998928 1574753858 4201011451 000305083572 3801081534 007836501348 9332059088 9332287167 45720560482 2103372 0035096964 004772636180 0332010545 1145639911 004796805285 5691632207 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00000000292670000000000076595000000000007659500000000 00000000251740000000000049376000000000004937600000000 00000000314940000000000008226000000000000822600000000 00000000314930000000000053544000000000005354400000000 00000001030780000000000083816000000000008381600000000 00000000316540000000000043142000000000004314200000000 00000000316770000000000047100000000000004710000000000 00000000337930000000000094864000000000009486400000000 00000001183690000000000043853000000000004385300000000 00000009018570000000000003795000000000000379500000000 0 0 0 CD ~ 090 C,Jlaloo # 1 ~430 I~ 98) 0):, c~o 0 Xrn 0 WORK OF: 12/03/2003 BANK ONE REMITTANCE PROCESSING PAGE: LOCKBOX BATCH RECAP REPORT LOCKBOX ACCOUNT NU~ER NU~ER 961083 1562622132 961083 1562622132 961083 1562622132 DEPOSIT BANK NUMBER REFERENCE 0001 1 0001 2 0001 85 NO. OF NO, OF NO. OF TR~/qS. COUPONS CHECKS 1 1 1 76 76 76 6 12 7 FACE AMOUNT 575.10 42,474.52 5,563,17 LOCK BOX TOTALS 83 89 84 48,612,79 BANK~ONE BANK _ ONE Treasury Management Services Proposal Presented to: The City of Denton Randell McDonald Banker 940-381-7425 Diann Kinson Treasury Management Officer 817-548-3067 BANK~ONE December 9,2003 Confidentiality Statement BANK.5--ONE Confidentiality Statement The information contained in this proposal is to be treated as confidential and proprietary to Bank One. This material is intended only for the use by the party to which it is provided, and may be shared only with the employees and advisors of such party, who agree to maintain the confidentiality of this material. ¢o 2003, Bank One Proprietary and Confidential BANK~ONE Executive Summary BANK ONE Executive Summary Introduction Today's business environment is more competitive than ever before. To stay ahead of the competition, you must be prepared to take advantage of every oppormn/ty to enhance your bottom line, including skillful management of your company's cash. By actively managing your cash, you can put funds to profitable use, without compromising your day-to-day financial operations. A successful Treasury Management program designed by Bank One can help you achieve this objective by providing a program to optimize your cash flow and save you money. At Bank One, we can help you maximize your available cash through a wide variety of services. With our help, cash will flow into your company faster, and more cash will stay in your company where you can put it to profitable and productive use. You'll have better, up-to-date information about your account balances and activity to make informed decisions concerning disbursements, investments and debt service. Whether you're managing the assets of an emerging business or an established firm, you need the strength and ingenuity of a resourceful banking partner who can make your company's cash work as hard as possible. BANK ONE Treas, urY ,Management Services Overview Information Services Account Analysis Bank One's Account Analysis program provides unlimited checking account transaction privileges at competitive prices. <COMPANY> will receive an attractive earnings credit, based on average collected funds and the Bank One earnings credit rate, that can offset the cost of maintaining the account, as well as other Treasury Management services. Electronic Account Analysis Electronic Account Analysis offers <COMPANY> the flexibility of receiving account analysis detail electronically eliminating the need for a paper statement. This ANSLxl2/EDI 822 file can be transmitted via mainframe, PC, third party vendor, or customer initiated dial-up. The once cumbersome task of identifying and reporting bank service fees and their associated charges has been made considerably easier thanks to TMA (Treasury Management Association) Service Codes and th/s service feature. Account Reconciliation Service Account Reconciliation Service (ARS) gives you the level of detailed information you need -- including checks issued, paid and voided, deposits and fraud control -- to efficiently manage and monitor disbursement accounts. ARS detailed account information is ava/lable on a monthly, weekly, or even a daily basis. Your Treasury Management Sales Representative, <REPRESENTATIVE>, will help you select the ARS services that best meet your needs. The One® ConnectionSt~ The One~ CormectionsM is a complete information reporting and treasury management service that can accommodate ali your reporting requirements, including ledger balances, collected balances, total debits and credits, transaction detail, lockbox deposit reporting and more. The One® ConnectionsM operates 24 hours a day and is easy to access through your PC. Bank One offers both internet and modem based PC access to accommodate our customer's unique needs. The One® ConnectionsM makes it easy for you to determine <POSS_CO~NAME> cash position early each morning so you can identify excess cash for investment and funding needs. BANK _ ONE Collection Services Automated Clearing House Collection Automated Clearing House (ACH) Collection offers fast and cost-efficient ways to convert your receivables into working cash by electronically transferring funds from your customers' accounts to your account at Bank One on specified dates. Cash Center/~ault Commercial Vault services are available to handle all your coin and currency processing needs. Cash Concentration With ACH Cash Concentration, you can concentrate funds from field locations or regional lockboxes into a centralized Bank One account for greater control and improved efficiency of your cash flow. Multi-Site Depository Services Multi-Site Depository Services offer retailers a convenient and safe means of depositing checks and cash after regular banking hours. Our banking center night deposit sites located throughout Texas provide the convenience you want with the security you need. Retail Lockbox Service Speed the conversion of remittances into cash with Bank One's Retail Lockbox Service. Using the most advanced processing technology, our Retail Lockbox Service helps you improve your funds availability and information flow by reducing your mail processing and check collection time. Wholesale Lockbox Service Wholesale Lockbox Service accelerates the collection of incoming remittances by establistfing a unique zip code for your customers to use when mailing payments. Bank One collects the payments at frequent, regular intervals from the post office and deposits the checks directly into your Bank One account. BANK ONE Disbursement Services Automated Stop Payment Service This service gives <COMPANY> a direct link to Bank One's demand deposit system so you can check to see if a check has been paid or initiate a stop payment. Automated Clearing House Disbursement Service ACH Disbursement Service reduces the amount of time you spend writing and processing checks and helps you maintain greater control of available funds until they are needed to cover your disbursements. Direct Deposit of Payroll Service Bank One's Direct Deposit of Payroll Service provides an efficient, electronic alternative to costly payroll check processing by eliminating paper checks. Controlled Disbursement This service eliminates the uncertainty of daily clearings by notifying you each morning of the total amount of checks to be paid on your account. You then can provide the funds to cover only checks to be paid, and use surplus cash for other purposes. One Sweep Investment With One Sweep Investment from Bank One, excess funds are automatically swept into a preselected investment. In the morning, these funds and interest earnings are available again for your use. BANK ONE Bank On.e's Treasury Management Commitment Bank One, NA is a leader in providing quality Treasury Management services. By focusing on the needs of business customers, we consistently deliver innovative solutions to serve the diverse and changing Treasury Management needs of companies like <COMPANY>. We do this through our commitment to providing quality Treasury Management products and services to your business. At Bank One, we will tailor a comprehensive Treasm7 Management program to help <COMPANY> meet its goals and objectives. Your Treasury Management Sales Representative, <REPRESENTATIVE>, will work with you to: · review and evaluate current and alternative systems and procedures · prepare a cost-benefit analysis based on <POSS_CO__NAME> unique characteristics · formulate specific recommendations to optimize your cash flow · assist with scheduling, implementation and control to turn recommendations into solutions. BANK ~ ONE About BANK ONE CORPORATION BANK ONE, headquartered in Chicago, is the nation's sixth-largest bank holding company, with assets of more than $275 billion. It offers a full range of financial services to commercial and business customers and consumers. It is the nation's third largest Visa/Mastercard issuer, the second-largest bank-owned finance company, the fifth-largest bank lender to small businesses, and one of the top 20 managers of mutual funds. A leader in the retail market, Bank One operates approximately 1,700 banking centers and a nationwide network of ATMs. In addition, it is a major commercial bank in the United Sates and in select international markets. Bank One has become the third largest Treasury Management bank in the U.S. The Corporation continues to expand its market share by offering a range of innovative, high-quality products to its diverse customer base. Bank One Corporation Banking Locations 'Ir -ir .ir 'ir BANK ONE Retail Banking Other U,S, Customer and Operations Facilities BANK~ONE Treasury Management Customer Service BANK ONE Texas Treasury Management Team, At Bank One, we believe customer service means more than just responding to your questions - it means anticipating them as well. That's why we assign <COMPANY> a team of Treasury Management professionals who understand your business and its Treasury Management needs. The following description of these professionals will help you understand how Bank One provides the best service possible for your company: Relationship Manager The Relationship Manager's primary responsibility is to keep abreast of your business and changes in your banking needs. Your Relationship Manager ensures all your banking needs are satisfied by coordinating the involvement of other bank personnel in areas such as trust, investments, leasing, employee banking, and more. Treasury Management Sales Representative Your Treasury Management Sales Representative will prepare your service agreements and implement your new Treasury Management services. In addition, your Treasury Management Sales Representative will maintain regular contact with you to ensure service performance is satisfactory and to introduce new products or enhancements as needed. Client Services Consultants Our consultants know that when you call Client Service, you want to talk to someone who can answer your questions and respond quickly to your account needs. To ensure you'll always have access to a well-trained, professional customer service representative, all Bank One Treasury Management consultants provide back-up assistance to one another. This ensures your Treasury Management issues always receive immediate attention. Client Services Consultants are available from 8:00 A.M. to 5:00 P.M. CT Monday through Friday. BANK ONE Bank One, NA Mana Services Team Treasury Management Officers Grace Castle Diann Kinson Phone: (817) 548-3066 Phone: (817) 548-3067 Treasury Management Sales and Consulting Expertise · Requests for Information and Proposals · Service Quality and Delivery · Analysis of Payables/Receivables · Provide and Execute Service Agreements Treasury Management Sales Associate Todd Hansard Phone: (817) 549-3069 Jenifer Tooley Phone: (817) 548-3071 Fax: (817) 548-3060 Account set-up and Coordination · Implement new services · Coordinate with Operation sites · Handle documentation and Susie Anguiano Rozella Harris Implementations Phone: (214) 290-5406 Phone: (214) 290-5519 Commercial Client Services (CCS) 1-888-434-3030 Inquiry and Support for Designated Operational Areas · Account and transaction inquiry and research .Account maintenance (adds, changes and deletes) · Funds availability and float, analysis adjustments and research · Transaction status inquiry - including ACI-I, External and Internal transfers, CDs and loans · Account Analysis inquiry/support Chapter 4 Reporting Decisions on Positive Pay Exceptions Reading the Positive Pay Exception Report Bank One's Positive Pay Service identifies the following situations as exceptions: ExcePtiOnS Description " Company Action "' P~i'~t-'No-Issue A check presented for pay~nent " 'Determine"[f th'e 'item ~h°uld have been included in without corresponding issue the issue file transmission or manual issue update to information on file at Bank One Bank One. If you have issued the item and it was notpaid previously, or you have not voided the issue, you should authorize the bank to pay the item. Bank One will add the issue information to the Account Reconciliation Processing (ARP) system, l_f you have not issued the item, authorize Bank One to return the item. Item has' Zero A check presen'~ed for payment Bait"One has researched 'this' item and cannot Serial Number with no serial number determine the serial number, or the item has no serial number. Research the item and instruct Bank One as i or to the appropriate course of action. A check with an unreadable MICK line serial number Dona; ~0~ni"' ' X"~Ja~k presented for payment Determine if the issue file information is in~;~re~i','" Mismatch with a dollar mount that differs or if the item is paying for a different mount than from thc amount listed for the item was authorized (the check dollar mount may have in your issue file been altered after the item was disbursed). Instruct Bank One to pay or remm the item accordingly. (Bank One will have akeady researched for an encoding error) Duplicate Paid A check presented for payment '~these checks ar~'iisted on your P'0'sitive Pay report, ~Kecord that matches the serial number of they cannot be disposed of without your an item already paid through this involvement. Determine if the item should be paid or account returned and instruct Bank One accordingly. Cancel on File A check presented for payment Determine i~'~he item sh'o~id be returned or paid and that corresponds to an item on the instruct Bank One accordingly. issue file that has been canceled or voided Bank One 23 Positive Pay Service User Guide Automated Coin and Orders Currency Place coin and currency orders conveniently over the phone, and Bank One automatically debits the payment to your DDA. Order up to $5,000 dally in coin and currency using our convenient voice response unit and without having to pay with cash or check. Sank One's Automated Coin and Currency Orders service lets you peace orders conveniently from a touch-tone telephone 24 hours a day, seven days a week, debiting your preselected Bank One Demand Deposit Account (DDA) automatically. When you place your order using the voice response unit, we issue you a transaction number and debit your DDA, providing an accurate record of your coin and currency transactions. Orders received before 1 p.m. local time are released the same day. For added security, you or your representative must present the transadion number upon order pickup, so we can validate that you're the party entitled to retrieve the order. You can arrange to have your automated coin and currency orders filled at the banking center(s) where you currently deliver your Business Deposit Express deposits and pick up your coin and curreny orders. ,, Place coin and currency orders from a touch-tone phone 24 hours a day · Pay securely with an automatic debit from your preselected Bank One DDA · Track coin and currency transadions · Receive transaction numberto ensure secure order pickup Your Financial Solutions Team delivers individual answers by providing ideas fo energize your business. For more information, call us, or visit us at w,.vw, bankone.com © 2003 Bonk One Co~poronon Global Treosu,'y Sew~ces 05/I4/03 Member FDIC Cash Vault Services Receive coin and currency orders and make cash deposits securely and efficiently. If you deposit $50,000 or more in cash each week and would tike localized reporting for atl your transactions, Bank One's Cash Vault Service can help. With it, you can conduct cash deposits and withdrawals safely and conveniently without leaving your business site. You can choose to schedule currency deliveries on a fixed schedule by day of the week or date, or place automated orders up to 14 days in advance using a touch-tone telephone 24 hours a day, seven days a week. For cash deposits, simply prepare your deposits and deliver them to our vault using your armored courier service. This can help you reduce the risk of theft, personal and legal costs of injury to your employees and Joss of company time spent transporting currency. Cash deposits made prior to the published, local deadline are posted on a same-day basis. Deposits are verified within 48 hours, and you're notified of any discrepancies and adjustments via U.S. mail, phone, fax or our information reporting services. From the point of delivew, ourVault Management System individually tracks each deposit from verification to posting. You can access deposit information, such c~s change orders and adjustments, through our wide range of information reporting services for fast, reliable verification of alt your recent deposits. · Deposit cash and coins securely · R. equest currency deliveries on a fixed schedule or around the clock using our automated system · Receive same-day provisional credit · Track cash and coin deposits from verification to posting with our wide range o~¢ reporting options Your Financial Sobtions Team delivers individual answers by providing ideas energize your business. For more reformation, call us, or ws~t us at www. bankone.com © 2003 Bank One Cc~rparotion Global l'reasur¥ Services O5/'~ 4/O3 Member FDIC One Sweep Investment Maximize earnings on idle account balances and automate surplus-fund investment and account administration. One Sweep Investment offers a convenient way to earn income on idle cash in your Bank One operating account. Excess funds are automatically swept into a pre-selected investment, and the next business day, the funds are available for your use. You will receive a monthly One Sweep Investment adiwty statement, plus, you can choose to receive a comprehensive daily sweep recap available through information Reporting. We will help you set a daily target balance for your operating account, and will work closely with you to review the target, and make adjustments as your needs change. At the end of the business day, any cotlected funds in excess of the target balance, less any holds, are automatically swept into the investment of your choice. At the start of the next business day, your invested funds are available to your operating account. We offer several investments that meet various risk tolerances and yield expectations. You are free to adjust your investment selection at any time. Our diverse set of investment options includes: Overnight Offshore Deposits, Overnight Repurchase Agreements (Repos} and One Group® Mutual Funds. Your Financial Solutions Team delivers individual answers by providing ideas energize your business. For more informahon, call us, or visit us at www. bankone.com © 2003 Bank One Corporation GiobalTreasuryServzces05/14/03 · Sweep excess cash automatically into your choice of an overnight investment option Save time by automating investment management and administrative tasks · Make use of idle operating account balances with our close- of-business investment cutoff m View sweep adivitiy and earnings on a monthly statement, plus, you can choose to receive an online ® daily recap w~th One Sweep Special Report One Group Disclosure: One Group mutual funds are distributed by One Group Dealer Services, Inc., 1111 Polaris Parkway, Suite 2- G/J/L, Columbus, OH 43271-1235, wbch ts affiliated w~th Bank One Corporation. Affiliates of Bank One Corporation receive fees for providing various sercices to the funds. Shares of One Group money market funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporatfon (FDIC), Although the funds stnve to mmnta~n the value of your investment at $].00 per share, it is poss~ble to lose money by ~nvesting in the funds. Investments in the funds involve investment nsk including the poss~ble loss of pnnc~pal Call One Group Dealer Services at 1.800-480-411 I for a prospeCtus contmmng complete reformation about charges and expenses Read carefully before investing. Member FDIC One Sweep® Investment Whether you need a Iow-risk investment or a higher return, One Sweep Investment provides some of the most competitive investment options available. Overnight Offshore Deposits Overnight Offshore Deposits are U.S. dollar denominated time deposits that provide you with daily interest earnings on an overnight time deposit. They are free of FDIC fees and reserve requirements because they are not insured by the FDIC or any other U.S. government agency. Offshore Deposits are issued by the foreign branch of Bank One, N.A., and are bc~cked by the full faith and credit of Bank One, N.A. (The minimum investment required is $100,000.) Repurchase Agreements Repurchase Agreements (Repos)are liquid, overnight investments secured by U.S. Treasury, government or agency securities that are sag regated and allocated to your company, free of any other liens or encumbrances. Your interest earnings are paid daily and you will receive a daily confirmation of collateral. IMPORTANT CUSTOMER NOTIFICATION Investment Products' · Are not deposJts or obligations of, or guaranteed by Bank One Corporation or any of its affiliates · Are subject to investment nsks, including possible loss of the pnnclpal amount invested · Are not insured by the FDIC One Group® Money Market Mutual Funds One Group Money Market Funds are designed to meet a variety of investment objectives. Each fund is managed by Banc One Investment Advisors Corporation, and is offered through One Group®Mutual Funds. (Class S Share funds require an average monthly investment balance of $1 million.) Class A Shares · One Group® Prime Money Market Mutual Fund · One Group U.S. Treasury Securities Money Market Mutual Fund One Group U.S. Government Securities Money Market Mutual Fund · One Group Municipal Money Market Mutual Fund ® Class S Shares One Group ® Fund Institutional Prime Money Market Mutual · One Group Government Money Market Mutual Fund ® · One Group Treasury Only Money Market Mutual Fund ® One Group DJsclosure: One Group mutual funds are dismbuted by One Group Dealer Services, Inc , 1111 Polarrs Path. roy, Suite 2~G/J/L, Columbus, OH 43271,123,5, which is affiliated with Bank One Corporation. Affihates of Bank One Corporation receive fees for providing various services to the funds. Shares of One Group money market funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or ~ts affiliates, nor are they federally insured by the Federal Deposrt Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $] 00 per share, it is possible to lose money by investing in the funds Investments in the funds involve investment risk, including the possible loss of principal. Celt One Group Dealer Services at 1-800-480-4111 far a prospectus containing complete information about charges and expenses. Read carefully before investing. Note: This material must be preceded or accompanied By o prospectus Read the prospectus carefully before investing. For more information, call us, or ws~t us at www. bankone.com © 2003 Bank One Corporation Global Treasuw Services 05/I 4~03 Member FDIC The One Net Information Reporting Manage your global and domestic accounts more efficiently, create targeted reports and export account data online. To make informed investment and borrowing decisions, as well as properly manage your cash flow, you need accurate, updated information on your accounts worldwide. The One Net Information Reporting helps you and your staff monitor, search and download detailed, up-to-date account information. It also allows you to track your bank balance position, identify incoming payments, create balance history and statement reports and monitor previous- and current-day activity. Log onto The One Net Information Reporting via your Internet connection to query critical account information, create a range of reports and export data in several ways -- all with just a few mouse clicks. You can create reports featuring detailed account and transaction activity for a range of dates. When you need to analyze in-depth historical information, The One Net Information Reporting lets you access 45 calendar days of balance and transadion history and 90 calendar days of check history. The system allows you to download data to Microsoft® Excel® spreadsheets for exporting to your accounting system. The One Net Information Reporting aggregates account information from banks worldwide. Navigation is so intuitive that it's easy to display information in the way that best meets your needs. · Create statements and balance history reports and search a variety of fields to manage your liquidity more efficiently · Drill down to deta,led account and transaction levels to determine your financial position · Retrieve45 calendardays of balance and transaction history as well as 90 calendar days of check histoq~ = Download bank data to Microsoft Excel 2000/XP or export data using formats common to your accounting system · Aggregate account information from banks around the world M~crosoft® Excel~ ,s a registered trademark of M~crosofl Corporation ~n the Umled States and/or other countnes, Your Financial Solutions Team delivers individual answers by providing ideas fo energize your business. For more ~nformation, call us, or visit us at www bankone,com © 2003 Bank One Corporal,on GJobQITrec~suntSer~ces05/14/03 Member FDIC The One Net Information Reporting Reporting and Query Options Once you access The One Net information Reporting via your Intemet connection, you can build, view and print reports directly from the screen. The system allows you to add custom headings to individualize reports. For example, you can use statement and balance history reports to display your account balance trends. Select from a wide range of filter options to locate and organize account data by transadion type such as wire transfer, lockbox, Automated Clearing House (ACH) and paid checks. Account Management You receive quick access to current- and previous-day account information, with the ability to drill down to view previous-day account summaries by tra nsaction types as wail as credit and debit details. To check the status of an account or reconcile its balance, you can explore each account to check transaction types (]nd see which transadions have posted. Online History Availability You can view a wide range of reports when you need quick access to historical account data. You can also retrieve baIance and transaction history for the last 45 calendar days, or 90 calendar days of check history. Data Export Options The One Net Information Reporting accommodates your need to capture account information in your own software and accounting systems. Ali important balance and summary information about your accounts is available for decision making for loading into your accounting software. You can export data by creating BAI2 comma-separated or tab-separated files, or you can download report data directly into Microsoft Excel 2000/XP Global Account Aggregation With The One Net Information Reporting, you can collect and compare your current- and prior-day account information quickly and efficiently online. The system supports global account aggregation, whether you maintain Bank One accounts in the United States, an international branch of Bank One, U.S. dollar clearing accounts at Bank One International Corporation in New York or an account with another bank in the Americas, Asia or Europe. Securi~/and Control The One Net Information Reporting's advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data is protected with 128-bit encryption --the industry standard for secure online transactions. Internet Based Our Internet-based solution eliminates the need to download and maintain software, while increasing the availability of, and access to, our service. This helps you reduce costs while providing you with around-the-clock access to the information you need. We aba offer a fuji range of Internet services such as wire, ACH and check services through The One Net®. For more information, call us, or visit us at www. bankone.com © 2003 Bank One Corporation G[obalTfeasurtServ~ces05/14/03 Member FDiC The One Net Account Transfer Move funds between your Bank One, NA accounts and access real-time and historical transfer information, anywhere, anytime, via the Internet. If you need an efficient, convenient way to move funds between your Bank One accounts throughout the day, The One Net Account Transfer offers an ideal solution. Using a secure, online process, The One Net Account Transfer allows you and your staff to transfer funds on a real-time basis between same-state accounts, build and reuse transfer templates, and access current-day a nd historical transactions. Simply access The One Net Account Transfer through the l nternet, enter your same-state Bank One accounts, enter the transfer amount and then submit. The One Net Account Transfer offers other conveniences. Its Quick Entry feature allows you to create, save and reuse templates, expediting future transfers and improving accuracy. The One Net Account Transfer prevents errors by outomatically checking for duplicate transfers within the same session. It also allows transfers to be executed until 6:30 p.m. (CT), providing you with a late-day cutoff and same-day settlement. Transfers can be entered 24 hours a day, seven days a week, but those made on a banking business day after the cutoffwill be executed the following business day. When you need historical information, you can review transactions online that date back 90 days. The One Net Account Transfer's advanced securi~/features help prevent unauthorized access and safeguard your data against theft or manipulatJon. Your data is protected with 128-bit encryption --the industry standard for secure online transactions. Transferfunds between same-state Bank One accounts in real time · Create and save templates for recurring transfers · Take advantage of same-day, real- time credit and debit entries, including updated teller-line balances i Access transaction history for up to 90 days · Avoid transfer duplications Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at w,aw bankone.com © 2003 Bank One Corporahon Globat Treasury Servzces 05/14/03 Member FDIC The One Net Check Services Simplify daily disbursement activities by executing and monitoring your check transactions anytime via the lnternet. The One Net Check Services lets you search for paid checks, place stop payments, view check images, submit check issues and disposition your positive pay exceptions over the Internet. The One Net Check Services is an easy-to-use, single sotution for managing disbursement activities, minimizing risk and streamlining account reconciliation processes. Check Services can help you save time, reduce costs and improve customer service. With The One Net Check Services, financial managers across your organization can initiate and complete requisite activities throughout the day from any location with Internet access. You can use Check Services to simplify paid check research with check status and history. Additionally, The One Net Check Services helps minimize your exposure to check fraud by making positive pay decisions. You also can streamline account reconciliation by manually adding or [m porting check issue information to your Account Reconciliation Processing (ARP) fib at Bank One, NA. In addition, your data is secured with 128-bt encryption --the industry standard for secure online transactions. · Simplify paid check research with check status and history · View images of exception items from anywhere in your organization · PIacerequestsforstop-payments and photocopies · Minimize exposureto check fraud by making positive pay decisions · Streamline account reconciliation by manually adding or importing check issue information to your ARP file at Bank One Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us et www. bankone cam ct 2003 Bank One Corporation Global T~easun/Saw, cas O5/14/03 Member FDiC The One Net Check Services Image Access Whether you're in a hurry to access a single check or a range of checks, you can view paid check images in seconds with The One Net Check Service's Check Image module. You can search for checks by account number, paid date, check number, check amount or sequence number. Additionally, you can choose to view the front and back of check images, instantly magnifying images to examine important data. Check images are available online for 90 days. Check Inquiry, Stop Payment and Photocopy Capabilities You no longer need to navigate multiple system applications, sort through reams of paper or manually place stop payment and photocopy requests. You can quickly inquire on the payment status of a check, place and remove stop payment requests and view activity and history reports relating to your requests. You have access to 90 days of check history, with the option to extend it to 180 - 360 days. Positive Pay Minimize exposure to check fraud by making your daily positive pay decisions online. We compare your check issue information to your check paid information and alert you to any exceptions via The One Net Check Services Positive Pay module. You retain complete control over each exception item, and are able to quickly view the check image to verify your pay or return decision. Account Reconciliation The One Net Check Services offers an import function that makes adding check issues for your account reconciliation data file quick and simple. You can choose to import your check issue files in a fixed width, delimited and XML format, or enter your issues manually. You can use this service to enter checks throughout the day from any location -- further helping you take advantage of Bank One's positive pay and reconciliation services. Securi~/ Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Your data is protected with 128-bit encryption -- the industry standard for secure online transactions. lnfernet Based Our [nternef-based solution eliminates the need to download and maintain software, while increasing the availability of our service. This helps you reduce costs while providing around-the-clock access to the functionality and information you need. For more information, call us, or ws~t us at www. bankone.com (.'.'.'D 2003 Bonk One CO rpo ration Giob~iTreosuryServ~ces05/14/03 Member FDIC The One Net Wires Initiate real-time U.S. dollar and cross currency wire transfers and move funds between accounts over the Internet. If you need a solution that aIlows you to send and transfer funds in real time, The One Net Wires offers an intuitive, efficient means for you and your staff to create and send U.S. dolIor and cross-currency wires, on-site drafts and remote drafts throughout the world. You receive same~day settlement for U.S. dollar payments. Cross-currency payments made during normal business hours are processed and dispatched in minutes -- resulting in settlement in as little as two days. The One Net Wires offers an idea[ solution for seffiing your urgent and sensitive payable requirements efficiently while managing wire transfer access within your office. Using your lnternet connection, log onto The One Net Wires to access a formatted payment template from your tempbte [ibran/or build a new one. Before funds are transferred, The One Net Wires requires from one to three approvals, allowing you to define the appropriate securih/level, users' roles and functions. Once the transaction is approved, the system confirms payment details such as Fedwire and S.W.I.ET. reference numbers. With The One Net Wires, you can customize the icons so that the system takes you directly to the payment screens and reports that you want. In addition, you can view reports about the transaction's status, routing and text information, and historical data on outbound payments. To safeguard your data against theft or manipulation, The One Net Wires protects your data with t 28-bit encryption -- the industry standard for secure online transactions. The system also requires a company ID, user ID, password, our SecurlD® and o token number for access. · Initiate U.S. dollar and cross currency wire transfers to almost any location around the world and transfer funds between your Bank One accounts Monitor payment progress through regular status updates [] Build individual payment templates for immediate use and access customized screens to simplify payment entry · View and export historical data on outbound payments and design "favorite" reports · Create icons for one-step access to payment screens and reports of your choice · Manage users' roles and functions Your Financial Solutions Team delivers individual answers by providing ideas to energize your business, For more ~nformat~on, coil us, or wsit us at s~vw. bonkone.com © 2003 Ban~ One Corporation Global Tre~sur,/Services 05/! 4/03 Member FDIC The One Net Wires I~epetitive Payment Templates If you spend too much time making payments to the same beneficiaries, streamline your day and improve accuracy by creating or accessing a formaffed template from your online template library. You can either build a template using the available online tools or locate a previously sent transfer to use as an ad hoc template. Customized Screens The One Net Wires simplifies payment entry by tailoring screens to match your intended payment types. For example, if you want to send a cross-currency payment, you can enter the transfer on a screen that displays applicable conversion rates. Additional screens help guide you through the specific rules for sending drafts, transferring funds between your own accounts or even making domestic U.S. dollar payments. Historical Information Reporting Whether you need to view a report to see the status of current transactions or access a historical record of outbound payments, you can choose from a variety of standard reports or create customized reports to enhance your workflow controls. You also have the ability to view full payment information with payment records and the name of each employee who worked on the transaction. This functionalit~ is invaluable for payment reconcilement and other auditing needs. Value-added Functionality With The One Net Wires, you can create and customize icons to take you directly to these payment screens and reports that you want. To build your payments more easily, you can also access convenient Fedwire and S.W.I.ET. tables to locate the appropriate routing codes. This helps enhance straightwthrough processing fo result in minimized costs and errors. User Entitlement Capabilities Before funds can be transferred, The One Net Wires requires from one to three approvals. You can define the appropriate approvals and roles and functions for your users. We can work with you to structure the entitlement options for optimal securit~ and efficiency. Security To safeguard your data against theft or manipulation, The One Net Wires protects your data with 128-bit encryption -- the highest level generally available. The system also requires a Iogin process that identifies each user and is completed with a SecurID® key~ob. For more reformation, call us, or visit us at www. bankone.com © 2003 Bank One Corporohon GloboJ Treasury Serv~ce~ 05/14/03 Member FDIC ACH Services Maximize collection efficiency to reduce processing costs and improve cash flow forecasting accuracy. In today's business environment, effective cash management is a key determinant of a corporation's success. When it comes to payments and collections, automated electronic funds transfer maximizes collection speed and lowers processing costs. You'll gain greater control over payments and receivables, and reduce mail delays, processing time and exception items -- resulting in accelerated cash inflow and improved cash forecasting. With Bank One's ACH Services, you can securety process a variety of transactions for direct deposit, direct payment and Business-to-Business payment applications. Our customer service, implementation and operational personnel are dedicated to providing superior service and processing quality. We'll work with you to determine which of our Automated Clearing House (ACH) products fit your needs, whether you prefer to process ACH items over the Internet, or via a PC, mainframe, a third-party sender or touch-tone phone. Additionally, Bank One offers a variety of information reporting tools to provide you with up-to-date transaction details that can be imported into your bacboffice systems to make your reconciliation process easier a nd more accurate. Bank One is c: nationally recognized leader in ACH technology (]nd development-- being first in debit origination and second overall for origination volumes. Our leadership role with The National Automated Clearing House Association (NACHA) helps us integrate your unique requirements with the payments industry's changing strategies. · Reduce banking and processing costs while initiating a variety of ACH transactions eledronically · Control payment timing to improve cash forecasting ,, Accelerate cash inflow by reducing processing delays · Reduce reconciliation costsand exception items · initiate a variety of ACH payment appIications electronically Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more mformot~on, call us, or v~sit us at www bankone.com © 2003 Bcmk Or~e Corporation GlobaI Treasuq~ Sew~ces 05/14/03 Member FDIC ACH Services ACH Transactions Whether you need to initiate ACH transactions for collections, disbursements or funds concentration, our ACH Services offer you a high level of functionality and convenience. Direct Deposit Direct Deposit is the automatic deposit of money to consumer checking and savings accounts. The most common form of direct deposit is payroll. Other dired deposit applications include pensions and annuities, dividends, royalties, and travel and entertainment reimbursement. Direct Payment Direct Payment is the automatic deduction of money from consumer checking and savings accounts. You can allow consumers to preauthonze electronic debits to their accounts on a mutually selected date. It is most efficient for recurring payments. Applications for direct payments include insurance premiums, utilities, membership fees, subscriptions and charitable contributions. Business-to-Business Payments Business-fo-Business Payments automatically deposit or deduct money from one business or corporate account to another. They are used primarily to transmit detailed accounting and remittance information between corporate trading partners. There are several applications for these b/pes of payments, including state and federal tax payments, cash concentration, internal fra ns~ers, corporate trade payments and child support payments. For more mJormahon, coil us, or visi~ us at wvc, v. bankone.com © 2003 Bank One Corporatzon Global Treasury Se,~ces 05/I 4/03 Member FDIC The One Net ACH Manage your ACH transactions more efficiently by originating transactions and retrieving information over the Internet. The One Net ACH provides you with a convenient, online solution for initiating a variety of Automated Clearing House (ACH) transactions relating to collections, disbursements and funds concentration. Sove time and money originating and managing ACH transactions by accessing transaction information, creating formatted templates and importing transaction data from your back-office accounting systems. Simply log onto The One Net ACH's secure system through your Internet connection to access your library of formatted templates; depending on your needs, this may include templates of payroll, cash concentration or tax payments. Execute the transaction by building a tempJate or accessing one from your library. You can initiate debits and credits Jn numerous format types, including PPD, CCD and CCD+. Populate your tempbtes by importing data from your bacboffice systems and complete the transaction with a quick mouse click. Transactions are processed until 8:30 p.m. (CT). · Initiate secureACH transactions for collections, disbursements and funds concentration · Access multiple transaction formats and a variety of forma~ed templates · Transfer information from back- office systems using the data import function · ManageACH data and related transactions with ease In addition, The One Net ACH features advcmced security to safeguard your data from theft or manipulation. Access requires a company ID, user ID, password and SecurlD®. The system also protects your data with 128- bit encryption -- the industry standard for secure online transactions. Your Financial Solutions Team delivers individual answers by providing ideas energize your business. For more information, coil us, or ws~t us at www. bankone.com © 2003 Bonk One CorporaJ~on GlobolTreosuwSew~ces05/I4/03 Member FDIC The One Net ACH ACH Transactions Whether you need to initiate ACH transactions for collections, disbursements or funds concentration, The One Net ACH offers you a high level of functionality, convenience and online security. Multiple Transaction Types The One Net ACH is ideal for creating, storing and sending files on a variety of ACH transaction instructions. You can originate ACH debits and credits in formats such as PPD, CCD, CCD+ and prenotifications. In addition, you can generate EFTPS, state tax and child support payments conveniently. Repetitive Transaction Templates No matter which type of transactions you originate -- payroll, cash concentration ortax payments -- you can create a database of common transaction types and a library of formatted payment ~/pes. When you need to execute a new transaction, The One Net ACH supplies the appropriate template and fields for the ira nsaction h~pe, making your job easier. Data Import Flexibility The One Net ACH allows you to import data from your back-office systems into a variety of preferred formats, including National Automated Clearinghouse Association (NACHA), delimited and fixed-width formats. Security Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data is proteded with 128- bit encryption -- the industry standard for secure online transadions. lnternet Based Our Internet-based solution eliminates the need to download and maintain software and increases the availability of our service. This saves you time, eliminates costs and provides you with around-the<lock access to the functionality you need. For more information, call us, or visit us at www, bankone cam © 2003 Bank One Corporation Globo[Tmosur,IServ~cesO$/14/03 Member FDIC Account Reconciliation Services Receive a flexible, comprehensive reconciliation and reporting solution that conforms to your audit, system and security requirements. Our Account Reconciliation Processing (ARP) Services offer disbursement and depository information ranging from a simple list of paid checks to multiple reports of issued checks and postings to check imaging. You can customize reports, receiving hard copy or electronic formats, daily, monthly, weekly, by accounting period or on specified days. Full Reconciliation - Submit your check numbers, issue dates and amounts anytime throughout the month, and we'll identify exceptions and create detailed reports of paid and outstanding items, miscellaneous credits and debits and stop payments. Range Reconciliation - Provide a range of check serial numbers before the end of the account cycle, and we'll create detailed reports of paid and outstanding checks for the serial number range you indicate. Partial Reconciliation - Once all account actiwh/is captured, we'll provide you with a report of paid checks that you reconcile with the account. Positive Pay - Provide your daily issue items, and we'll match them with presentments and reporting exception items. You can then authorize the pay/no-pay decisions. Deposit Reconciliation - You'll receive a list of ali deposits, identified by store/location number and miscellaneous debit/credit adjustments. Regardless of the ARP service you choose, we'll work within your security standards, audit requirements and system constraints to provide a flexible solution that meets your needs while reducing your exposure to check fraud. · Receive prompt, reliable and custom reconciliation reporting · Determine when you receive detailed reports of issued and posted items · Choose from hard copy or electronic reports, depending on your system requirements · Reduce exposure to check fraud with our Positive Fay service · Receive FuI[, Partial, Range or Deposit Reconciliation sewices · Access a flexible solution that meets your audit, securit~ and system requirements to minimize fraud risk Your Financia{ Solutions Team deiivers individual answers by providing ideas to energize your business. For more ~nformat~on, call us, or v~sit us at www. bankone.com © 2003 Bank One Co~poranon GloboI Treasury Serwces 09/I4/03 Member FDIC Positive Pay Reduce your risk of check fraud by receiving account reconciliation and management reports for paid, outstanding and exception items. Our Positive Pay account reconciliation service is a convenient, effective solution to help you reduce exposure to check fraud and reduce processing costs. You'll choose from our many Positive Pay reconciliation services and decide which one best fit your needs. Simply submit a check issue file to us via direct transmission or over the Internet. We'tl then match your issue file against presented checks and provide an exception item report so that you can review discrepancies and expedite payment decisions. You control whether an item is paid or returned. If we do not receive a decision within a specified time, we'll return the presented item unpaid. In addition, you can use The One Net Check ServicessM, our Internet solution, to simplify your daily disbursement activities. You can use it to view detailed check images, search for paid checks, place stop payments and perform quick disposition on exception items. An integral feature of our Positive Pay service is Teller Line Positive Pay, which allows a Bank One telIer to immediately query your presented checks. The teller accesses the daily issue file and enters presented check information into the system. Check items are q uickty matched against the issue file, allowing the teller to make an immediate decision on whether to pay or not pay an item. · Reduce exposure to check fraud Maintain control over check payments and returns · Make timely pay/no-pay decisions · Savetime and increase efficiency with optional Internet access to exception items and images · Receive check fraud protection at the teller window Your Financial Solutions Team delivers individual answers by providing ideas fo energize your business. For more mformat~on, call us, or v~sit us at v, ww bonkone.com © 2003 Bank One Corporation Global Treasury Services 05/I 4/03 Member FDIC ACH Debit Authorization Prevent unauthorized transactions and control debits authorized by your trading partners. Guard your accounts against unauthorized Automated Clearing House (ACH) transactions using Bank One's ACH Debit Authorization. With it, you can specify which companies are authorized to post ACH debit transactions to your account, blocking those that are not authorized. You can also set dotlardimit ceiJings or block ali ACH debits from posting. ACH Debit Authorization can help you minimize the risk and potential cost of accepting unauthorized debit transactions. By establishing screening criteria, including company ID and/or maximum dollar amount, you make sure ont¥ those items that match your criteria post to your account. When an originating company attempts to post ACH debits, the system immediately compares the incoming company ID with your Iisting of authorized company IDs. This incoming ID must match exactly-- and if you decide, comply within dollar limits- to post successfully. If your parameters are not met, the system automatically returns the item without posting the debit to your account. Additionally, if you put the system's "block all" capability to work, you prevent ali ACH debits from posting to your account. You can remove an authorized originator at any time, according to your instructions. Additions to the authorized list can be made whenever you deem necessary. · Control who can postACH debits to your accounts Set dollar limits for authorized orig inators · Block all ACH debits from posting to your accounts · Access reports of returned transactions Your Financial Solutions Team delivers ~ndiwdual answers by providing ideas fo energize your business. For more information, call us, or visit us at www. bankone.com © 2003 Bank One Corporation Globe{ Treasury Ser,,~ces 05/14/03 Member FDIC Controlled Port Arthur, Disbursement Texas Receive precise, timely account totals to predict your cash requirements and gain control of idle balances. Bank One's Controlled Disbursement service helps you effectively manage the disbursement process to gain control over idle balances, eliminate overdrafts and automate funding transfers. Precise and timely check presentment information allows you to make the best investment or borrowing decisions based on your cash position. By 1 t a.m. ET, Bank One will inform you of the total amount of checks and Automated Clearing House (ACH) items clearing your account that day. With this early information, you can accurately calculate your cash position to fund your concentration account for the exact amount reported, make investments when market rates are generally more favorable or pay down short-term borrowings. Bank One's Automated Funding service will transfer the funds from your concentration account to your disbursement account. If the check a mount reported is different than the check amount posted to your account, our Guaranteed Funding feature will offset the amount in your disbursement account and report it as part of your next day's funding requirement. When you need to originate same-day electronic transfers (such as wire and account transfers) from your disbursement account, our Late Funding feature can automatically fund those transactions for you. Controlbd Disbursement offers account totals, high order prefix (HOP) and check detail information reporting. You can easily access your Controlled Disbursement report via our tnternet-based product, The One Net Information ReportingSM; our Microsoft®Windows®- based systems or touchtone telephone. · Control idle balances, eliminate overdrafts and calculate your cash position · Receive same-day notification of daily disbursement totals by 11 a.m. ET · Access information reporting via Internet, PC or phone · Transfer funds automatically between your concentration a nd disbursement accounts · Relyon ourGuaranteed Funding feature to cover differences between reported check totals and (]dual posted totals · InitiateACH, wire and account transfers from your disbursement account, which we will fund for you automaticatI¥ Your Financial Solutions Team deilvers individual answers by providing ideas to energize your bus,ness. For more m~ormotion, calI us, or v~sit us at www. bankone.com ©2(30$BankOneCorporat~on GIobalT~easurySe~v~cesO~/I4/03 M~croso/t® is a registered trademark of Microsoft Corporation m the United Slates and/or other countries. W~ndows® is a registered trademark of Microsoft Corporation tn the Un,ted States and/or other countries Member FDIC Controlled Disbursement Circleville, Ohio Receive precise, timely account totals to predict your cash requirements and gain control of idle balances. Bank One's Controlled Disbursement service helps you effectively manage the disbursement process to gain control over idle balances, eliminate overdrafts and automate funding transfers. Precise and timely check presentment information allows you to make the best investment or borrowing decisions based on your cash position. By 8:30 a.m. ET, you will receive first presentment reporting, which on average amounts to 85 percent of the day's check presentments and Automated Clearing House (ACH) transactions. This provides an early estimate of your cash position. By 10 a.m. ET, Bank One will inform you of the total amount of checks and items clearing your account that day. With this early information, you can accurately calculate your cash position to fund your concentration account for the exact amount reported, make investments when mc~rket rates are generally more favorable or pay down short-term borrowings. Bank One's Automated Funding service will transfer the funds from your concentration account to your disbursement account. If the check amount reported is different than the check amount posted to your account, our Guaranteed Funding feature will offset the amount in your disbursement account and report it as part of your next day's funding requirement. When you need to originate same-day electronic transfers (such as wire and account transfers) from your disbursement account, our Late Funding feature can automatica[Iy fund those transactions for you. Controlled Disbursement offers account totals, high order prefix (HOP) and check detail information reporting. You can easily access your Controlled Disbursement report via our lnternet-based product, The One Net Information ReportingSM; our Microsoft®Windows®- based systems or touchtone telephone. Your Financial Solutions Team delivers individual answers by prowding ideas fo energize your business. For more mformat~on, call us, or ws~t us at wvw bankone cam ,, Benefit from our commitment to timeliness and accuracy · Controlidle balances, eliminate overdrafts and calculate your cash position ~ Receive same-day notification of daily disbursement totals by 8:30 a.m. ET and 10 a.m. ET Access information reporting via Intemet, PC or phone · Transfer funds automatically between your concentration and disbursement accounts · Rely on our Guaranteed Funding feature to cover differences between reported check totals and actual posted totals ,~ InitiateACH, wire and account trcmsfers from your disbursement account, which we will fund for you automatically Microso~® ~s a registered trademark of M~crosoft Corporation m the Un,ted States and/or other countries. Windows~ ~s a registered trademark of M~crosoft Corporation in the Umted States and/or other countries. © 2003 Bank One Co~omt~on Global Treasur,/Serv,ces 05/I4/03 Member FDIC PayStream® Automate your electronic and paper payments to streamline your payments processing, increase security, minimize costs and reduce errors. Integrate payment activity into a single, automated account payables system to determine your cash position. Bank One's PayStream automates your entire payment process by consolidating your ACH, wire and check payments into a single eledronic format that integ rates with your payables environment. Simply send a file to us indicating how, when and to whom we should make payment. We handle the rest, so that you reduce the costs of errors associated with in-house processing. Transmit payment instructions to us over phone lines, the Internet, or through a Value Added Network (VAN). There is no limit to the number of payments you can include in a file. Send them up to 60 days prior to the payment due date for ACH and checks, or up to 30 days before the effective date for Fedwire transfers. To ensure the safety and integrity of your payments, we require that you authenticate and encwpt your fibs. Once we receive your payment file, we'll send you a confirmation, validate ail payment dates, check for duplicates, send you payment totals, batch total balances and then store your files. We'll then create ACH, wire or check transfers and send them to the payees or their banks along with remittance information in a format matching their capabilities. This automatic translation and consolidation of multiple-resource data saves you time, reduces your resource costs and helps you eliminate processing errors. Access to file status and error reports, payment inquiries, and payee profibs are available through your PC or the Internet. If you need to originate both electromc and paper payments, you can use our optional Check Outsourcing service, a comprehensive payables service that uses PayStream to originate payments. · Automate check, ACH and wire payment activity into a single accounts payable solution · Secure your files with encryption and authentication · Advise payees of remittance delivery via fax, e-mail, paper, PC, VAN or the Internet · Reduce risk of errors caused by manual data entry · Access payment file status, file detail and payee profiles through your PC orthe Internet Your Financial Solutions Team detivers individual answers by providing ideas to energize your business. For more information, call us, or wsit us at www bankone com © 2003 8onk One Corporation Global rreasuet Serv~ces 05/14/03 Member FDIC Regional Wholesale Lockbox Process high-value, regionally concentrated remittances to reduce collection and reconciliation costs and accelerate funds availability. If you collect high-value payments within a concentrated region of the United States and generate annual revenue of less than $300 million, our Regional Wholesale Lockbox service can help you speed the colledion and posting of payments, white minimizing the time and expense required to collect, clear and reconcile your company's receivables. Simply direct your remittances to one of our strategically located processing sites in the East, West, North, South, Southeast, and Midwest regions to minimize internal fraud exposure and reduce the time and resources required to deposit your rem[frances. To minimize mail float and accelerate funds availability, your lockbox site gathers mail diredly from the post office multiple times a day, and on the same day, deposits the checks into your DDA. Our high-speed processing equipment scans items to capture payment information end transmits it directly into your accounts receivables system. You receive a complete audit trail for each item that passes through the lockbox. You can elect to receive deposit reports on a next-day or intraday basis, receivables information and float availability via the Internet, PC, e-mail, fax or touch-tone phone. Additionally, you may choose to view document images and reports through our optional Lockbox Online Imaging Service. If an emergency occurs, redundant systems are available throughout our processing locations to ensure continuous service. Reduce mail floatto minimize payment delays and accelerate funds availability · Capture remittance detail in a single information stream for simplified adivity monitoring ,, Update internal accounts receivable systems quickly and with reduced costs · Minimize exposure to fraud risk · Concentrate cash into a single DDA account and take advantage of short-term investment opportunities · Receive detailed deposit and remittance information via e-mail, fax, PC or the Intemet to easily monitor and track cash flow Your Financial Solutions Team deiivers individual answers by providing ideas to energize your business. For more mformal~on, call us, or vJstt us at www bonkone,com © 2003 Bank One Corporatzon Global Treasur,/Services 09/15/03 Member FDIC Regional Retail Lockbox Process consumer-based remilfances, while reducing collection and reconciliation costs and accelerating funds availability. If you collect consumer payments within a specific region of the United States, our Regional Retail Lockbox service can help you speed the collection and posting of payments, while minimizing the time and expense required to collect, clear and reconcile your company's receivables. By sending remittances directly to one of our strategically located processing sites ~n the East, West, North, South, Southeast and Midwest regions, you minimize exposure to internal fraud and reduce the time and resources required to deposit and process your remittances in- house. To reduce mail float and accelerate funds availability, we collect mail directly from the post office multiple times a day. On the same day, we deposit, on your behalf, those checks received prior to the latest applicable mail pick-up. Our high-speed processing equipment automatically scans Optical Character Recogmtion (OCR)-scannabte remittances and checks to capture payment information per your specifications, such as payer account number, invoice number, amount due and due date. We can forward them to you daily via e-mail or fax, or, to help you update your internal systems more quickly, deliver them through your PC or the Internet. You receive a complete audit trail for each item that passes through the lockbox. You can elect to receive deposit reports, receivables information and float availability on a next- day or intra-day basis. You may also choose to view check and remittance images and reports through our optional Lockbox Online Imaging Service. To protect your data, redundant systems are available at our sites. · Reduce maiIfloatand process consumer-based remittances quickly · Accelerate funds availability m Lower costs associated with in- house colledions processing · Minimize the risk of internal fraud · Update internal systems using daily captured OCR data, such as customer account and invoice numbers, payment amount and due date m Receive detailed deposit and remittance information via e-mail, phone, fax, PC orthe Internet · Minimize errors caused by manual data entry Your Financial Solutians Team delivers individual answers by providing ideas to energize your business. For more mformat~on, call us, or vms~t us at www bankone.com © 2003 Sank One Corporal,on GloboI Treasury Serv,ces 05/14/03 Member FDIC Lockbox Online Imaging Service View check and remittance images and create related reports from anywhere using the lntemet. Would you like to view images of check and remittance documents via the Internet to help evaluate your cash flow and identify payments received by individual customers? With our Lockbox Online Imaging Service (LOIS), you can effectively manage wholesale lockbox receivables and improve customer response time with nothing more than an lnternet connect[on. You'll be able to efficiently manage credit exposure by gaining online visibility of your lockbox directly from your PC. Lockbox Online Imaging Service provides secure, 24-hour access for an unlimited number of users- no matter where they're located --to view, print and copy processed images. Simply assign user entitlements and permissions, and you and your staff can quickty resolve exceptions and answer customer inquiries, improving your customer response time. Images are available online for 45 days to help you minimize expenses associated with photocopies, shipping and storage, as well as the filing, retrieving and warehousing of your paper documents. For image archival and retrieval purposes, we will send you a searchable CD-ROM of your image and transaction data on a monthly basis. In addition, same-day image presentment is available upon request. Flexible search and reporting options allow you to quickly search for remittance details using a varie~ of parameters, such as deposit date, amount or check number. You can add notes or flags to your transactions for tracking purposes. For added convenience, Lockbox Online Imaging Service offers several reporting options, including credit date summan/, batch date summary and check detail reports, that you can view or downtoad using various file formats. · V~ew images of checks and corresponding remittance documents anytime, anywhere · Managecreditexposure more quickly by gaining online visibility directly into your lockbox · Search and sort images quickly using a number of parameters · Reduce costs associated with pa per-based document retrieval and storage · Create and download a variety of reports · Add notes to transactions and flag items for efficient tracking Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more mformat~on, call us, or visit us at www. bankone.com © 2003 Bank One Cor~anor~ GJobat Treasuw Ser~ces 09/10/03 Member FDIC Lockbox Online Imaging Service Convenient Notation Feature To help you improve day-to-day efficiency in tracking your items, you can add notations to transactions or flag them as exceptions. Comprehensive Searching Tools LOIS aliows you to sea rch efficiently for items by deposit date, check number, amount or invoice number. Quick image Access LO1S captures and scans documents received in your Bank One lockbox and delivers secure, around-the-clock access to your receivable images. You can quickly scroll through, print and copy any images you wish. We also store your images online. For more ~nformation, call us, or visil us at ~,vw. bankone.com © 2003 Sank One Co~gorat*on Global T~eosur,/Services 09/J 0/03 Member FDIC Bank One Pay Connexion Reduce expenses and streamline collection processes while providing customers with multiple methods to make recurring and one-time payments. When considering an electronic revenue or payment collection system, you want to provide customers and billets with a convenient, easy-to-use solution that is cost-effective for you. Fay Connexion, part of the Bank One Connexion suite, offers a configurable coJledions product to meet the needs of you and your customers. With Bank One Pay Connexion, you can mix and match the channels -- Intemet, Interactive Voice Response (IVR) or call center--and payment methods-- electronic check (e-check), credit cards or PINless debit cards -- your customers use to submit payments. You can edit or cancel payments for customers, and confirm payments immediately after they occur. Customers who don't have Web access or would prefer not to make payments via the tnternet, can pay via IVR or call center. Or, you may accept payments on their behalf through Pay Connexion's administrative site. Pay Connexion maintains the look and feei of your Web site, while enabling customers to manage payment information for one-time or recurring payments, verify payment status and check their payment history, tf you wish, they also have the ability to schedule payments fora ~uture date. This flexibility helps increase customer satisfaction while helping you forecast future cash flows. ~ Lowerthe costsand inconvenience of collecting payments from customers · ,Provide your customers with multiple payment options and payment methods · Make, edit or cancel payments on behalf of your customers ~ Service customers more efficiently by accessing real time, web-based payment information · Improve cusfomersatisfadion by allowing them fo manage their information including payment scheduling Your Financial Solutions Team delivers individual answers by providing ideas to energ/ze ~our ~us~ness, For more information, call us, or wsit us at www. bankone com ©2003 BonkOneCorpor~on GlobalTreosurySeences09/lO/03 Bank One Pay Connexion Bank One's Connexion Suite Overview Bank One's Connexion products ore designed to help you streamline and expand your payment collection and customer service operations. The suite consists of: Bank One Pay Connexions~- a payment product that allows your customers to submit o variety of payments via the lnternet, IVR or call center; Bank One Answer ConnexionsM -- an interactive, web-based customer selfiservice/ information product, and; Bank One Call ConnexionsM- a fully scalable call center product using IVF~ and live customer support for responding to inquiries. Designed to integrate with your existing systems, each product can be used alone or bundled to meet your requirements while maintaining the took and feeI of your Web site and brand. Pay Connexion Advantages: Reduced Costs Lower the resource and opportunity costs of collecting and reconciling paper checks while expanding your current electronic collection system with Pay Connexion. Not only will you reduce costs, but you'll offer customers the flexibility to make payments online or by phone using multiple payment methods. In addition, you con choose to implement a user convenience fee to help recoup transaction charges and offset processing costs. lnternet Payment Channel From your Web site, customers simply click a "Pay Now" button where they are transferred to a secure, Bank One- hosted Web site that maintains the look and feel of your site. Here they can see the payment options you determine, register and manage payment information, and initiate immediate one-time, scheduled and recurring payments. From this site, they can also verify payment status, check their payment history, edit or cancel pending payments or update their profile information. Additional Payment Channels You may have customers that will not want to make payments online. With Pay Connexion, you can offer them the ability to make payments by phone with IVR or call center, tn addition, your staff can process payments on their behalf using the Pay Connexion administrative site. We can also help you provide customers with call center support year round or just during peak times. Multiple Payment Methods You can provide customers several payment options including credit cards, PINless debit cards and e-checks. You have control in determining which combination to implement. Integrated Administrative Tools Pay Connexion's administrative site offers you a single view of the various ira nsaction types and interfaces from which you con view, service and analyze payment activity. This helps you serve your customers more efficiently across your organization, while providing the flexible reporting you need. Deportments within your organization can easily access this singte database to capture information for Intemet, IVP, and co[[ center payments and receive reporting on multiple levels. You can also export data for further CRM analysis and integration with your back-office systems, Additional System Flexibility You can use the administrative site to edit and cancel payments on behalf of your customers and confirm payments immediately after they occur. You con also use it to initiate and process refund payments. This functionality reduces monuai processing time while ~ncreasing customer satisfaction. For more ,nformotion, call us, or v,s~t us at www. bankone cam © 2003 Bank One Corg4)rotion GlobolTreasu~tServ*ces09/lO/03 Bank One Call Connexion Outsource your telephone and help desk operations to reduce costs and improve customer satisfaction. Providing telephone support for customers is an unpredictable, costty process for many organizations. Call Connexion, part of the Bank One Connexion Suite of customer payment and service solutions, offers a fully- integrated and scalable coil center product that functions as an extension of your organization. Through our national network of call centers, we offer services to handle all aspects of customer core including bilingual, around-the-clock help desk support. Call Connexion utilizes Interactive Voice Response (IVR) to handle routine inquiries and supports your callers with highly trained customer service professionals to answer inquiries correctly the first time. You abo receive tracking and reporting on all calls to help improve your service. · Manage inbound customer questions more efficiently through comb[nation of tVR and tive support · Expand the level of support you offer with our scalable platform · tmprove customer satisfaction with 24x7x365, bilingual support Your Financial Solutions Team delivers individual answers by providing ideas energize your business. For more mformai~on, call us, or visit us at www. bankone.com © 2003 Bank One Corporol~on GtobalTreasuryScrv~ces09/lO/O3 Bank One Call Connexion Bank One Connexion Suite Overview Bank One's Connexion products are designed to help your organization streamline and expand payment collection and customer service operations. The suite consists of: Bank One Call ConnexionsM- a fully scalable call center product using IVR and live customer support for handhng customer inquiries; Bank One Answer Connexions~- an interactive, web-based, customer self-service/information product, and; Bank One Pay Connexions~- a payment product that allows your customers to submit a variety of payments via the Internet, IVR or calI center. Designed to integrate with },our existing systems, each product can be used individually or bundled to meet your unique requirements while maintaining the look and feel of your Web site and brand. Call Connexion Advantages: Reduced Costs Call Connexion combines call center scalability, voice response technology and live support to provide you with an efficient alternative to maintaining an in-house customer care center. As a result, you'll free up resources to spend less time dealing with service issues and more on business at hand. Iml~roved Customer Satisfaction Answer telephone inquiries around the clock correctly the first time with Call Connexion. We provide you with highly- trained agents and the ability to manage your unique solution to maximize customer satisfaction. Even if you need bilingual call center support or support in multiple languages, CatI Connexion can help. System Flexibili~ Whether you need us to operate as your overflow catl center just during peak times or handle all your telephone inquiries, we can design a solution just for you. Additionally, we offer skilled-based routing to direct calls to the appropriate person or group of representatives that can be trained in a particular area. No matter the size or scope of your solution, we take care of managing your totaI call center operation. Increased Efficiency To improve efficiency for you and you r customers, Call Connexion provides detailed statistics on each call and can help you evaluate the collected data. Ail of our call centers can use IVR technology via touch-tone phone or by voice recognition to help customers answer repetitive questions while routing complex questions to a live agent. For more m:/ormatJon, coil us, or ws~t us at vrv,,~v, bankone,com @ 2003 Bank One Corporation G~abotTfeasur~S~rv~ces09/lO/03 Bank One Call Connexion Outsource your telephone and help desk operations to reduce costs and improve customer satisfaction. Prc~viding telephone support for customers is an unpredicta bfe, costly process for many organizations. Call Connexion, part of the Bank One Connexion Suite of customer payment and service solutions, offers a fully- integrated and scalable call center product that functions as an extension of your organization. Through our national network of call centers, we offer services to handle all aspects of customer care including bilingual, around-the-clock help desk support. Call Connexion utilizes Interactive Voice Response (1VR) to handle routine inquiries and supports your callers with highly trained customer service professionals to answer inquiries correctly the first time. You abo receive tracking and reporting on ail calls to help improve your service. Manage inbound customer questions more efficiently throuflh a combination of IVR and live support · Expand the tevet of support you offer with our scalable platform · Improve customer satisfaction with 24x7x365, bilingual support Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more mformat~on, call us, or ws~t us at www bankone,com © 2003 Oank One Corpomnan GlobalTreosuetSemces09/lO/03 Bank One Call Connexion Bank One Connexion Suite Overview Bank One's Connexion products are designed to help your organization streamline and expand payment collection and customer service operations. The suite consists of: Bank One Call ConnexionsM- a futly scalable call center product using IVR and live customer support for handling customer inquiries; Bank One Answer Connexions~- an interactive, web-based, customer self-service/information product, and; Bank One Pay ConnexionsM- a payment product that allows your customers to submit a variety of payments via the lnternet, IVR or call center. Designed to integrate with your existing systems, each product can be used individually or bundled to meet your unique requirements while maintaining the look and feel of your Web site and brand. Call Connexion Advantages: Reduced Costs Call Connexion combines call center scalability, voice response technology and live support to provide you with an efficient alternative to maintaining an in-house customer care center. As a result, you'll free up resources to spend less time dealing with service issues and more on business at hand. Improved Customer Satisfaction Answer telephone inquiries around the clock correctly the first time with Call Connexion. We provide you with highly- trained agents and the ability to manage your unique solution to maximize customer satisfaction. Even if you need bilingual call center support or support in multiple languages, Call Connexion can help. System Flexibility Whether you need us to operate as your overflow call center just during peak times or handle all your telephone inquiries, we can design a solutJon just for you. Additionally, we offer skilled-based routing to direct calls to the appropriate person or group of representatives that can be trained in a particular area. No matter the size or scope of your solution, we take care of managing your total call center operation. Increased Efficiency To improve efficiency for you and your customers, Call Connexion provides detailed statistics on each call and can help you evaluate the collected data. All of our call centers can use IVR technology via touch-tone phone or by voice recognition to help customers answer repetitive questions while routing complex questions to a live agent. For more information, call us, or wsit us at www bankone cam © 2003 Bank One Corporation GlobolTreasur~Serv~ces09/iO/03 Bank One Answer Connexion Provide customers with an interactive customer service solution while reducing the costs of handling repetitive inquiries. If you receive inquiries from your customers and employees, you know it can be an expensive and inconvenient process for you and them. Answer Connexion, part of the Bank One Connexion Suite of customer payment and service solutions, offers a self-sufficient product designed to answer inquiries 24 hours a day and reduce your costs. From a Bank One hosted Web page that maintains the look and feel of your own site, your customers can access a dynamic list of frequently asked questions, search for answers and even submit questions that wili be added automatically to this list. You have cohtro[ over this data so that at any time you can update, change and reprioritize information. Additionally, you can even choose to route inquiries to specific employees or departments in your organization. Ali data and user traffic are tracked, providing you with a comprehensive picture of what your customers are asking you. ,, Lowerthe costs and inconvenience of answering customer inquiries · Increase customer satisfaction by providing answers around the clock · Better understand your customers' needs · Provide customers with prompt, accu rate answers For more ~nformation, please conrad your Bank One Government Financial Solutions Representative or ws~t us at ,,vww bankone.corn © 2003 Bank One CorpoCation Global Treasuq~ Seduces 06/12/03 Bank One Answer Connexion Connexion Suite Overview Bank One's Connexion products are designed to help your organization streamline and expand its payment collection and customer service operations. The suite consists of: Bank One Answer ConnexionS~-- an interactive, web-based customer selfisewice/information product; Bank One Call Connexions~- a fully scalable call center product utilizing Interactive Voice Response (IVR) and live customer support for responding to inquiries, and; Bank One Pay Connexions~- a payment produd that allows you r customers to submit a variety of payments via the tnternet, [VR or call center. Designed to integrate with your existing systems, each product can be used individually or bundled to meet your unique requirements while maintaining the look and feel of your Web site and brand. Answer Connection Advantages: Reduced Costs and Improved Customer Service Lower the costs of ha ndling repetitive customer or em ptoyee questions with Answer Connexion. It provides an easy-to- navigate self-help site available 24 hours a day -- enabling customers and employees to service themselves. To hetp you save additional costs, Answer Connexion provides a hosted solution requiring Iit~le internal IT effort. Online Inquiry Resolution From your Bank One hosted hefp page, customers and/or employees can access a "top-ten" list of frequently asked questions or use a search function to find the answer they need. In addition, a user can submit a question that will show a list of possible answers and generate a confirmation number. Questions are routed to the right person via established workflow rules. Together with Call Connection, this offers you a comprehensive reporting solution. Interactive Customer Database Measure what's most important to your customers and employees with Answer Connexion. Its dynamic database learns, stores and tracks c~ll data generated from your users. It tracks site traffic in multiple ways, including how often a question has been accessed and by how many different users. It also tracks all customer interadions -- providing analytical information to heip you determine how successfully you are meeting your customers' needs and uncover the arec~s in which you can improve. For more ~nformation, piease conrad ,/our Bank One Government Financial Solutions Representative or visit us a~ www, bankone.com © 2003 8onk Or~e Corporation Global Treosury Services 06/12/03 ReceiptStream® Capture payment and remiffance data from multiple-source systems and transmit it as one information stream into your accounts receivable system. Bank One's ReceiptStream retrieves payment details from virtually any source, including lockbox, ACH and wire transactions, consolidates them into a single information stream and transmits them directly into your accounts receivable system. ReceiptStream's ability to access and translate remittance data across multiple electronic platforms provides the timely delivery of data, so you can review it with minimal effort and manage your funds more efficiently. Rather than dealing with individual feeds from your wholesale lockbox, ACH or wire remittance, you receive a single electronic information stream in a format that best meets you r needs, including: eMmail, fax or paper advices received via your PC or the I nternet; or BAI or ANSi formats via a value added network. You can also receive reports by one of our optional electronic reporting platforms, such as FirstCash®, FirstWindow® or The One Net®. This automatic translation and consolidation of multiple resource data saves time, reduces resource costs and helps you reduce errors. Whether you conduct business with the Federal government, healthcare organizations or traditionaI vendors, ReceiptStrea m can streamline your receivables and remittance processes to heip you manage funds more efficiently. · Integratecurrent-dayremiflance information from multiple payment sources diredly into your accounts receivables system · Consolidate lockbox, ACH and wire remittance details into a single information stream ., Receive data in a format that meets your information reporting requirements · Streamline internal processes to reduce costs and more effectively manage your funds · Reduce risk of errors caused by manual data entry Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or ws~t us at www. bankone.com © 2003 Sank One Corpo~t~on GlobalTreosurtSer'ncesOS/'t4/03 Member FDiC Represented Check Entry Accelerate collection and reduce processing costs by converting returned checks into ACH transactions. Bank One's Represented Check Entry (RCK) service can reduce the cost of redepositing high volumes of checks by converting checks returned NSF orfor uncollected funds into Automated Clearing House (ACH) debit transadions and submitting them for redeposit. Checks eligible for RCK are consumer checks written for less than $2,500 and dated less than 180 days prior to the ACH debit transaction. Before accepting a check as payment for a product or service, companies must disclose to customers thatthe check may be converted to an electronic debit. To help you identify return transactions quickly and efficiently, we offer convenient and secure reporting of the previous day's return checks using your PC with Windows®-based software orthe Internet. Returned check data includes chargeback, RCK and redeposit item data, dollar amount, return reason and optional store/location number. Checks converted to R. CK are included in this report at the time of conversion, and information on returned ACH transactions is also available, either as a preformatted report or through a data file transmission. Checks may be eligible for an additional presentment opportunity, according to National Automated Chafing House Association (NACHA) regulc~tions. Through our service, you can choose between one paper redeposit folIowed by a final RCK presentment or two RCK presentments. RCKtransactions can also be submitted on a preselected day, up to 30 days in the future. In addition, P, CK can be combined with our Centralized Return ,Service if you use multiple depository banks and wish to consolidate returns into one central account. Reduce processing costs and speed collection times by converting returned checks into ACH transactions ~ Consolidate multiple bank returns info a central account ~ Improve coIlection rates · Access detailed, secure transaction information from your PC Windows® is a registered trademark of M~crosoft Corporation ~n the United States and/or other countries. Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or visit us at www. bonkone.com © 2003 Bank One Corporanon GlobalTreasurvServlces05/14/O$ Member FDIC Direct PayChek CardTM Simplify your payroll process with a convenient payment option for your employees. If your payroll processing costs are high because some of your employees don't use direct deposit, consider the convenience and security of the Direct PayChek Card. This prefunded, card-based payroll solution hetps reduce paper checks, postage expenses and the risk of fraud. It offers you and your employees many of direct deposit's advantages, such as faster access to funds and reduced check cashing fees. You can streamline your check payment process and provide employees immediate access to funds --all without them having to take a separate trip to the bank. Funding works just like direct deposit into a checking account. We'll provide you with a routing/transit and account number for each cardholder, and you'll fund the account via your existing Automated Clearing House (ACH) process. For your employees, the Direct Paycheck Cord works iust like a debit card, except there's no associated checking account. Employees can access their money by using their card at any Visa® merchant, withdraw cash from an ATM or bank branch, or make purchases with "cash-back" at select merchants. Direct PayChek Card eliminates checks and leverages your e×isting payroll systems -- providing you with a streamlined solution, in addition, your employees receive benefits beyond typical direct deposit programs -- monthly statements to help track spending and finances and around-the- clock customer support. · Reducethe costs of paper-based payroll checks Improve efficiency with an easy-to~ implement program, bveraging your existing systems and processes · Enhance yourdirectdeposit options for employees · Reduce the need for speciat payroll arrangements · Offeryourfield personnela more convenient payroll option m Reduce the need to monitor bank accounts for cleared checks Your Financial Solutions Team delivers individual answers by providing ideas to energize your business. For more information, call us, or v~s~t us at www. bankone.com © 2005 Bank One Corpo~at~or~ Global Treasury Services 05/14/03 Visa® ~s a registered trademark of Visa. Member FDIC Commercial Card Classic Meet your business challenges by integrating and streamlining your payment processes. In the face of intense competition and escalating customer demands, you need every area of your business to be more efficient and results-driven -- including your expense and payment processes. Whether your goals include reducing overhead or improving payment flexibili~, we'll work w~th you to design and implement a Commercial Card Classic program that streamlines your business processes from procurement to payment. Commercial Card Classic can help you lower the costs of processing and tracking Iow-dollar purchases and business travel expenses. Tight purchasing controts reduce the cost of administrative oversight, and transactions can be posted automatically to cost centers or general ledger (G/L) accounts, eliminating manual data entry and reconciliation. In addition, our extensive reporting functionalih/yields opportunities to consolidate vendors and enhance your sourcing strategy. And because it is accepted at more than 30- million locations worldwide, Commercial Card Cfass~c is convenient for your employees as well. Whether you want to use one card for your low-dollar and travel expenses, or split them into multiple card programs, we'll help you customize a program that [ets you capture the information that you need. Detailed reports, spending controls and a more efficient purchasing process mean that you'll spend less time managing expenses and more time making informed decisions. · Combine Iow-dollar expenses into one payment solution · Reduce the costs of processing and tracking Iow-dollar purchases · Minimize time-consuming travel expense reporting and reimbursement processes · Automate transaction posting to cost centers or general ledger accounts · Improve vendor reporting across the organization · Leverage enhanced reporting to make better informed business decisions Your Financial Solutions Team detivers individual answers by providing ~deas to energize your business. For more information, call us, or wsit us at www. bankone.com 2003 Bank One Corpor~llon Global Treasury Services 05/I 4/03 Member FDIC J Investment Sweep Accounts Sweep accounts allow you to concentrate funds in a master investment account while maintaining a designated peg balance in your main/operating account. The peg can be set at any amount (i,e. the estimated balance required to pay all service charges or zero balance), The earnings credit rate will be applied to all residual balances which may be utilized to offset service charges. Sweep accounts are in compliance with rix, Gov. Code Ann. Section 2257.001 et seq, the Public Funds Act. Previous day account information is available each morning at 7:00 a,m, on the Bank One Information Reporting Service, "The One Connection". A monthly fee will be assessed on analysis, See the chart below for more facts: Minimum Sweep Amounts Memo Posting Interest/Dividends Statements/Confirms Rates Based On Repurchase Agreements* 01.00 .~cipal and Interest Daily _.D. ally/Monthly Target Fed Funds Rate (-) 15 Basis Points U.S. Treasury Securities Money Market Fund SLoo Principal ..... Monthly (1st Business Day) Monthly U.S, Treasury Securities Money Market Rates *The collateral for the Repurchase Agreement will be held at either a Federal Reserve Bank or dP Morgan (Chase Bank) as third party custodian. The funds that are swept into these Investments are not a deposit of Bank One, NA and are not insured by the Federal Deposit Insurance Corporation. One Group Disclosure: One Group Mutual Funds are distributed by One Group Services Company, ! 111 Polaris Parkway, Suite B2, Columbus, Ohio, 4327t-1235, which is not affiliated with Bank One Corporation. Affiliates of Bank One Corporation receive tees for providing investment advisory, admimstrative and other services to the funds. Shares of One Group Money Market Funds are not deposits of, or obligations of, or guaranteed by Bank One Corporation or ~ts affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC). Although the funds strive to maintain the value of your investment at $1 per share, it is possible to lose money by investing in the funds. Investments in the funds involve investment risk, including the possible loss of principal. Call One Group Services Company at 1-800-480-4111 for a prospectus containing complete information about charges and expenses. Read carefully before investing. Repurchase Agreement Disclosure: investment products are not deposits of, or obligations of, or guaranteed by Bank One Corporation or its affiliates, nor are they federally insured by the Federal Deposit Insurance Corporation (FDIC), Investments are subject to investment risk, including the possible toss of principal ~nvested. Past performance is not indicative of future results. I3ank One One Svrcel)., - his cstment .Scr~ ice Terms preside m connection ss:th anx account maintained h~ the C'u~tomcr with Bank One, The provisions oK Bank One's the <m~e meaning specified in tl~e Ser~ ~ce -kgrccment spot,tied b~ Customer on a One S~eep-[nxe~tment Audxori~ation in the Kmn ,roached hereto (each an "Xccotmt-and time teach a" Nlutual Fund" and cotlcctixeh the "Mutuat IrUIldS") aS specified b~ Cu<omer. (b) an ot}~horc {. $. dollar time dcposm (c) Fed Funds Imested. (d)Fed Funds Borro~xed. or (e)inxestments under repurchase agreements teach ,){' notice to Bani, One (a~ q>ccit3 anx Account which shall be 5ul~.icct to this Agreement. (b) ~pecit3 anx Accnunt xxhich it .u)plicahlc. I'he anlotnlt o( {~nld5 axailablc to be sx~cpt fi'om the tXccount to ails of thc alternatives o((brcd through 5~ecp-[nvestment spccillcd in this Section 2(al through (c) Oil ally business dax shall be rel~rred to a~ thc "{nxestment Balance" as mote fi]Iix defined in Section 4 of those Serx icc 'i'em~s. Bank One resep, cs the right to limit tl~c ,~a~labilit> to c,ich ,tCCOLIlI[ except (.'tlMOtllcl' illaS cllt)t)hc ht>l}l l:cd Funds [ns chtcd atld trot} [:UlldS B,'rrowcd. .Xppo_il_l. LLll',2lll.. Cu:.;{omm' hcrcl)5 appoints Bani, {gnc as CLtsl:omor'$ agent [o act on bchall' of Customer lbr the purpose, as appltcable, oF sxxccping thc lnxestment Balance fi'om any spec~ticd Account into thc spccilicd One Investment altcrnau~e including. (a) lbr pttrchascs ,md redemptions t)[' shares in tile Mutual Fund specified bx Customer leach a "['ranaaction" and colicctivcly '"[','ansactions"). (b) tbr deposit into ol}~horc U.S. dollar time deposits (each an "Ol'l~horc Deposit" and co{Icctivdy thc "Qi'I~hore Deposits"). (c) tbr deposits priced at the Fed Funds rate ("Fed Funds Invested"). (d) lbr loans priced at thc Fed Fttmld., rate ("Fed Funds Borrox~cd") and (c) tbr purchases and repurchases o1' securities under repurchase agreements ("Rcpos"h Bank One is attthorized to debit cr credit ti~c Account each bushless day ,~s spccilicd m thc One Swccp-{n~cslmcm AttthormzaLmon and thc rciewm[ provisions ,,r'thcsc Sc, x icc [...[lllJL~. For each Account, [3aak One and L~t. tstotllcr tll~ty SOt il -Target Balance AmoutW' that ,~;filahlc balances that will remain in thc Account ,Xftcr thc close of each busineas day. Bani, One ~haI{ calculatc the .~xailal, le balance Ill [IlO Account at~cr Bani, ()no has posted all debits and credits to the ,[ccount. Il' thc Account contains an ,lXai{a[~Ic ball,filet Ill eXCesS of thc [',Irgc[ B,tlance t~illotm]lt and such excess balance exceeds thc Minimum rXmoulTt mtIIlon. Bank One. without not,cc, shall lxtxc the right to increase ,)r decrease the IllaXillltllll hl~CstlllCtlt LHllOUtl[ allm~ed. [~2LUl,{lliltlOi1, [ hcsc ~Cl ~ tcc '{'crlllh Illi. ty bc [,2r11111]atcd ill accordaneu with the %er~ icc ,\greument or b? e~ther party h~ gixtng Ii~e (5} rials m>ticc in writing to the mhcr part5 Upon tcrminatton t)t' d~esc Sera,ce '['crms. Bank One shall {~tlt{mttatc alt of thc CLIS[OttlCF'~ UtVCStlllcnlh hl the One bwccp-lnvcbtmcnt altcrnauscs and credit thc pl{>Cccth to thc da~s al'tm' a One Sxxeep-Inxestment ,\uthorizatioi~ has been rcceRed ami accepted b~ [3ank One, ~. Ii'Customer has selec[ed MumaI ot'Lhis Secm?n 8 shall appl5 in addition Io Sections I through Prosgc.cLus. Customer has requested, acknoxxledgca receipt o1~ and has had the opportun~x to cm'ct'ulh re~ic~ a prospectus lbr each Mutual Fund in which it is imesting ,"ProN~ecitms-) ~xith respect to the class of =hares Customer is hubing. The Prospectus derails ~bcs and expenses inxolted in thc Mutual Fund in which Customer is in~esting In imrchaslng shares of each Mutual Fund /"Sluu'es"), Cuatomer is roi}lng sole]} on dm rcpresentatmns contained in tim and Customers. Customer xx~ll mcetxe earnings credit [br anx [nxestmen{ Balance remaining in max .~ccount atld ~xill be respmtsible Ibr ans oxerch'alYs ~xhich oCCtlt' ~xhen a redemption Transaction is not processed. In~esnnents ~'cmainii~g in the dit~ [)ttsHlcss dax thc investment []il[,lllCO will mcrcaac or decrease colllpared to thc {ilvestlllOllt ~:l[allqO t)ll thc pres ious business dax and. in either case. the rcstdting change will exceed $2,000,000. Ali customers that report large ~]uctuatmns wilt receive priority in invcstmems: flmrc[brc, by reporting iai'ge fluctuations. Customer x~il{ reduce thc possibilih that its I iwe~lment Balance x~ tll not be l'ul{? in~ ested. BatS, ()tim ul it.~ ~olc discretion and ~x tthout l iabilit) to the Customer. ma5 not enter into [ratlndctlons tbr CttbtOll/Ct' il'Customer faih to gixc such notice to Banl, One (5) b~ 2:00 p ,n. IEastem Time tbr ail Funds except thc eno Group MunicU~al Mt>ney Market Fund. or (4) b~ I1'30 a.m. Eastern ['hue t})r the One Group ltmicilxd ~lt)llC5 Nhu'kct Fund. Att5 daF a T r:m~action rcpr<scnLing a redemption of Shares ~s processed. Gu>lerner assigns (c) ~_~cc~:ss. Mutual Fund accounts set up ["or ti.se with tile Service cannot be accessed throu-l~= any. other Lrtcai~s such as a direct phone cai[ to the mutual l'unct ¢ompan.~. (,.11 D/x.id. cnds_m~d i iquSd, atioxLuL2U:auxactio, n:=. Dividend.; on ;'my Shams will be declared on each hubinc~s d'ax and xxili he distribtLtCd motuhlv to thc Accel,re. l'mn%action> t'cprcbenttng redmuptions fi'om a Mutual Fund will occur to thc extent ttOx~cvcl', no rcdcnlptlon 5ha[1 bo made ~l'the Target [3alancc Deficit is less than thc minimum amou{lt. In nt~ cxcnt shall a rcdcmpthm exceed thc invcstmc~t in thc Mutual Fund. In such an excnt, Bank One shall liquidate an amount oF investments that B,ml, ()nc estimate= will bo sul'tSdcnt to maintain thc Fargct Balance Amount alqd pay checks drax~n on the Account. Iltnds hcrcundct' ~h,dl ho in immcdiatcl~ axailablc J~illd5. (c/ 5.\..XR_%iNG.__iLiZG:\I~D[NG~Jt'T~..{.\I. FI;ND%. PL.EASE READ ['I-{E {)ROSPECI'I b C XREI'i,Li.Y. C[..5TONII'~I~ ACKNOWLEDGIiS TI IAI' i3ANK ONE AND 1'['5 SUIISIDI.XRIES AND AFIVII_,I.VIE% PROVIDE NI~RVIC'ES ['() File MtJTIJ/XI, FUNDS. ]'tie I>R()SPECTIJ5 DESCRIBES SUCtt SERVICES AND CON'FAINS IiXI'ENSt! AND OFHER 1NFORMA'I'ION ON EACI-{ MUTUAL FUND INCLUDING INVESTMENT ADVISORY AND ADMtNISTI~ATIVIZ IrEES PAID TO TI-tE INVESTMENT MANAGEMENT COMPANY WHICH 1S A SUBSII)I,XI~Y OF BANI< ONE CORPORATION, AS THE INVESTMENT ADVISER AND SUB-ADMINISTRA'FOR I:OR TIlE MIj'I'UAI. FUNI)S. 'FHERIi CAN BE NO ASSURANCE THA'F ANY MUTUAL FUND WILI~ BE ABLE TO M.XIN'I'.'XlN,X 5'I'AI3I,IiNE'FASSET VALUE ()F S I .00 PERSIfANE. CUSTOMER UNDERSTANDS TI-L%FYIELDS ~3I: TIlE NIU'FlbXl, FUNDS WII,I, I'I,UCTUATE. MONEY MARKET N1L'I'UAI, FUND SHARES INVOLVE CER I'AIN tNVI]STMiiNT RISKS, INCI.,IJDING TI-tE PO%IBLE LOSS OF PRiNCIPAl, TI tE Mt,"l'l bXl I'f.'NDS ARE 1TtE FDIC. THE UNITED ST,\ FF, S (/)\ ElL, ,XlhN1. OR .\NY ST,\ I'1! GOVERN\lENT C)R \NY AGENCY OR [.NIT -ri Off\ ~o;e~ge~.. It' tI~e f. Zu~tomer has selected Ol'tkhore l)ep~s~s as a One S~eepdnxestment ,dtemafi,,e. the pro\ isions of this Section 0 shall at.,l.',l? in addition to Sections t through 7: ~De!msits One gx~eep-tmestment A!te!tnaL[~2. Under the Offshore Depostts One $~eep-ll~xesmmnt altern'atixe, the h~xestment Balai~ce is bx~ept IS'oran thc Account into Oil\here Deposits at a Caxlllall Island, htanch t)F Bank sx~ept fi-om the specified Account into ()(t~hore Deposns Tt) the extent Ctlstonqe:' ha= oho=eh the Ol'{'Mh>~e Deposit One S~eep-lnxestment attemadxe and thc Investment Balance in the Accotmt is less t[lail the Xlinimum .k~Bount. the lmestment Balance ~xilL as debignatcd bx thc L'uhtomer on the One Sxxcep-ln~cstment Authtmzation. fi) be sx~opt rote ti~e Repos ahernat~x e. or {ii} remain in the applicable ~ccount. Ibr ~h~ch Custonlcr x~ ill reccix c earnings crc&ts. ~~. Offshore Depo_,its are pa>able onI~ itt or 1>~ direction of Bank One's Ca\lean Idands el'[shore bt:tach. Customer ac\nm\ ledges that the olYshore branch account is maintained bx Bank One for its customers generalI.,, and dcpt>,ils it> an off\here foreign branch account ~k ill be co-mingled x,, ith/t~c deposit= o.t' other cu.,,tomei s of Pa) i2~,.2?.:Du.~xilzLau.d~nLcrest on Off\here_ 13m~osi~.. Each Ot'tkhore Deposit >hall earn inrereat at a rate p~r annum eqmfl k~ the rate set bx [3anL One fi'om time to time calculated on a 360 da5 ~ear basi~ lbr tho actual number ofda~s elapsed ('qnterest"). Each Off\here I)cpo>it shall mature on thc business da\ lbllo~ing the business da~ it ~as made ('%'laturit3 Date"). On tho Maturity Date, an amount equal tO the ()tlkht~re Deposit and rite Interest either shall be available in the Account ~h~ch was debited in making thc OFlkhorc Deposit or otherx~isc shall be made ax ailable to Customer. LMP213J.L['ANT D15('t OSURES_LLEGARI\IXG_LUti ()l:F'Si -12DRF I-)[!POSiTES. fNVI:.S FMENT<, IN ()I:FSIqOP, I:. I)I;I'c)'41TS I.NV()I_VI-'. INVIiS I'NIENT RISKS. iNCLUDiNG PO.";Sll31.1i LOSS OF PRINCIP.\I. ,.\M()I x, I' INVESTED. ~I Fbi IORF. I)ItP(.)S[ l'5 .\Rl! Sl.,'13.It.!C [' I'() CI~,QS.%-I3OI~DI!R RISKS. ARE ,.iN O[3I,IG,\ FION O1' l'I tE ,\PPI~iCABLE d,\NK ()NE ()t'FS[-I()Ri~ BR,\NCIf ,\ND \P,E NOT INSURED ()It. () I-HEI>,WISE GUARANTEED BY (3.\NK ONE OR :\NY ()F iTS AFFILI,VI'I'~S, TI IE FIiDEP,.\I. DEPOSIT 1NSUR,:\NCF. CORPORATION (FDIC) OR BY ,\NY OTHER G()VERNMENTAL AGENCY OR GOVERN:'vlENT SPONSORED AGENCY OF THE FEDERAL GOVERNMENT OR ANY STATE. IN 'I't-117, EVENT OF A LIQUIDATION OF BANt( ONE, OFFSHORE DEPOSITS WILL If,WE LESSER PI~F. FERENCt:, TI-f,\N DOMESTIC DI;POStTS Etd FundMtwe.'d.cd-L~ilablc.lmt-'or'zsPetmi-~LI3alfl~sOnL.~t If the CuMomer ha~ selected Fed I-m<h mxestcd as a ()nc %xkcep-lnx estment alter nafixe, the pro~ tsions oI'thls .5¢¢tion Ir) shall apply in additton to Sections I through 7' :k~d__L:~u,~._~mLcd_Onc 5x\CelMitkc.si~tt Allcm~. Under the Fed (:ends lnxested One Sweep-lnxestment altcrnatt~e, thc Investment [3atance is sX~Cl,t fi'om thc Accotmt into a commingled account with Bani, One at the end of each lm~mess da\. The CUStoI~ICr's hl~cstlllcllt Balance must equal or exceed thc mulimtllll sx~,ccp :tlllO~lilt Itl order [o be sx~ept tl'{>m the ~pecillcd ,.Xcco~mt into Fed Ftmds. [kml, eno is the principal Comminglcd_~com~t. Cust,)mct acl, nox~lcdgcs that each commingled account is maintained cttstotnm',, gcncrall> ;llld the In,,e.,tment lLtl,mcc x~ iii I?c commingled x~th the dcposil.,, el'other J.12c[chI.. [:cd Ftmd~ In¥c~ted shall earn interest at a rate per annum equal to tl~e rate >ct bx Bani, One t?om time to lm~c calcutalcd tm a 360 day 5car basis fl0r thc actual mtmbcr et'days elapsed ("Interest"). Fed Fund> lnxcstcd shall mature on thc btriinc',~ day thllowing thc business day the investment was made ("Maturity Date"). On the Nlaturnp Date. an ,unomlnl equal Io thc I:cd l:tmds In~cstcd ami the interest either shall be a~ailablc in thc ~Ncc~)tt,~t that was debited in making thc IllXCbIIIICllt or ,,d~c~wisc ,hall bc Illltdc a~ a~lal)le to Customer. Irl~ IMI,.OILi'xXN]E__DISCLQS .LL~ES-~EG:\iKDING FEI') FLb_ND~. FF.D I:IJND<, \P, li XOl' lx,'$1.'RI-~D OR ~;~ \IL\NIl Iii) BY BANI< ()NI.~ ()lC. ANY O[: ITS ,\FFIIH,,VI'F.S. 'f'[IE l. lil)tiR.\I, f)t'.I'()Sll INSIiR.\NCt: BANK ONE. "Net Due at Maturity" means the price at ~hich tl~e Purchased Sectlriucs arc to bo rr.m~i2rred from thc Princilxtt Amount and the Interest at Matm'irx as o1' the date of such dcrcrmin,mon: '%ecuritics" means securities issued b~ the t'nited States Treastu~ or an? agent> el" the bmted .States Go, eminent (~lfieh may be a~ailable in book entr~ ~bilit~... , On each business dax. thc parties ma: emer into transactions in ,.~hich B,ml~ One ,t_~' ,, '~.~ t,> ttan>,cl" "· to transfer to Bani< One such Sccurittcs ,>n the succeeding btisinc~5 da}, against the u'anstbr to Customer of ~ind~ bx Bank One. Bank One agrees to prox ide Customer ~ith Securities kk ith ,t N[arkct V,lluc sufficient to coxer tine Principal Mnount k~ ith ,[tl~,lrioni('ont]rnl,~t~on.'Tcrmiimtiotl. On each business da~ in ~hich there exists an investment galancc, gallk Olio emcr ltl{O il PtWCJlaSO ~i~[' CUSIOnlOF ii1 thc alllOullt of the investment Balance. Upon agreeing ~o entc~' rote a Pu<hase hcreunden gank One shall promptI? deliver to Customer a ~r~tlcn con/kmation of each Purchase (a "Co~fim~ation"). The Co[l[~['matlon shaI[ describe the Secumies (speci~ lng the CL%IP or a mortgage-backed securit> pot)[ nul~lbcl', l( any, the issuer, Matut'it} Date, coupon rate, par amount, market price and Market Va]tie}, identi~k Customer and Bank One, and set ti) tho 'lS':~dc Da~e, ~ii~ tho Principal Amount, tiii) thc M,ttm'itv Date (i~) the Rope Rate iv) Net Due at Maturi~ and (x i) additional terms or conditions of thc [>urdaase not mcon=lstcnt ~ith those Serx ice Terms. The Conl~rmation, together these Service 'I'crms, shall constitute condus~x e c~idencc of the terms agreed between Cuatomer and Bank One ~ith t'cspect to the Pttrc[lase to ~khich the Conl~rmation relates, unless, x~itl~ respect to thc Confirmation. specific ,,bjection is >oct, itics agaMst thc u'ansikr of thc Net Duc aL Ntaturit> to thc ;5ccoullt. %Vhen the last day o1' a gtxcn month [Stlls Oll il Frida5, 5aturda5 or Sumta), then tt~c h~tcres[ ar Maturity car~lcd I¥o111 Purchases entered into oi~ that Ft'~day ~ill bo paid on the next businc:;s day lbr tile Interest at Maturity earned during the day(s) preceding month end and on the FollovGng busMcss day ~br the period succeeding month end. The Repo Rate paid to Customer by Bank One on Purchases is not intended to be the same as the interest rate or stated rotc of the Purchased Securities; there[bre, the Net Due at Maturity is independent of any fluctuation in the market i>t'~ce oF the Purchased Securities. Earnings on Repos shall bc credited to tho Account tm a daily bas:s. Pm'chases OdOr to thc cml tn' each business da~ based on its estimate o[' the amotmt t)t' thc ekm~lcts that will bc axamlable mnvcstmcut by Ropes customers at thc end of thc business day. Allht)ugh Bank One x~ill usc its best el'Ibrts t,) accurately cstimale the Principal Amount {bt thc Pttrchase that w{I{ ho entered into on behal{' off Customer' on each business day. ,molhcr customer could have resulted m additkma[ inxcstmcnts made R>r (2ustomer under these Service Terms Customers have selected the Rep~s attcmatwe rather then [he Ofl~shc~rc Deposit altermtttve ("Repurchase A~rccme~t Ctistomers") he emitlcd to pr~or~ty in allocatiag {a~eslmcnt Balm]cos to Nolwttlnstanding an?thing to the c,mtrary in these Service Terms. no interest shall bc prod on an uninvested ILml, f)uc r ~,c ";:~CCl)..,-lI~cslmcnt '"Jcrvice ['erm', (I ~-112) 5 o['7 BANK ONE. dance ~lll not be l~llx inx ar, ted. Il'Customer thlls to gt~e such mince to Bank One b~ 11:30 a.m. Eastern time. Bank SecurLLs_.Liz~ms1:. Ahhough the parties intend that all Ptu'cha~e, hereunder be sales mad purchases and {l~e ex ent anx such Purchases are deemed to be loans, Bank One shall be deemed to ha, e pledged to Customer. as ,ecuriw the pertbrmance bx Bank One of its obligations under each such Purchase. and shall be deemed to ha~e 2ranted to Customer a ,ecurn~ interest m. ali of the Purchabed Securities ~ ]th respect to all Purchases hereunder and ali proceeds thereafi ment nnd Ft;:m*:t;~[. Unit% other'~,,ise mutuall5 agreed, all transtbrs of rkinds hereunder shall be in [mmediatel~ thnds. Ail Purchased Securities transtbrred b~ one party hereto [o the ocher shall be ~hrough book entD, transfer b~' other identitication on Bank One's records that the Purchased Secunt> belongs to eid~er Customer or Bank .~egadc, n ~17 P~n'ch~d Securn~. To the e×tent required h} applicable la~. all Purchased Securities in thc JlOaSONSIOll el' Bani, One qmm t be ~cgregated from other securities in h, possession ,md ,hail be identmfiod as sUl~lOCl to these Serxice Forms. Segregation max be accompl~hetl b? appropriate ulcnt~ticatiOn on thc boot,s and records of file holder, L--L,zt~.i£c d B]\NI< ONE IS NOT PERM1TTI!D TO SUBSTITUTE O'FIIE[( SECURITIES FOR TI t()SE SUB.IECT ['() THESE SERVIt'E l'l!RXlS AND TI IERI'LF()ItE Mt.',ST KEEP CI_,STOMEIt'$ SECURITIES SI~GI~EGATED X F ..Xl.t_ rIMES. I.NI_,ESS IN TII1ZSE SERVICE TERMS, CUSTOMER GRANTS BANI< ONE THE RIGHT TO SUBS'Fll-t;TE OI'HER SECLRI'Ftf~S. I[: CI~S'F()MER GRANTS I'I-IE RIGHT 1'O SI]I~S'F1TUTE. TI-tIS MEANS TI-IAT C[,$'FOMER'S ECbRI I'IES kVlL[, I.IKELY 13E COMMINGI_ED WI-I'H BANK ONE'S OWN SECURITIES DURING lq-tH TRADING ,).xY CUSTOMER IS ADVISED I']i. XT. DURING ANY TR,XDIN(] DAY FI-iE CUSTONIER'S SECURITIES ARE COMMINGLED WITH BANK ONE'S SECURITIES, THEY MAY BE SUBJECT TO LIENS GRANTED BY BANt( ONE '['O TI IIRD PARFIES AND MAY BE USED BY BANK ONE FOR DELIVERIES ON OTHER SECURITIES TRANSACTIONS. WItENEVER TIlE SECIJRITIES ARE COMMINGLED, BANK ONE'S ABILITY TO I~ESEGRE(].VI'E SUf3STI-t'U I'E SECURITIES FOR CUSTOMER WILL BE SUBJECT T() BANK ONE'S .XBII.ITY TO % VFISFY ANY I.IEN OR 'FO OBTAIN SUBSTITUTE SECURITIES. t:ac2lZEmpl,a..~.ccA~JaiL.A~'~c~. Il' a.',~ct:; of an,, cmi)i%ce bcnclit pi;in ~ul~ject to an} l?ro~hion of Iht I~mplo}cc noti& [~allk ()nc prior m lilt Ih.u'chaau. (_'tlstOlllCY hereby represents and ~m'Yal~lS to Bani, One that no Ptzrchasc constitutes a prt~hdmcd transaction under I(RISA ,n' ~s ofhem'xvise exempt therel?om, and Bani, One may proceed m reliance fl~ereon but '&ail not be rcqmred M pracecd. Fide !{ of !he l,'niled 5~ate,; (_'ode. as amended I,e,,ccpt in ,,~lhr .~ ~hc ;'.~:c .q'%ccu'.'llies ,ubject t~ ,uch Ptn'cha,4e It i~ nnderstood that rather party's right to liquidate securittes delivered to ~t m connection with Purchases hereunder of to UNOIGi%U dlt~ other I'emudics pursuant to these Service Terms or the Ser~ ice Agreement, is a contractual right to liq~nd,~tc such Ptmrchaae as tJoscrlbed in Section 555 and 559 ot"I'itte I I ,ffthc United States Cade. ab amended. Rct.,J. LLU'j.L_to__(&r2ain._Ecdc~aI Pro1,,a:Liun:,. i-he: parties acknov, Iedge that an,, Purcha,;e,, under this Bank One collaleralized by '4ecuritie,; The l)artlc, also acl, nt>wlcdge that the} hake been the Federal Deposit In.star:rote Corporation I I:DIC). the t.'n~ted SIalc5 Go~e:'tm~e=~t, of an~ agei~c.x o1' tile }Ox ,2[ x,k)tuhls StnremeU_Ls. Bank O~e x, ill i'm'niah account =tatent,enI.<, either ~nd~x ~dttallx or k~gethm' x~ith ,)tl~e~' Customer ~tatements to Customer on a periodic, but ~o less t'requent than monthly, ha,sis k~hici~ shall .set forth ali Purchases entered into the statement period. Customer si;all rec,,'i~ e co~/~rmatiotl of Purchases pursuant to Section I 1 to). I ONE. I Customer Name ("Customer'*): Mailing Address: Bank One One Sweep ,,-Investment Authorization Contact Name: Contact Phot~e No.: Taxpa.,, er ID .\ccount No ("Account")' State ~ here Account is located: Om~ Sweep-l,vesmm,t alter.atives. Customer hc~ el)5 speciiScs the roi lo~ ing One S~ cop-ln'~ c~tment alt,.'mati~ e I'or d~,e ,-\ccount: Repurchase Agreements Offshore U,S. Dotlar Time Deposits (if SI00,000 minimum trade not met investment x,~ill deI:auh into the Repos Atternati~,e) Offshore U.S. Dollar Time Deposits (iFS 10(L000 minimum trade not met. [lwestment Balance ~,,itl remain in applicable Account with earnings credits) [:ecl Funds ~I'or con'esptmdent banks Fed Funds In~ested Fed Fund Borrowed Fed Funds Invested aid Borrowed Mutual Funds: One Group Prime Mono.,, %Iarkot t:und -Class ,,\ Shares One Group U.S. Treastu'y Securities Money Market Fund - Class A Shares One Group Munidpal Mone~ Market Fund -Class A Shares One (]mup U.S Government Securities Money Market Fund -Class A Sharc~ Institutional Fumts ($1 million average monthly investment bakmce retlui~ ed): One Group rreasur? Only Money Market Fund - (,'la.ss ;,)ilo (Jrt)up Government Money Marl, et Fund - Class One (]roup Institutional Prime Monc~ Market Fund- ['itlo. Signature: Printed Name: Title: Date. tLmk {)ne I)m', <,weep-h~vestlnent Scr,,lcc ['¢rms Authorization il 1-02) IoI" { w~ W ~ IJJ ooooooooooooo ooooooooooooo ooooooooooo oooooooooooooooo ~00000000000~000000000000000~ ~~~~oooooooooooooooooo~ ~00~00~0000~000~0000~~ ddddddddbdddddddddddddddddddd~ ~00~0~0000~~0~~0000~ ~000~0~00~~000000~~ ddddddddddddddddddddddddddddddd 0 ~ 000000000 O000 ~000 ~ ~ ~ 0 ~ ~~ ~~000000000~~~~~00~ ~000000000 O0 ~ 000000 O0000 ~00000000000 ~ ~ ~ ~ 0000 O0 ~~000000 ~~000000 ~~~0000 ~0~000000000000~~ 0~00000 C 0 O00000 ~ 0 O~ O000000000000~ ~ 0~0000000000000~ ~ 0 0000~~ 0000~~ 0000~~ 0000~~ 0~0~ ~00~ 0 ~0000~ 0000~00000000~0000~ 0000~00000000~0000~ ~ ~0 O00 O000 ~00000000 ~00000000 0 ~ ~ 000 ~ ~ 00~~000~ 00~~000~ 00~~000000 000000000 ~ ~ 0o0000~00~ 0000o0~00~ ~~~000 000~ 00 O00 O00 ~000000000000000000000000000~0 ~000000000000000000000000000~0 ddddddddddddddddd~dddbddddddddd 000000000000000000000000000000 0 oooooooooooooooooooooooooooooo o 0000000000000000000000000000000 0000000000000000000000000000000 EARNINGS CREDIT RATE Calculation:- Earnings Credit Allowance is the dollar credit on the average positive available balances maintained. If there are negative balances at any time during the month, the applicable bank rate ~vill be assesed as a Negative Collected Balance fee in the itemized services section of your Account Analysis Report. Rate Basis: Bank One, NA will pay for the current month Earnings Credit Rate the previous four week 91-day Treasury Bill weekly average. This weekly rate can be found in the "Wall Street Journal" in the Money & Investing section under Money Rates or on the Intemet under http://www, publicdebt, treas.gov/o f./o faicqry.htm. Historical Rates for the past year: 10/02 1.600% 11/02 1.60O% 12/02 1.250% 01/03 1.150% 02/03 1.150% 03/03 1.120% 04/03 1.100% 05/03 1.050% O6/03 .900% 07/03 .900% 08/03 .950% 09/03 .900% 10/03 .900% 1 t/04 .900% BANK-:_-ONE Interest Rate APY Bank One Basic Business Checkina with In,tere,=ts~" Bank One Commercial Checkina with !nterestsM $0 - $9,999 0.20% 0.200/0 $10,000 - $24,999 0.20% 0.20% $25,000 + 0.20% 0.20% Interest Rate APY Bank One Business® Hiah Balance SavinassM $0 - $499,999 1.00% 1.00% $500,000 - $999,999 1.00°/o 1.00% $1,000,000 - $2,999,999 1.00% 1.00% $3,000,000 + 1.00% 1.00% ~ .~ll~n.._llulll II III IIIIli~i~ll~l/J I1-1 IIIIII IIIII Rate Bank One Business~ Cheq;~inoS, All Balances 0,30% Bank One Commercial ,Checkinos~ & Bank One Commercial Checkina with Interest Larcje Corporate 0.30% :Middle Market 0.30% Bank One Business® Money Market Savinas::" $0 - $9,999 0.40% 0.400/0 $10,000 - $24,999 0.400/0 0.400/0 $25,000 - $49,999 0.500/0 0.500/0 $50,000 + 0.550/0 0.550/0 Term 14- 31 Days* 32- 89 Days* 90- 179 Days* 180- 364 Days* 12- 17 Months 18- 23 Months 24- 35 Months 36- 59 Months 60- 83 Months 84- 120 Months Minimum Initial ,, Deposit of $1r000 Znterest Rate APY 0.50% 0.50% 0.50% 0.50% 0.55% 0.55% 0.60% 0.60% 0.90% 0.90% 1.34% 1.35% 1.73% 1.75% 2.37% 2.40% 3.30% 3.35% 3.83% 3.90% Minimum Initial Deposit of,~,lO ,0,,000,' Interest Rate APY 0.65°/0 0.66°/0 0.65% 0,66% 0.70% 0.71% 0.80% 0.81% 1.09% 1.11% 1.54% 1.56% 1.98% 2.01% 2.62% 2.66% 3.54% 3.59% 4.07% 4.13% The "Maumum L~tM DelX~,t" levels ,pply to t¢ folIo~g ~<xmts: Bo~,~ Mon, y M~,et S~v~. $%000, Bu.~n~s l-hgh B~ce Sl'ang~ - $10,000, B~ Busings Cheelm~g ~ ~est ~ C~cr~ C~ ~ ~te~t ~1~. ~ C~ ~ Sl~ Acc~ ams ~c ~c ~d mtct~t c~ m~ ~c~t Fee~ c~d ~cc c~, ~c~t m~ ~ ~ce u~ ~ ~ ~ of ~ eff~ &re of ~ rotc s~t ~ ~y ~ ~t B~ O~'s ~ze~o~ A c~y of B~ ~e% Acc~t R~ ~ ~u~ ~ ~ u~ r¢~cst Comm~:c~ Chechng ~l Comm¢:c~l Cheddng wth Ime,est ~ Credit l~:es ~pply to ~c~ty fo~ tl~ p~e~,ic~ c~lend~ rcxis. Temple, Wt~o, Bellm¢~l, ~,fldl~d~ Odess% Arat~o, Wldut~ F~ls, Abdea% Ty[~, B~, Corsic~l, Denton, Fredcncks burg, Sbem:mn, Dmlson, G,zenvdte, Por~ 2k'thig Comme~ce, Levellind, Lorg~e% M~r~l~ Be~rnon% O~ & Ned:thnd. Member FDIC FOR INSTITUTIONAL CLIENTS One Group<~ Institutional Prime Money Market Fund One Group~, Treasury Only Money Market Fund One (]roupr uove,nment Money ~larket Fund THE Sli(iURITIE$ AND I~XCHANI~[ COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SHARES OF ANY OF THE FUNO5 AS AN INVESTMENT DETERMINEO WHETHER THiS PROSPECTUS IS ACCURATE OR COMPtETE. ANYONE WHO TELLS YOU OTHERWISE rS COMMI~ING A CRIME, Table of CONTENTS Fund Summaries: Investments, Risk & Performance One Group Institutional Prime Money Market Fund One Group Treasury Only Money Market Fund One Group Government Money Market Fund More About The Funds Pnncipal Investment Strategies Investment Rinks Portfolio Quality and Maturity How to Do Business with One Group Mutual Funds Purchasing Fund Shares Exchanging Fund Shares Redeeming Fund Shares Privacy Policy 20 Shareholder Information Voting Rights Dividend Pohcles Tax Treatment of Shareholders Shareholder Statements and Reports 22 22 Management of One Group Mutual Funds The Advtsor Advmopf Fees 24 Financial Highlights 25 Appendix A: Investment Practices 27 ONE GROUP Institutional Prime Money Market Fund FUND SUMMARY: INVESTMENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks current income with hquidlty and stability of principal. What are the Fund's main investment strategies? The Fund invests excluswely in high-quahty, short-term money market instruments. These instruments include corporate notes, commercial paper, funding agreements, cerhficates of deposit and bank obligahons, The Fund wdl comply with Securmes and Exchange Commission ("SEC") rules applicable to all money market funds, mdudmg Rule 2a-7 under the Investment Company Act of t94o. The Fund will concentrate its investments in the financial services industry, mc!udmg asset-backed commercial paper programs. For more Information about the Inmtutmnai Prime Money Market Fund's investment strategies, please read "More About The Funds" and "Princtpai Investment Strategies." What are the main risks of investing in the Fund? The mare risks of investing in the Fund and the circumstances hkety to adversely affect your investment are described below Before you invest, please read "More About the Funds" and "Investment R~sks" MAIN RISKS Credit ,?~sk, Because the Fund only invests m high-quality obhgahons and limits average maturity to 90 days or less, credit risk is minimized. Nonethe!ess, if an ~ssuer fails to pay interest or principal, the vaIue of your investment irt the Fund could decline, Because the Fund invests in securities that are backed by "cre&t enhancements" such as letters of credit, the value of your investment m the Fund also could decrease ~f the value of the securities m the portfolio decreases m response to the declining cred2 quality of a credit enhancement prowder. Concentration. The Fund will invest a significant pomon of ~ts assets in the securihes of companies in the financial servmes industry. Because of the Fund's greater exposure to that industry, economic, political and regulator,/developments affecting the financial services ~ndustry will have a dispropomonate ~mpact on the Fund. These developments include changes m interest rates, earlier than expected repayments by borrowers, an mabd~ty to achmve the same yield on the remvestment of prepaid obligations and federal and state iaws which may restrict the remedies that a lender has when a borrower defaults on a loan Interest 2ate Risk The ¥~eld paid by the Fund will Increase or decrease ,,wth changes m short-term interest rates NetAsset Value. There is no assurance that the Fund wdl meet its investment oblectwe of maintaining a net asset value of St OD per share on a cont:nuous bas:s Not FDIC Insured An investment in the Fund ~s not a deposit of Bank One Corporation or any of ~ts affiliates and ~s not insured or guaranteed by' the Federal Deposit Insurance Corporation or any other government agency Although the Fund seeks to preserve the value of your investment at $~ OD per share, it is possible to lose money by investing m the Fund. FUND SUMMARY Institutional Prime Money I Market Fund How has the Fund performed? By showing the vanablhty of the Fund's performance from year to year, the chart and table below help show the risk of investing tn the Fund. Please remember that the past performance of the Fund is not necessarily an indication of how the Fund will perform in the batuze. Bar Chart (per calendar year), -- Administrative Class Shares The Bar Chart shows changes ~n the Fund's performance from year to year. Total returns assume reinvestment of diwdends and distributions, 8% 6.30% 4.08% 0 2000 2001 ' For the period.from Jan uary ~, 2002. through September 30, 2002. the Fund's total return was ~ ~6% H~stOncal performance shown/orAdm~mstratwe Class prior to ~ts mcept~on ~s based on the per/ormc~nce o/Class I, the original class offered. Prior class performance has been adjusted ~o re/lec~ the differences m expenses between classes. Best Quarter: ~.6~% 30_aooo Worst Quarter: .6o% 4qzom J2 FUND SUMMARy Institutional Prime Money Market Fund The Average Annual Total Return Table shows the Fund's average annual returns for the periods Indicated, Average annual total returns for more than one year tend to smooth out variations m the Fund's total returns and are not the same as actual year- by-yea r resu Its. Average Annual Total Returns through December 31, 2oar INCEPTION P J:RFOR, MANCE DATE OF Ct~'~$S ] ~AR S~NCZ 4~g/99 Administrative Class 11/I/01 4.08% 5.23% ' Historical pe~ormance shown,forAdmmisttat~ve Class prior to its inception is based on the performance of Class I, the on§roof class of'feted. Prior class pe[forrnance has been adjusted to reflect the dif'fetences in expenses between classes. To obtain current yield information, call toil-free 1-877-69H1~8 or visit www.one§roup.com. Fees and Expenses This table describes the fees and expenses that you may pay ffyou buy and hold shares of the Fund. ANNUAL FUND OPERATING EXPENSES (expffnses that are deducted [rom Fund assets) ADMINISTRATIVE CLASS. Investment Admsory Fees 10% Other Expenses~ .17% Total Annual Fund Operahng l~xpenses .27% ' Adrnm~stratwe Class shareholders pay a shareholder serwcmgfee of up to ~o% of the average daffy net assets of such shares, The services provided muy include prowdm~ repo~s and other mJbrmatton related to the ma~ntenonce of shareholder accounts Examples The examples are intended 1 YEAR ] YEARS 5 YEARS 10 YEARS to help you compare the $28 $87 $152 $343 cost of investing m the Fund with the cost of investm§ m other mutual funds The examples assume that you invest $1o,ooo in the Fund for the bme periods indicated and reflect what you would pay if you either redeemed all of your shares or continued to hoid them at the end of the periods shown The examptes also assume that your Investment has a 5% return each year and that the Fund's operating expenses remain the same Your actual costs may be higher or lower than those shown There is no sales charge (load) on reinvested dividends. I 3 ONE GROUP "1 Treasury Only Money Market Fund FUND SUMMARY: iNSTRUMENTS, RISK & PERFORMANCE What is the goal of the Fund? The Fund seeks high current mcome with liqmdity and stabihty of prmmpal with the added assurance ora Fund that does not purchase securities that are subje~ to repurchase agreements. What are the Fund's main investment strategies? The Fund invests exclusively [n short-term U.S. Treasury btlls, notes and bonds. The Fund w~lt comply with SEC rules apphcabte to ali money market funds, includmg Rule :a-7 under the investment Company Act of ~94o. For more mformatlon about ~he Treasury Only Money Market Fund's investment strategms, please read "More About the Funds" and "?rmmpal Investment Strategies." What are the main risks of investing in the Fund? The mum risks of investing tn the Fund and the circumstances hkely to adversely affect your investment are described below. Before you revest, ptease read "More About the Funds" and "Investment Risks." MAIN RISKS Interest Rate R~S~ The yteld pard by the Fund w~ll mcrease or decrease with changes tn short-term Interest rates. Net Asset Value. There is no assurance that the Fund wdl meet ~ts investment objective of maintaining a net asset value of SLoo per share on a contmuous basts. Not FDIC insured. An investment tn the Fund ~s not a deposit of Bank One Corporation or any of its affiliates and is not tnsured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency Although the Fund seeks to preserve the value of your investment at St.oo per share, it is possible to lose money by investing in the Fund. J ,% FUND SUMMARY Treasury Only Money Market Fund How has the Fund performed? By showtng the varlabtlity of the Fund's performance from year to year, the chart and table below help show the rlsk of mvesting tn the Fund, Please remember that the past performance of the Fund is not necessarily an indication of how the Fund will perform in the future. Bar Chart (per calendar year)' --Administrative Class Shares The 8ar Chart shows changes m the Fund's performance from year to year Total returns assume reinvestment of dMdends and distributions 8% 0 1994 1995 I996 I997 1998 1999 2000 2001 ' For the period from January ~, 2002, through September 3o, 2oo2, the Fund's total return was t ~6% ~tstoncal performance shown for Administrative Class prior to frs mcept~on ~s based on the performance of Class 1, the ong,nal class offered. Prior class performance has been adjusted to reflect the d~erences in expenses between classes. Best Quarter: ~.49% 4Q2ooo Worst Quarter: .54% 4Q2om The AverageAnnuat Total Return Table shows the Fund's average annual returns for the periods indicated Average annual total returns for more than one year tend to smooth out variations m the Fund's total returns and are not the same as actual year- by-year results. Average Annual Total Returns through December 3], 2oov Administrative Class 11/I/01 3.73% 4,86% 4.71% , H~stoncal performance shownforAdmimstratzve Class prtor to ~ts inceptton ~s based on the performance of Class I, the original class offered. Prior class performance has been adjusted to reflect the differences in expenses between classes. To obtain current yield information, call toll-free ~-877-691-m8 or visit www.onegroup.com. FUND ,SUMMARY Treasury Only Money 'Market Fund Fees and Expenses Th~s table describes the fees and expenses that you may pay if you buy and hold shares of the Fund, ANNUAL FUND OPI~RATING EXPlENS~S (expem;es [hat are dedu~ed ~rom Fund assets) ADMINISTRATIVE C~SS [nvestment Adviso~ Fees .08% Other Expenses~ .16% Total Annual Fund Operating ~xpenses .24% ' Administrative Class shareholders pay a shareholder serwcmgfee of up to ~o% of the average dady net assets of such shares The services prowded may mclude prowdmg reports and other mfbrmaNon related to the maintenance of shareholder accounts. Examples The examples are intended 1 Y~A~ 3 Y~*~S S ¥~A~S I0 V~A~S to help you compare ~he $2S SW $135 $306 cost of investing in the Fund with the cost of mvestm§ m other mutual Funds The examples assume that you revest 5~o,ooo in the Fund for the time periods indicated and reflect what you would pay ~fyou either redeemed aH of your shares or continued to hold them at the end of the periods shown. The examples also assume that your investment has a 5% return each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower than those shown. There ~s no sales charge (load) on remnvested dividends, j 6 ONE GROUP I Government Money Market Fund FUND SUMMARY: INVESTMENTS., RiSK & PERFORMANCE What is the ~oal of the Fund? The Fund seeks high current income with liquidity and stablhty of principal. What are the Fund's main investment strategies? The Fund ~nvests exclusively m high-quality, short-term securities that are issued or guaranteed by the U.S. government or by U $. government agencies and Instrumentalities. Some of the securities purchased by the Fund may be subject to repurchase agreements The Fund will comply with SEC rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of ~94o For more mformatlon about the Fund's investment strategies, please read "More About the Funds" and "PrmdpaI Investment Strategies." What are the main risks of investing in the Fund? The main risks of investing in the Fund and the circumstances likely to adversely affect your Investment are described below Before you invest, please read "More About the Funds" and "Investment Risks." MAIN RISKS Interest ,ga~e Riste. The y'teld paid by the Fund wdI increase or decrease wtth changes in short-term interest rates Net Asset Value. There is no assurance that the Fund will meet its investment object,ye of maintaining a net asset value of $1.oo per share on a continuous basis. No~ FDIC £nsured. An investment in the Fund ~s not a deposit of Bank One Corporation or any of its affihates and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to presemre the value of your investment at $~ oo per share, it is possible to lose money by mveshng ~n the Fund. I 7 FUND SUMMARY Government Money Market Fund How has the Fund performed? By showing the vanabil~ty of the Fund's performance from year to year, the chart and table below help show the risk of investing ~n the Fund. Please reraembe: that the past perfozraance of the Fund is not necessazily an indication of kow the Fund will perform in the future. Bar Chart (per calendar year), -- Administrative Class Shares The Bar Chart shows changes in the Fund's performance from year to year. Total returns assume remvestment of dividends and d~stnbutions. 8% 5.60*.4 6 -.- 5.16% 5.30% ~'~'1 0 1994 1995 1996 1997 1998 1999 2000 ZOO1 For the period from Jan uary ~, 2002, through September 30. 2002, the Fund's total return was t 28% H~stoncal performance shown.for Admm~stra bye Class prior to tts mcept~on ~s based on the performance of Class i, the anginal class offered. Prior class performance has been adjusted to reflect the d~fferences tn expenses between classes Best Ouarter: ~.58% 3Q~ooo Worst Quarter: .57% 4Q~oo~ The Average Annual Total Return Fable shows the Fund's average annual returns for the periods indicated. Average annual total returns for mole than one year tend to smooth out vanabons m the Fund's total returns and are not the same as actual year- by-year results. Average Annual Total Returns through December 3~, INCEPTION pERIIORMANCE DATe OF CLasS I YEAR S YEARS SIN¢IE 6/14193 Administrabve Class 1111/01 3.98% 5.21% 5,03% ' Historical performance shownforAdmmtstratwe Class prior to ~ts inception ~s based on the pegeormance of Class [, the original class offered. Prior class performance has been adjusted to reflect the difference~ in expenses between classes. To obtain current yield information, call toil-free ~-877-69Hn8 or visit www.one§roup.com. FUND SUMMARY Government Money Market Fund Fees and r:xpenses This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund, ANNUAL FUND OPERATING EXPENSES [expens? that are deductedj:rorn Fund assetsj ADMINISTRATIVE Investment Advtsory Fees 08% Other Expenses, .16% Total Annual Fund Operatin§ Expenses .24% Adrmmstrative Class shareholders pay a shareholder servicing.fee qf up to ;0% o. f the average daffy net ~]sset~ of such sh~res The serwces prowded may include prowdmg repo~s and other m~ormat~on related to the mmntenance o~hareholder accounts Examples The examples are intended 1 YEAR 3 YEARS ~ YEARS I0 Y£ARS to help you compare the $25 $~ $1% $906 cost of investm§ in the Fund with the cost of investm§ in other mutual funds The examples assume that you invest S~o,ooo in the Fund for the time periods Indicated and reflect what you wouid pay ffyou either redeemed all of your shares or continued to hold them at the end of the periods shown. The examples also assume that your investment has a 5% return each year and that the Fund's ope~atln§ expenses remain the same. Your actual costs may be hi§her or lower than those shown There is no sales char§e (load) on ~elnvested dividends. ~ g ONE GROUP More About the Funds Each of the three funds described m this prospectus is a series of One Group Mutual Funds and is managed by Banc One Investment Advisors Corporation, For more mformahon about One Group and Banc One Investment Advisors, please read "Management of One Group Mutual Funds" and the Statement of AddrtlonaI [nformahon. PRINCIPAL INVESTMENT STRATEGIES The three mutual funds described m this prospectus are designed to produce high current income consistent w;th liquidity and stability of principal. The pnnc~pal investment strategies that are used to meet each Fund's investment objective are described in "Fund Summaries: Investments, Risk & Performance" m the front of this prospectus. They are also described below. There can be no assurance that the Funds will achieve thmr investment objechves Please note that each Fund also may use strategies that are not described below, but which are described m the Statement of Additional Information. ONE GROUI~ INSTITUTIONAL PRIMt~ MONt~Y MARKET I:UND, The Fund invests only tn U S. dollar denominated secunhes. · The average maturity on a dollar-weighted basis of the secunhes held by the Fund wlIl be 9o days or iess. · Each security held by the Fund will mature in 197 days or less, · The Fund will acquire only those secunhes that present mzmmal credit risks. · The Fund invests exclusively m money market instruments. These include, but are not limited to, ~. corporate notes, 2, commercial paper; t. funding agreements; 4. certificates of deposit; and 5. bank obligations. · Under normal conditions, the Fund will revest at Ieast 25% or,ts total assets m secunhes issued by companies m the financial services industry, although the Fund may invest less than 25% of its total assets in that industry ff warranted due to adverse economic conditions and ~f investing less than that amount appears to be m the best interests of shareholders, The financial services industry mctudes banks, broker.dealers, finance companies and other ~ssuers of asset-backed securities · The Fund may lend ~ts securities. WHAT iS AVERAGE WEIGHTED MATURITY? maturities (that is, the term of the s~cu¥ities) of the'Individual securities in a fund calculated so as to count most heavily those securities with the highest dot[ar value. Average weighted maturity is important to investors as an indication of a fund's sensitivity to changes in interest rates. The fonger the average weighted maturity, the more fluctuation in yietd you can expect. o~ a~ouP T~ASU~¥ ONLY MO~Y MARK~ FU~O. The Fund invests only ~n U.S. dollar denominated secuntms. · The Fund invests e×duswely ~n short-term U S. Treasury bdls, notes and other U.S. obli§~t~ons issued or §uamnteed by the U.S. Treasury. If the Fund decides to chan§e this strategy, shareholders wll! be given 6o days advance not(ce. · The average m~tur(ty on s dotlar-we(§hted basis of the seeuritms held by the Fund wdl be go days or less Each security held by the Fund wdl mature in 397 days or Iess. The Fund wdl ~cqmre only those secuntms that present mimmal cre&t risks The Fund may ~end ~ts securities. ONE G~OUIo GOVERNMENT MONEY MARKET FUND. The Fund invests only m U.S. dollar denominated securities. · The Fund invests excluswdy in short-term secuntms that are ~ssued or guaranteed by the U.S. government or ~ts agendes and mstrumentaht~es, some of whmh may be subject to repurchase agreements, If the Fund demdes to change th~s strategy, sharehotders wdl be g~ven 6o days advance not~ce. · The average maturity on a doIlar-we(ghted basis of the securities held by the Fund will be 90 days or less. - Each security held by the Fund wdi mature m 397 days or less. · The Fund will acqmre only those secuntms that present minimal credit risks. · In add(t~on to fixed-rate §overnment securities, the Fund also wflI revest m vanabte and floating rate government securities and other money market funds that have s~mdar ;nvestment polities and objectwes. These money market funds must only revest tn securities w~th short-term ratings eqmvMent to or h~gher than those m which the Fund invests · The Fund may [end ~ts securities. 1I INVESTMENT RISKS The main risks associated with investing m the Funds are described below and in "Fund Summaries. Investments, Risk & Performance" at the front of this prospectus. Additional risks are described below. NET ASSET VALUE. There is no assurance that the Funds will meet their investment objectives or be able to maintain a net asset value of Sx.oo per share on a contlnuous basis F~XED raCOM[ SECURm[S. Investments in fixed income securities (for example, bonds) will ~ncrease or decrease in value based on changes m interest rates. If rates increase, the value ora Fund's investments generally declines. On the other hand, if rates fall, the value of the investments generally increases. Although money market funds limit such fluctuations by limiting the maturities of their investments, the value of your investment in a Fund could increase or decrease as the value of a Fund's investments increases and decreases to an extent greater than antimpated by the investment admsor. PREPAYMENT AND CALL RISK, Mortgage-backed securities and asset-backed securities are subject to prepayment and call risks, The issuers of these securities may be able to repay prmctpai early, especially when interest rates falI. Changes in prepayment rates can affect the return on investment and ymld of mortgage-backed and asset- backed securities. When obligations are prepaid, the Fund may have to reinvest in securities w~th lower yields, in addition, the Fund may fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting m an unexpected capital loss. DERIVATIV[S. The Funds (other than the Treasury Only Money Market Fund) may invest in securities that may be considered to be deri~ratives. These securities may be more volatile than other investments. Derwatlves present, to varying degrees, market, credit, leverage, hqmdity and management risks. WHAT IS A DERIVATIVE? Derivatives are securities or contracts (like futures and options) that derive their value from the performance of underlying assets or securities. [LLIO. UID iNVESTMENTS. Each Fund may invest up to ~o% of its net assets tn dliquid investments, A security is iihquid if it cannot be sold at approx~matdy the value assessed by the Fund within seven (7) days. Banc One Investment Admsors will follow gmdelmes adopted by the Board of Trustees of One Group Mutual Funds in determining whether an investment is dhquid. For more mformatmn about risks assocmted with the types of investments that the Funds purchase, please read "Fund Summaries Investments. thsk & Performance," Appendix A and the Statement of Additional information PORTFOLIO QUALITY AND MATURITY The qualzty and maturity of money market funds are subject to SEC rules. Quality is generally restricted to the two highest short-term ratings or their equivalent. Maturity is limited both as to total portfolio average and as to each individual security W;th respect to portfoho average, the rules limit the Fund's average weighted maturity to 9o days. With respect to each individual security, the remaining maturity ~s restricted to 39? days at acqmshlon. Moreover, the SEC rules hmlt exposure to a smg~e issuer to 5% of a &versrfied money market fund's assets (although there is no iimlt on government securities.) Subsequent to Its purchase by a Fund, a security may cease to be rated or its rating may be reduced below the mm~mum rating required for purchase by the Fund. The Fund's Board of Trustees will consider such an event m determining whether the Fund shouid continue to hold the security, ONE GROUP How to Do Business with I One Group Mutual Funds PURCHASING FUND SHARES Where can I buy shares? You may purchase Fund shares. · From Shareholder Servicing Agents These xnclude investment advisors, brokers, flnancml planners, banks, insurance companies, retirement or 4ol(k) plan sponsors or other intermediaries. Shares purchased this way will be held for you by the Shareholder Servicing Agent, and · Directly from One Group through One Group Dealer Services. Inc. (the "Distributor"). Who may purchase Administrative Class shares? Admmistrat~ve class shares may be purchased by · Institutional investors, such as corporations, pension and profit sharing plans, and foundations, and any organization authorized to act m a fiduciary, advisory, custodial or agency capacity, including affiliates of Bank One Corporation. Admmistratwe class shares are designed for investors requiring additional sep~ices. Accounts may be opened with the Funds' transfer agent, State Street Bank and Trust Company, either d~rectly or through a Shareholder Sen/ming Agent. ' if you have questions about ehg~bfl~ty, please caiI t-g77-69~-mS. When can I buy shares? · Purchases may be made on any business day. Th~s includes any day that the Funds are open for business. The Funds will be closed on weekends and days on which the New York Stock Exchange ("NYSE") or the Federal Reserve are closed, including the following holidays. New Year's Day, Martin Luther King, tr. Day, Presidents' Day, Good Friday, Memorial Day, independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving, and Christmas Day · Purchase requests wli1 be effective on the day recewed and you wdl be eligible to receive dividends declared the same day, rf such purchase orders are received: (1) before 3:oo pm. ET for the Treasury Only Money Market Fund; and (ii) before 5.00 p m ET for the Institutional Prime and Government Money Market Funds. · On occasion, the NYSE closes before 4.oo p.m. ET When the NYSE closes earl7, purchase requests received after the NYSE closes will be effectwe the following business day. Each Fund, however, reserves the right to remain open for extended hours fotlowmg an early close of the NYSE If your purchase request Is received dunng extended hours, ~t wfl! be effectwe the same business day. Purchase requests received after a Fund closes will be effective the following business day Shareholders will recewe notice at www,onegroup.com if a Fund remains open following an early dose of the NYSE. · In addltlon, the Fund's custodian, State Street Bank and Trust Company, must receive "federal funds" before the above noted times (each Fund's "cut-off time"). tf State Street Bank and Trust Company does not receive federal funds by the cut- offtime, the purchase order will not be effective until the next business day on which federal funds are tlmety rece,.ved by State Street Sank and Trust Company · [fa Shareholder Servicing Agent holds your shares, it Is the responsibility of the Shareholder Servicing Agent to send your purchase or redemption order to the Fund. Your Shareholder Servicing Agent may have an earlier cut-off time for purchase and redemption requests · The Distributor can reiect a purchase order if it does not th~nk that ~s ~s m the best interests ora Fund and/or its shareholders to accept the order · Shares are electronically recorded. Therefore, certificates will not be issued. How much do shares cost? · Shares are sold at net asset value ("NAV"). · NAV per share ~s calculated by diwdlng the total market value of a Fund's investments and other assets (minus expenses) by the number of outstanding shares. The Funds use their best efforts to maintain their NAV at SLOG, although there ts no guarantee that they wilt be able to do so. · NAV is calculated each business day as of 3;oo p.m. ET for the Treasury Only Money Market Fund and at 5 GO p.m. ET for the Institutional Prime Money Market Fund and the Government Money Market Fund. · On occasion, the NYSE wdl close before 4:GO p.m. ET. When the NYSE closes before the times hsted above, NAV wdl be calculated as of the t~me the NYSE closes, How do I open an account? ~. Read the prospectus carefully, and select the Fund or Fur~ds most appropriate for you, 2. Decide how much you want to invest. · The mm~mum mltia~ investment for Administrative Class shares ~s SLooo,ooo per Fund. · You are requtred to mam~am a mm~mum account balance equal to the mimmum italia[ investment in each Fund. · Subsequent investments must be at least $S,ooo per Fund. · These minimums may be wmved. 3. Complete the Account Application Form Be sure to sign up for ail of the account pnvdeges that you plan to take advantage of. DomE so now means that 7GU ,,vdl not have to compIete ad&tional paperwork later · Federal regulations require ali financial mstrtut~ons to obtain, verify and record ~dent~ficatton mformat~on from afl persons opening new accounts or being added to ex,sting accounts One Group cannot waive these reqmrements Account Application Forms that do not contain the reqmred reformation will be rejected. Send the completed applicatlon to: ONE GROUP MUTUAL FUNDS p.o. Box 8528 aDS'rUN, MA 02266-$528 And authorize a wire to: STAT~. STREET BANK AND TRUST COMPANY ATrN: CUSTODY AND SHAREHOLDER SERVICES ABA 011 000 028 bOA 99034167 FBO ONE GROUP FUND (EX: ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND'---ADMIN) YOUR ACCOUNT NUMBER (EX: 123456789) YOUR ACCOUNT REGISTRATION (EX: ABC CORPORATION) S. If you purchase shares through a Shareholder Seracmg Agent, you may be required to complete addItlonat forms or foIlow additional procedures. You should contact your Shareholder Servicing Agent regarding purchases, exchanges and redemptions. 6. If you have any questions, contact your Shareholder Servicing Agent or cai1 ~-877-69~-m8. Can I purchase shares over the telephone? Yes, Simply select this option on your Account Application Form and then: · Contact your Shareholder Servicing Agent or cai11-877-69I-m8 to relay your purchase instructions. · Authorize a bank transfer or m~tiate a wire transfer payable to "One Group Mutual Funds" to State Street Bank and Trust Company to the following wire address: STATE S?REET BANK AND TRUST COMPANY ATTN: CUSTODY & SHAREHOLDER ,.,l~A 011 000 028 DDA 99034167 FBO ONE GROUP FUND (EX: ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND-~-ADMIN) YOUR ACCOUNT NUMBER (EX: 123456789) YOUR ACCOUNT REGISTRATION (EX: AiSC CORPORATION) One Group uses reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, One Group will not be responsible for any loss, habihty, cost or expense of acting upon unauthorized or fraudulent instructions, you bear the risk of loss. · You may revoke your right to make purchases over the telephone by sendmg a letter to: ONE GROUP MUTUAL FUNDS ~,.o, aox 8528 aos'roN, aaa 02266~8528 EXCHANGING FUND SHARES What are my exchange privileges? You may exchaage your shares for shares of any other Fund described m this prospectus. · One Group may change the terms and conditions of your exchange privileges upon 6o days written notice · One Group does not charge a fee for chis prwdege. When are exchanges processed? Exchanges are processed the same busmess day they are recewed, prowded: · State Street Bank andTrust Company receives the request by 3:00 p.m. ET. · You have provided One Group with all of the reformation necessary, to process the exchange · You have received a current prospectus of the Fund or Funds in which you w~sh to revest. · You have contacted your Shareholder Servtcmg Agent, If necessa~,f Are there limits on exchanges? Yes. The exchange privilege ts not mtended as a way for you to speculate on short- term movements in the market. Therefore: · To prevent disruptions ~n the management of the Funds, One Group hrmts excessive exchange actwtt7. l~xchange activity is excessive if it exceeds two substantive exchange rectemptions within 3o days of each other. · Excessive exchange act~wty will resu[t ~n revocatlon of your exchange pnwlege · rn addihon, One Group reserves the right to relect any exchange request (even those that are not excessive) tf the Fund reasonably believes that the exchange will result in excessive transaction costs or othe~,~vlse adversely affe~ other shareholders. · Your shares may be automatically redeemed and your account closed fi. due to exchanges, you no longer meet the Fund's mmtmum balance reqmrement For reformation on the rmmmum reqmred balance, please read. "How do t open an account?" REDEEMING FUND SHARES When can I redeem shares? You may redeem all or some of your shares on any day that the Funds are open for business, Redemption requests received before 3 oo p m, ET for the Treasur,j' Only Money Market Fund and Soo p.m. ET for the Inst~tut~onai Prime and Government/vIoney Market Funds, wllI be effe~ve that day. All reqmred documentation in the proper form must accompany a redemption request. One Group may refuse to honor incomplete redemptron requests. How do t redeem shares? You may use any of the foIIowmg methods to redeem your shares ~. You may send a written redemption request to your Shareholder Servicing Agent, if applicable, or to State Street Sank and Trust Company at the foltowmg address. ONE GROUP MUTUAL FUNDS ~.o, aox 8528 8OSTO~, MA 02266-8528 You may use the One Group website at www onegroup.com; or You may redeem over the telephone Please see "Can [ Redeem By Teiephone2" for more information. - One Group may require that the signature on your redemption request be guaranteed by a part:c~pant m the Securities Transfer Association Medallion Program or the Stock Exchange Medallion Program, unless The redemption ~s payable to the shareholder of record; and either ~.. The redemptmn check is maded to the shareholder at the record address; or 3. The redemption ~s payable by wire or bank transfer (ACH) to a pre-ex~stmg bank account. · On the Account Application Form you may elect to have the redemption proceeds totaled or wired to, designated commercial bank, or 2. Your Shareholder Servicing Agent. Under normal con&tmns, the Funds will honor requests for same day payment ff the request ~s recewed before 3 oo p.m. ET for the Treasury Onl7 Money Market Fund and Soo p,m. ET for the Inst~tut~onai Prime and Government Money Market Funds. If redemptmn requests are received after those times, the Funds will make payment the next business day What will my shares by worth? · The NAV of shares of the Funds is expected to remain constant at SLoo per share, although there is no assurance that this wdI always be the case · You will recewe the NAV calcuIated after your redemptmn request is received. Please read "How muck do shares cost?." Can [ redeem by telephone? Yes, {fyou selected this option on your Account Apphcation Form, Contact your Shareholder Servicing Agent or call 1-877-691-m8 tO relay your redemption request. · Your redemption proceeds will be mmled or w~red to the commercial bank account you destgnated on your Account Apphcat~on Form. One Group uses reasonable procedures to confirm that instructions g~ven by telephone are genuine. These procedures include recording telephone instructions and asking for personal Identification. If these procedures are followed, One Group w~ll not be responsible for any loss, l~abfl~ty, cost or expense of acting upon unauthorized or fraudulent instructions, you bear the risk of toss ADDITIONAL iNFORMAtION REGARDING REDEMPTIONS · Your shares may be automatically redeemed and your account closed If, due to redemptions, you no longer meet the Fund's minimum balance reqmrement, For informatmn on the mm~mum reqmred balance, please read, "How do I open an account?." · One Group may suspend your ability to redeem when. ~. Trading on the NYSE is restricted 2. The NYSE is closed (other than weekend and hohday closings). 3- The SEC has permitted a suspensmn. 4. An emergency exists. The Statement of Ad&tronaI Information offers more detads about th~s process. ONE GROUP Privacy Policy One Group Mutual Funds understands that protecting your financial privacy is just as important as protecting your financial assets We are committed to the respons~bie use of information in order to prowde you with the products and services you want, when and where you want them. Th~s statement of our privacy policy' is intended to help you understand the ways in wh;ch we gather, use and protect your financmt Informahon. Key Definitions This Privacy Policy describes the way we treat nonpublic personal information that we may obtain from our customers or from consumers generally. Key terms used throughout this policy are: · Consumer-- an individual who applies for or obtains a financial product or service from One Group Mutual Funds for personal, family or household purposes, including individuals who don't have a continuing rdatzonshlp with One Group Mutual Funds. Consumers include individuals who provide nonpublic personal mformahon to our shareholder servicing representatives, but do not invest m One Group Mutual Funds. · Customer -- a consumer who has a continuing retahonshlp with One Group Mutuai Funds through record ownership of fund shares. · Nonpublicpersonal information ~ any personally idenhflable financial information about a consumer that is obtained by One Group Mutual Funds in connectmn with providing financial products and services to that consumer and which is not otherwise publicly avaflable. A telephone directory listing is an example of public information. Collection of Nonpublic Personal Information We collect Information to service your account, to protect you from fraud, and to make available products and services that may be of interest to you. We collect nonpubhc persona[ mformahon about you from the following sources. · Informahon we recmve from you on applications or other forms, on our webslte or through other means, · information we receive from you through transactions, correspondence and other communications with us, and · Information we otherwise obtain from you tn connection w~th providing 7ou a financla[ product or service, Information Sharing with Non-Affiliated Third Parties We do not share any nonpublic personal Information about our customers or former customers with anyone, except as required or permitted by law This means we may disclose alt of the reformation we collect, as described above, to companies who help us maintain and service your account. For instance, we wlli share information with the transfer agent for One Group MutuaI Funds. The transfer agent needs thls information to process your purchase, redemption and exchange transactions and to update your account, In addition, we may share nonpubhc personal information to protect against fraud, to respond to subpoenas, or as described in the followin§ sectron. Information Sharing with Joint Marketers We also may share the mformatmn described above in Collection of Nonpublic Personal Information with broker-dealers and other finance, al intermediaries that perform marketing services on our behalf and with whmh we have loint marketing agreements. However, we only prowde information about you to that broker-dealer or financial mtermedmry from whom you purchased your One Group shares. In addition, our ~oint marketing agreements prohibit recipients of this information from dlsclosmg or using the reformat;on for any purpose other than the purposes for which it ~s provided to them Children's Online Privacy Act Disclosure From our webs~te, One Group Mutual Funds does not knowingly collect or use personal mformat~on from children under the age of ~3 w~thout obtmmng verifiable consent from their parents Should a chdd whom we know to be under 13 send personal mformat~on to us, we wl[l only use that mformat~on to respond d~rectly to that chdd, seek parental consent or provide parental notice. We are not responsible for the data collect~on and use practices o~ nonaff~hated third purees to which our webs~te may hnk. Security For your protection, One Group Mutual Funds maintains security standards and procedures that we continually update to safeguard a§a~nst unauthorized &sdosure of informatmn or access to information about you.- We restrict access to nonpublic personal information about you to those ind~viduals who need to know that mformat~on to provide products and services to you. We maintain physmal, electronic and procedural safeguards that comply with federal regulations to guard your nonpubhc personal information. One Group Mutual Funds' Privacy Commitment One Group Mutual Funds ts committed to protecting the privacy of our customers, but we understand that the best protection requires a partnership with you We encourage you to find out how you can take steps to further protect your own privacy by visttmg us online at www onegroup.com ONE GROUP® Shareholder Information VOTING RIGHTS The Funds do not hold annual shareholder meetings, but may hold special meetings. The special meetings are held, for example, to elect or remove Trustees, change a Fund's fundamental investment objective, or approve an investment advisory contract. As a Fund shareholder, you have one vote for each share that you own. Each Fund, and each class of shares within each Fund, vote separately on mai~ers relating solely to that Fund or class, or which affect that Fund or class differently However, all shareholders will have equal voting rights on matters that affect all shareholders equally. DIVIDEND POLiCiES Dividends The Funds generafly declare divldends on each business day Dtvldends are distributed on the first business day of each month. Capttai gains, if any. for all Funds are distributed at least annually. Dividend Reinvestment You automat:cally will receive ail income diwdends and cap~tal gan distributions m add~honal shares of the same Fund and class, unless you have elected to take such payments m cash. The price of the shares is the NAV determined immediately following the dividend record date. Reinvested dividends and distnbuhons receive the same tax treatment as dividends and distribuhons paid in cash. If you elect to receive distnbuhons in cash and the U S. Postal Service twice returns your check to One Group as "undehverabIe", your check will be credited back to your One Group account and all future distnbuhons will be reinvested In One Group shares. If you want to change the way in which you receive dividends and distributions, you may write to State Street Bank & Trust Company at ?.O. Box 8528, Boston, MA 022(56-8528, at least ,15 days prior to the distribution. The change ~s effechve upon receipt by State Street. You also may change the way you recewe d~vidends and distributions by calling x-877-69~-mS. TAX TREATMENT OF SHAI:~EHOLDERS Taxation of Shareholder Transactions A sale, exchange, or redemption of Fund shares generally may produce either a taxable gan or a loss. You are responsible for any tax liabilities generated by your transactions. For more information about your specific tax situahon, please consult your tax advisor Taxation of Distributions Each Fund will distribute substanhaliy all of its net investment income. Dividends you receive from a Fund, whether remvested or received in cash, will be taxable to you. Diwdends from the Fund's net investment mcome (generally, all of the Fund's net investment income) will be taxable as ordinary income. D~wdends paid in January, but declared in October, November or December of the previous year, will be considered to have been paid ~n the prewous year Tax I~formation The F9rm ~o99 that ~s mailed to eligible taxpayers in January details your dividends and their federal tax category. Even though the Funds provide th~s mformatlon, you are responslb[e for verifying your t~-~< [iability with your tax prefess~onal. For additional tax information, see the Statement of Additional Information. Please note that this tax discussion is general m nature; no attempt has been made to present a complete explanation of the federaI, state, local or foreign tax treatment of the Funds or their shareholders. 'SHAREHOLDER ,STATEMENTS AND REPORTS One Group or your Shareholder Servicing Agent wilt send you transaction confirmatmn statements and quarterly account statements. Please review these statements carefully. One Group will correct errors ~f notified within one year of the date printed on the transaction confirmation or account statement Your Shareholder Senacmg Agent may have a different cut-off time. To reduce expenses and conserve natural resources, One Group w~iI deliver a stogie copy of prospectuses and financial reports to individual investors who share a residential address, prowded they have the same last name or Or, e Group reasonably believes they are members of the same famflF. If you would like to receive separate mailings, please cai1 ~-877-69~-m8 and One Grouv wflI begin indimdual delivery within 3o days. If you would hke to receive th~se documents by e-magi, please vis~t www onegroup.com and sign up for etectron:c delivery. If you are the record owner of Four One Group shares (that ~s, you d~d not use a Shareholder Servicing Agent to buy your shares), you may access your account statements at www.onegroup.com. In March and September, you wilt receive a fmancmi report from One Group. In addition, One Group wflI periodically send you proxy statements and other reports. If you have any questions or need additional mformatior~, please write to One Group Mutual Funds at m~ ?Glans Parkway, Columbus, OH 432%-~235, cai1 x~877- 691~1118 or visit www onegroup.com. Management of One Group Mutual Funds THE ADVISOR Banc One Investment Advisors (m~ Polaris Parkway, P.O. Box 71o2n, Columbus, Ohlo 43271-o2~1) makes the day-to-day investment decisions for the Funds and continuously reviews, supervises and administers each Fund's investment program. Banc One Investment Advisors performs its responsibilihes subject to the supervision of, and policies estabhshed by, the Trustees of One Group Mutual Funds. Banc One Investment Advisors has served as investment admsor to the Trust since ~ts inception. In addition, Banc One Investment Advisors serves as investment advisor to other mutual funds and individual corporate, charitable and retirement accounts. As of June 3o, 2002, l~anc One Investment Adwsors, an indirect wholly- owned subsidiary of Bank One Corporation, managed over $~48 billion in assets. ADVISORY FEES Banc One Investment Advisors ts prod a fee based on an annual percentage of the average daily net assets of each Fund. For the most recent fiscal year, the Funds prod advisory fees at the fotlowmg rates: ANNUAL RATE AS PERCENTAGE OF FUND AVERAG~E DALLY NET ASSETS One Group® Institutional Prime Money Market Fund .08% One Groupe Treasury Only Money Market Fund .08% One Group® Government Money Market Fund .08% ONE Financial Highlights The Financial H~ghhghts tables are intended to help you understand the Fund's performance for the last five years or the penod of the Fund's operations, whichever is shorter. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment tn the Fund (assuming reinvestment of ail dividends and &stributmns). Thls reformation for the Fund has been audited by PncewaterhouseCoopers LLP whose report, along with the Fund's financial statements, is incorporated by reference m the Statement of Additmnal Informatmn, which is avmlable upon request INSTITUTIONAL PRIME MONEY MARKET FUND ADMINISTRATIVE CLASS 2001 TO JUNE ]0, NET ASSET VALUf:, 5EGINNI NG OF PERtOO $ ! 000 Investment Actw~tms. Net investment income 0013 Distnbutmns Net investment income (o ol3) NET A~;SET VAi. UE, END OF PERIOD $ 1 000 Total Return 129%(~) RATIOS/SUPPLEMENTARY DATA: Net assets, end of period (0003) Ratio of expenses to average net assets Rat~o of net investment income to average net assets Ratio of expenses to average net assets' TREASURY ONLY MONEY MARKET FUND ADMINISTRATIVE CLASS $543.963 0 2S%(c) I 0 27%(c) NOVEM~BER ], 2OO1 TO JUNI~ 30, 2002 (^) NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 Investment ^ctlvities Net investment Income o Oil D~stnbutlons. Net investment income (O 011) NET ASSETVALUE, ENO OF PER:tOD $ ! 000 Total Return 1 ll%(s) RATIO ~;/SUP PLEM~; NTAR¥ DATA: Net assets, end of period (ooo's) Ratio of expenses to average net assets o 2 Ratio of net investment income to average act assets 1 Ratio of expenses to average net assets' o 24%[c) 'During the period, certa,n fees were reduced ',f such fee reauct;ons had not oczurred, tl'e rat,os would have been a~ indicated, (A) ~er:od j~om commencement o/ op¢~ttons (B) Nor (C) Annual,zed GOVERNMENT MONEY MARKET FUND ADMINISTRATIVE CLASS 2001 zo JUNE ~oo2 (A) NET ASSET VALUE~ ~EGINNING OF PERIOD Investment Actimties, Net investment income 0 012 Distributions. Net investment income (0.012) NET ASSET VALUE, END OF PER[OD $ 1000 Total Return 121%¢) RAT[OS/SUPPLEMENTAN:y DATA: Net assets, end of period (ooo's) $81.789 Ratio of expenses to average net assets 0 24%(c) t~atlo of net ;nvestment income to average net assets 172%¢) Ratio of expenses to average net assets' o 24%(¢) 'During the penod, certain fees were reduced. If such/ce reductions had not occurred, the ratios would have been as md~cated, (A) Period from commencement of operations (B) ~lot annuahzed (C) Annuahzed. J 26 O N E G R O U P , Appendix A iNVESTMENT PRACTICES The Funds invest in a variety of secuntms and employ a number of investment techniques. Each security and technique involves certmn nsks. What follows is a list of some of the securities and techniques utilized by the Funds, as well as the risks ~nherent in thmr use Fixed income securities are primarily influenced by market, credit and prepayment risks, although ceaam securlhes may be subject to additional risks. For a more complete discussion, please see the Statement of Additmnal Information Followmg the table is a more complete discussion of risk FUND NAME FUND CODE One Oroup~ Institutional Prime Money Market Fund 1 One Group~ Treasury Only Money Market Fund 2 One Group. Government Money Market Fund ~ Fund Risk Instrument Code Type U S. Treasury Obhgations: Bills, notes and bonds. '*-3 Market Treasury Receipts' TRs, TIGRS and CATS. ~ Market U.S. Government Agenc~ Securmes: Securttms issued by ~, 3 Market agencies and instrumentalities of the U.S, §overnmen~. These Credit include Fannie Mae and Freddie Mac obligations. Cert~icates o/Deposit: Negotiable instruments with a stated 1 Market maturity. Credit L:quidity Time Deposits: Non-negoflabIe receipts ~ssued by a bank m ~ Liquidity exchange for the deposit of funds, Credit Market Repurchase Agreements. The purchase of a security and the ~, 3 Credit s~muitaneous commitment to return the security to the setter Market at an agreed upon price on an agreed upon date, This ~s L~qul&ty treated as a loan, J ~7 Instrument Fund Risk Code Type Securities £endmg. The lending of up to 33 Y~% of the Fund's total assets, tn return, the Fund w~ll receive cash, other secunhes and/or letters of cyedlt. Credit Market Leverage When-Issued Securtttes and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date. Market Leverage Liquidity fnvestmen t Company iecu rtties: Shares of other money market mutual funds, including One Group money market funds and shares of other money market mutual funds for which Banc One Investment Advisors or its affiliates serve as investment adwsor or administrator. 13anc One Investment Advisors wall wmve certain fees when investing in funds for which it serves as Investment advisor, to the extent required by law. Market Extendable Commerczal Notes: VanaNe rate notes wMch normally mature w~thm a short period of hme (e.g., one month) but which may be extended by the issuer for a mammum maturity oft3 months. Market Credit Liquidity Bankers'Acceptances. Bdls of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are §enerally six months ar less. Credit Liquidity Market Commercial Paper. Secured and unsecured short-term prommsory notes Lssued by corporabons and other entities. Maturities generally vary from a few days to nine months. Credit Liqmd~ty Market Foreign Securities; Commercial paper of foreign ~ssuers and obligations of foreign banks, overseas branches of U.S banks and supranational enhhes. Market Pohtical Liquidity Foreign Investment Restricted Secuntles Securities not registered under the Secuntms Act of x933, such as prwately placed commercial paper and Rule M4A secuntms. Liquidity Market Vartable and Floating ,~ate [n$truments Obhgahons w~th interest rates which are reset dady, weekl7, quarterly or some other period and wNch may be payable to the Fund on demand. Market Credit Uqmdlt7 Instrument Fund Code Risk Type Mortgage-Backed Securities: Debt obligations secured by real estate loans and pooIs of Ioans These include coilaterahzed mortgage obtigations ("CMOs") and Rea[ Estate Mortgage Investment Conduits ("REM[Cs"). Prepayment Market Credit Regulatory Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by a Fund. Market Liquidity Management Mumctpal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include private activity bonds and industrial development bonds, as welI as General Obligation Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, other short-term tax-exempt obligatlons, municipal Ieases, obligations of mumclpaI housing authorities and single famll7 revenue bonds. i Market Credit Political Tax Regulatory Short-Term Fun&ng Agreements: Agreements issued by banks and highly rated insurance companies such as Guaranteed Investment Contracts ("GICs") and Bank Investment Contracts Market Credit Dqmdity Part~c~pat:on [nterests. interests in municipal securities, including municipal ieases, from financial institutions such as commercial and investment banks, savings and loan associations and insurance companies. These interests may take the form of partlc~pations, beneficial interests in a trust, partnership interests or any other form of indirect ownership that allows the Funds to treat the income from the investment as exempt from federal income tax i Credit Tax Market Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, credit card receivables and other securities backed by other types of recewabies or other assets. Prepayment Market Cred2 Regulator7 iNVESTMENT R~SKS Below is a more complete discussion of the types of risks inherent in the securities and investment techmques hsted above. Because of these risks, the value of the securmes m the Funds may fluctuate. If these fluctuatlons are sufficmntly strong (despite the fund's efforts to control them) the value of your investment w~ll be affected Certain investments are more susceptible to these risks than others. · Cre&t £~s~e, The risk that the issuer of a security, or the counterparty to a contract, w~ll default or otherwise become unable to honor a financial obhgatzon. Credit risk is generally higher for non-investment grade securmes. The price and hquidity of a secumy can be adversely affected prior to actuai default as its credit status deteriorates and the probaNIity of default nses. · Foreign Investment Risk. R~sks associated with higher transaction costs, delayed settlements and adverse economic developments. · £everage Risk. The risk associated with securities or practices that multiply small index or market movements into large changes in value. Leverage ;s often assocmted w~th investments m derivatives, but also may be embedded directly in the charactenst~cs of other secuy~tms · Liqui&~,?~sk. The risk that certain securities may be difficult or impossible to sell at the hme and the price that normally prevmls m the market. The seller may have to tower the price, sell other secuntms instead or forego an investment opportunity, any of wNch could have a negative effect on fund management or performance. This includes the risk of missing out on an investment opportumty because the assets necessary to take advantage of ;t are t~ed up in less advantageous investments. · Management Risk. The risk that a strategy used by a Fund's management may fatI to produce the intended result. This includes the risk that changes in the value of a hedging instrument w~ll not match those of the asset being hedged. Incomplete matching can result m unanticipated risks. · Mar~etg~sk. The risk that the market value ora security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price or~g[nally paid for It, or Iess than it was worth at an earlier time. Market risk may affect a s~ngle ~ssuer, industry, sector of the economy or the market as a whole. There also is the risk that the current interest rate may not accurately reflect exlstmg market rates For fixed ,ncome securities, market risk m largely, but not exclusively, influenced by changes ~n interest rates. A rise in interest rates typically causes a fall mvaiues, wh~le a fall m rates typmaliy causes a rise m vatues. Finally, key information about a security' or market may be inaccurate or unavailable 3o Political Risk. The risk of losses attributable to unfavorable governmental or political actions, seizure of foreign deposlts, changes in tax or trade statutes and governmental collapse and war. Prepayment Risk. The risk that the principal repayment of a security will occur at an unexpected t~me, especially that the repayment of a mortgage- or asset- backed security occurs either s~gnificantly sooner or later than expected. Changes m prepayment rates can result in greater price and yleld volatility. Prepayments generally accelerate when interest rates dechne. When mortgage and other obhgatlons are pre-pald, a Fund may have to reinvest in securities with a lower yield Further, with early repayment, a Fund may fall to recover ad&tionai amounts (i.e, premmms) paid for securmes with higher interest rates, resulting m an unexpected capital loss. Regulatory,9tsk. The risk associated with federai and state laws which may restrict the reme&es that a lender has when a borrower defaults on loans, These laws include restrictions on foreclosures, redemption rights after foreclosure, federal and state bankruptcy and debtor reIief taws, restrictions on "due on sale" clauses and state usury laws. Tax R~sk. The risk that the issuer of the securities will fail to comply w~th certain requirements of the Internal Revenue Code, which could cause adverse tax consequences. Also, the ask that the tax treatment of mumclpal or other securities could be changed by Congress thereby affecting the value of outstanding securities. If you want more information about the Funds, the following documents are flee upon request: Annual/Semi-Annual Reports. AddiUona~ information about the Funds' investments is available m the Funds' annual and semi-annual repo~s to shareholders, In each Fund's annual report, you will find a discussion of the market cond2ions and investment strate§~es that significantly affected the Fund's performance dunng its last fiscal year. Statement of Additional Info:marion ("SAI'). The SAI provtdes more detailed tnformatlon about the Funds and is incorporated into this prospectus by reference. How Can I Get More Information? You can get a free copy of the semi-annual/ annual reports or the SAI, request other reformation or discuss your questions about the Funds by calling z*877*691-mS, or by writing the Funds at ON£ GROUP~, MUTUAL FUNDS 1111 POLARIS PARKWAY COLUMBUS, OHIO 43271-1235 OR VISITING WWW.OIqEGROUP,COM You can also review and copy the Funds' reports and the SAI at the Public Reference Room of the Securities and Exchange Commission ("SEC") (For reformation about the SEC's Public Reference Room cai11-2o2-94~-8o9o). You can also get reports and other reformation about the Funds from the EDGAR Database on the SEe's web site at httpWwww sec.gov. Copies of thls information may be obtained, after paying a copym§ charge, by electronic request at the followmg e-mad address. publicmfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 2o$49-o~o2 (investment Company Act File No. 8n-4236) TOG-Fq4o (u/o2) ONE ~ GROIJP, K BANK ONE, NA COLLATERAL EXHIBIT Bank One, NA intends to select securities from the Collateral Exhibit and the Federal Reserve Bank of Chicago will serve as custodian. The Public Fund may request to (a) pledge securities selected by Public Fund or (b) deposit securities with any custodian other than the Federal Reserve Bank of Chicago. All selections of securities or custodians are subject to the approval of Bank One, NA, which approval shall not be unreasonably withheld. In the event, Bank One, NA requests substitution of collateral, the Public Fund agrees to provide a written release on a form provided by Bank One, NA within 48 hours of request. U. S. Treasury Bills U. S. Treasury Notes U. S. Treasury Bonds Federal National Mortgage Association Agencies Federal Farm Credit Bank Agencies Federal Home Loan Bank Agencies Federal Home Loan Mortgage Corporation Pools Federal National Mortgage Association Pools Government National Mortgage Association Pools Federal National Mortgage Association REMIC CMO's (No variable rates or ofiginat maturities longer than 10 years will be pledged) Federal Home Loan Mortgage Corporation REMIC CMO'S (No variable rates or original maturities longer than 10 years will be pledged) Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated not less than "A" or its equivalent Securities Safekeeping Manage your safekeeping account and investment portfolios more effectively and receive timely, accurate transaction reporting. Whether you are a financial or educational institution, corporation, government or public agency, insurance company or individual, you need timely, accurate transaction reporting to meet your safekeeping requirements. Designed to help you manage your safekeeping account and investment portfolios more effectively, our Securities Safekeeping services settle security trades directly with the Federal Reserve Bank and Depository Trust Cfearing Corporation. Securities Safekeeping services are provided by Bank One, NA, Corporate Banking Operations. We also offer other settlement services, ~ncluding notification of maturing and called securities. [n addition, Securities Safekeeping provides you with timely notification of corporate actions, such as industry calls, acquisitions, tenders, puts and stock splits. You can can collateralize investments effectively and securely to meet regulatory requirements. CottateraJization is a tri-party agreement in which the National Securities Safekeeping customer owns a security that is pledged to another entity. In addition, our Securities Safekeeping Online services allow our safekeeping and investment portfolio customers to view, print and download account documents and access forms online, 24 hours a day, seven days a week. We use a secure Internet connection and 128-bt encryption -- the industry standard for secure online transactions -- to help prevent unauthonzed access and safeguard your data. Our National Securities Safekeeping team helps financial, public and private institutions manage their secunty portfolios. We also assist investment portfolio customers by answering questions and resolving complex issues to provide you with the best solutions. Access safekeeping and investment portfolio account documents via the Internet Settle security trades d~rectJy through the Federal Reserve Bank and Depository Trust Clearing Corporation Collateralize investments to meet regulatory requ ~rements Receive accurate and timely notification of industry catls, acquisitions, tenders, puts and stock sphts Your Financial Solutions Team delivers individual answers by prowding ideas to energize your business. For more mforrnat~on, call us, or v~s~t us c,t https'//safekeepmg bankone corn ~c) 2003 Bank One Co~'po~'alton Globalrreosur¥Ser~ces05/[4/03 Member FDiC Securities Safekeeping Securities Safekeeping Services Whether you purchase securities through a representative of our affiliate, Banc One Capital Markets, or an ex~ernaI broker, you can use Securities Safekeeping services to keep track of interest payments, diwdends, maturities and corporate actions. We collect and distribute principal and interest from paying agents and depositories. Securities Safekeeping can also help when you must pledge a security as collateral against a loan, or keep a security on deposit with a state government agency Securities Safekeeping provides investment portfolio services to track the amortization, accretion and accruals of your securities and s'peciaJ reporting when you need it for your board of directors and auditors. Direct Securities Settlement In addition to settling your trades directly w~th the Federal Reserve Bank and Depository Trust Clearing Corporation, we offer notification of maturing and called securities, daily collection and disbursement of income for held securities, asset pledging for collateral purposes and reporting of audit verifications of customer holdings. With Securities Safekeeping, each trade is settled on its actual settlement date so that you don't pay for a trade until ~t settles. Corporate Actions Securities Safekeeping provides you with accurate and timely notification of corporate actions, including industry calls, acquisitions, tenders, puts and stock splits. In every notification, we clearly outline the corporate actions that d~rectly affect the assets you hold m your account and that require your approval before processing. Collateral Management When you neect to collateralize investments to meet local, state or other government agencies' regulatory requirements, Securities Safekeeping provides that service efficiently and securely. You can keep track of the securities that you have pledged as collateral. Online Services If you are a Bank One safekeeping and investment portfolio customer, Securities Safekeeping Online services let you see, print and download account documents and access forms online around the clock. You are able to access current documents and up to two years of bstorical data. With Secunties Safekeeping Online services, you receive timely delivery and retrieval of important account information at no additional cost. Security Advanced security features help prevent unauthorized access and safeguard your data against theft or manipulation. Additionally, your data ~s protected with 128- bit encryption -- the industry standard for secure online transactions. lnternet Based Our Intemet-based solution eliminates the need to download and maintain software, while increasing the availablity of our service. This helps you reduce costs wh~le providing around-the-clock access to the information you need. For more reformation, call us, or v~s~l us at htlps//safekeeping.bankone corn ,.c) 2003 Bank One Corpora~on Globol Treosu~j Ser~ces05/l~l/03 Member FDtC Securffies Sa el<eeping Online View, print and download safekeeping and investment portfolio account documents and access forms online. If you need a better way to receive and access key account information quickly, consider our Securities Safekeeping Onhne services. Secunt~es Safekeeping services are provided by Bank One NA, Corporate Banking Operations. These services let you convementty view, pnnt and download documents from your safekeeping and investment portfolio accounts as well as access forms anytime, anywhere, via the tnternet -- at no additional cost. When you log onto Securities Safekeeping Online's secure Web site, you can access current and histoncal account documents. You are able to retrieve credit advices, maturity notices, call notices, custody receipts, monthly statements and investment portfolio reports. Securities Safekeeping Online allows you to create user IDs for each member of your staff, enabling employees to view information simultaneously. You determine whether your staff can access all or selected safekeeping and information repoding accounts. With Securities Safekeeping Online, you can also download your holdings text files into any spreadsheet or database application, 24 hours a day, seven days a week. To help provide security and confidentiality of your account information as well as help prevent unauthorized access, we use a secure Internet connection and 128~bit encryption --the industry standard for secure online transachons. In addition, access is controlled by the utilization of user IDs and passwords. · View, pr, nt and download ~mportant account information via the Internet ,, Retrieve up to two years of historical data Establish multiple user IDs so your staff can view account ~nformation simultaneously · Help provide confidentiality of account information j Download your hoIdings' text files into spreadsheet or database applications Your Financial Solutions Team delivers individual answers by prowding ideas to energize your business. For more information, call us, or v~s~t us at h~tps//safekeep,ng.bankone corn ~c'~ 2003 Bcmk One Co,rpora non GlobolT~eosur'tServ'ces05/14/03 Member' FDIC BANK ONE National Securities Safekeeping Buy/Sell/Accept/Deliver Fee Through Banc One Capital Markets No Charge Through External Broker ............ $30.00 ........ Monthly Receipt Ho_lding Fee $2.75 Pledge/Release Fee ....... $:~2.00 Maturity/Call Fee .... $:~5.00 Mortgage-backed Principa! .Paydown Fee .... $10.00 ]:nvestment Portfolio Service.. (Bond Acco~.ntincj Reports) . Securities Safekeeping Online Services ........ No Charge Buy Purchase of a security, payment of funds and receipt of securities on settle date Sell Sale of a security~ receipt of funds and delivery of securities on settle date Accept Receipt of securities, no payment of funds to delivering agent Deliver Delivery of securities, no receipt of funds Monthly Receipt Holding The holding fee is the charge to hold your security; collect and distribute income Fee payments on your security; and produce and deliver (either by mail or by Securities Safekeeping Online Services) credit advices, account verification statements, maturity and/or call notices, and custody receipts. Pledge A pledge is a hold on a security used as collateral or as a surety bond Release A release removes the hold and releases the security held as collatera{ Maturity The receipt of funds and delivery of securities on a scheduIed maturity date Call The receipt of funds and the detivery of securities on a date prior to scheduled maturity at the discretion of the issuer Mortgage-backed The payment of a portion of the principal baIance of a security that is backed by a pool Principal Paydown of mortgages or assets Investment Portfolio Bond accounting reports that provide information for accounting, management, and call Service reporting purposes. This product is most often used by Correspondent Banks. Revised October 7, 2002 BANK ONE NATIONAL SECURITIES SAFEKEEPING DELI:VERY :[NSTRUCTI*ONS DEPOSITORY CUT OFF TIME FEDERAL RESERVE EFFECTIVE: ABA # 071000013 BONE O/C1032 SAFEKEEPING ACCT NUMBER AND NAME 2:00 CST 2:15 CST - REVERSALS DTC: DTC #2613 2:00 CST AGENT ID #29315 INST #29360 2:15 CST - REVERSALS SAFEKEEPING ACCT NUMBER AND NAME EUROCLEAR/CEDEL: EUROCLEAR # 23849 NC CHASE LONDON FFC BANK ONE 25030 INFO RECEIVED BY 10:00A. M. CSTTWO DAYS PRIOR TO SETTLEMENT DATE CASH WIRES: ABA #103000648 SAFEKEEPING ACCT #$62015101000702 REF: SAFEKEEPING ACCT NUMBER AND NAME PHYSICAL DELIVERY NEW YORK CLEARANCE BANK ONE 2613 CIO NY WINDOW 55 WATER STREET 1sT FLOOR, OLDSLIP ENTRANCE FAO NAT'L SAFEKEEPING NEW YORK, NY 10041 PHYSICAL DELIVERY(FREE) & CORRESPONDENCE BANK ONE OKLAHOMA ATTN: SAFEKEEPING DEPT 6TM FLOOR OK1-1075 100 N BROADWAY OKLAHOMA CITY, OK 73102 If you have any questions, call Safekeeping at 1-800-888-0241. Fax trades to 405-231-7389 and pledges to 405-231-6483. Modified 05/03 L City of Denton Implementation Plan ..... RespOnsible Service Process Party Bank One~ Time Line C~llateralization of 1. Execute Fed Agreement ,,,Customer 3 days ..... balances 2. Implementation form to Bank One 1 day National Collateral Management 3. Copy of signed Fed Fed/. Bank 5 days , ~greemen, t to. Customer One .... Setup 1. Execute agreement Customer I day Safekeeping/Securities Clearance Account 2. ProCess implementation Bank One 3 days forms and set up service Responsible Service Process party Bank One ,Time Line Merchant' 1. Identify Accounts needed Customer 1 day Services/Paymentech 2. 'Execute Agreement/other CuStomer 3 days requiredforms 3. Process implementation Bank One 5-10 business days forms and set up on Bank One data base; call to schedule testing ,, City of Denton Implementation Plan ........ Responsible Service Process Party Bank One Time Line Al'l"Services " 1. A~sign Accounts and Bank One 1 day Account Numbers - Signature Cards ......... - Business Resolutions 2. Ex~c~i~"Signature Ca'r~s Customer 1 day - Treasury Management ... and Business Resolution ......... Service Agreement 3. Execute Required ~uStomer i day .................. Agreements and Bank One .... information Reporting 1. Complete Questi(~'~'~aire Customer 1 day The One Net Information or One Connection for 2, Process implementation' Bank one' 5 business days after' Windows Reporting forms and set up service step 1 is completed Questionnaire ~ull Accouni"Reconciliation 1. Complete Transmission Customer 1 day with Positive Pay and CD Services Request Form Rom Imaging ......... 2. Provide account and Customer" 1 day contact information 3. Process Implementation Bank One 10 B~i~ess days after Forms and prepare steps 1 and 2 are database; contact Customer completed to schedule transmission testing 4. Conduct testing of incoming Customer and" 10 to business days and outgoing files Bank One depending on success of testing 51' Notify ARp department of Bank O~e 1 day after successful successful testing and testing prepare to receive live transmission "6. Send issue file transmission Customer .... 1 day after Customer has to Bank One been notified of promotion to live production ..... 7. Verify issue file &'nd clean Bank One 3 days after issue file is up any "paid no issues"; received activate Positive Pay and all other reconciliation services City of Denton Implementation Plan ' ' I Responsible Service ProcessI Party Bank One Time Line ACILi '~ Direct Transmission 1 .' 'Identify ACcounts Customer ... i day 2, Complete TransmiSsion- Customer 1 day Service Request Form, VRU Access Form and ACH calendar 3. ProCess implementation Bar~k One 10 busi"n'~ss 'days .................... forms and set up on Bank One data base; call to schedule tes~.ing 4, Transmission testing Bank One and .... 10 business days Customer 5. Notify Bank One ACH of Bank One 3 business days successful testing and complete the setup on our database for receipt of first transmission from Customer. Wire Transfer 1. Complete and sign all set Customer 1 day ...uP forms for wire transfer 2'.' Process forms'and mail out '[~ank One 5 business days confirmation, PIN numbers and instructions M Request For Proposal (RFP) PAYMENT PROCESSING SERVICES City of Denton Prepared on December 5, 2003 by: Brian W. Sklrbe Account Executive 601 Elm St., Suite 7130 Da[tas, TX 75201 (214)849~3534 Brian.Skirbe(~Pavmentech.com DISCOUNT RATE DETAIL: "i'~'-':a,i~'*,:"~':i* ',,?'II '~ ~ %'?' · ",!.~ !;!"i" ~' ' ~ ...... ' ....... ! ...... ~'~': ~ ~'- .',: ""~, -' ,!~.~L:~'"~, '¥";:*~'- :''"'". ,~ ' ' ~ " Visa/MC Card Present (Qualified) 1.74% · Industw-wide changes in MasterCard and Visa, Int, erch_an_qe.or OueslAsses,s,,me~ts, will be, passed throuqh at cost with 30 days written notice, (attached pri,,cinq, includes Visa interchanqe, increase effective Auqu,st ,2003), Other Fees $0,00 Bankcard Transaction --American Exl~'r~s~dBis¢°ver Q'Oice Authorization , ., $0.65 . . Monthly S~rvice ~;harl]e ..... .W_.aived Chargeback H~dlin~ ...... . .............. ' ....... . $10.00 Statement Fee (per location) ...... Waived ........... Waived AnnUal Fee ... ~,-ReProgram/ Set-u. p Fee ....... , ....... Waived Waived Minim. u~? Monthly Discount Fee ............................ ACH Return Fee .................................. $25.00 /i, ddress Verification Service . No"~ar§~' ........ Waived Batch Fee ....... $~'Pplies (per location)_ ~_ Waived ReSource_ __Online.(Web-based repartincJ) ............ ...... .... $0 03 Intemet Transaction, Fee. (4 Intemet sites} ...... City of Denton -2- Page: 1 Document Name: untitled LIST TRANSACTION HISTORY mINK 201 RANK ONE TEXAS ".COUNT NDA ~ 13:52:08 BK 12/02 EATRNEST PG 1 OP 12/02 MORT + BANK ONE COMMERCIAL LST STMT 11/28/2003 REFKESHED 12/01/2003 F~NTER "I" TO INQUIRE ON A TR3%NSACTION T REJ ~M/DD ~.MOLINT Y CD T/C SE.q NUM 12/01 43.97'' A 176 MERCHANT BNKCD nEPOSIT 11/28 89,30 A 176 MERCKANT BNKCD DEPOSIT 11/28 70,35 A 176 M~RCEANT BNKCD DEPOSIT 11/26 74.96 A 176 ~%ERCKA=NT BNKCD DEPOSIT 11/25 t3G.20 A 176 MERCHA~ BNKCD DEPOS IT 11/25 77.39 A 176 MERCHANT RNKCD DEPOSIT COMMAND> Fl=HELP ~EFERENCE DESCRIPTION 000261334680 ACH DEPOSIT 0000000003092 CCD 000267524759 ACH DEPOSIT 00000000Q3092 CCD 000268071114 ACH DEPOSIT 0000000003092 CCD 00026543~594 ACH DEPOSIT 0000000003092 CCD 000260%S7507 ACH DEPOSIT 0000000003092 CCD 000260249583 ACM DEPOSIT 0000000003092 CCD LAST REQUEST COMPLETED SUCCESSFULLY FP=BREA/~ F3=EX!T F7=RACMWk~D FS=FORW/LRD F!5=EXITAPPL on the horizon I'm sure I don't need to remind you that :his time last year, the marketplace was very different. The economy was unbelievably strong and as it continued :o gain momentum, businesses were scrambling just to service their expanding customer bases,Almost overnight, the economy has slowed. A marketplace :hat once seemed to offer limitless opportunity and growth potential is now more competitive. While there's no way to predict what will happen on the Dow today or tomorrow, one thing you can count on is Paymentech will continue to provide you the same reliable, quality electronic payment solutions you've always been used to. study by Jupiter Media Metrix, 70% of the consumers that responded stated they would spend less money at a retailer's brick-and-mortar store if they were dissatisfied with the shopping experience at the retailer's website. Customers expect consistent service .whether it's online or in a store, So we'll help you ensure their shopping experiences are consistently positive at both your physical and virtual locations by continuing to provide you innovative product tools like physical and virtual Gift Card, online reporting and eFraud in addition to our fasr~ dependabIe authorization and capture services. As your payment processor, we will work to earn your business every day. Regardless of the economic climate, we will continue to focus on servicing you. We not onty want to ensure you~' business thrives today, but we want to help prepare your business for Whatever lies, ahead. At Paymentech, our priorities are set by our customers--not the economy. We trust our customers and rely on you to tell us what payment solut!ons, ~'0u' need: Every,la~&l ' of our o,rganizadon-'f~om' the very top to the very, bottom-is committed to this brand of, customer service. ' ,'' ,We 'hOC only use ot~'r ser~ice'philosophy t6 ~hape~the way We ~ervice your a~:c~unt, but .we, bse it to,develop products and services' ~o-~nhance 7our b(.s, ineSS:Op(r~iio.,n_s,-In . , ', -', President 6nd Chief E.~ecut~ve Of~cer Paymentech has a brand new look You may have noticed Paymentech has a new look. We've rewsed our logo design to create an even stronger brand image. We feel our new logo better reflects who we are because ~t embodies our bus~ness strate~ captures our enhanced attitude and re~nforces our distinctive brand. t[ menteeh cjre; t connections for bus,ness Instead of just processing credit card transactions, we focus on providing customized products, data and service solutions designed to enhance your bus~ness operations. By providing you w~th premier payment solutions, we're keeping you on the forefront of the digital economy. Here are lust a few of the ways we're adding value to your business and leading you into the future of electronic payment processing. reporting mnovahons No matter what type of business you run, you have to stay on top of your back office operations and all of the data generated by transactions. That's why we have developed a variety of online reporting solutions that can hetp you manage your business, Our web-based applications I~ke ReSource Online, Moneta and SE Workstation can provide you instant access to your credit card processing information, consoI~dated transaction reporting and reconciliation data. Applications are accessible from any locat~on 24 hours a day/seven days a week and the data that's provided is password protected-and custornizabIe. From defining date ranges and hierarchy tevels to expomng data, our online reporting tools make it easy for you to streamline your operations. serwce support Our goal at Paymentech is to provide the most powerful, the most ~nnovative and the most far-reaching e~ectronic payment solutions. While technology can help us provide you new and better avenues to receive service and problem resolution, we do not minimize the importance of human interaction. People should do business with peopte. At Paymentech, we don't just service accounts. We build relationships. And because of our relationships with our customers, we're able to gather customer information and use ~t to maintain, improve and innovate our products and processes. We operate our bus~ness with the shared behefthat the better the service we provide you, the better the service you'll be able to provide your customers, So our lines of communication are always open around the clock so we can provide you the responsive customer support your business deserves. industry partnerships One of the reasons we continually invest in our product development is because we closely monitor changes within the payment processing arena. From our representation on boards and committees governing Visa® and MasterCard* associations to our partnerships with ali ent~t~es that affect the merchant relationship from the Point Of Sale (POS) system to the data communication providers, we'll help you maintain a competitive edge w~th~n your industry Currently we are working with ~ndustry leadingValue-Added Resellers (VARs) in many vertical markets, but we are especially concentrating on the restaurant vertical market to become the de facto Gift Card industry leader, The certification process begins w~th our Product group ~n Tampa distributing Gift Card specifications to specific VARs. The VARs then code the software to the format as outlined in the speoflcat~ons. Finally, theVARs and our Product group test to ensure ali data is in the format required by our processing platform. To date, Atomic Software has certified w~th Paymentech for Gift Card while we have internally developed Gift Card "drivers" for the Micros 8700 and 3700 restaurant POS systems. POS~touch and Progressive Software are among others who are currently in the process of writing to our Gift Card specifications. keepmcj you on the forefront of payment innovahon As your bus~ness grows, our goal is to remain your partner every step of the way. You can rely on Paymentech to prowde you with comprehensive service and support, because we are the payment solutions company. For more information about any of our products and services, ws~t our website at www, paymentech,com. Paymentech is a leader in the payment processing industry for one simple reason. We continually challenge ourselves to offer secure and reliable payment solutions, P a Y Ions Paymentech is the payment solutions company for businesses of all sizes and industries. We are uniquely positioned to meet the needs of our clients through comprehensive retail point-of-sale and direct response payment processing services, as well as third-party transaction authorization serwces. Paymentech's singular business focus on providing innovative payment solutions has resulted ~n an impressive 16-year track record of growth as a leading bankcard acquirer and transaction processor ~n a field marked by consolidation, Paymentech Statistics · Premier provider to the direct response industry for card-not-present transactions · Global provider of payment services for Internet reta~Iers and online service prowders, including processor for top five e-tailers · Leading processor of restaurant, lodging, specialty retaI and petroleum/c-store bankcard transactions · Major third-party processor for financial institutions and independent sales organizations · Proprietary point-of-sale (POS) network for processing credit and debit cards, and electronic check authorization and capture transactions wr~h a wide base of term~naI and integrated POS system support Employees Me~char~ toc~oas 490,000 January-March 2001 (Fkst Quartet) Tot~J Tnansa~ons 9~9 rnlll~n Bankcand Sales Volume $30 bill~c~n ApnLJune 2~0t (Second qua~) Total Transa~on$ 862 [L~n kc. ard Sales Vol~rr~e $27 Calendar 2000 Total T~sac~ons 3.4 Bankc~d 5~jesVolume $109 blilK~q Millions $ 500 4OO 30O 20O 414 479 1999 2000 Calendar Years Billions $ 93.3 CaJendarYears Corporate Headquarters 1601 Elm Street, Suite 900 Dallas, Texas 75201 (214) 849~3000 Corporate Headquarters (800) 934-1872 Reta~I Serwces (603) 896-6000 Direct Response Services (813) 354-4200 Third-Party Services Major of'rices in Dallas, Texas: Salem, New Hampshire;Tampa, Florida; Columbus, Ohio; Tempe, Arizona; Atlanta, Georgia; and NewYork, New York. Executive Management Team: M~chael P DufF/, president (]nd chief executive o~cer Dan Charron, president, Paymentech eBus~ness Scott Cru~ckshanK chief rnarket~ng o~cer Roger C Hart, general counsel Ke~th Kennedy, chief strategist and general manager, Payrnentech Direct Response Wayne LeRoux, general manager, Paymentech Network Serwces Laura C. Rogers, chief adrn~natrat~ve off/cer Kathryn j Srn~th, c/~ef finanoal o~cer George J.WNte. chief operating o~cer www. paymentech.com PTI-07t0t El!ii Z BANK --~ ONE. We have one al the most extensive Group Banking programs in the country. De&icatec[ Group Banking professionals bring the package to yo~tr employees. · Employees see the program as an adctitional company benefit. · Execution is a turnkey proposition--minimal time and energy is expencted by your staff. · Actual product package, Bank One at Work, is extremely va]uable with: - Solid discounts - Special offers · We employ a unique, powerful system to mal<e direct deposit sign-up "automatic" fat you~ employees. · We can provide reports on the number of employees taking advantage of the program at the national, state, city, and even single location level. · All this at no cost to your company. We make sure that all employees have the opportunity to participate, both newly hired and current associates. We are available 24/7 for a vast variety of presentation types, from new employee orientations to cafeteria table ctisctzssions. For more specifics about this t~roBrom, please contact your foca! Group Bankin9 s~l/es representative. Member I:DIC '~ 2OO1 BANK ONE CORPORATION "EXHIBIT "C" DEPOSITORY AGREEMENT REQUEST FOR PROPOSAL CITY OF DENTON, TEXAS NOVEMBER 2003 BID OPENING DATE: November 17, 2003 NOTICE TO BIDDERS Sealed bid proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent prior to 2:00 p.m., then publicly opened to purchase the following listed items as per bid instructions and specifications. BID # - REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES Qualified prospective bidders may obtain copies of the bid invitation with information to bidders, bid proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas in the Purchasing/Warehouse portion of the Service Center complex. The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids. No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any contract with the City of Denton. Minority and small business vendors or contractors encouraged to bid on any and all City of Denton projects. CITY OF DENTON (940) 349-7100 TOM D. SHAW, C.P.M. PURCHASrNG AGENT This advertisement to mn I. INTRODUCTION The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the banking services depository for public funds of the City. This agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a pre-defined limit. The City plans to manage its own investment portfolio. The contract period will be two (2) years beginning March 1, 2004 and ending February 28, 2006, with a provision for a one (1) year continuation up to three (3) additional years under the same terms and conditions of the contract, subject to the mutual agreement of both parties. The contract will also provide for an extension period not to exceed ninety (90) days for the transition to the new Bank depository. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: · To seek a Bank that is both capable of providing comprehensive banking services, and willing to be attentive to the City's money matters. · To maximize the total dollars earned by the City on investment monies in order to be prudent and effective custodians of the taxpayers' financial resources; · To maintain a good working relationship with the depository Bank; and · To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the market place. · To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended. This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement. There are several blanks to fill in and questions to be answered. Any alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal. Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a bidder should be notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, B, and C, unless bidders note in their bid exceptions to the terminology in such exhibits. City will disregard any exceptions which conflict with Chapter 105 referenced above. All points outlined and materials requested will be incorporated into the bidder's reply to be considered for evaluation. Attachments will be appropriate in order to answer some of the enclosed questions. Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton - Purchasing Department, 901-B Texas St., Denton, TX 76201; FAX 940-349-7302. II. CALENDAR OF EVENTS Target Date November 17, 2003 November 22- December 7, 2003 December 9, 2003 December 17, 2003 February 7, 2004 March 1, 2004 Description of Events Bid sent to all banks located in Denton and those outside the city limits that requested a copy Advertise Bank depository notice in local newspaper Receive proposals from interested banks Review recommendation with the Investment Committee City Council to award contract New Bank depository contract period begins IlL CRITERIA FOR EVALUATION The City staff will review the submitted proposals carefully. The recommendations will be based on the proposal determined to be best on behalf of the City and the taxpayers. The following areas will be considered in the evaluation of the proposals: CRITERIA · Ability to perform the requested services · Lowest aggregate cost of banking services · Agreement to points outlined in this Bid and Contract · Financial condition & ability to meet collateral requirements · Safekeeping/collateral agreements accepted · Quality of all reports requested WEIGHTED PERCENTAGE 30% 20% 15% 15% 10% 10% In order to be considered, the depository must be a federal or Texas-chartered bank. Each proposal must provide the following information: 1. The amount of paid-up capital stock and permanent surplus for the depository. 2. Audited financial statements for the most recent reporting year. 3. A list of the depository officers. 4. A list of the depository directors. 5. Ratings on outstanding debt. 6. Proposed wire transfer agreement/contract. 7. Sample account analysis and monthly bank statement (must show city requirements IX.B aE). 8. Availability of funds schedule. 9. Proposed collateral agreement. 10. Proposed custody/security safekeeping agreement. 11. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox etc.) 12. RFP documents including fee schedule. 13. Daylight overdraft policy. 14. Reference list of agencies currently using your institution's lock-box services. 15. Sample daily lock-box transmission repons. 16. Sample monthly lock-box activity reports. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its General Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions. appended if space is inadequate. 1. How is the Bank chartered? 2. What percent of current loans are classified as non-performing? Additional pages may be 5. 6. 7. Does the Bank have any significant problems noted by regulatory agencies in the past twenty- four (24) months? If "yes", please explain. Indicate the Bank's capital to assets ratio for the last five (5) years. What was the Bank's 2003 return on assets (ROA)? Attach copies of the Bank's most recent FDIC (UPBR) call reports. Is the Bank a branch bank or will it soon become a branch bank? If so, please indicate which services will be provided from the Bank's present location and which will be provided fi'om the main Bank. Also, please indicate service location throughout the proposal where applicable. V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Type Employee Claims Account Operating Account Sinking Account Payroll Account Concentration Account CDBG Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Zero-Balance Account Super Now Account Zero-Balance Account The City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated. B. Services and Fees The service which should be made available to the City include but are not limited to the following: TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 10 accounts 3. 900/month 4. 25,000/month 5. 3,500/month 6. 30/month 7. 50/month 8. 2/month 9. 5/month 550/month 10. 2/month 11. 10/month 12. 150 books/mo. 13. t/box 10. 4 hrs./month 11. 1 account 12. 60/month Account Maintenance Cash Management System (computer reporting system which lists previous and current day balances, debits, credits, averages, and check presentments for all accounts) Deposit tickets (credit posting) Items deposited (encoding) Items paid (debit posting) Incoming wire transfer by computer Outgoing Wire by Cash Mgt System Outgoing Wire by Phone Outgoing Wire by ACH transfers Incoming Wire by ACH Transfers Stop Payment by phone Stop Payment by Cash Mgt System Deposit slips printed (serialized & coded by location) Safe deposit boxes (10xl0) Research hours Controlled disbursement service charge Return items 13. 14. 15. 16. 17. 18. FEE CHARGES/ PER UNIT ESTIMATED VOLUME TOTAL MONTHLY CHARGE DESCRIPTION OF SERVICE 120/month 1 account 13/month 12/month 10/month $320 million 13/month Bi-weekly Payroll Quarterly 3,500 3,500 3,500 500 Return items recleared Securities cleating and safekeeping a) Maintenance charge b) Receipts deposited c) Receipts withdrawal d) Coupon collections e) Safekeeping of assets, per receipt f) Book-entry security transfers via Federal Reserve, per transaction Fees for direct deposit services for employees (1,260 employees, total payroll: $ t,300,000) a) Tape charge b) Credit/debit posting c) Other (list each specific charge) Check Clearing Service a) Software charge b) Quarterly CD-ROM Charge c) Other (list each specific charge) Partial Account Reconciliation Full Account Reconciliation Postive Pay Processed Rejections FEE CHARGES/ PER UNIT ESTIMATED VOLUME TOTAL MONTHLY CHARGE DESCRIPTION OF SERVICE 19. 3,500 1 20. 2 Sites Check Imaging Monthly/Quarterly Disk Automated Teller Machines 21. List any other applicable Bank charges: NOTE: Under a straight fee arrangement with the Bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month. Under a compensating balance method, all accounts would he tied to a main account and collected balances would be maintained to offset service charges. Also note, that estimated volume above are projections based on current annual volumes. C. Automatic Payroll Deposit is a service the City offers its 1,260 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account. Please state the Bank's procedure for this service and list appropriate cut-off times that would apply. The City's net payroll is approximately $1,300,000 each pay period. State whether the Bank would offer any type of special checking, money market, or loan account for the City employees. D. Does the Bank offer any type of sweep account where excess City funds could be invested at a higher rate overnight than in a Super Now account arrangement? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. Automated Teller Machines (ATM) The Bank will install and maintain ATM units at the following locations: · Denton Municipal Complex, 601 E. Hickory · Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. Note: The City of Denton reserves the right to remove this section from consideration in the award process and to re-bid an award under a separate cover. Lockbox The City desires lock-box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constraints. Services and Fees: FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRiPTION OF SERVICE 1. Lock-box Services 25,000 payments 100 payments 1,500 payments 1,500 payments 1,500 payments 2. List any other applicable Bank charges: Utility Payment Processing (12 months of service) Utility Payment -Rejection (Flag accounts for Payment Rejection-"Cash only" customers) Avg Tax Payments Processing (Oct thru March Only) Avg. Electronic Image of Tax Payments (Oct thru Mar) -Checks Only Avg Electronic Image of Tax Payments (Oct thru Mar) - Correspondence & Envelopes NOTE: The following requirements must be met for full consideration. The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments. The provider must be capable of processing approximately 25,000 pieces of mail per month, with a seasonal increase at tax time, up to 33,000 pieces. Processing includes: retrieving mail from post office, opening all correspondence, balancing contents, direct deposits to the City's bank account, transmitted updates/posting to the City of Denton customer accounts. The provider must notify the City of all miscellaneous correspondence received through lock- box (i.e, address changes, payment extension requests, etc). The provider must submit daily and monthly reports, indicating the number of pieces received and the total revenue deposited for utilities and tax. The provider must transmit data and images electronically, on a daily basis, by 1:00 p.m., in order to expedite cash flow and customer updates. The provider must return the tax payment envelopes from January 31st through March 31st. Credit Card Services - The City desires credit card services for the purpose of collecting credit card payments for 17 remote sites and 4 internet sites. The T7P Hypercom terminals are used in all seventeen remote sites. Skipjack operates as the internet gateway for the 4 internet sites. TOTAL FEE CHARGES/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 21 Merchant accts 3,895 units/per month or $608,708/per month 3. 94 units/per month or $1,404/per month Account Maintenance Total Volume Total Chargebacks The following requirements must be met for full consideration. · AAVS and CVVI verification is required. · Payment processing not to exceed forty-eight hours. H. Payment for Services The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The method expected to be used for the payment of these services is the direct payment method. The Bank should debit the appropriate account on a monthly basis. The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account. The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account. These fees are not subject to change for the length of this account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. I. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. The funds should be investable for any investment transactions that can be executed. If not invested, the funds should earn interest at the rate being paid for Super NOW accounts. Please attach availability schedule. Use a separate attachment if necessary. J. Super NOW Rates Please provide a detailed explanation of the Bank's policy and methodology used in the setting of rates paid on Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW accounts since January 1, 2003. Specifically indicate if the rates are applied to ledger balances or collected balances. Indicate when the rates change and if they are based on a market rate such as T-Bill discount or yield rate. If the Bank proposes to pay the City a different rate on its Super NOW accounts, indicate that proposal. K. Other Services Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City. State all related fees. VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market with/by U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the Director of Fiscal Operations with a remaining maturity of five years or less. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral. B. Collateral Substitutions Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or his designated representative. In the case of reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year. The City must approve all securities pledged. Any state or local government bonds pledged must have a rating of at least A or A1 or better by Moody's Investor Services or Standard & Poors Corporation. C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the City. The custodian must be approved by the City and be: state or national bank domiciled in Texas, federal home loan bank, or Federal Reserve Bank or branch of a Federal Reserve Bank. The City shall be provided the original safekeeping receipt on each pledged security which will be filed with the Director of Fiscal Operations of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. D. Reporting Requirements The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to the City by the 5th of each month. Total pledged securities itemized by: · Name ° Type/Description/Cusip Number ° Par Value ° Current Market Value · Maturity Date · Moody's or Standard & Poors Rating (both, if available) E. Eligible Securities The following investment securities are approved for collateral: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association; and 3. FDIC coverage. The City will not allow Government National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in a safekeeping by a third party financial institution pursuant to a safekeeping agreement signed by the Depository Bank and the City. Repurchase agreements are not acceptable as collateral to the City of Denton. F. Safekeeping Requirements The securities pledged shall be held in safekeeping by a separate and different Bank other than the depository Bank. The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operations of the City of Denton. The City will reimburse the depository Bank for any safekeeping charges, if any. Specify the safekeeping charges that will apply: The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that the Safekeeping Bank is instructed to release the collateral securities to the City if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City's funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution. A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the event you are awarded the Bank Depository Agreement must be submitted with the proposal. G. Maximum Amount Offered Please state the maximum mount, if any, of pledged securities which the Bank is willing or able to commit for collateralized Super NOW accounts throughout the contract period above the $1,000,000 minimum requirement. $ H. City to Handle Investments The City of Denton will be responsible for handling the investment bidding process. The Depository Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies. I. Safekeeping/Wire Services The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). The Depository must have the capability of executing on behalf of the City: physical; DTC; and Federal book entry security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. The City requires that security purchase and sale instructions be transmitted to the Depository on-line. The City also requires the ability to review the status of security transactions on-line. Controls for securities clearance will be established by mutual agreement. Please enclose a proposed security clearance/custody agreement with your RFP. Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement. Written communication of all security call and put option notices will also be mailed to the City as soon as the Depository receives the notice. A monthly report listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. J. Interest Rates Paid - Certificates of Deposit The City may choose to invest in the certificates of deposit in the depository Bank or any other eligible financial institution. The depository Bank agrees to accept time deposits from the City for investment purposes in the form of certificates of deposits in varying amounts and maturities at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City. K. Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid to the City on the maturity date. Interest calculations will include the first day in the investment period but will not include the day of maturity. Payment will be made by crediting the Bank account. VII. OVERDRAFTS A. Definition The City does not intend to have a net overdraft position throughout the course of the contract. An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account. B. Terms Should an overdraft occur in the aggregate, the following stipulation shall apply: 1. The maximum number of days the overdraft will be allowed is 2. The maximum amount of the net overdraft to be allowed will be $ 3. The interest rate charged for overdrafts will be actual day basis. per annum computed on the VIII. INFORMATION SERVICES A. Account Reconciliation The City will process its own reconciliation for its accounts but requires data as follows: Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall he arranged in ascending numerical order for the General Fund Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). The Depository shall also provide the City with a magnetic computer file of the transactions for each account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file will be provided at a later date. A computer printout of all activities should accompany the magnetic tape. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. B. Check Safekeepi. n.g Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the remm of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared cheek. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Depository of this service. IX. OTHER STIPULATIONS A. Regulation Notices The Bank will notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify the City of any new services that become available to the City throughout the contract period. B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement. (i.e., Wire Transfer- State Comptroller). The Director of Fiscal Operations or the Treasury & Tax Manager will authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected difficulties, the Depository shall use whatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified through City initiated instructions. C. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be mailed to the Controller with supporting documentation, as the entries are made throughout each month. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and mounts in order for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. D. Account Balances The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the ending ledger balances for all accounts from the previous working day. E. Bank Statements Bank statements or statement activity shall be rendered by the fifth working day after the close of the calendar month. The statement must include deposits made on the last day of the month. The accompanying checks must be arranged in numerical order. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. F. ,Right to Audit Records The Banks' records relating to the City of Denton accounts shall be open to review by either City staff members or City-appointed independent auditors during normal business hours. G. Financial Reports The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report. H. Investment Extension Period The Bank agrees to honor and continue any investments made during the term of the depository contract that will mature after the expiration date of the depository agreement at the same rate established before the expiration of the contract. The investment extension period will not exceed ninety (90) days. I. Bank Failure Should the Bank fail, close, or be forced into reorganization during the term of this contract, City reserves the right to cancel the contract and re-bid for City's depository services. J. Research Requests The City requests that all research requests be mined around within three (3) business days of the request. K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second time before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days. The City shall receive same day telephone notification of all return items in excess of $5,000. L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. X. PROPOSAL INSTRUCTIONS A. Date., Time, Location Sealed proposals clearly marked "Proposal for Bank Depository Agreement" should be delivered to the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., December 9, 2003 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76201 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. A. Response to the Bid The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible. However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this disagreement. Please reference the section and paragraph in these cases. Also, please clearly restate the question when supplying answers on any supplemental pages. B. Additional Information The City reserves the fight to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all which may be used in forming a recommendation. C. Right to Reject Bids The City reserves the fight to reject any and all proposals. A. Periodic Review XI. OTHER MISCELLANEOUS The City of Denton shall require a review meeting at least once every six months to evaluate the working relationship between the City and the depository Bank. The objective will be to address any problems and to seek a responsible solution. More frequent meetings may be called if necessary. Ci_ty Council Action The final appointment of a depository Bank will be made by City Council of the City of Denton. Bid Advertisement This Bid will be duly advertised and is being offered for consideration to all financial institutions inside the corporate limits of the City of Denton, as permitted by state laws. D. Designation of Individuals Upon being awarded the contract, the depository Bank shall designate, in writing, an individual to be the official contact person for all correspondence. The City of Denton shall do the same. The Depository Bank shall be responsible for training and communicating the terms of this contract to Bank employees. XII. SUBMISSION CHECK A. "Bid" with fill-in-the-blank format. B. Sample bank statement (must show city requirements IX B & E). C. Availability of funds schedule. D. Money Market Fund prospectus if applicable. E. Sample monthly collateral report. F. Sample safekeeping agreement with the Federal Reserve Bank for collateral. G. Sample safekeeping agreement with Depository Bank for the City's investment securities. H. Sample controlled disbursement agreement. I. Sample wire agreement. J. Sample stop payment agreement. K. Sample account analysis statement. L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports M. Reference list of agencies currently using your institutions lock-box services. N. Sample daily lock-box transmission reports. O. Sample monthly lock-box activity reports. P. Transition schedule. AGENDA DATE: DEPARTMENT: ACM: AGENDA INFORMATION SHEET February 3, 2004 Materials Management Kathy DuBose, Fiscal and Municipal Services Questions concerning this acquisition may be directed to Sharon Mays 349-8487 SUBJECT Consider adoption of an Ordinance accepting competitive bids and awarding a contract for the purchase of an Automated Meter Reading System for Denton Municipal Electric; providing for the expenditure of funds therefore; and providing an effective date (Bid 3122-Automatic Meter Reading System awarded to the lowest responsible bidder for each item for a total estimated amount of $84,000). BID INFORMATION This bid is for the purchase of an Automatic Meter Reading System to be used by Denton Municipal Electric. The system is a radio frequency (RF) Automatic Meter Reading System that reads both electric and water meters in an automated and cost-effective manner. During the 2002-03 budget year, an Automatic Meter Reading Program for both electric and water meters was implemented. The Sundown Ranch addition was selected for the test. Some 320 water and electric meters with this capability were installed. During the past year, records of equipment performance, customer opinion, and reading cost versus conventional meter reading costs have been compiled. The program has been a major success and warrants further expansion. This bid is for the same type of equipment that was proven to be successful in the original installation and would allow for the completion of Sundown Ranch and water meter installations in the Summit Oaks addition. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) Council approved Phase II of Denton Municipal Electric's Automatic Meter Reading program on July 16, 2002. Phase II provided for the expansion of the program from apartment complexes to subdivisions and new developments. RECOMMENDATION We recommend award of this bid to the lowest responsible bidder for each item as listed below: Item Description Vendor Est. Quantity Unit Price 1 AMR Module Electric Utilicor 400 $ 62.70 2 ERT 50W Water Badger Meter Inc. 400 $147.30 Agenda Information Sheet February 3, 2004 Page 2 PRINCIPAL PLACE OF BUSINESS Badger Meter Inc. Utilicor Milwaukee,WI Mansfield, TX ESTIMATED SCHEDULE OF PROJECT The equipment can be delivered 60 days after receipt of a purchase estimated to be 60 working days after delivery. FISCAL INFORMATION These items will be funded from account 600670489.1350.2700A. order. Installation is Attachment 1: Bid Tabulation 1-AlS-Bid 3122 Respectfully submitted: Tom Shaw, C.P.M., 349-7100 Purchasing Agent Bid # 3122 Attachment 1 Date: 1/6/04 Automatic Meter Reading System Wesco Badger Meter [nc. Utilicor Principle Place of Business: Fort Worth, TX Milwaukee, W! Mansfield, TX Brand Elster NO BID Invensys Itron ERT SOW and connector pre-potted from the manufacturer 2 400 with Water meter NO BID $147.30 NO BID meeting specifications of Appendix B. iiiiiiiiiiiiiiiiiiiiiiiiiiii iiiiiiiiiiiiiiiiiiiiiiiiiiii ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ M25 Bronze, Model NO BID W/RTR, Itron Pit NO BID ERT, L/Connections ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR THE PURCHASE OF AN AUTOMATED METER READING SYSTEM FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROViDiNG AN EFFECTIVE DATE (BID 3122-AUTOMATED METER READING SYSTEM AWARDED TO THE LOWEST RESPONSIBLE BIDDER FOR EACH ITEM FOR A TOTAL ESTIMATED AMOUNT OF $84,000). WHEREAS, the City 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 and City ordinances; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; 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. That the numbered items in the following numbered bids for materials, equipment, supplies, or services, shown in the "Bid Proposals" on file in the office of the City Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: BID NUMBER ITEM VENDOR AMOUNT 3122 1 Utilicor Exhibit A 3122 2 Badger Meter Inc. Exhibit A SECTION 2. That by the acceptance and approval of the above numbered items of the submitted bids, the City accepts the offer of the persons submitting the bids for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid invitations, Bid Proposals, and related documents. SECTION 3. That should the City and persons submitting approved and accepted items and of the submitted bids wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be on file in the office of the Purchasing Agent; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents herein approved and accepted. SECTION 4. That by the acceptance and approval of the above numbered items of the submitted bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 5. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this __day of ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: 3-ORD-Bid 3122 EXHIBIT A Item Description AMR Module Electric ERT 50W Water Vendor Utilicor Badger Meter Inc. UnitPrice $62.70 $147.30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 CITY OF DENTON PUBLIC UTILITIES BOARD MINUTES January 26, 2004 Draft After determining that a quorum of the Public Utilities Board of the City of Demon, Texas was presem, the Public Utilities Board convened imo an Open Meeting on Monday, January 26, 2004, at 9:00 a.m. in the Service Cemer Training Room, City of Demon Service Cemer, 901-A Texas Street, Denton, Texas. PRESENT: John Baines, Bill Cheek, Yolanda Guzman, George Hopkins, Charldean Newell, Dick Smith and Don White (Board Member Bill Cheek excused himself from the meeting at 11:10 a.m.) EX OFFICIO MEMBERS Michael Conduff, City Manager Howard Martin, ACM/Utilities EXCUSED: CONSENT AGENDA The staff recommends each of these items, and approval thereof will be strictly on the basis of the staff recommendations. Approval of the Consem Agenda authorizes the Assistam City Manager for Utilities or his designee to implement each item in accordance with the staff recommendations. Listed below are bids or purchase orders to be approved for paymem under the Consem Agenda. (Agenda Items 1 & 2). Detailed information is attached to each Consem Agenda item. This listing is provided on the Consem Agenda to allow Public Utilities Board Members to discuss or withdraw an item prior to approval of the Consent Agenda. 1) Consider approval of Bid No. 3122 to Utilicor and Badger Meter, Inc for Denton Municipal Electric's ("DME") purchase of additional automatic meter reading (AMR) equipment in an amount not to exceed $84,000. 2) Consider approval of an Agreemem for Professional Services with the Law Office of Jim Boyle, PLLC, Austin, Texas for legal and legislative services related to the ongoing Texas Public Utility Commission ("TPUC")/Electric Reliability Council of Texas ("ERCOT") electric wholesale market design project. Board Member John Baines moved to approve Consent Agenda Items #1 and 2, with a second from Board Member Bill Cheek. The motion passed by a vote of 7-0. PUBMINSDRAFT 12604 Page 1 of 1 AGENDA INFORMATION SHEET AGENDA DATE: February 3, 2004 DEPARTMENT: Legal Department CM/DCM/ACM: Herb Prouty, City Attorney SUBJECT: Consider an ordinance amending Ordinance No. 2002-018, No. 2004-014 and Section 2-29 of the City Code relating to the Rules of Procedure to clarify Section 6.4c (2- 29(F)(4)c) "Presentation By Citizens" and Section 6.5 (2-29(f)(5)) "Time Limits"; providing a savings clause; and providing an effective date. BACKGROUND: At your January 6, 2004 regular meeting you passed Ordinance No. 2004- 014 extending the speaking time limits for applicants and proponents of public hearing items from three to five minutes. The intent of the Council was to extend the time limit only for those persons who where making the presentation on behalf of an applicant or petitioners and not to allow citizens who were in support of the idea to have the additional two minutes. Since that time there have been questions about the scope of the word "proponent" and also concern by the City Secretary, as your official timer, about who the extended time limits would apply to during public hearings. Although the primary definition of the word "proponent," both in the legal dictionaries and regular dictionaries refers to the person proposing an item for acceptance, some of the secondary definitions indicate that another definition of the term would include those merely speaking in support of the item. In addition, we have reviewed the P & Z overall time limit for applicants or petitioners. Ordinance Information. In order to avoid confusion and to attempt to further clarify the persons to whom the extension of time will be applicable, we have substituted the word "applicant" for the word "proponent." The definition of the word "applicant" is a person who makes an application apply for or requesting something. The legal definition of the word is similar to petitioner since it covers one that files a petition. The addition of the "applicant's agents" would then cover any other person who is acting for the applicant in making the presentation such as the applicant's planner or engineer. Finally, in order to place some limit on the entire presentation, the applicant's total presentation cannot exceed 15 minutes. This is consistent with the current P & Z Commission's time limits on petitioners. OPTIONS: The Council can adopt the Ordinance eliminating the word "proponents" and limiting the extension of time to the applicants and the applicants' agents. The Council can chose not to enact the Ordinance. Agenda Information Sheet Page 2 RECOMMENDATION: The staff supports passage of the Ordinance. This allows the person who carries the burden of proof in convincing the City Council to pass a proposal, application, or petition additional time to make that presentation. If there are still any inequities perceived as a result of the extension of additional speaking time to applicants and applicants' agents speaking before the Council in public hearings, the Council can always balance the inequities by approving an extension of time. More information on this matter is included in the Legal Department's status report. FISCAL IMPACT: There is no fiscal impact as a result of this Ordinance. Respectfully submitted, Herb Prouty, City Att6'mey Page 2 S:Our Doculn~lt s Miscellmleous 04 AlS Rules of Proc tilne ]ilniks DOC ORDINANCE NO. AN ORDINANCE AMENDING ORDINANCE No. 2002-018, No. 2004-014, AND SECTION 2-29 OF THE CITY CODE RELATING TO THE RULES OF PROCEDURE TO CLARIFY SECTION 6.4c (2-29(f)(4)c) "PRESENTATION BY CITIZENS" AND SECTION 6.5 (2- 29(f)(5)) "TIME LIMITS"; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on the 8th day of January 2002, the City Council passed Ordinance No. 2002-018 amending the Council Rules of Procedure ("Rules"); and WHEREAS, at their regular meeting of November 18, 2003, Mayor Pro Tem Burroughs expressed his desire to amend Section 6.5 (2-29(f)(5)) "Time Limits" of the Rules to extend the speaking time limits for applicants and proponents for public hearing items from three to five minutes; and WHEREAS, at their regular meeting of January 6, 2004, the Council passed Ordinance No. 2004-014 extending the speaking time limits for applicants and proponents of public hearing items from three to five minutes; and WHEREAS, the City Council deems it necessary to amend the Rules by amending the above-mentioned section to clarify how the extended time limits should be applied; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That Ordinance No. 2002-018, No. 2004-014 and Sections (2-29(f)(4)c) "Presentation by Citizens" and (2-29(f)(5)) "Time Limits" of the Code of Ordinances of the City of Denton are hereby amended to read as follows: 6.4c (2-29(f)(4) "Presentation by Citizens": c. Any person who wishes to address the Council at a public hearing shall complete a "request to speak" form and return it to the City Secretary before the applicable hearing. The Mayor will call upon the citizen to speak for no longer than three (3) minutes or five (5) minutes for applicants and their agents in accordance with paragraph 6.5 (2-29 (f)(5) "Time Limits." 6.5 (2- 29(f)(5)) "Time Limits": Speakers before the Council shall limit their remarks to three (3) or less minutes for public and non-public hearing items provided that applicants for land use or other public hearing items and their agents shall limit their remarks to five (5) minutes or less per speaker and shall have a maximum of fifteen (15) minutes to speak to the item. Groups or organizations comprised of ten or more members shall limit their remarks in accordance with the parameters established in paragraph 6.4 d. (2 - 29(f)(4)(d)). At the discretion of the presiding officer or a majority of the City Council, any speaker may be granted an extension of time to speak. S:Our Doeunlmlts Ordhlanees 04 roles of proc tinlelinlits doc SECTION 2. That save and except as amended hereby, the remaining paragraphs, sections and clauses of Ordinance No. 2002-018, as amended and Sections 2-29 of the City Code shall remain in full force and effect. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the __ day of ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: !,F' Page 2 of 2 AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: CM/DCM/ACM: February 3fa, 2004 Engineering Jon Fortune, Assistant City Manager SUBJECT: Si02-0013: (Lakeview Mobility Plan Amendment) Hold a public hearing to consider amending the Mobility Plan Componem of The DeNon Plan to revise the location of Lakeview Blvd and to change the classifications of various streets. After the conclusion of the public hearing the City Council will consider the adoption of one of the following ordinances: mo An ordinance amending the Mobility Plan componem of the DeNon Plan to revise the location of Lakeview Blvd, to change the classifications of Trinity Road between Mills Road and FM 426 to a collector street, Route No. 1 of Lakeview Blvd as shown on the current Mobility Plan between Mills Road and FM 426 to a collector street, and FM 426 between proposed Rome No.5 of Lakeview Blvd and the imersection of current Route No.1 of Lakeview Blvd. to a secondary arterial; and providing an effective date. The Planning & Zoning Commission recommends approval (5-2) An ordinance amending the Mobility Plan componem of the DeNon Plan to revise the location of Lakeview Blvd; to change the classification of Trinity Road between Mills Road and FM 426 to a collector street, change Route No. 1 of Lakeview Blvd between Mills Road and FM 426 to a collector, change FM 426 between proposed Rome No. 4 of Lakeview Blvd. and Rome No. 1 of Lakeview Blvd. to a secondary arterial, change Lakeview Blvd. between proposed Rome No. 4 and Edwards Road to a collector, change Edwards Road between Swisher Road and existing Lakeview Blvd. to a collector, and change Swisher Road between Pockrus Page Road and Edwards Road to a local street; and providing an effective date. BACKGROUND: Applicant: City of DeNon History: Lakeview Blvd is a proposed arterial traversing the east side of Denton connecting Hwy 380 with i-35E, it has been shown on the City's thoroughfare plan since 1986. it is expected to carry a large amount of the traffic generated by future development of the area as well as some bypass traffic some of which is curremly using Loop 288 and Mayhill Road. it should be noted however that unless Lakeview Blvd is specifically designated a truck rome, it will not become a through rome for trucks, in preparation for a future Bond Election, the City hired Teague, Nall& Perkins, inc. (T, N&P) to perform a rome study for Lakeview Blvd. evaluating the two alternate -1- routes currently shown on the City's Mobility Plan. The route study evaluation criteria included cost estimates, physical constraints, floodplain disturbance as well as other environmental concerns, existing and proposed land uses, drainage issues, existing zoning and plats, permitting issues, and right of way acquisition. In addition to the two proposed alignments shown on the existing plan, a third alignment (a combination of the two proposed alignments) was analyzed as well. In researching the floodplain/Corps of Engineers (COE) permitting which would be required to accomplish any of the three routes, T, N, &P stumbled across a relatively new COE policy restricting the crossing of COE property to regional, multi-jurisdictional roads such as FM highways, interstates, etc. In addition, the proposed alignments after closer inspection had other constraints such as an existing cemetery and a mobile home park on Trinity Road, large stands of trees, steep topography near Pecan Creek and extremely long and expensive bridges over Pecan Creek. Based mainly on the cost issues associated with the Bridge over Pecan Creek and the COE issue as a secondary factor, a fourth route west of the other three routes was added to the scope of the route study in an effort to see if it was possible to reduce the cost of the bridges and avoid any crossing of the COE property. Upon further analysis of the fourth route, it became apparent that not only could the COE property be avoided, but the proposed fourth route provided other benefits as well. The fourth route requires a much smaller bridge over Pecan Creek, is not affected by the cemetery or mobile home park, and affects a smaller number of trees. Given all of these factors, the cost estimate for the fourth route was several million dollars less expensive to build. After two neighborhood meetings in September 2002, (one for residents north of Pecan Creek and the second for residents south of Pecan Creek) and a P&Z public hearing in October, 2002, staff was directed by the Planning & Zoning Commission to investigate the possibility of additional routes and to gather more public input. The public hearing was continued to a date in December 2002. A number of residents outside of the city limits and just west of"The Preserve" who owned property affected by Route 4 were opposed to the alignment. Staff identified an additional route (Route 5) and engaged Teague, Nall& Perkins to review and analyze the additional route. Route 5 utilized most of the existing alignment through the Preserve, but curves sharply to the west at the north end of "The Preserve" and follows Route 4 from Pecan Creek north to Hwy 380 thus avoiding crossing property owned by opponents of Route 4. A new neighborhood meeting for affected property owners south of McKinney Street was held on May 21 st 2003. A new neighborhood meeting north of McKinney Street was not necessary as the addition of route 5 does not change the information provided to the residents north of Pecan Creek and all residents who attended the meeting north of Pecan Creek were in favor of the route change. Residents outside the City Limits as well as many residents of "The Preserve" attended the most recent neighborhood meeting. In general, County residents were in favor of Route 5 and residents of The Preserve were in favor of Route 4. County residents felt that the road has been planned and shown on the city's Thoroughfare Plan in its current location since before The Preserve was planned and developed and that the Preserve was developed in spite of the proposed road. The Preserve residents felt that regardless of previous plans, the Preserve -1- comains many single-family homes as well as an elememary school and is not compatible with the plans for a possible six lane divided boulevard. It took much longer to analyze the additional route 5 than amicipated, so rather than cominue a public hearing from October of 2002, a new public hearing was held at P&Z on June 25th, 2003 with new notifications. Staff recommended route # 5 to the Planning & Zoning Commission for the following reasons. 1. School Proximity: Although the Preserve neighborhood voiced a strong concern regarding Lakeview Blvd running directly in from of Pecan Creek Elememary School, the Demon Independem School District as well as the developer's of "The Preserve" worked very diligemly with City staff in the design of the school, specifically the site circulation, driveways and median openings with Lakeview Blvd in mind. In addition if route #4 were adopted, a larger number of elememary school studems would be required to cross Lakeview Blvd. (including some areas within The Preserve and at least some portion of the proposed Holigan Development) to get to Pecan Creek Elememary School. Crossing Lakeview Blvd. would be considerably more dangerous than the road froming the school given the design of the school site. As a comparison, Sam Houston Elementary School is in an almost identical situation to that of Pecan Creek Elememary School in that both Lakeview Blvd. and Teasley Lane are curremly 4- lane thoroughfares with the potemial to become 6-lanes in the future if needed. In both cases, the parem drop off is in the from of the building with Bus drop off at the rear. The main difference is that the Sam Houston situation requires a significant number of students to cross Teasley Lane which is much more problematic than walking along the street. Another difference is that Pecan Creek Elememary School was designed with Lakeview Blvd in mind unlike Sam Houston Elementary. 2. Cost: Route 5 appears to be the least costly route to construct. In addition, route 4 involves a significant amount of time, effort and expense rezoning and replatting "The Preserve". Route 5 involves some rezoning and replatting, but not nearly to the extent of route 4. Although the cost difference between the two routes is not significant given the estimates at this point are preliminary, there is a potential for route number four to be more costly to design and construct at least partially because it is likely that Route #4 will require several condemnations of property in the Extra-territorial Jurisdiction. 3. Funding: Currently route 5 stays significantly within the Denton City Limits as opposed to Route 4 which involves a significam amoum of property outside of the City Limits. Historically, The City of Demon has not spem capital improvemems funding outside of the City Limits. If Annexation and development of the Holigan tract continues, the amount of property outside the City Limits would decrease and would become a non-factor. 4. Right of Way Acquisition: Route 5 would require significantly less effort and fewer tracts with regard to obtaining the needed right of way. The large majority of property owners that would be directly affected by right of way acquisition for route five have expressed no objection to the route compared to the residents directly affected by route 4 who are opposed to that route. The potential for a number of condemnations exists with route four. In addition, "The Preserve" -1- development has already reserved additional right of way for the future widening of Lakeview Blvd. in its current alignment in the event that it is needed. The Planning & Zoning Commission concurred with the Staff recommendation and also recommended Route #5. (6-1) at the June 25th P&Z Meeting. City Council held a public hearing on August 5th, 2003 and remanded the issue back to the Planning & Zoning Commission for additional study. Most recemly, a public hearing was held at the October 8th Planning & Zoning Commission meeting. A number of the issues and questions that came up at the City Council hearing were provided to the Planning & Zoning Commission in a separate attachment with staff responses so the commission could re-evaluate their previous decision with all the information that was provided to the City Council. In addition, the minutes of the August 5th City Council Public Hearing were provided to the Planning & Zoning Commission. Staff has also worked with the developers of the Preserve, the Holigan Group as well as the developers of Lakeview Ranch on the north concerning the proposed Mobility Plan amendmem. Lakeview Ranch developers are supportive of both routes 4 and 5. The original developers of the Preserve were reluctant to support one route over the other pending the outcome of any rezoning or replating needed as a result. However, at the City Council public hearing on August 5th, Mark Footlick, of the Preserve development indicated support of Route 4. A representative of the Preserve Developmem (CaMera Imerests) was not presem during the P&Z public hearing on October 8th. Since the October 8th P&Z public hearing, the undeveloped portion of The Preserve has been sold to a differem owner, The Parliamem Group. The Preserve and the Holigan Development rather than Lakeview Ranch is most affected by the discussions between routes 4 and 5 because the two routes coincide in Lakeview Ranch. Staff has also continued to work with The Holigan Group to come up with a specific alignmem for Route #4 that would be more compatible with their proposed developmem. Although a specific alignmem has not been agreed to between the Holigans and Staff, the Holigan Group has indicated that they can work with either route. The new owners of "The Preserve" have also met with staff and have agreed to cooperatively work with the City regardless of the route chosen and have indicated they can work with either route. The Preserve has also indicated that if The Holigan Group were leaning toward route number 4, that route number 4 would be their preference as well. Staff has met with DISD to inform them of the change and received positive verbal feedback regarding route 4 as it takes the thoroughfare away from the School Fromage, however they have acknowledged that Pecan Creek Elememary School was constructed with full awareness that Lakeview Blvd is a planned 6-lane arterial. Purpose of a Mobility Plan: A mobility plan is a planning tool used by most cities and counties of any size to plan capital improvements, coordinate right of way needs with pending developments and is typically based on the expected road capacity needs in the foreseeable future. It is a broad-brush picture based on -1- a set of assumptions at a particular place in time. It shows generally the location and size of the proposed roads needed to move traffic effectively given the specified assumptions. The current City of DeNon Mobility plan was adopted by the City Council as part of the Comprehensive Plan. As time progresses and property develops, it is often necessary to review the assumptions used to create the map originally. Changes in expected development trends often precipitate the need to make adjustmems to a mobility plan. An importam factor to remember in the process of amending the mobility plan is to focus on the broad issues as they relate to the surrounding land uses, general alignmems, and expected traffic instead of becoming caught up in minute details that are typically worked out once a general route has been adopted. In that regard, Staff's discussions with the new owners of The Preserve have included details about extending the turn lane into Pecan Creek Elementary School, Crosswalks and pedestrian signals. All of these features will be part of the design of the road if Route #5 is chosen. The design of Route #4 will also at a minimum need to include crosswalks and pedestrian signals as well, but would not require additional work on the existing turn lanes imo the school. The specific design of the road will be worked out if and when the road is funded and the design process will include neighborhood input. As is expected with any amendmem of the magnitude being considered, there are a few other minor changes that will be required if the proposed alignmem of Lakeview Blvd is revised on the Mobility Plan. These are listed in an attachmem to the back up. The Need for Lakeview Blvd: Staff has received questions regarding the need for Lakeview Blvd. given that Loop 288 will be widened to 6 lanes in the near future and shouldn't we be focusing on Mayhill Road. The Loop will be widened to 6 lanes within the next couple of years. In general, a six lane divided urban street will carry around 30,000 vehicles per day at Level of Service D. Anything above a LOS D is considered unacceptable (too congested) by most communities. Some sections of Loop 288 already carry more than 26,000 vehicles per day, which means that the Loop will already be at or near capacity the day it opens. Mayhill Road is designated as a 4-lane arterial on the City's Mobility Plan. A 4-lane road generally carries 20,000 vehicles per day comfortably. Some sections of Mayhill already have nearly 10,000 vehicles per day. The Mayhill Road Capacity Study indicates that Mayhill Road should ultimately be 6 lanes. The cost difference between a 4- lane Mayhill and a 6-lane Mayhill is tremendous because of the additional right of way that will be required including the purchase and removal of several commercial buildings. Widening Mayhill road to more than 6 lanes becomes not only exponemially more expensive because of right of way issues, but is not consistent with the Denton Development Plan in that the Denton Plan encourages an interconnected system of roadways to disburse traffic rather than "funneling" all the traffic to one road. Funding for Mayhill Road will be considered in future bond programs. The number of new subdivisions under construction on Hwy 380 as well as to the north on Hwy 377 in combination with the amoum of vacam property in DeNon between Loop 288 and Lake Lewisville has the potential to generate a huge number of traffic trips. With little to no capacity remaining on Loop 288 and only between 10,000 and 20,000 trips available on Mayhill once it is -1- widened, it becomes fairly certain that additional north/south capacity will ultimately be needed to move traffic in an acceptable manner as shown in the Mayhill Road Capacity Study. Mayhill Road Capacity Study: Since the City Council Public Hearing on August 5th, Staff has received the results of the Mayhill Road Capacity Analysis performed by innovative Transportation Solutions. This study was commissioned to evaluate whether Mayhill road should be 4 or 6 lanes, in light of the Lakeview Blvd. issue, the study was expanded to include recommendations regarding Lakeview Blvd. A copy of the draft conclusion of that study is included in the back-up, in general, the study recommends based on year 2025 demographics that Mayhill Road have 4 lanes north of McKinney and 6 lanes south of McKinney and that Lakeview Blvd also have 4 lanes north of McKinney and 6 lanes south of McKinney. It goes on to say that looking farther into the future than 2025, the City may want to consider Mayhill as a 6-lane street the emire distance from Hwy 380 to 1-35. However as the existing homes in Lakeview Ranch just south of Hwy 380 and north of Mills Road actually face Lakeview Blvd and there is only 80 feet of right of way with no additional right of way reserved unlike Lakeview Blvd. through 'The Preserve' where the developer has reserved additional right of way to accommodate an eventual 6 lane arterial, it would not be physically feasible to make Lakeview Blvd north of Mills Road more than 4-lanes. In addition, ITS looked specifically at routing Lakeview Blvd in a manner that would avoid the Preserve and the Holigan Development and intersecting it with Mayhill Road. The results of that analysis indicate that it is not physically feasible to construct Mayhill to handle all the traffic from both the northern sections of Mayhill and Lakeview Blvd. in addition, that routing would result in a less efficient overall transportation network. A copy of that portion of the analysis is included in your back up. It reinforces the need for two separate north/south arterial streets regardless of the route decision. Staff plans to eventually follow up with A Mayhill Road Mobility Plan Amendmem. Annexation Issues of Routes 4 and 5: The area in which Routes 4 and 5 traverses, comain properties within and outside of the city limits of DeNon. Of the two routes, Route 4 curremly affects the greater number of parcels (8) located outside of the city limits. Based on history regarding CiP funding, approximately 133 acres (encapsulating all ETJ parcels) may need to be annexed imo the city if Route 4 were to be developed as opposed to 93 acres for Route 5. The City of DeNon has not historically expended CiP funding in areas outside of the City Limits. Staff is processing a number of developmem applications including an annexation for the Holigan Company who has recemly secured 250 acres bounded by Edwards Road on the north, Pocrus Page Road on the south and the Flowers Bakery property on the west. if the annexation is approved, the statistics in table #1 below will change and table #2 would be applicable. -1- 4 45 37 8 133ac 104 5 5 1 4 93ac 119 Tab~ #1 basedon existing conditions. 4 42 38 4 76ac 100 5 5 1 4 93ac 119 Tab~ #2 Genera~dAssumingthatHoligan Properties consolida~theirparce& and comp~ the annexation. Both proposed routes are within Neighborhood Centers land use development areas. Existing land uses within these areas include single-family development associated with The Preserve, numerous large-acre single-family lots along Swisher Road (designated as homestead lots) and considerable undeveloped properties. Zoning densities in this area, with the exception of The Preserve, decrease from west to east, moving from the intensity of the Regional Mixed Use Centers along IH-35E and Denton Regional Medical Center towards rural-like, large lot development. As parcels within the Extra-territorial Jurisdiction (ET J) become annexed, they would conform to zoning densities from 1 unit per acre to 6 units per acre, depending on location. Limited retail uses such as restaurants and neighborhood services would be appropriate within a neighborhood center located as the market dictates along the final route of Lakeview Blvd. It should be noted that staff is processing a number of development applications for the Holigan Company who has recently secured 250 acres bounded by Edwards Road on the north, Pocrus Page Road on the south and the Flowers Bakery property on the west including annexation, zoning, general development plan and plats. They are proposing a mixed-use neighborhood center type of development. With the construction of either route, appropriate section design should be incorporated to allow adequate sidewalks and secure pedestrian crossings at major intersections and possibly other locations as needed to serve specific facilities. RECOMENDATION Staff recommends adoption of route five for Lakeview Blvd. -1- OPTIONS 1. Approve ordinance adopting Route 5 2. Approve ordinance adopting Route 4 3. Deny both ordinances (no change to mobility plan) PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Planning and Zoning Commission received a briefing on the proposed Mobility Plan amendment to change the alignment of Lakeview Blvd. on August 28th, 2002 and held two public hearings, one on October 23rd, 2002 and one on June 25th, 2003. The latter produced a recommendation to the City Council to adopt route number 5. (6-1) A public hearing at City Council was held on August 5th, 2003 and resulted in the issue being remanded back to the Planning & Zoning Commission. The Planning & Zoning Commission held another public hearing on October 8th, 2003 and recommended Route #5 in a vote of (5-2). FISCAL INFORMATION Currently no funds have been allocated to the construction of this roadway section. Lakeview Blvd will most likely be considered as a candidate for funding in the City's next bond program. Preliminary cost estimates for each of the five routes is attached. There is no immediate fiscal impact for the City of DeNon other than staff time to revise the map if amended. A table comparing costs for each route is included in the back up. In addition, if the Mobility Plan is changed, the City plans to panner with the developers of the Preserve to revise their Planned Developmem and existing plats as a result of the Mobility Plan amendmem. ATTACHMENTS 1. Issues Raised at 8-5-03 Council Meeting 2. Main Discussion Poims at 10-8-03 P&Z Public Hearing 3. Currem Mobility Plan 4. Five Routes Considered in T,N, & P Route Study 5. Proposed Route 4 6. Proposed Route 5 7. City Limits Proposed Route 4 8. City Limits Proposed Route 5 9. Cost Estimates 10. Mayhill Road Capacity Study Conclusions 11. Lakeview Connection to Mayhill Technical Memorandum 12. P&Z Minutes for October 8th, 2003 13. Route #4 Ordinance 14. Route #5 Ordinance -1- Prepared by: David Salmon, PE, City Engineer Respectfully submitted: Charles Fiedler, Director Engineering Department -1- Specific Issues Raised at 8/5/03 City Council Public Hearing The "Mobility Plan" in its current state is not even a plan. The "plan" in its current state is simply nothing but lines they have drawn on a map. The planners have not considered or have a plan as to how they are going to connect Lakeview Drive (either 4 or 5) to Interstate 35 nor how they are even going to build 6 lanes thru the Preserve. ,4 mobility plan (ThoroughJbre Plan) ia' intended to be a snapshot of the approximate location and size of the proposed road needs' in an area based on a set of land use and population assumptions for a given point in the future. Actual and specific alignments' are not set until property develops, or a specific road improvement is actually funded and detailed design work is undertaken. In the case of Lakeview Blvd, both the North Central Texas Council of Governments and Denton County show the very same alignment as the City of Denton Mobility Plan for the proposed arterial on their Mobility Plans. In addition, the schematics for the 1-35 Major Investment Study prepared by TxDOTshow an 8-1ane bridge over I-35 with left turn lanes for a total of lO lanes. There has been a significant amount of interlocal coordination with regards' to planning for this' arterial street. Currently, the first 1/4 mile from the exit ramp of 1-35 to Lakeview Drive is owned/maintained by the City of Corinth. Has anyone called the City Council of Corinth or their planners to let them know that the City of Denton would like to connect a 6-lane road to the current 4 lanes? Did anyone consider how the Ford Dealership to the right or the Professional building to the left might react to having the current 4-lane road changed to a six lane major thoroughfare? The city of Corinth is aware that Lakeview Blvd could become 6-1anes in the future. Denton County funded construction of the current four-lane section through Corinth. The City of Denton provided in-kind services in the form of construction staking as well as construction inspection for this' road. As 6 lanes are not needed at this' time and will not be neededJbr some time into the future, only 4 lanes were constructed. However, there is sufficient right of way to add two more lanes when the need is realized. It is not anticipated that any additional right of way will be needed to add the two additional lanes in the future and therefore would not have any physical affect on the Bill Utter Ford Dealership. If it turns out that additional right of way is needed at a later date because of a specific design consideration, additional right of way will be acquired at that time in accordance with all public procurement laws. Why has no one from the City Planners contacted TXDOT to find out what their plans were for the current Post Oak/Shady Shores bridge. What if TXDOT is not even considering widening it to 4 lanes let alone 6 lanes? Having a 6 lane major thorough fare connect to 1-35 is a major change to the current bridge and exit/entrance ramps. This will also impact the Ford Dealership to the east and all of the business to the south west as the ramps will have to be widened to accommodate a major thoroughfare. According to the 1-35 Major Investment Study, TxDOTplans to provide a 1 O-lane bridge over 1-35 at the Post Oak/Lakeview Exit. Swisher road is slated to be widened to a 4-lane road. When is this to be completed? How will this impact the traffic in and around the Preserve? Was this taken into consideration in the traffic flows/patterns? What about Edwards road? Both Swisher Road and Edwards Road are proposed collector Streets'. They will be at most 4-1anes undivided. As Swisher Road is' not continuous and Edwards' Road is an East/West road, it is' not expected that either of these roads' will have a significant impact on the amount of traffic using Lakeview blvd. Why did they not consider starting/ending the new Thoroughfare with Pockrus Page and avoid the entire Preserve area? The road ends at the feeder ofi-35 right before Mayhill road and would be a straight shot to the west (it would actually tie to route 4)? It is also all within the City of Denton (not Corinth). As Indicated, Pockrus Page Road intersects' 1-35 along the northbound (one way) frontage road, which is' currently 2 lanes and is' expected to be increased to 3 lanes. Given the amount of trafffc expected to use Lakeview Blvd, routing it into a one-way frontage road with no potential for an overpass over 1-35 would create a bottleneck for southbound traffic and would not provide for northbound at all. In addition, the frontage road ties in to the underpass at State School/Mayhill road, which will already be at capacity. There is' no way geometrically to provide enough capacity under 1-35 at this one location to handle both Mayhill/State School traffic as well as Lakeview traffic. As previously indicated, there has been a significant amount of interlocal cooperation concerning Lakeview Blvd including the City of Corinth, so keeping the RoadJbom entering Corinth is' not a technical concern. What about having this thoroughfare tie into Mayhill road at the west end of the landfill area? If the road would "hug" the landfill and then cross the creek over to Hwy3807 Would that displace less individuals? Would that allow the city to only widen Mayhill to 6 lanes from 1-35 to where this new road would then go over to hwy 380 and then allow Mayhill to go back down to 4 lanes as it continues east? This option would not be a straight line over to 1-35 from Hwy 380 but would alleviate the costs of having TXDOT have to build 2 brand new bridges w/n 1 mile. Since Mayhill is currently proposed to be buik down to Flower Mound wouldn't it make sense to tie the two roads together? Essentially a loop of sorts that would take someone from Hwy 380 to the DFW airport and allow them to bypass 1-35 akogether. Again, routing the expected traffic on Lakeview Blvd into Mayhill Road which will be at or over capacity at 6 lanes will create a bottleneck. In order to pass trafffc using both Roads' under 1-35 at one location would require a minimum of 6 lanes in each direction and very possibly more than that. Given the service Roads' along 1-35 are only proposed to become 3 lanes, (according to the 1-35 MIS) it ia' not reasonable to expect that even if such a "super underpass" were constructed, that there would provide adequate capacity. Does it really make sense to have 3 four or six lane roads within 2 miles (288, Mayhill, Lakeview)? I cannot find another area in Dallas that has this many highways/thoroughfares in this close of a proximity. Standard "rule of thumb "for arterial spacing is 1 mile with one or two collector streets' between. Considering that in many communities within the Metroplex, 4 lane divided roads' are considered collector streets' and that arterials' have at least 6 lanes, there are a number of locations within Dallas, Piano and other communities where there are as many as two 6-lane and two 4-1ane roads' all within a mile. In addition, many arterials' in the Metroplex have 8 lanes. Maintenance. Does the City really want and have the finances to maintain all of these highways/thoroughfares that P&Z wants to build? Wouldn't it be easier to maintain 1 larger road then multiple roads? Road Maintenance is always a concern. There could be some economy of scale in maintaining one large road rather than two smaller roads'. However more importantly, the Denton Development Code as well as standard traffic engineering and planning practice indicates' that an interconnected network of roads that provides a variety of routes' is not only more economical for motorists from a time and fuel standpoint, but also reduces auto emissions. This' has a positive effect on the local air quality. Denton County is in a non-attainment area and is already at risk of loosing federal transportation funding because of poor air quality. There are currently entrances to the school for the children in the 2 existing neighborhoods to use so they would not have to walk on the sidewalks along Lakeview drive. The children in the future build-outs of the Preserve and areas to the south would have to use the sidewalks along Lakeview drive and cross the proposed road. The risk that no one addressed is the weekends and after school hours where children & adults will have to cross the road to use the hike & bike trails, pool, and playground (and future soccer fields). The chances for an accident occurring during the summer time, afternoons, or weekends is a much higher magnitude and endangers a much higher % of the poplulation at the Preserve and to anyone else in Denton who will be using the hike & bike trails. Did the P&Z not even think about this large population and the risks to them? Regardless of the route chosen (~4t or #5) a significant number of people will ultimately have to cross the roadJbr one reason or another. The staff representative was incorrect when he stated that the current median would stay. There is not enough room to add the 3rd lane. The median will either have to be removed entirely or narrowed considerably. And the sidewalk will not be more then 2 feet from the road if there will even be enough room for a sidewalk to even be constructed. Also, the 3rd lane will take a large amount of the land that is now "preserved" and possibly the hike/bike trails (these have not yet been built). It will definitely bring the trails that much closer to the proposed road. This should have been part of the Mobility "plan". When the Preserve was platted and developed, additional right of way was reserved on each side of the road so that in the event the road was ever widened to 6-1anes per the current Mobility Plan, there would be no need to buy or have to condemn individual homeowners back yards. With the existing reserved right of way, two more lanes (one on each side) could be added to the current 4-1ane road without disturbing the median. This was a requirement established by the City for the design of the current road and the construction plans have been reviewed to confirm that this is the case. Regarding Route 4 and the children, why couldn't a tunnel be constructed that would route the children under the road over to the school and from the Centex neighborhood? It is architecturally feasible. This would eliminate children/adults having to cross the road and lessen the risk considerably for accidents. There is currently only a small # of children who live to the north of the proposed road that would be w/n walking distance to the school. They only have to cross the road (go under it) to access 1 site (the school) and only during the school year. A tunnel could also be built between the Preserve Meadows neighborhood and the new Centex development to filter children under the road over to the school. It still does not solve the traffic bottleneck but I think that P&Z need to address/consider this going forward. There are options that they need to consider and they should have addressed in their "plan" regarding safety to everyone in the community and to drivers. Regardless of the route chosen, significant public input will need to be solicited by the City when the road design takes place. In addition, it is anticipated that pedestrian and bicycle amenities will be part of the design. Crosswalks and other types of crossings are physically possible on either route. Main Points of Discussion at October 8th Planning & Zoning Commission Public Hearing and Staff Commentary 1. Speed limits on each of the routes: As a rule of thumb, the speed limit on a Primary Arterial such as the proposed Lakeview Blvd is' 45 Miles' per Hour. However, many factors are taken into account when determining what the posted speed should be on a specific roadway. The main factor is a measurement of the 85th percentile speed. (What speed are 85% of the drivers on a particular stretch of roadway driving at or below?). Other factors that are often taken into account and can result in a posted speed lower than the 85th percentile are heavy pedestrian activity, number of historical collisions, line of sight issues, and a high number of driveways, intersections, or presence of on street parking, Both routes' g4 and #5 are schematically laid out to provide a 45 MPH speed limit. Route g4 having less potential for curvature could have an 85th percentile speed greater than 45 MPH. Route #5 most likely would have a maximum 85th percentile speed of 45 MPH given the curvature. Both routes' are expected to have heavy pedestrian activity during certain times of the day based on the locations of existing and proposed development relative to Pecan Creek Elementary School and the recreational green belt which could result in a Iower posted speed limit and/or a school zone. Collision history and line of sight issues are not a current factor on either alignment. It is' also unknown at this' time what the ultimate number of driveways and intersections will be on each route, however, route 5, has the potential to have less 4-way intersections due to being adjacent to the green belt. Also, Route 4 has the potential for more signalized intersections within a short distance near the south end because of the proximity of the Intersection of "Old Lakeview" (route #5) with "New Lakeview" (route #4) to the proposed rail line, Shady Shores Road and I-35. Neither route would be expected to have on street parking. 2. Curvature/length of each route: Schematically, Route #5 has more curvature than Route ~4t. However, as the final alignment of either route will be dependant on the actual design factors (grade, location of structures, and topographic features9 and ability to obtain right of way, route # 5 could also end up with a significant amount of curvature. Schematically, Route #4 is' approximately 28, 900feet long (5.5 miles)from Hwy 380 to 1-35. Route #5, is' approximately 31,600feet long (6 miles') between Hwy 380 and I-35. (a diffkrence of 27OO feet or 0.5 miles') 3. Capacity ofeach route: Road capacity ia' affected by many factors such as number of lanes, lane width, presence of dedicated turn lanes, parking, speed limit, number of driveways and intersections, signal timing, proximity of structures to the road, and mix of vehicle types. Both routes' g4 and #5 are conceptually the same with regard to number of lanes, presence of turn lanes, vehicle mix and with respect to parking. It is' very unlikely given the residential nature of both routes' that either wouM become a designated truck route. As route g4 is' mainly outside the boundaries of any developed property, there is' an opportunity to secure more right of way thus providing a wider median and a wider outside lane consistent with the new development code. A discussion regarding speed limits for each route is' detailed in section 1 above. In short, Route g4 has potential for a higher speed limit than route #5, however taking other factors into account, is' very difficult to compare side by side at this' point in time. There is' no way of determining how many driveways each route will have, however route #4 has potentialfor more intersection interference than route #5. At this' time, signal timing and proximity of structures adjacent to the road are not factors that can be estimated. Drive time: Speed limit, physical length, number of intersections and signal timing affect drive time. It is' obvious that if everything else were equal, a higher speed limit and a shorter drive length would result in a shorter drive time. As there is' no certainty regarding the ultimate speed limit of either route, no way of knowing how many intersections there will be or how signals' may ultimately be timed, the only certainty is' that route #5 is' 2700feet longer than route g4. Assuming everything else is' equal which is' not very likely, at 45 MPH, route #4 would have a drive time of 41seconds less than Route #5. 5. Pass through versus site generated traffic: As has been documented in the Mayhill Road Capacity Study, approximately 80% of the traffic on both Mayhill and Lakeview Blvd will be site-generated traffic (destination or origin within property adjacent or close to the road) as opposed to through traffic. The study lends' credence to the traffic study completedJbr Lakeview Ranch development many years ago. Based on the original Lakeview Ranch Study, the developers dedicated 60feet out of an ultimate 80-foot wide right of way to handle their own site generated traffic. The City of Denton purchased the remaining 20feet (25%) to take care of the needs' of through trafJ~c. 6. Damages to The Preserve associated with route #4: In the early stages of discussion regarding route ~4, the developers of "The Preserve" sent a letter to the City indicating that they would be in favor of route ~4 with the condition that the City pay them $3,075,000.00 in damages. Discussion regarding the alleged damages never occurred because soon after that, route #5 became a possibility. Recently, Cantera Interests, the original developers of "The Preserve" sold the remaining undeveloped portions to a new owner. The alleged damages may or may not be real, however, staff added them to the preliminary cost estimate for Route #4 because until officially taken off the table they remain a possible expense. Lakeview Blvd. Route Study June 2003 N Lakeview Drive Options Lane Built Road #4 Lane Built Road ~Alternate Routes Routes Under Discussion Preferred Alternate Route 2000' City of Denton Plannin and Development Department 221 N ~m De.to.~ Yexas 76201 (940) 349-8350 PROPOSED ROUTE 4 DENTON MOBILITY PLAN Roadway component Legend ~ Railroads - Rails to Trails Reserve 100 Yr FloodPlain 500 Yr FloodCai. COD ETJ CLASS C011eclo~ :~:~ Freeway ms ~ Primar e ~ ~ secondaW Major Arterial Maintained by TXD©~- RoadN0t Yet BUilt~ FUtU re E~isting R0adN0tt0 class sta nd a rd Res01nti0n R9g-065! Dec. 15i 199g Amendment Date: Aug !7, 1999 MaP ~Ddated June lo; 201B PROPOSED ROUTE 5 DENTON MOBILITY PLAN ROadwaycomponent Legend ~ Railroads --~ ~ Rails t0 Trails Reserve lOO Yr FloodPlain 500 Yr Floodplain COD ETJ CLASS c011ec10r :~:= Freewav m s ~ Primary Major Arterial ® ~ ~ SecondaW Majer Arterial Maintained by TXD©~- R0adN0t Yet BUilt~ FUtU re E~isting RoadN0tt0 Class sta nd a rd Resolnti0n Rgg-065! Dec. 15i 199g -- Amendment Date: Aug !7, 1999 Map ~Ddated June lO; 2oo3 Floodplain Extra Territorial Jurisdiction (ETJ) City of Denton Planning and Development DepartmentLakeview Blvd. City Limits (Route 4 Alternative) 221 N Elm Denton Texas 76201 (94o) 3~9-835o June 2003 1"= 1000' Floodplain Extra Territorial Jurisdiction (ETJ) City of Denton Planning andDevelopmentDepartmentLakeview Blvd. City Limits (Route 5 Alternative) 221 N Elm Denton Texas 76201 (94o) 3~9-835o June 2003 1"= 1000' Specific Route Cost Summaries (Revised) Route I (Total length = 21,035') Cost includes $13,020,300 for Pecan Creek bridge Segment Construction Engineering Right-of-Way Total Cost South of McKinney $16,286,200 $998,500 $688,480 $17,973,180 McKinney to Cooper Creek $5,263,300 $408,200 $422,200 $6,093,700 North of Cooper Creek $893,800 $113,700 N/A $1,007,500 F.M. 426 Intersection $261,100 $35,570 N/A $296,670 Total $22,704,400 $1,555,970 $1,110,680 $25,371,050 Route 2 (Total length = 22,085') Cost includes $14,955,750 for Pecan Creek bridge Segment Construction Engineering Right-of-Way Total Cost South of McKinney $19,604,500 $1,161,000 $1,117,875 $21,883,375 McKinney to Cooper Creek $4,134,870 $327,640 $378,275 $4,840,785 North of Cooper Creek $893,810 $98,030 N/A $991,840 F.M. 426 Intersection $261,110 $35,570 N/A $296,680 Total $24,894,290 $1,622,240 $1,496,150 $28,012,680 Route 3 (Total length = 21,585') Cost includes $8,434,100 for Pecan Creek bridge Segment Construction Engineering Right-of-Way Total Cost South of McKinney $13,394,900 $880,700 $1,166,750 $15,442,350 McKinney to Cooper Creek $4,134,870 $327,640 $378,275 $4,840,785 North of Cooper Creek $893,810 $98,030 N/A $991,840 F.M. 426 Intersection $261,110 $35,570 N/A $296,680 Total $18,684,690 $1,341,940 $1,545,025 $21,571,655 Route 4 (Total length = 27,250') Cost includes $2,815,200 for Pecan Creek bridge, entry treatments and screening wall in The Preserve Segment Construction Engineering Right-of-Way Total Cost South of McKinney $11,084,100 $771,900 $2,042,550 $13,898,550 McKinney to Cooper Creek $3,659,000 $297,400 $687,000 $4,643,400 North of Cooper Creek $893,810 $98,030 N/A $991,840 F.M. 426 Intersection $261,110 $35,570 N/A $296,680 Total $15,898,020 $1,202,900 $2,729,550 $19,830,470 Route 5 (Total length = 23,940') Cost includes $2,815,200 for Pecan Creek bridge Segment Construction Engineering Right-of-Way Total Cost South of McKinney $9,511,900 $666,400 $1,867,800 $12,046,100 McKinney to Cooper Creek $3,659,000 $297,400 $687,000 $4,643,400 North of Cooper Creek $893,810 $98,030 N/A $991,840 F.M. 426 Intersection $261,110 $35,570 N/A $296,680 Total $14,325,820 $1,097,400 $2,554,800 $17,978,020 12 Lakeview Blvd. Route Study June 2002 Rev. Feb. 2003 Right-of-Way Acquisition Supplement Route 1 (South of McKinney) Four Parcels, including The Preserve, the Corps and Lakeview Ranch Note: The Preserve will dedicate 80', and Lakeview Ranch will dedicate 60'. Use $4,000 per parcel, and $1 per square foot 4 x $4,000 = $16,000 672,475 x $1 = $672,475 Total: $688,475 Route 2 (South of McKinney) Six Parcels, including The Preserve and the Corps Use $4,000 per parcel, and $1 per square foot 6 x $4,000 = $24,000 1,093,875 x $1 = 1,093,875 Total: $1,117,875 Route 3 (South of McKinney) Four Parcels, including The Preserve and the Corps Use $4,000 per parcel, and $1 per square foot 4 x $4,000 = $16,000 1,150,750 x $1 = $1,150,750 Total: $1,166,750 Route 4 (South of McKinney) Eleven parcels, including The Preserve Assume 8 parcels require condemnation at $22,000 each (Special Commissioners $5,000; Expert Witness $5,000; Court Costs $1,000; Staff time $8,000; Appraisal $3,000) Use $4,000 per parcel, and $1 per square foot 8 x $22,000 = $176,000 11 x $4,000 = $44,000 1,995,300 x $1 = $1,995,300 Total: $2,215,300 13 Route 4 (South of McKinney) Revised to reflect donation by The Preserve Ten Parcels, not including The Preserve Assume 8 parcels require condemnation at $22,000 each (Special Commissioners $5,000; Expert Witness $5,000; Court Costs $1,000; Staff time $8,000; Appraisal $3,000) Use $4,000 per parcel, and $1 per square foot 8 x $22,000 = $176,000 10 x $4,000 = $40,000 1,826,550 x $1 = $1,826,550 Total: $2,042,550 Route 5A(South of McKinney) Five Parcels, including The Preserve and City of Denton Use $4,000 per parcel, and $1 per square foot 4 x $4,000 = $16,000 1,851,800 x $1 = $1,851,800 Total: $1,867,800 Route 5B(South of McKinney) Four Parcels, including The Preserve and the City of Denton Use $4,000 per parcel, and $1 per square foot 3 x $4,000 = $12,000 1,212,550 x $1 = $1,212,550 Total: $1,224,550 Route 1 (North of McKinney) One Parcel, Lakeview Ranch Use $4,000 per parcel, and $1 per square foot 1 x $4,000 = $4,000 8,365 x (110' - 60') x $1 = $418,250 Total: $422,250 Route 2 (North of McKinney) Twenty-two Parcels, including Lakeview Ranch, Trinity Cemetery, Denton Falls Mobile Home Park (treated as one parcel), and one relocation Use $4,000 per parcel, and $1 per square foot 22 x $4,000 = $88,000 226,275 x $1 = $226,275 Purchase House (David Wilkinson) = $60,000 + $4,000 moving expense = $64,000 Total: $378,275 14 Route 4 (North of McKinney) Four Parcels Use $4,000 per parcel, and $1 per square foot 4 x $4,000 = $16,000 671,000 x $1 = $671,000 Total: $687,000 15 CONCEPTUAL OPINION OF PROBABLE COST 31-Dec-03 TEAGUE NALL AND PERKINS, INC. CONSUL TING ENGINEERS TNPJOBNO: DEN01317 CLIENT: CITY OF DENTON DESCRIPTION: LAKEVIEW BLVD. Route 48 South (14252') 6 lanes divided, from The Preserve (Phase 2/ to FM 426 (McKinney St./, with sidewalks on both sides, 3 median openings, I left turn la~ 400' bridge over Pecan Creek ITEM COST NO. DESCRIPTION OF ITEMS QTY UNIT UNIT TOTAL PAVING IMPROVEMENTS 1 RIGHT-OF-WAY PREPARATION 143.0 STA $1,000.00 $143,000 2 UNCLASSIFIED EXCAVATION 123,000 CY $3.00 $369,000 3 SEEDING 76,956 SY $0.50 $38,478 4 8" LIME TREATMENT 131,305 SY $2.00 $262,610 5 HYDRATED LIME @ 32 Ibs/SY 2,100 TONS $90.00 $189,000 6 12" CONCRETE PAVEMENT 125,150 SY $36.00 $4,505,400 7 6" INTEGRAL CURB 55,108 LF $5.00 $275,540 8 5' CONCRETE SIDEWALK 138,520 SF $2.00 $277,040 9 BARRICADES, SIGNS & TRAFFIC CONTROL 1 LS $4,000.00 $4,000 10 SMALL ROADSIDE SIGNS 28 EA $400.00 $11,200 11 THERMOPLASTIC PAVEMENT MARKINGS 14,252 LF $0.15 $2,138 12 18" CLASS III RCP 1800 LF $45.00 $81,000 13 24" CLASS III RCP 800 LF $60.00 $48,000 14 30" CLASS III RCP 700 LF $75.00 $52,500 15 36" CLASS III RCP 2350 LF $90.00 $211,500 16 42" CLASS III RCP 1000 LF $90.00 $90,000 17 48" CLASS III RCP 2300 LF $110.00 $253,000 18 10' RECESSED CURB INLETS 36 EA $2,200.00 $79,200 19 4' JUNCTION BOX 4 EA $2,500.00 $10,000 20 5' JUNCTION BOX 14 EA $3,000.00 $42,000 21 5'x 3' BOX CULVERT 100 LF $180.00 $18,000 22 5'x 5' BOX CULVERT 135 LF $190.00 $25,650 23 HEADWALL FOR 5' x 5' BOX CULVERT 2 EA $3,500.00 $7,000 24 10' x4' BOX CULVERT 135 LF $280.00 $37,800 25 HEADWALL FOR 10' x 4' BOX CULVERT 2 EA $4,000.00 $8,000 26 18" HEADWALL 2 EA $2,000.00 $4,000 27 BRIDGE at PECAN CREEK 40800 SF $60.00 $2,448,000 28 EXTEND 4- 10'x8' BOX CULVERT 75 LF $1,200.00 $90,000 29 HEADWALL FOR 4 - 10' x 8' BOX CULVERT 1 EA $12,000.00 $12,000 30 BOMANITE PATTERNED CONCRETE 1120 SF $5.00 $5,600 31 FRENCH DRAIN (AS DIRECTED) 1000 LF $4.00 $4,000 32 TOPSOIL (ON-SITE SOURCE) 12826 CY $2.00 $25,652 33 EROSION CONTROL MEASURES 1 LS 48,200.00 $48,200 34 CONTRACTORS WARRANTIES AND UNDERSTANDING~ 1 LS 145,200.00 $145,200 SUBTOTAL $9,273,230 15% CONTINGENCY $1,390,984 ENGINEERING, SURVEYING, GEOTECH, PERMITTING $771,868 ROW PURCHASE & ACQUISITION $2,215,300 Note: Does not include aesthetic treatments for The Preserve Reduction to construct only the outer two lanes in each direction, with full bridge and all storm $1,571,975 I I IGRAND TOTAL I I I I $13,651,380 CONCEPTUAL OPINION OF PROBABLE COST 31-Dec-03 TEAGUE NALL AND PERKINS, INC. CONSUL TING ENGINEERS TNPJOBNO: DEN01317 CLIENT: CITY OF DENTON DESCRIPTION: LAKEVIEW BLVD. Route 4a South (14252') 6 lanes divided, from The Preserve (Phase 2/ to FM 426 (McKinney St./, with sidewalks on both sides, 3 median openings, I left turn la~ 400' bridge over Pecan Creek ITEM COST NO. DESCRIPTION OF ITEMS QTY UNIT UNIT TOTAL PAVING IMPROVEMENTS 1 RIGHT-OF-WAY PREPARATION 143.0 STA $1,000.00 $143,000 2 UNCLASSIFIED EXCAVATION 123,000 CY $3.00 $369,000 3 SEEDING 76,956 SY $0.50 $38,478 4 8" LIME TREATMENT 131,305 SY $2.00 $262,610 5 HYDRATED LIME @ 32 Ibs/SY 2,100 TONS $90.00 $189,000 6 12" CONCRETE PAVEMENT 125,150 SY $36.00 $4,505,400 7 6" INTEGRAL CURB 55,108 LF $5.00 $275,540 8 5' CONCRETE SIDEWALK 138,520 SF $2.00 $277,040 9 BARRICADES, SIGNS & TRAFFIC CONTROL 1 LS $4,000.00 $4,000 10 SMALL ROADSIDE SIGNS 28 EA $400.00 $11,200 11 THERMOPLASTIC PAVEMENT MARKINGS 14,252 LF $0.15 $2,138 12 18" CLASS III RCP 1800 LF $45.00 $81,000 13 24" CLASS III RCP 800 LF $60.00 $48,000 14 30" CLASS III RCP 700 LF $75.00 $52,500 15 36" CLASS III RCP 2350 LF $90.00 $211,500 16 42" CLASS III RCP 1000 LF $90.00 $90,000 17 48" CLASS III RCP 2300 LF $110.00 $253,000 18 10' RECESSED CURB INLETS 36 EA $2,200.00 $79,200 19 4' JUNCTION BOX 4 EA $2,500.00 $10,000 20 5' JUNCTION BOX 14 EA $3,000.00 $42,000 21 5'x 3' BOX CULVERT 100 LF $180.00 $18,000 22 5'x 5' BOX CULVERT 135 LF $190.00 $25,650 23 HEADWALL FOR 5' x 5' BOX CULVERT 2 EA $3,500.00 $7,000 24 10' x4' BOX CULVERT 135 LF $280.00 $37,800 25 HEADWALL FOR 10' x 4' BOX CULVERT 2 EA $4,000.00 $8,000 26 18" HEADWALL 2 EA $2,000.00 $4,000 27 BRIDGE at PECAN CREEK 40800 SF $60.00 $2,448,000 28 EXTEND 4- 10'x8' BOX CULVERT 75 LF $1,200.00 $90,000 29 HEADWALL FOR 4 - 10' x 8' BOX CULVERT 1 EA $12,000.00 $12,000 30 BOMANITE PATTERNED CONCRETE 1120 SF $5.00 $5,600 31 FRENCH DRAIN (AS DIRECTED) 1000 LF $4.00 $4,000 32 ENTRY TREATMENTS IN THE PRESERVE 8 EA $11,200.00 $89,600 33 SCREENING WALL & IRRIGATION IN THE PRESERVE 2200 LF $122.00 $268,400 34 TOPSOIL (ON-SITE SOURCE) 12826 CY $2.00 $25,652 35 EROSION CONTROL MEASURES 1 LS 49,900.00 $49,900 36 CONTRACTORS WARRANTIES AND UNDERSTANDING~ 1 LS 150,600.00 $150,600 SUBTOTAL $9,638,330 15% CONTINGENCY $1,445,749 ENGINEERING, SURVEYING, GEOTECH, PERMITTING $771,868 ROW PURCHASE & ACQUISITION $2,042,550 Note: Includes aesthetic landscape treatments and donated ROWfor The Preserve I I Reduction to construct only the outer two lanes in each direction, with full bridge and all storm $1,571,975 I I IG.^.D TOTAL I I I I $ ,ses,soo I17,125 LOS B ltwy 3~0 15,678 LOS B I23,127 LOS C/D 25,962 LOS B 22,634 LOS C 22,871~ LOS B ~' LOS D/~ 33,370 LOS C Year 2025 ADT Volume Projections and LOS Rankings TRANSPORTATION SOLUTIONS INC. 2701 Valley View Lane , Farmers Branch, Texas 75234 ~ (972) 484-2525 , (972) 484-4545 TO: FROM: DATE: RE: Technical Memorandum Charles Fiedler, P.E., Director of Engineering Dean Stuller, P.E. January 9, 2004 Alignment of Lakeview Boulevard ITS Inc. has reviewed the proposed realignment of Lakeview Boulevard as requested by the City of Denton. The attached drawing contains an overview of the proposed alignment and the resulting 2025 projected traffic volumes. Based on the results of the analysis and review, it is recommended that the proposed realignment of Lakeview Boulevard and connection to Mayhill Road not be implemented. The reasons for this recommendation are as follows. 1) Tying Lakeview Boulevard into Mayhill Road resuks in very high traffic volumes (over 60,000 vehicles) on Mayhill Road between the proposed Lakeview Boulevard connection and IH-35E to the south. Even with an 8-lane divided roadway, the level of service for that section will be an "F". 2) The intersection of Mayhill Road at Edwards/Lakeview Boulevard will be a significant bottleneck due to the high turning movement demand to and from the Lakeview Boulevard connection. It is estimated that nearly 6000 vehicles will pass through this intersection in a peak hour. There will be heavy traffic volumes on conflicting movements resulting in severe congestion and levels of service of "F" during peak hours of operation. 3) Changing the alignment of Lakeview Boulevard would result in a less efficient thoroughfare system. If Lakeview is realigned to tie into Edwards Road, the grid system that is currently in the proposed thoroughfare plan is eliminated, which results in circuitous routes and increased travel distances (additional 1.5 miles to reach IH-35E) and times. Moreover, with the proposed realignment, traffic will pass through two additional major intersections (Mayhill Road at Lakeview Boulevard and at Colorado Boulevard) to reach IH-35E. 4) Currently, access from Edward Road to Lakeview Boulevard is possible via Desert Willow, Chitwood, and Smoketree. If the proposed realignment is implemented, there is the potential for cut-through traffic that would use these roads as to reach Lakeview Boulevard and bypass the congested intersections at Mayhill Road. This would result in high traffic volumes through residential areas on roads not designed to accommodate the traffic. 5) Another possible alignment that was discussed involved having Lakeview Boulevard tie into Spencer Road at Mayhill Road. Due to the proximity to FM 426 (McKinney Street), this section of Lakeview would become redundant and not operate effectively. TRANSPORTATION SOLUTIONS INC. 2701 Valley View Lane , Farmers Branch, Texas 75234 ~ (972) 484-2525 , (972) 484-4545 In summary, there are no significant benefits from the proposed realignment of Lakeview Boulevard. There are however, numerous problems that result from the proposed realignment. Therefore, it is not recommended that Lakeview Boulevard be realigned to tie into Mayhill Road at either Edwards Road or Spencer Road. 380__.... 15,678 I17,125 LOS B 23,127 LOS C/D 25,962 LOS B LOS B 22,634 LOS C 20,246 LOS C (4LD) 60,278 LOS F 22,871 LOS C 13,124 LOS B Figure 1 - Year 2025 ADT Volume Projections and LOS w/Lakeview Boulevard Realignment CondcnseltTM 1 2 4 5 7 8 9 I0 11 12 13 14 15 t6 17 18 19 21 22 23 24 25 Page 21 COMM[SSIONt'..R MULI(OY: Thai brings us to kern No. 8, bold a public hearing concerning thc Lakeview Boulevard route on lhe Mobility Plan. I'm going to open lhe public hearing and beibre stuff presents, I would likc to remind yon in the audience if yon haven't filled oat a card, please, do, That will help us try to get organized up t~ere. Okay. Thank you, Mr. Sahnon+ MR. SALMON; Thank you, Chairman, members of thc Commissiou. Since your last public hearing on tiffs issue~ we l~eld a public hearing at the City Council on August 5th cf this year. And at that public heariug, the City Council remanded this issue back to the Plmming and Zoning Co~mnission as there was some additional iakn'malion brought ou~ at thai City Council hearing, that the City Council felt that maybe the Planning and Zoning Commission did not have the first time, in your backup, I have providcd some additional infommlion that you did not have thc last time. The first item that l'vc given you is a page eat of thc preliminary draft copy of rite Mayhill Road capacily stud5,, And that's a map -- I think it's toward the back that bas a very schematic drawing of Mayhill, Letup 288 aud Lakevlew Boulevard with some traffic counts on it. We just received these preliminary results since the City' Council public bearing and the results of that study Page 22 1 indicate that. 2 COMMISSIONER MULROY: EXCUSe mc. i'm sorry 3 to interrupt, l'm confuse& You said that City Council 4 remanded this to us because thcy had -- they felt they 5 tooked at information that wc didn't have. But you're 6 saying that you just got those results. ? MIL SALMON: well, no, there were some 8 issues raised at ~l~c meeting that were not raised at your 9 public hearing curlier that they felt were germane to the 10 discussion. 11 But one of the issues that I think was 12 importam was the fact that it crone out at the City 13 Council public hearing that we were waiting to receive 14 this Mayhill m£ormation any clay and the Council fck that 15 it would be more appropriate to have that information in 1 fi addition to having thc Planning and Zoning Colnmissiou 17 understand some of the issues that were brougt~t up at 18 their pubI[c hearing. 19 COMMISSIONER MULROY: SO City Council did 20 not havc this information? 21 MI/, SALMON: city Council (lid not have this 22 information, but they knew that it was forthcoming. 23 COMMISSIONER MULI~,OY: okay. And when was 24 this study engaged? 25 MI>,. SALMON: This study was engaged a Page 23 I number of monlhs ago. 2 COMMISSIONER MULROY: Prior or pos'[ [o our 3 public hearing? 4 MR. SALMON: I would say tl~at ibc study was 5 actually engaged prior to your previous public hearing. 6 don't know the exact date. i: took several mouths t(~ get 7 thc in~brmafion from our consultams. ~ COMMISS[ONI':R MULROY: SO wcrc WC lika(lc 9 that fi:at study was pending? l 0 MR, SALMON: I don't bclicvc you wore. 1 1 COMMISSIONER MUIA~OY: MI right. Thank 12 you. And 1 apologize fin' imcn'uptlng. ] didn't want 13 have a misink~rmaticn here. Thank you. 14 MI/, SALMON: okay. Anyway, thc study 15 started out to be a study to answer the qnestioa whefl~c: 16 or not Mayhill should be ~Dur lanes or six laacs And 17 then with fl~e advent of this Lakeview Boulevard issue, we 18 callml om' consultants and had them take a specific look 19 at Lakcvicw Boulevard as well. 20 And lhe long and the short of k is, m 21 l~si, at fifis poim in the study is it d~ms appear [hat 22 at some point in thc fi~m, Lakcvicw Boulevard and 23 Mayhill Road will both n~d to be six laacs, sort of tho 24 short story. 25 Tho other thing thru Mayhill Road s[ttdy Page 24 1 indicaes is that at build-oul of this ah'ca of thc city. 2 probably 80 percent of thc traffic using boll: M~yhill and 3 Laker[ow Boulevard will be what we considc~ site gcacratcd 4 traffic as oppos~ to pass-through traffic, roaming ll~at 5 it's traffic thal*s goiog to be generated by developments 6 iu lbo ama rather limn traffic that lnigbt be ccmiag from 7 Highway 380 and traveling down to 35. So i thought that 8 was a significaat point to bring out is fl~c fact that just 9 bas~ (m l]~c zoning and propos~ land uses atollO, g0 10 percent of the traffic on both Mayhill and Lakcvicw 11 Boulevard would be site gencrar~t. 12 TI:crc were a number cf questions raised a~ 13 the Cily Council public hinting. I've also provided itl 14 your backup a lis; of those issues tbal wore brought ttp 15 And we have pmx.'id~l a staff response to those ctuesfiong 16 that were brought up at City Couacil. I lhink there was a t 7 nmubcr of questions there lhal were brought up al thc ,18 public hearing Gat wcrc nol brought up al your public 19 hmrmg. And so, hopel~lly, ~bat int~rmation was help/iff. 20 And. of course, you do have thc Chy 21 Ct>until ulinutcs, which is something, obvionsly, yom didn'~ 22 have before. One issue lhat's r~civcd a lot of' attention 23 concerning Lakevlcw Boulevard is thc issue of students 24 crossing iht road in order to get tc fi~e elumcntary 25 school. PLANNING & ZONING COMMISSION OCTOBER §, 2003 Page 21 - Page 24 Condenselt'~'~'r Page 25 1 1 really from the staff' perspective, I 2 really think this is almost becoming, at least, what I 3 would consider a neutral issue in the fact that if you 4 take a look at the attendance zone for Pecan Creek 5 FAelnentm~y School, it may be right now that more people 6 would be coming from the east side of Lakeview Boulevard 7 as opposed to the west side because of the existing school 8 district lines going into Shady Shores and Corinth and not 9 having very nmch development right now directly east of 10 thc Preserve. 11 But we do have some current zoning and 12 platting applications that are in process in our Phmning 13 and Development Department right now that would 14 significm~tly increase the number of residential units 15 directly west of the Preserve. 16 So 1 think thc point I would like to make 17 is it certainly is an important -- I mean, students 18 crossing the road is certainly an important issue, and I 19 don't want to make light of it, But I think the fact is 20 that regardless of which road is chosen, a number of 21 students are going to have to cross that road to get to 22 the school And it's going to be an issue for us to deal 23 with regardless of what choice is ultimately made. 24 Staff is still recommending route number 25 five. The main reason for the staff's recmmnendadon is Page 26 I looking at route nmnbcr four, there are a significantly 2 lar~er number of right-of-way parcels that lie outside of 3 thc City ~hat would haw to bc obtained in order to build 4 that road. And based on the feedback we've received at 5 public meetings and also at listening to the folks at the 6 other public hearings, it's quite obvious that if we have 7 to obtain some of those right-olUway parcels, there will 8 be a number of property owners that will not be willing to 9 sell their property, which means it will be all that much i0 more difficult to obtain the right-of-way. 1 ~ On route number five, we have f~wer 12 right-of-way parcels to obtain and as far as i know to 13 date, of those people that we would have to obtain 14 right-of-way from, none of them are opposed to route 15 number five. Again, a number -- or more of the property 16 in route number £our is outside of the city limits than 17 route number fivc, which may make it a little bit more 8 difficult for thc City to fund Lakevicw Boulevard in a ~9 future bond program. 20 Frankly, the cost of route number five is 21 somewhat less than route number four. And, at least, -- 22 staff feels that, at least, we have to recegnize that the 23 school, Pecan Creek Elementary School was specifically 24 designed with thc full understanding that Lakeview 25 Boulevard might become six lanes some day and all the Page 27 1 driveways and m~xlian openings and access p¢~ints were 2 designed with that in mind, 3 And so we would hope thal ail that was dose 4 in a manner that should be safe considering fi~e fact that 5 the read could be al some poinl in time six lanes. Thc 6 one lhing I wanled to lmvc you wifit before 1 finish this V evening is that I think it's important ~onight regardless 8 of wha; r~ommendafion the Planning sod Zoning 9 makes ~o be v~ sp~ific in terms of your reasoning. Aad 10 you might even consider including flxe rmisoning lbr your t I r~onunendafion in the motien flmr you might make this 12 evening. So that Way, when this ixmn goes back t¢~ thc 13 CiW Counc]l, ~ will, hopcfldly, aide lhc City Ceuncil in 14 making a decision based cn your di~rction. 15 I'll be glad to answer any qucstioas you 16 might have. 17 COMMISSIONER MUI,ROY: My 18 Commissioners, any questiens? Ms. Holt was first ot~ thc 19 que. ~20 COMMISSIONER HOLY: Yes, David. Os 21 l~ur, on dfis specific rou~c cos~ summm'ics~ (m 22 four, under right-of'way, $5,110,357.00 with an 23 Down below it, it says includes $3,07.500.00 damages 24 Presem,e basmt on estimate provid~t by developer. What's 25 that? Page 28 I MR, SALMON: well, there's t~ number of 2 things rolled into dmt. When wc first explored route 3 nnlnbcr [Bur with thc developers at thc Preserve, il was 4 quite obvious to everyone, thal if we did do route nombcr 5 four, a number of sections of thc Preserve wcrc going to 6 have to be mzoncd and mplattcd. And, of ceursc, there's 7 a significant amount of" cosl involved in that rcplaumfi 8 and remning. 9 In addition, the developers of the Preserve 10 built thc four lanes that arc cun'cmly out there on 11 Lakeview BouIcvard to thc standard of a sccondm-y ~ 12 arterial, wtfich means thicker pavement, a wider 13 right-of-way, you know, wider four lanes instead of maybe 14 just two. 5 And they felt that they b~ilt that road in 6 good faith and that if thc Mobility l)[an was changed to 7 route number four that, in essen~, they've built a four 8 lane divided boulevard for no good mason, and felt that 9 they wcrc duc some reimbursement for the cost of that ~0 road. 21 So that was anolher part of' {hah ~o they 22 gave us a list of abo~t 17 different things that they 23 added up and came up with thai figure of ~ li~[lc over 24 three million dollars. 25 COMMISSIONIiR }feLT: Thank you. 'LANNING & ZONING COMMISSIOIq OCTOBER 8, 2003 Page 2~5 - Page 28 Condensclt'~'M Page 29 1 COMMISSIONER MUt,ROY: And, h/fl'. Powell, if 2 youql indulge me for one item before we get away from Ms. 3 Holt*s point. 4. COMMISSIONER MULROY: David, help me with 5 my fragile memory. Thc first time this came before this 6 body, stuff was advocating four. Five wasn't gcucratcd 7 yet. So four was the route fi:at was proposed~ And :~ know 8 t]mt it was -- wc dida'l Cellke to a conclusion, and lhat 9 you-all were going to develop some more information. 10 But in the course of that meeting and fL~cl 11 fi'cc te cea'cci me, it was brougl~ forwm'd that the 12 Preserve developer would have to make some chauges in 13 plarting~ And if 5 recall, flint that was not problematic 14 for thenL in fact, their mpmseatative can-to to the 15 microphone and said that he was in contra'ronco with that. 16 is that -- is my memory accm'atc? 17 MR. SALMON; l~ight, t mmn, they were in 18 cohere'fence. I mean, in fact, they've bc, cn -- they've 19 been very cooperative in the fact that they've reserved 20 development of even one of their phases so that 21 decision could be made. But they were cooperative to the 22 point lha, you knc~w, we'll hold off and we'll work with 23 you on whatever alignment is selccted~ However, if route 24 number Ibm' is sclccted, we're going [o he looking at this 25 tlc'ce million dollars in damages. Page 31 I that subdivision would have to not only bc rczoucd but 2 replatted if route four was chosen. 3 COMMISSIONER POWELL: And if' i, again, read 4 this correctly, and I don't have rny head screwed on 5 backwards, everything west of route fear would have to 6 cross route four to get to thc school; is thru cermet? '7 MR. SALMON: That'g eo~rect. g COMMISSIONER POWI!LL: All those houses? 9 MR. SALMON: That'S COITCOI. 10 COMMISSIONER POWELL: NOw, wllcn I look al t 1 this map, i don'l see very many houses cast of route five. 12 i keep wondering where thc people are thaL arc going to bc 13 crossing the highway to get to school from tiao cast, i t4 don't havc a grip on that yet. :15 MR. SALMON: well, on thc same mai), you'll il6 notice a road that -- it's not there yet. It's proposed, 17 that goes off to the east. And there are a couple of 18 pods, future sections of thc Preserve over on thc other 19 side of thc flood plain. And there arc some another -- 20 them is some more areas of the Preserve further lo the 21 north and on the other side of Lakevicw Boulevard. 22 And in addition to that, the attendance 23 zone for Pecan Crock F, lemcntary School does extend into 24 H~ckory Creek and into Corinth. So there arc a number of 25 students wi:(> live in Hickory Creek and Corinth that -- off Page 30 J. COMMISSIONI~.R MULROY: well, i guess that's 2 where my memmT failed inc. I couldn'l remember him coming 3 up here and saying it's going to cost us three n-dllion 4 dollars. 5 MR, SALMON: well, and fl~ey didn't say that 6 at that meeting. But they provided statt', i think, 7 shortty after that meeting. 8 COMM1SSI:ONER MULROY: 1 heard we werc going 9 to work witt~ you. 0 Mil. SALMON: ;,nd after that first public 1 hearing, they gave us a loller totaling the ilems tlmt 12 crone up to a little ovc~~ lhrec million dollars. 13 COMMISSIONER MULROY: Okay. Thank you. 14 5&. t>owell, l'm sorry, to keep you waitiug. 5 CC. MM~SSIONER FOWELL: NOIa problem. 16 looking at the color page in my back-up. It doesn't have 17 a nmnber. 'k shows -- it says Lakeview Boulevard city 18 limits, rome four alternatives, June 2003, Wi:eh i look 19 at route four, it appears to me thal it's going right 20 smack tln-ough the middle of a planed sabdMsion. Do 21 ~d lha~ correctly? 22 MR. SALMON: And that is cea'ecl. And 23 lhat's what I was speaking of just a little bit carller is 24 thc fact that them is a platted subdMsion in the 25 Preserve where them have bran no houses built yet and Page 32 1 tl~is map that would come to Pecan Crc~k I,,kmcntary 2 COMMISSIONER POWELL: A~ld this may not be a 3 lhir question, and if it's not, tell mc. But 4 r~lktically, th%,'re not going to be walking te this 5 school anyway, are they'? Maybe that's 11ol fair tc~ ask 6 flint qucstioa. 7 MR. SALMON: well, i don't know that it's a 8 fair question. I know that the school district has 9 r~ently extended their wa~ing zone,s fi-om one and a half 10 to ~o miles and that they no longer bus p~ple in Ihat 11 one and a ball to two mile range. So yen have to be at i2 least two miles away in order to be bussed. And 13 of that aew policy, I know that we have trod lc) establish a 14 number of new school zones and crossing guards in thc 15 CID'. 16 Se, you know, i deWt kuow how maay people 17 fimt live over in Corinth and Shady Shores arc going to 18 walk to Pecan C~%k Elcmenlary School bat I think it's 19 fair to say that given the Ihct fl~at thc school has made 20 flak policy change, thru'o's probably going lo be thoro thaa 21 there would have bran otherwise. 22 COMMISSIONER POWELL: Thank ytm very much. 23 That was an ual:air question and you handlat it ad~natcly 24 or booer lban ad~uately. .25 COMMISSIONER MULI{OY: A tOrtUOUS qncsllon. PLANNING & ZON1NG COMMISSION OCTOBER 8, 2003 Page 29 ~ Page 32 CondenseltTM 2 3 4 5 6 7 8 9 10 11 12 13 14 5 7 8 9 20 21 22 24 25 1 2 3 4 5 6 7 8 9 il0 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 Page 33 Any further questions from Mr, Salmon from out' fellow Commissioners? Okay. If not, wc will entertain the comments from thc public. Our time limit is tt~ree minutes. And we really have -- i don't think we'll breach the 45 minute and half hour time limit for and against if we are very organi×ed about this. And if you have in the past -- if there's been a neighborhood spokesman, sometimes it works well to get the general thesis out and then people could come up and say i'm for or ~ainst these various points. And that's certainly up to the audience or your neighbor groups of how you wish to proceed. What we're going to do is go tlu:ough the folks that. want to speak. Wc'~ start, with ~- since therCs several routes, it's hard m say for or against an We'll start with the most number of speakers for a subject and bring you down~ We'll call the first name, and then we'll call the second, so that you can come down and sil behind the speaker and be ready to go. Then we'll go to the next group of speakers. And then for the folks that tamed in a card, but did not wish to speak, we'll read off your comments and your position. And Ms. Carpenter is going to help me stay organized or get organized. MS, CARPENTER: These are for route 5. Page 34 COMMISSIONER MULROY: okay. Thank you, Kelly. All right. The ~'irsi group will be in favor of route five anti the f~rst spcaker is Mr. Doss Phillips. If you'll come down and state your name and address, please. And the second one is Mr. Wade Willis, if' you'll get on deck here in the chair behind Mr. Phillips. MS. PHIl.LIPS: 1.adies and gentlemen of the Commission, thank you+ I would like for you to ~- i would like m encourage you to stick with the -- stick with our guns kind of on the original plan for -- COMMISSIONER MIILROY: Mr. Phillips, would you give your nmne and address again? MR. PHIl,LIPS: oh, I'm sorry. My name is Doss Phillips. And I reside at 3397 Swisher. COMMISSIONER MUI,RO¥: Thank you, sir. Mil. PHILLIPS: Anyway, I would like to encourage thc Commission to kind of stick with thc original plans of this -- of this issue. Originally, I think it was about 15, 16 years ago, thc Bass people camc up with this notion. And their basic plan was, basically, route four. And sincc that time we've had these other things pop up, but, logically, as we speak, all the building is going on west of route four. And so all those people are going to have to cross -- would have to cross Page 35 PLANNING & ZONING COMMISSION OCTOBER 8, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 i5 16 17 18 19 20 2t 23 24 25 Page 36 are of three silk stocking high dollar clclnentary schools in Dallas that have six-lane roads in front of them. Thc first being Preston itol[ow Elementary School wilh WaInul Hill Lane running in front of it. After 25 ycars, there's ncvcr been u faciEty in front of thru school. The next school is Walnut Hill Elementary School on Midway Road. It has a six-lane road running in t¥ont el' it This road is an exemplary blue-ribbon school, one of thc finest dcmcntary schools in Dallas. The next one is an elementary on Royal Lane. Also a six-tune road runs in front of it. Never any problems there. We hear a lot of thc people in thc Preserve talk about their kids having ~o cross this road and get involved with thc school. The next road -- thc pictures i show you arc looking east on Pockrus entering t.o thc back of thc school which is right here, which is all the sdaool buses come. it's where my kids go to school, it's where my kids enter the school~ It's a nice entrance. Tlqc playgrounds are back l~crc. You'll notice on these ott~or schools, all thc playgrounds are bordering thc six-lane roads. Also, Lhc next picture shows yoB rS~ht hcrc on Black Walnu/an entrance to tile school that ix at 2003 Page 33 - Page 36 I over route five -- or route four. I'm sm'c you 2 undcrstm~d, But anyway if wc do route five -- is it? 3 MR. Wi[.I.IS: ROHIC 4 you don'l WaiM, 4 MR. PlllLLIPS; R~ght. Roulc 4 is going to 5 cause a lot more p~plc 1o cross over. There's two new 6 developments since this m~ting -- since we camc to a 7 m~ting in August. One new one on Pockrus Page and 8 anothm' new one that's in thc process. Thc St'mind's bmug 9 ctmr~t right now for a bunch of apartments off Edwards L0 just south of the dmnp. And so lots of people am going 11 lo have to cross if the new route is approv~ And so I'm 12 encouraging y'atl lo stick with thc plau to go through 13 Lakcvicw and connect them. 14 COMMISSIONER MULROY: All right. Thank you 15 very nmch, Mr. Phillips. 16 Onl' ncx~ spmkcr, ~h' Willis. And on deck 17 is Ms. Susan Mayo. 1 8 MR, WILLIS: The screws ~ll OUI Of lhis 19 thing, so don't start my time until wc gcr thc microphone 20 srart~l, 21 COMMISSIONER MULROY: CaLl WC gel 22 l~hnical assistance here? 23 MR. WU.LiS: okay Thank you. My name 24 Wade Willis. I live at 5367 Edwards Road. The 25 have given la you are several in nature, Thc first lhr~ CondenseltTM Page 37 I dedicated entrance. None of these kids that live in this 2 area or over here in thc new Cyntex home area would have 3 te cross anything not even the Lakeview Boulevard because 4 they can come down these streets in Black Walnut and enter 5 the school. 6 You'll get a lot of reif fi'om some people 7 that live on Boxwood about the entrance. They've got a 8 cat-through between Lot 13 and I4 here the next 9 which is a paved walk4N'ough right hem into thc school, i 0 which is another entrance to the school. 11 All these people that live up ~n here cat: 12 come down here and go in that entrance. This nmlarkey 13 about the kids and all of this stuff, I am sick of. I've i14 never been around such -- a bunch of hypocrites in my 15 life. 1 ~ COMMISSIONI]R MULP. OY: If you'd ple~sc 17 temper your language, Mr. Willis. We're all fellow 18 citizens here. 19 MR. W1LLIS: 1 appreciate fl~at. But it has 20 goucn lo thc point of putting one group against another group and that's not fair. i will read you a quote it: tl~e 21 22 paper -- 23 COMMISSIONER MULRO¥: NOW, your time 24 getting ready to elapse. 25 MR. Wl:t,LtS: Mr. Mm'k Bio'goss, the Mayor 7 8 9 10 11 12 3 14 t5 16 17 18 19 2O 21 22 23 25 Page 38 2 3 4 5 6 7 8 9 11 12 13 14 15 16 t7 19 20 21 22 23 24 25 1 Pm Temp, in the article in the paper the other day was 2 writing about -- and 1 don't have my glasses. It says 3 here the City cannot build streets in undeveloped areas 4 since public money would benefit only a few private 5 landowners and wouldn't bc fair to the other who own 6 prope~t.y, 7 COMMISSIONER MULRO¥: okay. I'm going to 8 have to cut you off and I'm so sorry to do that. 9 MR, WILLIS: Thank you very much. l0 COMMISSIONER MULROY: But we have to honor ~ 1 the time system here+ Okay. Staff, did you want to look 12 at that microphone, please.'? And audiencc, I know this is 13 an emotional issue. But it would be helpful it' we 14 refrained from emotionalizing it. And we want to hear 15 your opinion and we want to hear your rationale, but let's 16 be kind to each other, 17 There you go. All right. Ms. Mayo, you're 18 thc first to try it. 19 MS. MAYO: okay. i'm Susan Mayo. t live 20 at 54 -- 21 COMMISSIONER MULI{OY: EXCUSe me. I'm sorry 22 to cut you off. Mr. Lowry -~ or P, yan Lowry. Looney, 23 Pyann Looney, if you'll get on board. I'm sorry, Ms. 24 Mayo, 25 MS. MAYO: I live at 5493 Edwards. And I'm Page 39 not going to say what I said beibrc because I think - I wrote it out. I sent it to you people, Route 4 would take a third of my farm. And my farm is my iii'c, don't, COMMISSIONER MtJLRO¥: ()kay. 7t~ank you for coming down tonight. Okay, Ms. Looney. And next on board is Carol Nunez. MS. LOONEY: My name is Pyann Looney, 5493 Edwards Road, Denton. I also reside on St~sar Farm. 1l would lose one-third of our property. Our neighbor Mr. Devris, who I'm not slzrc whether hc~s here tonight, spent his life savings to buy property, to build at nice house, to raise his family and to retire. Route four would go right in front of his living room. lie would a lot if that were accepted. tf I understand correctly, from our last meeting at Planning and Zoning, you lookcd at their contract, and I think somewhere in the contract, fine print, though it may have been, therc was an understanding that Lakevicw might be six lanes sometime in thc faturc. If I'm wrong correct me, but that being said, it seems to me that there is, therefore, no basis for argument. Surely the people arc concerned [kn' theh' children, l've been a classroom teacher for ahnost 40 Page 40 years, and [et me tell you, i wouldn't bc in Iht: classroom for that long if I didn't like kids And we're concerned for their future, But I think Mr. Willis has showed you that there arc other ways to get to Pecan Creek, ()nc od~cr thing i might suggest and that is that the developer has made more money than creases through this and he's going to make moro. If he's so concerned about thc Prcservitcs, then let him shell into -- take out of his pockcI, build a crossover bridge so they can get to their swhnming pool and their park. Let him put up a nice wroughtdron fence that will separate the sidewalk from the street, whict2 the kids probably won't need anyway. Thank yo~, COMMISSIONER MUI,II.OY: Thank you. All right+ Next speaker is Mr. Carol Nuncz and the follow~up speaker is Gins Nunez. MR. NUNEZ: My ]'~al'P.c is Cai'el Nunc× I've lived at -- well, my address has changed seven times since I've bccn there, but I've been there 30 ycars~ 3057 Swisher Road. And I'd just like to ,,;ay that I do regret thc division that wc have. The horse language in our neighborhood. It's unfortunate. I know it's an emotional isst~e. I wish we could resolve it difl'cmntly. it is important, though, that wc ntamtain 2003 Page 37 - Page 40 PLANNING & ZONING COMMISSION OCTOBER 8, Condenselt m Page 41 1 flic integrity of the originai plan. I would like to ask a 2 question, if Shady Shores had ever been examined as ii niain 3 artery, it sum would solve our problcms. I can 4 understand, tl~ough, tl:e emotion, living in the ?reserve. 5 Actually~ tile Preserve has been well developed+ It's a 6 grc, at addition to our neighborhood. I, for one, 7 apprecialcit. Thank you. g COMMISSIONER MULROY: Thank yon, lVn-. Nunez. 9 Ms. Nnnez, if you'll come up~ And we'll hold off ca ~he 10 on-board until she finishes speaking, Go al~ead. 11 Ms. Nt~EZ: My nmne is Oina Nunez. 12 reside at 3325 Swisher Road and I brought a map that was [ 3 sent to mc by lhc City with me. i continue lo be so t4 frustrated of this situation that we arc all place] in. 15 What we're talking about kind of is tl~e quality of 16 lifestyle itt the arena and a sense of comfort. And 1 17 gnaraut~ you, tl:ough, il' route four is chosen and they 18 take ~he back purl of my property, it' it has to be 19 condemned, i will not be comfortable. 20 I don't think it's fair to anybt~dy in 2t are~, especially when tl~ere am olher options that are not 22 being addressed, it was even mentioned in the Ii;lie page 23 the3, gave ns about route two. If you look hem, see 24 here's tl~e route four idea. ltere's route five. Here's 25 route three. Here's route two. You could take one of Page 42 1 these routes and fasten on to Mayhit[ Road and you 2 wouldn't even have to b~ild but onc big bridge over thc 3 wcdm~ds area. That would keep the sanctity of the 4 neighborhood. 5 it wo~[dn't be a through-street. I think 6 that you can plan for that. I don't buy that they have to 7 choose about their neighborhood. And that we have to give 8 up our property. I just think thru you have other 9 options. And t don't know why it's had to bo this way. 10 But you don't have to go through those wetlands. And i'll 11 tell you another thing that route four is not very far 12 from Mayhill Road. If you go out there, I could walk it. 13 ()kay. There's a lot of development in the area, But this 14 iS not going to get any easicr, If you send it back, and, 15 you know, the Preserve is going to come up here and tl'~ey t6 have valid reasons. And they get emotional, too. 17 Evcrybody gets irrational when you talk about your 18 property or your childrcn. 19 So i just would ask you to please think 20 about another way to do it. 21 COMMISSIONER MULROY: Okay. Thank you 22 very mutt:. All right. Our next group is in opposition. 23 Wc're not clear on this card. But I will call you to 24 speak first, Mr~ ]-[ugh O'Neil. And on board wc would ask 25 Cathy Knight to come down. Mr. O'Neil, if you'll give us Page 43 1 -- state your name and adth'egs. 2 MR. (}'NELL: I certainly will. My name is 3 Hugh O'Neil. [ live at 4602 Trmnpct Vine in ihe Prescrv'c. 4 Thanks for the opportunity to speak to y'all. I spoke at 5 the City Council meeting back in August, stated my 6 opposition at that time to the route five plan. And I was 7 mainly concerned with tho potential sol'cry habits I'~r 8 children witlx a six-lane highway going rigl~t smack in 9 front of the school, i still am concerned abou~ it. 10 There's one thing I do want.-- a little bit 11 of, perhaps, new information, a couple of days ago, I went 12 up to tt~e school at the close of school just to sec how 13 things go when all of these kids get out o1' school, when 14 all of these parents pick them up and so l'orlh. i5 Now', we've got 530 sotne children there 16 according to the principal, i had a nice talk with her. 17 1 saw the cars coming in to pick the kids up. Now, wl~at 18 happens, they have re ~ they come down Lakcviow 19 Boulevard. Tlxey have to make a left tur~ oil' of Lakcvic,a 20 back into tl~e school area. I said, Imw many cars do you 21 havc in l':erc. And they said, probably about 150 on thc 22 average. I saw tl~c backup on Lakcvicw waiting to make 23 that turn across the other side of LaM:view getting into 24 the sct~ool. 25 Now, you layer that on a six-lane ldghway 4 5 6 7 8 9 10 II 12 13 14 t5 ~,16 17 18 19 2(~ 21 22 23 24 25 >LANN1NG & ZONING COMMISSION OCTOBER 8, Page 44 with a bunch of cat's coming the other way, you're gems have really a problem, a traffic problem, a potential safety problem t really would like you aL1 m consider that. I'd like to tl:ank tt:e previous speaker her comments about an altemalive to four and five. new to the area. i don't know the histo~T of all of this. If you really haven't had that opportunity to pursue those others, I certainly suggest you do it. And ttmt's about all I want to say. Thanks a lot. COMMISSIONER MULROY: Thank yeti, Mr. O'Neit. All right+ Tl~e next speaker on deck is Ms. Carrie Stoeckert and speaking is Cathy Knight. if you'll state your name and address. MS. KNiGIIT: Good evening. 1 am Catl~y Knight, and i residc at 6502 Daisy Drive. And I'd also like Lo make the cormnent -- I would also urge you to find an alternate route between four and five. Wi:eh I was young, I was hit by a car while i was in a crosswalk. Not a fun experience. And I don't think that a ~ i mcan, a cl'fild's safety shouid bc in danger trying tn cross six lanes of' tml'fic to ge/to setmol. I mcan, and, also, who/the previous speaker said, traffic has started to increase. And it's going to continue to increase if you put six lanes through our subdivision~ 2003 Page 41 ~ Page 44 CondenseltTM 2 3 4 5 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 2,4 25 Page 45 So ]~ would urge the Council to please look an alternative mute between four and five. Tl~ank you. COMMISSIONER MULROY: Thank you very much. Okay. Next on board should have been Carrie Stocckert. And tl~en on deck, Mr, Scott Lent., please. MS. STOECKERT: Hi. My name is Can'ie Stoeekert. I live at 6500 Lantana Drive. And like Cathy, I also was hit in a crosswalk when I was 13 years old. And I have major concerns about' that. And, basically, l'm not going to go into it anymore, but that's wha~ I have to say. COMMISSIONER MUIROY: Thank you, ma'am. And next on board is Heather Bobo. And up to speak is Scott Lent. MR. LENT: Thank you. My name is Scott Lent. 1 live at 6509 Daisy Drive, Like many of the other people here, basically, I'm not in favor of either of these routes, but i don't know that that's a tenable position+ One thing that I'ln concerned about that would effect either route that's chosen, but' i think would have a bigger impact on route five and has not really gotten much mention is the fact that this route is going to connect the heaviest traveled norris/south route in {)ur area with the most heavily traveled cast/west route in our Page 46 t area. 2 And I think a reasonable per,on will find 3 it difficult to believe that the traffic on that route is 4 goi~g to be generated mostly from thc local neighborhoods. 5 The truck traffic on 1-35 and the truck 6 traffic on 380 is welt-known, vc~3', very heavy. The 7 ch'ivers coming north on ~-35 am going to t'i~d Lakeview 8 Boulevard as their first access to 380. The same for the 9 drivers going west on 380 attempting to get to 1-35. 0 b;ff~ctively, what we're going m have is an 11 outer belt. There's bogen no mention about control ever 12 truck lraffic. That issue was bought up at the Council. 13 And s~aff basically mentioned that it hadn't bccn 14 considered. 15 When you route 18~wbeelcrs, a substantial 16 number of 18-whee]ers in fi'ont of that ?adc schotfl thai 17 we're talking about, the impact is nmch more severe. 18 That's my major cotlcci'n. And l ask that you consider 19 flint. '20 COMMISSIONER MIJLI~,OY: 'thank you, Mn'. Lent. 21 Okay. Next on board would bc Mark Leeds, Next up to 22 speak, Heafl~er Bobo. 23 MS. BOBO: Geed evening, IVh-. Chairman and 24 Conunissioncrs, my name is Heathc.' Bobo. I live at 4144 25 Boxwood Drive. I've been a Decton resident since 1994. I l~age 47 1 am concerned about children. But 1 warned to bring up 2 some other points about it. Everyone has been mentioning ] thc traffic and the chikh'cn who would bc goh~g to tile 4 school. This is a map that is thc ~ based on thc 5 developer's concept plan. And if you see, this is ~ D is 6 where the school is. This black linc right here ~s route 7 fbur and thml this is the curt'eot Lakcview Boulevard amd 8 then route five. 9 And when I look at this, in the future, I 10 don't see this route happening in the near t"tCnrc But iii 11 the future when this school i.s here, these residential 12 areas will all be built out supposedly based on thc 13 developer's conceptual plan. And thc numbers that go 15 be east of route five. So along this area and then ] 94 16 occupancies right here arc -~ would be west of route four. 17 So these arc the people that would actually 18 have to cross. Pcople hcrc for route five, and thc peet)lc 19 here for route lk, ur. Now, this does not consider the 20 speckling of residents that are right here. But Il'rat's 21 not very many. 22 Some people have brought up that thc people 23 who tire right here in residential A and thc people who 24 live in residential G do have the pathways and I am one of 25 those people. And i love it. So I'm glad that I don't 1 2 3 4 5 7 8 9 10 11 12 13 14 15 16 18 19 ~20 21 22 23 24 25 PLANNING & ZONING COMMISSION OCTOBER 8, Page 48 have to go out and walk my child dowu Lakcvicw 13oulewn'd. These pex~plc rivet' here prc)bably in N and J rmtllstically will be driving, ifs too long ora walk or even a blkc ride. So you arc looking al more congcstioa. even bringing in the N and floc J (ff p~plc driving accessing route five I~ get ro the school Hem R, tlmt"s 1-35. So 5~ ~he futm'c developmctxt thc chit(ben aren't going to be crossing 35, bmausc, i believe, oa board there's a plan for an elemc~tary school ~t Oal~nont. So whm~ I+~ust look at flint, Zjust sm fl:at thcrc*s so much mom traffic ~hat's going lo be coming te the sclxool that's aloag r(mtc five than roam fbtn'. 5o that's all h~ve to say. COMMISSIONER MULROY: Tharlk yell Ms. Bobo. Next on beard would be ~'. Dm-ryle })entre. And next up to speak, ~'. Mark Mi/. 1.E}5[)s: ciood cveniag. Mr. Chninmm. al]d Commissioners. ~y name is Mark Linde. I lhvc a~ 6506 Lanmna Drive in Denton 76208. I strtm~ly oppt~sc route ~'uture implementation of thc light mil system which will h:rergcct LakevJew Boolcvard and will f'urtbcr c l(~ flxis thoroughfare atong wifl~ lbo school ieee dt~ring 2003 Page 45 - Page Con den gdt rx Page 49: 1 canT and sclmel release. 2 Tike second reason is the bridge over 3 Interstate 35, Post Oak, Shady Shores. Tiffs is ~ two-lane 4 bridge and right now backs up in the afl.noon with 5 traffic fi-om Norfl~ Texas College release down in Corinth 6 and in the morning and evening rush hours. Until 7 bridge is wideneA, this thoroughfare will be an oversized 8 hourglass. Please give thought to any route besides route 9 five. Thank you for yom' time. l0 COMMISSIONEI~. MULI.~OY: Thank you very much, I sir. Next on board would be Maurine Janmil and next to 12 speak, Ivh-. Dan'yIe Petters. 12 MR, I'ET"rEi~.S: Good evening, Mr. Chairman, 14 a.~d (:onus:ss:Gum's. My name is Dan'yle Pelters. And i 15 live at 4201 Boxwood Drive and t am in opposition of route 16 five. Again, I appreciate the opportunity to speak. And, 17 again, I'd like to thank David Sahnon for his eom'rosy and 18 professionalism, but, again, he chose the wrong route. 19 Route five bas many negatives. Although technically 20 lbasible, route five is much less desirable than another 21 route, route fern' that is much straighmr. 22 City staff has used tim words in the past 23 Planning and Zoning meeting that -- like it's te, chnically 24 Ibasible -- route five is technically feasible. We can .25 make it fit. ii can be shoehorneA in. Many thousands of Page 50 I consulting dollars later, guess what, route five can be 2 shoehorned in even though there lsa straighter route. 3 Route 5 is very curvy~ It's not safe. It would be hard 4 re imagine that people arc going to maintain their 45 5 an hour speed limit lmm on these curves. 6 i think riley're dangerous. There's a 7 neighborhood school only a few tket from route five, At S one time this school was compared to a school on Teasley 9 Lane it's not the same. Well, route five tkn-ough the l0 Preserve is prqiectcd to be a six lane road. Teaslcy is 11 four lanes at the school. ~2 Route five is projected to be a much higher 3 volume road. The school on Teasley is further from the 14 road, and thc turn lanes appear to be better engineered. 15 it's possible that thc traffic will back up from 35 past 16 the school, and the children could bc in much nmre danger. 17 Well, let's talk about thc purpose. What 18 is the purpose of any route? Thc purpose of a route from 19 380 re 1~35 is to move traffic at an efficient rate. lfow 20 can route five fit that crit'cria when traffic's going 2~ through a nmghborhood where there will be some traffic 22 lights, mothers are trying to drop off and pick up tl'mir 23 children, and the school zone will slow traffic at the 24 peak times of the day? 17 million dollars will be spent 25 on this routc m slow traffic down for a school zone that Page 51 t is dose to 1-35 when there's a much straighter and sa[er 2 route. 3 Speaking as taxpayers and neighborhood 4 residents, we cannot see thc logic in building route f~vc. 5 One other issue is staff ar one time said that they had 6 planned with the school, adcquatcly planned for children 7 pickup and drop off. Today, as previously pointed out, 8 cars are parked on Lakeview Drive. Parents walk up thc 9 hill to the school because the drop-off zone is filled up+ 10 This area has not been planned out very well at ali. And 11 I would appreciate you voting in opposition of route five, 12 Thank you. 13 COMMISSIONER MULROY: Thank you, Mr. 14 Petters. All righ;. Thc next speaker and it w511 be our il 5 last speaker, Ms. Maurinc Jams:l, ii' yot/ll stare your 16 name and address, please. t7 Ms. JAMAIL: My name is Maurinc Jamail. 1 18 live at 4208 Boxwood Drive, Denton Texas 76208~ The 19 purpose of tonight's meeting is to dec:dc what is thc best 20 way to move traffic from Itl-35 to 380. Thc two routes are 21 route four anti roi, itc five. 22 in my ()pinion, route four is the best route 23 lyf a number of reasons. It is, obviously, thc most 24 direct route. It's the safest route, it has thc best 25 potential. Route R)ur has the potential -- it has thc 1 2 5 6 7 8 9 10 It 12 t3 14 15 16 17 18 19 21 22 23 24 25 PLANNING & ZONING COMMiSSION OCTOBER 8, P ago 5 2 niinimmn potential of 45 in:les all hour, Tlaat means that that road can possibly go up re 55 or 60 according to David Sahnon. Route five has a maximins design spccd of 45 miles an lxmr. And Dave said that il .nay no~ even actually be able to be 45 miles an Nmr. It uuly only bc able to be 40. Conscientious drivers will not comfortable going around these bends and these turns go:tlS 45 miles an hour as their cars will swing to thc outer lanes according to Dave Sahmm. How safe is thaf? Thafg not snf¢. It's also not as true n thoroughfm'e. Thay won't be able lo get rhrough these carves as uasily and as directly as route four. Some of tike tuber things tbal have been brongbt up is thc fact that there might be a sclmal zone along route tbur, Typically, according to Gene l talbway, of the t0[sn Transportation Department, they do no; pul in off-site school zones. Route four would bc an off-silo school zone and is 1,000 feet away from the acuml school approximately depending cn where Ihcy actually build road. Being that k's 1,000 fret, they're probably woukl not be a school zone there, ralher there would be a pcdeslrian crosswalk.. Now, obviously, [ don't want any of those children to be in danger, bnl as it was 2003 Page 49 - Page 52 Condensolt'm Page 53 1 previously mentioned, there are going to be much fewer 2 students that are going to be on this side of route four 3 than will eventually be on this side of route five to 4 cross over. 5 Another thing that has been a matter of a concern is the number of parcels and the acreage that will 7 have to bc acquired. Route four has a total hume& of 8 parcels, 133 acres. Of those 133 acres, approximatcly 9 one-third is currently up for sale. 10 Another third belongs to the Preserve. 32 1 [ out of those 45 parcels approxhnately belong to thc 12 Prcserve. Only eight of them are ha the County and o£ 13 those eight only one County resident -- well, two, 14 technically, both tiring on Susar Farms, have come and 15 have expressed opposition. One other person who lives in 16 the City has expressed opposition. 17 The other people who are opposing route 18 four actually live further from route four than i do to 19 route five and, in fact, wil[ not lose their homes or 20 their property according to this map. 21 i certainly don't want to seem 22 unsympathetic to them because they, obviously, don't wahl 23 the road going near their homes anymore than wc want it 24 going near our homes, however, when you look at the two 25 routes and you sec what is truly the best thoroughfare and Page 54 Page 55 t not want to come to the podium to speak bat wanted 2 register an opinion. She will go through them and give 3 their nanms and sm~ their position, Wc'rc 4 elaborate. We're going to say for or against four ar 5 five whatever i~ is, briefly. Thank yoo. 6 MS~ C~PENTER: ~eb~ca Nunez, 3057 7 Swisher Read, This person is in support of route five, 8 and wants a copy of a Itt,er fi'om Kevin McCormack read 9 into lhe r~ord. Mr. McCormack lives at 3031 Sw%her 10 Road, l I Dair P & Z Conunission, pl~se alk~w Nm}cz 12 to read lay leper as I emmet attend in persoa tonighL I 13 would like re point cut two facts tha~ ~he Commission ~14 n~s to be aware o['. First, is the lhct that five ye,re 15 ago before fl:c first house wa; ever built in thc Preserve, t 6 wc adjacent landowners and the developers and school slag' 17 members and eib, staff members had several m~lings 18 discussing how best to nlilizc thc Preserve property. 19 The curt'eat location of Lakevicw Boulevard 20 is what we all approvmt way back then. And i personally 21 f~l that this and route five is the Best localien for thc 22 counnunity. Secondly, in light of fl~e fact that our city 23 road infrastructure is in such a state 24 light of lbo fact fi:al our cid~ read infrastructure -- l'm ~5 sony -- and lhal ihmding is always the main reason for Page 56 I what is best for this arc~ and what is be~t for tile furore 2 of Demou, route four presents a better alternative than 3 route five. i guess float's it. i talked tk'xst. 4 Thank you so nmeh. I always il'el tike I 5 don't have enough time. Thank you so mudl lbr your time 6 this evening. I do appreciate it, i know that you guys 7 arc in a difficult position because you're not going to be 8 able to please everybody this eve,ting and we do appreciate 9 your ti,ne and censidcralion. 10 COMMISSIONER MULROY: And thatlk you very l 1 much. And thank you for 3,our submission, It was well 12 done, Thank you, Okay, That concludes thc folks that 13 wan,cd to speak. We have several cards -- yes, ma'am. 14 MS. N~JN£Z: ]just would like to cea'eot 5 some of her int~mmtion because I live there -- 6 COMMISSIONER MULROY: EXCUSe me, Tile fleer ? is ual open to debate, okay, And i'm sorry, but we've got 8 to hold lo oar discipline here or ~vc would never get 9 anything done. So -- [0 MS. NUNEZ: You're saying if they give 21 incon'eCt infonnation we can't cea'cot it? 22 COMMISSIONF~R MU[,ROY: Yeti're out of order, 23 ma'am. And if you'll please let us do ourjob, we'll move 24 this along. Thank you. Now, our next step is 125 [vts. Carpenter has a handful of cards of people that did 2 3 4 5 6 7 8 9 10 13 14 15 16 17 18 19 20 21 22 23 24 25 these conditions, thc City should not bc using over a million dollars in taxpayer money to move Lakcvicw Boulevard over to tiao west ~evcral hundred ARcr liviug in this arco for over 25 years, I have a pretty good lkel for whm will work h~ this arco. t recommend to thc Commission thai existing Lakeview Boulevard be left m its current location and that route five be approved. There will bca savings to the City of L3 million dollars or more and these savings could be applied lo thc widening o[' May'hill Road as our m~ior uorth/south ar~crial connection. Thanks for listenh~g and good tuck m malting a sound decision. Kevm McCormack. Teresc Thomas, 191 Duchess Drivc~ No. 425, has checked the box opposition, And doest~'t tell us which rou:e, ls that person herc? Jaui~ Rondel, 4508 Trumpcl Vine states -- COMMISSIONER MLJLROY: EXCtlSC mc. I'm going to -~ when tlqcy say in opposition. Thc rcc:ommcg(iation routc five. MS CARl,ENTER: This person1 is in opposkien to route four and to route five. COMMISS1ONFR MULROY: Okay. Tha~k you. MS. CAI~i'ENI'EI{: (;armen Gottardi,6402 l]awthom Drive, opposes route hvc. PLANNING & ZONING COMMISSION OCTOBER 8, 2003 Page 53 - Page 56 Conden gelt TM Page 57 1 I Manuel Gottardi, opposes route five. 2 Denise Lent opposes route five. 3 Troy Jamail opposes route five. 4 Veronica Alexander opposes route five. 5 Debra Strong -- I'm sorry. I stopped ¢ reading addresses -- 6501 Lm~tana Drive, opposes roulc 7 five through the Plantation Development. 8 Frank Simon, 4605 Trumpet Vine, opposes 9 five. Do not go by the grade school. 10 Delores Silnon, 4605 Trumpet Vine. Please 11 do not go by the grade school and so close to the homes 12 that back up to Lakeview Boulevard, 13 Van and Rebecca Scott, 4605 Bay Tree 14 Avenue. We oppose route five. 15 Dovctta Petters, 4201 Boxwood Drive, 16 opposes route five. 17 Paige Walkcr, 6302 I. Iawthom Drive, opposes 18 route fn,c. 19 Jaekie Bruce, 42~5 Boxwood Drive. I'm 20 opposed to route five. i believe a six4ane highway 21 abutting an elementary school is a huge safety issue. I 22 also believe thc congestion that it will create near and 23 on exit 460, the two4ane 35 east bridge overpass will be 24 monumental. 25 Jay Walker, 6302 Hawthorn Drive has strong Page 58 1 opposition to route five. Route five is obviously unsafe 2 for the children and residents of the neighborhood. 3 Several thousand ears will destroy the Preserve 4 environment and is in direct opposition to its creation. 5 Sue and Scott Ewing, 6316 Barberry, i 6 believe it is, oppose route five. 7 Dawn and Mike Smith, 4511 Bay Tree Avenue, 8 oppose route five. 9 Cyndi Buckingham, 6503 Lantana Drive, 10 opposes route five. 11 Brian Buckingham, 6503 Lantana Drive, 12 opposes route five. And that's thc extent et'thc cards, t 3 Mr. Chairman. ~4 COMMISSIONER MULROY: Okay. This concludes 15 oar public input. Those who have wished ~o speak have~ 16 Those who have turned in cards, we've related the 17 information. So Pm now going to close the public hearing 18 and we will entertain questions or dNcussion of my fellow 19 Commissioners. Mr. Roy. 20 COMMISSIONER ROY: I have a question for 21 staff, please. A suggest[on has been made by several that ,22 are possibly likely alternatives that you haven't 23 presented to us, Could you address that issue, please? 24 MR. SALMON: YOS, sir+ Wc have looked at a 25 number of' alternatives. 1 know that at thc City Council PLANNING & ZONING COMMISSION OCTOBER Page 59 meeling and, again, this evening and I think we've eve,: 2 received some letters from folks suggesting that we 3 somehow cermet Lakcview Boulevard over into Mayhill Road, 4 ~ think ~ address~l in one of tt~e handouts Ileal I provided 5 in yoor backup, why, at lmst, fi'om a staf'f persp~live we 6 don't think that that would be a workable ~alutieu. Based 7 on om' Maybill Road s~dy, we akcady rmlize that it's 8 going to have to bca sixqane divide/road. 9 And il~ we were ~oing to take thc potential 10 traffic that might be gcnerat~l over fro'thor I that would uso Lakcview Boulcvm'd and also add that 12 Mayhill Road, you know, Ws quite possible that MayhiII 13 Road could have to bc eight, ten or maybe ceca [ 2 lanes 14 wide in order to handie that traffic. 15 That would bc an exceptionally wldc mad. 16 1 have no idm how nmch right-of-way it woukt take te 17 build il. And thc other ~ssue is is 6mt the Texas 18 Departnmnt ef Transporration's plans for I 35 are 19 provide thr~ lane service roads in each di~ctiom So 20 you can imagine what would happen if we took just, you 21 know, ten lanes -- a ten4aue Mayhill Road and inmrsectcd 22 it wkh 1-35. Number one, we're only going re have three 23 lane Ii-outage roads wllou TxI)OT d~s rcbuikl it. 24 Highway 2499 that wilt be coming up from 25 thc south is only schedul~t to have six lanes according Page 60 1 the Texas Department of Transportation. So l don"t thi.~k 2 it's very rtxtlistic ~o funnel all of lbo trafl'ic tba~ 3 might use Lakevicw Boulevard over to Mayhill and expect 4 all that traffic to funnel through some son of an 5 interchange al 1-35 considcring what tiao Tcx:ts Department 6 of Transpormtlon has m store ibr us for 35 and [lighway 7 2499. 8 Benton the Preserve ami -- i mean, bctwmn 9 thc Preserve aud Mayhill Road, them are uo mom platinol 10 interchanges for 1G5, so any road that coukl possibly fit 1 I anywhere in belwma wmlld have to i~tcrsccl 1-35 at thc 12 service road and woukl not have a crossover or an 3 interclmnge. And, well, I jus~ don't believe thai 4 would be appropriate cffher. We've spear a year and a 5 half. And we've come up with lbcse five 6 alternatives, and spent quite a bit of money doing thaL 17 i ~ally don'l -- yeah, we could probably think of' 18 alternatives, bL/t ~ don't know that thuy would be very 19 malisfic. 20 COMMiSSiONER MULROY: Mr. 21 COMMfSSIONER FOWELL: Yeah. MI'. 22 several conmlents were made about Rails to Trails Corridor 23 and the bridge over 35 affecting route five. And I agr~ 24 that boll: of those arc true. But when i look at thc map 25 ~hey equally afl'ocr route four. I can't s~ any 8, 2003 Page 57 _ Page 60 Cond~nseltTM Page 61 I differcuce. You've get lo cross thc bridge to gao to 2 either one, and tile Rails to Trails is going to cross it 3 below wherc 'they come together now. So I don't sec any 4 difference. Four and five are equally aff~ct.od unless I'm 5 missiug something. 6 MS. SALMON: NO. Routes four and five 7 coincide just 'to the north of the Rails to Trails and 8 then, of course, the bridge issue would be the same for 9 both of fl~em. ].0 COMMISSIONER POWELL; ']'hank you. 11 COMMISSIONER MULROY: MS. IIolt. t2 COMMISSIONER HOI.T: Yes. I have a couple 13 of queslions. There was a statement made about the truck 14 traffic on this road and this being a major north/south 15 thoroughfare. Is that the objective of this road? 16 MR. SALMON: well, l mean, I think it's 17 true to say that wc tkcl -- staff l'cc, ls and i tbh]k based 18 on the Mayhill Road study, we foci that there does nccd to · 19 be a nortt'dsouth thoroughfare. That's not only to move 20 tlu'ough traffic, but it's also to get traffic generated iu 2t lhe area out. So, yes, that would be a true stalement. I 22 ~hink that Lakeview Boulevard and Mayhill Road would both 23 be considered north/scuff: thorcughlhres. 24 COMMISSIONER }~Om': well, what I'm kind of 25 getting at, I guess I kind of went the back way. This is 1 2 5 7 8 9 0 11 12 3 14 15 16 7 lg 19 20 21 22 23 24 25 Page 62 not going to be, like, an alternate truck route or m~ything. MR. SALMON: well, and i know the gentlemen earlier mentioned that at the City Council mccting, I did say that, you know, we really hadn't given that a whole lot of thought. And thc reason we didn't give that a whole lot of thought is thc fact that il' that wore going to bca t~ck route, thc City Council would have to pass an ordinance making that. a truck route. And to be honest with you, if tho ever happens, I hope I live about a thousand miles away from here, because I think you'd have a fuller Council chambers here than you have now. COMMISSIONER HOLT: SO it will be -- thc trucks won't be -- thc 18~wheelers will not be allowed on it? MR. SALMON: NO. No. That's not to say that a truck that has to use -- COMMISSIONER HO1.T: I mean, there will Dc one occasionally, with a destination. MI{. SALMON: ldght, if there's a destination -- according to our Truck Route Ordinance, if you have a destination on a road that's not a truck road, you're allowed 1o usc that road to get to your designation. Bu/you're not supposed to usc it as a through route. So, I mcan, obviously, trucks arc allowed Page 63 ~LANNING & ZONING COMMISSION OCTOBER 8, 2003 1 the site to the school district. 2 No;',', I'm not aware of the particulars of 3 how this particular site was choscn. Bul it really 4 amounmd to that this is thc property that thc developer 5 and the school district agr~i 1o use as thc school site. 6 Who, that b~amc apl~arcm to City stuff' fl~at wc wore going 8 a ser~es of, 1 would say no less that~ four n~[ings, with 9 thc school, their architccls, their cngiuccrs, thc 10 Preserve developers, ~l~c PresclWC developers engineers. 11 We had several huge mintings with everyone who was 12 involved nxiug lo o~anizc aud, 1 guess, site thc school 13 so lhar fl~cre woukl be as litde impacl on thc 14 fl~oroughi~m as possible. 15 That's why we have thc wa~ing paths that 16 come in from the side. Thnt's why thc bus drop off and 17 thc stalt parking comes in off of Swisher Road ius~¢~d of' 18 Lakcview Boulevard. I m~q~l, lha~ wa~ alt stuff thai was 19 wcrk~t our with the school district and wilh fl]c developer 2(') before one shovel of ditx was ever turn~t. 21 So, you know. lhe scl]col district wa~cd 22 imo this knowing ~ha~ tiffs was going to be a six-lane 23 divided boulevard bccazlsc wc mci on it ibr Itc>tUb ill/ C.B([ 24 MR. WATKINS: well, I understand flirt thc 25 attendaacc zone goes p(~s~ibly all ltie way to Cros~ Roads Page 64 Page 61 - Page 64 2 they're there for is to make a delivery er whatever 3 they're doiug, Io do their busiaess and leave, h is act 4 intend~ to be a ttmmgh truck route, And le be behest 5 with you, I don't cvcr sm lhis being a tln'ough trnck 6 route b~ause it would require an ordinance approved by 7 the CiW Council to make it so. And I don't think timt 8 that would ever be approved or pass~h h just doesn't 9 sram ~alistic. 10 COMMISSIONER HOLT: Thank you. 1 ] COMMISSIONER MULROY: Mr. Watkins. 12 COMMISSIONER WATKINS: Thank you, Mr. 13 Chair. David, it smms to mc that the maia issue or a 14 huge issue [icrc is thc school, the children bring 15 delivered to school, mien to school or whatever. I 16 assume tirol fl:ese p~plc, some of fl~em, apparel before 18 school along a mqior theroughfin'c. But regardless oJ' 19 whether th%, did or noL did we no~ have a school bom'd 20 rcprcscntative here and told us tha,t they were aware when 2~ that school was built or nor? Is my nlclllory l~mlty? 22 MR. SALMON: Thc advell~ of Ibc sc}~oo} wag a 23 little bit different than most. Actually~ Iht developers 24 of the Preserve r~liy wanr~ to have a school within i25 their development quite badly. Aud they actually donated Condenselt TM 5 6 7 8 9 10 11 12 t4 15 t6 17 lg 19 20 21 22 23 24 125 Page 65 ca tho south side of 380 lbr this school? MR. SALMON: Pill not sure llow far north it goes. Like I said, I know lhat it goes fltrthe,' cast into Shady Shores and Corinth and it goes quite a bit west toward Mayhilt Road. And, obviously, it does go fro'thor to the north. Ihn not sum how far. COMM£SS[ONERWATK[NS: we've just been looking at a map m a small area though as far as atteudance zone goos. MR. SALMON: tdght. ()13-e thing that the school district did tell mc3ust today is that they do have a new school opening up in the near future out near 1 2 3 4 5 6 7 8 9 il 12 thc Providence Development on Highway 380, which wonld take in a bunch of Cross Roads+ COMMISSIONER WATKINS: okay. MP,. SALMON: SO they lhink that this attendance zone will probably be changed to some extenl enee that elementary school opens, i don't know specifically what changes they'll make. COMMISSIONER WATKINS: okay. I gooss my second and shorter question would be, I was on the inlcrstate overpass just a few days ago. It's hon'iblc. But il' ! uuderstand correctly, now, that does not belong to us in any shape, form or fashion; is that eon'eot? MR. SALMON: Well, il belongs to lite Texas Page 67 speakers has dispmcd that number. Do yoo have a high level of confidence ill tho! number? MR, SAI~MON: I have a good conl'idencc that number. I mean, Like any type of engincxa'h~g study~ there are always a nmnber of assumptions that you have to make ~o sort of lamtch your study. And just like drainage or any off,er engineering subject, lh~c's always a liltlc bit of wiggle room io those numbers. Bu~ to bc houest with you, i mean, sturdy indicates 8(5 pcrcenL 1 mean, il could be 75. It could be 85. I mean, but l'm relatively confident that the majority of tho traffic that using both of those Page 66 i Department of Transportation and physically it's in tho 2 City of Corinth, however, the Texas Department of 3 Transportation does plan to widen that bridge at some 4 point in the future to eight lanes. So, you know, that 5 could be five years from now. That could be fifteen years 6 from now, We don't know, but them am plans to widen it. 7 COMMISSIONER WATK1NS: similar to Loop 288? 8 MR. SALMON: correct. 9 COMMISSIONER WATK1NS: Thank you. Thank 10 you, Mr. Chair. COMMISSIONER MULROY: Thank you, Mr. 11 12 Watkins, Mr. Johnson. 13 COMMISSIONER JOitNSON: David, you have 14 stated that your data is that maybe 80 percent of the 15 traffic on Lakcview would be site generatcd as opposed to 16 through trnfl'ic'? 17 MR~ SALMON: Thor's cermet. According to 1 g the Lakcview -- or excu~ me, the Mayhill Road capacity 19 study flint we've just received in a few weeks ago, at 20 leas~ 80 percent of thc traffic that will use both Mayhill 21 and Lakeview would be what we consider site-generated 22 traffic as opposed to people just passing through, not 23 oriented or nor starting within the city. 24 COMMISSIONER JOItNSON: Okay. Now, we've 25 ht:ard a dissenting opinion here tonight. One of the 13 14 15 16 17 18 19 2O 21 22 23 24 25 2 3 4 5 6 7 8 9 10 11 12 13 14 15 17 18 19 2O 21 22 23 24 25 PLANNING & ZONING COMMISSION OCTOBER 8, routes am going Io be st:aerated by uses surrounding lheJn bas(xt on our cxisling ZOlSng. 1 llleall, We gave om' ¢()nsuhanls our existing zeolng map and the5' also got demograpific numbers fi'om the North Texas Council of (iovermncnts. And basex] (m lh¢ year 2025 nmnbcrs timt cmnc fi'om tile North Texas Council of Govenmtents, they're indicating ttmt 80 pcrccm of the traffic is going to be sile~gcneralect, meaning thc people that somehow start out itl this area and then leave fi'om this ama rather than people that arejust driving lN'ough to get from one point to another. COMM[SglONEI~. JOHNSON: okay~ And another question I have, fi'om some of yom' responses in our backup Page material, i'm led to believe that ~he NortlgCentral Texas Council of Governments, Denton County, Tx~)o'r. c:orinfl~ and I)tSD have all b~n plauning on Lakevicw Boo[cvard being a re,flor fl~oroughlhre for quite some time. In off,er words, tiffs is nesting now and at thc time now my question would be, is thc area that gtms by in fl'onl of the school, which basically is rolac five now, is that the route that all of tllcsc [elks have bccn plauning on for all of this time? MR. SALMON: That's thc route that's bc~n on our Mobilib' Plan and that's the rou~ ttmt we've always assmncd was going to be unlil we got to this .iuncluro. COMM[SSIONEI~. JOIINSON: okay. Thank you~ COMN"iSS[ONER MULROY: ,All right. Mr. ~tl'llllgC. COMMISSIONER STRANGti: imvid, yot~ nlcntiollcd you got a letter from thc developer outlining these costs. Is flint just a perceiv~t cost they've thrown out? Have you k~okcd at that to determine fi~c accuracy of thc)sc amubcrs and is that something Ihat wc conld cxpecl a) result in a natural cost if retire [our was lo¢~kcd al instead of route five? Mt~ SAt MeN: well, actually ab(mt thc time Star we were really taking a hard look at thai thr~ 2003 Page 65 = Page 68 CondenseltTM Page 69 1 million dollar number is when wc discovered that route 2 five was actually a viable route. And I won't say that 3 S3,075~000.00 was tile number tbal Ibc developer gave us 4 and that was their first cut. i mean, i would be -- I $ would assume that if we ended up with route norther fern', 6 there would probably be aveu' lo'ge amount of 7 negotiations between the City and the developer trying to 8 arrive at a different number probably somewhat lower than 9 that, but I don't know how much lower. 10 But because we discovered that route five t 1 was actually a viable route and that it had a much lesser J. 2 physical cftbct on how the Preserve was zoned and platte, 3 we thought -- we chose not to go down that route and 14 nc, gotiatc that nmnbcr with the Preserve developer because 5 wc jus~ thought, well, why do that when we bare this route 6 that really d~sn't affect their zoning and planing. So 17 we don't really need to worry about that anymore. 18 COMMISSIONER STI~.ANGE: But from a cost t9 difference -- but fl'OUl a GOSt standpoint, it docs make a 20 substantial difference in the budget -- there's a budget 21 discrepancy between thc two routes? 22 MR, SALMON: well it does. I mean, even '23 beibm you a&t that number in, I think that route nmnber i24 five is about a little over a million dollars different or 25 less than route norther four. And so, you know, you add in Page 70 1 lhis tin'ce milliou dollars and so now we*re a little over 2 four million dollars higher. You know, I think ifs safe 3 to assmne that maybe that tN'ce million dollars is the 4 developeffs first nmnber and probably their wishful 5 thinking. 6 And that that number would ultimately end 7 up somewhat lower. But, you know, is that number one and 8 a half million or is it two million? I mcan, we're still 9 looking at several million dollars additional expense lk.nr 10 route munber four. l J. COMMISSIONER S'I'ILaNCiE: 'thank you. 12 COMMISS[ONEI':: MULROY: I'm going to 13 recognize Mr. Roy. I just want m back up. I did hcar 14 you say that you -- when you discovered route five was 15 going lo be a viable route that ~his information came into 16 play? 17 MR. S^LMON: Right. During ,, l g COMMISSIONER MULROY: lS that in conflict 19 with thc response to Mr. Johnson's earlier queslion that 20 route five bad always been the considered route by the 21 different entities? 22 ~,~R SALMON: well, no~ Route five actually 23 -~ what we have on oar current Nlobilit3' Plan is what we're 24 showing as routes, i think, numbm's one and three. And 25 rou~c number five follows that until you get up here to PLANNING & ZONING COlVI1VIISSION OCTOBER Page 71 I thc very north end of the Preserve. So from b35 up to 2 Edwards Road has always been thc smut. 3 COMMISSIONER MtlLROY: Okay. Thank you for 4 that clarification. Mi-. Roy. :5 COMMIS.S. ION[:,I'I ROY: David, il' we were to 6 choose route four. thc cmTent alignment would bo a 7 significant impact to some people. Is there a way that wc 8 can modir? thc proposed route four to stone small degree ~o 9 move one direction or thc other and re~tncc thc significant 10 impact lo thc two or throe parcels that woukt be so 11 substantially impact{xU 12 MR SALMON: what we're doing this evening 13 is laking a look at amending om' MoblIily Plan~ And tl~c 14 Mobility Plan is a map flml's a very small scale, So, you 15 know, what wc're looking at here is a map dmt has a 16 small scale. Aad, in fact, just the width of thc linc on 17 INs map, I ~ncan, ii' you xvcrc to scale it out is several 8 hundrext tixt. So i guess itt answer to your question, what 19 we would typically do is try to al least get a general 20 route first, and then when and il' funding becomes 21 available to actually do design work and surveying and 22 maybe even build the road, at that point, wc fine mae thc 23 alignment to, nmubcr one, minimize lhc cost to the City, 24 and number two, minimize the disturbance to any residents 25 or property owners that may be affected by the road. Page 72 I ,So ill allsV,:cr lC..} your (]ucsliolf. }'cs. 2 quite possible that if route uumber l'om' was chosen, that 3 the road coukl be shifted fi'om one side to thc other, 4 maybe aliule bit of curvalurc addcd to il. There's a 5 number of things that could happen to route number Ibm' 6 tho would help mitigate some of thc cflkcts that some of ? thc propcr~ owners in route nmnbcr ibm' have. 8 Now, you know, I'm ~tanding up here and 9 saying that, you kt~ow, those types of changes in the 10 alignment, if we were to try ~o show them on a map of 11 scale, it wouldn't be visible to the nak~ eye I mcan, 12 you know, whctt:cr we draw this linc on this map, yon know, 13 an eighth of an inch over one way or thc other doesn't 14 molly make a whole lot ef difference because, ultimately. 15 what's going to nod ~o be done, if there's cvc~' I'nnding .16 available is a r~l on thc ~ound survey and an 17 cngln~ring design that will accomplish not <ndy cc>si 18 savings lbr the ci~y, but a minimmn of disruption for 19 citizens. 20 COMMISSIONER ROY: May I follow up? 2 l COMMISSIONER MULROY: YGi. sir 22 COMMISSIONER ROY: SO you're saying that al 23 this filno there is no way that we could choose route fern' 24 and not commit al lbo same ti[nc lo not have lbo 25 significant disiurbanccs'7 8, 2003 Page 69 - Page 72 CondenseltTM Page 73 ] MR. SALMON: well, I guess what Pm saying 2 is we can conm~it to that in as much as, you knew, putting 3 this stuff in tile minutes and making it part of lhe 4 motion, but when it comes to drawing this map, considering 5 the scale of lhe nmp, for instance, if we were going to 6 say, well, I want this road to make sum that it goes east 7 of rvh-. Smith's barn. Well, that's all fine and well, bm 8 there's no way of showing that accuralely on ,q map ef ti:is 9 scale. And so what I don't want -- l0 COMMISSIONER MULRO¥: };~xellge Bio. Call I got 1 J. us to tile poiltt -- you do have the latitude when you gel 12 to larger scale drawings re, m fact, not cut somebody's I3 house in half. 14 MR. SALMON: well, right. And thal's 15 l'ypically something thal happens with design and survey. 16 COMMISSIONER MULROY: Right. At the next 17 phase. So if a mot/on was made with the intent that all 18 due consideration be given, we do have latitude a half a 19 mile ahnost on some of this road routing. So half a mile 20 is a long distance to get out of somcbody's back yard? 21 MR. SALMON: ~dght. I mean, Because -- 22 because this map is such a small scale, I mean, just 23 because lhis llnc is exactly them deesn't mean thai 24 that' s where the road' s going to be. 25 COMMISSIONER M[JLROY: Are you comfortable Page 74 1 with that, Mr. Roy? 2 COMMISSIONER ROY: You've answered my 3 question, yes. 4 COMMISSIONER MULROY: Mr. Johnson. 5 COMMISSIONER JOtlNSON: RoUte 4 is a 6 relatively straight shot compared to route five. Now, it 7 has been brought up here tonight that there would be a 8 potential problem with the speed over. And I think the 9 number that was quoted was 45 mi[es an hour if route five 10 were chosen. Do you have any concerns with what the 11 traffic speed limit on that route would be, either four or 12 f'ivc, and do either one of them strike you as being a 13 safety issue? 14 MR. SALMON: well, first of all, as a rule 15 of thumb, a primary arterial such as this usually has a 45 16 mile an hour speed limit. Now, you know, I say that 17 because that's kind of our starting point. But what 18 actually happens is once thc road has been constructed, 19 whether we're talking route four or five or any other 20 route, what actually happens once the road has been 21 constructed, is a speed study is conducted, in accordance 22 with connnon practices, and, 1 mean, kind of a universal 23 nationai procedure, we measured the 85th percentile speed 24 o£ thc traffic on that road, and that -- and the speed 25 linfit is typically set to the closest fNe mile an hour PLANNING & ZONING COMMISSION OCTOBER Page 75 1 increment to that 85th percentile speed. 2 So what Ms. Jamail indicated was exactly 3 right. If it turned out that because of the curves on 4 route number five that people were only driving 40 miles 5 an hour because the curves were a little bit too sharp, 6 then, you know, even though we typically make primary 7 arterials 45, we would probably post at a 40 mile an hour, g because people aren't driving 45. 9 Same thing if wc were going re look at 10 route number four which is a relatively straight road. 11 You know, assuming we don't have a whole bunch of still) I2 signs and traffic signals, you know, it. would be possibtc 13 for people to be &lying 50, 55, 60 miles an hour'. And il' 14 the1 g5th percentile speed on route nmnbcr tbur turned ()ut 15 to bc 55 miles an hour, i don't think it would be, 16 there's a possibility it could, ii' it did, then, I mcan, 17 based on universal standards, we'd have to post a 55 mile 18 an hour speed iimit. 19 So, I guess, the answer to the question is, 20 thc speed study will bc done once [l~c road is built and 21 that speed limit will be scl on thc 85th percentile speed 22 and if route four is a straighter route, it does stand to 23 reason that it has a potential to have a higher speed 24 limit, 25 COMMISSIONER JOHNSON: So really, thc speed Page 76 I lilnit shouldn't bc an issue because timt's going to bt set 2 to whatever is the appropriate speed limit for that 3 design, right? Is that what you're s%,ing? 4 MR. SALMON: I(ig~t It's -- cities often 5 get m trouble for setting speed limits that aren't 6 consis[ent with that 85th percentile speed especially in ? the instances where they might set speed Iimits that are 8 lower thm~ the 85th percentile. There have bccn court 9 cases where the city has been, 1 guess -~ because thc 10 speed limit was ~et so much below the 85th percentile 11 speed, that it was actually considered a speed trap. 12 So 1 mean, it doesn*t make a whole lot of' 13 sense fbr the City to vary from that 85th percentile speed 14 very much, because that's thc national standard that most 15 cities use to set speed limits by. That's the standard t6 that the State uses to set their speed limits by. And sc/, 17 I mcan, ii' we're ,_,omg to have any legal standing with mir 18 speed limits, tbat's what we need to follow. 19 COMMISSIONER MULROY: okay. Mr. Strange. 2(1 COMMISSIONER ST1LA. NGE: [..'xcuse me. ]"hi5; is 21 a question from a newcomer on the Commission. 22 Chronological order here. Did you start with route one, 23 then route two, route three, route four; is that the way 24 this has evolved over a period of time? 25 MR. SALMON: well, I think tbal*s actually 8, 2003 Page 73 - Page 76 Condcnself''~ Page 77 I a really good question because it allows me to bring up 2 how this whole issue startexl to begin wifl~. And we've 3 sor~ of -- this process has mutated to some extent from 4 what it was originally intended to be. When we first 5 started out, we had route uumber one on om' Mobility Plea. [5 COMMISSIONER STI1,ANGI2: NOW, is that 7 stone as the old Lakevicw Boulevard route fron~ 1986'2 8 MR. SALMON: yeah. That's tim old Laker,ow 9 route that came back in '86. Itl fi:e late 1990's the t O developers of Lakcview Ranch raised an issue about moving I 1 the road over to Trinity Road and then thus creating what 12 ~ve'm calling now, route nmnbcr tN:cc. And as a result of 13 some traffic studios that were done wi,Ii that particular 14 development, the City Council adopted a new Mobility Plan 15 that showed two routes. It was never intended that both 16 of them would be built but it was going to be either one 17 or the other, 18 So since 1999 we've had a Mobility Plan 19 fi:at has indicated two routes with the intcnlion that only 20 one of thc two would actually be built. What's happenext 21 and whm really brought tiffs issue to light was aborn a 22 year and a half or maybe even two years ago now, some -- a 23 development group that's -- was looking ai buying thc bulk 24 of Laker,ow Ranch Development said, well, you know, we 25 really want the City to figure out whether it's going to Page 78 1 be rom'c number one or route number rote or tln'ee because, 2 you know, we're coming in and we want to get ready to 3 build, you know, more of Lakcvlcw Ranch. And we can't 4 build Laker,ow Ranch unless we know whcfiler it's going to 5 be rot]lc one or rou~ two. 6 So what really started this whole process 7 was wy,ag to determine which one of these two routes we 8 needed to go with, in tile course el' doing thru, we 9 discover-cd that there was a relatively new Corps of 10 ]2ngineers policy that says fimt they will not allow a road 1 crossing at their property' unless it is considered a 2 regionally significant read which typically is a State 3 [ Iighw'ay. 4 The Corps property runs up fl:e Pecan Creek 15 flood plaia ama and it's the back water ~br Lake 16 Lewisvitle. 17 COMMISSIONER STRANGE: Yeah, I read that in 18 the co,reheats here. And Ihat*s how this filing has just 19 moved from one, to two to tkrce. 20 MI;,. SALMON: well, right. And flmfs thc 21 kind -- tha~ was our first clue and then the -- what 22 ,'call>.', t guess, was the button book for staff was even ii' 23 we cmfid get around tho Corps of Engineers issue, route .24 number one and route nmnber two didn'l make financial 25 sense because ~hc bridge structure that would be rexluimd Page 79 1 to cross tho croak at that location is so high that thc 2 road woukl probably never be funded because you would 3 never have enough money in a bond program to bt, lid thc 4 bridge let alone tim test of thc road. ~ COMMISSIONI.:R ST[.LANGI£: 1,'kc I sa}:, I read 6 part of that in those comments. So wi:on you got over to 7 four, five, and thee you looked a~ thc potential of going 8 with route ~bur vets,ts five, now, that ,,,,.'as; a plan you ail 9 did some months back and was thc only reason that that was 10 looked at ~o come up with a route five is just fi'om lhc 11 opposition oI" the landowners there or -- 12 MR. SALMON: well. that's what remlly 13 prompted it. Wc came up with route number four based on 14 the Fact thai it was going to be too expensive to build 15 the bridges on either rooms one or two. ] (~ COMMISS[ONEF, S'rt(,xNO~.:: fright. 17 MR. SALMON: And wc really didn't think 18 that roulc nmnber five was going to hc possible and didn't 19 really pay a whole lot of attention to il and fklt that 20 with lite iuformatien we knew at thc time, route nmnbcr 21 four was extremely less expensive. There xw~s no Corps of 22 Eng/ucx~r issue to deal with and we held a public meeting 23 and had a public hearing here at the Planning and Zoaing 24 Croton,ss,on well over a year ago, At that time, a mnnbcr 25 of file residents that arc l]m'c this evening opposing roulc 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ~22 23 24 25 PLANNING & ZONING CONIMISSION OCTOBER 8, Page 80 number four wcrc there thou, And at fi'mt time the Planning and Zoning Con'mfission directed staff t'o kind of go back to drawing board and sec if there were any more possible routes that could be looked at, you know, just to make sure that what we were recommending was really thc oniy possible solution. And in doing so, we did discovcr that even though as has been mcntioned tonight, route number five, being a little bit tight on the curves, it still does meet all of our minimum criteria for cm'vamre and ii does work. And then -- of course, tben we discovered that there was some additional costs savings and all of thc right-of-way issues crone up. And that's what sort of changed staff's mind from going from route 2mr to route five because number one, wc realized il realty was a viable route. And number two, there seemed to bca cost savings and probably a time savings in terms of acquiring right-of-way. COMMISSIONER STRANGE; BLt[ from a thoroughfare standpoim, is it your opinion that ibm' would offer some advantages over five or not? MF,. SAI~MON: I mem~, I think it's honest that anybody can look at route number lbur anti see that 2003 Page 77 - Page Conden selt ~ 5 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 l 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 t7 18 19 20 21 22 23 24 25 Page 81 it's a more direct route. COMMISSIONER STRANGE: SO it basically boils down to perceived cost and opposition? MR. SALMON: l¢ight. I mean, there's definitely an issue of a perceived higher cost for route number four and a perceived difficulty in obtaining right-of-way if that route were chosen. But I mcan, if you were just looking at two lines on a map, i mean, I think it's clear to see that route number four is a straighter alignment for the most part. You know, i mean, i suppose that's the one advantage that it does have. COMMISSIONER STRANGE: well, yeah, like I said, that's pretty apparent. 1 just wanted to make sure nay understanding of' all of the facts to date were correct+ And primarily as it boils down it's to opposition from the existing landowners along the route 4 and then this expected cost, wlfich could go from four million down to a million depending on what the developer was willing to 1 2 4 5 6 7 8 9 10 11 12 14 15 16 17 18 19 compromise to, MR. SALMON: Wel]t, and I think, also, coupled with the fact that it is possible to build number five with curves that meet a 45 mile an speed, which is what we were looking at, Page 83 COMMISSIONER MUI,ROY~ WO~.t[(I yell like tO approximate that? MR, SALMON: I think it would be hoocsl to say that route number five would bo somewhat longer limn route uumber fern+. COMMISSIONER MU[,ROY: Bill would -- MR, SALMON: Probably not -- COMMISSIONER MULROY: WOllld you like approximate ~ MR SALMON: TO bo holiest with yon. guessiug, probably a couple, maybe ~vo to rhrm, maybe 4,000 ILmt at tl]e most. I would say dcfiultcty less lhan 4,000 f~l and very likely as low ag maybe 2,000 t~t. COMMISSIONER MUI,RQY: SO half a milo? MR. SALMON: well, not oven flint. 1 yeah, a half a mile is probably a good -- COMMISSIONER MULROY: okay. So m~dm'stal~ding flmr thc difi~rcnce between route fern' and rome five is just a half a mile? recto hour design 2O 21 22 23 24 COMMISSIONER STRANGE: Thank you, MR. SAI MeN: WOII, some'whorls ill thai l'allgl;, somewhere bctWO~ll a bnlf mite or maybe 11t1'¢ E]Elai+IOI'g nfilc. I m~n, if I were jus~ going to estimate off ti:is map. COMMiSSiONER MULROY: 1 flfink w~'rc closer Page 82 COMMiSSiONER ML'LROY: Thank you, Mr. Strange. Okay. i have a few questions. I ;hink my fellow Commissioners have all -- there's no one on the cue, so i have a couple -- David, I think you've given us some footages on construction lengths, but what are thc actual drive length comparison between route five and route four from the interstate to McKinney Street on[y? And you may have it in thc package. I may just not be remembering it. MR. SALMON: If you can indulge mc for a minute, I believc i do have that in here. Let me tO' to put my finger on those numbers, Okay, If you look at the attacl-mxent in your packet that indicates the costs for each road, it shows you what thc total length is. Route nulnbcr four is 27,250 feet and route number five is 23,940. Now, I guess the issue with that, though, is ttmt that's really thc -- that's the length of the road that weald have to be constructed. COMMISSIONER MULROY: TO be bull That wasn't my question. My question --/'11 repeat it again very slowly for you. Looking at ti'lc map, from the interstate to McKinney Boulevard, what is thc actual mileage of route four on tlxc ground and route five? MR. SALMON: well, we don't have the actual mileage of the total route. PLANNING & ZONING COMMISSION OCTOBER 25 lo lin'ce quarters, And ii' wc equate that to ctrive [linc at Page 84 1 your spccds~ ~hc diffm'e,mal bctwcxm 40 aad 55. what -- 2 have y'all -- 3 MR. SAloMON: You're looking at about a 4 minptc's time. 5 COMMISSIONER MULROY: And tl:e volume o~' 6 lraffic, what arc we looking at? 7 MR SALMON: well. i thiuk it's safe to -- 8 1 could say that both roads would handle thc same volume 9 of tralTic. Now, you know, ~hc volume is, obviot~sly, 10 going to depend ou thc mmtbcr of driveways and 11 intersections. But, I mcau~ if you took two roads. 12 whether or not one's five miles long aod the other one's 13 fot~ milos loug, yell kllOW, ilrodociug SOltlO CLll'ValClro 14 not u~essarily take away fi'om the capacity of tl~c road. 15 COMMiSSiONER MU1,ROY: well, we've 16 aborn sp~ limits an& obviously, lhc smfightcr road 17 would have a higher sp~l bruit and ~he curvature of thc 18 longer road would have a tower spc~ limit and somehow 19 that would translate into total vohxne capacity. 20 MR. SALMON: There's uo~ a straigltt linc 21 con'clntion betw~n sp~t limit and road capacity. 22 COMMISSIONER MUt,ROY: 'fl'icrC ix in 23 sp~l limit aad capacity. 24 M~¢. SALMON: NOt wheu you're looking al 25 roads. 8, 2003 Page 81 - Page 84 CondenseltTM 1 COMMISSIONER MULROY: I don't want to -- 2 MR. SALMON: I mean, if yon're inking a 3 straight -- 4 COMMiSSiONER MULROY: I don't want to 5 define the laws of physics. 6 MF:. SALMON: I'm not trying to avoid your 7 question, lVir, Muh'oy. But i tlfink the issue is if you 8 have two roads sining side by side that are exactly the 9 same, And yon have one that's 55 m/les an hour and the [0 other one is 40, obviously, the one that's 55 miles an 11 hem' is going to have a higher capacity because they're 12 exactly lhe san:e, Everything being exactly the same -- 13 COMMISSIONER MUI,ROY: well, il would he 14 shorter. It would be fin'cc quarters of a mile shorter? 5 MI>,. SALMON: .¢ight. 6 C'OMM[.qSIONER MULROY: okay. Now, uly new 17 question is what is the purpose of this road? 18 MR. SALMON: it' s two-fold. Thc pm'pose of 19 this road is nmnber one, to be able to get people entering 20 and exiting this area of the City out to tlxe highway, 21 whether that bc Highway 380 or McKinncy or 1-35 and 22 other pu,'posc is to provide an altemalive roule for motor 23 vehicles to get between Highway 380 and 35. i24 COMMISSIONER MIJLROY: .qnd which purpose was 25 the primary? Page 85 2 3 Page 86 1 Mb~ SAI.,MON: gas~.l on thc Mayhill Road 2 study and given the fact that 80 percent of the traffic is 3 sitc-generatcxt, 1 would say ~l~e primary rcasoa for the 4 road is to provld¢ access in and out of the area. 5 COMMISSIONEP, MULROY: okay. I would remind 6 you to review yom' minutes iu your Capital hnprovement 7 Budget Subconuninee when the proposition was brought forth 8 to pm-chase additional right-of-way on the northern 9 section of this Lakeviow Boulevard. And the pm'pose as 10 stated in those minutes will shew you to handle traffic 11 from 38(~ to 1-35. And that was in 1997 if I recall, 12 possibly 1998. 13 So I guess my perspexlive, from my 14 experience is thai that proposition brought forth by CiD, 15 Staff, okay, was primm'y and four and five years ahead of 16 yom' mos~ recent study or even the thoughts that have the 17 mos~ recent study about [mernal tralTic and i believe 18 you'll find the language in those minutes. 19 MR, SALMON: Ithink you ncxx-I to put that 20 in con~ext. We pm'chas~ an additional 20 feet :21 understandhtg thal ther~ is a Iota[ feet of 80 leer of 22 right-of-way aud 20 lL~ct of that 8(> feet was purchasezt -- 23 COMMISSIONER MULRO¥: i'm addressing 24 purpose -- pm'pose+ 25 M]~. SALMON: ~dght, right. But -- ~LANNING & ZONING COMMISSION OCTOBER Page 87 COMMISSIONEP, MULI~.OY: Thc pm'pose thai you' Il l'in¢l stated ]n ~hc ,]nslil'ication l'tn-~hc City to spend the money is just as i've said. 4 MR. SALMON: Right, Because we can only 5 require a developm' ~e install tho road and thc 6 right'of-way -' *] COMMISSIONER ML~I.ROY: Pill.jUSt saying ~hc 8 pm'pose. The purpose was stat'cd. c) MR. S^U~ON: *he pmcpose is tot the l0 additional 20 feet of right-of-way opposixl to the 60 thru 11 the developer 12 COMMISSIONER MULROY: David, I'm not trying 13 ~o argue with you, 1145 MR S^,~MON: okay. I just wanted to make sm'¢ -- l 6 COMMISSIONER MULROY: ]. don't want lo gel 17 off -- if i~ was 20 feel or 200 fect~ lhc purpose that the 18 City came [orward and said, we wat~t m spend some money 19 for expandexi right-of-way was to move lraffic 20 r-35. 21 MR. SALMON: And you'fc right fl~at was thc 22 purpose IN' buying an additional 20 ftx¢,t of rigN-of-view 23 thxough Lakeview. 24 COMMISSIONER MULROY: ldght But thai was 25 fl~e purpose stated, and that was primary because fltat was Page 88 I in '96, '97 and this -- 2 MR. SALMON: That was thc primary reason 3 l'or buying that right of-way. 4 COMMISSIONER MULROY: -- and this study 5 done this ycar saying that 80 percent of the trafl'ic is 6 going to be intrinsic, really doesn't address the original 7 purpose. I mean, it's secondatT, not that it's not 8 useful. It's secondary And so I guess [ have a 9 perspective that the road, the purpose o[ thc road, was re 10 connect those two major thoroughfares. 11 MR. SALMON: l think they're both important 12 purposes, and I agree exactly with what you're saying, [ 13 think you have to look at the time frame and the amount et 14 right-of~way we were purchasing when wc made tha~ 15 statement. 16 COMMISSIONER MULROY: Ail right~ Thank you 17 very much. 1 know this has been trying for you and i 18 appreciate it. Are there any £urther -- any followmp 19 questions'? If not, we will entertain motions or furfl~cr 20 discussions, Mr. Powell. 21 COMMISSIONER POWELI.: Motion to approve. 22 COMMISfi[ONI?~I~, JOHNSON: second, 23 COMMISSIONF. R MULROY: I have a motion by 24 Mn Powell to al)prove route ISve as presented by slttl'i' and 25 may I bring your attention to thc additional minor changes 8, 2003 Page 85 - Page 88 Conden selt TM 8 9 10 11 12 3 4 5 19 22 23 1 2 3 4 5 6 7 8 9 1t 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 Page 89 to the Mobility Plan that would have to go along with this motion. Would you be so kind as to include that? COMMISSIONER POWELL: ! would be so kind as to include those, yes. COMMISSIONER MULROY: Thank you. And a second, by Mr. Johnson. COMMISSIONER JOHNSON: Yeah. COMMISSIONER MULROY: Any discussion'? If not -- Mr. Roy. COMMISSIONER ROY: t, likc all of my fellow Colnmissioners, I know are really struggling with this one, But I believe we were asked to explain the reasoning for our vote tonight and I will begin. My first reason for taking my position is going to be the degree of impact and this is thc same reason [ had before, The route five will have bc an inconvenience to many people. But ~t will be a very significant impact to a few. And I'm influenced by the fact that at this time we cannot ensure that that significanl impacl will be eliminated. My second concern is thc fact thru lhcsc routes have been extensively studied by staff and route Page 91 five has been recommended as our best solution. And i am influenced by the fact Ihat the recent second study that was done substantiated that need for the traffic and 1 runs in front of the school 2 With l'urtt~er development in Ibis aren~ i:['s 3 logical to mc, there's still going to bo a problem with 4 schoot kids. And thc saint problems that exist right now 5 would exist then because thal same street is going to gcc 6 tha~ same type of traffic witl~ thc pickmp and drop-off of 7 kids, 8 So I don~t s~ route four solving all of 9 thc kid crossing problems ~vcn. So l'd tike to add that 10 to what Joe said. ] l COMMISSIONER MULRO¥: Mt'. Powell~ 12 COMMISSIONER I'OWEL[,: [11 support of lily owa motion, I find that almost everything thai was mentioned bad about route five applies [c~ remc four. There's going lo be a school zone on either -- there's going to be a school zeno on both of them, Thcrc*s no way Otll of that i m~n, t go up and down Woodrow Lane nowadays b~ause I work at thc Sheriff's Office alt thc time. Well, Waedrow Lane all of a sudden has a gcl~oo~ zone this y~r. Never had oue before. There's no school on Woodrow Lane, but because of the new bus limits, they put a school zone on Woodrow Lane, So we're goiag to s~ Page 90 identified-- clarified why it's needed to have Lakeview Boulevard. Third reason is that the elementary school was designed consistent with the idea that Lakeview Boulevard would go to six tancs. My fourth and final reason is that route five is less expensive and potentially considerably less expensive, but certainly less expensive. And Ibr that reason, I'm=o~, in~{, to support the motion. COMMT[SSIONER MULROY: Mr. Johnson. COMMISSIONER JOHNSON: Yeah. And I would like to add that part of my reasoning is that it is obvious that a significant number of students will cross either route four or five. I'm not sure tha~ wc can tell right nov,, which will have the most crossing, but it doesn't realty matter, t think it's obvious that students are going to be crossing cither route. So that. to me is a wash. The other issue raised by a number of people, is the 1-35 intercept, And, again, I don't see that as an issue because that applies whcther route four or five is chosen. And, of course, route five is likely the lowest cost options, That is an issue. And the other thing that I have a question about is if route four were chosen, Lakeview currently exists as fbur-lane divided and 3 14 15 16 17 18 19 20 21 22 23 25 soho:el zones on beth of these streets regm'dless. I1' there is a four, there will be ,'i school zonc. If there's not a fern', there won't be, obviously, if lhe stro~l'~ not Page 92 9 t 12 13 14 15 16 17 18 2O 23 24 there Bul if tlaerc is a l'mn-, fllerc will bca /one en both of them. So ~ don't sc~ that to bca savings, lt's kind of the way i look al it, no mailer wha~ you do. thc problems exist tk~r both of d~em. We'~ goth8 to get marc developnmnt cast of ibm' that~ Wc }lave now. it's got a) be. Aud it's just going to bc thc same problem crossing over four or crossing live. I just don't sm a problem. I don't any change in thc problems. We're just moving them ik'om one p~ace to another. Thank you. COMMISSIONER MULROY: Thank yom Mr. Powcll. Any otl~er conunenls from my l~llow Commissioners? I will respectfully not support thc motion. ~'m very strong on thc original purpose of thal mad. And I -- school salary is thc ulmosl, but that's sot thc logic Tt~c logic is the impmtimcnt el' going ~hrougb all curves and then going through a school arcs where ?(m have that traffic in front of t[~c school. That is going to slow down your thoroughlhrc traffic. Whm'eas four, I a~r'~ with Mr. Youh'c going lo have crossing, bul you could maintain yOU could get that to one crossing with stop lights, and not have a schooi ar~ that would disrupt your through traffic. On thc Budget, I believe ~'. Strange made n PLANNING & ZONING COMMISSION OCTOBER 8, 2003 Page 89 - Page 92 Condenselt'm 1 5 6 7 8 9 i0 ll 12 13 14 15 16 17 18 19 20 2t 22 23 24 25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 Page 93 very good point that this is a maximum number and it will certainly -- I trust staff -- will m~tigate that three million additional that has been suggested by the developer, we certainly didn't hcar from tI~at thc last time he appeared and said he was going to -- he was happy with route four. He would replat and w[i[ing to work with the City, When I view this on mileage and speed and volulne, to stay with the original purpose and accomplish that, thc straighter - to me, the more sense it makes. Mr. Strange also made a good point about the inconvenience. I know we have some rural landowners. But let me be very clear again. The latitude and the f'inal -- thc finite, final routing of the road, we can movc that a quarter mite, half mile with some curves or moving ~t over. That finite looking at it has not been done yet. This is just a marker run across the map. And I know there's folks-~ property is precious to them. And we would -- in anything that we do, not just this specific item, we would want to give the fullest consideration and respect for your history there. But 1 assure you we do have more latitude than you're looking at on this map to be able to get away from the precious parts of your property. So with respect, and i certainly respect my fellow Conm~issioners' opinions, but I will be voting Page 94 against this motion. Mr. Powell. COMMISSIONER PO\VEL1..: OBt3 113.o1'¢ coBmleflt. When this finishes up at City Council [t will be the fifth or sixth public hearing. COMM[SS[ON~;:R MULROY: Thank yrm. 1V~-. Strange. COMM[SS[ONE, R STR_,~.NG'E; Thank you. i jus~ wanted to echo, you know -- i would oppose thc motion on tlxe basis that I, too, feel like thc cost impact on this may or may not be from a budget standpoio! what we see here. Also, th~ opportunity to realign this right-of-way on four, I think, would exist, at tl~e time it would go through, and, again, the purpose of this whole exercise is to develop a thoroughfare and even being new on here, it was pretty obvious to me that a straight lint: is Iht: shortest distance between two points. And that is exactly what route f'our is. So I would oppose tl~e amendment on that basis. COMMISSrONER MULROY: okay. Any l:~.lrthcr common, ts from thy Connnissloners? if not, the motion -- we have a motion by Mr, Powell. A second by Mn'. Johnson to approve this as reconuneudexl by stall' and with the nfinor revisions. ()kay. Plex~sc, vote. ()kay. Motion carries 5-2. 1 7 8 9 10 11 13 14 15 16 ]7 18 19 22 23 25 Page 95 O? POBFi~I ON.). COMMiSSiONER MULROY: ,XII right. Timnk you very much. l~lk)w ~omnlissionorg. Members of lhc audience. ~hank yen for being pmien~ with us. This will c(mcludc our m~ting. We now s~and adjourned Thank you~ PLANNING & ZONING COMMISSION OCTOBER 8, 2003 Page 93 - Page 95 S:\Our Documents\Ordinan¢¢s\03~vlobility Plan Amendment-Lakeview Blvd.g4.doe ORDINANCE NO. AN ORDINANCE AMENDING THE MOBILITY PLAN COMPONENT OF THE DENTON PLAN TO REVISE THE LOCATION OF LAKEVIEW BLVD; TO CHANGE THE CLASSIFICATION OF TRINITY ROAD BETWEEN MILLS ROAD AND FM 426 TO A COLLECTOR STREET, CHANGE ROUTE NO. 1 OF LAKEVIEW BLVD BETWEEN MILLS ROAD AND FM 426 TO A COLLECTOR, CHANGE FM 426 BETWEEN PROPOSED ROUTE NO. 4 OF LAKEVIEW BLVD. AND ROUTE NO. 1 OF LAKEVIEW BLVD. TO A SECONDARY ARTERIAL, CHANGE LAKEVIEW BLVD. BETWEEN PROPOSED ROUTE NO. 4 AND EDWARDS ROAD TO A COLLECTOR, CHANGE EDWARDS ROAD BETWEEN SWISHER ROAD AND EXISTING LAKEVIEW BLVD. TO A COLLECTOR, AND CHANGE SWISHER ROAD BETWEEN POCKRUS PAGE ROAD AND EDWARDS ROAD. TO A LOCAL STREET; AND PROVIDING AN EFFECTIVE DATE. (CA02-0005) WHEREAS, the City has initiated an amendment to the Mobility Plan component of the Comprehensive Plan of the City of Denton adopted on December 7, 1999 (the "Mobility Plan") to revise the location of Lakeview Blvd. to coincide with Route No. 4 as described in the route study prepared by Teague, Nail & Perkins dated March 17, 2003, to change the classification of Trinity Road between Mills Road and FM 426 from a secondary arterial to a collector street, to change the classification of Route No. 1 of Lakeview Blvd. Between Mills Road and FM 426 from a secondary arterial to a collector street, to change the classification of FM 426 between proposed Route No.4 of Lakeview Blvd. and Route No. 1 of Lakeview Blvd. from a primary arterial to a secondary arterial, to change the classification of existing Lakeview Blvd. between proposed Route No. 4 of Lakeview Blvd. and Edwards Road from a primary arterial to a collector street, to change the classification of Edwards Road between Swisher Road and existing Lakeview Blvd. from a secondary arterial to a collector street, and to change the classification of Swisher Road between Pockrus Page Road and Edwards Road from a collector street to a local street ali as more particularly described and shown on Exhibit "A" attached hereto and made a part hereof by reference (the "Mobility Plan Amendment"); and WHEREAS, The Planning and Zoning Commission after conducting a public heating recommended another mobility plan amendment; and WHEREAS, the City Council after conducting a public' hearing, f'mds that the Mobility Plan Amendment is in the public interest; 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. SECTION 2. The City Council hereby approves the Mobility Plan Amendment. SECTION 3. The City staff is directed to change the Mobility Plan map to the Denton Plan in conformity with the Mobility Plan Amendment. Until such map change is made a copy of this ordinance shall be attached to the Denton Plan, 1999-2020 showing the Mobility Plan Amendment. SECTION 4: This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the __ day of ,2003. EULINEBROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. BY: PRO C~__~TORNEY Page 2 S:\Our Documents\Ordinances\03~Mobility Plan Amendment-Lakeview Blvd,#5,doc ORDINANCE NO. AN ORDINANCE AMENDING THE MOBILITY PLAN COMPONENT OF THE DENTON PLAN TO REVISE THE LOCATION OF LAKEVIEW BLVD, TO CHANGE THE CLASSIFICATIONS OF TRINITY' ROAD BETWEEN MILLS ROAD AND FM 426 TO A COLLECTOR STREET, ROUTE NO. 1 OF LAKEVIEW BLVD AS SHOWN ON THE CURRENT MOBILITY PLAN BETWEEN MILLS ROAD AND FM 426 TO A COLLECTOR STREET, AND FM 426 BETWEEN PROPOSED ROUTE NO.5 OF LAKEVIEW BLVD AND THE INTERSECTION OF CURRENT ROUTE NO.1 OF LAKEVIEW BLVD. TO A SECONDARY ARTERIAL; AND PROVIDING AN EFFECTIVE DATE. (CA02-0005) WHEREAS, the City has initiated an amendment to the Mobility Plan component of the Comprehensive Plan of the City of Denton adopted on December 7, 1999 (the "Mobility Plan") to revise the location of Lakeview Blvd. to coincide with Route No. 5 as described in the route study prepared by Teague, Nall& Perkins dated March 17, 2003, to change the classification of Trinity Road between Mills Road and FM 426 from a secondary arterial to a collector street, to change the classification of Route No.1 of Lakeview Blvd. as shown on the current Mobility Plan between Mills Road and FM 426 from a secondary arterial to a collector street, and to change the classification of FM 426 between proposed route No.5 of Lakeview Blvd. and the intersection of the current Route No.1 of Lakeview Blvd. from a primary arterial to a secondary arterial all as more particularly described and shown on Exhibit "A" attached hereto and made a part hereof by reference (the "Mobility Plan Amendment"); and WHEREAS, The Planning and Zoning Commission after conducting a public hearing recommended approval of the Mobility Plan Amendment; and WHEREAS, the City Council after conducting a public heating, fmds that the recommended Mobility Plan Amendment is in the public interest; 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. SECTION 2. The City Council hereby approves the Mobility Plan Amendment. SECTION 3. The City staff is directed to change the Mobility Plan map to the Denton Plan in conformity with the Mobility Plan Amendment. Until such map change is made a copy of this ordinance shall be attached to the Denton Plan, 1999-2020 showing the Mobility Plan Amendment. SECTION 4: This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~ day of ,2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CiTY ATTORNEY BY: Page 2 AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: CM/DCM/ACM: February 3, 2004 Planning and DevelopmeM DepartmeM Jon Fortune, AssistaM City Manager SUBJECT - Z03-0029 (A&A Motors) Hold a public hearing and consider adoption of an ordinance regarding a Specific Use Permit for an automotive servicing and repair shop. The approximately 0.95 acre property is in a DowMown Commercial General (DC-G) zoning district and is generally located on the south side of McKinney Street approximately 300 feet east of Frame Street. The Planning and Zoning Commission recommends approval (7-0) with conditions. BACKGROUND ApplicaM: Ali Asghar Ghoncheh DeMon, TX The applicaM has submitted a request for a Specific Use Permit (SUP) proposing an automotive repair shop. The DeMon DevelopmeM Code allows both quick vehicle servicing and vehicle repair in the DowMown Commercial General (DC-G) zoning district with an approved Specific Use Permit. Public notification and property owner responses are provided in AttachmeM 3. As of this writing, staff has received one written response in opposition and one written response in favor to the request from property owners within 200 feet of the subject site. CurreMly, 6.7% of the land within 200 feet of the subject property is owned by people in opposition to the request. OPTIONS 1. Approve as submitted. 2. Deny. 3. Postpone consideration. 4. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of the Specific Use Permit (7-0), with the following conditions: 1. The applicant must provide paved parking for the automotive repair shop. 2. Prior to a parking lot permit being issued, a landscape plan will be required. 3. The refuse receptacle must be screened from view by placemeM of a solid wood fence or masonry wall as tall as the refuse coMainer, bM no less than five (5) feet in height. ESTIMATED PROJECT SCHEDULE The subject property will be required to meet landscape and solid waste requirements prior to the issuance of building permits. PRIOR ACTION/REVIEW The following is a chronology ofZ03-0029, commonly known as 716 & 800 E. McKinney Street and 723 & 725 E. Oak Street: Ordinance 2002-040, adopted February 2002, placed the subject property in the Downtown Commercial General (DC-G) zoning district and land use classification. Prior to the adoption of the Development Code (Ordinance 2002-040), the property was zoned Light Industrial (LI). ATTACHMENTS 1. Staff Analysis 2. Maps 3. Public Notification (Property Owner Notification Map) 4. 200' Property Owner Responses 5. Letter from Applicant to Staff 6. Exhibit of Site & Concept Landscape Plan 7. Planning & Zoning Commission Minutes, December 17, 2003 8. Draft Ordinance Prepared by: Chris Fuller Planner I Respectfully submitted: Kelly Carpenter, AICP Director of Planning and Development ATTACHMENT 1 Staff Analysis Summary_ of Zoning Request The subject property is zoned Dowmown Commercial General (DC-G), and is surrounded by the DC-G zoning district. The applicam must obtain approval of a Specific Use Permit (SUP) to allow automotive repair uses. Existing Condition of Property There are existing structures located on the subject property. A one-story cinder block building, with an attached metal building is located on the western portion of the property. The applicam imends to operate the automotive repair shop within this building. A one-story single-family residence is located on the northeastern portion of the property. The applicam imends to live in the residence. A one-story metal storage unit is located on the southeastern portion of the property. An existing fence surrounds the property. Adjacem Zoning North: Dowmown Commercial General (DC-G) zoning district South: Dowmown Commercial General (DC-G) zoning district East: Dowmown Commercial General (DC-G) zoning district West: Dowmown Commercial General (DC-G) zoning district Access to the property is limited to East McKinney Street. There are commercial and retail uses to the north of the subject property, with municipal offices to the south. The property to the west of the subject property is vacam, and the property to the east is a single-family residemial use. Comprehensive Plan Analysis The subject site is located in the "Downtown University Core District" future land use area. This area is imended to have a mix of educational, residemial, retail, office, service, governmem, cultural and entertainment development. It is a place where residents can live, work, learn, and play in the same neighborhood. The surrounding developed properties consist of uses similar to those proposed by the applicam. There are existing vehicle service and repair businesses in the vicinity of the subject property. The request for the specific use permit for automotive repair is compatible with the Future Land Use Plan (Dowmown University Core) and with the surrounding zoning designation. The proposed zoning change is in compliance with the DeNon Plan. Development Review Analysis Transportation A Traffic Impact Analysis will not be required. Access and Connectivity Access to the property will be made from McKinney Street. McKinney Street is idemified in the DeNon Mobility Plan as a Primary Arterial. Public Infrastructure The city tile maps show a 16" water main along the south side of East McKinney Street and a 6" water main along the north side of Oak Street. The city tile maps show a 24" sewer main along the north side of McKinney Street and a 6" sewer main bisecting the combined lots. 3 Development Code / Zoning Analysis Section 35.6.5 of the Denton Development Code states that a Specific Use Permit shall be issued only if all of the following conditions have been found: 1. That the specific use will be compatible with and not injurious to the use and enjoyment of the other property nor significantly diminish or impair property values within the immediate vicinity; The operation of an automotive repair site should not diminish or impair property values in the immediate vicinity, as the proposed uses are similar to existing uses of surrounding properties. 2. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property; It is unlikely that establishment of this specific use will impede the normal and orderly development of the surrounding property. 3. The adequate utilities, access roads, drainage and other necessary supporting facilities have been or will be provided; All necessary supporting facilities are currently provided. 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 parking areas and driveways meet the requirements of the City of Denton. 5. That adequate nuisance preventions 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. All automotive servicing and repair will be conducted indoors. Additional landscaping will be added to the site. 6. That directional lighting will be provided so as not to disturb or adversely affect neighboring properties; Proposed lighting will not affect neighboring properties. Subchapter 13 of the Development Code addresses the issue of directional lighting. 7. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. The applicant has submitted a concept landscape plan for consideration with this specific use permit request (Attachment 7). Staff finds the concept landscape plan to be adequate for consideration of the specific use permit request. A detailed landscape plan will be required prior to the issuance of permits. Section 35.6.6 allows the approval authority to recommend additional conditions on the proposal to protect the public and the welfare of the community. Staff Findings 1. With additional landscaping, screening and site improvements the proposed use is compatible with the intent of The Denton Plan and the Denton Development Code. The applicant has met all requirements of a Specific Use Permit. 2. The establishment of an automotive repair shop at this location will not have a detrimental impact on the surrounding area. Staff Recommendation Based on the above findings, staff recommends approval of the specific use permit with the following conditions: 1. The applicant must provide paved parking for the automotive repair shop. 2. Prior to a parking lot permit being issued, a landscape plan will be required. 3. The refuse receptacle must be screened from view by placement of a solid wood fence or masonry wall as tall as the refuse container, but no less than five (5) feet in height. ATTACHMENT 2 Location/Zoning Map NORTH Land Use Map Note: Highlighted parcels currently zoned DC-G. A I I AUI-IMbN I :J Notification Map NOFITI I ? ? ~ ~ ~~-- Notifidatic n ~L i ~ - ; ~ '_ Z:Z::::: ........................ :' Scald: ~ono Darkened properties are in opposition ~ublic ~otification Dato: Docombor 7, 2003 200' ke~al ~otices~ sent via Certifie0 Mail: ~4 ~umber of responses to 200' ke~al ~otice: · In Opposition: ~ · In Favor: ~ · ~outral: 0 ~ercent of land within 200' in opposition: ~.7% ~ copy of the notification list can be picked up at City Hall ~est, 22~ ~. film Denton IX 7020~ ATTACHMENT 4 200' Property Owner Responses Property Owner & Address Support / Neutral / Comments Oppose Oppose Kevin Romskog 706 E. McKinney St. Strande's Garage William J. Anderson 626 E. McKinney St. Support I feel there is {sic} enough auto repair shops in our area. I am located at 706 E. McKinney, C&C Auto Repair at 826 E. McKinney, Romero Auto Sales & Service at 603 E. McKinney, Autobody of Denton at 820 E. McKinney, Alpha Auto Care 821 E. McKinney. This property belonged to my grandparents and has a historical structure. A Texas & Pacific Railroad home moved there by TP Railroad for the Retiring Line Forman. It would be nice to see the structure retained. ATTACHMENT 5 Letter to Staff from Applicant December 5, 2003 Mr~ Christopher Fuller City of Denton Denton, Texas De;ar Mr. Fuller: This letter is to reiterate the subst~¢e of my meeting with the city planning Staff today, and bott~ pa~ies a~ed to the ch~ges on We plan of the proposed business, believing it to be an asset to the neig[borhoo& i, Ali Ghonc~eh would like to express my appreciation to city plying staff for their time, cou~esy, and help ~ this matter and the special ktelp provided by Mr. C~stopher Fuller. Yours vew ~ly, Ali Asghar Ghoncheh ATTACHMENT 6 Exhibit of Site McKINNEY STREET ATTACHMENT 7 City of Denton Planning & Zoning Minutes December 17, 2003 ITEMS FOR INDIVIDUAL CONSIDERATION: Consider the following items and make a recommendation to the City Council: mo Specific Use Permit for an automotive repair shop. The approximately 0.95 acre property is in a Downtown Commercial General (DC-G) zoning district and is generally located south of McKinney Street approximately 300 feet east of Frame Street. (Z03-0029, A&A Motors, Chris Fuller). The public hearing was opened. Chris Fuller, Planner I, stated staff recommends approval of the rezoning with the following conditions: 1. All paving that will be added to the site will be paved. 2. Prior to approval of the parking lot permit being issued a landscape plan will be required 3. Trash receptacles will be screened according to Development Code Standards The public hearing was closed. Commissioner Roy moved, Strange seconded to approve the request with conditions as presented by Staff. Motion carried. 7-0. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SPECIFIC USE PERMIT FOR AN AUTOMOTIVE REPAIR SHOP ON APPROXIMATELY 0.95 ACRE OF LAND GENERALLY LOCATED SOUTH OF MCKINNEY STREET APPROXIMATELY 300 FEET EAST OF FRAME STREET, WITHIN A DOWNTOWN COMMERCIAL GENERAL ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION; PROVIDING FOR A PENALTY IN THE M_AX]MUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; AND PROVIDING FOR AN EFFECTIVE DATE. (Z03-0029) WHEREAS, Ali Asghar Ghoncheh has applied for a specific use permit for an automotive repair shop within a DOwntown Commercial General zoning district classification and use designation on approximately 0.95 acre of land generally located south of McKinney Street approximately 300 feet east of Frame Street, as more particularly described in Exhibit"A' attached hereto and made a part hereof by reference (the "Property"); and WHEREAS, on December 17, 2003, the Planning and Zoning Commission recommended approval ora Specific Use Permit for an automotive repair shop; and WHEREAS, the City Council finds that the Specific Use Permit is consistent with The Denton Plan; and WHEREAS, in accordance with Subchapter 6 of the Development Code of the City of Denton, Texas, the City Council finds that all of the following criteria have been met: The development 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; and The establishment of the automotive repair shop will not impede the normal and orderly development and improvement of surrounding property; and Adequate utilities, access roads, drainage, and other necessary supporting facilities have been or will be provided; and The design, location, and an'angement 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; and Adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise, and vibration; and Directional lighting will be provided so as not to disturb or adversely affect neighboring properties; and There is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property; 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. SECTION 2. A specific use permit is hereby approved to allow an automotive repair shop within a Downtown Commercial General zoning district classification and use designation on the Property, subject to the following conditions: 1. The applicant shall provide paved parking for the automotive repair shop prior to the issuance of a certificate of occupancy. 2. A landscape plan must be approved prior to a parking lot permit being issued,. 3. The refuse receptacle must be screened from view by placement of a solid wood fence or masonry wall as tall as the refuse receptacle, but no less than five (5) feet in height. 4. Development and operation of the automotive repair shop shall be in accordance with the site plan on file in the City Planning Department, a copy of which is attached hereto and made a part hereof as Exhibit "B". SECTION 3. Notwithstanding the description of the Property, the property being rezoned includes all property to the centerline of all adjacent street rights-of-way. SECTION 4. The City's official zoning map is amended to show the change in zoning district classification. 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 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 ,2004. EULINE BROCK, MAYOR PAGE 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: BY: ~ .~// PAGE 3 Exhibit A proper~, '~~~,~;~."- Exhibit B l[l°iST/' McCOY STREETi. i AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: CM/DCM/ACM: February 3, 2004 Planning and Development Department Jon Fortune, Assistant City Manager SUBJECT - Z03-0030 (Laurel Oaks DevelopmenO Hold a public hearing and consider adoption of an ordinance regarding the rezoning of approximately 6.6 acres from Neighborhood Residential 2 (NR-2) zoning district to Neighborhood Residential 4 (NR-4) zoning district. The property is located approximately 350 feet south of Paisley Street, between Audra Lane and Mack Drive. Applicant proposes single- family uses. The Planning and Zoning Commission recommends approval (6-1). BACKGROUND Applicant: Karen Mitchell Fort Worth, TX The applicant is requesting to rezone the property for single-family use. Based on the current NR-2 zoning designation, approximately 13 dwelling units are allowed. If the request to rezone to NR-4 is approved, the owner could subdivide the property into approximately 26 single-family lots. The property is bordered by Neighborhood Residential 4 (NR-4) zoning districts to the north, east and south. The property to the north is platted and developed for single-family use (Mack Addition). The properties to the south and east are zoned Neighborhood Residential 4 (NR-4) and are developed for single-family use (Summerwind Addition). The property to the west is zoned Neighborhood Residential 2 (NR-2) and is not platted and is undeveloped. A neighborhood meeting was held on December 10, 2003, at the Martin Luther King, Jr. Recreation Center. The neighboring residents and property owners expressed concerns regarding potential increased traffic, platting issues, potential development design, preservation of existing tress, and future plans for the undeveloped adjoining property. A summary of the issues discussed during the meeting is provided in Attachment 5. Public notification and property owner responses are provided in Attachment 3. As of this writing, staff has received 18 written responses in opposition and 1 neutral from property owners within 200 feet of the subject site. Currently, 22.4% of the land within 200 feet of the subject property is owned by people in opposition to the request. As opposition is over 20%, City Council must approve the rezoning request with a super majority vote OPTIONS 1. Approve as submitted. 2. Deny. 3. Postpone consideration. 4. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval (6-1). ESTIMATED PROJECT SCHEDULE The subject property is not platted. Preliminary and final plats are required prior to issuance of building permits. PRIOR ACTION/REVIEW The following is a chronology of Z03-0030: December 17, 2003, Planning & Zoning Commission approved (6-1) a request to rezone approximately 6.6 acres from Neighborhood Residential 2 (NR-2) zoning district to Neighborhood Residential 4 (NR-4) zoning district. A Neighborhood meeting was held December 10, 2003 (Attachment 5). December 4, 2002, Planning & Zoning Commission denied (7-0) a request (Z02-0047) to rezone approximately 18.5 acres, commonly referred to as 700 & 702 Audra Lane, from Neighborhood Residential 2 (NR-2) zoning district to Neighborhood Residential Mixed Use 12 (NRMU 12) zoning district (Attachment 6). Ordinance 2002-040, adopted February 2002, placed the subject property in the Neighborhood Residential 2 (NR-2) zoning district and land use classification. Prior to the adoption of the Development Code (Ordinance 2002-040), the property was zoned Agricultural. The property has not been platted. ATTACHMENTS 1. Staff Analysis 2. Maps 3. Public Notification (Property Owner Notification Map) 4. 200' Property Owner Responses 5. Neighborhood Meeting Summary 6. Planning & Zoning Commission Meeting Minutes from December 4, 2002 (Z02-0047) 7. Planning and Zoning Commission Meeting Minutes from December 17, 2003 8. Draft Ordinance Prepared by: Chris Fuller Planner I Respectfully submitted: Kelly Carpenter, AICP Director of Planning and Development ATTACHMENT 1 Staff Analysis Summary_ of Zoning Request The applicam is requesting to rezone approximately 6.64 acres from Neighborhood Residemial 2 (NR-2) zoning district to Neighborhood Residemial 4 (NR-4) zoning district. The requested zoning change would allow the applicam to subdivide the property according to NR-4 lot size standards. The existing neighboring subdivisions, Mack Addition and Summerwind Addition, were approved and developed within the SF-7 zoning district prior to the adoption of the currem Developmem Code (Ordinance 2002-040). The SF-7 zoning district required a minimum lot size of 7,000 square feet. Adoption of Ordinance 2002-040, the currem Developmem Code, placed both the Mack Addition and Summerwind Addition in the Neighborhood Residemial 4 (NR-4) zoning district and land use classification. Based on 26 single-family lots, the proposed NR-4 zoning request will provide a density that is compatible with the existing neighborhoods. Existing Condition of Property The subject property is primarily vacam, with some single-family residences and is not in a flood plain. Adjacem Zoning North: Neighborhood Residemial 4 (NR-4) zoning district South: Neighborhood Residemial 2 (NR-4) zoning district East: Neighborhood Residemial 4 (NR-4) zoning district West: Neighborhood Residemial 2 (NR-2) zoning district There are single-family residemial uses adjacem to the northern boundary of the subject property (Mack Addition Subdivision), as well as to the east and south (Summerwind Addition Subdivision). The property to the west of the subject property is not platted and is primarily vacant. Comprehensive Plan Analysis The site is located in an "Existing Neighborhoods/Infill Compatibility" future land use area. New development in this district should respond to existing developmem 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. The DeNon Plan defines compatibility as: "The characteristics of differem uses or activities or design which allow them to be located near or adjacem to each other in harmony ... Compatibility does not mean "the same as." Rather, compatibility refers to the sensitivity of developmem proposals in maimaining the character of existing developmem" (p. 188). The surrounding developed properties consist of single-family lots similar to those proposed by the applicam. The request to rezone the subject property is compatible with the Future Land Use Plan (Neighborhood Cemers) and with the surrounding zoning designations. The proposed zoning change is in compliance with the DeNon Plan. Development Review Analysis Transportation Access to the property is limited to Audra Lane. A traffic impact analysis will not be required for a single-family use or duplex use that produces less than 1,000 trips per day. The proposed subdivision could result in 26 dwelling units or 260 vehicle trips per day. Access and Connectivity The site will be accessed by Audra Lane. If approved, the new lots will be required to provide connectivity to the adjacent property to the west. Public Infrastructure The city tile maps show a 6" water main along Longmeadow Street to near the south property line and an 8" water main along the east side of Audra Lane. The city tile maps show an 8" sewer main along Longmeadow Street to near the south property line and a 15" sewer main along the median of Audra Lane. Development Code / Zoning Analysis The Neighborhood Residential 2 zoning district allows a maximum density of 2 dwelling units per acre. The Neighborhood Residential 4 zoning district allows a maximum density of 4 dwelling units per acre, which are permitted in the form of detached and duplex units. Attached single-family dwelling units (i.e. townhomes) are allowed only with approval of a Specific Use Permit. The chart below illustrates the difference between the two zoning districts. Limitations for each use are explained below the chart. Single Family Dwellings P P Accessory Dwelling Units SUP (L1) SUP L(1) Attached Single Family Dwellings N SUP Dwellings Above Businesses N N Live/Work Units N N Duplexes N L(3) Community Homes for the Disabled P P Group Homes N N Multi-Family Dwellings N N Maximum Density, dwelling units per acre 2 4 Minimum Side Yards for Non-Attached Buildings 10 feet 5 feet Limitations: L(1): Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform to the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed 1 per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1000sq. ft. GHFA. 4. One additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. L(3): In part of a subdivision of 2 acres or more, up to 2 units may be attached by a common wall if the lots which contain the attached structures do not abut the perimeter lot lines of a subdivision, the individual common wall units are on separate lots designed to be sold individually, and they comply with the Subchapter 13. Additionally, units must have the appearance of a single-family residence from the street. The limitations listed above regulate the specifics of each use allowed within the zoning district. Any proposed developmem on this site is required to be in compliance with the site design standards of the Developmem Code. An approved site plan for the proposed developmem will be required prior to the issuance of any building permit. Staff Findings The existing neighboring subdivisions, Mack Addition and Summerwind Addition, are curremly designated as Neighborhood Residential 4 (NR-4) zoning districts. The average lot size of the single-family lots adjacem to the northern boundary of the subject property is approximately 9,820 square feet (Mack Addition Subdivision). The average lot size of the single-family lots adjacem to the east is approximately 8,750 square feet, while the average lot size of the single- family lots adjacem to the south is approximately 10,790 square feet (Summerwind Addition Subdivision). Based on 26 single-family lots, the proposed NR-4 zoning request could provide a density that is comparable with the Mack Addition and Summerwind Addition subdivisions. The proposed zoning change is compatible with the existing neighborhoods and with the imem of the DeNon Plan. Staff Recommendation Based on the above findings, staff recommends approval of the requested zoning change. ATTACHMENT 2 Location/Zoning Map NORTH Land Use Map II Note: Highlighted parcels currently zoned NR-4. ATTACHMENT 3 Notification Map NORTH Scale: None Public Notification Date: November 7, 2003 200' Legal Notices* sent via Certified Mail: 50 Number of responses to 200' Legal Notice: · In Opposition: 18 · In Favor: 0 · Neutral: 1 Percent of land within 200' in opposition: 22.4% As opposition is over 20%, City Council must approve the rezoning request with a super majority vote *A copy of the notification list can be picked up at City Hall West, 221 N. Elm Denton TX 76201 ATTACHMENT 4 200' Property Owner Responses Property Owner & Address Kathy Hootman 2000 Paisley Doris Morgan Owens 509 Mack Drive Corinia & Kevin Maxson 1904 Paisley Connie Bell 807 Mack Drive Gertrude Slavin 613 Mack Drive Thelma Jackson 2019 Longmeadow Ct. Morelle Miller 704 Audra Lane Stephen Moors 2014 Longmeadow Court Michael Steinel 705 Mack Drive Kelley Reese 2008 Paisley Ken Cryder 414 Mack Drive Support / Neutral / Oppose Neutral Oppose Oppose Oppose Oppose Oppose Oppose Oppose Oppose Oppose Oppose Comments As long as this cannot lead to apartments School already overloaded (Lee); Traffic, no traffic light at Mack, cannot pass at 8am or 3pm; Visual Privacy, backyard; Sneaky and pushy methods used by Dallas (illegible) trying to slip this by at a busy season when people are sick and can't get to meetings. The Developer is only trying to rezone part of the land so that if it passes, he can rezone the rest for apartments. That would make it where most of Mack & Paisley would not be included in the 200' buffer zone, making way for apartments. Drainage, Density, Traffic Too much traffic already using Mack Drive to enter McKinnev Street No Comment Too many apartments in the area - Private property owners in the area already fighting too much traffic. Change to NR-4 will increase traffic. Want to preserve the neighborhood. Oppose because of impact on neighborhood regarding traffic, school, development. Unknown number of houses or duplexes planned now and in the future. Distrust of developer, by previously trying to rezone and now requesting rezoning on smaller piece of property. Concern for ingress and egress that could adversely affect homes on cul-de-sac. The developer/owner has given no assurance to the neighborhood as to the ukimate plan for this entire parcel. Issues of access, drainage and compatibility with existing residents are unresolved. Glad to see Single-Family use. Would prefer less density. Believe strongly the entire vacant lost should be rezoned together to preserve the integrity of the neighborhood. I don't like the idea of apartments near my house and the way he (the developer) is trying to whittle down his opposition by doing one tract at a time. Alan & Brenda Atkinson Oppose We live on a cul-de-sac and do not want our 2006 Longmeadow Court street opened up into the subject property. 8 Jennifer Nistler & Justin Quinn 513 Mack Drive William Calfee 701 Mack Drive Joel & Esmeralda Diaz 2004 Paisley Oppose Heather & Jason Pitzer 2009 Longmeadow Court Elizabeth Bator 517 Mack Drive Eric Kartchner 2018 Longmeadow Court Cathy Huller 2000 Longmeadow Court Oppose Oppose Oppose Oppose Oppose Oppose We are against the possibility of having 4 homes per acre in our backyard. The developer did not convince us that this wouldn't be the situation. No plan was discussed at the neighborhood meeting. Also, the entire property and what will take place on the other parcels of land also needs to be addressed. We are against the request. Although the property is surrounded on three sides by NR-4, I believe that the higher density property to the West offsets this and this property should be developed according to NR-2 designated requirements. There is a reason why the City planners recommended the NR-2 designation originally. We don't want our property taxes to increase, our property value to decrease. We moved here to the neighborhood because the neighborhood was peaceful and we feel safe and we enjoy living here. Find somewhere else to build and leave our neighborhood the way it is. We have enough traffic on our streets as it is. Prefer to keep the number of houses to 2 per acre because of overcrowding of neighborhood and school I know that the owner of this property has the right to develop it. But this land should be used for single-family homes for the following reasons: preserve the integrity of our neighborhood; not add too much to the already stressed out roads here; safety, as a single woman I am concerned about multiple units behind my house. Paraphrased: Concern regarding future development on adjacent property Added congestion (traffic) to an area already overloaded; developer will most likely build multiple family housing on the remaining 2 sections adding: increased crime rate & noise. ATTACHMENT 5 Neighborhood Meeting Summary The Planning Departmem encourages applicams who are pursuing a rezoning request to convene a neighborhood meeting to promote dialogue among the applicam and neighboring residems & landowners. Z03-0030 Laurel Oaks Developmem December 10, 2003 Staff opened the meeting by providing a brief summary of the case and imroduced Karen Mitchell as the represemative preseming on behalf of the property owner. Mrs. Mitchell, along with Greg Mitchell, presemed the proposal to rezone the property. The meeting concluded with a question and answer period from the audience. In Attendance: Planning Staff: Chris Fuller; Wes Morrison Property Owner Representatives: Karen Mitchell; Greg Mitchell Approximately 25 City of DeNon Citizens Planning & Zoning Commissioner Johnson The following issues were discussed during the meeting: 1. Platting issues (sewerage, drainage) 2. Increased traffic in area 3. Home size, lot layouts, platting issues/land use concerns 4. Preservation of existing trees 5. Rezoning public hearing process 6. Location of access to property 7. Ownership of properties 8. Future rezoning of adjoining property 9. Lack of obligation to fulfill proposed developmems 10 2 3 7 8 lO 13 114 16 17 15 19 20 2! 23 24 25 coMMISSIONER APPLE: we're going tO reconvene our mining. We're going to reconvene our meeting and begin with Iteaaa No. 13 which is a public he~ring, bis. Willis with the Planning staff will present and I'll open the public hearing. MS. WILLIS: Oood evening, Commissioners. ?iffanie Willis, Case Manager here before you representing Item No. 13 on your Agenda, Saddle Creek, address at 700 and 702 Audra Lane. The straight zoning case request before you, we have -- COMMISSIONER APPLE: EXCUSe me, sir. If you could take your phone call outside tile chamb~s. MS. WlUUS: I'll b~in again. Thank you. COMMISSIONER APPLE: Thank you, Ms. Willis. MS. WILLIS: The case before you this evening is 700 and 702 Audra Lane. 700 and 702 Audra Lane 16 is before you tonight. The straight zoning change 17 request, the applicant is Rober~ Russell with PC^LET 18 Corporation, is proposing a straight zoning change from 19 20 NR-2 zoning classification to NRMU-12. On your screen, please view the site. 21 Notice that adjacent to the north, south, and east are 22 existing single-family standard established dwelling 23 units, and there to tl~e west community mixed use is the 24 Mack Park multi-family attached apartment units. Again, 25 Page 122 i multi-family development is proposed at this property. 1 2 Currently, the property is mostly vacant. 2 3 The specific su~ested land use analysis 3 4 provided by the applicant at the time of application 5 suggests that they will build 256 multi-family dwelling 6 units. As you see on your backup, page 7, the site 6 7 proposes compact, possibly increasing the transient 7 8 population; thus, setting a criteria for performance 8 9 standards there on Audra Lane. 9 10 The requested zoning change allows for 222 10 11 units based on the proposed, zoning for ~mx.~-12 according 11 12 to the Development Code'. 222 units are allowed according 12 13 to the Development Code based on the proposed NRMU42 13 14 zoning classification· 14 15 Before you on the screen, photos looking 15 16 down Audra Lane toward the McKinney Avenue. We see 16 17 anchoring McKinney are commercial uses coming back toward 17 18 Audra Lane. This is immediately as you approach the site 18 19 here below is prercy nmch vacant. To the west, south is 19 20 the conwnunity mixed use general which houses the Mack Park 20 21 Apartments. Other than that, this site is bordered by 21 22 ~22 established single-family homes. ' ' 23 As identified in thc map and your backup, 23 24 the notification xvas provided to addresses identified on 24 25 the Denton tax role. A total of 237 or more public 25 PLANNING AND ZONING COMMISSION 12/4/2002 Attachment 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 4 5 Page 123 notices were provided via the mailing. Those notices were for 200 and 500 foot. The slide before you shows the future land use, the existing land uses, existing neighborhoods, infil~ compatibility. The plan reco~mnends that the existing neighborhoods within the City vigorously protect and preserve neighborhoods. Multi-family units that are compatible with the existing densities, nei~borhood service, cmranercial, and other land uses are allowed. The Comprehensive Plan encourages diversity of housing stock and increased density would definitely limit the sprawl. Before you the applicant is requesting to gO from NR-2 residential zoning to the NRMU-12 residential zoning classification. Excuse me. As you can see, NRMU-12 iS hmnediately to the south of this particular site. I would like to return to our notification map and indicate at this time we have received 12 additional responses in opposition to this zoning change to date since the response or the written, typewritten information provided in your backup. We also have received one letter in favor of this zoning change request, person addressed at 708 Audra Lane. Currently, the opposition for this property is at or above 52 percent of the residents that responded to the 200-foot notification. In conclusion, a zoning change would allow Page 124 new construction and extend the multi-fmnily use into existing single-family neighborhoods. This concludes my presentation. COMMISSIONER APPLE: Thank you. I believe we have a couple of questions. Commissioner Powell. COMMISSIONER POWELL: The map that's up there now, please if you could describe to me, define for me the colors. MS. WILLIS: Before yOU, Commissioner Powell, the gold is definitely our site and then the adjacent areas in red would be the areas of properties that are in opposition. The grayed out areas, excluding 701, we did receive an opposition position on that case today short of 4:00 o'clock today, they are in opposition and counted in the 20 percentile area according to the Code. And this would definitely, the 52 percent, this amount of opposition will definitely trigger a super-majority vote subject thne this case goes to City Council. MR. SALMON: what do the gray properties represent? MS. WILLIS: The gray properties. COMMISSIONER POWELL: Blue, whatever that is there. M§. WILLIS: They arc just shadowing, Page 121 -Page 12~ Attachment 6 misses. 1 showing that they're within the 200-foot area. However, 2 at the time that we created our map had not provided a 3 decision. 4 COMMISSIONER POWELL: SO there was no 5 response from those at that time. 6 MS. WILLIS: That's correct except for -- 7 MR. REICHHART: They're just shaded to show 8 that they were within the 200-foot but we have not 9 received a response. 10 MS. WILLIS: Except for the 701. 11 COMMISSIONER POWELL: I understand. 12 MS. WILLIS: Except for the 701 property. 13 Again, we did share with you that we did receive 14 additional responses within the 200-foot but they're after 15 the typewritten was provided in your backup. 16 COMMISSIONER POWELL: Thank you very much. .17 MS. WILLIS: Yes, sir. 18 MR. REICHHART: And there are a couple of 19 properties that we received opposition from that aren't 20 identified on here. So, I mean, this isn't an up-to-date, 21 but there's over 50 percent opposition right now. 22 COMMISSIONER POWELL: It'S as up-to-date as 23 you could do it. I understand. Thank you. 24 MR. REICHHART: There are a couple of 25 Page 126 1 COMMISSIONER APPLE: Thank you. 2 Commissioner Watkins. 3 COMMISSIONER WATKINS: Thank you, Madam 4 Chair. Ms. Willis, on page 3 of our backup, I read on the 5 middle para,apb the majority of the properties located 6 within 500 feet of this property are rental, multi-family 7 type dwelling units. Is that not an error judging by the 8 map that's on the screen? 9 MR. REICHHART: Yes. 10 COMMISSIONER WATKINS: Just sLmply to make 11 clear. Thank you very much. 12 COMMISSIONER APPLE: commissioner Roy. 13 COMMISSIONER ROY: YOU stated that the 14 maxh,num units that could be built on this properD' is 222 5 under the NRMU designation. The applicant, as I read in 16 my backup, has a significantly higher number than that. 17 So tonight we are not considering that issue. We are only 18 considering the NRMU; is that correct? 19 MS. WILLIS: That is correct. Tonight 20 before ~ou is a straight zoning change, NR-2 residential, 21 proposed NI~MU-12 zoning change request. Yes, sir. 22 COMMISSIONER ROY: Thank you. 23 COMMISSIONER APPLE: There are no more 24 questions. Thank you. 25 MS. WILLIS: Tharlk you. 1 2 3 4 5 '6 7 8 9 10 12 13 14 15 16 17 18 19 20 21 22 23 24 25 . Page 127 COMMISSIONER APPLE: IS the applicant present? MR. RUSSELL: Yes, ina'am. My nalne is Robert Russell. I'm at 6231 Berry Hill in Dallas, Texas. · . We have applied for a zoning change on this property. It's approximately 18 and a half acres. And as Tiffanie has just told you, it's bordered by single-family and multi-family to the west and south, as well as Mack Park which is there below us to the south. The property is heavily wooded. And in the plan thru we have proposed with the City, we have kept approximately 75 percent of the trees that are there. We feel like that that's an important part of the property and we've attempted to keep as many of those trees as possibly. A lot of them are over 50 years old and those are all tagged and marked on a survey for us. This property is very close to the employment government center that you see down Audra Lane and on the south side of McKinney Avenue where the new govenmlent centers are located. As well as on McKinney Avenue, there's also the Food Lion at the corner that's being turned into government offices, as well. This area is going to continue to need additional housing. It's an area that has, we believe, high use for housing for the government center that's coming and is akeady in place. Page 128 1 They also have the occupancies of the properties there 2 located nearby remain rather high and we feel that there 3 is a need for additional housing in that area. 4 This housing is not subsidized. We feel 5 that multi-family is the best use for the property because 6 of its relatively small size and because there's only one 7 entry into the property and that is off of Audra Lane. 8 There is not a flow-through street. 9 The property was zoned Agricultural until l0 the Plan was taken in earlier this year. It's my 11 understanding that it was, along with several other 12 properties, defaulted at sac. ^nd we believe that the 13 best, as t said, we believe that the best use of the 14 property is multi-famiiy. We also agree with Ms. Willis' 15 calculation of 222 units and that would be thc maximtml we 16 would ask for. 17 We've had a neighborhood meeting in 18 September. We had excellent turnout and we had excellent 19 suggestions from the neighborhood and we have attempted to 20 respond to those comments and complaints and suggestions 21 in the following manner. We're down to 222 units which we 22 believe is correct. We have changed the plan to have only 23 r~vo-story buildings. We do not have any three-stou 24 buildings. 25 One of the bi~egest complaints that we heard Page 125 - Page 12 ?LANNING AND ZONING COMM][SSION 12/4/2002 Attachment 6 1 was that we were too close to the single-family homes at 2 the back of the property along Paisley and Mack. as well 3 as Lon~mneadow, and we have proposed to increase the buffer 4 zone from ten feet to 25 feet along those three sides. In 5 addition to that, we would provide an eight-foot fence. 6 The eight-foot fence would be moved eight feet, at least 7 elg.ht feet on to our property and our residents and their 8 peus could not get in that eight-foot buffer zone between 9 the fence and the neighborhood. That would cut down on 10 noise, trash, having pets at your backyard, and having 11 people in the back. 12 One of the other things that was suggested 13 was that the trash pickup was a problem on properties like 14 this because they're conunercial and sometimes their trash 15 is emptied in the middle of thc night. And we have 16 suggested and would go to a compactor system where we 17 would pick up our own trash with a maintenance man and 18 bring it to the front of the property so it would be the 19 furthest point away from the residents. Thank you. 20 COMMISSIONER APPLE: Thank you. Is there 21 anyone in the audience who would like to speak in support 22 of this Agenda item? 23 Mm sMrr~{: I would. I live at 706 -- 24 COMM£SSIONER APPLE: YOur name, sir? 25 MR. sMrm: David Smith. Page 130 1 COMMISSIONER APPLE: Yes, sir. 2 MR. SMITH: And like he says, we've got 3 nice apartments already. They don't bother us and I've 4 owned the property ever since 1981 there and it's been in 5 my wife's family, all the property since early '50's or 6 the late '40's. My wife's, like I said, family owned the 7 property. Like he says, I've got no gripes about the 8 apartments and I'm the only house that's facing the 9 apartments. So all the rest of them is the back of the 10 apartments, their house. But like I said, my house does 11 face right in the very center of it. Thank you. 12 COMMISSIONER APPLE: Thank you, sir. Is 13 there anyone else who wishes to speak in support? t have i 14 a number of cards that wish to speak in opposition. Eric 15 Janssen. 16 MR. JANSSEN: Thank you, Madam Chairwoman 17 and Commissioners. I appreciate being here tonight. Eric 18 Janssen, I live at 413 Fox Creek Court, within 500 feet. 19 .. There's a couple of pertinent facts that I 20 placed on the letter before you. And I know that them 21 arc several different ~oups here this evening, all very 22 interested, and most have been able to stay this late, who 23 also are opposed to rezoning this property NRMU-12. I[ I 24 could ask all those opposed to please stand, I'd ~25 appreciate it. ?LANNING AND ZONING COMMISSION 12/4/2002 Page 131 I COMMISSIONER APPLE: If' you'd please 2 address the Cmmnission. 3 MR. JANSSEN: Yes, ma'am. I'm sorry. 4 COMMISSIONER APPLE: Thank you. 5 MR. JANSSEN: There are homeowners who back 6 up to The Fountains AparUuents which were akeady zoned 7 NP~'~U-~a and these apartments were built directly behind 8 these homes. There's a speaker here for that group. 9 There are speakers here who abut this site on all sides 10 who would like to speak. There's a representative of the 11 Lee Elementary P-fA who would like to speak, a teacher from 12 the PTA. ~ don't know if the D£SD is here tonight. And 13 then there are a fe~v more other homeowners in the area. 14 Each one has a unique perspective on the issue and they 15 would each appreciate three minutes, while at the same 16 time trying to make the meeting go as quickly as possible. 17 If I may point out a couple of things 18 regarding the staff report. As the developer did mention, 19 there were 85 people who showed up on just a couple of .20 days notice at the site. Most were opposed before the 21 meeting. By the end of the meeting, I think the staff 22 will report to you that they were all opposed. I'd like 23 to point out that the Mack Place Apartments, I think it's 24 akeady been mentioned, have also taken a position of 25 opposition. Page 132 1 I'd like to point out that the diversity of 2 housing in the City certainly is necessary and it's 3 appropriate, and the Planning Development Code has 4 stipulated that. I believe in the planning process. I 5 was told by Mr. Robert Reinard today that in the 6 development process, multi-family was cited along McKinney 7 Street. It was anticipated for that growth, mostly on the 8 side intentionally for that reason. On the north side 9 from McKinney all the way up to almost to Mingo and to the 10 raikoad tracks is all scheduled for single-family 11 neighborhood infill. That's what we would like to see it 12 stay: 13 The percentage Of 52 percent, in actuality, 14 I believe the number is actually higher. On the original, 15 on the computer screen a moment ago a moment ago it showed 16 all the respondees on Longmcadow Court as being in a gray 17 coding. In fact, almost ever'y single one of those have 18 submitted their reports and they are all opposed. I have 19 copies of those. So I think that was probably just an 20 over~ight. 21 On my letter I'd like to just read into thc 22 record thc points that I made on that letter, and that is 23 the business about thc zoning along McKinney is 24 appropriate but zoning a lot of multi-family into the 25 housing area north of McKinney is not appropriate. Page 129 - Page Attachment 6 i NRMU-I2 zoning, straight zoning tonight without platting 2 means that the developer, while they state intentions for 3 one purpose at this meeting, could change that to some 4 other purpose, and there are a lot of other uses for NRMU-12. Thc site has 52 single-family homes within 200 6 feet. The value of those homes is $4.8 million. The 7 elementary school is within 200 feet and there's not 8 currently an elementary school in this City that has 9 hundreds of apartments within 200 feet. I0 I will respect the three-minute bell and I will entertain any questions or let the other speakers 13 COMMISSIONER APPLE: Thank you. 14 MR. JANSSEN: Thank you very much. 15 COMMISSIONER APPLE: K~n Cryder. 16 MR. CRYDER: My name is Ken Cryder. I live 17 at 414 Mack Drive. We've lived there for about 12 years 18 since this neighborhood has built. It has been a nice 19 peaceful neighborhood, a quiet neighborhood, and now we've 20 got apartments moving in all around us. Well, you know, 21 like you say, this is our most important value is our 22 home. We put evm-ything we've got into our home. When 23 these places move in like this, it devaluates our home. 24 So what are we supposed to do with that extra money we've 25 lost.'? Just suck it up and go on about it? You know, the Page 134 1 family people are what pays most of the taxes, the family 2 homeowner. 3 And I just don't think it's right for the 4 apartments to come in here and degrade our homes and take 5 our values down when they shouldn't go down. Thank you. 6 COMMISSIONER APPLE: Thank you. Roman 7 Sternprok. § MR. STEMPROK: Hello, cvm'ybody. My name 9 is Roman Stemprok and I live at 2121 Longrneadow Street. 10 And I'm the neighbor of The Fountains Apartments which 11 akeady were built a couple of ),ears ago, and I bought my 12 house five years ago and basically so I can compare before 13 and after. Before I used nay property, my backyard and I 14 had a basketball court and I just played basketball once 15 in awhile there. It was very nice. Then The Fountain 16 apartment complex was built and when I go to my baekyard, 17 then I pick up trash, beer cans. coke cans, and garbage 18 bags once in awhile, cigarette packs. So that's an issue, 19 and I don't usc my backyard, my property as much as 20 before. 21 Then also there is noise. It's not a 22 social noise, just real noise Thursdays, Fridays, 23 Saturdays, parties. So that's also what wakes me up. 24 Then there's basically a large building just maybe 15, 20 25 feet across the fence. And, again, it has a lot of PLANNING AND ZONING COMMISSION 12/4/2002 Page 135 i windows and so I have to keep my blinds closed ail the 2 time. So my life basically changed having now the 3 apartment complex built next to my property. So that's 4 basically just my feelings. 5 .. And then there is some collected 6 infonnatlon from the rest of the people nei~boring the 7 apartment complex. And, for example, Dickson's, 8 three-story looks into their yard;' Watts, lost all 9 privacy, reported people using binoculars looking in their 10 windows; Guttierez, she reported people hollering at her 11 children in her own backyard; Rm-non, attempted to sell 12 home, couldn't and refused to give it away; Davis, dog put 13 to sleep over a problem with apartment dweller; Davison, 14 owner could not sell; Route, could not sell. So those are 15 just some notes from the rest of the people neighboring, 16 you know, the apartment which was built two years ago. 17 That's al1. 18 COMMISSION'ER APPLE: Thank you, sir. 19 MR. STEMPROK: Okay. Thanks. 20 COMMISSIONER APPLE: Mike Steinel. 21 MR. STEINEL: My name is Mike Steinel. I 22 live at 705 Mack Drive which is one of the properties 23 right there that will abut this new development if it goes 24 in. 25 Rather than speak to all these issues that Page 136 1 everybody's concerned about which is privacy, noise, 2 light, pollution, trash, traffic problems which will be 3 severe because of the limited access. One of the nice 4 things about this little neighborhood is that there's only 5 a couple of ways in so it's pretty quiet. 6 But rather than speak to that, I'd like to 7 speak of the over-arching issue which to me is if this 8 zoning is changed, it will basically benefit one person or 9 one group of people and that's the developer, and will i0 adversely affect the 50-some homeowners right on the 11 perimeter and, I don't know, a couple of other hundred 12 people in that neighborhood which is primarily owner 13 occupied. 14 My wife and I bought the house four years 15 ago and we enjoy the neighborhood. This rezoning is not 16 compatible with the neighborhood. It isn't compatible 17 with what happens on the north or the east, to most of the 18 area on the south and to much of the area on the west. 19 And I don't think that it's in the spirit of the zoning :20 plan whJ. ch says, which was stated ~ 'minute ago, which 21 vigorously protects existing neighborhoods. 22 Just one thing to clarify, the builder who 23 said he responded to suggestions, one of the suggestions 24 and one of the requests was that the fences that were 25 destroyed on this area when the land was cleared I think Page 133 -Page 13( 2 3 4 5 6 7 8 9 10 1 12 13 t4 15 16 17 18 19 20 21 22 23 24 25 Attachment 6 18 months ago, awhile back, would be fixed. And he agreerl I to do that in September. I checked with the landowners 2 right the,'e and they're still not fixed. I appreciate 3 4 your time. COMMISSIONER APPLE: Thank you, sir. Dave 5 Rockwell. 6 MR. ROCKWELL: Thank you. My name is Dave 7 Rockwell. I live at 505 Mack Drive and I abut right next 8 to the property myself. I've lived in my house for ten 9 years and it's the only investanent I have. Six years ago, 10 I lost my leg and I damn near lost my house. And I 11 managed to keep it and I struggled though, and everything 12 I got is in my house, and I don't want my house to devalue 13 because they're putting apartments in there. 14 I had a red oak tree planted in my backyard 15 about a foot from behind my fence and not only did they 16 take the red oak out, they pulled my fence down. They 17 hauled it off. It's do~vn there at the City dump right ,18 now. When you go talk to somebody about it, they're doing 19 this, everybody is pointing fingers but it doesn't resolve 20 the issues of the fence. My backyard now is 18.5 acres 21 and I kind of like having that 18.5 acres as a backyard 22 and I appreciate it but, you know, I'd like to have my 23 fence back and my red oak. It didn't belong to them. It 24 was mine. I guess that's ali I've got to say. Thank you. 25 that the reasons for being in opposition to the rezoniag PLANNING AND ZONING COMMISSION Page 139 would be fully understood and acknowledged. I can only appeal to your better judgnnent and put yourself in our place, how you would feel. I know this may go on deaf ears. Y'all have heard this. You're tired. It's very important to us and we can only appeal to you that you would understand our position tonight. Thank you. COMMISSIONER APPLE: Tllank yOU. April Boykin. MS. BOYK[N: Good evening, Madam Chair and members of rite Commission. My name is April Boykin. I reside at 709 Hettie Street here in Denton. I come to you tonight as a member and representative of the Lee Elementary PT^ ~oard with the intent of proposing a resolution to the rezoning of land in our neighborhood, and I have provided you-all with a copy of that resolution. I ask that this be entered as an official document into tonight's minutes and transcripts. WHEREAS, the Lee Elementary Parent/Teacher Association represents 556 students, 80 teachers and staff, and hundreds of parents and residents of the Lee neighborhood; and WHEREAS, a developer is attempting to change the zoning of neighborhood single-family lands at 700 Audra Lane into multi-family zoning for purpose of building up to 300 apartments; and Page 138 ] COMMISSIONER APPLE: Thank you. Judy 1 2 Cowling. 2 3 MS. COWLIXO: Thank you. Judy Cowling, 609 3 4 Mack Drive. And my husband and I both, I mean, we abut 4 5 the property in discussion tonight. My husband and I have 5 6 lived there for mn years at 609 Mack Drive and we 6 7 consider our home our major investment, as all others have 7 8 said. I hate to bore y'alk I'll make this quick. 8 9 We've enjoyed our environment. We're not 9 10 opposed to growth but we feel that by building a 10 1 multi-family dwelling directly behind our liome would 11 .2 greatly bring ~.bout the devaluation of our property. I'm 12 13 sure y' all could all attest to that. Not to mention our 13 14 backyard privacy, how it would be invaded. We do not 14 15 believe that anyone would like to have a two or 15 16 three-story building peering over their fence at them. 16 17 Over the last few years, it has become 17 i8 extremely difficult, not to mention almost impossible to 18 19 pull out from our home on to Mack Drive and on to McKinney 19 20 with the existing traffic. If a multi-family facility is 20 21 allo~ved to be built on that property in question, it would 21 22 again it~c~.,~,~ ;.he traffic tremendously in that area. 22 i 23 We also have a concern over added noise and 23 24 security in that area. By saying this, I can only hope .24 25 25 12/4/2002 Page 140: WUEP,~^S, the land of the attempted rezoning sits across the street and within 250 feet of the front doors of Lee Elementary School; and WHERE~,.S, hundreds of new apartments would do nothing to benefit Lee students, may actually cause significant additional safety hazards for students walking to Lee Elementary, and may create significant additional demands on the educational efforts of the school. BE IT RESOLVED, the Lee PTA strongly supports the preservation of the current single-family zoning of the land at 700 Audra Lane. AND BE IT FURTHER RESOLVED, the Lee PTA strongly opposes any attempts to rezone land at 700 Audra Lane for the purpose of constructing hundreds of muki-family aparmtents. AND BE IT FURTHER RESOLVED, the Lee PTA strongly urges the Mayor and City Council members, Planning and Zoning Corrm~issioners, and all City staff to deny any attempts at rezoning changes that would allow apartments or other high density, high {r~'ffic uses of the land near our school. The motion to accept this resolution was voted on and unanimously passed at our general meeting held Sept~tber 10th. In addition, we have collected three pages of signatures from family members in the surrounding Page 137 -Page 1 2 4 5 6 7 8 .10 I1 12 13 14 15 16 17 18 :19 2O 21 22 23 24 25 1 2 3 4 5 ? g 9 10 11 Attachment 6 12 13 14 15 6 17 18 !9 20 22 23 24 25 Lee neighborhoOds who oppose the rezoning. I would like to add that the intersection 2 located at Paisley and Audra Lane, just west of the school 3 campus, will suffer dramatically increased traffic with an 4 addition of some 250 plus vehicles. Because I, along with 5 many other families live west of Audra Lane, my child, as 6 a walker, has to cross that intersection two times a day. 7 I would like to publicly thank our crossing 8 guard, Mr. Blagg, who is in his 80's and has done a 9 tremendous job over the years in keeping our children safe 10 when crossing at that intersection, because I have 1 personally seen a vehicle pass right through there without 2 stopping at the stop signs. 13 However, with an addition of 250 plus 14 vehicles, I don't know that even Mr. Blagg would be able 15 to handle the traffic while helping our children cross the 16 street. In fact, I suspect a traffic light will have to il7 be installed to ensure adequate regulation of the traffic 18 flow. 19 Therefore, Commissioners, I beg all of you 20 to hear us loud and clear. We do not want this 21 development to take place in our cormnunity. I thank 22 you-all for inviting me to speak this evening on behalf of 23 everyone from the Lee Elementary School and co~mnunity. 24 COMMISSIONER APPLE: Thank yOu. Joy 25 Page 142 Robinson. 1 MS. ROBINSON: Madam Chair person, I'm Joy 2 Robinson. I reside at 409 Fox Creek Court which is withir 3 the 500 area. I also am a teacher at Lee Elementary. I'm 4 also a parent of students at Lee Elementary. 5 I have been a resident in Denton for almost 6 40 years~ I have been a resident in my home for ten of 7 those years. And as such, I would like to implore on you 8 to keep our neighborhood a neighborhood. In the ten years 9 that I've lived there, three apartment complexes have come 10 in. It has devaluated our homes. It has caused 1 increased problems at the school with the mobility of the 2 children moving in and out. We already have a socially -- 13 a low socio-economic population at our school and putting 14 more apartments in that area would only further that 15 problem. And so we implore that you please listen to us. 16 Hear Ms. Boykin. 17 I was going to speak on traffic myself. 18 It's awful and we do not need more people coming in with 19 their traffic and their noise messing up our 20 neighborhoods. Thank you. 21 COMMISSIONER APPLE: Thank you, ma'am. 22 Kiso Zmnora. 23 MR. ZAMORA: Hello. My name is Kiso Zamora 24 and I live at 2009 Paisley Street within 300 feet from, tie ,25 ~'LANNING AND ZONING COMMISSION 12/4/2002 Page 143 proposed zoning change. I bought my home in 1988 because I was starting a family and I wanted my son to attend the ethnically diverse Robert. E. Lee Elm~entary School. I chose a small, quiet neighborliood where evco'onc knew everyone, whm'e kids were playing in the empty lots behind the house we were looking at. When we were looking at the house, .a neighbor stopped by and said we'd be happy there. He welcomed us to the nei~borhood. That alone helped us to decide. I loved and still love tiffs neighborhood. We bought this house and the only worries we had were an occasional speeding car or an occasional overran stop sign. Sadly, this is no longer the case. I've seen two apartment complexes built nearby. I've seen the Ann Windle School built. And while they widened Audra Lane for a small stretch, i~ does little to alleviate the increased traffic. Audra Lane has even more traffic now that it connects to MJngo Road. This increased traffic spills on to our street and our streets, our neighborhoods are not as safe as they used to be. I understand growth and increased traffic, but an apartment complex this close will increase traffic exponentially. I worry what another apartment complex will do to us. We have over 12 children under the age of 14 on Page 144 Paisley Street. Not only will we have to contend with increased traffic but we will be faced with a transient population right in our backyards. I don't want that. I mentioned living here wlzile two apartment complexes were built nearby. I'm talking about apartments off of McKinney Street, not in the middle of a residential neighborhood, not apartments where second-story tenants can look into my neighbor's backyards. This developer bought this land and knew of its zoning beforehand and knew of the surrounding homes that he wishes to disrupt. I'm asking you to please deny this developer's attempt to change the zoning on the neighboring land. Please deny his attempt to overcrowd our streets. Please deny his attempt to build a fifth apartment complex in the short distance to our houses. Please help our little conm~unity of lower to middle income families keep from becoming another multi-family cement city. Thank you. COMMISSIONER APPLE: Thank you, sir. Jason Pitzer. MR. PI'rZER: Hi. My name is Jason Pitzm'. I live at 2009 Longmeadow Court which is right abutted to the property that they're wanting to develop. Everybody has pretty much stated everything that can be said about this so I'I1 just bc realty quick. Page 141 - Page Attachment I I bought this house like a year and a half ago. This is 2 my first home. I'm starting a fanfily here. We moved here 3 because Lee Elementary is right there. It's a good 4 school. 5 And now a developer wants to come in and 6 lower my property values, add more traffic, make it 7 impossible for me, if this does happen, to sell my house 8 and get what I've got into it now. I've got 30 years left 9 to pay off this thing. You know, I'd like to keep it 10 where I can, you know, enjoy my neighborhood. That's why : 11 we moved in. It's quiet. It's close to a good school. I 12 want to start a family and I'm not going to be able to do 13 that if they put aparm~ents, two-story apartments 20 feet 14 from my backyard, in addition to their wrecking of the 15 fences and everything else that they've talked about. So 16 thank you. 17 COMMISSIONER APPLE: 'rhank you. Connie 18 Bell. 19 Ms. BELL: ?hank you, Madam Chairman. The ,20 one thing that was not addressed, that Mr. Russell did not 21 address was drainage. I don't know if you am fanfiliar 22 with the drainage in that area but I live at the end of 23 the hill, I live at 807 Mack Drive. I live at the end of 24 the hill. I've got drainage now all the time. Water 25 comes into my garage every time it rains. I'm worried Page 146 i about the drainage in the area. What is his plan on that? 2 Does anybody have his plan on that, on the drainage? 3 COMMISSIONER APPLE: Mr. Reich.hag. 4 MR. REICHHART: NO plan has been submitted 5 at that time to address the drainage issues. 6 MS. BELL: when do you address that, at the 7 preliminary plat? 8 MR. KEICHHART: Yes, ma'am. 9 MS. BELL: okay. Another thing, we have 10 been, we have heard that the 16-foot easement that goes, I 1 we're right at the comer of the property, that that might 12 possibly be used as a walk-through to Lee Elementary. Is 13 there any truth in that? 14 MK. REICHHART: That hasn't been 15 investigated. But what type of easement is it? 16 MS. BELL: It'S a utility easement. It's a 17 utility and drainage. It doesn't drain anything but it's 18 supposedly -- I mean, it drains into my garage. 19 MR. REICHHART: On face value, unless the 20 easement was identified as a public access easement, it 21 wouldn't normally be used for sidewalks or -- 22 MS. BELL: Or a walkway. Okay. 23 MR. REICHHART: It doesn't prevent people 24 from walking in it. 25 MS. BELL: Another thing, we're right PLANNING AND ZONING COMMISSION 12/4/2002 Page 147 1 across from the Lee Elementary driveway. I leave about 2 7:30 in the morning. Sometimes at the end of Mack Drive, 3 I wait for five or ten minutes reset out on the road on 4 to McKinney, to turn rigllt. The ones that tn. tm left wait 5 lot~ger than I do. And I'm just concerned with the traffic 6 because they're going to be driving around to drop their 7 children off at school. 8 Those are my concerns and I would like for 9 somebody to get back with me on the drainage issue because 10 I believe that's going to be an issue. Thank you. 1 COMMISSIONER APPLE: 'thank you, Ms. Bell. 2 Cathy Huffer. 13 MS. HUrFF.~: My name is Cathy Huffer. I 14 live at 2000 Longmeadow Court. I appreciate the ability 15 to come and speak to y'alL 16 I was a little bit confused when Tiffanie 17 Willis came up on the map she gave. I have a fax showing 18 that I sent mine in on November 1 l th and that it did get 19 tlu:ough showing that I was opposed. And so some of the 20 gray ar~as, I know you w~re addressing that, one of the 21 major on~ is my property in there. Ms. Willis, can you 22 put this on for me up there? I can work my fax. I just 23 can't work that. 24 MR. REICHHART: If you'll allow me a second 25 to address that. I revised that map personally and I did Page 14g. 1 miss some properties on Lon~m~neadow. There are a nmnber of 2 properties on Longmeadow that all should have b~n red. 3 We were trying to update it. The original map had it. We 4 were trying to update it before the meeting to get it into 5 the PowerPoint presentation. And if you click on one 6 property and inadvertently click on it again, it 7 disappears. So that was my m-for. 8 MS. HUFFER: okay. So 2000, as you can see 9 fight down there, is a big amount of property and I did, I 10 am supposed to that. I want that known in there. 1 I chose that property a total of eight 2 months ago. I guess this is going to have a big effect on 13 the value of my propm'ty. I chose it because it was in a 14 cul-de-sac. I chose it because of the neighborhood. I 15 chose it because it was quiet. And all the reasons t 16 chose it for are going to be eliminated. A lot of people 17 here have lived there ten years and have built up some 18 value in their home. I haven't even had time to do that : 19 before someone is going to take that away. So I'd like 20 you to consider that and also please b6 ~iware of all the 21 other areas that we're opposed that aren't on the map 22 there. Thank you. 23 COMM[gSIONERAPPLE: Thank you. Tom Silva. 24 M~. SILVA: FBI Tom Silva. I live at 2201 25 Longmeadow Street and have lived there for about 15 years. Page 145 -Page 14: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 8 19 2O 21 22 23 ~24 25 Attachment And I wanted to just state my opposition in unison with 1 everybody that's here. 2 We've, in tile 15 years we've been there, 3 we've seen a lot of things happen itl our neighborhood. 4 We've seen the expansion of the jail. We've seen the 5 addition of a garage, not a garage but a service station 6 on the comer, a lot of office sites, a new courthouse. 7 And not that we're opposed to change but we don't need 8 anything else to add to the confusion and the congestion 9 in the neighborhood. 10 One of the things that I'm definitely 11 opposed to is the fact that it takes me five to ten 12 n-dnutes to get out of my neighborhood in the morning when 13 I need to go to work. And you're asking us to just go 14 ahead and stick in another 175 to 200 cars added to that 15 mess that it akeady takes to get out of the neighborhood. 16 And I realize that there's been all kinds of surveys and 17 stuff. I was listening awhile ago as you guys were 18 talking about all the surveys on Carroll and stuff. Those 19 people that live in our neighborhood, those pr, opic that 20 drop their kids off at Robert E. Lee know what a mess it 21 is to get in and out of this neighborhood, and it's going 22 to be worse if you go ahead and allow this property to be 23 built. 24 With that 41 percent of the propt~'y owners 25 Page 151 I'm a single woman. And my house is 517 which is -- does abut the property. And so when I look out my bedroom window, I see my fence and on the other side is this property and I'm not real.crazy about the idea of having apartments on the other side. ~Vhen we had this neighborhood meeting, some man was talking about the apartments, The Fountains Aparm~ents and people with binoculars looking in. And, you know, that doesn't make me feel very secure. I feel very safe in Denton. I feel very safe in my neighborhood. I walk around the neighborhood. See kids playing. And it's very important and I just would like to preserve that. Thank you. COMMISSIONER APPLE: Thank you. Calvin Manuel. He wishes to register his opposition. Timothy Henderson. Okay. We'll register him as opposed. Those are all tile cards I have that wish to speak. Is there anyone who did not fill out a card that would like to speak? If you'll come down and give your name and address, please. MR. W~OHT: Thank you. My name is David Wrigl:t. ! live at 307 Jagoe which is not near there. I just wanted to -- actually, I was here for the West Oak meeting but my wife teaches at Lee. I just want to make a couple of comments. Page 150 1 that they talked about awhile ago, you know, we've been 2 here for awhile. I love Denton. This is my home. And I 3 want to do what I can to go ahead and stay here as long as 4 I can. But with my property values going down and the 5 addition of this facility going in, I don't really think 6 we need it so I'm just asking you to search your 7 conscience and vote against this. And, you know, that's 8 about all I've got to say. Thank you. 9 COMMISSIONER APPLE: Thank you, Mr. Silva. 10 Joel Diaz. 1 MR. DIAZ: I'm not a good speaker but my 2 name is Joel Diaz and I just bought the house at 2004 13 Paisley. And if I would have known they w~re going to 4 build some apartments behind my house, I would not buy it. 15 That's all I have to say. Thank you. 16 COMMISSIONER APPLE: Thank you, sir. 17 Justin Quinn. 18 MA. QU~NN: madam Chair, I'd like to defer. 19 A lot-of the issues have been talked about. 20 COMMISSIONER APPLE: Thank you. We'll just 2 t weigh in that you arc opposed. 22 Ma. QU~NN: Thank you. 23 COMM~SS~O.','E~ APPLE: Elizabeth B-A-T -- 24 MS. BATOR: O-R. Elizabeth Bator, 517 Mack 25 Drive. I moved to Denton in tile fall of 1983 by myself. PLANNING AND ZONING CO~SSION 12/4/2002 Page 152 1 I'm opposed to this site for several reasons. One, as was 2 cited earlier with the West Oak homes, Denton is 60 3 percent rental property and 40 percent residential, 4 roughly. And they mentioned that this is the worst ratio 5 in the State and that the City planned on rectifying that 6 to improve that. And if that is a goal of the City, I 7 think approving this complex would be a very terrible way 8 to get started on that. Also, I do have, similarly to the West Oak 10 issue, I applaud you-all in your decision to go with 11 keeping the consistency of the nei~h, borhood. And I th/nk 12 that's what should be done here. This is all residential 13 neighborhoods and the current zoning is residential. I 14 don't think that anybody needs to change that, you know, 15 on the behalf of one builder. So as you were consistent 16 in the 'Crest Oak area, I think we need to be consistent 17 with the area around Mack Park and Lee Elementary. 18 Another point I had is the concerns about 19 the existing infrastructure, the ability of the existing 20 streets to handle the traffic. I'm snre you-all know how 21 McKinney is. You know, it's just two lanes, non-divide& 22 there's no turn lanes either way, very, very congested. 23 Mack Street which is where Lee Elementary is on the east 24 side is just a two-lane street. And adding 250 units and, 25 you know, assuming they're married or whatever, I mean, Page 149 - Page Attachment 6 rage 1 potentially 500 vehicles is a lot of traffic to be adding 2 to that small area with such a small and constricted 3 entrance point. Alt the traffic coming to and out of that 4 could be -- I mean, ii you had a problem with the Carroll 5 turn into that bank. I mean, you could -- there could be 6 thousands of cars coming in and out of that complex daily 7 and they would have to go around the site and come down 8 Mack, which is just a two-lane street, or go down Audra 9 and then get on to McKinney which, as we know, I mean, if 10 you want to try to drive to Wal-Mart from the west side of 11 town, it's pretty bad. 12 So, anyway, I just would encourage you-ali 13 to take those into consideration, the consistency of the 14 neighborhood and your conu'nim~ent to preserving Denton i 15 neighborhoods, as xvell as the safety of the children at t 6 Lee Elementary with the increased traffic and what that 17 burden would do to the school district. Thank you-all for 18 your time. 19 COMMISSIONER APPLE: Thank you. Is there 20 anyone else in the audience who wishes to speak that did 21 not fill out a card? 22 MS. REESE: My name is Kelley Reese. I 23 live at 2008 Paisley. And in the spirit of what was just 24 said, this property is already zoned for single-family 25 residents. And to maintain the integrity of that and the Page 154 1 integrity of our City, I would like to see democracy 2 actually work. You have the citizens of your City here 3 asking you what we would like to have happen, for you to 4 simply stay with the planning that you have in place. We 5 have someone from the outside whose come in and asked us 6 to change that and I'd like to see the voice of the people 7 actually have a say. That's all. 8 COMMISSIONER APPLE: Thank you. Is there 9 anyone else who did not fill out a card that wishes to i0 speak to tiffs item? All fight. I have a number of cards 11 that did not wish to speak but do wish to register ! 2 opposition. And just so that they'll be in the record, I3 I'1i quickly read them. Kathy Hootman, 2000 Paisley. 14 J.S. Adams, 1719 Oak Tree Drive. Micki Wyatt. 801 Mack 15 Drive. Carol Soph, 1620 Victoria. Kevin and Corinia !16 Maxson, 1904 Paisley. William Ca[fee, 701 Mack Drive. 117 James Renfro, 2104 Double Oak Street. Robyn Mullendore, il 8 1139 Oa'khurst. Beverly Hock 705 Mack Drive. Bryan 119 Hartlit'~e, 1920 Paisley. Amanda Hartline at that same 20 address. Eric Kartchner, 2018 Longmeadow. Kevin Rowland, 21 2023 Longrneadow. DarhyI Ramscy, 514 Mack. Bryan 22 Robinson, 409 Fox Creek Court. Elise Ridenour, 2205 West 23 Oak. Lilliana Wright. 307 Jagoe. Steven Friedson, 2205 24 West Oak. And Stephen Moore, 2014 Longmeadow Court. 25 Would the applicant like some time for Page 155 I rebuttal? 2 MR. RUSSELL: Conunissioners, Madam Chair 3 person, only a couple of small points and I'll get om of 4 your way. We have tried and would like to continue to try 5 and~ddress any issues that the homeowners have. And we 6 would like to be a good neighbor. 7 We would like to be there and make changes 8 that are appropriate and that ~ve can live with and that 9 they need. We understand the complaints about the noise, I0 the trash, the buffer between the single-family and the 11 multi-family and we want to work hard to make that work. 12 We think because we're in the back and we face away that 13 we can make it work for them without people looking in 14 their backyards and without the trash and the noise. 15 The only other point I'd like to make is 16 I've relied upon the City staff for traffic questions on 17 Audra Lane. Auclra Lane is designated a major north/south 18 thoroughfare and we had no comments in the -- that doesn't 19 mean we won't have any evidentially, but we've had no 20 comments from traffic as far as the number of cars coming 21 in and out and the traffic that Audra Lane can hold. 22 Thank you. 23 COMMISSIONER APPLE: Thank you. 24 Commissioners, do you have any questions? Commissioner 25 Roy. Page 156 1 COMMISSIONER ROY: would you share with us, 2 sir, are you the property owner? 3 MR. RUSSELL: There's a partnership and I'm 4 the general partner, yes, sir. 5 COMMISSIONER ROY: And would you tell us 6 also when you bought the prope~'y? 7 MR. RUSSELL: Approximately in January of 8 2002. 9 COMMISSIONER ROY: Thank you. l0 COMMISSIONER APPLE: Thank you, sir. I 11 will close the public heating at this time and ask for 12 comments from Commissioners. Conunissioner Powell. 13 COMMISSIONER POWELL: MOVe tO deny. 14 COMMISSIONER HOLT: second. 15 COMMISSIONER APPLE: We have a motion to 16 deny and a second. Any discussion? Vote, please. Motion 17 carries 7-0. 18 Please refrain from -- I know it's hard. 19 20 21 22 23 24 25 PLANNING AND ZONING COMMISSION 12/4/2002 Page 153 - Page 15fi ATTACHMENT 7 City of Denton Planning & Zoning Minutes December 17, 2003 ITEMS FOR INDIVIDUAL CONSIDERATION: Consider the following items and make a recommendation to the City Council: Rezoning of approximately 6.6 acres from Neighborhood Residential 2 (NR- 2) zoning district to Neighborhood Residential 4 (NR-4) zoning district. The sites were located approximately 350 feet south of Paisley Street, between Audra Lane and Mack Drive. Approximately 26 single-family lots were proposed. (Z03-0030, Laurel Oaks Developmem, Chris Fuller). Chris Fuller, Planner I, briefed the Commission on the request for the rezoning. Karen Mitchell, Mitchell Planning Group, presemed on behalf of the applicam. The public hearing was opened. Speaking in opposition were: Sandra Lewis, 2012 Lee Drive, Demon, Tx 76209 Cathy Huller, 2000 Longmeadow Ct., Demon, Tx 76209 Connie Bell, 807 Mack Dr., Demon, Tx 76209 Mike Steinel, 705 Mack Dr., Denton, Tx 76209 Justin Quinn, 513 Mack Dr., Demon, Tx 76209 Eric Janssen, 413 Fox Creek Ct., Denton, Tx Commissioner Mulroy stated the opponents needed to focus on zoning issues only and not platting issues. Dottie Palumbo, Assistant City Attorney, stated Planning &Zoning couldn't deny zoning based on what they may do with the other parcels. Comments need to be addressed to the specific property only. Commissioner Powell stated whether people live in 200 feet or a mile they have the same say. Kelly Carpenter, Director of Planning, stated notices that go out include a 500-foot courtesy notice and some people may still be in the 500 foot for future re-zonings. Karen Mitchell, Mitchell Planning Group, gave a rebuttal and requested that a decision be made and not postponed. The public hearing was closed. After discussion, Commissioner Johnson moved, Powell seconded to approve the request. The roll vote was as follows: Commissioner Johnson - aye; Commissioner Powell - aye; Commissioner Holt - aye; Commissioner Strange - aye; Commissioner Mulroy - aye; Commissioner Roy - aye; Commissioner Watkins - nay. Motion carried 6-1. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS,. PROVIDING FOR A ZONING CHANGE FROM NEIGHBORHOOD RESIDENTIAL - 2 (NR-2) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION TO NEIGHBORHOOD RESIDENTIAL - 4 (NR-4) · ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION FOR APPROXIMATELY 6.6 ACRES OF LAND LOCATED APPROXIMATELY 350 FEET SOUTH OF PAISLEY STREET, BETWEEN AUDRA LANE AND MACK DRIVE IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, A SEVERABIL1TY CLAUSE AND AN EFFECTIVE DATE. (Z03-0030) WHEREAS, Laurel Oaks, Ltd. has applied for a change in zoning for approximately 6.6 acres of land located approximately 350 feet south of Paisley Street, between Audra Lane and Mack Drive and more particularly described in Exhibit "A" attached hereto and made a part hereof as Exhibit "A" (the "Property") from Neighborhood Residential 2 (NR-2) zoning district classification and use designation to Neighborhood Residential 4 (NR-4) zoning district classification and use designation; and WHEREAS, on December 17, 2003, the Planning and Zoning Commission recommended approval of the requested change in zoning; and WHEREAS, the City Council finds that the change is consistent with the Comprehensive Plan; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The zoning district classification and use designation of the Propertyis hereby changed from Neighborhood Residential 2 (NR-2) zoning district classification and use designation to Neighborhood Residential 4 (NR-4) zoning district classification and use. SECTION 2. The City's official zoning map is amended to show the change in zoning district classification. 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 ofthis 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 ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: ~ PAGE 2 ' , , Exhibit A Oes~r~pUon T~. ,~ $.64 ^ctes ReD.da of Denton Count'~ T=~ .... ~_[~o ~.vo~ZlgLp 5~, Re~ Property ~e~2~ ut O 1/2' the so~t co~ of o &o~t of ~ ~8-r~--, ........... trot ~ ot V~e 1~8, Po~ 2~ Deed Recor~ of ~nton Oounty, Ta~ e~ ]n t~ n~th l~e of o coiled Vo~ 885, Pe~ 830, Deed Re.fda of ~nton Catty, Texas; T~noe North O0 O~eos wlth the west fine of sold Smith tract, o dlet~ce of 164.75 feet to o 1/~ ~r~ rod fo~ et the ~rthweat oorn~ of ~o ~n tM n~th t~ of eo~d ~wning S~ve~ The~e North 69 De.eeo 05 Minutes 01 w~th t~ ao~ ~r~ ~ne, o ~e of 549.68 feet to ~ 1 ~ ~ron r~ found at the nort~t earner of sold ~]l~r trot ~d et the most ~ther~ ~r~eat of S~wl~ ~e ~, on odditi~ to t~ ~ty of Cobtnet F, Po~ 24T ~t R~rde of O~on Oo~ty, Text; The~ ~uth O0 O~ 28 Mi~es ~ ~ondl West wRh ~ e~t Gna of s~d ~ler tract and Tith ? wast line of ~ra treat: T~e ~uth 01 Oe~e~ ~ M~es 52 ~c~ East with t~ east r~e ct aa]d 6.991 a~e tt~t ~d with o w~t B~ of l~d Su~rwi~, ~aae 0~, o d~ta~a of 730~ fee~ to o 1/2' ~ped iro~ rod fo~d et the aouthe~t ~r~ of sold e.~l acre trot and Ot on i~er ~ of sold S~erw~ Ph~e T~ ~rth 87 tro~t and wlth o north fl~ ct ~ ~l~, Phase ~ o ~at~e of 274.~ feat to e 1/~ ~ped Iron r~ $~ ct the ack.est ~r~ of t~ ~re~ ~.~rlbe~ tract; T~noe ~th 01 Oe~e. ~ ~.~t. ~4 Seconds west. o dist~e of 715,2& feet to o 1/2' cO~eO iron ro~ of said ~er eo~t ~ In the ~rth ~e of ~old 6.901 a~8 troct~ Thence South ~ ~uth ~. dlsto~ of 272.&3 f~t to the P~T CERTIFICATION: I hereby oerUfy that l hove conducted an OoOurQte on the ground survey of the pren.Jm depicted hereon and deaoelhed In the legal description shown hereon d.{[. THO]dPSON ii R,P.L.$. No 4.857 Date ~ StYnV~Y I~ Olay AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: CM/DCM/ACM: February 3, 2004 Planning and Developmem Departmem Jon Fortune, Assistam City Manager SUBJECT - Z03-0022: (Oriole Cour0 Hold a public hearing and consider adoption of an ordinance concerning the rezoning of approximately 4 acres from a Neighborhood Residemial 4 (NR-4) zoning district to a Neighborhood Residemial 6 (NR-6) zoning district. The property, commonly known as 305 and 321 Mockingbird Lane, is generally located at the imersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane. Detached single-family units are proposed. The Planning and Zoning Commission recommends approval (6-1). BACKGROUND Applicam: DeNon Affordable Housing Corporation Demon, TX On November 18, 2003, the City Council remanded this application to the Planning and Zoning Commission for further consideration due to changes on the proposal (See Attachmem 8 for City Council minutes). The applicam reduced the original 5 acre area by 1 acre. The new proposal would develop 1 acre along Mockingbird Lane imo 4 residemial lots (according to the existing NR-4 zoning designation) to match the existing NR-4 lots along Mockingbird Lane. On December 27, 2003, the Planning and Zoning Commission cominued the public hearing, per the applicam's request, to allow additional time for a neighborhood meeting. Due to mailing problems, notices for the December 13, 2003 neighborhood meeting were not delivered on time. On January 7 a neighborhood meeting was held at the Martin Luther King Recreation Cemer. Sevemeen (17) residems attended the meeting. No resolution between the applicant and the attendees was reached about the increase in density. The purpose of the request is to increase the density of residential units to offset the costs of developing affordable housing. Under the existing NR-4 zoning designation, a maximum of 16 residemial lots would be allowed in comparison with a maximum of 24 lots under the NR-6 zoning designation. Neighborhood Residemial 4 zoning districts surround the subject site. The adjacem properties are developed as single-family lots. Due to the surrounding built environmem, the proposed developmem will be comained with no street connectivity to the adjacem subdivisions. The site will be accessed from Mockingbird Lane. The proposed zoning change is in compliance with the policies of the DeNon Plan regarding the definition of compatibility with existing neighborhoods, promoting infill developmem, increasing homeownership, and promoting attainable housing. Neighborhood meetings were held on September 18, November 13, and January 7, 2004. The participams expressed concerns about the increase of traffic along Mockingbird Lane, existing drainage problems, noise during the construction stages, loss of wildlife habitat on the existing vacant fields, the unsafe environment for pedestrians along Mockingbird Lane, increase in density, and the desire for an 8 foot privacy fence along the rear property lines of the proposed lots. Public notification and property owner responses are provided in Attachmem 3. As of this writing, staff has received four (4) responses in opposition from property owners within 200 feet of the subject site. Curremly, 7.1% of the land within 200 feet of the subject property is in opposition to the request. OPTIONS 1. Approve as submitted. 2. Deny. 3. Postpone consideration. 4. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval. (6-1, Bob Powell voted against the motion.) ESTIMATED PROJECT SCHEDULE The subject property is not platted. Preliminary and final plats are required prior to the issuance of any building permits. PRIOR ACTION/REVIEW No prior developmem applications for the subject site have been submitted. ATTACHMENTS 1. Staff Analysis 2. Maps 3. Public Notification (Property Owner Notification Map) 4. Neighborhood Meeting Minutes 5. Photos 6. Applicam's Response 7. October 22, 2003 and January 14, 2004 Planning and Zoning Commission Minutes and Applicant's Power Point Presentation 8. November 18, 2003 City Council Minutes 9. Ordinance Prepared by: Deborah Viera, AICP Planner II Respectfully submitted: Kelly Carpenter, AICP Director of Planning and Development ATTACHMENT 1 Staff Analysis Summary_ of Zoning Request The applicant is requesting the zoning change of approximately 4 acres from NR-4 zoning district to NR-6 zoning district. Neighborhood Residential 4 zoning districts surround the subject site. The adjacent subdivisions provide for a wide range of lots sizes. The lot sizes range between 6,300 s.f. and 15,400 s.f. as listed in the following table: Subdivision Average Lot Size Bellaire Heights 7,000 s.f. Toledo Court 7,400 s.f. Singing Oaks 8,200 s.f. Bentwood 6,300 s.f. Eastridge 12,200 s.f. Existing Condition of Property Property History. February 20, 2002 - Ordinance 2002-040 placed the subject property in a Neighborhood Residential 4 (NR-4) zoning district. The property was zoned Single-Family 7 (SF-7) prior to the adoption of the Development Code (Ordinance 2002-040). Adjacent zoning and land uses. North: South: East: West: Neighborhood Residential 4 (NR-4) (Bellaire Heights subdivision) Neighborhood Residential 4 (NR-4) (Eastridge subdivision) Neighborhood Residential 4 (NR-4) (Toledo Court and Singing subdivisions) Neighborhood Residential 4 (NR-4) (Eastridge subdivision) Oaks Comprehensive Plan Analysis The subject site is located in an "Existing Neighborhoods/Infill Compatibility" future land use area. New development in this district 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. According to the definition of compatibility per the DeNon Plan, compatibility refers to: "The characteristics of difj%rent uses or activities or design which allow them to be located near or adjacent to each other in harmony... Compatibility does not mean "the same as." Rather, compatibility refers to the sensitivity of development proposals in maintaining the character of existing development. "(p. 188) One of the primary residemial land use principles is the preservation of existing and future neighborhoods. This can be achieved by demanding high-quality developmem and establishing design and construction standards that are fair and evenly applied. New developmem in this area should respond to existing developmem with compatible land uses, patterns and design standards. The plan lists the following four criteria that should be taken into account to determine appropriate site-specific residential densities: design quality, adequacy of public facilities, amenities provisions and compatibility with existing neighborhoods. The Plan idemifies that the rationale governing the regulation of residemial density should include, among other importam points, that as density increases, the expectations of quality and assurance of proper regulation must increase; and that dense developmem can magnify negative impacts if improperly constructed. High densities should be concentrated where infrastructure can support them and near jobs, schools, shopping and cultural cemers. The plan notes urban design principles should be emphasized in neighborhood revitalization plans and residems should help to determine social and cultural values that are reflected visually. Infill developmem should be evaluated carefully to promote compatibility. The Plan also idemifies housing as the predominam land use in DeNon and is one of the most importam factors considered in the Plan. The Plan provides the following housing policies (p. 122): · Alternative types of housing that respond to the differing economic and individual life-styles of Dentonis citizens that should be developed in all areas of the city to achieve balance and diversity. · Homes that vary in lot size, building size, and cost may be permitted in new development. · Existing housing stock, particularly for affbrdable housing, should be protected and preserved to avoid the loss of dwelling units that are unlikely to be replaced. · Incentives should be investigated to encourage infill housing construction, especially in conjunction with neighborhood revitalization plans. · Design and construction quality expectations should not be relaxed in order to meet affbrdable housing objectives. · City review and inspection fees should be reviewed to determine if changes could be made to ease affbrdable home construction costs. Such a program should be undertaken only if benefits are passed on to low- and moderate-income homebuyers. · The need to provide enough land to meet housing demand should be balanced by the desire to maintain unique urban patterns, character, and neighborhoods of the city. · The range of housing types available for the specialized needs of the elderly, disabled, low-income, students, single-person, or female-headed households should be acknowledged as part of a strategy to diversi~y the city's neighborhoods. The issue oFhousing is intertwined with the objectives oF increasing the levels oF homeownership and providing attainable housing. Home ownership has been determined to provide many potential community benefits, and serves an important public purpose. Attainable housing is housing that is available, accessible, and aFFordable as explained on page 126 oFthe Plan: · Availability: The demand for housing in Denton is currently very high relative to its supply. This is true for university student housing, new types of housing for changing household characteristics, and conventional single-family housing. · Accessibility: In general, housing in Denton is becoming less accessible to jobs, shopping, schools, and other activities. New single-family residential subdivisions are often located on the fringe of the community, isolated from workplaces, stores, and schools that are centrally located. In-fill residential development that is accessible to other community facilities and activities should be encouraged. In the downtown university core area and community and regional activity centers, some types of housing can be encouraged in close proximity to other activities. · Affbrdability: Housing demand has led to rapidly increasing housingprices. This pressure tends to produce new housing only at the upper end of the housing cost spectrum. For most members of the community, living in new housing is less and less likely. A full range of housing should be available in Denton so that all members of the community that want to can live here. This housing should be accessible to work, play, education, and shopping. The proposed zoning change is in compliance with the policies of the Denton Plan regarding the definition of compatibility with existing neighborhoods, promoting infill development, increasing homeownership, and promoting attainable housing. Development Review Analysis Transportation A Traffic Impact Analysis (TIA) would be required prior to any final platting of any portion of this property to demonstrate that there is adequate traffic related infrastructure to support the proposed development uses. Right-of-way dedication for Mockingbird Lane will be required prior to development. Access The proposed development will be required to take access from Mockingbird Lane. Road Capacity The Denton Mobility Plan identifies Mockingbird Lane as a collector. This street is designed to be a four (4) lane undivided street with parking, providing two (2) lanes of through traffic. As such, its designed traffic capacity allows for a tolerable traffic flow of up to 7,500 trips per day. Mockingbird Lane is currently constructed with two (2) lanes with parking. Development Review The proposed zoning change would increase the maximum number of residential lots to 24, a difference of 8 residential lots between the existing NR-4 and the proposed NR-6 zoning designation. Due to the surrounding built environment, the proposed development will be contained with no street connectivity to the adjacent subdivisions. No direct through traffic would impact the adjacent subdivisions. The site will be accessed from Mockingbird Lane. The proposed development will be subject to the site design standards per Subchapter 13 of the Development Code regarding variability in architectural elevations, street trees, architectural design features, trimmed windows, and entrance and garage orientation. The differences between the existing NR-4 and the proposed NR-6 zoning designation are summarized in the following table: Land Use NR-4 NR-6 Attached Single- Specific Use Permit Permitted family dwellings Live/Work Units Not Permitted Limitation 16: Uses are limited to no more than 1,500 s.f. of gross floor area per lot Duplexes Limitation 3: In part of a Permitted subdivision of 2 acres or more, up to 2 units may be attached by a common wall if the lots which contain the attached structures do not abut the perimeter lot lines of a subdivision, the individual common wall units are on separate lots designed to be sold individually, and they comply with the Subchapter 13. Additionally, units must have the appearance of a single-family residence from the street. Manufactured Housing Not Permitted Specific Use Permit Development STAFF RECOMMENDATION Staff recommends approval ofZ03-0022 based on the following findings: 1. The proposed zoning change is in compliance with the policies of the DeNon Plan regarding the definition of compatibility with existing neighborhoods, promoting infill developmem, increasing homeownership, and promoting attainable housing. 2. The adjacem subdivisions provide for a wide range of lots sizes. The lot sizes range between 6,300 s.f. and 15,400 s.f. The proposed lots would not be smaller than the existing residemial lots in the vicinity. 3. Due to the surrounding built environmem, the proposed developmem will be comained with no street connectivity to the adjacem subdivisions. No direct through traffic would impact the adjacem subdivisions. ATTACHMENT 2 Maps NORTH LOCATION AND ZONING MAP SITE FUTURE LAND USE MAP ATTACHMENT 3 Public Notification Notification Map NORTH opP6sed Scale: None Newspaper Notification Date: October 11, 2003 December 6, 2003 Percent of land within 200' in opposition: 7.1% 200' Legal Notices* sent via Certified Mail: 51 500' Courtesy Notices* sent via 1st Class Mail: · In Favor: 0 · Opposed: 4 · Neutral: 0 163 *A copy of the notification list can be picked up at City Hall West, 221 N. Elm Denton TX 76201 10 Property Owner Responses Property Owner Name and In favor/neutral/ Comments Address /opposed* Melinda Cacal, Opposed I feel that buildings this type 3025 Bob-O-Link Lane of housing would lower the value of neighboring properties Coleman W. Holt, Opposed No. 3032 Weston Drive Shawn Green, Opposed Is there not enough housing 3008 Weston Drive in Denton? We need to address the vacant houses currently available in Denton before we build new housing, Clara W. Parish, Opposed I believe that six houses per 301 Mockingbird Lane acre will cause the density of the population to be too great. The crime rate is usually higher in densely populated areas. This will also increase the traffic on Mockingbird Lane. Ti is already a veritable speedway. My family has incurred damages to cars parked at the curb. More cars will mean more problems. I have owned my property for eighteen years and the values have remained very good. I feel that putting six houses to the acre will negatively impact the value of the neighborhood. I am very opposed to the request for the change. 11 Emily Joos, 3012 Weston Drive No opinion given. I am concerned about the trees and wildlife that will be lost when the housing authority develops houses behind my house. Oriole Court is proposed to be built behind my house and I would like to speak with someone about this. 12 ATTACHMENT 4 Nei[Ihborhood Meetin[i Minutes September 18, 2003 & November 13, 2003 Neighborhood Meetings A neighborhood meeting was held on September 18, 2003 at the Singing Oaks Church of Christ and on November 13, 2003, at the McKinney Street Baptist Church. Residents and property owners within 200 feet of the subject site were notified by the DeNon Affordable Housing Corporation. The following are the observations expressed by the participants: 1. Increase of traffic along Mockingbird Lane 2. Existing drainage problems 3. Noise during the construction stages 4. Loss of wildlife habitat on the existing vacam fields 5. The unsafe environmem for pedestrians along Mockingbird Lane 6. The desire for an 8 foot privacy fence along the rear property lines of the proposed. 7. increase in density and reduction of lot sizes in comparison with the existing residential lots. January 7, 2004 Neighborhood Meeting A neighborhood meeting was held on January 7, 2004, at the Martin Luther King Recreation Center. Residems within 500 feet and property owners within 200 feet of the subject site were notified by City staff. The following are the observations expressed by the participants: 1. When did DeNon Affordable Housing (DAH) acquire the properties? Was the DAH intent to request a zoning change when the properties were acquired? 2. What is the reasoning for proposing attached dwellings along Mockingbird Lane? 3. At the construction stage, would the proposal be opened to bids? Does DAH have builders under comract? 4. How would the attached dwelling units be designed to resemble single-family units? 5. Are the proposed lot sizes known at this time? 6. is the applicam allowed to reduce the area of the zoning changes? 7. Would the backyards of the attached dwellings be separated by fences? 8. What other vacam properties, within 1 mile radius, are owned by DAH? 9. The exhibits show street trees, would trees be preserved even though the Tree Preservation ordinance is not approved? 10. Would the approval of a sidewalk variance free some money to allow the applicam developing the sites under the existing NR-4 zoning? 13 11. Would the proposed higher density increase the traffic along Mockingbird Lane? 12. Is DAH partnering with Habitat for Humanity? 13. Does DAH receive discount prices for supplies and materials? 14. Would DAH act as the general contractor? 15. Is the purpose of increasing the number of lots for generating additional profits for DAH? 16. The community would be an experiment if the NR-6 zoning is approved. 17. The lot sizes across the proposed Nevada Court are much larger than the proposed lots. 18. Does DAH and Habitat for Humanity service the same clientele? 19. Would the dwelling units be offered to first-time homebuyers only? 20. If the zoning changes were not approved, would DAH develop the lots under the existing NR-4 zoning? 21. Is staff recommending approval for the zoning changes? 22. For the neighborhood, the appearance of the dwelling units is not a concern. The increase of density is the main issue. 14 ATTACHMENT 5 Site Photo 15 ATTACHMENT 6 Applicant's Letter 16 17 Planning and Zoning Commission October 22, 2003 Page 3 of 4 ATTACHMENT 7 October 22, 2003 Minutes *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 25) Motion carries 6-0 -Commissioner Holt absent. 5. PUBLIC HEARINGS: Hold public hearings and consider making recommendations to Council on the following items: A. Rezoning of approximately 5 acres commonly known as 305 and 321 Mockingbird Lane located at the intersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane from Neighborhood Residential 4 (NR-4) to Neighborhood Residential 6 (NR-6). Detached single-family units are proposed. (Z03-0022, Oriole Court, Deborah Viera) Motion by Commissioner Powell and seconded by Commissioner Johnson to recommend denial to City Council. *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 60) Motion carries 5-1 - Commissioner Holt absent. Commissioner Watkins opposed. B. Rezoning of approximately 5.4-acres commonly known as 406, 408, 410, and 414 Mockingbird Lane located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane from Neighborhood Residential 4 (NR-4) to Neighborhood Residential 6 (NR-6). Detached and attached single-family units are proposed. (Z03-0023, Nevada Court, Deborah Viera) Motion by Commissioner Powell and seconded by Commissioner Johnson to recommend denial to City Council. *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 60) Motion carries 5-1- Commissioner Watkins opposed. Commissioner Holt absent. Co Rezoning of approximately 186.5 acres located north of Pockrus Paige Road, west of Swisher Road, and south of Edwards Road from Neighborhood Residential 4 (NR-4) and Neighborhood Residential 2 (NR-2) to Neighborhood Residential 3 (NR-3), Neighborhood Residential 6 (NR-6), Neighborhood Residential Mixed Use 12 (NRMU-12), and Neighborhood Residential Mixed Use (NRMU). Proposed is a mixed-use development including single-family, general retail, town homes, multi-family and park uses. (Z03-0024, Village of Lake Forest, Wes Morrison) Motion by Commissioner Johnson and seconded by Commissioner Powell to recommend approval to City Council. *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 80) Motion carries 6-0- Commissioner Holt absent. D. Amendment to Subsection 5 of the Denton Development Code (Chapter 35 of the Denton Code of Ordinances) pertaining to the limitations of Accessory Dwelling Units. (SI03-0017, Accessory Dwelling Units, Stephen Cook) DRAFT City of Denton Planning & Zoning Minutes January 14, 2004 After determining that a quorum was present, the Planning and Zoning Commission convened a Work Session on Wednesday, January 14, 2004 at 5:30 pm in the Council Work Session Room. PRESENT: Commissioner Mulroy, Commissioner Strange, Commissioner Watkins, Commissioner Johnson, Commissioner Powell, Commissioner Roy and Commissioner Holt. ABSENT: None 5. PUBLIC HEARINGS: Consider the following items and make recommendations to City Council: Ao Rezoning of approximately 5 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The property, commonly known as 305 and 321 Mockingbird Lane, was generally located at the intersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane. Detached single-family units were proposed. (Z02-0022, Oriole Court, Deborah Viera). Bo Rezoning of approximately 5.4 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The property, commonly known as 406, 408, 410 and 414 Mockingbird lane, was generally located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane. Detached and attached single-family units were proposed. (Z03-0023, Nevada Court, Deborah Viera). The public hearing was opened. Deborah Viera, Planner II, briefed Commission members on the reasons these items are back before the Commission. She also stated the requests are in compliance with the Denton Plan and staff recommends approval. Allen Bussell, Greg Edwards Enginerring, presented for the applicant. His presentation is attached hereto. Those speaking in favor were: Jane Provo, 604 N. Bell, Denton, Tx 76209 Joe Lanham, 4090 Sauls Rd., Aubrey, Tx 76227 Wendy Broyles, 2704 Norfolk Court, Denton, Tx 76210 Kae Fisher, 2601 W. Oak Shores Dr., Cross Roads, Tx 76227 Tom Brewer, 1701 Thorndale, Corinth, TX 76210 Martin Jaeckel, 2111 Emerson, Denton, Tx 76209 Mark Moore, 3029 Brandywine, Denton, Tx 76209 Linnie McAdams, 1120 Kendolph, Denton, Tx 76205 There were 7 in favor who did not want to speak. Planning and Zoning Commission January 14, 2004 Page 2 of 3 Those speaking in opposition were: Janet Kingsley, 3311 Kingfisher Ln., DeNon, Tx 76209 Angela Lumsford, 2901 Barnes Dr., DeNon, Tx 76205 Elizabeth Fagan, 3304 Woodthrush Ln., DeNon, Tx 76209 James Fagan, 3304 Woodthrush Ln., DeNon, Tx 76209 JeffHyde, 3406 Kingfisher Ln., DeNon, Tx 76209 Jean Pekara, 3402 Kingfisher Ln., DeNon, Tx 76209 Janet Grauso 3323 Kingfisher Ln., DeNon, Tx 76209 Wendy Mayfield, 3321 Kingfisher Ln., DeNon, Tx 76209 Dr, CyNhia Chandler, 409 Mockingbird Lane, DeNon, Tx 76209 Ruby Smith, 303 Mockingbird, DeNon, Tx 76209 Teresa Dillard, 3024 Paisley, DeNon, Tx 76209 Rick Andresen, 405 Mockingbird, DeNon, Tx 76201 Carlton Wendel, 3300 Woodthrush Ln., DeNon, Tx 76209 There were 17 in opposition who did not wish to speak. There was a petition with 43 signatures submitted in opposition. The most problem areas were density and increased traffic, including the difference between the old SF, NR-4 and NR-6 and the number of trips to be added by the proposed zoning Mr. Dillard argued that the $10,000 to $12,000 increase in price due to meeting the requiremeNs of the new code would still keep the proposed housing in the affordable range Commissioner Powell waned to know why the applicaN hadn't pursued a variance instead of a rezoning. Mr. Bussell offered that there were two kinds of variances: exaction and hardship and what the DeNon Affordable Housing was proposing would not lend itself to either type of variance. Commissioner Holt discussed the alley access and was concerned about parking on the street. There was a discussion about duplexes and ownership. All will be ownership except for the duplexes, which DeNon Affordable Housing will retain. Commissioner Mulroy addressed the "infamous infill issue": trade off higher density for higher quality in existing neighborhoods. He addressed the poteNial need for a NR-5 zoning category. Discussion on the two requests (Item 4B and 4C) was held at the same time. The public hearing was closed. Commissioner Powell moved to deny the zoning request on Item 4B. The motion died for lack of a second. Commissioner Johnson moved, Strange seconded to approve the rezoning on Item 4B. The roll vote was as follows: Commissioner Mulroy - aye; Commissioner Watkins - aye; Commissioner Strange - aye; Commissioner Johnson - aye; Commissioner Holt - aye; Commissioner Roy - aye; Commissioner Powell - nay. Motion carried 6-1 Planning and Zoning Commission January 14, 2004 Page 3 of 3 Commissioner Holt moved, Johnson seconded to deny the zoning request on Item 4C. The roll vote was as follows: Commission Mulroy - aye; Commissioner Watkins - aye; Commissioner Johnson aye; Commissioner Holt - aye; Commissioner Powell - aye; Commissioner Roy - aye; Commissioner Strange - nay. Motion carried 6-1. January 14, 2004 Applicant's Power Point Presentation 0 0 Attachment 8 City of Denton City Council Min'~ o November 18, 2003 DRAFT D. The Council held a public hearing and considered adoption of an ordinance regarding the rezoning of approximately 5 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The property, commonly known as 305 and 321 Mockingbird Lane, was generally located at the intersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane. Detach single-family units were proposed. The Planning and Zoning Commission recommended denial (5-1). (Z03- 0022, Oriole Court) City Manager Conduff stated that it would be acceptable to hold public hearings for Items D and E at the same time. The proposals would be voted on separately but the public hearings could be held together. Kelly Carpenter, Director of Planning and Development, presented the details of the proposals. Staff had recommended favor of the proposals, however, the Planning and Zoning Commission recommended denial. The petitioner was the Denton Affordable Housing Corporation. An additional neighborhood meeting was held since the Planning and Zoning Commission meeting and the Housing Corporation had proposed some changes to the proposal with a reduction in the number of lots for both sites. City Attorney Prouty stated that as the proposals were recommended for denial from the Planning and Zoning Commission, a supermajority vote by the Council would be required. The Mayor opened the public hearing. The following individuals spoke during the public heatings: Alan Bussell, representing the petitioner - favor Jane Provo, Denton Affordable Housing Corporation - favor Guadalupe Salsedo, 1109 Manhattan, Denton, 76209 - favor Linnie McAdams, Denton Affordable Housing Corporation-favor Tommy Brewer, 1701 Thorndale Court, Corinth, 76210 - favor Wendy Boyals, 2704 Norfolk Court, Denton 76210 - favor Jack McKinney, 3140 North Trinity Road, Denton, 76208 - favor Kae Fisher, 2601 Oak Shores Drive, Cross Roads, 76227 - favor Martha Hall, 701 Pace Drive, Denton 76209 - favor Joe Lanham, 4090 Sauls, Denton, 76209 - favor Mark Moore, 3029 Brandywine, Denton, 76209 - favor Martin Jekyll, 2111 Emerson, Denton, 76209 - favor James Fagan, 3304 Woodthrush Lane, Denton, 76209 - opposed Jean Pekara, 3403 Kingfisher Lane, Denton, 76209 - opposed JeffHyde, 3406 Kingfisher Court, Denton, 76209 - opposed Dierdre Wendel, 3300 Woodthrush Lane, Denton, 76209 - opposed Carlton Wendel, 3300 Woodthrush Lane, Denton, 76209 - opposed Wendy Mayfield, 3321 Kingfisher Lane, Denton, 76209 - opposed Jan Grawo, 3323 Kingfisher Lane, Denton, - opposed Joyce Byers, 3304 Kingfisher Lane, Denton - opposed City Council Minutes November 18, 2003 Page 2 DRAFT Mayor Brock indicated that the following Comment Cards had been received: Elizabeth Fagan, 3304 Woodthrush, Denton, 76209 - opposed Jeannine Wendel, 3300 Woodthrush, Denton, 76209 - opposed Andy Joe and Neva Thomas, 3318 Meadowlark, Denton, 76209 - opposed The Mayor closed the public hearing. City Attorney Prouty stated that the only way the Council could vote on a change would be if the change was less intensive than what was proposed. As there had been new information provided, he would recommend that the Council not vote on the two proposals before the Planning and Zoning Commission reconsidered the items. Council discussed the pros and cons of the proposals with the following points of consideration: Staff had recommended approval of the proposals but the Planning and Zoning Commission had recommended denial with little or no discussion. The surrounding neighborhood was developed under the previous code. The proposal was really between two zoning categories, NR-4 and N-R-6 with an NR-5 category not an option. It would be difficult to bind the applicant to a lower density. Due to new information presented after the Planning and Zoning Commission meeting, new questions had come up and the Commission really needed to look at proposals again. New information had come forth both from the petitioner and the neighborhood as there was not as much opposition during the Planning and Zoning Commission meeting. There was a need to look at an NR-5 zoning category for the future. It would be difficult to vote for the proposal at this time based on the recommendation by the Planning and Zoning Commission and the opposition by the neighborhood. Consideration of the time limits for the applicant to return to Council with the changed proposal. BUrroughs motioned, McNeill seconded to deny the application with a suggestion that Denton Affordable Housing bring back the application with the modifications and encourage staff look at an NR-5 zoning classification. Ms. McAdams requested that the Council remand the proposalS back to the Planning and Zoning Commission based on the new information and changed proposal rather than deny the proposals due to the time factor involved in starting the entire process again after denial. Burroughs offered a substitute motion, seconded by McNeill to remand the proposal to the Planning and Zoning Commission so that it could receive the new information that had been presented to the Council at this meeting. City Council Minutes November 18, 2003 Page 3 DRAFT Carpenter questioned that if the proposal was remanded to the Planning and Zoning Commission with an application for NR-6 zoning, what was the Council asking the Commission to reconsider as there was no NR-5 zoning classification. The property owner would not be bound by a site plan that would reflect any proposed changes. It was unclear what the Council would be asking the Commission to reconsider. Council responded that there was a recommendation to downzone the proposal but what would be the process to enforce that downzoning. Restrictive covenants to deeds had been suggested but at this point it was unclear if that would be sufficient. Denton Affordable Housing would have to present that to the Commission as an option to consider. On roll vote to remand the proposal back to the Planning and Zoning Commission, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carded unanimously. Council requested that a transcript of this discussion be sent to the Planning and Zoning Commission. E. The Council held a public heating and considered adoption of an ordinance regarding the rezoning of approximately 5.4 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The prope~y, commonly known as 406, 408, 410, and 414 Mockingbird Lane, was generally located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane. Detached and attached single-family units were proposed. The Planning and Zoning Commission recommended denial (5-1). (Z03-0023, Nevada Court) The public hearing for this item was held in conjunction with Item D. Burroughs motioned, McNeill seconded to remand the proposal back to the Planning and Zoning Commission. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carded unanimously. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR A ZONING CHANGE FROM NEIGHBORHOOD RESIDENTIAL 4 (NR-4) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION TO NEIGHBORHOOD RESIDENTIAL 6 (NR-6) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION FOR APPROXIMATELY 4 ACRES OF LAND, COMMONLY KNOWN AS 305 AND 321 MOCKINGBIRD LANE, GENERALLY LOCATED AT THE INTERSECTION OF MOCKINGB/RD LANE AND ORIOLE LANE ALONG THE WEST SIDE OF MOCKINGBIRD LANE AND LEGALLY DESCRIBED AS TRACTS 17 AND 22 OF THE M. YOACHUM SURVEY IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROV/DING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z03-0022) WHEREAS, Denton Affordable Housing has applied for a change in zoning for approximately 4 acres of land described as Tracts 17 and 22 of the M. Yoachum Survey located at the intersection of Mockingbird Lane and Oriole Lane along the west side of Mockingbird Lane and more particularly described in Exhibit "A" attached hereto and made a part hereof as Exhibit "A" (the "Property") from Neighborhood Residential 4 (NR-4) zoning district classification and use designation to Neighborhood Residential 6 (NR-6) zoning district classification and use designation; and WHEREAS, on January 14, 2004, the Planning and Zoning Commission recommended approval of the requested change in zoning; and WHEREAS, the City Council finds that the change is consistent with the Comprehensive Plan; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The zoning district classification and use designation of the Propertyis hereby changed from Neighborhood Residential 4 (NR-4) zoning district classification and use designation to Neighborhood Residential 6 (NR-6) zoning district classification and use. SECTION 2. The City's official zoning map is amended to show the change in zoning district classification. 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. Anyperson violating any provision of this ordinance shall, upon conviction, be freed 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 fi:om 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/ts passage. PASSED AND APPROVED this the day of ,2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: ~ Exhibit A PROPERTY DESCRIPTION OF 4.278 ACRE TRACT SITUATED in the City of Denton, Denton County, Texas, in the M. Yoachum Survey, Abstract No, 1442, and being a part of 2.802 acre tract of land described in a deed from Jimmy Joe Gwartney to Denton Affordable Housing Corporation and recorded in Volume 5346, Page 2959, Real Property Records, Denton County, Texas, and being a part of a 2.475 acre tract of land as described in a deed from Peter Fitzsimmons, et ax to Denton Affordable Housing Corporation and recorded in Volume 5332, Page 2113, Real Property Records, Denton County, Texas, and being more fulty described as follows; BEGINNING at the Northwest comer of the said 2.802 acre tract, said comer aiso being the Northeast comer of Lot 1, Block D, Eastridge Addition, an addition to the City of Denton, Denton County, Texas, according to the plat recorded in Cabinet A, Page 118, Plat Records, Denton County, Texas, said comer also being on the South line of Lot 3, Block D, Re-plat of Bellaire Heights, Phase One, an addition to the City of Denton, Denton County, Texas, according to the plat recorded in Cabinet D, Page 244, Plat Records, Denton County, Texas; THENCE South 89 degrees 33 minutes 28 seconds East, with the South line of said Block D of the Re-plat of Bellaire Heights, Phase One a distance of 147.35 feet to a point for a comer; THENCE South 34 degrees 47 minutes 16 seconds East, with the South line of said Block D of the Re-plat of Bellaire Heights, Phase One a distance of 1.88 feet to a point for a comer; THENCE South 89 degrees 47 minutes 07 seconds East, with the South line of Block D of Bellaire Heights, an addition to the City of Denton, Denton County, Texas, according to the plat recorded in Cabinet C, Page 211, of the Plat Records, Denton County, Texas, a distance of 233.44 feet to a point for a corner; THENCE South 00 degrees 02 minutes 13 seconds West, a distance of 488.31 feet to a point for a comer in the North line of Eastridge Addition, Second Section, an addition to the City of Denton, Denton County, Texas, according to the plat recorded in Volume 7, Page 32, Plat Records, Denton County, Texas; THENCE North 89 degrees 28 minutes 22 seconds West, with the North line of the said Eastridge Addition, Second Section, a distance of 381.88 feet to a point for a corner in the East line of Lot 7, Block D, of Eastridge Addition, First Section, an addition to the City of Denton, Denton County, Texas, according to the plat recorded in Volume 5, Page 7, Plat Records, Denton County, Texas; THENCE North 00 degrees 02 minutes 15 seconds East, with the East line of the said Eastridge Addition, First Section a distance of 488.35 feet to the point of beginning and containing 4.278 acres of land more or less. Beadng System is based on the North line of the said 2.802 acre tract of land recorded in Volume 5346, Page 2959, Real Property Records, Denton County, Texas. This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the pofificat subdivision for which it was prepared. Z:/SENT RECORDS/900-999/929/SURVEYI4.278 AC TR.doc AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: CM/DCM/ACM: February 3, 2004 Planning and Developmem Departmem Jon Fortune, Assistam City Manager SUBJECT - Z03-0023: (Nevada Cour0 Hold a public hearing and consider adoption of an ordinance concerning the rezoning of approximately 3.9 acres from a Neighborhood Residemial 4 (NR-4) zoning district to a Neighborhood Residemial 6 (NR-6) zoning district. The property, commonly known as 406, 408, 410, and 414 Mockingbird Lane, is generally located at the imersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane. Detached and attached single-family units are proposed. The Planning Commission recommends denial (6-1). BACKGROUND Applicam: DeNon Affordable Housing Corporation Demon, TX On November 18, 2003, the City Council remanded this application back to the Planning and Zoning Commission for further consideration due to changes on the proposal (see Attachmem 8 for City Council minutes). The applicam reduced the original 5.35 acre area by 1.5 acre. The new proposal would develop 1.5 acres abutting the residemial lots along Kingfisher Lane (Singing Oaks subdivision) imo 6 residemial lots (according to the existing NR-4 zoning designation) to match with the existing NR-4 lots along Kingfisher Lane. On December 27, 2003, the Planning and Zoning Commission cominued the public hearing, per the applicam's request, to allow additional time for a neighborhood meeting. Due to mailing problems, notices for the December 13, 2003 neighborhood meeting were not delivered on time. On January 7 a neighborhood meeting was held at the Martin Luther King Recreation Cemer. Sevemeen (17) residems attended the meeting. No resolution between the applicant and the attendees was reached about the increase in density. The purpose of the request is to increase the density of residential lots to offset the costs of developing affordable housing. Under the existing NR-4 zoning designation, a maximum of 15 residemial lots will be allowed in comparison with a maximum of 23 lots under the NR-6 zoning designation. Neighborhood Residemial 4 (NR-4) zoning districts surround the subject site along 3 sides. A vacam tract zoned Neighborhood Residemial 2 (NR-2) zoning district abuts the property on the North. The adjacem NR-4 properties are developed as single-family lots. Street connectivity to the vacant tract will be required. The site will be accessed from Mockingbird Lane. The proposed zoning change is in compliance with the policies of the Denton Plan regarding the definition of compatibility with existing neighborhoods, promoting infill development, increasing homeownership, and promoting attainable housing. Previous neighborhood meetings were held on September 18, and November 13. The participants expressed concerns about the increase of traffic along Mockingbird Lane, existing drainage problems, noise during the construction stages, loss of wildlife habitat on the existing vacant fields, the unsafe environment for pedestrians along Mockingbird Lane, and the desire for an 8 foot privacy fence along the rear property lines of the proposed units. (see Attachment 4 for minutes) Public notification and property owner responses are provided in Attachment 3. As of this writing, staff has received seven (7) responses in opposition and two (2) responses neutral to the request from property owners within 200 feet of the subject site. Currently, 7.2% of the land within 200 feet of the subject property is in opposition to the request. OPTIONS 1. Approve as submitted. 2. Deny. 3. Postpone consideration. 4. Table item. RECOMMENDATION The Planning and Zoning Commission recommends denial (6-1, Virgil Strange voted against the motion.) ESTIMATED PROJECT SCHEDULE The subject property is not platted. Preliminary and final plats are required prior to the issuance of any building permits. PRIOR ACTION/REVIEW No prior development applications for the subject site have been submitted. ATTACHMENTS 1. Staff Analysis 2. Maps 3. Public Notification (Property Owner Notification Map) 4. Neighborhood Meetings Minutes 5. Photos 6. Applicant's Response 7. October 22, 2003 and January 14, 2004 Planning and Zoning Commission Minutes and Applicant's Power Point Presentation 8. November 18, 2003 City Council Minutes 9. Ordinance Prepared by: Deborah Viera, AICP Planner II Respectfully submitted: Kelly Carpenter, AICP Director of Planning and Development ATTACHMENT 1 Staff Analysis Summary_ of Zoning Request The applicam is requesting the zoning change of approximately 3.85 acres from NR-4 zoning district to NR-6 zoning district. Neighborhood Residemial 2 (NR-2) and Neighborhood Residemial 4 (NR-4) zoning districts abut the subject site. The adjacem subdivisions provide for a wide range of lots sizes. The lot sizes range between 7,000 s.f. and 8,200 s.f. as listed in the following table: Subdivision Average Lot Size Bellaire Heights 7,000 s.f. Toledo Court 7,400 s.f. Singing Oaks 8,200 s.f. Existing Condition of Property Property History. February 20, 2002 - Ordinance 2002-040 placed the subject property in a Neighborhood Residemial 4 (NR-4) zoning district. The property was zoned Single-Family 7 (SF-7) prior to the adoption of the Developmem Code (Ordinance 2002-040). Adjacem zoning and land uses. North: Neighborhood Residemial 2 (NR-2) (Vacam Tract) South: Neighborhood Residemial 4 (NR-4) (Toledo Court and Singing Oaks subdivisions) Neighborhood Residemial 4 (NR-4) (Singing Oaks subdivision) Neighborhood Residemial 4 (NR-4) (Bellaire Heights subdivision) East: West: Comprehensive Plan Analysis The subject site is located in an "Existing Neighborhoods/Infill Compatibility" future land use area. New developmem in this district should respond to existing developmem 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. According to the definition of compatibility per the DeNon Plan, compatibility refers to: "The characteristics of different uses or activities or design which allow them to be located near or adjacent to each other in harmony... Compatibility does not mean "the same as." Rather, compatibility refers to the sensitivity of development proposals in maintaining the character of existing development. "(p. 188) One of the primary residential land use principles is the preservation of existing and future neighborhoods. This can be achieved by demanding high-quality development and establishing design and construction standards that are fair and evenly applied. New development in this area should respond to existing development with compatible land uses, patterns and design standards. The plan lists the following four criteria that should be taken into account to determine appropriate site-specific residential densities: design quality, adequacy of public facilities, amenities provisions and compatibility with existing neighborhoods. The Plan identifies that the rationale governing the regulation of residential density should include, among other important points, that as density increases, the expectations of quality and assurance of proper regulation must increase; and that dense development can magnify negative impacts if improperly constructed. High densities should be concentrated where infrastructure can support them and near jobs, schools, shopping and cultural centers. The plan notes urban design principles should be emphasized in neighborhood revitalization plans and residents should help to determine social and cultural values that are reflected visually. Infill development should be evaluated carefully to promote compatibility. The Plan also identifies housing as the predominant land use in Denton and is one of the most important factors considered in the Plan. The Plan provides the following housing policies (p. 122): · Alternative types of housing that respond to the differing economic and individual life-styles of Dentonis citizens that should be developed in all areas of the city to achieve balance and diversity. · Homes that vary in lot size, building size, and cost may be permitted in new development. · Existing housing stock, particularly for affbrdable housing, should be protected and preserved to avoid the loss of dwelling units that are unlikely to be replaced. · Incentives should be investigated to encourage infill housing construction, especially in conjunction with neighborhood revitalization plans. · Design and construction quality expectations should not be relaxed in order to meet affbrdable housing objectives. · City review and inspection fees should be reviewed to determine if changes could be made to ease affbrdable home construction costs. Such a program should be undertaken only if benefits are passed on to low- and moderate-income homebuyers. · The need to provide enough land to meet housing demand should be balanced by the desire to maintain unique urban patterns, character, and neighborhoods of the city. · The range of housing types available for the specialized needs of the elderly, disabled, low-income, students, single-person, or female-headed households should be acknowledged as part of a strategy to diversify the city's neighborhoods. The issue of housing is intertwined with the objectives of increasing the levels of homeownership and providing attainable housing. Home ownership has been determined to provide many potential community benefits, and serves an important public purpose. Attainable housing is housing that is available, accessible, and affordable as explained on page 126 of the Plan: · Availability: The demand for housing in Denton is currently very high relative to its supply. This is true for university student housing, new types of housing for changing household characteristics, and conventional single-family housing. · Accessibility: In general, housing in Denton is becoming less accessible to jobs, shopping, schools, and other activities. New single-family residential subdivisions are often located on the fringe of the community, isolated from workplaces, stores, and schools that are centrally located. In-fill residential development that is accessible to other community facilities and activities should be encouraged. In the downtown university core area and community and regional activity centers, some types of housing can be encouraged in close proximity to other activities. · Affbrdability: Housing demand has led to rapidly increasing housingprices. This pressure tends to produce new housing only at the upper end of the housing cost spectrum. For most members of the community, living in new housing is less and less likely. A full range of housing should be available in Denton so that all members of the community that want to can live here. This housing should be accessible to work, play, education, and shopping. The proposed zoning change is in compliance with the policies of the Denton Plan regarding the definition of compatibility with existing neighborhoods, promoting infill development, increasing homeownership, and promoting attainable housing. Development Review Analysis Transportation A Traffic Impact Analysis (TIA) would be required prior to any final platting of any portion of this property to demonstrate that there is adequate traffic related infrastructure to support the proposed development uses. Right-of-way dedication for Mockingbird Lane will be required prior to development. Access The proposed development will be required to be accessed from Mockingbird Lane. Road Capacity The Denton Mobility Plan identifies Mockingbird Lane as a collector. This street is designed to be a four (4) lane undivided street with parking, providing two (2) lanes of through traffic. As such, its designed traffic capacity allows for a tolerable traffic flow of up to 7,500 trips per day. Mockingbird Lane is currently constructed with two (2) lanes with parking. Development Review The proposed zoning change would increase the maximum number of residential lots to 23, a difference of 8 residential lots between the existing NR-4 and the proposed NR-6 zoning designation. The NR-2 zoning designation of the northern property is considered a "holding" zoning designation with the potential of the vacant tract being developed for a higher density (a rezoning application will be required for this matter), compatible with the adjacent NRMU-12 and NRMU zoning districts (see Attachment 2 for zoning map of adjacent properties). A higher density district to the south of the vacant tract (the Denton Affordable s Housing's property) would be appropriate. The proposed development will be subject to the site design standards per Subchapter 13 of the Development Code regarding variability in architectural elevations, street trees, architectural design features, trimmed windows, and entrance and garage orientation. The differences between the existing NR-4 and the proposed NR-6 zoning designation are summarized in the following table: Land Use NR-4 NR-6 Attached Single- Specific Use Permit Permitted family dwellings Live/Work Units Not Permitted Limitation 16: Uses are limited to no more than 1,500 s.f. of gross floor area per lot Duplexes Limitation 3: In part of a Permitted subdivision of 2 acres or more, up to 2 units may be attached by a common wall if the lots which contain the attached structures do not abut the perimeter lot lines of a subdivision, the individual common wall units are on separate lots designed to be sold individually, and they comply with the Subchapter 13. Additionally, units must have the appearance of a single-family residence from the street. Manufactured Housing Not Permitted Specific Use Permit Development STAFF RECOMMENDATION Staff recommends approval ofZ03-0023 based on the following findings: 1. The proposed zoning change is in compliance with the policies of the DeNon Plan regarding the definition of compatibility with existing neighborhoods, promoting infill developmem, increasing homeownership, and promoting attainable housing. 2. The proposed lots would be smaller than the existing residemial lots in the vicinity. 3. Due to the surrounding built environmem, the proposed developmem will be comained with no street connectivity to the adjacem subdivisions. No direct through traffic would impact the adjacem subdivisions. ATTACHMENT 2 Maps NORTH LOCATION AND ZONING MAP FUTURE LAND USE MAP ATTACHMENT 3 Public Notification Notification Map NORTH Scale: None Newspaper Notification Date: October 11, 2003 December 6, 2003 Percent of land within 200' in opposition: 7.2% 200' Legal Notices* sent via Certified Mail: 47 500' Courtesy Notices* sent via 1st Class Mail: · In Favor: 0 · Opposed: 7 · Neutral: 2 120 *A copy of the notification list can be picked up at City Hall West, 221 N. Elm Denton TX 76201 10 Property Owner Responses Property Owner Name and In favor/neutral/ Comments Address /opposed* Richard Andersen, Opposed Negative effect on 409 Conditt Circle neighborhood and property values. Cynthia Chandler, Opposed Shared wall housing 409 Mockingbird Lane (attached units) are not appropriate for this neighborhood. It would overcrowd an already very busy traffic area. Affordable housing is welcome if it is non-attached units and of the grade of housing equal to or exceeding existing houses in the neighborhood. Jeff Hyde, Opposed I am opposed to the request 3406 Kingfisher Lane for several reasons. I feel the zoning change would increase the traffic and congestion problem, lam also concerned about drainage and storm water pollution problems during and after construction. I feel the increased number of houses that would be built with this zoning change would detract from the character and value of the existing neighborhood. Coleman w. Holt, Opposed No. 3032 Weston Dr. 11 Wendy Mayfield, Opposed Too many houses for the 3321 Kingfisher Lane area; concerns about where these children will attend school. Lee and Hodge Elem. are at capacity. Loss of green space in the neighborhood. Jean Pekara, Opposed REZONING: Everyone in our 3403 Kingfisher Lane neighborhood is zoned NR- 4, not N R-6. We are opposed to so little footage on each side of the houses. Too crowed! FLOODING: Field drops off at an irregular angle. When it rains. It floods backyards. Drainage needs to be taken care of before any building is done. FIRE: In the event of a fire, how could fire trucks and residents get in and out with just one entrance? FENCES: Our backyards should have 8' fences, not 6'. DAH development had 8' fences installed on Mockingbird; why not on Kingfisher? Janet C. Grauso, Opposed Safety reasons -fire hazard- 3323 Kingfisher Lane harder to control spread of fire. Houses would be closer to each other than in my neighborhood. They may claim it is smaller, but truth is they are just wanting more money from this land - let's be honest. And finally, drainage was a concern before and I've not seen any improvements. If my house floods because of inept construction, you can bet the neighborhood would react. 12 Cheryl Cochran, 3409 Kingfisher Lane Neutral We are for this if it will bring our property value up. If it's going to bring it down, we oppose. Susie Flemings, Neutral Undecided. 417 Kingfisher Lane *A copy of the original notice can be picked up at City Hall West, 221 N. Elm Denton TX 76201 13 ATTACHMENT 4 Nei[Ihborhood Meetin[i Minutes September 18, 2003 & November 13, 2003 Neighborhood Meetings A neighborhood meeting was held on September 18, 2003 at the Singing Oaks Church of Christ and on November 13, 2003, at the McKinney Street Baptist Church. Residents and property owners within 200 feet of the subject site were notified by the DeNon Affordable Housing Corporation. The following are the observations expressed by the participants: 1. Increase of traffic along Mockingbird Lane 2. Existing drainage problems 3. Noise during the construction stages 4. Loss of wildlife habitat on the existing vacam fields 5. The unsafe environmem for pedestrians along Mockingbird Lane 6. The desire for an 8 foot privacy fence along the rear property lines of the proposed. 7. increase in density and reduction of lot sizes in comparison with the existing residential lots. January 7, 2004 Neighborhood Meeting A neighborhood meeting was held on January 7, 2004, at the Martin Luther King Recreation Center. Residems within 500 feet and property owners within 200 feet of the subject site were notified by City staff. The following are the observations expressed by the participants: 1. When did DeNon Affordable Housing (DAH) acquire the properties? Was the DAH intent to request a zoning change when the properties were acquired? 2. What is the reasoning for proposing attached dwellings along Mockingbird Lane? 3. At the construction stage, would the proposal be opened to bids? Does DAH have builders under comract? 4. How would the attached dwelling units be designed to resemble single-family units? 5. Are the proposed lot sizes known at this time? 6. is the applicam allowed to reduce the area of the zoning changes? 7. Would the backyards of the attached dwellings be separated by fences? 8. What other vacam properties, within 1 mile radius, are owned by DAH? 9. The exhibits show street trees, would trees be preserved even though the Tree Preservation ordinance is not approved? 10. Would the approval of a sidewalk variance free some money to allow the applicam developing the sites under the existing NR-4 zoning? 11. Would the proposed higher density increase the traffic along Mockingbird Lane? 14 12. Is DAH partnering with Habitat for Humanity? 13. Does DAH receive discount prices for supplies and materials? 14. Would DAH act as the general contractor? 15. Is the purpose of increasing the number of lots for generating additional profits for DAH? 16. The community would be an experiment if the NR-6 zoning is approved. 17. The lot sizes across the proposed Nevada Court are much larger than the proposed lots. 18. Does DAH and Habitat for Humanity service the same clientele? 19. Would the dwelling units be offered to first-time homebuyers only? 20. If the zoning changes are not approved, would DAH develop the lots under the existing NR-4 zoning? 21. Is staff recommending approval for the zoning changes? For the neighborhood, the appearance of the dwelling units is not a concern. The increase of density is the main issue. ATTACHMENT 5 Site Photo 16 ATTACHMENT 6 Applicant's Letter 17 Planning and Zoning Commission October 22, 2003 Page 3 of 4 ATTACHMENT 7 October 22, 2003 Minutes *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 25) Motion carries 6-0 -Commissioner Holt absent. 5. PUBLIC HEARINGS: Hold public hearings and consider making recommendations to Council on the following items: A. Rezoning of approximately 5 acres commonly known as 305 and 321 Mockingbird Lane located at the intersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane from Neighborhood Residential 4 (NR-4) to Neighborhood Residential 6 (NR-6). Detached single-family units are proposed. (Z03-0022, Oriole Court, Deborah Viera) Motion by Commissioner Powell and seconded by Commissioner Johnson to recommend denial to City Council. *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 60) Motion carries 5-1 - Commissioner Holt absent. Commissioner Watkins opposed. B. Rezoning of approximately 5.4-acres commonly known as 406, 408, 410, and 414 Mockingbird Lane located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane from Neighborhood Residential 4 (NR-4) to Neighborhood Residential 6 (NR-6). Detached and attached single-family units are proposed. (Z03-0023, Nevada Court, Deborah Viera) Motion by Commissioner Powell and seconded by Commissioner Johnson to recommend denial to City Council. *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 60) Motion carries 5-1- Commissioner Watkins opposed. Commissioner Holt absent. Co Rezoning of approximately 186.5 acres located north of Pockrus Paige Road, west of Swisher Road, and south of Edwards Road from Neighborhood Residential 4 (NR-4) and Neighborhood Residential 2 (NR-2) to Neighborhood Residential 3 (NR-3), Neighborhood Residential 6 (NR-6), Neighborhood Residential Mixed Use 12 (NRMU-12), and Neighborhood Residential Mixed Use (NRMU). Proposed is a mixed-use development including single-family, general retail, town homes, multi-family and park uses. (Z03-0024, Village of Lake Forest, Wes Morrison) Motion by Commissioner Johnson and seconded by Commissioner Powell to recommend approval to City Council. *Discussion of item is included in the Court Reporter's transcript attached to this set of minutes (Page 80) Motion carries 6-0- Commissioner Holt absent. D. Amendment to Subsection 5 of the Denton Development Code (Chapter 35 of the Denton Code of Ordinances) pertaining to the limitations of Accessory Dwelling Units. (SI03-0017, Accessory Dwelling Units, Stephen Cook) DRAFT City of Denton Planning & Zoning Minutes January 14, 2004 After determining that a quorum was present, the Planning and Zoning Commission convened a Work Session on Wednesday, January 14, 2004 at 5:30 pm in the Council Work Session Room. PRESENT: Commissioner Mulroy, Commissioner Strange, Commissioner Watkins, Commissioner Johnson, Commissioner Powell, Commissioner Roy and Commissioner Holt. ABSENT: None 5. PUBLIC HEARINGS: Consider the following items and make recommendations to City Council: Ao Rezoning of approximately 5 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The property, commonly known as 305 and 321 Mockingbird Lane, was generally located at the intersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane. Detached single-family units were proposed. (Z02-0022, Oriole Court, Deborah Viera). Bo Rezoning of approximately 5.4 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The property, commonly known as 406, 408, 410 and 414 Mockingbird lane, was generally located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane. Detached and attached single-family units were proposed. (Z03-0023, Nevada Court, Deborah Viera). The public hearing was opened. Deborah Viera, Planner II, briefed Commission members on the reasons these items are back before the Commission. She also stated the requests are in compliance with the Denton Plan and staff recommends approval. Allen Bussell, Greg Edwards Enginerring, presented for the applicant. His presentation is attached hereto. Those speaking in favor were: Jane Provo, 604 N. Bell, Denton, Tx 76209 Joe Lanham, 4090 Sauls Rd., Aubrey, Tx 76227 Wendy Broyles, 2704 Norfolk Court, Denton, Tx 76210 Kae Fisher, 2601 W. Oak Shores Dr., Cross Roads, Tx 76227 Tom Brewer, 1701 Thorndale, Corinth, TX 76210 Martin Jaeckel, 2111 Emerson, Denton, Tx 76209 Mark Moore, 3029 Brandywine, Denton, Tx 76209 Linnie McAdams, 1120 Kendolph, Denton, Tx 76205 There were 7 in favor who did not want to speak. Planning and Zoning Commission January 14, 2004 Page 2 of 3 Those speaking in opposition were: Janet Kingsley, 3311 Kingfisher Ln., DeNon, Tx 76209 Angela Lumsford, 2901 Barnes Dr., DeNon, Tx 76205 Elizabeth Fagan, 3304 Woodthrush Ln., DeNon, Tx 76209 James Fagan, 3304 Woodthrush Ln., DeNon, Tx 76209 JeffHyde, 3406 Kingfisher Ln., DeNon, Tx 76209 Jean Pekara, 3402 Kingfisher Ln., DeNon, Tx 76209 Janet Grauso 3323 Kingfisher Ln., DeNon, Tx 76209 Wendy Mayfield, 3321 Kingfisher Ln., DeNon, Tx 76209 Dr, CyNhia Chandler, 409 Mockingbird Lane, DeNon, Tx 76209 Ruby Smith, 303 Mockingbird, DeNon, Tx 76209 Teresa Dillard, 3024 Paisley, DeNon, Tx 76209 Rick Andresen, 405 Mockingbird, DeNon, Tx 76201 Carlton Wendel, 3300 Woodthrush Ln., DeNon, Tx 76209 There were 17 in opposition who did not wish to speak. There was a petition with 43 signatures submitted in opposition. The most problem areas were density and increased traffic, including the difference between the old SF, NR-4 and NR-6 and the number of trips to be added by the proposed zoning Mr. Dillard argued that the $10,000 to $12,000 increase in price due to meeting the requiremeNs of the new code would still keep the proposed housing in the affordable range Commissioner Powell waned to know why the applicaN hadn't pursued a variance instead of a rezoning. Mr. Bussell offered that there were two kinds of variances: exaction and hardship and what the DeNon Affordable Housing was proposing would not lend itself to either type of variance. Commissioner Holt discussed the alley access and was concerned about parking on the street. There was a discussion about duplexes and ownership. All will be ownership except for the duplexes, which DeNon Affordable Housing will retain. Commissioner Mulroy addressed the "infamous infill issue": trade off higher density for higher quality in existing neighborhoods. He addressed the poteNial need for a NR-5 zoning category. Discussion on the two requests (Item 4B and 4C) was held at the same time. The public hearing was closed. Commissioner Powell moved to deny the zoning request on Item 4B. The motion died for lack of a second. Commissioner Johnson moved, Strange seconded to approve the rezoning on Item 4B. The roll vote was as follows: Commissioner Mulroy - aye; Commissioner Watkins - aye; Commissioner Strange - aye; Commissioner Johnson - aye; Commissioner Holt - aye; Commissioner Roy - aye; Commissioner Powell - nay. Motion carried 6-1 Planning and Zoning Commission January 14, 2004 Page 3 of 3 Commissioner Holt moved, Johnson seconded to deny the zoning request on Item 4C. The roll vote was as follows: Commission Mulroy - aye; Commissioner Watkins - aye; Commissioner Johnson aye; Commissioner Holt - aye; Commissioner Powell - aye; Commissioner Roy - aye; Commissioner Strange - nay. Motion carried 6-1. January 14, 2004 Applicant's Power Point Presentation 0 0 Attachment 8 City of Denton City Council Min'~ o November 18, 2003 DRAFT D. The Council held a public hearing and considered adoption of an ordinance regarding the rezoning of approximately 5 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The property, commonly known as 305 and 321 Mockingbird Lane, was generally located at the intersection of Mockingbird and Oriole Lane along the west side of Mockingbird Lane. Detach single-family units were proposed. The Planning and Zoning Commission recommended denial (5-1). (Z03- 0022, Oriole Court) City Manager Conduff stated that it would be acceptable to hold public hearings for Items D and E at the same time. The proposals would be voted on separately but the public hearings could be held together. Kelly Carpenter, Director of Planning and Development, presented the details of the proposals. Staff had recommended favor of the proposals, however, the Planning and Zoning Commission recommended denial. The petitioner was the Denton Affordable Housing Corporation. An additional neighborhood meeting was held since the Planning and Zoning Commission meeting and the Housing Corporation had proposed some changes to the proposal with a reduction in the number of lots for both sites. City Attorney Prouty stated that as the proposals were recommended for denial from the Planning and Zoning Commission, a supermajority vote by the Council would be required. The Mayor opened the public hearing. The following individuals spoke during the public heatings: Alan Bussell, representing the petitioner - favor Jane Provo, Denton Affordable Housing Corporation - favor Guadalupe Salsedo, 1109 Manhattan, Denton, 76209 - favor Linnie McAdams, Denton Affordable Housing Corporation-favor Tommy Brewer, 1701 Thorndale Court, Corinth, 76210 - favor Wendy Boyals, 2704 Norfolk Court, Denton 76210 - favor Jack McKinney, 3140 North Trinity Road, Denton, 76208 - favor Kae Fisher, 2601 Oak Shores Drive, Cross Roads, 76227 - favor Martha Hall, 701 Pace Drive, Denton 76209 - favor Joe Lanham, 4090 Sauls, Denton, 76209 - favor Mark Moore, 3029 Brandywine, Denton, 76209 - favor Martin Jekyll, 2111 Emerson, Denton, 76209 - favor James Fagan, 3304 Woodthrush Lane, Denton, 76209 - opposed Jean Pekara, 3403 Kingfisher Lane, Denton, 76209 - opposed JeffHyde, 3406 Kingfisher Court, Denton, 76209 - opposed Dierdre Wendel, 3300 Woodthrush Lane, Denton, 76209 - opposed Carlton Wendel, 3300 Woodthrush Lane, Denton, 76209 - opposed Wendy Mayfield, 3321 Kingfisher Lane, Denton, 76209 - opposed Jan Grawo, 3323 Kingfisher Lane, Denton, - opposed Joyce Byers, 3304 Kingfisher Lane, Denton - opposed City Council Minutes November 18, 2003 Page 2 DRAFT Mayor Brock indicated that the following Comment Cards had been received: Elizabeth Fagan, 3304 Woodthrush, Denton, 76209 - opposed Jeannine Wendel, 3300 Woodthrush, Denton, 76209 - opposed Andy Joe and Neva Thomas, 3318 Meadowlark, Denton, 76209 - opposed The Mayor closed the public hearing. City Attorney Prouty stated that the only way the Council could vote on a change would be if the change was less intensive than what was proposed. As there had been new information provided, he would recommend that the Council not vote on the two proposals before the Planning and Zoning Commission reconsidered the items. Council discussed the pros and cons of the proposals with the following points of consideration: Staff had recommended approval of the proposals but the Planning and Zoning Commission had recommended denial with little or no discussion. The surrounding neighborhood was developed under the previous code. The proposal was really between two zoning categories, NR-4 and N-R-6 with an NR-5 category not an option. It would be difficult to bind the applicant to a lower density. Due to new information presented after the Planning and Zoning Commission meeting, new questions had come up and the Commission really needed to look at proposals again. New information had come forth both from the petitioner and the neighborhood as there was not as much opposition during the Planning and Zoning Commission meeting. There was a need to look at an NR-5 zoning category for the future. It would be difficult to vote for the proposal at this time based on the recommendation by the Planning and Zoning Commission and the opposition by the neighborhood. Consideration of the time limits for the applicant to return to Council with the changed proposal. BUrroughs motioned, McNeill seconded to deny the application with a suggestion that Denton Affordable Housing bring back the application with the modifications and encourage staff look at an NR-5 zoning classification. Ms. McAdams requested that the Council remand the proposalS back to the Planning and Zoning Commission based on the new information and changed proposal rather than deny the proposals due to the time factor involved in starting the entire process again after denial. Burroughs offered a substitute motion, seconded by McNeill to remand the proposal to the Planning and Zoning Commission so that it could receive the new information that had been presented to the Council at this meeting. City Council Minutes November 18, 2003 Page 3 DRAFT Carpenter questioned that if the proposal was remanded to the Planning and Zoning Commission with an application for NR-6 zoning, what was the Council asking the Commission to reconsider as there was no NR-5 zoning classification. The property owner would not be bound by a site plan that would reflect any proposed changes. It was unclear what the Council would be asking the Commission to reconsider. Council responded that there was a recommendation to downzone the proposal but what would be the process to enforce that downzoning. Restrictive covenants to deeds had been suggested but at this point it was unclear if that would be sufficient. Denton Affordable Housing would have to present that to the Commission as an option to consider. On roll vote to remand the proposal back to the Planning and Zoning Commission, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carded unanimously. Council requested that a transcript of this discussion be sent to the Planning and Zoning Commission. E. The Council held a public heating and considered adoption of an ordinance regarding the rezoning of approximately 5.4 acres from a Neighborhood Residential 4 (NR-4) zoning district to a Neighborhood Residential 6 (NR-6) zoning district. The prope~y, commonly known as 406, 408, 410, and 414 Mockingbird Lane, was generally located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane. Detached and attached single-family units were proposed. The Planning and Zoning Commission recommended denial (5-1). (Z03-0023, Nevada Court) The public hearing for this item was held in conjunction with Item D. Burroughs motioned, McNeill seconded to remand the proposal back to the Planning and Zoning Commission. On roll vote, Burroughs "aye", Kamp "aye", McNeill "aye", Montgomery "aye", Redmon "aye", Thomson "aye" and Mayor Brock "aye". Motion carded unanimously. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR A ZONING CHANGE FROM NEIGHBORI-IOOD RESIDENTIAL 4 (NR-4) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION TO NEIGHBORI-IOOD RESIDENTIAL 6 (NR-6) ZONING DISTRICT CLASSIFICATION A_ND USE DESIGNATION FOR APPROXIMATELY 3.85 ACRES OF LAND COMMONLY KNOW AS 406, 408, 410, AND 414 MOCKINGBIRD LANE GENERALLY LOCATED AT THE INTERSECTION OF MOCKINGBIRD LANE AND WESTON DRIVE ALONG THE EAST SIDE OF MOCKINGBIRD LANE AND LEGALLY DESCRIBED AS TRACTS 3, 4, 5, 6, 12, AND 13 OF THE M. YOACWffM SURVEY IN TI-YE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE ~ AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z03-0023) WHEREAS, Denton Affordable Housing has applied for a change in zoning for approximately 3.85 acres of land described as Tracts 3, 4, 5,6, 12, and 13 of the M. Yoachum Survey and located at the intersection of Mockingbird Lane and Weston Drive along the east side of Mockingbird Lane and more particularly described in Exhibit "A" attached hereto and made a part hereof as Exhibit "A" (the "Property") from Neighborhood Residential 4 (NR-4) zoning district classification and use designation to Neighborhood Residential 6 (NR-6) zoning district classification and use designation; and WHEREAS, on January 14, 2004, the Planning and Zoning Commission recommended denial of the requested change in zoning; and WHEREAS, the City Council finds that the change is consistent with the Comprehensive Plan; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The zoning district classification and use designation of the Property is hereby changed from Neighborhood Residential 4 (NR-4) zomg district classification and use designation to Neighborhood Residential 6 (NR-6) zoning district classification and use. SECTION 2. The City's official zoning map is amended to show the change in zoning district classification. 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 ., 2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: Exhibit A PROPERTY DESCRIPTION OF 3.991 ACRE TRACT SITUATED in the City of Denton, Denton County, Texas, in the M. Yoachum Survey, Abstract No. 1442, and being a part of a tract of land described in a deed from Winnie Mae Dennis to Denton Affordable Housing Corporation and recorded under County Clerk File Number 97-037038 in the Real Property Records, Denton County, Texas, and being a part of a one acre tract of land as described in a deed from Mary Robinson Harbert, et al to Denton Affordable Housing Corporation and recorded under County Clerk File Number 03-071425 in the Real Property Records, Denton County, Texas, and being a part of a 2.366 acre tract of land as described in a deed from Janie W. Mohon, et vir to Denton Affordable Housing Corp. and recorded under County Clerk File Number 95-080006 in the Real Property Records, Denton County, Texas, and being all of the First and Second Tracts as described in a deed from Cesiano L. Miranda, et ux to Denton Affordable Housing and recorded under County Clerk File Number 97-021218 in the Real Property Records of Denton County, Texas, and part of an 80 % acre tract of land as described in a deed to C. H. William and recorded in Volume 108, Page 49, Deed Records, Denton County, Texas, and being more fully described as follows; BEGiNNiNG at a % inch iron rod found at the Northeast comer of the said 2.366 acre tract; THENCE South 00 degrees 04 minutes 00 seconds West, with the East line of the said 2.366 acre tract and with the Easterly most West line of Singing Oaks, Fifth Section, an addition to the City of Denton, Denton County, Texas, according to the plat recorded in Cabinet A, Page 149, Plat Records, Denton County, Texas; a distance of 230.00 feet to a point for a comer at the Southeast corner of the said 2.366 acre tract, same being an inner comer of the said Singing Oaks, Fifth Section; THENCE North 90 degrees 00 minutes 00 seconds West, with the South line of the said 2.366 acre tract and with the Southerly most North line of the said Singing Oaks a distance of 193.30 feet to a point for a corner; THENCE North 00 degrees 00 minutes 00 seconds East, a distance of 132.60 feet to a point for a corner; THENCE North 90 degrees 00 minutes 00 seconds West, a distance of 492.23 feet to a point for a comer; THENCE South 00 degrees 00 minutes 00 seconds East, a distance of 132.60 feet to a point for a corner; THENCE North 90 degrees 00 minutes 00 seconds East, a distance of 20.00 feet to a point for a comer at the Westerly most Northwest comer of said Singing Oaks, Fifth Section; THENCE South 00 degrees 00 minutes 00 seconds East, with the West line of said Singing Oaks, Fifth Section a distance of 200.00 feet to a point for a corner; THENCE North 90 degrees 00 minutes 00 seconds West, a distance of 200.00 feet to a point for a corner in Mockingbird Lane; THENCE North 00 degrees 00 minutes 00 seconds East, with said Mockingbird Lane a distance of 430.00 feet to a point at the Northwest comer of the said tract recorded under County Clerk File Number 97-0037038; THENCE North 90 degrees 00 minutes 00 seconds East, with the North lines of the said tract recorded under County Clerk File Number 97-0037038 and the said tract recorded under County Clerk File Number 03-0071425 and the said 2.366 acre tract a distance of 865.80 feet to the point of beginning and containing 3.991 acres of land more or less. Bearing System is based on the North tine of the said tract of land recorded under County Cterk File Number 97-0037038 Real Property Records, Denton County, Texas This document was prepared under 22 TAC 663.21, does not reflect the resutts of an on the ground survey, and is not to be used to convey or establish interests in re. at property except those dghts and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. Z:/SENT RECORDS/901-999/929/SURVEY/LEGAL/3.991 AC TR.doc AGENDA INFORMATION SHEET AGENDA DATE: February 3, 2004 DEPARTMENT: ACM: Water Utilities ~.! Howard Martin, ACM/Utilities 349-8232 ~ SUBJECT Consider adoption of an ordinance of the City Council of the City of Demon, Texas denying the appeal of the Denton Independent School District regarding the Teasley Lane High School, brought pursuam to §26-226 of City of Demon Ordinance No. 2003-137, involving the imposition of impact fees; and providing for an effective date. BACKGROUND The Demon ISD 2002 Bond package included the Teasley Lane High School, which is curremly being built on Teasley Lane between Hickory Creek and Old Alton Road (Exhibit 2). The project is within Demon's service area and will be served by City water and wastewater utilities. When the Bond package was formulated and subsequently approved by voters, the previous impact fee schedule (Ordinance 1998-003) was in effect. State law, Chapter 395 of the Texas Local Government Code, requires the City of Denton to update the Capital Improvemems Plan (CIP) and revise impact fees according to the updated CIP every five years. The City of Demon completed a new CIP in the spring of 2003 and revised impact fees accordingly. The revision of fees ultimately resulted in an increase in water and wastewater impact fees. The revised ordinance was made effective by the City Council on May 29, 2003. The revision of impact fees by the City prior to the Demon lSD beginning construction of this project resulted in a budget shortfall for Denton lSD regarding impact fees. Per the request of Demon lSD, staff communicated the impact fee assessment for two large projects in a letter dated September 12, 2003 (Exhibit 3). The letter explained how impact fees and meter fees for the project were determined in accordance with the currem City impact fee ordinance. A follow-up letter (Exhibit 4) dated October 28, 2003 was provided to the Demon lSD detailing the impact fee revisions that went into effect on May 29, 2003, the effects of those revisions on Demon ISD's budget, and the concessions made on behalf of City staff to alleviate a portion of the budget shortfall. The Denton lSD requested an extension to the impact fee appeal timeline on November 20, 2003, which was subsequently granted by water utilities staff on November 21, 2003. The City Secretary received a request for an appeal (Exhibit 5) of the water/wastewater impact fees from the Denton lSD for the Teasley Lane High School on December 10, 2003. A summary of Demon ISD's impact fee appeal is provided below. 1) Demon lSD is appealing the method of calculating the impact fees based on the schedule of fees that went into effect May 29, 2003. In essence, the Denton lSD is requesting to be assessed according to the fee schedule in Ordinance 1998-003 that was in effect prior to May 29, 2003. 2) DeNon lSD is requesting consideration of an impact fee credit for a 12" water line and associated easement as well as an 8" sewer line extension at the Teasley Lane High School site. In the first appeal, DeNon lSD is appealing the method of calculating the amoum of the impact fee due (§26-226(b)). Based on the facts that the plat and plans were submitted and the authorization of funds for the project occurred prior to the effective date of the ordinance, Denton lSD requests that the impact fees be calculated on the fee schedule in effect at that time. Under §26-220(a)(1) of the impact fee ordinance the assessmem of impact fees shall occur at the time application is made for the building permit or utility connection, whichever first occurs, and shall be the amount of the maximum impact fee per service unit in effect, as set forth in Schedule 1. Denton lSD is currently in the process of obtaining a building permit. Most importantly, Schedule 1 clearly sets the assessmem rate and establishes maximum impact fees in §26-222(f) and (g). The ordinance states, for a new developmem for which final plat recordation occurred on or after May 29, 2003... the maximum impact fee per service unit shall be as follows: $3,155 for the water service unit... $1,437 for the service unit for Zone 1 wastewater service area... The date of final plat recordation for the Teasley Lane High School occurred on November 6, 2003, after the effective date of the revised ordinance. The project was approved by Planning and Zoning on July 23, 2003. (Please reference Exhibit 6 for a complete version of impact fee ordinance 2003-070) In addition, DeNon 1SD is appealing; §26-226(c) the availability or the amoum of an offset, credit or rebate; and §26-226(d), the application of an offset or credit against an impact fee due. Denton lSD requests that capital recovery costs for the extension of a 12" water line and 8" sewer line at the Teasley Lane High School site be calculated and credited to the impact fees in place prior to May 29, 2003. According to §26-223(a), the City shall offset the reasonable value of any area-related facilities, identified in the impact fee capital improvements plan and constructed pursuant to an agreement with the City... The water and wastewater improvements constructed by the Denton lSD were subdivision exactions required under the development code and were not improvements identified in the impact fee capital improvements plan. Therefore, these improvements are not eligible for an impact fee credit. Staff requested a legal opinion of the merits of the Denton ISD's impact fee appeal for the project. The written response from the Utility Departmem's legal counsel was distributed to you for review on January 9, 2004. The legal opinion agrees that the impact fee assessment for the project as communicated in staff's September 12, 2003 letter is consistent with the criteria outlined in Ordinance 2003-137. It further supports the position that the appeals request by the DeNon lSD does not meet the appeals criteria outlined in §26-226 of Ordinance 2003-137. OPTIONS 1. Deny the impact fee appeal of the Teasley Lane High School 2. Grant the impact fee appeal of the Teasley Lane High School RECOMMENDATION Staff is recommending to the PUB that a recommendation is made to the City Council to deny the Denton lSD impact fee appeal on the grounds that 1) the final plat recordation date of November 6, 2003 occurred after May 29, 2003, the effective date of the revised ordinance and should therefore be assessed under the current fee schedule, and 2) the water line and sewer line extensions at the site are not identified in the impact fee capital improvement plans and therefore do not qualify for an impact fee credit. Staff has implemented impact fees in an equitable manner according the City's impact fee ordinances since the inception of impact fees in 1998. The Denton lSD, along with all other entities in the development community, has been subject to impact fee implementation dates since 1998. A recent developer, whose project did not meet the 2003 revised impact fee implementation dates, brought forth a similar appeal that was ultimately denied. Granting this appeal could potentially lead to legal challenges to the uniform implementation of previously collected impact fees from other entities in the development community who have paid impact fees according to the dates outlined in the City's impact fee ordinances 1998-003 and 2003-137. The PUB reviewed the Denton lSD impact fee appeal of the Teasley Lane High School on January 12, 2004. The PUB recommended denial of the appeal by of vote of 5-2. (See Exhibit 7) FISCAL INFORMATION The difference between the calculation of impact fees under the current fee schedule and previous fee schedule for the Teasley Lane High School is $199,707.50 (detailed below). Water Impact Wastewater Total Impact fees Impact fees fees Total SFEs Assessed 117.5 72.5 Assessement -Current Impact Fee Schedule $370,712.50 $104,182.50 $474,895.00 Assessement - Previous Impact Fee Schedule $240,170.00 $35,017.50 $275,187.50 Difference $199,707.50 Although the difference between the fee calculations under the current and previous impact fee schedule is substantial, it should be noted that the Denton lSD, as well as all other rate payers also receive benefits from the City's implementation of impact fees through lower water and wastewater user rates. For a large water user such as Denton lSD, keeping rates stable results in a significant savings in their annual operating costs. Water rates have not increased since 1996 due to the policy decisions made by the Public Utilities Board and City Council adopting impact fees which provide infrastructure financing to support anticipated growth while minimizing the impact on the existing rate payers. The subsequent implementation of those policies by staff has resulted in stable rates with only a 2% scheduled increase thru 2006. In contrast, without impact fees, water rates would have increased an additional 24% from 2003 thru 2006. Only a 16% rate increase in wastewater has been scheduled over the next three years compared to what would have been a 21% increase without impact fees. Assuming that Denton ISD's water consumption continues at its current volumes, the compounded saving realized for Denton lSD in water and wastewater rates from 2003 thru 2006 is approximately $245,123. (See Exhibit 12) By comparison, the average residential water bill in 2006 will be close to $30.95 rather than an estimated $38.91 without impact fees. (See Exhibit 11) it should also be noted that the impact fee assessment for this project is proportionally smaller than what is typical of most developments. A singe-family residence is assessed one SFE for water and one SFE for wastewater. The cost of that assessment is $4,592. For a home that costs $150,000, the impact fee is 3.1% of the total project cost, including land value and construction. Likewise, impact fees for an apartmem complex typically range from 2.5 to 3.5% of total project costs. The estimated project cost for the Teasley High School is in excess of 47 million dollars. The impact fee assessment of $474,895, under the current impact fee schedule, only equates to about 1% of the total project cost. The difference in the impact fee assessments between the current and previous impact fee schedules of $199,707.50 equates to a Denton lSD cost overrun of approximately 0.4% of the total project. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utilities Board, on January 12, 2004, voted to deny the appeal by a vote of five (5) to two (2). The item was also presemed to City Council on January 20, 2004. City Council voted to table the item until the next scheduled meeting. EXHIBITS 1. Ordinance 2. Teasley Lane High School Site Map 3. Impact Fee Assessment Letter 4. Impact Fee Follow-up Letter 5. Demon lSD Teasley Lane High School impact Fee Appeal 6. City Ordinance 2003-137 7. PUB Approved Meeting Minutes - January 12, 2004 8. Time Line 9. 2003 Water Impact Fee CiP 10.2003 Wastewater Impact Fee CIP 11. Water Rate Comparison 12. DiSD Rate Comparison 13. Boundary Map Respectfully submitted: Howard Martin Assistant City Manager for Utilities ORDINANCE NO. 2004- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS DENYING THE APPEAL OF THE DENTON INDEPENDENT SCHOOL DISTRICT REGARDING THE TEASLEY LANE HIGH SCHOOL, BROUGHT PURSUANT TO §26-226 OF CITY OF DENTON ORDINANCE NO. 2003-137, INVOLVING THE IMPOSITION OF IMPACT FEES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas has hereby convened, after posting notice of the time and place of the meeting as required by applicable law; that certain appeal of the Denton Independent School District, hereafter referred to as the DISD regarding the Teasley Lane High School Complex, brought pursuant to §26-226 of City of Denton Ordinance No. 2003-137, respecting the imposition of impact fees; and WHEREAS, DISD has made an oral presentation to the Denton Public Utilities Board on January 12, 2004, and after considering the presentation of Staff and DISD, the Denton Public Utilities Board voted five votes to deny said appeal, with two votes to allow said appeal; additionally, comments were made by each member of the Public Utilities Board to be included in the minutes provided for the City Council; and WHEREAS, under the provisions of §26-226, DISD presented its case and filed materials for the City Council's consideration, and made arguments; the City, through its Staff, presented its case and filed materials for the City Council's consideration, and made arguments; and the City Council, having been instructed as to the burden of proof and the applicable law, issued its ruling on the appeal. NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: That the appeal of Denton Independent School District regarding the impact fees relating to the Teasley Lane High School, brought pursuant to §26-226 of City of Denton Ordinance No. 2003-I37, having been considered by the City Council, and as duly noticed in accordance with applicable law, is not well taken and is hereby accordingly DENIED. SECTION 2: That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the __day of ,2004. EULINE BROCK, MAYOR EXHIBIT 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY By: ~_ 5r S2Our Documents\Ordinances\04~ppeal of lmpact Fees-DISD-Teasley Lane H S-2004.doc 2 Teasley Lane High School Site Map HICKORY CREEK >../___ ¢--U-¥ EXHIBIT 2 September 12, 2003 Curtis Martin Denton Independent School District 230 N Mayhill Rd Denton, TX 76201 Subject: Impact fees for the Teasley Lane High School and District Stadium Dear Mr. Martin, This letter will serve to communicate the impact fees and meter set fees for the new DISD High School and District Stadium. As discussed in prior correspondence, impact fees for facilities such as these are based on the number of meters and meter size. The proposed metering design for the Teasley High School is one (1) 4" domestic meter and one (1) irrigation meter to the Main Building, one (1) 3" domestic meter and one (1) 3" irrigation meter to the Fieldhouse. The impact fees and meter fees for the new High School are listed in Table 1 and Table 2. Table 1. Teasley Lane High School Impact Fees Meter Meter No. SFE per Water Impact Wastewater Total Impact Size Type Meters Meter Fee~ Impact Fee2 Fee 4" Domestic 1 50 $157,750.00 $71,850.00 $229,600.00 3" Domestic 1 22.5 $70,987.50 $32,332.50 $103,320.00 3" Irrigation 2 22.5 $141,975.00 N/A $141,975.00 Water impact fees are $3,155 per SFE; z Wastewater impact fees are $1,437 per SFE Total $474,895.00 Table 2. Teasley Land High School Meter Fees Meter No. Cost per Meter Meter & Set · Cost per Meter Meter & Set Size Meters w/Tap Fee w/Tap wo/Tap Fee wo/Tap 4" 1 $10,915.00 $10,915.00 $7,915.00 $7,915.00 3" 3 $9,972.00 $29,916.00 $6,972.00 $20,916.00 Total $40,831.00 Total $28,831.00 The proposed metering design for the new District Stadium is one (I) 4" domestic meter and two (2) 2" irrigation meters. The impact fees and meter fees for the District Stadium are listed in Table 3 and Table 4. EXHIBIT 3 Table 3. District Stadium Impact Fees Meter Meter No. SFE per Water Impact Wastewater Size Type Meters Meter Fee Impact Fee Total Impact Fee 4" Domestic 1 50 $157,750.00 2" Irrigation 2 8 $50,480.00 Water impact fees are $3,155 per SFE; ~ Wastewater Impact fees are $~.,437 per 8FE $71,850.00 $229,600.00 N/A $50,480.00 Total $280,080.00 Table 4. District Stadium Meter Fees Meter No. Cost per Meter Meter& Set Cost per Meter Meter&Set Size Meters w/Tap Fee w/Tap wo/Tap Fee wo/Tap 4" 1 $10,915.00 $10,915.00 $7,915.00 $7,915.00 2" 2 $1,300.00 $2,600.00 $580.00 $1,160.00 Total $13,515.00 Total $9,075.00 If you have any questions concerning the fees discussed in this letter 'or need additional information, please call me ~ 940-349-7190. Sincerely, Tim Fisher, P.E. Assistant Director of Water Utilities 7 Utility Administration,215 E. McKinney Street. Denton, Texas, 76201 Telephone (940) 349-8230.FAX (940) 349-8120 October 28, 2003 Curtis Martin Denton lSD - Service Center 230 N. Mayhill Road DeNon, TX 76208 Dear Mr. Martin: The purpose of this letter is to discuss how impact fees have been determined for the two receN DeNon IndependeN School District (DISD) construction projects, what changes to DeNon Water Utilities (DWU) impact fee ordinances have been made receNly, and what efforts have been made to reduce the financial implications these changes may have had on the DISD in completing their projects. The service unit for Denton's water and wastewater impact fees is the "single-family equivaleN" (SFE), which is based on the size of a water meter. An SFE is the water or wastewater demand associated with the smallest water meters used in the system, which is typically used by a single family residence. The ratio of each larger meter's capacity to the capacity of the base meter determines the SFE multiplier applied to each larger size meter. At the time that DISD estimated the budgets for the Teasley High School and District Stadium the old impact fees were in effect. During that time, the City was not conducting a state law required update to their impact fee program and did not know what changes would be made to the impact fees. State law, Chapter 395 of the Texas Local Government Code, requires the City of Denton to update the Capital Improvements Plan (CIP) and revise impact fees according to the updated CIP every five years. The City of DeNon completed a new CIP in the spring of 2003 and revised impact fees accordingly. The revised impact fees wen iNo effect May 29, 2003. The revision of fees included an update to the number of service units connected to the system, the addition of water transmission lines and sewer interceptors into the capital costs, and the inclusion of interest costs, which are eligible for impact fee funding under state law, but were not "Dedicated to Quality Service" www. ci~. ofdenton.com EXHIBIT 4 included in the original impact fee study conducted in 1998. This ultimately resulted in an increase in water impact fees from $ 2,044 to $ 3,155 per SFE and an increase in wastewater impact fees from $ 483 to $1,437 per SFE. In addition to the changes stated above, the meter equivalency factors related to service units were adjusted to more adequately reflect the true capacity of a given meter size. The City's old impact fees (1998-2003) were based on meter capacities from the American Water Works Association. The new impact fees (effective May 29, 2003) meter equivalencies have been increased based on meter capacities as rated by the manufacturer, which City water division staff believes are more accurate for larger meters. In most cases, impact fees are assessed based on the number and size of water meters. However, the impact fee ordinance also allows impact fees to be determined based on a water and wastewater demand study. The impact fee budget for the Teasley High School is approximately $275,000. Based on the original meter design, and the old impact fee schedule and meter equivalencies, the budget would have been sufficient. Likewise, the original budget of $165,000 for the District Stadium would have been close to the assessed impact fees under the old fee structure. However, since the impact fee system was revised, two items (impact fee increases per SFE and adjustment of the meter equivalencies for meters greater than 2") led to a situation that resulted in a considerable increase to impact fees for the two projects. In an effort to assist DISD in reducing the budgeted shortfall, Denton Water Utilities staff assisted the DISD staff and allowed the reduction in both the number and size of the meters to a minimum in order to reduce impact fees as much as possible. The number and size of meters cannot be reduced any further and still meet peak demands. These adjustments to meter numbers and sizes represent a concession on the behalf of DWU based on the projected demand of these projects, particularly the High School. According to the impact fee ordinance, historical billing data for existing customers, such as Ryan High School in this case, may be used to determine water demands and SFE equivalents. Comparing the demands of the Teasley High School with Ryan High School, DWU is conceding approximately 20% had the assessment been conducted based on projected demands. The current impact fee assessments for the Teasley High School and District Stadium are $474,895 and $280,080 under the new fee schedule and meter equivalencies. Through these adjustments, the original budget shortfall has been reduced from $532,000 to $199,895 for the Teasley High School, and from $312,504 to $115,080 for the District Stadium. "Dedicated to Quality Service" www. ci~. ofdenton.com Although these fees appear to be relatively large, the projects will place a considerable water and wastewater demand on the DWU water distribution and wastewater collection systems. The impact fee assessments for the two projects are summarized below: Project Water SFEs / Impact Fees Wastewater SFEs / Impact fees Teasley High School 117.5 / $ 370,712.50 72.5 / $104,182.50 District Stadium 66 / $ 208,230.00 50 / $ 71,850.00 Comparing the impact fees to total project costs for these two DISD projects to that of other projects within the development community may help bring the assessed impact fees into perspective. A singe-family residence is assessed one SFE for water and 1 SFE for wastewater. The cost of that assessment is $4,592. For a home that costs $150,000, the impact fee is 3.1% of the total project cost, including land value and construction. Likewise, impact fees for an apartment complex typically range from 2.5 to 3.5% of total project costs. The estimated project cost for the Teasley High School is in excess of 47 million dollars. An impact fee assessment of $474,895 only equates to about 1% of the total project cost. This comparison illustrates a substantial difference in proportional costs between the DISD impact fee assessments with other projects we typically observe with the rest of the development community. According to the impact fee ordinance (§26-226(a)) the following decisions may be appealed to the City Council: (a) the applicability of an impact fee to the new development; (b) the method of calculating the amount of the impact fee due; (c) the availability or the amount of an offset, credit or rebate; (d) the application of an offset or credit against an impact fee due; or (e) the amount of a refund due, if any. The appellant must file a notice of appeal with the City Secretary within thirty (30) days following the determination of the amount of the impact fees to be paid by the development. This letter will serve to officially communicate the determination of impact fees for the DISD Teasley High School and District Stadium. If the DISD is interested in appealing the impact fee decision to the Denton City Council, we will be willing to facilitate the appeal process for the District. Sincerely, Howard Martin ACM/Utilities c: Dr. Ray Braswell, Superintendent, Denton Independent School District "Dedicated to Quality Service" www. ci~. ofdenton.com I307 N. Locust St. P. O. Box 2387 940-369-0003 Denton Independent School District Dr. t~ay F,. Braswell, Superintendent e-mail: rbr aswel]~dentonisd, org Denton~ TX 76201 ~' Denton, TX 76202.2387 Fax: 940-369-4982 December 10, 2003 Mr. Howard Martin Assistant City Manager City of Denton 215 E. McKinney St. Denton, TX 76201 Reference: Teasley Lane High School Denton ISD Dear Mr. Martin: In response to your letter dated October 28, 2003, on behalf of the Denton Independent School District, we respectfully submit an appeal of the assessment of impact fees for the Teasley Lane High School project. We request that the City consider both provisions' in this appeal. The method of calculating the impact fees due is based on the schedule of fees that went into effect May 29, 2003. Voter approval for the authorization of these funds occurred pr/or to this new effective date. Additionally, the plat and plans for permit were submitted prior to May 29, 2003. As such, the Denton ISD respectfully requests that the impact fees be calculated on the fee schedule in effect prior to that date. This request for exception is valid under section (b) of the appeals portion of the impact fee ordinance - appealing the method of calculating the amount of the impact fee due. A 12" water line and associated easement has been extended from approximately ,, 1300 t't north of the site to the southem edge of the property that will serve future development. An 8" sanitary sewer line is extended to the northern comer of the property that will serve future development. Portions of the costs are subject to rebates fi-om future developments' use and connection to these utilities. We would request that these capital recovery costs be calculated and credited to the impact fees in place prior to May 29, 2003. This request for exception is valid under sections (c) and (d) of the appeals portion of the impact fee ordinance -(c) the availability or the amount of an offset, credit or rebate and/or (d) the applleation of an offset or credit against an impact fee due. Please advise of any additional information required to formalize the appeal and be placed on the Public Utility Board Meeting January 12, 2004. Sit~erely, Superintendent EXHIBIT 5 AN ORDINANCE OF THE CITY OF DENTON, TEXAS UPDATING glPACT FEES BY AMENDING CHAPTER 26, "UTILITIES," SECTION 26-210 THROUGH 26-232 OF THE CITY OF DENTON CODE OF ORDINANCES; ADOPTING REVISED LAND USE ASSUMPTIONS AND CAPITAL IMPROVEMENTS PLANS FOR WATER AND WASTEWATER IMPACT FEES; ESTABLISHING NEW SERVICE AREAS FOR WASTEWATER IMPACT FEES; ESTABLISHING NEW MAXIMUM IMPACT FEES PER SERVICE UNIT AND IMPACT FEES TO BE COLLECTED; CREATING SCHEDULES FOR THE ASSESSMENT AND COLLECTION OF IMPACT FEES; REVISING PROCEDURES FOR ADMINISTERING IMPACT FEES; REPEALING CONFLICTING ORDINANCES AND RESOLUTIONS; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $2,000 FOR EACH VIOLATION THEREOF; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Texas Local Government Code, Chapter 395 authorizes a city to adopt and to amend impact fees for the purpose of financing capital improvements required by new development; and WHEREAS, the City Council of the City of Denton, Texas initially enacted water and wastewater impact fees in accordance with Ordinance No. 98-301, dated on the 15th day of September, 1998; and it is now appropriate and lawfully required that the City once again address the issues of Land Use Assumptions and a Capital Improvements Plan, as well as the subject of Amended Water and Wastewater Impact Fees; WHEREAS, the City Council in accordance with law desires to update its impact fee program by amending land use assumptions, service areas, capital improvements plans and impact fees for water and wastewater facilities; and WHEREAS, the City Council of the City of Denton, Texas has duly appointed an Impact Fee Advisory Committee by ordinance; has received written comments bom such Committee; - and has adopted Land Use Assumptions and a Capital Improvements Plan for amended water and wastewater impact fees ail in accordance with the requirements of Texas Local Government Code, Chapter 395; and WHEREAS, the City Council of the City of Denton, Texas has also received the recommendation of the Denton Public Utilities Board, an advisory committee; and WHEREAS, the City of Denton, Texas, having complied with all applicable substantive and procedural requirements of Texas Local Government Code, Chapter 395, finds it necessary and appropriate to establish amended water and amended wastewater impact fees to pay the costs of certain capital improvements for new development; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: EXHIBIT 6 SECTION 1. That the facts, circumstances, and recitations contained in the preambles to this Ordinance are hereby found and declared to be true and correct. SECTION 2. That the Land Use Assumptions for Water and Wastewater Impact Fees hereby are amended as set forth in Exhibit A, which is attached hereto and incorporated by reference herein as if fully set forth. SECTION 3. That the Capital Improvements Plan for Water and Wastewater Impact Fees hereby are amended as set forth in Exhibit B, which is attached hereto and incorporated by reference herein as if fully set forth. SECTION 4. That Chapter 26 of the Code of Ordinances of the City of Denton, Texas, entitled "Utilities," is hereby amended, which shall read as follows: CHAPTER 26: UTILITIES ARTICLE VI. IMPACT FEES Sec. 26-210. Short Title. This Article shall be known and cited as the "Denton Imp. act Fee Ordinance." See. 26-211. Statement of Purpose. This Article is intended to assure the provision of adequate public facilities to serve new development in the City by requiring each development to pay its proportional share of the costs of such improvements necessitated by and attributable to such new development as related to water and wastewater capital improvements. Sec. 26-212. Authority. This Article is adopted pursuant to Chapter 395 of the Texas Local Government Code and pursuant to thc Denton Charter. The provisions of this Article shall not be construed to limit the powers of the City to utilize other methods authorized under state law, or pursuant to other City powers to accomplish the purposes set forth herein, either in substitution or in conjunction with tiffs Article. The effective date of this Article is September 15, 1998. See. 26-213. Definitions. The following words, terms and phrases, as used in this Article, shall have the meanings respectively ascribed to them in this Section, unless the context clearly indicates otherwise: (1) Area-related facility means a capital improvement or facility expansion which is designated in the Impact Fee Capital Improvements Plan and which is not a site-related facihty. Area-related facility may include a capital improvement, which is located offsite, within, or on the perimeter of the development site. (2) Assessment means the determination of the mount of the maximum impact fee per service unit that can be imposed on new development pursuant to this Article. (3) Capital improvement means any water supply; or treatment facilities; or wastewater treatment facilities that have a life expectancy of three (3) or more years, and are owned and operated by or on behalf of the City. (4) Director means the Director of Water Utilities for the City of Denton, or his or her designee. (5) Facility expansion means the expansion of the capacity of any existing facility for the purpose of serving new development. The term does not include the repair, maintenance, modernization or expansion of an existing facility to serve existing development. (6) Impact fee capital improvements plan means the adopted plan for a service area, as may be amended from time to time, which identifies the water facilities or wastewater facilities and their associated costs which are necessitated by and which are attributable to new development, for a period not to exceed ten (i0) years, and which are to be financed in whole or in part through the imposition of water or wastewater impact fees pursuant to this Chapter 26, Article Vi. (7) Infill development means a single-family residence of less than 1,300 square feet on a lot of less than 6,000 square feet. (8) Land use assumptions means the projections of population and employment growth and associated changes in land uses, densities and intensities for a service area adopted by the City, as may be amended from time to time, upon which the impact fee capital improvements plan for the service area is based. (9) New development means a project involving the construction, reconstruction, redevelopment, conversion, structural alteration, relocation, or enlargement of any structure, or any use or extension of land, which has the effect of increasing the requirements for capital improvements or facility expansions, measured by the service units to be generated by such activity, and which requires either the approval and filing of a plat, or a re-plat pursuant to the City's subdivision regulations, or the issuance of a building permit. (10) Service area meatus a geographic area within the City or within the City's extraterritorial jurisdiction, within which impact fees for water or wastewater facilities may be collected for new development occurring within such area and within which fees so collected will be expended for those types of improvements identified in the type of capital improvements plan applicable to the service area. (lO Service unit means a standardized measure of consumption, use, generation or discharge attributable to an individual trait of development calculated in accordance with generallY accepted engineering or planning standards, for a particular category of capital/mprovements or facility expansions. For water and wastewater facilities, the service unit shall constitute the basis for establishing equivalency within various customer classes based upon the relationship of the continuous duty maximum flow rate in gallons per minute for a water meter of a given size and type compared to the continuous duty maximum flow rate in gallons per minute for a 3/4-inch diameter simple water meter. (12) Single-family equivalency ("SFE") means an equivalency factor, based on the demand associated with the smallest water meter used in the City of Denton, Texas utility system. SFE's are utilized to establish the number of service units to be allocated to various meter sizes used in the City of Denton, Texas utility system. (13) Site-related facility means an improvement or facility which is for the primary use or benefit of a new development and/or which is the for the primary purpose of safe and adequate provision of water and wastewater facilities to serve the new development and which is not included in the impact fee capital improvements plan and for which the developer or property owner is solely responsible under subdivision and other applicable regulations. See. 26-214. Impact fee as condition o'f development approval. No new development shall be connected to the City's water or wastewater system within the service area without the assessment of an impact fee pursuant to this Article, and no building permit shall be issued until the applicant has paid the impact fee imposed herein. Sec. 26-215. Land use assumptions. (a) Said land use assumptions for the City shall be updated at least every five (5) years utilizing the amendment procedure set forth in Texas Local Government Code, Chapter 395. (b) Amendment to the land use assumptions shall incorporate projections of changes in land uses, densities, intensities and population for the service area over at least a ten (10) year period. Sec. 26~216. Water impact fee service area. There is hereby established an amended water impact fee service area, to include all land within the City and its extraterritorial jurisdiction, as depicted in Exhibit C, which is attached hereto and incorporated by reference herein as if fully set forth. Sec. 26-217. Wastewater impact fee service areas. There are hereby established two (2) wastewater impact fee service areas, the boundaries of which are respectively described in Exhibits D and E, which are attached hereto and incorporated by reference herein as if fully set forth. Sec. 26-218. Determination of service units. The number of service units for both water or wastewater impact fees shall be determined by using the land equivalency table, which converts the demands for water or wastewater improvements generated by typical land uses to water meter size, and which is attached hereto as Exhibit F and incorporated by reference herein as if fully set forth. Sec. 26-219. Impact fees per service unit. (a) Maximum impact fees per service unit for each service area shall be established by category of capital improvements. The maximum impact fee per service unit for each service area for each category of capital improvement shall be computed in the following manner: (1) For each category of capital improvements, calculate the total projected costs of capital improvements necessitated by and attributable to new development in the service area identified in the impact fee capital improvements plan; (2) From such mount, subtract a credit in the amount of that portion of utility service revenues, if any, including the payment of debt, to be generated by new service units during the period the capital improvements plan is in effect, including the payment of debt, associated with the capital improvements in the plan; (3) Divide the resultant amount by the total number of service units anticipated within the service area, based upon the Iand use assumptions for that service area. (b) The maximum impact fee per service urfit for water or wastewater facilities by service area shall be as set forth in Schedule 1, which is attached hereto and incorporated herein by reference as if fully set forth. Schedule 1 shall be used to assess impact fees. Schedule 1 may be amended from time to time utilizing the amendment procedure set forth in Section 26-228. (c) The impact fee per service trait which is to be paid by each new development within a service area shall be as set forth in Schedule 2, which is attached hereto and incorporated by reference as if fully set forth, and shall be an amount less than or equal to the maximum impact fee per service trait established in Schedule 1. Schedule 2 may be amended from time to time utilizing the amendment procedure set forth in Section 26-228. (b) (c) (d) Sec. 26~220. Assessment of impact fees. (a) Assessment of impact fees for any new development shall be made as follows: O) (2) For land which is unplatted at the time of application for a building permit or utility connection, or for a new development which received final plat approval prior to the effective date of this Article, and for which no re-platting is necessary pursuant to the City's subdivision regulations prior to development, assessment of impact fees shall occur at the time application is made for the building permit or utility connection, whichever first occurs, and shall be the mount of the maximum impact fee per service unit in effect, as set forth in Schedule 1. For a new development which is submitted for approval pursuant to the City's subdivision regulations on or after the effective date of this Article, or for which re-platting results in an increase in the number of service units after such date, assessment of impact fees shalI be at the time of fmal plat recordation, and shall be the amount of the maximum impact fee per service unit in effect as set forth in Schedule 1. Following assessment of impact fees pursuant to subsection (a), the amount of impact fcc assessment per service unit for that development cannot be increased, unless the owner proposes to change the approved development by the submission of a new application for final plat approval or other development application that results in approval of additional service units, in which case a new assessment shall occur at the Schedule 1 rate then in effect for such additional service units. Following the vacating of any plat or approval of any re-plat, a new assessment must be made in accordance with subsection (a)(2). An application for an amending plat made pursuant to Texas Local Government Code §212.016 V.T.C.A. and the City of Denton Subdivision Ordinance, and for which no new development is proposed, is not subject to reassessment for an impact fee. Sec. 26-221. Computation of impact fees. (a) Following the filing and acceptance of a written application for building permit, the City shall compute the impact fee due in the following manner: O) The number of service units shall be determined by the size of the water meter purchased using the land equivalency table incorporated as Exhibit F, or by evaluation of the Director as provided in Section 26-218 or this section; (2) Service units shall be summed for all meters purchased for the development; Co) (c) (d) (e) (g) (h) (3) The total number of service un/ts shall be multiplied by the impact fee per service unit for water or wastewater service facilities using Schedule 1 then in effect as established in Section 26-219; (4) The mount of each impact fee shall be reduced by any allowable offsets or credits for that category of capital improvements, in the manner provided in Section 26-223. The amount of impact fee due for new development shall not exceed the mount computed by multiplying the assessed fee for water or wastewater service by the total number of service units generated by the development. The amount of impact fee due for redevelopment shall not exceed the amount computed by multiplying the assessed fee for water or wastewater service by the net increase in service units generated by the redevelopment. The developer may submit or the Director may require the submission of'a study, prepared by a professional engineer, licensed in the State of Texas, clearly indicating the number of water and/or wastewater service units which will be consumed or generated by the new development. The Director will review the information for completeness and conformity with generally accepted engineering practices and will, when satisfied with the completeness and conformity of the study, multiply the number of service units determ/ned by the study times the impact fee per service unit contained in Section 26-219 above to determine the total impact fee to be collected for the development. The Director may also use recent historical water billing records for existing customers to determine water demands'and SFE equivalents in accordance with data from the most recent Capital Improvements Plan. Whenever the property owner increases the number of service units for a development, the additional impact fees collected for such new service units shall be determined based on Schedule 1 and applicable offsets, credits, and discounts then in effect and such additional fee shall be assessed and collected at the time the additional meters are purchased. In the event the property owner decreases the number of service units for a development, the property owner shall be entitled to a refund of the impact fee for impact fees actually paid, but only for the amounts represented by the decrease in service units based on the assessed fee and offsets~ credits, or discounts applicable at the time the fee was paid. if the building permit for the property on which an impact fee is paid has expired and a new application is thereafter filed for the identical property and the number of service units, the impact fee previously paid satisfies the requirements of this Article. The impact fee shall attach to the property for which the impact fee was paid and shall not be transferable to other properties or service units. No building permit shall be issued if the applicant cannot verify payment of the appropriate impact fee and other applicable fees or if existing facilities do not have actual capacity to provide service to the new connection(s). Sec. 26-222. Collection of impact fees. (a) (c) (d) Except as otherwise provided in this Section, the impact fee for the new development shall be collected at the time the City issues a building permit, or if a building permit is not required, at the t/me an application is filed for a new connection to the City's water or wastewater system or for an increase in water meter size. Except as otherwise provided by contracts with political subdivisions, developer's contracts, or wholesale customers, no building permit shall be issued until all impact fees have been paid to the City. The City may enter into an agreement for capital improvements with a property owner pursuant to Section 26-229 that establishes a different time and manner of payment. The owner of an ex/sting single-family homestead housing unit, actually occupying said homestead, may make payments of any water or wastewater impact fee required by the Article in monthly installments over a period of not more than five (5) years from the date payment of the fee is otherwise required by this Article. The owner of said homestead nmst execute a promissory note, deed of trust, homestead affidavit, or other documents to be prepared by the City Attorney sufficient to establish an enforceable lien on the real property. All such installment payments shall be subject to interest at a rate equal to a twelve-month average of the 5-year Treasury Note. The interest rate on such note shall be adjusted annually, according to the most current twelve-month average. In the event that a property owner agrees to construct or finance capital improvements in the capital improvements plan pursuant to Section 26-229, the costs of which are to be reimbursed to the owner from impact fees paid fi:om other new developments that will use such facilities, the City may collect impact fees from such other new developments at the time final plats are recorded for such development. Schedule 1 sets the assessment rate and establishes maximum impact fees as set forth in subparagraphs (1) and (2) below: (1) For a new development for which final plat recordation occurred on or after September i5, 1998, but before May 29, 2003, the maximum impact fee per service unit shall be $2,044 for the water service area, and $483 for the Zone 1 wastewater service area. (2) For a new development for which final plat recordation occurred prior to September 15, 1998, on or after May 29, 2003, or for any new development which is not subject to paragraph (1), the maximum impact fee per service unit shall be as follows: $3,155 for the water.service area; $1,703 for the Zone 1 wastewater service area; and $2,614 for the Zone 2 wastewater service area. Schedule 2 sets the collection rate for impact fees as set forth in subparagraphs (1) and (2) below: (1) Except as provided in paragraph (2),' impact fees shall be collected and paid as follows: Water Service Area: $3,155 per service unit Wastewater Service Area (Zone 1): $1,437 per service trait (fi.om May 29, 2003 until May 28, 2006) $1,570 per service unit (from May 29, 2006 until May 28, 2008) $1,703 per service unit (from May 29, 2008 until May 28, 2013) Wastewater Service Area (Zone 2): $1,437 per service unit (from May 29, 2003 until May 28, 2006) $1,893 per service unit (from May 29, 2006 until May 28, 2OO8) $2,614 per service un/ts (from May 29, 2008 until May 28, 2013) Provided, however, Wastewater Service Area Impact Fees for Zone 1, for Single-Family Residences of less than 1,300 square feet, that are located'on lots of less than 6,000 square feet, shall instead be charged, and the City shall collect a Wastewater Service Area Impact fee of 50% of the adopted Wastewater Service Area Impact Fee for Zone 1. (2) For a new development for which final plat recordation occurred on or after September 15, 1998, but before May 29, 2003, and for which no new service units have been added, impact fees shall be collected as follows: Water Service Area Wastewater Service Area (Zone 1) $2,044 per service unit $483 per service unit See. 26-223. Offsets and credits. (a) The City shall offset the reasonable value of any area-related facilities, identified in the impact fee capital improvements plan and constructed pursuant to an agreement with the City, except as otherwise provided therein, which are dedicated to and received by the City on or after the effective date of this ordinance, against the amount of the impact fee 9 due for that category of capital improvement. No offsets or credits shall be provided for required over-sizing of water and wastewater lines or lift stations not identified in the capital improvements plan or for pro-rata payments to repay other developers for such over~sizing pursuant to Chapter 35-Development Code; and Subchapter 21~Water & Wastewater Standards. (b) The City shall credit any new development that occurs subsequent to the effective date of this Article, any mount of capital recovery fees which have been collected by the City pursuant to duly adopted ordinances and any impact fees collected by the City pursuant to this Article. (c) All offsets and credits against impact fees shall be subject to the following limitations and shall be granted based on this Article and additional standards promulgated by the City, which may be adopted as administrative guidelines. (1) No offset or credit shall be given for the dedication or construction of site-related facilities. (2) No offset or credit shall exceed the impact fee to be collected from new development as established in Section 26-219. (3) The unit costs used to calculate the offsets shall not exceed those assumed for the capital improvements included in the impact fee capital improvements plan for the category of facility within the service area for which the impact fee is imposed. (4) If an offset or credit applicable to a plat has not been exhausted with/n ten (10) years from the date of the acquisition of the first building permit issued or connection made after the effective date of this Article or withLn such period as may be otherwise designated by agreement for capital improvements pursuant to Section 26~229, such offset or credit shall lapse. In no event will the City reimburse the property owner or developer for an offset or credit when no impact fees for the new development can be collected pursuant to this Article or for any mount exceeding the total impact fees collected or due for the development for that category of capital improvement, unless otherwise agreed to by the City. (6) No offset shall exceed an amount equal to the eligible costs of the improvement mfiltiplied by a fraction, the numerator of which is the impact fee per service unit due for the new development as computed using Schedule 2 and the denominator of which is the maximum impact fee per service unit for the new development as computed using Schedule 1. (7) Offsets or credits for area-related facilities dedicated to and accepted by the City for a development prior to the effective date of this Arhcle shall be prorated 10 among the total number of service units within such development and reduced by an amount equivalent to the number of existing service units within such development and shall be further reduced by the amount of any participation funds received from the City and by any payments received from other developments who utilize the system facility. (8) The City may participate in the costs of an area-related improvement to be dedicated to the City, including costs that exceed the amount of the impact fees due for the development under Schedule 1 for that category of capital improvements, in accordance with policies and rules established under the City's subdivision regulations and when incorporated into an agreement for capital improvements pursuant to Section 26-229. The amount of any offset shall not include the amount of the City's participation. (d) Unless an agreement for capital improvements is executed providing for a different manner of offsetting or crediting impact fees due pursuant to Section 26-229, an offset or credit associated with a plat shall be applied to reduce an impact fee at the time of application for the first building permit or at the time of application for the first utility connection for the property, in the case of land located within the City's extraterritorial jurisdiction, and, thereafter, to reduce impact fees subsequently to be collected, until the offset or credit is exhausted. Sec. 26-224. Establishment of accounts. (a) The City's Department of Finance shall establish separate interest-bearing accounts clearly identifying the category of capital improvement (i.e. water facilities and wastewater facilities) within the service area for which the impact fee is collected. (b) Interest earned by each account shall be credited to the account on which it is earned and shall be used solely for the purposes specified for impact fees as authorized herein. (c) The City's Department of Finance shall establish adequate fmancial and accounting controls to ensure that impact fees disbursed from the account are utilized solely for the purposes authorized in this Article. Disbursement of funds shall be authorized by the City at such times as are reasonably necessary to carry out the purposes and intent of this Article; provided, however, that any fee paid shall be expended within a reasonable period of time, but not to exceed ten (10) years from the date the fee is deposited into the account. (d) The City's Department of Finance shall maintain and keep adequate financial records for each such account, which shall show the source and disbursement of all revenues, which shall account for all monies received, the number of service units for which the monies are received, and which shall ensure that the disbursement of funds from each account shall be used solely and exclusively for the provision of projects specified in the impact fee capital improvements plan as area-related capital projects. The City's Department of Finance shall also maintain such records as are necessary to ensure that refunds are 11 appropriately made in accordance with this Article. The records of the account into which impact fees are deposited shall be open for public inspection and copying during ordinary business hours. The City may establish a fee for copying services. Sec. 26-225. Use of proceeds of impact fee accounts. (a) The impact fee collected pursuant to this Article may be used to finance or to recoup capital construction costs for water and wastewater facilities identified in the impact fee capital improvements plan and for any purpose authorized in Texas Local Government Code, Chapter 395, V.T.C.A. as amended. Impact fees may also be used to pay the principal sum and interest and other finance costs on bonds, notes or other obligations issued by or on behalf of the City to finance such capital improvements or facilities expansions. (b) Impact fees collected pursuant to this Article shall not be used to pay for any of the following expenses: (1) Construction, acquisition, or expansion of capital improvements or assets other than those identified for the water and wastewater utility in the impact fee capital improvements plan; (2) Repair, operation, or maintenance of existing or new capital improvements or facilities expansions; (3) Upgrading, expanding, or replacing existing capital improvements to serve existing development in order to meet stricter safety, efficiency, environmental or regulatory standards; (4) Upgrading, expanding, or replacing existing capital improvements to serve existing development; provided, however, that impact fees may be used to pay the costs of upgrading, expanding or replacing existing capital improvements in order to meet the need for new capital improvements generated by new development; or (5) Administrative and operating costs of the City. Sec. 26-226. Appeals. (a) The property owner or applicant for new development may appeal the following decisions to the City Council: (a) the applicability of an impact fee to the new development; (b) the method of calculating the amount of the impact fee due; (c) the ava/lability or the amount of an offset, credit or rebate; (d) the application of an offset or credit against an impact fee due; or (e) the amount of a refund due, if any. (b) The burden of proof shall be on the appellant to demonstrate that the amount of the fee or 12 (c) the mount of the offset, credit or rebate was not calculated according to the provisions of this Article. The appellant must file a notice of appeal with the City Secretary within thirty (30) days following the determination of the amount of the impact fees to be paid by the development. If the notice of appeal is accompanied by a bond Or other sufficient surety satisfactory to the City Attorney in an amount equal to the original determination of the impact fee due, the development application may be processed while the appeal is pending. Sec. 26-227. Refunds. (a) Any impact fee or portion thereof collected pursuant to this Article which has not been expended within ten (10) years from the date of payment, shall be refunded, upon application, to the record owner of the property at the time the refund is paid, or, if the impact fee was paid by another governmental entity, to such governmental entity, together with interest calculated from the date of collection to the date of refund at the statutory rate as set forth in Vernon's Ann. Civil Statutes, Title 79, Art. 1C.002, or any successor statute. (b) Upon the request of an owner of the property on which an impact fee has been paid, the City shall refund such fees if: (1) Existing service is available and service is denied; or (2) Service was not available when the fee was collected and the City has failed to commence construction of facilities to provide service within two (2) years of fee payment; or (3) Service was not available when the fee was collected and has not subsequently been made available within a reasonable period of time considering the type of capital improvement or facility expansion to be constructed, but in any event no later than five (5) years from the date of the payment. (c) The City shall refund an appropriate proportion of impact fee payments in the event that a previously purchased but uninstalled water meter for which the impact fee has been paid is replaced with a smaller meter, based on the service unit differential of the two (2) meter sizes and the fee per service trait at the time of the original fee payment. (d) A petition for refund under this section shall be submitted to the Director on a form provided by the City for such purpose. Within one (1) month of the date of receipt of a petition for refund, the Director must provide the petitioner, in writing, with a decision on the refund request, including the reasons for the decision. If a refund is due to the petitioner, the Director shall notify the Assistant City Manager of Finance and request that a refund payment be made to the petitioner. 13 Sec. 26-228. Update of plan and revision of fees. (a) The City shall update its land use assumptions and capital improvements plans at least every five (5) years, commencing from the date of adoption of such plans, and shall recalculate the impact fees based thereon in accordance with the procedures set forth in Texas Local Government Code, Chapter 395, or in any successor statute. Co) The City may review its land use assumptions, impact fees, capital improvements plans and other factors such as market conditions more frequently than provided in subsection (a) to determine whether the land use assumptions and capital improvements plans should be updated and the impact fee recalculated accordingly, or whether Schedules 1 or 2 should be changed. Schedule 2 may be amended without revising land use assumptions and capital improvements plans at any time prior to the update provided for in subsection (a), provided that the impact fees to be collected under Schedule 2 do not exceed the impact fees assessed under Schedule 1. (c) If, at the time art update is required pursuant to Subsection (a), the City Council determines that no change to the land use assumptions, capital improvements plan or impact fee is needed, it may dispense with such update by following the procedures in Texas Local Government Code, Section 395.0575. (d) The City may amend by resolution the land use equivalency table (Exhibit F) at any time prior to the update provided for in Subsection (a), provided that the number of service units associated with a particular land use shall not be increased. Sec. 26-229. Agreement for capital improvements. An owner of a new development may construct or finance a capital improvement or facility expansion designated in the impact fee capital improvements plan, if required or authorized by the City, by entering into an agreement with the City prior to the issuance of any building permit for the development. The agreement shall be on a form approved by the City and shall identify the estimated cost of the improvement or expansion, the schedule for initiation and completion of the improvement or expansion, a requirement that the improvement be designed and completed to City standards and such other terms and conditions as deemed necessary by the City. The agreement shall provide for the method to be used to determine the amount of the offset to be given against the impact fees due for the development or any reimbursement to the owner for construction of the facility. Sec. 26-230. Use of other financing mechanisms. (a) In addition to the use of impact fees, the City may finance water and wastewater capital improvements or facilities expansions designated in the impact fee capital improvements plan through the issuance of bonds, through the formation of public improvements 14 Co) (e) districts or other assessment districts, or through an3' other authorized mechanism, in such manner and subject to such limitations as may be provided by law. Except as otherwise provided herein, the assessment and collection of a impact fee shall be additional and supplemental to, and not in substitution of, any other tax, fee, charge or assessment which is lawfully imposed on and due against the property. The City may pay all or part of impact fees due for a new development taking into account available offsets and credits pursuant to duly adopted criteria. Sec. 26-231. Conflicting ordinances. All ordinances or parts of ordinances that are in force when the provisions of this ordinance become effective, which are inconsistent or in conflict with the terms or provisions contained in this ordinance, are hereby repealed to the extent of the conflict. Sec. 26-232. Reserved. SECTION 4. That any person violating any provision of this Ordinance shall, upon conviction, be fined a sum not exceeding $2,000. Each day that a provision of this Ordinance is violated shall constitute a separate and distinct offense. SECTION 5. That if any section, subsection, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions, despite any such invalidity. SECTION 6. That this Ordinance shall repeal any conflicting ordinances and resolutions to the contrary; it being the intention of the City Council to fully amend all provisions of Chapter 26 of the City of Denton, Texas Code of Ordinances dealing with Impact Fees. SECTION 7. That 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, Denton County, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the 13th day of May, 2003. EULINE BROCK, MAYOR 15 ATTEST: JENNIFER WALTERS, CITY SECRETARY HERBERT L. PROUTY, CiTY ATTORNEY 16 EXHIBIT "A" - Land Use Assumptions for Water and Wastewater Impact Fees EXHIBIT "B" - Capital Improvements Plans for Water and Wastewater Impact Fees EXHIBIT "C" - Amended Water Impact Fee Service Area EXHIBIT "D" - Wastewater Impact Fee Service Area - Zone 1 EXHIBIT "E" - Wastewater Impact Fee Service Area- Zone 2 EXHIBIT "F" - Land Equivalency Table S:\Our Doeuments\Ordinances\03~2003 Denton Amended Impact Fee Ordinance - WWW Draft #7 042303 MSC.doc 17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 CITY OF DENTON PUBLIC UTILITIES BOARD MINUTES January 12, 2004 After determining that a quorum of the Public Utilities Board of the City of Demon, Texas was presem, the Public Utilities Board convened imo an Open Meeting on Monday, January 12, 2004, 2003, at 9:00 a.m. in the Service Cemer Training Room, City of Demon Service Cemer, 901-A Texas Street, Denton, Texas. PRESENT: John Baines, Bill Cheek, Yolanda Guzman, George Hopkins, Charldean Newell, Dick Smith and Don White (Board Member John Baines excused himself from the meeting at 11:45 a.m.) EX OFFICIO MEMBERS Michael Conduff, City Manager Howard Martin, ACM/Utilities EXCUSED: ITEMS FOR INDIVIDUAL CONSIDERATION: 6) Determine a recommendation for the City Council regarding the appeal of Denton lSD brought pursuant to §26-226 of the City of Denton Ordinance No. 2003-137, involving the imposition of impact fees for the Teasley Lane High School. Fisher also presented this item. He explained that staff's reasoning behind having two separate agenda items was to accommodate the DISD's request. DISD specifically structured their request for appeals so that the two projects would be decided on their individual merit. Fisher said that staff provided most of their analysis and background information on the first agenda item, which is the Teasley Lane High School project; the larger of the two projects. The second agenda item, for the C.H. Collins Athletic Center, does not duplicate similar information included in the first agenda item. Fisher reported that the Denton ISD 2002 Bond package included the Teasley Lane High School, which is curremly being built on Teasley Lane between Hickory Creek and Old Alton Road. The project will be served by City water and wastewater utilities. Prior to final plat approval, the City revised the Impact Fee Ordinance in conjunction with updating the City of Demon Capital Improvemems Plan (CIP). State Law, Chapter 395 of the Texas Local Governmem Code, requires the City of Denton to update the CIP and consequently the associated impact fees every five years. The City completed a new CIP in the spring of 2003. Fisher explained that the DISD is requesting that the old fee structure be applied to their request. He then outlined the difference between the currem fee and the old fee, which was $199,707.50 for this project. This represented a DISD cost overrun of approximately 0.4% of the total project. Fisher stated that he wanted to cover some of the economic factors that were considered when the PUB and City Council revised their impact fee ordinance. Fisher presemed debt-service payments projected for the water department over a ten-year period and pointed to their significam increasing trend. The repaymem of bonds sold for financing Lake Ray Roberts and Page 1 of 10 EXHIBIT 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 the new Water Treatment Plant largely drove this trend. Fisher also presented information that came from the utility department's financial proformas outlining the projected income generated by the impact fee and how these compared to the projected debt service payments. Fisher also explained that impact fees were an important part of the City's ability to finance infrastructure while managing utility rate increases. Fisher stated that as one of the City's top five largest water and wastewater customers, the DISD received the benefits of the City's ability to manage rate increases through savings in their O&M budget. Fisher explained that staff analyzed DISD's current water and wastewater O&M expense for their existing facilities and tried to project potential cost savings by the DISD based upon two scenarios, a no-impact fee versus the current city financial plan using the existing impact fee ordinances adopted in 1998 and 2003. Based upon current DISD water and wastewater usage, the projected rate savings for the DISD because of the city's decision to adopt impact fees was approximately $ 250,000 over a four-year period from 2003 through 2006. Fisher informed the Board that even though the DISD has to deal with the financing and payment of impact fees, they also receive some benefits as a ratepayer. Fisher commented that staff's understanding of the basis of the DISD appeal involves the method of determination of the impact fee. Staff's interpretation on this section of the appeals process is that it generally deals with a dispute between the impact fee payer and City staff regarding how the fee is actually calculated. Rather than whether or not it falls into the old fee or new fee schedule. Since the ordinance states that the applicability of the old fee or the new fee is based upon the date the plat is filed and the plat for the Teasley Lane High School was filed after the effective date of the new impact fee ordinance, the new impact fee schedule is the correct fee schedule for assessing impact fees for this project. Therefore, staff disagrees with this basis for the appeal. Fisher reported that the second component of the DISD's appeal relates to their claim they should receive offsets and credits for water and wastewater utilities installed for the project. When the DISD acquired the tract for the Teasley Lane High School, the tract had access to an old 8" line that was extended to the mobile home park to the south along Teasley Lane in the early 1980's. That was the only line extending down Teasley Lane and there were very few customers connected to it and nothing as large as a 2,000-student high school. Fire protection and fire-flow was the key complication and the existing fire flow was inadequate to support the proposed development. Staff presented the engineer for the DISD with two options, an on-site fire suppression system, or an offsite extension up Teasley Lane to tie to a larger line south of Hickory Creek Road on the west side of Teasley Lane, that was a part of the Upper Trinity joint pipeline the city had purchased several years earlier. The city offered either alternative and requested that if the offsite waterline extension were more expensive than the on-site fire suppression system, the city would consider funding the cost difference for the offsite waterline extension since it would be a more favorable alternative for the City and for DISD as well. The DISD has requested that staff give consideration to providing impact fee credits for this water line. Unfortunately the offset and credit component of the impact fee ordinance was designed to deal with when a developer makes improvements necessary for his development that cause him to invest in a water or wastewater line that is also a capital project identified in the impact fee capital improvements plan. If the developer built the capital project in addition to paying the impact fees, they would, in essence, be paying for these improvements twice. The Page 2 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 offset and credit allows the money spent by the developer for this type of development improvement to be credited back in a reduction in impact fees to the developer. In this case, the utility lines built by the DISD were subdivision improvements that were not identified in the Impact Fee Capital Improvements Plan and are not eligible projects for staff to consider providing an offset or credit to the impact fees. Fisher then introduced Dr. Ray Braswell, Superintendent of Schools. Dr. Braswell introduced Curtis Martin, Director of Construction, Randy Stout, Legal Counsel for the DISD, and Rick Wolfolk, past President and active member of the Denton Independent School District Board and Jeff Kalista, Management/VLK Architects, Dr. Braswell explained to the Board that his comments would be the same for both the Teasley Lane High School project and the C.H. Collins Athletic Complex. He commented that the DISD recognizes the importance of the impact fee requirements and how they are used to equalize the impact of new users as the City's requirements continue to grow. Dr. Braswell drew a parallel by commenting that as new development comes into the City, DISD also feels the impact. When DISD experiences growth within the City, it builds new schools to absorb the impact to other schools. Technically, the individuals or users are one and the same in that they take up residence in the City and use the schools. He said the primary component of the DISD issue is time- sensitive, based on how the DISD determined their budget and the filing dates that followed. Dr. Braswell also contended that the DISD filed necessary documentation prior to implementation of the new impact fees ordinance. Dr. Braswell explained to the Board that in the spring of 2002 the DISD needed a citizens committee to address issues regarding a bond election to build a new high school and a new athletic facility. The DISD formed a Bond Committee, which included individuals they considered could be helpful in avoiding the mistakes of previous bond elections. Braswell explained that Howard Martin became a very productive member of the Bond Committee by contributing up-to-date information regarding impact fees, which were budgeted in the initial bond. The DISD is not like a developer and cannot reassess the value of the property or raise the rates of property following voter approval in a bond election. Because the new rates took affect after the fact, DISD is faced with the decision to reassess the projects budget or file an appeal. Jeff Kalista, Management/VLK Architects (VLK), reiterated Dr. Braswell's statements by reporting that the plats and plans for Teasley Lane High School and the C.H. Collins Athletic Complex were submitted prior to the effective date of the new ordinance, which was May 29, 2003. At the first meeting with the City in September of 2002, there was an issue involving an Environmentally Sensitive Area (ESA) close to the location of the high school. VLK Architects filed an ESA Report with the City on September 19, 2002. On November 11, 2002, VLK submitted a preliminary plat, based on numerous meetings and discussions with the City regarding the plat requirements for the project. Because of the size of the project and proximity to the ESA, some issues related to the development became apparent. The City asked for an Alternate Development Plan (ADP) to address the unusual circumstances, which was submitted on January 13, 2003. The high school property was not within city limits, therefore DISD also submitted annexation papers on January 27, 2003. The final plat was submitted on February 3, 2003, and according to the new ordinance, the new fee structure is effective on the date of approval of the final plat. Kalista informed the Board that DISD and VLK Architects contend that everything in their power has been done to submit the necessary documents. Page 3 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 Kalista also commented that §26-220 indicated the assessment of impact fees shall occur at the time application is made for a building permit or utility connection, whichever comes first. He stated that the application was made prior to the fees changing. Kalista then provided information associated with the request for appeal regarding the C.H. Collins Athletic Complex. He informed the Board that the community authorized the bond in the fall of 2002. Evaluation of the site was also completed in the fall of 2002. The site required significant utility extensions to be completed by DISD due to the fact that it is also the site for the City of DeNon and DISD join Aquatic CeNer project. Kalista remarked that the school district has contributed significant capital expenditures in extending water utility lines to and beyond the site and extended the road fronting the north side of the site, which is a benefit to the eNire community. Kalista meNioned meetings with the DevelopmeN Review Committee on November 21, 2002, followed by a December 17, 2002 meeting with the Fire Marshal and Police Chief to discuss traffic flow. A traffic study was initiated as a result of that meeting. Ed Hodney, Director of Parks and Recreation, met with VLK Architects and the DISD to discuss the Aquatic Park. The discussions included utilities required for the complex. The DISD conducted a preseNation to the PUB on January 14, 2003, in which the Board Members allowed the design to coNinue. On February 13, 2003, DISD submitted an ADP to comply with input from City staff regarding parking requiremeNs and special concessions regarding the tree ordinance requiremeNs in relation to the oversized parking area. Rick Wolfolk, DISD Board Member, provided his appeal to the Board by explaining that when the DISD purchased the properties, both were outside the city limits. The district made the decision to ask to be annexed into the community because they felt there were some positives for the relationship. When DISD bought the property, they thought the Upper Trinity River Authority had a 12" line running to the west side of the property and DISD made the determination that we should connect to their water, which would reduce the impact to our community. The City of Denton recommended that the City provide water to the site. Wolfolk revealed that, in the '99 Bond Project Committee Meetings, DISD made a half a million-dollar mistake in the Wayne Stuart Ryan High School. The DISD made every attempt to re-situate the school, and provide additional infrastructure, which the school district did not think they had to do. DISD believes that they have gone the extra step this time by involving an ex-officio member on the committee to warn DISD of future requirements. Wolfolk questioned Fisher's previous comments concerning the fact that the DISD receives some benefits as a ratepayer. Wolfolk asked why the DISD would be considered a beneficiary when other local entities had been exempted from paying impact fees. Wolfolk then suggested that the City is somewhat inconsistent in their policy by requiring Denton Municipal Airport subtenants to provide infrastructure. Wolfolk remarked that the City of DeNon would realize immeasurable benefits because of the Athletic Complex, Natatorium and new high school. He explained that visiting teams would be using the C.H. Collins Athletic Center and Natatorium. The teams would spend 3-4 days in the City, thereby increasing revenue from the Hotel/Motel Occupancy and sales tax. Wolfolk informed the Board the DISD had been chosen by Pat Sommeraul Productions as one of the school districts that would soon be highlighted nationwide. He pointed out that Corporate Page 4 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 America pays close attention to the quality of schools, transportation and utilities available in their future planning. In closing, Wolfolk remarked that the DISD believes it has been a team player by following guidelines, but now believe they are being penalized for their efforts. In response to DISD's presentation, Fisher made the following comments. TWU and UNT are not exempt from the City's impact fees. Due to an act of the legislature involving the University of Houston, the state exempted universities from drainage fees. UNT and TWU previously claimed an exemption from the City's impact fees primarily as a result of how the City wrote the original 1998 ordinance. This policy issue was brought before the PUB and the City Council in the year 2000. This exemption was ultimately eliminated when the City of Demon revised their impact fees in 2003. This was done with the knowledge and understanding by both the Public Utilities Board and City Council. The Upper Trinity has an 18" line on the west side of Teasley, that is a wholesale transmission system that serves Corinth, Lake Cities and ultimately crosses Lake Lewisville and serves the freshwater supply districts along Hwy 380. The Upper Trinity, by legislative charter, is not allowed to provide retail water service, let alone retail service within a Certificate of Convenience and Necessity (CCN) from a member city, like the City of Demon. The first time Fisher heard about the Upper Trinity being a possible solution for water supply for the Teasley Lane High School project was when their engineer memioned it. Staff then discussed the options to provide adequate fire flows to the property. The City of Demon had and existing 8 inch waterline also along the west side of Teasley Lane and the first preliminary plat submitted by the DISD's engineer proposed tying to this line. Budget - The difference between the old impact fee and the revised fees for this project amounts to approximately 0.4% of the construction cost of the Teasley Lane High School. The total impact fees for this project represent approximately 1% of the $47 million dollar project cost. Staff typically assessed impact fees of approximately 2% under the old impact fee schedule and 3-½% to 4% under the new impact fee schedule and does not view a fee of 1% as a hardship. Board Member Don White asked about an existing development that may be along this section of the line. Curtis Martin, Director of Construction, stated that the line actually had to cross an existing development know as Teasley Harbor, and then connect to the existing 12 inch line along Teasley Harbor at the southern end, continuing their extension to the intersection of Hickory Creek Road at the northern end of the subdivision. Fisher agreed with Braswell's clarification. White asked if Fisher agreed with the dates and timelines as described by the DISD. Fisher stated that staff had focused their analysis on the effective dates of the ordinance, which was the filing date of the final plat, and not on the submittal dates during the development process. Fisher stated the dates mentioned appeared to be correct but could not be sure. Board Member George Hopkins asked if there were any real differences between these two appeals and an appeal this board denied within the last two months? Fisher said no. Page 5 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 White believed there were some differences. He stated there had been a representative of the City on the committee in this instance and, no representative involved in the other appeal. He stated that Howard Martin was involved in the Bond Committee Meetings and the school district relied on his expertise regarding impact fees. Hopkins explained the date of filing the plat was the determining factor; any internal discussions would be irrelevant. Board Member Yolanda Guzman asked for clarification regarding the time frame between the April submittal of the final plat for Teasley Lane High School and the actual filing date for the plat. Fisher explained that the time period required between a final plat submittal and approval is usually tied to the review and approval of the construction plans. This can vary significantly depending upon how large the project is, how complete the plans are when they are submitted to the city for review, and how quickly and completely the developer's engineer responds to the review comments. Randy Stout, Legal Counsel for DISD, explained that there are other issues in question other than the timeline, and he did not want those issues to be cast aside. He stated that but for the fact that this is Municipal Government, he believed that the City and the DISD have a justifiable alliance. Stout contended the ordinance speaks of filing and application; it does not speak of when it was drafted only when the filing was made. Baines asked Stout what section of the ordinance he was referring to. Stout indicated it could be found in section 26-220 of the Ordinance. Guzman asked DISD representatives for confirmation of her understanding that the DISD budget meetings included Howard Martin. She remembered making note of the fact that, at the particular time in question, he had no knowledge the impact fees would be revised. Braswell responded that the DISD was fortunate to have Martin's help during the meetings and is in no way implying that the City would withhold knowledge. He informed her the Bond Committee Meetings were only mentioned to substantiate a timeline. Martin informed her that she was correct and the City had until September of 2004 to meet the 5-year deadline imposed by Chapter 395 of the Texas Local Government Code. Michael Copeland, Utilities Attorney, explained that the City of Denton began work on October 23, 2002 by appointing the Capital Improvements Committee. Howard really did not have knowledge about proposed impact fee changes until the first part of October 2002. Martin pointed out that the City needed a review because the law required us to amend the impact fees by September of the next year, or be in violation of the law. The City began its process on October 23, 2002 at which time the Capital Improvements Committee, the PUB, and the City Council met continuously until May 13, 2003. A rate was not determined until late February or early March of 2003. Copeland also informed the Board that although Martin did participate in April 2002, he had no idea whether there would be an increase in the impact fees or whether they would remain the same. Copeland believes the issue at hand is relatively simple in terms of what the City Council decided when they did the ordinance revision. The City Council decided to draw a clear line in the sand. They were experiencing problems with transition and were trying to provide certainty. Staff offered certainty in our draft; the filing date of the plat. Nobody can argue about when one files the plat and satisfies all the conditions of the P&Z and the City Council. Page 6 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 Newell asked Copeland for clarification of section 26-222, section (f), by asking for a definition of the term "final plat recordation." Stout informed Newell that according to the copy he pulled off the City ofDenton's Internet is 26-220 (a), (1) states the impact fees for any new development for land, which is unplatted at the time of the application and contains the statement "assessment of impact fees shall occur at the time that the application is made." Fisher responded to Newell's question regarding the filing date by stating that this is when the governmental approvals have been authorized and three-way contracts have been signed. That means that the financial assurances for the infrastructure to support the plat are in place and it is the actual recording date, which is stamped and accepted by the County Courthouse. He added that the section being discussed, assumed unplatted properties and tied that to the building application process. Fisher informed the Board that the normal review process is to get final plat approval before applying for the building permit, therefore, staff was not assuming there would be entities that would complete their development processes out of sequence. Stout asked Fisher if he agreed that the ordinance does specifically state "assessment of impact fees shall occur at the time the application is made," and asked if Fisher was saying that the building permit application occurs first. Fisher explained that the section he referred to conflicts with another section. Board Member Dick Smith asked when, during the chronology of events being discussed, did the DISD receive back the final construction bids for the Teasley Lane High School, and when was the Bond Election. Curtis Martin replied that the bids were received on May 8, 2003. Braswell informed the Board that the bond election was in September of 2002. Smith stated that when the DISD went out for bond, they did not know how much the exact cost of the project would be. Braswell stated that the DISD had received Guaranteed Maximum Price. Smith asked Braswell how the final bid compared to what had been anticipated prior to the bond election. Braswell responded that the bid was 1% lower. Smith asked Fisher if he was correct in his understanding that the increase in impact fees was equivalent to 0.4%. Fisher stated that the increase amounted to 0.4% or a little under a half of a percent. Baines mentioned his familiarity with tax treaties, which, based on the Unites States' friendship with another country, allow for tax adjustments. He verbalized his astonishment that municipalities have nothing in place to make similar adjustments with partnership entities. Newell responded to Baines by stating that Mike's point was probably well-taken with regard to that issue, and that is because there were so many taxation issues involved in their discussions, the City Council took a stand in establishing a firm time-line by choosing an effective date. She explained that the PUB is not a policy-making Board even though it is their prerogative to suggest policies to resolve issues such as this. The Board can make a recommendation to the City Council and they in turn will resolve the issue. Hopkins stated that decisions associated with impact fees need to be consistent because within the last few months the PUB and the City Council have been involved in discussions regarding the same facts or principles. He explained to the representatives of the DISD that just because you are a school district, the rules still apply. He did not see how the City could justify to private developers that the rules apply to you, but not to someone else. Hopkins reiterated his Page 7 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 previous statement by commenting that whatever the Board recommends it should be consistent and fair, and if the City does not abide by the guidelines set forth in the ordinance they would be vulnerable to future violations of policy. Baines confirmed his agreement with Hopkins' opinion that in principle the two instances are the same, however, he believes that the two entities differ in that one is private and one is public. Baines explained that there is nothing currently in place to allow for the distinction. Hopkins responded by explaining that in reality these discussions were held when the impact fees were adopted and the decisions were made at the time to charge the cost of the impact to the entities that created it. The City is somewhat limited in regard to the drainage fee, but the Universities do pay their impact fees. If you exempt governmental agencies from the impact fees you make the payment of the impact fees the burden of the individual taxpayers instead of paying the cost out of the tax rate of the school district. Newell said that during earlier discussions of the tax rate these issues involved concessions to public entities and that led to discussions involving what to do about non-profit organizations. The City Council may want to revisit those issues. She explained that the Board has to work within the existing policy. Therefore, the PUB has to determine if there is any basis in the appeal that would set it apart from previous appeal(s), the most current of which was submitted by a private entity. Smith expressed his empathy with the process that the school district went through to get the plat and the procedures that they had to follow, but, in the final analysis, it is the ordinance that designates May 29, 2003, as the date that the final plat has to be recorded, not when it is filed with the City of Denton. Simply because one files a plat with the City, it does not mean that it will be approved by the P&Z all the way through. He commented that the Board does not have flexibility with regard to the deadline dates contained within the ordinance. Baines responded to Newell's and Smith's statements by affirming that he agreed 100% that when the guidelines are in black and white the Board should be able to reach a consensus. Though one may be in the minority in communicating a particular position, it still needs to be communicated. He requested that the Board submit a memorandum stating his personal concerns. Newell explained there are two separate issues. The first is that the Board is considering two appeals and has to make a decision with regard to the appeals. She commented that any statements to the City Council could be included in the minutes. She assured the Board that the minutes of this meeting would be, according to Board Policy, very detailed. If the Board Member's decisions reaches consensus, the minutes would be short because discussions of the items would be very limited. If an issue produces a considerable amount of discussion, it would be included in the minutes for Council's review. White remarked that, with respect to the Teasley Lane High School Project, when one is asked to consider an appeal, it is frequently due to the fact that someone made a mistake. He stated that when staff participated in the Bond Committee Meetings, it included the responsibility to provide the school district with the information necessary to file their documents in a timely manner. Page 8 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 White then commented that the request for credit for the water line was denied because it was not on the Impact Fee CIP, due to the fact that the CIP had not been approved by the City Council. White then asked for the status of the partnership between the DISD and the City of Denton as it relates to the infrastructure of the C.H. Collins Athletic Complex. Fisher responded by explaining that the utilities that were first extended contemplated not only the Water Park but also looked at the proposed long-range plans of the DISD Including the Athletic Complex. The engineer was required to look at the development build-out. When the Water Park and the Natatorium came in they paid for impact fees under the current rate. The offsite improvements in essence have the potential to benefit the abutting property owners, not specifically the City of DeNon because the City's infrastructure. White then asked if the DISD could apply for prorata on the C.H. Collins Complex. Fisher affirmed that the DISD could apply the prorata to the C.H. Collins Athletic Complex, not to the Teasley Lane High School project. Fisher explained that he was sure the application for prorata on offsite sewer line was pending legal review, but indicated that he was not sure about the water line and would have to revisit the issue. White explained his point by stating if the Water Park is informed it is entitled to a 30% prorata, the City should allow some consideration to reduce the impact fees. Fisher explained that the meters were applied under the old fee and then the contractor saved the cost of that development for the City's Parks Department and the DISD. Cheek commented that he was well aware of the DISD's partnership with the City of Denton. He also confirmed his agreement with the White's point. He informed the Board that he would like nothing better than to discuss procedural issues and how they make the City's developmem process appear lengthy and redundant. He stated that regardless of the procedural issues, the impact fee schedule is in place and procedures are not the issue at hand. Newell then called for a motion to take a vote on item #6 and item #7 and also asked the Board if there was anything else they wished to include as point of record in the minutes. Cheek moved to deny the Teasley Lane High School impact fee appeal, with a second from Hopkins. Board Members Cheek, Guzman, Hopkins, Newell, and Smith voted in favor of the motion, with Baines and White voting in opposition. The motion passed by a vote of 5-2. Hopkins moved to deny the C.H. Collins Athletic Complex impact fee appeal, with a second from Guzman. Board Members Cheek, Guzman, Hopkins, Newell and Smith voted in favor of the motion, with Baines and White voting in opposition. Hopkins then stated his observation for the record that no person or emity has the right change the rules and regulations set forth by the City and if the City is to be adversely effected by its employees serving on boards, commission or committees it would be his recommendation that the City Council consider encouraging staff not to participate in meetings with outside emities in order to not misrepresem the imemions of the City of Demon. Page 9 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 The five (5) Members of the Board voting approval to deny DISD's appeals were in basic agreement with each other. They value the partnership that has developed between the City of Denton and The Denton Independent School District. They believe the Public Utilities Board is responsible for making decisions based on existing policies. They believe the two appeals to be based on policy issues. They believe the existing policy is equitable to all of the ratepayers. They also believe that the PUB and the City Council need to remain consistent in their decisions regardless of the entities involved. Baines said he believes that there needs to be a distinction between public and private entities. He commented that the issues here are not clear-cut. But, black and white policies can be changed. He stated the he is a team player and his only contention is that certain opposing views need to be documented to initiate change. He stated his belief that these are property tax base issues. He stated that he had been watching property tax base issues for almost 20-years, and if we had a more proper balance between residential and commercial, some of these issues would not need to be discussed. Those impact fees that are passed along to the school district will be passed along to the taxpayers, which is somewhat unnecessary if we had a tax-treaty between these governmental entities. We need to be about the business of bringing in bigger taxpayers to pay for the growth that we are experiencing and not passing on fees to our partners. 7) Determine a recommendation for the City Council regarding the appeal of Denton lSD brought pursuant to §26-226 of the City of Denton Ordinance No. 2003-13 7, involving the imposition of impact fees for the C.H. Collins Athletic Complex. The vote and discussion of this item is included in the minutes for Agenda Item #6 Charldean Newell, Chairperson Howard Martin, ACM/Utilities Lynn Pedrick, Secretary APPROVEDPUBMINS 11204 Page 10 of 10 X Z Z o o 0 -- (- AGENDA INFORMATION SHEET AGENDA DATE: DEPARTMENT: ACM: February 3, 2004 Water Utilities Howard Martin, ACM/Utilities 349-8232 SUBJECT Consider adoption of an ordinance of the City Council of the City of Demon, Texas denying the appeal of the Denton Independent School District regarding the C.H. Collins Athletic Complex, brought pursuam to §26-226 of City of Demon Ordinance No. 2003-137, involving the imposition of impact fees; and providing for an effective date. BACKGROUND The Denton lSD is appealing the impact fees associated with the C.H. Collins Athletic Complex, which is curremly being built north of Loop 288 and west of Sherman drive (Exhibit 2) and will be served by City water and wastewater utilities. The C.H. Collins Athletic Complex was included in the Denton lSD 2002 Bond package that was formulated and approved by voters at the time the previous impact fee schedule (Ordinance 1998-003) was in effect. There is a detailed discussion regarding the Demon lSD impact fee appeal in the previous Teasley Lane High School agenda information sheet (Exhibit 3). The only distinction between the two appeals is the specific utility lines for which Demon lSD is requesting impact fee credits. The request for an appeal (Exhibit 4) of the water/wastewater impact fees from the Demon ISD for the C.H. Collins Athletic Complex was received on December 10, 2003. A summary of Demon ISD's impact fee appeal is provided below. 1) Demon lSD is appealing the method of calculating the impact fees based on the schedule of fees that went into effect May 29, 2003. In essence, the Denton lSD is requesting to be assessed according to the fee schedule in Ordinance 1998-003 that was in effect prior to May 29, 2003. 2) Demon lSD is requesting consideration of an impact fee credit for a 12" water line extension and associated easement at the C.H. Collins Athletic Complex site. As discussed in the previous agenda, Schedule 1 (§26-222(f) and (g)) clearly sets the assessmem rate and establishes maximum impact fees under the currem fee schedule based on the date of final plat recordation. The final plat for the C.H. Collins Athletic Complex was approved by Planning and Zoning on August 27, 2003 and recorded on November 6, 2003. Because the date of final plat recordation occurred after the effective date of the revised ordinance, which was May 29, 2003, impact fees for the C.H. Collins Athletic Complex are being assessed according to the current fee schedule. In addition, the 12" water line extension the Denton lSD is requesting a credit for was a subdivision exaction required according to the developmem code and is not an improvement identified in the impact fee capital improvements plan. Therefore, this improvement is not eligible for an impact fee credit. Staff requested a legal opinion of the merits of the Denton ISD's impact fee appeal for the project. The written response from the Utility Departmem's legal counsel was distributed to you for review on January 9, 2004. The legal opinion agrees that the impact fee assessment for the project as communicated in staff's September 12, 2003 letter is consistent with the criteria outlined in Ordinance 2003-137. It further supports the position that the appeals request by the DeNon lSD does not meet the appeals criteria outlined in §26-226 of Ordinance 2003-137. OPTIONS 1. Deny the impact fee appeal of the C.H. Collins Athletic Complex 2. Grant the impact fee appeal of the C.H. Collins Athletic Complex RECOMMENDATION Staff is recommending to the PUB that a recommendation is made to the City Council to deny the Denton lSD impact fee appeal on the grounds that 1) the final plat recordation date of November 6, 2003 occurred after May 29, 2003, the effective date of the revised ordinance and should therefore be assessed under the current fee schedule, and 2) the water line extension at the site is not idemified in the impact fee capital improvemem plans and therefore does not qualify for an impact fee credit. The PUB reviewed the Denton 1SD impact fee appeal of the C.H. Collins Athletic Complex on January 12, 2004. The PUB recommended denial of the appeal by a vote of 5-2. (See Exhibit 5) FISCAL INFORMATION The difference between the calculation of impact fees under the current fee schedule and old fee schedule for the C.H. Collins Athletic Complex is $121,026.00 (detailed below). Water Impact Wastewater Total Impact fees Impact fees fees Total SFEs Assessed Assessemem -Current Impact Fee Schedule Assessement - Previous Impact Fee Schedule 66 50 $208,230.00 $71,850.00 $280,080.00 $134,904.00 $24,150.00 $159,054.00 Difference $121,026.00 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utilities Board, on January 12, 2004, voted to deny the appeal by a vote of five (5) to two (2). The item was also presemed to City Council on January 20, 2004. City Council voted to table the item until the next scheduled meeting. EXHIBITS 1. Ordinance 2. C.H. Collins Athletic Complex Site Map 3. Teasley Lane High School Impact Fee Appeal Agenda Information Sheet 4. Denton lSD C.H. Collins Athletic Complex Impact Fee Appeal 5. PUB Approved Meeting Minutes - January 12, 2004 Respectfully submitted: Howard Martin Assistant City Manager for Utilities ORDINANCE NO. 2004- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS DENYING THE APPEAL OF THE DENTON INDEPENDENT SCHOOL DISTRICT REGARDING THE C.H. COLLINS ATHLETIC COMPLEX, BROUGHT PURSUANT TO §26-226 OF CITY OF DENTON ORDINANCE NO. 2003-137, INVOLVING THE IMPOSITION OF IMPACT FEES; AND PROVDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas has hereby convened, after posting notice of the time and place of the meeting as required by applicable law; that certain appeal of the Denton Independent School District, hereafter referred to as the DISD regarding the C.H. Collins Athletic Complex, brought pursuant to §26-226 of City of Denton Ordinance No. 2003-137, respecting the imposition of impact fees; and WHEREAS, DISD has made an oral presentation to the Denton Public Utilities Board on January 12, 2004, and after considering the presentation of Staff and DISD, the Denton Public Utilities Board voted five votes to deny said appeal, with two votes to allow said appeal; additionally, comments were made by each member of the Public Utilities Board to be included in the minutes provided for the City Council; and WHEREAS, under the provisions of §26-226, DtSD presented its case and filed materials for the City Council's consideration, and made arguments; the City, through its Staff, presented its case and filed materials for the City Council's consideration, and made arguments; and the City Council, having been instructed as to the burden of proof and the applicable law, issued its ruling on the appeal. NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: That the appeal of Denton Independent School District regarding the impact fees relating to C.H. Collins Athletic Complex, brought pursuant to §26-226 of City of Denton Ordinance No. 2003-137, having been considered by the City Council, and as duly noticed in accordance with applicable law, is not well taken and is hereby accordingly DENIED. SECTION 2: That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the __day of ,2004. EULINE BROCK, MAYOR EXHIBIT 1 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY S:\Our Documents\Ordinances\04LAppeal of Impact Fees-DlSD-Collins Athletic Complex-2004.doc C.H. Collins Athletic Complex CrH. Cottln$ A~hle~:lc Cornpex EXHIBIT 2 PUBLIC UTILITIES BOARD AGENDA INFORMATION SHEET AGENDA DATE: January 12, 2004 DEPARTMENT: ACM: Water Utilities Howard Martin, Utilities 349-8232 SUBJECT Determine a recommendation for the City Council regarding the appeal of Demon lSD brought pursuam to §26-226 of the City of Demon Ordinance No. 2003-137, involving the imposition of impact fees for the Teasley Lane High School. BACKGROUND The Demon ISD 2002 Bond package included the Teasley Lane High School, which is curremly being built on Teasley Lane between Hickory Creek and Old Alton Road (Exhibit 1). The project is within Demon's service area and will be served by City water and wastewater utilities. When the Bond package was formulated and subsequently approved by voters, the previous impact fee schedule (Ordinance 1998-003) was in effect. State law, Chapter 395 of the Texas Local Government Code, requires the City of Denton to update the Capital Improvemems Plan (CIP) and revise impact fees according to the updated CIP every five years. The City of Demon completed a new CIP in the spring of 2003 and revised impact fees accordingly. The revision of fees ultimately resulted in an increase in water and wastewater impact fees. The revised ordinance was made effective by the City Council on May 29, 2003. The revision of impact fees by the City was prior to the Demon lSD beginning construction of this project and resulted in a budget shortfall for Denton lSD regarding impact fees. Per the request of Denton lSD, staff communicated the impact fee assessment for two large projects in a letter dated September 12, 2003 (Exhibit 2). The letter explained how impact fees and meter fees for the project were determined in accordance with the currem City impact fee ordinance. A follow-up letter (Exhibit 3) dated October 28, 2003 was provided to the Demon lSD detailing the impact fee revisions that went into effect on May 29, 2003, the effects of those revisions on Demon ISD's budget, and the concessions made on behalf of City staff to alleviate a portion of the budget shortfall. The Denton lSD requested an extension to the impact fee appeal timeline on November 20, 2003, which was subsequently granted by water utilities staff on November 21, 2003. The City Secretary received a request for an appeal (Exhibit 4) of the water/wastewater impact fees from the Denton lSD for the Teasley Lane High School on December 10, 2003. A summary of Demon ISD's impact fee appeal is provided below. EXHIBIT 3 1) DeNon 1SD is appealing the method of calculating the impact fees based on the schedule of fees that went into effect May 29, 2003. In essence, the Denton lSD is requesting to be assessed according to the fee schedule in Ordinance 1998-003 that was in effect prior to May 29, 2003. 2) DeNon lSD is requesting consideration of an impact fee credit for a 12" water line and associated easement as well as an 8" sewer line extension at the Teasley Lane High School site. In the first appeal, Denton 1SD is appealing the method of calculating the amount of the impact fee due (§26-226(b)). Based on the facts that the plat and plans were submitted and the authorization of funds for the project occurred prior to the effective date of the ordinance, Denton lSD requests that the impact fees be calculated on the fee schedule in effect at that time. Under §26-220(a)(1) of the impact fee ordinance the assessmem of impact fees shall occur at the time application is made for the building permit or utility connection, whichever first occurs, and shall be the amount of the maximum impact fee per service unit in effect, as set forth in Schedule 1. Denton lSD is currently in the process of obtaining a building permit. Most importantly, Schedule 1 clearly sets the assessmem rate and establishes maximum impact fees in §26-222(f) and (g). The ordinance states, for a new developmem for which final plat recordation occurred on or after May 29, 2003... the maximum impact fee per service unit shall be as follows: $3,155 for the water service unit... $1,437 for the service unit for Zone 1 wastewater service area... The date of final plat recordation for the Teasley Lane High School occurred on November 6, 2003, after the effective date of the revised ordinance. The project was approved by Planning and Zoning on July 23, 2003. (Please reference Exhibit 5for a complete version of impact fee ordinance 2003-070) In addition, DeNon 1SD is appealing; §26-226(c) the availability or the amoum of an offset, credit or rebate; and §26-226(d), the application of an offset or credit against an impact fee due. Denton lSD requests that capital recovery costs for the extension of a 12" water line and 8" sewer line at the Teasley Lane High School site be calculated and credited to the impact fees in place prior to May 29, 2003. According to §26-223(a), the City shall offset the reasonable value of any area-related facilities, identified in the impact fee capital improvements plan and constructed pursuant to an agreement with the City... The water and wastewater improvements constructed by the Denton lSD were subdivision exactions required under the development code and were not improvements identified in the impact fee capital improvements plan. Therefore, these improvements are not eligible for an impact fee credit. Staff requested a legal opinion of the merits of the Denton ISD's impact fee appeal for the project. The written response from the Utility Departmem's legal counsel is enclosed as Exhibit 6. The legal opinion agrees that the impact fee assessment for the project as communicated in the September 12, 2003 letter is consistent with the criteria outlined in Ordinance 2003-137. It further supports the position that the appeals request by the Denton lSD does not meet the appeals criteria outlined in §26-226 of Ordinance 2003-137. OPTIONS 1. Recommend the City Council deny the Teasley Lane High School impact fee appeal 2. Recommend the City Council consider the Teasley Lane High School impact fee appeal RECOMMENDATION Staff recommends that the PUB make a recommendation to the City Council to deny the Denton lSD impact fee appeal on the grounds that 1) the final plat recordation date of November 6, 2003 occurred after May 29, 2003, the effective date of the revised ordinance and should therefore be assessed under the current fee schedule, and 2) the water line and sewer line extensions at the site are not identified in the impact fee capital improvement plans and therefore do not qualify for an impact fee credit. Staff has implemented impact fees in an equitable manner according the City's impact fee ordinances since the inception of impact fees in 1998. The Denton lSD, along with all other entities in the development community, have been subject to impact fee implementation dates since 1998. A recent developer, whose project did not meet the 2003 revised impact fee implementation dates, brought forth a similar appeal that was ultimately denied. Granting this appeal could potentially lead to legal challenges to the uniform implementation of previously collected impact fees from other entities in the development community who have paid impact fees according to the dates outlined in the City's impact fee ordinances 1998-003 and 2003-137. FISCAL INFORMATION The difference between the calculation of impact fees under the current fee schedule and previous fee schedule for the Teasley Lane High School is $199,707.50 (detailed below). Water Impact Wastewater Total Impact fees Impact fees fees Total SFEs Assessed 117.5 72.5 Assessement -Current Impact Fee Schedule $370,712.50 $104,182.50 $474,895.00 Assessement - Previous Impact Fee Schedule $240,170.00 $35,017.50 $275,187.50 Difference $199,707.50 Although the difference between the fee calculations under the current and previous impact fee schedule is substantial, it should be noted that the Denton lSD, as well as all other rate payers also receive benefits from the City's implementation of impact fees through lower water and wastewater user rates. For a large water user such as Denton lSD, keeping rates stable results in a significant savings in their annual operating costs. Water rates have not increased since 1996 due to the policy decisions made by the Public Utilities Board and City Council adopting impact fees which provide infrastructure financing to support anticipated growth while minimizing the impact on the existing rate payers. The subsequent implementation of those policies by staff has resulted in stable rates with only a 2% scheduled increase thru 2006. In contrast, without impact fees, water rates would have increased an additional 24% from 2003 thru 2006. Only a 16% rate increase in wastewater has been scheduled over the next three years compared to what would have been a 21% increase without impact fees. Assuming that Denton iSD's water consumption continues at its current volumes, the compounded saving realized for Denton lSD in water and wastewater rates from 2003 thru 2006 is approximately $206,000. By comparison, the average residemial water bill in 2006 will be close to $30.75 rather than an estimated $36.19 without impact fees. it should also be noted that the impact fee assessment for this project is proportionally smaller than what is typical of most developments. A singe-family residence is assessed one SFE for water and one SFE for wastewater. The cost of that assessment is $4,592. For a home that costs $150,000, the impact fee is 3.1% of the total project cost, including land value and construction. Likewise, impact fees for an apartmem complex typically range from 2.5 to 3.5% of total project costs. The estimated project cost for the Teasley High School is in excess of 47 million dollars. The impact fee assessment of $474,895, under the current impact fee schedule, only equates to about 1% of the total project cost. The difference in the impact fee assessments between the current and previous impact fee schedules of $199,707.50 equates to a Denton lSD cost overrun of approximately 0.4% of the total project. EXHIBITS 2. 3. 4. 5. 6. Teasley Lane High School Site Map Impact Fee Assessment Letter Impact Fee Follow-up Letter Demon lSD Teasley Lane High School impact Fee Appeal City Ordinance 2003-070 City of Demon Legal Opinion Respectfully submitted: Tim Fisher Assistant Director of Water Utilities Prepared by: David Wachal Water Utilities Coordinator 1307 N. Locust St. P, 0. Box 2387 940-369,0003 Denton Independent School District Dr. Ray E. Braswel], Superintendent e-marl: rbraswell@dentonisd.org Denton, TX 76201 · Denton, TX 76202-2387 Fax: 940-369-4982 December 10, 2003 Mr. Howard Martin Assistant City Manager City o f Denton 215 E. McKirmey St. Denton, TX 76201 Reference: New District Stadium C.H. Collins Athletic Complex Dear Mr. Martin: In response to your letter dated October 28, 2003, on behalf of the Denton Independent School District, we respectfully submit an appeal of the assessment of impact fees for the New District Stadium project. We request that the City consider both provisions in this appeal. i. The method of calculating thc impact fees due is base~d on the schedule of fees that went into effect Ma~, 29, 2003. Voter approval for the authorization of these funds occurred prior to this new effective date. Additionally, the plat and plans for permit were submitted prior to May 29, 2003. As such, the Denton ISD respectfully requests that the impact fees be calculated on the fee schedule in effect prior to that date. This request for exception is valid under section (b) of the appeals portion of the impact fee ordinance - appealing the method of calculating the amount of the impact fee due. A 12" water line and associated easement has been extended along Long Road approximately 2100 lineal fl to the western edge of the property that will serve future development. Portions of the costs are subject to rebates fi:om future developments' use and connection to these utilities. We would request that these capital recovery costs be calculated and credited to the impact fees in place prior to May 29, 2003. This request for exception is valid under sections (c) and (d) of the appeals portion of the impact fee ordinance -(c) the availability or the amount of an offset, credit or rebate and/or (d) the application of an offset or credit against an impact fee due. Please advig~ of any additional information required to formalize the appeal and be placed on the Public Utility Board Meeting January 12, 2004. Sin~,~rely, Ray-Bragwell Superintendent EXHIBIT 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 CITY OF DENTON PUBLIC UTILITIES BOARD MINUTES January 12, 2004 After determining that a quorum of the Public Utilities Board of the City of Demon, Texas was presem, the Public Utilities Board convened imo an Open Meeting on Monday, January 12, 2004, 2003, at 9:00 a.m. in the Service Cemer Training Room, City of Demon Service Cemer, 901-A Texas Street, Denton, Texas. PRESENT: John Baines, Bill Cheek, Yolanda Guzman, George Hopkins, Charldean Newell, Dick Smith and Don White (Board Member John Baines excused himself from the meeting at 11:45 a.m.) EX OFFICIO MEMBERS Michael Conduff, City Manager Howard Martin, ACM/Utilities EXCUSED: ITEMS FOR INDIVIDUAL CONSIDERATION: 6) Determine a recommendation for the City Council regarding the appeal of Denton lSD brought pursuant to §26-226 of the City of Denton Ordinance No. 2003-137, involving the imposition of impact fees for the Teasley Lane High School. Fisher also presented this item. He explained that staff's reasoning behind having two separate agenda items was to accommodate the DISD's request. DISD specifically structured their request for appeals so that the two projects would be decided on their individual merit. Fisher said that staff provided most of their analysis and background information on the first agenda item, which is the Teasley Lane High School project; the larger of the two projects. The second agenda item, for the C.H. Collins Athletic Center, does not duplicate similar information included in the first agenda item. Fisher reported that the Denton ISD 2002 Bond package included the Teasley Lane High School, which is curremly being built on Teasley Lane between Hickory Creek and Old Alton Road. The project will be served by City water and wastewater utilities. Prior to final plat approval, the City revised the Impact Fee Ordinance in conjunction with updating the City of Demon Capital Improvemems Plan (CIP). State Law, Chapter 395 of the Texas Local Governmem Code, requires the City of Denton to update the CIP and consequently the associated impact fees every five years. The City completed a new CIP in the spring of 2003. Fisher explained that the DISD is requesting that the old fee structure be applied to their request. He then outlined the difference between the currem fee and the old fee, which was $199,707.50 for this project. This represented a DISD cost overrun of approximately 0.4% of the total project. Fisher stated that he wanted to cover some of the economic factors that were considered when the PUB and City Council revised their impact fee ordinance. Fisher presemed debt-service payments projected for the water department over a ten-year period and pointed to their significam increasing trend. The repaymem of bonds sold for financing Lake Ray Roberts and Page 1 of 10 EXHIBIT 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 the new Water Treatment Plant largely drove this trend. Fisher also presented information that came from the utility department's financial proformas outlining the projected income generated by the impact fee and how these compared to the projected debt service payments. Fisher also explained that impact fees were an important part of the City's ability to finance infrastructure while managing utility rate increases. Fisher stated that as one of the City's top five largest water and wastewater customers, the DISD received the benefits of the City's ability to manage rate increases through savings in their O&M budget. Fisher explained that staff analyzed DISD's current water and wastewater O&M expense for their existing facilities and tried to project potential cost savings by the DISD based upon two scenarios, a no-impact fee versus the current city financial plan using the existing impact fee ordinances adopted in 1998 and 2003. Based upon current DISD water and wastewater usage, the projected rate savings for the DISD because of the city's decision to adopt impact fees was approximately $ 250,000 over a four-year period from 2003 through 2006. Fisher informed the Board that even though the DISD has to deal with the financing and payment of impact fees, they also receive some benefits as a ratepayer. Fisher commented that staff's understanding of the basis of the DISD appeal involves the method of determination of the impact fee. Staff's interpretation on this section of the appeals process is that it generally deals with a dispute between the impact fee payer and City staff regarding how the fee is actually calculated. Rather than whether or not it falls into the old fee or new fee schedule. Since the ordinance states that the applicability of the old fee or the new fee is based upon the date the plat is filed and the plat for the Teasley Lane High School was filed after the effective date of the new impact fee ordinance, the new impact fee schedule is the correct fee schedule for assessing impact fees for this project. Therefore, staff disagrees with this basis for the appeal. Fisher reported that the second component of the DISD's appeal relates to their claim they should receive offsets and credits for water and wastewater utilities installed for the project. When the DISD acquired the tract for the Teasley Lane High School, the tract had access to an old 8" line that was extended to the mobile home park to the south along Teasley Lane in the early 1980's. That was the only line extending down Teasley Lane and there were very few customers connected to it and nothing as large as a 2,000-student high school. Fire protection and fire-flow was the key complication and the existing fire flow was inadequate to support the proposed development. Staff presented the engineer for the DISD with two options, an on-site fire suppression system, or an offsite extension up Teasley Lane to tie to a larger line south of Hickory Creek Road on the west side of Teasley Lane, that was a part of the Upper Trinity joint pipeline the city had purchased several years earlier. The city offered either alternative and requested that if the offsite waterline extension were more expensive than the on-site fire suppression system, the city would consider funding the cost difference for the offsite waterline extension since it would be a more favorable alternative for the City and for DISD as well. The DISD has requested that staff give consideration to providing impact fee credits for this water line. Unfortunately the offset and credit component of the impact fee ordinance was designed to deal with when a developer makes improvements necessary for his development that cause him to invest in a water or wastewater line that is also a capital project identified in the impact fee capital improvements plan. If the developer built the capital project in addition to paying the impact fees, they would, in essence, be paying for these improvements twice. The Page 2 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 offset and credit allows the money spent by the developer for this type of development improvement to be credited back in a reduction in impact fees to the developer. In this case, the utility lines built by the DISD were subdivision improvements that were not identified in the Impact Fee Capital Improvements Plan and are not eligible projects for staff to consider providing an offset or credit to the impact fees. Fisher then introduced Dr. Ray Braswell, Superintendent of Schools. Dr. Braswell introduced Curtis Martin, Director of Construction, Randy Stout, Legal Counsel for the DISD, and Rick Wolfolk, past President and active member of the Denton Independent School District Board and Jeff Kalista, Management/VLK Architects, Dr. Braswell explained to the Board that his comments would be the same for both the Teasley Lane High School project and the C.H. Collins Athletic Complex. He commented that the DISD recognizes the importance of the impact fee requirements and how they are used to equalize the impact of new users as the City's requirements continue to grow. Dr. Braswell drew a parallel by commenting that as new development comes into the City, DISD also feels the impact. When DISD experiences growth within the City, it builds new schools to absorb the impact to other schools. Technically, the individuals or users are one and the same in that they take up residence in the City and use the schools. He said the primary component of the DISD issue is time- sensitive, based on how the DISD determined their budget and the filing dates that followed. Dr. Braswell also contended that the DISD filed necessary documentation prior to implementation of the new impact fees ordinance. Dr. Braswell explained to the Board that in the spring of 2002 the DISD needed a citizens committee to address issues regarding a bond election to build a new high school and a new athletic facility. The DISD formed a Bond Committee, which included individuals they considered could be helpful in avoiding the mistakes of previous bond elections. Braswell explained that Howard Martin became a very productive member of the Bond Committee by contributing up-to-date information regarding impact fees, which were budgeted in the initial bond. The DISD is not like a developer and cannot reassess the value of the property or raise the rates of property following voter approval in a bond election. Because the new rates took affect after the fact, DISD is faced with the decision to reassess the projects budget or file an appeal. Jeff Kalista, Management/VLK Architects (VLK), reiterated Dr. Braswell's statements by reporting that the plats and plans for Teasley Lane High School and the C.H. Collins Athletic Complex were submitted prior to the effective date of the new ordinance, which was May 29, 2003. At the first meeting with the City in September of 2002, there was an issue involving an Environmentally Sensitive Area (ESA) close to the location of the high school. VLK Architects filed an ESA Report with the City on September 19, 2002. On November 11, 2002, VLK submitted a preliminary plat, based on numerous meetings and discussions with the City regarding the plat requirements for the project. Because of the size of the project and proximity to the ESA, some issues related to the development became apparent. The City asked for an Alternate Development Plan (ADP) to address the unusual circumstances, which was submitted on January 13, 2003. The high school property was not within city limits, therefore DISD also submitted annexation papers on January 27, 2003. The final plat was submitted on February 3, 2003, and according to the new ordinance, the new fee structure is effective on the date of approval of the final plat. Kalista informed the Board that DISD and VLK Architects contend that everything in their power has been done to submit the necessary documents. Page 3 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 Kalista also commented that §26-220 indicated the assessment of impact fees shall occur at the time application is made for a building permit or utility connection, whichever comes first. He stated that the application was made prior to the fees changing. Kalista then provided information associated with the request for appeal regarding the C.H. Collins Athletic Complex. He informed the Board that the community authorized the bond in the fall of 2002. Evaluation of the site was also completed in the fall of 2002. The site required significant utility extensions to be completed by DISD due to the fact that it is also the site for the City of DeNon and DISD join Aquatic CeNer project. Kalista remarked that the school district has contributed significant capital expenditures in extending water utility lines to and beyond the site and extended the road fronting the north side of the site, which is a benefit to the eNire community. Kalista meNioned meetings with the DevelopmeN Review Committee on November 21, 2002, followed by a December 17, 2002 meeting with the Fire Marshal and Police Chief to discuss traffic flow. A traffic study was initiated as a result of that meeting. Ed Hodney, Director of Parks and Recreation, met with VLK Architects and the DISD to discuss the Aquatic Park. The discussions included utilities required for the complex. The DISD conducted a preseNation to the PUB on January 14, 2003, in which the Board Members allowed the design to coNinue. On February 13, 2003, DISD submitted an ADP to comply with input from City staff regarding parking requiremeNs and special concessions regarding the tree ordinance requiremeNs in relation to the oversized parking area. Rick Wolfolk, DISD Board Member, provided his appeal to the Board by explaining that when the DISD purchased the properties, both were outside the city limits. The district made the decision to ask to be annexed into the community because they felt there were some positives for the relationship. When DISD bought the property, they thought the Upper Trinity River Authority had a 12" line running to the west side of the property and DISD made the determination that we should connect to their water, which would reduce the impact to our community. The City of Denton recommended that the City provide water to the site. Wolfolk revealed that, in the '99 Bond Project Committee Meetings, DISD made a half a million-dollar mistake in the Wayne Stuart Ryan High School. The DISD made every attempt to re-situate the school, and provide additional infrastructure, which the school district did not think they had to do. DISD believes that they have gone the extra step this time by involving an ex-officio member on the committee to warn DISD of future requirements. Wolfolk questioned Fisher's previous comments concerning the fact that the DISD receives some benefits as a ratepayer. Wolfolk asked why the DISD would be considered a beneficiary when other local entities had been exempted from paying impact fees. Wolfolk then suggested that the City is somewhat inconsistent in their policy by requiring Denton Municipal Airport subtenants to provide infrastructure. Wolfolk remarked that the City of DeNon would realize immeasurable benefits because of the Athletic Complex, Natatorium and new high school. He explained that visiting teams would be using the C.H. Collins Athletic Center and Natatorium. The teams would spend 3-4 days in the City, thereby increasing revenue from the Hotel/Motel Occupancy and sales tax. Wolfolk informed the Board the DISD had been chosen by Pat Sommeraul Productions as one of the school districts that would soon be highlighted nationwide. He pointed out that Corporate Page 4 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 America pays close attention to the quality of schools, transportation and utilities available in their future planning. In closing, Wolfolk remarked that the DISD believes it has been a team player by following guidelines, but now believe they are being penalized for their efforts. In response to DISD's presentation, Fisher made the following comments. TWU and UNT are not exempt from the City's impact fees. Due to an act of the legislature involving the University of Houston, the state exempted universities from drainage fees. UNT and TWU previously claimed an exemption from the City's impact fees primarily as a result of how the City wrote the original 1998 ordinance. This policy issue was brought before the PUB and the City Council in the year 2000. This exemption was ultimately eliminated when the City of Demon revised their impact fees in 2003. This was done with the knowledge and understanding by both the Public Utilities Board and City Council. The Upper Trinity has an 18" line on the west side of Teasley, that is a wholesale transmission system that serves Corinth, Lake Cities and ultimately crosses Lake Lewisville and serves the freshwater supply districts along Hwy 380. The Upper Trinity, by legislative charter, is not allowed to provide retail water service, let alone retail service within a Certificate of Convenience and Necessity (CCN) from a member city, like the City of Demon. The first time Fisher heard about the Upper Trinity being a possible solution for water supply for the Teasley Lane High School project was when their engineer memioned it. Staff then discussed the options to provide adequate fire flows to the property. The City of Demon had and existing 8 inch waterline also along the west side of Teasley Lane and the first preliminary plat submitted by the DISD's engineer proposed tying to this line. Budget - The difference between the old impact fee and the revised fees for this project amounts to approximately 0.4% of the construction cost of the Teasley Lane High School. The total impact fees for this project represent approximately 1% of the $47 million dollar project cost. Staff typically assessed impact fees of approximately 2% under the old impact fee schedule and 3-½% to 4% under the new impact fee schedule and does not view a fee of 1% as a hardship. Board Member Don White asked about an existing development that may be along this section of the line. Curtis Martin, Director of Construction, stated that the line actually had to cross an existing development know as Teasley Harbor, and then connect to the existing 12 inch line along Teasley Harbor at the southern end, continuing their extension to the intersection of Hickory Creek Road at the northern end of the subdivision. Fisher agreed with Braswell's clarification. White asked if Fisher agreed with the dates and timelines as described by the DISD. Fisher stated that staff had focused their analysis on the effective dates of the ordinance, which was the filing date of the final plat, and not on the submittal dates during the development process. Fisher stated the dates mentioned appeared to be correct but could not be sure. Board Member George Hopkins asked if there were any real differences between these two appeals and an appeal this board denied within the last two months? Fisher said no. Page 5 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 White believed there were some differences. He stated there had been a representative of the City on the committee in this instance and, no representative involved in the other appeal. He stated that Howard Martin was involved in the Bond Committee Meetings and the school district relied on his expertise regarding impact fees. Hopkins explained the date of filing the plat was the determining factor; any internal discussions would be irrelevant. Board Member Yolanda Guzman asked for clarification regarding the time frame between the April submittal of the final plat for Teasley Lane High School and the actual filing date for the plat. Fisher explained that the time period required between a final plat submittal and approval is usually tied to the review and approval of the construction plans. This can vary significantly depending upon how large the project is, how complete the plans are when they are submitted to the city for review, and how quickly and completely the developer's engineer responds to the review comments. Randy Stout, Legal Counsel for DISD, explained that there are other issues in question other than the timeline, and he did not want those issues to be cast aside. He stated that but for the fact that this is Municipal Government, he believed that the City and the DISD have a justifiable alliance. Stout contended the ordinance speaks of filing and application; it does not speak of when it was drafted only when the filing was made. Baines asked Stout what section of the ordinance he was referring to. Stout indicated it could be found in section 26-220 of the Ordinance. Guzman asked DISD representatives for confirmation of her understanding that the DISD budget meetings included Howard Martin. She remembered making note of the fact that, at the particular time in question, he had no knowledge the impact fees would be revised. Braswell responded that the DISD was fortunate to have Martin's help during the meetings and is in no way implying that the City would withhold knowledge. He informed her the Bond Committee Meetings were only mentioned to substantiate a timeline. Martin informed her that she was correct and the City had until September of 2004 to meet the 5-year deadline imposed by Chapter 395 of the Texas Local Government Code. Michael Copeland, Utilities Attorney, explained that the City of Denton began work on October 23, 2002 by appointing the Capital Improvements Committee. Howard really did not have knowledge about proposed impact fee changes until the first part of October 2002. Martin pointed out that the City needed a review because the law required us to amend the impact fees by September of the next year, or be in violation of the law. The City began its process on October 23, 2002 at which time the Capital Improvements Committee, the PUB, and the City Council met continuously until May 13, 2003. A rate was not determined until late February or early March of 2003. Copeland also informed the Board that although Martin did participate in April 2002, he had no idea whether there would be an increase in the impact fees or whether they would remain the same. Copeland believes the issue at hand is relatively simple in terms of what the City Council decided when they did the ordinance revision. The City Council decided to draw a clear line in the sand. They were experiencing problems with transition and were trying to provide certainty. Staff offered certainty in our draft; the filing date of the plat. Nobody can argue about when one files the plat and satisfies all the conditions of the P&Z and the City Council. Page 6 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 Newell asked Copeland for clarification of section 26-222, section (f), by asking for a definition of the term "final plat recordation." Stout informed Newell that according to the copy he pulled off the City ofDenton's Internet is 26-220 (a), (1) states the impact fees for any new development for land, which is unplatted at the time of the application and contains the statement "assessment of impact fees shall occur at the time that the application is made." Fisher responded to Newell's question regarding the filing date by stating that this is when the governmental approvals have been authorized and three-way contracts have been signed. That means that the financial assurances for the infrastructure to support the plat are in place and it is the actual recording date, which is stamped and accepted by the County Courthouse. He added that the section being discussed, assumed unplatted properties and tied that to the building application process. Fisher informed the Board that the normal review process is to get final plat approval before applying for the building permit, therefore, staff was not assuming there would be entities that would complete their development processes out of sequence. Stout asked Fisher if he agreed that the ordinance does specifically state "assessment of impact fees shall occur at the time the application is made," and asked if Fisher was saying that the building permit application occurs first. Fisher explained that the section he referred to conflicts with another section. Board Member Dick Smith asked when, during the chronology of events being discussed, did the DISD receive back the final construction bids for the Teasley Lane High School, and when was the Bond Election. Curtis Martin replied that the bids were received on May 8, 2003. Braswell informed the Board that the bond election was in September of 2002. Smith stated that when the DISD went out for bond, they did not know how much the exact cost of the project would be. Braswell stated that the DISD had received Guaranteed Maximum Price. Smith asked Braswell how the final bid compared to what had been anticipated prior to the bond election. Braswell responded that the bid was 1% lower. Smith asked Fisher if he was correct in his understanding that the increase in impact fees was equivalent to 0.4%. Fisher stated that the increase amounted to 0.4% or a little under a half of a percent. Baines mentioned his familiarity with tax treaties, which, based on the Unites States' friendship with another country, allow for tax adjustments. He verbalized his astonishment that municipalities have nothing in place to make similar adjustments with partnership entities. Newell responded to Baines by stating that Mike's point was probably well-taken with regard to that issue, and that is because there were so many taxation issues involved in their discussions, the City Council took a stand in establishing a firm time-line by choosing an effective date. She explained that the PUB is not a policy-making Board even though it is their prerogative to suggest policies to resolve issues such as this. The Board can make a recommendation to the City Council and they in turn will resolve the issue. Hopkins stated that decisions associated with impact fees need to be consistent because within the last few months the PUB and the City Council have been involved in discussions regarding the same facts or principles. He explained to the representatives of the DISD that just because you are a school district, the rules still apply. He did not see how the City could justify to private developers that the rules apply to you, but not to someone else. Hopkins reiterated his Page 7 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 previous statement by commenting that whatever the Board recommends it should be consistent and fair, and if the City does not abide by the guidelines set forth in the ordinance they would be vulnerable to future violations of policy. Baines confirmed his agreement with Hopkins' opinion that in principle the two instances are the same, however, he believes that the two entities differ in that one is private and one is public. Baines explained that there is nothing currently in place to allow for the distinction. Hopkins responded by explaining that in reality these discussions were held when the impact fees were adopted and the decisions were made at the time to charge the cost of the impact to the entities that created it. The City is somewhat limited in regard to the drainage fee, but the Universities do pay their impact fees. If you exempt governmental agencies from the impact fees you make the payment of the impact fees the burden of the individual taxpayers instead of paying the cost out of the tax rate of the school district. Newell said that during earlier discussions of the tax rate these issues involved concessions to public entities and that led to discussions involving what to do about non-profit organizations. The City Council may want to revisit those issues. She explained that the Board has to work within the existing policy. Therefore, the PUB has to determine if there is any basis in the appeal that would set it apart from previous appeal(s), the most current of which was submitted by a private entity. Smith expressed his empathy with the process that the school district went through to get the plat and the procedures that they had to follow, but, in the final analysis, it is the ordinance that designates May 29, 2003, as the date that the final plat has to be recorded, not when it is filed with the City of Denton. Simply because one files a plat with the City, it does not mean that it will be approved by the P&Z all the way through. He commented that the Board does not have flexibility with regard to the deadline dates contained within the ordinance. Baines responded to Newell's and Smith's statements by affirming that he agreed 100% that when the guidelines are in black and white the Board should be able to reach a consensus. Though one may be in the minority in communicating a particular position, it still needs to be communicated. He requested that the Board submit a memorandum stating his personal concerns. Newell explained there are two separate issues. The first is that the Board is considering two appeals and has to make a decision with regard to the appeals. She commented that any statements to the City Council could be included in the minutes. She assured the Board that the minutes of this meeting would be, according to Board Policy, very detailed. If the Board Member's decisions reaches consensus, the minutes would be short because discussions of the items would be very limited. If an issue produces a considerable amount of discussion, it would be included in the minutes for Council's review. White remarked that, with respect to the Teasley Lane High School Project, when one is asked to consider an appeal, it is frequently due to the fact that someone made a mistake. He stated that when staff participated in the Bond Committee Meetings, it included the responsibility to provide the school district with the information necessary to file their documents in a timely manner. Page 8 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 White then commented that the request for credit for the water line was denied because it was not on the Impact Fee CIP, due to the fact that the CIP had not been approved by the City Council. White then asked for the status of the partnership between the DISD and the City of Denton as it relates to the infrastructure of the C.H. Collins Athletic Complex. Fisher responded by explaining that the utilities that were first extended contemplated not only the Water Park but also looked at the proposed long-range plans of the DISD Including the Athletic Complex. The engineer was required to look at the development build-out. When the Water Park and the Natatorium came in they paid for impact fees under the current rate. The offsite improvements in essence have the potential to benefit the abutting property owners, not specifically the City of DeNon because the City's infrastructure. White then asked if the DISD could apply for prorata on the C.H. Collins Complex. Fisher affirmed that the DISD could apply the prorata to the C.H. Collins Athletic Complex, not to the Teasley Lane High School project. Fisher explained that he was sure the application for prorata on offsite sewer line was pending legal review, but indicated that he was not sure about the water line and would have to revisit the issue. White explained his point by stating if the Water Park is informed it is entitled to a 30% prorata, the City should allow some consideration to reduce the impact fees. Fisher explained that the meters were applied under the old fee and then the contractor saved the cost of that development for the City's Parks Department and the DISD. Cheek commented that he was well aware of the DISD's partnership with the City of Denton. He also confirmed his agreement with the White's point. He informed the Board that he would like nothing better than to discuss procedural issues and how they make the City's developmem process appear lengthy and redundant. He stated that regardless of the procedural issues, the impact fee schedule is in place and procedures are not the issue at hand. Newell then called for a motion to take a vote on item #6 and item #7 and also asked the Board if there was anything else they wished to include as point of record in the minutes. Cheek moved to deny the Teasley Lane High School impact fee appeal, with a second from Hopkins. Board Members Cheek, Guzman, Hopkins, Newell, and Smith voted in favor of the motion, with Baines and White voting in opposition. The motion passed by a vote of 5-2. Hopkins moved to deny the C.H. Collins Athletic Complex impact fee appeal, with a second from Guzman. Board Members Cheek, Guzman, Hopkins, Newell and Smith voted in favor of the motion, with Baines and White voting in opposition. Hopkins then stated his observation for the record that no person or emity has the right change the rules and regulations set forth by the City and if the City is to be adversely effected by its employees serving on boards, commission or committees it would be his recommendation that the City Council consider encouraging staff not to participate in meetings with outside emities in order to not misrepresem the imemions of the City of Demon. Page 9 of 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 The five (5) Members of the Board voting approval to deny DISD's appeals were in basic agreement with each other. They value the partnership that has developed between the City of Denton and The Denton Independent School District. They believe the Public Utilities Board is responsible for making decisions based on existing policies. They believe the two appeals to be based on policy issues. They believe the existing policy is equitable to all of the ratepayers. They also believe that the PUB and the City Council need to remain consistent in their decisions regardless of the entities involved. Baines said he believes that there needs to be a distinction between public and private entities. He commented that the issues here are not clear-cut. But, black and white policies can be changed. He stated the he is a team player and his only contention is that certain opposing views need to be documented to initiate change. He stated his belief that these are property tax base issues. He stated that he had been watching property tax base issues for almost 20-years, and if we had a more proper balance between residential and commercial, some of these issues would not need to be discussed. Those impact fees that are passed along to the school district will be passed along to the taxpayers, which is somewhat unnecessary if we had a tax-treaty between these governmental entities. We need to be about the business of bringing in bigger taxpayers to pay for the growth that we are experiencing and not passing on fees to our partners. 7) Determine a recommendation for the City Council regarding the appeal of Denton lSD brought pursuant to §26-226 of the City of Denton Ordinance No. 2003-13 7, involving the imposition of impact fees for the C.H. Collins Athletic Complex. The vote and discussion of this item is included in the minutes for Agenda Item #6 Charldean Newell, Chairperson Howard Martin, ACM/Utilities Lynn Pedrick, Secretary APPROVEDPUBMINS 11204 Page 10 of 10 2-3-04 Don Goldston, Ph.D., LSSP 3405 Kingfisher Denton, Texas 76209 HANDOUT TO COUNCIL Members of the Denton City Council I have attended 4 zoning meetings and now 2 city council meetings in our neighborhoods effort to maintain similar housing next to our houses. It seems we have been facing an on-going, time consuming battle with the Denton Housing Authority (DHA). Before this, we battled the Denton Housing Authority over the placement of 1940s or earlier houses in our neighborhood. While they did fix the houses up, they simply do not fit in with the houses they back up to. Now less than a year later one is for sale. Now they want to change the size of lots and increase density based upon the idea they will be able to sell the houses cheaper. They have proposed duplexes in a neighborhood where there are none. They now have even said they will likely rent the duplexes and/or houses instead of sell all. It seems they change the plan at every turn and not forthcoming with the neighborhood. I live on the north side of Kingfisher. The proposed development on that site will back up to my lot. The new building code allows if not mandates public opinion on rs-zoning. Who would that be other than our neighborhood? All the property owners have indicated opposition to the DHA request to rs-zone, have duplexes, or have common walls between houses. As our representatives, I must ask you reject their plans and send a clear message to an agency you provide funds for. The message is for DHA to listen to the neighborhood and comply with our wishes. .~.//~~~ration ~Goldston and action to represent us, the citizen of Denton.