HomeMy WebLinkAboutAugust 1, 2006 Agenda
AGENDA
CITY OF DENTON CITY COUNCIL
August 1, 2006
After determining that a quorum is present, the City Council of the City of Denton, Texas will
convene in a Closed Session on Tuesday, August 1, 2006 at 5:00 p.m. in the City Manager's
Conference Room at City Hall, 215 E. McKinney Street, Denton, Texas to consider specific
items when these items are listed below under the Closed Meeting section of this agenda. The
City Council reserves the right to adjourn into a Closed Meeting on any item on its Open
Meeting agenda consistent with Chapter 551 of the TEXAS GOVERNMENT CODE, as
amended, as set forth below.
1. Closed Meeting:
A. Deliberations regarding personnel matters - Under Texas Government Code
S551.074
1. Deliberate and discuss the appointment and the duties of public officers to
the Planning and Zoning Commission, Zoning Board of Adjustment, and
any other board or commission of the City of Denton, Texas exercising
discretionary powers as opposed to purely advisory powers.
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 9551.086 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, 9551.001, ET
SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA
OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED
MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS
ACT, INCLUDING, WITHOUT LIMITATION 9551.071-551.086 OF THE TEXAS OPEN MEETINGS
ACT.
Following the completion of the Closed Session, the City Council will attend a reception for
Board and Commission members on Tuesday, August 1, 2006 at 5:30 p.m. in the Council Work
Session Room at City Hall.
The City Council will convene in the Council Chambers at 6:00 p.m. at which the following
items will be considered:
1. Consider approval of a resolution of appreciation for retiring Board/Commission
members.
2. Oath of Office for New and Continuing Board Members.
After determining that a quorum is present, the City of Denton City Council will convene in a
Regular Meeting of the City of Denton City Council on Tuesday, August 1,2006 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:
City of Denton City Council Agenda
August 1, 2006
Page 2
1. PLEDGE OF ALLEGIANCE
A. U.S. Flag
B. Texas Flag
"Honor the Texas Flag - I pledge allegiance to thee, Texas, one and indivisible."
2. Receive a report from Jerry Mohelnitzky, Chair of the Charter Review Committee,
regarding the progress of the Charter Review Committee.
3. PROCLAMA TIONS/PRESENT A TIONS
A. Proclamations/Awards
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 Consent Agenda authorizes the City
Manager or his designee to implement each item in accordance with the Staff recommendations.
The City Council has received background information and has had an opportunity to raise
questions regarding these items prior to consideration. Citizens may speak on items listed on the
Consent Agenda. A Request to Speak Card should be completed and returned to the City
Secretary before Council considers the Consent Agenda. Citizen comments on Consent Agenda
items are limited to three minutes.
Listed below are bids, purchase orders, contracts, and other items to be approved under
the Consent Agenda (Agenda Items A - L). This listing is provided on the Consent Agenda to
allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda.
If no items are pulled, Consent Agenda Items A - L 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 tax refunds for the following property taxes:
Name Reason Tax Amount
Year
Courtney
4. LandAmerica/Dobrow, Kathryn Overpayment 2005 $1,140.00
6. Wellspring Worldwide Ministries DCAD Supplemental Change 2005 $ 902.65
(exemption added)
8. Walgreen Company DCAD Supplemental Change 2004 $ 786.62
(value change per Court Order)
City of Denton City Council Agenda
August 1, 2006
Page 3
Name
Reason
Tax Amount
Year
2005 $ 655.69
10. Glendora Management/Robinson, Overpayment
Elaine
B. Consider adoption of an ordinance accepting competitive bids and awarding a
contract for the purchase of PVC Electrical Fittings for Denton Municipal
Electric; providing for the expenditure of funds therefore; and providing an
effective date (Bid 3521 - PVC Electrical Fittings awarded to the lowest
responsible bidder Techline, Inc. in the estimated amount of $380,000). The
Public Utilities Board recommends approval (4-1).
C. Consider adoption of an ordinance of the City of Denton, Texas approving an
agreement between the City of Denton and the Denton Record Chronicle;
approving the expenditure of funds for the purchase of legal advertising services
available from only one source in accordance with the provisions of the State law
exempting such purchases from requirements of competitive bids; and providing
an effective date (File 3549 - Agreement with the Denton Record Chronicle in the
amount of$8.15 per column inch for an estimated award of $35,000).
D. Consider adoption of an ordinance of the City of Denton, Texas accepting
competitive bids and awarding a best value contract for tree trimming services for
Denton Municipal Electric; authorizing the expenditure of funds therefor; and
providing an effective date (Bid 3494 - Annual Contract for Tree Trimming
Service for DME awarded to Whitmire Line Clearance, Inc. in the estimated
amount of $300,000 per year). The Public Utilities Board recommends approval
(5-0).
E. Consider adoption of an ordinance accepting competitive bids and awarding a
contract for truck beds and bodies for various City of Denton Departments;
providing for the expenditure of funds therefor; and providing for an effective
date (Bid 3528 - Utility Truck Beds and Bodies awarded to lowest responsible
bidder, AG Van and Truck Equipment in the amount of $27,997).
F. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the
City Manager to pay the City's one-time lump-sum payment in the amount of
$461,244.15 to the Upper Trinity Regional Water District pertaining to Denton's
share of the Krum Transmission Pipeline Agreement; authorizing the expenditure
of funds therefor; providing an effective date. The Public Utilities Board
recommends approval (6-0).
G. Consider adoption of an ordinance approving an assignment of a certain
commercial Airport Operator's Lease between JVC Real Estate, L.L.C. and the
City of Denton to 4736 Lockheed Associates, Ltd., approving consents to
sublease from 4736 Lockheed Associates, Ltd. to JVC Hangars, L.L.C.;
approving a fractional interest concept which subdivides the JVC Real Estate,
City of Denton City Council Agenda
August 1, 2006
Page 4
L.L.C. lease into nine separate units allowing a partial transfer, sublease and
assignment of these units; delegating to the Interim City Manager the authority to
approve assignments from JVC Hangars, L.L.C. or any successor in interest of the
fractional units; and providing an effective date. The Airport Advisory Board
recommends approval (6-1).
H. Consider adoption of an ordinance of the City Council of the City of Denton,
Texas authorizing the City Manager to execute a professional service agreement
with T. R. Edgar & Associates, for consulting services relating to a wage and
salary survey and to initiate discussions regarding compensation philosophy and
mechanics for the City of Denton, Texas (in an amount not-to-exceed $54,500);
authorizing the expenditure offunds therefor; and providing an effective date.
I. Consider adoption of an ordinance of the City Council of the City of Denton,
Texas authorizing the City Manager to execute a professional services agreement
with T. R. Edgar & Associates, for consulting services relating to a career
progression program and a wage and salary survey for Denton Municipal Electric
(in an amount not-to-exceed $46,500); authorizing the expenditure of funds
therefor; and providing an effective date. The Public Utilities Board recommends
approval (6-0).
J. Consider adoption of an ordinance of the City of Denton authorizing an
amendment to the Economic Development Program Grant Agreement between
SFT Industrial, Ltd. and the City of Denton; and providing an effective date. The
Economic Development Partnership Board recommends approval (4-0).
K. Consider approval of a resolution of the City of Denton, Texas, amending
Resolution No. R2006-013 by changing the name from Audit Committee to
Audit/Finance Committee; approving a Council Audit/Finance Committee
Directive, Bylaws of the Audit/Finance Committee, and Internal Audit Charge;
and providing an effective date.
L. Consider approval of a resolution of the City Council of the City of Denton,
Texas prescribing the manner in which the City will lease its oil, gas or other
mineral interests in lands; and providing an effective date.
5. PUBLIC HEARINGS
A. Hold a pubic hearing and consider adopting an ordinance amending Sections
35.13.7 and 35.23.2 of the Denton Development Code pertaining to tree
preservation requirements. The Planning and Zoning Commission recommends
approval (7-0). (DCA05-0010)
6. ITEMS FOR INDIVIDUAL CONSIDERATION
A. Consider adoption of an ordinance of the City of Denton naming the dog park in
Lake Forest Park; and declaring an effective date. The Parks, Recreation and
Beautification Board recommends approval (4-0).
City of Denton City Council Agenda
August 1, 2006
Page 5
B. Consider approval of a resolution of the City of Denton, Texas, supporting the
North Central Texas Council of Government's proposed regional alignment
regarding the Texas Department of Transportation's Trans- Texas Corridor - 35
initiative; and providing an effective date. The Mobility Committee recommends
approval (3-0).
C. Consider appointments to the following boards and commissions:
1. Community Development Advisory Committee
2. Planning and Zoning Commission
D. Citizen Reports
1. Review of procedures for addressing the City Council.
2. Receive citizen reports from the following:
A. Robert Donnelly regarding council business.
E. New Business
This item provides a section for Council Members to suggest items for future
agendas or to request information from the City Manager.
F. Items from the City Manager
1. Notification of upcoming meetings and/or conferences.
2. Clarification of items on the agenda.
3. Response to past citizen inquiries.
G. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the
Texas Open Meetings Act.
H. Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the
Texas Open Meetings Act.
CERTIFICATE
I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the
City of Denton, Texas, on the day of , 2006 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 l-800-RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER
CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE.
~e5oIution
in appreciation of
"3a.etirtng JJoarb anb QCommtBslon ;fI1embers"
WHEREAS, the services performed by the City of Denton's Boards and Commissions are of
great value to the Denton City Council; and
WHEREAS, the City Council wishes to commend the members of the City's Boards and
Commissions for the many hours of volunteer service they devote to the betterment of our community;
and
WHEREAS, the City Council desires to publicly acknowledge its appreciation to the retiring
members of all Denton Boards and Commissions; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
That the sincere and warm appreciation to the retiring members of the City's Boards and
Commissions, felt by the citizens and staff of the City of Denton, be formally conveyed to them in a
permanent manner by recording this ResolutioR upon the official minutes of the City of Denton; and
BE IT FURTHER RESOLVED:
That the City Council of Denton does hereby officially and sincerely extend its best wishes to
the retiring Board and Commission. members to continue to serve our community.
PASSED AND APPROVED this the Isf dayof ~A..JZ ,2006.
~RYVlrnJ
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
BY:
AP OVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
DEP ARTMENT:
Tax
ACM:
Jon Fortune
Jf
SUBJECT
Consider approval of tax refunds for the following property taxes:
Name
Reason
Tax
Amount
Year
2. LandAmerica/Steffek, Haden & Courtney
Duplicate Payment 2005 $1,426.95
4. LandAmerica/Dobrow, Kathryn
Overpayment 2005 $1,140.00
6. Wellspring Worldwide Ministries
DCAD Supplemental Change 2005 $ 902.65
(exemption added)
8. Walgreen Company
DCAD Supplemental Change 2004 $ 786.62
(value change per Court Order)
10. Glendora Management/Robinson, Elaine
Overpayment 2005 $ 655.69
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 $11,089.27.
Respectfully submitted:
Jon Fortune
Assistant City Manager
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
Questions concerning this
acquisition may be directed
to Tom Shaw 349-7133
AGENDA DATE: August 1, 2006
ACM:
Jon Fortune
1ft
SUBJECT
Consider adoption of an Ordinance accepting competitive bids and awarding a contract for the
purchase ofPVC Electrical Fittings for Denton Municipal Electric; providing for the expenditure
of funds therefore; and providing an effective date (Bid 3521-PVC Electrical Fittings awarded to
the lowest responsible bidder Techline, Inc in the estimated amount of $380,000). The Public
Utilities Board recommends approval (4-1).
BID INFORMATION
This bid is for the annual contract to supply PVC Electrical Fittings and Accessories for Denton
Municipal Electric. These items are carried in the Warehouse working capital inventory.
PRIOR ACTION/REVIEW (COUNCIL.. BOARDS.. COMMISSIONS)
The Public Utilities Board approved this item at its July 24, 2006 meeting.
RECOMMENDA TION
Award to the lowest responsible bidder, Techline Inc, in the annual estimated amount of
$380,000. The lower prices offered by Graybar Electric were disqualified for not meeting
specifications. Graybar qualified their bid, and could not hold pricing firm for six-months, as
required by the bid specifications.
PRINCIPAL PLACE OF BUSINESS
Techline, Inc.
Ft. Worth, Texas
ESTIMATED SCHEDULE OF PROJECT
This price agreement will be in effect for a period of one year from the date of award and may be
extended for additional one-year periods if agreed to by both parties with all pricing, terms and
conditions remaining the same.
Agenda information Sheet
August 1, 2006
Page 2
FISCAL INFORMATION
The items in this bid will be funded out of the Warehouse Working Capital account and charged
back to the using department.
Respectfully submitted:
~~~
Tom Shaw, C.P.M., 349-7100
Purchasing Agent
Attachment 1: Tabulation Sheet
1-AIS-Bid 3521
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ORDINANCE NO.
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR
THE PURCHASE OF PVC ELECTRICAL FITTINGS FOR DENTON MUNICIPAL ELECTRIC;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (BID 3521-PVC ELECTRICAL FITTINGS AWARDED TO THE LOWEST
RESPONSIBLE BIDDER TECHLINE, INC IN THE ESTIMATED AMOUNT OF $380,000).
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 therefor; and
WHEREAS, the City Council has provided in the City Budget for the appropriation offunds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The 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
NO
VENDOR
AMOUNT
3521
1-43
Techline, Inc.
$380,000
SECTION 2. City Council finds the bid submitted by Graybar Electric did not meet
specifications and are therefore rejected.
SECTION 3. 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 pur-
chase 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 4. Should the City and the winning bidder(s) 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 a written contract in accordance with the
terms, conditions, specifications, standards, quantities and specified sums contained in the Bid
Proposal and related documents and to extend that contract as determined to be advantageous to the
City of Denton.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this
day of
, 2006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
3-0RD-BID 3521
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
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35
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50
DRAFT MINUTES
PUBLIC UTILITIES BOARD
July 24, 2006
After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was
present, the Vice Chair of the Public Utilities Board will thereafter convened an Open Meeting
on Monday, July 24,2006 at 9:05 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present:
Vice Chair Dick Smith, George Hopkins, Bill Cheek, John Baines (arrived at 9:25
a.m.), Phil Gallivan and Bob Bland (arrived at 9:06 a.m.).
Absent:
Chair Charldean Newell, excused
Present:
Ex Officio Member:
Howard Martin, Interim City Manager
OPEN MEETING:
CONSENT AGENDA:
The Public Utilities Board has received background information, staff's recommendations, and
has had an opportunity to raise questions regarding these items prior to consideration.
Items 2, 4 and 5 were pulled from the Consent Agenda for individual consideration. Items 1 and
3 were considered at part of the Consent Agenda.
1) Consider recommending approval of a three-year contract with Whitmire Line Clearance,
Inc. for utility line clearance tree trimming.
3) Consider recommending approval of the proposal from CDM for the design of the
replacement for the floating cover for the Secondary Anaerobic Digester at the Pecan Creek
Water Reclamation Plant in an amount not to exceed $45,000.
Board Member Phil Gallivan moved to approve Item 1 and 3 with a second from Board
Member Bill Cheek. The motion was approved by a vote of 4-0.
ITEMS FOR INDIVIDUAL CONSIDERATION:
2) Consider recommending adoption of an Ordinance accepting competitive bids and awarding
a contract for the purchase ofPVC Electrical Fittings for Denton Municipal Electric;
providing for the expenditure of funds therefore; and providing an effective date (Bid 3521-
PVC Electrical Fittings awarded to the lowest responsible bidder Techline, Inc in the
estimated amount of $ 380,000).
Gallivan asked about differences in the numbers from Graybar and why that company was not
considered.
1 Draft Minutes - Public Utilities Board
2 July 24, 2006
3 Page 2 of3
4
5 Karen Smith replied that even though Graybar's bid was significantly less, the bid was submitted
6 as a qualified bid good only until July 31 st, which did not give staff enough time to place on a
7 Council agenda for approval. Purchases over $25,000 could not be made until approved by the
8 City Council.
9
10 Board Member George Hopkins stated that this was a technical matter that comes up repeatedly
11 and couldn't something be done to make the process easier.
12
13 Karen Smith stated that the city could only accept/consider bidders that meet specifications and
14 that Graybar did not when they submitted a qualified bid.
15
16 Vice Chair Smith stated that the original point still remained that the specifics of state law
17 pertaining to the bid process by municipalities sometimes puts the City at a disadvantage.
18
19 Board Member Bob Bland moved to approve with a second from Cheek. The motion was
20 approved by a vote of 5-1, with Gallivan the opposing vote.
21
22 4) Consider recommending approval of the quote from Infilco Degremeont, Inc for replacement
23 parts for the effluent water filters at the Pecan Creek Water Reclamation Plant in an amount
24 not to exceed $27,705.
25
26 Bland asked why this item was not bid.
27
28 P.S. Aurora, Assistant Director Wastewater replied that this is a sole source vendor.
29
30 Hopkins moved to approve with a second from Gallivan. The motion was approved by a
31 vote of 4-0.
32
33 5) Consider recommending approval of an Interlocal agreement to provide gas well inspection
34 services to the Town of Argyle, Texas
35
36 Vice Chair Smith asked about the amount of monies collected in road fee damages and
37 inspections fees.
38
39 Tim Fisher, Assistant Director of Water, replied that he did not have a dollar amount but that
40 collections were small in that most of the drilling occurred prior to the passage of the current
41 ordinance.
42
43 Smith asked for a follow up report at a later meeting.
44
45 Hopkins moved to approve with a second from Gallivan. The motion was approved by a
46 vote of 4-0.
47
48 7) Consider recommending approval of a Professional Services Agreement with T.R. Edgar &
49 Associates, Sole Proprietorship, of McLean, Virginia for the completion of a Career
50 Progression Program and a Wage/Salary Survey regarding Denton Municipal Electric, in an
51 amount not to exceed $46,500.
1 Minutes - Public Utilities Board
2 July 24, 2006
3 Page 3 of3
4
5 Sharon Mays, Director of DME, stated that the price for the study was competitive and offered a
6 more flexible process.
7 Bland asked if this firm had been used by anyone else in Texas.
8
9 Howard Martin, Interim City Manager, replied that Bryan and Colleyville had used this firm.
10 Martin also pointed out that that Water/Wastewater and Solid Waste salary survey was part of
11 the General Fund and would cost less than $25,000.
12
13 Gallivan moved to approve with a second from Hopkins. The motion was approved by a
14 vote of 6-0.
15
16 The meeting was adjourned by consensus at 10:06 a.m.
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
Questions concerning this
acquisition may be directed
to Tom Shaw 349-7100
AGENDA DATE: August 1, 2006
ACM:
Jon Fortune
II
SUBJECT
Consider adoption of an Ordinance of the City of Denton, Texas approving an agreement
between the City of Denton and the Denton Record Chronicle; approving the expenditure of
funds for the purchase of legal advertising services available from only one source in accordance
with the provisions of the State law exempting such purchases from requirements of competitive
bids; and providing an effective date (File 3549-Agreement with the Denton Record Chronicle in
the amount of$8.15 per column inch for an estimated award of$35,000).
BID INFORMATION
This is an annual agreement with the Denton Record Chronicle to publish legal notices for
various City Departments that are required by law to do so. The advertising will be paid by
departments such as: the City Manager's Office, City Secretary, Legal, Parks and Recreation,
Planning, Police, Utility Administration and Purchasing.
The Denton Record Chronicle is the only newspaper published and distributed within the Denton
city limits; therefore, this is a sole source acquisition. Sole source supplies and/or services
protected by copyrights or patents are exempt from the competitive bid process (Chapter 252
Texas Local Government Code).
RECOMMENDA TION
Award to the Denton Record Chronicle in the estimated amount of$35,000.
PRINCIPAL PLACE OF BUSINESS
Denton Record Chronicle
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
This agreement is for a 12 month period beginning August 1,2006.
FISCAL INFORMATION
The using Departments will provide funding for this item.
Agenda Information Sheet
August 1, 2006
Page 2
Respectfully submitted:
~~~
Tom Shaw, C.P.M., 349-7100
Purchasing Agent
Attachment 1: Denton Record Chronicle Rate Card and Retail Advertising Agreement
l-AIS-File 3549
Attachment 1
RETAIL ADVERTISING RATES
940-387-3811 Phone
940-566-6846 Fax
FEBRUARY 1, 2006
Denton Record-Chronicle
Daily: 16,000
Wednesday Plus: 40,000
Sunday: 20,000
Qpen Rate/Combination Buy*
*DR-C Plus One Other Publication
Inches
250-500
501-999
1000-1999
2000-3999
4000-5999
6000+
Retail Annual Agreements
Daily Sunday
$15.00 $17.00
$10.80 $12.40
$9.45 $10.85
$8.70 $10.00
$8.15 $9.35
$7.35 $8.45
Wednesday Plus
$19.00
$14.00
$12.30
$11.30
$10.60
$9.70
Denton Record-Chronicle Base Rate (For Combination Buy) 250 inch agreement
Daily $12, Wed. $17, Sunday $13 Plus $5 pci for each additional pub.
Color Rates
Spot Color: $3.00 per column/inch available color up to 42 column/inches
One Color Two Color Full Color
$125 $150 $220
$80 $135 $185
DR-C
Neighbors/GV
Any 2 Pubs 20% off color price,
Any 3 or more Pubs 35% off color price.
DRC Deadlines
Publication Date:
Sunday
Monday
Tuesday
Wednesday
Thursday
Friday
Saturday
Deadlines
Thurs. 4:00 p.m.
Fri. 2:00 p.m.
Fri. 5:00 p.m.
Mon. 4:00 p.m.
Tues. 4:00 p.m.
Wed. 4:00 p.m.
Thurs. 2:00 p.m.
Pick-up from Wednesday's Denton Record-Chronicle
Thursday, and/or Friday and/or Saturday Denton Record-Chronicle
for 1/2 of appropriate Wednesday rate each day.
Combination Buys $5.00 pci Pickup Rate
Allen Frisco LewisvillelFlower Mound Park Cities
Carrollton Grapevine McKinney Rockwall
Coppell Irving Mesquite Rowlett
DeSoto Lakewood North Dallas Wylie
Neighbors Deadlines
Publication Date: Saturday
Deadline: Wed. 11 :00 a.m.
Grapevine Deadlines
Publication Date: Thursday
Deadline: Tues. 5:00 p.m.
Grapevine
Open Rate
Daily $15.00 pci,
Neighbors
Open Rate
Daily $15.00 pci,
Additional Discounts For Advertisers on Annual A reement
Denton Business Publication $15 pci TV Chronicle $8.45 pci
Denton Time Features $25 Box Insert Wrap $1400 Outside (Includes Full Color)
Business Review $40 Box $ 700 Inside (Includes Spot Color)
Shop Talk $90 Box Area Page $ 85 Box
Money Saver Coupon Book
Showcase Magazine
1/3 $140
RETAIL ADVERTISING AGREEMENT
DENTON PUBLISHING COMPANY: 940-387-3811 Phone 940-566-6846 Fax
You are hereby authorized to publish advertising for the undersigned in the Denton Record-Chronicle, Denton Time,
TV Chronicle, Denton Business Chronicle, and/or The Grapevine Sun as specified below:
A minimum of 4000 inches/insertions per monthl~~, for a period of 12 months/~~ beginning
Auqust 1 . 2006 , for insertions which the advertiser agrees to pay the following rates per column inch, per
publication; payable monthly as used.
Denton Record-Chronicle (Daily) 15 Denton Record-Chronicle (Sunday)
Denton Time TV Chronicle Denton Business Chronicle
The Grapevine Sun (Pickup Rate) Neighbors (Pickup Rate)
0.60
The terms of this agreement are based on cash with order or thirty day accounts with approved credit by the business office of
Denton Publishing Company. All rates are net. No rebates for accumulated lineage.
Initial
This agreement may be terminated by either party for any reason at any time. If this agreement is terminated by either party, a
termination surcharge, equal to the difference between current open rate and advertiser agreement rate, for all advertising
placed under the terms of this agreement, will be added to the above named advertiser's billing. If at the end of the term of this
agreement, advertiser has failed to meet lineage commitment, Denton Publishing Company will bill advertiser for the balance
of the agreement or the rate difference based on accumulated lineage, whichever is the lesser amount.
Initial
Depth Requirements-Any ad running more than 18-1/2 inches in depth will be charged as 21-1/4 inches in depth.
Initial
Request for Placement-We try to comply with customer section or page requests. However placement can only be guaranteed
with a 35% cost of ad charge applied.
Initial
Errors and Adjustments- Please check your ad the first day it runs to see that all information is correct. This will ensure your
ad is exactly what you want readers to see. Denton Publishing Company assumes no responsibility for errors appearing on
original copy submitted by advertisers or his agency or approved proof of copy (except proof corrections). We must limit our
responsibility, if any, to the charge for the space, and cannot be responsible for incorrect ads after the first day of publication,
or ads submitted after published deadline. Any errors or changes must be reported to sales department the following busi-
ness day. Claims for errors in billing must be made within 30 days of date of invoice; otherwise, such claims will not be con-
sidered.
Initial
Proofs / Copy and Layout Changes - Upon request, proofs will be delivered to the advertiser
provided the ad was submitted prior to deadline and the ad is 20 inches or larger. Copy or layout changes totalling 25% or
more of the ad will be subject to a production surcharge of 35% of the cost of the ad.
Initial
Tearsheets- Tearsheets are available upon request at no charge, up to five (5) tearsheets of each ad. Additional tearsheets may
be requested for a charge of 25~ each. Any request made 45 days after publication date will be filled subject to availability. If
no paper is available, a microfilm copy and publishers affidavit may be substituted, minimum charge, $20. Tearsheets will be
mailed at the end of the month unless otherwise requested
Initial
Cancellation - Ads cancelled after deadline will be billed for the amount of space reserved by advertiser.
Initial
This agreement is valid and binding upon execution and is made subject to the regulations covering acceptance and publication
of advertising with the DENTON PUBLISHING COMPANY.
Advertiser Company Name City of Denton
Street Address 215 E McKinnev
Mailing Address
City/State/Zip Code Denton. Texas 76201
Phone Number 940 349-7100
Name of Authorized Agent Tom Shaw
Title of Agent
Signature of Agent
Approved by
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AGREEMENT
BETWEEN THE CITY OF DENTON AND THE DENTON RECORD CHRONICLE;
APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF LEGAL
ADVERTISING SERVICES AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE
WITH THE PROVISIONS OF THE STATE LAW EXEMPTING SUCH PURCHASES FROM
REQUIREMENTS OF COMPETITIVE BIDS; AND PROVIDING AN EFFECTIVE DATE
(FILE 3549-AGREEMENT WITH THE DENTON RECORD CHRONICLE IN THE
AMOUNT OF $8.15 PER COLUMN INCH FOR AN ESTIMATED AWARD OF $35,000).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER
VENDOR
AMOUNT
3549
Denton Record Chronicle
$8.15/column inch
SECTION 2. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 3. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY: ~~
3-0RD-File 3549
day of
, 2006.
PERRY R. McNEILL, MAYOR
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
Questions concerning this
acquisition may be directed
to Sharon Mays 349-8487
AGENDA DATE: August 1, 2006
ACM:
Jon Fortune II
SUBJECT
Consider adoption of an Ordinance of the City of Denton, Texas accepting competitive bids and
awarding a best value contract for tree trimming services for Denton Municipal Electric;
authorizing the expenditure of funds therefor; and providing an effective date (Bid 3494-Annual
Contract for Tree Trimming Service for DME awarded to Whitmire Line Clearance, Inc. in the
estimated amount of $300,000). The Public Utilities Board recommends approval (5-0).
BID INFORMATION
This bid is for an annual contract to provide tree-trimming services for Denton Municipal
Electric (DME). DME trims trees from overhead power lines to prevent outages to the electric
system and safe guard the public. DME follows recommendations submitted by Texas A&M
University regarding normal tree growth for this area. DME trims one fourth of the system per
year while adhering to A&M recommendations.
PRIOR ACTION/REVIEW (COUNCIL.. BOARDS.. COMMISSIONS)
The Public Utilities Board approved this item at its July 24, 2006 meeting.
RECOMMENDA TION
Award to Whitmire Line Clearance, Inc. in the estimated amount of$300,000.
PRINCIPAL PLACE OF BUSINESS
Whitmire Line Clearance, Inc.
Pilot Point, TX
ESTIMATED SCHEDULE OF PROJECT
This price agreement will be in effect for a period of one year from the date of award and may be
extended for additional one-year periods if agreed to by both parties with all pricing, terms and
conditions remaining the same.
Agenda Information Sheet
August 1, 2006
Page 2
FISCAL INFORMATION
This item will be funded from account 600300.6534 5930 A.
Respectfully submitted:
~~~
Tom Shaw, C.P.M., 349-7100
Purchasing Agent
Attachment 1 :Bid Tabulation
l-AIS-Bid 3494
Attachment 1
BID # 3494
DATE: June 22, 2006
Three-Year Contract for Tree Trimmin Service for DME
Asplundh Whitmire
Horton Tree Line
Tree Expert Service Clea ra nee,
Co. Inc.
Principle Place of Business: Mansfield, TX Fort Worth, Pilot Point,
TX TX
Tree trimming per specifications - Four (4)
Man Minimum Manual Crew working forty-
hour work week
1 52 wks. Four Man Crew $79.25 $125.00 $70.56
a. Leadman (can climb if needed)
b. Climber
c. Climber
d. Groundsman
Tree trimming per specifications - Two (2)
Man Minimum Bucket Crew working forty-
hour work week
2 52 wks. $53.45 $75.00 $52.55
Two Man Crew
a. Leadman (climbs and run bucket)
b. Groundsman
Tree trimming overtime (over 40 hours per 4 man crew: $99.74
$107.35
3 Unknown week) with prior approval from DME 2 man crew: $225.00
supervisory personnel $69.55 $67.92
Vendor complies with new ANSI standards
as described on p. 12 of bid specifications Yes Yes Yes
YES or NO
Number of crews available to DME at one Any amount 2 10
time requested
Response time after notification by DME 10 days 2 hou rs 24 hours
Addendum #1 Yes Yes Yes
ORDINANCE.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS ACCEPTING COMPETITIVE BIDS
AND AWARDING A BEST VALUE CONTRACT FOR TREE TRIMMING SERVICES FOR
DENTON MUNICIPAL ELECTRIC; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 3494-ANNUAL CONTRACT
FOR TREE TRIMMING SERVICE FOR DME AWARDED TO WHITMIRE LINE
CLEARANCE, INC. IN THE ESTIMATED AMOUNT OF $300,000).
WHEREAS, the City has solicited, received, and tabulated competitive best value bids,
for the purchase of necessary materials, equipment, supplies or services in accordance with the
procedures of State law and City ordinances based on the best value as determined by using the
selection criteria set forth in the request for bids; and
WHEREAS, the City's selection committee has reviewed and recommended that the
herein described bids are the best value based on the selection criteria for the materials,
equipment, supplies or services as shown in the "Bid Proposals" submitted; and
WHEREAS, the City's Purchasing Agent has determined that the best value bid process
provides the best value to the City for this procurement; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the materials, equipment, supplies or services approved and
accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and conclusions set forth in the preamble of this ordinance
are incorporated within the body of the ordinance.
SECTION 2. The options 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, is hereby accepted and approved as being the best value based on the selection criteria
contained in the request for bids for such items:
BID
NUMBER
DESCRIPTION
VENDOR
AMOUNT
3494
Tree Trimming Services
Whitmire Line Clearance, Inc.
Exhibit A
SECTION 3. By the acceptance and approval of the above 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 4. The City Manager is hereby authorized to execute any and all necessary
written contracts for the performance of the services in accordance with the bids accepted and
approved herein, provided that such contracts are made in accordance with and relating to the
items specified in Section 1, which written contract(s) shall be attached hereto; provided that the
written contract is in accordance with the above Request to Submit Bids, Bid Proposals, and
documents relating thereto specifying the terms, conditions, plans and specifications, standards,
quantities and specified sums contained therein.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance
with the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this
day of
,2006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
3-0RD-RFP 3494
Exhibit A
BID # 3494
DATE: June 22, 2006
Three-Year Contract for Tree Trimmin Service for DME
Principle Place of Business:
Tree trimming per specifications - Four (4) Man
Minimum Manual Crew working forty-hour work
week
1
52
wks. Four Man Crew
a. Leadman (can climb if needed)
b. Climber
c. Climber
d. Groundsman
Tree trimming per specifications - Two (2) Man
Minimum Bucket Crew working forty-hour work
week
2
wks.
52
Two Man Crew
a. Leadman (climbs and run bucket)
b. Groundsman
3
Unknown
Tree trimming overtime (over 40 hours per week)
with prior approval from DME supervisory personnel
Vendor complies with new ANSI standards as
described on p. 12 of bid specifications
YES or NO
Number of crews available to DME at one time
Response time after notification by DME
Addendum #1
Whitmire Line
Clearance, Inc.
Pilot Point, TX
$70.56
$52.55
$99.74
$67.92
Yes
10
24 hours
Yes
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
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46
47
48
49
50
DRAFT MINUTES
PUBLIC UTILITIES BOARD
July 24, 2006
After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was
present, the Vice Chair of the Public Utilities Board will thereafter convened an Open Meeting
on Monday, July 24,2006 at 9:05 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present:
Vice Chair Dick Smith, George Hopkins, Bill Cheek, John Baines (arrived at 9:25
a.m.), Phil Gallivan and Bob Bland (arrived at 9:06 a.m.).
Absent:
Chair Charldean Newell, excused
Present:
Ex Officio Member:
Howard Martin, Interim City Manager
OPEN MEETING:
CONSENT AGENDA:
The Public Utilities Board has received background information, staff's recommendations, and
has had an opportunity to raise questions regarding these items prior to consideration.
Items 2, 4 and 5 were pulled from the Consent Agenda for individual consideration. Items 1 and
3 were considered at part of the Consent Agenda.
1) Consider recommending approval of a three-year contract with Whitmire Line Clearance,
Inc. for utility line clearance tree trimming.
3) Consider recommending approval of the proposal from CDM for the design of the
replacement for the floating cover for the Secondary Anaerobic Digester at the Pecan Creek
Water Reclamation Plant in an amount not to exceed $45,000.
Board Member Phil Gallivan moved to approve Item 1 and 3 with a second from Board
Member Bill Cheek. The motion was approved by a vote of 4-0.
ITEMS FOR INDIVIDUAL CONSIDERATION:
2) Consider recommending adoption of an Ordinance accepting competitive bids and awarding
a contract for the purchase ofPVC Electrical Fittings for Denton Municipal Electric;
providing for the expenditure of funds therefore; and providing an effective date (Bid 3521-
PVC Electrical Fittings awarded to the lowest responsible bidder Techline, Inc in the
estimated amount of $ 380,000).
Gallivan asked about differences in the numbers from Graybar and why that company was not
considered.
1 Draft Minutes - Public Utilities Board
2 July 24, 2006
3 Page 2 of3
4
5 Karen Smith replied that even though Graybar's bid was significantly less, the bid was submitted
6 as a qualified bid good only until July 31 st, which did not give staff enough time to place on a
7 Council agenda for approval. Purchases over $25,000 could not be made until approved by the
8 City Council.
9
10 Board Member George Hopkins stated that this was a technical matter that comes up repeatedly
11 and couldn't something be done to make the process easier.
12
13 Karen Smith stated that the city could only accept/consider bidders that meet specifications and
14 that Graybar did not when they submitted a qualified bid.
15
16 Vice Chair Smith stated that the original point still remained that the specifics of state law
17 pertaining to the bid process by municipalities sometimes puts the City at a disadvantage.
18
19 Board Member Bob Bland moved to approve with a second from Cheek. The motion was
20 approved by a vote of 5-1, with Gallivan the opposing vote.
21
22 4) Consider recommending approval of the quote from Infilco Degremeont, Inc for replacement
23 parts for the effluent water filters at the Pecan Creek Water Reclamation Plant in an amount
24 not to exceed $27,705.
25
26 Bland asked why this item was not bid.
27
28 P.S. Aurora, Assistant Director Wastewater replied that this is a sole source vendor.
29
30 Hopkins moved to approve with a second from Gallivan. The motion was approved by a
31 vote of 4-0.
32
33 5) Consider recommending approval of an Interlocal agreement to provide gas well inspection
34 services to the Town of Argyle, Texas
35
36 Vice Chair Smith asked about the amount of monies collected in road fee damages and
37 inspections fees.
38
39 Tim Fisher, Assistant Director of Water, replied that he did not have a dollar amount but that
40 collections were small in that most of the drilling occurred prior to the passage of the current
41 ordinance.
42
43 Smith asked for a follow up report at a later meeting.
44
45 Hopkins moved to approve with a second from Gallivan. The motion was approved by a
46 vote of 4-0.
47
48 7) Consider recommending approval of a Professional Services Agreement with T.R. Edgar &
49 Associates, Sole Proprietorship, of McLean, Virginia for the completion of a Career
50 Progression Program and a Wage/Salary Survey regarding Denton Municipal Electric, in an
51 amount not to exceed $46,500.
1 Minutes - Public Utilities Board
2 July 24, 2006
3 Page 3 of3
4
5 Sharon Mays, Director of DME, stated that the price for the study was competitive and offered a
6 more flexible process.
7 Bland asked if this firm had been used by anyone else in Texas.
8
9 Howard Martin, Interim City Manager, replied that Bryan and Colleyville had used this firm.
10 Martin also pointed out that that Water/Wastewater and Solid Waste salary survey was part of
11 the General Fund and would cost less than $25,000.
12
13 Gallivan moved to approve with a second from Hopkins. The motion was approved by a
14 vote of 6-0.
15
16 The meeting was adjourned by consensus at 10:06 a.m.
AGENDA INFORMATION SHEET
DEPARTMENT: Materials Management
Questions concerning this
acquisition may be directed
to Mike Ellis 349-8424
AGENDA DATE: August 1, 2006
ACM:
Jon Fortune
II
SUBJECT
Consider adoption of an Ordinance accepting competitive bids and awarding a contract for truck
beds and bodies for various City of Denton Departments; providing for the expenditure of funds
therefor; and providing for an effective date (Bid 3528-Utility Truck Beds and Bodies awarded
to lowest responsible bidder, AG Van and Truck Equipment in the amount of $27,997).
BID INFORMATION
This bid is for the purchase of six (6) service bodies to be mounted on new cab/chassis
previously approved by Council. The bodies make up complete motor pool replacements that
will be assigned to the following departments.
Item# Description Quant. Price (Ea) Total Department
1 RKI Low Profile
Service Body 1 $4,923 $4,923 Electric Metering
2 RKI Standard
Service Body 1 $8,550 $8,550 Parks Department
3 Heavy Duty Platform
Dump Bed Body 1 $8,689 $8,689 Parks Department
4 Deleted
5 RKI Standard
Service Body 1 $5,835 $5,835 Fire Department
RECOMMENDA TION
A ward to the lowest responsible bidder for each item as listed below.
Extended
Item Supplier Price Quantitv Price
1 AG Van and Truck Equipment $4,923 1 $4,923
2 AG Van and Truck Equipment $8,550 1 $8,850
3 AG Van and Truck Equipment $8,689 1 $8,689
4 Deleted - no award
5 AG Van and Truck Equipment $5,835 1 $5,835
Agenda Information Sheet
August 1, 2006
Page 2
RECOMMENDATION (CONTINUED)
We recommend rejecting the $771 lower offer from Fontaine Truck Equipment based upon non-
compliance with specification requirements and inability to meet delivery commitments on
previous orders. Details are available in the office of the Purchasing Agent.
PRINCIPAL PLACE OF BUSINESS
AG Van Truck and Equipment
Dallas, TX
ESTIMATED SCHEDULE OF PROJECT
Delivery can be made within 90-130 days of an order.
FISCAL INFORMATION
Funding for Items 1,2, and 3 is available from Motor Pool replacement account 810001.8535.
The service body for the Fire Department will be funded with grant monies, and will be ordered
once the funds are received.
Respectfully submitted:
~~~
Tom Shaw, C.P.M., 349-7100
Purchasing Agent
Attachment 1: Tabulation Sheet
l-AIS-File 3528
Attachment 1
BID # 3528
DATE: June 27, 2006
Truck Beds and Bodies
AG Van &. Equipment Fanta i ne
Truck Southwest Truck Terex Utilities
Equipment Inc Equipment
Principle Place of Business: Dallas, TX Irving, TX Dallas, TX Fort Worth,
TX
RKI Low Profile Service Body with top opening
1 1 EA storage $4,923.00 $5,863.00 $5,395.00 $5,538.00
Model #T5680
2 1 EA RKI Sta nda rd Service Body $8,550.00 $10,178.00 $8,495.00 $9,645.00
Model #S84DW94
Heavy Duty Platform Dump Bed Type Body
3 1 EA with smooth steel floor $8,689.00 No Bid $7,741.00 No Bid
Cadet Phoenix Model #P-9-96
4 Deleted
5 1 EA RKI Sta nda rd Service Body $5,835.00 $6,258.00 $5,595.00 $6,041.00
Model #S56DW94
Shipment can be made within _ days from 90 - 130 30 - 45 60 90 - 120
receipt of order.
Bidder is a authorized distributor, by the
manufacturer, and is authorized to sell to the YES YES YES YES
City of Denton? YES or NO
Bidder is located within 50 miles of the YES YES YES YES
Da lias/Fort Worth metroplex? YES or NO
*Prices shall be bid F.O.B. Denton
ORDINANCE NO.
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR
TRUCK BEDS AND BODIES FOR VARIOUS CITY OF DENTON DEPARTMENTS;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FORAN
EFFECTIVE DATE (BID 3528-UTILITY TRUCK BEDS AND BODIES AWARDED TO
LOWEST RESPONSIBLE BIDDER, AG VAN AND TRUCK EQUIPMENT IN THE AMOUNT
OF $27,997).
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 offunds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The 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 NO.
VENDOR
AMOUNT
3528
1,2,3,5
AG Van and Truck Equipment
$27,997
SECTION 2. City Council finds the bid submitted by Fontaine Truck Equipment did not
meet specifications and is therefore rejected.
SECTION 3. 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 pur-
chase 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 4. Should the City and the winning bidder(s) 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 a written contract in accordance with the
terms, conditions, specifications, standards, quantities and specified sums contained in the Bid
Proposal and related documents and to extend that contract as determined to be advantageous to the
City of Denton.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this
day of
, 2006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY: ~ ~
3-0RD-3528 ~
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
DEP ARTMENT:
Utility Administration
Howard Martin, 8232 ..
ICM:
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to
pay the City's one-time lump-sum payment in the amount of $461,244.15 to the Upper Trinity
Regional Water District pertaining to Denton's share of the Krum Transmission Pipeline
Agreement; authorizing the expenditure of funds therefor; providing an effective date. The
Public Utilities Board recommends approval (6-0).
BACKGROUND
The City of Denton and the UTRWD entered into a contract for joint participation in the 16-inch
water transmission pipeline to Krum along FM 1173 (Exhibit 1). The Public Utilities Board
approved this contract on March 22 2004 and the Denton City Council approved it on May 4,
2004. The pipeline capacity is 4.0 MGD and the pipeline capacity as associated costs were
shared equally between the two parties.
The pipeline was completed by the summer of 2005 and has been operational since this time.
The contract agreement with the UTRWD provides two funding alternatives:
1. Lump sump payment of the City of Denton' s share of the project ($461,244.15).
2. Financing the project over the term of the supply agreement (nine years) with interest at the
current bond interest rate paid by the UTRWD (5.339%). The annual payment would be
$65,876.
OPTIONS
1. Approve payment to the UTRWD for the lump sum amount of$461,244.15.
2. Approve the nine-year financing for the project with an annual payment of $65,876.
RECOMMENDATIONS
Staff recommends approval of the lump sum payment to the UTRWD.
PRIOR ACTION/REVIEW (Council.. Boards.. Commissions)
This item was presented to the Public Utilities Board at their July 10th, 2006 regular meeting.
The Public Utilities Board recommends approval 6-0.
FISCAL INFORMATION
The UTRWD's preliminary engineering estimate for the 16" joint transmission pipeline included
$ 1,059,000 for construction. Engineering and right of way expenses were estimated to be an
additional $ 300,000. UTRWD management and overhead costs were an additional 6%. The
joint transmission pipeline has a capacity of 4.0 MGD and the respective capacity and project
costs were shared equally between the City of Denton and the UTRWD. Denton's original
estimated project cost was approximately $ 800,000.
Actual construction and easement costs were substantially lower and UTR WD overhead and
management costs were not included in Denton's cost share since the Water Administration
Division provided construction inspection services for the project. The funding for the project
was included in the FY 2005 Capital Improvements Plan in the total amount of $ 625,0000 to
cover the lump sum payment option (Exhibit 2).
EXHIBITS
1. Project location map.
2. Capital Improvements Plan detail sheet.
3. Ordinance
4. PUB Minutes
Respectfully submitted:
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Jim Coulter
Director of Water Wastewater Utilities
Prepared by:
Timothy S. Fisher, P.E.
Assistant Director of Water Utilities
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Exhibit 1
City of Denton
2005 - 2009 Capital Improvements Project
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Project Title:
Description:
UTRWD Water Line to Krum
City of Denton has negoiated an agreement with UTRWD to supply Krum with treated water
for nine years. UTRWD will buifd the line and the City of Denton wi[! share in the cost of the
pipeline based upon the respective capacity shared by both parites ... 50% for Denton and 50%
for UTRWD.
Business Unit: 630200 Water-Distribution
Project Type: Growth
Project Scope: Single Year Project
Category Code..~ 012 erST SYSTEM UPGRADE
Revenue
~r :....
2005
2005
2005
2005
..os
21110
30200
40100
47710
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SURVEY FINAL DESIGN
RIGHT OF WAY/EASEMENTS
CONSTRUCTION
'NSPECTION
:,' .;..:;.~ .~ :.' .$-: .:..:
1365
1365
1360
1365
Other
Other
Sub Contract
Other
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$75,000 rOO
$100 l 000.00
$400IDOO~OO
$50,000.00
$625,000.00
Project T otaf: j
$625,000.00 r
Comments:
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Friday, May 07, 2004 270 Page 44 of 50
Exhibit 2
ORDINANCE NO. 2006-
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER TO PAY THE CITY'S ONE-TIME LUMP-SUM PAYMENT IN THE AMOUNT
OF $461,244.15 TO THE UPPER TRINITY REGIONAL WATER DISTRICT PERTAINING
TO DENTON'S SHARE OF THE KRUM TRANSMISSION PIPELINE AGREEMENT;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, City of Denton and the Upper Trinity Regional Water District
("UTRWD") entered into an Agreement for joint participation in the 16-inch water transmission
pipeline to Krum, Texas along Farm to Market Road 1173. The Public Utilities Board
recommended approval of this Agreement on the 22nd day of March, 2004, and the City Council
approved the Agreement on May 4,2004; and
WHEREAS, this pipeline was completed in the summer of 2005 and has been operational
since that time. The pipeline's capacity is 4.0 MGD, and the pipeline capacity and associated
costs were agreed to be shared equally by and between the City and the UTRWD; and
WHEREAS, the City of Denton had two options under said Agreement available to it
with respect to the payment of the matching sum to the UTRWD; either to pay one lump-sum
payment of $461,244.15; or to pay the payments over nine years, with an annual payments of
$65,876 (which included interest at the rate of 5.339%, the then current bond interest rate paid by
the UTRWD); and
WHEREAS, the Public Utilities Board considered this matter at its July 10, 2006 regular
public meeting and recommended approval of the one-time lump-sum payment option wherein
the City Council would authorize the payment of$461,244.15 to the UTRWD, by a vote of 6-0;
and
WHEREAS, the City Council, having considered the recommendation of the Public
Utilities Board, and having determined that the lump-sum one-time payment to the UTRWD is
due and owing, hereby approves said payment; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitations set forth in the caption hereinabove are true and correct.
SECTION 2. The City Manager is hereby authorized to pay the sum of $461,244.15 in
full payment of the lump-sum payment obligation of the City of Denton to the UTRWD; the
expenditure of funds is hereby authorized.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
1
Exhibit 3
PASSED AND APPROVED this the
day of
, 2006.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
By:
PERRY R. McNEILL, MAYOR
S:\Our Documents\Ordinances\06\Krum Transmission Pipeline Payment-2006.doc
2
1 PUB AGENDA ITEM #6
2
3 AGENDA
4 PUBLIC UTILITIES BOARD
5 July 10, 2006
6
7 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was
8 present, the Vice-Chair of the Public Utilities Board convened a Closed Meeting on Monday,
9 July 10, 2006 at 9:03a.m. in the Service Center Training Room, City of Denton Service Center,
10 901-A Texas Street, Denton.
11
12 Present: Vice Chair Dick Smith, George Hopkins, Bill Cheek, John Baines (arrived at 9:13
13 a.m.), Phil Gallivan and Bob Bland
14
15 Absent: Chair Charldean Newell (excused)
16
1 7 Ex Officio Member:
18 Present: Howard Martin, Interim City Manager
19
20
21 ITEMS FOR INDIVIDUAL CONSIDERATION:
22
23
24 7) Consider recommending approval of payment to the Upper Trinity Regional Water District
25 for Denton's share of the Krum transmission pipeline in the amount of $461,244.15.
26
27 Board Member Bob Bland moved to approve with a second from Hopkins. The motion
28 was approved by a vote of 6-0.
Exhibit 4
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
CM:
Transportation Operations
Howard Martin, 349-8232 ..
DEP ARTMENT:
SUBJECT
Consideration of an Ordinance approving an assignment of a certain commercial Airport Operator's
Lease between JVC Real Estate, L.L.C. and the City of Denton to 4736 Lockheed Associates, Ltd.,
approving consents to sublease from 4736 Lockheed Associates, Ltd. to JVC Hangars, L.L.C.; approving
a fractional interest concept which subdivides the JVC Real Estate, L.L.C. lease into nine separate units
allowing a partial transfer, sublease and assignment of these units; delegating to the Interim City Manager
the authority to approve assignments from JVC Hangars, L.L.C. or any successor in interest of the
fractional units; and providing an effective date. Airport Advisory Board recommends approval (6-1).
BACKGROUND
Mr. John Vann, JVC Real Estate, L.L.C. has requested that the City of Denton consider the proposed
assignment of the JVC Real Estate, L.L.C. commercial airport operator lease agreement to 4736
Lockheed Associates, Ltd. to facilitate a fractional interest hangar ownership concept. The Airport
Advisory Board and City Council have previously considered and approved a similar assignment and
fractional interest hangar ownership concept on a three-unit hangar in February 2006.
This concept involves 4736 Lockheed Associates, Ltd., hereafter referred to as the Limited Partnership,
with 4736 Lockheed Investors, L.L.C. acting as the General Partner, initially owning all nine limited
partnerships with the right to transfer these limited partnership interests. 4736 Lockheed Associates, Ltd.
will then execute consents to sublease to JVC Hangars, L.L.C. on each of the nine hangar units who will
ultimately sublease and or transfer these units to the Limited Partners occupying the nine units. The nine
limited partnership interests will correspond to the nine individual hangar units under construction. The
Limited Partnership will continue to be the tenant under the master airport ground lease and, accordingly,
will be responsible for the expenses of the tenant, including paying rent, insurance premiums and other
required administrative expenses. The Limited Partnership will carry the insurance required under the
master ground lease. Each limited partner will be responsible to the Limited Partnership for paying its
share of the master ground lease expenses. The Limited Partnership will collect such expenses from each
of the Limited Partners and will cause the Limited Partnership to pay all sums for which it is obligated
under the master ground lease with the City of Denton. Attached, as Exhibit 4, is a Diagram of Lease
Process.
The proposed ordinance also delegates to the Interim City Manager or his designee the authority to
approve any assignments and subleases from 4736 Lockheed Associates, Ltd. to the nine limited
partnerships. The Interim City Manager or his designee would have the right to approve subsequent
transfers or subleases of the nine individual hangar units.
Similar fractional ownership concepts have been embraced by at least three other area airports, Addison,
Arlington and Collin County Regional. The concept allows aircraft owners and operators an opportunity
for ownership in a hangar rather than the uncertainty of a lease agreement through a commercial hangar
operator. Furthermore, this ownership has proven to instill a sense of pride in the hangar owner, which
has resulted in higher property values through increased investment in the structures. This ownership
model also results in the improved professional image of the airport as a whole as ownership serves as an
incentive to maintain the premises at a higher level and increased investment by the owner/operator in
services located on his or her base airport.
As a condition to the assignment, 4736 Lockheed Associates, Ltd. has agreed to the standard assignment
language requiring a $500 transfer fee and has agreed to pay administrative costs associated with
processing the assignment. 4736 Lockheed Associates, Ltd. has also agreed to language requiring a $250
sublease administrative fee per sublease to staff review and facilitation of the sublease transfers.
ESTIMATED SCHEDULE OF PROJECT
The lease assignments, sublease and the amendment would become effective immediately, August 1,
2006 and continue through the term of the lease, September 20, 2034. JVC Hangars L.L.C., through 4736
Lockheed Associates, Ltd. consents to sublease, will have the opportunity to return to the Interim City
Manager or his designee to seek assignments of the general partnership at a later date and on an as needed
basis.
PRIOR ACTION/REVIEW
The Airport Advisory Board recommends approval 6-1. The City Attorney's Office has reviewed and
approved the lease assignment and assignment documentation.
FISCAL INFORMATION
A one-time $500 transfer fee and a $250 administrative fee per sublease will be charged for reasonable
attorney fees and staff review time. No increase will be applied to the lease rate.
EXHIBITS
1. Ordinance
2. Lease Assignment
3. Consent to Sublease
4. Diagram of Lease Process
5. Sublease Agreement
6. Agreement of Partnership
7. Draft Airport Advisory Board Minutes
Respectfully submitted:
~~Pn-.
Mark Nelson
Chief Transportation Officer
Prepared by:
~~
Tim E. Whitman
Airport Manager
2
S :\QUT Documents\Ordinances\06\A.ssignment of pad site JVC-4736.doc
ORDINANCE NO.
AN ORDINANCE APPROVING AN ASSIGNMENT OF A CERTAIN COMMERCIAL
AIRPORT OPERATOR'S LEASE BETWEEN we REAL ESTATE, L~L.C~ AND THE CITY
OF DENTON TO 4736 LOCKHEED ASSOCIATES, LTD., APPROVING CONSENTS TO
SUBLEASE FROM 4736 LOCKHEED ASSOCIATES, LTD. TO we HANGARS, L~L.C~;
APPROVING A FRACTIONAL INTEREST CONCEPT WHICH SUBDNIDES THE we
REAL ESTATE, L.L.C. LEASE INTO NINE SEPARATE UNITS ALLOWING A PARTIAL
TRANSFER, SUBLEASE AND ASSIGNMENT OF THESE UNITS; DELEGATING TO THE
INTER.Il\f CITY MANAGER THE AUTHORITY TO APPROVE ASSIGNMENTS FROM
we HANGARS, L.L.C., OR ANY SUCCESSOR IN INTEREST OF THE FRACTIONAL
UNITS; AND PROVIDING AN EFFECTNE.DATE.
WHEREAS, Ordinance 2006-064 the City Council approved a Fractional Interest
Concept for the hangar and office improvements erected on we Real Estate, L.L.C.'s
Commercial Operator's Lease ("Lease") at the Airport dated September 21, 2004 of
approximately .455 acres of land; and
WHEREAS, John Vann, President .of we Real Estate, L.L..C~ has proposed a
substantially similar "Fractional Interest Concept" ("Concept") whereby the hangar and office
improvements erected on we Real Estate, L.L.C~'s Commercial Operator's Lease ("Lease") at
the Airport dated September 21,2004 consisting of 1.240 acres of land which would be split into
nine separate units which could be subsequently assigned, conveyed or subleased under a
partnership agreement; and
WHEREAS, the Airport Advisory Board ("Airport Board"), at its meeting of July 12,
2006, recommended the City Council approve this Concept, the Assignment of the Lease from
lVe Real Estate, L~L.C. to a partnership known as 4736 LOCKHEED ASSOCIATES, LTD.
("Partnership") and consent to subleases from the Partnership to we Hangars, L.L~C.; and
WHEREAS, the Concept involves the ultimate transfer and sublease of the separate
hangar/office units to limited partners of th.e Partnership provided that the Partnership and
previous assignors remain fully liable and responsible for compliance with all the terms of the
Lease in case of a default and the Partnership will remain primarily responsible for paying the
rent and performing all the lessee's obligations under the Lease; and
WHEREAS, the City Council deems it in the public interest to approve the Concept and
the requested assignments and consents to sublease and to delegate to the Interim City Manager
the authority to approve the assignment, transfer, and sublease of the separate units under the
Lease to the limited partners; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as. if fully set forth herein.
SECTION 2.. The City Council approves the Concept set forth above subject to the
hangar/office improvements meeting all applicable City Code requirements and the Interim City
Exhibit 1
s: \OUT Documents\Ordinances\06\Assignment of pad site NC-4 736 .doc
Manager, or his designee, is hereby authorized to execute an Assigmnent of a leasehold interest
in the Airport Lease Agreement Commercial Operator at the Denton Municipal Airport described
above from NC Real Estate, L~L.C. to 4736 LOCKHEED ASSOCIATES, LTD~, upon payment
to the City of the $500 transfer fee and the City's administrative costs in substantially the form of
the Assignment attached to and made a part of this Ordinance for all purposes, to evidence the
City's consent to the Assignment
SECTION 3. The Interim City Manager, or his designee, is hereby authorized to execute
the Consents to Sublease under the Airport Lease Agreement Commercial Operator at the
Denton Municipal Airport described above from 4736 LOCKHEED ASSOCIATES, LTD~ to
JVe Hangars, L.L~C., upon the payment to the City of a $250 transfer fee for each sublease in
substantially the form of the Consent to Sublease attached to and made a part of Ordinance for
all purposes, to evidence the City's consent to the subleases.
SECTION 4.. The City Council hereby delegates the authority to the Interim City
Manager to approve any assignments, subleases, and transfers of the separate hangar/office units
under the Lease from lVe Hangars, L..L~C~ under the Concept provided that all previous
assignors, including lVe Real Estate, L.L.C., the 4736 LOCKHEED ASSOCIATES, LTD.
Partnership and JVe Hangars, L~L..C., shall remain fully responsible for compliance with the
Lease terms and conditions in the event of a default and the Partnership shall remain primarily
responsible for performance of all the obligations of the Lease.
SECTION 5. Save and except as amended hereby, all the remaining clauses, sentences,
paragraphs, sections and subsections of Chapter 3 of the City Code shall remain in full force and
effect.
SECTION 6. This Ordinance shall become effective immediately upon its passage and
approval..
PASSED AND APPROVED this the
day of
, 2006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M.. SNYDER, C TY ATTORNEY
.~ fJ ~ ~-- ..
{] { .
BY:
Page 2 of2
C:\Documents and Settings\bchamberlain\Local Settings\ Temporary Internet Files\OLK2\Ground Lease Assignmentrtf
LEASE ASSIGNMENT OF
COMMERCIAL OPERATORS LEASE AT
DENTON MUNICIPAL AIRPORT
DA TE:
July 25, 2006
ASSIGNOR: NC Real Estate, L.L.C.
ASSIGNEE: 4736 LOCKHEED ASSOCIATES, LTD.
LE'ASE:
Date:
Landlord:
Tenant:
Premises:
September 21, 2004
City of Denton, Texas
NC Real Estate, L.L.C.
Approximately 1.240 acres of land located at 4736 Lockheed Lane,
Denton, Texas 76207 and more fully described in the Attachment
A which is made a part of this Assignment for all purposes.
Assignor assigns to Assignee Tenant's interest in the lease.
A. Assignee Agrees To:
1. Assume Tenant's Obligations Wlder the Lease.
2. Accept the premises in their present "as is" condition.
3. Complete all obligations of purchase from Assignor prior to this
Assignment becoming effective.
Landlord consents to this assignment. Landlord agrees to notify Assignor witlrin
30 days of any Assignee default.
B. Assignor agrees as a condition of Landlord's consent to this Assignment that:
1. Assignor will remain liable on the Lease should Assignee default on the
Lease.
2. Assignor will payor will have the Assignee pay the Landlord a $500
transfer fee~
3~ Assignor will payor will have the Assignee pay all the Landlord's
administrative costs of handling and processing this assignment, including
without limitation, all Landlord's reasonable attorneys fees and Landlord's
staff time associated with this assignment.
PREVIOUS ASSIGNMENTS: None
. .....~_aQ:.elof3 - -.-.......
Exhibit 2
C : \Documents and Settings\bchamberlain \Local Settings\Temporary Internet Files\OLK2\Ground Lease Assignment.rtf
4736 LOCKHEED ASSOCIATES, LTD., Assignee
A Texas Limited Partnership
By: 4736 LOCKHEED INVESTORS, L~L.C.
A Texas Limited Liability Company
General Partner
Attest:
Jennifer Walters, City Secretary
By:
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By: iUTY ~:fi:cc_.
STATE OF TEXAS
COUNTY OF DENTON
City of Denton, Landlord
Howard Martin, Interim City Manager
,-'i
This instrument was acknowledged before me on the 2.iL day of J ~ '
2006, by . John Vann, President of NC Real Estate, L.L"C., a State of Texas Corp tion, on
behalf of said Corporation.
[SEAL
,,~U,~
.~+~"~! e!'4'..:~~
I~". ..~t.
~ : : =
=-~.. ....6
'lJo;;;\~
:tI'''m''~
BRANDT HEITZMAN
Notary Public, State of Texas
My Commission Expires
Mav 12.2008
Page 2 of3
Il, 1,108
C:\Documents and Settings\bchamberlain\Local Settings\ Temporary Internet Files\OLK2\Ground Lease Assignment.rtf
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the .2, ~day of J~l~ .
2006, by John Vann, Manager of 4736 LOCKHEED INVESTORS, L.L.C., a State f Texas
Corporation, on behalf of said corporation, and the corporation acknowledged this instrument as
General Partner on behalf of 4736 LOCKHEED ASSOCIATES, LTD., a Texas Limited
Partnership.
[SEAL]
;:~7~ BRANDT HEITZMAN
i~~\3t\ Notary Public~ S!'te of Texas
\"'''~~~~E My CommiSSion Expires
~{';'f~"~ May 12. 2008
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the _ day of .
2006, by Howard Martin, Interim City Manager on behalf the City of Denton, Texas, a municipal
corporation.
[SEAL ]
Notary Public, State of Texas
My Commission Expires
(or Notary Stamp)
Page 3 of3
C:\Documents and Settings\bchamberlain\LocaJ Settings\Temporary Internet Files\OLK2\Ground Lease Assignment.rtf
ATTACHMENT A
LEGAL DESCRIPTION
1.240 Acres
All that certain tract of parcel of land situated in the WILLIAM NEIL SURVEY, ABSTRACT
NUMBER 970 in the City of Denton, Denton County, Texas, and being a part of Lot 1, Block 1
of Southeast Airport Addition, an addition to the City of Denton, Denton County, Texas,
according to the Plat thereof recorded in Cabinet G, Page 295 of the Plat Records of Denton
County, Texas, and being more particularly d~scribed as follows:
Beginning at a 3/811 iron rod found at the northwest comer of the herein described tract and being
South 15 Degrees 02 Minutes 44 Seconds East, a distance of 1816.50 feet from a found concrete
monument at the northwest comer of said Addition at a found concrete monument;
Thence South 89 Degrees 43 Minutes 31 Seconds East, a distance of 300.00 feet to a ~n capped
iron rod set at the northeast comer of the herein described tract and said iron rod being West, 30
feet from the existing centerline of an asphalt road lUlder apparent public use. posted as SKY
LANE;
Thence South 00 Degrees 16 Minutes 29 Seconds West, a distance of 180.00 feet to a 1'2" capped
iron rod set at the southeast comer of the herein described tract;
Thence North 89 Degrees 43 Minutes 31 Seconds West, a distance of 300.00 feet to a ~n capped
iron rod set for the southwest comer of the herein described tract;
Thence North 00 Degrees 16 Minutes 29 Seconds East, a distance of 180.00 feet to the POINT
OF BEGINNING and containing 1.240 acres of land.
Page 1 ofl
CONSENT TO SUBLEASE
The City of Denton, Texas (the "Master Landlord") is the sole landlord under that
certain Airport Lease Agreement - Commercial Operator dated September 21, 2004,
entered into between the Master Landlord, as landlord, and JVC Real Estate; L.L.C.
("JVC"), as tenant (the "Groimd Lease"). The interest of JVC as tenant under Ground
Lease"was assigned to 4736 Lockheed Associates, Ltd. (the "Tenant") with the approval
and consent of Master Landlord. The Ground Lease covers approximately 1.240 acres of
land located at 4736 Lockheed Lane, Denton, Texas, and being more particularly
" described in the Ground Lease (the "Leased Premises"). The Master Landlord, hereby
consents to the sublease of a portion of the Leased Premises known as Unit 4736-1 (the
"Subleased Premises"), being depicted on Exhibit "A" attached hereto, by Tenant to JVC
Hangars, L.L.C., a Texas limited liability company ("Subtenant") pursuant to that
Sublease Agreement dated July 25, 2006, between Tenant and Subtenant (the
nSublease"), on the following terms and conditions:
1. Tenant shall remain fully liable for the performance of each and every
term, provision, covenant, duty and obligation of the Tenant under the Ground Lease,
including, without limitation, the duty to make any and all payments of rent. This
Consent to Sublease shall in no way release Tenant from any of its covenants,
agreements, liabilities and duties under the Ground Lease. Nothing herein contained
shall be deemed a waiver or release of any of the Master Landlord's rights under the
Ground Lease; and
2. Subtenant's use and occupancy of the Subleased Premises shall be subject
to all of the terms and conditions of the Ground Lease, and in the event of any conflict
between the terms of the Ground Lease and the terms of the Sublease, the terms of the
Ground Lease shall controL
3. Subtenant shall pay to the Master Landlord a transfer fee equal to $250.00
in connection with Master Landlord providing its consent to the sublease.
[Signature pages to follow]
CONSENT TO SUBLEASE - Page I
Exhibit 3
City of Denton, Texas
By:
Name:
Title:
Date:
Attest:
Jennifer Walters, City Secretary
By:
Approved as to Legal Form:
Edwin M. Snyder, City Attorney
By:
ACKNOWLEDGED
Tenant:
4736 LOCKHEED ASSOCIATES, L TO.,
a Texas limited partnership
By: 4736 LOCKHEED INVESTORS, L.L.C.,
a Texas limited liability company,
General Partner
By:
Date:
CONSENT TO SUBLEASE - Page 2
Subtenant:
JVC HANGARS, L.L.C.,
a Texas limited liability company
By:
Date:
vann \nine unit hangar\consent io sublease-t.rtf
CONSENTTOSUBLEASE-P~e3
EXHIBIT nA It
EXHIBIT "A" - Page Solo
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Exhibit 4
e
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1~ PARTIES
1.1 The parties to this Sub-Lease are:
1.1.1 4736 Lockheed Associates, Ltd~, a Texas limited partnership whose address is 1424
Gables Court, PIano, Texas 75075 (Attn: Jo1m Vann) ("Lessorn), and
1.1.2 JVC Hangars, L..L..C., whose address for purposes hereof is 1424 Gables Court,
PIano, Texas 75075 (Attn: Jo1m Vann) ("Lessee")
2. GROUND LEASE; PARTNERSHIP; PREMISES
2.1 Lessor is the Lessee under that certain Airport Lease Agreement-Commercial Operator (the
uGround Leasell) dated effective as of September 21, 2004, by and between the City of
Denton, Texas, as Lessor, and JVC Real Estate, LLC, as Lessee, as assigned to Lessor,
leasing and demising the real property and improvements described in Exhibit A (the
"Property") attached hereto and made- a part hereof~ This Sub-Lease is subject to the
provisions of the Ground Lease as it exists or may from time to time be amended.
2.2 This Sub-Lease is executed in connection with Lessee's acquisition of the Class _Limited
Partner partnership interest in Lessor~ This Sub-Lease is also subject to the provisions of the
4736 Lockheed Associates, Ltd. partnership agreement (the "Partnership Agreement") as it
exists or may from time to time be amended..
2.3 The "Premises" means and consists of "Unit _ft as defined and described in the Partnership
Agreement and as shown on the plat attached hereto as Exhibit B~ In the event of conflict
between the unit description in the Partnership Agreement and in this Sub-Lease, Exhibit B
shall control.
SUB-LEASE
-1-
Exhibit 5
e
e
3. DEMISE; QUIET ENJOYMENT; SUITABILITY
3.1 Lessor hereby LEASES and DEMISES the Premises to Lessee for the remaining term of the
Ground Lease (that is, through September 20,2034) and any renewals or extensions thereof
(the "Sub-Lease Term"). TO HAVE AND TO HOLD the same unto Lessee, its successors
and assigns for the Sub-Lease Term. And Lessor does hereby bind itself, its successors and
assigns to WARRANT and DEFEND for the Sub-Lease Term the Premises unto Lessee, its
successors and assigns against the claims of all persons claiming by, through or under Lessor,
but not otherwise, and subject, however, to the Ground Lease and Partnership Agreement.
3.2 Upon the condition that Lessee shall timely and fully keep and perform all its covenants and
fulfill all conditions imposed thereunder, Lessee shall have and enjoy the peaceable and quiet
possession of the Premises for the Sub~.Lease Term, subject only to the Ground Lease, the
Partnership Agreement, Lessor's right of entry provided in 9 ~2.4 hereof and the rights of
Lessor's mortgagee, if any, under Article 10 hereof relating to subordination of this Sub-
Lease to mortgages of the Property. This express covenant of quiet enjoyment is in lieu of
and supercedes any implied covenant of quiet enjoyment.
3 ~3 Lessee acknowledges that it has inspected the Premises and has determined that the Premises
are suitable for its intended use.. Lessee further acknowledges that Lessor has made no
representations or warranties concerning the suitability of the Premises or regarding the
soundness, quality or condition of the Premises or any component thereof or of the Property..
Lessor hereby disclaims any implied warranties regarding the Premises or the Property,
including any implied warranties of suitability..
-2-
e
e
4~ RENT
4.1 Beginning , 2006, Lessee shall pay as rent to Lessor at its offices on or
before the first day of each month during the Sub-Lease Term an amount equal to 11.12%
("Lessee's Percentage") of the monthly rent and any other recurring monthly charges due
Wlder the Ground Lease for that month. Lessor will not charge a premium or a mark-up or
profit on its Ground Lease from the City of Denton.
4~2 Lessee shall also pay to Lessor on request as additional expenses, Lessee's Percentage of (a)
ad valorem taxes assessed against the Property; (b) any other rents, expenses or other charges
payable by Lessor as Lessee under the Ground Lease; (c) any insurance (hazard or liability)
maintained by Lessor with respect to the Property; (d) costs incurred and reserves created by
Lessor for repair, restoration and maintenance of the Property; and ( e) any other cost or
expenses for which Lessee as a limited partner of the Lessor is obligated under the
Partnership Agreement, including, not exclusively, administrative expenses. Lessor will not
charge a premium or a mark up or profit on its Ground Lease from the City of Denton.
4~3 Lessor, at its option may require Lessee to pay each month along with Lessee's Percentage of
the Gronnd Lease rent, an amount equal to one-twelfth (1/12th) of the annual amount of the
additional expenses for which Lessee is obligated lUlder the preceding 4.2 as estimated by
Lessor in good faith. If this option in exercised, the amounts paid by Lessee pursuant to the
4~3 shall be held by Lessor in a separate account (with any interest earned thereon accruing to
Lessee as its interest may appear) and the account shall be charged from time to time as
necessary to pay 4.2 expenses~ If there are insufficient funds in the acCOWlt standing to the
credit of Lessee to pay any 4..2 expenses due or to come due, Lessee shall pay the deficit to
Lessor on request~
-3-
..
e
e
5. USE
5~1 Lessee shall use the Premises only as an aircraft hanger is ordinarily used, and for other
aviation-related purposes as permitted by the Ground Lease Lessor, and for no other pu.rpose.
5.2 Lessee shall at all time strictly abide by all rules and regulations of the GroWld Lease lessor,
and shall not act or fail to act, or suffer on permit to suffer any act or omission in violation of
such rules or regulation or in such a manner as to cause Lessor to be in violation of or suffer
any penalty or sanction under the Ground Lease.
5 ~3 Lessee shall have, in common with the Lessees of Units -' _, _, _, _, _, -' and-,
the non-exclusive right to use the Property except for those portions set apart for the
exclusive use of the Lessees of Units _, _, _, -' -' _, -' and _ respectively, subject,
however, to such rules and regulations as Lessor may in its reasonable discretion establish
from time to time, and provided that any such rules and regulations are nondiscriminatory
and apply to all Lessees of the Property unifonnly~
5.4 Any violation of the Ground Lease or the rules and regulations of the Ground Lease caused
or suffered by any employee, licensee or invitee of Lessee shall he deemed to be a violation
by the Lessee, regardless of whether Lessee has or exercises any control over the person
causing or suffering the violation.
6. I1vIPROVEMENTS
6~ 1 Lessee shall make no alterations or improvements to the structural components of Premises
or to the Property without Lessorfs prior written consent which may be given or withheld in
Lessor's arbitrary discretion~ Unattached, moveable trade fixtures shall not be considered as
improvements, provided that they can be removed without injury either to the Premises or to
the fixtures. HV AC equipment, communications antelUlae and any other device or equipment
-4-
e
.
the installation of which requires penetration of the root: fOlUldation or exterior walls shall be
deemed improvements which require Lessor's consent.
6.2 Upon termination of this Sub-Lease, all structural alterations or improvements shall remain
on the Premises and become the property of Lessor unless Lessor requests their removal. If
Lessor requests removal Lessee shall remove same within seven days and shall repair to
Lessor's satisfaction any penetrations or damage to the Premises caused by the installation,
maintenance or removal.
7. MAINTENANCE; REPAIRS
7.1 Lessor shall maintain the roof, foundation and exterior walls of the hanger building and all
other portions of the Property other than those required to be maintained by any unit Lessee
in good condition and working order.
7.2 Lessee shall maintain in good condition and working order the following:
7.2.1 aircraft ingress/egress door aJid all other exterior doors providing access to the
Premises and all exterior windows (including glass replacement);
7.2.2 all lighting and electrical fixtures affixed to that part of the hanger building
enclosing Lesseels unit;
7..2.3 any fixtures attached to or improvements contained in the Premises or installed by
Lessee;
7.2..4 all HV AC equipment, plumbing, conduits, pipes or wires providing service to the
Premises to the extent that saine are located in, above, below or adjacent to the
Premises;
7.2.5 those portions of the Property .set apart for Lessee's exclusive use; and
7.2..6 Lessee's portion of the interior- demising wall(s).
-5-
e
e
7 ~3 In the event of fire or other casualty to the Property, Lessor will repair or replace those parts
of the Property which it is obligated to maintain and Lessee will repair or replace those parts
which is obligated to maintain~ There shall be no abatement of rent as a result of any fire or
other casualty to the Property or Premises. Each party shall commence its work promptly and
diligently prosecute same to completion. Lessor shall have and there is hereby created in its
favor a security interest in any insurance proceeds which may become payable to Lessee as a
result of any casualty to the Premises, to secure Lessor in Lessee's performance of its
obligations to repair or replace. Lessor is appointed as Lessee's agent and attorney-in-fact to
submit proofs of loss, adjust claims and to receive insurance proceeds. Any such proceeds
shall be held by Lessor and applied to the cost of repair or restoration.
8. INSURANCE; SUBROGATION WANER; INDEMNITY
8~ 1 Lessor and Lessee shall each maintain all~risks insurance in amounts sufficient to provide
one hundred percent (1000/0) of replacement cost for those portions of the Property which
each is respectively obligated to maintain and repair. Lessor's and Lessee's deductible shall
not exceed $5,000.00, and each party and such parties as is required by Article XII of the
GrolUld Lease, shall be named as an additional insured on the other's casualty loss and
liability policies~ Liability coverage shall be not less than the amount and type of coverage
required under Article XII of the Ground Lease for the lessee thereunder~ If Lessee, Lessor
and Lessor's insurance canier agree, in lieu of Lessee obtaining separate insurance for the
casualty loss or liability protection, Lessee shall be named as an additional insured on
Lessor's policy~ In such event:
8.1.1 Lessee shall pay directly or reimburse Lessor for Lessee's percentage of the premiwns
on request;
-6-
e
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891.2 Lessee shall pay in connection with any loss or claim Lessee's percentage or any
deductible or retention;
8..1.3 ill the case of a casualty loss policy proceeds shall be allocated first to the costs in
excess of Lessor's portion of the deductible for repair or replacement of the portions
of the Property which Lessor is obligated to maintain, and then to Lessee's repair or
replacement cost in excess of Lessee' s percentage of the deductible, with any surplus
being allocated as provided in 8.1.2 with reference to deductible;
891.4 Lessee shall maintain separate casualty insurance for the Premises contents not
covered by the joint policy and its own liability coverage for claims; and
8~ 1~5 Nothing in 8.1.1 - 8.1.4 shall affect the subrogation waiver in 8.2 or the claim waiver
and indemnity provided in 8.3 not within the scope of coverage provided by the j oint
policy.
8.2 Lessor and Lessee on behalf of themselves and their respective insurance carriers each waive
in favor of the other any claims for damages or reimbursement for or on account of any loss
to the extent of insurance coverage required hereunder and also to the extent of any
deductible and any excess or umbrella coverage~
8.3 LESSEE WAIVES ANY CLAIM NOW OR LATER ARISING AGAINST LESSOR,
LESSOR'S GENERAL PARTNER; ANY MANAGER OR MEMBER OF THE
GENERAL PARTNER AND ANY AGENT OR EMPLOYEE OF THEM FOR ANY
LOSS OR DAMAGES, INCLUDING INCIDENTAL AND CONSEQUENTIAL
DAMAGES SUFFERED OR INCURRED BY LESSEE AS A RESULT OF ANY ACT
OR OMISSION BY ANY THIRD . PARTY (THE "WAIVED CLAlMStt) AND
AGREES TO INDEMNIFY LESSOR, LESSOR'S GENERAL PARTNER, ANY
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MANAGER OR MEMBER OF THE GENERAL PARTNER AND ANY AGENT OR
EMPLOYEE OF ANY OTHER THEM FOR ANY LOSS, DAMAGE OR LIABILITY
(INCLUDING COSTS OF DEFENS~ AND AMOUNTS PAID IN GOOD FAITH IN
SETTLEMENT) INCURRED BY REASON OF ANY CLAIM MADE BY LESSEE,
ANY MEMBER, PARTNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT,
LICENSEE OR INVITEE OF LESSEE BASED IN WHOLE OR IN PART ON ANY
OF THE WAIVED CLAIMS.
9. DEFAULT; REMEDIES
9.1 Lessor's Default; Remedies.
9 ~ 1.1 If Lessor shall fail to pay any rents or other amounts when due under the Ground
Lease or if Lessor shall fail to perform any other covenant under the GroWld Lease,
Lessee may pay the amount due or perform Lessor's obligation. The amounts so
expended by Lessee shall be paid to Lessee by Lessor on demand, and may be set-
offby Lessee against any amounts next coming due Lessor under this Sub-Lease
until the entire amount is reimbursed~
9.1.2 If Lessor shall default in the performance of any obligation under this Sub-Lease,
Lessee shall have the right to perform Lessor's obligation. The amounts so
expended by Lessee shall be :reimbursable on demand, and may be set-off by
Lessee against any amoWlts next coming due Lessor under this Sub-Lease until the
entire amount is reimbursed~ ~
9.1.3 The right to cure and to receive reimbursement shall be Lessee's sole remedies in
the event of Lessorfs breach.
9.2 Lessee's Default; Remedies~
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9.2.. 1 If Lessee shall default in the payment of rent and such default shall continue for
more than five (5) business days after written notice to Lessee, or if Lessee shall
default in the payment of any other amount owing to the Lessor hereunder and such
default shall continue for more than ten (10) business days after written demand is
made upon Lessee, then and in either event, Lessor may exclude Lessee and any
sub-tenant or licensee from the Premises and may continue to so exclude Lessee (or
its subtenant or licensee) from the Premises pursuant to and in accordance with the
provisions of the Texas Property Code applicable in such cases to commercial
tenancies~ If Lessee shall fail to pay all amounts due and owing by 5 :00 p.m. on the
second business day following exclusion of Lessee from the Premises, then Lessor
shall have the right, without further notice or demand, to terminate this Sub-Lease
and to recover possession of the Premises through judicial process..
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9~2..2 It Lessee shall fail to keep or perform any covenant or obligation imposed under
Article 5 hereof Lessor shall have the right exercisable without notice or demand
to cure the breach or default of Lessee's behalf~ AnyamoWlts so expended by
Lessor shall become indebtedness due and owing on demand, and if not paid within
the grace period under 9 ~2~ 1, Lessor shall have the rights and remedies provided in
9~2~ 1 ~ If a breach of this Sub-Lease by Lessee in Lessorfg judgment creates a risk of
default under the Ground Lease then Lessor shall in addition to all other rights and
remedies be entitled to immediate, ex parte injunctive relief and in any such
proceeding, the existence of irreparable harm and the absence of adequate remedy
at law shall be conclusively presumed~
9 ..2~3 Lessor may bring an action in debt to recover amounts due and owing by Lessee at
any time without prejudice to the rights and remedies provided in 9 ~2~ 1, such
remedies being cumulative and exercisable concurrently or consecutively~
9~2~4 Lessor shall have the right, without notice or demand to enter the Premises to
inspect same or in the exercise of its rights and remedies under 9.2.1 or 9~2~2.. In its
exercise of rights under this 9..2~4 or under 9~2~1 Lessor (its general partner, any
member of its general partner and any of its or their agents or employees) shall not
be liable for trespass or conv"ersion of either the Premises or personal property
contained therein, and shall not be liable for incidental, consequential or penal
damages for breach of this Sub-Lease or on account of any act or omission in the
exercise of rights hereunder or provided by law..
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10. MORTGAGES; ALIENATION
10.1 Bv Lessor. Lessee agrees that this Sub-Lease is and shall remain subordinate to any existing or
future mortgage of the Property by Lessor provided that Lessee and any mortgagee shall have
entered into a non-disturbance and attornment agreement. The execution of such agreement is
a condition precedent to the effectiveness of this Sub-Lease.
10~2 Bv Lessee. Lessee shall not transfer or encumber its interest in the Premises without Lessor's
prior written consent which consent shall not be umeasonablywithheld. Any absolute transfer
shall be subject to the provisions of the Partnership Agreement imposing restrictions on
transfer of partnership interests. Lessor's consent to an encumbrance shall not be umeasonably
withheld. Lessor's consent "may be conditioned upon receipt of a written undertaking from
Lessee's mortgagee to provide Lessor with a copy of any notice of delinquency, default, intent
to accelerate or acceleration of the mortgage debt. Lessor's consent to the mortgage includes its
consent to foreclosure thereof in the event to Lessee's default. A mortgagee, trustee or receiver
in possession of the Premises shall keep and perform all of Lessee's obligations hereunder and
shall be subject to all the provisions of this Sub-Lease. The mortgagee or other purchaser at
foreclosure shall take its interest subject to this Sub-Lease and shall upon acquisition of
Lesseets interest keep and perform all of Lessee's obligations thereunder. If at the time of
foreclosure Lessee is in default in the payment of any obligation hereunder, the mortgagee or
other purchaser at foreclosure shall have until the last business day of the month in which the
foreclosure occurs to cure such default. Any subsequent transfer of this Sub-Lease by Lesseefs
mortgagee or purchaser at foreclosure shall be subject to and on the same terms as the
provisions of the Partnership Agreement relating to transfer of interests in Lessor.
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10.3 Estoooel Letters. Lessor and Lessee shall on request by either or by any mortgagee or
prospective mortgagee or interest-transferee or either, furnish an Estoppel letter confinning that
the Ground Lease and this Sub-Lease is in force according to its terms (if that is in fact the
case) and stating whether, to the current, actual knowledge of the party providing the letter,
there exists any event of default or condition which with the passage of time, the giving of
notice or both, would constitute an event of default on the part of the other party. If the letter is
not provided within 10 days after receipt of a written request, then the requesting person may
conclusively presume that the Ground Lease and this Sub-Lease are in effect according to their
terms, that the Lessor or Lessee as the case may be is not in default and that no potential
default exists.
11. NOTICES
11..1 All notices by or to a party shall be in writing and shall be deemed received when actually
received if delivered by commercial coUrier, or in the case of mail, on the next delivery day
after deposit of the notice in the custody of the U.S. Postal Service in a first-class, certified
mail, return receipt requested, postage pre-paid envelope correctly addressed to the recipient
at the addresses stated in 1.1 hereof or such other address as either may designate by Notice
in accordance herewith.
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EXECUTED to be effective
, 2006.
4736 LOCKHEED ASSOCIATES, LTD9,
a Texas limited partnership
By: 4736 LOCKHEED GP, L.L.C~,
a Texas limited liability company,
General Partner
By:
John Vann, Manager
Jve HANGARS, L~L9C.,
a Texas limited liability company
By:
John Vann, President
vann\nine-unit\sublease-l .rtf
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AGREEMENT OF PARTNERSHIP
OF
4736 LOCKHEED ASSOCIATES, LTD.
A Texas Limited Partnership
THIS LIMITED PARTNERSHIP AGREEMENT (the ttAgreementU) is executed as of
, 2006, by and among 4736 LOCKHEED INVESTORS, L~L.C~ (referred to
as the "General Partner") and the Limited Partners designated by classes, as set forth on the
signature page attached to and made a part of this Agreement.
RECIT ALS
The Partnership has been assigned the lessee's leasehold interest in that certain Airport
Lease Agreement-Commercial Operator dated effective September 21, 2004, by and between the
City of Denton, Texas, as Lessor, and NC Real Estate, L.L.C., as Lessee, (the "Lease") covering
certain real property located on Denton Municipal Airport and improved with a one story metal
aircraft hangar containing nine (9) separate bays and related facilities ("Partnership Property").
The Lessor under the Lease will not permit the Partnership to sell and assign fractional
interests in the Lease, but may sublease each hangar separately. The Partnership shall create nine
(9) classes of Limited Partners, Class 1 Limited Partner, Class 2 Limited Partner, Class 3 Limited
Partner, Class 4 Limited Partner, Class 5 Limited Partner, Class 6 Limited Partner, Class 7
Limited Partner, Class 8 Limited Partner and Class 9 Limited Partner, respectively. Such
designation shall confer upon such Partner the right to possess the hangar having the same
designation pursuant to and in accordance with a sublease leasing and demising a portion of the
Partnership Property corresponding to the Limited Partner Class for the duration of and subject
to the Lease. Each class of Partners will be responsible to contribute to the Partnership its pro
rata share of the amount necessary to purchase the Partnership Property and at the option of the
General Partner to either: (1) sublease to such Partner on a triple net basis such hangar, so that
the Partnership incurs no cost with respect to such hangar and lease; or (2) require the Partner to
contribute to the Partnership such amounts so that the Partnership incurs no cost with respect to
such hangar~
NOW, THEREFORE, for good and valuable consideration, the receipt and consideration
of which are hereby acknowledged, the lll1dersigned partners agree as follows:
ARTICLE I
GENERAL PROVISIONS
1~1.. Formation..
The parties agree to form a partnership pursuant to the provisions of the Chapter
153 of the Texas Business Organizations Code~
AGREEl\fENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES. LTD~ - Page 1
Exhibit 6
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1.2. Name of Partnership. The name of the Partnership IS 4736 LOCKHEED
ASSOCIATES, LTD.
1.3. Principal Business of Partnership. The purposes for which the Partnership is
organized are as follows:
(a) Real Prooertv. To acquire and own and operate a leasehold estate and
improvements constituting nine (9) Hangars (1, 2, 3, 4, 5, 6, 7, 8, and 9) located at 4736
Lockheed, Denton, Denton County, Texas and operate real property and do everything
needed..
(b) Management and Disposition ofProoerties.. To own, operate and manage,
and sell, exchange or otherwise dispose of all or any part of any Partnership property or
assets, real or personal, at such times. and for such consideration as may be in the best
interests of the Partnership.
(c) Consolidate and Preserve. To consolidate, preserve and administer the
assets of the Partners; and
(d) Additional Purposes.. To do any and all other things and carry on other
business or businesses in connection with its operation, and exercise any and all powers,
permitted by law, that are or may be necessary, proper, advisable or convenient to
accomplish and further its operation.... The Partnership shall have and exercise all the
powers conferred by the laws of the State of Texas on partnerships formed under the Act.
1.4. Princiual Place of Business. The location of the principal place of business (and
mailing address) of the Partnership is:
4736 LOCKHEED INVESTORS, L.L..C..
c/o NC Hangars, L.L.C..
1424 Gables Court
PIano, Texas 75075
Attn: John Vann
or such other place(s) as the General Partner may determine. The place of residence of each
Partner shall be given to the General Partner. .
1..5.. Registered Agent.. The Regist~red Agent of the Partnership for service is John
Vann. The registered office of the Partnership is:
1424 Gables Court
PIano, Texas 75075
Attn: John Vann
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ LTD. - Page 2
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1.6.. Term of Partnership.. The Partnership shall be effective from and after the date
fIrst specifIed above and shall terminate on December 31, 2096, unless earlier terminated, as
provided in Section 8.1.
1.7.. Definitions. For the purposes of this Agreement, the following terms shall mean:
"Act" means the Texas Business Orgariizations Code, as from time to time amended..
ffAgreed Valueu means a value determined in accordance with Sections 2..2 and 2..3..
"Agreement" means this limited partnership agreement
"Approval of the Limited PartnersU means the written approval of those Limited Partners
who, at the time the Partnership action is being considered for approval, have at least fIfty-one
percent (51 %) of the Interests of all of the Limited Partners.
"Bankruptcy" with respect to any person shall exist if a voluntary petition in bankruptcy
under Title II of the United States Code is filed by such person, or if an involuntary petition in
bankruptcy is filed against such person and is not dismissed within sixty days after such Filing.
nCapital Accounts" means the accounts maintained by the Partnership on behalf of each
Partner as determined in Section 2..4..
"Carrying Value" means (i) with respect to property contributed to the Partnership by a
Partner, the fair market value of such property at the time of contribution reduced (but not below
zero) by all depletion, depreciation, cost recovery and amortization deductions charged to the
Capital Accounts pursuant to Section 2.4 with respect to such property, as well as any other
charges for sales, retirements and other dispositions of assets included in such property as of the
time of determination; and (ii) with respect to any other property, the adjusted basis of such
property for federal income tax purposes as of the time of determination, and (iii) with
appropriate adjustments, if any, pursuant to the election referred to in Code Section 754..
"Code" means the Internal Revenue Code of 1986, as amended.
UEvent of Withdrawal" as to any General Partner means and includes each of the
following: (i) voluntary withdrawal as a General Partner of the Partnership by such General
Partner; (ii) such Partner's ceasing to be a General Partner of the Partnership (even though
continuing as Limited Partner); (iii) removal of such General Partner; (iv) Bankruptcy of such
General Partner; and (v) the death or dissolution of such General Partner.
I1Federal Income Tax Items" means Income, Losses, Gains From Capital Transactions
and Losses From Capital Transactions.
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASS~CIATES.. LTD. - Page 3
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UGains" means each item of income or gain of the Partnership as determined for federal
income tax purposes, but excluding Gain From Capital Transactions..
"Gain From Capital Transactions" means income or gain of the Partnership as
determined for federal income tax purposes as a result of the sale, exchange, or refinancing of all
or a portion of the Partnershipts property..
"General Partner" means 4736 LOCKHEED INVESTORS, L.L.C.
"Hangar Unit" means one of the nine (9) spaces into which the hangar building
comprising the Partnership Property is subdivided as follows: "Unit 1 ", "Unit 2"; "Unit 3", "Unit
4", "Unit 5", "Unit 6ff, "Unit 7", "Unit 8" and "Unit 9". Each space shall include the land
underlying the corresponding space, the non-exclusive use of adjacent parking spaces, the non-
exclusive right to use the common areas comprising the leasehold estate, the roof, foundation and
exterior walls of the hangar building enclosing the unit space and the interior demising walls to
the center of the wall all as is more fully described in the Hangar Unit Sublease.
"Interest" means the interest of each 'Partner in the Partnership, including the right to
receive distributions of Partnership assets and the right to receive allocations of income, gain,
loss, Net Cash Flow , Net Proceeds, deduction or credit of the Partnership. The Interest of a
Partner means the percentage set forth opposite the Partner's name on the attached Exhibit A.
ULimited Partnersft means the persons named as Limited Partners in Exhibit A.
ttLiquidator" means whichever of the General Partner or Partners, the Limited Partner or
Partners, or the liquidating trustee that may be charged with the winding up of the Partnership in
accordance with Section 8.3~
"Losses" means each item of loss, deduction and credit of the Partnership (and not net
loss of the Partnership), as determined for federal income tax purposes, but excluding Loss From
Capital Transactions.
"Loss From Capital Transactions" means any loss of the Partnership as determined for
federal income tax purposes as a result of the sale, exchange or refinancing of all or a portion of
the Partnership's property.
"Minimum Gain" means the amount determined by computing with respect to each
Nonrecourse Liability of the Partnership the amount of gain, if any, that would be realized by the
Partnership if it disposed of the property securing such liability in full satisfaction thereof, and by
then aggregating the amounts so computed..
"Net Cash Flow" means monies available from the operation of the Partnership, without
deduction for depreciation, but after deducting'monies used to payor establish a reserve for debt
payments, improvements, repairs and expenses related to the operation and administration of the
Partnership.
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES'I, LTD~ - Page 4
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"Net Proceeds" means the amount realized by the Partnership on the disposition of a
Partnership property, less all fees, costs or expenses paid or to be paid with respect thereto and
the balance of any indebtedness of the Partnership paid or to be paid from such monies.
"Nonrecourse Liability" means a liability (or that portion of a liability) with respect to
which no Partner bears the economic risk OfldSS as determined under Section 1. 752-l(a)(2) ofthe
Regulations or any successor provision.
"Operating Expenses" means and includes ground lease rents and any other amoWlts
payable by the Partnership under the Lease; capital and non-capital expenditures for the
maintenance, repair, replacement or improvement of Partnership property; legal, accounting and
other administration expenses of the partnership.
"Partners" and, individually, a "Partner", means the General Partner and Class 1 Limited
Partner, Class 2 Limited Partner, Class 3 Limited Partner, Class 4 Limited Partner, Class 5
Limited Partner, Class 6 Limited Partner, Class 7 Limited Partner, Class 8 Limited Partner and
Class 9 Limited Partner.
"Partnership" means the business organization formed under the Act in accordance with
the terms and provisions of this Agreement and known as 4736 LOCKHEED ASSOCIATES,
LTD.
nprofits" means each item of income of the Partnership as determined for federal income
tax purposes, but excluding Gain From Capital Transactions.
"RegulationsU means the Treasury Reg'ulations promulgated under the Code.
"Section 705(a)(2)(B) Expenditure" means any expenditure of the Partnership described
in Section 705 (a) (2) (B) of the Code, and any expenditure considered to be an expenditure
described in Section 705(a)(2)(B) of the Code pursuant to Section 704(b) of the Code and the
Regulations.
ItSubstitute PartnerU means any person .'not previously a Partner who purchases an interest
from a Partner in accordance with the terms of this Agreement and who is admitted to the
Partnership as a Limited or General Partner under the terms of this Agreement. After admission,
all Substitute Partners will have all of the rights of a Limited or General Partner, respectively.
"Sublease" means and refers to a lease by and between the Partnership and a Limited
Partner leasing and demising a Hangar unit In the event a Limited Partner elects to contribute
capital to the Partnership in lieu of paying its pro rata share of operative expenses under a
sublease, the rent under the sublease shall be $l~OO per annum..
"Tax Matters Partner" means the General Partner named in Section 7..6.
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ LTD~ - Page 5
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"Vote" refers to the right of the Partners, subject to all limitations set forth below and
elsewhere in this Agreement, to make decisions with respect to Partnership matters. Each Partner
shall be entitled to cast one vote for every full class of Limited Partnership Interest held of record
by him at the time the vote is taken~
ARTICLE II
CAPITALIZATION AND RELATED MATTERS
2.1. Original Caoitat The original capital of the Partnership will consist of cash
contributions to be made by the Partners in the respective amounts set forth opposite their
signatures on the signature pages of this Agreement. Each Partner agrees to make the capital
contribution required under this Section 2.1 ~ The initial percentage Interest of each Partner is set
forth opposite his signature on the signature pages of this Agreement For the purposes of this
Agreement, the ownership by the General Partner of an Interest shall be deemed for the purposes
of contribution and distributions to be a part of the Class _ Limited Partner. These original
Capital Contributions shall be used for the acquisition of the Partnership Property and for such
other purposes as shall be approved by the General Partner.
2.2. Additional Capital and Loans.
(a) Additional Caoital. The Limited Partners will have no obligation to
provide any further capital to the P~ership in excess of their respective initial Capital
Contributions set forth in Section 2..1 except as set forth in this Section 2.2(a). A class of
Limited Partners shall be obligated to fund additional Capital Contributions to the
Partnership for the purpose of paying the operating expenses.. The Class _ Limited
Partner shall have the right to maintain debt on Partnership Property, provided however
that such debt shall not affect the ownership and enjoyment of the other hangars pursuant
to subleases~ To the extent that the Partnership has costs that are not associated with a
particular hangar, the Partnership does not have Cash Items available for payment of the
Operating Expenses including debt service of the Partnership (an "Operating Deficit"),
then the amount of such costs shall be contributed by the Limited Partners in a ratio of
the Limited Partner's percentage Interest in the Partnership. If such additional funds are
required, the General Partner shall give or cause to be given written notice to the Limited
Partners at least thirty (30) days in advance of the date on which the additional Capital
Contributions will be needed by the Partnership, which notice shall set forth the
aggregate additional Capital Contributions to be required and the date the funds are
needed. Each time additional contributions to the capital of the Partnership are called for
in accordance with this Section 2.2(a}~ the Limited Partners shall, no later than ten (10)
days prior to the date such funds will be needed by the Partnership, deposit with the
Partnership the aggregate additional Capital Contributions called for pursuant to this
Section 2.2(a). Failure to make the additional Capital Contributions may result in the
implementation of the provisions of Section 2~7 hereinbelow.
(b) Aporoved Bud~et At the inception of this Agreement, and during
December of each calendar year during the term of this Agreement, the General Partner
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES" LTD. - Page 6
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shall prepare a Budget setting forth the estimated capital, operating and other receipts and
expenditures of the Partnership for the balance of calendar year 2006 as to the initial
Budget and for the ensuing calendar year as to each subsequent annual Budget~ When
such Budget has been approved by the Limited Partners (the "Budget"), the General
Partner shall use its reasonable efforts to implement the Budget and shall be authorized to
make the expenditures and incur the obligations provided for in the Budget. Pursuant to
the provisions of this Agreement, if the Limited Partners do not approve the Budget
submitted by the General Partner, then until a new Budget is approved, the General
Partner shall adhere to the previously Approved Budget until such time as a new Budget
is approved by the Limited Partners. Notwithstanding that a Budget mayor may not be
approved by the Partners, the General Partner may call for additional capital
contributions in accordance with Section 2..2(a).
2.3. Additional Funds. No Partner will have any obligation to advance any additional
funds to the Partnership (either as a loan or qapital contribution) except as provided in Section
2~2~
2~4 Capital Accounts.
(a) Establishment and Maintenance. A separate capital account ("Capital
Account") will be maintained for each~.;Partner~ The Capital Account of each Partner will
be determined and adjusted as follows:
(i) Each Partner's C.apital Account will be credited with the Partner's
Capital Contributions, the Partner's distributive share of Profits, any items in the
nature of income or gain that are specially allocated to the Partner, and the
amount of any Partnership liabilities that are assumed by the Partner or secured by
any Partnership property distrib.uted to the Partner.
(ii) Each Partnerls C.apital Account will be debited with the amount of
cash distributed to the Partner Wlder any provision of this Agreement, the
Partner's distributive share of Losses, any items in the nature of deduction or loss
that are specially allocated to the Partner under Section 3.1(c) or 3~1(d).. and the
amonnt of any liabilities of the: Partner assumed by the Partnership or which are
secured by any property contributed by the Partner to the Partnership..
(iii) If any interest in'; the Partnership is transferred in accordance with
the terms of this Agreement, the Transferee will succeed to the Capital Account of
the Transferor to the extent it relates to the Transferred interest~
(iv) In determining the amount of any liability for purposes of Sections
2.4(a)(i) and 2.4(a)(ii). Code Section 752 (c) and any other applicable provisions
of the Code and the Treasury Regulations will be taken into account..
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ LTD. - Page 7
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(b) Modifications. The provisions of this Section 2.4 and the other provisions
of this Agreement relating to the maintenance of Capital Accounts have been included in
this Agreement to comply with Section 704(b) of the Code and the Treasury Regulations
promulgated thereunder and will be interpreted and applied in a manner consistent with
those provisions. Without limiting the generality of Section 3.1(c), the General Partner,
with Approval of the Limited Partners, may modify the manner in which the Capital
Accounts are maintained under this Section 2.4 in order to comply with those provisions,
as well as upon the occurrence of events that might otherwise cause this Agreement not
to comply with those provisions; provided, however, without Approval of the Limited
Partners, the General Partner may not make any modification to the way Capital
Accounts are maintained if such modification would have the effect of changing the
amount of distributions to which any Partner would be entitled during the operations, or
upon the liquidation, of the Partnership.
2.5. Retwn of Capital and Payment of Annual and Cumulative Preference Amount
No Limited Partner is guaranteed to receive a return of his Capital Contributions to the Capital of
the Partnership, and no Partner will have the right to demand or receive the return of all or any
part of his Capital Contributions or to receive property other than cash from the Partnership.
2.6. Negative Capital Accounts.
(a) Limit on Obligation to Restore~ Except as expressly provided in this
Section 2.6. no Partner will be required to pay to the Partnership or to any other Partner
any deficit or negative balance which may exist from time to time in the Partner's
Capital Account
(b) Restoration of Excess Withdrawals. If a Partner has received distributions
or made withdrawals in excess of his : percentage Interest in distributions, as among the
Partners but not for the benefit of others, the Partner will be indebted to the Partnership
in an amount equal to the excess distributions, and that indebtedness will be payable on
terms prescribed by the General Partner with the Approval of the Limited Partners at the
time the withdrawal is made. No such" withdrawal or distribution shall be made or taken
without consent of the General Partner and Approval of the Limited Partners~
2.7 Failure of a Limited Partner to Make a ReQuired CalJital Contribution. If any
Limited Partner (the ttDefaulting Limited Partner") shall fail to make any Capital Contribution to
the Partnership when due (hereinafter referred to as an "Event of Default"), and such failure shall
continue for a period of more than ten (10) days following delivery of written notice of such
failure to the Defaulting Limited Partner by the General Partner or any Limited Partner who has
not failed to make its required Capital Contribution when due (hereinafter individually referred
to as the "Non-defaulting Limited Partnertt aild collectively referred to as the "Non-defaulting
Limited Partnerstt), the Non-defaulting Limited Partners and the Partnership shall, with respect to
the amount which the Defaulting Limited Partner has failed to contribute (the "Amount in
Default tt) , have the following options, anyone of which may be exercised by the General
Partner, any Non-defaulting Limited. Partner or the Partnership, as the case may be:
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES" LTD. - Page 8
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(a) Any Non-defaulting Limited Partner shall have the right to declare the
Defaulting Limited Partner to be in default of its obligations hereunder. Upon any such
declaration of default, the Partnership. shall be entitled to foreclose the security interest
granted pursuant to Section 2.8 hereof and sell all Interest of the Defaulting Limited
Partner in the Partnership for such amounts and on such terms as the Partnership deems
appropriate; provided, however, that any such foreclosure and sale shall be carried out in
accordance with the provisions of applicable law, including but not limited to, the
provisions of the Texas Business and Commerce Code, Article 9, and upon the
conclusion of such foreclosure sale the Defaulting Limited Partner shall have no further
right or interest, as Limited Partner, creditor or othenvise, in the Partnership or its Net
Cash Flow, Capital Receipts, Losses," Profits, gains or other items, including, but not
limited to, its assets and the Partnership Property.. To the extent the proceeds of such sale
exceed the Amount in Default, plus interest thereon at the Highest Lawful Rate from the
date of such default until the date of foreclosure and all costs and expenses reasonably
incurred in connection with such sale, the excess proceeds from the sale of such Interest
shall be paid over to the Defaulting Limited Partner; or
(b) Any Non-defaulting Limited Partner may advance the Amount in Default
to the Partnership on behalf of the Defaulting Limited Partner, and such advance shall
constitute a loan to the Defaulting Limited Partner of the Amount in Default.. Such loan
shall bear interest at the Highest Lawful Rate from the date of such advance until the date
of repayment. If such loan, including accrued interest, is not repaid to the Non-defaulting
Limited Partner within sixty (60) days of the date of its advance to the Partnership on
behalf of the Defaulting Limited Partner, the Non-defaulting Limited Partner shall be
entitled to foreclose the security interest granted pursuant to Section 2.8 hereof and sell
the Interest of the Defaulting Limited Partner for such amount and on such terms as the
Non-defaulting Limited Partner deem"s appropriate; provided, however, that any such
foreclosure and sale shall be carried oilt in accordance with the provisions of applicable
law, including, but not limited to, the; applicable provisions of the Texas Business and
Commerce Code, Article 9. To the extent the proceeds of such sale exceed the amount of
such advance, plus interest thereon at the Highest Lawful Rate from the date of such
advance until the date of repayment and all costs and expenses reasonably incurred in
connection with such sale, the excess proceeds from the sale of such Interest shall be paid
over to the Defaulting Limited Partner;\or
(c) The Partnership may, at its option, borrow on such terms and conditions,
and at such rate of interest, as may be agreed upon between the Partnership, with the
Approval of the Limited Partners, and such lender an amount up to, but not exceeding,
the Amount in Default plus the costs arid expenses reasonably incurred by the Partnership
in connection with the amount so borrowed. All costs and expenses reasonably paid or
incurred by the Partnership in connection with the amount so borrowed (to the extent not
funded by such lender as a part of the amount so borrowed) together with interest thereon
at the Highest Lawful Rate from the date so paid or incurred until repaid by the
Defaulting Limited Partner to the Partnership, shall be due and payable by the Defaulting
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Limited Partner to the Partnership upon demand. The amount so borrowed by the
Partnership shall, together with interest thereon at the same rate as that charged by such
lender, constitute a loan from the Partnership to the Defaulting Limited Partner which
shall be secured by a first lien, security interest and charge on and against the Defaulting
Limited Partner's Interest. If such loan, including accrued but unpaid interest. is not
repaid to the Partnership within ten (10) days of the date of demand for repayment, the
Partnership shall be entitled to foreclose the security interest granted pursuant to Section
2~8 hereof and sell the Interest of the Defaulting Limited Partner for such amount and on
such terms as the Partnership deems appropriate; provided, however, that any such
foreclosure and sale shall be carried out in accordance with the provisions of applicable
law, including, but not limited to, the; applicable provisions of the Texas Business and
Commerce Code Article 9~ Pursuant to this Section 2~7(c) and the application of the
proceeds thereof in satisfaction of the Defaulting Limited Partnerfs obligations shall not
in and of itself constitute either a cure of such default by the Defaulting Limited Partner
or a waiver of such default by the Non-defaulting Limited Partners or the Partnership; or
(d) Prior to the foreclosure on the Defaulting Limited Partner's Interest as
provided in Section 2.7(at (Ql or (c), the General Partner shall have the first right and
option to acquire the defaulting Limited Partners' interest on the terms and conditions set
forth in Section 2.7(e). Such right must be exercised by notice to the Defaulting
Partner(s) and Non-defaulting Partners within 45 days after the notice required by Section
2.7 (first paragraph) is given.
(e) In the event the General Partner does not exercise the option pursuant to
Section 2~7(d) above, prior to the foreclosure on the Defaulting Limited Partner's Interest
as provided in Section 2.7(a)2 (b) or (cil. upon the unanimous vote of the Non-defaulting
Limited Partners, each Non-defaulting Limited Partner shall purchase its pro rata portion,
determined in accordance with the ratio that the.Non-defaulting Limited Partner's Interest
bears to the aggregate Interests of all Non-defaulting Limited Partners ("Pro Rata Share"),
of each Defaulting Limited Partner's Interest after the Partnership gives written notice
("Notice") to the Defaulting Limited Partner that each Non-defaulting Limited Partner
will purchase its Pro Rata Share of the Defaulting Limited Partner's Interest. The closing
of the sale of the Defaulting Limited Partner's Interest pursuant to this Section 2.7(e) (the
"Closing") shall be held at the principal offices of the Partnership, unless otherwise
mutually agreed, on a mutually acceptable date not more than thirty (30) days after notice
is given by one of the Non-Defaulting Limited Partners to the Defaulting Limited Partner
that the Non-Defaulting Limited Partners will exercise their option as set forth in this
Section 2..7(e)~ Each Non-defaulting Limited Partner shall acquire its Pro Rata Share of
the said Defaulting Limited Partner's Interest for a purchase price equal to the excess, if
any, of (I) the product of (A) such Non-defaulting Limited Partner's Pro Rata Share
multinlied by (B) the greater of(l) an amount equal to (aa) the balance of the Defaulting
Limited Partner's Capital Account at - such time, less (bb) the amounts owed to the
Partnership by the Defaulting Limited Partner pursuant to Section 2.7(c), or (2) the sum
of One Dollar ($1.00), ~ (II) the. amounts owed to such Non-defaulting Limited
Partner by the Defaulting Limited Partner pursuant to Section 2.7(b). The purchase and
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sale of the Defaulting Limited Partner's Interest shall be subject to the following terms
and conditions:
(i) One Dollar ($I~OO) shall be the down payment; and
(ii) The payment of the balance of said purchase price, shall be
evidenced by a non-negotiable promissory note C'Promissory Note") from each
Non-defaulting Limited Partner providing for payment of the balance of said
purchase price, without interest prior to maturity, to the Defaulting Limited
Partner in five (5) equal annual installments commencing one (I) year after the
date of the Promissory Note.. In addition, the Promissory Note shall provide that
in the event such Non-defaulting Limited Partner fails to pay any installment
required to be paid to the Defaulting Limited Partner pursuant to the Promissory
Note, such portion shall bear interest from the date it was due until payment is
made together with interest thereon at the rate of five percent (5%) per annum..
After the Closing of the sale of the Defaulting Limited Partner's Interest pursuant
to this Section 2.7(e).. the Defaulting Limited Partner shall have no further right or
interest, as a Limited Partner, creditor or otherwise, in the Partnership or its Net
Cash Flow, Capital Receipts, losses, profits, gains or other items, including, but
not limited to, its assets and the" Partnership Property. At the request of each Non-
defaulting Limited Partner, the Defaulting Limited Partner shall execute and
deliver such documents and instruments as may be reasonably requested by each
Non-defaulting Limited Partner to sell and transfer the Defaulting Limited
Partner's Interest in the Partnership; or
(f) The Partnership may exercise such other rights or remedies as may be
available, at law or in equity, as a result of any such default by a Defaulting Limited
Partner, including, but not limited to, an action for specific performance.
The purchaser or transferee of the Interest of a Defaulting Limited Partner under any of the
subsections of this Section 2.7 shall beco~e a substitute Limited Partner (subject to the
provisions of this Agreement with respect to the admission of a substitute Limited Partner,
except that only the approval of the Non-defaulting Limited Partners need be obtained). The
Defaulting Limited Partner shall execute and deliver all assigrnnents and other instruments
reasonably required or desirable to evidence and fully and effectively transfer the Interest of the
Defaulting Limited Partner to such purchaser or transferee, as the case may be. The sale,
assignment or transfer of a Defaulting Limited Partner's Interest, as provided herein, shall not
relieve the Defaulting Limited Partner from. any personal liability for any then outstanding
indebtedness, liabilities or obligations. The default of any Limited Partner hereunder shall not
relieve any other Limited Partner from its agreements, liabilities and obligations hereunder. The
exercise by the Non-defaulting Limited Partners or the Partnership of any right or remedy as a
result of any such default by a Defaulting Limited Partner shall not constitute an election of
remedies or a waiver of any other available right or remedy. Further, the exercise of any right or
remedy as a result of any default shall not exhaust the rights or remedies of the Non-defaulting
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Limited Partners or the Partnership in the event of any other or future default by the Defaulting
Limited Partner.
2.8 Security Interest. To secure the obligations of the Limited Partners set forth in
Section 2.7, each Limited Partner hereby grants to the Partnership [with respect to Sections
2.7(a) and 2.7(c)1 and to the Non-defaulting Limited Partner [with respect to Section 2.7(b)] a
security interest in its Interest and all profits therefrom. Each Limited Partner shall execute and
deliver appropriate financing statements to ,the Partnership and the Non-defaulting Limited
Partner, as applicable, reflecting such security interest. The Partnership or the Non-defaulting
Limited Partner, as applicable, as secured party, shall have all rights available to a secured party
under the Texas Business and Commerce Code, Article 9 of such Defaulting Limited Partner,
including, without limitation, the rights to foreclose such security interest in accordance with
applicable law and sell the Defaulting Limited Partner's Interest in accordance with the
applicable subsection of Section 2.7. Notwithstanding any provision hereof to the contrary, the
Non-defaulting Limited Partners shall have the exclusive right to require the Partnership to
enforce any or all of the Partnership's rights an:d remedies against the Defaulting Limited Partner.
2.9. Non-defaulting Limited Partner's Power of Attorney. Each Defaulting Limited
Partner hereby irrevocably appoints the Non-defaulting Limited Partners as its attorney-in-fact to
execute all documents reasonably necessary to accomplish the remedies specified in Section 2~7
hereof, such appointment being coupled with an interest (and being intended to survive the death,
disability or dissolution of any Defaulting Limited Partner, to the fullest extent permitted by
law), and including, without limitation, the power to execute assigmnents, deeds, bills of sale and
amendments to this Agreement to effect any of such remedies.
2.10 Defaulting Limited Partner's Right to Cure. At any time prior to (i) a Non-
defaulting Limited Partner exercising its right to declare the Defaulting Limited Partner in
default and foreclosure of the security interest granted pursuant Section 2.8, as set forth in
Section 2.7(a), (ii) a Non-defaulting Limited Partner foreclosing the security interest granted
pursuant to Section 2.8., as set forth in Section 2. 7(b )" (iii) the Closing of the sale of the
Defaulting Limited Partner's Interest to the General Partner or Non-defaulting Limited Partners
pursuant to Section 2. 7( d) and W. (iv) the Partnership foreclosing the security interest granted
pursuant to Section 2.8. as set forth in Section 2.7(c), or (v) the Partnership exercising such other
rights or remedies as may be available at law, or in equity, pursuant to Section 2.7(f), the
Defaulting Limited Partner may cure its default by (i) paying to the Partnership any Amount in
Default, (ii) paying to the Non-defaulting Limited Partners amounts advanced by a Non-
defaulting Limited Partner pursuant to Section 2. 7(b ), and (iii) paying to the Partnership any
amolUlts deemed loaned by the Partnership to the Defaulting Limited Partner pursuant to Section
2~7(c)'1 together with all accrued but Wlpaid interest thereon.
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ARTICLE III
DISTRIBUTIONS TO PARTNERS
3~1. Distributions of Net CashFlow~
(a) General1v~ Net Cash Flow shall be distributed, in the sole and absolute
discretion of the General Partner, quarterly or more frequently, to the extent that Net
Cash Flow is available after provision for adequate reserves for capital reserves and
working capital for anticipated investments and operating reserves.
(b) Partners' Shares of Distributions~ As of any particular date, such
distributions shall be made in proportion to the Partners' percentage Interest in the
Partnership ~
3.2.. Distributions of Net Proceeds. Net Proceeds shall be distributed only in the event
that General Partner so determines. Any distribution of Net Proceeds generally must be
distributed to the Partners in proportion to the Partner's percentage Interest in the Partnership.
3.3. Distributions in Kind. If any assets of the Partnership are distributed in kind, the
Partnership shall:
(a) Asset Valuation. Determine the value of such assets using appraisal
techniques the General Partners or the Liquidator deems appropriate, taking into account
the nature of the assets;
(b) Capital Accounts Adiustments~ hnmediately prior to the distribution of
any property by the Partnership, adjust the Capital Accounts of all Partners to reflect the
manner in which the unrealized Federal Income Tax Items inherent in such assets (that
have not previously been reflected in the Capital Accounts) would be allocated among
the Partners if there were a disposition of such assets for their fair market value on the
date of distribution; and
(c) Distribution. In a distribution other than in liquidation of the Partnership
pursuant to Article VIII hereof: such assets may, in the discretion of the General Partner
be distributed to the Partners entitled thereto pro rata or non pro rata and as tenants-in-
common or othenvise, provided that the aggregate value of the distributed assets are in
the same proportions in which such Partners would have been entitled to cash
distributions..
ARTICLE IV
ALLOCA TrONS OF PARTNERSHIP PROFITS AND LOSSES AND
GAIN AND LOSS FROM CAPITAL TRANSACTIONS
4.1. Allocation for Caoital Account and Federal Income Tax Purposes. Except as
otherwise provided in this Agreement, each Federal Income Tax Item shall be allocated to the
Partners in proportion to the Partners' percentage Interest in the Partnership. Anything to the
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contrary contained herein notwithstanding all income and expense (including amortization and
depreciation) shall be allocated as follows:
(a) attributable to Hanger 1 shall be allocated to the Class 1 Limited Partner;
(b) attributable to Hanger 2 shall be allocated to the Class 2 Limited Partner;
(c) attributable to Hanger 3.~shall be allocated to the Class 3 Limited Partner;
(d) attributable to Hanger 4: shall be allocated to the Class 4 Limited Partner;
(e) attributable to Hanger 5 shall be allocated to the Class 5 Limited Partner;
(f) attributable to Hanger 6 shall be allocated to the Class 6 Limited Partner;
(g) attributable to Hanger 7 shall be allocated to the Class 7 Limited Partner;
and
(h) attributable to Hanger 8 shall be allocated to the Class 8 Limited Partner;
(i) attributable to Hanger 9 shall be allocated to the Class 9 Limited Partner..
Any income or expense not attributable to Hangars 1, 2, 3, 4, 5, 6, 7, 8 or 9 shall be
allocated in accordance with the Partners' percentage Interest in the Partnership.
4.2. Allocations of Built In Gain~ In accordance with 704(b) and 704( c) of the Code
and Treasury Regulation Section t704-1(b)(2)(iv)(f) and (g) thereunder, all Federal Income Tax
Items attributable to property contributed by the Partners shall be allocated among the Partners to
take into account the variation between the Agreed Value and adjusted tax basis of the property
as of the time of contribution.
4~3. Character of Allocations. Whenever any Federal Income Tax Items allocable
under this Agreement consist of items of different character for tax purposes (e.g., ordinary
income, long-term capital gain, interest expense, etc.), the Federal Income Tax Items allocable to
each Partner shall be deemed to include his pro rata share of each such item, in accordance with
his respective share of Federal Income Tax Items from the transaction in which such items were
realized or, if it is not possible to identify each Partner's respective share from specific
transactions, then in accordance with his respective share of the Federal Income Tax Items from
all similar transactions during the year or, ifthis also cannot be determined with certainty, then in
accordance with each Partner's respective share of the Partnership's entire Federal Income Tax
Items for the year in which such items were realized. Notwithstanding the foregoing, if the
Partnership realizes depreciation recapture income pursuant to Section 1245 or Section 1250 (or
other comparable Section) of the Code as the result of the sale or other disposition of any asset,
the allocations to each Partner hereunder shall be deemed to include that portion of such
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depreciation recapture as the total amount of deductions for tax depreciation of such asset
previously allocated to such Partner bears to the total amount of deductions for tax depreciation
of such asset previously allocated to all Partners. This paragraph shall be construed only to affect
the character, rather than the amount, of any items of income, gain and loss.
4.4. Allocation of Partner Nomecourse Deductions. Notwithstanding the provisions of
Sections 4.1, 4.2 and 4.3. items of loss, deduction and Section 705(a)(2)(B) Expenditures
attributable, under Treasury Regulation Section 1.704-2(1), to partner nomecourse debt, as
defined in such section of the Regulations, shall (prior to any allocation pursuant to Sections 4.1.
4~2 or 4~3) be allocated, as provided in Treasury Regulation Section 1.704-2(i), to the Partners in
accordance with the ratios in which they bear the economic risk of loss for such debt for
purposes of Treasury Regulation Section 1~752-2..
4~5~ Minimum Gain Chargeback~. Notwithstanding any other prOVISIon in this
Agreement, if in any fiscal year, or other period, there is a net decrease in the amount of the
Partnership's Minirnwn Gain, or in the Minimum Gain that would result if partner nonrecourse
debt (within the meaning of Treasury Regulation Section 1~704-2(b)(4)) were treated as a
Nonrecourse Liability of the Partnership, then, prior to any other allocation pursuant to this
Article IV. each Partner shall be allocated items of income and gain (including gross income) for
such year or other period (and, ifnecessary, for subsequent years) to the extent and in the manner
provided in Treasury Regulation Section 1~704-2(f) and (i). This Section 4~5 is intended to
satisfy the provisions of Sections 1.704-2(f) and (i) of the Regulations and shall be interpreted
consistently therewith~
4.6. Oualified Income Offset. Pursuant to Treasury Regulation Section 1.704-
l(b) (2) (ii) (d) , income of the Partnership shall he allocated, after the allocations required by
Section 4.5 but before any other allocation required by this Article IV, to the Limited Partners
with deficit balances in their Capital Accounts in an amount and in the manner sufficient to
eliminate such deficit balances as quickly as possible. This Section 4.6 is intended to satisfy the
provisions of Treasury Regulation Section 1. 704-1 (b )(2)(ii)( d) and shall be interpreted
consistently therewith~
4..7~ Limitations on Loss Allocations to Limited Partners~ Notwithstanding any other
provision of this Agreement to the contrary, ih no event shall net loss (or items thereof) of the
Partnership be allocated to a Limited Partner if such allocation would result in such Limited
Partner having a negative balance in his Capital Account (unless, prior to such allocation, such
Limited Partner agrees in writing that. following the distribution of all Partnership property as
provided in Section 8.4. it shall be obligated to restore the amount of such Capital Account
deficit to the Partnership). Any allocation to a Partner which is prevented by the operation of the
preceding sentence shall be reallocated to the other Partners in accordance with the remaining
provisions of this Article N and subject to this:. Section 4.7~
4.8. Curative Allocations. If any Federal Income Tax Items and Section 705(a)(2)(B)
Expenditures are allocated to a Partner pursuant to Sections 4.4't 4.5" 4~6 and 4~7 of this
Agreement, then, prior to any allocation pursuant to Section 4.1 and subject to Sections 4.4~ 4.5.
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4.6 and 4.7, Federal Income Tax Items and Section 705(a)(2)(B) Expenditures for subsequent
periods shall be allocated to the Partners in a manner designed to result in each Partner having a
Capital Account balance equal to what it would have been had such allocation of items of
income, gain or loss and Section 705(a)(2)(B) Bxpenditures not occurred under Sections 4.42 4.5.
4.6 and 4.7.
4.9~ Interest in Partnership Profits. Pursuant to Section 1.752-3(a)(3) of the
Regulations, the Partners' interest in Partnership profits for purposes of determining the Partners'
proportionate share of the excess nonrecout~e liabilities (as defmed in Treasury Regulation
Section 1.752-3(a)(3)) of the Partnership shaUbe determined in accordance with their respective
percentage Interests~
4~ 1 O~ Minimum Allocation~ If at any time the allocation provisions of this Article IV do
not result in the allocation to the General Paltners of at least 1 % of each of the Partnership's
material items of income, gain, loss, deduction or credit, the General Partners shall be allocated
so much of each of those items as will cause the General Partners to be allocated at all times
l~O% of each of those items. However, the 1.0% standard of this Section shall not take
precedence over the allocations required by fSection 704( c) of the Code or the provisions of
Section 4.5.
4.11. Intemretation. The provisions of this Article IV and Article II (and all other
relevant provisions of this Agreement) relating to the maintenance of Capital Accounts are
intended to qualify with Sections 1.704-l(b)(2)(iv) of the Treasury Regulations and shall be
interpreted and applied in a manner consistent ~th such regulations.
ARTICLE V
RIGHTS AND OBLIGATIONS OF THE PARTNERS; AMENDMENTS
5.1. Generally. At all times during the term of the Partnership, the General Partner
shall be the sole manager of the Partnership! and shall have the sole, absolute, and exclusive
power, authority and discretion in the conduct of the business and affairs of the Partnership
without the concurrence, agreement or confirmation of any Limited Partner. At no time during
the term of the Partnership shall any Limited Partner have any authority whatsoever to take any
action on behalf of the Partnership or to obligate the Partnership to any third party.
5.2. Managing General Partner to Manage. The General Partner shall be the Managing
General Partner. The General Partner shall make all decisions affecting the business and affairs
of the Partnership and use its abilities and best efforts to carry out the purposes for which the
Partnership was organized.. Without limiting the generality of its powers, the General Partner is
hereby expressly vested with the full and plenary power to:
(a) Contracts and A2feements. Execute and deliver any and all contracts and
agreements, including purchase, joint venture, subleases, development and management
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ LTD. - Page 16
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agreements, binding the Partnership. in furtherance of the business purposes of the
Partnership;
(b) Deeds and Assignments. Execute and deliver, and receive or pay the
consideration for, all deeds and assignments of properties or other interests transferred or
acquired by the Partnership (with or without general, special, or any other warranties);
(c) Elections. Make all elections or decisions, and bind the Partnership
thereby, that may be necessary or permissible in connection with any purchase, joint
venture or agreement or other type of ~ontract under which an interest in properties is to
be acquired, developed, managed, sold or assigned by the Partnership;
(d) Leases. Enter into and "maintain subleases or other leases and renew and
extend any leases the General Partner deems necessary.
(e) Drafts. Execute and deliver all checks, drafts, or other orders for payment
of funds belonging to the Partnership;
(f) Borrow. Borrow funds as provided for herein and execute deeds of trust
or mortgages or otherwise hypothecate the properties of the Partnership as security
therefor;
(g) Powers of Attornev. Execute powers of attorney, consents, waivers and
other documents that may be necessary before any court, administrative board or agency
of any governmental authority affecting the properties owned by the Partnership;
(h) Title to Prooerty. Take and hold title to property, execute evidences of
indebtedness or other obligations or instruments in its name or the name of a nominee all
on behalf of the Partnership and with or without disclosing the true owner or party in
interest thereto. The Partnership shall be solely entitled to all rights, titles and interests
held by the Managing General Partner or nominee on behalf of the Partnership and solely
liable for all expenses, costs and other. obligations incurred in connection therewith~ All
such instruments so executed may be transferred into the name of the Partnership by
assignment or othenvise or held in the name of the Managing General Partner or nominee
as the Managing General Partner may determine; provided, always, that the Managing
General Partner shall keep as part of the books and records of the Partnership and
properly account on its books for each such contract, deed, note or other instrument
indicating the nominal parties thereto, date, thereof and general description of such
document;
(i) Instruments. In general,: execute all instruments of any kind or character
that may be necessary or appropriate in connection with the business of the Partnership.
5.3. Third Parties. No person dealing with the General Partner shall be required to
determine its authority to make any undertaking or to execute any instrument on behalf of the
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Partnership, nor to detennine any fact or circumstance bearing upon the existence of such
authority, and all such instruments or undertakings shall contain such provisions the Managing
General Partner deems expedient.
5~4~ Oblie:ations of the General Partner as Partnershio Manager. The General Partner
shall manage the Partnership affairs in a prudent and businesslike manner, and in accordance
with good practices in the industry~ The General Partner at all times shall act in the best interests
of the Partnership in fulfillment of the purposes herein expressed. Except to the extent that such
duty cannot be disclaimed under applicable law, no partner shall owe a fiduciary duty to the
Partnership or to any other Partner, nor shall the General Partner be liable to the Partnership or
any Partner for any action taken or not taken in good faith and in the reasonable exercise of
business judgment"
5.5. Reimbursement and Compensation to the Managing General Partner~ The
General Partner shall receive as full and complete compensation for its services as General
Partner the following amounts:
(a) Expenses. The General Partner may charge to the Partnership and be
reimbursed or payout of Partnership funds, as and when available, all reasonable
expenses incurred by the General Partner in the operation of the Partnership.
(b) Management Fees~ The General Partner will be entitled to receive a
reasonable management or similar fee. for its services as General Partner as agreed upon
by the General Partner and all Limited.~Partners..
i
(c) Participation in Revenues~ The General Partner will be entitled to receive
the allocations and distributions set forth in Articles III, N and VIII..
5,,6. Sale or Refinancing of Assets".: The General Partner may sell or refinance all or
any portion of the assets of the Partnership with the Approval of the Limited Partners..
5. 7. Removal of General Partner. The Limited Partners will have no right to remove
General Partner; except that the Limited Partners by Approval of the Limited Partners may
remove the General Partner in the event of the insolvency or Bankruptcy of the General Partner
or a change in control of the General Partner. Following removal of the General Partner, the
removed General Partner's interest shall be converted into the interest of a Limited Partner,
having the same number of percentage Interest in the Partnership, if another General Partner
exists or is appointed. Following removal of the General Partner, the Partnership may be
reconstituted and continued pursuant to Section 8..2.. If there remains at least two General
Partners, the Limited Partners shall designate by Approval of the Limited Partners which
remaining General Partner shall serve as Managing General Partner if the remaining General
Partners elect to continue the business pursuant to Section 8.2(a) of this Agreement. If no
General Partners remain and (i) Limited Partners elect to reconstitute and continue the
Partnership pursuant to Section 8.2(b) of this Agreement, and (ii) the Limited Partners appoint
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more than one General Partner, the Limited Partners by Approval of the Limited Partners shall
designate which General Partner shall serve as-Managing General Partner~
5.8. Other Permissible Activities. Notwithstanding the existence of this Agreement,
the Partners may engage in whatever activities they choose, without regard to the amount of time
such activities require, the amount of time such Partner is able to devote to the Partnership
because of such activities, or whether such activities may compete with the Partnership or
othelWise, including, without limitation, the acquisition, ownership, developing, leasing,
operating or managing of other properties or interests of whatever character or description
without having or incurring any obligation, fiduciary or otherwise, to disclose or to offer any
interest in such activities to any Partner, or for any putpose being deemed to have a conflict of
interest with such Partner's duties and obligations to the Partnership because of such other
activities~
5.9. Limited Liabilitv. No Limited Partner shall be liable to the Partnership or for any
debts, liabilities or losses of the Partnership, except to the extent of its Interest in the Partnership.
5.10. Management of Business. No Limited Partner (other than the General Partner)
shall participate in the operation, management or control of the Partnership's business, transact
any business in the Partnership's name or have the power to sign documents for or otherwise
bind the Partnership, except in his capacity (if-any) as an employee or agent of the Partnership or
the General Partner. The transaction of any such business by an employee or agent of the
Partnership or the General Partner in his capacity as such shall not affect, impair or eliminate the
limitation on the liability of any Limited Partner or Assignee under this Agreement
5.11. Return of Capital. No Limited Partner shall be entitled to the withdrawal or
return of its capital contribution, except to the; extent, if any, that distributions made pursuant to
this Agreement or upon termination of the Partnership may be considered as such by law and
then only to the extent provided for in this Agreement.
5.12. Examination of Partnership Records. Each Limited Partner or its representative
may at reasonable times and on reasonable.: advance notice to the Partnership, examine the
records (where such records are maintained) or property of the Partnership or otherwise make
reasonable inquiry as to the Partnership affairs.
5.13. Amendment of Agreement. Amendments to the Agreement shall require approval
by the General Partners and all of the Limited.Partners except that amendment of any section of
this Agreement.
ARTICLE VI
TRANSFER AND ASSIGNMENT OF INTERESTS
6.1. V oluntarv Transfers bv Partners: Withdrawal. Except as provided in Sections 6.2
and 6.3, no Partner may, without the prior' approval of the General Partner, sell, transfer,
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encumber or assign his Interest in the Partnership. Furthermore, a Partner may not withdraw
from the Partnership until the termination of the Lease, as the same may be modified, amended,
renewed or extended, without the prior written consent of the General Partner and Limited
Partners holding no less than two-thirds of the percentage Interests of all Limited Partners.
6.2. Permitted Transfers. A Limited Partner may make a gift of all or any part of his
Limited Partnership Interest to (i) any trust which is expressly revocable by such Partner, and (ii)
with the written consent of the General Partner, to any other person, trust, corporation,
partnership or other entity. If a trust is a Limited Partner, it may distribute its Partnership Interest
to its beneficiaries incidental to the termination of such trust, and its recipient beneficiaries shall
be admitted as Substitute Limited Partners upon their respective written agreement to accept the
rights, duties and obligations of a Limited Partner under the terms of this Agreement. The costs
of effectuating such substitution shall be borne by the Partner(s) being substituted.
6.3. Right of First Refusal. A Partner may sell or transfer all or any part of his
Partnership Interest after first complying with the provisions of this Section 6.3~ and not
otheIWise.
(a) Notice Required. Such selling Partner shall deliver to the non-selling
Partners a written notice (the nNoticeH) in which he shall:
(i) State his intention to sell or dispose of his Partnership Interest or a
portion thereof; ,
(ii) State the price aild terms of the best bona fide offer he has received
for the purchase of such Partnership Interest and the name and address of the
offeror(s) making such offer; arid
(iii) Offer to sell such Partnership Interest to the non-selling Partners at
any time within 20 days after the delivery of such written notice on the same
terms and conditions, and in the proportions described in subsection (b) below.
(b ) Option. At any time during the 20-day period after the delivery of the
Notice, the non-selling Partners sh:dl have the right and option to purchase the
Partnership Interest so offered by the selling Partner on the same price~ but such price
shall be paid in ten equal installments of principal with interest at six percent (6%) per
annum. If more than one (1) non-selling Partner elects to purchase the selling Partner's
Interest, the Partner's electing to purchase such Interest shall purchase the Interest pro
rata in proportion to the percentage Interests of all purchasing Partners. If the selling
Partner's Partnership Interest is not purchased by the non-selling Partners, the selling
Partner may. subject to the other provisions of this Agreement~ sell any unsold portion of
the Partnership Interest designated in the Notice within 30 days thereafter, provided that:
(i) The sale, transfer, assignment and conveyance of such Partnership
Interest is expressly made subject to the provisions of this Agreement;
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES. LTD. - Page 20
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(ii) The purchaser assumes all of the obligations of the selling Partner
undertlrisA~eemem;and
(iii) The terms of sale comply in all respects with the terms stated in the
Notice..
If the sale is not completed within such 30;..day period, the Notice given to the non-selling
Partners shall be deemed to have expired, and a new Notice and option shall be required before
the selling Partner effectuates any sale or disposition of the selling Partner's Partnership Interest.
6.4. Involuntary Transfers.
(a) The following shall be considered as an involWltary transfer of an Interest:
(i) the death, divorce, insolvency, bankruptcy or legal incapacity of a Partner who is an
individual; (ii) in the case of a Partner who is an entity, its insolvency or bankruptcy or
any change of control or change in o~ership which does or could effect a change of
control; and (iii) in the case of any Partner, a foreclosure (judicial or extra-judicial) or
other transfer in satisfaction of an encumbrance on an interest.
(b) In the case of a transfer resulting from death, incapacity or bankruptcy the
personal representative, guardian or trustee shall have the rights of a Limited Partner for
the sole purpose of settling the estate of such Partner. Any other successor in interest or
transferee shall have the rights of a Limited Partner only for the purpose of and as
necessary to dispose of the Interest pursuant to the provisions of this Article VI. During
the period of ownership, the personal representative, guardian, trustee, successor in
interest or transferee shall hold the Interest subject to the terms of this Agreement and
shall keep and perform all covenants and obligations of a Limited Partner..
(c) Any personal representative, guardian, trustee, successor in interest or
transferee must dispose of the Interest:within one year after vesting of the Interest. Any
disposition shall in all respects be subject to all provisions of this Agreement including
Section 6.3. In the event a disposition:, is not consummated within this one-year period,
the General Partner shall have the option to purchase the Interest at the price and upon the
terms specified in Section 2.7(e) upon:giving notice of option exercise within forty-five
(45) days after expiration of the one-year period. In the event the General Partner fails to
exercise the option, one or more Limited Partners (excluding the successor or transferee)
shall have the option to purchase upon the terms and at the price specified in Section
2~7(e) exercisable by written notice within seventy-five (75) days after expiration of the
one-year disposition period.
(d) in the event the Interest is not sold or disposed of within the one-year
period and is not purchased pursuant to Section 6.4( c). the personal representative,
guardian, trustee, successor in interest or transferee shall continue to hold the Interest
;
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ LTD~ - Page 21
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under the terms of Section 6.4(b) and shall be admitted as a Limited Partner only as
provided in Section 6~5.
6..5.. Substituted Partners..
(a) Limited Partners~ A person shall be admitted as a Substituted Limited
Partner after final consummation of the purchase of a Limited Partnership Interest in
accordance with this Article VI only upon the written approval by both the General
Partners and Limited Partners holding two-thirds of the percentage Interests of all
Limited Partners, which consent may be given or withheld in their absolute discretion.
(b) General Partner.. A person may be admitted as a Substituted General
Partner only upon the unanimous approval of all of the other Partners, which consent
may be given or withheld in their absolute discretion. The rights of an assignee or other
successor in interest not admitted as a Substitute Partner shall be limited to receipt of his
transferor's share of distributions and ~llocations as determined under Articles III, IV and
VIII. The successor in interest to such deceased General Partner shall have the rights of a
Limited Partner for the sole purpose of settling the estate of the deceased Partner and
may transfer the Interest of such Partner only pursuant to the provisions of this Article VI
but shall have no right to vote or approval rights~
6..6. Ootion At Death or Termination. On the death or termination of the General
Partner and if the Partnership is reconstituted, the surviving Partners shall have the option to
purchase the General Partnership Interest of such deceased or Terminating General Partner at a
price equal to the Capital Account balance of the deceased General Partner's General Partnership
Interest, after adjusting the Partners' Capital Accounts in the manner set forth in Sections 3.4(a)
and 3.4(b)~ determined as of the date of the General Partner's death or termination. Each Partner
choosing to exercise such option shall purchase a portion of the deceased or terminated Partner's
Interest that bears the same ratio as such purchasing Partner's percentage Interest bears to the
percentage Interest of all Partners choosing to purchase such deceased Partner's Interest. This
option to purchase the General Partnership Interest of a deceased or terminated General Partner
must be exercised by notice delivered to the:" personal representative of the deceased General
Partner on a date no later than one hundred twenty (120) days after the date of death or
termination~
6.7.. Designation of Reoresentative. If the Partnership Interest of a deceased Partner
passes to more than one trust, beneficiary (upon termination of a trust), heir or devisee (the
"Distributee"), the Distributees shall, within ninety (90) days after such distribution, deliver to
the Partnership and all other Partners a written instrument designating one person to act as the
agent of and for the Distributees. Upon the written consent of the General Partner, the
requirement of the preceding sentence may be 'waived by the Partnership~
6..8.. Further Restrictions on Transferabilitv. Notwithstanding anything herein to the
contrary, no Partner may sell, transfer, assign, give or bequeath any interest in the Partnership if
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES. LTD. - Page 22
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such transfer violates any federal or state securities laws or, without the unanimous Vote
approval of the Partners, results in a terminati,on of the Partnership within the meaning of Code
Section 708(b). .
ARTICLE VII
ADMINISTRATIVE MATTERS
7 ~ 1.. Books" Records and Reports.. The books and records of the Partnership, an
executed counterpart of this Agreement and all amendments hereto, and a list of the names,
residence addresses and Partnership Interests held by each Partner shall be maintained at the
principal office of the Partnership~
7 ~2~ Accounting Method~ The books and records of the Partnership shall be kept on a
method of accounting determined by the General Partner, in accordance with the terms of this
Agreement and the method of accounting, as.. may be applicable hereto applied in a consistent
manner, or on such other method as may be required by the Code. The accounting year of the
Partnership shall be the calendar year~
7~3. Reports. The Partnership shall prepare or may engage a certified public
accountant to prepare the Partnership's annu~l income tax return Form 1065 and the return
required by Code Section 6050K (relating to sales or exchanges of interests in the Partnership)
and such fmancial statements as the General Partners determine~
7 ~4~ Accounts. All funds of the Partnership shall be deposited in a separate account or
accounts in the name of the Partnership at such financial institutions as the General Partner
determines~
7.5 ~ Tax Elections. The General Partners may cause the Partnership to make or revoke
the election referred to in Code Section 754 or any similar provision enacted in lieu thereof, and
with or without any other election or option that may be available to the Partnership under the
Code. No election shall be made for the Partnership to be excluded from the application of the
provisions of Subchapter K of the Code~
7~6.. Tax .Matters Partner. The General Partner shall be the "Tax Matters Partner"
referred to in Code Section 6231(a)(7), for Partnership audit proceedings; provided, however,
that the Partners may elect a substitute Tax Matters Partner..
ARTICLE VIII
DISSOLUTION, RECONSTITUTION AND WINDING UP
8~ 1.. Causes for Dissolution.. The Partnership shall be dissolved and its affairs wound
up on the date set forth in Section 1.6 of this Agreement. The Partnership shall be dissolved prior
to such date upon the happening of any of the following events:
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES.. L TD~ - Page 23
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(a) Vote~ A determination by the General Partner and the approval of Limited
Partners holding two-thirds of the percentage Interest of all Limited Partners that the
Partnership should be dissolved.
(b) Insolvency of Partnership. The adjudication of insolvency or Bankruptcy
of the Partnership, or an assigmnent by the Partnership for the benefit of creditors; or
(c)
Partner..
Withdrawal of General :Partner. Any "Event ofWithdrawalH of a General
The Partnership shall not be dissolved upon the death, dissolution, or Bankruptcy of a
Limited Partner nor upon the insolvency, or legal incapacity of any Partner. The disposition and
sale of all or substantially all of the assets of the Partnership shall not, in and of itself, result in
the dissolution of the Partnership~
8.2. Reconstitution of Partnership After Dissolution. On dissolution of the Partnership,
the Partnership may be reconstituted, and its business continued, as follows~
(a) If General Partners Remain~ If there remains at least one General Partner,
the Partnership shall be automatically reconstituted if the remaining General Partners
elect to continue the business~
(b ) If No General Partner Remains~ If no General Partner remains, the
Partnership shall be reconstituted if, within 90 days of the dissolution and in accordance
with Section 8.03(2) of the Act, the remaining Partners unanimously (i) agree in writing
to continue the business of the Partnership and (ii) agree to the appointment of one or
more new General Partners effective as of the date of withdrawal of the last former
General Partner, and the business of the Partnership shall be carried on by such newly
appointed General Partner or Partners. '
8~3.. Winding UD~ If the Partnership is not reconstituted upon dissolution, the
Partnership shall engage in no further business other than as may be necessary to wind up its
affairs and to distribute its assets. Such liquidation shall be handled by the remaining General
Partners (other than any remaining General Partner or Partners who wrongfully dissolved the
Partnership), if any, otherwise, by the Limited Partners or such person as liquidating trustee as is
appointed by Limited Partners holding majori~y of the percentage Interests of all of the Limited
Partners. The liquidating trustee may be a Partner or a qualified third party. (The remaining
General Partner or Partners, Limited Partner or Partners, or liquidating trustee is sometimes
referred to in this Agreement as the "LiquidatorU ~ )
8.4. Disposition of Assets. On the liquidation and dissolution of the Partnership and by
the later of the end of the taxable year in which the liquidation occurs or ninety (90) days after
the date of liquidation:
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ L TD~ - Page 24
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(a) Determination of Partnershio Assets~ The Liquidator shall determine the
interest of the Partnership in each Partnership property.
(b ) Valuation of Partnership Assetstt.. The Liquidator shall determine tbe.
value of the Partnershipts properties and adjust the Capital ACcolU1ts of the Partners in
the manner described in Sections 3..4(a) and ili.l hereof.
(c) Final Statement of ACCOlUlt.. The Liquidator shall cause a fmal statement
of account to be prepared, which shall show with respect to each Partner the status of
such Partner's Capital Account and the amount, if any, owing to the Partnership. Such
statement of each Partner's Capital Account shall reflect the allocations set forth in
Articles ill and IV and the allocation of the gain and losses to the Capital Accounts as
provided in subsection (b) above~
(d) Payment of Third Party Debts. The Liquidator shall pay all Partnership
debts owing to creditors other than .Partners, or otherwise make adequate provision
therefor.
(e) Reoavment of Loans From Partners. The Liquidator shall repay loans, if
any, from the Limited Partners and then from the General Partners to the Partnership, or
otherwise make adequate provision therefor.
(1) Distribution of Liquidating Proceeds. The Liquidator shall distribute all
Partnership property (or cash from a; sale thereof) to each Partner proportion to the
percentage Interests of all Partners. :
(g) fudebtedness Owed bv Partners. Notwithstanding the foregoing, if any
Partner is indebted to the Partnership, the Liquidator shall, until such Partner repays the
Partnership, retain such Partner's distributive share of Partnership properties and apply
such distributive share to the full discharge and payment of such indebtedness, and
deliver the balance of such distributive share, if any, to such Partner.
(h) Compliance Provisions. The Liquidator shall comply with any
requirements of the Act or other applicable law, pertaining to the winding up of a
partnership, at which time the Partnership shall stand terminated.
8..5 ~ Reserves~ In winding up the affairs of the Partnership and distributing its assets,
the Liquidator shall set up a reserve to meet any contingent or unforeseen liabilities or
obligations and deposit funds for such purpose, together with funds held by the Partnership for
distribution to Partners which remain unclaimed after a reasonable period of time, with an
escrow agent for the purpose of disbursing such reserves and funds. At the expiration of such
period as the Liquidator deems advisable, the Liquidator shall authorize and direct the escrow
agent to distribute the balance thereafter remaining in the manner provided in Section 8~4 above..
~ AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES" LTD~ - Page 25
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ARTICLE IX
MISCELLANEOUS
9.1. Binding Effect. Subject to the limitations on transferability and assignment
contained in this Agreement, each and all of the covenants, terms, provisions and agreements
contained herein shall bind and inure to the benefit of the successors, transferees, heirs and
assigns of the respective parties hereto.
9.2. Descriotive Headings. The captions included herein are for administrative
convenience only and shall be disregarded in interpreting any of the terms or provisions of this
Agreement.
9.3. Attomevs~ Fees. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys' fees and all other costs and
expenses of litigation from the other party, which amolUlts shall be in addition to any other relief
that may be awarded.
9.4. Gender and Number. Whenever the context requires, all words used herein in the
male or neuter gender shall include the female or neuter genders; all singular words shall include
the plural, and all plural words shall include the singular.
9.5. Texas Law to Govern. This Agreement shall be controlled, construed and given
effect by and under the laws of the State of Texas.
9.6. Multiole Counterparts Execution Pages. This Agreement may be executed in
multiple counterparts, all of which, taken together, shall be deemed an original. It shall not be
necessary for each Partner to sign the same execution page hereof; execution pages with respect
to each Partner may be attached to this Agreement with the same effect as though each Partner
had signed the same page.
GENERAL PARTNER:
LOCKHEED INVESTORS, L.L.C.
By:
John Vann,.Manager
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED .ASSOCIATES. LTD. - Page 26
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LIMITED PARTNERS:
Class 1 Limited Partner
JVC HANGARS, L.L.C.
By:
e
John Vann,.Manager
Class 2 Limited Partner
JVC HANGARS, L.L.C.
By:
John Vann,.Manager
Class 3 Irimited Partner
JVC HANGARS, L.L.C.
By:
J~hn Vann,.Manager
Class 4 Limited Partner
JVC HANGARS, L.L.C.
By:
John Vann,.Manager
Class 5 Limited Partner
JVC HANGARS, L.L.C.
By:
John Vano, Manager
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ LID. - Page 27
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Class 6 Limited Partner
JVC HANGARS, L.L.C.
By:
e
John Vann, Manager
Class 7 Limited Partner
JVe HANGARS, L.L.C.
By:
John Vann, Manager
Class 8 Limited Partner
JVC HANGARS, L.L.C.
By:
John Vann, Manager
Class 9 Limited Partner
JVC HANGARS, L.L.C.
By:
J9hn Vann~Manager
AGREEMENT OF PARTNERSHIP OF 4736 LOCKHEED ASSOCIATES~ L TD~ - Page 28
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Capital Contributions
General Partner:
Exhibit tt A"
4736 Lockheed Investors, L~L.C.
Limited Partners:
Class 1 Limited Partner
JVC Hangars, L.L.C~
Class 2 Limited Partner
JVC Hangars, L~L~C.
Class 3 Limited Partner
lVe Hangars, L~L.C.
Class 4 Limited Partner
JVC Hangars, L..L.C.
Class 5 Limited Partner
JVC Hangars, L..L..C.
Class 6 Limited Partner
JVC Hangars, L.L..C~
Class 7 Limited Partner
lVe Hangars, L.L.C.
Class 8 Limited Partner
NC Hangars, L.L~C.
Class 9 Limited Partner
JVe Hangars, L~L.C.
EXHIBIT nA"... Page 1
$10..00
$110.00
$110.00
$110.00
$110.00
$110.00
$110.00
$110.00
$110.00
$110.00
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Partnership Interest
General Partner:
4736 Lockheed Investors, L.L.C. 1 %
Limited Partners:
Class 1 Limited Partner
JVC Hangars, L..L.C~
11%
Class 2 Limited Partner
JVC Hangars, L..L..C.
11%
Class 3 Limited Partner
JVC Hangars, L..L.C.
11%
Class 4 Limited Partner
lVe Hangars, L.L.C..
11%
Class 5 Limited Partner
NC Hangars, L~L..C.
110/0
Class 6 Limited Partner
NC Hangars, L.L.C..
11%
Class 7 Limited Partner
lVe Hangars, L.L~C.
110/0
Class 8 Limited Partner
JVC Hangars, L~L.C.
11%
Class 9 Limited Partner
lVe Hangars, L.L~C.
11%
EXHmIT 11 A" - Page 2
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DRAFT MINUTES
AIRPORT ADVISORY BOARD MEETING
JULY 12, 2006
After determining that a quorum was present, the Airport Advisory Board convened for a
Regular Meeting on Wednesday, July 12,2006 at 5:30 p.m. in the Denton Civic Center Building
in the Community Room at 321 East McKinney, Denton, Texas.
BOARD MEMBERS PRESENT: Chairman Rick Woolfolk, Vice Chairman Don Smith, Jay
Anderson, Charles Brown, Bob Eames, Larry Luce, and John Kristoferson.
BOARD MEMBERS ABSENT: None
STAFF MEMBERS PRESENT: Mark Nelson, Chief Transportation Officer, Tim Whitman,
Airport Manager, Herb Prouty, Consulting Attorney, and Julie Mullins, Aviation Assistant.
PUBLIC PRESENT: John Vann and Jan Vann
ITEMS FOR INDIVIDUAL CONSIDERATION
IV. Receive a report, hold a discussion and give staff direction concerning a request for
the City of Denton to approve consent to subleases from JVC Real Estate L.L.C. to
4736 Lockheed Associates, Ltd and related transactions on property under the ground
lease covering approximately 1.240 acres of land located at 4736 Lockheed Lane,
Denton, Texas and approving a fractional interest concept which subdivides the lease
into nine separate units allowing a partial transfer, sublease and assignment of these
units subject to compliance with city code requirements; and providing an effective
date. The Airport Advisory Board reserves the right to convene into executive
session for deliberations regarding real property - Under TEXAS GOVERNMENT
CODE Section 551.072.
Mr. Whitman briefly described how the lease assignment, the fractional lease concept
and the subleases would work. He explained that JVC Real Estate L.L.C. would
assign the ground lease to 4736 Lockheed Associates, Ltd. who would be responsible
for the lease agreement and would administer subleases of the nine individual units.
There will be a $500.00 one time transfer fee for the assignment. Airport
Management also recommends that a fee be charged in the amount of $250.00 per
sublease for administrative processing and attorney fees. Mr. Vann is aware of the
associated fees. Airport Management recommends moving forward with the
assignment.
Mr. Brown questioned who will be the responsible party for payment on the subleases
if they do not pay; Mr. Prouty stated that the leaseholder which would be 4736
Lockheed Associates, Ltd. is responsible for payment of the ground lease to the City,
not the subleases.
Exhibit 7
AIRPORT ADVISORY BOARD DRAFT MINUTES
JULY 12, 2006
PAGE 2
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Mr. Anderson expressed concerns regarding his understanding of the concept. He
questioned whether the hangar units stand as individual units or a common unit; is it a
condo, a fractional ownership or is it a lease.
Mr. Prouty clarified that the wording on the documents has changed from
condominium style to fractional interest concept.
Mr. Vann explained the reason this project is being developed as a fractional interest
concept is so a lender may be provided with a security interest that a title company
will accept. Mr. Vann stated that what he is doing is building a large building with
dividing walls that will end up being 60 x 60 units.
Mr. Whitman stated that the way he understands the concept, it will basically allow a
tenant to lock down their rent for a 30 year period by obtaining a note from a bank for
the entire amount. He has seen this concept work well at other airports he has
managed.
Mr. Kristoferson asked how various expenses such as property tax will be handled.
Mr. Vann stated that it will be divided equally among the subleases unless a single
unit is modified raising that unit's property tax. Then that particular unit owner will
be billed for the increase.
Mr. Anderson stated that he still was not comfortable with this concept of limited
partnerships on the Airport and would prefer to allow only standard subleases on the
Airport.
Dr. Smith commented he supported the concept.
A motion was made by John Kristoferson to approve the request of the subleases
and assignment of these units subject to compliance with City code requirements
and modified to include the sublease fee of $250.00. Dr. Smith seconded the
motion. Motion carried 6-1.
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
DEP ARTMENT:
CM:
Human Resources
Howard Martin, 349-8232 ..
SUBJECT
Consider approval of an ordinance of the City Council of the City of Denton, Texas authorizing
the City Manager to execute a professional services agreement with T.R. Edgar & Associates, for
consulting services relating to a wage and salary survey and to initiate discussions regarding
compensation philosophy and mechanics for the City of Denton, Texas (in an amount not-to-
exceed $54,500); authorizing the expenditures of funds therefore; and providing an effective
date.
BACKGROUND
Having a competitive compensation program is a key component to attracting and retaining
qualified employees. Our current compensation system was implemented in 1992. Since that
time, we have had several challenges with it. A history of our compensation program, along
with the challenges we face today, was presented to Council in February 2006 in the form of a
white paper. This came on the heels of a Compensation 101 presentation to Council by Rollie
Waters, President and founder of the Waters Consulting Group, Inc. Staff provided an overview
of the white paper in a work session on February 21,2006.
Staff recognizes that addressing the challenges of the compensation program can not be
completed in one year. In fact, staff has been prioritizing the issues and determining where
resources should be focused. One of the first challenges to address is to ensure we have good
market data in which to compare ourselves. For the current fiscal year, $100,000 has been
budgeted to assist us with our compensation program analysis. Obtaining good, accurate data is
difficult and time consuming. Therefore, staff is recommending hiring a compensation expert to
assist with a market survey. The data obtained from the survey will assist us in analyzing our
pay plan structure and making future recommendations about pay.
The survey will consist of approximately 60 General Fund positions, 25 Water/Wastewater
positions, and 15 Solid Waste positions, using a total of 25 cities/organizations. A listing of
cities/organizations to survey by position type is included in Attachment 2.
Tom Edgar, owner of T.R. Edgar & Associates, is being recommended to conduct the wage and
salary survey. Mr. Edgar first came to our attention because of his copyrighted compensation
plan that was implemented at Bryan Texas Utilities (BTU) and the City of Bryan. BTU has been
very pleased with the flexibility and ease of use of the program. It has allowed them to make the
on-going adjustments that have been necessary over the past few years to attract and maintain the
talent they need to function effectively. The program was so successful at BTU that the City of
Bryan asked Mr. Edgar to develop a similar program for the general government organization.
Mr. Edgar has also done some work for Texas Municipal Power Association (TMP A).
1
Tom Edgar was invited to Denton on May 19, 2006, to make a presentation to the leadership
team. During this presentation he expanded on the compensation education that began in
December of 2005 with Rollie Waters with the Waters Consulting Group and provided an
overview of his copyrighted compensation plan. His plan intrigued members of the leadership
team, and Electric expressed some interest in learning more about it. If we are going to continue
exploring Mr. Edgar's copyrighted compensation plan to determine if it can benefit certain parts
of the organization, it makes sense for us to utilize his services to conduct a wage and salary
survey. Utilizing one consultant for the wage and salary surveys for DME (included as a separate
City Council agenda item), Water, Wastewater, Solid Waste, and the General Fund helps ensure
we receive consistent information and reports.
Mr. Edgar's proposal and biography have been attached for your reference (Attachments 3 and
4).
PRIOR ACTION/REVIEW (Council.. Boards.. Commissions)
There has been no prior action.
FISCAL INFORMATION
The cost for the wage and salary survey will not exceed $54,500. Approximately $33,500 will
be charged to the General Fund. The remainder of the cost will be charged to the Water,
Wastewater, and Solid Waste funds. This amount includes the fee for conducting the wage and
salary survey as well as estimated expenses. It should be noted that staff will work with Mr.
Edgar to determine if benchmarking data can be found for selected positions using the survey
conducted by the Texas Municipal League (TML), which will reduce this cost.
EXHIBITS
1. Ordinance
2. Benchmark Organizations by Job Type
3. Tom Edgar's Proposal
4. Bio for Tom Edgar
5. Agreement
Respectfully submitted:
p10J J!A~
cW;~ ~.~~...I., II
Director of Human Resources
2
ORDINANCE NO. 2006-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH T. R. EDGAR & ASSOCIATES, FOR CONSULTING SERVICES
RELATING TO A WAGE AND SALARY SURVEY AND TO INITIATE DISCUSSIONS
REGARDING COMPENSATION PHILOSOPHY AND MECHANICS FOR THE CITY OF
DENTON, TEXAS (IN AN AMOUNT NOT-TO-EXCEED $54,500); AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council deems it in the public interest to engage T. R. Edgar &
Associates, a Sole Proprietorship, of McLean, Virginia ("Edgar"), to provide professional
consulting services to the City of Denton, Texas relating to the preparation of a career
wage/salary survey regarding positions to be surveyed within the General Fund, the
Water/Wastewater Department and the Solid Waste Department; and to initiate discussions
regarding compensation philosophy and mechanics; and
WHEREAS, City staff has reported to the City Council that there is a substantial need for
the above-described specialized professional services, and that limited City staff cannot
adequately perform the services and tasks with its own personnel; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act," generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price;
and
WHEREAS, Edgar has the requisite demonstrated competence and qualifications, and is
willing to complete the two studies for a fair and reasonable price; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the professional services, as set forth in the Professional
Services Agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: That the City Manager is hereby authorized to execute a Professional
Services Agreement with T. R. Edgar & Associates, a Sole Proprietorship, of McLean, Virginia,
for professional consulting services, in an amount not to exceed $54,500; in substantially the
form of the Professional Services Agreement that is attached hereto and incorporated herewith
by reference as Exhibit "A."
SECTION 2: That the award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of Edgar and the ability of Edgar to
perform the professional services needed by the City for a fair and reasonable price.
1
Exhibit 1
SECTION 3: That the expenditure of funds as provided in the attached Professional
Services Agreement is hereby authorized.
SECTION 4: That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the
day of
, 2006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
By:
S: \Our Documents \Ordinances \06\Edgar & Associates- PSA -Consulting -CO D- 2006. doc
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Exhibit 2
THOMAS R. EDGAR (TOM)
BIOGRAPHY
Mr. Edgar is President of T. R. Edgar & Associates, a Consulting firm specializing in all aspects
of Human Resources Management. The Firm's primary mission is to help small to medium-sized
companies increase their productivity and profitability through the more effective and efficient
use of their principal resource - human capital. A by-product of this mission is to educate
management on the need to comply with the myriad labor laws to help avoid litigation and to
provide a positive environment in which employees can thrive.
He is the principal author of a Career Progression Program that was copyrighted several years
ago. This Program has been successfully implemented in over 50 companies throughout the
United States, serving as a fundamental compensation system and, even more, the architecture of
the entire Human Resources Program. Originally designed to meet the needs of the Professional
Services/Government Contracting Industry, Mr. Edgar has made appropriate enhancements to
ensure the Program's successful implementation in various industries, including non-profits and
municipalities.
Prior to starting his own Consulting practice, Mr. Edgar spent over 25 years in the corporate
world where he served as a senior manager and principal Human Resources executive for a
major bank and for 3 professional services companies supporting the Federal Government,
primarily DOD. During his tenure, each of these companies enjoyed dramatic growth and
success. In one case, the company had a highly successful public offering then, later, it was sold.
The other 2 companies were also sold, including one as a result of a hostile takeover attempt
prior to the entrance of a "white knight" that completed the transaction. In each case, Mr. Edgar
gained invaluable experience about the corporate world, particularly about the integration of
diverse cultures and workforces.
Mr. Edgar is a Certified Compensation Professional, a designation granted by the American
Compensation Association (World at Work). He also maintains active membership in the
Washington Technical Professional Forum (WTPF), the Association for Corporate Growth
(ACG), the Washington Area Compensation and Benefits Association (W ACABA), and the
Human Resources Leadership Forum (HRLF).
Mr. Edgar earned an undergraduate degree from Boston University and a graduate degree in
Human Resources from Central Michigan University. He has also served as Adjunct
Professor/Instructor at The American University, Marymount University, and Virginia Tech.
Several organizations have taken advantage of Mr. Edgar's extensive experience and
qualifications and have engaged him to serve as an advisor to the Board or as a consultant to the
Compensation Committee of the Board.
Exhibit 4
STATE OF TEXAS ~
~
COUNTY OF DENTON ~
PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES
PERTAINING TO THE CITY OF DENTON, TEXAS
TIDS AGREEMENT is made and entered into on the day of ,
2006, by and between the City of Denton, Texas, a Municipal Corporation, with its principal office
at 215 East McKinney Street, Denton, Texas 76201 ("CITY''); and T. R. Edgar & Associates, a
Sole Proprietorship of the State of Virginia, with its principal office at 1610 6th Place, McLean,
Virginia 22101, hereafter "EDGAR:'; acting herein by and through their du1y authorized
representatives.
WITNESSETH, that in consideration of the covenants, promises and agreements herein
contained, the CITY and EDGAR do hereby AGREE as follows:
ARTTrT .F. T
EMPLOYMENT OF CONSULTANT
The CITY hereby contracts with EDGAR, as an independent contractor, and EDGAR hereby-
agrees to perform the services herein in connection with the Scope of Services 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.
ARTTrT,R IT
SCOPE OF SERVICES
A. EDGAR shall provide to the CITY professional consulting services pertaining to preparation
of a three Wage/Salary Surveys regarding the General Fund of the city, the W aterlW astewater
Utility, and the Solid Waste Department, providing preparation of written products together with
Edgar's analysis thereon, and to initiate discussions regarding compensation philosophy and
mechanics. EDGAR agrees to perform those services and tasks more particularly and specifically
described in the letter dated July 21, 2006 issued by Thomas R. Edgar of EDGAR to Carla Romine,
Director of Human Resources which is attached hereto as Exhibit "A" and incorporated herewith by
reference.
B. To consult with the City Council, the Interim City Manager, the Directors of
W aterlW astewater and Solid Waste, and any other designated city personnel regarding any and all
aspects of the services to be performed pursuant to this Agreement.
A RTTrT ,R m
PERIOD OF SERVICE
This Agreement shall become effective on the date this Agreement is approved and upon the
1
issuance of a notice to proceed by the CITY. The termination date of this Agreement shall be upon
the earliest to occur of the following events: completion of the work described herein and in the
attached Exhibit "A"; or upon the depletion and exhaustion of the $54,500 not-to-exceed amount
provided for herein; or upon fifteen (15) day's written notice to terminate, issued by the Interim
City Manager. This Agreement may be sooner terminated in accordance with the provisions hereof:
Time is of the essence in this Agreement. EDGAR shall make all reasonable efforts to complete
the services set forth herein as expeditiously as possible and to meet the schedule established by the
CITY, acting through its Interim City Manager, or his designate.
A RTT~T ,R TV
COMPENSATION
A. COMPENSATION TERMS:
"Direct Non-Labor Expense" is defined as that expense for any assignment incurred
hereunder by EDGAR for supplies, long-distance telephone, telecopier, reproduction
expense, overnight courier, photocopy expense, transportation, travel, communications,
subsistence and lodging away from home and similar incidental expenses reasonably incurred
in connection with that assignment.
B. BILLING AND PAYMENT:
1. For and in consideration of the professional services to be performed by EDGAR
herein, the CITY agrees to pay EDGAR, a total fee, including reimbursement for . direct non-
labor expense, of$54,500 for those services described in Exhibit "A" attached hereto.
2. The fee for the services described in this Agreement to be performed by EDGAR is to
be billed as follows: 30% of the total fee thirty (30) days after commencement of the
Agreement; 30% of the total fee sixty (60) days after commencement of the Agreement; 30%
of the total fee ninety (90) days after commencement of the Agreement; and the final 10%
upon satisfactory completion and delivery to the CITY of the Wage/Salary Studies and the
requirements of Exhibit "A."
3. Payments to EDGAR will be made by the CITY on the basis of monthly statements
rendered to the CITY through its Interim City Manager, or his designate. The fee bills as
submitted, shall be allowed and approved, or shall be disallowed for cause, by the Interim
City Manager, or his designate.
4. Nothing contained in this Article shall require the CITY to pay for any work which is
unsatisfactory as reasonably determined by the Interim City Manager or his designate, or
which is not submitted in compliance with the terms of this Agreement. The City shall not be
required to make any payments to EDGAR when EDGAR is in default under this Agreement.
5. It is specifically understood and agreed that EDGAR shall not be authorized to
undertake any work pursuant to this Agreement which would require additional payments by
the CITY for any charge, expense or reimbursement above the maximum not-to-exceed fee
2
as stated, without first having obtained written authorization from the CITY.
c. PAYMENT
If the CITY fails to make payments due EDGAR for services and expenses within thirty (30)
days after receipt of EDGAR'S undisputed statement thereof, the amoun~ due EDGAR will
be increased by the rate of one percent (1 %) per month from the said thirtieth (30th) day, and
in addition, EDGAR may, after giving ten (10) days' written notice to the CITY, suspend
services under this Agreement until EDGAR has been paid in full all amounts due for
services, expenses and charges provided. However, nothing herein shall require the CITY to
pay the late charge of one percent (1 %) set forth herein if the CITY reasonably detennines
that the work of EDGAR is unsatisfactory, in accordance with this Article N, Compensation,
and the CITY notifies EDGAR in writing of any such defect.
A RTTrT .R V
OBSERVATION AND REVIEW OF THE WORK.
EDGAR will exercise reasonable care and due diligence in discovering and promptly
reporting to the CITY any defects or deficiencies in his work or the work of any subconsultants
performed hereunder.
ARTTrr.R VT
OWNERSHIP OF DOCUMENTS
All documents, analyses and other data prepared by EDGAR under this Agreement ("Work
Products") are instruments of service and are and shall remain the property of CITY. EDGAR shall
have the right to make and retain copies and use all Work Products; provided, however, the use
shall be limited to the intended use for which the services and W ark Products are provided under
this Agreement. CITY recognizes that EDGAR has achieved copyright protection of certain of its
programs, which fact shall be noted on the face of each such document. The CITY shall not sell,
transfer, or otherwise assign any copyrighted material with or without compensation to the CITY.
Providing however, that copywriting will not restrict CITY'S right to retain or make copies of the
Work Products for its information, reference and use on the Project or services under the
Agreement.
The Work Products shall not be changed or used for purposes other than those set forth in this
Agreement without the prior written approval of EDGAR. If CITY releases the Work Products to a
third party without EDGAR'S prior written consent, or changes or uses the Work Products other
than as intended hereunder, CITY does so at its sole risk and discretion and EDGAR shall not be
liable for any claims or damages resulting from or connected with the release or any third party's
use of the Work Products.
ARTTrT.R VTT
INDEPENDENT CONTRACTOR
EDGAR shall provide services to the CITY as an independent contractor, not as an employee
3
of the CITY. EDGAR shall not have or claim any right arising from employee status.
ARTTrT ,E VTTT
INDE:M.NITY AGREEMENT
EDGAR shall indemnify and save and hold harmless the CITY and its officers, agents, and
employees from and against any and all liability, claims, demands, damages, losses and expenses,
including but not limited. to court costs and reasonable attorney's fees incurred by the CITY, and
including without limitation, damages for bodily and personal injury, death and property damage,
and damage for professional malpractice resulting from the negligent acts or omissions of EDGAR
or any subconsultants, in performance of this Agreement. PROVIDED HOWEVER, the total
liability of EDGAR hereunder, in any event, shall in no event exceed $1,000,000.
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.
ARTT~T,F. IX
INSURANCE
During the performance of the Services under this Agreement, EDGAR shall maintain the
following Professional Liability Insurance with an insurance company licensed to do business in the
State of Texas by the State Insurance Commission or any successor agency that has a rating with
Best Rate Carriers of at least an "A-" or above:
A. Automobile Liability Insurance and Property Damage Limits in the name of Proprietor in
accordance with the statutory limits required by the Commonwealth of Virginia, proprietor's
home state.
B. Professional Liability Insurance with policy limits of not less than $1,000,000 annual
aggregate.
c. EDGAR shall furnish a copy of his individual automobile insurance certificates issued by the
Commonwealth of Virginia to the Utility Attorney. EDGAR shall furnish evidence of the
required professional liability coverage to the Utility Attorney to evidence such coverage.
The professional liability insurance shall contain a provision that such insurance shall not be
canceled or modified without thirty (30) days prior written notice to CITY and EDGAR. In
such event, EDGAR shall, prior to the effective date of the change or cancellation, deliver
substitute policies furnishing the same coverage to the CITY.
A RTTrT ,F X
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties agree to settle any disputes under this Agreement by submitting the dispute to
arbitration or other means of alternate dispute resolution such as mediation. No arbitration or
4
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.
ARTIrT .F. Xl
LIMITATION OF LIABILITY
To the extent permitted by law, the total liability of EDGAR to CITY for any and all claims
arising out of this Agreement, whether caused by negligence, errors, omissions, strict liability,
breach of contract or contribution, or indemnity claims based on third-party claims, shall not exceed
one million dollars ($1,000,000).
A RTTrT IF. X1T
CONSEQUENTIAL DAMAGES
In no event and under no circumstances shall EDGAR be liable to CITY for any interest, loss
of anticipated revenues, earnings, profits, or increased expense of operations, or for any
consequential, indirect or special damages.
ARTTrT,R xm
PROFESSIONAL STANDARDS
EDGAR- will perform services under this Agreement with the degree of skill and diligence
normally practiced by professional engineers or consultants performing the same degree of similar
services. No other w8rranty or guarantee, expressed or implied, is made with respect to the services
furnished under this Agreement and all implied warranties are disclaimed.
ARTTrT ,F. XlV
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate this
Agreement by giving thirty (30) days advance written notice of termination to the other party.
B. This Agreement may 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, and not less than ten (10) business days in which to cure the failure; and (2)
an opportunity for consultation with the terminating party prior to termination.
c. If this Agreement is terminated prior to completion of the services to be provided hereunder,
EDGAR shall immediately cease all services and shall render a final bill for services to the
CITY within thirty (30) days after the date of termination. The CITY shall pay EDGAR for
all services properly rendered and satisfactorily performed and for reimbursable expenses to
termination incurred prior to the date of termination in accordance with Article IV,
5
Compensation. Should the CITY subsequently contract with a new consultant for the
continuation of services on the Project, EDGAR shall cooperate in providing information.
EDGAR shall turn over all documents prepared or furnished by EDGAR pursuant to this
Agreement to the CITY on or before the date of termination, but may maintain copies of such
documents for its use.
ARTTrT IF: XV
RESPONSIBILITY FOR CLAWS AND LIABILITIES
Approval by the CITY shall not constitute nor be deemed a release of the responsibility and
liability of EDGAR, or any subconsultants of EDGAR, for the accuracy and competency of their
designs or other work product.
ARTTrT,R XVI
NOTICES
All notices, communications, and reports required or permitted under this Agreement shall be
personally delivered or mailed to the respective parties by depositing same in the United States mail
at the address shoWn below, certified mail, return receipt requested unless otherwise specified
herein. Mailed notices shall be sent to the parties at the following addresses:
To EDGAR:
To CITY:
T .R. Edgar & Associates
Attn: Thomas R. Edgar
1610 6th Place
McLean, Virginia 22101
Fax: (703)734-0506
. City of Denton, Texas
Attn: Interim City Manager
215 East McKinney Street
Denton, Texas 76201
and to
City of Denton, Texas
Director of Human Resources
601 East Hickory Street" Suite A
Denton, Texas 76205
Fax: (940) 349-8344
All notices shall be deemed effective upon receipt by the party to whom such notice is given
or within three days after the date of mailing.
ARTTrT ,F XVTT
ENTIRE AGREEMENT
This Agreement consisting of nine (9) pages, and four (4) additional pages consisting of
Exhibit "A", 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,
6
communications and agreements which may have been made in connection with the subject matter
hereof:
ARTTrT,R xvm
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 party 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.
ARTTrT,E XIX
COMPLIANCE WITH LAWS
EDGAR shall comply with all federal, state, local laws, rules, regulations, and ordinances
applicable to the work covered hereunder as they may now read or hereinafter be amended.
ARTTrT,R XX
DISCRWINA nON PROHIBITED
In performing the services required hereunder, EDGAR shall not discriminate against any
person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap.
ARTTrT,R XXI
PERSONNEL
A. EDGAR represents that he has secured, or will secure at his own expense any additional
personnel required to perform all the services required under this Agreement. Such personnel
shall be subconsultants of EDGAR, and shall not be employees or officers of, nor have any
contractual relations with the CITY. EDGAR shall inform the CITY of any conflict of
interest or potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by EDGAR or under his supervision. All
personnel engaged in work shall be qualified and shall be authorized and permitted under
state and local laws to perform such services.
A R TTrT ,F. XXTT
ASSIGNABILITY
EDGAR 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
~CITY. .
7
ARTTrT,R xxm
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
and 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, and unless such waiver or modification is in writing, duly
executed; and, the parties further agree that the provisions of this section will not be waived unless
as herein set forth.
ARTT~T,R XXIV
MISCELLANEOUS
A. EDGAR agrees that CITY shall, until the expiration of three (3) years after the final payment
under this Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of EDGAR involving transactions relating to this Agreement.
EDGAR agrees that the CITY shall have access during normal working hours to all
necessary EDGAR facilities and shall be provided adequate and appropriate working space in
order to conduct audits in compliance with this section. The CITY shall give EDGAR
reasonable advance notice of any intended audits.
B. Venue of any suit or cause of action under this 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.
C. EDGAR shall commence, carry on, and complete the work required by this engagement with
all applicable dispatch, in a sound, economical, efficient manner and in accordance with the
provisions hereof: In accomplishing the work, EDGAR shall take such steps as are
appropriate to ensure that the work involved is properly coordinated with related work being
carried on by the CITY.
D. The CITY shall assist EDGAR by placing at EDGAR'S disposal all available information
pertinent to the work required by this engagement, including previous reports, any other data
relative to the project and arranging for the access to, and make all provisions for EDGAR to
enter in or upon, public and private property as required for EDGAR to perform services
under this Agreement.
E. 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 caused this Agreement to be
executed in four (4) original counterparts, by its duly authorized Interim City Manager; and T. R.
Edgar & Associates, a Sole Proprietorship has executed this Agreement by its duly authorized
Proprietor on this the _ day of , 2006.
B
A TIEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATIORNEY
By:
"CITY"
CITY OF DENTON, TEXAS
A Municipal Corporation
By:
Howard Martin, Interim City Manager
"EDGAR II
T. R. EDGAR & ASSOCIATES
A Virginia Sole Proprietorship
By: =,~~
S :\OUT Documents\Contracts\06\Edgar & Associates-Consulting-PSA-Denton-2006.doc
9
July 21, 2006
Carla Romine
Director of Human Resources
City of Denton
601 E. Hickory
Suite A
Denton, TX 76205
Dear Carla:
Thank you for providing me this opportunity to propose the services of T .R.Edgar &
Associates to design, develop, distribute, analyze results, and report on the data from 3
separate salary surveys for the City of Denton.
I. SCOPE OF WORK
Wa2e/Salarv Surveys
T .R.Edgar & Associates will design, develop, and conduct 3 wage/salary surveys for the
City of Denton incorporating positions assigned to: 1) the General Fund, 2)
Water/WasteWater, and 3) Solid Waste. Each survey will have a targeted set of
employers but with some overlap, i.e. some employers will be requested to provide
wage/salary information for 2 different sets of jobs. In total, the surveys will be sent to
approximately 25 employers, those with which the City is competing for labor. Most will
be other Municipalities, but some will be from the employer community at large. The
City will provide us with the name, address, phone number, e-mail address, and point of
contact for each of the employers to be surveyed.
T .R.Edgar & Associates will work with selected managers from the appropriate
organizations within the City to develop the details of the job descriptions appropriate
for each of the positions to be surveyed including: the primary function, the scope of the
position, and its essential qualifications, skills, and working conditions. Once the
positions have been properly described, they will be included in a template to be sent to
each employer being asked to participate in the survey. The survey design will include a
general information page about each employer, the position descriptions, and an area to
respond to the wages/salaries related to each position. Further, the survey will ask for any
other forms of compensation to ensure that we capture all forms of cash rewards. Once
distributed, electronically, we will follow up frequently with each employer to remind
them of the need to complete the survey by the prescribed deadline and to answer any of
1
their questions. This continued follow up is vital to ensure the maximum number of
respondents and the reliability and validity of the results. Once all of the results are in,
they will be tabulated and reported for each of the surveyed positions. Finally, we will
generate a summary report of the highlights of the survey and any major findings. Once
completed and proofread, the survey will be prepared for each of the participants (coded
for privacy) and distributed.
For the City, the survey results will be compared with actual pay practices for each of the
surveyed positions. A written report will be prepared for the Director of Human
Resources, the Directors of each organizational element surveyed, the City Manager
(acting), and others as designated. The report will be briefed in person, if possible, or via
electronic medium.
II. COST
Consultant fees associated with the 58 positions to be surveyed within the General Fund
will not exceed $30,000.
Consultant fees associated with the 25 positions to be surveyed for the
WaterlWasteWater Department will not exceed $15,000.
Consultant fees associated with the 15 positions to be surveyed within the Solid Waste
Department will not exceed $9,000.
Travel and related expenses associated with the completion of these 3 surveys, including
2 trips to Denton and the printing and mailing of the surveys to all participants, are
estimated to be $ 5,000.
t~:~ MP-
The "not-to-exceed" cost for all items will be . (a 1 0% discount from the total cost
of the 3 surveys if conducted separately), assuming that all of the surveys are done
concurrently. If you decide to do the surveys separately, the costs will be exactly as
reported. Additional savings can ,be realized if any of the data found in the survey
conducted by the Texas Municipal League (TML) satisfies the need for benchmarking
your current compensation practices for selected positions. T.R.Edgar & Associates will
estimate the cost savings for positions to be eliminated from any of the (three) 3 surveys
and reduce billings accordingly.
I will invoice you at the end of each month for all work completed during that month. If
you wish to spread out the payments for cash flow reasons, I am amenable to that as well.
For example, you could pay $12,OOO/month for 4 months with the final, $5,000 payment
due in the 5th month.
III. SCHEDULE
T .R. Edgar & Associates is prepared to commence work on the surveys within 2 weeks
following formal acceptance of this proposal. Projects of this scope will normally take 2-
2
3 months to complete. The key to the surveys is the time spent in accurately describing
the jobs, including the essential qualifications,. experience, and skills for each. That is the
first, and most important, step. This step, by necessity, will require the involvement of
some key managers. Depending on vacations and other special projects going on in the
City, the schedule could be impacted.
IV. STAFFING
I will serve as the principal consultant on this assignment. I will call upon a professional
colleague, Eileen Taylor, SPHR, to ensure that you receive the best, and most cost
effective, products. She will be intimately mvolved in the survey design, the tabulation of
results, and the distribution to participants. Eileen and I have worked together since 1992
and have completed dozens of other, similar assignments.
I have worked extensively in the compensation field since 1969. I am a Certified
Compensation Professional and the principal author of the Career Progression Program.
Most important, I have extensive experience and knowledge of Human Resources
Management, and Compensation Programs particularly. Further, I have worked in
companies representing all types of industries, including municipalities, across the
country.
In ,addition to 15 years as a Compensation Consultant, I have served in a Senior
Management role in charge of Human Resources for 4 companies incorporating a period
of over 20 years.
As further testimony to my knowledge of the subject matter, I have served as an Adjunct
Professor/Instrnctor for three major academic institutions in the Metropolitan Washington
area. Most recently, I taught Organizational Behavior to MBA students at Virginia Tech.
v. SUMMARY
Carla, I am excited about the opportunity to help you and the City get the wage/salary
information that you require to properly assess the competitiveness of your current
compensation practices. I would be negligent in my role as a consultant, however, if! did
not express my concern about "what next." Once you get the salary information, you still
have the fundamental compensation philosophy and compensation mechanics issues that
are currently facing you. The results from a wage/salary survey will not solve those
problems. At some point, they will have to be addressed and resolved if you are to have
an effective compensation program. You should not wait until after the surveys are done
to begin discussing these problems and coming up with some recommended alternatives.
Such discussions can be completed in parallel with the conduct of the surveys.
Let me know if you require any additional information or clarification of anything that I
have presented.
3
Best regards,
Thomas R. Edgar
T. R. Edgar & Associates
I hereby accept the terms and conditions of the proposal submitted by T.R. Edgar &
Associates and authorize commencement of work on the development of 3 wage/salary
surveys within 2 weeks following the approval date of this proposal.
APPROVED:
Howard Martin, Acting City Manager
Date
4
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
DEP ARTMENT:
Electric Utility
Howard Martin, 8232 ..
ICM:
SUBJECT
Consider adoption of an ordinance of the City Council, of the City of Denton, Texas authorizing
the City Manager to execute a professional services agreement with T. R. Edgar & Associates,
for consulting services relating to a career progression program and a wage and salary survey for
Denton Municipal Electric (in an amount not-to-exceed $46,500); authorizing the expenditure of
funds therefor, and providing an effective date. The Public Utilities Board recommends approval
(6-0.)
BACKGROUND
For the past several years, DME has found it difficult to attract and retain the specialized
personnel it needs to operate in the increasingly complex electric utility environment. Despite
valiant attempts by the City's Human Resource Department to force the City's "one size fits all"
compensation plan and salary ranges to meet DME's needs, their limitations, combined with the
effects of city wide salary freezes, have left DME facing staffing challenges in many of the key
areas of its operation. The well-documented impacts of the ageing US workforce are beginning
to add to the problem. If DME is going to be able to function successfully in the future, it must
resolve these issues and assure that appropriate succession planning is possible.
As a first step toward resolving these issues, DME proposes to hire Tom Edgar of T.R. Edgar &
Associates to perform two functions.
1. Wage/Salary Survey - A wage/salary survey will be designed and conducted
incorporating approximately 28 key DME positions. The survey will be sent to
approximately 20 different employers, some of whom will be from the electric utility
industry, others will be from the employer community at large. Mr. Edgar will work with
DME managers to develop job descriptions for the positions being surveyed that will be
clear and understandable to those who will be asked to fill the survey out.
2. Compensation Plan - Mr. Edgar will apply his Career Progression Program design to the
DME organization. This will provide salary and wage structures for exempt and
nonexempt employees, compensation guidelines, a performance management/feedback
system (including forms), and training on implementation and maintenance of the
program.
Mr. Edgar performed this same work several years ago for Bryan Texas Utilities (BTU) as part
of their comprehensive effort to prepare for electric deregulation. They have been very pleased
with the flexibility and ease of use of the program. It has allowed them to make the on-going
adjustments that have been necessary over the past few years to attract and maintain the talent
they need to function effectively. The program was so successful at BTU that the City of Bryan
asked Mr. Edgar to develop a similar program for the general government organization.
OPTIONS
1. Approve the proposed contract with T.R. Edgar & Associates.
2. Approve the performance of the salary survey only by T.R. Edgar & Associates.
3. Reject the contract with T.R. Edgar & Associates and seek proposals from other consultants.
4. Do not perform the salary survey and compensation program development.
RECOMMENDATION
DME recommends approval of the proposed contract with T.R. Edgar & Associates.
PRIOR ACTION/REVIEW (Council.. Boards.. Commissions)
This item was presented to the Public Utilities Board at their July 24, 2006 regular meeting. The
Public Utilities Board recommends approval 6-0.
FISCAL INFORMATION
The proposed contract is for a not to exceed amount of $46,500, including estimated travel
expenses of$7,500 for four trips to Denton from Washington DC. Most trips will include
multiple days in Denton. It is possible that the travel expenses can be reduced if Mr. Edgar also
performs a salary survey for the general fund and the remainder of the utilities. In that case, it
may be possible to coordinate travel needed for each task and the cost of travel can be split
between the two contracts.
DME budgeted $100,000 for this work in its FY06 budget. That estimate was based on
information received from several recognized personnel consultant firms, some of which had
offices in Texas.
EXHIBITS
1. Ordinance
2. Professional Services Agreement
3. Proposal
4. Minutes
Respectfully submitted,
.................................................................
..I:~:'::::,~jl!i!
Sharon Mays
Director of Electric Utilities
ORDINANCE NO. 2006-
AN ORDINAJ\lCE OF THE CITY COUNCrL OF THE CITY OF DENTON~ TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT \VITH T. R. EDGAR & ASSOCIATES~ FOR CONSULTING SERVICES
RELATING TO A CAREER PROGRESSION PROGRAM ~ A WAGE AND SALARY
SURVEY FOR DENTON MUNICIPAL ELECTRIC (IN AN AMOUNT NOT-TO-EXCEED
$46~500); AUTHORIZrnG THE EXPENDITURE OF FUNDS THEREFOR; k'ID
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City COlillcil deems it in the public interest to engage T~ R. Edgar &
Associates!t a Sole Proprietorship, of McLean, Virginia ("Edgar"), to provide professional
consulting services to the City of Denton, Texas relatil1g to the preparation of a career
progression program and a wage/salary survey regarding Denton Mlmicipal Electric only; and
'NHEREAS, City staff has reported to the City Council that there is a substantia] need for
the above-described specialized professional services; and that limited City staff cannot
adequately perform the services and tasks with its OVlTl personnel; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act," generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider on the basis of
denlonstrated competence~ knowledge, and qualifications) and for a fair and reasonable price;
and
WHEREAS~ Edgar has the requisite demonstrated cOll1petence and qualifications, and is
willing to complete the two studies for a fair and reasonable price; and
VVHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the professional services, as set forth in the Professional
Services Agreement; NOW; THEREFORE,
THE COUNCIL OF THE CIT\T OF DENTON HEREBY ORDAINS:
SECTION 1; That the City Manager is hereby authorized to execute a Professional
Services Agreenlent with T4 R. Edgar & Associates, a Sole Proprietorship, of McLean, Virginia,
for professional consulting services, in an amount not to exceed $46~500; ill substantially the
form of the Professional Services Agreement that is attached hereto and incorporated herewith
by reference as Exhibit "A."
SECTION 2: That tlle award of this Agreement by the City is on the basis of the
denlonstrated competence~ knowledge, and qualific.ations of Edgar and the ability of Edgar to
perf DIm the professional services needed by the City for a fair and reasonable price.
1
Exhibit 1
SECTION 3: That the expenditure of fimds as provided in the attached Professional
Services Agreement is hereby authorized.
SECTION 4: Tllat this ordinance shall become effective immediately upon its passage
and approvalr
PASSED AND APPROVED this the
day of
, 1006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER W.ALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
nfi/l' II iJ - J
By; ! I u.{ ^
S : \OUf DocumenT~\Ord lnances\Q6 \Edgar & As Soci ates- P SA -Consulting- DME- 2006 .doc
2
ST ATE OF TEXAS
~
~
~
COUNTY OF DENTON
PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES
PERTAINING TO DENTON MUNICIPAL ELECTRIC
THIS AGREEMENT is made and entered into on the day of
2006, by and between the City of Denton, Texas, a Municipal COIporation, with its principal office
at 215 East McKinney Street, Denton, Texas 76201 ("CITY"); and T ~ R~ Edgar & Associates, a
Sole Proprietorship of the State of Virginia, with its principal office at 1610 6th Place, McLeant
Virginia 22101, hereafter "E"DGAR"; acting herein by and through their duly authorized
representati yes ~
WITNESSETH, that in consideration of the covenants, promises and agreements herein
contained, the CITY and EDGAR do hereby AGREE as follows:
ARTTf:T IF, T
EMPLOY1vlENf OF CONSULTANT
The CITY hereby contracts with EDGAR, as an independent contractor, and EDGAR hereby
agrees to perform the setvices herein in connection with the Scope of Services as stated in the
Articles to follow, with diligence and in accordance with the professional standards customarily
obtained for such services in the State ofTexas~
ARTTrT F, IT
SCOPE OF SERVICES
A~ EDGAR shall provide to the CITY professional consulting services pertaining to preparatioll
of a Career Progression Program and a Wage/Salaty Survey regarding Denton Municipal Electric
("DME"), and providing preparation of written products together with Edgar's analysis thereon.
EDGAR agrees to perform those services and tasks more particularly and specifically described in
the letter dated June 30, 2006 issued by Thomas R. Edgar of EDGAR to Sharon Mays, Director,
Denton Municipal Electric which is attached hereto as Exhibit "A" and incorporated herewith by
reference~
B. To consult with the Interim City Manager, Assistant City ManagerlUtilities, the Director of
Electric Utilities, the Utility Attorney, and any other designated administrative personnel regarding
any and all aspects of the services to be performed pursuant to this Agreement.
A RTTrT iF, Tll
PERIOD OF SERVICE
This Agreement shall become effective on the date this Agreement is approved and upon the
issuance of a notice to proceed by DME. The termination date of this Agreement shall be upon the
1
Exhibit 2
earliest to occur of the following events: completion of the work described herein and in the
attached Exhibit "A"; or upon the depletion and exhaustion of the $46,500 not-to-exceed amount
provided for herein~ or upon fifteen (15) day's written notice to terminate, issued by the Director of
Electric Utilities, DME. This Agreement may be sooner terminated in accordance with the
provisions hereof. Time is of the essence in this Agreement. EDGAR shall make all reasonable
efforts to complete the services set forth herein as expeditiously as possible and to meet the
schedule established by the CITY, acting through its Director of Electric Utilities.
ARTIClE N
C01v1PENSA TION
A. C01v1PENSA TION TERMS:
UDirect Non-Labor Expense" is defined as that expense for any assignment incurred
hereunder by EDGAR for supplies, long-distance telephone, telecopier, reproduction
expense, overnight courier, photocopy expense, transportation, travel, communications,
subsistence and lodging away from home and similar incidental expenses reasonably incurred
in connection with that assignment
B. BIlLING AND PA "YMENT:
1. For and in consideration of the professional services to be performed by EDGAR
herein, the CITY agrees to pay EDGAR, a total fee, including reimbursement for direct non-
labor expense, of $46,500 for those services described in Exhibit "A" attached hereto~
2~ The fee for the services described in this Agreement to be performed by EDGAR is to
be billed as follows: 30% of the total fee thirty (30) days after commencement of the
Agreement; 30% of the total fee sixty (60) days after commencement of the Agreement; 30%
of the total fee ninety (90) days after commencement of the Agreement; and the final 10%
upon satisfactory completion and delivery to the CITY of the Wage/Salary Study and the
Career Progression Programs.
3~ Payments to EDGAR will be made by the CITY on the basis of monthly statements
rendered to the CITY through its Director of Electric Utilities. The fee bills as submitted,
shall be allowed and approved, or shall be disallowed for cause, by the Director of Electric
Utilities.
4. Nothing contained in this Article shall require the CITY to pay for any work which is
unsatisfactory as reasonably determined by the Interim City Manager or the Director of
Electric Utilities, or which is not submitted in compliance with the terms of this Agreement
The City shall not be required to make any payments to EDGAR when EDGAR is in default
under this Agreement.
5. It is specifically understood and agreed that EDGAR shall not be authorized to
undertake any work pursuant to this Agreement which would require additional payments by
the CITY for any charge, expense or reimbursement above the maximum not-to-exceed fee
2
as stated, without first having obtained written authorization from the CITY.
C. PAYMENT
If the CITY fails to make payments due EDGAR for services and expenses within thirty (30)
days after receipt of EDGAR ~ S undisputed statement thereof, the amounts due EDGAR will
be increased by the rate of one percent (10/0) per month from the said thirtieth (30th) day, and
in addition, EDGAR may, after giving ten (10) days' written notice to the CITY, suspend
services under this Agreement until EDGAR has been paid in full all amounts due for
services, expenses and charges provided. However, nothing herein shall require the CITY to
pay the late charge of one percent (1 %) set forth herein if the CITY reasonably determines
that the work of EDGAR is unsatisfactory, in accordance with this Article N, Compensation,
and the CITY notifies EDGAR in writing of any such defect
ARTICLE V
OBSER V A TION AND REVIEW OF THE WORK
EDGAR will exercise reasonable care and due diligence in discovering and promptly
reporting to the CITY any defects or deficiencies in his work or the work of any subconsultants
performed hereunder.
ARTICLE VI
OWNERSHIP OF DOCillvIENTS
All documents, analyses and other data prepared by EDGAR under this Agreement ("Work
Products") are instruments of service and are and shall remain the property of CITY. EDGAR shall
have the right to make and retain copies and use all Work Products; provided, however, the use
shall te limited to the intended use for which the services and Work Products are provided under
this Agreement. CITY recognizes that EDGAR has achieved copyright protection of certain of its
programs, which fact shall be noted on the face of each such document. The CITY shall not sell,
transfer, or otherwise assign any copyrighted material with or without compensation to the CITY.
Providing however, that copywriting will not restrict CITY'S right to retain or make copies of the
Work Products for its information, reference and use on the Project or services under the
Agreement.
The Work Products shall not be changed or used for pmposes other than those set forth in this
Agreement without the prior written approval of EDGAR. If CITY releases the Work Products to a
third party without EDGAR'S prior written consent, or changes or uses the Work Products other
than as intended hereunder, CITY does so at its sole risk and discretion and EDGAR shall not be
liable for any claims or damages resulting from or connected with the release or any third party1s
use of the Work Products.
ARTICLE VII
INDEPENDENT CONTRACTOR
EDGAR shall provide services to the CITY as an independent contractor, not as an employee
3
of the CITY. EDGAR shall not have or claim any right arising from employee status.
AR TICLE VIII
INDE:MNITY AGREEMENT
EDGAR shall indemnify and save and hold harmless the CITY and its officers, agents, and
employees from and against any and all liability, claims, demands, damages, losses and expenses,
including but not limited to court costs and reasonable attorneyts fees incurred by the CITY, and
including without limitation, damages for bodily and personal injury, death and property damage,
and damage for professional malpractice resulting from the negligent acts or omissions of EDGAR
or any subconsultants, in performance of this Agreement PROVIDED HOWEVER, the total
liability of EDGAR hereunder, in any event1 shall in no event exceed $200,000.
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.
ARTICLE IX
INSURANCE
During the performance of the Services under this Agreement, EDGAR shall maintain the
following Professional Liability Insurance with an insurance company licensed to do business in the
State of Texas by the State Insurance Commission or any successor agency that has a rating with
Best Rate eaniers of at least an t1A_U or above:
A. Automobi]e Liability Insurance and Property Damage Limits in the name of Proprietor in
accordance with the statutory limits required by the Commonwealth of Virginia, proprietor's
home state.
B. Professional Liability Insurance with policy limits of not less than $200,000 annual
aggregate.
C. EDGAR shall furnish a copy of his individual automobile insurance certificates issued by the
Commonwealth of Virginia to the Utility Attorney. EDGAR shall furnish evidence of the
required professional liability coverage to the Utility Attorney to evidence such coverage.
The professional liability insurance shall contain a provision that such insurance shall not be
canceled or modified without thirty (30) days prior written notice to CITY and EDGAR. In
such event, EDGAR shall, prior to the effective date of the change or cancellation, deliver
substitute policies furnishing the same coverage to the CITY.
ARTICLE X
ARBITRA TION AND ALTERNATE DISPUfE RESOLUTION
The parties agree to settle any disputes under this Agreement by submitting the dispute to
4
arbitration or other means of alternate dispute resolution such as mediation. No arbitration or
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.
ARTICLE XI
LIMIT A TION OF LIABll.ITY
To the extent permitted by law, the total liability of EDGAR to CITY for any and all claims
arising out of this Agreement, whether caused by negligence, errors, omissions, strict liability,
breach of contract or contribution, or indemnity claims based on third-party claims, shall not exceed
two hundred thousand dollars ($200,000).
ARTICLE XII
CONSEQUENTIAL DAMAGES
In no event and under no circumstances shall EDGAR be liable to CITY for any interest, loss
of anticipated revenues, earnings, profits, or increased expense of operations, or for any
consequential~ indirect or special damages.
ARTICLE XIII
PROFESSION AL STANDARDS
EDGAR will perform services under this Agreement with the degree of skill and diligence
normally practiced by professional engineers or consultants performing the same degree of similar
services. No other warranty or guarantee, expressed or implied, is made with respect to the services
furnished under this Agreement and all implied warranties are disclaimed.
ARTICLE XIV
TERWNATIONOFAGREEMffiNT
A. Notwithstanding any other provision of this Agreement, either party may terminate this
Agreement by giving thirty (30) days advance written notice of termination to the other party~
B. This Agreement may 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, and not less than ten (10) business days in which to cure the failure; and (2)
an opportunity for consultation with the terminating party prior to termination.
c. If this Agreement is terminated prior to completion of the services to be provided hereunder,
EDGAR shall immediately cease all services and shall render a fInal bill for services to the
CITY within thirty (30) days after the date of termination. The CITY shall pay EDGAR for
all services properly rendered and satisfactorily performed and for reimbursable expenses to
termination incurred prior to the date of termination in accordance with Article IV,
5
Compensation. Should the CITY subsequently contract with a new consultant for the
continuation of services on the Project, EDGAR shall cooperate in providing information.
EDGAR shall turn over all docwnents prepared or furnished by EDGAR pursuant to this
Agreement to the CITY on or before the date of termination, but may maintain copies of such
documents for its use.
ARTTrT,F, XV
RESPONSlBll..,1TY FOR CLATh1S AND LIABILITIES
Approval by the CITY shall not constitute nor be deemed a release of the responsibility and
liability of EDGAR, or any subconsultants of EDGAR, for the accuracy and competency of their
designs or other work product.
ARTTrT,F, XVT
NOTICES
All notices, communications~ and reports required or permitted llllder this Agreement shall be
personally delivered or mailed to the respective parties by depositing same in the United States mail
at the address shown below, certified mail, return receipt requested unless otherwise specified
herein. Mailed notices shall be sent to the parties at the following addresses:
To EDGAR:
To CITY:
T.R. Edgar & Associates
Attn: Thomas R. Edgar
1610 6th Place
McLean, Virginia 22101
Fax: (703) 734-0506
City of Denton, Texas
Attn: Interim City Manager
215 East McKinney Street
Denton, Texas 7620 I
and to
City of Denton, Texas
Attn: Director of Electric Utilities
901-A Texas Street
Denton, Texas 76205
Fax: (940) 349-7334
All notices shall be deemed effective upon receipt by the party to whom such notice is given
or within three days after the date of mailing.
ARTTrT,F XVTT
ENTIRE AGREE1vfENT
This Agreement consisting of nine (9) pages, and five (5) additional pages consisting of
Exhibit "A", 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,
6
communications and agreements which may have been made in connection with the subject matter
hereof.
ARTICLE XVIII
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 party 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.
AR rICLE XIX
CO~UANCE~HLAWS
EDGAR shall comply with all federal, state, local laws, roles, regulations, and ordinances
applicable to the work covered hereunder as they may now read or hereinafter be amended.
ARTICLE XX
DISCRllvIINA nON PROHIBITED
In performing the services required hereunder, EDGAR shall not discriminate against any
person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap.
AR TICLE XXI
PERSONNEL
A. EDGAR represents that he has secured, or will secure at his own expense any addi tional
personnel required to perform all the services required under this Agreement. Such personnel
shall be subconsultants of EDGAR, and shall not be employees or officers of, nor have any
contractual relations with the CITY. EDGAR shall inform the CITY of any conflict of
interest or potential conflict of interest that may arise during the term of this Agreement
B. All services required hereunder will be performed by EDGAR or under his supervision~ All
personnel engaged in work shall be qualified and shall be authorized and permitted under
state and local laws to perform such services.
ARTICLE xxn
ASSIGl'rABILITY
EDGAR shall not assign any interest in this Agreement and shall not transfer any interest in
this Agreement (whether by assignment, novation or otherv.;ise) without the prior written consent of
the CITY.
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A RTTrT IF, XXTTT
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
and 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, and unless such waiver or modification is in writing, duly
executed; and, the parties further agree that the provisions of this section will not be waived unless
as herein set forth.
ARTTCT/FI XXIV
MISCELLANEOUS
A~ EDGAR agrees that CITY shall, until the expiration of three (3) years after the final payment
under this Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of EDGAR involving transactions relating to this Agreement.
EDGAR agrees that the CITY shall have access during normal working hours to all
necessaI)' EDGAR facilities and shall be provided adequate and appropriate working space in
order to conduct audits in compliance with this section~ The CITY shall give EDGAR
reasonable advance notice of any intended audits~
B. Venue of any suit or cause of action under this 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.
C. EDGAR shall commence, carry on, and complete the work required by this engagement with
all applicable dispatch, in a sound, economical, efficient marmer and in accordance with the
provisions hereof In accomplishing the work, EDGAR shall take such steps as are
appropriate to ensure that the work involved is properly coordinated with related. work being
carried on by the CITY.
D. The CITY shall assist EDGAR by placing at EDGAR'S disposal all available information
pertinent to the work required by this engagement, including previous reports, any other data
relative to the project and arranging for the access to, and make all provisions for EDGAR to
enter in or upon, public and private property as required for EDGAR to perform services
under this Agreement.
E. 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 caused this Agreement to be
executed. in four (4) original counterparts, by its duly authorized Interim City Manager; and T. R.
Edgar & Associates, a Sole Proprietorship has executed this Agreement by its duly authorized
Proprietor on this the _ day of , 2006..
8
f'CITY"
CITY OF DENTON, TEXAS
A Municipal Corporation
By:
Howard Martin, Interim City Manager
A ITEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO lEGAL FORM:
EDWIN M. SNYDER~ CITY A TIORNEY
.fuWA C
By:
"EDGAR"
T. R~ EDGAR & ASSOCIATES
A Virginia Sole Proprietorship
By: drhJ1d~ l? ~
Thomas R. Edgar, Propnet
S :\Our Documents\Contracts\06\Ed.gar & As.sociales-Consulting-PS A- DME.2006.doc
9
--
J
June 30, 2006
Sharon Mays
Director, Electric Utilities
City of Denton
601 E. Hickory
Suite A
Denton, TX 76205
Dear Sharon:
Thank you for providing me this opportunity to propose the services of T.R4Edgar &
Associates in support of your efforts to: 1) conduct a wage/salary survey of selected
positions in the Utility and 2) develop a Career Progression Program (CPP) which
incorporates all of the traditional elements of a formal wage/salary program~ While each
of the 2 items identified in the Scope of Work will be discussed separately, the costs for
each will be totaled and presented as one "not to exceed" price, including estimated travel
co sts ~
I. BACKGROUND
For the past several years, the Electric Utility has found it difficult to attract and retain
the caliber of employee necessary to operate, and manage, the Utility effectively and
efficiently within the constraints of the City's standard payplan4 The Utility's Director
has been informally exploring other systems and methodologies to deal with this issue~ A
couple of years ago, she met Tom Edgar at a TMPA Board meeting and learned ofms
expertise in compensation in the work he was doing for TMP A~ She also learned that his
firm had developed and implemented a performance based compensation system for the
City of Bryan, TX and for its Utility, BTU in 2000. She was able to obtain a favorable
reference about T ~R.Edgar & Associates from Dan Wilkerson, General Manager of BTU~
About 6 months ago, Ms~ Mays contacted Tom Edgar to obtain information about how to
address certain compensation issues that she was facing at DME~ She then provided my
name to the City's Director of Human Resources, Carla Romine~ Ultimately, that contact
lead to an invitation to visit Denton and to make a presentation to 25 senior managers
(approximately) to help "educate" them on the various compensation issues which the
City was facing. Subsequent to that visit, there has been on-going dialog about what
T.REdgar & Associates might be able to do to assist the City, and the Utility particularly,
in developing a more contemporary and pragmatic approach to attracting, retaining, and
rewarding employees for the performance of their jobs~ Further, as an integral part of that
1
effort, Tom was asked to assist the Utility in the design of, and to conduct, a salary
survey appropriate to selected positions in the Utility~ This proposal addresses both of the
topics.
II. SCOPE OF WORK
A. Career Prof!ression Pro2ram
Tom Edgar, President ofTtR. Edgar & Associates, is the principal author of the Career
Progression Program. Since its development many years ago, it has evolved into
something far greater than a basic compensation system.. In its broadest context, the
Career Progression Program represents the complete architecture required for the
management of human resources in the 21 st century.. Not only does the Career
Progression Program provide the basis for compensating and rewarding people based on
their levels of responsibility, and performance thereof, the Program defines
developmental tracks for each employee so they can better relate to advancement
opportunities and the requisite skills and qualifications necessary to achieve them~
The Program also differentiates jobs as exempt or nonexempt, thus allowing companies
to comply with the most fundamental labor law in this country, the Fair Labor Standards
Act The Program also provides the basis for identifying and tracking employee
demographics to ensure efficient and timely responses to EEO and other Federal and state
reporting requirements, as required~
T&R~ Edgar & Associates will design, develop, and facilitate the implementation ofa
Career Progression Program for the City of Denton, Electric Utilities that builds on the
fundamentals of the current architecture, but incorporates the refinements necessary to
reflect the uniqueness of your organization, its array of positions, and its culture& When
complete, you will receive a comprehensive Manual incorporating:
· Defmition of terms
· Documentation supporting job designations as exempt or nonexempt
· Exempt Career Ladders with separate salary structures reflective of the
various labor markets in which your Company recruits, if necessary
· Nonexempt Career Ladders with wage structures representing the labor
market in which your Company recruits its staff
· Practical guidance for managers to administer the compensation guidelines for
each employee
· Compensation Increase Planning Guide
· Compensation Increase Guidelines Matrix
· Level of Management approval for granting wage/salary increases
· A performance management/feedback system (including forms) that
effectively links individual performance to compensation.
2
To facilitate implementation of the CPP, T.R Edgar & Associates will conduct a two-
hour orientation session for a designated set of managers (up to 15) to ensure that they
understand the Manual's contents and how it should be implemented on an ongoing basisa
In addition, T..R. Edgar & Associates will conduct a 4-hour training program on
Performance Management/Feedback for up to 15 managers/supervisors~ Additional
training programs will require additional fees. The training represents a balance between
policy guidance and the techniques appropriate for an effective interchange between
individual managers and employees about their past performance and future
developmental needs.
Unlike other programs of this nature, the Career Progression Program does not require an
annual overhaul. Rather, it requires some minor revision to update wage/salary structures
and compensation increase guidelines. Basically~ however, the Program is broad enough
and flexible enough to meet the Utility's needs for the foreseeable future.
As a baseline for getting started on this Program and for obtaining "buy in," I would
conduct a briefing to your senior managers~ The more "up front" you are and the more
you reinforce the message, the more readily individuals will accept the new paradigm.~
B. Wag:e/Salarv Survey
T~R.Edgar & Associates will design, develop, and conduct a wage/salary survey for D:ME
incorporating approximately 28 different positions. The survey will be sent to
approximately 20 employers, those with which the Utility is competing for ]abor~ Some
will be in the Utility industry, others will be from the employer community at large.
T .R~Edgar & Associates will work with selected managers from the Utility to develop the
details oithe job descriptions appropriate for each of the positions to be surveyed,
including: the primary function, the scope of the position, and its primary qualifications~
skills, and working conditions. Once the positions have been properly described, they
will be included in a template to be sent to each employer being asked to participate in
the survey. The survey design will include a general information page about each
employer, the position descriptions, and an area to respond to the wages/salaries related
to each position. Further, the survey will ask for any other forms of compensation to
ensure that we capture all forms of cash rewards.. Once distributed, electronically, we will
follow up frequently with each employer to remind them of the need to complete the
survey by the prescribed deadline and to answer any of their questions. This continued
follow up is vital to ensure the maximum number of respondents and the reliability and
validity of the results. Once all of the results are in, they will be tabulated and reported
for each of the surveyed positionsa Finally, we will generate a summary report of the
higWights of the survey and any major findings. Once completed and proofread, the
survey will be prepared for each of the participants (coded for privacy) and distributed.
For DME, the survey results will be compared with actual pay practices for each of the
surveyed positions. A written report will be prepared for the Director of the Utility, the
3
City Manager, and others as designated" The report will be briefed in person, ifpossible,
or via electronic medium.
III. COST
Consultant fees associated with item A, the Career Progression Program, will not exceed
$19,000.
Consultant fees associated with item B, the Wage/Salary Survey, will not exceed
$20,000.
Travel and related expenses associated with the completion of these 2 tasks, including 4
trips to Denton, are estimated to be $7,5006
The "not-to-exceed" cost for all items is $46,500.
I will invoice you at the end of each month.. To help you estimate cash flow, I suggest an
installment arrangement of$9,OOO/month for 5 months, with the remaining increment
billed upon completion of the entire project(s).
IV. SCHEDULE
T.R. Edgar & Associates is prepared to conunence work on these projects within 2 weeks
following formal acceptance of this proposal. Projects ofllis scope will normally take 4-
5 months to complete. There are, however, distinct elements4 The Wage/Salary Survey
should be completed within 2-21/2 months. The Career Progression Program will take
longer and is somewhat dependent on the availability of managers' time (at the end when
we are ready to implement). If we begin in July, we should be done by Thanksgiving,
assuming our mutual schedules can be efficiently coordinated;
The principal lllvolvement of your time will be in the collection, recording, and reporting
of data. That responsibility will rest largely with Human Resources. Senior managers will
be responsible for reviewing and approving the slotting of employees to their various
levels of responsibility and for approving the content of the CPP Manual. It is rare that
managers are diverted from their primary responsibilities for more than a couple of hours
at a time.
v. STAFFING
I will sezve as the principal consultant on this assignment I will call upon a professional
colleague, Eileen Taylor, SPHR, to ensure that you receive the best, and most cost
effective, products4 She will be intimately involved in the survey design, the tabulation of
results, and the distribution to participants. She will be involved in other aspects of the
project(s), as necessary and appropriate. Eileen and I have worked together since 1992
and have completed dozens of other, similar assignments~
4
I have worked extensively in the compensation field since 1969. I am a Certified
Compensation Professional and the principal author of the Career Progression Program,
Most important, I have extensive experience and lmowledge of Human Resources
Management, and Compensation Programs particularly. Further, I have worked in
companies representing all types of industries, including municipalities, across the
country~
In addition to 15 years as a Compensation Consultant, I have served in a Senior
Management role in charge of Human Resources for 4 companies incorporating a period
of over 20 years~
As further testimony to my knowledge of the subject matter, I have served as an Adjunct
ProfessorlInstructor for three major academic institutions in the Metropolitan Washington
area~ Most recently, I taught Organizational Behavior to MBA students at Virginia Tcch~
VI. SUML\iARY
Sharon, I am excited about the opportunity to help you and your management team
develop a compensation program that will support your mission and your corporate
culture and allow you to attract, retain, and competitively reward employees based on
performance~ I am confident that you will find that the value of the products (CPP and
survey) far outweighs their initial cost.. As the saying goes, it is an "investment in your
future~ "
Best regards,
Thomas R~ Edgar
T~ R~ Edgar & Associates
I hereby accept the terms and conditions of the proposal submitted by T~R~ Edgar &
Associates and authorize commencel11ent of work on the development of a Career
Progression Program (CPP) and a Wage/Salary Survey for DME within 2 weeks
following the approval date of this proposal.
APPROVED:
Howard Martin, Acting City Manager
Date
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DRAFT MINUTES
PUBLIC UTILITIES BOARD
July 24, 2006
After determining that a quorum of the Public Utilities Board of the City of Denton, Texas was
present, the Vice Chair of the Public Utilities Board will thereafter convened an Open Meeting
on Monday, July 24,2006 at 9:05 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present:
Vice Chair Dick Smith, George Hopkins, Bill Cheek, John Baines (arrived at 9:25
a.m.), Phil Gallivan and Bob Bland (arrived at 9:06 a.m.).
Absent:
Chair Charldean Newell, excused
Present:
Ex Officio Member:
Howard Martin, Interim City Manager
OPEN MEETING:
ITEMS FOR INDIVIDUAL CONSIDERATION:
7) Consider recommending approval of a Professional Services Agreement with T.R. Edgar &
Associates, Sole Proprietorship, of McLean, Virginia for the completion of a Career
Progression Program and a Wage/Salary Survey regarding Denton Municipal Electric, in an
amount not to exceed $46,500.
Sharon Mays, Director of DME, stated that the price for the study was competitive and offered a
more flexible process.
Bland asked if this firm had been used by anyone else in Texas.
Howard Martin, Interim City Manager, replied that Bryan and Colleyville had used this firm.
Martin also pointed out that that Water/Wastewater and Solid Waste salary survey was part of
the General Fund and would cost less than $25,000.
Gallivan moved to approve with a second from Hopkins. The motion was approved by a
vote of 6-0.
Exhibit 4
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
CM:
Economic Development
Howard Martin, 349-8232 ..
DEPARTMENT:
SUBJECT
Consider adoption of an ordinance of the City of Denton authorizing an Amendment to
the Economic Development Program Grant Agreement between SFT Industrial, Ltd and
the City of Denton; and providing an effective date. The Economic Development
Partnership Board recommends approval (4-0).
BACKGROUND
On March 1,2005, the City Council approved a Chapter 380 agreement with Granite
Properties. Granite's business park will be built in three phases and should be complete
in about five years. The first phase of297,000 square feet is nearing completion. A
condition of the agreement requires the City to improve Metro Street to the entrance of
the Texas Industries (TXI) plant within six months of the issuance of Granite's building
permit for Phase I.
During the process of preparing and reviewing the project plan, we discovered that only a
portion of Metro was actually a dedicated City street. The remaining portion of the road
belonged to TXI. (as shown on the attached map.) TXI has agreed to donate the right-of-
way to the City in exchange for the ability to connect to the sewer line being extended by
Granite along Metro.
The extension of the sewer to TXI's property is a cost to be borne by the City as it is in
lieu of the purchase of right-of-way. Granite has contractors on site that could undertake
this project at a considerable cost savings to the City. They have agreed to perform this
work but request that the City reimburse them for the actual cost in a one-time payment.
The cost is estimated at $30,000.
ESTIMATED SCHEDULE OF PROJECT
Metro Street is currently under construction and has an estimated completion date of
August 15,2006. Construction on the extension of the sewer line to TXI could begin as
soon as the amendment is approved.
PRIOR ACTION/REVIEW
The Economic Development Partnership Board reviewed this request and recommend
approval of the amendment to the Chapter 380 agreement (4-0).
The City Council received a report at their July 25, 2006 meeting and advised staff to
proceed with the amendment.
- 1 -
FISCAL INFORMATION
The estimated $30,000 for the extension of the sewer line is comparable to that for the
cost of the right-of-way.
EXHIBITS
1. Ordinance
2. Amendment to Economic Development Program Grant Agreement
3. Map
4. Minutes from Economic Development Partnership Board Meeting
Respectfully submitted:
~ ~
Linda Ratliff, Director
Economic Development Department
- 2 -
S :\Our Documents\Ordinances\06\SFT Industrial.doc
ORDINANCE NO~
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AMENDMENT TO
THE ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT BETWEEN 8FT
INDUSTRIAL, LTD~ AND THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE
DATE~
WHEREAS, on March 1, 2005 the City and 8FT Industrial, Ltd. ("Granite") entered into
an Economic Development Program Grant Agreement ("Agreement") authorized by Ordinance
No. 2005-084; and
WHEREAS, the City Council of the City of Denton hereby finds that an Amendment to
the Agreement between the City and Granite, attached hereto and made a part hereof by
reference (the "Amendment) serves a municipal and public purpose and is in the public interest;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set forth herein~
SECTION 2~ The City Manager, or his designee, is hereby authorized to execute the
Amendment to the Agreement and to exercise all rights and carry out the duties and
responsibilities of the City of Denton under the Amendment to the Agreement, including the
expenditure of funds as provided in the Amendment.
SECTION 3~ This Ordinance shall become effective immediately upon its passage and
approva1~
PASSED AND APPROVED this the
day of
, 2006.
PERRY R~ McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY.
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M~ S ER, C ATTORNEY
BY:
Exhibit 1
AMENDMENT TO ECONOMIC DEVEL 0 PMffi NT
PROGRAM GRANT AGREEMENT WITH
8FT INDUSTRIAL, LTD.
This Amendment to Economic Development Program Grant Agreement (the
"Amendment") is made and entered into as of the effective date provided for below, by
and between 8FT INDUSTRIAL, LTD.., a Texas Limited Partnership ("Granite"), and the
CITY OF DENTON, a Texas municipal corporation (the "City"), for the purposes and
considerations stated below:
WHEREAS, the City and Granite entered into that certain Economic
Development Program Grant Agreement (the "Existing Agreement") authorized by City
Ordinance No. 2005-084 and dated March 1, 2005 under Chapter 380 of the Local
Government Code to stimulate economic development in the City; and
WHEREAS, under paragraph v.o of the Existing Agreement the City is required
to complete the perimeter street, Metro Street; and
WHEREAS, the parties did not realize at the time of the Existing Agreement that
portions of Metro Street were not dedicated public right-of-way, thereby necessitating the
acquisition of street right-of-way in order for the City to fulfill its obligation to complete
Metro Street; and
WHEREAS, in order to obtain street right-of-way from TXI, an affected property
owner, the City agreed to request that Granite install at City's expense an 8 inch sanitary
sewer line within Granite' development that can serve TXI's property, which sanitary
sewer line is shown on Exhibit A, attached hereto and made a part hereof by reference
(the "Sanitary Sewer Line");
NOW, THEREFORE, the City and Granite covenant and agree as follows:
1. Paragraph V.O of the Existing Agreement is hereby amended to add the
following: "Granite shall cause the Sanitary Sewer Line to be constructed. City shall
reimburse Granite the actual construction costs upon completion of the Sanitary Sewer
Line, which costs shall not exceed $30,000 without the written approval of City. The City
may authorize progress payments."
2. All other terms and conditions of the Existing Agreement shall remain in full
force and effect.
3. This Amendment shall be effective as of the last date of signature of a party as
indicated below (the "Effective Date").
Signed as of the Effective Date..
Page 1
Exhibit 2
CITY OF DENTON, TEXAS
BY:
HOWARD MARTIN,
INTERIM CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO FO
EDWIN M. S ER, TY ATTORNEY
BY:
8FT INDUSTRIAL, LTD.
A Texas Limited Partnership
BY: GRANITE PROPERTIES, INC.
A Delaware Corporation its general partner
BY:
Greg P. Fuller
Its Managing Director
Page 2
Economic Development Partnership Board Minutes
July 28, 2006 at 11 :30 a.m.
Chamber of Commerce Briefing Room
The Economic Development Partnership Board convened in the Chamber of
Commerce Briefing room located at 414 Parkway, Denton, Texas on
Wednesday, July 28, 2006 at 11 :30 a.m.
Members present: Euline Brock, Perry McNeill, Jerry Mohelnitzky and Norval
Pohl. Ex-officio member: Howard Martin.
Staff present: Michelle Cunningham, Karen Dickson, Linda Ratliff and Patti
Temple.
Jerry Mohelnitzky called the meeting into open session at 11 :44 a.m.
3. Receive a report, hold a discussion and make recommendation regarding an
amendment to the Granite Properties Chapter 380 Agreement to provide for
the construction of a sanitary sewer line along Metro Street. Ratliff presented
information previously submitted saying the City of Denton told Granite they
would improve the street. In reviewing the roadway the City discovered the
entire street was not a City street; a good portion was owned by TXI. To
obtain the right-of-way to put in the street, TXI is asking the City to provide a
sewer line extension to TXI. Cost for the line is $28,000. The City of Denton
engineers met with Granite, and deemed Granite was able to provide the line
much faster and at a significantly lower cost than the City could. The City and
Granite would like the Chapter 380 Agreement to be amended to give
reimbursement of the cost for the sewer line installation and work immediately
to facilitate the process for gaining right-of-way so the road construction can
begin. Norval Pohl motioned for support of the Chapter 380 Agreement
changes be taken to the City Council. Perry McNeill seconded. The vote was
unanimous (4-0).
Exhibit 4
S:\Audit Conunittee\July 14, 2006\Final AIS Audit Finance Committee.doc
AGENDA INFORMATION SHEET
AGENDA DATE: August 1, 2006
DEPARTMENT: Internal Audit
eM: Howard Martin ~
SUBJECT:
Consider approval of a Resolution of the City of Denton, Texas, amending Resolution No..
R2006-0 13 by changing the name from Audit Committee to Audit/Finance Committee;
approving a Council Audit/Finance Committee Directive, Bylaws of the Audit/Finance
Committee, and Internal Audit Charge; and providing an effective date..
BACKGROUND
Resolution 2006-013 establishing the City Council Audit Committee (Committee) as a standing
committee of the City Council and approving a Council Audit Committee Directive (Directive),
Bylaws of the Audit/Finance Committee (Bylaws) and Internal Audit Charge was approved by
Council during Apri12006~
In accordance with the established Bylaws, changes to the Bylaws must be recommended by a
majority vote of the full Committee and approved by Council. During June 2006, Committee
members recommended by majority vote that the following changes be made:
../ The Committee name be changed from Audit Committee to Audit/Finance
Committee
./ Bylaws be changed to reflect "election" versus "appointment" of the Committee
Chair and Vice-Chair, in Article III, Section 5
,/ Bylaws be c~anged to provide a more specific date for submission of the Annual
Audit Plan for approval by the Committee, in Article II, Section 1..8
OPTIONS
Approve the Resolution formally changing the name of the City Council Audit Committee to
AuditlFinance Committee and approve the changes to the associated Committee documents as
referenced in the Resolution as Exhibits A, Band C: Council Audit/Finance Committee
Directive, Bylaws of the Audit/Finance Committee and Internal Audit Charge.
Not approve the Resolution formally changing the name of the City Council Audit Committee to
AuditIFinance Committee and approve the changes to the associated Committee documents as
referenced in the Resolution as Exhibits A, Band C: Council AuditlFinance Committee
Directive, Bylaws of the Audit/Finance Committee and Internal Audit Charge..
S :\Audit Charter\July 2006 Updates\Final AIS Audit Finance Committee. doc
RECOMMENDATION
Approve the Resolution formally changing the name of the City Council Audit Committee to
AuditIFinance Committee and approve the changes to the associated Committee documents as
referenced in the Resolution as Exhibits A, B and C: Council Audit/Finance Committee
Directive, Bylaws of the Audit/Finance Committee and Internal Audit Charge.
PRIOR ACTIONIREVIEW (Council.. Boards~ Commissions)
Approved by City's Audit Committee in July 2006
Respectfully submitted:
Andrea Gage, Internal AUditor~
Page 2 of2
S :\Our Documents\Resolutions\06\Audlt Finance Committee.doc
RESOLUTION NO.
A RESOLUTION OF THE CITY OF DENTON, TEXAS, AMENDING RESOLUTION NO.
R2006-013 BY CHANGING THE NAME FROM AUDIT CO:MN1ITTEE TO
AUDIT/FINANCE COMMITTEE; APPROVING A COUNCIL AUDIT/FINANCE
COMMITTEE DIRECTNE, BYLAWS OF THE AUDIT/FINANCE CO:MN1ITTEE, AND
INTERNAL AUDIT CHARGE; AND PROVIDING AN EFFECTNE DATE.
WHEREAS, on April 18, 2006 the City Council approved Resolution No. R2006-013
establishing the Audit Committee to help insure independence in internal audit matters; and
WHEREAS, it has been decided that the name of the Audit Committee be changed to
Audit/Finance Committee; and
WHEREAS, the City Council is of the opinion and hereby finds the establishment of the
Audit/Finance Conunittee is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. The findings set forth in the preamble of this Resolution are incorporated
by reference into the body of this Resolution as if fully set forth herein.
SECTION 2. The City Council hereby amends Resolution No. R2006-013 and renames
the Audit Committee to AuditIFinance Committee. The Committee will consist of the Mayor
and two City Council members appointed by the City Council.. The AuditIFinance Committee
shall conduct its activities in accordance with Council AuditIFinance Committee Directive,
Bylaws of the Audit/Finance Committee, and Internal Audit Charge, attached hereto and made a
part hereof as Exhibits A, B, and C, respectively.
SECTION 3. This Resolution shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
day of
, 2006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
S :\Qur Documents\Resolutions\06\Audit Finance Committee.doc
APPROVED AS TO LEGAL FORM:
EDWIN M~ SNYDER, CITY TTORNEY
BY:
Page 2 of2
EXHTRIT A
City of Denton
COUNCIL AUDITIFINANCE
COMMITTEE DIRECTIVE
City of Denton
AuditlFinance Committee Directive
1 ESTABLISHMENT
The Audit/Finance Committee (Committee) is established in accordance to
resolution number . This Committee is a standing committee of the
City Council (Council). This Directive establishes the responsibilities and
explains the role of the Committee.
2 OBJECTIVE
The primary objective of the Committee is to assist Council in fulfilling its
organizational governance and oversight responsibilities relating to the audit
function, and both fmancial and operational information and reporting
practices. More specifically the Committee will:
>>- Assess fmancial data and basis of information for objectivity,
consistency and reliability
). Enhance the independence and effectiveness of the Internal Audit
Department (Internal Audit);
)- Oversee the application of appropriate accounting and disclosure
policies and procedures;
>> Monitor existing organizational policies and recommend new policies
to prohibit unethical, questionable or illegal activities;
)> Provide a communication link between Management, internal
auditors/external auditors and Council;
~ Promote the need for public accountability of managers to Council, the
tax and ratepayers and other interested parties; and
)- Support measures to improve operational performance and internal
contra 189
3 RESPONSmILITIES
The Committee will work closely with Management and internal and external
auditors to cany out its responsibilities9 While Management has the primary
responsibility for financial reporting, application and maintenance of internal .
controls, compliance with laws and regulations, and setting of ethical
standards, the Committee will exercise an independent monitoring and
reviewing role.
The Committee will have unrestricted access to all information, including
documents and personnel, and have adequate resources including the right to
seek independent professional advice in order to fulfil its oversight
responsibilities..
1
City of Denton
AoditlFinanee Committee Directive
The responsibilities of the Committee include:
3.1 IDternal Audit Activities
Subsections 2..08(q)(r) and Section 2.13 of the City of Denton Charter
(the "Charter") authorize the Council to provide for the auditing and
investigation of the municipal affairs of the City. To that end it is
important that the City's internal audit function be independent and
free from improper influence or coercion.. The internal audit function
is not an administrative function of the City contemplated by Section
5.03 of the Charter. Therefore, the prohibitions contained in Section
2~lO of the Charter are not applicable to the internal audit function..
The Committee will establish, maintain and oversee Internal Audit and
ascertain that the activities undertaken by Internal Audit are in
accordance with the Internal Audit Charge. The Committee will
review and approve the Annual Internal Audit Plan and monitor the
planning and scope of Internal Audit activities, assessing findings,
recommendations, and results of those activities~
The Committee will review and concur in the appointment;
replacement or dismissal of the Internal Auditor to ensure
independence of the function is maintained.
The Committee will monitor whether Internal Audit is receiving the
cooperation of all levels of Management; and in light of its purpose
and activities, is viewed as a governance function for CounciL The
Committee will assess whether all significant recommendations
resulting from internal audits performed, have been properly
implemented by Management
The Committee will review, monitor and assist in the minimization of
operational risk by assessing the effectiveness of the control
environment established by Management.
3.2 Financial and OperatiolUll Oversight
It . is understood that Management retains the authority and
responsibility to direct and formulate data and information regarding
fmancial information, including data, reports and forecasts~ The
Committee will provide financial oversight by reviewing fmancial
reports or data that is being put before Council for decision-making
purposes to ensure its integrity and completeness. Further, the
Comnlittee will review significant accounting, operational and
reporting issues and assess their impact on the financial and operating
results, and will assess the overall affect on the system of internal
contro Is.
2
City of Denton
AuditlFbumce CoDlDlittee Direetive
The Committee will provide oversight of the audit activities performed
by the external auditors by reviewing the effectiveness of the annual
audit, to ascertain whether emphasis is being placed on areas where the
Committee, Management or the auditors believe special attention is
necessary~ Further, the Committee will review Management responses
to external audit reports and the extent to which audit
recommendations concerning internal accounting controls, and other
matters, are implemented~
3.3 Reporting and Other Matters
The Committee will assess whether Council is receiving reliable and
timely Management information. This assessment will include
detailed reviews of the proposed Annual Program of Services to ensure
decisions and Management propositions are prudent and meet the
overall organizational objectives~
The Committee will periodically review the Ethics Policy for Elected
and Appointed Officials and any other organizational policies related
to ethics, code of conduct, conflict of interest, fraud and other sensitive
issues that relate to setting the control climate within the organization..
4 MEMBERSHIP
The Committee will consist of the Mayor and two additional Council
members.. The City Manager and Internal Auditor shall be non-voting ex
officio members of the Committee~ Other ex officio non-voting Committee
members may be added by a majority vote of the full Committee~ The Internal
Auditor will be the staff liaison and provide assistance and guidance to the
Committee..
Council members on the Committee will be appointed based on their
experience and ability to effectively guide the City in avoiding both financial
and operational risk~
5 MEETINGS, RECORDS AND REPORTING STRUCTURE
5.1 The Committee shall meet at least quarterly. The Chair, with the
assistance of Internal Audit, will set the date, time and place for the
meetings~ In addition, the Chair will call a meeting if requested to do
so by any Committee member, the City Manager, or the Internal
Auditor..
5.2 A quorum shall consist of two members~
5.3 Committee meetings will be posted in accordance with the Open
Meetings Act, being Chapter 551 of the Government Code.
3
City of Denton AaditlFinanee Committee Directive
5.4 The Internal Auditor will serve as the staff liaison to the Committee
and oversee the preparation of the agenda and minutes for all
Committee meetings.
5.5 The Committee shall keep correct and complete minutes of the open
proceedings of all meetings. .
4
City of Denton Audit/Finance Committee
Bylaws
EXHIBIT B
BYLAWS OF THE CITY OF DENTON
AUDITIFINANCE COMMITTEE
ARTICLE I: INTRODUCTION
These Bylaws shall govern the actions of the City of Denton AuditIFinance Committee
(Committee), established by Resolution nwnber and the Council
AuditIFinance Committee Directive (Council Directive) of the City of Denton, in the
regulation and management of its affairs.
ARTICLE D: OBJECTIVES & RESPONSIBILITIES
The objective and broad responsibilities of the Committee are stated in the Council
Directive as:
The primary objective of the Committee is to assist Council in
fulfilling its organizational governance and oversight responsibilities
relating to the audit function, and both financial and operational
information and reporting practices.
The Committee will work closely with Management and internal and
external auditors to carry out its responsibilities. While Management
has the primary responsibility for financial reporting, application and
maintenance of internal controls, compliance with laws and
regulations, and setting of ethical standards, the Committee will
exercise an independent monitoring and reviewing role.
The Committee will have unrestricted access to all information,
including documents an~ personnel, and have adequate resources
including the right to seek independent professional advice in order to
fulfill its oversight responsibilities. ,
1
City of Denton Audit/Finance Committee
Bylaws
The Committee shall have the purposes stated In the Resolution and the Council
Directive and shall exercise the following powers:
1 Internal Audit Activities
According to the Council Directive, "Subsections 2.08(q)(r) and Section
2.13 of the City of Denton Charter (the "Charter") authorize the Council to
provide for the auditing and investigation of the municipal affairs of the
City. To that end it is important that the City's internal audit function be
independent and free from improper influence or coercion. The internal
audit function is not an administrative function of the City contemplated
by Section 5.03 of the Charter. Therefore, the prohibitions contained in
Section 2.10 of the Charter are not applicable to the internal audit
function.
The Committee will establish, maintain and oversee Internal Audit and
ascertain that the activities undertaken by Internal Audit are in accordance
with the Internal Audit Charge."
The Committee may delegate any other powers to Internal Audit to assist
in fulfilling the governance role. The Committee's oversight functions
will be performed to assist Council, boards and commissions, and
Management of the City of Denton, in providing efficient and effective
services to the tax and ratepayers of the City.
The Committee shall:
1.1 Monitor whether Internal Audit is receiving the cooperation of all
levels of management; and in light of its purpose and activities, is
viewed as a governance function for Council. Ensure there are no
unjustified restrictions or limitations put forth on the Internal
Auditor in the performance of audits or reviews.
1.2 Review, monitor and assist in the minimization of operational risk.
1.3 Ensure appropriate systems of internal controls are established by -
City Management, including computerized information system
controls and security, to detect and minimize fmancial and
operational risks. This will allow the City to achieve its objectives
within an acceptable level of risk.
1.4 Ensure that adequate procedures are in place to address any
fraudulent or corrupt activities that may affect the City.
1.5 Approve the appointment, replacement or dismissal of the Internal
Auditor as provided in the Internal Audit Charge (5.2).
2
City of Denton Audit/Finance Committee
Bylaws
1.6 Approve job classifications, descriptions and pay ranges for the
Internal Auditor, and any necessary staff or external assistance, for
Intemal Audit for submission to CounciL
1.7 Ascertain that the activities undertaken by Internal Audit are in
accordance with the Internal Audit Charge.
1.8 Review and approve the Annual Internal Audit Plan (Audit Plan),
which shall be drafted by the Internal Auditor, and submitted to the
Conunittee for approval annually in February, following the
completion of the external audit Assess whether resources
available to Internal Audit are adequate to implement the Audit
Plan.
1.9 Review the planning and scope of Internal Audit activities and
assess the results, reconunendations and findings of those
acti vities.
1.10 Review and approve all financial, performance and self-assessment
reports performed by Internal Audit.
1.11 Review responses and action plans submitted by audited City
Management.
1.12 Assess whether all significant reconunendations provided by
Internal Audit have been properly implemented by Management.
Any reservations the Internal Auditor may have about control risk,
accounting and disclosure practices should be discussed by the
Committee.
1.13 Review and approve the Internal Audit budget on an annual basis
for submission to Council.
2 Financial and Operational Oversight
The Council Directive provides that "It is understood that Management
retains the authority and responsibility to direct and formulate data and
information regarding fmancial information, including data, reports and
forecasts. The Committee will provide fmancial oversight by reviewing
financial reports or data that is being put before Council for decision-
making purposes to ensure its integrity and completeness. Further, the
Committee will review significant accoWlting, operational and reporting
issues and assess their impact on the financial and operating results, as
will assess the overall affect on the system of internal controls."
3
City of Denton Audit/Finance Committee
Bylaws
The Committee shall:
2.1 Confer with external auditors, and any other federal, state, or
independent accountants/auditors/consultants retained by the City
and discuss their timetable, audit plan and any issues noted
regarding accolUlting policies or errors, control weaknesses,
process efficiencies or issues arising with City personnel.
2.2 Review and confer with the external auditors to ensure fmancial
compliance with accounting policies and procedures, and
governing laws, roles and regulations.
2.3 Review the scope of the total audit activities with the external
auditors, accountants or consultants.
2.4 Review and confer with.the external auditors concerning the final
fmancial statements prior to the approval by Council, taking to the
Council any external audit comments or other Committee
concerns. In particular the review should focus on:
~ significant changes in acCOlUlting policies and practices;
> any major judgmental area;
~ significant audit adjustments; and
)i> proposed departures from accounting standards.
2.5 Review the effectiveness of the annual audit, to ascertain whether
emphasis is being placed on areas where the Committee,
Management or the auditors believe special attention is necessary.
2.6 Review Management responses to external audit reports and the
extent to which audit recommendations concerning internal
accounting controls and other matters are implemented.
2.7 Review significant accounting, operational and reporting issues
and understand their impact on the organization's financial and
operational status.
2.8 Review, recommend and approve arty significant accounting policy
changes.
2.9 Review other fmancial reports or data that is being put before the
Council for decision-making purposes to ensure its integrity and
completeness.
4
City of Denton Audit/Finance Committee
Bylaws
3 Reporting and Other Matters
Perform other duties as stated in the Council Directive or otherwise
delegated by Council which consist of the following:
3.1 Review the proposed Annual Program of Services (organizational
budget) in detail to ensure decisions and Management propositions
meet the overall organizational objectives and that information
presented is based on objective, sound and reliable data.
3.2 Periodically review the Ethics Policy for Elected and Appointed
Officials and any other organizational policies related to ethics,
code of conduct, conflict of interest, fraud and other sensitive
issues that relate to setting the control climate within the
organization.
3.3 Determine whether COWlcil is receiving reliable and timely
Management information.
3.4 Report any matter to the Council and/or City Manager that the
Committee considers appropriate.
3.5 Submit an annual report to the Council and City Manager, which
shall include any recommendation for change to its responsibilities
as written in these bylaws..
ARTICLE m: MEMBERSmP AND OFFICERS
4 Membership
The COWlciI Directive states: "The Committee will consist of the Mayor
and two additional Council members. The City Manager and Internal
Auditor shall be non-voting ex officio members of the Committee. Other
ex officio non-voting Committee members may be added by a majority
vote of the full Committee. The Internal Auditor will be the staff liaison
and provide assistance and guidance to the Committee..
Council members on the Committee will be appointed based on their
experience and ability to effectively guide the City in avoiding both
financial and operational risk."
In order to assist it in its investigatory and auditing function, the
Committee may solicit advise from persons internal or external to the
organization with expertise in auditing and financial practices, or in a
profession for which advice is being sought..
5
City of Denton Audit/Finance Committee
Bylaws
5 Ofticers
The officers of the Committee shall consist of a Chair and a Vice Chair as
elected by the Committee~ The officers shall be elected annually by the
Committee at the first meeting following formal appointment of
Committee members by Council.
6 Chair
The Chair will be determined by the voting members of the Committee at
the first meeting following official appointment by Council.. The Chair
shall be the principle executive officer and shall exercise general
supervision and control over the affairs of the Committee. In addition, the
Chair shall have such powers and duties as the Council may from time to
time assign. The Chair has the power to sign correspondence and
resolutions for the Committee. The Chair is also authorized to meet
separately with the Internal Auditor and/or City Manager to discuss
sensitive audits and investigations.
7 Vice Chair
The Vice Chair shall be determined by the Committee at the first meeting
following official appointment of Committee members by CounciL The
Vice Chair shall have the powers and shall perform the duties that the
Committee and/or the Chair prescribe. If the Chair is absent or unable to
fulfill their duties, the Vice Chair shall perform all duties and exercise all
the powers of the Chair.
ARTICLE IV: AUDITIFINANCE CO:MMITTEE ADMINISTRATION
8 "Meetings
The Council Directive states, "The Committee shall meet at least
quarterly. The Chair, with the assistance of Internal Audit, will set the
date, time and place for the meetings. In addition, the Chair will call a
meeting if requested to do so by any Committee member, the City "
Manager, or the Internal Auditor~"
A quorum shall exist when a majority of the voting members are present.
The Committee may set meeting dates to accommodate special
circumstances. No business, other than that on the agenda may be
conducted at a meeting.
6
City of Denton Audit/Finance Committee
Bylaws
9 Notification of Meetings
Committee meetings will be posted in accordance with the Open Meetings
Act, being Chapter 551 of the Government Code.
10 Voting
Each member of the Committee shall have one vote. Members must be
present at the time of the vote. Except as otherwise provided in the
Council Directive and these bylaws, the act of the majority of the
members present at a meeting, at which a quorum is present, is the act of
the Committee. A quorwn shall consist of two members.
11 - Protocol
To the extent not contrary to these bylaws, and the Council Directive,
Roberts Rules of Order pertaining to small assemblies may be consulted
regarding the conduct of Committee meetings. The Committee may
convene into closed session when authorized by the Open Meetings Act.
ARTICLE V: BOOKS AND RECORDS
12 Records Required
The Committee shall keep correct and complete minutes of the open
proceedings of all meetings.
ARTICLE VI : AMENDMENT
These bylaws may be repealed or amended, and additional bylaws may be adopted, by
the recommendation of a maj ority vote of the full Committee and approval by Council.
ARTICLE VB: SIGNATURE
I HEREBY CERTIFY that the foregoing is a true, correct and complete copy of the
Bylaws of the City of Denton AuditlFinance Committee, as in effect on this day of
CHAIR,
CITY OF DENTON AUDIT COMMITTTEE
7
EXRTRIT C
City of Denton
INTERNAL AUDIT CHARGE
Oty of Denton
Internal Audit Charge
1 ESTABLISHMENT
The Internal Audit Department (Internal Audit) was established to provide the
City of Denton (City) with a comprehensive program of internal auditing as an
overall internal control measure and a service to the City.
2 OBJECTIVE
The primary objective of Internal Audit is to aid City Council (Council) and
City Management (Management) in achieving City goals and objectives while
minimizing undue risk. Internal Audit is a control that functions by measuring
and evaluating the effectiveness of other City internal controls. Internal Audit
shall assist the organization in meeting objectives by performing a variety of
independent audit functions including fmanciaI, performance and compliance
audits; risk assessment; and other evaluations as deemed necessary.
3 INDEPENDENCE
3.1 Internal Audit shall be free from control or undue influence in the
selection and application of audit techniques, procedures and
programs; the determination of facts revealed by the examination or in
the development of recommendations or opinions; and the selection of
areas, activities, personal relationships and managerial policies to be
examined.
3.2 Internal Audit reports operationally to the Audit/Finance Committee
(Committee). When matters involving Management arise, or other
matters as determined by the Internal Auditor, the Internal Auditor will
have the right to call together only those members of the Committee
that are not a part of Management
4 AUTHORITY
Internal Audit shall have the following authority:
· Unrestricted access to all City. functions, records, property and personnel..
· Full and free access to the Committee. When matters arise that involve
Management or other sensitive areas~ the Internal Auditor may call
together only the voting members of the Committee.
· Ability to allocate resources, set frequencies, select subjects, determine
scopes of work and apply the techniques required to accomplish audit
objectives.
· Access to review the findings and recommendations of examinations
performed by regulatory agencies or other external entities.
1
City of Denton
Internal Audit Charge
· Ability to perform unplanned internal audit projects/reviews throughout
the year when determined necessary by Internal Audit, Management or the
CounciL However, if a proposed project may substantially change the
Annual Internal Audit Plan (Audit Plan), a majority vote must be obtained
from the voting members of the Committee to approve the performance of
the project and the related change to the Audit Plan~
5 REPORT STRUCTURE
5~ 1 Administratively, and when independence is not compromised,
Internal Audit will report directly to the City Manager~ All
administrative matters concerning work schedules, time off and
performance evaluations will be handled by the City Manager.
5~2 Operationally, Internal Audit will report to the Committee.. This will
include approval of the appointment, replacement or dismissal of the
Internal Auditor, as well as guidance and approval regarding the Audit
Plan and audit work performed throughout the year.
6 RESPONSIBILITIES
6.1 Internal Audit is responsible for providing the Committee and
Management information about the adequacy and effectiveness of its
systems of internal controls and quality of operating performance when
compared to established goals or standards. In doing so, Internal Audit
will provide audit services and recommendations to assist Management
in ensuring:
· Risks are appropriately identified and managed.
· Interaction among various departments occurs effectively and
effic iently ~
· Significant financial, managerial and operational information is
accurate,.reliable and timely.
· Employees' actions are in compliance with policies, standard
procedures and applicable laws and regulations.
· .Resources are acquired economically, used efficiently and
adequately protected.
· Programs, .plans and objectives are achieved.
· Quality and continuous improvement are fostered in Management's
control processes~
· Significant legislative or regulatory issues affecting the City are
recognized and addressed.
6.2 Internal Audit will be responsible for developing and implementing a
flexible annual Audit Plan to include any risks or control concerns
identified by Management or the Committee. The Audit Plan is
submitted to the Committee for review and approval.
2
City of Denton Internal Audit Charge
6.3 Internal Audit will conduct financial and performance audits in
accordance with Government Auditing Standards as promulgated by
the United States General Accounting Office.
6~4 A professional audit staff will be maintained with sufficient
knowledge, skills, experience and professional certifications to ensure
the requirements of this Charge are achieved.
6~5 Follow-up reviews will be performed to monitor and ensure that
Management actions have been effectively implemented or that
Management has accepted the risk of not taking action.
6~6 The Internal Auditor will provide periodic reports to the Committee
summarizing results of audit activities. Further, Internal Audit will
ensure significant suspected fraudulent activities within the City are
investigated and Management and the Committee are notified of the
results.
6.7 Internal Audit will assist the Audit/Finance Committee in their
responsibility to hire, direct and provide oversight of the External
Audit and related contracts or any other related services.
6.8 It is not the responsibility of Internal Audit, but rather that of
Management to resolve issues noted during any Internal Audits
performed and implement new procedures and processes necessary to
ensure the efficient and effective operation of City functions~ Further,
it is the responsibility of Management to ensure proper internal
controls are implemented and functioning properly throughout City
operations.
7 AUDIT RECORDS ACCESSIBILITY
Only reports and other audit records that are required to be made public under
the Public Information Act will be made public, unless public disclosure is
authorized by the Council~
3
AGENDA INFORMATION SHEET
AGENDA DATE: August 1, 2006
DEPARTMENT: Legal
CM/DCM/ACM: Edwin M. Snyder, City Attorney
SUBJECT: Consider approval of a resolution of the City Council of the City of Denton,
. Texas prescribing the manner in which the City will lease its oil, gas or other mineral interests
in lands; and providing an effective date.
BACKGROUND: The Texas Attorney General recently issued a legal opinion that cities are
not required to competitively bid the leasing of city oil, gas and mineral interests. At the Council
July 18,2006, staffwas directed to prepare a resolution providing for mineral lease procurement
under a hybrid procedure under a request for proposals/negotiated format. The proposed
resolution provides for such process.
OPTIONS: City Council may approve the resolution as submitted, approve it with
modifications, or decline to approve a resolution~
RECOMMENDATION: Staff recommends that you pass the resolution.
FISCAL IMPACT: There should be no negative fiscal impact as the result of the adoption of
this resolution
S :\QUT Documents\Miscellaneous\O 6\0 80 1 06 Mineral Lease Prod AI8'.doc
.'" ,
S :\Qur Documents\Resolutions\06\M:ineral Lease Procedures Res-2.doc
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS PRE-
SCRIBING THE MANNER IN WHICH THE CITY WILL LEASE ITS OIL, GAS OR OTHER
MINERAL INTERESTS IN LANDS; AND PROVIDING AN EFFECTNE DATE.
WHEREAS, the Attorney General recently ruled in Opinion No~ GA-0441 that a munici-
pality may lease oil, gas and other mineral interests in land under the authority of Section
253..005 of the Local Govt~ Code on the terms determined by the City Council and that it does
not have to competitively bid such mineralleases~ NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1~ The findings and recitations contained in the preamble of this resolution
are incorporated herein by reference..
SECTION 2~ The City Council hereby approves the following procedures for the leasing
of oil, gas and mineral interests in City land:
a. A notice will be published in a newspaper of general circulation announcing that the
City is receiving proposals for the Jeasing of oil, gas and/or mineral interests in cer-
tain City land.
b~ City staff and/or City consultants will negotiate with one or more proposers and make
a recommendation to the City COlll1cil as to which proposer offers the City the best
lease, taking into consideration any and all factors that the City in its sole discretion
determines to provide the most prudent lease. The negotiations are not limited to any
set criteria, and the City and the pr<<;>posers may negotiate and re-negotiate any and all
terms, including terms not within the original proposals.
c. The City Manager, or his designee will make a recommendation to the City Council
of the best lease as provided for in Subsection 2.b.. The City Council may approve
the recommended lease, approve another lease that it determines is the best lease, or
decline to approve a lease~
SECTION 3. Nothing herein shall be ,construed to limit the City Council's authority to .
lease oil, gas, and/or mineral interests pursuant to any other procedure or method that the Coun-
cil deems appropriate, including without limitation the authorization by Council of direct nego-
tiation with a single lessee.
SECTION 4 This resolution shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
day of
, 2006.
....;.. . ~ ...
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY A TT
BY:
Page 2
PERRY R. McNEILL, MAYOR
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
DEP ARTMENT:
Planning and Development Department
Howard Martin, 349-8232 ..
ICM:
SUBJECT
Hold a public hearing and consider adopting an ordinance amending sections 35.13.7 and 35.23.2 of
the Denton Development Code pertaining to tree preservation requirements. The Planning and
Zoning Commission recommends approval (7-0). (DCA05-0010)
BACKGROUND
Applicant: City of Denton, Texas
The City Council Committee on the Environment met on March 29, 2005 to discuss options for code
amendments to address tree preservation near gas wells, transmission lines, and fiber optic lines. The
City Council Tree Subcommittee met on November 21, 2005 to discuss these same topics. The
reason for pursuing such an amendment is that the Council Committee on the Environment was
concerned with allowing the gas line developers to not pursue any tree mitigation leaving the surface
rights owner to be responsible for all the tree mitigation at a later time.
This amendment would require 25% mitigation paid into the tree fund for every tree removed from
the pad site, transmission and/or fiber optic line easement. For example, if a gas well impacts three
acres of a ten-acre site with trees, the gas well development provides a tree inventory for the three-
acre portion of the site. The gas well development pays into the Tree Fund for the caliper inches of
trees removed on 25% of the three-acre site (0.75 acres) at the rate of $125 per caliper inch. When
the remaining seven acres of the ten-acre site is developed, the land developer provides a tree
inventory for the seven-acre portion of the site. Future development on this seven-acre site preserves
or mitigates 25% or 1.75 acres. The total ten-acre site has accomplished 25% mitigation or
preservation of trees, through joint efforts of the surface property owner and the mineral rights
owner.
On January 17, 2006 the Council considered this item in work session. Issues were raised about the
applicability of this proposed ordinance to all utilities, and in particular electric utilities. In the mean
time, staff has performed additional research and worked with the electric utility on addressing its
issues. In addition, staff held a meeting with two representatives of the gas well industry on July 12,
2006, who were primarily concerned with their status as a public utility. At the conclusion of this
meeting, staff offered the participants to have their statements included in the council package for
this meeting. But, as of this writing, we have received no written statements from them.
PRIOR ACTION / REVIEW
March 29,2005
October 12, 2005
October 26, 2005
November 21,2005
December 14, 2005
January 17, 2006
July 12, 2006
City Council Committee on the Environment
Planning and Zoning Work Session
Planning and Zoning Work Session
City Council Tree Subcommittee
Planning and Zoning Public Hearing
City Council Work Session
Meeting with gas well developers and representatives
OPTIONS
1. Adopt as submitted
2. Adopt with conditions
3. Deny
4. Table
RECOMMENDATIONS
The Planning and Zoning Commission recommends approval, 7-0. The City Council Committee on
the Environment and the City Council Tree Subcommittee also recommends the adoption
amendment.
EXHIBITS
1. Ordinance
2. March 29,2005 staff report
3. March 29, 2005 City Council Committee on the Environment meeting minutes
4. November 21,2005 City Council Tree Subcommittee meeting minutes
5. December 14,2005 Planning and Zoning Commission minutes
Prepared by:
::ii
,iLl ~D" ;~\~ I:; ~ ~i" u! I ~~I'\!"i,
~iJ~ ~. 'I~'~: ~ f~'. . I~
Nona Muncie
Landscape Administrator
Respectfully submitted:
Kelly Carpenter, AICP
Director of Planning and Development
ORDINANCE NO~
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING SECTIONS 35.13.7.
AND 35.23.2 OF THE DENTON DEVELOPMENT CODE, PERTAINING TO TREE
PRESERVATION REQUIREMENTS; PROVIDING FOR A PENALTY CLAUSE WITH A
MAXIMUM AMOUNT OF $2000.00 FOR VIOLATIONS THEREOF; AND PROVIDING AN
EFFECTIVE DATE (DCA05-0010).
WHEREAS, after providing notice and after conducting a public hearing as required by
law on December 14, 2005, the Planning and Zoning Commission recommended approval of
certain changes to Section 35.13. 7 of the Denton Development Code, requiring 25% mitigation
through the tree fund only for trees measuring six inches or greater (dbh) removed from gas well
pad sites, gas transmission pipelines, and fiber optic line easements; and
WHEREAS, in order to effect these recommended changes, the Council also finds that
additional nonsubstantive revisions are also appropriate for the sake of clarity, as set forth herein;
and
WHEREAS, after providing notice and after conducting a public hearing as required by
law, the City Council finds that the subject changes to the Development Code are consistent with
the Comprehensive Plan and are in the public interest; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the findings and recitations contained in the preamble of this
ordinance are incorporated herein by reference.
SECTION 2. That subsections 35.13.7.A.2.c.v. and 35.13.7.A.2.c.vi. are hereby
amended to read as follows:
c. Exemptions:
v. Public Utilities may be exempted from these requirements upon
filing route plans prior to tree removal or construction, which
satisfactorily "demonstrate that the proposed installation lies within
routes previously established by a cu rrent Master Plan for
transportation or public utilities, or within an existing easement
recorded prior to the effective date of this ordinance.
vi. Public Utilities have the right to trim, cut, and/or remove any and all
trees that:
(a) Interfere with. or encroach upon the operation of
existing Public Utilities; or
(b) Create a safety issue for utility crews; or
(c) Create a safety issue for the public~
SECTION 3.. That the definition of the term "Public Utilities" contained within
subsection 35.23.2 is hereby amended to read as follows:
Public Utilities: For the purpo.ses of tree preservation provisions of the
Denton Development Code, the term Public Utilities means:
(i) entities franchised by the City to use public rights-of.way for the
conduct of their business;
(ii) entities that are upub:lic utilities" under pertinent provisions of the
Texas Utilities Code. or Texas Water Code but are specifically
exempted by state law from the requirement that they receive a
franchise from the City for the use of public rights-af-way;
(Hi) public sanitary sewers;
(iv) public water mains;
(v) public streets;
(vi) public storm sewers;
(vii) public detention ponds;
(viii) municipally-owned eJ~.ctric utilities; and
(ix) any contractor hired by these entities~
SECTION 4. That Subsections 35.13.7.A.7.a and 35.13.7.A.7.b are hereby amended to
read as follows:
7. Mitigation
If preservation cannot be reasonably achieved, then the following
mitigation standards shall apply:
a. Protected Trees and Large Secondary Trees may be removed if
mitigated as identified on Table 35.13.7.A and Table 35.13.7. B~
(i) Exceotion: For appliC;:tnts removing trees to facilitate installation of
gas wells (including roads, pad sites, and gathering lines), gas
transmission lines, ot to facilitate installation of communications
infrastructure or utilities which do not otherwise meet this Code's
definition of a Public Utility, the following mitigation standard shall
apply instead, without regard to tree designation or lot type: For
every 6" dbh or larger tree removed, the applicant shall mitigate the
removal by paying the established tree mitigation fee for 250/0 of the
total dbh removed~ . Fees must be paid prior to tree removal,
pursuant to the.: procedures established by subsection
35.13.7 .A. 7.e.
b. Quality Trees, Quality T~ee Stands, Secondary Trees and Secondary
Tree Stands may be removed in excess of the minimum preservation
requirement provided the excess removal is mitigated as identified on
Table 35.13.7.A and Table 35.13.7.8.
(i) Exception: For applicants removing trees to facilitate installation of
gas wells (including roads, pad sites, and gathering lines), gas
transmission lines, or to facilitate installation of communications
infrastructure or utilities which do not otherwise meet this Code's
definition of a Public .Utility, the following mitigation standard shall
apply instead, without regard to tree designation or lot type: For
every 6" dbh or larger tree removed, the applicant shall mitigate the
removal by paying the established tree mitigation fee for 25% of the
total dbh removed. . Fees must be paid prior to tree removal,
pursuant to the .. procedures established by subsection
35.13.7 .A. 7~e.
SECTION 5~ Any person violating any prOVISIon of this ordinance shall, upon
conviction, be fined a sum not exceeding $2,OpO.OO~ Each day that a provision of this ordinance
is violated shall constitute a separate and distinct offense.
SECTION 6~ If any section, subsection, paragraph, sentence, phrase or word in this
ordinance, or application there of to any person or circumstance is held invalid by any court of
competent jurisdiction, such holding shall not effect the validity of the remaining portions of this
ordinance, and City Council of the City of Dei1ton, Texas hereby declares it would have enacted
such remaining portions despite such invalidity..
SECTION 7. This ordinance shall become effective fourteen (14) days from the date of
its passage, and the City Secretary is hereby d~rected 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
2006.
PERRY R McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M~ SNYDE RNEY
AGENDA INFORMATION SHEET
TO:
Environment Committee Members
AGENDA DATE:
March 29, 2005
ACM:
Howard Martin, Utilities 349-8232
SUBJECT
Receive a report and hold a discussion regarding information requested by the Environment
Committee concerning tree preservation requirements associated with gas well development, gas
pipelines installation and fiber optic line installation within the City of Denton.
BACKGROUND
During the January 31, 2005 Environment Committee meeting, staff was directed to investigate
alternative options related to tree preservation associated with the installation of gas wells, gas
transmission lines and fiber optic lines. As the installation of these types of development is non-
residential, current tree preservation regulations would require 25% of all the trees on the
effected property to be preserved. However these types of development typically do not remove
more than 75% of the trees on a given property, so the impact (or burden) for preservation falls
to the surface owner and also becomes a tracking issue for staff.
Staff has identified three options to address this issue:
1. Apply current regulations.
Advantages
. Same approach currently used for other non-residential developments.
Disadvantages
. Problem defining the "property" - surface owner property or mineral lease
boundaries?
. Installation is linear and may only effect a small portion of the property, however, a
tree inventory for the entire property will need to be submitted by the applicant and
reviewed by staff.
. Surface owner bears the burden of the decisions made by mineral owner.
. In some cases, mineral owner could greatly influence the future development of the
surface by using up tree "allocation"
. Will be difficult to track.
. Will likely result in mineral right holder and/or fiber optic installer never having to
pay for tree preservation, unless they remove the only trees on the property or lease.
2. 100 percent replacement through mitigation funds or planting on site -
Advantages -
. Landowner is protected completely from tree preservation preventing future
development of property.
. Landowner starts with "fresh slate" when developing the land in the future
. No extensive tree tracking required for properties
. Encourages gas well industry to stay away from trees
Disadvantages
. Concern is that this approach singles out mineral developers and installer of fiber
optic lines as "different" from other developers. (legally and politically viable?)
. Requires guidelines for planting on site. (must be as near as possible to the area where
trees are removed, must have property owners approval, may impact future
development. Who checks, how do we verify survival, etc...?)
. Allows for piecemeal approach to removing trees.
. May not work for certain properties ... must have enough non-treed land space to
mitigate
3. 25% mitigation through tree fund only, for every tree removed from pad sit or transmission
and/or fiber optic line easement
Advantages
. Similar to existing code (25%)
. Does not single out gas well development as an industry.
. Removes ambiguity associated with surface owner / mineral owner relationship.
. By requiring mitigation in the form of funds with no on-site mitigation and a "clean
slate" for the surface property owner, this approach minimizes the need to track tree
removal on the property. Tree removal is assessed when gas and/or fiber optic
development occurs, and is assessed again on remaining trees when future land
development occurs.
. Encourages applicants to not remove trees, but is not more restrictive than current
code
. Will minimize a mineral right holder being able to influence the future development
of land.
Disadvantages
. May be perceived by gas well and fiber optic industry as inflexible.
. Does not result in as many on site trees, but does result in more money into the tree
fund, which may allow the city to purchase and set aside high quality tree stands.
. Surface owner will not have as many on-site trees (but will not be much different than
a full development scenario) ... may create a situation where the only trees on a
property are removed (this should be rare).
Example - 10-acre property completely covered in trees
Assumptions:
. Gas well impacts 3 acres (pad site, driveway, transmission line. . .)
. Future development meets preservation requirement.
Option 1 (Current regulations)
. Gas well development provides a tree inventory
. Gas well development is not required to mitigate tree loss
. Original tree inventory used at time of future development
. Future development preserves or mitigates 2.5 acres of trees (25% of original trees, but
35%:!: of remaining property)
Option 2 (100% mitigation for gas well development & current regulation on remaInIng
development)
. Gas well development provides a tree inventory on effected land (3 acres)
. Gas well development mitigates 100% of trees removed (3 acres)
. Future development provides a tree inventory on remaining 7 acres
. Future development preserves or mitigates 25% of remaining 7 acres == 1.75 acres
. Total development preserves or mitigates 4.75 acres of trees (47.5% of all trees)
Option 3 (25% mitigation for gas well development & current regulation on remaInIng
development)
. Gas well development provides a tree inventory on effected land (3 acres)
. Gas well development mitigates (tree fund) 25% of trees removed (0.75 acres)
. Future development provides a tree inventory on remaining 7 acres
. Future development preserves or mitigates 25% of remaining 7 acres == 1.75 acres
. Total development preserves or mitigates 2.5 acres of trees (25% of all trees)
RECOMMENDATION:
Staff recommends amending the current tree preservation regulation to include Option 3. Option
3 has the same net results of the current regulations but distributes the requirements for
preservation evenly to all parties that remove trees. Option 3 also has the potential to generate
revenue for the tree fund. An account has been set up to receive these funds. Funds received in
this account will only be allocated for tree preservation activities, including acquisition of land,
tree planting, restoration activities, or similar.
Respectfully submitted:
;,.~J':.
~"
Kenneth Banks
Division of Environmental Quality Mgr.
Larry Reichhart
Assistant Director of Planning and Development
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CITY OF DENTON ENVIRONMENT COMMITTEE MEETING MINUTES
March 29, 2005
After determining that a quorum of the Environment Committee of the City of Denton,
Texas was present, the Environment Committee convened into an Open Meeting on
Tuesday, March 29, 2005, at 12:30 p.m. in the Solid Waste Administration Building,
1527 South Mayhill Road, Denton, Texas.
PRESENT:
Mayor Euline Brock
Councilmember and Committee Chair Joe Mulroy
Councilmember Jack Thomson
EX OFFICIO MEMBERS
Howard Martin, ACM Utilities
Jim Coulter, Director of Water Utilities
Kenneth Banks, Water Resources Program Manager
Katherine Barnett, Utilities Special Project Coordinator
ALSO PRESENT: Kelly Carpenter, Director of Planning
Tim Fisher, Assistant Director Water Utilities
Larry Reichhart, Assistant Director of Planning
DeAnna Sanchez, Planner I
Tony Smith,
Dave Wachal, Water Utilities Coordinator
Shirlene Sitton, Recycling Manager
Antonio Puente, Budget Coordinator
Dedra Ragland, Comprehensive Planning and Research Manager
The Environment Committee convened its Open Session at 12:40 p.m. Committee Chair,
Joe Mulroy, informed the Committee that there were six agenda items for consideration.
ITEMS FOR INDIVIDUAL CONSIDERATION:
1) Consider approval of the Environment Committee meeting minutes of:
(a) January 31, 2005
Minutes were approved as circulated.
2) Receive a report, hold a discussion and give staff direction regarding
information requested by the Environment Committee concerning producing
more timely and accurate GIS representation of gas well, pipeline pathways, and
pipeline sizes within the City of Denton.
DeAnna Sanchez gave a presentation on the above agenda item. This presentation
offered three options:
. Option 1:
Use Railroad Commission data only
Advantages:
Small expense for data ($600 per year, acquisition)
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Minimal employee time (1 day, 1 employee; per quarter)
No need to change existing City of Denton approach
One source of data - easy to track
Extends into Denton's ETJ
Disadvantages:
Data are incomplete and may have substantial time lag
. Option 2:
Obtain information from pipeline / drilling companies when future
plats are filed / permits issued.
Advantages: Will be more timely and inclusive than railroad
commission data
Disadvantages -Multiple sources of information, most likely in different
forms - difficult to track
-Relies on companies to supply this information and
assumes that the information is available. Some resistance
from the companies should be expected
- Will require additional employee time and effort.
Assuming complete compliance, it is estimated that
approximately 1-1.5 additional hours will be needed per
plat.
- Will require some code revisions to require this
information. Can we require this information on private
property easements? If so, how do we capture the
information?
-Problem with wells being drilled and shut in - how to
capture future pipeline information. Speculative pipeline
information may be submitted with the gas well plat permit,
but may change in the future.
- The information will end at the City limit line
- This approach does not solve the problem of PAST
pipelines and wells that exist but are not within our current
database or Railroad Commission database
. Option 3. Obtain information as in Option 2 and combine with reconstructed
past information
Advantages: Best approach for producing timely and inclusive data
Disadvantages -All of the disadvantages outlined in Option 2
-Information will still end at the corporate limits of the
City. May be able to partially offset this problem by
requiring information as a part of annexation, but no
guarantees on completeness.
-Information may be available from companies, but it will
be hard to identify and will likely be in a variety of
different formats
-Extensive research by City of Denton staff will be required
to reconstruct data through reviewing paper plats, ROW
easements, Fire Marshal's data, and other sources. Will
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require extensive digitization, and may take 6 to 9 months
of effort from a single employee.
Sanchez stated that staff recommends option 2.
Mulroy said that on the previous meeting's minutes page 2 line 35 it states that we want
to ultimately be responsible for our own maps. It would be a disservice to the city to
have the policy today less the full knowledge of where gas lines are buried. Mulroy
doesn't think we should embark on a policy that settles for anything less. He believes
that we should explore option 3. The negatives that are being experienced right now, the
railroad commission maps are anywhere from 6 months to 2 years behind. For us to
make a requirement of the gas companies is not overburdening or adding cost since most
of the companies have information in digital format. Mulroy asked if we have any permit
requirement for gas pipeline installation. Kelly Carpenter responded if it crosses the right
of way, yes we do. If it is on private property, she doesn't believe that we are requiring
permits. Kenneth Banks further added they are supposed to contact the Fire Marshal and
provide the information. The likelihood of 100% capture of this is slim.
Mulroy stated if we already require the information on the ROW, in theory we already
require the information to be submitted, approved and inspected by the Fire Marshall, we
just are not capturing it. We have the means to adjust out permit application fees to cover
our half of the equation going forward. Mulroy urges this committee not to settle for
anything less than the full identification of the gas lines within the city limits. Beyond
the city limits we have less control but we still have the basic information. Mulroy said
that in the last meeting that we requested for an analysis of taxing. Pete Kamp clarified
the differences between option 2 and option 3. Howard Martin stated that the main
concern for option 3 is our ability to reconstruct these pipelines. The GIS group has three
positions that have been identified for cuts. If we are successful in implementing a fee to
cover employee expenses that could be an option. Mulroy stated that we would regret,
from a life safety aspect, not having the highest level of accuracy that we can achieve.
Action Items:
· Formalize the taxing report for ROW fees and renewal fees. In addition, how
do we track the renewal fees within the City of Denton.
· Ad Valorem Fees
3) Receive a report, hold a discussion and give staff direction regarding
information requested by the Environment Committee concerning tree
preservation requirements associated with gas well development, gas pipelines
installation and fiber optic line installation within the City of Denton.
Larry Reichhart stated that this item is a continuation from the last meeting. Staff has
identified three options that we could pursue.
. Option 1
Apply current regulations
Advantages:
- Same approach currently used for other non-residential
developments.
3
1 Disadvantages: - Problem defining the "property" - surface owner property
2 or mineral lease boundaries?
3 - Installation is linear and may only effect a small portion
4 of the property, however, a tree inventory for the entire
5 property will need to be submitted by the applicant and
6 reviewed by staff.
7 - Surface owner bears the burden of the decisions made by
8 mineral owner.
9 - In some cases, mineral owner could greatly influence the
10 future development of the surface by using up tree
11 "allocation"
12 - Will be difficult to track.
13 - Will likely result in mineral right holder and/or fiber optic
14 installer never having to pay for tree preservation, unless
15 they remove the only trees on the property or lease.
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1 7 . Option 2 100 percent replacement through mitigation funds or planting on site -
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19 Advantages - - Landowner is protected completely from tree preservation
20 preventing future development of property.
21 - Landowner starts with "fresh slate" when developing the
22 land in the future
23 - No extensive tree tracking required for properties
24 - Encourages gas well industry to stay away from trees
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26 Disadvantages: - Concern is that this approach singles out mineral
27 developers and installer of fiber optic lines as "different"
28 from other developers. (legally and politically viable?)
29 - Requires guidelines for planting on site. (must be as near
30 as possible to the area where trees are removed, must have
31 property owners approval, may impact future development.
32 - Who checks, how do we verify survival, etc...?)
33 - Allows for piecemeal approach to removing trees.
34 May not work for certain properties ... must have enough
35 non-treed land space to mitigate
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38 . Option 3 25% mitigation through tree fund only, for every tree removed
39 from pad sit or transmission and/or fiber optic line easement
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41 Advantages: - Similar to existing code (25%)
42 - Does not single out gas well development as an industry.
43 - Removes ambiguity associated with surface owner /
44 mineral owner relationship.
45 - By requiring mitigation in the form of funds with no on-
46 site mitigation and a "clean slate" for the surface property
47 owner, this approach minimizes the need to track tree
48 removal on the property. Tree removal is assessed when
49 gas and/or fiber optic development occurs, and is assessed
50 again on remaining trees when future land development
51 occurs.
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- Encourages applicants to not remove trees, but is not
more restrictive than current code
- Will minimize a mineral right holder being able to
influence the future development of land.
Disadvantages:
- May be perceived by gas well and fiber optic industry as
inflexible.
- Does not result in as many on site trees, but does result in
more money into the tree fund, which may allow the city to
purchase and set aside high quality tree stands.
- Surface owner will not have as many on-site trees (but
will not be much different than a full development
scenario) ... may create a situation where the only trees on a
property are removed (this should be rare).
Staff recommends amending the current tree preservation ordinance to include option 3.
This option is the cleanest, easiest to track, easiest to implement and would solve the
problem that we have discovered through the tree mitigation. Reichhart stated that they
would be taking it to P&Z for recommendation and then on to City Council. This would
also go through the tree subcommittee as well. Mulroy stated that option 3 is equitable
with what we have now. Ultimately we change behavior for routing of the gas pipelines.
Reichhart said that this puts the burden on the mineral owner and relieves the burden
from the surface owner.
Action Items:
· Implementation of option 3.
4) Receive a report, hold a discussion and provide staff direction concerning
Denton's 2005 update to the Water Conservation and Drought Contingency
Plan.
Tim Fisher had the presentation for the item with thanks to Dave Wachal for his help.
This is an update for the existing plan from December 1999. This plan identifies specific
goals from the water development board. There is an issue debating using population for
the gallons used per capita. Highland Park is higher on the usage, but their use patterns
per population are a lot different. Addison is higher but there is such a commuting
population from people going there to work. Denton has a commuting student population
but the commuting student population doesn't effect our per capita like the commuting
Dallas population. Denton sets favorable in this with respect to they are on the lower side
of the scale. This would have a bearing on what success of our prior Water Conservation
Plan has been. Tim added that the current thing that he would try and point out would be
prohibition of wasting water. This is a range of prohibition of watering during the
daylight hours during the summer; it would be a code violation to water from 10am to
6pm. During this time of the day, there is a lot of evaporative loss. Another would be
prohibition of running your sprinkler during periods of rain. Staff is not recommending
that we move into an implementation of code violations at this time. We would like to
propose that we ramp up our public education program for a two-year period.
Kamp asked if PUB thought this was being pursued in the right direction. Fisher
responded that they did. Mulroy asked what percentage of residential and commercial
client base has separate meters for irrigation. Fisher responded that it is rare to see
5
1 separate irrigation meters in residential areas. Mulroy stated that we might want up
2 explore other options on the commercial side. Fisher added that Dallas had what they
3 call a first notification, then they set a fine, double the fine - a progressive way. Martin
4 said that we may want to consider a five block increase instead of the current three block.
5 Fisher said that we did a rate study last year; we do those every five years. We have not
6 had a residential increase in 5 years. Martin said that we are finishing up on the
7 development of the document. Does this committee want to see the finished product
8 prior to going to council. Mulroy said that he would like to see a copy of the PUB
9 minutes when they are complete on this section.
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11 Action Items:
12 · Send PUB minutes for the water conservation document to the environment
13 committee.
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15 5) Receive a report, hold a discussion and give staff direction regarding draft
16 budget information to develop a Household Hazardous Waste ("HHW")
17 Collection and Reuse Center in the City of Denton.
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19 Shirlene Sitton presented this item. Household hazardous waste consists of common
20 household chemicals, such as cleaners, solvents, paints, stains and furniture strippers and
21 the like. We need a program on how to address these kinds of chemicals. We have
22 identified three options for this program. One is to join an area network, either based in
23 Dallas or Ft. Worth, and pay for the residents to use either of those disposal sites. A
24 second option is hold mobile collection events on a yearly basis, and contract for the
25 disposal or the collection and disposal of the products through one of the area networks.
26 The third is to establish a collection center in Denton, with the possibility of a reuse
27 aspect to save on disposal costs. Sitton asked for questions. Mulroy asked what is the
28 cost avoidance, what are we expending now that we could avoid with this facility? Sitton
29 stated that she is not sure because it would involve several different departments, but
30 would find out. Mulroy clarified the fee. Sitton said the fee is a flat fee. Martin asked
31 Kenneth Banks to elaborate of the Safety Kleen conversations. Banks stated that he met
32 with representatives of Safety Kleen a few weeks ago. He asked if they were willing to
33 participate, they said they were. They would accept any waste that they currently process
34 at the Denton facility and put into their waste stream free of charge to the City. They
35 would provide a truck that would come by a pickup facility or central storage area on an
36 at least once a week basis. They would transport the material for us as well. Mulroy
37 asked if this would be regional or city basis. Banks had not approached Safety Kleen on
38 a regional basis
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40 Action Items:
41 · Identify cost avoidance benefit of collection recycling facility. (Landfill cost,
42 cleanup, illegal dumping)
43 ·
44 6) ACM Update
45 a. Miscellaneous Project Update
46 Surface rights vs. mineral rights
47 Green building update - Brock - the timeline is good
48 Green building fire station update
49 Discussions with Safety Kleen regarding household hazardous waste disposal
50 Information concerning ad valorum, royalties, and other funds from gas wells
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Citizen requests and concerns:
Martin talked about the length of time it takes to answer citizens' e-mails.
Closing items:
A date for the next meeting will be decided at a later date.
There being no further business to come before the Committee, the meeting was
adjourned at 2:00 p.m.
Joe Mulroy, Chairman
Howard Martin, ACM/Utilities
Kim Mankin, Administrative Assistant
7
DRAFT
MINUTES
CITY OF DENTON CITY COUNCIL
TREE COMMITTEE
November 21,2005
A Work Session of the City of Denton City Council Tree Committee was held on Tuesday, June
21, 2005 at 1 :00 p.m. in the Council Work Session Room at City Hall 215 E. McKinney Street,
Denton, Texas.
Committee Members Present: Mark Burroughs, Perry McNeill, and Bob Montgomery.
Staff Members: Kelly Carpenter, Kenny Banks, Nona Muncie, Chuck Russell, and Ann
Forsythe.
Chair Burroughs called the meeting to order.
1. Consider approval of June 21, 2005 minutes.
Minutes were approved as circulated.
2. Receive a report, hold a discussion, and give staff direction concerning the City Council
Environment Committee's recommendation for tree preservation code amendments related to
gas well development, gas pipeline installation, and fiber optic line installation.
Kelly Carpenter stated that the Committee on Environment was concerned that regulations
concerning tree removal and mitigation under Tree Preservation are not clear, especially for
gas pipelines and fiber optics. Staff presented the option that would require 25% mitigation
of the pathway of the line where it ran through tree stems and the option that 25% mitigation
would not be replaced by trees on the site but would be replaced by putting funds into the
tree fund. The secondary problem was what kind of mitigation was then required of the
surface right owner who retained the rest of the land. The proposal was that property owners
would still have 25% mitigation requirement left on the remaining trees which, in the end,
results in a little bit less than a total of 25% mitigation on both parties. This has been heard
by several groups who have recommended approval. This committee is the last stop before it
would go to the City Council.
McNeill asked for clarification of to items on page 2:
"Will minimize a mineral right holder being able to influence the future development of land,
and "does not result in as many on site trees, but does result in more money into the tree
fund, which may allow the city to purchase and set aside high quality tree stands." What does
that mean?
Banks stated that the basic issue is that in the case of mineral rights vs. surface right, the
owner, in most cases, does not own the mineral rights. If we didn't have the ability to hold
the lessee (the gas well developer in this case) to some tree preservation requirement, the gas
well developer could say that I could mitigate on site using the surface owners trees to
mitigate for the trees that I am taking off and therefore, the surface owner at some point in
the future, would be faced with a potential of having a more onerous tree preservation.
2
Also, if we required 25% preservation from the gas well pad site, but that preservation is
mitigated by payment into the Tree Fund, that means that you fewer trees on that particular
site, but that there would be money in the tree fund to utilize further down the line. If you
are looking at a 10 acre site, and you have a 25% preservation requirement, and a gas well
comes in and, according to what we are proposing, cleared off 3 acres of the properties and
mitigated 25% of that by payment into the tree fund, then when that property gets developed
you would not have as many on-site trees.
McNeill: but the city as a whole would look at the inventory of the trees and it would be a
sub zero.
Banks Yes, the site itself might have fewer on-site trees, but the overall tree inventory would
be preserved.
Montgomery, if you handled the fund right the trees preserved may be the highest quality
standing.
Banks. That's correct. It's a disadvantage to the site itself but not a disadvantage to the
inventory itself.
Montgomery: When you get a pipeline easement, the trees are going to come down and you
put a pipeline in, what width does the easement have to be - 60 feet?
Banks: I believe that depends on the type of pipeline you are talking about.
Montgomery: Once that in there, they are not going to replant. Is natural vegetation allowed
to take back over or is that kept a clear lane all the way.
Banks: My understanding is that it depends on the type of transmission line, but in general,
they do not like to have large trees over those lines because if there' s a problem in there, then
it obstructs them from being able to get there and react quickly. The problem with the
transmission line is that you can overlap many, many property owners during the course of
that line weaving its way through the city and in effect, this is the only way we believed that
we can be equitable among all the property owners and still pay respect to the tree fund.
Montgomery: We better work with the assumption it's going to a clear lane from now on.
Banks: I think that a pretty good assumption.
McNeill: There are some pipelines where they are allowed to grow back over?
Banks: Yes, it depends on the type of line you are talking about. If you are talking about a
gas line, they are not typically going to want large trees obstructing it.
Burroughs: Are the rules the same where the mineral and surface owners are not the same
person?
3
Banks: That's an interesting question. I don't know if we are going to encounter that very
much. In the case where that happens, I assume the surface owner would be able to
effectively argue that they have the ability to offset with their own particular trees. I don't
anticipate that we are going to see a lot of those in this particular zonage?
Carpenter: I don't think that amendment recognizes the difference in ownership. So they
would have to point it out and it would be a point of negotiation.
Burroughs: My sense is that the rules do need to be different because the surface estate
owner would have lots of options whereas the mineral estate owner has only one option. The
surface estate owner also can design the development of the surface to accommodate the
pipeline and maximize tree preservation. The point would be that we make sure that there is
no absolute preventative to say that if you do own both estates that there's an option that
might not be readily apparent but that we need to let somebody know so that they don't clear
cut and worry about money but allowing them to do more.
McN eill moved that the Committee recommend to the City Council option 3.
Seconded by Montgomery.
Montgomery: One more question. I know what the positive side is here. What's the down
side risk for the city for development? How can we put ourselves in a situation where we
didn't intend to be?
Banks: That's a good question. It's difficult to try to seek a definition because we have such
an unusual land use relationship. We have separability between surface and mineral. We've
got the mineral estate presuming the surface estate. You've got the ability to push tree
preservation requirements back onto the surface property owner. The only negative that I
can see is the potential concern from the gas well development industry in that they are being
held to this particular tree preservation requirement. It does protect the surface owner. It is
not any more onerous for the gas well folks than any other industry requirement. We've
done our homework on this to try and make sure that we anticipated all the potential
negatives on this. I can't tell you that something may not crop up.
Montgomery: If it crops up, then we'll address it then.
McNeill: The umbrella here is that we will catch it in the quarterly review. We have the
opportunity to readdress that. This will be part of the quarterly review.
Burroughs: Installation of fiber optics is exempt?
Carpenter: If the installation is a public utility and part of the master plan, then you are
exempt from the tree litigation requirement. So, if we were zoning our fiber optic as part of
the Capital Improvement Program, then we would be exempt, the County would be exempt
on it as well.
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Chair called for a vote, all in favor. Passed unanimously
3. Receive the Citizens Tree Subcommittee's October 2005 supplemental final reports on the
implementation of the Tree Preservation Ordinance.
Carpenter: Mr. Chairman, in your packet you have a June 23, 2005 Citizen Tree
Committee report. You will remember that you asked them to have a 6-month period of
operation and report back to you. You set up the subcommittee to report back to you and
the subcommittee was unable to reach consensus. Y ou have two supplemental reports,
one from John Cooper and one from Pati Haworth. I would like to have Nona Muncie
give you an overview of the reports and I believe that one member of the subcommittee
has been honest.
Muncie: To briefly summarize John Cooper's report, new trees will be planted after a
development is completed, according to certain standards, spacings, and species. Pati
Haworth is in attendance and is available to answer questions on her report.
McNeill: The citizen's report goes back the Environmental Committee for review, right?
Muncie: That's what we're looking for, staff is asking for direction. We have the
Citizens Tree Committee's report and two subcommittee supplemental reports. Do we
take these three reports to the full Councilor to the Environment Committee?
McNeill: Mr. Chairman, I would suggest that it go to the Environment Committee.
Chair: There's no question but to provide that additional element of review because the
more minds that pour over it, the more it's discussed openly, the more creativity there
will be. It's been my sense that the nature of this Committee is to marry elements of the
technical votes and to bring in the policy. I think it would be much better to have the
Environmental Committee review the technical side. Our role would be, I think, to
review the boiled down version of what everyone thinks should be recommended, how it
marries into existing code requirements as well as the policy making objectives of the
Council.
Montgomery: The last time I talk to John Cooper he's convinced we have over
engineered this ordinance. He thinks we've made it more complicated than it needs to
be. I am standing there on the parking lot listening to this and not taking notes, so I don't
really have any idea what exactly he's talking about. So, if we can get him back
involved in this, I would appreciate it, and get him on record.
McNeill: I think that's really what we are suggesting. I would be in favor in forwarding
both of these reports to the Environment Committee, and then review at a work session.
Burroughs: You get the whole picture and then policy would be our role. With that
direction, you have enough direction from us to take it forward from here?
Muncie: It is my understanding that staff will present these three reports to the
Environment Committee and that the full 7 members of the Citizens Tree Subcommittee
5
will be asked to attend, to be available to answer questions. Would you like for it to be
scheduled as soon as possible with the Environment Committee?
Burroughs: I would think very quickly because we need to strike while it's foremost in
people's minds. This stuff has a tendency to start fading, so I think it would be much
better to have it sooner than later.
McNeill: They will need to make a recommendation to Council, on any changes, based
upon the report from the Citizens Committee; and, based upon what Council Member
Montgomery indicated they would recommend in terms of changes to the current tree
ordinance.
Burroughs: Once the Environment Committee identifies proposed revisions, then staff
would work up some kind of code provision on what the recommendations from that
committee would be. Would we then want to review what those recommendations are?
McNeill: We can do that, or the Environment Committee could do that prior to sending
it on to Council.
Haworth: So, if we want to keep the Committee together and keep involved, what is the
status of the committee?
McNeill: I think that one of the things the Council is looking for from the Environment
Committee was the recommendation about the establishment of a Citizens Tree
Committee much as we have done other committees, to advise.
Burroughs: One of the recommendations that we made was to have a Citizens committee
established with a primary goal to identify stands of trees to acquire through the tree
fund. There are historic trees in this city. There's one in front of the Cumberland
Children's Home that is the largest bodark tree in the County and its enormous, it's
beautiful, and it should be designated as historic by somebody. These are functions that
a citizens tree committee can and should be performing which we recommended.
McNeill: This Committee did recommend to Council that we form that. I think that's in
Council's ballpark to formally establish that Citizens Committee. They need to report to
the Advisory Committee.
Burroughs: And that's a good point. The Environment Committee was not functioning
for a while. It was also this Committee's recommendation that the Environment
Committee be reconstituted and functioning.
Montgomery: Did you all meet with the Environment Committee any time? That might
be a marriage worth recommending.
McNeill: That's what we are suggesting. That we direct staff to call the Citizens Tree
Committee back together to have a work session where they can make these reports to
that Committee. They can recommend to Council any additional changes that need to
occur in the tree ordinance.
6
Haworth: I was wondering the order in which this should be done.
McNeill: We want the existing Tree Committee to make their report to the Environment
Committee because you are the ones who wrote this report. You are the ones who made
this recommendation. That's who needs to make an appearance at the work session, not
the new one.
Carpenter: Could I offer, Mr. Chairman, that we have staff present the June 21 st
Committee report to the Environment Committee and then invite the individual members,
Ms. Haworth and Mr. Cooper to come and present a summary of their reports?
Burroughs: Other comments from the folks in attendance on this particular topic?
Montgomery: (To citizen in attendance) You are here to talk about trees?
Cynthia Nichols: Yes, I'm Cynthia Nichols and I'm here with some of my neighbors
who live in Oaks of Montecito. We are on the very back street that backs up to 77 acres
that belong to Acme Brick. We have been informed that Acme Brick will sell the 77
acres to the Lexington Park addition owned by Ashton Woods. It is currently zoned as
NR-2 now which if fine. They would build large homes and would have to two
entrances and two exits to meet fire codes. One of these entrances would be off of Ryan
Road and will be helped by the city park that is being proposed by Bob Tickner. We are
not very happy about that because we were hoping they would have to build their own
entrance and their own bridge. Anyway, the city park that Bob Tickner is overseeing
would give an entrance with a locked gate where the Fire Department could come in and
go out if there is a fire. If they would all have keys, I don't know. Anyway, we don't
want a rezoning to happen. We don't want it be an NR-4 because they would go in with
their bobcats and cut all these trees down. We know that the city has come up with a
50% ordinance where you cannot cut all the trees down. But I know that these people
who own the property wouldn't come out there and protect all the trees our properties
back up to. So we just wondered where do we go to get some help to save these trees? I
have a talked to Lori Shelton, a man named Ray Hardin and Nona Muncie. So I am now
wondering if I should go call the Mayor and Pete Kamp, to prevent this rezoning from
occurrIng.
McNeill: Those are planning and zoning issues, which have to go through Planning and
Zoning. That's not part of the Environment Committee.
Nichols: I just wanted your help.
McNeill: You've got to go through the process to do that. For that to be zoned from
NR-2 to NR-4, it would have to go through Planning and Zoning. And then it would
have to come to Council.
Nichlols: Okay there are very few people that would be against that. According to my
understanding you have to be 200 feet from the property line. Well, on the west side of
this property line is a greenbelt. So, nobody lives there. On the north side is going to be
7
your city park, which nobody lives there. On the east, it's just going to be the housing
addition that already being built and so they are probably not going to oppose this.
Montgomery: That's 500 feet.
Burroughs: Let's clarify with the staff about trees and how they relate to zonIng.
Residential under this ordinance, whether it's NR-2 or NR-4, how's that affect it.
Carpenter: I just want to caution us before we go to far down this path that this item is
not on the agenda. So, let me answer your question directly and tell you that the purview
that this committee would have would be limited to the tree preservation ordinance and
the sections that are in contention. The Planning Department has met with Acme and
talked to people in the neighborhood. If I could offer Mr. Chairman, the Panning
Department would be very happy to facilitate a meeting together or separately with both
the neighborhood and Acme. I know we have talked to both of them already and would
be happy to make a report back to you at your next meeting.
Chair: I don't think it's necessary to report back to us, but I think a report being prepared
that would be distributed to Council would be helpful. The key element of what you said
is that it's not the Tree Preservation ordinance that would apply.
Carpenter: The tree preservation could also apply. I think we've got three ordinances
working; the zoning, habitat (that is 50% preservation), and then there would be tree
preservation, which would come in as well. But I think that the other two are going to be
more substantial in their effect than the tree preservation part of it. The more stringent
regulation applies.
Chair: So, as I remember adjusting from NR-2 vs. NR-4 is not an issue. It's whether it
is residential or not?
McNeill: That's correct.
Chair: So, it doesn't change. When a plat comes in, the entire 77 acres is residential
whether it's zoned NR-4 from NR-2. When we talk about the tree preservation
ordinance, it's not impacted from that.
Carpenter: That's correct and the same with the upland habitat except when you get to
multiple family. But, the lot coverage is affected by the zoning.
Chair: The lot coverage and zoning are the key issues. And the Planning and Zoning
Commission and Council.
Montgomery; Let me reassure her, this is a process. First, it has to sell; second, a new
plan will have to drawn. Notices will be posted, the mailing will go out. There will be
signs on the property saying "Notice, Public Hearing Zoning." The whole thing is a
procedure. You don't just step up and buy a ticket. If it works right, and it generally
does, it's not whom you know but who presents the most intelligent argument. It will go
8
to Planning and Zoning. They will make their decision, and they will pass it on to us.
Until all that's done, we do nothing.
Chair: The only other thing I can think that would involve our Committee at all is if
there money now in the Tree Fund?
Muncie: Yes, $13,000.
Chair: Which isn't much. You can't buy too many acres with that. But the point would
be that IF there were significant funds in the tree fund, the other option would be to
attempt to purchase a portion. Your prime interest is, if I understood it from our
conversation, is that there is a stand of trees right next to the property line and so, if we
had a tree fund, there would be a possibility of approaching the tree fund to try and
acquire some portion of that.
McNeill: They don't have to buy the whole property. The Tree Fund could purchase.
You've got tree credits and a tree conservation area, which means you couldn't cut trees
down anyway. That's all you're interested in.
Nichols: Yes sir. I would like to see it as a greenbelt.
McNeill: There's a process for that.
Nichols: I understand. I just wanted to come and tell you all that we are very concerned
about this. As you know, Denton only has trees. We don't have mountains, we don't
have oceans. We have nothing but trees, okay. I was born here and now there are very
few trees.
McNeill: And there are more trees here than when you were born.
Nichols: Well, they are very small trees. I'm not going to live to see them 75 years from
now. The trees I'm concerned about are unbelievable. I know you all have not walked
out there, but we have and we see bobcats walking around our backyards. It's full of
wild life and those oaks are just going to be torn down if I don't do something to help
them.
Montgomery: Everything you are saying is a part of the mix. There are people sitting
here who feel exactly the same way you do. We just have to find a middle ground
between what's legal and reasonable, and developable and what needs to be preserved.
There are people in the city who say it's a renewable resource, cut it down, it will go
back. There are people who say a hackberry is a monumental tree or mesquites are
perfectly desirable. So, it's not easy, but we will get it fixed.
Chair: The main thrust of the Tree Preservation ordinance has been to put pressure on
the development community to want to choose to preserve this stand of trees rather than
knocking them and planting.
Nichols: But the trees they are planting do not live that long. They die.
9
Chair: That's right. There are many reasons why new trees are not as good as the stands
of trees that exist now. So that is why we put in a provision of the trees preservation
ordinance that didn't exist before.
Nichols: So, Mark what we need to do is wait and keep in touch with Lori Shelton?
Montgomery: What you're doing is exactly the right thing. Stay on top of it and don't
get surprised.
Nichols: So, do we talk to the Council?
McNeill: There's nothing to talk about at Council because it's not on the agenda.
Nichols: So, we need to wait for that.
Chair: Watch the Planning and Zoning agenda and watch the property. They will put a
sign up saying "Zoning Change in Process." And if you are within 500 feet you will get
a notice of some sort. So, there are multiple levels that you can keep up with.
Nichols: What would be the likelihood that they did try to rezone it, we could stop that?
Chair: On a 77 acre of property there are numerous ways they could lay it out.
Nichols: I have it here.
Chair: If that does not accomplish the purpose that the Tree Preservation ordinance and
the zoning regulations, and if it's not harmonious, then we need to look at what they are
proposing as not consistent with what the city has determined.
McN eill: Ultimately, the property owner has some rights. And if you don't want to see
that occur, then the other harsh reality is that you've got to buy it so he doesn't do that.
Citizen: I was intrigued by your thought about looking into purchasing the tract?
Chair: At this moment there is no Citizens Committee to recommend tree stands for
acquisition. But right now there's only $13,000 in the account. That could be leveraged
with other monies from other sources to acquire conservation usage and maybe some
kind of deal could be proposed, but it would be nice to know how much more money
would be involved.
Carpenter: Mr. Chairman, we can put him in contact with a number of sources for that
purpose, but not in the City of Denton. That's been done allover the country and even in
Texas.
Chair: Any other comments.
Citizen: When's the next P&Z?
Carpenter: The P&Z will hold a public hearing on December 14th at 6:30 p.m.
Chair: That's for the gas line portion not for this. Any other questions?
Meeting adjourned at 1 :52 p.m.
10
ATTACHMENT 5
CondenSeIt 1M
Page 3
1 PROCEEDINGS 1 located on the west side of FM 2181 at the northeast
2 ... ..-~M~SSIONER STRANGE: Good evening, ladies 2 comer of Bay Meadow Drive and Prescott Downs Drive~ The
3 and gentkmen. It's 6:30 and we will convene 1.he Decembe! 3 property is in a Neighborhood Residential 4 zoning
4 14th meeting of the Planning and Zoning CommissioDA And I 4 district.
S would ask that you join us in the pledge to the flag~ 5 The purpose of the replat is to revise a
6 (Thereupon, the Pledges.of ~ce were 6 single lot into three residential lots. This application
7 recited~ ) 7 was reviewed pursuant to the regulations of the
8 CO~ONER STRANGE: Itll make this 8 Development Code. The property is located within a
9 general announcement at this point. We do have several 9 Neighborhood Center future land use area of the Denton
10 public hearings tonight. And it is our practice here that 10 Plan~ The final plat is consistent with the Denton Plan.
11 if you wish to speak on any items that are on the public 11 The plat m.txti the minimum requirements and the
12 hearing list that you will have filled out a card that you 12 Development Review Committee recommends approval, if you
13 will find outside the chamber here and submit that card to 13 have any questions.
14 the front ..and then when the appropriate item comes up on 14 COMMISSIONER STRANGE: AnY questions of
15 the Agenda, you will have the opportunity 10 come forward 15 staff? Mr~ Roy ~
16 and speak either for or against So, again, if you wish 16 COMMISSIONER ROY: SO this was one large
17 to speak, be sure to fill out a card and get it to the 17 lot at one time?
18 front 18 MS. SHELTON: Yes~ On the original plat it
19 The next item on the Agenda is the approval 19 was shown as a drainage easement specifically public
20 of the minutes of the November 9th, 2005 meeting. Do we 20 drainage and detention and that arrangements have been
21 have a motion? 21 ... made at another location~
22 COMMISSIONER WATKINS: Move approval 22 COMMISSIONER ROY: SO it was a detention
23 COMMISSIONER STRANGE: Do we have a second? 23 site?
24 COMMISSIONER THIBODEAUX: second. 24 MS. SHELTON: originally, yes~ sir.
25 COMMISSIONER STRANGE: We have a motion by 25 COMMISSIONER ROY: okay A Thank you.
Page 2 Page 4
1 Mr~ Watkins and a second by Dr~ Thibodeaux. Is there any 1 MS. SHELTON: vh-huh.
2 discussion? Please, vote. Motion passes 7-0. 2 COMMISSIONER STRANGE: AnY other questions
3 The Consent Agenda tonight was presented 3 of staff? Thank you, Ms. Shelton.
4 tonight to the Commission in a Work Session. And each 4 We'll open the public hearing. Is the
5 Commissioner had an opportunity to bring forth any 5 applicant here and do they wish to speak? Do we have
6 questions they've had. And those items will not be 6 any-
7 discussed in this open meeting. So do we have a motion on 7 My name is Casey RoSSA I work for Doughty
8 the Consent Agenda? 8 Anderson and Associates, 5225 Village C~ Drive in
9 COMMISSIONER HOLT: I'll move approval. 9 PIano. And I'm here to ansWer any questions that you guys
10 COMMISSIONER STRANGE: Do we have a second? 10 may have.
11 COMMISSIONER WATKINS: second ]1 COMMISSIONER STRANGE: Thank you very much.
12 COMMISSIONER STRANGE: Thank you. We have 12 We have no cards on this item so wet n close the public
13 a motion by Mrs~ Holt, and a second by Mr~ Watkins. Any 13 hearing. Do we have a motion?
14 discussion? Please, vote~ 14 COMMISSIONER HOLT: I move approvaL
15 COMMISSIONER HOLT: I goofed. I want to 15 COMMISSIONER STRANGE: Do we have a second?
16 change my vote. I punched the wrong button by mistake. 16 COMMISSIONER ROY: second.
17 COMMISSIONER STRANGE: okay. The Board is 17 COl\.1MISSIONER S1RANGE: we have a motion by
18 going to show that the vote is 6 to 1 with Mrs~ Holt 18 Ms~ Holt, and a second by Mr. Roy. Please, vote~ Motion
19 voting no, but since she was part of the motion, she did 19 passes 7"'() ~
20 vote yes, so the actual vote should be 7-0. 20 Next public hearing is an amendment to the
21 COMMISSIONER STRANGE: We will now start 21 Development Code related to adding registered professional
22 with oW' frrst public hearing which is a fmal plat of 22 land surveyors to the qualifIed professionals allowed to
23 Lots 15R 16R and 17R, Block G, being a replat of Lot 8XR, 23 submit tree inventories~ Mrs~ Muncie~
24 Block. G of Lexington Par14 Phase One~ Ms~ Shelton. 24 MS. MUNCIE; Good evening. With the
25 MS. SHELTON; This 0.67 acre site is 25 adoption of our Tm: Preservation Regulations, a tree
PLANNING AND ZONING MINUTES DECEMBER. 14, 2005
Page 1 - Page 4
Condenselt 1M
Page 5 Page 7
1 inventory prepared under the supervision of a qualified 1 trees, the gas well development provides a tree inventory
2 professional must be submitted with a preliminary plat or 2 for the tbree-acre portion of this site. The gas well
3 building permit 3 development pays into the tree fund for the cahber inches
4 For the purposes of tree preservation 4 of trees removed on 25 percent of the tbree-acre site at a
5 provisions of the Denton Development Code a qualified 5 rate of $125.00 per caliber inch. When the seven acres of
6 professional is a person with a Bachelor of Science degree 6 this ten-acre site is deve1~ the land developer
7 in Forestry, Horticulture, Botany, Plant or Soil Science 7 provides a tn:e inventory for the seven-acre portion of
8 or an ISA certified Arborist, a Texas Certified or Texas 8 this site. Future development on this seven-acre site
9 Master's Certified Nursery Professional or Professional 9 preserves or mitigates 25 percent. The total ten -acre
10 Landscape Architect. Based on our two workshop 10 site has accomplished 25 percent mitigation or
11 discussions, staff recommends approval of adding 11 preservation of the trees through the joint efforts of the
12 registered professional land surveyors that have completed 12 property owner and the mineral rights owner.
13 eight hours of documented training in Texas tree 13 Based. on the two City Council Subcommittee
14 identification to the list of qualified professionals 14 discussions and two P & Z Wark Session discussions, staff
15 allowed to submit tree inventories. I will take 15 recommends amending the current tree preservation
16 questions. 16 regulations to require 25 percent mitigation to the tree
17 COMMISSIONER STRANGE: No questions. Thank ]7 fund for every tree removed from all pad sites,
18 you, Ms~ Muncie. This is a public hearing. We will open 18 transmission lines, and fiber optic line easements.
19 the public hearing. Is there anyone here who wishes to 19 Ultimately, this proposal has the ability to change the
20 speak on this item? We'll close the public hearing. Do 20 behavior for routing transmission lines through the City
21 we have a motion? Mr. Roy. 21 of Denton by considering the value of existing trees in
22 COMMISSIONER ROY: I move approval of Item 22 the early planning stages of gas well development. I will
23 SA as outlined by staff. 23 take questions.
24 COMMISSIONER WATKINS: second. 24 COMMISSIONER STRANGE: Thank you, Ms.
2S COMMISSIONER STRANGE: We have a motion by 25 Muncie.
Page 6 Page 8
.1 Mr. Roy and a second by Mr. Watkins. Any discussion? 1 MS. MUNCIE: Thank you.
.2 Please, vote. Vote passes 7-o~ 2 COMMISSIONER STRANGE: This is a public
3 Next item is an amendment to the 3 hearing. We'll now open the public hearing. Do we have
4 Development Code related to tree preservation and 4 anyone who wishes to speak on this item? We've got a lot
5 mitigation as related to gas well development, gas 5 of talkative people tonight. Seeing no one who wishes to
6 pipeline installation and fiber optic line installation. 6 speak, we'll close the public hearing and do we have a
7 Mrs. Muncie. 7 motion? Mr. Roy.
8 MS. MUNaE: The City Council Committee on 8 COMMISSIONER ROY: Ijust want to mention
9 the Environment met on March 29th to discuss three options 9 the number of reviews~ It sounds like to the public 1hat
10 for Code .Amendments to address tree preservation near gas 10 we haven't talked about this much and we are making a
11 wells, transmission lines and fiber optic lines. The City 11 quick decision. We are not. We really worked this one to
12 Council Tree Subcommittee met on November 21st to discuss 12 death. I just will say once again that I believe that
13 these same topics. 13 this is a good solution, but I don't think it's going to
14 The Environment Committee, the City Council 14 impact the routing of gas lines or fiber optic lines one
15 Tree Subcommittee and staff all agree on recommending an 15 iota, but regardless of that, it's a reasonable solution
16 amendment to require 25 percent mitigation to the tree 16 and I move approval of Item 5B.
17 fund for every tree removed from the pad site, 17 CO?dM:ISSIONER HOLT: second.
18 transmission line or fiber optic line easement The 18 COMMISSIONER STRANGE: We have a motion by
19 Environment Committee is concerned with the fairness of 19 Mr. Roy and a second by Mrs. Holt. Any discussion? Being
20 the gas well developers not being held responsible for 20 none, please, vote. Motion passes 7-0.
21 tree mitigation and leaving the surface right owner 21 Next item is the rezoning of approximately
22 responsible for all of the tree mitigation at a later 22 0.729 acres from Neighborhood Residential Mixed Use
23 date. 23 NRMU-12 zoning District to a Neighborhood Residential
24 An example for this amendment would be if a 24. Mixal Use Zoning District with an overlay. The property
2S gas well impacts three acres of a ten-acre site with 25 is located at the northwest comer of Westway and Anna. .
PLANNING AND ZONING MINUTES DECEMBER 14, 2005
Page 5 - Page 8 .
l .
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
CM:
Parks and Recreation Department
Howard Martin, 349-8232 ..
DEP ARTMENT:
SUBJECT
Consider adoption of an ordinance of the City of Denton naming the dog park located in Lake Forest
Park; and declaring an effective date. (Parks, Recreation and Beautification Board recommend
approval by a 4-0 vote.)
BACKGROUND
Lake Forest Park opened to the public on May 8,2006. The park was funded by the 2000-04 CIP and
915/916 Park Land Dedication & Development Funds. One element of Lake Forest Park is a 3-acre
dog park that was designed as a space for dog owners to bring their dogs for exercise and socialization.
Throughout the design process staff worked with a stakeholders group to raise private funds to
purchase equipment for the dog park. The public interest in the dog park has been tremendous. Prior to
its opening many citizens submitted suggested names to the Parks and Recreation Department. At the
dedication of Lake Forest Park, the public was asked to vote on a number of the names submitted.
In accordance with the department's naming policy, a committee of the Parks, Recreation and
Beautification Board reviewed the names and recommended the name "Wiggly Field at Lake Forest
Park" to the full Board for consideration.
Relevant excerpts of the Naming Policy are:
2. c) Parts or areas within a park or recreation facility may be given a name which is different than the
park or building. Such parts or areas may include (but are not to limited to) gardens, playgrounds,
athletic fields, structures, swimming pools and meeting rooms. Names for such facilities shall be
established by the same guidelines and procedures applied to parks and buildings.
4. b) The chairman of the Parks and Recreation Board shall name a committee that will be responsible
for recommending a name for all park lands and facilities to the Board.
OPTIONS
City Council may accept the recommended name for the dog park, deny the recommendation or ask
the Parks, Recreation and Beautification Board to submit an alternative name for the dog park.
RECOMMENDATION
On Monday, July 10, 2006, the Parks, Recreation and Beautification Board met in their regular
meeting and unanimously recommended naming of the dog park to "Wiggly Field at Lake Forest
Park". (4-0)
ESTIMATED PROJECT SCHEDULE
Naming will be effective on approval and signage will be erected at the park within 30 days.
PRIOR ACTION/REVIEW
Parks, Recreation and Beautification Board unanimously recommended approval of this item at their
July 10, 2006 meeting.
FISCAL INFORMATION
N/A
EXHIBITS
1 Ordinance
2. Parks, Recreation and Beautification Board minutes
3. Park Naming Policy
Respectfully submitted:
Janet Fitzgerald, Director
Parks and Recreation Department
Prepared by:
John Whitmore, Superintendent
Parks and Recreation Department
2
L:\Our Documents\Ordinances\06\Dog Park Naming.doc
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, NAMING THE DOG PARK
LOCATED IN LAKE FOREST PARK, AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the City of Denton desires to name the dog park located in Lake Forest
Park, in accordance with the Park and Facilities Naming Policy; and
WHEREAS, the chairperson for the Parks and Recreation Board appointed a committee
to develop a recommendation for a name for the dog park; and
WHEREAS, the naming committee proposed that the dog park be named "Wiggly Field
at Lake Forest Park"; and
WHEREAS, the Parks and Recreation Board recommends that the dog park be named
"Wiggly Field at Lake Forest Park"; and
WHEREAS, the City Council has determined that the recommendation complies with the
policy and guidelines regarding the naming of parks and park facilities and has also determined
that it would be proper and fitting to name the dog park "Wiggly Field at Lake Forest Park";
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The dog park shall now and hereafter be known and designated as "Wiggly
Field at Lake Forest Park".
SECTION 2. This ordinance shall become effective immediately upon its passage and
approva1.
PASSED AND APPROVED this the
day of
, 2006.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
Exhibit 1
Draft
Parks, Recreation and Beautification Board
Minutes
July 10, 2006
Members present: Jo Kuhn, Allyson Coe, Geri Aschenbrenner and Patrice Lyke. Members absent:
Teresa Andress, Ross Richardson and Reggie Heard. Staff present: Janet Fitzgerald, Bob Tickner,
Emerson V orel, John Whitmore, Janie McLeod, Amanda Green and Cindy Mayo.
Vice President Jo Kuhn called the meeting to order at 6:00 p.m.
Awards and Recognitions - Jo presented Geri Aschenbrenner with a plaque on behalf of the
board's appreciation for her years of service on the board.
Oath of Office - Allyson Coe was administered the Oath of Office and sworn in as a new board
member.
Approval of Minutes of May 1, 2006. The minutes stood as presented.
ACTION ITEMS
Naming of the Dog Park - Geri said the naming committee had met and reviewed the citizens
recommended names for the new dog park. The committee recommended naming the park
"Wiggly Field at Lake Forest Park". Geri made the motion and Patrice seconded the motion. The
motion was passed by a vote of 4-0.
Civic Center Pool Renovations - Janet said the Civic Center slide has been to bid two times and
came back approximately $100,000 over budget the first time. In June, the bid was restructured and
came in at $22,891 over budget for a total amount of$187,051.00. Staff is not recommending that
this project be put out for bid again and that savings from the Civic Center / Avondale Park
Playgrounds project be transferred to make up the balance, and that it will not impact the
playground projects that are under construction. Janet reported that when the CIP Oversight
Committee meets that this recommendation will be made to the committee as well.
Action: Patrice made a motion that funding from savings in the Civic Center / Avondale Park
Playgrounds project be used to allow construction of the Civic Center Pool slide project. Allyson
seconded the motion and it was approved by a 4-0 vote.
Proposed Gas Pipe Line License Agreement Lake Forest Park - Bob said NGG Gathering
Company has requested a license agreement to locate a natural gas transmission line across the
frontage of Lake Forest Park on the south side of Ryan Road. NGG will bore under a 468.8 foot
by 25 foot section of the park in order to protect trees and vegetation in the park. There would
be no major impact on current park operations or programs. Bob stated that this request is
consistent with requirements of the Chapter 26, Texas Parks and Wildlife Code.
Action: Geri made a motion to recommend approval of a license agreement at Lake Forest Park
for a natural gas pipeline and that the site be protected including the trees and vegetation.
Allyson seconded the motion and it was approved by a vote of 4-0.
- 1 -
Exhibit 2
Draft
Proposed Off-Site Gas Well Leasing of Cross Timbers Park - Bob said that interest has been
shown in off-site sub-surface use of Cross Timbers Park to drill for oil and natural gas deposits.
There would be no major impact on current park operations or programs. Bob stated that this
request is consistent with Chapter 26 of the Texas Parks and Wildlife Code requirements. He
added that if the proposed oil and gas leases are allowed, a value must be placed on the acreage
used and charged to the gas companies. Compensation to the City of Denton will be determined
per the City Councils direction.
Action: Allyson made a motion to approve the use of Cross Timbers Park for off-site oil and gas
leasing and that there be no major impact on current park operations or programs. Jo seconded
the motion and it was approved by a vote of 4-0.
DISCUSSION ITEMS
Proposed Parade Cleaning Deposits - Janet said that staff has been dealing with complaints for
several years from the merchants around the square about the litter and animal droppings after
parades. Staff is in the process of working with merchants, parade organizers and other impacted
departments to develop a recommendation to bring to the board and Council, including a deposit
is parade litter and debris is not removed after an event.
DIRECTOR'S REPORT
Audit Committee - Janet said the Audit Committee has been reviewing the long-range financial
forecast of the City and additional issues related to the development of the FY 2006-07 budget.
She reviewed the following budget issues with the Board: Parks and Recreation Department
Funding Overview, Administrative Charges in the Recreation Fund, Transfer of the Civic Center
Pool budget to General Fund, Facility Identification Card System, and Energy Saving Equipment
for Recreation Centers.
Project Status Report - Bob said that existing Avondale Playground equipment had been
demolished today and the new equipment should be installed by September.
There being no further business, the meeting was adjourned at 6:54 p.m.
- 2 -
Park and Facilities
Naming Policy
1. Purpose:
a) Establish general guidelines and procedures for the naming of parks and recreation
facilities.
b) Provide name identification for individual parks.
c ) Provide name identification wherever appropriate for special buildings, structures,
facilities, areas/gardens.
d) Provide for citizen input into the process of naming parks and facilities as
enumerated above.
e) Insure control of the naming of parks and facilities by the Parks and Recreation
Department and City Council through the recommendations of the Parks and
Recreation Board.
2. General Guidelines:
a) Park property may be named after streets, geographical locations, historical figures,
events, concepts, or local, State or National leaders. Park property may also be
named for individuals or groups where major donations of land, funds or other
exceptional contributions toward the development, maintenance and/or operation of
a park or facility have been made by the nominated individual or group.
b) With the exception of major donations, parks and recreation facilities shall not be
named for living persons. In cases involving the names of local community leaders,
the following guidelines shall apply:
1) the nominated individual shall have made exceptional contributions to
Denton parks and recreation and/or the community;
2) there shall be a clear and demonstrated consensus for the nominated name.
c) Parts or areas within a park or recreation facility may be given a name which is
different than the park or building. Such parts or areas may include (but are not to
limited to) gardens, playgrounds, athletic fields, structures, swimming pools and
meeting rooms. Names for such facilities shall be established by the same guidelines
and procedures applied to parks and buildings.
Exhibit 3
d) The naming of a park, a facility or parts of a park or facility shall not be accepted as a
condition of donation, unless the value of the donation exceeds $15,000 or 51 % of
the total project cost, whichever is greater. Improvements valued at less than
$15,000 will not be affixed with names.
e) Once a name has been established, the Director of Parks and Recreation will be
responsible for the installation of appropriate signage and markers within a
reasonable time.
f) Contributions which do not merit naming and which are valued at less than $15,000
and comprise less than 51 % of the project cost may be recognized. Gifts which are
valued at greater than $500 and comprise at least 25% of the project cost may be
recognized by plaque or marker. At the request of the donor, the Parks and
Recreation Department will provide the plaque or marker for contributions of $2,500
or greater. Such recognition for contribution of less than $2,500 must be provided by
the donor. All plaques and markers shall meet the specifications of the Parks and
Recreation Department.
Should a recognition plaque or marker require replacement, such replacement shall
be the responsibility of the original provider of the marker or plaque.
3. Name Changes:
a) Requests for name changes may be considered by the Parks and Recreation Board.
The aforementioned guidelines for naming a park or facility shall generally apply to
name changes.
b) In reviewing a request for a name change, the Board will give special consideration
to any legal agreements or authorized written promises which were made when the
original name was established.
c) If a change is requested in the name of an existing park or facility, such request will
not be acted upon by the Board until a sign stating the request has been posted on
the affected property for a period of 45 days. The sign should direct comments to the
Director of the Parks and Recreation Department.
4. Procedures:
a) Names for new parks shall typically be established within 90 days from the date of
land acquisition. The name of new buildings shall be established prior to the
completion of construction. Names for parts or areas of parks and facilities may be
established at any time.
b) The chairman of the Parks and Recreation Board shall name a committee that will be
responsible for recommending a name for all park lands and facilities to the Board.
c) The committee shall be responsible for research, study, and recommendation of a
proposed name to the Board. Rationale for the selection of the recommended name
shall be given in writing. Any recommendation which involves the name of a person
shall include the following:
. a biographical or informational sketch;
. rationale supporting the nomination;
. the name ( s) of the person( s) or supporting group ( s) responsible for the
nomination.
d) The Parks and Recreation Board shall approve or disapprove of the name
recommended by the committee.
e) If the committee's recommendation is disapproved by the Board, then the matter may
be referred back to the committee for further action.
f) All recommended names for such facilities must be approved by a majority vote of
the members of the Parks and Recreation Board.
g) Upon approval, the recommended name shall be forwarded to the City Council for
their consideration and final decision.
F:\admin\ADVISORY BOARD\Park and Facilities Naming Policy -6048.doc
AGENDA INFORMATION SHEET
AGENDA DATE:
August 1, 2006
DEP ARTMENT:
Transportation Operations
Howard Martin, 349-8232 ..
ICM:
SUBJECT
Consider approval of a resolution of the City of Denton, Texas, supporting the North Central
Texas Council of Government's proposed regional alignment regarding the Texas Department of
Transportation's Trans-Texas Corridor - 35 initiative; and providing an effective date. (Mobility
Committee Recommends approval 3-0)
BACKGROUND
The Texas Department of Transportation (TxDOT) is proposing a multi-use, transportation
infrastructure project that could incorporate existing and new highways, railways and utility right
of ways. TxDOT is reporting that the current capacity of Interstate Highway 35 (IH-35) will
become more and more congested over the next two decades due to intense commercial truck
traffic using the trade corridor and private auto traffic along the corridor. TxDOT has cited
studies indicating the increase in traffic along the IH-35 corridor will require the need for up to
16 lanes along some segments of the corridor to accommodate proj ected population growth and
related traffic on the corridor. The TTC-35 as proposed by TxDOT is designed to "improve
international, interstate and intrastate movement of goods and people; address the anticipated
transportation needs of Texas from the Texas/Oklahoma state line to the Texas/Mexico border
and/or Gulf Coast along the IH-35 corridor for the next 20 to 50 years; and sustain and enhance
the economic vitality of the State of Texas.
TxDOT developed the initial TTC-35 alignment that is now in the Tier One study phase, a 50-60
mile wide study area along the proposed alignment. A Draft Environmental Impact Statement
(DEIS) containing the preferred and alternative TTC-35 alignments as proposed by TxDOT was
released in April 2006. TxDOT's preferred alignment primarily services the eastern side of the
North Texas Region with a proposed alignment through Navarro, Ellis, Kaufman, Rockwall and
Collin counties. This alignment is demonstrated in blue on the NCTCOG map included as
Attachment 1 to Exhibit 1. The goal of Tier One is to narrow the study area from its 50-60 mile
width to a study area that is generally 10 miles wide. Tier One studies address broad issues that
will identify a corridor whereas Tier Two studies include more site-specific details such as
project costs, project impacts and generally determine the final route alignment. Tier One will
include the DEIS and a Final Environmental Impact Statement. The DEIS is currently
undergoing public review and comment with a total of 54 Public Hearings scheduled between
July 10, 2006 and August 10, 2006 along the corridor. Additional information on this issue is
also available at the TxDOT sponsored website, www.keeptexasmoving.org.
The North Central Texas Council of Governments' Regional Transportation Council (RTC) and
the North Central Texas region is recommending an alternative corridor alignment to the TxDOT
alignments providing shorter access routes to the proposed TTC-35, facilitating a more efficient
connection to urban centers and one that will meet the needs of both the State of Texas and the
Dallas-Fort Worth region. Attached, as Exhibit 1, is a draft resolution supporting the RTC
alternative alignment. Both the Dallas Regional Mobility Coalition and the Tarrant Regional
Transportation Coalition have passed similar resolutions to support the RTC alignment.
Attachment 1 to the proposed resolution demonstrates the TxDOT preferred alignment and
alternative alignment study area in blue. These alignments are generally east and west of the
Dallas-Fort Worth Metroplex exiting the state at either Gainesville or Denison. The RTC
proposed corridor alignment is demonstrated in red.
NCTCOG staff announced at the July 13,2006 RTC regular meeting that TxDOT is proposing to
expand their Tier One study area to include the regionally recommended corridor. Essentially
TxDOT will expand the study area to encompass everything between the TxDOT preferred
(eastern) and alternative (western) alignments, which will incorporate the regionally
recommended corridor alignment. Although the R TC prefers that TxDOT adopt the R TC
alignment, this recent proposal indicates that TxDOT is strongly considering RTC's position and
regional support for the initiative that would better expedite the movement of people, products
and services through the urban area.
Attached, as Exhibit 2, is a copy of an official Trans-Texas Corridor Comment Form as provided
by TxDOT. Should the resolution be approved, Mayor Pro-Tern Kamp is requesting that each
Council Member fill out a Comment Form indicating support for the RTC recommended
alignment and staff will forward to TxDOT.
ESTIMATED SCHEDULE OF PROJECT
Comments on the TTC-35 DEIS must be submitted to TxDOT by August 21,2006.
PRIOR ACTION/REVIEW
The Mobility Committee considered the resolution on July 21, 2006 and recommends approval
3-0.
FISCAL INFORMATION
N/A
EXHIBITS
1. Resolution
2. Impact Statement Comment Form
Respectfully submitted:
V~~~
Mark Nelson
Chief Transportation Officer
S:\Our Documents\Resolutions\06\ ITC-35 Resolution.doc
RESOLUTION NO~
A RESOLUTION OF THE CITY OF DENTON, TEXAS, SUPPORTING THE NORTH
CENTRAL TEXAS COUNCIL OF GOVERNMENT'S PROPOSED REGIONAL
ALIGNMENT REGARDING THE TEXAS DEPARTMENT OF TRANSPORTATION'S
TRANS-TEXAS CORRIDOR-35 INITIATIVE; AND PROVIDING AN EFFECTIVE DATE~
WHEREAS, the Denton City Council understands the important role that transportation
plays in this region and our community, enhancing mobility and economic development
through the efficient flow of goods and services; and
WHEREAS, the Texas Department of Transportation (TxDOT) on April 5, 2006
announced the release of the Tier One Draft Enviromnental Impact Statement (DEIS) for
Trans-Texas Corridor-35 (TTC-35) identifying the "Recommended Preferred Corridor-
Alternative" which is inconsistent with the North Texas Council of Government's (NCTGOG)
long-range transportation planning for the region and the Regional Transportation Council's
recommended alternative alignment; and
WHEREAS, it is clear that mterstate Highway (IH) 35 IS the backbone for
transportation and freight movement throughout Texas; and
WHEREAS, the ill 35E corridor should be the world's first internationally integrated,
inter-modal/multi-modal trade and transportation corridor in North America; and
WHEREAS, HB 3588, passed by the 78th Texas Legislature in 2003, requires the Texas
Transportation Commission to compare the, congestion relief costs and benefits of TTC-35
investments against alternative investments; and
WHEREAS, the TTC-35 provides imP9rtant new corridors for energy, water, information
and other utility needs necessary for continued., urban growth; and
WHEREAS, the TTC-35 concept provides an opportunity to meet both urban and inter-
city transportation needs; and
WHEREAS, all major roadway construction projects within the regional Metropolitan
Planning Area must, by federal law, be approved by the NCTCOG's Regional Transportation
COlUlcil in the regional Mobility Plan; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1 ~ The City of Denton expresses its support for expanding investments to
meet long-standing urban mobility, reliability, safety and air quality needs, including the
utilization of the TTC-35 regionally supported alternative alignment and urban connectors to
meet these crucial urban needs.
Exhibit 1
S :\Out Documents\Resolutions\06\ TIC-35 Resolution.doc
SECTION 2. The map shown as Attac"hment 1 represents regionally supported alignment
for TTC-35 as proposed by the NCTCOG.
SECTION 3~ The inter-city portions of the TTC-35 alignment between Hillsboro and
Laredo should be spaced as close to ill 35 as possible.
SECTION 4.. The evaluation of alternative routes and staging of investment should
include an analysis of economic impacts to existing and future urban population and
employment.
SECTION 5. Upon concurrency between the TxDOT and the Metropolitan Planning
Organization, TTC-35 routes within the Metropolitan Planning Organization will be placed in
the Mobility Plan.
SECTION 6~ The City Manager, or his designee, is hereby directed to send a true and
correct copy of this Resolution to appropriate officials in the Texas Transportation Commission
office in Austin, Texas~
SECTION 7. This Resolution shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
day of
, 2006.
PERRY R~ McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY""
BY:
APPROVED AS TO LEGAL FORM:
EDWlN M. SNYDER, CITY ATTORNEY
BY:
Page 2 of2
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TTC-35 Tier One Draft Environmental Impact Statement
Comment Form
P LEA S E
PRINT
First Name
Last Name
Title/ Affiliation
Address
City
State
Zip
Email
Phone Number
How would you like to receive information about the project~
D Email
D Mail
D Both
D Don~t Send Information
D I support the Recommended Preferred Alternative identified in the Tier One OBIS (ReA 5)
o I oppose the Recommended Preferred Alternative identified in the Tier One OBIS (ReA 5), but support:
o ReA 1
D ReA 2
D ReA 3
o ReA 4
D ReA 6
D ReA 7
D ReA 8
D ReA 9
D ReA 10
D ReA 11
D ReA 12
D NoAction
Alternative
If you support an alternative ocher than the Recommended Preferred Alternative, please explain:
(Please provide additional comments on the reverse,.)
To be included in the official record of the Tier One DEIS Public Hearings, comments must be submitted or postmarked
by MondaYJ August 21, 2006.
Meeting Location:
Date:
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Austln~ TX 78761-4701
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Ed Pensock,Jr~, PE
Director of Turnpike Corridor Systems
Texas Turnpike Authority Division
Texas Department of Transportation
RO. Box 14707
Austin, TX 78761-4707
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AGENDA INFORMATION SHEET
AGENDA DATE: August 1,2006
DEPARTMENT: City Manager's Office
CM: Howard Martin, Interim City Manager
SUBJECT
Consider nominations/appointments to the City's Boards and Commissions.
BACKGROUND
Council Member Montgomery has a nomination to the Planning and Zoning Commission.
Council Member McElroy has a nomination to the Community Development Advisory Committee
due to the reassignment of Walter Eagleton.
If you require any further information, please let me know.
Respectfully submitted:
Jennifer Walters
City Secretary
S:\Boards & Comm\Agenda Info Sheet for Vacancies.doc