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April 21 , 1998 `
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Agenda H•: _ .[�_ �
AGENDA Agenda Ite
CITY OF DENTON CITY COUNCIL
oate 'a/- � ..
April 21, 1998
After determining that a quorum is present and convening in an open meeting,the City Council will
convene in a Closed Meeting of the City of Denton City Council on Tuesday,April 21, 1998 at 5:45
p.m, in the Council Work Session Room at City Hall, 215 E. McKinney, Denton, Texas, at which "
the following items will be considered:
1. Closed Meeting:
A. Conference with Employees—Under TEX. GOVT, CODE See, 551.075. The
Council may receive information from employees or question employees during a
staff conference or briefing,but may not deliberate during the conference.
ANY FINAL , .TION, DECISION,OR VOTE ON A MATTER DELIBERATED IN A CLOSED
MEETING Ok ON INFORMATION RECEIVED IN n CONFERENCE WITH EMPLOYEES
WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH
TEX, GOVT. CODE CH. 551. THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN
INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AU rhOR1ZED BY TEX. GOVT.
CODE SEC. 551.001, ET SEQ. (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 11 EMS NOTED ABOVE, IN ACCORDANCE WITH
THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION, SECTIONS
551.071-551.085 OF THE OPEN MEETINGS ACT.
Regular Meeting of the City of Denton City Council on Tuesday, April 21, 1996 at 7:00 p.m, in the
Council Chambers of City Hall, 215 E. McKinney Street, Denton, Texas at which the following
items will be considerd:
I. Pledge of Allegiance
A. U.S. Flag
B. Texas Flag
"Honor the Texas Flag-1 pledge allegiance to thee,Texas, one and indivisible."
PRESENTATIONS/AWARDS
2. Proclamations
CITIZEN REPORTS
3, Receive a report from Sharon Dubcak regarding flooding of Audra Estates Subdivision
when it rains and the illegal issuance of building permits by the Building Inspections
Department.
!` 4. Receive a report from Dessie Goodson regarding"justice delayed,justice denied."
5. Receive a report from Ross Melton regarding hyp(ycrisy, subversion, principles, and
idealism.
2f) K 32 X I II
City of Denton City Council Agenda
April 21, 1998
Page 2
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.
Listed below are bids and purchase orders to be approved for payment under the Ordinance
section of the agenda. Detailed back-up information is attached to the ordinances (Agenda Items 6-
13). 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 6-13 below will be approved with one motion. If items are pulled for separate discussion,
they will be considered as the first items under"Items for Individual Consideration." A citizen may
not speak or fill out a"request to speak" form on an item on the Consent Agenda unless the item is
removed from the Consent Agenda. The speaker shall be allowed to speak and the item shall then
be considered before approval of the Consent Agenda.
6. Consider adoption of an ordinance accepting competitive bids and awarding a contract for
the purchase of a substation control house and switchgear assembly; providing for the
expenditure of funds therefor; and providing an effective date. (Bid 02180 - Locust Street
Substation Phase III Control House and Switchgear in the amount of$232,934.00 awarded
to Powell Industries)
7. Consider adoption of an ordinance accepting competitive bids and awarding a contract for
the purchase of electric substation steel, switches and buss; providing for the expenditure of
funds therefor; and providing an effective date. (Bid #2181 -Locust Street Substation Phase
111 Steel, Switches and Buss in the amount of$46,977.00 awarded to Clark Corporation)
S. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City
Manager or his designate to execute agreements with N. Harris Computer Corporation,
related to the acquisition, licensure and maintenance of computer equipment, software and
supporting information; authorizing the expenditure of funds therefor in an amount not le
exceed 5300,150; and providing for an effective date.
9. Consider adoption of an ordinance accepting competitive bids and awarding a contract for
general construction and renovation of the Denton Municipal Center and City Hall-Project
11; providing for the expenditure of funds therefor; and providing an t;£cctive date. (Bid
#2184 - General Construction and Renovation of the Denton Municipal Cet pr aid City
Hall- Project 11 in the amount of$1,065,587.00 awarded to DBR Construction Company)
10. Consi&r adoption of an ordinance of the City of Denton, Texas authorizing the City '
Manager to execute a professional services contract between the City of Denton and Binkley
and Barfield, Inc, for the tngincering design of modifications to Central Fire Station truck
t►# bay floor, concrete driveways and south retaining wall in the amount of 531,200; providing
for the expenditure of funds therefor; and providing for an effective date. (Proposal #2131 -
Central Fire Station Truck Bay Modification-Binkley and Barfield, Inc. in the amount of
531,200.00)
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City of Denton City Council Agenda
April 21, 1998
Page 3
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11. Consider adoption of an ordinance authorizing the execution of a change order to a contract
for Network Consultant Information Services Enterprise Network Design between the City
of Denton and NTCS, Inc.; providing for an increase in the quantity of work performed and
an increase in the contract amount; and providing an effective date. (RFSP #1970 —
Network Consultant Information Services Enterprise Network Design awarded to NTCS,
Inc, in the amount of $241,500.00; Change Order #1 in the amount of $47,500.00; new
contract amount is 5289,000.00)
12. Consider adoption of an ordinance amending Section 10.128 of Article VI of Chapter 10 of
the Code of Ordinances of the City of Denton, Texas, to provide for a continuation of the
qualification period for seeking partial tax exemptions for designated historic sites to the
year 2008; providing owners that qualify for a designated historic site fifteen (15) years of
partial tax exemption;providing for a severability clause; providing for a savings clause; and
providing for an effective date.
13, Consider approval of a resolution approving an agreement and resolution of the City of
Denton Industrial Development Authority with respect to the issuance of bonds for Mayday
Manufacturing Company,Inc.
PUBLIC HEARINGS `
14. Hoid , public hearing inviting citizens to comment on th; City of Denton's 1998 Artian
Plan for Housing and Community Development.
15. Hold a public hearing regarding the proposed annexation of a 30.32 acre property located in
northwest Benton,north of Highway 77 near its intersection with Interstate 35 (A•76).
ITEMS FOR INDIVIDUAL CONSIDERATION
16. Consider approval of a resolution by the City Council of the City of Denton relating to the
issuance of obligatiuns by North Texas Higher Education Authority, Inc.; approving the
issuance of such obligations and the use of the proceeds of such obligations; and making
certain findings in connection therewith.
17, Consider adoption of an ordinance calling a public hearing on land use assumptions related
to the possible adoption of water and wastewater impact fees in accordance with Chapter
395 of the Local Government Code, requiring the City Secretary to post notice of the public
hearing and to provide additional notice of the public hearing as set forth in the body of this
ordinance, and providing an elective date.
18. Consider adoption of an ordinance authorising lease amendment No. 1 to the lease between
the City of Denton and Greater Denton Art; Council, Inc. dated September I, 1981 relating
to the warehouse and machine shop and electric diesel plant located on Hickory Street at its
intersection with Bell Avenue, (GDAC Board of Directors recommends approval,)
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City of Denton City Council Agenda {
April 21, 1998 I
Page 4
19. Consider adoption of an ordinance of the City of Denton, Texas authorizing the release of a
special paving assessment lien arising under Ordinances No. 61.16, 61.12, and 61.24
respecting the real property commonly known as 724 Driftwood Trail, Denton, Denton
County, Texas; authorizing the Mayor to execute said release;and providing for an effective
date.
20. Consider adoption of an ordinance authorizing the Mayor to sign an Interlocal Cooperation
Agreement for road improvements between the City and the Denton Independent School
District to provide for the widening of Mayhi!I Road from Mills Road to McKinney Street
and related improvements; and providing an effective date.
21. Consider nominations/appointments to the City's Boards and Commissions.
22. Miscellaneous matters from the City Manager,
23. New Business
This item provides a section for Council Members to suggest items for future agendas.
24, Possible continuation of Closed Meeting under Sections 551-071-551,085 or the Texas
Open Meetings Act.
25. Official Action on Closed Meeting items held under Section 551-071-551.085 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 !, 1998 at__o'clock (a.m.)
(P.rn
CITY SECRETARY
NOTE: THE CITY OF DENTON CITY COUNCIL C,0YBERS IS ACCESSIBLE IN
ACCORDANCE WITH THE AMERICANS W11' DISABILITIES ACT. THE
CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE
HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE
A OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S O �
OFFICE AT 349.8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE
J DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT A SIGN LANGUAGE
w INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S
OFFICE.
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Agenda No. -
Aoenda Itemj`'
Date�� 4
AGENDA INFORMATION SHEET
AGENDA DATE: April 21, 1998 Questions concerning this
acquisition may be directed
DEPARTMENT: Finance—Purchasing to Ray Wells 349.7108
ACM: Kathy DuBose, 349-8228
SUBJECT
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A
CONTRACT FOR THE PURCHASE OF A SUBSTATION CONTROL HOUSE AND
SWITCHGEAR ASSEMBLY; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE. (BID N 2180 — LOCUST
STREET SUBSTATION PHASE Ill CONTROL HOUSE AND SWITCHGEAR IN
THE AMOUNT OF S232,934,00 AWARDED TO POWELL INDUSTRIES).
B. CKGROU,N 2
Tabulation
Evaluation Data Sheet
EST N TED KM',DULE OF PROJECT
Delivery is quoted as 18 weeks after receipt of an order or approximately August
15,1998.
pF110R ACTION/REVIEW(Co tIdul bards.Commisljons
]"his bid proposal tvas presented to the Public Utility Board on April 6, 1998 and they 1
approccd the recontmcndation of award to Powell Industries.
FISCAL IYFOIL111AMIN
phis purchase will be made from 1998 Capital Improvement Project Bond Funds for the
cxp:msion of the Locust Street Substation; Account Number 61 1.080-RR87•CL53-92 t 7•
0 CL53101A. 0 •
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AGENDA INFORMATION SHEET
APRIL 21, 1998 ;
PAGE 2 OF 2
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BI I_ NIA FORMATION
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This bid is for tho purchase of a prefabricated skid-mounted fully assembled control
house and switchgear consisting of breaker housings, auxiliary housings and vacuum
circuit breakers arranged to suit the specific requirements of the Locust Street
Substation. This acgcisition is a portion of the Phase III Locust Street Substation
expansion project.
We are recommending the lowest bidder meeting specifications of Powell Industries, in
the amount of 5232,934.00. The lesser offerings from PACS Industries and Central
Electric fail to meet specification for the control house construction and critical design ti
requirements of the swhchgear assembly.
i.
Respectfully submitted:
Name: Tom Shaw,C.P.M., 349.7100
Title: Purchasing Agent
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Attachment H 1: Tabulation
Attachment k2: Evaluation Sheet 5.
1022 AGENDA
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ATTACHMENT# 1
TABULATION SHEET
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BID$ 9180
BID NAME LOCUST ST. SUBSTATION PHASE III PAC$ CENTRAL POWELL ATKINSON
CONTROL HOUSE AND SWITCHOEAR IND. ELECTRIC IND. INDUSTRIES
DATE 12-Mar-91
CITY DESCRI N v e .7 US VENDOR
1 1 EA LOCUST ST. SUBSTATION
PHASE III CONTROL HOUSE
AND SWITCHOEAR $919,989.00 $992,077.00 1232,938.00 8916,166.00
DELIVERY 30 WKS 6141 DAYS 16 WKS 110 DAYS
AFTER ARID ARO
APPROVED
MECHANICAL
DRAWIN03
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ATTACHMENT 6 2
CONTROL HOUSE SWITCHG !AR
BID 3: 2180 EVALUTION SHEET I
l BID NAME:locust StrW Substation Phas*III
Control House and Swkchpaar
BID OPEN: March 12, 1033
Evaluation by: Daniel Stott - Manager Substations
Cost Evatuatlon Summary Table
Vendors PoYm Industrlsa 4 Pea Indusules Con trN Electric Atkinson Industries
$232,93400 821209-00 , $222,077.00
_3 24S 165.00
IA,dd 10 16 Kv Mir cult Masker ....... .. . .. . .
6tock 37,435.00. ...............35300.00... .. _ . 33 736.{0
Ac a De panel Supply ari 8A $1.263.001 $82500 Supply,Jn Bid
,Total Evaluetad Cost ... 6 _, . .3 .. s261 3!2,00
2]2,9]4011 ' 1221,630.00 , 622101100
Evaluatla1 F91 0 i
0011rary nmaARO 16 Wsaks M Weeks 160 Days 1W Daye
'Wanany panod.. ..,,_,. ..: ...... 10 Monte
Field auamM/requlromonts No . . No ... . NO -1 ..,,ND
Control House SPeeHlestlone
_. . °M.__._... ...__... pliant _.. pl. (._,,. _..,Compllanr ...,,.. Compliant
1.0 ec ................ ........... compliant Cons fan. . . ... ....,. �
1.0 DrarAng and CaralIcs dons CompliaM.. . .. 04"laM.,._, _.,Compliant,_,....,', Canpllan!
2.0 Design ..,.. .,.. Compliant „Non47ompliam Nor4omplient ,..., Non-compllanl,. _,....
4.0 flow Covering _.. Compliant compliant Cernpllant Compliant .._.. .
6.0 latanor lughanp ....,.,. Compllont, .. ...Coml lnl... CompluM Compliant
. .,... .,, Compliant CempllaM. ......,. Compliant. -
6.0 aroundin0..._ .. ............ .. ...... .,.,. Compiaanl„ ..,......,. ...,.,... . . ..,,...,. .__., .
1?.0 MVAC .._,.. ....,.,, compllant . .' ...Compliant Compllnt, ......J Compliant... ......... ,
0.0 Single Source Rasponelbirly „ . ;_,..._. Compliant ' emprlant..._ ..compliant . Compliant.,....,
Matal-Clad 3witchgoor 9peoHlcatlon
' 1.0 Basle cautrucaon 6acdon Cornpllwd Non47onlpllme Noneomplanl
1.0 Muss$and Oaunscaona ... . . ..,. ._., . . . .. coevlanl. CompliaM,.,. . . Compliant
. „ .._ . . . . ., .,... .. .ermmplISM conMlunt I
I L0 Clrcull Baakea end Compartment CanpllaM ComprlaM C
4.0 Clrcuil Weaker ComprlaM CompllaM,,,,,. Compaonl . .'''.. NonCaepllanl ......._ '
01 lnstnmmont Transformer Compliant., Compll, „ . "lint Compllnt
1 .
00 Malaya and WOW"VOW Compliant, ...., _., Cons .`ont_,. Co"Viant .. rant r+..
7,4 Mrs and Caton ., Compa'nl Compnant Complian! Canpllant
Il ...,, . . ., i. Campo ., ,OompOaM Compliant
1.0 Aeeassorlu Compliant ant..,.
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Evaluation Ratin
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ORDINANCE N0.
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR
THE PURCHASE OF A SUBSTATION CONTROL HOUSE AND SWTrCHGEAR ASSEMBLY,
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE. (BID 4 2180 - LOCUST STREET SUBSTATION PHASE III CONTROL
HOUSE AND SWITCHGEAR IN THE AMOUNT OF $232,934.00 AWARDED TO POWELL
INDUSTRIES).
WHEREAS,the City has solicited,received and tabulated competitive bids for the purchase
of necessary materials, equipment,supplies or services in accordance with the procedures of STATE
law and City ordinances;and
WHEREAS, the City Manager or a designated employee has reviewed and recommended
that the herein described bids are the lowest responsible bids for the materials, equipment, supplies
or services as shown in the "Bid Proposals" submitted therefore;and
WHEREAS,the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW,THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS; E
SECTION 1. That the numbered items in the following numbered bids for materials,
equipment,supplies,or services,shown in the"Bid Proposals"attached hereto, are hereby accepted
and approved as being the lowest responsible bids for such items:
' I
BID ITEM
NUMBEB .H.4_ VENDOR AMOUNT
I
2189 ALL POWELL INDUSTRIES $232,934.00
SECTION 11. That by the acceptance and approval of the above numbered items of the
submitted bids, the City accepts the offer of the persons submitting the bids for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards,quantities and for the specified sums contained in the Bid Invitations, Bid
Proposals, and related documents. 4
5YCjM=. That should the City and persons submitting approved and acctpted items Q
and of the submitted bids wish to enter into a formal written agreement as a result of the
acceptance, approval, and awarding of the bids,the City Manager or his designated representative
is hereby authorized to execute the written contract which shall be attached hereto; provided that the
written contract is in accordance with the terms,conditions,specifications,standards,quantities and
specified sums contained in the Bid Proposal and related documents herein approved and accepted.
5
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SECTION IV. That by the acceptance and approval of the above numbered items of the
submitted bidL,the City Council hereby authorizes the expenditure of fiords therefor in the amount
and in accordance with the approved bids or pursuant to a written contract made pursuant thereto as
rsu
authorized herein.
_SECTION V. That this ordinance shall become effective immediately upon its passage and
approval
PASSED AND APPROVED this dey of 1998,
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JACK MILLER, MAYOR
ATTEST:
JENNIFER WALTERS,CITY SECRETARY
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BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY,CITY ATTORNEY
BY: _
n. 'S
2180—SUPPLY.ORDNANCE.
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Agenda Flc . _
Agenda (tern
Date
AGENDA INFORMATION SHEET
AGENDA DATE: April 21, 1998 Questions concerning this
acquisition may be directed
DEPARTMENT: Finance—Purchssing to Ray Wells 349-7108
ACNE Kathy DuBose, 349.8228 7�
1BIE T
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A
CONTRACT FOR THE PURCHASE OF F.L'r-CTRIC SUBSTATION STEEL,
SWITCHES AND BUSS; PROVIDING FOR THE E\PENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE. (BID H 2181 LOCUST
STREET SUBSTATION PHASE III STEEL. MN'1TCIIL•S AND BUSS IN THE
AMOUNT OF S46,977.00 AWARDED TO CLARK CORPORATION).
i
BACKGROUND
Tabulation Shect
ESTIMATED SCHEDUL.£ OF PROJECT
The quoted delivery is 18 Necks after receipt of an order or approximately August
15,1998,
PR[ORACTIONIREVIEW(Council 8011rdISOMMI311011191
1 phis bid proposal was presented to the Public Utility Board on April 6, 1998 and they
approved else recommendation of award to Clark Corporation.
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FISCAL INFO MATT N
Th!: purchase will be made from 1998 Capital Improvement Project Bond Funds for the
;\pansion of the Locust Street Substation; Account number 611.080•RR87•CL53-9217-
CL3101A.
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AGENDA INFORMATION SHEET
APRIL 21, 1998
PAGE 2 OF 2
Bill INFORMATION
This bid is for the purchase of substation switches, steel structure and buss, which
consists of:
WSW
• 2 outdoor vertical — breaker disconnect switches manually operated
mechanism
:E • 1 outdoor vertical—breaker disconnect switch motor operated mechanism
• Switch insulators—station post type
• Spade type switch terminals
F
Steel Structurea
• Substation structure designed to accommodate specific electrical substation
equipment conforming to strict bolt together assembly guidelines
• Structures,,ball be shipped assembled where shipping conditions permit
• Steel materials shall be hot dipped galvanized
Buss
• Rigid bus to be aluminum alloy tubing
a Jumpers to be flexible aluminum with compression type fittings
We are recommending award to the lowest bidder, Clark Corporation, in the amount of
` 546,977.00,
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Respectfully submitted:
Name: Tom Shaw,C.PM, 349-7100 r
'• Title: Purchasing Agent • ' '
Attachment pl: Tabulation Sheet "
1023 AMIN
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ATTACHMENT 01
TABULAT40N SHEET
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slot 2181
EID NAME LOCUST ST.SUBSTATION PHASE III CLARK MID. ASSOCIATE 013-TUN �
STEEL,SWITCHES,S BUSS CORP. HENRY
DATE 12-Mar46
QTY t V': DESCR1P110N. DOR VENDOR!, WNW VENDOR
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1 1 EA LOCUST ST.SUBSTATION
PHASE IS STEEL,SWITCHES,
BUSS {16,971.00 616,710.00 $30,225.00 661,653,00
,
DELNERY 11.20WKS 11INKS 15WEEKS 1 9WEEKS
ARO "0 ARO ARO
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ORDINANCE NO.
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR
THE PURCHASE OF ELECTRIC SUBSTATION STEEL,SWITCHES AND BUSS;PROVIDING
FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE +
DATE. (BID# 2181 LOCUST STREET SUBSTATION PHASE III STEEL, SWITCHES AND
BUSS IN THE AMOUNT OF$46,977.00 AWARDED TO CLARK CORPORATION).
WHEREAS, the City has solicited,received and tabulated competitive bids for the purchase
of necessary materials,equipment,supplies or services in accordance with the procedures of STATE
law and City ordinances;and
WHEREAS, the City Manager or a designated employee has reviewed and recommended
that the herein described bids are the lowest responsible bids for the materials, equipment,supplies
or services as shown in the"Bid Proposals" submitted therefore;and
WHEREAS,the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment,supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
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SECTION 1. That the numbered items in the following numbered bids for materials,
equipment, supplies,or services, shown in the"Bid Proposals" attached hereto,are hereby accepted
and approved as being the lowest responsible bids for such items:
BID ITEM
NUMBER AQ- VENDOR AMOUNT
2181 ALL CLA1 K CORPORATION 3P 46,977.00
i
SECTION 11. That by the acceptance and approval of the above numbered items of the
submitted bids, the City accepts the offer of the persons submitting the bids for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards,quantities and for the specified sums contained in the Bid Invitations, Bid
Proposals, and related documents.
SECTION 111, That should the City and persons submitting approved and accepted items i
and of the submitted bids wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the bids, the City Manager or his designated representative is hereby t➢ r
authorized to execute the written contract which shall be attached hereto;provided that the written
contract is in accordance with the terms, conditions, specificatioaa. standards, quantities and
" specified sums contained in the Bid Proposal and related documents herein approved and accepted.
4
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SECTION IV. That by the acceptance and approval of the above numbered items of the
submitted bids, the City Council hereby authorizes the expenditure of funds therefor in the amount
and in accordance with the approved bids or pursuar, to a written contract made pursuant thereto as i
authorized herein.
SECTION V. That this ordinance shall become effective immediately upon its passage and
approval.
4
PASSED AND APPROVED this day of 1998.
d.
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JACK MILLER, MAYOR
AT TEST:
JENNIFER WALTERS,CITY SECRETARY
BY:
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APPROVED AS TO LEGAL FORM: jr
HERBERT L.PROUTY, CITY ATTORNEY
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BY:
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2161 -SUPPLY ORDINANCE.
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Agenda Na
Agenda Item
AGENDA INFORMATION SHEET
AGENDA DATE: April 2l, 1998
DEPARTMENT: Finance
CMIDC,%VACM: Kathy DuBose,Assistant City Manager of Finance
SUBJECT—
An ordinance of the City of Denton,Texas authorizing the City Manager or his designate
to execute agreements with N. Harris Computer Corporation, related to the acquisition,
licensure and maintenance of computer equipment, software and supporting information;
authori zing the expenditure of funds therefor in an amount not to exceed $300,150; and
providing for an effective date.
BACKGROUND—
The Customer Information System (CIS) Task Force made up of representatives from
Utility Administration, Meter Reading, Customer Service, Information Services,
Accounting and Solid Waste was created in March, 1995 to assess, design, evaluate and
recommend the best customer information system for the City of Denton. After two
years of development, an RFP was distributed in May, 1097. Two (2) bids were
submitted with a third bid submitted without the required signatures. The two qualified
bidders were based overseas and had no installations similar to Denton inside the United
States. After surveying several U.S. vendors who attended the pre-bid conference yet did
not bid on the project,the Task Force decided to reject the two bids and re-bid. A revised
RFP was developed and distributed in August, 1997. Again, the pre-bid conference was
well attended and eight vendors showed great interest. We were pleased to receive five
(5)bids for our CIS system in late September, 1997.
The Task Force evaluated each proposal and chose three (3) vendors to demonstrate their
system: HTE, Creative Computer Solutions (CCS) and Harris Computer Systems. The
Task Force analyzed system capabilities and information provided during the
demonstrations, verified through references, and obtained from site visits to metroplex
cities. This analysis reflected that only Harris Computer Systems included a sophisticated
• base system that also addressed many needs unique to Denton. The Task Force identified
a city (Taunton, Massachusetts) that mirrored Denton's customer base, yet functions in a
deregulated environment and uses Harris' CIS system. After extensive telephone inquiry
with Taunton's management, five (5) Task Force members visited the site in mid-
December, 1991 to ensure all questions were addressed concerning Hams' system.
Harris' CIS system proved to be an outstanding fit for Denton. While other I O
systems were limited in areas such as:
• Billing KVA
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• Customer service I
• Interfacing with Datamatici automated meter reading system j
• Current larger installations
• Working in a deregulated envrronrrsent � � -
• Functional unbundling
• Dotail meter data
• Customer support
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pgl!pR ACTION/REVIEW(Council,Boards,Commissions)
The Public Utility Board unanimously approved purchasing the Customer Information F
System from Harris Computer Systems at its meeting on January 21, 1998.
FISCAL INFO MATION
The purchase of the CIS system in the amount of 5300,1$0.
Respectfully submitted:
Diana G.Ortiz
Director of Fiscal Operations
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CU'STOMER INFORMATION TASK FORCE
EARL CREII'S UTILITY ADMINISTRATION
JUDY SHARP METER READING
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JERRI RAINEY CUSTOMER SERVICE
LOUISE O%TN UTILITY BILLING/CASHIERING
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DIANA ORTIZ TREASURY OPERATIONS
ALEX PETTIT• INFORMATION SERVICES
ANGELA KASTEL INFORMATION SERVICES
BECKY BOCK UTILITY ACCOUNTING
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FARA EMADI SOLID WASTE
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' e Kristin Newman worked with the comm itiee is Actins Information Serslets Dirtctor from mid-August to f
mid-December,
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ANALYSIS OF SYSTEM CAPABILITIES
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SYSTEM CAPABILITIES HARRIS H.T.E. C.C.S.
Basic Feature Requirements:
Duplicate bill inl Y Y Y
Bill print message Y Y Y
KVA and Power Factor billing Y N mod N mod
Credit tracking Y Y Y mod
Equalized billing Y Y Y
'System &customized repiorting Y Y Y
Solid waste 611i Y mod Y mod Y rood
Wastewater billing Y mod Y mod Y mod
I Adjustment to previous bill periods Y N mod N mod
Adjustment to current NO periods Y Y Y
Due date selection Y Y Y
Customer comment section Y Y Y
Credit comment section Y N mod N mud
Address oomment section Y Y Y
Additional bill copy malted to 3rd partir Y Y mod N mod
Automated oredit bureau reporti2i Y N mod N mod
`
Single entry of new customer data Y Y N mod
Bank drafting feature Y Y Y
Se rate wility depositA and Interest Y N mod N (mod)I
Multiple utility deposits and Interest Y N mod N mod
Automated faxing to customer Y N mod N mod
Standard oolledion biter at Y N mod k mod
Oere ulatlon Issues:
Unbundled rates Y N mod N mod
Historical data oonversion Y Y manual N mod
Unbundled bilk Y N mod N mod
GIS d SCADA interface Y N mod Y
Automated meter reading Y Y N mod
Power distribution management Y N (mod) N mod
Four 4 decimal demand Y Y Y
Extra Features:
Ability to print message on single Nil Y N mod N mod
On-line help Y Y Y
• Multiple locations wlsin le statement Y Y mod N mod
Reprint cash receipts/detailed Y _ N mod N mod
Bill graphics Y N (mod) N mod
Multiple la ua a billing Y N mod N mod
Overall:
r Well Suited for CRy Q • ',
of Denton Una cce table Una cce ble
Customer Support Excellent Poor Fair
Cost Meets B el I Exceeds Budget I Exceeds Bu el
LEGEND.
Y •Provides services•doesn't require modification
Y(mod)• Provides service but requires minimal modication
N (mod) • Doesn't provide service• requires extensive modikation
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RECAP OF DEMONSTRATION
HARRIS COMPUTER SYSTEMS& j
THE CITY OF DENTON,TEXAS
December 8, 1997 pole
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Central Switral Owflemr
Is and has alma}s been fully year'-000 compliant
a Has operated in a deregulated environment ror more than five years.can use as many step blocks as neccssarp
a Total turn key provider
a Can change on-line help test to make specific to City Electric
a Can have up to 999 companies on system
a Operate on dumb terminals and'or PC's
a Can use any report generator,such as NIS Access and Cry staff. as long a it is ODBC (Open Database
Compliant)
a Even action on system automaticall lugs uho did the action,the date and time
I There are$0 user definable fields behind every module for additional data tracking and customization
a Almost no do%n time in system. If power goes down during pilling or anything else.system%ill know where
you left off and pick back up%hen power returns
a Ability to print in background %'uhout interrupting system.Can also interrupt a large printd,•b to print another
document
a Can dictate navigation in system by assigning hotkeys-this is defnedeasil) by any user
a System allows for as detailed as field tev'el security', and a"just like'scenario for setting up en ployte security `
Billlna 5"Itim and CARirServlce PEderl
a Customer always has the same account number in system.regardless orthe property they occur)
a There is no intelligence built into Harris account numbers.providing you the capability to search and son based
on numerous criteria, such as customer number,property number, landlord number,lot and plan,address,cycle.
route.%alk. social security number.SIC code, etc.
a Even'account shows an information bar at the top,indicating the status(disconnect, f haled .tc.)of that
account. These descriptions may be customized
I Street Paints are hard coded,so spelling,capitalization and abbreviation are uniform through the entire system
a Can ha+e critical comments in system that alerts users about specifics of an account
a Dereeulattd Billlna
* m"c have over five )cars of experience in operating ours)stems in a deregulated environment, we alto% for
billing using unlimited rates for one or any combination of the follo%ing four criteria
1 Transmission only
2. Distribution only
Energy only
J. Stranded Investment
These methods are further broken down by billing for tlat rates. in step blocks or all one block
Harris also otters a full customer service inoduhe ;C,ARel to give utilities a competitive edge
a Abdhn io use data loggers to bill m u+ne of use
a Can hu+e unlI ill IwJ number of rile codes 0 -
a Can track%holesalt and or reinil customers
a Can vie+m ditferenl racheu to Determine Ims and rrofil
a Handtcs IcvehzeD bdlmg. anJ can apply of not apply deposit
a Handles budget bdlin,t+mlth automatic II month reconciliation
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RECAP OF DEMONSTRATION
HARRIS COMPUTER S1 STEMS&
THE CITY OF DENTON ,TEXAS
December li 1997 page]
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Billing Slslern and C.4,Re Service Orders continued
• Can reprint a bill copl at any time.marked copy automatically by system, for any billing period%here data is
still on the system
• Can send bills to multiple site
• Can print multiple bills
• Can print comments directly on a bill,globally,by group and individually
• Can automatically print a graph of this year versus last year's consumption directly on bill
I Can fax bills directly to a customer, and also print to any primaron the system,e-mail and print to a Cle
a Can choose the day a bill is due for even customer
• Can schedule a time to run a print job.billing or other
• Can attach notes to every customer, that stay s with customer throughout all systems
• All history stays with a customer, regardless of%here they have lived
a Can see a iefund journal
• Can refund deposit, automatically or manually,based on a user-defined credit rating system
a Can transfer a deposit to another property
• Can handle contract agreements with customers
a Can exempt&customer by"until date:'for notices and'or penalties
• Can reverse a penalty on the spot%ith proper security.and system will raerse all journal entries automatically
a Can see the nevt person slated to occupy the property when a disconnect order is placed
• Can see credit hlston on AR sheets rot disconnects -
a Can identify a particular type of property to track specific power requirements(SIC codes)
a Can see comparisons of a particular property to a national consumption of same property type
• Can automatically defer bill print for a defined period of time, such as vacation, etc .but still track
consumption Bill then prints automatically %hen the deferred period is up
• Can automaticallr seasonally adjust estimates. taking into account current conditions and last year's
consumption history
• Forget-a-bid allo%s a landlord to receiv e a not only each propeny detail but also a summary of all prepeny
charges rte they can pay one bill. Alt property due dates are automatically changed to match the master
accr._nt
a Landlord can pay for all properties at once,system will distribute funds automatically based on your ctiteria
• Can do a final read In s stem quickly
Can automatically process adjustments, adjustment shows in month of overbill underbill
Can set up a payment plan for customers.and aulomatically calculate amount and payment term
• Can totally rnerse a billing through Harcis,non after bins are printed
• • Can track Bro%n.out data
• Can track consumption for street lights
• Can track consumption for and dental of yard lights
a Can hale up to sewn cash dra%ers at each cash station. %ith security on each
P Sy stem automatically lists cash payments on each account upon entering
• Can reprint a cash receipt at any time shriving oho made payment, time.date amount asked, amount raid, •,
balance remaining, anJ %ho took the cash
• a Can auwmuiiully print,fax,or e-mail "canned'letters,al trig customer's appropriate data
a Can do mail merges such'%ard' and'11 ordNrfeci"to produce fancy letters
a Can easily and quickly setup a neck proreny on sy stem
a Can track each customer's district ±
• Can automatically stamp calls a iv
ith time and Jate receeJ
a Con rev ink calls ai any time
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HARRIS COMPUTER SYSTEMS& I
THE CITY OF DENTON ,TEXAS I
December 8,1997 page 3 k
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Billint Sis em and CARe Scrs ice Orders continue
• Can anach freeform notes to a call
• Can anach and print notes directly on a senice order(such as directions) -
• Can re%iew tall history of each subscriber
• Can search all subscribers efrected in an outage situation
• Can monitor sers ice orders as the} are pbsted and completed
• Can eliminate all applications for senice,Our system prints automatically
• Can base more than one name on an agreement for fen ice
• Can automatically print out payment history,consumption etc, onto one sheet for easy review ofa customer's
account
• Can bill for area lights under contract,system automatically calculates due amo nt if contract is broken
s Can interface with SCADA and GIS s)s?ems
Mt I}r Handheld
• I�tcrfactd to Won Handheld units
• ,an see the history of a meter.how msny times it has been read•and see the test data ofa meter
a Can estimate an entire cycle or one customer
• Can insert property easily,system re-sequences the walk sequence automatically
• Meter reader can redefine walk sequence by simply reading properties In orderthey prefer
a Can use the information on one meter to update all metan
a System track meter information separately',eliminating problem of switched metes
• Can handle meter changes,aworratically searches for all reads for billing period
Cher cv bentifiti
• InternetSerser ,
a Warehouse bar coding system
• Paperless sen ice order sy stem
I Can keep unlimited number of years of data on system
A I Can see variables of what has changes on system, per subscriber,over specified period of time
. • Interface to GIS system
• Debtor number is neser reused t
• Can sell advertisement time on bills.and inserts• to target specific groups of customers,such s districts
• Can track customer ssho steal poster from company
• Can track costumer affected by power outage, so they can allesiate creating a trouble ticket for them
I Can hase multiple scream open at one time.or hockey between systems while keeping same account open
HARRIS `
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Recap of Harris Computer S)slcros !
llrsn•llaneaus.11uniripalin,Crilin Taptcs HarraSoluuons
I
Multiple Company and Consolidated Billing She Harris Systems is very versatile in allowing billing for
multiple companies. Customer bills for these companies can r.
either be consolidated to produce one bill for all companies or p 1
produced separately, She databases for these companies can Pi
be separate or merged easily at any time. I
Sirnu•driven screens She Harris software suite is menu-driven. Through the use of
hot keys,you never need to back out of one program into
another In the Harris System,you never need to back out of
a program to enter another:just simply click on the icon of
the program or function you want to perform.
a
Integration and one-time data entry Harris systems are specifically designed to meet the needs of
utilities, and are fully integrated,requiring only one-time
data entry. The information is dispersed appropriately
throughout the systems, updating all ledger+and producing
key reports. i
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Customization of programs to include data Within each system,there are user-definable fields. ' p
specific to your Utility's needs, You can assign a title or name to each.and th-n use the field r
to track the corresponding data Important to your operation.
The soNare is designed as a tool to help track vial f
information,not limit it. `
Customized reports Harris provides it full ed-hoe reporting feature within the i
system. Because we utilize a relational database,any
Information can be queried for specialized,easy and powerful
nn-demand."what-ir reporting When programming changes
or enhancements to a system are requested,the combination of
developing in Forth Generation languages and our use of
Computer Aided Software Engineering tools pro%ides out
system developers with it powerful and consistent
environment for quick and accurate system design.creation
and revision. f
i Maintenance Harris maintenance Is based on a percentage of the software
price when purchased. The maintenance includes support, all r
updates.and all enhancements to the s)stem. Any changes we
make to the software,as a result of another chenfs request or
in Industry requirement, will be provided to you with
appropriat:documentation free of charge. You can take
" advantage of the new features or wimpl)de-select the feature r>'
on the controllable. Likewise, all changes In the system as It
I result of Federal and State goverment requiremenu are
pro%ided Per of charge
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Recap of Harris Computer Systems
page t r-
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1 5,eflaneous alunicipah(v t rdiry topics Noma Soluriom
Customer Service Support.Response time and Harris is known for their excellent customer support. i !,
User's Groups The majority of our employees either come from a utility,
or we place than in a utility for six months. In ihls uay,
our employees have athorough understanding of the utility
business and your needs in order to offer premium service.
The Hams software malnten„tct agreement coven all
support fees. We guarani,t a one hour response to urgent
issues or Issues perwtimi to bill processing %'a record
every call and provide a report of that activity to the utility
every month User groups are organized by client utilities,
and t)p!:ally meet quarterly. We provide seminars,training
and workshops at these meetings free of chargt and upon
request.
On-site Training Harris provides full training to ensure proper operation of
Or software. We also leave the utility with a sample but
realistic database for on-hands practice until going parallel
and going live. We will stay with the utility during a portion
of parallel and through going live, We provide additional f -'
training outside of the Installation upon request and for a
moderate ka
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Com ersions of Data Harrisdoes a complete electronic conversion of dais, We
require the file layouts and file lengths or your current
system to perform the conversion. We run the data through
or systems and monitor the activity while performing
specific functions of the software %'e do not go live with
the data until all tests are satisfactory. We have two
employees that art specifically In charge ordata
eomenlons,and a project managtrthat oversees the entire r
process. +
Deregulation We have over three$tan of experience In operating our
r systems in a deregulated environment. we allow for billing
using unlimited rates for one or any combination of the
f following four criteria,
I. Transmission only
'I 2. Distribution only -'
f s 3, Energy only
s, Stranded Investment
Also.these methods can be further broken dove n by '
billing for Oat rates. In step blocks or all one block. f
As a result of the deregulated em itonment, Harris also 0 '
otters a full customer service module ICARel to give
utilities a competitive edge.
HARRIS
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Recap of Harris Computer Systems p
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thscellaneous lfunieipaher Vidvy ropfcs Harris Solutions
s
Hardware independent sofhsare Harris systems operate on a Unix platform,which allows
the soltware to be non-hardware specific. We are currently
installed on DEC Alphas,IBMs.RS6000s,Motorola 900
Series.NCR Towen,Power PCs,to name a few. This
allows us to provide the best performance hardware for the
best price. Our product of choice currently is the DEC
Alpha
Printer support We support a wide array of printers. including laser,dot
matrix impact and thermal printers.
Interfaces to Third Parry Sofiwre HW Hand Helds
We currently interface to Itron,Radex.Sensus.
Rockweil,to name a few.
We can provide all the unique identifiers or hooks
for our systems to operate with manufacturers like
Intergraph,EPS,ArchInfo Autocad,etc.
Re non Otnerators
Any ad-hoc reporting tools that are ODBC
compliant can interrogate our Informix relational
database
Internet
Klosk access and online access to payment history,
account balance,consumption history etc via
account number and pin number,
g <" x I I"customizable forms and bills Harris understands that each Utility has iu own look and
style,to we allow full customization of bills. We set up the
bill format upon Installation,as you define The bill can
even Include a graph of the customer's current consumption
compared to their previous year's consumption, Aner
Installation, if you want changes to the format, we charge it
nuisance fee of 5100 for the changes. If you need an {
entirely new look, we charge only 5500 foe the new dtslli
We also provide a third party PC software, Jetform,than
gives gnu the capability to make these changes In-house 4
Other items Our average install has between 10.000 • 50.000 customers.
A'e are fully yea 2000 compliant.
We support encumbrance accounting.
All q stems speeincally written for Utilities.
Harris only focus Is Utilities r
We has a over 170 installs turrendy.
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Recap of Harris Computer Systems o
page
Belling ropicr Harris Sotullons
\on•imeiligent account numbers Harris uses unintelligent location and customer numbers for
several reasons. We can add other features or elements to
the database without risking the integrity of the system. We
can do query's by example in order to use any of the data,
Including social security number,to search for a customer.
We can also track non-customers in the same wry.
Retail Billing The Harris System allows for an unlimited number of retail
billables on a customer's statement. These billable%cart
either be rental or sale items.
Print multiple accounts on the same bill We track Accounts by the location. Each location
"Forget-A-Bill" number Is assigned an additional two digit number to track
the current occupant ofthe residence. We also track both
the debtor and landlord with a unique identifier. In this
way,our system easily tracks all locations owned by the
same Individual. As the mrier-readers read the
consumption of etch location,we incorporate a system
called "Forget-A•Bill." This system allows the meter
information to enter the system,processes the data,and
automatically adjusts each due date to match its muter
account. When the master account Is billed,all the II
locations under that account are included on the same bill,
with the proper date adjustments.
Bill using multiple cycles Harris can provide up to999 cycles for billing.
Hiding on demand The Harris Billing software can produce a customer's bill on
demand,for current or for any billing period specined,u
long as the data Is present on the system. Harris allows you
to keep as much history on the system u dealred•providing
the hardware has the eapaciry.
Change rates easily Harris offers an unlimited number of possible rates, These
rates can be split into various componenta such as
I ttansmisslon,distribution,energy and stranded investment.
Also,the time of use feature allows the utility to have
complete control over the number and duration of billing
} period%throughout the day. Different rates can be
assoclated with each time band All rates Are table driven. t` ,,•
and therefore easily altered. Hov'.ever. only those w iih
proper security Aran change the rates.
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Recap of Harrb Compoler Systems
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Anmrncs anJ tranmctionr copies NarNr Solutions r
Payment disbursements Payments show up immediately when entered in the system
as"payment pending". Allocation of a customer's payment I
to multiple receivable Is standardized by the utility. You
can use a percentage method for each receivable or enter
exact dollar amounts
Electronic Funds Transfer Hartle offers automatic debit for payment of customers'
bills. and prints a receipt of the transaction for the customer
If you do not currently have this feature, Harris can work
with the banks In your area to establish this feature.
NSF Checks Our system automatically handles NSF checks by reversing
the effects of the check. Also, the system will automatically
assign a preset NSF charge, if applicNe.
Landlord responsibility to vacant properties The Harris System will automatically bill the landlord of it
property for any charges Incurred between tenants.
Tracking cash transactions and reporting Harris provides a cash register terminal specifically
data on cash receipts designed to Improve the efficiency,accuracy,and security
of cash processing. This product includes a standard
computet terminal or PC,acash drawer, and t slip printer
It is truly integrated with all other Harris Systems,providing
a record on the receipt of amount paid,change given,
balance before and after transaction,who administered tha
transaction,and time and date.
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Recap of Harris Computer Systems E
page 6
Sen ice Ordes ropier Hatrir Solurionr E
Quick and accurate The CARe Syslem ensures that customers'needs are dealt
with quickly and efAcitnt1% Our systems allow you to
complete a service order while on the phone with the
customer. Ala glance. the operator can see the history of
activity and the status orcaiis for a particuiar customer.
The screens are completely"polnt•and•click"and menu
driven,so if s mistake is made,it is easy to click on the
Incorrect data and correct it
4 Tracking Customer Complaints Harris allows you to track customereomplalnu to htip you
I provide excellent customer service. The system tracks
detailed information regarding the complaint,and allows for
a freeform comment for additional explanation.
I Printing Service Orders. Service Order You can automatically prim the Service Order to any
Scheduling.and Real-time delivery printer on the system: Also, it is possible to schedule
Service Orden in our system. We are currently working to
develop tranmmbsion of the Service Orden to the field
representatives while they are in the Add(I t..thermal
printer and rugged PC in truck), Thls would alley late
having them return to the main AcIlity to plck up the
Service Orden.
Final and first Readings When you enter a Anal reading In the Harris System, the
system automatically enters the reading u the first reading
for the next customer.
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Pogo 7
.Iferer dlanagemenr Topics
Meter Inrenton and Tracking Harris offers a meter table which holds all
information for meters. It permits updating,deletion•
inquiry,changing and listing of meter information.
Full control is provided for.
Meter Reverification
Automatic Meter Cards
Scrapped Meters
Meter Adjustments,Seal Ecensions, Reading
Cards.Changes and Subgrcups
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Dinvtoe of Fiscal Operatiom
City ur fkrton
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DeatDt4 Tccu 76201
Dear Ms, Oast,
We have Ssdmtrd loformsdun oe t1H Hctu Cotponikm(Han%FM rne.(Inl).and Creative Computer
aolwlom,Coe.lliealivel,Hama Is fish ce the New York Stock Facbmee and 117E un tM NASDAQ,
consequently have readily instable 1laaecial l6fult al" Creative it a private company which doll cot
release flnandal iafomulbm publicly. &tor u a sanmury of tM:iafatmstion avasLble,m tech eampwty.
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Harris Corporadol
Hillis l:mp0go0111 ptovldea rodeo and pmonl eommonicaboq&$rW Wevisioo,health can
iefacuitioo syunm,miStimedia coromuMadOW amomodve eWaft u,da(mae ommtwnwttou red y
tnha elxen»e aervion lfatt4t if a Inds It died seLvlaioo aary iw. The wnpmy L based ifs
MelSouma Florida. hie a pare of thew 100;d*UP 300 bed the NYSE Compaa6 melon.
In b 1Lcai you Decembee J 1, 1991 Itartd reported mc�acs of 1).1 btWat,up bum f3.7 billion ie S99G �
Heme repOrteA net ieuuna of 1201 mlllioe Ja 1907 mA a I'll m+tj{na�111nR, llalt4 raPCx'tyd btal ueeu
of S3,15 bill=comprised of$1.6 billies of equip seal 13.0 btaion of Iisb0ldn of which 1b10 aLllion is
loe6•ram debt. Finally,Harris repined A quick radon of 1.60 and cub flow from opcire"m of 5301
mJl on to 1997.
Hama appears to be frsancially found.
I[TZ Cotyonde�
fd.T 1t,Ise.develops,tetsrkcu,Implvmena ud auppona mfhrw tlpplkYton6 Tks eoirpmies prtmwy
elleau oea polmeal subdrvissom amhrd+n6 way Tau Chita. H'ra is Lamm to Orlando,Florkea. HT121s e
part of the NASDAQ CotelwA4 wd&NASDAQ CFO Iodenea IM ock public A)one of 1991.
HTE his not yet reported Its 1997 mauls, How ever,a repomed&W gaffe 1991 swWw of So 11 per '
share and his s re- I abaa pAea 01111. the!1 wixk ranee Y dam S tot!ro 120.2 S. 3fTE alto npoeled
a curtest atkmm of 130 dmea and a debt to foal ratio of 0%.
In 1996 tm repnmed net Imome of 92 minim no 131 million Is nln. HTa sign kad cash flow Gam
opeatwms of 32.9 m pion to 199b, KM reported"I mats of 131.1 nulho6 Its 1996 a whkh 97 million
wu gaily!,$19 1 RAM elQilnl h4Wrhet sod the temmisim Sal fMIliom loge-rem IiabWhe6
While HIE Is a small company,a aWmi to be a viable Mu 0
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beatd'u Bakxa>!Seld Cslilomie Sim
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The following personnel will be committed to this project in either a full or part-time capaJty.
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Programmers responsible for base software product development:
Allan Aulluce 10 liars Durclee Zeigler I Year
John Wilson 11 Years Gres, Woodburn I liar
Dun ii;illoran 7 liurs Abdelluh Belluhsan 1 Year
Don Behind 1 li•ur Daniel Se•kudn S Years ton conrrat rl
Mci) L long I Year
The Harris Software Support Start includes the following employees:
4+ute hfei.ssner 1.4 liars Richard Turner J Years
)eff Lemke R liars Rene Boufuy ? Years
,hark Bruli 7 Years Ginelle Sirnoueau 1 Years
Craig Ross 6 Yeura Tanya Gorman 1 lima
Jurrrie Beuvis g Years Susan McCooere / Year
Kudie Baker J Years `
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The Harris Hardware and Network Support Staff includes the following employees:
Bruce Goodhue R reurs Rick Besers 6 veur.r
Sreir Devo 7 ,1 ears Turn Yang I our
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Key management personnel who will oversee all aspects of the project:
Craig Ross Co-Manager of 6 Years Craig Is responsible for both software
Operations and hardware support and manages all
day-to-day corporate functions, Craig also
oversees quality assurance or the product,
Mia Hemp) Co-Manager of 4 Years Mia is responsible for software
Operations implementation; including training,
upgrades, aid support,
Dan Killoran Manager of 7 Years Dan• an owner of the company, is
. Product responsible for the development of all
Development Hartis Applications. Dan recently spent s
two years in New Zealand where he was
in charge orenhancing our software to
support deregulation (unbundled rates• i
energy trading, and retail wheeling).
Allan Wallace Manager of 10 Years Allan• an owner of the company. is •
Software responsible for porting o%er to the
Development Windows N? emircriment. He is also
ly! responsible for the GUI %ersions of the
applications. report generators• drivers.
and other client tools
HARRIS--
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John Wilson Manisa of I I Years John, an owner of tha company, is
Sc•Lvare responsible for the development of the
De relopmcnt Utility Billing and Customer Sen ice
Applications. He is also responsible for
the GUI version of the applications. f
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Top level Orgoni:ation Chart
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NECEIVED. 3 30 t5; 121201 017 $66 6533 •• DEM104'CITPACCIdt 02
03,30"97 11120 0617 gas 6533 C1tr of Denton 2002/002
ITEM 1b
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2
3
4
5 PUBLIC urI1.tM BOARD MEMO MINUIEB
6 JANUARY 21, 1991
7
8 The Public Volitiea Board erlulu meedol was aired to order 119'03 a.m. Monday,lanuuy 21, 1995,at the l
9 Servfu Canter TnkalnS Room at 9010 Tear Sates is Draim Texas.
10
I l MEMBERS PRESEYF: Cheirmom Gentle Hopki*Dick Norma,8 J1 Giese,Chwt&u Newcil and ExAWcio
Members Tad Seavides end Howard Mub
13
14 MEMBERS ABSENT: Bob Coplen
15 V
16 AGENDA ITEM 1: WWI AN UPDATE FROM KATHY DUBOSE,HOLD A DISCUSSION AND
17 COI.'SIDFJt APPROVAL OF THE PURCHASE OF A CUSTOMER.DJFORMATION
is S YS RM PROM HA"JS COMPUIER SYSTEMS
19
20 Kathy DuAm,Assistant City Mayer of Fmeoa,continued an opdato(from the January 11, 1991,ettetinl)
21 relarda ii the purcbsse of a Cuatoma aformetleo System(CIS)for the City of Dawn. Ma.Dubose informed the
22 Bard at the last meedal that the and the CTS Task Fora,comprised of repasentadves Isom Utilities
23 Admimi6twtioq Motor Readml,Ctutomer SwAm Ldotroadoo Servkee,Accounting and Solid wooK
24 recommended owudinl the bid to Hattie Baud Members expres diaeomlbet about ttrlial a deelsion with such
25 limited Wwwat on esWW)y dace there was nxb a little ramutry differace berweeo the bid tubmieed by Hattie
26 and the ones submitted by HTE and Creative Computer Solutions(CCS).The Board however opted to accept the
27 ncorumendatiom with the contialemy tLat approval world be Daakd based on du evahudoa of the entire popasat V
18 submitted by Huria. ate. DuBois kamedi rely made copies of the proposal available fa the Bouds perusal.
29
30 After rwdinl Harris'puToaal Board Membet Owrl ,Hopkins wanted to know if the dais listed on the Analysis of
31 System Cepabl flies sbed was the ordinal set of lWiffudome outlioed by the Task Force. Ms. DuBois amwerad
32 affirmatively Bond Mwiber Hopklos wkd siou the upkeep and asmteoame is low,the peke is lower and h
33 meets speci8catiaaa awwdw$the bid b Harris was favorable to his epWoo. Board Member Dick Norton wanted to
14 know if the Task Force bad any cowerm relerdial Harrte'respome time. Alex Penal,Dmkx of Information
35 Servkes,uid they bad on response time concerns because it would be lets than a second due to the City tmautimS
36 an glee date bane(ODB)eomipbut system with 1 CIS client sewer that has a boss amosot of capacity, Board
37 Member Norton thanked the Task Pots for their hard work then expre tied diuppolatmeat that this Iafet wbft
30 was 004 readily avalable at the January 12,IM,mtetiol an the Board tould have approved the new system at that
39 alma
40
41 The PuShe lhiBdn Board tmanirnasly approved putdAtiol CIS from Farris Campufet Systems eRer a motice by
42 Dowd Member Bill Oieae and ateood by Beard Member C•h&Mua Nowell.
43
44
45 AGENDA MM 2 RECEIVE A PAPORT FROM BELL HARALSON AND HOLD DISCUSSION
46 REGARDING LAKE RAY ROBFJITS REVENUE
41
49 Julie Smith,Enviroamantal Compliance MACAW,iafatmed 60 Board drat the City Council approved the
49 Contlaleat Apeemeot with Larry Lakes(concesslootin a Lake ray Rnbers);however Tom Parks anal WlWI&
So (TPAWD)bas ool decided to fond Mt,lakes yet, his,Smith MISioad der to van UWWU of nit soot actors
51 could sat work on the project w the Corp of EgW*ft teed some of the Au*dedlmaasd he Nor prgtck but are
52 is the process of repleakWl Ir Becaws of the ofmammdoeed,Ms.Smidt said,ds pt*d 16 6ckfal III miMon,
S] 53 Folbwvl the update Ma Smidl Ilandnced Bit Harthm a c%o ouhaat with Witham Hsraboo and Associates,
54 hired a repon on teveaue potential fa Lake Ray 10W" 0
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is
ORDINANCE NO
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE AGREEMENTS WITH N. HARRIS COMPUTER CORPORATION,
RELATED TO THE ACQUISITION, LICENSURE AND MAINTENANCE OF COMPUTER
EQUIPMENT. SOFTWARE AND SUPPORTING INFORMATION; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR IN AN AM01 tNT NOT TO EXCEED $300,150; AND
PROVIDING FOR AN EFFECT VE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS.
SECTION I, That the City Manager is hereby , nhorized to execute certain agreetw4s with
N. Harris Computer Corporation related to the acquisition, kern re and melrnense of computes
equipment, software and supporting information, under the terms and conditions contained within said
agroemenM copies of which are attached hereto as Exlvbit A.
That the expenditure of funds in support of said contracts is hereby authorized
from funds budgeted for that purposed,in.an amount not to exceed$300,150. 1
SECTION 11. That this ord'uunce shall become effective immediately upon its passage and 1
approval.
PASSED AND APPROVED this the_ day of_ , 1998.
JACK MILLER, MAYOR
ATTEST:
" + JENNIFER WALTERS,CITY SECRETARY
BY:
APPROVED AS TO L aGAL FORM'. •�
HERBERT L. PROU'CY,CITY ATTORNEY
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BY:
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AGREEMENT FOR THE ACQUISITION AND SUPPLY OF
COMPUTER HARDWARE, SOFTWARE AND RELATED SERVICES
I
BETWEEN:
N.HARRIS COMPUTER CORPORATION,
having its head office at 117 Centrepointe Drive,Suite 200,
in the City of Nepean,in the Province of Ontario,
(hereinafter called "HARRIS")
OF THE FIRST PART
.and.
P
THE CITY OF DENTON,
located at 215 E. McKinney,
in the city of Denton, in the State of Texas,
(hereinafter called "THE CUSTOMER")
' i
OF THE SECOND PART
I
Subject to the terms and conditions provided in this Agreement, HARRIS herein agrees to
0 supply a computer system comprised of the components set forth in the attached Schedules "A"
and "B" and "C". Schedules "A","B"and"C"shall form part of this contract.
In consideration of the mum l covenants herein, the parties hereto now agree as follows:
I. The recitals set forth above are confirmed to be true and incorporated into this
agreement. C 9
2. This agreement shall continue in full force and effect and shall survive the supply,
delivery and installation of the system.
Acquisition Agreement 21
0
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3. The system shall be composed of the hardware set out in Schedule"A", the
application software and ptional application software set out in Schedule "B"
and the services as defined by Schedule"C" attached hereto,all of which form
part of this agreement.
4. The full and complete purchase price of the system, including hardware as
detailed in Schedule "A", and software license fees as detailed in Schedule "B",
excluding any applicable State Taxes, is: 5300,1$0.00 U.S.
The purchase price shall be payable as follows:
Hardware, Licensing, Port Charge and Data Conversion: j
500/6 on contract signing
50010 on installation/completion. '
Software License and Implementation,
20% on contract signing
30% of each package on installation
20% of each package after training
30% of each package on Cut-Over
I For the purposes of this agreement, Cut-Over shall be defined as the mutually
agreed upon date, when the CUSTOMER places Primary reliance on HARRIS
Soflware Application as opposed to any previously used application software.
S. The hardware is to be delivered to THE CUSTOMER'S site within 120 days of
contract signing.
6. THE CUSTOMER agrees that loss or damage to the system by fire,theft, or
misuse while in the possession of THE CUSTOMER,shall not relieve THE
CUSTOMER from making the payments provided for herein and should
therefore adequately insure the system.
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0 7, HARRIS warrants that the hardware shall be free from defects and workmanship
for a period of one year from date of installation of the hardware at THE
CUSTOMER'S office, and that the software shall be free from defects in
material, content and workmanship for a period of one year from date of Cut-
Over. THE CUSTOMER'S remedy, and HARRIS' liability, during this first
year, under the foregoing shall be to repair or replace the defective item, providing
THE CUSTOMER agrees to give HARRIS prompt notice of any defect. 0
Acquisition Agreement 92 2
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8. HARRIS agrees to provide on-site training for the software systems listed in
Schedule "B" at the cost stipulated in Schedules "B". All other or additional
training will be chargeable at the following daily rate:
$750 per day, plus reasonable and necessary expenses as incurred from the head
HARRIS office.
9. HARRIS agrees to pruvide THE CUSTOMER with service for the hardware.
and maintenance for the software in accordance with the terms and conditions set
out in the "Hardware and Software Maintenance Agreement" which forms part of
this agreement. Prices for both hardware service and software maintenance are
based on THE CUSTOMER entering into an agreement with HARRIS for both.
Should THE CUSTOMER elect not to enter into an agreement with HARRIS to
supply either the hardware service, or the software maintenance, then HARRIS
reserves the right to amend pricing.
10. THE CUSTOMER is entitled access to the HARRIS source code as defined in
the "HARRIS COMPUTER SYSTEMS MUTUAL NON-DISCLOSURE
AGREEMENT'.
11, All warranties, representations, terms and covenants given herein shall survive
and not merge on the delivery of any of the equipment herein.
{ 12. No failure or delay on the part of either party in exercising any power or right
hereunder will operate as a waiver thereof, nor will any single or partial exercise
of any such right or power preclude any further or other exercise thereof or the
exercise of any other right or power hereunder, no modification or waiver of any
provision of this agreement nor consent to any departure by either party therefrom
will in any event be effective until the same will be in writing and then such
waiver or consent will be effective only in the specific instance and the purpose
for which it was given. No notice to or demand on,either party in any case will
entitle such party to any other or further notice or demand in similar or other
circumstances. k
13. In the event Contractor has failed to perform any substantial obligation to be I�
performed by the Contractor under this agreement, and thirty ()0) days after ,
written notice of said failure to perform is provided to Contractor said failure has
not been cured, then CUSTOMER may withhold all money due and payable to
Contractor, without penalty, until such failure to perform is clued or otherwise
adjudicated. At CUSTOMER'S option, following that thirty (30) day notice
CUSTOMER may demand a full refund of all stuns paid, which shall be
0 refunded within 30 days. Time is of the essence. This provision applies to all
provisions of this contract except that dealing with Customized Software.
�o 14. HARRIS agrees to submit itself solely to the jurisdiction of the courts of the State
of Texas with respect to suits arising in connection with this contract.
Acquisition Agreement 23 3
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THE CUSTOMER acknowledges that it has read this agreement, understands it and agrees to
be bound by its provisions.
ACCEPTANCE
N. HARRIS COMPUTER THE CITY OF DENTON
CORPORATION
Per Per
Nathan Roik
Printed Name Printed Name
President
Title Title
Date Date }
• � O 1
Acqulskiott Agreement to
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SCHEDULE "A" -Hardware Configuration and Charges
THE CITY OF DENTON'S CURRENT RISC/6000
Software port charge 510,000,00
NOTE l: The City of Denton will be responsible for providing Harris with the
current version of their AIX Operating System, version V-4923, for Harris
internal performance testing and support.
NOTE 2: The City pay of Denton will Harris time and materials for any h
configuration requirements to Demon's RISG6000. All expenses will be
pre-approved. Time shall be billed at the following rate: s `
$120 per hour,up to$750 per day,plus reasonable and necessary expenses
as incurred from the head HARRIS office.
CASH MANAGEMENT SYSTEM $10,500,00
5 Cash Management Stations,each including:
i
-M-F Cash Drawer
-fatermec Bar Code Reader
( -Epson Rer eipt Printer
NOTE-, For each 5 cash stations,The City of Denton will be responsible for the
expense of a terminal or PC. The terminal or PC is required to interface to the
Hams System. the PC must have at least a 486 processor.
SYSTEM PRDNTER $9,400,00 a
Genicom 4490 Printer "
1400Ipm Y ':
TOTAL HARDwARE Cob?
$29,900.00
I
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Acquisition Agreement !g
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SCHEDULE "B" - Licensed Software, Services and Charges
t
Module Appiieadoa Training
Cott Cost r
Utility Billing Software,including Cash Receipting $84,000 $29,750 ;t
Calls and Requisitions/Service Orders(CARe) $36,750 $4,000
Hand Held Interface Software 55,000 SO
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Total ;-:
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SOFTWARE TOTAL 5125,150.00
TRAINING TOTAL $33,750.00
TOTAL MISC. LICENSE COSTS (150 USERS) $97,500.00 1
Additional GUI Licenses are available on a one-up basis for$630,001user.
TOTAL HARDWARE and PORT COSTS $29,900.00
DATA CONVERSION AND PROJECT MANAGEMENT $13,250.00
TOTAL $300,150.00
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Acquisition Agreement !� 6
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ANXIMM t
N. HARRIS COMPUTER CORPORATION
LICENSE AGREEMENT
N.HARRIS COMPUTER CORPORATION(hereinafter called HARRIS), with offices at 117
Centrepointe Drive, Suite 200, in the City of Nepean, in the Province of Ontario, grants a i
perpetual and non-exclusive right to use the computer software itemized below to:
j
Full Name: THE CITY OF DENTON
(hereinafter called "THE CUSTOMER")
Address: 215 E. McKinney
Denton, Texas 76201
Phone Number: (940) 349.6220 f
THE CUSTOMER agrees to the terms and conditions set forth in this agreement and agrees to
pay a License fee to HARRIS for the use of the Software. The Software (hereinafter called the
Licensed Softvvere)itemized as follows. !
I J
DESCRIPTION
As listed in Schedule "B" of the agreement for the Acquisition and supply and any and all
additional software packages it may purchase from HARRIS subsequently is sole[) for THE
CUSTOMER'S own internal business purposes at the address identified above,and only on the
following designated CPU(indicated both CPU model and serial number):
CPU Model:
Serial No.:
Supplier Full Names N. Hams Computer Corporation
(hereinafter called"HARRIS")
0 Address: 117 Centrepointe Drive,Suite 200
Nepean, Ontario K20 SX3
V
Phone Number: (613) 226-5511
License Agreemem Q7 t
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1. The right to use the Licensed Software as provided for in this agreement shall remain in
effect for an unlimited period unless terminated as provided herein,
2. THE CUSTOMER agrees to hold the Licensed Software in confidence for HARRIS, to
the extent that the CUSTOMER may legally do so. THE CUSTOMER further agrees the
disclosure of the Licensed Software or any portion thereof(including methods or concepts
utilized therein) shall be limited to THE CUSTOMER'S own employees and that it is THE
CUSTOMER'S responsibility to admonish its employees not to breach this confidentiality.
THE CUSTOMER shall appropriately notify each person to whom any such disclosure is
,nade that such disclosure is made in confidence and shall be kept in confidence by him,
THE CUSTOMER further agrees to take all reasonable precautions to prevent disclosure to
other parties. Nothing in this paragraph shall prevent the normal exchange of information
between utilities.
I
3, THE CUSTOMER agrees that it has no rights with respect to the Licensed Software other
than those rights granted by this License Agreement and the Agreement for the acquisition
and supply of computer hardware, software and related services to which this is a schedule,
and that HARRIS is and shall be exclusively entitled to all patents,copyrights,trade secrets,
trade names,registered or unregistered, and all other rights,franchises, and licenses in respect
of the Licensed Software in CANADA and in all other places.
(' 4. THE CUSTOMER agrees that it will not use or grant any rights to use the Licensed
Software or any portion thereof except as authorized herein,and that it will not make or have
made, or permit to be made, any copies which are not necessary to the use by THE
CUSTOMER for which rights are granted hereunder. THE CUSTOMER agrees each
necessary copy shall contain the same proprietary notices or legends which appear on the
Licensed Software or which art applicable to such portions thereof.
5. Neither the Licensed Software nor this License Agreement may be assigned or otherwise -
transferred except that THE CUSTOMER may temporarily transfer the Licensed Software ?
to another CPU if the CPU on which the Licensed Software is first used malfunctions. Such
A transfer shall be allowed only until the original CPU is fixed. If THE CUSTOMER wishes
to transfer the original CPU to a new address HARRIS must be notified of the new address.
TERMINATION
r 6. THE CUSTOMER agrees HARRIS may immediately terminate this License Agreement in
the event THE CUSTOMER fails t(, observe the terms and conditions set forth herein and
0 fails to remedy the Breach within fifteen (15) days after receipt of wrtten notice from O
HARRIS or its authorized representative. In the event of unauthorized use or transfer of the
Licensed Software by THE CUSTOMER, HARRIS will be entitled to equitable relief as
/ well as money damages.
License Agreement to 2
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'? 1, in the event this License Agreement is terminated in accordance with clause 6 of this
Agreement, THE CUSTOMER agrees to pro%ide HARRIS with a signed and dated written
notice that THE CUSTOMER has destroyed all of their copies of the Licensed Software.
Such notice must be received by HARRIS within fifteen(15)calendar days foIIowing notice
of termination.
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S. HARRIS agrees THE CUSTOMER inay immediately terminate this License Agreement in I
the event HARRIS fails to observe the terms and conditions set forth herein and fails to
remed% the Breach within thirty(30) days after receipt of written notice from HARRIS or its
authcriud representative
GENERAL
9. Neither party shall be deemed to have assented to any variation in the terms of this
Agreement or to different terms unless such assent includes an express waiver of the
applicable terms of this agreement,is in writing,and is signed by all parties. Mort wet, any
waiver is only for the particular matter specified herein and shall not constitute any waiver of '
any other terms of this Agreement.
10. This License Agreement conta°p¢ the entire License Agreement between HARRIS and THE
CUSTOMER with respect to the subject matter thereof as of its date.
\ 11. This License Agreement and the Agreement for the acquisition and supply of computer
hardware, software, and related services to which this is an attachment, covers the entire
terms and conditions by which THE CUSTOMER _lay have possession of the Licensed
Software.
12. HARRIS agrees to submit itself solely to the jurisdiction of the courts of the State of Texas
with respect to suits arising in connection with this contract.
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THE CUSTOMER acknowledges that it has read this agreement, understands it and agrees to i
i be bound by its provisions,
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ACCEPTANCE
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N. iiIARRIS COMPUTER THE CITY OF DENTON
` CORPORATION
D o Qo I
Per Per
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Nathan Raik _
Printed Name Printed Name
President r
Title Title
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HARDWARE & SOFTWARE MAINTENANCE AGREEMENT
1
BETWEEN:
N.HARRIS COMPUTER CORPORATION,
having its head office at 117 Centrepointe Drive, Suite 200,
in the City of Nepean, in the Province of Ontario,
(hereinafter called "HARRIS")
OF THE FIRST PART
-and
I
THE CITY OF DENTON
located at 215 E. McKinney
in the City of Denton, in the State of Texas,
i
(hereinafter called "THE CUSTOMER )
OFTHE SECOND PART
1. HARRIS agrees to perform Software Maintenance upon the terms and conditions
M hereinafter set out.
2. Service and Maintenance shall be provided by HARRIS for a period of one year, i
commencing one year after Cut-Over. HARRIS guarantees the availability of
Hardware Service and Software Maintenance at current prices for a period of three
years from contract date.
For the purposes of this agree*rent, Cat-Over shall be defined as the mutually, agreed p
y upon date, when the CUSTOMER places Primary reliance on HARRIS Software
3yy9 Application as opposed to any previously used application software.
Maintenance Agreement at t
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THE CUSTOMER may terminate the Service and Maintenance Agreement anytime s;
' ( after one year after Cut-Over. THE CUSTOMER must provide thirty (30) day notice
for such termination.
3. if THE CUSTOMER retains HARRIS' Service and Maintenance for more than one I
year, THE CUSTOMER shall pay to HARRIS the Service and Maintenance charges I€
more particularly set out in Schedules "A", "B" and "C". There is no maintenance fee
during the one year warranty period which commences upon Cut-Over, It is understood
h
that:
a) The Hardware Service charges itemized in Schedule "A" shall be invoiced
monthly in advance, during the terms of the contract.
I ! � �
b) The Software Maintenance charges itemized in Schedule "B" shall be invoiced
annually in advance. All other charges for software development not covered f
under this agreement, shall be invoiced by HARRIS in accordance with
HARRIS' normal invoicing procedures, as shown in section "3c" below,
c) All invoices shall be due and payable within thirty (30) days from the date '
thereof,
P
4. HARRIS agrees to Service the hardware, and Maintain the software during the term
�• of this contract.
i. "Service and Maintenance" shall be defined to include the following
a) The provision of remedial service and maintenance as requested by
customer, during THE CUSTOMER'S normal business hours, more
particularly defined as the period from 8:00 a.m. to 5:00 p.m. Central
Standard Time, daily, Monday through Friday, excluding United States
statutory holidays. t,
i !
b) The provision of preventative maintenance as In the opinion of HARRIS
. or THE CUSTOMER is required to comply with manufacturer's
specifications and to maintain the equipment in good operating condition.
c) The provision of new or the equivalent parts found by HARRIS to be
necessary to maintain the equipment in good operating condition,
including all labor necessary for replacement parts, adjustments, cleaning
and lubrication. HARRIS will advise THE CUSTOMER of such
necessary service.
lea d) The provision of loaner sub-systems to ensure maximum equipment
utilization.
bfa:ntenance Agtnment » I
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j C) The provision of technical service such as (1)diagnosing errors,
malfunctions, and defects, (ii) providing technical services to correct any
errors, malfunctions, and defects, (iii) helping keep software in
compliance with any hardware changes that are pre-authorized by
HARRIS. Enhancements, modifications, and additions to software are
free of charge when ma dated by State or Federal law. Additional
programming, when requested by The Customer, may require additional
cost depending on the nature of the changes.
ii) "Service and Maintenance" shall be deemed not to incIt:de the following:
a) The provision of Hardware Service and Software Maintenance by
HARRIS during periods outside HARRIS' normal business hours, as
defined herein.
b) The provision of labor, parts and other expenses necessary to repair f
damage caused by:
Attempts by THE CUSTOMER or other non-HARRIS
personnel to Maintain or repair the equipment.
2. Accident, negligence, or other causes external to the operation of
the equipment itself.
3. Servicing of modifiatioas, ur accessories or devices Wed to the
equipment by THE CUSTOMER or at THE CUSTOMER'S
direction, except by mutual agreement in writing between
HARRIS a w THE CUSTOMER.
5. In the event that THE CUSTOMER requests Service as a result of malfunction for any k
other causes more specifically defined in Paragraph 4. ii) herem, HARRIS shall submit to
THE CUSTOMER an estimate of the charges required to place equipment in good
operating condition, and THE CUSTOMER shall pay HARRIS for such Service as it f '
authorized at HARRIS' standard rates for labor, pars, and other charges.
MiinienanceAgreement 33 3
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6. HARRIS agrees to Maintain the software more particularly described in Schedule "B"
t during the term of this contract. "Software Maintenance" shall be defined to include the
following:
a) The provision of support as requested by THE CUSTOMER to respond to emerge:cy
calls of suspected software failure within one (1) hour during THE CUSTOMER'S
normal business hours, more particularly defined as the period from 8:00 a.m. to 5:00
p.m. Central Standard Time, daily, Mondays through Fridays, excluding United States
statutory holidays. Harris will maintain a sufficient number of lines and representatives
to answer calls.
b) Determine the cause of the suspected failure and take corrective measures if the failure
is determined to be ;aused by: I
I
]. errors in the supplied software (operating system, processors, utilities and
programs, routines, source codes, object codes, and related software and services.)
ii. destruction of the integrity of data due to hardware failure, power failure or other
reasons beyond the reasonable control of THE CUSTOMER.
c) Changing file sizes if the supplied file structure proves 'inadequate.
d) Providing advice as to the usage of the application systems supplied by HARRIS.
�. 0 Implementing new versions of the application software packages, etclusive of training,
as and when they become available. Such new versions may include, but not be limited
to, modifications required due to changes in State or Federal Laws,
7. Software Maintenance shall be d&med not to include the following:
a) The provisions of Software Maintenance by HARRIS during periods outside
HARRIS' normal business hours, as defined here. Phone support outside of normal
business hours, when available, shall be at no additional charge. HARRIS makes no
representation as to the availability of outside normal hours phone support.
b) The provision of labor, and other expenses necessary to correct errors caused by:
• i, attempts by THE CUSTOMER or other non-HARRIS personnc] to change tr
correct the software.
ii, accident, negligence, or other causes externd to the operation of the equipment
itself,
• Iii. The Agreement shall not cover any application programs not developed by •
HARRIS or any programs which are using files which are being modified;by
I rograms not developed by HARRIS unless Harris pre-approved the application
p:agram.
MalntenNCe Aamment 34 4
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iv. The Agreement does not cover enhancements or modifications to application
f
(, programs other than as provided, except to make such programs perform to the E
standard accepted by THE CUSTOMER, as defined by HARRIS' response to
THE CUSTOMER's Request For Proposal, '
S. In the event that THE CUSTOMER requests software support, or development over and
above what is covered in this Agreement, as defined in Paragraph 4 and 7(a) herein,
HARRIS shall submit to THE CUSTOMER an estimate of the charges required for this
software support or development and THE CUSTOMER shall pay HARRIS for such
software as it authorized, at either a fixed price or on a per diem basis as agreed upon by
HARRIS and THE CUSTOMER. Per diem rates shall be $750.00 per day plus
reasonable and necessary expenses as incurred from the HARRIS head office,
9. In the event that THE CUSTOMER requests servicing of the hardware or maintenance of
the software by HARRIS outside HARRIS' normal business hours, labor will be
chargeable by HARRIS as well as travel time and expenses, at HARRIS' standard rases.
HARRIS agrees to provide such Software Maintenance subject to availability V its
personnel. Charles for Software Maintenance provided outside of HARRIS' normal
business hours rs defined here shall be at HARRIS' standard rate of $120.00 per hour
computed to tiie nearest one-half hour, with a minimum charge per call based upon a p
two-hour period.
l 10.The parties agree that this service contract has been entered by both parties on the
assumption that the equipment and HARRIS software shall remain at 215 East McKinney,
Denton, Texas during the term of the contract. If at any time during the period of this
contract, THE CUSTOMER requires the main equipment including cables to be relocated k
either within the existing premises or at a new site, THE CUSTOMER agrees to notify
HARRIS and both parties will collectively agree as to the necessity of HARRIS'
involvement to move the equipment, including uncabling and recabling if necessary.
Should HARRIS' service be retained, THE CUSTOMER shall pay HARRIS its standard
rates for labor expended in connection with the relocation of the equipment, and shall give
HARRIS reasonable notice of its intention to move the said equipment. In the event that
the equipment is moved by THE CUSTOMER or by non-HARRIS personnel, wiihout the 4
agreement of HARRIS, then any resulting damages shall be billable. E
11, In order to facilitate the performance by HARRIS of its obligations pursuant to this
contract, THE CUSTOMER shall be responsible for following proper operating
procedures including but not limited to;
a) maintaining adequate backup using HARRIS' procedures provided with the system
and ensuring that data entered since the last backup can be reconstructed; O
b) controlling the file usage end packing files as required, using HARRIS' procedures
provided with the system;
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c) provide HARRIS personnel with full and free access to the equipment, including all
l '.• necessary working space, heat, light, ventilation, and electrical current and outlets at
no cost to HARRIS;
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d) notify HARRIS forthwith of any equipment failure,
12. THE CUSTOMER agrees that HARRIS' liability for any breach of warranty, expressed
nr:,nplied (including without limitation of the foregoing any warranties of merchantability
or fitness), and for HARRIS' liability of any kind, including liability of negligence with
respect to the performance of service hereunder and all other performances by HARRIS
under or pursuant to this agreement, shall be limited to the correction by HARRIS of any
defective maintenance service by restoring the equipment to good operating condition and
shall not include liability for lost profits, incidental or consequential damages, or for any
claim or demand against THE CUSTOMER or any other party. To the extent that it may
legally and constitutionally do so, THE CUSTOMER agrees to bold HARRIS harmless
for any injury to the person or property of, or for any loss, expense, or damage incurred ,
by, any employee, customer, invitee of THE CUSTOMER or of any other person or
party, except agents or employees of HARRIS, however caused, and whether such injury,
loss, expense or damage appears prior to or subsequent to the commencements date of this
contract, if such injury, loss, expense, or damage arises in any manner out of or connected
with the equipment maintained or with the service provided hereunder or otherwise out of
HARRIS' performance out of or pursuant to this agreement. THE CUSTOMER'S
ebligation to indemnify HARRIS will not apply to any damages incurred by HARRIS due {.
to the acts of its agents or employees. This provision in no way limits or affects the
representations andlor warranties provided by Harris to THE CUSTOMER pursuant to
the License Agreement or the Agreement for Acquisition and Supply of Computer
Hardware, Software, aced Related Services.
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' 13. Neither party, shall have the right to assign any rights or obligations pursuant to this
contract without the written consent of the other party hereto, provided however that a "
successor in interest as a result of a merger, assignment, purchase or other transfer of the
entire undertaking of either party shall acquire all interest of such party hereunder.
4
14. The parties agree that there is no representation, warranty or collateral condition affecting
this agreement other than as expressed herein in writing. Schedules"A","B" and"C"shall
form part of this contract. The terms and conditions of this agreement shall prevail
notwithstanding any variance of the terms and conditions of any order submitted by THE
CUSTOMER, and this agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived in whole or in part, except by agreement In ,
writing executed by both of the parties hereto.
I
15. HARRIS agrees to submit itself solely to the jurisdiction of the courts of the State of i
rexas with respect to suits arising in connection with this contract. s
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A
ACCEPTANCE
N. HARRIS COMPUTER THE CITY OF DENTON
CORPORATION
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Per Per E
Nathan Roik —
Printed A'ame Printed Name
President _
Title Title
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SCHEDULE"A"-ANNUAL HARDWARE MAINTENANCE COSTS
CASH MANAGEMENT SYSTEM Warranty N/A NIA »
S Cash Management Stations,each including;
-M-F Cash Drawer i
-intermec Bar Code Reader
• Epson Receipt Printer
- installation
GENICOM SYSTEM PRINTER Manufacturer NIA NIA
installation Warranty
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SCHEDULE "B" •ANNUAL SOFTWARE MAINTENANCE COSTS
Biilin wwmty $14,400 S 14,400
Service Orden(CARe) Warranty S6,300 $6,100
Hand Held Interface Warranty $900 $900
TOTAL ANNUAL MAINTENANCE No Charge 521,60000 $21,600.00 T
(Total by year)
•The annual software maintenance charges will never Increase by more than the annual rate of
inflation, as reported in the Consumer's Price Index, after the initial contract period has
terminated. Maintenance includes business hours support M-F, all future upgrades and
enhancements, all changes resulting from state and federal legislature. ;
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SUPPLEMENT TD AGREEMENT BY AND BETWEEN
HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON
t: SCHEDur C €
4. SERVER HARDWARE
I,I DENTON will provide a RISCOM UNIX configuration for the HARRIS software solution
1.2 HARRIS will provide the blowing Cashiering Hardware,
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Cash Recei i Printer 5 Cash Real t Printers Epson
Cash Drawer S Cash Drawers M-F
Barcode Reader 5 Elaroods Reader(light gun) mermec
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1.3 HARRIS will provide for the delivery and 9uctessful installaton of the cash recelptng hardware.
1A HARRIS will provide DENTON with the fallowing cashiering installation and training services
Installation Services Not speclisaliIi identified Harris
l
Training Services Not sDedfically identified Hartis
2. SERVER SOFTWARE
21 DENTON Of provide all necessary RISMIM system software for the HARRIS software soluton.
3. DATA BASE AND REPORTING HARDWARE& SOFTWARE
3 1 HARRIS will provide DENTON with the following Dala Base Software
• I
ROB MS Souare Informix Informix
Ouery Software Informix nformix
P.DBMS PeRarmance Tools Informix Informix
RDBMS Utlli Tools Informix Informix r
a
32 HARRIS has con%vred Informix licensing for a mrximum of 150 ooncurtenl de "user, O
p^ar. C•I
41
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SUPPLEMENT TO AGREEMENT BY AND BETWEEN
HAMS COMPUTER SYSTEMS AND THE CITY OF DENTON
SCHEDULE
(
33 HARRIS will provide DENTON wilh the bllow ng Informix Installation Services,
Instatlationwooes Nols 'floe Idanbfied Farris
I
3.4 DENTON wi11 maintain the CRYSTAL date dictionary in association with software product release
4. NETWORK CONNECTMTY
4.1 DENTON will cannot the server hardware configuration to DENTON's existing network utiiLing Fast Elhemet
Adapters and Cable.
42 DENTON mil onpiement and maintain a remote dial-up connection between the HARRIS product support r,enler
and the DENTON server.
43 DENTON will provide the network TnI`r06h Mre required to support oonnecbvity between the DENTON server
and The DENTON Uient desktop environment
5. DESKTOP ENVIRONMENT
5,1 DENTON witi provide the required workslaWs and general desktop computing environment required to uRze
( 04 HARRIS CIS system.
52 DENTON will configure server axes for a maximum of 150 om rient desktop users,
6. APPLICATION SOFTWARE
6.1 HARRIS 00 provide application licensing for the following Application Software. i
Cuslomer;nfonnebon Utility 8411ing hdu1ng Cash Receipting Harris
Sim
Ces and RequisiboslSeMoo Orders CARe Harris ,
s i ;
62 HARRIS will provide DENTON wM software source code
7. INSTALLATION SERVICES
s HARRIS 011 provide installation ser*n described in the following paragraphs
7,1 ProjedManegemen! 0
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SUPPUNIENT TO AGREEMENT BY AND BETWEEN
HARIUS COSIPUI ER SYSTEMS AND THE CITY OF DENTON
SCHEDULEC
711 DENTON win provide a full-bme project manager with ultimate responsibility,for"project. The project
manager will coordinate DENTON resources and project aclivibes with the HARRIS account manager
7.12 HARRIS will assign a Project manager as a project liaison and point or contact. However,HARRIS will
assume minimal project management responsibility
71.3 DENTON will assume responsibility for all project related administrawn sclivities, {
7.2 Quality Management
7 21 UENTON will assume responsibility for conducting the project quality management program,
7.3 Product SPlup d Con%uration
I
7.3.1 HARRIS rill assume overall responsibility for installation of the base products,product canfigufation,
product education and product support through product culover.
71 DENTON will assign a care team 17 participate In These activities,
74 Su sin ass EndronmentDevelopment
7,4.1 HARRIS win help militate a tusiness review of the product by DENTON focus groups to'denbfy gaps
between the product and the work now Where necessary product mod'ficetions win be identified,or
business practices wt'be modified,
7.5 Product Modifications
7.5.1 HARRIS wig deliver and Install the following product modificebons by the mutually agreed upon Cul.
Over date at no cost to DENTON. No other product modific0ons have been identified.
a HARRIS will deriver the data and functionality to accommodate Solid Waste and Recycling,;erioes
at the City of Donlon,
a HARRIS will deliver the data and functionality to accommodate Water and Waslewal sr services at
The City of Denton.
I
76 Product inlerfaces
7.61 HARRIS will provide the following product interfaces by the mutually agreed uN,Cut Over date, Art
other interfaces sup be evaluated mutually by Harris and Denton
a Hand-held Meter Reading Devices
General ledger,LGFS 2000
.� • Harris Cash Siatians
762 DENTON through die Project Management process win manage l e development and successful
• Integration of both sides of the required inlarlixe.
763 HARRIS will develop detailed sp killons for each product interface
7.6.4 DENTON will re0ew and approve the detailed speakelons
765 HARRIS will code and test IN product interfaxs
7,6.6 HARRIS On deriver the product interfaces to the system lest environment.
• 7,7 Product Re" O •
t 7,71 DEN70N will Olite Crystal Reports to supplement 74 standard HARRIS CIS Reports
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SUPPLEMENT TO AGREEMENT BY AND BETWEEN
HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON f
SCHEDULE C I
78 Bill Formal Development
7.8,1 HARRIS win provide an accurate and complete bill modified k address CENTONs specific billing
requirementa,
7.8 2 DENTON will:provide all bill production and distribution hardware and consumables
79 Product Training
7.91 HARRIS will provide the following training to the DENTON cor i team and trainers.
n<
• PUBS and CARe
7,9 2 DENTON win provide a training facility
793 HARRIS win provide their existing,standard training courr xs
7.10 Product Conversion
z
7 10.1 HARRIS will assume ovarian responsibility for the%a iversion of data into the new system,
Contractectully Ibis Includes an 4 GB of data hosled in the ez sting system, Conversion discussions and
specifications may result in mutual agreement to modify this requirement
7102 DENTON win assn an Information Services resource to provide HARRIS wit current system file
layouts and data descriptons'in a known,ASCII format review of tie oonverw'on sped&afion,sample
records for testing, and records for performing mock convaraiens.
7,10 3 HARRIS wM ssspn a conversion to am responsible for reviewing DENTON flk layouts and data
description resulting In a oonw.sign specification document
7.10 4 HARRIS w411 code end lest the conversion programs,
7,10 S HARRIS will execute the conversion programs In support of up to three(3)mock oonversionS
7106 HARRIS will provide DENTON with mock conversion results,modify conversion logk,and fix conversion
programs as a result of the mock conversion tests
7.11 Data Preparation 8 Cleanup
7,11.1 HARRIS win provide direction to DENTON In data preparation activities to be r dammed on the current
system
7.11 2 DENTON will assign Individuals to begin data preparation sctivilia3
7 11.3 DENTON will assign Individuals to perform data deanup on the current system based on exception l
reports obtained from the mock conversions
7.11.4 HARRIS will assist DENTON in the identicalion of manu,4 conversion acu.ibes required to supplement
1 the automated oonverion effort
7.12 Product Testing 1.
7,12.1 HARRIS will Install the base system Poetise,;programs end DL NTON will accept the base system
licensed programs fa non-productive use upon delivery. DEW ON reserves ultimate project 4noff
regarding the use of 81ese programs in a productive environme d during a 90 day final acceptance
period
� 7,12 2 DENTON rviR assume rospOnsidlity for conducting a business a al focusing on how well the business � 0
scripts flow with the new system
7
7.123 DENTON will not support the execution of exsansne parallel WON tnstead tho use of kk;m
Conversions and ntegratlon te!".;�1 rns a�skred
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HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON
( SCHEDULE
712.4 DENTON wig provide resources to participate in testing scUrities under the direction of HARRIS
7.12,5 HARRIS will provide resources for product Axes resulting from errors identified during the system fasting
process,
7.13 Product Cul•Ovw
7,131 DENTON vdg review the results of system testing and the mock conversions to accept readiness of the
system and approve the Cut-Oven
7132 HARRIS and DENTON wig jointly stage all aspects of the system In preparation for Cut-Over
7,13 3 HARRIS and DENTON will jointly do ieiop a Cut•Ovw schedule,
7.13.4 HARRIS and DENTON will only conduct Cul-Over activities
7,135 DENT ON wilt conduct manual conversion activiges.
714 Post Installation Support
7.18.1 HARRIS Will provide immediate production :ntik*support of DEN70N during the first 30 days or j
operation, +
7183 HARRIS 09 conduct a pail installation review to identify wren the sr stem could be boner utilized
7,15 FinalAxeplance
7,15.1 HARRIS and DENTON wA l indy plan execution of to 30 day Anal"plance test.
1.15 2 DENTON wig conduct the 30 day Arai acceptance test.
8. PROJECT TEAM EXPENSES
• HARRIS w0 incur reasonable travel and living expenses In the course of this project. The expense
estimates will be pro-approved by Oeni requiring sign-oft before exper ses are Incurred
8.1 An reimbursed expenses will be based upon acluals incurred,
9. ONGOM SUPPORT Roma
i
$.1 DENTON wg provide ongoing support and Business Reoavery Services fy Ns Installed RISC18000
environmenl
92 HARRIS wit provide ongoing support for the installed Application Software through the HARRIS Applicallon
Supped Services and HARRIS Supped Line Services
93 HARRIS w9 provide ongong support for the installed Cashiering solubon,
94 HARRIS wt1 provide ongong auppon for the DENTON spedfa product moddlalli until II ors Included in
the base produci
10, PROJECT TEAM FACILITIES
10.1 DENTON will prods a project roam and office environmenl for HARRIS personnel while on-s te, Q •
102 DENTON will provide a training fadlity fy initial core loam training and sod usr training,
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SUPPLEMENT TO AGREEMENT BY AND BETWEEN
HARRIS COMPUTER SYSTEMS AND THE CITY OF DEN'TON
SCHEDULEC
{
11 PROJECT SCHEDULE
11.1 HARRIS has proposed a project duration of 7 months,
112 A detailed Implementation Work Schedule will be prilly developed and mutually agreed upon by HARRIS and
DENTON, and*,It be patterned after the following schedule
MONTH 1 2 3 a A 1 7 1 1 10 11 12
Project Mana ement
cluatIty Management
He rdwsre lnatallatlon �1
Saner Inslallalion +
Senor TrainingiJl
Ceah,onn Installation
Product Conti unlfen
Product Setup a Configuration
euslness Activity En Ineedn
Scripts
Ordinence a Policies
Product Data Conyorslon
Deei n S oficaaon ,
Code and Teat
Deis Preparation
Tali •Mach Cony 1
Dole claim up• I
Teelin •Mod Cony 2
Data Clear u .2
Testing•Mod Coev
Dots Cleanup-7
Manua!Conversion Procedures
Product Mod10eedons
Ph ISO t .Product Dee' n
Pnase 1 -Product Cede A Tot
PM ate t •Product Fixes
Product lnterleces
lntarfaa Dl syn
Interface Uode a Tot ,
1� Product Reporting
Ri oe Ana sls
Crysimt Reports InetallefPon
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SUPPLEMENT TO AGREEMENT BY AND BETWEEN
HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON
/ SCHEDULE C
Crysel RS P041 Dee n
Bill Format
B,n Analysis 8 Design
BdLApproval
Bill Devela mfrM
Bill Fixes
Product Tra nin
Core Team Trainln
End User Trainin
Hands-on User '
Product Testing
System Tut Pian
Produd Integration Teal
Business Test
Va lume Tfst
Mock Produabn Test
Inetallstlon
City Acre tans
1 Produd Staging
GoLlve
Poll Installation ri
Post Imlan Support
i
Final Acae Unu
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113 No delay In the project shall be permitled which will result in failure to complete the project including icIect
sign-0ff by July 1, 1999,unless mutually agreed to by both pastes,
12, PROJECT SIGN-OFF
12.1 DENTON will nobly HARRIS of the system acceptance or of any deficiency or nonconformity within ten(10) ,
working days bilowing completion of the thirty(30)day Anal system acceptance test. N HARRIS does not
receive this noW within ten(1 J)working days,the acceptance test will be deemed satisfactory.
122 If DENTON notiAes HARRIS in w Ling before or within ten(10)working days following completion or the ninety
(90)day system acceptance test penod,of any HARRIS provided component failing Io meet the cuter s set
forth hove n,HARKS shall at the request of OENTON facksle the replacement of the nonperforming
component at no cost b DENTON in order to miser the slated level of effectiveness
123 The thirty(.40)working day Anal project sign-off test may be stopped and reinitiated andlof executed multiple
• times. A thirty(30)working day Anal project signoff lest must be Initiated lo confirm repla"ril of failed 9 f
! components until a successful soo"nu testis achieved
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SUPPLEMENT TO AGREEMENT BY AND BETWEEN
HARRIS COMPUTER SYSTEMS AND THE CITY OF DENTON
r, SCHEDULE C
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13, INSTALLATION PRICING
131 HARRIS will provide al;software and senices st the pridng detailed in the attached Pricing Sheets. All pricing
is fired for the length of the conlrad and delivery of the product or serv;ce,
14 PAYMENT SCHEDULE
14.1 DENTON oil render pa.ments to HARRIS in#=dance with Me fdlaving payment schedule
TOTAL Contract Installation Troln1n9 Cut4ver
819nin9 or Mllaa
Completion
HARRIS Hardware,Lieemn,9 and 19%
Oats Conversion Solution
ROOMS and Desktop Solution $97,600 11411-1, S"'760 so 10
Inrormi.Ucensirg 152.b20 626,250 620L250
Desktop Licensing 345 WO 622,500 622300
ProdudInterfaces 161000 62,6011 12,600 la 16
Product Data Conversion 613,264 66 626 16.126 10 so
Software Pon Charge 111%W. $8.000 61,000 so so
Cash Management Stations 110,000 611260 16260 10 10
Oenicom System Printer If 14,7 64,700 6o 6o
HARRIS Software Ill *%%
Appilcatloo 6120,760 616160 636221 621,160 176126
8,11irg System 694,D0o 618800 1125.21)0 6+1,x100 $26,.!00 ` J
CARS System 676,750 67,350 611,025 17,750 611,025 `f tti
ProductTrslnin 637760 _ 11,760 610126 68760 610,126
81Uin system $36,750 $5.950 16,926 65,950 68,925
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cARe s stem 94.000 6800 S1,2 00 6600 1120('
15 ONGOING PRODUCT MAINTENANCE S WARRANTY
151 HARRIS will provide a free one year system warranty pedod beginning from the Cut-Over date, Thereailer
produc5on year 2 and prodxW year 3 will Cost DENTON 543,200 wllh subsequent year cost increases based
on the Annual rate of inflow as determined by the CPI.
16, ADDITIONAL TERMS 3 CONDITIONS
19.1 The HARRIS software Is Year 2000 compliant and capable of processing dates omTing both before a7kf afler 0
December 31,1999.
162 1 hi9 Agreement shall be governed by and construed to aaordancs wdh the Law of the Stale of Taxes,
HARRIS submits to tfie axciuslve)urladKW of the C urs of to State of Texas.
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SUPPLEMENT TO AGREEMENT BY AND BETWEEN
HARRIS COMPUTER SYSTEMS AND THE ClTS'OF DENTON
/ SCHEDULE C
I•
163 The order of precedence In these documents wall De:N Standard License Agreement with Schedules,
Schedule C and Prke Sheets.the DENTON RFP,and the HARRIS RFP Response
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HARRIS COMPUTER SYSTEMS
{ MUTUAL NONDISCLOSURE AGREEMENT
"
This Agreement, made as of the last date set forth on the last page hereof(the 30' of March, 1998), by
and between Hurls Computer Systems (HARRIS)and the other party-named on the last page hereof
{The City of Denton), sets forth the terms and conditions of the confidential disclosure of certain
information between the parties. The parry from time to time disclosing Confidential Information, as
herein defined, shall be referred to as "HARRIS". The term "Confidential Information" shall refer to
the Confidential information disclosed by HARRIS or THE CITY OF DENTON, as the case may be.
l
HARRIS and THE CITY OF DENTON agree as follows; E
I . "Confidential information" shall mean the information described at the end of this Agreement,
which is disclosed to THE CITY OF DENTON by HARRIS In any manner, whether orally,
visually, or in tangible form(including, without limitation, documents, devices and computer
readable media)and all copies thereof. Confidential Information shall be marked by HARRIS
as "Confidential" "Proprietary" or the substantial equivalent thereof Confidential Information
that is disclosed orally or visually shall be Identified by HARRIS as confidential at the time of
disclosure and reduced to a written summary by HARRIS, who shall mark such summary as
"Confdendal", Proprietary", or the substantial equivalent thereof and deliver It to THE CITY
OF DENTON by the end of the month following the month in which disclosure occurs. THE 8
CITY OF DENTON shall treat such Information as HARRIS' Confidential Information
pending receipt of such summary.
2. Except as expressly permitted herein, THE CITY OF DENTON shall not disclose Confidential `l
Infurmation,
3. THE CITY OF DENTON shall use Confidential Information solely for the purpose specified at
the end of this agreement,
4, THE CITY OF DENTON shall disclose Confidential Information only to those of its
employees who have a need to know such information for the Permitted Purpose.
5. Confidential Information shall not include any information that THE CITY OF DENTON can
demonstrate:
t� (a) was in THE CITY OF DENTON's possession prior to disclosure by HARRIS
hereunder;
(b) was generally known in the trade or business in which it Is practiced at the
time of disclosure by HARRIS to THE CITY OF DENTON hereunder, or becomes so
generally known after such disclosure, through no act of THE CITY OF DENTON;
so `
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Harris Computer Systems - Mutual Non-Disclosure Agreement
(c) has come into the possession of THE CITY OF DENTON from a third party who is
under no obligation to HARRIS to maintain the confidentiality of such information; or
(d) was developed by THE CITY OF DENTON independently of and without reference to
Confidential Information.
If a particular portion or aspect of Confidential Information becomes subject to any of the
foregoing exceptions, all other portions or aspects of such information shall remain subject to all
of the provisions of this Agreement
6. THE CITY OF DENTON agrees not to reproduce or copy by any means Confidential
Information, except as reasonably required to accomplish THE CITY OF DFNTON's Permitted
Purpose. Upon demand by HARRIS at any time, THE CITY OF DENTON shall promptly
return to HARRIS or 4kstroy, at any time, at HARRIS' option, all tangible materials that
disclose or embody Confidential Information, THE CITY OF DENTON may retain one copy of
HARRIS' Confidential Information for archival purposes; provided, however, that THE CITY
OF DENTON shall be bound by the terms and conditions of this Agreement with regard to the
use and disclosure of such archival copy.
7. THE CITY OF DENTON shall not remove any proprietary rights legend from, and shall, upon
HARRIS' reasonable request, add any proprietary rights legend to, materials disclosing or
embodying Confidential Information.
S. HARRIS understands that THE CITY OF DENTON develops and acquires technology for its
own products, and that existing or planned technology independently developed or acquired by
THE CITY OF DENTON may contain Ideas and concepts similar or identical to those contained
in HARRIS' Confidential Information HARRIS agrees that entering this Agreement shall not
preclude THE CITY OF DENTON from developing or acquiring technology similar to
HARRIS', without obligation to HARRIS, provided THE CITY OF DENTON does not breach
its obligations to HARRIS under this Agreement or use the Confidential Information to develop 1
such technology.
9. THE CITY OF DENTON acknowledges that Confidential Information may still be under
development, or may be incomplete, and that such information may relate to products that are
under development or are planned for development. HARRIS MAKES NO WARRANTIES
REOARD:,dG THE ACCURACY OF THE CONFIDENTIAL INFORMATION, HARRIS ,
. accepts no responsibility for any expenses, losses or action incurred or undertaken by THE
CITY OF DENTON as a result of THE CITY OF DENTON'S receipt or use of Confidential
Information. HARRIS MAKES NO WARRANTIES OR REPRESENTATIONS THAT IT
WILL INTRODUCE ANY PRODUCT RELATING TO CONFIDENTIAL INFORMATION.
10. Neither parry has any obligation under or by virtue of this Agreement to purchase from or 1
furnish to the other parry any products or services, or to enter Into any other agreement,
including but not limited to, a development, purchasing or technology licensing agrett,ment
t 11. Other than as expressly specified herein, HARRIS grants no license to THE CITY OF
DENTON under any copyrights, patents, trademarks, trade secrets or other proprietary
rights to use or reproduce Confidential Information.
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NNANAB S
Harris Computer Systems • Mutual Non-Disclosure Agreement
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12. Notwithstanding any other provisions of this Agreement, THE CITY OF DENTON
agrees not to export, directly or indirectly any U.S. source technical data acquired from
HARRIS or any products utilizing such data to any countries outside the United States
Export Control Law or Regulations then in effect.
13. All claims,disputes and other matters in question between THE CITY OF DENTON and
HARRIS arising out of or relating to the agreement, or the breach thereof, shall be
decided In the Court residing over Denton, Texas. HARRIS, by executing this
agreement, specifically consents to venue in the City of Denton, in the State of Texas,
and waives any right to contest the venue In the Courts residing over the City of Denton.
114. The rights and obligations herein shall bind the parties and their legal representative,
successors, heirs, and assigns.
15. This agreement expresses the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes all prior oral or written agreement,
commitments and understandings pertaining to the subject matter hereof Any
modifications of or changes to this Agreement shall be in writing and signed by both
parties,
16. This Agreement shall remain in full force and effect for a period of ten years from the
Effective Date, whereupon it shall expire. Any causes of action accrued on or before
such expiration shall survive until the expiration of the applicable statute of limitations,
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Harris Computer Systems - Mutual Non-Disclosure Agreement
PERMITTED PURPOSES
A. The "Permitted Purpose" with respect to Confidential Information disclosed to THE
CITY OF DENTON shall be, To hold in Escrow, to obtain data from, and to refer to
the theory, structure and operation of HARRIS, internal features and/or Data Model of
HARRIS' Billing applications, product plans for Billing and other HARRIS offerings,
and other information Identified to THE CITY OF DENTON as proprietary and/or
confidential to HARRIS,
HARRIS COMPUTER SYSTEMS THE CITY OF DENTON
By: _ By:
Nath r Roik '
Title: President Title: i
Date: _v t t N q8 Date: ;
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Apenda No
Agenda item
Date. —
AGENDA INFORMATION SHEET '
AGENDA DATE: April 21, 1998 Questions concerning this
acquisition may be directed
DEPARTMENT: Finance -Purchasing to Bruce Henington 349-8134
Ac NJ: Kathy DuBose, 349.8228
SUBJECT
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A
CONTRACT FOR GENERAL CONSTRUCTION AND RENOVATION OF THE
DENTON MUNICIPAL. CENTER AND CITY HALL — PROJECT 11; PROVIDING
FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (BID 8 2184 GENERAL CONSTRUCTION AND RENOVATION
OF THE DENTON MUN1CiPAL CENTER AND CITY HALL— PROJECT II IN THE t
AMOUNT OF $1,065,587.00 AWARDED TO DBR CONSTRUCTION COMPANY),
DACh RCOUND_
Tabulation Sheet
F,5TIDIATM'D SCHEDULE OF PROJECT
Work is estimated to begin within two weeks alter bid award and be completed in 310
calendar days or approximately March l3, 1999.
r
1,111011 ACT[ONIRFVlEJV (Council Boards Commissions)
)lid proposals have been reviewed by City staff and Lou Wolf of Corgan Associates, All
` parties imol ed concur with this recommendation for award.
• E
DBR Conslnlction has completed several projects rot the City of Denton and is
considered a quality contractor.
1FS[' 11 INFO[L1L�
• ' •
Fu��ds for Ibis renovation and construction project are available from Certificate of
Ohligation sales and one time expenditure funds set aside for Capital Improvemcnls
during the budget process.
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AGENDA INFORMATION SHEET
APRIL 21, 1998
PAGE 2 OF 2
BID INEORMATIOPI
This bid is for the general construction and renovation associated with expansion of the
usable space at the Denton Municipal Center and Project Il Remodeling of the Municipal
Building, The total project will be completed in stages invoWing:
• Construction at DMC
• Relocation of Legal, Cashiering and Customer Service to DMC
• Renovation of the Municipal Building East Wing
• Return of Legal Department to City Hall
• Temporary relocation of I+finance Department
• Ret=Finance Department to their remodeled area in City Hail
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Respectfully submitted:
Name: Tom Shaw,C.P.M.,349-7100
Title: Purchasing Agent
Attachment NI: Letter of recommendation from Corgan Associates
Attachment#2: Tabulation Sheet
1027 AGENDA
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ATTACPMENT 41
8 April 1998
Mr,Bruce Henington
Facilities Manager
City of Denton
21 S East McY.inney,
Denton,7X 76201
Re: Denton City Hall Renovation Project A Phase 11114 11
General Contractor Rn=mend9t0n
Dear Bruce:
On April 7, 1998,the City of Denton received bide for the City of Denton
Project 11 Renovations. We received four proposals. We have Included the
followies information for your review:
1. Complete bid tabulation form.
2. Contractor Qualification Statement (low bidder:DBR Construction
Company).
We have verified the resume of contacts for the appareet low bidder,DBR
Construction Company which is a loaf Denton company,and have spoken to
owners and architects o previous construction projects. I contacts are
complimentary and did not haitate to recommend DBR. We have worked with
DBR in the put and they are Capable of executint this contract. We have
requested their list of Potential subcontractors,which includes a number of loaf
subcontractors for major contracts (Mechanical,Electrical and Plumbine as well
as the smaller subcontracts.
1 Therefore,we recommend a contract for construction of the Denton City Hall
r and Municipal Complex Renontions•Project 11 be swarded to DBR
Construction Company In the amount of 1,065,587.00. 'This contract includes
Goa6Mi A UMATre.INC. the But Bid amount and all three alternates with 310 calendar days construction SILM
ovum,nXn ,roc period. We request your anion on this recommendation at ehia tune. 1
relui+�rraao
1AX r111T1 MI Sirtcettly,
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Louis . �cJif,'A 1A
roar wpaTN
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Kau!'OaX
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BIDS FOR
CITY OF DENTON CITY HALL AND MUNICIPAL COMPLEX RENOVATION • PROJECT II
CAI 97174.00 (C•4)
BID TABULATION
Corpn Aaoclatee Inc,
601 Elm Serest,Sake 600
Dolu rel" ISM
(11e)746-1000
BASE ALT. ALT, ALT. ADD ADD ADD DID
CONTRACTOR BID 11 of 03 11 02 I) BOND DAYS
buffalo Constsudicn Inc.
William llapp,tc7 Nobid
2l�6%I 139
D'Amko
Mark Athiq No bid
DAR Conarw6on
Lion Richards 11,061,311 1975 11,500 1t,100 X X X X 3101), y
)13•M07
Mmatkon Contrxton
Steve Lueders 11,70500 114,000 11,000 15,000 X X X X 300,
t, 11 1366)61
Matt Inc.
RickCoit $1,1161000 1600 11 00 111Q00 X X X X 115 D.
7 7161511
i, . OVtrCConwrunian
Rogtt(0ambd 11,229,000 11,150 11,100 III,000 X X X X 7 WIN.
tl )!2.9100
+, vfe+ttxhl
Allen Westerthil No bid 4
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Alienist#It• 11"Lek Oning end assewiated frames d tht Municipal C4etplts s tahite stations as irdicsitd on Detai17M1.1,sad Details Z tkeoa/lt 91A 01.
Alternate 11•Rarave the existing abandon dr brnder unit in the roots north of Stonp III.11) for uutallstion of tGctrcid pantls end teemlamere
Mecltencial k Eksrial work to be pert d Bea Bid. Room will not requite sdditionsl finiehee.
Alttrom l3•PWWO wall pmW114 g anJ trim Mead end nosh wells ol Carrtdor 1004m indinted on Detail 111A Y,01 n lulus#woad p#ntliag.
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ATTACHMENT 02
s a
TABULATION SHEET '
BID/ - 2164
BID NAME DMC AND CITY HALL•PROJECT II DSR MARATHON OWC MART
DATE TApr4l
VENDOR
BABE 910 AWARD $1,001.312.00 H 20 woo s1".0".00 $1.244.000.00
Window glazing and fnmea al
Cuhler Stations 1676.00 1110 000.00 $1,250.00 $400.00
. 'J�t,`itdAllRgNll NSr, ', ,. 41
Remove abandon Air Handier 11,50040 $1000.00 114 .00 111 700,00
Well Paneling and Ulm on well
of Corridor 100 111600.00 $5.000.00 $13.00.00 $12.00.00
BID SECURITY YES YES YES YES
COMPLETION TIME 310 DAYS 300 DAYS 210 DAYS 265 DAYS `
ADDENDUM 61 YES YES YES YES
ADDENDUM 42 YE8 YES YES YES
ADDE RUM SS YE6 YES YES I YES
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KUM
ORDINANCE NO._
AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR
GENERAL CONSTRUCTION AND RENOVATION OF THE DENTON MUNICIPAL CENTER
AND CITY HALL — PROJECT 11; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 0 2184 GENERAL
CONSTRUCTION AND RENOVA'T'ION OF THE DENTON MUNICIPAL CENTER AND CITY
HALL — PROJECT Il IN THE AMOUNT OF 51,065,587.00 AWARDED TO DBR
CONSTRUCTION COMPANY).
WHEREAS, the City has solicited, received and tabulated competitive bids for the
construction of public works or improvements in accordance with the procedures of STATE Iaw and
City ordinances; and
WHEREAS,the City Manager or a designated employee has received and recommended that
the herein described bids are the lowest responsible bids for the construction of the public works or
improvements described in the bid invitation, bid proposals and plans and specifications therein;
NOW,THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
f
SECTION 1. That the following competitive bids for the construction of public works or
improvements,as described in the"Bid Invitations", "Bid Proposals"or plans and specifications on
file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto,
are hereby accepted and approved as being the lowest responsible bids:
BID
NUMBEg CONTRACTOR AMOUNT
2184 DBR CONSTRUCTION COMPANY $1,065,587.00
SECTION 11. That the acceptance and approval of the above competitive bids shall not
constitute a contract between the City and the person submitting the bid for construction of such
public works or Improvements herein accepted and approved, until such person shall comply with
all requirements specified in the Notice to Bidders including the timely execution of a written
contract and fumishing of performance and payment bonds, and insurance certificate after
notification of the award of the bid,
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SECTION III. That the City Manager is hereby authorized to execute all necessary written
contracts for the performance of the ounstruction of the public works or improvements in accordance
with the bids accepted and approved herein,provided that such contracts are made in accordance
with the Notice to Bidders and Bid Proposals,and documents relating thereto specifying the terms,
conditions,plans and specifications,standards,quantities and specified sums contained therein.
SECTION IV. That upon acceptance and approval of the above competitive bids and the
execution of contracts for the public works and improvements as authorized herein,the City Council
hereby authorizes the expenditure of funds in the manner and in the amount as specified in f- ,ch
approved bids and authorized contracts executed pursuant thereto.
SECTION V• That this ordinance shall become effective immediately upon its passage and
approval
PASSED AND APPROVED this the day of _.,1998
:ACK is"'L%rZ, MAYOR a
i
ATTEST:
JENNIFER WALTERS, CITY SECRETARY `f
BY: _
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APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY,CITY ATTORNEY k
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2184 CONTRACT ORDINANCE
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ASenda Item�_f
AGENDA INFORMATION SHEET
AGENDA DATE: April 21, 1998 Questions concerning this
acquisition maybe directed
DEPARTMENT: Finance—Purchasing to Ross Chadwick 349.8101
ACM: Kathy DuBose, 349-8228
SUBJECT
AN ORDINANCE OF THE CITY OF DENTON TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF DENTON AND BINKLEY AND BARFIELD, INC. FOR THE
ENGINEERING DESIGN OF MODIFICATIONS TO CENTRAL FIRE STATION
TRUCK BAY FLOOR, CONCRETE DRIVEWAYS AND SOUTH RETAINING lJ
WALL IN THE AMOUNT OF $31,200; PROVIDING FOR THE EXPENDITURE OF
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FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE. (PROPOSAL
# 2151 CENTRAL FIRE STATION TRUCK BAY MODIFICATION—BINKLEY AND
BARFIELD,INC. IN THE AMOUNT OF 531,200.00).
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BACKGROUND
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Professional Services Agreement for Engineering Services executed by Binkley and
Barfield, Inc. I
ESTIMATED SCHEDULE OF PROJECT
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The schedule of completion of the design phase is 90 calendar days after receipt of notice
to proceed or approximately July 28, 1998. The entire Central Fire Station modification
project is estimated to be completed prior to October 28, 1998.
PRIOR ACTION/REVIEW(Council.Boards,Commissions)
The proposal submitted by Binkley and Barfield. Inc. has been reviewed by a committee
of staff members from the Fire Department, Purchasing Office and Facilities
Management Division and all members concur wit!, this recommendation.
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The renovation of Central Fire Station was considered by Council and approved as e f ,/
Capital Improvement Project during the 1997-98 budget process.
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AGENDA INFORMATION SHEET
APRIL 21, 1998
PAGE 2 OF 2 ,
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FISCAL INFORMATION
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This project is funded from the W2,300A0 in Certificate of Obligation funds approved
s during the budget process and sold April 7, 1998. An account number will be established
as expenditures are made.
PROPOSAL INFORMATION
This proposal is for the engineering design of the modifications to the truck bay floor,
approach driveways, retaining wall and removal of abandoned fuel storage tank. Services
also included are assistance in the bidding process and construction overview. The
engineers will also perform a topographic survey of the property and a goo-technical
investigation of soil conditions.
Respectfully submitted:
Name: Tom Shaw, C.P.M.,349.7100 I
Title: Purchasing Agent
1011.AUNDA
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ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON TEXAS AUTHORIZING THE CITY MANAGER
TO EXECUTE A PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF
DENTON AND BINKLEY AND BARFIELD, INC. FOR THE ENGINEERING DESIGN OF
MODIFICATIONS TO CENTRAL FLOE STATION TRUCK BAY FLOOR, CONCRETE
DRIVEWAYS AND SOUTH RETAINING WALL IN THE AMOUNT OF $31,200;PROVIDING
FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE
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DATE. (PROPOSAL # 2151 —CENTRAL FIRE STATION TRUCK SAY MODIFICATION—
BINKLEY AND BARFIELD, INC. IN THE AMOUNT OF$31,200.000).
WHEREAS, Chapter 2254 of the Texas Government Code, known as the Professional
Services Procurement Act, provides that a City may not select a provider of professional services
on the basis of competitive bids but on the basis of demonstrated competence and qualification and
for a fair and reasonable price; and j
WHEREAS,the professional fees under the proposed contract are consistent with and not
higher than the recommended practices and fees published by the applicable professional association
and do not exceed an maximum provided by law; and
WHEREAS,the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the services set forth in the proposed contract; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager is hereby authorized to execute on behalf of the City
)f Denton, Texas, a professional services contract, substantially the same as the contract which is
attached hereto and made a part hereof for all purposes, that provides services relating to Engineering
Design as defined in Proposal #2151 Central Fire Station Truck Bay Modification with Binkley and
Barfield,Inc. in the amount of$31,200.00,
SECTION II, That the award of this contract is on the basis of demonstrated competence
and qualifications of the provider of professional services under this contract and the ability or such
provider to perform the needed services for a fair and reasonable price.
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SECT10N III. That this ordinance shall become effective immediately upon its passage and I
approval.
PASSED AND APPROVED this the day of 11998. I
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JACK MILLER, MAYOR
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ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM,
HERBERT L.PROUTY,CITY ATTORNEY
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PROPOSAL2I S I PROFESSIONAL SERVICE ORDINANCE
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PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES
STATE OF TEXAS ¢
COUM OF DENTON ¢
THIS AGREEMENT is made and entered into as of the day of
, i9 , by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called "CITY" and BINKLEY &BARFIELD, INC.,with its corporate
office at 12860 Hillcrest Road, Suite 222, Dallas, TX 75230-1519, hereinafter called
"ENGINEER,"acting herein,by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
EMPLOYMENT OF ENGINEER
The CITY hereby contracts with the ENGINEER, as an independent contractor, and the
ENGINEER hereby agrees to perform the services herein in connection with the Project as stated
in the sections to follow, with diligence and in accordance with the highest professional
standards customarily obtained for such services in the State of Texas. The professional services
set out herein are in connection with the following described project:
The Project shall include, without limitation, the preparation of construction plans,
specifications, details, and special provisions for the replacement of the Downtown Fire Station
Truck Bay Floor, Driveway, and South Retaining wall located in the City of Denton, Denton
County, Texas,hereinafter called the"PROJECT'.
ARTICLE II
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SCOPE OF SERVICES
S The ENGINEER shall perform the following services in a professional manner
A. The ENGINEER shall perform all those services as necessary and a, described in
"Exhibit A", which is attached hereto and made a part hereof as if written word for word
herein. ti
B. ENGINEER shall perform all those services set forth in individual task orders which '
shall be attached to this Agreement and made a part hereof for all purposes as separate
y, agreements.
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C. if there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
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ARTICLE 111
ADDITIONAL SERVICES
Additional services to be performed by the ENGINEER, if authorized by the CITY,
which are not included in the above-described Basic Services,are described as follows:
A. During the course of the Project, as requested by CITY, the ENGINEER will be available
to accompany CITY's personnel when meeting with the Texas Natural Resource
Conservation Commission, U.S. Environmental Protection Agency, or other regulatory
agencies. The ENGINEER will assist CITY's personnel on an is-needed basis in kk
preparing compliance schedules, progress reports, and providing general technical
support for the CITY's corn .
PPo Lance efforts.
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B. Assisting CITY or contractor in the defense or promution of litigation in connection
with or in addition to those services contemplated by this Agreement. Such services, if
any, shall be famished by ENGINEER on a fee basis negotiated by the respective parties
outside of and in addition to this Agreement.
C. Sampling, testing,or analysis beyond that specifically included in Basic Services.
D. Preparing copies of computer aided drafting (CAD) electronic data bases, drawings, or
files for the CITY's use in a future CAD system.
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E. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
F. Appearing before regulatory agencies or courts as an expert witness in any litigation with
third parties or condemnation proceedings arising from the development or constructi Z
of the Project, including the preparation of engineering data and reports for assistance to
the CITY.
0 G. Providing geotechnical investigations for the site,including soil borings,related analyses,
and recommendations.
H. Those services described in Exhibit "A" as special services and which are already
approved by the City and also included in the compensation of services.
ARTICLE IV 0
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the CITY
and the ENGINEER and upon issue of a notice to proceed by the CITY, and shall remain in
force for the period which may reasonably be required for the completion of the Project,
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including Additional Services, if any, and any required extensions approved by the CITY. The
proposed schedule for the work is described in Exhibit "B", attached hereto and made a part
hereof as if written word for word. This Agreement may be sooner terminated in accordance with
the provisions hereof. Time is of the essence in this Agreement. The ENGINEER shall make all
reasonable efforts to complete the services set forth herein as expeditiously as possible and to
meet the schedule established by tha CITY, acting through its City Manager or his designee.
CITY agrees to provide the information set forth in Exhibit "D", attached hereto and made a part
hereof as if written word for word before the commencement of the engineer's services.
ART- ICLE V
COMPENSATION
A. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the ENGINEER herein, the CITY agrees to pay, based on the cost estimate
detail at a lump sum rate shown in Exhibit"C" which is attached hereto and made a part
of this Agreement as if written word for word herein,a total !se,including reimbursement
for direct non-labor expenses not to exceed$31,200.00.
Partial payments to the ENGINEER will be made on the basis of detailed monthly
statements rendered to and approved by the CITY through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered. The CITY
may withhold the final five percent (S%) of the contract amount until completion of his
services.
Nothing contained in this Article shall require the CITY to pay for any work which is
unsatisfactory,as reasonably determined by the City Manager or his designee,or which is
not submitted in compliance with the terms of this Agreement. The CITY shall not be
required to make any payments to the ENGINEER when the ENGINEER is in default
under this Agreement.
I1 is specifically understood and agreed that the ENGINEER 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 as stated, without first having obtained written authorization from the CITY,
The ENGINEER shall not proceed to perform the services listed in Article III
"Additional Services,"without obtaining prior written authorization from the CITY,
B. ADDITIONAL SERVICES: For additional services authorized in writing by the CITY
• in Article 111, the ENGINEER shall be paid based on a rate to be agreed upon by the O 1
parties. Payments for additional services shall be due and payable upon submission by
the ENGINEER, mid shall be in accordance with subsection A hereof. Statements shall
not be submitted more frequently than monthly.
C. PAYMENT: If the CITY fails to make payments due the ENGINEER for services and
expenses within sixty (60) days after receipt of the ENGINEER's undisputed statement
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thereof, the amounts due the ENGINEER will be increased by the rate of one percent
(11%'I per month from the said sixtieth(60) day, and, in addition, the ENGINEER may,
after giving seven (7) days' written notice to the CITY, suspend services under this I
Agreement until the ENGINEER 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 is unsatisfactory, in accordance with this Article V,"Compensation."
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The ENGINEER will exercise reasonable care and due diligence in discovering and {
promptly reporting to the CITY any defects or deficiencies in the work of the ENGINEER or any
subcontractors.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the ENGINEER (and ENGIIN'EER's
subcontractors) pursuant to this Agreement are instnunents of service, and shall become the
property of the ENGINEER upon the termination of this Agreement. The CITY is entitled to
retain copies of all such documents. The documents prepared and fumished by the ENGINEER
are intended only to be applicable to this Project, and CITY's use of these documents in other
projects shall be at CITY's sole risk and expense. In the event the CITY uses any of the
information or materials developed pursuant to this Agreement in another project or for other I
purposes than specified herein, ENGINEER is released from any and all liability relating to their
use in that project.
ARTICLE VIII
INDEPENDENT CONTRACTOR
ENGINEER shall provide services to CITY as an independent contractor, not as an
employee of the CITY. ENGINEER shall not have or claim any right arising from employee
• status.
ARTICLE IX
INDEMNITY AGREEMENT
The ENGINEER 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 fees Incurred by p R
the CITY, and including, without limitation, damages for bodily and personal injury, death and
property damage, resulting from the negligent acts or omissions of the ENGINEER or its
officers, shareholders, agents, or employees in the execution, operation, or performance of this
Agreement.
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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 parties' 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 X
INSURANCE
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During the performance of the senices under this Agreement.ENGINEER shall maintain
the following insurance with an insurance company licenr-A 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:
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A. Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate
B. Automobile Liability Insurance with bodily injury limits of not less than $300,000 for
each person and not less than 5500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
C. Worker's Compensation Insurance in accordance with statutory requirements, and
Employers' Liability Insurance with limits of not less than $100,000 for each accident.
U. Professional Liability Insurance with limits of not less than$1,000,000 annual aggregate
E. The ENGINEER shall fitmish insurance certificates or insurance policies at the CITY's
request to evidence such coverages. The insurance policies shall name the CITY as, an
additional Insured on all such policies, and shall contain a provision that such Insurance
shall not be canceled or modified without thirty(30)days' prior written notice to CITY
and ENGINEER. In such event, the ENGINEER shall, prior to the effective date of the
change or cancellation, serve substitute pvdcies furnishing the same coverage.
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ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The panics may 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 alternate dispute resolution arising out of or relating to this Agreement, involving O
one party's disagreement, may include the other party to the disagreement without the other's
approval. t
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ARTICLE 3a.
TERMINATION OF AGREEMENT
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A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty(30) days' advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fUlfrll its obligations under this Agreement. No such termination
will be affected 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
specifjing the non-performance, and not less than thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, ENGINEER shall immediately cease all services and shall render a final bill a
for services to the CITY within thirty(30)days after the dale of termination. The CITY
shall pay ENGINEER for all services properly rendered and satisfactorily performed and
for reimbursable expenses to termination incurred prior to the dale of termination, in
accordance with Article V "Compensation;' Should the CITY subsequently contract `
with a new ENGINEER for the continuation of services on the Project, ENGINEER shall
cooperate in providing information. The ENGINEER shall turn over all documents
prepared or furnished by ENGINEER pursuant to this Agreement to the CITY on or
before the date of termination,but may maintain copies of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the CITY shall not constitute, not be deemed a release of the responsibility
and liability of the ENGINEER, its employers, associates, agent, subcontractors, and
aabENGINEERs for the accuracy and competency of their designs or other work; nor shall such
approval be deemed to be an assumption of such responsibility by the CITY for any defect In the
h design or other work prepared by the ENGINEER, its employees, subconum.tors, agents, and
ENGINEERS.
ARTICLE RIY
NOTICES
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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 to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three(3)days' malling:
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To ENGINEER: To CITY:
Fred Balster. P.E. City of Denton
BINKLEY&BARFIELD, INC. Ross Chadwick,Fire Chief
12960 Hillcrest Road, Suite 222 217 W. McKinney
Dallas, TX 75230-1519 Denton,Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given,or within three(3)days' mailing.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement, consisting of pages and exhibits, constitutes the
complete and final expression of the agreement of the parties, and is intended as a complete and
exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous
offers, promises, representations, negotiations, discussions, communications, and agreements
which may have been made in connection with the subject matter hereof.
ARTICLE XVI
SEVERABILITY
If any provision of this Agreement Is found or deemed by a court of competent
jurisdiction to be Invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable, In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision. I
ARTICLE XVII
COMPLIANCE WITH LAWS
The ENGINEER shall comply with all federal, state, and local laws, rules, regulations,
and ordinances applicable to the work covered hereunder as they may now read or hereinafter b<
amended.
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ARTICLE XVIiI
DISCRIMINATION PROHIBITED
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• In performing the services required hereunder, the ENGINEER shall not discriminate O
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
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ARTICLE XIX
PERSONNEL
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A. The ENGINEER represents that it has or will secure, at its own expense, all personnel
required to perform all the services required under this Agreement. Such personnel shall
not be employees or officers of, or have any contractual relations with the CITY.
ENGINEER 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 the ENGINEER or under its
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 XX {
ASSIGNABILITY I
The ENGINEER shall not assign any interest in this Agreement, and shall not transfer
any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior
written consent of the CITY, a
ARTICLE XXII
MODIFICATION
Ne waiver or modification of this Agreement or of any covenant, condition, or 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 patties 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 and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXII
MISCELLANEOUS
• A. The following exhibits are attached to and made a pan of this Agreement: (list exhibits)
Exhibit"A" Basic Services and Special Services
Exhibit"B"Schedule of Completion
Exhibit"C" Cost Schedule
Exhibit"D"Item to be Fumishcd by City of Denton
Exhibit"E"List of Subcontractors
• B. ENGINEER 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 the ENGINEER Involving
transactions relating to this Agreement. ENGINEER agrees that CITY shall have access
during normal wotking hours to all necessary ENGINEER facilities and shall be provided
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adequate and appropriate working space in order to conduct audits in compliance with
' this section. CITY shall give ENGINEER reasonable advance notice of intended audits.
C. Venue of any suit or cause of action under this Agreement shall tie exclusively in Denton
' County, Texas. This Agreement shall be construed in accordance with the laws of the
State of Texas.
D. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be However, nothing herein shall
limit ENGINEER t}om using other qualified and competent members of its firm to
penorm the services required herein.
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E. ENGINEER shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
i the provisions hereof In accomplishing the projects.ENGINEER 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.
F. The CITY shall assist t}e ENGINEER by placing at the ENGINEER's disposal all
available information pertinent to the Project, including previous reports, any other data
relative to the Project, and arranging for the access thereto, and make all provisions for
the ENGINEER to enter in or upon public and private property as required for the
ENGINEER to perform services under tMa Agreement.
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G. The captions of this Agreement are for Informational purposes only, and shall not in any I
way affect the substantive terms or conditions of this Agreement
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and ENGINEER has executed this Agreement
through its duly authorized undersigned officer on this the day of ,
1998,
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CITY OF DENTON,TEXAS
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TED MAVIDES,CITY MANAGER
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• ATTEST:
j rENNIFER WALTERS,CITY SECRETARY
BY:
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APPROVED AS TO LEGAL FORM:
HERBERT L.PROU Y,COY ATTORNEY r -
BY:
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ENGMER: Binkk gel I '
BY: _
red als er,PE.
Vice-President
WITNESS,
BY: Est
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EXH®IT A
BASIC SERVICES I
The scope of services includes civil engineering services for the replacement of the
Downtown fire station truck bay floor, replacement of the concrete driveways and ,
replacement of the south retaining wtl1 for the width of the building. Services would
include assistance In the bidding and construction phases. The estimated construction
cost of the
project Is as follows:
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Fire station floor S 184,000
Driveway pavement $5,000
Retaining will 20.Q00
TOW S 259,000
SPECIAL SERVICES
1, A topographic survey of the property locating the building, walls,
driveways, sidewalks and other appurtenances. The survey would lnciude
floor and doorway elevations.
2. Geoatechnical Investigation Includes determination of the depth of rock
andJor foundation material, determination of the expansion capabilities of
the soil, and retain will design parameters.
3. Construction phase services would include periodic site visits during
construction, on all consultation with owner and contractor, and checking
contractor pay estimates.
EXHBIT B
The schedule for completion of the design phase to 90 calendar days,
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a EXHIBIT C
BASIC SERVICES LUMP SUM FEES
' Building floor plans $ 15,000
Driveway plans 5.000
Retaining wall plans 2.000 "
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TOW S 22,000
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SPECIAL SERVICES
Topographic survey S 2,300
Oeo-technical investigation 2,700
Expenses (plotting and printing) 2,000
Construction phase support S 2.000
Total $ 9,200
Grand Total $ 311200
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EXHIBIT D
f Item to be furnished by the City,
1. Horizontal and venial control data.
2. As built plans of t1w, existing infrastructure,
3. Construction inspection.
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EXHIBIT E
Subcontractor List:
10M, Inc. • Survey Services"
Tetra-Mar, Inc. • Oeo•technical Services.
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aganda No 9 �
Agwda Item�7` _
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AGENDA INFORAIATION SHEET
AGENDA DATE: April 21, 1998 Questions concerning this
acquisition may be directed
DEPARTMENT: Finance— Purchasing to Alex Pettit 349.8595
ACNI; Kathy DuBose,349-8228 {�
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S OJECT
AN ORDINANCE AUTHORIZING THE EXECUTION OF A CHANGE ORDER TO A
CONTRACT FOR NETWORK CONSULTANT INFORMATION SERVICES
ENTERPRISE NETWORK DESIGN BETWEEN THE CITY OF DENTON AND
NTCS. INC.; PROVIDING FOR AN INCREASE IN TIIE QUANTITY OF WORK
PREFORMED AND AN INCREASE IN THE CONTRACT AMOUNT; AND
PROVIDING AN EFFECTIVE DATE, (RFSP #1970 NETWORK CONSULTANT
INFORMATION SERVICES ENTERPRISE NETWORK DESIGN AWARDED TO
NTCS, INC. IN THE AMOUNT OF S2410500.00; CHANGE ORDER #1 IN THE
AMOUNT OF $47,500.00; NEW CONTRACT AMOUNT IS S2S9,000.00).
B ` . .ROUND
Nlcmorandum from NTCS, Inc dated 49.93
lim vice 302213 for$47,500.00
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L$1 JNL1 1113 SCHEDULE OF OI'R JECT I
Some of the items covered by change order #I have already been completed. The
majority arc currently ongoing or very near cotnplcti0n.
i
r.BlUR 1C'1'JQN/REVIEIV (Council,Boards,Commissions}
! (,ity Council approved the original contract with NTCS. Inc for network consulting.
j enterprise ncl%vork design and implementation, in the amount of S241,500.00 on January
21, 1997,
(lwnge ordcr number I has been tc%icacd b} Information Sen ices staff and Ihey concur
! �s 0h the recommended change ordcr in the amount of S47,5no,00.
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AGENDA INFORMATION SHEET
APRIL 21, 1998
PAGE 2 OF 2
FISCAL INFORMATION
Funding for change order k1 in the amount of$41,500.00 is available in the Long Range
Tech Plan dollars;Account M 468.044-COMP-9841.9iO3.
CONTACT CHANGE ORDER INFORMATION
Change order dt increases the amount of the contract by $47,500.00 for a new total of
$289,000.00. The change order includes approximately 400 hours of labor performing
the tasks as outlined on NTCS, Inc. memorandum dated 4.8.98 included as attachment f
41.
Respectfully submitted:
1
Name: Tom Shaw,C.P.M.,349.7100
Title: Purchasing Agent
Attachment k 1: Memorandum from NTCS, Inc.dated 4-8-98
Attachment 42: Invoice N 302213
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1021 ArENDA
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ATTACHMNT tl
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Memo 'I
Top Alex Pettit
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From Steve Meek VP,Saks and Marketing
Dew 04MMS
Rat Final Bill for Miscellaneove Swoces
The purpose of thla dX~is to WI M a final loot related to Oellvery of sMvlces to tM City of Derdan
under the original RSFP 1870 Dunne V,e Ingem4xxaton, tM protect encouttered several major
ohaoenges which required NTCS,Inc %,del iver ogre write or go above the ong mill scope
Sane orthese challenges inck,ded
1 ) tM charge from IloN irrglan entation,to partial,back to full,
2) the promise ofwo tallon configuration asaistance,
3) city-wide cabling Incomplete at tune of install,
4) changes in fiber ardor gone line avarkioi14 ,
5) lost or IS Director,Iransdion period to temp IS and then to rpacement, 4
6) UndvatladlRy of city resources for West;to Some systems era passwords, l
7) the Inclualon of Pudic Safety Into the scope of the work
6) addl,onel service needs and the addition of other prgecls Into the total
I
We feel that there are orourd 400 hours of t" NTCS, Inc spent on issues related to City iii or
sbaA 347.500 in lobar We DeIM that we snouid receive an wdtanel 547,600 h tM camget;on of
VV contract We also have wrdtan of M anwil of spout the acme mKintude for things we have
assumed were related to imlovve"Ns we could have made The am unt is estimated to be
app aumeley 7551 Gene al Govemme t 10YAltles, 104 Publ'e Safety and 54 Parks heated
This ii would also riclue. the onsi-morns laptop training for ft Gty Council Members (already t '
delivered)and eomgelion of brat aftrVialor training(a the key COD edm nlsVators
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ATTACHMENT 12
3801 We tNMTON INVOICE
Soot less Nom sure+:s
Dawft Tsui 71201
267-0122 almo(112) 4*2116
fu(117) $01192 '
M2213
Page: 1
City of Denton
601E. Hickory
Su Ile A =
Den tan TX 76205 wwuttnEW"to '
L. J
PLEASE DUACH AND AETUAN TH:S POA71ON MTM YOUP PAYMENT
DATE (JUANTITY ITEM DESCRIPTION UNIT PRICE TOTAL PRICE
18198 1.09 TECH Mijce aeons ry
This is related to the delivery of additktsal
services to the City of Den ton under the orginl
RSFP 1970• The services delivered went above the
orgind cope of tke project.
3/18N8 I.00 COMMENT 50.00 50,00
Th4 amount Includee the graining(City Council, `
Loplop,and AdmioWntor)sod other issues
(General Government,UIIlitles,Public Safety and
Pselu)
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SUBTOTAL 567,500.00
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TRADE DISC. S0.00
TAX $0.00
Net 30 JOHNSON D PAYMENT 50.00
CITYOFDENTON TOTAL 567,500.00
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ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE EXECUTION OF A CHANGE ORDER TO A i
CONTRACT FOR NETWORK CONSULTANT INFORMATION SERVICES ENTERPRISE
NETWORK DESIGN BETWEEN THE CITY OF DENTON AND NTCS,INC.; PROVIDING FOR
AN INCREASE IN THE QUANTITY OF WORK PREFORMED AND AN INCREASE IN THE
CONTRACT AMOUNT;AND PROVIDING AN EFFECTIVE DATE.(RFSP#1970 NETWORK
CONSULTANT INFORMATION SERVICES ENTERPRISE NETWORK DESIGN AWARDED
TO NTCS,INC.IN THE AMOUNT OF$241,500.00; CHANGE ORDER 91 IN THE AMOUNT
OF 547,500.00;NEW CONTRACT AMOUNT IS $299,000.00).
WHEREAS,on 01.21.97, the City awarded a contract for Network Consultant Information
Services Enterprise Network Design in the amount of$?41,500.00; and
WHEREAS, the City Manager having recommended to the Council that a change order he
authori zed to amend such contract agreement with respect to the scope and price and said change
order being in compliance with the requirements of Chapter 252 of the Local Government Code;
NOW,THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I• That tl z change order increasing the amount of the contract agreement between
the City and NTCS, Inc. copy of which is attached hereto, in the amount of FORTY SEVEN
THOUSAND FIVE HUNDRED and no/100 Dollars ($41,500.00), is hereby approved and the
expenditure of funds therefor is hereby authorized.The master contract amount is amended to read `
$289,000.00.
SECTION Il• That this ordinance shall become effective immediately upon its passage and
approval
PASSED AND APPROVED this the day of , 1996.
JACK MILLER, MAYOR
ATTEST:
JENNIFER WALTERS, CIT I SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
HEBERT L. PROUTY, CITY ATTORNEY
BY:
'970 CHANGE ORDERDRDINANCL
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Benda No O�J
Agenda Item
v '
AGENDA INFORMATION SHEET
E
AGENDA DATE: April 21, 1998
i
DEPARTMENT: Economic Development Department`
ACM; Kathy DuBose, Assistant City Manager of Finance
SUBJEC"f
An ordinance amending Section 10.128 of Article VI of Chapter 10 of the Code of
Ordinances of the City�f Denton,Texas, to provide for a continuation of the
qualification period for seeking partial tax exemptions for designated historic sites to the
Year 2008; providing owners that qualify for a designated historic site fifteen(15)years
of partial tax exemption;providing for a severability clause, providing for a savings
clause and providing for an effective date. 1
BACKGROUND
In 1982, the City Council adopted an ordinance for the purpose of encouraging the j
preservat'.,n of individually designated historic sites by providing for a reduction of the
City's property tax to qualifying properti.s.
At the April 14, 1998 City Council meeting, the Council directed staff to prepare an
amendment to the ordinance,which would extend the life of the ordinance an additional
ten years: In addition, City Council requested that the tax exemption be extended from
ten years to fifteen)ears at a rate of fifty percent(50°/u).
The City Council also requested that the ordinance be written to limit the exemption to
properties with qualified historic structures only. In visiting with the Legal staff,we
learned that it may be more appropriate to amend the ordinance that creates the historic
designation to address this issue. Staff recommends that the ordinance that creates the
historic designation he amended to provide that the designation be removed should the
historic structure on the property be destroyed beyond repair.
O :kS]1111ATED SCHEDULE OF PROJECT
I he ordinance would become effective on January I, 1999 and expire December 31,
2008. Properties qualifying for exemption could receive the exemption for a maximum
of fifteen years.
O PRiOR,50IONiREVIEW O f
At the April 14, 1998. City Council meeting, Council directed staffto amend the existing
ordinance as outlined above.
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FISCAL INFORMATION
'i In 1997,the total value exempted under this ordinance was 51,599,742,resulting in a
total City ad valorem tax incentive of 58,210. ! `
t In 1996,the total value exempted under this ordinance was$1,781,140,resulting in City i
resulting in a total City ad valorem tax incentive of$9,411.
Ordinance i
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> Respectfully submitted:
Linda Ratliff, Director
Fc,++.omic Development 4zent
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ORDINANCE N0.
AN ORDINANCE AMENDING SECTION 10-128 OF ARTICLE VI OF CHAPTER 10 OF
THE CODE OF ORDINANCES OF THE CITY OF DENTON, TEXAS,TO PROVIDE FOR A
CONTINUATION OF THE QUALIFICATION PERIOD FOR SEEKING PARTIAL TAX
EXEMPTIONS FOR DESIGNATED HISTORIC SITES TO THE YEAR 2008; PROVIDING
OWNERS THAT QUALIFY UALIFY
FOR
A DESIGNATED HISTORIC SITE FIFTEEN(15) YEARS
OF PARTIAL TAX EXEMPTION; PROVIDING FORA SEVERAB ILITY CLAUSE,
PROVIDING FOR A SAVINGS CLAUSE AND PROVIDING FOR AN EFFECTIVE DATF,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION That Chapter 10 of the Code of Ordinances of the City of Denton,Texas, be
amended by revising Article IV so that hereafter Section 10.128 shall read as follows
j
ARTICLE IV j
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TAX EXEMPTION OF DESIGNATED HISTORIC SITES 1
Sec. 10.128. Partial Tax Exemption of Designated Historic Sites. f
(a) Any property which is a designated historic site on the first day of January for any
year beginning with 1989 and extending to and including 2008, shall be exempt tbrm real
property ad valorem taxes levied by the City of Denton to the anent of fifty (500/9)
percent of the assessed value of the designated historic site. The exemption provided for
herein shall apply for a maximum of fifteen (15) successive years, beginning with first
year the property is entitled to the exemption during the specified years and continuing
and including each and every year of she fourteen (14)successive years thereafter during
which the property is a designated historical site on the first day of January of those
fourteen(14)years
• (b) Immediately alter the first day of January of each year, the Director of Economic
Development shall notify and chief appraiser of the Denton County Appraisal District of
all designated historical sites that qualify for the tax exemption for that year. To receive
the exemption provided herein, a person claiming the exemption must apply for the
exemption by filing an application form with the chief appraiser of the Denton County
Appraisal District as provided for by State law 4
• SLCJIQi[A! That a any section, subsection, paragraph, sentence, clause, phrase or C •
word in this ordinance, or application thereof to any person or circumstance is held invalid by
any court of competent jurisdiction, such holding shall not affect the validity of the remaining
portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it
would have enacted such remaining portions despite any such invalidity,
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SECTION 111. All provisions of the Code of Ordinances of the City of Denton, Texas, in F ,
conflict with the provisions of this Ordinance are hereby repealed,and all other provisions of the
Ordinance of the City of Denton, Texas, not in conflict with the provisions of this Ordinance,
shall remain in full force and effect
} SECTION IV. That this ordinance shall become effective immediately upon its passage
and approval. `
PASSED AND APPROVED this the day of _
j JACK MILLER, MAYOR
I
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY,CITY ATTORNEY
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Agenda No. 9P-0�
Agenda Item
Date
AGENDA INFORMATION SHEET
AGENDA DATE: April 21, 1998 I
DEPARTMENT: Finance
ACM: Kathy DuBose, ext. 8228'
,
SUBJE 1
1
A RESOLUTION APPROVING AN AGREEMENT AND RESOLUTION OF THE
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY WITH RESPECT
TO THE ]ISSUANCE OF BONDS FOR MAYDAY MANUFACTURING COMPANY,
INC.
BACKGROUND
The Industrial Development Board(IDA) was organized in 1979 as a nonprofit
corporation by the City of Denton to promote and develop commercial, industrial,and
manufacturing enterprises and to encourage employment. The corporation is authorized
to agree with any person,firm,corporation,or other entity to issue bonds,in accordance
with and subject to the provisions of the Development Corporation Act of 1979. Such
bonds are the sole responsibility of the applicant and do not obligate the City of Denton.
In October 1997,the IDB approved an inducement resolution for Mayday Manufacturing,
Inc.,which began the process of creating a bond resolution and preparing a loan
agreement with Mayday for the issuance of bonds to finance a manufacturing project.
The$2,500,000 of bond proceeds requested will be used to purchase and renovate the
facility vacated by Eagle-Pitcher on 1.35 W south of Victor Equipment Company
(51,800,000)and purchase equipment ($700,000),
I
PRIOR ACTIONIREVIEW(Council, Boards,Commisslons)
The City of Denton Industrial Development Authority met on April 16, 1998 and +
approved the attached resolution recommending that it be forwarded to City Council for
consideration.
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K FISCAL INFORMATION
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There is no cost to the City.
I Respectfully submitted: '
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Kathy DuBose
Assistant City Manager of Finance
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RESOLUTION N0.
A RESOLUTION APPROVING AN AGREEMENT AND RESOLUTION OF THE CITY OF
DENTON INDUSTRIAL DEVELOPMENT AUTHORITY WITH RESPECT TO THE ISSU-
ANCE OF BONDS FOR MAYDAY MANUFACTURING COMPANY, INC,; AND PROVID-
ING AN EFFECTIVE DATE.
WHEREAS, the City of Denton Industrial Development Authority (the "Issuer") was
created under the auspices of the City of Denton(the"Unit"); and
WHEREAS. the Issuer is authorized by the Development Corporation Act of 1979, as j
amended (the "Act'), to issue bonds on behalf of the Unit for the purpose of financing ai: or part
of the costs of a"project", as defined in the Act, and to loan the proceeds thereof to finance all or
part of the costs thereof; and
WHEREAS, the Issuer,by resolution(the "Bond Resolution')adopted on April 16, 1998,
has authorized the issuance and sale of its Revenue Bonds (Mayday Manufacturing Company,
Inc. Project) Series 1998 (the "Bonds') in the maximum aggregate principal amount of
$2,500,000 and by the Bond Resolution has also authorized a Loan Agreement with Mayday
Manufacturing Company, Inc. (the "Company'l wherein the Issuer agrees to issue and sell the
Bonds to provide funds to finance a certain manufacturing project of the Company (the "Proj-
ect")Iocated within the Unit (the"Loan Agreement'j;and
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WHEREAS, the Act requires that the governing body of the Unit approve, by written
resolution, any agreement to issue bonds approved by the Issuer;and
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WHEREAS, the City Council of the City of Denton, Texas has reviewed the proceedings t
relative to the issuance of the Bonds, and, by adoption of this resolution, intends to approve the
Bond Resolution, the issuance of the Bonds, the plan of financing approved by the Bond Resolu-
tion, and to make the findings required by the Act to approve the Project;and
WHEREAS, it is deemed necessary and advisable that this resolution be adopted; NOW,
n� THEREFORE,
• THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION.L That the Bond Resolution adopted by the Issuer authorizing the execution
of the Loan Agreement and authorizing the sale of the Bonds, in substantially the form and sub-
stance attached to this resolution and made a part hereof for all purposes, is hereby specifically
approved, and the Bonds may be issued as provided for therein.
• O •
SECTION 11. That the Loan Agmement, in substantially the form and substance as at-
tached to the Bond Resolution and made a pan hereof and thereof for all purposes, is hereby ap-
proved, and the Bonds in the maximum pnnc,pal amount of 52,500,000 may be issued pursuant
thereto for the purpose of financing the cost of acquiring, constructing, or equipping or causing
to be acquired constructed or equipped the Project as defined and described therein, which Proj-
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ect was and is in compliance with the Act and the rules promulgate! thereunder by the Texas
Department of Economic Development and said Project is hereby approved.
SECTION III. That the City Council approves the issuance of the aforesaid Bonds in the
maximum aggregate amount of$2,500,000 for the Company, and further approves the Project as
described in the aforesaid Loan Agreement, and such approvals shall be solely for the purposes
of Section 141(f) of the Internal Revenue Code of 1986, as ara-nded. and the Unit shall have no
liabilities for the payment of the Bonds, nor shall any of its assets be pledged to the payrneni of
y the Bonds,nor shall the Bonds constitute a debt or general obligation of the Unit.
SECTION IV. That this resolution shall become effective immediately upon its passage C -
and approval.
y PASSED AND APPROVED this the day of ' 1998. < ,
JACK MILLER,MAYOR
(
ATTEST:
JENNIFER WALTERS,CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY,CITY ATTORNEY
,
BY:
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RESOLUTION
i' AUTHORIZING THE ISSUANCE OF
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY
REVENUE BONDS(MAYDAY MANUFACTURINO COMPANY,INC.PROJECT)SERIES 1998
AND THE EXECUTION OF `
A LOAN AGREEMENT
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TABLE OF CONTENTS
(The Table of Contents is not a Part of the Rcsoiution but is for convenience of reference only) +
PAGE i
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Title
Recitals
Resolution
SECTION 1. DESIGNATION,AMOUNT,AND PURPOSE OF THE BONDS
SECTION 2. DATE,DESNOMINATION,NUMBERS,AND MATURITIES OF
THE BONDS
SECTION 3. INTEREST ON THE BONDS
SECTION 4. GENERAL CHARACTERISTICS
(a) In General
(b) Registration Books
(c) Payment of Registered Omer
(d) Notation of Prepayment
SECTION S. FORMS OF BOND
SECTION 6. PLEDGE
SECTION 7. DEBT SERVICE FUND I
(a) Establishnmt of Debt Service Fund
(b) Accrued Interest
(c) Installrnertt Loan Payments
(d) Redemptwn
(e) Payments from Debt Service Fund
• (f) Investment of Fund
(g) Immediately Available Funds
SECTION 8. THE USER'S PAYMENTS
(a) Unconditional Obligation
(b) Prepayments
SECTION . 9. ADDITIONAL BONDS
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SECTION 10. SPECIAL COVENANTS
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(a) Installment Loan Payments Pledged to Bond Only
(b) Non-Encumbrance
Cc) Performance by Issuer
(d) Certain Modifications Prchbitcd
SECTION 11. BOND IS A SPECIAL OBLIGATION
SECTION 12. AMENDMENTS
(a) Without Consent of Bondholder
(b) With Consent of Bondholder
(c) Effect of Consents
(d) Notation On or Exchange of Bonds
(e) User Consent Required
(Q Notice to Bondholder
SECTION 13, AMENDMENT OF AGREEMENT
(a) Without Consent of Bondholder
(b) with Consent of Bondholder
SECTION 14. ESTABLISHMENT OF CONSTRUCTION FUND
(a) Payments into Construction Fund,Disbursements
(b) Investment of Money in Construction Fund
Cc) Reliance by Paying Agent
SECTION IS. SURPLUS CONSTRUCTION FUNDS
(a) Disposition of Surplus Funds i
(b) Disposition of Construction Fund upon Acceleration
and Redemption
SECTION 16. DAMAGED,MUTILATED,LOST,STOLEN,OR DESTROYED
BONDS
(a) Replacement Bond
(b) Application for Substitute Bond
(c) No Default Occurred
(d) Charge for Issuing Substitute Bond
Cc) Authority for Issuing Substitute Bonds
SECTION 17. REBATE FUND
a •
SECTION 18. SALE OF THE BONDS
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SECTION 19. EVENTS OF DEFAULT
(a) Events of Default
ti (b) Declaration of Principal and Interest Due
(c) Application of Moneys
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SECTION 20. LOAN AGREEMENT
SECTION 21. THE PROtECT
SECTION 22, FINDINGS
SECTION 23. TAX-EXEMPT STATUS OF BONDS
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RESOLUTION AUTHORIZING THE ISSUANCE OF
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY
REVENUE BONDS(MAYDAY MANUFACTURING COMPANY,INC PROJECT)
SERIES 1998,AND THE EXECUTION OF A LOAN AGREEMENT
THE STATE OF TEXAS
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY
WHEREAS,the City of Denton Industrial Development Authority(the"Issuer") is authorized under the
Development Corporation Act of 1979,as amended, Article S 190.6 V.A.T,C S, (the"Act"), to issue its revenue
bonds for the purpose of providing financing for a "project" located within the Issuer as therein defined;and
WHEREAS,Mayday Manufacturing Company,Inc.,a Texas corporation(the"Company"),proposes
to fuutnrce the cost of acquiring equipment for its manufacturing facility located in the City of Denton,Texas(the
"Project")and to finance the cost of the Project through the issuance by the Issuer of its herei uilicr defined
Bonds;and
WHEREAS,the Issuer has duly entered into a Loan Agreement(the "Agreement")with the Company
specifying the terns and conditions of such financing the loaning of the proceeds of its Revenue Bonds(Mayday
Manufacturing Company, Inc. Project)Series 1998 (the "Bonds")to the Company for such purpose and the
repayment by the Company of such loan;and
WHEREAS, it has been determined that the amount necessary to finance the Project will require the '
issuance,sale and delivery of the Issuer's Bonds in the aggregate principal amount of$2,500,000 as hereinafter
provided,
WHEREAS,as provided in the Agreement,the User will agree and acknowledge that the Bonds,when
issued,sold,and delivered as provided in this Bond Resolution,will be issued in accordance and compliance with
the Agreement,and that,upon,the issuance,sale,and delivery of the Bonds, the User will be unconditionally
obligated to the Issuer and Brown Brother Trust Company(the"Paying Agent")to make or pay,or cause to be
made or paid,without set-off,recoupment,or counterdsint,to the Paying Agent the"Installment Loan Payments"
required by the Agreement and by Ibis Bond Resolution in amounts sufficient to pay the principal of,redemption I
premium,if any,and interest on the Bonds,when due,agreed liquidated damages,if any,all fees and expenses
of the Paying Agent and Registrar for the Bonds,and all other amounts required to be paid by the Agreement and
this Bond Resolution, all as hereinafter set forth;and
WHEREAS,forpurposes of this Bond Resolution,the&finitions of tenns in the Agreement are hereby
adopted,and the terms given herein shall have the same meanings is such tears are given in said Agreement
unless a djfferenI meaning is given herein
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CITY OF DENTON
INDUSTRIAL DEVELOPMENT AUTHORITY THAT:
Section I. DESIGNATION, AMOUNT, AND PURPOSE OF THE BONDS The Issuer's bonds
designated and to be known as CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY
REVENUE BONDS (MAYDAY MANUFACTURING COMPANY,INC. PROJECT)SERIES 1998A and O f
SERIFS 19988(the"Bands")we hereby authorized to be issued in the aggregate principal unount of$750,000
and S1,730,000, respectively,on behalf of fire City of Denton, Texu TO PAY PART OF THE COST OF
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ACQUIRING,CONSTRUCTING AND EQUIPPING OR CAUSING TO BE ACQUIRED,CONSTRUCTED
OR EQUIPPED A MANUFACTURING FACILITY IN THE CITY OF DENTON, TEV S,FOR MAYDAY
MANUFACTURING COMPANY, INC. (THE "USER") FOR THE SPECIFIC PURPOSE OF
MANUFACTURING CLOSE TOLERANCE STRUCTURAL MACHINING COMPONENTS FOR USE IN
THE AEROSPACE INDUSTRY.
Section 2. DATE, DENOMINATION,NUMBERS, AND MATURITIES OF THE BONDS. The
Bonds initially authorized hereby shall be dated May I, 1998,shall be issued and delivered in the form of two
fully registered bonds,without coupons,payable in installments to the registered owners thereof,or registered
assigns,all in the mariner hereinafter provided,with the Bonds to be numbered AR.1 and BR-1,respectively,in
the denominations and principal amounts of$750,000 and S I?50,000,respectively,initially payable to Brown
Brothers Human de Co,with the principal of said Bonds to be payable on the dates and in the amounts as set
forth in the FORMS OF BOND in Section S.
Section 3. INTEREST ON THE BONDS The Bonds initially authorized hereby shall bear interest on
the unpaid balance of the principal amount cheroot from the date of delivery to the initial purchaser thereof(which
date shall be indicated by the Paying Agent in the Delivery Certificate appearing on each Bond)to the scheduled
due date,or date of prepayment or redemption prior to the scheduled due date,of the principal installments of
the Bonds,at the rates set forth in the FORMS OF BOND set forth in Section S. The interest shall be calculated
and payable on the dates and in the manner provided in the FORMS OF BOND set forth in Section S,
Section 4, GENERAL CHARACTERISTICS. (a)In General. The Bonds initially authorized hereby
shall be issued,shall be payable,may or shall be prepaid or redeemed prior to the scheduled principal installment `
payment dates,may be tramrcrTed and assigned,shall have the characteristics,and shall be signed and executed
(and the Bands shall be scaled),all as provided,and in the manner indicated,in the FORMS OF BOND set forth
in Section S. After the Bonds have been authorised to be issued by the Board of Directors of the Issuer,and prior
to the delivery of the Bonds,the Comptroller of Public Accounts shall execute the Comptroller's Registration
Certificate as provided in Section 5. In addition,on the date of delivery of the Bond to the initial purchaser
thereof,the Paying Agent shall fill in the sate of delivery of the Bonds in the Delivery Certificate appearing on
each Bond as provided in Section S.
(b) Registration Books. The Issuer shall keep or cause to be kept at the principal office of the
Paying Agent books for the registration and transfer of the Bond(the"Bond Registration Books")and the Issuer
hereby appoints:he Paying Agent as its registrar and transrer agent(the"Registrar") to keep such books and
make such registrations and transfers under such reasonable regulations as the Issuer or the Registrar may
prescribe,and the Registrar will register or transfer as herein provided,the Bonds upon presentation thereof at
such office The User and each Bondholder shall have the right to inspect such Bond Registration Books during
the normal business hours of and aUr reasonable notice to the Paying Agent
Registration of any Band may be transferred(in whole,not in part)only on the Bond Registration Books
upon surrender thereof by the registered owner in person or by his duly authorized attorney,by proper written
instrument of transfer, in the form and with guaranty of signatures satisfactory to the Registrar,duly executed
by such owner or attorney. Upon such surrender for transfer of registration,the Registrar shall make notation
of such truster rot such Bond in the assignment section appearing thereon and in the Bond Registration Books.
• Such transfers of registration shall be made without charge to the owner of such Bond,but any taxes or other O '
governmental charges required to be paid with respect to the same shall be paid by the Bondholder requesting
such transfer of registration, as a condition precedent to the exercise of such pri vilege.
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The Paying Agent shall not be.required to make transfers of any Bond within ten(l0)days prior to an
interest payment date or redemption date or subsequent to the date of mailing of notice of redemption of such
Bond or it portion thereof,anything in such Bond to the contra,),notwithstanding.
(c) Payment to Revisterod Owner. The person in whose name any Bond shall be registered on the
Bond Registration Books may be deemed and treated as the absolute owner thereof for all purposes of this Bond
Resolution whether or not such Bond shal I be overdue,and the Issuer,the Paying Agent,the User,and shall not
be affected by any notice to the contrary;and payment of,or on account of,the principal of,premium, if any,
agreed liquidated damages,if any, and interest on any such Bond shall be made only to such registered owner
thereof;but such registration may be changed as provided herein All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
(d) Notation of Prwo ment. The Issuer hereby appoints Brown Brotbers Trust Company,New
York,New York,as the Paying Agent for the Bond, Upon the prepayment or partial redemption of any Bond,
the Registrar and Paying Agent,shall note in the Prepayment Record appearing on such Bond the amount of such
prepayment or redemption,the date said payment was made and the remaining unpaid principal balance of said
Bond and shall then have said entry signed by an authorized official of the Paying Agent. 1 he Paying Agent shcl I
also record such information in the Bond Registration Books,and the Paying Agent shall also record in the Bond
Registration Books all payments of principal installments on the Bond when made on their respective due dates
Section 5. FORMS OF BOND. The forms of each Bond, together with the forms of the various
certificates and fortes to appear on each Bond,shall be,respectively,substantially as follows,with necessary and
appropriate variations,omissions,and insertions as permitted or required by this Bond Resolution:
FORM OF SERIES 1998A BOND
NO AR-1 $750,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY
REVENUE BOND
(MAYDAY MANUFACTURING COMPANY, INC. PROJECT)
SERIES 1998A
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY(the"Issuer"),being a nonstock,
nonprofit developmenl corporation organized and existing under the laws of the State of Texas, including
particularlythe Development Corporation Act of 1979,as amended,Article 5190.6 V.A.T.C.S.(the"Act"),and
acting on bdAWof the City of Demons,Texas,hereby promises to pay to•
or its registered assigns,the aggregate principal amount of
SEVEN HUNDRED FIFTY THOUSAND DOLLARS
• in installments on the dates and in the amounts hereinafter described, and to pay interest thereon,from the date
of debvay hereof(which date appears in the Delivery Certificate endorsed on this Boad),on the balance of said C
principal amount from time to time remaining unpaid,at a rate per annum established in accordance with the
leans of this Bond set forth below(provided that such principal and interest are payable Welly from the aottrces
and in the manner hereinafter described,and solely as authorized and provided in the Act).
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Definition
The following terms are defined as follows:
"Agreement"means the Loan Agreement dated as of May 1, 1998 between the Issuer and the User
"Applicable Percentage" means percent (`_%), provided that the Applicable
Percentage may be adjusted by the Owner(i)to offset any decrease in net interest income allocable to this Bond
due to a change in the portion of its interest expense allocable to this Bond that is disallowed as a deduction under
Section 165 of the Code or(ii)to reflect changes in federal marginal tar rates which adversely affect the taxable
equivalent yield on this Bond to the Owner.
"Base Rate"means a fluctuating rate per annum as shall be in effect from time to time,which rate per
annum shall be equal to the rate of interest established by Brown Brothers Harriman& Co, in New York,New
York,from time to time, as its base rate. Each change in the Base Rate shall be effective without notice to the
User, automatically as of the opening of business or the date of such change in the Base Rate.
"Bondholders'Direction" means a written order of the Owner directing the Paying Agent to take some
specific action,
"Bond Counsel"means a firm of nationally recognized attorney's experienced in the firanciug of facilities
through the issuance of tax-exempt bonds under Section 103 of the Code and approved by the Issuer,the
Company and the Paying Agent y
"Code"means the Internal Revrnue Code of 1986,as amended.
"Dctcrminat on of Taxability"means any Notification of Taxability;provided,that,a Determination of
Taxability shall not be deemed to have marred until arty contest thereof has been finally determined unfavorably
to the contentions of the User,or is abandoned,in accordance with the following provisions:
(a) With respect to any Notification of Taxability arising because of an event described in clause
(a)of the definition of that tam contained in this Bong the User,within 20 days after the date of the Notification
of Taxability,may contest or appeal such event by filing and diligently pursuing to conclusion any remedies in
"Judicial or administrative forum permitted by law for challenging the basis for such notification but if no such
forum is IawfA,available,diet no contest exists under this paragraph(a),and at the close of such 20 day period,
a Determination of Taxability shall be domed to have occurred with respect to this Bond.
(b) With respect to any Notification of Taxability described in clause(b)of the deftnidon of that
Lem contayood in this Bond,the User,within 20 days after the date of the Notification of Taxability,may contest
the opinion of Bond Counsel by providing to the Paying Agent and the Owner an opinion of counsel selected by
the User reaching contrary conclusions except if a contrary opinion is not furnished within such period,or if a
contrary opinion is furnished but rejected by the Owner,then such contest shall be deemed conclusively to be
terminated an the date of such failure or rejection,and a Determination of Taxability shall be deemed to have ,
occurred on that date with respect to this be td
(c) With respect to any Notification of Taxability described in clause(c)of the definition of that
term contained in Otis Bond,the Owner or Farmer Owner with respect to which such notification wu given shall
contest or appeal the basis for such notifocation if,within 20 days after the date of the Notification of Taxability,
the Uses
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(i) requests the Omer or Former Owner to contest or appeal the basis for such notification
and specifies the steps and procedures requested to be taken, each of which shall be reasonable and
lawfully available;
(ii) provides indemnification to the Owner or For-err OU hhcr in a manner satisfactory to the
Owner or Former Owner for any liability, costs or losses(othe" than taxes) that may be incurred in
connection with such contest or appeal, including, without 1Lmitation, reasonable attorney's and
accountant's fees and the amount of any interest or penalty that may ultimately be payable as the result
of such contest, together with security for such indemnification satisfactory to the Owner or Former
Owner;
(iii) furnishes an opinion of independent counsel, satisfactory to the Owner or Former
Owner,to the effect that a meritorious basis for such contest or appeal exists;
provided that the Owner or Former Owner, within the sole discretion of the User, shall forego any and all
administrative appeals,proceedings,hearings and conferences with the Internal Revenue Service auditing agent
and either pay the tar claimed and sue for a refund in the appropriate United States District Court of the United
States Court of Claims,or contest the Notification of Taxability in the Tax Court of the United States, and if a
contest is filed in the appropriate United States District Court,Tax Court or the United States Court of Claims
(or if the decision of any such court has been appealed to a higher court) and an unfavorable decision of such
court is rendered,then the Owner or Former Owner agrees to appeal such unfavorable decision only if,within
20 days after the date of ratio to the Uses of such decision,the User shall request that such decision be appealed;
provided further that,so long as the indemnity and security required in paragraph(cxii)above shall continue in i
effect, the Owner or Former Owner will not terminate or settle such contest, appeal or further appeal of an
unfavorable decision without the prior approval of the User, Upon the final conclusion of any such contest or
appeal,or upon the abandonment thereof by the User,a Determination of Taxability shall be deemed to have
occurred with respect to this Bond.
"Eurocurrency Liabilities"shall have the meaning assigned to that term in Regulation D(or any successor �.
thereto)of the Board of Governors of the Federal Resen a System,as in effect from time to time.
"Eurodollar Rate Reserve Percentage"for any LIBOR Interest Period shall mean the reserve percentage
applicable during such LIBOR Interest Period(or if more than one such percenuge shall be so applicable,the
daily average of such percentages for those days in such LIBOR bc,'est Period during which any such percentage
shall be so applicable)under regulations issued from time to tits , by the Board of Govaran of the Federal
Reserve System (or any successor) for determining the maximum reserve requirement (including, without
funitatien,any emergency,supplanmK or odter trurginal reserve requirement)for member banks of the Federal
Reserve System with deposits exceeding $1,000,000,000 with respect to liabilities or assets consisting of or
• including;urucurrency Liabilities having a term equal to such LIBOR Interest Period.
"Even,of Taxability"nicarts arty event,act or omission that has the effect of causing the interest on this
Bard to became includable in the gross income for federal income tax purposes of the Owner any Former Owner
other than an Owner or Forma Owner who is a"substantial user"of the Project or"related person"thereto,both 4
within the meaning of Section 147 of the Code
• "Floating Rate"means the lesser of(1)the Applicable Percentage of the Base Rate or(2)the Maximum 0 •
Rate.
"Former Owner"means any person w la w as an Owner of this Bond during any Inclusion Period.
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"Inclusion Period"means, with respect to the Owner or any Former Owner,the period(excluding any
period to which any statute of limitations may apply under the Code)beginning on the earliest date from which
interest paid in respect of this Bond(as to which a Determination of Taxability has occurred)is determined to
be includable for federal income tax purposes in the gross income of such Owner or Former Owner (such
determination to be m ode either(a)by the Internal Revenue Sm ice or(b)in an opinion of Bond Counsel)and
ending upon the earlier of the date of transfer,purchase by the User or redemption of this Bond
"Interest Payment Date"means the first day of each calendar month during the term of a LIBOR Interest
Period and the last day of the term of that LIBOR Rate Period. As to any period when this Bond bears interest
at a Floating Rate,Interest Payment Date means the fast day of each calendar month during vhich such rate
applies,and the last day of its application.
"LIBOR Fixed Rate"means,during the applicable LIBOR Interest Period,an interest rate per annum
(calculated on the basis of a 360-day )car)which shall be equal to the lesser of(a)the quotient obtained by
ditiding(i)the LIBOR Rate by(ii) a percentage equal to 100°/a minus the Eurodollar Rate Reserve Percentage
for such Period;or(b)the Maximum Rate. Each determination by the Paying Agent or the Owner of the LIBOR
Fixed Rate shall be conclusive absent manifest error,
"LIBOR Interest Period"means the period of time commencing on the expiration date of the immediately
preceding LIBOR Interest Period, and ending on the effective date of any rate change or rate continuation
pursuant to a Notice of Interest Period Change subject to the early termination provisions hereof; provided
howc%er,that(i)arry LIBOR Interest Period which would otherwise end on a day which is not a business dsy shall
be extended to the next succeeding business day unless such business day falls in another calendar month,in
which case such LIBOR Interest Period shall end on the next preceding business day, (ii)each LIBOR Interest
Period shall be one,two,three,or six calendar months in length,or be of such other length as the User and the
Owner may mutually agree, and(iii)a LIBOR Interest Period may not be selected for any period if such period
would terminate later than the maturity date ofthe Bonds.
"LIBOR Rate"during each applicable LIBOR Inwat Period means LIBOR(London Interbank Offered
Rate)os published in The Wall Street Journal(the"Reported Rate")two business days prior to the first day of
such LIBOR Interest Period for a period equal to such LIBOR Interest Period. If The Wall Street Journal(i)
publishes more than one Reported Rate, the higher or highest of such rates shall apply,or (ii)publishes a
retraction or correction of any Reported Rate,the corrected rate reported in such retraction a correction shall
apply. If the Reported Rate is no longer published,the term "LIBOR Rate"shall mean a rate determined on the
basis of the offered rates for deposits in U.S. Dollars for a period equal to such LIBOR Interest Period which
appear on the display page designated"LIBO Page"on the Reuter Monitor Money Rates Service(or such other
page as may replace that page on that service for the purpose of displaying rates or prices comparable to the
LIBOR Rate)(the"Reuters Scrap LIBO Page")as of 1 1,00 a.m. (New Yak time)two business days prior to
theft(]it)dry of such LIBOR Interest Period. If two or more rata appeu on Ore Reuters Screen LIBO Page,
the rate for that date will be arithmetic mean of such rates.
"Maximum Rau"means a "net effective interest rare" (as defined card calculated in accordance with
Article 717k•2,Vernon's Texas Civil Statutes)off Ran percent.
"Notification of i axabaity"means the occurrence of any of the following:
(a) The User is advised by the Commissioner or any District Director of the Internal Revenue
Service,or the User advises the Paying Agent,the Owner or any Fortner Owner,that an Event of Taxability has
occurred.
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(b) The User is advised by the Paying Agent,the Owner or any Former Nner that,in the opinion
of Bond Counsel,an Event of Taxability has occurred
(c) The User receives notice from the Issuer,the Paying Agent,the Owner or any Former Owner
that any such party has been advised that the Internal Revenue Service has assessed as includable in the gross
Income of the Owner or anv Former Owner any interest on ti,is Bond due to the occurrence of an Event of
Taxability.
"Owna"means the registered owner of this Bond as shown in the bond registration books maintained
by the Paying Agent as registrar.
"Taxability Premium"means a premium that becomes payable to the Owner and any Former Owner of
the Bond during the Inclusion Period upon a Determination of Taxability,as liquidated damages for loss of a
bargain and not as a penalty,which premium shall be:
(a) an increase in the rate of interest on the principal balance of this Bond outstanding to a rate equal
to the Base Rate plus one percent, plus
(b) the amount of any interest or penalties that are payable by the Owner and any Former Owner
in connection with the Determination of Taxability;plus
(c) the reasonable costs and expenses incurred by the Owner or any Former Owner in connection
with the Determination of Taxability and any other expenses for which the User is responsible under the
Agreement.
"User"means Mayday Manufacturing Company,Inc., a Texas corporation,and its permitted successors
and assigns under the Agreement
Pm neat of Principal
The principal amount of this Bond shall be paid in monthly installments on the dates and in the amounts
set forth in Schedule A to this Bond.
Wermination of Interest Rate on this Bond
(a) For purposes ordetcmining the basis of the rate of interest that accrues on the principal of this
Bond(including whether such interest is besed on LIBOR or the Base Rate,and the length of the LIBOR Rate
Penods),the following procedure shall be followed:
The outstanding principal arnount of this Bond shall bear interest at the LIBOR Fixed Rate for an initial
LIBOR Interest Period or one(I)month ending on May 31, 1498. From time to time the User may cause this
Bond to bear interest at the LIBOR Fixed Rate for LIBOR Interest Periods as more parrkularly described below.
Each such rate change shall be made upon prior notice from the User to the Paying Agent and the Owner(the
"Notice of Interest Period Change")delivered to the Paying Agent and the Owner not Iater than i I:00 a m.(New
York time)on the second business day prior to the last day or the then-effective LIBOR Interest Period(or,if the
LIBOR Fixed Rate does not apply,delivered to the Paying Agem and the Owrra nix later than I I kO a.m.(New •
t fork time)on the second business day prior to the commencement of the LIBOR Interest Period identified in that
tyl Notice) Each Notice of interest Period Change shall be irrevocable and shall specify the LIBOR Interest Period
to become applicable at the end of the th ri-expiring LIBOR interest Pend. The User may give the Paying Agent
and the Owner telephonic notice ty the required time of any proposed rate change for this Bond;provided that
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such telephonic notice shall be confirmed in writing by delivery to the Paying Agent and the Owner promptly(but
in no o crit later than the effective date of the rate change). Neither the Paying Agent nor the Owner shall incur
any liability to the User in acting upon any telephonic notice referred to above which the Paying Agent or the
Owner believes in good faith to have been given by the User,or for otherwise acting in good faith in connection
herewith. If the User shall have failed to properly deliver a Notice of Interest Period Change specifying a
continuation or conversion pursuant to this Borg the User shall be deemed to have elected a new LIBOR Interest
Period of the same duration as the LIBOR Interest Period so expiring.
(b) Any amount of principal or interest on this Bond that is not paid when due(whether at stated
maturity,by acceleration orothenvise)shall,to the extent permitted by applicable law,bear interest at a rate per
annum equal to the lesser or(i)2%above the Base Rate or(ii)the Maximum Rate.
(c) If the Owner in good faith determines(which determ nation shall be conclusive)that neither of
dme sources for determining the LIBOR Rate is publishing a LIBOR Rate that would apply to a LIBOR Interest
Penod,them the Owner will A rmolify the User and the Paying Agent. The LIBOR Fixed Rate shall not apply on
such date or at any time theraafrcr until such time thereafter as the User receives notice from the Owner that the
circumstances giving rise to such determination no longer apply, If such circumstances apply,this Bond shall
bear interest at the Floating Rate commencing on the date on which the LIBOR Fixed Rate oases to apply,and
continuing until the User shall have delivered to the Paying Agent and the Owner a Notice of Interest Period
Change after the User has received notice from the Owner referred to in the preceding sentence.
(d) Anything in this Bond to the contrary notwithstanding, if at any time the O%cw in good faith
determines(which determination shall be conclusive)that the introduction of or any change in any applicable law, `
rule or regulation or any change in the interpretation or administration thereof by any goverrunental or other
regulatory authority charged with the interpretation or administration thereof shall make it unlawful for the Owner
(or the Paying Agent)to maintain or fund any portion of the principal amount at the LIBOR Fixed Rate, the
Owner shall give notice thereof to the User and the Paying Agent. Upon such dale as shall be specified in such
notice the LIBOR Rate Period shall end and the Floating Rate shall commence to apply in Iieu of the LIBOR
Fixed Rau and shall continue to apply unless and until the Owner notifies the User that such illegality no longer
exists,and the User thereafter provides a new Notice of Interest Period Change. No more than five(S)business
days after the date specifed in such notice,the User shall pay to the Owner(x)accrued and unpaid interest at the
LIBOR Fixed Rate in effect at the time of such scoria to but not including such specified date R1Pd (y)such
amount or amounts(to time extent that such amount or amounts would not b.usurious under applicable law)as
may be necessary to compensate the O%=for arty direct or indirect costs and losses incurred by it,but otherwise
without penalty. If notice has been given by the Owner pursuant to the foregoing provisions,then,unless and
until the Owner notifies the User that the circumstances giving rise to such notice no longer apply,such LIBOR
Fixed Rate shall not again apply to this Bond and the obligation of the Owner to continue to offer the LIBOR
Fired Rate shall be suspended. Any such claim by the Owner for compensation under clause(y)above shall be
• suarnpuipel by a certificate setting forth the computation upon which such claim is based,and such certificate
shall be conclusive and binding for all purposes,absent manifest error.
(e) THE USER WILL PAY AND INDEMNIFY THE OWNER AGAINST,AND REIMBURSE
THE OWNER ON DE!AAND FOR,ANY LOSS(INCLUDING LOSS OF REASONABLY ANTICIPATED
PROFITS DETERMINED USING REASONABLE ATTRIBUTION AND ALLOCATION METHODS), OR
• REASONABLE COST OR EXPENSE INCURRED OR SUSTAINED BY THE OWNER (INCLUDING,
WITHOUT LNITATION,ANY LOSS OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION O •
OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY THE OWNER TO FUND OR
ya MAINTAIN THE PRINCIPAL AMOUNT OF THIS BOND AT THE LIBOk FIXED RATE)AS A RESULT
OF ANY PAYMENT OR REPAYMENT(WHETHER AUTHORIZED OR REQUIRED HEREUNDER CR
OTIIERWISF.)OF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND AT THE LIBOR
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FIXED RATE ON A DAY OTHER THAN THE EXPIRATION DATE OF A LIBOR RATE PERIOD, TO
DEMAND ANY SUCH PAYMENT THE OWNER SHALL DELIVER TO THE USER A STATEMENT
REASONABLY SETTING FORTH THE AMOUNT AND MANNER OF DETERMINING SUCH LOSS,
COST OR EXPENSE. THE FACTS SET FORTH IN SUCH STATEMENT SHALL BE CONCLUSIVE AND ,
BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR. IN CONNECTION HEREWITH THE
OWNER SHALL NOT BE REQUIRED TO PROVE THAT IT ACTUALLY FUNDED ANY OF THE
PRINCIPAL AMOUNT OF THIS BOND AT THE LIBOR FIXED RATE, IN WHOLE OR IN PART,WITH
MATCHING DEPOSITS IN DOLLARS,ACQUIRED BY THE OWNER FROM A PRIME BANK IN THE
APPLICABLE EUROCURRENCY INTERBANK MARKET,IRRESPECTIVE OF WHETHER THE OWNER
HAS ANY SUCH DEPOSITS.
A certificate of the Owner setting forth such amount or amounts as shall be necessary,to compensate the
Owner as specified in paragraph(e)above shall be delivered as soon as practicable to the User (with a copy
thereof to the Paying Agent) and to the extent determined in accordance with paragraph (e) above shall be
conclusive and binding,absent manifest error. The User shall pay the Owner the amount shown as due on any
such certificate within fifteen(I5)days after the Owner delivers such certificate. In preparing such certificate,
the Owner may employ such assumptions and allocations(consistently applied with respect to advances made
by the Owner or commitments by the Chimer to make advances)of costs and expenses as it shall in good faith
dean reasonable and may use any reasonable averaging and attribution method(consistently applied with respect
to advances made by the Owner or commitments by the Owner to make advances).
(f) The interest rate on this Band shall be increased as of the effective date of any change in law that
(i)changes the portion of the Owner's interest expense allocable to this Bond that is disallowed as a deduction I
under Section I63 of the Internal Revenue Code of 1986, as amended, or(ii) adversely affects the taxable
equivalent yield of this Bot,d to the Owner,or as soon thereafter as is practical by an amount sufficient to
maintain the yield on this Bond to the Owner as though such change in the law had not occurred if,not later than
QK 60th day after the effective date of such change in the law,the Owner provides the Paying Agent and the User
with.
(A) a certi fixate of an authorized representative of the Owner to the effa i that
(1) a change in the law had adversely affected the yield on this Bond to the Owner,
and
(2) specifying the date such change took effect;and
(B) a eatificate of the Owner thereof stating the amount of the increase in the interest rate
necessary to main'sin the yield as above provided
(g) All payments on account of the principal of and interest on this Bond and all other amatnts
payable by the User to the Paying Agent or the Owner hereunder shall be made free and clear of and without
reduction by reason of any tar levy,impost or charge of any nature imposed by a taxing authority(except swh
taxes as are mc&qaod by the overall net income of the User by the jurisdiction in which the Owner's lending office
is located,all of which will be for the account of the User and paid when due by such User).
• 0,) Interest shall cease to accrue on payments of principal,premium,if any, and interest on this • •
Bond beyrond their due dates and to the extent that the Paying Agent(hereinafter defired)has received funds for
the timely payment thereof in accordance with the Agreement and the Bond Resolut .
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(i) In to event shall the interest charged,contracted for or received on this Bond,together with all I
other costs and considerations that constitute interest under applicable law, exceed the maximum amount
permitted thereunder with respect thereto. If interest would otherwise be payable to the Owner in excess of the
maximum lawful amount,the interest payable to the Owner shall be reduced to the maximum amount permitted
under applicable law,and,if the Owner shall receive anything of value deemed interest by appliable law in `
excess of the maximum Lawful amount,an amount equal to any excessive interest shall be applied to the reduction
of the principal thereof,or,if such excess exceeds the outstanding principal balance thereof,then such excess
shall be refunded to the Paying Agent for the return to the User(hereinafter defined). All sums paid or agreed
to be paid to the Owner for the use,farebea ma or detention of the indebtedness evil raced thereby,to the extent
permitted by law,shell be amortized,prorated,allocated and spread throughout the full term of this Bond.
(j) Notwithstanding the foregoing, under no circumstances shall arty payment be required in
connection with this Bond if such payment would cause interest on this Bond to exceed the Maximum Rate.
Redemption Provisions
The principal installments of this Bond arc subject to prepayment and redemp0on only as follows:
Surplus Construcrlon Fund Redemption. On any Interest Payment Date, the unpaid principal
installments of this Bond are subject to prepayment or redemption,and may be prepaid or redeemed prior to the
scheduled due dates by the Issuer at the direction of the User,in inverse chronological order of their scheduled
due data(in amounta not less than all of an unpaid principal installmem),at a prepayment of rederption prize
equal to the principal amount thereof to be prepaid or redeemed plus accrued interest then on to the date of
prepayment or redemption, with and to the extent of any surplus funds remaining in the Construction Fund
(created by the Bond Resolution)alter the completion of the Project,as provided end required by Section 15 of
the Bond Resolution.
i
Mandarory Redemption Upon Dererminarlon oframbt n . This Bond shall be redeemed by the Istues
before its scheduled maturity in whole on the text Enteral Payment Date following the date that the Paying Agent
receives written notice from the Owner,any Former Owner or the User of the otxurreacc of a Doerminstioa of
Taxability,at a price equal to the outstanding principal amount thereof plus accrued interest to the redemption
date.
In the event of a Determination of Taxability,the Owner and arty Former Owner shall be entitled to
payment from the User of the Taxability Premium.
Mandatory Redemption upon direction of Owner, tie principal installments of this Bond shall be
redeemed before their scheduled due dates in whole or in part by the Issuer at the option of the Owner after
• written botice given by the Owner to the User stating the following:
(a) the date of such redemption,which date must be an.nWat Paymmt Date occurring
{ no less thins 90 days after the date of such notice and at least one year after the Delivery
Date of this Bond; I
(b) the principal amount to be redeemed.
• • •
Order ofParrlal Re�pp�. In the event that less Than the entire amount of the atbtartdirt6 PrinuP�
1 inswInterw of this Bond is to be prepaid and redeemod,the principal installrrtatts being prepaid shat)be applied
�sdr in inverse order of the due data of the outstanding principal installments of this Bond,
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Nodre ofRedemprion by Pa yin A enr. The Paying Agent shall give notice by any reasonable means
that the principal installments of this Bond hart been called for prepayment and redemption, stating the
redemption price and the redemption date that the principal installments of this Bond ceases to beat interest from
and after the redemption date if due provision for the timely payment of the redemption price is made. Such
noitce shall be given by first class mail no Iess than IS days prior to the redemption date. Any defect in the
redemption notice given by the Paying Agent shall not affect the validity of any proceedings for the prepayment
and redemption of the principal installments of this Bond.
General Provisions
The principal of and interest on this Bond shall be payable in lawful money of the United States of
America, without exchange or collection charges, Payments of principal and interest shall be made to the
registered owner in immediately available funds by Brown Brothers Trust Company(the "Paying Agent"and
"Registrar" rrr this Bond)or its successor; provided that in the altemative such payment may be made by any
other method requested in writing by the registered owner,subject :o the approval of the Paying Agent. The final
payment of principal on this Bond shall be paid only upon surrender of this Bond to the Paying Agent for
cancellation. Any prepayment or rodernption of any principal installments of this Bond shall be mede only upon
presentation of this Bond to the Paying Agent,who shall make notation of such prepayment or redemption in the
Prepayment Record endorsed hereon.
This Bond is dated as of May 1, 1998 and was authorized and issued in the aggregate principal amount
of$750,000 pursuant to a resolution adopted by the Board of Directors of the Issuer(din."Bond Res elution")on
behalf of the City of Denton, Texas TO PAY PART OF THE COST OF ACQUIRING,CONSTRUCTING
AND EQUIPPING OR C •WSING TO BE ACQUIRED, CONSTRUCTED OR EQUIPPED A
MANUFACTURING FACT li'Y E1 THE CITY OF DENTON, TEXAS, FOR MAYDAY
MANUFACTURING COMPANY. INC, (THE "USER") FOR THE SPECIFIC PURPOSE
MANUFACTURING CLOSE TOLERANCE STRUCTURAL MACHINING COMPONENTS FOR USE IN
THE AEROSPACE fNE"JSTRY.
This Bond is issued contempc•aneously with the Issuers S1,730,000 principal amount Revenue Bond
(Ma)day Manufacturing Company,Inc Project)Senes 1998B,whcih was authorized and issued under the Bond
Resolution,
It is hereby certified and covena.eted that this Bond has been duly and validly ruthuized,issued,and
delivered;that all acts,conditions, and things required or proper to be performed,exist,and be done precedent
to or in the authorization, issr ante, and delivery of this Bond have beer, iormed,existed, and been done in
accordance with law;that this Bond is a special revenue obligation of the Issuer,and that the principal of and
interest on this Bond are payable from and secured by a first lien on and pledge of the payments designated as
"Installmept loan Payments"to be made or paid,or caused to be made or paid,to the Paying Agent, pursuant
to the Bond Resolution and the Agreement. The User is unconditionally obligated to make or pay,or cause to
be made or paid,without set-off,recoupment,or counterclaim,to the Paying Agent each such Installment Loan
Payment for deposit into the Debt Service Fund creatert for the benefit ofthe owners of the Bonds by the Bond
Resolution,in aggregate am.runis sufficient to pay and redeem,and provide for the payment and redemption of,
the principal of and interest on this Bond,and to pay all other amounts required by the Agreement and the Bond
Resolution when due,subject to and as required by the provisions of the Agrecment and the Bond Resolution. Q -
In case an "Event of Defauln",as defined in the Bond Resolution,shall occur,the unpaid principal
installments of this Bond may be declared to be due and payable immediately upon the conditions and in the
maruer presided in the Bond Resolution. Reference is hereby made to the Bond Resolution and the Agreement
for additional provisions with respert to the nature and extent of the security,the rights,duties,and obligations
19
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of the User,the Issuer,the Paying Agent,and the owner of this Bond,the terms upon which this Bond is issued
and secured,and the modification of any of the foregoing.
The Issuer has reaved u:'right to acre d the Bond Resolution as provided therein;and under some(but
not all)circumstances amendments thereto must be approved by the owners of 1007. in aggregate principal
amount of the Bonds then outstanding. f
The Owner hereof shall never have the right to demand payment of this obligation out of any funds raised
or to be raised by taxation or from any source whoLoever except the payments and amounts described in this
Bond, the Bond Resolution and the Agreement. Except for the lien on and the assignment and pledge of such
propC7b,payments,and amounts,no property of the Issue is encumbered by any lien or security interest for the
benefit of the owna of this Bond. Neither the State of Texas,the City of Denton,Texts,not any other political
corporation, subdivision, or agency of the State of Texas, not the Board of Directors of the Issuer, either
individually or collectively,shall be obligated to pay the principal of this Bond, any premium or payment with
respect to this Band,or the interest hereon; and neither the faith and credit,nor the taxing power,of the State of
Texas, the City of Denton,Texas,nor any other political corp(ration,subdivision,or agency of the State of
Texas, is pledged to the pa)menl of the principal of this Bond,any premium or payment with respect to this
Bond,or the interest hereon.
Tlds Bund may be assigned and shall be transferred only on the Bond Registration Books of the Issues
kept by the Paying Agent,as Registrar,upon the terms and conditions set forth in the Bond Resolution and the
Assignment provisions endorsed hereon. Such transfers shall be without a pease to the owner hereof,but any
taxes or other governmental charges required to be paid with respect to the same shall be paid by the owner
requesting such transfer as a condition precedent to the exercise of such privilege. The Paying Agent shall not
be required to make transfers of this Bond within tan(10)days prior to an intact payment date or prepayment
or redemption data or subsequent to the date of mailing of notice of prepayment or redemption of any principal
installments or this Bond, anything in this Bond to the contrary notwithstanding. The registered owner of this
Bond may be cleaned and treated by the Issuer,the Paying Agent and the User as the absolute owner hereof for
all purposes,including payment and discharge of liability upon this Bond to the extent of such payment,and the
Issuer,the Paying Agent,the User,shall not be affected by any notice to the contrary.
E
Thit 3ond shall rat be valid or become obligatory for any purpose or be entitled to any security cc benefit
tender the Bond lirsoiAon until the Comptroller's Registration Certificate heron shall have been signed by the V
Comptroller of Public Accounts and the Delivery Certificate bacon shall have been completed.
IN WITNESS WHEREOF,this Bond has been signed with the manual or facsimile signatures of the
r, , President and the secretary of the Board of Directors of the Issuer,end the official seal of the Issuer her ban duly
impressed,or plead in facsimile,on this Bond.
• ." r j
Secretary, President
Board of Directors Board of Directors
(ISSUER'S SEAL)
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(FORM OF STATE COMPTROLLER'S CERTIFICATE FOR BOND)
I
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER N0.
HEREBY CERTIFYthat there is on file end of record in my office a certificate of the Attorney General {
of the State of Texas to the e9'ect that this bond has been examined by him as required by law,and that he finds
that it has been issued in conform4 with the Constitution and laws of the State of Texas, and that it is a valid
and binding special obligation of the City of Denton Industrial Development Authority and said bond has this
day been registered by me.
WITNESS my signature and seal this
I
Comptroller of Public Accounts of
the State of Texas
(SEAL)
(FORM OF ASSIGNMENT)
For value received,the undersigned hereby sells,assigns and transfer unto _the
within Bond and does here by irrevocably constitute and appoint attorney to tramfer
such Bond on the books kept for registration and trans&r of the within Bond,with full power of substitution in
the premises.
Dated:
NOTE: The signature to this Assignment must correspond with the
name a it appears upon the face of the within Bond in every
particular, without enlargement or alteration or any change
whatsoever.
Signature guaranteed by: ;
Non:: Signatm(s)must be guaranteed by an"eligible guarantor
institution"meeting the requirements of the Paying AgenHRegistrar, I
which mquvarmu include membership or participation in STAMP or
• such other"signature guaranty program"a may be determined by the u
Trustee in addition to or in substitution for STAMP,all in sceadance
€ with the Securities Exchange Act of 1914,as amended.
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FORM OF DELIVERY CERTIFICATE
DELIVERY CERTIFICATE
THIS BOND was delivered to and paid for by the purchaser hereof on "
i
FORM OF PREPAYMENT RECORD
PREPAYMENT RECORD
Date Principal Remaining Name& Title of Signature of
of Prepayment or Principal Authorized Officer Authorized
payment Redemption Bplance . Mekina Entry Officer
FORM OF SERIES 19988 BOND
NO BR•I $1,750,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY
REVENUE BOND
(MAYDAY MANUFACTURINO COMPANY,INC, PROJECT)
SERIES 1998B
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY(the"Issuer"), being a nonstock,
nonprofit development corporation organized and existing under the laws of the State of Texas, including
particularly the Development Corporation Act of 1979,as amended,Article S 190.6 V.A T.C.S.(the "Act'),and
• acting on lleWof the City of Denton,Texas,hereby promises to pay to
or its registered assigns,the aggregate principal amount of
ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS
in installments on the dates and in the amounts bereinaRer described,and to pay interest thereon,from the date
of dehvery hervof(which dote appears in the Delivery Certificate endorsed on this Bond),on the balance of said
• principal amount from time to time remaining unpaid,at a rate per annum established in accordance with the iD •
terms of this Bond set Toth below(provided that such principal end interest an payable solely from the sources
and in the manner hereinafter described,and solely is authorized end provided in the Act).
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Definition
The following terms are defined as follows
"Agreement"means the Loan Agreement dated as of May I, 1998 between the Issuer and the User.
"Applicable Percentage" means percent (_219);_9), provided that the Applicable
Percentage may be adjusted by the Owner(i)to offset any decrease in net interest income allocable to this Bond
due to a change in the portion of its interest expense"=bit to this Bond that is disallowed as a deduction under
Section 165 of the Code or(u)to renect changes in federal marginal tax rates which adversely affect the taxable
equivalent yield on this Bond to the Owner.
"Base Rate' means a fluctuating rate per annum as shall be in effect from time to time,which rate per
annum shall be equal to the rate of interest established by Brown Brothers Harriman&Co. in New York,New
York,from time to time,as its base rate. Each change in the Base Rate shall be effective without notice to the
User, automatically as of the opening of business or the date of such change in the Base Rate.
"Bordholders'Direction"means a written order of the Owner direct mg the Paying Agent to lake some
specific action,
"Bond Counsel"means a firm of nationally recognised attorneys experienced in the financing of facilities
through the issue ice of tax-exempt bonds under Section 103 of the Code and approved by the Issuer, the
Company and the Paying Agent
"Code"means the Internal Revenue Code of 1986, as amended.
"Determination of Taxability"means any Notification of-arability',provided,that,a Determination of
Tax.bility shall not be domed to have occurred until any contest thereof has been finally determined unfavorably
to the contentions of the User,or is abandoned,in accordance with the following provisions: 1
(a) With respect to any Notification of Taxability arising because of an event described in clause
(a)of the definition of that teen contained in this bad,the User,within 20 days after the date of the Notification
of Taxability,may contest or appeal such event by Ming and diiiganily pursuing to conclusion any remedies in
"Judicial or administrative foram pemtitSCd by law fn challenging the basis for such notification but if no such
forum is Icwfid}y available,then no contest exists under this paragraph(a),and at the close of such 20 day period,
a Dote;urination of Taxability shall be deemed to have occurred with respect to this Bond.
(b) With respect to any No' 4cation of Taxability described in clause(b)of the definition of that
term contajned in this Band,the user,wit,un 20 days after the date of the Notification of Taxability,may contest
the opinion of Bond Counsel by providing to the Paying Agent and the Owner an opinion of counsel selected by
the User reaching contrary conclusions except if a contrary opinion is not furnished within such period,or its
contrary opinion is furnished but rejected by the Owner,then such contest shall be domed conclusively to be
terminated on the date of such failure or rejection,and a Determination of Taxebility shall be deemed to have
occurred on that dale with respect to this Bond
r (c) With respect to any Notification of Taxability described in clause(c)of the definition of that
term contained in this Bond,the Owner a Former Owner with respect to which such notification was given shall
contest or appeal the basis for such notification if,within 20 days after the dete of the Notification of Taxability,
the User:
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W requests the Owntt or Former Nner to contest or appeal the basis for such notification
and specifies the steps and procedures requrstcd to be taken,each of which shall be reasonable and
lawfully available;
(ii) provides indemnification to the Owner of Former Owner in a manner satisfactory to the
Owner or Former Owner for a ty liability,costs or losses (other than taxes) that may be incurred in
connection with such contest or appeal, including, without limitation, reasonable -;tomey's and
accountant's fees and the amount of any interest or penalty that may ultimately be payable as the result
or such contest,together with security for such indemnification satisfactory to the Owner or Former
Owner;
(iii) furnishes an opinion of independent counsel, satisfactory to the Owner or Former
Owner,to the effect that a m ri tori ous bas i s for such co n test a appeal exists,
provided that the Owner or Former Owner, within the sole discretion of the User,shall forego any and all
administrative appeals,proceedings,hearings and conferences with the Internal Revenue Service auditing agent
and either pay the tax claimed and sue for a refund in the appropriate United States District Court of the United
States Court of Claims,or contest the Notification of raxobdity in the Tax Court of the United States,and if a
contest is filed in the appropriate United Steles District Court,Tax Court or the United States Court of Claims
(or if the duision of any such court has been appealed to a higher court)and an unfavorable decision of such
court is rendered,then the Owner or Former Owner agrees to appeal such unfavorable decision only ir,within
20 days after the date of notice to the User of such decision,the User shall request that such decision be appealed,
provided further that,so fond as the indemnity and security required in paragraph(cxii) above shall continue in }
effect, the Owner or Former Owner will not terminate or settle such contest,apX&I or further appeal of an
unfavorable decision without the prior approval of the User. Upon the final conclusion of any such contest or
appeal,or upon the abandonment thereof by the User,a Determination of Taxability shall be deemed to have
occurred with respect to this Bond.
"Eurocurrency Liabilities"shall have the meaning assigned to that term in Regulation D(or any successor
thereto)of the Board of Governors of lho Federal Reserve System,as in effect from time to time.
"Eurodollar Rate Reserve Percentage"for any LIBOR interest Period shall mean the reserve percentage
applicable during such LIBOR Interest Period(or if more thr,t one such percentage shall be so applicable,the
daLy average of such percentages for those days in such LIBOR Interest Period during which any such percentage
shall be so applicable) under regulations issued from time to time by the Bomd of Governors of the Federal
Reserve System (or any successor) for deteruning the maximum reserve requirement (including, without
lunitation,ary emergency,suppfatenW,or other marginal reserve requimmrnt)for nwaber banks of the Federal
Reserve System with deposits exceeding$1,000,000,000 with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities having a term equal to such LIBOR Interest Period.
"Evart of Taxability"vacant any event,act or omission that has the effect of causing the interest on this
Bond to becore includable in the gross incerre for federal income tax purposes of the Owner any Former Owner
other than an Owner or Fortner Oo er who is a"substantial user"of the Project or"related person"thereto,both
within the meaning of Section 147 of the Code.
"Floating Rate"means the laser of(1)the Applicable Percentage of the Base Rate or(2)the Maximuum 0
Rate.
"Former Owner"means any person who was an Owner of this Bond during any Inclusion Period.
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"Inclusion Period"means,with respect to the Owner or any Former Owner,the period(excluding any
period to which any statute of limitations may apply under the Code)beginning on the earliest date from which
interest paid in respect of this Bond(as to which a Determination of Taxability has occurred)is determined to
be includable for federal income lax purposes in the gross income of such Owner or Former 0•aner (such
determination to be made either(a)by the Internal Revenue Service or(b)in an opinion of Bond Counsel)and
ending upon the earlier of die date of transfer,purchase by the User or redemption of this Bond,
"Interest Payment Date"meant the fast day of each calendar month during the term of a LIBOR Interest
Period and the last day of the term of that LIBOR Rate Period. As to any period when this Bond bears interest
at a Floating Rate,Interest Payment Date means the first day of each calendar month during which such rate
applies, and the last day of its application.
"LIBOR Fixed Rate"means,during the applicable LIBOR Interest Period,an interest rate per annum
(calculated on the basis ors 360-day)car)which shill be equal to the lesser of(a)the quotient obtained by
dividing(i)the LIBOR Rate by(ii)a percentage equal to 100%minus the Eurodollar Rate Reserve Percentage
for such Period;or(b)the Maximum Rate Each determination by the Paying Agent or the Owner of the LIBOR
Fixed Rate shall be conclusive absent manifest error,
"LIBOR Interest Period"meant the period of time commencing on the expiration date of the immedindy
preceding LIBOR Interest Period, and ending on the effective dale of any rate change or rate continuation
pursuant to a Nol,ce of Interest Period Change subject to the early termination provisions hereof; provided
however,That(i)any LIBOR Interest Period which would otherwise end on a day which is not a business day shall
be extended to the next succeeding business day unless such business day falls in another calendar month, in
which case such LIBOR Interest Period shall end on the next preceding business day,(ii)each LIBOR Interest
Period shall be one,tuo,three,or six calendar months in length,or be of such other length as the User and the
Owner may mutually agree, and(iii)a LIBOR Interest Period may not be selected for any period if such period
would lerminate later than the maturity date of the Bonds.
"LIBOR Rate"during each applicable LIBOR Interest Period means LIBOR(London Interbank Offered
Rate)as published in The Wall Street Journal (the"Reported Rate")two business days prior to the first day of
such LIBOR Interest Period for a penod equal to such LIBOR Interesi Period. If The Wall Street Journal(i)
publishes more than one Reported Rate, the higher or highest of such tales shall apply,or (ii) publishes a
retraction or correctie a of any Reported Rate,the corrected rate reported in such retraction or correction shall
apply. If the Reported Rate is no longer published,the term"LIBOR Rate"shall mean a rate detemilned on the
basis of the offered rates for deposits in U S. Dollars for a period equal to such LIBOR Interest Period which
appear on the display page designated"LIBO Page"on the Realer Monitor Money Rates Service(or such other
page as may replace that page on that service for the purpose of displaying rates or prices comparable to the
LIBOR Rate) (the"Reuters Scrim LIBO Page")as of 1 100 a m.(New York time)two business days prior to
the fast(I y)day of such LIBOR Irdcmt Period if two or more rates appear on the Reuters Screen LIBO Page,
the rate for that dale will be arithmetic mean of such rates.
"Maximum Rate" means a "net effective interest rate"(as defined and calculated in accordance with
Article 717k•2,Vernon's Texas Civil Statutes)of fifteen percent.
• "Notification of Taxability"means the occurrence of any of the following:
0 •
(a) The User is advised by the Commissioner or any Districl Director of the Internal Revenue
spar Service,of the User advises the Paying Agent,the Owner or any Former Owner,that an Event of Taxability has 1
occurred.
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(b) The Uscr is adsisod by the Paying Agent,the Owner or any Former Owner that, in the opinion
of Bond Counsel,an£vent of Taxability has occurred.
(c) The User rccckcs notice from the Issuer,the Paying Agent,the Owner or any Former Owner
that any such parry has been advised that the Internal Revenue Service has assessed as includable in the gross
income of the Owner or any Former Owner any interest on this Bond due to the occurrence of an Event of
Taxability.
"Owns"means the registered owner of this Bond as shown in the bond registration books maintained
by the Paying Agent as registrar
"Taxability Premium"means a premium that becomes payable to the Owner and any Former Owner of
the Bond during the Inclusion Period upon a Determination of Taxability,as liquidated damages for loss of a
bargain and not as a penalty,which premium shall be:
(a) an increase in the rate of interest on the principal balance of this Bind outstanding to a rate equal
to the Base Rate plus one percent; plus
(b) the amount of any interest or penalties that are payable by the Owner and any Former Owner
in connection with the Determination of Taxability;plus
(c) the ressoneble costs and expenses incurred by the Owner or any Former Owner in connection
with the Determination of Taxability and any other expenses for which the User is responsible under the
Agreement.
"User"means Mayday Manufacturing Company,Inc,,a Texas corporation, and its permitted successors
and assigns under the Agreement.
Payment of Principal
The principal amount of this Bond shall be paid on May 1,2018.
Determination of Interest Rate on this Bond
(a) For purposes of determining the basis of the rate of interest that accrues on the principal of this
Bad(including whether such interest is based on LIBOR or the Base Rate,and the length of the LIBOR Rate
Periods),the following procedure shall be followed:
1
O The outstanding principal amount of this Bond shall bear interest at the LIBOR Fixed Rate for an initial
LIBOR Intciest Period of one(1)month ending on May 31, 1999. From time to time the User may cause this
Bond to bear interest m the LIBOR Fixed Rate for LIBOR Interest Periods as more particularly desonbed below.
Each such rate change shall be made upon prior notice from the User to the Paying Agent and the Owner(the
Notice of Interest Period Change")delivered to the Paying Agent and the Owner root later than I I:00 a m. (New
York time)on the second business day prior to the lost day of the theneffective LIBOR Interest Period(or,if the
LIBOR Fired Rate does not apply,delivered to the Paying Agent and the Owner not later than I I:00 a,m, (New
e Yak time)on the secons business des) prior to the commencement of the LIBOR Interest Period identified in that O '
N(Ytice). Each Notice of Interest Period Change shall be irrevocable and shall specify the LIBOR Interest Period
to beam applicable at the end of the Ihen-expiring LIBOR Interest Period. The User may give the Paying Agent
�wY and the Owner leieplimic notice by the required time of any proposed rate change for this Bond;provided that
such telephonic notice shall be confirned in writing by delivery to the Paying Agent and the Owner Promptly(but
•v-r.a-ra�c a enw e. 26
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in two event later than the effective date of the role change) Neither the Paying Agent nor the Owner shall incur
any liability to the User in acting upon any telephonic notice referred to above which the Paying Agent or the
Owner belicv'cs in good faith to have been given by the User,or for otherwise acting in good faith in connection
herewith. If the User shall have failed to property deliver a Notice of Interest Period Change specifying a
continuation or conversion pursuant to this Bond,the User shall be deemed to have elected a new LIBOR Interest
Period of the same duration as the LIBOR Interest Period so expiring.
(b) Any amount of principal or interest on this Bond that is not paid when due(whether at stated
maturity,by accelerate)n or otherwise) shall,to the extent permitted by applicable Iow,bear interest at a role per
annum equal to the lesser of(i)2%above the Base Rate of(ii)the Maximum Rate.
(c) If the Owra in good faith determines(which determination Shall be conclusive)that neither of
the sources for determining the LIBOR Rate is publishing a LIBOR Rate that would apply to a LIBOR Interest
Period,then the Owner will so notify the User and the Paying Agent The LIBOR Fixed Rate shall not apply on
such date or at any time thereafter until such time thereafter as the User receives notice from the Owner that the
circumstances giving rise:o such determination no longer apply. If such circumstances apply,this Bond shall
bear interest at the Fioatirg Rate commencing on the date on which the LIBOR Fixed Rate ceases to apply,and
continuing until the Us,x shall have delivered to the Paying Agent and the Owner a Notice of Interest Period
Change after the User'aas received notice from the Owner referred to in the preceding sentence.
(d) An%thing in this Bond to the contrary notwithstanding,if at any time the Owner in good faith
determines(which d-�emnenation shall be conclusive)that the introduction of or any change in any applicable law,
rule or regulation or any change in the interpretation or administration thereof by any govemmenW or other
regulatory,authority charged with the interpretation or administration thereof shall make it unlawful for the Owner
(or the Paying Agent) to maintain or fund any portion of the principal amount at the LIBOR Fixed Rate, the
Owner shall give notice thereof to the User and the Paying Agent. Upon such date as shall be specified in such
xrotrc!the LIBOR Rate Period shall end and the Floating Rate shall commence to apply in lieu of the LIBOR
Fixed Rate and shall continue to apply Curless and until the Owner notifies the User that such illegality no longer i
exists, end the User thereafter provides a new Notice of Interest Period Change. No more than five(S)business
days after the date apeciflod in such notice,the User shall pay to the Owner(x)accrued and unpaid interest at the
LIBOR Fixed Rate in effect at the time of such notice to but not including such specified date pW(y)such
amount of amounts(to the extent that such amount or amounts would not be usurious under applicable law)as
may be necessary to compensate the Owns for airy direct x indirect costs and losses incurred by it,but otherwise
without penalty. If notice has been given by the Owner pursuant to the foregoing provisions,then,unless and
until the Owner ratifies the User that the circumstances giving rise to such notice no longer apply,such LIBOR
Fixed Rate shall not again apply to this Bond u.d the obligation of the Owner to continue to odor the LIBOR
Fired Pate shall be sueperrded, Any such claim by the Owner for compensation tucks clause(y)above shall be
accompenied by a certificate setting forth the computation upon which such claim is based,and such cerlificate
shall be conclusive and binding for all purposes,absent manifest error
(e) THE USER Will,PAY AND INDEMNIFY THE OWNER AGAINST,AND REIMBURSE
THE OWNER ON DEMAND FOR,ANY LOSS(INCLUDING LOSS OF REASONABLY ANTICIPATED
PROFITS DETERMINED USINO REASONABLE ATTRIBUTION AND ALLOCATION METHODS),OR
REASONABLE COST OR EXPENSE INCURRED OR SUSTAINED BY THE OWNER (INCLUDING,
WITHOUT LIMITATION,ANY LOSS OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION
OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY THE OWNER TO FLND OR C '
MAINTAIN THE PRINCIPAL AMOUNT OF THIS BOND AT THE LIBOR FIXED RATE)AS A RL'SULT
pay OF ANY PAYMENT OR REPAYMENT(WHETHER AUTHORIZED OR REQUIRED HEREUNDER OR
OTHERWISE)OF ALL OR A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND AT THE LIBOR
FIXED RATE ON A DAY OTHER THAN THE EXPIRATION DATE OF A LIBOR RATE PERIOD. TO
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DEMAND ANY SUCH PAYMENT THE OWNER SHALL DELIVER TO THE USER A STATEMENT
REASONABLY SETTING FORTH THE AMOUNT AND MANNER OF DETERMINING SUCH LOSS,
COST OR EXPENSE. THE FACTS SET FORTH IN SUCH STATEMENT SHALL BE CONCLUSIVE AND
BINDING FOR ALL PURPOSES,ABSENT MANIFEST ERROR IN CONNECTION HEREWITH THE ,
OWNER SHALL NOT BE REQUIRED TO PROVE THAT IT ACTUALLY FUNDED ANY OF THE
PRINCIPAL AMOUNT OF THIS BOND AT THE LIBOR FIXED RATE,IN WHOLE OR IN PART,WITH
MATCHING DEPOSITS IN DOLLAR4 ACQUIRED BY THE OWNER FROM A PRIME BANK IN THE
APPLICABLE EUROCURRENCY IN1 LRBANK MARKET,IRRESPECTIVE OF WHETHER THE OWNER h
HAS ANY SUCH DEPOSITS,
A certificate of tN Owner setting forth such amount or amounts as shall be necessary to compensate the
Owner a specified in paragraph(e)above shall be delivered as soon as practicable to the User(with a copy
thereof to the Paying Agent)and to the extent determined in accordance with paragraph (e) above shall be
conclusive and binding,absent manifest error, The User shall pay the Owner the amount shown as due on any
suchcertlficate within fifteen(15)days after the Owner delivers such certificate. In preparing such certificate,
the Owner may employ such assumptions and allocations(consistently applied with respect to advances made
by the Owner or commitments by the Owner to make advances)of costs and expenses as it shall in good faith
doom reasonable and may use any reasonable averaging and attribution method(consistently applied with respect
to advances made by the Owner or commitments by the Owner to make advances),
(Q The interest rate on this Bond shall be increased as of the effective date of any change in law that
(i)changes the portion of the Owner's interest expense allocable to this Bond that is disallowed as a deduction
under Section 163 of the Internal Revenue Code of 1996, so amended,or (ii) adversely affects the taxable
equivalent yield of this Bond to the Owner,or as soon thereafter as is practical by an amount sufficient to
maintain the yield on this Bond to the Owner as though such change in the law had not occurred if,not later than
the 60th day after the effective date of such change in the law,the Owner provides the Paying Agent and the User
with:
(A) a certificate of an authorized representative of the Owner to the effect that
(1) a change in the law had adversely affected the yield on this Bond to the Owner,
and
(2) sp-'Sing the date such change took effect; and
i
(B) a certificate of the Owner thereof stating the amount of the increase in the interest rate
necessary to maintain the yield as above provided.
I
O (g) All payments on account of the principal of and Interest on this Bond and all other amounts
payable by the User to the Paying Agent or the Owner hereunder shall be made free and clam of and without
reduction by reason of any tax levy,impost or charge of any nature imposed by a taxing authority(except such
j taw a are m estred by the overall net income of the Uses by thejurisdiction in which the Ownet's lending office
is located, all of which will be for the account of the User and paid when due by such User).
i
(h) Interest shall team to aecme on payments of principal,premium,if any,and interest on this
O Bond beyond their due dates and to the extent that the Paying Agent(bereinafta defined)has receivod funds for 0 O
the timely payment thereof in occordarct with the Agreement sad the Bond Resolution.
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0) In no event shall the interest charged,contracted for or received on this Bond,together with all
other costs and considerations that constitute interest under applicable law, exceed the maximum amount
permtitted thereunder with respect thereto If interest would otherwise be payable to the Owner in excess of the
maximum lawfi l amount,the interest payable to the Owner shall be reduced to the maximum amount permitted
under applicable law, and, if the Owner shall receive anything of value deemed interest by applicable law in
excess of the maximum tasvNi amount,an amount equal to any excessive interest shall be applied to the reduction
of the principal thereof,or, if such excess exceeds the outstanding principal balance thereof,then such excess
shall be reundcd to the Paying Agent for the return to the User(hereinafter defined). All sums paid or agreed
to be paid to the Owner for the use,rembcarance or detention of the indebtedness evidenced thereby,to the extent
pcmtitted by law,shall be amortized,prorated,allocated and spread throughout the full term of this Bond,
(j)
Notwithstanding the foregoing, under no circumstances shall any payment be required in
connection with this Bond if such payment would cause interest on this Bond to exceed the Maximum Rate,
Redemption Provisions
7 he principal installments of this Bond are subject to prepayment and redemption only as follows.
$ar lux ConstruuCtron Fund Redemption. On any Interest Payment Date, the unpaid principal
installments of this Bond are subject to prepayment or redemption,and may be prepaid or redeemed prior to the
scheduled due dates by the Issuer at the direction of the User,in inverse chronological order of thew scheduled
due dates(in amounli riot less than all of an unpaid principal installment), at a prepayment or redemption price
equal to the principal amount thereof to be prepaid or redeemed plus aarued interest thereon to the dale of
prepayment or redemption,with and to the extent of any surplus funds remaining in the Construction Fund
(created by the Bond Resolution)after the completion of the Project,as provided and required by section 13 of
the Bond Resolution.
OpponafRedempdron. The principal installments of this Bond are subject to redemption by the Issuer
at the option and direction of the User on any Interest Payment Date in whole or in part at a redemption price
equal to the principal amount to be redeemed plus accrued interest to the date of redemption and without
premium,in accordance with the following schedule:
Annual Principal Cumulative Principal
29U Amml a&ect to redempti on
May I, 1998 tluough April 30, 1999 S200,000 S 200,000
May I, 1999 through April 30,2000 200,000 400,000
May 1,2000 through April 30,2001 200,000 600,000
. May 1,2001 through April 30,2002 200,000 800,000
May 1,2002-through April 30, 2003 200,000 1,000,000
May I,2003 through April 30, 2004 100,000 1,100,000
May 1,2004 through April 30,2005 100,000 1,200,000
May I,2005 through Apn130,2006 100,000 1,300,000
May I,2006 l rough April 30,2001 100,000 1,400,000
May I,2007 through April 30,2008 100,000 1,500,000
Slay 1,2008 through April 30,2009 100.000 1.600,000
May 1,2009 through April 30.2010 100,000 1,700,000 0
May I,2010 and thereafter 50,000 1,750,000
I
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MandaroaRedemonon Vem Dererminarlon PIT=brlrry This Bond shall be redeemed by the Issuer
before its scheduled maturity in whole on the next Interest Payment Date following the date that the Paying Agent
receives written notice from the Owner,any Former Owner or the User of the occurrence of a Determination of
Taxability,at a price equal to the outstanding principal Amount thereof plus accred interest to the redemp ion
date
In the event of a Determination of Taxability,the Owner and any Former Owner shall be entitled to
payment from the User of the Taxability Prem um.
Uandoloty Redemption moon drrecrion olOwner. The principal installments of this Bond shall be
redeemed before their scheduled due dates in whole or in pat by the Issuer at the option of the Owner after
written notice given by the Owner to the User stating the following:
(a) the date of such redemption;which date must be an Interest Payment Date occurring
no less than 90 days after the date of such notice and at least one year after the Delivery
Date of this Bond;
(b) the principal amount to be redeemed.
Oder of LrrqgL m y . In the event that less than the entire amount of the outstanding principal
installments of this Band is to be prepaid and redeemed,the principal instaltments being prepaid shall be applied
in inverse order of the due dales of the outstanding principal installments of this Bond.
NonceofRedemnrlonbv Paying AVni. The Paying Agent shall give notice by any rem xublemems
that the principal installments of this Bond have been called for prepayment and redemption, stating the
redemption price and the redemption date that the principal installments of this Bond ceases to bear interest from
and after the redemption date if due provision for the timely payment of the redemption price is made. Such
nonce shall be given by first class mail no less than IS days prior to the redemption data Any defect in the
redemption notice given by the Paying Agent shall not affect the validity of any proccedings for the prepayment
and redemption of the principal installments of this Bond,
Ger,rral Provisions
The principal of and interest on this Bond shall be payable in lawful money of the United States of i
America, without exchange or collection charges Payments of principal and interest Phil] be made to the
registered owner in immediately available funds by Brown Brothers Trust Company(the"Paying Agent" and
"Registrar"for this Bond)or its successor;provided that in the alternative such payment may be made by any
other method mqueslad In writing by the registered owner,subject to the approval of the Paying Agent. The fmal
payment of principal on this Bond shall be paid only upon surrender of this Bond to the Paying Agent for
cA cellatioeL Any prepa}ma9 or redemption of any principal installments of this Bond shall be made only upon
presentation of this Bond to the Paying Agent,who shall make notation of such Prepayment or redemption in the
Prepayment Record endorsed hereon.
This Bad is dated as of May 1, 1998 and was authorized and Issued in the aggregate principal amount
of S 1,7$0,000,pursuant to a resolution adopted by the Board of Directors of the Issuer(the "Bond Resolution`)
0 on behalf of the City of Denton,Texas TO PAY PART OF THE COST OF ACQUIRING,CONSTRUCTING 0
AND EQUIPPING OR CAUSING TO BE ACQUIRED, CONSTRUCTED OR EQUIPPED A
`1 MANUFACTURINO FACILITY IN THE CITY OF DENTON, TEXAS, FOR MAYDAY
1
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MANUFACTURING COMPANY, INC (THE "LASER") FOR THE SPECIFIC PURPOSE
MANUFACTURING CLOSE TOLERANCE STRUCTURAL MACHINING COMPONENTS FOR USE IN
THE AEROSPACE NDUSTRY.
This Bonds is issued contemporaneously with the Issuer's$750,000 principal amount Revenue Bond
(Mayday Manufacturing Company,Inc, Project)Series 1998A,which "as authorized and issued under the Bond
Resolution,
It is hereby certified and covenanted that this Bond has been duly and validly authorized, issued, and
delivered;that all acts,conditions,and things required or proper to be performed,exist,and be done precedent
to or in the authorization,issuance,and delivery of this Bond have been performed, existed, and been done in
4 accordance with law,that this Bond is a special revenue obligation of the Issuer,and that the principal of and
interest on this Bond are payable from and secured by it fast lien on and pledge of the payments designated as
"Installment Loan Payments"to be made or paid,or caused to be made or paid, to&e Paying Agent,pursuant
to the Bond Resolution and the Agreement. The User is unconditionally obligated to make of pay,or cause to
be made or paid,without set-off,recoupment,or counterclaim,to the Paying 4geni each such Installment Loan
Payment far deposit into the Debt Service Fund created for the benefit of the owners of the Bonds by the Bond
Resolution,in aggregate amounts sufficient to pay and redeem,and provide for the payment and redemption of,
the principal of and interest on this Bond,and to pay all other amounts required by the Agreement and the Bond
Resolution when due,subject to and as required by the provisions of the Agreement and the Bond Resolution
In case an "Event of Default", as defined in the Bond Resolution, shall occur, the unpaid principal
installments of this Bond may be declared to be due and payable immediately upon the conditions and in the
manner provided in the Bond Resolution, Reference is hereby made to die Bond Resolution artd the Agreement
for additional provisions with respect to the nature and extent of the security,the rights,duties,and obligations
of the User,the Issuer,the Paying Agent, and the owner of this Bond,the terms upon wftich this Bond is issued
and secured,and the modification of any of the foregoing,
The Issuer has reserved the right to amend the Bond Resolution as provided therein; and under some(but
not all) circumstances amendments thereto must be spproved by the owners of 100% in aggregate principal
amount of the Bonds then outstanding.
The Owner hereof shall never have the right to demand pa mxnl of this obligation out of any funds raised
or to be raised by taxation or from any source whatsoever except the payments and amounts described in this
Bond,the Bond Resolution and the Agreement Except for the lien on and the assignment and pledge of such
�iroperty,payments,and amounts,no property of the Issuer is encumbered by any hen or security interest for the
benefit of the owner of this Bond. Neither the State of Texas,the City of Denton,Texas,nor any other poll,ical
corporation, subdivision, or agency of the State of Texas, nor the Board of Directors of the Issuer, either
individuatly or collectively,shall be obligated to pay the principal of this Bond,any premium or payment with
respect to this Bond,or the interest hereon;and neither the faith and credit,nor the taxing power,of the State of
Texas, the City of Denton,Texas,nor any other political corporation,subdivision,or agency of the State of
Texas, is pledged to the payment of the principal of this Bond,any premium or payment with respect to this
Bond,or the interest hereon.
• This Bond may be signed and shall be transferred only on the Bond Registration Books of Cie Issuer
kept by the Paying Agent,as &::gistrar, upon the terms and cona:tions set forth in the Bond Resolution and the O
Assignment provisions endorsed hereon. Such transfers shall be without expense to the owner hereof,but any
taxes or other governmental charges required to be paid with respect to the same shall be paid by the owner
requesting such transfer as a condition precedent to the exercise of such privilege. The Paying Agent shall not
be required to make transfers of this Bond within ten(10)days prior to an Interest payment date or prepayment
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of redemption date or subsequent to the date of mailing of notice of prepayment or redemption of any principal
installments of this Bond,"thing in this Bond to the contrary notwithstanding. The registered owner of this
Bored may be deemed and treated by the Issuer,the Paying Agent and the User as the absolute owner hereof for t
all purposes,including payment and discharge of liability upon this Bond to the extent of such payment,and the
Issuer,the,s)ing Agent, the User,shall not be effected by any notice to the contrary.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit
under the Bond Resolution until the Comptrollers Registration Certificate hereon shall have been signed by the
Comptroller of Public Accounts and the Drlivery Certificate hereon shall have been completed.
IN WITNESS WHEREOF,this Bond has been signed with the manual or facsimile signatures of the
President and the Secretary of the Board of Directors of the Issuer,and the official seal of the Issuer has been duly
impressed,or placed in facsimile,on this Bond.
Secretary, President,
Board of Directors Board of Director
(ISSUER'S SEAL)
(FORM OF STATE COMPTROLLER'S CERTIFICATF.FOR BOND)
COMPTROLLER'S REGISTRATION CERTIFICATE. REGISTERNO. '
I HEREBY CERTIFY that there is on file and of rc .,M in my o ice a certificate of the Attorney General
of the Slate of Texas to the effect that this bond has been examined by him u required by law,and that he funds
that it has been issued in cmformity with the Constitution and laws of the State of Texas,and that it is a valid I
and b r ling special obligation of the City of Denton Mustrial Development Authority and said bond has this
day been registered by me.
I
WITNESS my signature and sal this
Comptroller of h blic Accounts of
the State of Texas
(SEAL)
(FORM OF ASSIGNMENT(
For value received,the undersigned herby sells, coigns and transfers unto the
within Bond,and does hereby irrevocably eonstitut, and appoint _ aromey to transfer
such Bad on the boob kept for registration and transfer of the within Bond,with hill power of substitution In
• the premises. O •
Dated,
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NOTE: The signature to this Assignment must correspond with the
name as it appears upon the face of the within Bond in every
particular, without enlargement or alteration or any change
whatsoever.
Signature guaranteed by:
NOTE: Signature(s) must be guaranteed by an "eligible guarantor
institution"mect'.ng the requirements of the Paying Agent/Registrar,
%hich requirement,include membership or participation in STAMP or
such other"signature guaranty program"as may be determined by the
Trustee in addition to or in substitution for STAMP,elk in accordance
with the Securities Exchange Act of 1934,as amended.
FORM OF DELIVERY CERTIFICATE
DELIVERY CERTIFICATE
THIS BOND was delivered to and paid for by the purchaser hereof on
FORM OF PREPAYMENT RECORD
PREPAYMENT RECORD
Date Principal Remaining Name& Title of Signature of
of Prepayment or Principal Authorized Officer Authorized
a n Redcmpti n Balance Making Entry Officer
• Sedion 6. PLEDGE. The Bonds and the interest thereon are and shall be payable from and secured by
a first lien on and pledge of(a)the payments designated as Installment Loan Payments to be made or paid,or
caused to be made or paid,to the Paying Agent by the User, pursuant and subject to the terms and provisions of
this Bond Resolution and the Agreement end(b)the moneys on deposit in the Debt Service Reserve Fund and
the Construction Fund established hercurder;and the installment Loan Payments are further pledged irrevocably
to the eslablishment and maintenance of the Dcbt Service Fund hereinafter created,
Section 7. DEBT SERVICE FUND. (a) Establishment of Debt Service Fund. A separate and special Q
JIM to be designated mid known as the "Debt Service Fund"shall be established by the Issuer with the Paying
Agent for the benefit of the owner of the Bonds pursuant to the Agreement tad maintained as provided in this
Bond Resolution as long as the Bonds,or interest thereon,is outstanding and unpaid.
. .r.rw.y..awel a.a. 31
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(b) Imentionally Omi t�{c
(c) Installment Loan Payments. The User shall make or pay, or cause to be made or paid,to the
Paying Agent,which shall deposit into the Debt Service Fund,Installment Loan Payments as follows:
(l) On or before each interest payment date as provided in each FORM OF BOND set forth in
Section 5, an amount which, together with any other amounts then on de. isit therein and
available for such purpose,will be sufficient to pay the interest coming due e t the respective
Bond on each interest payment date;and
(2) On or before each principal payment date as provided in Section 2 and in each FORM OF
BOND set forth in Section 5,an amount wNch,together with any other amounts then on deposit
therein and available for such purpose,will be sufficient to pay the principal of the respective
Bond scheduled to be paid on each principal payment date;am
(3) On or before any optional or mandatory prepayment or redemption date as permitted of required
in each FORM OF BOND set forth in Section 5, an amount which, together with any'other
amounts then on deposit and available for such purpose,will be sufficient to pay the prepayment
or redemption price(including any agreed liquidated damages)specified therein; and
(4) On any date on which the Bonds arc declared to be immediately due and payable pursuant to this
Bond Resolution, an amount which, together with any other amorits then on deposit and
available for such purpose,will be sufficient to pay the principal of the Bonds then outstanding
and the interest accrued thereon to such dale;and
(5) Promptly after receipt of each statement and request for payment, an amount equal to the
charges of the Paying Agent for performing the duties of Paying Agent and Registrar.
In the cti ant the User should fail to make or pay,or cause to be made or paid,any of the required Installment Loan
Payments set forth in this Section,each such required payment shall continue as an obligation of the User until
fully paid,and the User agrees to pay the same to the Paying Agent,for the benefit of the owmr of 6e Bonds,
with interest thereon,to the extent legally permissible,at the rate of interest borne by the Bonds,from the date
any such payment was due until payment thereof.
(d) Radcm . The Bards initially authorized hereby shall be subject to redemption,and mayor
shall be redeemed,as specified in the FORMS OF BOND set forth in Section S,
(e) Payments from Debt Service Fund. Except as otherwise specifically provided in this Bond
Resolution,the Debt Service Furl shall be used by the Paying Agent only to pay the principal of,and prepayment
• or redranpticn premium,if any, agreed liquidated damages,if any,and interest on the Bonds,when due,and the
cha•ges of the Registrar,end Paying Agent; and the Paying Agent shall pay out of the Debt Service Fund the
amount: required to pay or redeem the principal of and interest on the Bonds when due,and the Paying Agent
shall make,dl other payments as required by this Bond Resolution
(f) lnvestment of Ewxh Any money held as put of the Debt Service Fund shall be invested or
• reinvested by the Paying Agent,upon the written directiao of the Approving Officer,ih any obligations,including
certificates of deposit of the Paying Agent. The Paying Agent shall make no inveslm"ts except u specifically O •
directed by the Approving Officer. The investments of the Debt Service Fund shall be deemed to be a part of
such Fund, and,for the purpose of determining the amount of money in such Fund,such investntternts shall be
valued at their market value. The income and profits, including realized discount on obligations purchased,
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received from such investments shall be deposited in or credited to the applicable fund, and any losses on
investments thereon shall be charged against the applicable fund, if at anytime it shall become nccn ssary that
some or all of the investments made with the money's from the Debt Service Fund be redeemed or sc Id to raise
moneys necessary to comply with the provisions of this Bond Resolution,the Paying Agent shall,withrut further
authorization, effect such redemption or sale,employing, in the case of a sale,.ty commercially reasonable ,
method of effecting the same. The Paying Agent shall not be liable or responsible fir any loss resultin j from any
such investment or resulting from the redemption or sak of any such investment of herein authorized; •xnpt that
the Paying Agent shall be Gable for 0)any loss resulting from its willful or negli feat failure,within a reasonable E
time after reeeiving the written direction from the Approving Officer to make,t sdrem,or sell any investment in 1
the manner provided for herein,and(2)except for any redemption or sale made pursuant to the next preceding
sentence of this paragraph,for any loss resulting from the making,redeeming,or selling of any investment which
was not authorized by written direction of the Approving Officer. If the Paying Agent is unable,after reasonable
efrort and within a reaiamable time,to make,redeem,or sell any such investment,it shall so notify in writing the
Approving Officer and thereafier the Paying Agent shall be relieved of all responsibility with respect thereto
In the event of any such loss,the User shall make additional deposits to restore same if and to the extent required
to enable toe Paying Agent to make all payments required to be made from the applicable fund
(g) jmaj4at&haJabIc Funds. The User shall make all Instalment Loan Payments in funds that
will be immediately available and allow the Paying Agent to pay, in Iawful money of the United States of
America,the principal,interest,and other amounts with respect to the Bonds,when due.
Section 8, THE USEWS PAYMENTS. (a) Uomndi fignal Obligation. The User has covenanted in the
Agreement, and, by the approval of this Bond Resolution contained in the Agreement, the User further has
urxaditionally obligated itself and agreed,regardless of and notwithstanding any provisions of the Agreement, '
snd regardless of the provisions of any other agreement or contract to the contrary,to make or pay,or cause to
be made or paid,without setoff,reeoupment,or counterclaim,the Installment Loan Payments to the Paying E
Agent in the amounts required by Section 1(_)to be made into the Debt Service Fund,and to make such payments f
on or before the dates specified in this Bond Resolution;and said payments by the User shall be and constitute
the LtsWlnrent Loan Payments u contemplated and required by the Agreement. The Bondholder is end shall be
entitled to rely unconditionally on the agreements, covenants, and representations act forth in this Bond
Resolution.
t
(b) Preoavments, It is further understood that the User may prepay all or any part of each
Installment Loon Payment in aororderice with the terra of the Bonds,and any such prepayment,and any earnings
thereon, shall be applied by the Paying Agent to the payment of each Instalment Loan Payment;provided that
the prepayment or redemption at any time of any unpaid principal installments of the Bonds prior to their due
dates,with finds from any source(whether from Installment Loan Payments or otherwise),shall not relieve the
User of its obligation to make or pay,or cause to be made or paid,each Installment Loan Payment as specified
in Section 10(s),when due with respect to any remaining unpaid principal instalments of such Bor.d,
Section 9. NO ADDITIONAL BONDS. No additional bonds shall be issued under this Bond
Resolution,
Section 10. SPECIAL COVENANTS The Issuer furthercovensruts as follows:
(a) In WIn mt Loan Pvrnents Pledged to Bonds Q&. Other then for the paymatt of the Bonds,
! as provided in this Bad Reahrtim the Instalment Lean Payments have not in any manner been pledged to the ! !
payment of any debt or obligation of due Issuer;
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(b) Non•Encumbrance. While the Bonds are outstanding,the Issuer will not(except with respect
to the Bonds and except as provided in the Agreement or this Bond Resolution)in any manner whatsoever create,
assume,or suffer to exist,directly or indirectly,any mortgage,lien,encumbrance,pledge,or charge against the
Debt Service Fund,the Installment loan Payments,the Construction Fund,or any property or moneys deposited
with the Paying Agent;
(c) Performmrce by Issue, The Issuer will carry out all of its covenants and obligations under this
Bond Resolution; and the Issuer may be required to carry out such covenants and obligations by all legal and
equitable means,including, but without limitation,actions for specific performance and the use and filing of
mandamus proceedings,in arty cant orcompetent jurisdiction,against the Issuer,its Board of Directors,end its
officials and employees;and
(d) Certain Modifications Prohibited, The Issuer covenants and agrees that it will not execute or
permit the execution of any contract or agreement,or temrinate or amend the Agreement,in any manner that
would relieve or abrogate the obligations of the User to make or pay,or cause to be made or paid,when due, all
Installment Loan Payments,in the manner and to the extent required by the Agreement and this Bond Resolution,
or which would change or affect Sections 4.04,4.05,4.06,4.07, 6.01 and 6.02 of the Agreement without the
written consent of all of the Bondholders.
Section 11. BOND IS A SPECIAL OBLIGATION, The Bonds are and sha11 be special revenue
obligations of the Issuer payable solely from payments to be made under the Agreement and this Bond
Resolution;and the Bondholders shall never have the right to demand payment thereof or the interest thereon out
of funds raised or to be raised by taxation,or from any source whatsoever other than the foregoing. The Bonds
are not and shall never be considered obligations of the Slate of Texas, the Oavemmental Unit, or any other
poetical subdivision or agency of the State of Texas,or of the Board of Directors of the Issuer,either individually
or collectively.
Section 12. AMENDMENTS, (a) Without Consent of Bondholder. The Issuer and the Paying Agent
may amend or supplement this Bond Resolution or the Bonds without notice to or consent of any Bondholder
6) to cure any ambiguity,inconsistency or formal defect or omission;
(ii) to grant to the Issuer for the benefit of the Bondholders additional rights, remedies,powers or
authority;
(iii) to subject to this Bond Resolinion additional collateral or to add other agreements of the Issuer;
w� (iv) to modify this Bond Resolution or the Bonds to permit the qualification of the Bonds for sale
under the securities laws of any state of the United States;
W to evidence the succession of a new Paying Agent;or
(vi) to make any change that does not materially adversely affect the riglits of any Bondholder.
(b) With Cm=of Bandholl . Unless an amendment of or supplement to this Bond Resolution
or the Bonds without any consent of Bondholders is permitted by the preceding subsection,the Issuer and the
' Paying Agent may enter into such amendment or supplement onfy with the consent of the holden of 1WIe in O •
principal amount of the Bonds then outstanding,
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(c) Effect of Consents. After an amendment or supplement becomes effective, it Will bind every
Bondholder unless it makes a change described in any of the lettered clauses of the preceding subsection. In that
case,the amendment or supplement will bind each Bondholder who consented to it and each subsequent holder
of the Bond or portion of the Bond evidencing the same debt as the consenting holder's Bond.
(d) Notation on or Exchanee of Bonds If an amendment or supplement changes the terms of the
Bonds,the Paying Agent mey require the Bondholder to deliver its Bonds to the Paying Agent, The Paying Agent
may place an appropriate notation on the Bands about the changed terns and return it to the holder.
(e) User Consent Reauircd, An amendment or supplement to this Bond Resolution or the Bonds E
shall not become effective unless the User shall deliver to the Paying Agent its written consent to the amendment
or supplement. The User shall be deemed to have consented if it shall fail to deliver a written objection to the
Paying Agent within 30 days after receipt by the User of a proposed form of an amendment a supplement.
(f) Notice to Badholda. The Paying Agent shall cause notice of the execution V each supplement
or amedment to this Bond Resolution a the Agmement to be mailed to the Bondholder. The notice shall,at the
option of the Paying Agent,either(i)briefly state the nature of the amendment or supplement and that copies of
it are on rile with the Paying Agent for inspection by Bondholder or(ii)enclose a copy of such amendment or
supplement.
Section 13. AMENDMENT TO AGREEMENT. (a) Without Consent of Bond_hol The Issuer may
enter into any amendment of or supplement to the Agreement without notice to or consent of any Bondholder,
if the amendment or supplement is(i)required or permitted by the provision of the Agreement or this Bond
Resolution,(ii)to cure any ambiguity,inconsistency or formal defect or omission,(ii i)in connection with any
authorized==limit it of or supplement to this Bond Resolution,(iv)to make any change that does not materially
adversely affect the rights of any Bondholder,or(v)to amend the description of the Project,provided the Issuer
is provided an opinion of Bond Counsel to the effect that such amendment wit[ not adversely affect the
excludability from gross income of int,xesl on the Bonds for federal income tax purposes.
(b) With Cawt of$Qnftlder Unless an amendment of or supplement to the Agreement without
any consent of Bondholders is permitted by the foregoing subsection,the Issuer may enter into such amendment
or supplement only with the consent of 100%in principal amount of the Bonds then outstanding. However,
without the consent ofeach Bondholder affected, no amendment or supplement may result in anything described
in the lettered clauses of Section 13(b),
Section 14. CONSTRUCTION FIND. (a) pests into Concretion FwALJDi carsenwou
Proceeds of the issuance and delivery ofthe Bonds shell be deposited in the Construction Fund. Moneys in the
Construction Fund shall be expended upon receipt of a requisition certificate signed by an Approving Officer
stating with respect to each payment to be made
(ij The requisition number;
(ii) The name and address of the person, firm or corporation to wham payment is due or has been
made,which may include the User;
(iii) The amounl to be or which has been paid;
tD �
(iv) That each obligation mentioned therein has been properly Incurred,Is a proper charge against
the Contrrcdon Fund and has not been the basis of any previous requisition;
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(v) That each item for which payment is proposed to be made is or was necessary in connection with
the Project;
(vi) That after taking into account the costs proposed to be paid or reimbursed in said certificate,at
least 95%of the costs paid of reimbursed out of the Construction Fund are amounts which will be chargeable to
the Project's capital account or which would be so chargeable with a proper election by the User under the Code;
(vii) That the costs of issuing the Ponds(including any underwriter's compensation,whethet paid by
i
fee or discount)which are financed with proceeds of the Bonds will not exceed an amount equal to 2 percent of
the proceeds received from the sale of the Bonds. Such amounts will not be taken into account in salisfyins the
requirement staled above that at least 95 percent of the Bond proceeds be used to provide the facilities;and
(viii) That no Event of Default exists under this Bond Resolution or the Agreement.
The Paying Agent is hereby authorized and directed to make each disbursement required by the
provisions of the Agroement and to issue its checks therefor The Paying Agent shall keep and maintain adequate
records pertaining to the Construction Fund and all disbursements therefrom, and afcr the Project has been
completed and a certificate of payment of all costs is or has been filed, the Paying Agent shall fete At statement
thereof with the l;suer and the User.
(b) Investment of Morey in Constryctan Fun Any money held as part of the Construction Fund,
other than the amounts described in Secuon 17(a),shall be invested or reinvested by the Paying Agent upon the
written direction of the Approving Office in arty obligations,including certificates of deposit. The Paying Agent
shall make no investments except as specifically directed in writing by the Approving Officer. The investments
of the Construction Fund shall be deemed to be a part of the Construction Fund, and for the purpose of
determining the amount of money in the Construction Fund,such investments shall be valued at their cost or
market value,whichever is lower, The income and profits,including realized discount on obligations purchased,
received from such investments shall be deposited in or credited to the Construction Fund, and any losses on
investments shall be charged against the Construction Fund Upon the written direction of the Approving Office r
the Paying Agent shall redeem or sell all or any designated pan of such investments employing,in the case of a
sale, any commercially reasonable method of effecting the same, The Paying Agent shall not be liable or
responsible for arty loss resulting from the redemption or sak of any such investment as heroin authorized;except
that (notwithstanding any provisions of the Agreement) the Paying Agent shall be liable for: (1) any Ioss
resulting from its willful or negligent failure,within a reasonable time after receiving the written direction from
the Approving Officer,to make,redeem,or sell any imestment in the manner provided for herein,and(2)any
Ioss result:+g from the making, redeeming, or selling of any investment whiich was trot authorized by written
direction of the Approving Officer, Uthe Paying Agent is unable,after reasonable effort and within a reasonable
time after receipt of the required written direction,to make,redeem,or sell any such investment,it shall so notify
in writing the Approving Officer,arid th eragron the Paying Agent shall be relieved of all liability or responsibility
with respect thereto.
(c) &licence by Paving Aamt The Paying Agent may rely fully on any such request and certificate
delivered pursuant to this Section and shall not be required to make any investigation in connection therewith.
If amounts paid by the Paying Agent with respect to any portion of the Project should exceed the cost thereof,
j the User shall promptly repay such overpayment to the Paying Agent for deposit into the Construction Fund.
Section 13 SURPLUS CONSTRUCTION FUNDS. (a) Npaition of Suralus Funds The completion O
f of the Project shall be conclusively evidenced, and the date of completion shall be established by,a written
cer""a of completion to be signed by the Approving Ofbeer and delivered to the Paying Agent immediately
upon compktion of the Project it upon the completion of the Project,there shall be any surplus funds remaining
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in the Construction Fund not required to provide for the payment of the Cost of the Project,or if any funds are
on hand in the Construction Fund at the time of the release of this Bond Resolution under the terms thereof,then
anv such funds shall be used immediately to prepay or redeem principal installments of the Bonds,in inverse
chronological order, in the manner set forth in the FORMS OF BOND in Section 5 for the propa ment or
redemption of principal installments of the Bonds with surplus Construction Fund moneys,to the extent of any ,
such available funds;provided that prior to such use,the Issuer and the Paying Agent shall have been furnished
with an unqualified opinion of Bond Counsel to the effect that the use of moneys from the Construction Fund for
such purpose sill be lawful and will not impair the exemption of interest on the Bonds from federal income
taxation;and prosided,further,that the User shall deposit into the Construction Fund prior to such prepayment
or redemption an amount suffx-iest to cause the WW amount in the Construction Fund to be equal to not less than
all of the unpaid principal installment or installments to be prepaid or redeemed.
(b) Disposition of Consimction Fund rpm Aculcration and Redemption If the Paying Agent shall
declare the principal of the Bonds and the interest accrued thereon immediately due and payable as the result of
an Event of Default specified in this Bond Resolution,or if the Bonds are optionally or mandatonly prepaid or
redeemed prior to maturity as a whole in accordance with their terms,any amounts remaining in the Construction
Fund shall be used immediately by the Paying Agent for the purpose of paying principal of,redemption premium,
if any,agreed liquidated damages,if any, and interest on the Bonds when due.
Section 16. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a)
Rep]acement Bonds. In the event any outstanding Bond authorized hereby is damaged,mutilated,lost, stolen,
or destroyed,the Issuer shall execute,and the Paying Agent shall authenticate, a new bond of the same principal
amount and maturi ty of the damaged,mutilated,lost,sl,,lent,or destroyed Bond in exchange and substitution for
such Bond or in lieu of and substitution for such Bond. t
(b) Application for Substitute Bond Application for exchange and substitution of ury damaged,
mutilated,lost,stolen ordestroyed Bad shall be made to the Issuer. In every case,the applicant fora substitute
bond shall furnish to the Issuer and to the Paying Agent such security or indemnity as maybe required by them
to save each of them harmless, In every case of loss,theft,or destruction of a Bond,the applicant shall also
furnish to the Issuer and to the Paying Agent evidence to their satisfaction of the loss,theft,or destruction,and
of the"nership of such Bond, In every,case of damage or mutilation of a Bond,the applicant shall surrender
the Bond so damaged or mutilated.
(c) j_Joj?,fault Occurred Notwithstanding the foregoing provisions of this Section,in the event
any such Bond shall cave matured,and no default has occurred which is then continuing in the payment of the
principal of,redemption premium,if any,agreed liquidated damages,if any,or interest on the Bond,the Issuer
may authaize the p ryment of the same(without surrender thereof except in the case of a damaged or mutilated
Bond)instead of v:uing a substitute Bond,provided security or indemnity is furnished as above provided in this
Section
(d) Charge fa IssuingSubsotute Kurd, Prior W the issuance of any substitute bond,the Issuer and
the Paying Agent may charge the owner of such Bond with all legal,printing,and other expenses in connection
thaswith, Every substitute bond issued pursuant to the provisions of this Section by virtue of the fact that any
Bond is lost, stolen,or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, r
stolen,or destroyed Bond shall be found at any time,or be enforceable by anyone, and shall be entitled to all the
• bonfires of this Bond Resolution equally and proportionately with any and all other Bond duly issued under this
Bond Resolution. Q
�a (e) Authority itv far Issuma Substitute Bonds. This Bond Resolution shall constitute sufficient
authority for the issuance of any such substitute t ands without necessity of further action by the Board of
39
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Directors or the Issuer or any other body or person, and the issuance of such substitute bonds is hereby
authorized,notwithstanding any other provisions of this Bond Resolution,except to the extent otherwise required
by law.
Section 17. REBATE FUND. (a) A special Rebzte Fund is hereby established by the Issuer. The ,
Rebate Furl shall be for the sole benefit of the United States of America and shall not be subject to the claim of
any other person,including without limitation the bondholders. The Rebate Fund is established for the purpose
of complying with Section 148 of the Code and the Treasury Regulations promulgated pursuant thereto. The
money deposited in the Rebate Fund,together with all investments thereof and investment income therefrom,shall
be held in trust and applied solely as provided in this section. The Rebate Fund is not subject to the lien and
pledge c this Bond Resolution. Notwithstanding the foregoing,the Paying Agent with respect to the Rebate
fund is afforded all the rights,protections and immunities otherwise accorded to it hereunder,
(b) Within ten days after the close of each fifth anniversary date of the issuance of the Bonds,the
Paying Agent shall receive from the User a computation in dv form of a certificate of an authorized officer of
the User of the amount of"Excess Earnings,"if arty,for the period beginning on the date of delivery of the Bonds
and ending at the close of such Unmediately preceding"Bond Year"and the User shall pay to the Paying Agent
for deposit into the Rebate Furl an amotm!equal to the difference,if any,between the amount then in the Rebate
Fund and the Excess Earnings to computed. The term"Bond Year" means with respect to the Bonds each
one-year period ending on the anniversary of the date of del very of the Bonds or such other period as may be
elated by the Issuer in accordance with the Regulations and notice of which election has been given to the Paying
Agent. If, at the close of any Bond Year,the amount in the Rebate Fund exceeds the amount that would be
required to be paid to the United States of America under paragraph(d)below if the Bonds had been paid in full,
such excess may be trari from the Rebate Furl and paid to the User at the written instructions of the User, F
and the User shall use such excess for such purposes for which,or to be redeposited to such fund from which,
such amounts were originally derived.
(c) In general,"Excess Earnings"for any penod of time means the sum of
W the excess of••
(A) the aggregate amount tamed during such period of time on all "Nonpurpose
Investments" (including gains on the disposition of such Obligations) in which "Gross
Proceeds"of the issue are invested(other than amounts attributable to an excess described in
Ns subparagraph(cxi),over
(B) the amount that would have been named during such period of time if the
"Yield" on such Nonpurpose Investments (other than amounts attributable to an excess
described in this subparagraph(cxi))had been equal to the yield on the issue,plus
(ii) any income during such period of time attributable to the excess described in
subparagraph(c Xi)above
t The tern Nonpurpose Investments,Gross Proceeds, and Yield shall have the meanings given to such
terms in Section 148 of the Code and the Regulations promulgated punuant to such Section.
(d) The Paying Agent shall pay to the United State of America at least once every five)van,to the O
Jt4 extent that funds arc available in the Rebate Ftatd or otherwise provided by the User,an amount that ensures that
at least 90 percent of the Excess Earnings from the date of delivery of the Bonds to the close of the perw for
which the payment is being made will have been paid. The Paying Agent shill pay to the United States of
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America not later than 604s after the Bonds have been paid in full,to the extent that funds are available in the I
Rcbate Fund or otherwise provided by the User, 100 percent of the amount then required to be paid under Sea ion
148(p of the Code as a result of Excess Earnings.
(e) The amounts to be computed,paid,deposited or disbursed under this section shall be determined
by the User acting on behalf of the Issuer Within ten days after each fifth anniversary of the issuance of the Bond.
By such date,the User shall also notify,in writing,the Paying Agent and the Issuer of the determinations the User
has made and the payment to be made pursuant to the provisions of this section. Upon written request of the
registered owner of the Bands,the User shall Ruttish to any registered owner of the Bond a certificate(supported
by reasonable documentation, which may include calculation by Tax Counsel or by some other service
organization)showing compliance with this section and other applicable provisions of Section 148 of the Code.
(0 The Paying Agent shall maintain a record of the periodic determinations by the User of the
Excess Earnings for a period beginning on the fifth anniversary date of the issuance of the Bond and ending on
the date six years after the final retirement of the Bonds, Such records.4all slate each such anniversary date and
summarize the manner in which the Excess Earnings, if any, was determined. This provision shall not be
applicable if all "Gross Proceeds"of the Bond is expended within 180 days of the date of the delivery of the
applicable series or issue ofthe Bonds.
(g) If the Paying Agent shall declare the principal of the Bonds and the interest accrued thereon
immediately due and payable as the result of an Event of Default specified in the Bond Resolution,or if the Bonds
are optionally or mandatonly prepaid or redeemed prior to maturity as a whole in accordance with their terns,
any amount remaining in any of the funds established under this Bond Resolution shall be transferred to the
Rebate Fund at the written inis=tions of the User,to the extent that the amount in the Rebate Fund Is less than
the Excess Earnings compuled by the User as of the date of such acceleration or redemption,and the balance of
such amount shall be used immediately by the Paying Agent for the purpose of paying principal of,redemption
premium, if any, and interest on the Bonds when due. In furtherance of such intention, the Issuer heraby
authorizes and directs its President to execute any documents,cemiftutes or reports required by the Code and
to make such elections,on behalf of the Issuer,which may be permitted by the Code as are consistent with the
purpose for the issuance of the Bonds
Section 18. SALE OF THE BONDS. At the specific request of the User, the Bonds are hereby
authonzftd to be sold,and shall be delivered to, Brown Brothers Harriman&Co. for the price of par.
Senton 19, EVENTS OF DEFAULT. (a) Event,of Default. Any one or more of the following events
1 shall vmstitute and hereinafter shall be called an "Event of Default";
(1) the failure by the Issuer to make due and punctual payment of principal of,redemption
premium, is any, and interest on any Bond, whether payment is required at maturity or by call for
redemption or otherwise;provided,however,that if such failure shall vise other than by reason of a
default by the User under this Bond Resolution And the Agreement,the continuation of such failure for
two day's.
` (2) the failure of the User to make or pay,or cause to be made or paid,any Installment Loan
Payment,or any pail thereof, when and to the extent due and required by the Agreement or this Bond
Resolution.
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(3) the filing by the User of a voluntary petition in bankruptcy or failure by the User
promptly to lift or suspend any execution, garnishment, or attachment of such consequence as coil
materially impair its ability locarry out its obligations under the Agreement or this Bond Resolution,or
the conunission by the User of arty act of bankruptcy,or failure of the User generally to pay its debts as
they become due, or entry or an order for relief of the User in a bankruptcy case of the User or
assigwricrtt by the User of a substantial portion of its assets for the benefit of i ts creditors,or the entry
by the User into an agreement of composition with its creditors,or the entry of an order or decree
applicable to the User in any proceeding for its reorganization or arrangement in any proceedings
instituted under the provisions of any applicable federal or state bankruptcy statutes, including the
federal Bankruptcy Code,as they now exist or are hereafter amended or enacted
(4) the User defaulting in the observance or performance of any other of its covenants,
conditions, or obligations in the Bonds, the Agreement or this Bond Resolution, and the User not
remedying such default within 60 diys after written notice to do so has been received by the User from
any owner of the Bonds;
(S) receipt by the Paying Agent of written notice from any Bondholder that an Event of
Default has occurred and is continuing under the User Documents.
(b) ( ecigre ion offrincipal iW Inlerest Due. Upon the happening of an Event of Default,the
owners of 100%in aggregate principal amount of the Bond then outstanding may declare and directly accelerate
the principal of the Bonds then outstanding and the interest accrued thereon immediately due and payable,and
such principal and interest, together with any applicable agreed liquidated damages, and any applicable
redemption premium, and any other amounts then due, shall thereupon become and be immediately due and
payable,anything in the Bond,the Agreement or this Bond Resolution to the contrary notwithstanding
(c) plicatioa of Morns. All money collected by the Paying Agent pursuant to the exercise of
the remedies and powers provided in this Article,together with all other sums which then maybe held under" i
provision of this Bond Res: lution as security for the Bond,shall be applied as follows:
FIRST; to the payment of matured interest on the Bonds, including, to the extent legally
permissible,interest thereon at the rate borne by the Bonds from due date to date of payment.
SECOND. to the payment of principal of,redemption premium, if any,and agreed liquidated
damages, if any,on any Bond which has been called for redemption as permitted or required by this
Bond Resolution or have matured as provided thereby, and interest thereon, to the extent legally
permissible,at the rate bome by such Bond from the date of redemption or maturity to date of payment.
• THIRD: to the payment of prinv al of the Bonds which has become due by virtue of the
declaration pursuant to this Section 19,and interest!hereon,to the extent legally permissible,at the rate
bome by the Bonds from the date declared due to dal-.ofpiymenl.
1
FOURTH to the payment of the surplus,if any,to whomsoever maybe lawfully entitled to r
receive the tame,or as a court of competent jurisdiction may direct.
• If in making distribution pursuant to the order abore stated,the amount available for distribution in a particular 0 •
classification shall be insufficient to pay in full all of the items in such classification,the amount available for
distribution to items in such classification shall be prorated among such Items in the proportion that the amount
each item bears to the total of all such items
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Section 20. LOAN AGREEMENT, The President of the Board is hereby authorized and directed,for
and on behalf of the Issuer,to date,sign and otherwise execute the Loan Agreement between City of Denton i
Industrial Development Authority and Mayday Manufacturing Company,Inc."(the"Agreement♦')in substantially
the farm and substance attached to this Resolution and made a part hereof for all purposes,and the Secretary of
the Board is hereby authorized and directed,for and on behalf of the Issuer to sign, attest,and affix the seal of f
the Issuer to,the Agreement. Upon execution by the parties thereto the Agreement shall be binding upon the
Issuer in accordance with its terms and provisions.
Section 21, THE PROJECT. The Project to be financed pursuant to the Agreement is described in
Exhibit A to the Agreement and such description is adopted as pan of this Resolution.
Section 22, FINDINGS. Based solely on representations made to the Board by the User,it appears and
r of manufacturing development end
' t is suitable for the promotion the Board hereby fords that(i) the Proles P B oP ,
expami x%(ii)the Project will have a direc t,positive,sad favorable impact on employment in the Governmental
Unit,and(iii)that the Project is in furtherance of the public purposes as set forth in the Act.
Section 23, TAX-EXEMPT STATUS OF BOND. The Issuer and the Paying Agent each covenant to
commit or suffer no act within their control that would slur the status or characta of the Bond,or the interest
to be paid on the Bond,for purposes of federal income taxation, The provisions of this Section aball apply to f '
the Paying Agent only to the extent that the Paying Agent is acting hereunder in its sale discretion
I Nomithcwtding the foregoing,the Issuer shell have no obligation under this Section with respect to any action
(i)assigned herein to the Paying Agent or(ii)not otherwise specified in this Bond Resolution or the Agreement
unless it bas received written instructions with fespect to such action from the User or the Paying Agent and an
indemnity satisfactory to it, if reasonably requested.
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LOAN AGREEMENT
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BETWEEN
CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY
AND
MAYDAY MANUFACTLIUNG COMPANY,INC,
Dated as of May I, 1998
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TABLE OF CONTENTS
(The Table of Contents is not a part of the Loan Agreement but is for convenience of reference only.)
PAGE
Par!ies
ARTICLE I
DEFINITIONS;GENERAL RECITALS,FINDINGS,AND REPRESENTATIONS
Section 1.01. Definitions
Section 1.02. General Recitals,Findings, and Representations i
i
ARTICLE II
THE PROJECT
Section 2.01. Approvals and Permits
Section 2.02. Acquisition and Construction
ARTICLE III
FINANCING THE PROJECT;TITLE AND OPERATION
Section 3.01. The Loan
Section 3.02. Security for the Loan
Section 3.03. Repayment of Loan
Section 3.04 Title
Section 3.03. Operation
Section 3.06. Indemnities
1 '1
. Section 3.07. Issuer's Limited Liability
ARTICLE IV
THE BONDS
s Section 4.01 Issuance of Bonds
Section 4.02. Refunding of Bonds O
Section 4 01 Redemption of Bonds ;
Section 4.04, Installment Loan Payments
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Section 4,05. No Arbitrage
Section 4,06. Representations and Warranties Relating to
Tax-Exempt Status of Bonds
Section 4.07, General Tax Covenants
ARTICLE V '
COVENANTS AND REMEDIES
Section 5.01. Covenant
Section 5.02. Remedies
Section 5.03, General Provisio.is
Section 3.04. Amendment of Agreement
ARTICLE VI
SPECIAL COVENANTS
Section 6 01 Existence '
Section 6.02. Assignment
i
Section 6,03, Financial Reports
I
Section 6.04. Term of Agreement
Section 6.05. Intentionally Omitted
Section 6,06. Notices `
Section 6.07, Severability
Execution by the Issuer
Execution by the User
Exhibit A-Descripti m of the Project
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LOAN AGREEMENT
This Loan Agreement dated as of May I, 1998, between CITY OF DENTON INDUSTRIAL
DEVELOPMENT AUTHORITY and MAYDAY MANUFACTURING COMPANY,INC.
j
WITNESS ET H;
ARTICLE I
DEFINITIONS; GENERAL RECITALS,FINDINGS,AND REPRESENTATIONS
Section 10 1. DEFINITIONS In addition to all other words and terms defined herein, and unless a
different meaning or intent cl„arly appears from the context,the following words and terms shall have the
following meanings,respectively, whenever they are used herein:
Act• Development Corporation Act of 1979,as amended,Article 5190.6 V T.0 S
Agreement• This Loan Agreement,together with Exhibit A attached to this Loan Agreement,and all
amendments and supolements to this Loan Agreement,
Approving Officer•Any duly appointed representative of the User.
Article•Any subdivision of this Agreement designated with a roman numeral.
Board or Board of Directors- The lawfully qualified Board of Directors of the Issuer
Bondholder • The owner of the Bond as shown on the Bond Registration Books kept by the Paying
Agent.
Bond Counsel• shall mean McCall,Parkhurst&Horton L L P. Dallas,Texas,and any other firm of
attorneys of nationally,recoytired expertise with respect to the tax-exempt obligations of political subdivisions,
selected by the User and acceptable to the Issuer
Bond Resolution•The Bond Resolution of the Board of Directors authorizing mho issuance of the Bond
Bonds •The$750,000 Denton Industrial Devciopn=t Authority Revenue Bond(Mayday Manufacturing
. Company, Inc Project) Series 1998A and the 51,150,000 City of Denton Industrial Development Authority
Revenue bond(Mayday Manufacturing Company,Inc. Project)Series 1998B.
Code.shall mean the Internal Revenue Code of 1986,as amended, Each citation to a section of the Code
shall include the Regulations applicable to such Section
Construction Fund•The segregated account or accounts into which c+naln yl ucetds from the sale and
delivery of the Bond will be deposited to provided the Bond Resolution. 0
47
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Cost of the Project • means With respect to the Project, the cost of acquisition, construction, i
reconstruction, improvement,expansion, equipping and/or furnishing of the Project as provided in the Act,
including without limitation,the cost of the acquisition of all land,nghts•of•way,property rights,easements, and
inta",the cost of all machinery and/or equipment,financing charges, interest during construction,necessary
reserve funds,cost of estimates and of engineering and legal services,plans,specifications,surveys,estimates
of cost and of revenue,other expenses necessary or incident to determining the feasibility and practicability of
acquiring,constructing,reconstructing,improving,and/or expanding any such Project,administrative expense,
and such other expense as may be necessary or incident to the acquisition, construction, reconstruction,
improvement, and/or expansion thereof,the placing of the same in operation,and the financing of the Project.
Debt Service Fund• The segregated account of accounts in which Installment Loan Payments will be
deposited as provided in each Bond Resolution.
Department•The Texas Department of Economic Development and its successors end assigns.
Govemmental Unit•The City of Denton,a political subdivision of the Stele of Texas,
Inducement Date-October 8, 1997.
Issuer• Denton Industrial Development Authority
Installment Loan Payments • Payments required to be made by the User to amortize the Bonds, as
provided for in the Bond Resolution,including the principal of,redemption premium,if any,and interest on such
Bonds when due(whether at stated maturity,upon redemption prior to stated maturity,or upon acceleration of
staled maturity),any agreed liquidated damages owed by the User to the Bondholders,and all fees and expenses
of the Registrar and the Paying Agent for such Bonds,together with any other pay riwnks required by such Bond J
Resolution other than the fees and expenses of the Issuer. j
Loan•The loan of the proceeds of the sale of the Bonds as described in Section 3.01.
Paling Agent• Brown Brothers Trust Company.
Project•The facilities descnbed in Exhibit A to this Agreement.
Project Location •The City of Denton, Texas,
Registrar•The registrar for the Bond named in the Bond Resolution.
• R$gulations• The regulations promulgated by the United States Treasury Department pursuant to the
Code.
Section• Any subdivision of this Agreement designated by Arabic numerals.
User• Mayday Manufacturing Company,Inc
• O •
User Documents •means,collectively,the Deed of Trust and Security Agreement,dated as of May 1,
1998, by and between the User and Brown Brothers Trust Company, and the Ouaranty and Suretyship
Agreement,dated as of May I, 1998,by the User to Brown Brothers Harriman do Co.
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appropriate.
Section 1.02. GENERAL RECITALS,FINDINGS,AND REPRESENTATIONS. (a) The Issuer is
a nonstock, nonprofit industrial development corporation organized and existing under the laws of the State of
Texas, including particularly the Act.
(b) The Issuer is a dulyconstituted authority and public instrumentality of the Governmental Unit,
a political subdivision of the State of Texas,within the meaning of the Regulations and the rulings of the Internal
Revenue Service prescribed and promulgated pursuant to Section 101 of the Code, and the Issuer is functioning i
and acting solely on behalf of the Governmental Unit
(c) The User is a Texas corporation in good standing under the Iaws of the State of Texas, and fully
authorized by lavv to execute this Agreement
(d) This Agreement is authorized and executed pursuant to applicable laws,including the Act.
(e) The User has requested the Issuer to finance the Cost of the Project.
(f) The Issuer has determined that it will finance the Cost of the Project,and loan money to the User
for such purpose in the manner provided in the Act and this Agreement.
(g) The goveming body of the Govemmental Unit has approved this Agreement by written `
resolution as required by the Act
(h) The Issuer and the User have taken all action and have complied with all provisions of law with
respect to the execution, delivery and performance of this Agreement and the due authorization of the 4
consummation of the transac ions contemplated hereby,and this Agreement has been duly executed and delivered
by, and constitutes a valid and legally binding agreement of,the Issuer and the User, enforceable against the
respective parties in accordance with its terms,
(i) The execution of this Agreement and the performance of the transactions contemplated hereby
will not violate any law or regulation,or any ARicles of Incorporation,Charter,or Bylaws,or any Judicial order,
judgment, decree,or Injunction,or contravene the provisions of or constitute a default under any agreement,
indenture,bond resolution,of other instrument to which the Issuer or the User Is a party,
(j) Based upon the representations made by the User,the Issuer hereby finds that(i)the Project is
suitable for the promotion of industrial or manufacturing development and expansion,(it)the Project will have
a direct,pgsitive and favorable impact on employment in the Governmental Unit,and(iii)that the Project Is in
furtherance of the public purposes as set forth in the Act.
(k) The User represents to the Issuer that the Project will be wholly located within the boundaries
of the City of Denton, Texas,consists of the Project described in Exhibit A,and constitutes a"project" within
the meaning of the Ad
(1) The User represents to the Issuer and the Department that(1)the Project will contribute to the 0
t cconomic growth or stability of the Governmental Unit by(A)increasing or stabilizing employment opportunities
in the Goverunenlai Unit,(B)significantly increasing or stabilizing the property tax base of the Govemmental 1
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Unit and the State of Texas,end(C)promoting commerce within the Governmental Unit and the State of Texas,,
(2)it has no present intention of using or mosvtg any portiat of the Project out of the State of texas or disposing
of or abandoning the Project;and(3)it has no present intention of directing the Project to a use other than the
purposes represented to the Governmental Unit and the Department. +
(m) The proceeds of the Bonds will be used by the User or its affiliates solely to finance the
acquisition,consouctkn installation and/or equipping of the Project and the costs of the issuance of the Bonds
NOW THEREFORE,in consideration of the covenants and agreements herein made,and subject to the
conditions herein set forth,the Issuer and the User contract and agree as follows.
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ARTICLE Il
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THE PROJECT
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Section 2.01, APPROVALS AND PERMITS The Uses agrees to use its best efforts to obtain all other
permits necessary with respect to the acquisition,construction,equipping,and/or furnishing of the Project,
Section 2,02. ACQUISITION AND CONSTRUC';JN. (a) The Project shall be acquired,constructed,
equipped, and/or furnished with all reasonable dispatch, and the User will use its best efforts to cause such
acquisition,construction,equipping, and/or furnishing to be completed as soon as practicable,delays incident
to strikes,riots,acts of God,or the public enemy,or other causes beyond the reasonable control of the User only
excepted,but if for any reason there should be delays in such acquisition,construction,equipping,and furnishing i
there shall be no diminution in or postponement of the Installment Loan Payments to be made by the User
hereunder,and no resulting liability on the part of the Issuer.
(b) The User shall acquire,construct,equip,and/or furnish the Project or cause the Project to be
acquired, constructed, eclilpped, and/or furnished and the Issuer shall hive no responsibility or liability
whatsoever with respect to the Project and the acquisition,construction,equipping,and furnishing thereof, it is
agreed and understood that the User has entered into and exerted and will enter into and execute all agreemmts
and contracts necessary to assure and accomplish the actual acquisition, construction, equipping, and/or
furnishing of the Project(and that the Issuer shall not execute any such agreements or contracts)and that the User
will carry out,pay,supervise,and enforce all such agreements and contracts, and will provide for such insurance
on and is connection with the acquisition,construction,equipping, and furnishing of the Project as it deems
nocessary or advisable or as is required by law and this Agreement. The User shall pity,from proceeds from the
sale and dchl cry of the Bands lom ed to it pursuant to this Agreement,and from any available income or earnings
derived therefrom, and from other funds of the User to the extent necessary,the entire Cost of the Project. The
User shall promptly pay all taxes, including specifically all sales taxes and ad valorem taxes,in connection with
the Project and the acquisition,concoction,equipping,and furnishing thereof. The Issuer shall loan certain
proceeds lion the sale of the Bonds to the User to be used by the User to pay all of part of the Cos I of the Project,
in accordance with procedures to be established in any applicable Bond Rcmlulion, including provisions for
reimbursing the User for paying all or any part of such Cost of the project under the aforesaid agreements and
contracts for the sequisition,construction,equipping,and/or furnishing of the Project prior to the User's receipt
of the Loan n hereinafter provided It is specifically provided,however,that none of the proceeds from the sale '
of the Bonds will be used to reimburse the User for,or to pay(and the User hereby covenants and agrees not to
request reimbursement of or paymernl for)any part or the Cost of the Project if such use or payment would result
in a violation of any of the User's covenants contained in Section 4.06 and Section 4.07.
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ARTICLE III
FINANCING THE PROJECT;
TITLE AND OPERATION
Section 3.01, THE LOAN, The Issuer shall make the Loan to the User by depositing into the
Construction Fund (or such other fund as specifically provided in the Bond Resolution) the proceeds from the
sale of Bonds in such amount as is provided in each Bond Resolution. The amounts so deposited shall be
advanced in the manner provided in the Bond Resolution; and the User shall repay the Loan by making the
Installment Loan Payments as provided in this Agreement and the Bond Resolution,
Section 3.02. SECURITY FOR THE LOAN The obligations of the User under this Agreement shall
be&roct general obligations of the User The Issuer his as.igned to the Bondholders under the terms of the Bond
Resolution all ofthe Issuer's right,title, and interest in and to the Installment Loan Payments,
I
Section 3,03. REPAYMENT OF LOAN (a) Notwithstanding any prov;sion expressly or inferentiati•, l
to the contrary contained herein,the Uscr unconditionally agrees that it shall make Installment Loan Payments `
to the Paying Agent(pursuant to the aforesaid assignment by the Issuer)in lawful money of the United States
of America,and in such Amounts and at such times as shall be necessary to enable the Paying Agent to make full
and prompt payment of the principal of, redemption premium, if any, and interest on the Bonds when due
(whether at stated maturity,upon redemption prior to stated maturity,or upon acceleration of stated maturity),
any agreed liquidated damages owed by the User to the Bondholders,and all fees and expenses of the Paying
Agent and the Registrar for such Bonds,and of all other amounts required to be paid by this Agreement and the
Bond Resolution. Upon the issuance and delivery of Bonds to the initial purchaser thereof,and the deposit of
the proceeds derived therefrom into the accounts established in the Bond Resolution,the User shall have received,
and the Issuer shall have given, full and complete consideration for the User's obligation hereunder to make
Installment Loan Payments. The obligations of the User to make the payments required by this Agreement shall
be absolute and unconditional, and shall not be subject to diminution by set-off,reeoupmcm, counterclaim,
abatement,or otherwise,and until such time as all Installment Loan Payments shall have been made or provision
therefor shall have been made in accordance with the Bond Resolution and the User (i) will not suspend or
discontinue,or permit the suspension or discontinuance of,any payments provided for in this Agreement;(ii)will
perform and observe all of its other agreements contained in this Agreement;and(iii)will not terminate this
Agreement for Any cause including, without limiting the generality of the foregoing, failure of the Project to
comply with the plans and specifications therefor, any acts or circumstances that may constitute failure of
consideraflm destruction of,or damage to the Project,frustration of commercial purpose,any change in the tax
or other laws or administrative rulings of of administrative actions by the United States of America,or the State
` of Tc%as,or any political subdivision of eitru,or Any failure of the Issuer to perform and observe any agreement,
. whether expressed or implied, or any duty, liabtiity, or obligation arising out of or in connection with this
Agreement-Nothing contained in this Section shall be construed to release the issuer from the performance of
any of the agreements on its part contained herein; and in the event the Issuer shall fail to perform any such
agreement on its part,the User may institute such action against the Issuer is the User may dam necessary to
compel perfonnanc ,provided that no such action shall violate the agreements on the part of the User contained
in this Section or postpone or diminish the amomw required to be paid by the User punuant to this Agreement. 1
(b) Notwithstanding the foregoing, it Is the Intention of the parties hereto to conform strictly to the
opplicabie usury laws orthe Stale of Texas And the United Stites of America,and any provision for any poyvnent
contained herein and in such Bands shall be hrld to be subject to reduction to the amount allowed under said 1
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usury laces as now or herwfter constrttai by the courts having jurisdiction. This provision shall be held to operate
to deny the owner of the Bonds the right, in any event,to collect usury,
Section 3,04. TITLE, The Issuer shall have no right,title,or interest in and to the Project, Except for
making the Loan to the User from the source and in the manner provided in this Agreement,the Issuer shall not
be responsible or liable in any manner for any claims, losses, damages, penalties,costs, tales,or fines with
respect to the acquisition,construction,equipping,famishing,installation,operation,maintenance,or ownership
of the Project.
Section 3.05. OPERATION. (a) The User represents and covenants that it will operate and maintain
the Project,or cause the Project to be operated and maintained,and will pay,or cause to be paid,all costs and
expenses of operation and maintenance of the Project, including all applicable taxes,and that it will keep,or cause
to be kept, in force adequate insurance, including self-insurance,on the Project as is customarily carried by
persona engaged in the same business and operating facilities like the Project, It is understood and agreed that
the Issuer shall have no duties or responsibitities whatsoever with respect to the operation or msintenance of the
Project,or the performance of the Project for its designed purposes.
(b) The User has not and will not maintain that,by virtue of the Project being financed under the Act,
it is entitled to an exemption from Texas sales and use lax on personal property acquired in connection with the
Project, The User and its affiliates shall promptly pay all taxes, including specifically all sales taxes and ad
valorem taxes,in connection with the Projecl acid the acquisition,construction,equipping,and furnishing thereof
Section 3,06. 1NDEb4NIT1ES, (a)No Recourse to Issuer The Issuer will not be obligated to pay the `
Band except from revenues provided by the User or from other sources specified in the Bond Resolution.The
issuance of the Bonds will not directly or indirectly or contingently obligate the Issuer or the State of Texas to
levy or pledge any forth of taxation whatever or to make any appropriation for their payment Neither the Issuer
not any member, officer,employee or agent of the Issuer nor any person executing the Bonds shall be liable
personally for the Bonda or be subject to any personal liability or accountability by reason of the issuance of the
Bonds.
(b) Indemrtifcalion.
W The User releases the Department,its directors,employees and agents,the Issuer,its
officers, directors,emplo)ees,agents and attorneys and the Governmental Unit, its officers, agents,
attorney's,employees and the members of its governing body(collectively the"Indemnified Entities")
from, and the Indemnified Entities shall not be liable for, and the User agrees and shall protect,
indemnify,defend,and hold the Indemnified Entities harmless from any and all liability,cost,expense,
. damage or loss of whatever nature(including,but not limited lo,attorneys'fees,litigation and court
costs, amounts paid in settlement, and amo nls paid to discharge judgmonts) directly of Indirectly
resulting from wising out of,in connection with,or related to(a)the issuance,offering,sale or delivery
of the Bonds,the Bond Resolution and this Agreement and the obligations imposed on the Issuer hereby
and thereby; (b)or the design,construction, installation,operation, use,occupancy,maintenance,or
ownership of the Project;(c)any written ttatemenls or representations made or given by the User or any
of its officers or employees to the Indenn fed Entilies,with respect to the User the Ptcjec 1,or the Bonds,
including,but net limited to,statements or representations of facts, financial information,or corporate 0
affairs; (d)damage to property or any injury to or death of any person that may be occasioned by any
cause whatsoever pertaining to the Project;and (e)any lost or damage incurred by the Issuer as a result
of violation by the User of Sections 4.03, 4.06 or 4.07 of this Agreement, THE PROVISIONS OF
53
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THE PRECEDING SENTENCE SHALL REMAIN AND BE IN FULL FORCE AND EFFECT
EVEN IF ANY SUCH LIABILITY, COST, EXPENSE, DAMAGE OR LOSS OR CLAIM I t`
THEREFOR BY ANY PERSON DIRECTLY OR INDIRECTLY RESULTS FROM,ARISES 1
OUT OF,OR RELATES TO OR IS ASSERTED TO HAVE RESULTED FROM,ARISEN OUT
OF,OR RELATED TO,IN W HOLE OR IN PART,ONE OR MORE NEGLIGENT ACTS OR
OMISSIONS, EXCLUD'N 7 "'sLLFUL MISCONDUCT, OF THE DEPARTMENT, THE
ISSUER OR THE GO�L,uw% IrTAL UNIT, OR THEIR RESPECTIVE OFFICERS, =
DIRECTORS, EMPLOYEES, AG' ATTORNEYS, SERVANTS, OR ANY OTHER
PARTY ACTING FOR OR ON BEHALi t:F THE DEPARTMENT,THE ISSUER OR THE
GOVERNMENTAL UNIT IN CONNECTION WITH THE MATTERS SET FORTH IN
CLAUSES(a)THROUGH(e)OF SAID SENTENCE.
(ii) The User shall indemnil�and hold the Prying Agent harmless against any loss,liability
or expense, including reasonable sitonw)-s' fees, or settlement costs incurred without bteach of the
roquirod standard of care set forth ht the Baud Resolution arising out of or in connection with claimant
actions taken under or pursuant to the Bond Resolution,including the costs and expenses of defense
including counsel selected by the Paying Agent against any such claim or action or liability.
NoMiduunding anything to the contrary in this Agreanau,the User expressly acknowledges and agrees
that the obligations and liabilities of the User as set forth in this Section 3.06 shall survive the
resignation or removal of the Paying Agent.
Section 3.07, ISSUER'S LIMITED LIABILITY, It is recognized that the Issuer's only source of f eida
with which to carry cwt its commitments with respect to the Project and this Agreement will be from the proceeds `
from the sale of the Bonds; and it is expressly agreed that the Issuer shell have no liability,obligation, or t
responsibility with respect to this Agreement or the Project except to the extent of funds available from such
Bond proceeds. If,for any reason,the proceeds from the sale of the Bonds are not sufficient to pay all the Cost
of the Project,the User shall complete the Project and pay all such Cost of the Project from ice own funds,but I
it shall not be entitled to reimbursement therefor or to any diminution in or postponement of any payments I
required to be made by 'he User hereunder. I
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ARTICLE IV
THEBONDS
Socuon 4.01. ISSUANCE OF BONDS, (a) In consideration of the covenants and agreements set forth
in this Agreement,and to enable the Issuer to issue the Bonds to carry out the intents and pur-3cs hereof,this
Agreement is executed to assure the issuance of such Bonds, and to provide for the due and punctual payment j
by the User to the Paying Agent of the Installment Loan Payments. The User shall make the Installment Loan j
Payments, for the benefit of the Bondholders, to the Paying Agent for deposit into the Debt Son ice Fund as
provided in the Bond Resolution
(b) Simultaneously with the authorization of this Agreement by the Issuer,the Issuer has adopted
the Bond Resolution. The User hereby approves the Bond Resolution. It is hereby agreed that the foregoing
approval of the Bond Resolution constitutes the ackrrow1edgment and agreement of the User that the Bonds,when
issued and delivered as provided in the Bond Resolution,will be issued in accordance with and in compliance with
this Agreement,notwithstanding any other provisions of this Agreement or any other contract or ageement to
the contrary. Any Bondholder is entitled to rely fully aid unconditionally on such approval Notwithstanding
am provisions of this Agreement or any other contact or agreement to the contrary,the User's approval of the
Bond Resolution shall be the User's agreement that all covenants and provisions in the Bond Resolution affecting
the User shall, upon the delivery of the Bonds, becomes unconditional, valid, anJ binding covenants and
obligations of the User so long as the Bonds and the interest thereon are outstanding and unpaid. Particularly,
the obligation of the User to make,promptly when due,all Installment Loan Payments specified in the Bond
Resolution shall be absolute and unconditional, and said obligation may be enforced as provided in the Bond Q
Resolution regardless of any other provisions of this Agreement or any other contract or agreement to the
contrary.
Socuon 4.02, REFUNDING OF BONDS, AAtr the issuance of the Bonds,the Issuer shall not refund
the Bonds or change or modify the Bonds in any way,except as provided for in the Bond Resolution,without the
prior written approval of the Approving Officer; nor shall the Issuer redeem the Bonds prior to the'tr scheduled
maturities,or change or modify the Bond Resolution,without the prior written approval of the Approving Officer.
The Issuer will not issue any bonds to refund the Bonds without the approval of the Department.
i
Section 4.03, REDEMPTION OF BONDS. Provision shall be made in the Bond Resolution for the
redemption of the Bonds prior to maturity,under such teims and conditions as shall be set forth therein. The
rodcmpuon of the outswid ng Bonds prior to maturity at any time shall not relieve the User of its unconditional i
obligation to pay each remaining Utstallmenl Loan Payment as specified in any Bond Resolution The User also I!I
shall comply with end be bound by all provisions of this Agreement and of the Bond Resolution with respect to
. the mandatory and optional redemption of the Bonds.
Sauon 4 0, INSTALLMENT LOAN PAYMENTS. (a) Payment of all Installment Loan Payments
shall be made and deposited as required by the Bond Resolution including all such payments which may come
due because of the acceleration of the msturity or maturities of the Bonds upon default,or otherwise,under the
provisions of the Bond Resolution If any available funds in excess of cur,ent requirements are held on deposit
in the Debt Scn ice Fund at the time payment of any Installment Loan Izaymcnt is due, such payment maybe
reduced by the amount of the funds to held on deposit. The User shall have the right to prepay all or a portion O ,
of any Installment Loan Payment it any time, Any such prepayment b'?the User shall not relieve it of liability
for each remaining Installment Loan Payment as provided in this Agreement and the Bond Resolution
65
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(b) Rocogniring that the Installment Loan Paylaents will be the Issuer's sole source for the payment
ana rerformar"of its obligations to the Paying Agent and the Bondholder under the Bond Resolution,when any
Bond is delivered,the User shall be unconditionally obligated to make and pay,or cause to be made and paid,
each installment Loan Payment regardless of whether or not the User actually acquires or completes the Proj.ct,
or Whether or not the User actually approves,purchases,receives,accepts,or uses the Project,and such payments
shall not be subject to any abatement,setoff,recourtment,or counterclaim; and the Bondholders shall be entitled
to rely on this agreement and representation,notwithstanding any provisions of this Agreement or any other
contract or Agreement to the contrary,and regardless of the validity of,or the performance of,the remainder of
this Agreement or any other contract or agreement
Section 4.05. NO ARBITRAGE. The User covenants with the Issuer and for and on behalf of the
purchaser and owrrerss of the Bonds from time to time outstanding that so long as the Bonds remain outstanding,
moneys on deposit in any fund in connection with the Bonds,whether or not such moneys were derived from the
proceeds of the sale of the Bonds or from any other sources,Will not be used in a manner which will cause the
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, and any lawful regulations
promulgated thereunder, as the same exist on this date, or may from time to time hereafter be amended,
supplemented or revised. The User reserves the right, however, to make any investment of such moneys
permitted by State law, if,When and to the extent that said Section 149 or regulations promulgated thereunder
shall be repealed or relaxed or shall be held void by final judgment of a court of competent jurisdiction,but only
if arty investment made by virtue of such repeal,relaxation or decision would rot,in the Written opinion of Bond
Counsel,result in making the interest on the Bonds includable in the federal gross income of the owner of the
Bonds
Section 4,06. REPRESENTATION AND WARRANTIES RELATING TO TAX-EXEMPT
STATUS OF BONDS. The User hereby represents and warrants that.
(a) all information provided to the Issuer or Bond Counsel with respect to the use and investment
of the proceeds of the Bonds and the use of the facilities constituting the Project is true,accurate,correct,and not
misleading;
(b) all information provided to the Issuer or Bond Counsel with respect to the expected economic 1
lives of the facilities constituting the Project is true,accurate,correct, and not misleading
(c) except as set forth 0 a certificate or written statement to the Issuer or Bond Counsel prior to the
issuance of the Bonds, the acquisition,constniction, reconstruction, or improvement of any of the facilities
cons'itutit.g the Project by the User or any related person did not commence prior to the Inducement Date,nor
was arty work performed or any costs paid or incurred by the User or any related person prior to such date which
• will be paid by,of reimbursed from,the proceeds of the Bonds;
(d) as of the date of the issuance of the Bonds,there are no outstanding obligations of any state,
territory or possession of the United Slates of Amenca,or any political subdivision of the foregoing or of the
District ofCoiumbia,constituting"exempt small issues", within the meaning of section l.lo3• o of the income
Tax Rerulations or any predecessor regulations (the "Regulations"), the proceeds of which have been used to '
' finance facilities located in the Governmental Unit(or outside the Governmental Unit,bw "contiguous"thereto
or"integrated"therewith,within the meaning orthe Regulations),and which were or are to be used primarily by O
the User(including any,person related to the User,as the case may be,within the mining of section 144 of the
Code),other than the Bonds;and,
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(e) the Bonds and any other obligation constituting a private act iviry bond under section 144(a)of
the Code will not be sold(A)at substantially the same time,(B)pursuant to a common plan of marketing, (C)
at substantially the same rate of interest,and(D)with a common or pooled sccsrity used or available to pay debt
service thereon.
Section 4.01. GENERAL TAX COVENANTS. The Issuer duly elects to have the provisions of
Section 144(a)(4) of the Code apply to the Bonds and such election is hereby made in accordance with the
applicablf,regulations and procedures of the Intcmal Revenue Service The User covenants and agrees that it
shall furush to the Issuer whatever information is necessary for the Issuer to make such election,as required by
the applicable regulations and procedures of the Internal Revenue Service.
The User and Issuer covenant to retain from such action which would ads'erscly affect the treatment of
the Bonds as obligations described in Section 103 of the Code,the interest on which is excludable from"gross
income" of the holder for purposes of federal income taxation. In furtherance thereof,the User covenants as
follows:
(a) not to use or invest nor to permit the use or investment of proceeds of the Bonds
(including investment earnings thereon)or the facilities constituting the Project in a manner that would
result in the Bonds not being "qualified bonds"within the meaning of Section 141(d)of the Code;
(b) to use at least 95 percent of the procaxds of the Bonds to provide for the payment of
costs of the acqu sition,construction,recoutruction or improvement of land or depreciable property that
constitutes a "manufacturing facility" within the meaning of Section 144 of the Code, and which are
incurred subsequent to the Inducement Date,
(c) during the six-year period beginning on a date three years prior to the date of issue of
the Bonds and ending three years after such date,will not pay or incur or permit any"principal user"or
any related person(within the meaning of Scction 144(a)(3)of the Code)of the Project to pay or incur
capital expenditures(within the meaning of Section 263 of the Code)for facilities located in the City of
Denton, Texas to the extent that such expenditures when added to the aggregate face amount of the
Bonds would exceed S 10,000,000;
(d) the User and related persons as defined above to the User will be the only principal
users of the Project;
(e) that all outstanding obligations the interest on which is exempt from federal income
taxation pursuant to Section 103 of the Cade which are allocated to the User"test period beneficiary"
• within the meaning of Section 144(a)(10)of the Code do not as of the date of issue and will rat,at any
figm during the three-y"period commencing on the later of such date or the date on which the Project
was placed-in-service,exceed$40,000,000;
(f) that the User will not cause the Bonds to be treated as"federally guaranteed"obligations
for purposes of Section 149 of the Code,as may be modified in any applicable rules,rulings,policies,
procedures,regulations or other official statements promulgated or proposed by the Department of the
Treasury or the internal Revenue Sen'ice with respect to"federally guaranteed"obligations described O
in Section 149 of the Coda For purposes of this paragraph,the Borxh shall be treated as "federally
{ guaranteed" if(i) all or any portion of the principal or interest is or will be guaranteed directly or
indiroctly by the United States of America or any agency or instrumentality thereof,or(ii)a significant
"r�wa�'o+veriw.n�
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portion of the proceeds of the Bonds will be (A) used in making loans the payment of principal or
interest with respect to which is to be guaranteed in whole or in part by the United States of America or
anry agency or nstrumrntality thereof,or(B) invested directly or indirect]), in federally insured deposits
or accounts,and(iii)such guarantee is not described in Section 149(b)of the Code;
(g) that the costs of issuing the Bands(including any underwriter's compensation,whether j
paid by f«or discount)which are financed with proceeds of the Bond will not exceed an amount equal !
to 2 percent of the proceeds received from the sale of the Bonds. Such amounts will not betaken into
account in satisfying the requirement stated above that at least 95 percent of the Bond proceeds be used
to provide the facilities;
(h) that no portion of the proceeds of Bonds is to be used to provide the following an
airplane, a skybox or other private luxury box, a facility primarily used for gambling or any store the
principal business of which is the sale of alcohotic beverages for consumption off premises;
(i) that the User shall make such use of the proceeds of the Bonds and any other funds
constituting"gross proceeds"(whether or not held by the Paying Agent under the Bond Resolution) j
wNch are allocable to the Bonds,restrict the investment of such proceeds and other funds,and take such
further action as may be required so that the Bonds will not constitute"arbitrage bonds"under Section
148 of the Code and the Regulations. In particular,but not byway of limitation,the User covenants that
it will provide written instructions to the Paying Agent with respect to investments in accordance with
Section 14(b)of the Dxtd Resolution. Moreover,the User agrees to provide to the Issuer and the Paying
Agent all required information and moneys necessary to enable the Paying Agent to satisfy the j
obligations imposed on the Issuer and the Paying Agent by Section 17 of the Bond Resolution with
respect to rebate;
(i) that the User shall immediately remit to the Paying Agent for deposit in the Rebate Fund
any deficiency with respect to rebate as required by Section 17 of the Bond Resolution;
(k) the User agrees to provide to the Paying Agent,at such time as required by the Paying
Agent,all information required by the Paying Agent with respect to"nonpurpose investments" (within
the meaning of the Code)rot held in any fund under the Bond Resolution;
(1) that the User will not pay or agree to pay,directly or indirectly,to a party other than the
United Stales of America, any amount that is required to be paid to the United States of America as a
Rebate Amount as provided in Section 148 of the Code; and
. (m) that,at no time during the period in which the Bonds remain outstanding,will proceeds
bf invested in a"reserve or replacement" fund,if any, at a yield higher than the yield on the Bonds,
txceod 150 percent of the debt service on the issue for the bond year and that the aggregate amount so
invested will be promptly and appropriately reduced as the amount of outstanding obligations
constituting the Bonds is reduced,
For purposes hereof,the term "proceeds" refers to"disposition proceeds,"if any,within the meaning of
A Sections 144 and 148 orthe Code The covenants and representations contained in sections 4.05,4.06 and 4,07 O
of this Agreement a,e intended to assure compliance with the Code and any regulations promulgated by the U.S.
Department of Treasury p,trsuant thereto. In the event that regulations are hereafter promulgated which modify,
or expand provisions of the Code,the User will not be required to comply with a covenant contained in this
68
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section to the extent such modifical ion or expansion,in the opinion or Bond Counsel,will not adversely affect
the exclusion from gross income of interest on the Bonds under Section 1[03(a)of the Code. In the event that
regulations are hereafter promulgated which impose additional requirements which are applicable to the Bonds,
the User and the Issuer agree to comply with such additional requirements to the extent necessary,in the opinion
of Bond Counsel,to preserve the exclusion from gross income of interest on the Bond under Section I03(a)of
the Code.
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ARTICLE V
COVENANT AND REMEDIES
Section 5.0 L COVENANT. The User unconditionally agrees and covenants with the Issuer and the
Paying Agent that it will pay,or cause to be paid, when due,each Installment Loan Payment required and
prescribed to be paid by it pursuant to the Bond Resolution, The User further unconditionally agrees and
covenants to pay all reasonable expenses and charges,legal or otherwise (including court cosh and attome)s'
foes),paid or incurred by the Issuer and the Paying Agent in realizing upon any of the said payments to be made
by the User or in enforcing the provisions of this Agreement or the Bond Resolution.
Section 5.02. REMEDIES. (a) The User is advised and recognizes that the Issuer will assign all of its
right,title,and interest in and to all the Installment Loan Payments required to be made pursuant to this Agree-
ment,and the right to receive and collect same,to the Bondholders. The Bondholders may enforce the obi igations
of the User under this Agreement and the Bond Resolution in the manner provided in the Bond Resolution,
without the necessity of making the Issuer a parry.
(b) In the event of a default in the payment of any Installment Loan Payment,or in the performance
of any agreement or covenant contained herein or in the Bonds or the Bond Resolution, such payment and
performance may be enforced by mandamus or by the appointment of a rocelver in equity with power to charge
and collect Installment Loan Payments and to apply such revenues in accordance with this Agreement,the Bonds
and the Bond Resolution.
Section 5,03. GENERAL PROVISIONS (a) The terns of this Agreement may be enforced as to one
of more breaches either separately or cumulatively.
(b) No remedy conferred upon or reserved to the issuer or the Bondholder in this Agreement is
intended to be exclusive of any other available remedy or remedies,but each and every such remedy shall be
cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by
statute No delay or omission to exercise any tight or power accruing upon any default,omission,or failure of
performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof,but any
such right and power may be exercised from time to time and as often as may be deemed expedient. In the event
any provision contained in this Agreement should be breached by the User and thereafter duly waived, such
waiver shall be limited to the particular breach so waived and shill not be domed to waive any other breach of
this Agreement, No waiver by either party of any breach by the other party of arty of the provisions of this
Agreement shall be construed as a waiver of any subsequent breach, whether of the same or of a different
provision of this Agreement k
i
(c)• Headings of the Articles and Sections of this Agreement have been inserted for convenience of
reference only and in noway shall they affect the interpretation of any of the provisions of this Agreement.
(d) This Agreement is made for the exclusive benefit of the Issuer, the Paying Agent, the
Bondholders, and the User,and their respective successors and assigns herein permitted,and not for any other
third party or parties;and nothing in this Agreement,expressed or implied,is intended to confer upon any party
A or parties other than the Issuer,the Paying Agent,the Bondholders,and the User,and their respective successors
and assigns herein permitted,any rights or remedies under or by reason of this Agreement
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ARTICLE VI
SPECIAL COVENANTS
Section 6.01. EXISTENCE. The User agrees that it will maintain its existence during the term of this
Agreement and will not distioute or dispose of all or substantially all of its assets,
Section 6.02. ASSIGNMENT, The User shall not assign its interest in this Agreement or any of its
rights or obligations hereunder accept as specifically provided in this Agreement. The User may assign its
interest in this Agreement to another party provided that the User shall remain and be primarily msponsible and
liable for all of its obligation hereunder,including particularly the making of all payments required hereunder,
when due.
Section 6.03. FINANCIAL REPORTS. The User shall supply the owners of the Bonds such fumwial
statements as such owner may reasonably request.
Section 6.04. TERM OF AGREEMENT, The term of this Agreement shall be from the date hereof until
all payments required to be made by the User pursuant hereto shall have been made,provided,however,that the
provisions of Sections 3.06,4.45, 4.06 and 4.01 shall survive the termination of this Agreement and shall
continue in effect regardless of the temunation of this Agreement.
Section 6.05. INTENTIONALLY OMITTED.
Section 6.06, NOTICES Any notice,request or other communication under this Agreement or the Bad
Resolution shall be given in writing and shall be deemed to have been given by any party to the otter parties at
the addresses shown below upon any of the following data:
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(a) The date of notice by tekfax, telecopy,or similar telecommunications, which is confirmed
promptly in writing;
(b) Three Business Days alter the date of the mailing thereof,as shown by the post office receipt
if mailed to U o other party hereto by registered or certified mail;
(e) The date of the receipt thereof by such other party if not given purnumt to(a)or(b)above.
The address for notice for each of the parties shall be as follows:
i
Mayday Manufacturing Company,Inc.
2400 FM 407
Lewisville,Texas 75061
Attn: President
Telephone: (972)317-7000
Telaopier:(972)311.7003
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City of Denton Industrial Development Authority ?
do City of Denton ' y
215 E. McKinney
Denton,Texas 76201 y
Attn: President IIII
Telephok: (940)566.8228
Telecopier:(940)$66-8236
Brown Brother Harriman&Co.
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Attn:
Telephone: -
Telempier:
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or the latest address specified by such other party in writing;or
(6) if the User fails to timely nuke or pay any payment under the Agreement,or upon receiving
notice that the interest on the Bonds is,or may be,subject to federal insane taxation other than M described is f c
the opinion of Bond Counsel cklivetod at issuano of the Bonds,the Paying Agent promptly shall inform the
Department of such an oaurronce,by sending written ratio to the following address:
Texas Department of Economic Development
Attention: Executive Director
P. 0. Box 12728 ti
Austin,Texas 78711 h
or the latest address specified by the Department
Section 6.07, SEVEPABILFTY. If any clause,provision,or Section of this Agreement should be held
illegal or invalid by any wit of competent jurisdiction the invalidity of such clause,provision,or Section dull
not affect any of the rernaining louses,provision,or Sections hereof and this Agreement shall be construed and
enforced as if suci illegal or invalid clause,provision,of Section had not been contained herein In ease airy
agnane t or obligation contained in this Agreanc-4 should be held to be in violation of law,then such Agreement .i
or obligation shall be deemed to be the agreement or obligation of the Issuer and the Uw,as the can maybe, ,
to the full extent permitted by law. } ;
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in multiple + '
counterparts,each of which shall be considered an original for all piuposes,as of the day end year first set out
above.
CITY OF DENTON INDUSTRIAL
DEVELOPMENT AUTHORITY
By
President,Board of Directors
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ATTEST.
Secrelary,Board of Directors
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(SEAL)
MAYDAY MANUFACTURING COMPANY,
INC.
By
President
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Exhibit . .
Description of the Proiat
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The Project is located at 1500 Interstate Highway 35W in Denton,Texas,and consists of(i)acquisition
of approximately 10 acres of land with existing buildings (approximately 43,000 sq. R. in size), (ii)
reconstruction of existing buildings to modernize, update and reconfigure for use by the Company in the
manufachn of close tolerance structural machining components for the aerospace industry,and(iii)acquisition
and installation of equipment related thereto.
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FACT SHEET
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MAYDAY MANUFACTURING COMPANY, INC. j r
1. Project The p .>ject is located at 1500 Interstate Highway 35W in Denton, Texas, and consists of(i)
acquisition of..pproximately 10 acres of land with existing buildings(approximately 43,000 square feet in v
size),(ii)reconstruction of existing buildings to modem ize, update and reconfigure for use by the User in the
manufacture of close tolerance structural machining components for the aerospace Industry, and (iii) °
acquisition and installment of equipment.
2. 7�ser. The"User",Mayday Manufacturing Company,Inc, is a Texas corporation established in May.of 1966.
The User is in it's 31st year in the business of producing precision bushings, sleeves, pica, sp:cers, And
K other close tolerance machined parts used in the aerospace world. The User also has significant capability in
termed pans that include milled features such as flange flats, slat, grooves, notches, tangs, etc. The User
his produced over 45,000 different parts for most of the major aerospace design groups in the world.
Approximately 80% of the pans that the User produces are used in cotnmerciat aerospace applications with I
} the balance produced for military aircraft programs of all sons. The plant operates 24 hours a day, 7 days
per week with 450 customers in 18 countries around the world, Including,Boeing,McDonnell Douglas, BeB
Helicopter, Northrup Grumman Vought, fns, British Aero, Airbus, Saab, and Dassua. The User has also 7
worked with most of the associated sub-tier suppliers that support those major airframe producers. They
have also made progress with Pacifrk�Rim companies like Misibishi, Fuju Heavy,and Kawasaki Industries.
31 Lob C ations: The User currently employs approximately 104 people with a$3.0 million annual payroll. The
estimated number of new jobs to be created as a result of the Project is 100 over the next three years. 'these
jobs will consist of skilled machining operator, machinist end machinist associates with an estimated total
annual payroll of$3,000,000,
I
4. Amoun : S2,300,W0 '
5. Purchase : Brown Brother Hartimam 6t Ca r'
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6. Interest t : Fixed Rate,payable monthly,to be determined prior to close. Final maturity is May 1,2018,
6. Estimated fr_oiecl Cos s:
Land and Existing Building $ 750,000.00
Construction Cost,including inspection,demolition,
ax hitectural,and design'engineering'consulting 1,047,000.00 p
b'aci'inery,equlp,s rat fixtum 635,001.00
{ >"� lescanceCosts 85.000.00
Miscellaneous Expenses 160.000.00
TOTAL PROJECT COST S 2,677,0*00
Balance to be paid by the User.
8. Estimated date of commencement: May I, 1998 t
r Estimated date of completion: April 13, 1999 1
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FIRST SOUWT COMPANY
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April 15, 1998
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Board of Directors
City Of Denton
Industrial Development Authority
215 E.McKinney Street
Denton,Texas 76201
RE: $2,500,000 CITY OF DENTON INDUSTRIAL DEVELOPMENT AUTHORITY REVENUE BONDS
(MAYDAY MANUFACTURING COMPANY,INC.PROJECT)SERIES 1998 t :r
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Dear Ladies and Gentlemen:
Dc ( e
You have advised us that you are considering the issuance of ap Amount not to exceed$2,500,000 in Industrial 1 I ti
P . . + y
F Development Revenue Bonds(Mayday Manufacturing Company, Inn. ProjedK Series 1998 (the"Bonds"), with
the proceeds to be lowed to Mayday Manufacturing Compaty, 6,c. (the "User"). The loan will be used to
finance(q the acquisition of ten acres of land with existing buildings(approximately 43,000 square feet in size), t
(ii)the reconstruction of existing buildings to modernize, update and reconfigure, and (iii) the acquisition and
installation of equipment located at 1500 1.35 W in Denton, Texas to be used in the manufacturing of close
�I
tolerance structural machining components for the aerospace industry.
Pursuant to the Loan Agreement, to be dated May 1, 1998,(the "Agreement"), between the Issuer and the User,
the User will agree to pay amounts sufficient to pay all principal of, premium,if any,and interest coming du in
the Bonds.
We have further been advised that Brown Brothers Harriman&Co.(the "Purchaser")has agreed to purchase the "
Bonds and hold until stated maturity.
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You have requested that First Southwest Company undertake a limited review and analysis of the financial
condition of the User and the proposed transaction and provide you with our opinion regarding the financial
1'
� User with respect to above referenced Bonds, We are leased to respond to this request.
condition ofthe U ped p po
We have received the following documents(collectively,the"Documents"):
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1 (i) a Resolution concerning the issuance of bonds to finance a project for the User, =
(ii) a Project Eligibility Questionnaire;
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(iii) a draft dated April 9, 1998 of the Loan Agreement to be dated as of May I, 1998,between the Issuer and . •
t9�r the User;
IN) a draft dated April 8, 1998 of the Resolution authorizing the issuance of the Bonds; t "
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��.. Board of Directors
s„r City of Denton Industrial
Development Authority
April 15, 1998
Page 2
I `
(v) unaudited financial statements for the User for the three fiscal years ending October 31, 1997,
October 3I, 1996 and October 31, 1995(the"Financial Statements");and
(vi) unaudited financial statements for the Purchaser for the three fiscal years ending December 31,
1997,December 31, 1996 and December 31, 1995.
The following description of the Bonds and our opinion are based solely upon the Documents, While we have no
i
reason to believe otherwise, we have relied upon the information provided us to be complete and factual and
containing no omissions or errors of any material fact We have also assumed that the final version of draft
documents will not vary substantially from the drafts reviewed.
The Bonds(Series 1998A in the original principal amount of 5750,000 and Series 1998B in the original principal
amount of s 1,750,000),are direct obligations of the User,jointly and severally,and are payable from the payment
to be made by the User pursuant to the Loan Agreement
As of this date,we have reviewed the Financial Statements provided to us by the User. We have not visited the
Use..'% properties or interviewed the Users management,attorneys, advisors or independent accountants. Some
of the fectors we have considered regarding the User and the Purchaser are described below,
1, The User was incorporated in the State of Texas in 1966. Mayday is a structural component machining
company serving 450 aerospace customers in 18 countries. Mayday produces bushings, sleeves, pins,
and other close tolerance turned and milled parts to commercial and military applications. In 1995 the
articles of incorporation were amended, and all of the stock of Mayday was recapitalized for family
estate planning purposes.
2. For the fiscal year ending October 31, 1997 the User reported ^,tA current assets of$3,529,838 and Iota]
ca,rrent liabilities of$1,015,823 for a current ratio of 3.47 ti.nes. This compares to fiscal year ending
October 31, 1996 when the User reported total current assets of$2,372,902 and total current liabilities of
$573,516 for a current ratio of 4.14 times. In fiscal year ending October 31, 1997 the User generated net
income, berore Interest, tares, and depreciation and amortization (EBITDA) of approximately
•
S1,625,917.compared to$708,292 for fiscal year ending October 31, 1996, c
1. 3. The Purchaser is licensed as Private Bankers and subject to examination and regulation by the
Superintendent of Banks of the Stale of New York and by the Departmvnl of Banking of the
Commonwealth of Penr•)Nanla. The Purchaser Is headquartered in New York,NY. The Purchaser has
. five core businesses, deposit accounts, commercial loans and discounts,commercial letters of credit and
' acceptances, foreign exchange and global custody of securities. 0
At December 31, 1997,the Bank had total assets of$1.9 billion,total deposits of$1.5 billion,total loans
and discounts of$9650 million,and capital and surplus totaling$190 million,
67
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City of Denton Industrial
i DeveiopmentAuthority.
April 13, 1998
Page 3 1 1
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j At your request, our opinion, Is based solely upon the foregoing limited review and analysis of tine Documenu,
and did not include a visit to the User's properties or interviews with the User's management,attorneys,advisor
.; or Independent accountants. Additionally,our opinion does not take into account or consider fuNre or anticipated
changes in economic,business or market conditions and their potential effects on the Users future ability to meet
its obligations. Based upon our limited revk At and subject to the assumptions and limitations set forth
hereinabove, it is our opinion that,at this time,the User possesses the financial resources,the commitment from
athe Purchaser to btrI the Bonds and hold the Bonds until maturity, necessary to provide assurances that the
.` payment of principal,premium,if any,and interest on all the Bonds will be paid as such become due.
The opinion set forth in this letter is solely for the benefit of the City of Denton Industrial Development Authority
and may not be relied upon in any manner whatsoever by any other person, Without the prior written consent of 4'
First Southwest Company this letter may not be quoted in whole or in part or otherwise referred to in any
document or other report
Very truly yours,
FIRST SOUTHWEST COMPANY
,
. { Hill A. Feinberg
Chief Executive
Officer
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Agenda No
Agenda Item
Date__`(-.t/-f*P
/ AGENDA INFORMATION SHUT
AGENDA DATE: April 21, 1998
DEPARTMENT: Planning and Development
CNI/DCAI/ACM: Rick Svehla
f
SUBJECT
I lold a public hearing inviting citizens to comment on the City of Denton's J998Action
Major Housing and Community Development
BACKGROUND I
Preparation and dissemination of an Action Plan is a requirement for all CDBG and
HOME" entitlement cities. The plan includes Wormation on funding available for 1998
community development programs and the proposed activities. Regulations require a 30-
day comment period on the plan and at least one public hearing. The comment period for
Denton's Action Plan is April 1 through April 30. Copies of the plan are available for
citizen rcyicw at the MLK Jr. Recreation Center, Denia Recreation Center and the
r Community Development Division,
ESTIMATED SCI{EDULE OF PROJECT
i
Public comment period March 29 through April 30
Action Plan public hearing April 21
City Council considers appro%al of Action Plan Alay l2
Submission of Action Plan to HUD June !
Environmental review process May 15 through July 20
Release of funds by I IUD August 4
Project initiation August 5
0 PRIOR AC'fION/RF,VIF, V (Council Boards.Commission
City Council received a presentation from the Community Development Advisory
Committee and the Human Services Committee at their April 14 work session. At that
time, City Council requested information from the Parks and Recreation Department
regarding CDBG-funded program budget revisions. Revisions are due to changes in the
Denton Independent School District's calendar for the 1998•'99 school year. PARD staff
0 is working to develop the revised budgets. p
1. Community Development Advisory Committee members developed recommertdations
for use of$1,715,481 in CDBG and HOME funds on housing, cooital improvements,
nonprofit facility improvements and program administration. CDAC also recommended
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that the HSC allocate CDBG funds in the amount of$179,547 to human services
activities. This amount represents the maximum amount of CDBG funds that can be used II
for human services activities. CDAC Committee minutes are included on pages 55 to 76
of the Action Plan booklet.
The Human Services Committee members developed recommendations for the use of y '
$179,547 in CDBG funds and $207,353 in the city's General Fund. Though the Action
Plan indicates that the HSC is recommending use of general fund dollars, approval of the
Action Plan does not approve HSC's General Fund recommendations. Human Services
Committee recommendations for the General Fund budget will be included in the normal
budgetary process. See pages 77 to 164 of the Action Plan booklet for HSC minutes.
FISCAL INFOMIATIO
All projects and programs approved under the 1998 Action Plan are funded with CDBG
and HOME,funds. No general fund dollars are included in the proposed 1998 Action
Plan. See the "Attachment"pages 3 and 4 for a list of activities with the funding
source(s)and amount(s)
BID INFORMATION
Each project will be bid according to Federal and State and Iocal laws and regulations,
ATTACHMENT
An Action Plan booklet was provided for the April 14 meeting under separate cover.
[CDAC and HSC Funding Recommendation Charts,pages 3 and 4]
[Project/Activities Map,page 43 of Action Plan booklet]
Respectfully submitted:
Dave Hill
Director of Planning and Development
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• Prepared by:
I
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Community Development Administrator
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REVISED. Apr31,1998
PLANNING!COMMUNITY DEVELOPMENT DIVISION
CDAC AND HSC FUNDING RECOMMENDATIONS
199d PROGRAM YEAR
1990 1998
FUNDING COSO GRANT HOME GRANT 1998 TOTAL
COMMITTEE 1998 ACTIVITIES I PROJECTS REQUESTED $988,585 $439,300 GENERALFUND RECOMMENDED
COAC Cor enlarRd WaslewalefProect 114,740 0 D 0 0
CDAC CarpenlerRd Water Project 37,610 37,610 0 0 37,810
CDAC Demolition Pro ram 73,400 50,000 0 0 50,000
COAC Denton Affordable Housing Corp -Affordable Housing Prog 100,000 0 100,000 0 1DO,000
COAC Denton Affordable Hous i ng Corp.•Ope ratin Costs 24.050 0 24,050 0 24,050
CDAC Denton Affordable Housing Corp -Transitional Housing 30,000 0 0 0 0
CDAC Denlon City Co. Day Nursery Roof 7,775 7,775 0 0 71775
CDAC Denton Co. Friends of the Famy Sheller•Electrical Rehab, 9,867 9,667 0 0 9,667
CDAC Denton Community Development orp 40,200 0 0 0 0
CDAC Emer enc Re air Pr ram 50,DOO 50.000 0 0 50,000
CDAC Fairhaven Retirement Home,Inc Rehabililation 33,294 _ 23,294 0 0 23,294 a '
CDAC Fred Moore Day Nursery School•Pla round 14,030 11,630 0 0 11,630
CDAC Gayla)Sridges Wastewater Project 314,620 0 0 0 0
v CDAC Ga larBrid esWalerpro'ecl 92,660 92,660 0 0 91,660
350,000 306,195 0 0 306,195
� CDAC Homebu er Assislancn Program' -4
a
CDAC Homeowner Rehabilitation Program' 363,211 72,307 240,904 0 313,211 D
CDAC Massey Street Drainage Project 154,000 0 0 0 0
CUAC Morse Street Culvert Project 226,000 0 0 0 0
.� CDAC Owsle Sleet Repave and Sidewalk Construction Project 129,000 132,200 0 0 132,200
• CDAC Sequoia Park Speed Hums Project 13,500 13,500 0 0 13,500
COAC South Central Street Paving Project 112,000 0 0 0 0
CDAC Tenant Based RentalAsCslance Program, Fairhaven Inc" 79,196 0 74,346 0 74,346
CDAC Wood St,Drainage 91,000 0 0 0 0
HSC Adu9 Day Care of North Tema$ 15,000 12,000 0 0 12,000
HSC AIDS Services of North Texas 15,000 12,000 0 0 12,000
HSC BovsBGirlsClubolDenlonCo. 24,0861 4,647 0 4,153 9,000 •
HSC Camp S ummil,Inc 8,000 0 0 8,000 6,000
HSC Childmn's CMlc,Donlon Kiwanis 20,000 0 0 0 0
HSC Communi! food Center 4,000 0 4,000 4,000
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REVISED April 1, 1998
PLANNING!COMMUNITY DEVELOPMENT DIVISION
CDAC AND HSC FUNDING RECOMMENDATIONS
1998 PROGRAM YEAR
' + 1998 1998
FUNDING CDBOGRART HOMEGRANT 1996 TOTAL
COMMITTEE 1998 ACTIVITIES I PROJECTS REQUESTED 9966,665 94301 GENERAL FUND RECOMMENDED
HSC Court Appoinjed S eciaiAdvocates,Denton Co. 10,000 0 0 8,000 8,01)0
HSC Denfan City Co,Day School 23,000 0 23'900 23 000
HSC Denton Co.Chiwiens Advocacy Center 20,000 0 9,000 9.000
HSC Denton Co. Goo p.MinIsU41 14,900 0 8,000 8,000
HSC Denton Co.Menial Health Menial Retardation SIERRA Program 18,616 1S,OX 0 0i 15,000
HSC Dnton Count FriendsorIIAFaml 40,000 0 40,000 40,OOD
e
HSC Denton Fairly Resource Center 20,000 0 5,000 5,000
HSC DISD Home Instruction Program for Preschool Youngsters 14,722 D 0 0 0
HSC DISD Teens Taking Responsibility in Parenting Success 10,000 10,0W 0 0 10,000
HSC FairhavenReluement How e 11,000 9,500 0 0 9,500
HSC Family Health Cara,Inc 30,000 20,000 0 0 20,000 �.
HSC First Texas Council Camp Fire Sc s 8 Girls 10,000 5,000 0 5-000
HSC Fred Moon Da Nurse Scholl 37,000 0 0 37,000 37.000 n
HSC HOPE,Ic.
30,000 25,000 0 5,000 30,000
n
a HSC Interfaith Ministries or Denton
12,000 0 0 12,000 12,000 n
� z
m HSC Mothers Against Drunk Driving,North Texas Chapter 1,280 0 0 0 0 -4
HSC North IA.Human Resource Grovp 30,000 10,000 0 D 10,000 a
HSC PARD,ASAS and TRAC Scholarshi s
23,7817 18,1)00 0 0 13,000
HSC PARO,MI_K Kings Kids Day KfAme 27,974 22,000 0 0 22,000
0 HSC PARR,Cwsley Summer Playground Program 16,951 14,000 0 0 14,000
HSC REACH,Inc 10400 5,200 0 0 5,200
HSC Riding Unikniled 3,000 0 0 3,D00 3,000
HSC RSVP 6,500 0 0 6,200 8,200
RISC SPAN,Inc. 28,000 0 0 26,000 26,000
i 15.000 0 9.000 9,000
j HSt: _ S ecisl Ci m ba,Denfan nam0e
. HSC UNT Student Health Center 20,920 0 0 0 0
Community DeveWmenl Admleislralion _ 207,596 239,396 46,200 287,598
corals
113,099,082 91 227,981 648?,W $201,353 $1,922,834
u CDAC■Cams,runny Development Advisory Committee HSC■Human 8ervka ComaNtUe
•TMSe• livnil s e'1 also be_netted by amand,wls made to provivA Adios Plem. Please sae Paps 3.6 ol0v Action P'sn booklet for a detabed a Isnolicn on By srrwdmeMs.
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Apenda No.___qCZ—��5
AGENDA INFORMATION SHEET Agenda Ite�m/ — S
Data
AGENDA DATE: April 21, 1998
DEPARTMENT: Planning Department j
DCNI: Rick Svehla, 349-7 715
SUBJECT— Rancho Vista Annexation(A-76)
Hold a public hearing regarding the proposed annexation of a 30.32 acre property located in
northwest Denton, north of Highway 77 near its intersection with Interstate 35.
BACKGROUND
The Rancho Vista Development Company proposes to develop its site at the northeast comer of
the intersection of Highway 77 and 1.35 in northwest Denton to accommodate commercial I'
development consistent with an approved General Development Plan. Within the city and ! ;
adjacent to the proposed annexation, the applicant owns 20.060 acres within a Commercial (C)
zoning district and 11.484 acres within an Agricultural (A) zoning district. A portion of the area
within the City has an approved preliminary plat, the FUF Addition.
In accordance with the City's annexation policy plan, approved June, 1993, the City will "assess
on a case by case basis the annexation of areas in the extraterritorial jurisdiction (ETJ) when
significant developments are proposed. Stan has conducted a preliminary annexation
assessment of the proposed annexation in accordance with policy guidelines.
An Annexation Study and Service Plan have been prepared for Council and public review during
the annexation process. The capacity of infrastructure such as water, wastewater, streets and
electric service and such service capacities as police, fire,recreation, and general government are
evaluated with respect to the proposed annexation.
This is the first of two public hearings conducted by City Council prior to review by the Planning i
and Zoning Commission and subsequent action on the request. The schedule for public hearings
consistent with the requirements of State law is included.
J,RIOR ACTION t REVIEW(Council,Boards Commissions]
1'hc Development Revicw Committee has reviewed the annexation request and identified water
service as the primary issue to be resolved. The Trinity Water Line from Denton to Sanger is the
likely source of water on the site. The water line is scheduled for completion in late 1998,
FISCAL INFORMATION 9 •
Without specific development plans at this time, it is impossible to complete a cost — bc..,fit
analysis without making many assumptions. Nevertheless, commercial development with .
retail component oriented )ward 1.35 users at this site is likely to have a positive benefit to cost
ratio.
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ATTACHMENT
ENT ,
1 r Location Map.
2. Site Map.
3. Annexation Study.
4. Service Plan
S. Annexation Schedule
Respectfully au n
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Director of Planning and Development
Prepared by: `
Mark Donaldson
Assistant Director, Planning and Development
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Attachment 1
Location Map
NORTH
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ATTACHMENT 2 i
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FOR D.R.C.
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ANNIXAVIOm 30.320 ACRES a®o r Apoollna,k
EXHIBIT '!A" �•�onCOUNfY,lttA1 ,e;-,�- �- �:a�rs
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ANNEXATION STUDY
(A - 76)
Rancho Vista
Name and Address of Owner:
Rancho Vista Development Corporation
5000 Thanksgiving Tower
1601 Elm Street
Dallas, TX 75201
Name and Address of Developer:
Rancho Vista Development Corporation
5000 Thanksgiving Tower
1601 Elm Street
Dallas. TX 75201
Location and Size:
The subject property is a 30.32 acre tract located In northwest Denton, noar the
Intersection of Highway 77 and Interstate 35.
Existing Land Use,
Undeveloped. Currently used for agricultural purposes.
Surrounding Land Use: East: Undeveloped
West: Interstate 35
North, Undeveloped
South: Commercial (Travel Center)
Proposed Development:
This property is adjacent to other property owned by the applicant that Is already in the City
and has Commercial (C) and Agricultural (A)Zoning, The proposed zoning for the property
considered for annexation is a Commercial (C)zoning district. The maximum floor area ratio
allowed within the zone district is 2 : 1. Total development of 2.6 million square feet would be
allowed on this property
' Analysis:
It is tho general policy of the City of Denton to assess on a case-by-rase basis the annexation
of areas In the extraterritorial jurisdiction (ET3) when significant developments are proposed,
• occurring, or likely to occur in the near future. O •
The following are guidelines for determining when annexation study should be considered:
(1) Singlo family developments over five acres; or
(2) Multi-family, Industrial or commercial development over one acre; or
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(3) Any area where the density exceeds 500 units per square mile; or
(4) Any development or area that might have a significant Impact upon the city, including
but not limited to service costs, increased traffic, drdinage Impact, utility needs or
utilization, safety or health hazards.
Guidelines for scope of study. In studying the questions of whether or not an area should
be annexed,the following criteria shall be considered:
(1) The ability of the city to furnish normal city services equal to other comparable
areas inside the city limits.
A. Streets and Roads. The property is located at the intersection of U.S. Highwary
77 and Interstate 35 in northwest Denton, Average daily traffic on Highway 77 near I-
35 is 8,675 vehicles. TXDOT is scheduled to upgrade Highway 77 to tour-lane with
median in the near future. Excess capacity in the roadway system exists.
B, Water!Wastewater Services. Water service In the area will be enhanced in the
very near future with the installation of the Sanger water line of the Trinity Regional
Water System. Wastewater collection lines are currently available In the area, though
they may have to be upgraded to accommodate significant development. Water
distribution and wastewater collection service Is available. Water and wastewater
treatment systems have excess capacity,
C. Electric Distribution. Electric distribution is capable of providing service to the
area.
D. Solid Waste Collection and Djspgsal. The city currently provides solid waste
services to other businesses in the immediate area. Any development in the area will
result in increased demand for services. Additional personnel and equipment may be
necessary to provide service to significant development in the area.
E. Police Services, Any future development of the property will result In increased
demand for police services in the area. The area surrounding this property Is already
within the city. Response time to the subject property would be comparable to that of
surrounding property In the city. Additional personnel and equipment may be
. necessary to prov,d3 service to significant development in the area. y
F. Ekaf,rotecjon and Emergency Medical Services (EMS). Any future
development of the propert! will result In Increased demand for fire protection and EMS
services in the area. Station #5 Is located at the Intersection of Windsor and Bonnie
Brae, less than two miles from the property. Response time would be relatively short.
Additional personnel and equipment may be necessary to provide service to significant
• development in the area. p
G. Parks and Recreation Services. Any future deveiopment of the property may
result in additional jobs In the community and new residents to fill those jobs, resulting
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in increased demand for park and recreation services in the community. Additional
personnel and facilities may be necessary to provide service to the employees and
their families who live locally if significant development in the area occurs.
H. library Services. Any future development of the property may result in
additional Jobs In the community and new residents to fill those Jobs, resulting in
Increased demand for library services in the community. Additional personnel and
facilities may be necess ary to provide service to the employees and their"p.milles who
live locally if significant development in the area occurs.
I. Code Enforcement, Building Inspections and Consumer Health Services. New
building activity will trigger additional case work for tho Code Enforcement, Building
Inspections and Consumer Health departments. At present there is no excess capacity
in any of these divisions.
J. Planning and DEyellopmgnt Services. Zoning, platting and development activity
will trigger addition case work for the Planning and Development Department. At
present there is no excess capacity In any division of the department.
K. Miscellaneous. Any future development of the property will result In Increased
demand for general government services in the area. Additional personnel and
facilities may be necessary to provide service to significant development o the area.
L. Capital Improvement Program (CIP). The CIP of the City is prioritized according
to the following guidelines:
1. Provision of Capital Improvements as compared to others areas will be
based on characteristics of topography, land utilization, population
density, magnitude of problems as related to comparable areas,
established technical standards and professional studies.
2, The overall cost-effectiveness of providing a specific facility or
improvement.
The annexed area will be considered for public improvements in the upcoming CIP.
I ,'his property will be considered according to the established guidelines.
(2) The reliability, capacity, and future public cost, if any, of current and planned
provisions for community facilities such as roads, drainage, utilities, etc.
A. Streets and Roads, The property's primary access will be via Highway 77 and
Interstate 35, both the responsibility of TXDOT for maintenance and improvements.
Internal roads required to provide access to future subdivisions of the property will be
• the responsibility of the developer, There will be little short-term cost to the city to tp 6
provide direct capital improvements for streets and roads related specifically to the
development.
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B. Water/Wastewater Services, Water distribution and wastewater collection
systems are In proximity to the property. Water and wastewater treatment facilities
have capacity. Both are "Enterprise Funds" so that any necessary improvements will
not impact the general fund. Service lines will be the responsibility of the developer.
C. Electric D' tri ti . Facilities to provide electric service to'he property may be
necessary. Again, the electric utility is an "Enterprise Fund" so that any necessary
Improvements will not Impact the general fund. Service connections will be the
responsibility of the developer.
D. Solid Waste Collecti•_n and Disposal. Equipment to provide services to the
property may be necessary. The solid waste utility is also an enterprise fund.
E. Polica. Fired Emeroer :v Medical Services. These departments are driven
by response time. As additional development is this area occurs, more personnel an,I
equipment may be necessary to maintain current response times. Station#5 is
conveniently located with respect to this property.
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F. parks cad Recreation. Library and General Government Services, The demand I
for those services Is more a function of residential population than commercial
development. Additional commercial development will result In more Jobs, which may
result in more population in the city.
(3) The need and quality of land use and building controls. Private controls will be
considered.
This property is located at a primary gateway to the city. Control of the quality of land and
building development will be desirad. Zoning established for the property should reflect the
need for land and bu!Jding design standards in this critical area.
(4) Impact on the city, both current and long range, including at a minimum:
a. Fiscal cost and benefits;
1
Over the last few years there has been a perceptible shift in the primary source of local
government revenues frcm property taxes toward sales taxes. In this regard, commercial
development that collects sales taxes from sales to patrons from outside the city Is a very
pot itive development. However, it is now very difficult to complete an acclaste cost-benefit
analysis. In terms of potential costa versus potential revenues, thn best of situations for a
local government would be a ,etail establishment in a very expensive building that sells
exclusively to out-of-town palrcrs and has only out-of-town employees. The demand for local
(r government services would be minimized and local government revenue would be 0
maximized. Costs are a function of the tyf a of development that Is ultimately constructed,
local unused capacity within the city's Infrastructure system, the percentage of locally
produced costs of goods sold, the likelihood of local ownership and the percentage of
employees who live locally. Revenues are a function of the cost of development, the volume
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of sales, the percentage of sales to outsiders, and the percentage of employees who live
locally.
Althot gh it is nearly Impossible to accurately estimate at this time, retail commercial
deve',)pment in lhic area that attracts a significant share of sales to people from outside the
city will dkely show a positive revenue to cost ratio.
b. Traffic;
Located at the Intersection of an Interstate 35 and U.S. Highway 77, traffic congestion at this
location will be relatively minor and localized. Employee related traffic has amply opportunity
to disperse in multiple directions. Retail traffic Is most likely to use 1.35, Highway 77 and Loop
288, minimizing any impact on collector or local '.rests.
C. Infrastructure of roads, utilities, ar.d other community facilities;
Highway capacity is In place and will be enhancad In the near future. Water distribution and
wastewater collection systems are in place. Electric service can be provided. Other
community facilities may be necessary if significant development occurs rapidly.
d. Safety and health;
The proximity of this property to fire station #5 will provide relatively good response times for
fire and emergency services. The area is already within the police service area.
e. Building or development quality;
The property is currently zoned agricultural. To more Intensely develop the property, a
change in zoning is required. Land and building design standards can be incorporated Into
any approved zoning.
f. Aesthetic quality;
The city's landscaping ordinance will epply to any r.ew development. land and building
design standards can be incorporated Into any approved zoning.
g. Community character.
The predominant character of existing development In the area is vehicle-oriented, In keeping
with the city's location astride Interstate 35, 35E and 35W. Any new quality development Is
likely to enhance the area. '
(6) Conformance with or need to enwre conformance with the officially adopted 0 �
master plans of the city.
The 1988 Denton Development Plan Identifies the area as an "Urban Center'.
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` The urban center designation Is the most Intense development district In the city. Commercial
f development of this property will conform to the"Urban Center" Intensity standard. f '
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ANNEXATION SERVICE PLAN
CASE NUMBER: A-76
AREA: 30.32 Acres
LOCATION: North of Highway 77, east of Interstate 35
Municipal services to the site described above shall be furnished by or on behalf
of the City of Denton, Texas, at the following levels and In accordance with the
following schedule:
A. Streets and Roads.
Access is available currently via Interstate 35 and Highway 77, each with
excess capacity.
B. Water/Waslewaler Services.
Water will be available at the east side of the 1-35 right-of-way by late
1998 and currently available at the south side of Highway 77 right-of-way.
Wastewater service is currently available at the east side of 1-35 right-o!- P
way and at the south side of Highway 77 right-of-way.
(:. Electric Distribution.
Electric service is currently available in the area
D. Solid Waste Collaction and Disposal,
The City currently serves adjacent property.
E Police Services.
The City currently serves adjacent property.
. F. Fire Protection and Emergency Medical Services IEMS).
The City currently serves adjacent property. Station #5 is less than 2
miles from the subject property.
G. Parks and Recreation Services,
The City currently serves adjacent property. North Lakes Recreation Area
Is less than 2 miies from the subject property. 0
H. Libra" SaLvjggg.
The City currently serves adjacent property,
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I. Code Enforcement, Building Inspections and Consumer Health Services.
The City currently serves adjacent property.
J. Planning and Develoomenj$erylces
The City currently serves this property.
K. Capital Improvement Pfggram ICIP),
The CIP of the City 1s prioritized according to the following guidelines;
1. Provision of Capital Improvements as compared to others areas will
be based on characteristics of topography, land utilization,
populaWn density, magnitude of problems as related to
comparable areas, established technical standards and i
professional studies.
2. The overall cost-effectiveness of providing a specific facility or
Improvement.
The annexed area will be considered for public improvements In the
upcoming CIP. This tract will be considered according to the established
guidelines.
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ATTACHMENT 5
PROPOSED ANNEXATION SCHEDULE
A- 76
RANCHO VISTA
April 7, 1998 City Council receives a preliminary assessment, gives direction to
staff and considers approval of a schedule for public hearings
regarding the proposed annexation,
o Preliminary Annexation Assessment prepared.
April 9, 1998 Notice published in Denton Record-Chronicle for fret public
hearing,
o Annexation Study prepared and available for public review.
Service Plan prepared and available for public review.
April 21, 1998 City Council conducts first public hearing.
• Public notice must be no less than 10 days and no more than 20
days before public hearing.
April 26, 1998 Notice published in Denton Record•Chronlcle for second public
hearing.
May 12, 1998 City Council conducts second public hearing.
• Public notice must be no less than 10 days and no more than 20
days before public hearing.
May 27, 1998 Planning and Zoning Commission holds a public hearing and
considers making a recommendation to the City Council regarding
the proposed annexation and the proposed zoning.
Public notice must be no less than 10 days before public
hearing.
June 2, 199£ City Council by a four-fifths vote Institutes annexation proceedings,
First reading of annexation ordinance.
Action must be more than 20 days after the second public
O hearing but less than 40 days from the first public hearing, '
June 7, 1998 Piibllcetlon of annexation ordinance In Denton Reoord-Chronicle,
July 21, 1998 .ity Council by a four-fifths vote takes final action. Second reading
and adoption of the annexation ordinance. City Council considers ,
approval of zoning request. O
• Council action must be more than 30 days after publication of
ordinance and less than 90 days after council Institutes
annexation proceedings.
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Agenda Item
Oatea�/'41rf
AGENDA 1NFORMATION SHEET '
AGENDA DATE: April 2l, 1998
Y
DEPARTMENT: Finance
CNI/DCNVACM: Kathy DuBose, Assistant City Manager of Finance
SUBJEC
Consider approval of a resolution relating to the issuance of obligations by North Texas
Higher Education Authority, Inc.; approving the issuance of such obligations and the use
of the proceeds of such obligations.
BACKGROUND—
North Texas Higher Education Authority, Inc. (NTHEA) is required by law to obtain
approval from its sponsoring cities for issuances of debt to fmarse its student loan
secondary market program activities. The Authority last came to you for approval of its
$43 million issuance of tax-exempted bonds in March 1996. Those funds have been
utilized by NTHEA. In October 1997, NTHEA applied for and received an allocation
under the state volume csp for S'S million, The Authority proposed to issue $40.815
million in bonds made up of $35 million in new money bonds combined with a5.815
million in refunding bonds to refund bonds maturing under its Series 1993B bond issue.
It is for this issuance in student loan revenue bonds that the Authority seeks the City's
approval.
PRIOR ACTION/REVIEW(Council, Boards, Commissions)
NTHEA, Inc. has approved the issuance of student loan tax-exempt bonds at the meeting
dated 2/26/98.
FISCAL INFORMATION ` t
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S 33 million
1 Res ectfully submitted:
Diana 0. Ortiz 0
Director of Fiscal Operations
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D5ro, North Texas Higher Education Authority, Inc.
201 E Abram, Suite 800 Arlington, Texas 76010-1196 (817) 265-9158
MEMORANDUM
TO: Mayor and Council
City of Denton
FROM: North Texas Higher Education Authority, Inc.
DATE: April 7, 1998
SUBJECT: Request for Approval for Issuance of Tax-Exempt
Student Logo Revenue Bonds
As you know, the North Texas Higher Education Authority, Inc. (NTHEA) is required
by law to obtain approval from its sponsoring cities for issuances of debt to finance its student loan
secondary market program activities. The Authority last came to you for approval of its $43
million issuance of tax-exempt bonds in March 1996. Those funds have been utilized by NTHEA,
together with recycled principal from existing bond issues over the past 24 months to acquire
student loans from its participating lenders.
In October 1997,NTHEA applied for ani received an allocation under the state volume
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cap for $35 million, The Authority proposes to issue $40.815 million in bonds made up of$35
i
million in new money bonds combined with $5.815 million in refunding bonds to refund bonds
maturing under its Series 19938 bond issue. It is for this issuance in student loan revenx bonds
' that the Authority seeks the City's approv:d.
,
CYde.epp
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The attached summary will provide you with details of the Authority's historical
financing activities. Also, you may be interested to know that to date, NTHEA has acquired 1
approximately 280,000 loans aggregating $849 million, of which approximately 120,000 loans
aggregating$400 million is currenil outstanding. The Authority's default rate of 5.17%is half the
y 68re8 Y ti� �
national average of 11 K.
+. As always, the City's support is gratefully acknowledged. NTHEA is proud to be in the
sponsorship of a council who believes strongly in its stated purpose of providing students access to
financial assistance for higher education
Should you have any questions or require further information,please contact.'
Kathryn Bryan,Assistant Secretary
North Texas Higher Education Authority, Inc.
201 East Abram,Suite 800
Arlington, TX 76010-1196
(817)265-9158
Thank you again for your interest and support of the program.
Enclosure
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NORTH TEXAS HIGHER EDUCATION AUTHORITY L INC.
i
FINANCING ACTIVITIES
1979-April 1, 1998
Tax-Exempt Financing:
Current '
Outstanding Credit
Date Type Amount Purpose Balance Provider _
1979 Series A S 10,000,000 New Loan Purchases $ -0- None
1980 Series 4 6,000,000 New Loan Purchases -0- None
1982 Series A 11,845,000 Refund Series A&B -0- AMBAC
1982 Series B 25,000,000 New Loan Purchases -0- AMBAC
1983 Series A&B 50,000,000 New Loan Purchases -0- AMBAC
1985 Series 23,100,000 Refund 1982B -0- AMBAC
1987 Series 1987 98,000,000 Refinance Loans Held Under Line 87,750,000 Fuji Bank
of Cred it
1990 Series 1990 $0,000,000 Refinance Loans Held Under Line 50,000,000 Sallie Mae
orCredit
1991 Series 1991A-F 153,500,000 Refinance West Texas Debt and 114,500,000 AMBAC/
Provide for New Loan Purchases Sallie Mae
1991 Series 199IG 90,000,000 Refinance West Texas Debt -0- Mitsubishi
1993 Scries 1993 A-D 140,000,000 Refinance 1991 d Provide for New 134,185,000 Sallie Mae
Loan Purchases
1996 Series 1996 A-D 4 000 New Loan Purchases 43,000,K0 AMBAC
Total Tax Exempt 1122 445 2 429.435.000
Financings
Taxable inancin
I
Current
Outstanding Credit
Date Type Amount Purpose Balance Provider
,♦ 1986 Line or Credit S 90,000,000 New Loan Purchases and to S -0- Fuji Bank (f
Refinance Loans Held Under Series
1983A and 19838
1989 Line of Credit 100,000,000 New Loan Purchases 50,000,000 Sallie Mae
1990 Line of Credit 50,000,000 Interim Financing of loans for -0- Bank One
1990 Bonds
1995 Four.)ear 25,000,000 New Loan Purchases -0- Sallie Mae 0 r
Advance
1996 Line of Credit 50.000.000 New Loan Purchases 50,000, Fuji Bank
Total Taxable Financings S 315.000.000 S I00.000.000
FL�AV9aDOC
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RESOLUTION NO.
A RESOLUTION BY THE CITY 'OUNCIL OF THE CITY OF
DENTON RELATING TO THE ISSUANCE OF OBLIGATIONS BY
NORTH TEXAS HIGHER EDUCATION AUTHORITY, INC.;
APPROVING THE ISSUANCE OF SUCH OBLIGATIONS AND
THE USE OF THE PROCEEDS OF SUCH OBLIGATIONS; AND
MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH,
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the North Texas Higher Education Authority, Inc, (the "Authority"I was
established as a non-profit corporation, pursuant to the Texas Non-Profit
Corporation Act, for the purpose of furthering educational opportunities of
students by providing funds for the acquisition of student loans; and
WHEREAS, the Authority has proceeded in the development of a plan of doing business
and has issued student loan revenue bonds for the aforesaid purposes, and
additional funds are needed to continue the program, and it Is now
appropriate for this goveming body to approve the Issuance of additional
bonds for such purpose; and
I
WHEREAS, pursuant to Section 147(f) of the Internal Revenue Code of 1988, as
emended ("Code"), a public hearing was conducted of February 28, 1998,
at 10:00 o'clock a.m., following reasonable public notice, with respect to
the issuance of student loan revenue bonds by the Authority (the "New Tax-
Exempt Bonds"), and
WHEREAS, certified minutes of the proceedings from said hearing have been submitted
to the City of Denton I"City"); and
WHEREAS, in order to satisfy requirements of the Code, it is necessary for City,
following the holding of a public hearing, to approve the Issuance of the New
Tax-Exempt Bonds; and
r WHEREAS, in order to satisfy requirements of the Taxes Education Code, it Is necessary
for City to approve the Issuance of all bonds or other obligations of the
Authority whether or not they require approval under the Code;
NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
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SECTION 1.
That the City Council of the City of Uenton, Texas, hereby grants Its
approval to thn North Tax's Higher Education Authority, Inc. to Issue and deliver student ,
loan revenue bonds, notes or other obligations, in one or more series In an aggregate
principal amount not to exceed 150,000,000, for the purposes of obtaining funds to
purchase student or parent loan notes which are guaranteed under the Higher Education
Act of 1965, as amended; refunding outstanding obligations of the Authority; and setting
aside the amount the Authority determines is necessary for a reserve and for operating
costs and paying the cost of issuing such obligations In accordance with the lawr of the
State of Texas, including Chapter 63, Texas Education Code, and if applicable, an. 717k,
Vernon's Civ. Stat. Ann. and Section 144 of the Code,
SECTION H.
Further, t he Mayor and City Secretar y oft
he City
of Denton, T
xAs
are
hereby authorized and directed to execute the Approval Certificate, Is rcate, a copy of h
attached hereto and incorporated herein as Exhibit W, and to deliver certified copies of
this resolution and the Approval Certificate to the Authority.
SECTION lit.
The City of Denton, Texas requests that the Authority exercise the powers
enumerated and provided for In Section 53.47, Texas Education Code, as amended, and
that such non-profit corporation shall, in this connection, exercise such powers for and on
behalf of the City of Denton, Texas and the State of Texas, as contemplated by Section
53.47(e), Texas Education Code, as amended.
SECTION IV.
The City of Denton, Taxes does not agree to assume any responsibility In f
connection with the administration of the Authority's student loan program. Sole
i^ responsibility for the administration of the Authority's student loan program+ is assumed by
� . the / uthority, �
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SECTION V. I
Further, it is recognized by the City of Denton, Texas that the instrumY: is
which authorize the Issuance of bonds, notes, or obligations by the Authority will
specifically state that the City the Denton, Texas Is not obligated to pay the principal of or
Interest on the bonds, notes, or obligations proposed to be issued by the Authority.
Nothing in this resolution shall be construed as an Indication by the City of Denton, Texas
that it will pay or provide `.or the payment of any obligations of the sold Authority whether
theretofore or hereafter incurred; and in this connection, attention is called to the
Constitution of the State of Texas, wherein it is provided that a city may incur no
indebtedness without having made provisions for Its payment, and the City Council of the
City of Denton, Texas hereby specifically refuses to set aside any present or future funds,
assets or money for the payment of any Indebtedness or obligation of the Authority.
SECTION VI.
It is hereby officially found and determined that the meeting at which this
resolution is passed is open to the public, as required by law, and that public notice of the
time, place and purpose of said meeting was posted, as required by law.
I
SECTION VII.
This resolution shall become effective immediately upon its passage and
e
approval,
PASSED AND APPROVED this the day of , 1998,
w .
Jack Miller, Mayor
ATTEST:
I
Jennifer Walters, City Secretary
t 0
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BY:_
Jennifer Walters, City Secretary
APPROVED AS TO FORM:
Herbert L. Prouty, City Attorney
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AGENDA INFORMATION SHEET Agenda No�d.tJls
Agenda Item
AGENDA DATE: April 21, 1998 Date_._ _
DEPARTMENT: Utility Administration
ACM: Howard Martin, 349-8232 Tdi-1\ '
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SUBJECT
AN ORDINANCE CALLING A PUBLIC HEARING ON LAND USE ASSUMPTIONS
RELATED TO THE POSSIBLE ADOPTION OF WATER AND WASTEWATER
IMPACT FEES JN ACCORDANCE WITH CHAPTER 395 OF THE LOCAL
GOVERNMENT CODE; REQUIRING THE CITY SECRETARY 'TO POST NOTICE
OF THE PUBLIC HEARING AND TO PROVIDE ADDITIONAL NOTICE OF THE
PUBLIC HEARING AS SET FORTH IN THE BODY OF 'fIIIS ORDINANCE; AND
PROVIDING AN EFFECTIVE. DATE.
BACKGROUND I
As indicated on the Impact Fee Schedule, Council appointed the Planning and Zoning
Commission and one ad hoc member as the Capital Improvements Advisory Committee
on M ch 17, 1998. Since then, the consulting firro of Rust Environment and
infrastructure and their sub-consultant HOK have prepared population forecast data and
presented this information to the Council and the Capital Improvements Advisory
Committee. Based on this population forecast,the Planning Department has prepared the
Land Use Assumptions(Plan) which is a legal requirement for implementinit impact fees.
These assumptions have been prepared with input fr.)m the Ci%, 3 Impact Fee consultant,
The assumptions were presented to the Advisory committee for their input and
comments, and are scheduled for adoption at their April 22, 1998, meeting, The Water
Utilities staff recommends that the Council set a hearing daw of June 2, 1998 for a public
hearing on the Land Use Assumptions. This will allay for the mandatory 30 to 60 day
public review time as specified by Chapter 395 of the Slate's Local Government Code,
ESTIMATED SCHEDULE OF PROJECT}:
See Fxhibit 1 "Impact Fee Schedule".
PRIOR ACTION/REVIEIV (Council,Boards,Commissions):
Council briefing on process considerations for enacting impact fees- October 28, 1997
Council briefing on the comprehcnsive plan- Decem'.xr 6, 1997
• Council briefing on impact fees- January, 13, 1998
Council approval of professional Services Agreements for impart fees implementation,
February 17, 1998
Council approval of ordinance crating the Eknton Capital Improvements Advisory
Committee, March 17, 1998
A FISCAL INFORMATIOY
None. 0 •
kcspxl ly submitted:
Jill Jordan, Director of Wileir
Exhibit 1: Impact 17ee Schedule
Exhibit 11 Ord'nancc
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Impact Fee Schedule
Dates Assuming that we base Land Use
Assumptions on Market Forecasts
c ,
Council appoints Adv Board 17-Mar
Rust briefs Council and Adv Board on
market forecasts 24-Mar
Rust modifies forecasts as appropriate 3125-4115
Council sets hearing date 21-Apr j
Adv Board recommends land u-9 `
assumptions 22-Apr
Mandatory 30-6O day public review a22.6r2
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Council holds public hearing 2-Jun
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Council adopts land use assumptions 16-Jun
AOTIOuncan rfviews existing plant
info 3118-4r10 i
AOT1Duncan prepares 10-yr CIP 4113.5131
PUB review 1-Jun
Adv Board review 10-Jun
+, City Councit review 9-Jun
ri
AOT/Duncan modify 10-yr CIP 6112.7+24 !
j Council sets hearing date 4-Aug
Adv Board sends comments on CIP 12-Aug r
Mandatory 30-60 day comment period 8 59+15
.J
Council holds public hearing 15-Sep
Council adopts fees 1016+98
2 EXHIBIT I
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ORDINANCE NO.
AN ORDINANCE CALLING A PUBLIC HEARING ON LAND USE ASSUMPTIONS RE-
LATED TO THE POSSIBLE ADOPTION OF WATER AND WASTEWATER IMPACT FEES
IN ACCORDANCE WITH CHAPTER 395 OF THE LOCAL GOVERNMENT CODE; RE-
QUIRING THE CITY SECRETARY TO POST NOTICE OF THE PUBLIC HEARING AND
TO PROVIDE ADDITIONAL NOTICE OF THE PUBLIC HEARING AS SET FORTH IN
THE BODY OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on March 17, 1998, the City Council passed Ordinance No. 98-081 ap-
pointing the Planning and Zoning Commission members and one additional ad hoc member from
the extraterritorial jurisdiction of the City as the Denton Capital Improvements Advisory Com-
mittee ("Committee"), in accordance with Tex. Loc. Gov't Code §395.058 to study and make
recommendations concerning the imposition of impact fees;and
WHEREAS, the Committee has met to consider land use assurnpl')ns related to the pos-
sible adoption of impcct fees to recover costs related to water and wastewater treatment facilities;
and
WHEREAS, the City Council should hold a public hearing in accordance with subchapter
C of C�^pter 395 of the Local Government Code to obtain public input on the land use assump-
tions relating to the possible adoption of such impact fees; and
WHEREAS, the Committee will make its recommendations to the City Council with re-
gard to said land use assumptions prior to the public hearing; and
WHEREAS, the City Council deems it in the public interest to set a public hearing on
land use assumptions relating to the possible adoption of impact fees; NOW, THEREFORE,
TIIE COUNCIL OF TH E CITY OF DENTON HEREBY ORDAINS;
SE�IO�N I.I. That the City Council hereby calls a public hearing to be held in the City
Council Chambers in the Municipal Building at 213 East SIcKinney Street, Denton, Texas at
0 7;00 p.m. on June 2, 1998 to consider the adoption of land use assum Itions within a designated
scnicc area that includes an area both within the corporate city limits of Denton and portions of
its extralerritoral jurisdiction as wore fully shown on the attached notice of public hearing to-
lating to the possible adoption of impact fees to recover costs related to water and wastewater
treatment facilities. The land use assumptions will be used to develop a Capital Improvements
Plan
SECTION 1I. l hat the City Secretary and the Director of Water Utilities are hereby di-
reeled to publish notice of the hearing once a week for three consecutive weeks, the first notice
to appear before the 30"'day, but on or after 60'h day before the above date set fu: the hearing, in
the Denton Rreord-Chronlcle, said notice to be substantially +n accordance with the notice of
public hearing which is attached to and made a part of this oreinance for all purposes and in
compliance with Tex. Loc. Gov't Code §395.044. Ott or before the 30`h day before the date of
E
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the hearing on land use assumptions, the City Secretary and the Director of Water Utilities are
hereby directed to send a notice of the hearing by certified mail to any person who has given
written notice by certified or registered mail to the City Secretary or other designated official of
the City requ-sting notice of the hearing within two years preceding the date of the adoption of
the ordinance setting the public hearing. The notice of public hearing may not be in the part of
the paper in which legal notices and classified ads appear, and may not be smaller than one-
quarter page of a standard-size or tabloid-size newspaper, and the headline on the notice must be
in 18-point or larger type,
SECTION III That on or before the date of the first publication of the notice of hearing
on the land use assumptions, the City Secretary and the Director of Water Utilities shall make
available to the public the City's land use assumptions, the time period of the projections, and a
description of the general nature of the capital improvement facilities that may be proposed in
accordance with Tax.
Loc.
Gov't lode
3
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4 95.043 zn the office of
1
nicipal Building at 215 East McKinney Street, Denton,Texas 76201. City Secretary in the Mu-
SECTION IV That this ordinance shall become effective immediately upon its passage
And approval.
PASSED AND APPROVED this the day of___ 1998,
JACK MILLER,MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
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4 EXHIBIT II
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Aden.+a N
Agenda Item
AGENDA INFORMATION SHEET Date
AGENDA DATE: April 21, J998
DEPARTMENT: City Manager's Office
CM/DCM/ACM: Ted Benovides, City Manager
Consider adoption of an ordinance authorizing lease amendment no. I to the lease between the
City of Denton and the Orestes Denton Arts Council, Inc. dated September I, 1981 relating to
the warehouse and machine shop and electric diesel plant located on Hickory Street al its
intersection with Dell Venue
BACKGROUND:
On September I, 1981, the City of Denton entered into a twenty-five year lease agreement with
the Crteatcr Denton Arts Council for the use of the warehouse and machine shop and the electric
diesel plant located on Hickory Street at its intersection with Bell Avenue for the promotion and
provision of artistic performances of all kinds for the benefit of the cilizcns of Denton. the
former warehouse and machine shop are currently used as the Center for the Visual Arls. The
original intention was to renovate the electric diesel plant for the t,,�tioeming arts. With the
successful renovation of the Campus Theater for performing arts use, the Greater Denton Ails
Council Board of Directors at their meeting in January of 1998 resolved to amend its agreement
with the City to exclude the electric diesel plant.
Adoption of the ordinance authorizing the lease amendment will terminate that portion of the
lease and return full responsibility for the facility to the Eileclric Utility Department. Staff will
continue to explore alternatives for use and restoration of the facility that is in the best interest of
the cilizens of Denton. I Ierbert Iloll, Executive Director of the Greater Donlon Arts Council,
and the City of Denton Main Street Department will continue to provide assistance.
r
1114I0R ACTION/REVIEW (CoLincil,Boards,Commissional
The original contract was approved by the City of Denton City Council on September I, 1981
11 i
The Greater Denton Arts Council Board of Directors recommended the amendment to the
contract at the January 1998 Board Ndeeling,
e FISCAL INFORMATION;
p 9
> ' ,I he Parks do Recreation Department and the Occiric Utility Otpartment provide current mowing
and maintenance services. No new impact will be made on this year's budget, Any future
restoration or major maintenance needs will be addressed In the annual budgeting process.
1
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Respectfully submitted,
Ted Benavides
City Manager
Prepared by:
f
tty Wi iams
Assistant to the City Manager
Attachment#1 February 26, 1998 Letter from ODAC
Attachment 02 Map
Attachment 03 City of Denton City Council Minutes,September 1, 1981
Attachment 04 Original Contract A&-cement Dated September 1, 1981
Attachment#S Draft Ordinance
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February 26, 1998 I
!MAPI'
(�'�/ Ted Benavides City Manager DRFMON City of Denton AGEng
AT 215 E. McKinney OFFICE
co a Denton, TX 76201
"2 OWN NILL
UNto", n run Dear Ted:
pn�lnhlrll
u, nctortf As a follow-up to our recent conversation, I am su�,mitting the
enclosed proposed amendment to the facilities lease between
vk,n,"Id.nb the City of Denton and GDAC ( September, 1981).
nnllt i"mmM
I.nIr„' At its January (1998) meeting, the GDAC Board of Directors +
.Klnl.ry
Inrnn nn,i�
I;m• resolved to ask the City to modify our facilities agreement to j
ImwdIM M1A exclude the Diesel Plant. '
rol l
Gm"n I VAIIAN
c.. 'dnd,o-r to doing so, we hope to allow the City greater flexibility in
helping to restore and maintain the structure. GDAC remains
rur n .rn„"e.
,'.Idce,nd"' committed to the concept of the arts corridor (which we
firl md"'w,
created) and wishes to be a resource and partner In helping
'�" ”`
bring a good use to the building.
f
Ln<"num
rxrna
n•+•n41.1da.mFr i
C. 4d N" Please let me know if you need additional Information. As
MS; en always, I appreciate the attention and support you give GDAC
rw"..d nart.M and the arts in Denton.
All GipnkA . ,
bid,4ailnnlnwl
Sincerely
EA[l lit l\! l ,
1119 r IUII
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Herbert Holl E
Executive Director
Enclosure
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Novi"
LEASE AMENDEMENT NO.ONE
THE STATE OF TEXAS
COUNTY OF DENTON
MIEREAS,the City of Denton("Lessor')and the Greater Denton Arts Council,Inc.
("Lessee) have entered into a long term lease arrangement dated September 1, 1981 (the
"Lease"),and
WHEREAS, Lessor and Lessee desire to amend and modify the Lease as hereinafter
provided.
NOW, TI IEREFORE, in consideration of the mutual exchange of promises and
covenants contained herein,the parties agree as follows:
1. The provisions under the Lease, wherein the leased premises is defined and
described are hereby amended to delete all references to"the electric diesel plant
property located on l lickory Street at its Inlerscclion with hell Avenue"(the
"power plant').
2. All other references to the property or premises being leased that are contained In
the Lease shall hereafter be defined and limited to the property described In
Section 1 of the Lease as"the warehouse and machine shop property located on
I lickory Street at its intersection with Hell Avenue," Provisions of the Lease
which deal exclusively with the power plant property shall be considered null and
void.
All other provisions of the Lease which ere nut in conflict with this Amendment shall
remain In full force and effect.
EXECUTED this_ day of , 1998.
ATTEST: LESSOR,CITY OF DENTON:
BY:
Jennifer Walters, City Secretary Jack U.Miller, Mayor
City of Denton,Texas City of Denton,1 exas
City Attorney, City of {
Denton, Texas
• A'ITEST: LESSEE, GREATER DENTON ARTS COUNCIL, INC.
By:
Jayne Boston,Secretary Barbara Philips,President
4
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W 203 213 216 301 300 313 1311 327 331 831 E9
Afo
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126 200 204 212 220 309 310 326 332 338 342
SLIA
136 136 201 200 216 247 221 307 316 321 327 331 339
}mss Zia•
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210 210 W3 o+ o 310 310
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108 310 p
cc 20
210 207 216 116 310 SITE LOCAT N
LO
206 �.
• 206 332 036 N
201 206 T
216 E 3 10
7 210 307 1 33 7
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4 12
20C 220
o6 210 216 + L 300 304 304 I 1I �
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September 1, 1971, Contln'dcd
323
T. Ordinances
A. An Ordinance unending the Code of Ordinances exempting portable signs of
certain dimenslans from sign permit requirements. The following Ordinance
use presen' d:
AN ORDINANCE kI NDIMS SUBSECTION (D) of CHAPTER S, SECTION 5-14 OF THE CODE OF
ORDINANCES OF THE CITY OF DENTON, TEXAS, EXEMYPING PORTABLE SIGNS OF CERTAIN
DIMENSION9 FROM SIGN PERMIT FEE h?QUIRBDIENTS AND DECIARINO AN EFFECTIVE DATE r
Taliaferro motion, Cailey second that Ordinance be passed. CM roll call vote, -
Taliaferro "aye', Dailey "aye", Stephens "nc% Alford "no", Riddleeperger "no", „
Chew "no", and Mayor "no"r Motion failed with five roting "no" and two voting
"a"
B. An Ordinance providing for the continuance of ad valorem taxation on auto-
moblles. The following Ordinance vas presented:
NC, 81-82
AN ORDINANCE OF THE CITY OF DEItTON, TEXAS, FROVIDINO FOR THE CONTS:RIANCE OF AD
fY� VALOFEN TAXATICN 011 ALL AUTOMOBILES THAI A FAMILY OR IIIDIVIDUAL OW115 ArrD DC`ES
NOT HOLD OR USE FOR PRODUCTION OF INCOME; AND PROVIDING AN 17FEC"frr1X DATE.
.0
Chew motion, Stephens second that Ordinance be passed. On roll call vote,
l' Csiley "aye", Taliaferro "aye' , Stephens "aye", Alford "aye", R1111tsr'erger
Q ',aye", Chew "aye', and ?tayor 'aye". Motion carried unanimously,
cr Ordirn nce approving tax aecessment rolls. Postponed until next meetin;. i4
8. The Council cnntldered approval of rev es site plan for proposes bowllnq alley f
on tan Jacinto Boulevard in planned development (PD-5).
Stephens mati,n, Taliaferro second to approve site plan for prpposed bowling alley `I
on San Jacinto Soulevari in planned development. Motion carried unanimously,
9. The Co,mcil considered appro,.al of sanitary sever service outside the City Iimltf
for Mr. W. yr Rainey.
Chew motion, Rilliesperger second to approve sever sarviee outside City linite for
W. V. Faineyr Motion carriel unanimously.
10. The Connell coned Sered approval of a lease/contract with the Greater Canton
Arts Cc':ncil for the Diesel Plant and all City Warehnuser
Dailey, voiced arpoeition to portions cf the Contract. Stephens motion, Chev sv:and -
to approve the lease contract with Crestte Denton Arts Cauacil. Motion camel
5 to 1 with Galley voting no.
11, Tar Council cone ilerel approval of a contract with Eally Er man for
cervices for the Bird Control Froarar.
Gsiley motion, Chew second to approve contirauel Contract with ;ally Primal. ;t1:n
earried :n anlaauaiy
12. The Co,lncil conrllel'ed approval of a tax rate for purposes of alvertlllr, 5tA
vote setting the tax rate.
The City Manager asviees that TI,I! per 11190 vslostien is the maximul rite to to Il .,. , 1
v'atel on Sept emLer 15, 1
Stephens motion, Alford. second. to eplrave the tax rater Motion csrriii ':n:¢1a o•+e'.yr ,,
'T 13. The Council eorslleres aporoval of the City Manager's request for ra',Sficatlr'n
of the reappoint-tent of Ralph Slater to the Civil Eavice Ccmmtaeicn for s three-; et-
term. '
6
: 25 x 10 32 10
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THE STATE OF TEXAS S
KNOW ALL MEN BY THESE PR @SENTS1
COUNTY OP DENTON
WHEREAS, the City of Denton is the owner of the premises
described belowi and
WHEREAS, the Creator Denton Arta Council, Inc. (COAC) is a
Texas Non-Profit Corporation dedicated to the promotion and
provision of artistic performances of all kinds for the benefit
of the citizens of Dentonl and
WHEREAS, the Greeter Denton Arts Council, Inc. desires to
lease said property on a long term lease arrangement whereby
they will be able to remodel the buildings on said premises for
use by CDAC for uses consistent with a community theater and
other CDAC activities for and on behalf of the citizens of the
City of Denton, Teraai NON, THEREFORE,
This Agreement by end between the City of Denton, Texas, e
Municipal Home Rule City under the Constitution and laws of the
State of Texas, hereinafter called Lessor, and the Creator
Denton Arts Council, t c. , hereinafter called Lessee, WITHESSESi
in consideration o' its mutual covenants contained horeln,
the parties agree as follows,
SECTION 1. LEASED PArAISE9
Lessor hereby leases to Lessee the following described
property owned by Lessor In Denton County, Texas, to-wits
* 1. The warehouse and machine shop property located on
Hickory Street a its lntere eat lon with bell
• Avenue, and
2. The electric diesel plant property located on
illckory Street at Its !nterseotlon with Bell Avenuei
Said property being more specifically described in Erhihlt
•A' attached hereto and made a pare hereof for all purpose@,
. SECTION II. TERM
1 The `.ern of this Jesse shall be for a period of twenty-five •
ftSl years, commencing on the date of ezecullen hereof. It
Lessor determines that Lessee has satisfactorily performed the
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conditions and covenants imposed upon Lessee under the lease
during the initial term, the Legate shall have the rlgnt end
option to extend the term of this lease for an additions)
twenty-five (25) years beyor , the initial term by informing the
Lessor in writing of the exercising of said option no later
than three months prior to the expiration of the Initial term,
SECTION III,. CONSIDERATION
It being the opinion of the City Council for the City of
Denton that the terms of this least and the results
contemplated therefrom, including the remodeling to be
undertaken by Lessee, and resulting enhancement of the value of
the premises will •Ruse to be accrued multiple benefits to the
citizens of the City of Denton which are consistent with tho
type benefits historically provided for citizens by municipal
governments, this lease In hereby granted to GDAC in
consideration thereof and for the further and additional
consideration of one Dollar ($1.00) per year, per property,
with such payments being due on an annual basis with respect to
each, beginning on the date of execution of this lease and each
anniveraary date thereafter.
SECTION IV. LSE OP THE PROPERTY
The Lessee @hall use the property to promote and provide
the citlrenn of Denton with artistic performances and
presentations of any and all kinds including, but not limited
to music, theater, art, dance and film. Such performances
shall be open to the public without discrimination for such
charge@ as determined by the Lessee. In addition, use of the
premisea shall be for the purpose of providing a performance S
home for the Denton Community Theatef, the Denton Community J
Chorus, the Denton Community Rand, the Dance Theater of the
• Pouthwest and the North Texas Area Art League land their 0 •
successor organlration@l, and such other Otte groups as can be 1
scheduled, so long as the above organlaatlons, named or
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unnamed, are memter organizations of the Lessee. Lessee hereby
agrees not to u:e such leased premises for asy other purposes n
without the written consent of Lessor.
a
SECTION V. POSSESSION OF THE PROPERTY - 1
Lessee shall be gtv,ir possession of the electrical diesel
plant on Hickory Street commencing on or before one 11) year
from date of execution of this lease, or as soon theteafter as
the City of Denton is able to vacate the premises. Lesese
shall be given possession of the warehouse and machine shop on
Hickory Street on or before two 171 years from data of
execution of this lease, or as soon thereafter ON the City of
Denton is able to vacate the premises. LeadOr agrees to Lees
due diligence to disposing of all equipment now located within
such buildings in order to deliver possession to Lessee as loon
as passible.
SECTION Vt., COVENANTS UP LESSEE
1. Renovation. The Lessee hereby covenants and agrees
with Lessor to raise funds to renovate the premises and let
contracts for the construction of alteratlons and improvements
to the premises consistent with the goals of promotion of
ettlatle performances of all types, if Lessee falls to title
and collect all funds necessity for tenovatlon of the premises
within three Ill yeare of the date Lees?e receives possesslon
of the warehouse and machlne shop this lease shell terminate.
All remodeling, alterations or construction, and contracts for
same, shall be undertaken only with the prior approval of the
city Council of the City of Denton.
1
2. Insurance. The Lessee agrees to and shall during end
t
after renovation of the premtsea secure and malntaln In effect
. during the term of this lease and any extensions thereof a
policy or policies of lnaue+rtce written by + company or
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companies qualitied to write tnsursnce In the State of Texas,
providing for the following coversg, r
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a. Loss because of fire, flood, wind or Other natural
elements In an amount equal to the value of the
premises, including the value of the building, and
contents and equipment therein. Proceeds from any
such policy or policies shall be payable to Lessor. V
b. Personal injury end property liability insurance In
the minimum amount of 5100,000 for loss from An
accident resulting In bodily Injury to or death of
one person and 5)DD,DDD for In ury to or death of
any number of persons In one occurrence? and
property damage liability insurance in the amount
of $10,000. Such policy or policies of Insurance
@hall name the Cllyy as an Insured party, The
pnrtie■ recognise an A acknowledge that the amounts
of coverage provided for herein alto, as of the data
of this lease, the maximum limits of liability
imposed upon municipal governments under actions
brought against said governmental units under the
Texas Tort claims Act, (Article 6251-Iq
V.A.T.8.1 . Shou16 the limits under said act be
increased durinq the term of thle lease or any
extensions thereof by legislative action, the
lessee agrees to increese the amounts of coverage
provided for herein to an amount equal to the
maximum amount of possible liability imposed under
the Act,
The Lessee agrees to provide the Lessor with certilicatAS
of Insurance or copies of pollciee of insurance required to b@
secured by Lessee herein.
), Janitorial Services. Lessee shall provide janitorial
services to maintain the premises In s reasonably clean
condition. Lessee and Lessor shall ench be responsible for and
agree to pay for fifty percent (SOS) of the cost of said
janitorial services up to an amount of S$,000 per annum.
Seventy-flue percent (7551 of any jAnitorlal costs Incurred
Above $5,000 per annum shall be paid by LssAee and the
remaining twenty-five percent (2sil shall be Dale by Lessor,
. i. Lessee shall maintain the premises in A safe, clean and
operational condition and shall pay for all costs and exnenses
Incurred for such maintenance, other than janitorial sArviceA,
which, in the aggr►gAte In Any one year of the lease term, p
amount to less than One Thousand (111,00D,00) Dollars.
SECTION V11. DESTRUCTION OF PAINIBEA , r
It the building or other Improvements on the leased
premises should be damaged 09 destroyed by fire, tornado, or
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other casualty, the Lessor shall have the option to repair or
rebuild the same to substanttally the condition in which they
existed prior to such damage, provided the repairs or recon-
struction can he made wholly from the proceeds of Insurance
coverage provided for by Lessee. Should there not be
sufficient monies available from such insuronce proceeds to
repair or reconstruct the premises to substantially the
condition in which they existed prior to such dsma"O the
Lessor may cancel this lease.
SECTION Vill, COVENANTS OP LESSOR
1. Because of the benefits accruing to the citizens of the
City of Denton, Texas from the development and use of the
property as ■ comrunity theatre and other uses of the Greater
Denton Arts Coumrll, the Lessor hereby agrees to pay for all -
utility costs, including electrical, water, @ever, and garbage
pickup service f ulnq the Initial term of this lease. Lessee
agrees that it is its intention to seek ways to contribute to
the costa of sich utilities. if this lease is extended beyond
the initial tweity•five I25l year term the provisions Of this
Section VIII .equiring Lessor to pay all utility costa,
including electrical, Water, Newer and garbage pickup service,
shall not apply to such extended term of this lease and the
parties hereto agree to renegotiate the allotment of costs of
providing for said utility servicrn to said premises. It Is
specifically provided that telephone t,etvice shall be paid for
by Lessee. '
SECTION 1E, FINANCIAL STATEMENT, AUDIT
Lessee shell furnish Leeson within thirty 1101 days after
the expiration of each loan# year during the term of this lease
a financial statement showing the total amount of monle@
• received and expenditures made by Leased during that Year.
Lessor aha11 have the right at all reasonable times to examine
and audit, At Le@sor'e expense, the books and records of Lessee.
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SECTION X. ACCESS TO PREMISES t
Lessee shall p+rmlt Lessor or its agents to enter the
demised premises at all reasonably hours to inspect and
maintain the premises or make repair$.
SECTION XI, QUIET ENJOYMENT -
Lessor warrants that Lewes shall be granted peaceable and
quiet enjoyment of the demleed premises free from any eviction
or any interference by Lessor So long so the property to wed
for the purposes for which they are demised under the terms and
provision of this lease.
SECTION MIL INDEMNITY
Lessee agrees to Indepnlfy and hold Lessor harmless against
any and all claims, demands, damages, costs, jvdgmentc and
expenses, Including ressoneble attorneys' fees for the defense
thereof arising from the conduct or management of Lessee's
activities In the leased premises or from any breach or from
any act of negligence of Lessee, Its agents, contractors,
employees, concensionalres or licensees in or about the leased
premises.
SECTION XIII. ENERGY CONSERVATION
The Lessee pledges to do everything within Its power to
enforce the best possible energy conservation rules during Its
use of the premises. It further pledges to use a slgnlffeant
portion of Ito renovation money to make the buildings as energy
efficient as Is reasonably possible.
SECTION XtV. A99IGNMENT AND 9USLEASE � .
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Lersee shall not esstgn this lease and shall not sublease
the premises or any part thereof without the empress written
it consent of the Lessor.
SEC110Lt XV, TFAMINATION
• If Lessee defaults in the performance of any term,
covenant, or condition required to be performed by it under
this agreement, Lessor may terminate this agreement on giving
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at least fifteen (I5) days notice to Lessee of such intention,
thereby terminating this agreement on the data designated in
such notice unless Lessee @hail have cured such detaint prior
to expiration of the fifteen 1151 day period,
SECTION XVII. LECAL CONSTRUCTION
In case any one or more of the provisions contained In this
agreement shall for any reason be held to be Invalid, Illegal
or unenfcrccable In any respect, such validity, llle4allty or
unenforce Wllty shall not affect any other provision thereof,
i
and this agreement shall be construed as If such Invalid,
Illegal or unentarceable pcovIaLon had never been contained
herein, t
EXECUTED this the 1A day of rt&: e, 1981.
LESSOR
BYf ,
C D 0. TEN ,
C1 of DENTON, TEXAS -
AF111i i
B?1
MOLT, Y SFSRET�iNY
CITY OF DENTON, TEXAS
APPAOVFD AS TO LEGAL FORMS
C. 1. TAYIOA, JR., CITY ATTOPNEY !
CITY OF DE^NTON, TEXAS
BYI
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GREATER DENTON ARTS COU IL, INC.
ATTESTS
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EXHIBIT "A"
1. The electric diesel plant prooerty, shown as Tract 1 nn
the attached map hereto and being the same lend purchased by
the City of Denton and recorded at Page 5911 Volume 311 of the
County Deed Records of Denton County, Texas and described
therein as follower
All that certain lot, tract or parcel of land situated
In the City and County of Denton, State of Teaae, -
belnQ part of Block No. Twenty-Ona 1211 of the
Original Town of Denton, end being more particularly
described so followsr
BECINNINO at a point in the north boundary line of
said Block No. 21, 367.1 feet east of the northwest
corner thereofr
THENCE east with the north boundary line of said Block
No. Twenty-one 1211 , 217.9 feet to the northeast
cornet thereofr
THENCE South with the east boundary line of said Block
700 feet for its southeast cornett
THENCE welt with the south boundary line of sald Block
211.9 feet a stake in the south boundary llne of said
Block for corner)
THENCE north parallel with the west boundary line of
amid Block, 100 feet to th, place of ba9lnning.
2. The warehoue, cnd e,achlne shop property, shown as Tract
2 and 3 on the attached map hereto, and beinq the some Sand
described In a General Warranty Deed recorded in Volume 271,
-� page i69, of the County need Records of Denton County, Texas
and described therein es followsr
Being Lots No. Six I41 , Seven 171 and Fight 161 In
Block No, Tpree 131 of the Railroad Addition to the
City of Denton, Denton County, Texas.
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ORDINANCE N0.
AN ORDINANCE AUTHORIZING LEASE AMENDMENT NO. I TO T!lE LEASE
BETWEEN THE CITY OF DENTON AND GREATER DENTON ARTS COUNCIL, INC.
DATED SEPTEMBER 1, 1981 RELATING TO THE WAREHOUSE AND MACHINE SHOP
AND ELECTRIC DIESEL PLANT LOCATED ON HICKORY STREET AT ITS
INTERSECTION WITH BELL AVENUE, AND PROVIDING AN EFFECTIVE DATE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1 That the Mayor is hereby authorized to execute on behalf of the City of
Denton a Lease Amendment No l to the lease between the Greater Denton Arts Council, Inc.,
dated September 1, 1981 relating to the warehouse and machine shop and electric diesel plant
located on Hickory Street at its intersection with Bell Avenue, a copy of such amendment is
attached hereto and Incorporated by reference herein.
SECTION I[ That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the day of
JACK MILLER, MAYOR
ATTEST, -
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM, f '
HERBERT L. PROUTY, CITY ATTORNEY
rl,
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LEA S;AMEvDE11ENT NO, ; NE
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THE STATE OF TEXAS
COUNTY OF DENTON
WHEREAS, the City of Denton("Lessor")and the Greater Denton Arts Council, Inc,
("Lessee")have entered into a long term lease arrangement dated September 1, 19811 (the
"Lease'), and
WHEREAS,Lessor and Lessee desire to amend and modify the Lease as hereinafler
provided.
NOW, THEREFORE,in consideration of the mutual exchange of promises and
covenants contained herein,the parties agree as follows
L The provisions under the Lease,wherein the leased premises is defined and
described are hereby amended to delete all references to"the electric diesel set plant
property located on
intersection with Bell Aveue" the � a
Hickory Sceet at its mtc n
"power plant').
2. All other reterences to the property or premises being leased that are contained in
the Lease shall hereafter be defined and limited to the property described in
Section I of the Lease as"the warehouse and machine shop property located on
Hickory Street at its intersection with Dell Avenue." Provisions of the Lease
which deal exclusively with the power plant property shall be considered null and
void,
All other provisions of the Lease which are not in conflict with this Amendment shall
iemnin in full force and effect.
EXECUTED this day of_ , 1998•
ATTI?Sf; _ LESSOR,CITY OF DENTON:
Jennifer Walters, City Secretary lack D. Miller, Mayor
" city or Denton, 'Cexas City of Denton, Texas
City Attomcy, City of
1 Denton, Texas
ATTEST; LE55E,E, GREATER DENTON ARTS COUNCIL, INC.
Jayne Roston, Secretary Barbara Philips,President
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Agenda No
Agenda hem
Dale_ORDINANCE N0. _-------_-- +
AN ORDINANCE OF THE CITY OF DENTON,TEXAS AUTHORIZING THE RELEASE OF
A SPECIAL PAVING ASSESSMENT LIEN ARISING UNDER ORDINANCES NO. 61.16,
61-22, AND 61.24 RESPECTING THE REAL PROPERTY COMMONLY KNOWN AS 724
DRIFTWOOD TRAIL, DENTON, DENTON COUN1Y, 'TEXAS; AUTHORIZING THE
MAYOR TO EXECUTE SAID RELEASE;AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,the City of Denton, Texas has heretofore,by Ordinance Numbers 61-16,61-
22, and 61-24 determined the necessity for and ordered the improvement of various streets in the
City of Denton,Texas;and
WHEREAS, the City of Denton declared the liability of adjacent property owners for a
portion of the cost of improving portions of various streets described in said ordinances, and
declared the same to be a lien upon the abutting properties; and
i
WHEREAS,the City has heretofore attempted to collect an unpaid balance of one certain
paving assessment lien from Ricky C, Daniels and wife, Sherri A. Daniels ("Daniels) who are
the present owners of the real properly commonly known as 724 Driftwood Trail, Denton,
Denton County, Texas, which real property the City has alleged is subject to and encumbered by
the above-referenced paving assessment lien arising under the aforesaid ordinances; and
WHEREAS, Daniels, acting through their title insurer, has disputed the validity of the
City's special paving assessment lien, because of an alleged insufficient property description
contained in the foregoing ordinances, and have requested that the City review and consider all
relevant documents and authorities, and thereafter grant Daniels a release of the subject real I
property from the paving assessment lien arising under the foregoing ordinances;and
WHEREAS, the City Attorney's Office has reviewed all documents and records in
support of and contrary to the Daniels' claim as well as all applicable legal authorities, and has
advised the City Council that the Daniels' request for rcicase of the above-described paving
assessment lien respecting the real property commonly known as 724 Driftwood Trail, Denton,
0 Denton County, Texas, ii meritorious; and
WHEREAS, accordingly the City Council of the City of Denton, Texas, therefore desires j {
to release the special paving assessment lien which arose under the above-described ordinances
against the real properly commonly known as 724 Driftwood Trail, Denton, Dcntor. County,
Texas; NOW, THEREFORE,
TIIE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SLCI ION 1; The City Council hereby approves the release of the special paving I
assessment lien arising under Ordinance Numbers 61.16, 61.22, and 61.24 respecting the real
property commonly known as 724 Driftwood Trail, Denton, Denton County,Texas.
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! SECTION 11: That the Mayor is hereby authorized to execute the Release of Special +
Paving Assessment Lien attached hereto, or a similar form of release approved by the City
Attorney.
SECTION III: That this ordinance shall become effective immediately upon its passage
and approval
I
PASSED AND APPROVED this the_day of 1998.
JACK MILLER, MAYOR
4 ATTEST:
JENNIFER WALTERS,CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
NERLeRT L. PROUTY,CITY ATTORNEY }
BY:
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S.Cur DueuMV'C xlHr.:n'.98MAl DnIlwdd Trail doe
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RELEASE OF SPECIAL PAVING ASSESSMENT LIEN
THE STATE OF TEXAS ¢ `
COUNTY OF DENTON ¢
WHEREAS, the City Council of the City of Denton, Texas, has hentofae by Ordmanoc No. 61.16
duly cna tod on July i I, 1961,determined the necessity for and ordered the imprmancnt of various streets in the
City of Denton, Texas, in the manner and ac onkrig to the plans and spi:66caliom 16orefore; which plans and
specifications have heretofore been approved and adopted by sa'1 City Councd,and
WHEREAS,REAS,a notice duly executed in the nanrre or the City of Denton,Texas,of the aactment of the
abuscd=nbed ordinance has heretofore on the 29" day of August, 1961, been fled in the Dodd Records of
Denton County,Texas,in Volume 412,Page 144,and
i
WHEREAS,the City Council of the City of Denton,Texas,by Ortti wwe No. 61.24,duly amactod an
the 10"day of October, 1951,declared the liability of the adjacent property owners for a portion of the cost of
improvvtg portions of-wieus strum doscnbod therein and in Or&ance No.61.16,ud declared the same to be a
lien upon the said abutting properties;and
WHEREAS, Ordinance No. 61-24 has heretofore on the 21`day of October, 1966, been filed in the
Deed Romrds of Dcxrton Couruy,Texas in Volume 543,Page 233;and
WHEREAS,one of the tracts of real property described in Cie foregoing ordinances,within"UNIT NO.
45"thcroof,conW od an mcomplcte and insufficient legal description gcricrally sot forth ss'Stuart Road From
The North Line Of Sherman Drive To(West Side) 120'North Of The North Line DriRwcod Trail";and
WHEREAS, amubod hereto as Exhibit "A" and vtoorperalod herewith by rcferace, is the legal
description and additional pertinent identifying information respecting the tract of real property acumberod by
the afores id special pacing assessmet lien which is to be released hereby;and
WHEREAS,pursuant to TEX, PROVERTY CODE 113.001 and 13.002 (Vernon 1984),in order b be
a valid lien, enforceable as to a subsequent purchaser fee %ahtable cantidcratia4 and without notice, a special
paring asscssmcra lien rust contain a kgal description which describes the awwribered reality with m worable
certainly and be filed for record in the Cou',ty svhem the affected real property is situated;and
1
WHEREAS the Icgtl descnptm contained in the abrn'cdewribcd ordmarccs fails to OCIMplY'With the
legal rcquiremcnts of the TEX, PROPERTY CODE ¢13.001 and 13,002, as the real property described in
Exhibit "A" hereto, and accordirjly the filing and recording of the doormats creating the special paving
assessnx-nt loon,will be insufficient to impart ecxm<tnuctive notice of the lien's existetmco to a bor>a-fxle purchaser,
for value: and
WHEREAS, by Wanranq Deed filed on the 20" day of May, 1981, and rocorded as Document No
14665 in the Decd Records of Denton County, Texas, Thomas Ray Payne and Gloria Jean Payne oome)cd the
• subjetit rczl property to Ricky C Daniels xir J wif:, Sherri A, Daniels, who arc bona-fide purchasers of the
subjext nnlq, f�r value, at t without notice of the cxisloxc of the above-described special paving assessment O
hen, and
WHEREAS, for the foregoing raisons, the said special pmirtg assessment lien is not a valid armd
enforceable lien against the srbject real property dcscnbod in Exhibit "A„ attached hereto, NOW,
THEREFORE,
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creuuvs ,
The said City of Dorton,Texas,does hereby forever RELEASE the real purity dwnbod in Exlubit
"A"from a v and all special assawnrnt lice and claims arising by virtue of the improvements described in the
afor=id ordu;ances by the City Council,in the aforesaid notice recorded in Vohnne 472,Page 144 of the Deod ,
R000rds of Dorton County, Texas, and in Ordinance No 61-24 rocorded in Volume 543, Page 233 of the Decd
Records of Drzuon,County,Texas.
NoMrthxianding th foregaigg matters, the City of Donta>, Texas, cxpresslY resawea, and in no Nay
releases or discharges the pawns]babdit} r spoctisig any and all remaining balance of indebtedness owing W the
City pursuant to the Paving aesessmo is herein described, of W. W. Kremer, the record owner of the real
property described in Exlu'bit "A", and omvnorrly kncwn as 724 Driftwood Trail, Dartat, Dalton County,
Texas,at the time the above referwcW ordinances providing for street innprvvrnnarts Npe ettactod.
EXECETfED this the_ day of ' 1998.
CITY OF DENTON,TEXAS
BY:
LACK MILLER,MAYOR
ATTEST:
JENNIFER WALTERS,CITY SECRETARY
BY:
APPROVED AS TO LEGAL FM N'
HERBERT L.PROUIY,CITY ATTORNEY
i
CORPORATE ACKNOWLEDGMENT j
STATE OF TEXAS §
COUNTY OF DENTON $
. This instr unrnt was ackro%kdgod before me on the__day of_ 1998 by
Jack Miller. Mayor of Denta4 Texas,a municipal corporation,on bdWf of said city. I O •
(LSJ
Notary Public in and fbc the State of Texas
My Commission Expires: --
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EXIQBFF"A" Ii
SPECIAL PAVING ASSESSMENT LIEN
PROPERTY ASSESSED—ORD.61-16 fff
(UNIT NO.45)
STREET ADDRESS
ORIGINAL CURRENT CURRENT OWNER'S CITY TAX CITYBLOCK AFFECTED BY
OWNER OWNER ADDRESS ACCOUNT NO. MAP REFERENCE PA**TNG LIEN
W.W.Kremer Ricky C.Daniels wife 724 DriftwoodTmd 022137
Block 136C 7 �priftwoodTnil
Sherri A.Daniels Denton,TX
PRESUNT LEGAL DESCRIPTION OF REAL PROPERTY RELEASED HEREBY.
Being Lot 19,Block C,of Pak West Addition,an addition to the City Of Denton,Texaf
in accordance with the plat thereof recorded a Volume 2,Page l93 of the Plat Records
Denton County,Texas.
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Agenda No
AGENDA INFORMATION SHEET Agenda
AGENDA DATE: April 21, 1998
DEPARTMENT: City Manager's Office
CMIDCM/ACM: Rick Svehls,Depute City Manager
SUBJECT
Consider adoption of an ordinance authorizing the Mayor to see sign an interlocal cooperation
agreement for road improvements between the City and Denton Independent School District to
provide for widening of Mayhill Road from Mills Road to McKinney Street and related
improvements.
BACKGROVN D
In December the concept of changing the CIP Project on Mills Road to improvements on
Mayhill Road was discussed with the Council. These improvements would be made in
conjunction with DISD improvements for their central services complex. The agreement would
provide for the District providing approximately 5377,000 for improvements to Mayhill Road to
be used in conjunction with the CIP Mills Road project money.
ESTIMATED SCHEDULE OF PROJECT
Construction of improvement will begin this summer and finish sometime in early spring.
PRIOR ACTION/REVIEW (Council Boards Commissions)
The Oversight Committee recommended this to the Council in their August 7, 1998 meeting by
unanimous decision.
FISCAL INFORMATION
s
;CIA
BID INFORMATION
S This project will be bid later this summer.
,XIIF IBITS
5
Backup memo, Council minutes and backup,plus the minutes from the Oversight Committee
Respectfull submitted:
Rick Svehla
Deputy City Manager
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CITY OF DENTON, TEXAS
216 E.Mcxlnney street.Denton,Texas 76201 (%0)349430?
Office of the City Manager
MEMORANDUM
•
DATE: April 10, 1998
TO: Mayor and Members of the City Council
_r
FROM: Rick Svehla, Deputy City Manager '
ro
SUBJECT: INTERLOCAL AGREEMENT WITH DISD FOR THE NEW SERVICE
CENTER PROJECT
Last December we talked to you about this project and the poss bility of switching CIP
money from the Mills Road project to improvements on Mayhill. The Council agreed
with staff and approved this concept on December 1614. Attached is an interlocal
agreement between the City and the School District in which the District agrees to pay
us a total of $317,670 for the District's portion of the improvements to Mayhill Road.
Approving this ordinance would complete all of the requirements for funding, and
completion of the project within the next year.
If Council has any questions I will be happy to try and answer them for you.
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Rick Svehla
Deputy City Manager
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Attachment
CC April 10 D13D s►nice Center
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Agenda No.
Agenda y�)Item_2��
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CITY OF DENTON TEXAS MUNICIPAL BUILDING • DENTON, TEXAS 76201 • TELEPHONE(8172 566.8307
Dice of the 07y Manager
I
MEMORANDUM
DATE: December 12, 1997
TO: Mayor and Members of the City Council
FROM: Rick Svehia, Deputy City Manager
SUBJECT; DISD's SERVICE CENTER PROJECT
This fall we began to have discussions with the Denton Independent School
District about their new service center annex on Mayhill Road. The District
has plans to move their service center from Linden Street to the area west of
Ryan High School. Originally the Service Center was proposed to go
northwest of Ryan with its main access on Mills Road. Consequently, in the
1996 bond issue, we included a project to improve Mills Road from the
school entrance on Mills to the Intersection of Mills and Mayhill Road. Since
that time the District has bought different property that faces Mayhill. In
their platting process the District and city officials talked about the possibility
of building the service annex and also making a connection from the annex
area to Ryan High School
Council may remember that besides the Mills Road improvements we also I
• have money in the bond Issue to build a connection from Loop 288 to
Mayhill Road north of Mills Road, Between this project and the Mills Road
project we were going to have a second entrance to Ryan. Since the District
is now talking about making a connection from their annex entrance on
Mayhill to Ryan High School, we have in effect moved the second entrance
• south of Mills Road and right off Mayhill. We would still use the bond
project to make a connection between Loop 288 and Mayhill, but we would 0 •
suggest using the Mills Road bond money to make improvements to Mayhill
instead. Thus, we would still make a second entrance to Ryan but it would
be further south than Mills Road.
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Memo to Mayor and Council Members
December 12, 1997
Page 2
In August of this year, the Oversight Committee reviewed this same
information and recommended to you that we move the Mills' road money to
improvements for Mayhill; thus, accommodate the Districts' improvements
to their service center annex and begin to provide a second entrance to Ryan
Road. Staff recommended this to the Oversight Committee in August and it
still seems to be a very viable and important project. The improvements to
Mayhill !wilei be done using the Mills Road money and we would design and
make those sometime In the summer or fall of 1998. This would match up
A` the DISD's schedule and allow access via McKinney Street and Mayhill Road.
The following year we would begin construction of the connection between
Loop 288 and Mayhill. Ultimately we would have a way to take traffic off of
Loop 288 north of the McKinney Street intersection take them to the east of
Mayhill then south to the second entrance to Ryan High Schunl.
If Council has further questions, I will be happy and try to answer them at
your convenience.
Ri k Svehla
Deputy City Manager
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Attachments
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DENTON INDEPENDENT SCHOOL DISTRICT
Service Center Anne:
909 Linden, Denton, TX 76201
Phone(940)387-4031 Fax(940)382-9531
MEMORANDUM
SEp � 9
September 12, 1997 /79P
y NaCf AS(�
TO: Rick Svehla, Deputy City Manager _
FR: Norman T. Sisk, Executive Director of Operations
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RE: New Service Center Annex and Northwest Exit to Mills Road
The City of Denton 1996 CEP budget included funds to improve the Mills road
access to accommodate the Denton LS.D's new service center, 1 am requesting
your consideration ore change in the allocation of these funds.
Originally the new Denton I.S.D. service center was to be constructed on the
northwest corner of the Ryan High School property, requiring improvements to
Mills Road These improvements were to be a joint venture between the City and
the District
A recent District property acquisi+ion on Mayhill Road to house the service center
facility has altered our plans for those improvements to Mills road. However,
improvements to Mayhill Road will certainly need to occur.
The District has addressed improvements to Mayhill Road in our planning sessions
with the City. Our current site plan(attached) calls for a thirty(30)foot roadway
which will connect the service cealer property to the Ryan tract. This roadway
will be used for all school bus traffic originating from tte transportation facility.
I his roadway would also provide another parent/student access to and from Billy
Ryan Nigh School,
Should the City accept this proposal, the District would eliminate the current
northwest exit from the Ryan property. The north side of this property adjacent to
Milli Road would be fenced and no access/egress would be allowed.
• These changes would .•-merit the District, City, and most of all the citizens who 0 •
reside on Mayhill Road. Please consider this proposal at your earliest
convenience. The new service center will be bid October 10, 1997. 1 will supply
any additional information you may require.
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1996 OVERSIGHT COMMITTEE MINUTES
August 7, 1997 11:00 a.m.
The committee convened at 11:00 a.m. in the Human Resources Conference Room
at the Denton Municipal Complex.
The committee members present were Joe Mulroy, Roni Beasley, Terry Schertz, Jesse
Coffey, Margaret Smith, Brent Thornton, Pick Svehla, Kathy DuBose, Jill Jordan, Ed
Hodney, Kristin Newman, and Kathy Brous.
A. MINUTES
1) 07107197 Committee Meeting
Approved with no additional discussion
B. ITEMS FOR CONSIDERATION
11 Bond Sales for Remaining CIP
Rick Svehle overviewed. The committee agreed that any
specific questions should go to Ed Hodney in written form
prior to the mid-September meeting with Baseball
organizations.
2) Mills Road Project
Rick Svehla overviewed.
LUNCH
C. ACTION ITEMS
ti 07/07/97 Bond Sales lot Remaining CIP
Committee unanimously recommended approval for
compnossing the schedule. Margaret Smith moved to
approve. Brent Thornton seconded the motion.
2) 07/07/97 Mills Road Project
Committee unanimously recommended approval and
6 agreed to try to accommodate the D/SD with a juint O
project. Margaret Smith moved to approve. Brent
t Thornton seconded the motion.
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1998 Oversight Committee
Minutes for August 7, 1997
Page 2
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D. FUTURE MEETINGS
11 September 8, 1997
2► September 29, 1997
3! January 5, 1998
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4> March 30, 1998
5) June 29, 1998
{
Er OTHER BUSINESS
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CITY OF J7ENTON, TEXAS MUNICIPAL BUfLDING DENTON TEXAS 76201 • TELEPHONE(6 f7)566 8307
Office offhe City Manager
MEMORANDUM
DATE: August 4, 1997
TO: Oversight Committee
FROM; Rick Svehla, Deputy City Manager
SUBJECT: MOVING UP THE BOND PROGRAM AND CONSIDERING A CHANGE IN
TILE MILLS ROAD PROJECT
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We are really excited to meet with you this time to talk about an idea that would allow us to
make improvements at a faster pace. What I've included in your packet are the last three years
of the existing bond issue. The fourth and fifth pages labeled "Exhibit V show you the next two
year's plus all of the projects that we are proposing to move to make it a two year program.
This year in the budget, there is some one-time money available. The one-time money would
allow us to make more debt service payments this coming budget year (97-98) so we can Issue
bonds earlier. {
The staff and Kathy and I have made an effort to look at Issues and pick projects according to
what we're hearing the Council anri the general public talk about. You will notice that we tried
• to push a lot of drainage projects in the 1997-98. Those seem to be the priority right now. We
also tried to look at the other areas, particularly at parks and Internal services. In 1998.99,
we've tended to look more at the transportation and nark Issues. I know many of you are
interested in is the use of parks facilities. Parks has �,blaincd some new software that allows
diem to look at all the time slots at all of the fields. They've attempted to show you all of the
games that were played, as well as the other activities that happened on the fields so that you
r� can get an idea of usage of the fields.
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Memo to oversight Committee °
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August 4, 1997
Page 2
The other issue that we wanted to talk to you about is possibly changing the Mills Road project
to a hlayhill Road project. We've been in some discussion with the school district about their
f latest development out near Ryan. Many of you may know that they plan to build an
administrative office building to house the=r facilities management, warehouse and related
facilities. They've acquired a piece of land that runs from the Ryan High School campus site
bark to the west and actually fronts on Mayhill Road. They are now beginning to be concerned
about all of the traffic that will use Mayhlll Road and have approached us to talk about the
{ possibility of Improving Mayhill. Staff has reviewed that request and recommends using the
f Mills Road money to rebuild Mayhill, assuming DiSD will down play and/or ellminite any
entrance they have to school property oft of Mills Road.
This will be an exciting meeting and we look Forward to visiting with you about moving up the
bonds and helping D1SD.
it any of you have questions prior to the meeting, please call me at your convenience.
Rick Svehla
Deputy City Manager
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348 of Denson City Council Minutes
December 16, 1997
Page l l
29. The Council considered a motion to change the funding in the 1996 CIP from the Mills
Road project to improvements on Mayhill Road to facilitate joint construction with the DISD.
(DISD Service Center Project)
Rick Svchla, Deputy City Manager, stated that the DISD planned to move their service center
from Linden Street to the area west of Ryan High School. in their platting process, the District
and City officials talked about the possibility of building the service annex and also making a
connection from the annex area to Ryan High School. This would provide a second access to the
high school rather than Mills Road. The Oversight Committee felt this was a good idea. The
project would widen Mayhill to a four-lane racility and would use money from Mills Road. The
District would close its access from Mills Road in order to force use of Mayhill Road.
Ultimately a connector road would be built between Loop 288 and Mayhill. That would allow
traffic to not have to go to McKitmey Street but access this second access to Ryan before
McKinney. The City would combine money with the DISD to build one project on Mayhill
Road.
Beasley motioned, Young seconded to approve the change in funding. On roll vote, Beasley
"aye",Kristoferson"aye",Cochran"aye",Durrance"aye", Young"aye",Brock"aye',and Mayor
Miller"aye", Motioncarried unanimously.
30, l he Council considered nominations/appointmcntsto City's Boards and Commissions.
Mayor Miller indicated that there two nominations for the Parks and Recitation Advisory Board
position.
On roll vote for the nomination of Martha Garcia, Beasley "eye", Kristoferson "aye", Cochran
"aye", Durrance"aye",Young"nay",Brock"aye",and Mayor Millet"aye". Motion carried with a
6-1 vote,
On roll vote for Gwendolyn Carter, Beasley"nay", Kristofer,on"nay",Cochran"nay", Durrance
"nay",Young"aye',Brock"nay",and Mayor Miller"nay". Motion failed with a 1.6 votes
hiawor M iller nomi nated Teresa Starrett for the Library Board. ,
31. Miscellaneous matters from the City Manager.
City Manager Benavides did not have any items for Council.
32. New Business
The following items were suggested by Council Members for future agendas: O • `
7 ► A. Mayor Pro Tern Brock askel that the home occupation ordinance be placed on a
work session for discussion. f
B. Council Member Kristoferson asked staff to explore the possibility of posting the
addresses of convicted sex offenders living In Denton on the Internet.
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ORDINANCE NO. ---- "
AN ORDINANCE AUTHORIZING THE MAYOR TO SIGN AN IN I ERLOCAL COOPERA-
TION AGREEMENT FOR ROAD IMPROVEMENTS BETWEEN THE CITY AND THE
DENTON INDEPENDENT SCHOOL DISTRICT TO PROVIDE FOR THE WIDENING OF
MAYHILL ROAD FROM MILLS ROAD TO MCKINNEY STREET AND RELATED IM-
PROVEMENTS;ADTD PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Denton Independent School District ("District') is developing its real
estate located on Mayhill Road within the limits of the City of Denton; and
WHEREAS, the City's Subdivision Rules and Regulations require that the District make
certain improvements to Mayhill Road, including widening Mayhill Road and related drainage
improvements,hereinafter referred to as the"Project';and
WHEREAS,the City has identiti-d Mayhill Road as one on its Master Thoroughfare Plan
requiring certain improvements;and
WHEREAS,the City and the District desire to cooxrate to make improvements on May-
hill Road and to complete the Project,which will involve the District providing$377,670 toward
financing the Project; and
WHEREAS, the City Council deems it in the public interest to approve this Intedocal
Agreement; NOW,THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
5ECTION That the Mayor, or in his ab.ence,the Mayor Pro Tem, is hereby authorized
to execute the Interlocal Cooperation Agreement for Road Improvements between the City of
Denton and the Denton Independent School District for the widening of Mayhill Road from
Mills Road to McKinney Street, with related drainage improvements,substantially in the form of
the attached Interlocal Cooperation Agreement which is made a part of this ordinance as if writ-
. tcn word for word herein.
SEC]ION IL That the City Manager is hereby authorized to make the expenditures re-
quired in t u Interlocal Cooperation Agreement.
SECIIuN 111. That this ordinance shall become effective immediately upon its passage
and approval
J PASSED AND APPROVED this the _ day of 1998,
IAC_KM ILLER MAYOR
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ATTEST:
JENNIFER WALT ERS,CITY SECRETARY
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APPROVED AS TO LEGAL FORM: `
n HERBERT L. PROUTY,CITY ATTORNEY
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STATE OF TEXAS §
COUNTY OF DENTON §
INTERLOCAL COOPERATION AGkEENIENT FOR ROAD
IMPROVEMENTS BETWEEN THE CITY OF DENTON AND
I HE DENTON INDEPENDENT SCHOOL DISTRICT
THIS AGREEMENT is made and entered into by and between the City of Denton,
Texas, a political subdivision of the State of Texas, bereinafter referred to as "City" and the
Denton Independent School District, a political subdivision of the Stale of Texas, hereinaller
referred to as "District"for purposes of the completion of certain road Improvements,hereinafter
referred to as the"Project."
WHEREAS, the District is developing its real estate located on Mayhill Road within the
limits of the City;and
WHEREAS, the City's Subdivision Rules and Regulations require that the District make
certain improvements to Mayhill Road, including widening Mayhill Road and drainage
improvements,hereinafter referred to as the Project; and
WHEREAS, the City has identified Mayhill Road as one on its Master Thoroughfare
Plan, requiring certain improvements;and
WHEREAS,City and District value the early completion of the Project;and
WHEREAS,City and District mutually desire to be subject to the provisions of V.T.C.A..
Government code,chapter 791,the Interlocal Cooperation Act; and
WHEREAS,both City and District are governmental bodies with the authority to perform
the services set forth in this Agreement individually and in accordance with TEX. GOVT
CODE ann. §791.01 1(c)(2);and
WHEREAS, the District will make all payments for services out of available current
revenues and the City agrees that the payment and other consideration given by District
hereunder will fairly compensate it for the services performed;and
WHEREP S,City desires the participation of District in the Project as authorized by law;
NOW, THEREFORE, it is mutually agreed by the parties hereto as follows:
1' 1
The term of this Agreement shall commence on March 1, 1998, and shall end on
March 31, 1999, unless sooner terminated as provided in the succeeding provisions hereof.
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II.
The Project is described as follows: in the City of Denton, Texas, widening of Mayhill `
Road from Mills Road to McKinney Street, including drainage improvements,as required by the `
City's Subdivision Rules and Regulations, and including all surveying, engineering, and
construction.
It is expressly agreed and understood that all of District's obligations pertaining to fIf
Mayhill Road improvements with relationship to the City's platting process and pursuant to the
City's Subdivision Rules and Regulations shall be fully and completely satisfied by completion
of the Project
111.
4
Pursuant to V.T.C.A., Government Code Section 791.011, the parties hereto agree that
the purpose of this Agreement is to ensure that certain governmental functions and services in
the area of streets and drainage are performed. The parties hereto further agree that each of them
is authorized to perfonn the functions and services individually.
f`
IV.
In consideration of the City's performance of the obligations set forth herein, as
evidenced by the signature of the District's representative below, the governing body of the 1
District by the execution of and approval of this Agreement approves of and agrees to the
expenditure of District money to participate in or to fund three hundred seventy-seven thousand
six hundred seventy dollars($377,670,00) toward financing the improvement of a street that is
located in the City under the Project described in Section 11 above.
V.
In performance of this Agreement, City agrees to assume responsibility for securing all
necessary surveying, engineering, and construction services related to the Project. City further
S j%tccs that it shall be solely responsible for securing all necessary surveying, engineering, and
construction services related to the Project. City further agrees that it shall be solely responsible
for payment of all expenses related to completion of the Project. City shall seek reimbursement
for expenses related to the completion of the Project from District as set forth below,
VI.
As City proceeds in the completion of the Project, it shall submit to Mr. Curtis Martin, at 0 •
}, 909 Linden, Denton, Texas 76201,invoices by the last day of the month for reimbursement, and
1t/ District shall reimburse City for all expenditures related to this Project within ten (10) days of
receipt of these invoices. Attached to this Agreement is a certification by the District that the
District has the sum of three hundred seventy-seven thousand six hundred seventy dollars
($377,670.00) set aside and approved by the District's School Boud to be expended for the
Project that is the subject of this Agreement. Reimbursement from District to City shall not
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exceed the sum of three hundred seventy-seven thousand six hundred seventy dollars ,
($377,670.00),
Vil.
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In performance of this Agreement, District agrees to assist City in expediting the
completion of the Project. If, as construction of the Project proceeds, City determines it prudent
to close Mayhill Road, District consents to the closure.
In further performance of this Agreement, District agrees to reimburse City, from its
current revenues,a sum not h exceed that staled above.
Vlll.
This Agreement may be terminated in whole or in part by District or City upon thirty(30)
days' written notice to the other party setting forth a substantial failure by the defaulting party to
fulfill its obligations under this Agreement through no fault of the terminating party. Provided,
however, that no such temnination may be affected unless the defaulting party is given(1)written
notice delivered by certified mail,return receipt requested of intent to terminate setting forth the
substantial failure to perform; (2) not less than thirty (30) calendar days to cure the failure; and r
(3) an opportunity for consultation with the terminating party prior to termination. In the event
of termination by the District, District shall reimburse City for all invoices submitted up to and
including the date of termination. Notices shall be directed as follows:
CITY DISTRICT
Ted Benavides lean Schaake
City Manager President, Board of Trustees
City of Denton Denton Independent School District
215 East McKinney P.O. Box 2397
Denton,Texas 76201 Denton, Texas 76202
IX.
The covenants, conditions, and terms hereof are to be construed under the laws of the
State of Texas and are performable by all parties in Denton County,Texas. The parties mutually
agree that venue for any obligation arising from this Agreement shall lie in Denton, Denton
' County,Texas,
X. O
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This writing is intended by the parties as a final expression of their agreement and as a
complete Pad exclusive statement of the terra of their agreement. This Agreement can be
modified or rescinded only by a writing signed by both of the parties or their duly authorized
agents.
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X1.
This Agreement is not intended to extend the liability of the parties beyond that provided
by law, Neither District nor City waives, nor shall be deemed hereby to waive,any immunity or
d:fense that would otherwise be available to it against claims arising by third parties, including,
without limitation,the defense of governmental immunity.
XIL
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In the event that any portion of this Agreement shall be found to be contrary to law, it is
the intent of the parties hereto that the remaining portions shall remain valid and in full force and
effect to the extent possible.
XIII.
The undersigned officers and/or agents of the parties hereto are the properly authorized
officials and have the necessary authority to execute this Agreement on behalf of the parties
hereto and each party hereby certifies to the other that any and all necessary resolutions
extending said authority have been duly passed and are now In full force and effect.
EXECUTED in duplicate originals this the day of
1998.
DISTRICT CITY
Denton Independent School District City of Denton,Texas
P.O. Box 2387 215 Gast McKinney
Denton,Texas 76202 Denton,Texas 76201
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BY'. BY:
Jean Schaake Jack Miller
President of the Board of Trustees Mayor
of the Denton Independent School
District
ATTEST: ATTEST:
Jennifer Walters,City Secretary
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BY: BY: _
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APPROVED AS TO FORM: APPROVED AS TO FORM,
DISD Attomey 1[erberi 1.. Prouty, City Attorney
BY: BY: i _
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CITY OF DENTON, TGXA9 MUNICIPAL BUILDING • OENTON, TEXAS 76201 • TELEPHONE 81 7-m6-M
1 Ofte of the OIry Secretary
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MEMORANDUM
DATE: April 8, 1998
y 70: Mayor and Members of the City Council
�.
FROM: Jennifer Walters,City Secretary
SUBJECT: Boardicommission Appointments
The foslowing'e a list of current Board/Commission vacancies/nominations:
Council Member Duff ance has nominated Steven Poston to the Keep Denton Beautiful Board.
r .
Council Member Beasley has nominated James Taylor to the Sign Board of Appeals. = ,
1
if you require any further information,please let me know.
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