HomeMy WebLinkAboutNovember 06, 2012 AgendaAGENDA
CITY OF DENTON CITY COUNCIL
November 6, 2012
After determining that a quonim is present, the City Council of the City of Denton, Texas will
convene in a Closed Session on Tuesday, November 6, 2012 at 3:00 p.m. in the Council Worlc
Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items
will be considered:
CLOSED MEETING
1. Closed Meeting:
A. Consultation with Attorneys — Under Texas Government Code Section 551.071.
1. Consult with and provide direction to City's attorneys regarding legal
issues and strategies associated with Phase I and proposed Phase II Gas
Well Ordinance regulation of gas well drilling and production within the
City Limits and the e�traterritorial jurisdiction, including Constitutional
linutations, statutory limitations upon municipal regulatory authority,
moratorium on drilling and production and claims associated therewith,
statutory preemption and/or impacts of federal and state law and
regulations as it concerns municipal regulatory authority and matters
relating to enforcement of the ordinance.
2. Consultation with the City's attorneys regarding legal issues associated
with the creation of a public improvement district for the Rayzor Ranch
mixed-use development, where a public discussion of these legal matters
would conflict with the duty of the City's attorneys to the City of Denton
and the Denton City Council under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas, or would jeopardize the
City's legal position in any potential litigation.
3. Consult with City's attorneys regarding legal rights, restrictions and
obligations under Texas law, associated with overlapping extraterritorial
jurisdictions claimed by municipalities neighboring the City of Denton,
Texas, where a public discussion of such legal matters would conflict with
the duty of the City's attorneys to the City of Denton, Texas under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of
Texas, and where such matters may become an issue in potential litigation.
B. Consultation with Attorneys—Under Texas Government Code Section 551.071;
and Deliberations regarding Real Property—Under Texas Government Code
Section 551.072.
1. Discuss, deliberate, and receive information from staff and provide staff
with direction pertaining to the fee acquisition of a tract of land for public
purposes situated in the Gideon Wallcer Survey, Abstract Number 1330, in
the City of Denton, Denton County, Texas, generally located in the 650
blocic of South Mayhill Road. Consultation with the City's attorneys
regarding legal issues associated with the acquisition or condemnation of
the tracts referenced above where a public discussion of these legal
City of Denton City Council Agenda
November 6, 2012
Page 2
matters would conflict with the duty of the City's attorneys to the City of
Denton and Denton City Council under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas, or would jeopardize the
City's legal position in any administrative proceedings or potential
litigation regarding expanding and improving the City of Denton Landfill,
a pernutted municipal solid waste disposal facility.
2. Discuss, deliberate, and receive information from staff and provide staff
with direction pertaining to the potential purchase of certain real property
interests located (1) in the William Roarlc Survey, Abstract No. 1087, the
James L. Harris Survey, Abstract No. 555, and the J. Edmonson Survey,
Abstract No. 401, Denton County, Texas, and located generally at the
northeast and southeast corners of the intersection of Vintage Boulevard
and Bonnie Brae Street, and (2) in the A.N.B. Tomplcins Survey, Abstract
Number 1246, Denton County, Texas (located generally in the 2100 blocic
of South Bonnie Brae Street), all within the City of Denton, Texas.
Consultation with the City's attorney's regarding legal issues associated
with the acquisition or condemnation of tracts referenced above where a
public discussion of these legal matters would conflict with the duty of the
City's attorneys to the City of Denton and Denton City Council under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of
Texas, or would jeopardize the City's legal position in any administrative
proceedings or potential litigation.
3. Discuss, deliberate, and receive information from staff and provide staff
with direction pertaining to the potential purchase of certain real property
interests located (1) in the M.E.P. & P.R.R. Co. Survey, Abstract Number
927, Denton County, Texas, and located generally in the 200 blocic of
North Mayhill Road and (2) in the Morreau Forrest Survey, Abstract
Number 417, City of Denton, Denton County, Texas, and located
generally in the 600 blocic of South Mayhill Road, all within the City of
Denton, Texas. Consultation with the City's attorney's regarding legal
issues associated with the acquisition or condemnation of tracts referenced
above where a public discussion of these legal matters would conflict with
the duty of the City's attorneys to the City of Denton and Denton City
Council under the Texas Disciplinary Rules of Professional Conduct of the
State Bar of Texas, or would jeopardize the City's legal position in any
administrative proceedings or potential litigation.
ANY F1NAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED 1N A CLOSED MEETING
WII,L ONLY BE TAKEN 1N AN OPEN MEETING THAT IS HELD 1N COMPLIANCE WITH TEXAS
GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH F1NAL ACTION, DECISION, OR
VOTE IS TAKEN 1N THE CLOSED MEETING 1N ACCORDANCE WITH THE PROVISIONS OF �551.086 OF
THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCII,
RESERVES THE RIGHT TO ADJOURN 1NT0 A CLOSED MEETING OR EXECUTIVE SESSION AS
AUTHORIZED BY TEX. GOV'T. CODE, �551.001, ET SE .(THE TEXAS OPEN MEETINGS ACT) ON ANY
ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE 1N A CONTINUATION OF THE CLOSED
MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, 1N ACCORDANCE WITH THE TEXAS
OPEN MEETINGS ACT, 1NCLUDING. WITHOUT LIMITATION �551.071-551.086 OF THE TEXAS OPEN
MEETINGS ACT.
City of Denton City Council Agenda
November 6, 2012
Page 3
Work Session of the City of Denton City Council at 4:30 p.m. in the Council Work Session
Room, 215 E. McKinney, Denton, Texas at which the following items will be considered:
WORK SESSION
1. Citizen Comments on Consent Agenda Items
This section of the agenda allows citizens to spealc on Consent Agenda Items only. Each
spealcer will be given a total of three (3) minutes to address any items he/she wishes that
are listed on the Consent Agenda. A Request to Speak Card should be completed and
returned to the City Secretary before Council considers this item.
2. Requests for clarification of agenda items listed on the agenda for November 6, 2012.
3. Receive a report, hold a discussion, and give staff direction regarding the Phase II
amendments of the City's Gas Well Ordinance.
Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at
City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be
considered:
REGULAR MEETING
1. PLEDGE OF ALLEGIANCE
A. U. S. Flag
B. Texas Flag
"Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and
indivisible."
2. PROCLAMATIONS/PRESENTATIONS
A. Proclamations/Awards
1. America Recycles Day
2. Presentation of the Texas Association of Telecommunications Officers
and Advisors (TATOA) awards
3. CITIZEN REPORTS
4. CONSENT AGENDA
Each of these items is recommended by the Staff and approval thereof will be strictly on
the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City
Manager or his designee to implement each item in accordance with the Staff recommendations.
The City Council has received bacicground information and has had an opportunity to raise
questions regarding these items prior to consideration.
Listed below are bids, purchase orders, contracts, and other items to be approved under
the Consent Agenda (Agenda Items A— Y). 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.
City of Denton City Council Agenda
November 6, 2012
Page 4
If no items are pulled, Consent Agenda Items A— Y below will be approved with one motion. If
items are pulled for separate discussion, they may be considered as the first items following
approval of the Consent Agenda.
A. Consider approval of a resolution revising Adnunistrative Policy No. 403.07
"Debt Service Management" and providing for an effective date. The
Audit/Finance Committee recommends approval (3-0).
B. Consider adoption of an ordinance of the City of Denton, Texas to declare the
intent to reimburse expenditures from the unreserved fund balance of the General
Fund with Certificates of Obligation with an aggregate maximum principal
amount equal to $2,961,218 to facilitate the purchase of General Fund vehicles
and equipment, and providing an effective date.
C. Consider adoption of an ordinance of the City of Denton authorizing the City
Manager or his designee to execute a contract with the Houston-Galveston Area
Council of Governments (H-GAC) for the acquisition of four ambulances for the
City of Denton Fire Department; and providing an effective date (File 5080—
Purchase of Four Frazer Type I Ambulances awarded to Knapp Chevrolet in the
amount of $636,500).
D. Consider adoption of an ordinance of the City of Denton authorizing the City
Manager or his designee to execute a contract through the Buy Board Cooperative
Purchasing Networlc for the acquisition of four dump tnicics for the City of
Denton Streets Department; and providing an effective date (File 5098—Purchase
of Four Dump Tnicks for City of Denton Streets Department awarded to Rush
Tnlcic Center, Crane in the amount of $534,108).
E. Consider approval of a resolution nominating members to the Appraisal Review
Board of the Denton Central Appraisal District; and declaring an effective date.
F. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager to execute a grant agreement for Four Hundred Seventy-Two
Thousand One Hundred Forty Dollars And Fifteen Cents ($472,140.15) from the
Texas Department of Housing and Community Affairs Emergency Solutions
Grant Program (previously lcnown as Emergency Shelter Grant program) and talce
all other actions necessary; and providing for an effective date.
G. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
expenditure of funds for payments by the City of Denton for electrical energy
transmission fees to those cities and utilities providing energy transmission
services to the City of Denton; and providing an effective date (File 5083—
Electrical Energy Transmission Fees for fiscal year 2012-13 in the total amount of
$1,677,079.53). The Public Utilities Board recommends approval (6-0).
H. Consider adoption of an ordinance of the City of Denton authorizing the City
Manager or his designee to execute contracts through the State of Texas Smart
Buy Program and the Houston Galveston Area Council of Governments (H-GAC)
for the acquisition of a Utility Tnick and Fluid Excavator for the City of Denton
City of Denton City Council Agenda
November 6, 2012
Page 5
Wastewater Department; and providing an effective date (File 5081—Purchase of
Utility Tnicic from Sam Pacic's Five Star Ford (Texas Smart Buy) in the amount
of $73,608.88 and Fluid Excavator (H-GAC) from EKA, Inc. in the amount of
$69,505.01 for a total award of $143,113.89. The Public Utilities Board
recommends approval (6-0).
L Consider adoption of an ordinance accepting competitive bids by way of an
interlocal cooperative purchasing program participation agreement with the
Lower Colorado River Authority pursuant to Section 271.102 of the Texas Local
Government Code, for the purchase of high voltage circuit brealcers; providing for
the expenditure of funds therefor; providing an effective date (File 5095—
Interlocal Cooperative Purchasing Program Participation Agreement for the
purchase of electrical equipment with the Lower Colorado River Authority
awarded to Siemens Energy, Inc. in the estimated amount of $4,712,560). The
Public Utilities Board recommends approval (6-0).
J. Consider adoption of an ordinance authorizing the City Manager or his designee
to execute a contract by and between the City of Denton, Texas and G2 Electrical
Testing and Consulting, LLC., a Texas Linuted Liability Corporation, for highly
technical personal services related to the protection and control of electric
infrastnicnire to be rendered to the City of Denton, Texas (Denton Municipal
Electric); authorizing the City Manager to expend funds therefor in accordance
with the contract; and providing an effective date (File 5058—G2 Electrical
Testing and Consulting, LLC. in an amount not-to-exceed $1,035,573). The
Public Utilities Board recommends approval (6-0).
K. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager to execute a Professional Services Agreement by and between the
City of Denton, Texas and Black & Veatch, Inc. for electric design and
engineering services for a relay coordination st�idy incident to the Denton
Municipal Electric Transnussion System; authorizing the expenditure of funds
therefor; providing an effective date (File 5089—in an amount not-to-exceed
$564,000). The Public Utilities Board recommends approval (6-0).
L. Consider adoption of an ordinance accepting competitive proposals and awarding
an initial one (1) year contract with the option to extend for four (4) additional
one (1) year periods for the sale of City of Denton scrap electrical wire, metals,
electric meters and water meters to Fulton Supply and Recycling, Inc.; and
providing an effective date (RFP 5022—awarded to Fulton Supply and Recycling
per the contract pricing shown on Exhibit A).
M Consider adoption of an ordinance of the City of Denton, Texas amending
Chapter 13 (Food and Food Service Establishments) of the City of Denton Code
of Ordinances by deleting Articles I, II, III, IV, V and VI in their entirety;
adopting the Texas Food Establishment Rules promulgated by the Texas
Department of State Health Services and malcing related deletions and
amendments thereto; providing a severability clause; providing a savings clause;
providing for a penalty not to exceed $2,000 for violations of this ordinance; and
providing for an effective date.
City of Denton City Council Agenda
November 6, 2012
Page 6
N. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the
City Manager or his designee to execute a Contract of Sale (herein so called), as
attached to the ordinance and made a part thereof, by and between the City of
Denton (the "City"), and CS Residential, Inc. (the "Seller"), contemplating the
sale by Seller and purchase by City of a 1.926 acre tract of land, for the purchase
price of Two Hundred Twenty Eight Thousand Six Hundred Fifty Two Dollars
and No Cents ($228,652.00), said real property being generally located along the
south line of Virginia Circle, south of University and located in the R.B.
Longbottom Survey, Abstract Number 775, Denton County, Texas; authorizing
the City Manager, or his designee, to execute and deliver any and all other
documents necessary to accomplish closing of the transactions contemplated by
the Contract of Sale; authorizing the expenditure of funds therefor; and providing
an effective date. (69kV Transmission Line Re-build Project Parcel 27 Purple
Route) The Public Utilities Board recommends approval (5-0).
O. Consider approval of a resolution of the City of Denton, Texas, approving the
implementation of a public involvement process for upconung Denton Municipal
Electric Capital Improvement Projects for the siting of electric substations and the
routing of electric transmission lines; and providing an effective date. The Public
Utilities Board recommends approval (5-0).
P. Consider approval of a resolution allowing the Denton Community Theatre to be
the sole participant allowed to sell alcoholic beverages at the Beaujolais and More
on November 15, 2012, upon certain conditions; authorizing the City Manager or
his designee to execute an agreement in confornuty with this resolution; and
providing for an effective date. Staff recommends allowing alcohol to be sold in
the Civic Center for the Beaujolais event.
Q. Consider approval of the minutes of:
October 16, 2012.
October 29, 2012
R. Consider adoption of an ordinance approving a pipeline crossing contract by and
between the City of Denton, Texas and the Kansas City Southern Railway
Company relating to the location of a City water pipeline within railroad right-of-
way, located immediately south of said railroad right-of-way's intersection with
US Highway 380 at nule post 105.88, alliance subdivision within the county and
City of Denton Texas; authorizing the expenditure of funds therefor; and
providing an effective date. The Public Utilities Board recommends approval
(7-0).
S. Consider adoption of an ordinance of the City of Denton authorizing an
agreement between the City of Denton, Texas and the Children's Advocacy
Center for Denton County, Incorporated for providing aid to the City of Denton
Police Department in the investigation of child abuse cases; providing client and
clinical services to victims of child abuse and non-offending fanuly members;
providing for the expenditure of funds therefor; and providing for an effective
date.
City of Denton City Council Agenda
November 6, 2012
Page 7
T. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the
City Manager, or his designee, to execute a Contract of Sale (herein so called), as
attached hereto and made a part hereof as Exhibit "A", by and between the City of
Denton (the "City"), and Unified Aircraft Service, Inc., a California Corporation
(the "Seller"), contemplating the sale by Seller and purchase by City of a 5.140
acre tract of land more or less, being generally located in the 650 blocic of
Mayhill Road and lcnown as Lot 1, Blocic A, of Mayhill Road Addition, an
Addition to the Extraterritorial Jurisdiction of the City of Denton, Denton County,
Texas (the "Property Interests"); for the purchase price of Two Million Seven
Hundred Ninety Five Thousand Dollars and No/100 dollars ($2,795,OOO.00�.
authorizing the City Manager, or his designee, to execute and deliver any and all
other documents necessary to accomplish closing of the transaction contemplated
by the contract of sale; authorizing the expenditure of funds therefor; authorizing,
to the extent applicable, relocation expenditures; and providing an effective date.
U. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager, or his designee, to execute a Purchase Agreement (herein so
called), as attached to the ordinance and made a part thereof as Exhibit "A", by
and between Joab Partners, L.P., a Texas limited partnership, as Owner (herein so
called), and the City of Denton, Texas, as Buyer, regarding the Sale and Purchase
of fee simple to a 0.58 acre tract situated in the James L. Harris Survey, Abstract
No. 555 and the William Roarlc Survey, Abstract No. 1087 and located in the City
of Denton, Denton County, Texas, as more particularly described in the Purchase
Agreement, located generally northeast of the intersection of South Bonnie Brae
Street and Vintage Parlcway (the "Property Interests"), for the purchase price of
Eighty Six Thousand, Six Hundred Thirteen Dollars and No Cents ($86,613.00),
and other consideration, as prescribed in the Purchase Agreement; authorizing the
City Manager, or his designee, to execute and deliver any and all other documents
necessary to accomplish closing of the transaction contemplated by the Purchase
Agreement; authorizing the expenditure of funds therefore; and providing an
effective date. (Bonnie Brae Widening and Improvements project — Parcel 58)
V. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager, or his designee, to execute a Purchase Agreement (herein so
called), as attached to the ordinance and made a part thereof as Exhibit "A", by
and between Joab Partners, L.P., a Texas limited partnership, as Owner (herein so
called), and the City of Denton, Texas, as Buyer, regarding the Sale and Purchase
of fee simple to a 0.73 acre tract situated in the James L. Harris Survey, Abstract
No. 555, the J. Edmonson Survey, Abstract 401 and the William Roarlc Survey,
Abstract No. 1087 and located in the City of Denton, Denton County, Texas, as
more particularly described in the Purchase Agreement, located generally
southeast of the intersection of South Bonnie Brae Street and Vintage Parlcway
(the "Property Interests"), for the purchase price of Fifty Three Thousand, Three
Hundred Eighty Seven Dollars and No Cents ($53,387.00), and other
consideration, as prescribed in the Purchase Agreement; authorizing the City
Manager, or his designee, to execute and deliver any and all other documents
necessary to accomplish closing of the transaction contemplated by the Purchase
Agreement; authorizing the expenditure of funds therefore; and providing an
effective date. (Bonnie Brae Widening and Improvements proj ect — Parce160)
City of Denton City Council Agenda
November 6, 2012
Page 8
W. Consider adoption of an ordinance finding that a public use and necessity exists to
acquire fee simple to a 0.121 acre tract located in the M.E.P. & P.R.R. Co.
Survey, Abstract Number 927, City of Denton, Denton County, Texas, as more
particularly described on Exhibit "A", attached to the ordinance, located generally
in the 200 block North Mayhill Road (the "Property Interests"), for the public use
of expanding and improving Mayhill Road, a municipal street and roadway;
authorizing the City Manager or his designee to malce an offer to (1) D.J. Halsey
or Katherine H. Halsey, Tnistees, or their successors in tnist, under the Don and
Kay Halsey Living Tnist (the "Owner"); (2) successors in interest to the owner of
the Property Interests; or (3) any other owners of the Property Interests, as may be
applicable, to purchase the Property Interests for the Purchase Price of Thirty
Four Thousand Nine Dollars and No Cents ($34,009.00), and other consideration,
as prescribed in the Purchase Agreement (the "Agreement"), as attached to the
ordinance and made a part thereof as Exhibit "B"; authorizing the expenditure of
funds therefor; and providing an effective date. (Mayhill Road Widening and
Improvements proj ect — Parcel M077)
X. Consider adoption of an ordinance finding that a public use and necessity exists to
acquire fee simple to a 0.586 acre tract located in the Morreau Forrest Survey,
Abstract Number 417, City of Denton, Denton County, Texas, as more
particularly described on Exhibit "A", attached to the ordinance, located generally
in the 600 blocic of South Mayhill Road (the "Property Interests"), for the public
use of expanding and improving Mayhill Road, a municipal street and roadway;
authorizing the City Manager or his designee to malce an offer to (1) Miles Land
Company, Inc., a Texas corporation (the "Owner"); (2) successors in interest to
the Owner to the Properry Interests; or (3) any other Owner's of the Property
Interests, as may be applicable, to purchase the Property Interests for the Purchase
Price of Sixty Three Thousand Six Hundred Ninety One Dollars and No Cents
($63,691.00), and other consideration, as prescribed in the Purchase Agreement
(the "Agreement"), as attached to the ordinance and made a part thereof as
Exhibit "B"; authorizing the expenditure of funds therefore; and providing and
effective date. (Mayhill Road Widening and Improvements proj ect — Parcel
M 104)
Y. Consider adoption of an ordinance finding that a public use and necessity exists to
acquire fee simple to a 0.156 acre tract located in the Morreau Forrest Survey,
Abstract Number 417, City of Denton, Denton County, Texas, as more
particularly described on Exhibit "A", attached to the ordinance, located generally
in the 600 blocic of South Mayhill Road (the "Property Interests"), for the public
use of expanding and improving Mayhill Road, a municipal street and roadway;
authorizing the City Manager or his designee to malce an offer to (1) Kulcahi
Corporate Solutions, Inc., a Texas corporation (the "Owner"); (2) successors in
interest to the Owner to the Property Interests; or (3) any other Owner's of the
Property Interests, as may be applicable, to purchase the Property Interests for the
Purchase Price of Twenty Five Thousand Seven Hundred Three Dollars and No
Cents ($25,703.00), and other consideration, as prescribed in the Purchase
Agreement (the "Agreement"), as attached ordinance and made a part thereof as
Exhibit "B"; authorizing the expenditure of funds therefore; and providing and
effective date. (Mayhill Road Widening and Improvements proj ect — Parcel
M105)
City of Denton City Council Agenda
November 6, 2012
Page 9
5. ITEMS FOR INDIVIDUAL CONSIDERATION
A. Consider nominations/appointments to:
1. Human Services Advisory Committee
2. Parks, Recreation and Beautification Board
B. Consider adoption of an ordinance granting to Oncor Electric Delivery Company
LLC a non-exclusive franchise for the purpose of constnicting, maintaining, and
using an electric delivery utility system in the City of Denton; regulating the
constniction worlc done by the grantee in the City; requiring j oint use of poles,
trenches, and conduits in certain instances; prescribing the relationship and
relative rights between grantee and others with respect to constniction in the City
and location of facilities; prescribing the duties, responsibilities, and nile malcing
authority of the City Manager and the City with respect to adnunistration of this
franchise; requiring certain records and reports and providing for inspections and
location of principal offices; reserving to the governing body of the City the right
to set charges and rates of grantee; providing the rights and responsibilities of the
governing body in setting the rates; providing for enforcement of the franchise;
prescribing the compensation to the City from the grantee for the franchise
privilege; providing for assignment of the franchise; providing indemnity of the
City and its employees; providing for good faith effort; providing for insurance;
setting forth the term of the franchise and its renewal; repealing Ordinance No.
2001-405 as amended; providing for acceptance of the franchise by grantee;
finding that the meeting at which this ordinance is passed is open to the public;
providing for severability; and providing an effective date. (First Reading)
6. PUBLIC HEARINGS
A. Hold a public hearing and consider adoption of an ordinance of the City of
Denton, Texas, amending Ordinance No 99-205 to amend the concept plan for
27.945 acres located within Planned Development 174 (PD-174) zoning district;
generally located on the north side of Crawford Road, and the west side of John
Paine Road, being north and west of the Town of Argyle, in the City of Denton,
Denton County, Texas; providing for a penalty in the maximum amount of
$2,000.00 for violations thereof; providing a severability clause and an effective
date. (PDA 12-0001) The Planning and Zoning Commission recommends
approval (7-0).
B. Hold a public hearing and consider adoption of an ordinance of the City of
Denton, Texas, amending Ordinances 99-205 and 99-350 to amend the detailed
plan for 108.3 acres located within Planned Development 174 (PD-174) zoning
district; generally located on the north side of Crawford Road, and the west side
of John Paine Road, being north and west of the Town of Argyle, in the City of
Denton, Denton County, Texas; providing for a penalty in the maximum amount
of $2,000.00 for violations thereof; providing a severability clause and an
effective date. (PDA 12-0002) The Planning and Zoning Comnussion
recommends approval (7-0).
City of Denton City Council Agenda
November 6, 2012
Page 10
C. Hold a public hearing and consider adoption of an ordinance of the City of
Denton, Texas, amending an overlay district and approving an amendment to the
First United Methodist Church Special Sign District for 4.141 acres of land which
is located at 201 S. Locust Street and platted as Lot 1R, Blocic 23, Old Town
Denton Addition, in the City of Denton, Denton County, Texas; providing for a
penalty in the maximum amount of $2,000.00 for violations thereof; providing a
severability clause and an effective date. (,SD 12-0001) The Planning and Zoning
Commission recommends approval (6-0-1).
D. Hold a public hearing and consider adoption of an ordinance of the City of
Denton, Texas, providing for a initial zoning designation of Industrial Center
General (IC-G) zoning district classification and use designation, on 25.03 acres
of land located east of Corbin Road and south of Shelby Lane; providing for a
penalty in the maximum amount of $2,000.00 for violations thereof; providing a
severability clause and an effective date. (Z12-0008) The Planning and Zoning
Commission recommends approval (7-0).
7. CITIZEN REPORTS
8. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries
from the City Council or the public with specific factual information or recitation
of policy, or accept a proposal to place the matter on the agenda for an upconung
meeting
AND
Under Section 551.0415 of the Texas Open Meetings Act, provide reports about
items of community interest regarding which no action will be talcen, to include:
expressions of thanks, congratulations, or condolence; information regarding
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a renunder about an upconung event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing
body that was attended or is scheduled to be attended by a member of the
governing body or an official or employee of the municipality; or an
announcement involving an imminent threat to the public health and safety of
people in the municipality that has arisen after the posting of the agenda.
B. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the
Texas Open Meetings Act.
CERTIFICATE
I certify that the above notice of ineeting was posted on the bulletin board at the City Hall of the
City of Denton, Texas, on the day of , 2012 at o'clocic
(a.m.) �P.m.)
CITY SECRETARY
City of Denton City Council Agenda
November 6, 2012
Page 11
NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE 1N
ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL
PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF
REQUESTED AT LEAST 48 HOURS 1N ADVANCE OF THE SCHEDULED MEETING.
PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE
TELECOMM[_JNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-
TX SO THAT A SIGN LANGUAGE 1NTERPRETER CAN BE SCHEDULED THROUGH THE
CITY SECRETARY' S OFFICE.
� tl;,1' II" Ilti ° H tl"" ro,",;',ro II tl,1 II "II ."��
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Planning & Development
ACM: John Cabrales ��
SUBJECT — DCA12-0005 — Phccse II Gccs Well Drilling ccnd Production Ordinccnce R��isions
Receive a report, hold a discussion, and give staff direction regarding the Phase II amendments
of the City's Gas Well Ordinance.
BACKGROUND
On January 31, 2012, the staff updated City Council regarding the malce-up, status, and progress
of the Gas Well Taslc Force. Since that time, the Taslc Force held eight (8) additional weeldy
meetings to continue discussing the identified Focus Area topics. Meeting minutes,
presentations, comment cards, and additional resources are all currently posted on the City's
website at: http://www.cityofd���to��.co�n/��sw�lli��sp�ctio��s. At the conclusion of the weeldy
Taslc Force meetings, on May 8, 2012, a summary of the Taslc Force process and update on the
progress of the Phase II revision was presented to City Council in a work session briefing. Staff
presented a summary list of the Task Force voting results, and updated City Council on the new
Gas Well Inspections Division, inspection outcomes, fee invoicing and collections under the
annual inspection program, and the City's gas drilling moratorium. During the worlc session,
City Council requested that staff provide additional information. Exhibits 1, 2, and 3 present the
information requested. The approved items identified in the Taslc Force Action Item Voting
Results, Exhibit 1, were used by City staff to draft the ordinance language. Exhibit 2 is a
summary of the Action Items that received a split vote and Exhibit 3 is a table that presents
issues addressed in other municipal ordinances that were not discussed by the Taslc Force.
The initial ordinance draft was edited solely based on Task Force recommendations and then
presented during the October 1, 2012 Taslc Force meeting and posted online for public review
and comment. The October 1 draft was also forwarded to outside legal, scientific, and technical
advisors for gtiidance. The outside reviewers consisted of Dr. Kenneth Tramm, Modern
Geosciences, for scientific review; Terry Morgan, Gas Well Legal Planning Issues; Terry Cross,
Oil and Gas Drilling Legal Issues; Martin Rochelle, Gas Well Legal Environmental Issues;
David Klein, Gas Well Legal Environmental Issues; and Don Butler, New Tech Global
Regulatory Affairs, for technical review. The comments from the outside consultants were used
to prepare the second draft ordinance that was presented to the Task Force on October 22, 2012,
published to the City's website, discussed during the Planning and Zoning (P&Z) Commission's
meeting on October 24, 2012, and printed for hard copy distribution at multiple City buildings.
Agenda Information Sheet
November 6, 2012
Page 2
OPTIONS
The purpose of this meeting is to seek City Council's guidance on further revising the Phase II
draft ordinance. The previous versions of the draft include stipulations that may require further
examination or additional edits based on City Council's recommendations to staf£ Options
include:
1. Adding citizen items to the ordinance that were not previously included based on Taslc
Force or consultant recommendations;
2. Strilcing langtiage from the draft ordinance that may pose a rislc to the City if enforced
due to preemption concerns or other legal opinions;
3. Including stipulations currently written into regulations codified by another municipality;
and
4. Responding to citizen inquiries regarding the process to include or eliminate specific
language.
RECOMMENDATION
City staff recommends a discussion of the draft ordinance to specifically identify which items
proposed in the draft ordinance should remain.
ESTIMATED SCHEDULE OF PROJECT
The timeline below identifies the steps that remain from the schedule presented to City Council
on September 11, 2012. Another P&Z Commission meeting date on November 28, 2012 was
added to the timeline originally presented due to the anticipation that additional time is required
for staff to incorporate the recommendations provided by City Council during their November 6
and 13, 2012 Worlc Sessions. The complete revised timeline is included as Exhibit 4.
P & Z Cit Council
October 24
Closed Session, Work Session, and Public November 6
Hearing Closed Session and Work Session
November 14
Closed Session, Worlc Session, and Public November 13
Hearing Closed Session and Work Session
November 28 December 18,
Closed Session, Worlc Session, Public Closed Session, Worlc Session, Public
Hearing, and Action Item Hearing and Action Item
Agenda Information Sheet
November 6, 2012
Page 3
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
October 1, 2012 - The advisory Gas Well Taslc Force held a public meeting. During the meeting,
City staff presented a list of proposed changes to the draft ordinance. The Taslc Force was also
presented with hard copies of the draft ordinance in advance of the City's action to publish the
draft ordinance online.
October 2, 2012 - The draft ordinance was posted online for public review and comment. Public
comments were accepted through October 12, 2012.
October 22, 2012 - The Taslc Force held another public meeting to review changes made to the
draft ordinance since the October 1 meeting. Copies of the revised draft ordinance were printed
and distributed to the Task Force members and several City buildings for additional public
examination of the revised language.
October 24, 2012 - The Planning and Zoning (P&Z) Commission held a work session and
opened a public hearing for the Phase II ordinance revisions. The P&Z Commission offered staff
several suggestions on ways to further amend the ordinance and they approved a motion to
continue the public hearing to November 14, 2012.
DESCRIPTION OF EXHIBITS
Exhibit 1 identifies the Action Item voting results of the weeldy Taslc Force meetings and the
Action Items approved by a maj ority of Taslc Force members.
Exhibit 2lists the Taslc Force voting record of Action Items that received a split 2-3 or 3-2 vote.
Seven (7) items failed by a 2-3 margin and four (4) items were approved 3-2. Taslc Force
discussion summaries are excerpted from the meeting minutes for the seven (7) motions that
failed. The meeting minutes should provide insight into the Task Force's analysis prior to the
recorded vote.
Exhibit 3 is a table of items addressed in various municipal regulations in the Barnett Shale.
This table identifies items that were not specifically recommended by the Taslc Force or outside
consultants and have not been vetted for inclusion in the Phase II draft ordinance.
Exhibit 4 outlines the timeline of anticipated remaining actions until the conclusion of the Phase
II revision process, as anticipated on or before December 18, 2012.
EXHIBITS
1. Task Force Action Item Voting Results
2. Taslc Force Split Votes
3. Table of Other Municipal Provisions
4. Revised Phase II Ordinance Revision Timeline
Agenda Information Sheet
November 6, 2012
Page 4
Respectfully submitted:
���-�
��
John Cabrales
Assistant City Manager
Prepared by:
��-���-, ,�,.,N„; � � .��._.....
�
� "� f�'�
Brian Locldey, AICP, CPM
Planning and Development Interim Director
Exhibit 1
ACTION ITEM VOTING RESULTS
5 Voting members: Don Butler (DB), John Siegmund (JS), Vicki Oppenheim (VO), Tom La Point (TL), and Ed Ireland (EI)
FOCUS AREA TOPIC 1
AIR QUALITY
(1-9-12 and 1-23-12 meetings � 17 Items)
1. No electricity generation on-site
a. Approved, 4-1 vote (AYE - DB, JS, VO, and TL � NAY - EI)
2. Vapor recovery units
a. Approved, 5-0 vote
3. Green completions
a. Approved, 3-2 vote (AYE - DB, VO, and TL � NAY - JS and EI)
4. Best practices for gas drilling and production
a. Approved, 5-0 vote
5. Air monitoring as a compliance tool through a monitoring program
a. Approved, 5-0 vote
6. Reference other applicable local, state, and federal rules, laws, and
regulations
a. Approved, 5-0 vote
7. Incorporate compliance timetables
a. Approved, 5-0 vote
8. Appropriate valves and fittings, plus pipeline pressure monitoring and
shut-off valves
a. Motion to include under °Best practices for gas drilling and production"
b. Approved: 5-0 vote
9. Regulate compressor stations, collection stations, or tank farms in City
a. Motion to not follow DAG's recommendation as originally presented -°No
compressor stations, collection stations, or tank farms in City"
b. Approved: 4-1 vote (AYE - DB, JS, TL, and EI � NAY - VO)
c. Second vote with modified language, as written
d. Approved: 5-0 vote
10. Air quality analysis and monitoring
a. Motion to include under °Air monitoring as a compliance tool through a
monitoring program"
b. Approved: 5-0 vote
Page 1 of 13
11. Outfit City staff with necessary equipment to carry out Task Force goals
and ensure they are trained properly to utilize the equipment
a. Approved: 5-0 vote
12. Proper actions for regulatory infractions regarding emissions
a. Motion to include under °Reference other applicable local, state, and federal
rules, laws, and regulations"
b. Approved: 5-0 vote
13. Consider requiring operators to submit evidence of compliance with state
and federal air permitting regulations, upon request
a. DB motioned to combine the presented °Baseline analysis for air" and
°Summarize impact pathways" AIs.
b. VO seconded; motion presented for vote
c. Approved: 5-0 vote
14. EIAs for each site, plus TIAs required and Ongoing air quality monitoring
a. Motion to take no action
b. Approved: 5-0 vote
15. Environmental Defense Fund (EDF) recommended emission reduction
measures
a. Motion to include under °Best practices for gas drilling and production"
b. Approved: 5-0 vote
16. Updates to ordinance document
a. Motion to include under °Reference other applicable local, state, and federal
rules, laws, and regulations"
b. Approved: 5-0 vote
17. Best available technology, monitor VOC emissions, fewer drill sites in City
and ET7, pipeline pressure monitoring and shut-off valves, vapor recovery
units, and eliminate flaring
a. Motion to move past all six action items
b. Approved: 5-0 vote
FOCUS AREA TOPIC 2
WATER
(1-30-12 and 2-6-12 meetings � 17 Items)
1. Require closed-loop systems in the City and ET7.
a. Approved: 5-0 vote
Page 2 of 13
2. Used drilling fluids should be temporarily stored and reused for drilling,
when possible. Surplus uncontaminated drilling mud may be applied to
surface of agricultural land which is not subject to run-off.
b. Motion to include items with closed-loop recommendation
c. Approved: 4-1 vote (AYE - JS, VO, TL, and EI � NAY - DB)
3. No saltwater disposal wells allowed in the City or its ET7.
d. Approved: 4-1 vote (AYE - DB, JS, VO, and TL � NAY - EI)
4. Expand best management practice requirements to minimize sediment
runoff.
e. Approved: 4-1 vote (AYE - DB, JS, VO, and TL � NAY - EI)
5. Use existing Action Item language for similar newly proposed actions.
f. Approved: 5-0 vote
6. The City gas well inspector, or his representative, should be given joint
inspection/enforcement jurisdiction over existing and future City water
quality ordinances, that are under the purview of other City Departments
or inspectors.
g. Approved: 5-0 vote
7. Require operators to submit private water well testing results of those
wells within a 1,500-foot radius for property owners who agree to the
tests and that the costs shall be borne by operator and testing conducted
by independent, certified third party.
h. Approved: 5-0 vote
8. Require proximity maps to surface waters and surface drainage
assessments with the emergency response plan.
i. Approved: 3-1-1 vote (AYE - DB, VO, and TL � NAY - EI � Abstain - JS)
9. Require operators to provide verification that site personnel are trained in
and in compliance with the submitted emergency response plan.
j. Approved: 5-0 vote
10. Investigate additional casing monitoring inspections and regulate findings
accordingly.
k. Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
11. Establish a methane monitoring program as well as isotope testing and
regulate accordingly.
I. Failed; no second to approval motion
12. Require water recycling technologies, where applicable.
m. Approved: 5-0 vote
13. Postpone possible action regarding setting water use limits until after the
City Council vote on the water plan.
n. Motioned to postpone
o. Approved: 5-0 vote
Page 3 of 13
14. Update water quality and quantity standards as best practices and laws
change.
p. Motion to include with previously approved Action Item
q. Approved: 5-0 vote
15. Provide the City information on impact pathways for water quality on at
each site and the practices and measures that will be implemented to
address these impacts.
r. Motion to include with previously approved Action Item
s. Approved: 5-0 vote
16. The operator must disclose how much water it will require, what source of
water it plans to use, and options for reducing water use.
t. Motion to include with previously approved Action Item
u. Approved: 5-0 vote
17. The operator must use municipal water and no municipal water may be
transported to any pad site not specified in the plan. No municipal water
may be transported outside of Denton and its ET7.
v. Motion to not forward as a recommendation
w. Approved: 5-0 vote
FOCUS AREA TOPIC 3
COMPLIANCE/INSPECTION FOLLOW-UP
(2-13-12 meeting � 9 Items)
1. Establish procedures and a timeline for bringing unpermitted/platted
wells and related facilities into compliance based on legal review.
a. Approved: 5-0 vote
2. Operator shall provide testing data as required by the City of Denton.
a. Approved: 5-0 vote
3. Motion to combine three Action Items to state: Establish reasonable time
period for operators to respond to City after receiving notice of violations
from the City and clarify enforcement penalties for non compliance.
a. Action Item Number 1: If a gas well does not meet City standards for location
or other issues, what happens to well?
b. Action Item Number 2: Establish reasonable time period for operators to
respond to City after receiving notice of violations from the City.
c. Action Item Number 3: Establish deadlines for correcting violations for
different types of violations (depending on type, threat to public safety,
seriousness, and threshold level).
d. Approved: 5-0 vote
Page 4 of 13
4. Motion to combine two Action Items to state: the City will investigate
trigger mechanisms for compliance modifications.
a. Action Item Number 1: Establish trigger mechanisms that require non-
conforming gas wells to upgrade to conformance based upon current
ordinance. These mechanisms may be based upon the types of changes made
to a facility or by percentage.
b. Action Item Number 2: Establish trigger mechanisms for requiring upgrades
to existing conforming gas wells.
c. Approved: 5-0 vote
5. Disclose inspection results to residents and public on City website either in
list or on map; possibly establish a report card system.
a. Approved: 5-0 vote
6. Require plan on how operator will respond to violation and the time
period.
a. Approved: 5-0 vote
7. From DAG Report - Take the recommendations of the Task Force and see if
DDC Sections 35.1.10.4 and 35.22 could be revised to be specifically
tailored as applicable to gas drilling and production.
a. Approved: 5-0 vote
8. Revise code by inserting a paragraph that acknowledges Denton's
appreciation of the benefits of gas production.
a. Motioned to not consider the proposed Action Item at this time
b. Approved: 5-0 vote
9. Delete the portion of the ordinance that state shall be screened by 8' high
or other opaque decorative masonry wall.
a. Motion to include with On-Site Requirements Focus Area
b. Approved: 5-0 vote
FOCUS AREA TOPIC 4
OTHER GAS DRILLING RELATED FACILITIES
(2-20-12 meeting � 9 Items)
1. Encourage the City review the pipeline ordinances from The Town Flower
Mound and Grand Prairie for applicability, to the City of Denton in regards
to public health safety and welfare.
a. Approved: 4-1 vote (AYE - JS, VO, TL, and EI � NAY - DB)
2. Require enhanced emergency preparation for City departments and
coordination with pipeline companies, as well as emergency drills.
a. Motion to move past the item
b. Approved: 5-0 vote
Page 5 of 13
3. Require GIS as built drawings for flow lines and gathering lines and others
related to Gas Drilling Facilities that are permitted by the City.
a. Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
4. Require soundproof enclosures for all compressor stations (later clarified
to mean all compressors).
a. Motion to postpone noise discussions until the On-Site Requirements Focus
Area
b. Approved: 5-0 vote
5. Restrict compressor stations to industrial and/or exclusively commercial
zoning districts and require enhanced setbacks from residential districts.
a. Action Number 1: Motion to move this Action Item to the On-Site
Requirements Focus Area; failed without second
b. Action Number 2: Motion to move past this proposed Action Item
c. Action Number 2: Approved: 5-0 vote
6. Require reporting to the City on equipment testing and maintenance
programs for these facilities.
a. Action Number 1: Motion to include this Action Item with previously approved
Action Items and not consider individually
b. Action Number 1: Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
c. Action Number 2: Motion to move past this proposed Action Item
d. Action Number 2: Approved: 5-0 vote
7. Require BTEX units on all dehydration systems.
a. Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
8. Review requirements in Flower Mound and other cities with enhanced
requirements for compressor station locations.
a. Motion to move past proposed Action Item
b. Approved: 5-0 vote
9. Enhanced review of gas storage facilities.
a. Motion to move past proposed Action Item
b. Approved: 5-0 vote
FOCUS AREA TOPIC 5
INSURANCE AND BONDING
(2-27-12 meeting � 2 Items)
1. The amount of the security instrument (irrevocable letter of credit or
payment bond) should be increased to $100,000 for a single well and
$200,000 for multiple wells on the same pad site.
a. Proposal credited to the DAG group
b. Motion to postpone
c. Approved: 5-0 vote
Page 6 of 13
2. Require all items for discussion and vote must be presented and explained
by a Task Force member.
a. Approved: 5-0 vote
FOCUS AREA TOPIC 6
PUBLIC INPUT PROCE55
(2-27-12 meeting � 5 Items)
1. Require operators to meet with the public prior to the Planning and Zoning
Commission meeting for any SUP applications. Require notification (via
regular U.S. mail) to residents, property owners, and businesses within
1500 feet.
a. Approved: 5-0 vote
2. Require notification to surrounding neighborhood of any re-fracing
activities. Require notification via regular us mail to residents, property,
owners, and businesses within 1500 ft.
a. Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
3. Require operators to notify surrounding neighborhood for any new drilling
activity or gas related facility, even if only requiring a gas drilling
development plat or site plan. Require notification (via regular U.S. mail)
to residents, property owners, and businesses within 1500 feet.
a. Approved: 4-1 vote (AYE - DB, VO, TL, and EI � NAY - JS)
4. The City shall hold at least two public meetings, advertised in local media
and paid for by the operator, for purposes of answering citizen questions
prior to the solicitation of signatures on gas lease documents.
a. Motioned to not take action on this item
b. Approved: 5-0 vote
5. Request that City hold candid public meeting by senior City staff, council
member, and/or mayor to outline for Denton citizens the positive benefits
and negative problems experienced to date resulting from gas well
operations in the City of Denton and the ET7.
a. Motion that staff prepare an annual report summarizing Denton's gas drilling
h i sto ry
b. Approved: 5-0 vote
FOCUS AREA TOPIC 7
LEASE PROCE55 AND PROPERTY ACQUISITIONS
(3-5-12 meeting � 1 Items)
1. No Action Items presented for this Focus Area.
Page 7 of 13
FOCUS AREA TOPIC 8
ON-SITE REQUIREMENTS
(3-5-12, 3-12-12, and 3-19-12 meetings � 13 Items)
1. Evaluate current gate and security requirements for gas drilling and
production sites.
a. Approved: 5-0 vote
2. Evaluate creating maximum levels for low frequency outdoor noise levels
at building walls of protective uses, possibly at 65db, and equipment that
would be needed and testing procedures.
a. Approved: 3-2 vote (AYE - JS, VO, and TL � NAY - DB and EI)
3. Require an ambient noise study for every site and a noise mitigation plan
demonstrating compliance with the study site, but allow for 3 dB
nighttime exceedances and 5 dB daytime exceedances over ambient when
measured 300 feet from the boundary of the gas well drilling or production
site or 100 feet closer than the nearest receptor.
a. Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
4. Evaluate requirements for a reclamation plan at the time of application
and incorporate future requirements and identify the current condition.
This action combined two proposed Action Items into one recommendation.
a. Two Proposed Action Items:
1) Require a Surface Reclamation Plan for all gas drilling and productior
sites. The Surface Reclamation Plan shall include:
i. Proposed stages and projected timing of operations, including
phasing of drilling and production operations, and phasing if
more than one pad site on subject property;
ii. The proposed stages of reclamation, including a reclamation
plan illustrating and outlining the stages;
iii. Elements in reference to the City of Fort Worth ordinance; and
iv. The plan shall also reference all other site closure requirements
at the State and Federal level. The State and Federal plans
shall be provided to the City at each stage of reclamation.
2) When an Operator decides to abandon a gas well and associated
facility, a Reclamation Plan must be approved by the proper
authorities of the City of Denton. The Reclamation Plan must include
all State and Federal requirements in effect at that time as well as
specific additional requirements imposed by the City of Denton at
that time to accommodate specific situations related to the well and
facility to be abandoned. If a Salvage Company is owner of the
facility at the time of abandonment, identical requirements remain in
effect excepting that the required insurance coverage is reduced to
$10 million. Any well casing remaining in place after abandonment
shall be cut and removed to a depth of at least five feet below
surface.
b. Approved: 4-0 vote (DB absent)
Page 8 of 13
5. Require screening at all gas well production sites, in accordance with DDC
Section 35.13. This action combined three proposed Action Items into one
recommendation.
a. Three Proposed Action Items:
1) Require screening walls at all gas drilling and production sites in the
City.
2) Require landscape screening buffers at all gas drilling and production
sites.
i. The landscape screening buffer of 30 feet shall be installed
within 30 days of spudding of the first gas well or within 30
days of the gas-related facility being installed. There may be an
exception to this time period if the plantings would occur during
the extreme heat of summer months, and as determined by the
Director of Planning.
ii. The landscape screening buffer of 30 feet shall be a
combination of evergreen and deciduous trees and bushes from
the approved plant list.
iii. The trees and bushes must be planted according to current
landscaping standards in the Denton Development Code.
Some of these screening requirements may be installed along
the right-of-way of the pad site property instead of immediately
around the pad site. The street buffer may be reduced to 10
feet. This determination will be done on a case-by-case basis,
as deemed appropriate by the Director of Planning in evaluating
current right-of-way conditions and site characteristics.
3) Remove the current Ordinance requirement that wellheads and
related equipment be screened with an 8-foot opaque masonry wall
and substitute the requirement that the facilities be enclosed with
good quality rust protected chain link or metal stake fencing of 8-
foot height that permits sight of the enclosed equipment. Such
transparency is important for effective monitoring of activities inside
the enclosed area. Landscape screening should not be permitted for
the same reason as well as the fact that such landscape plantings
will require significant water resources at a time of water
conservation. In addition, the surface where such landscaping would
be located is private property.
b. Approved: 4-0 vote (DB absent)
6. The operator shall paint and maintain all production equipment at all
times, including wellheads, pumping units, tanks, and buildings or
structures. When requiring painting of such facilities, the director of
planning and development services shall consider the deterioration of the
quality of the material of which such facility or structure is constructed,
the degree of rust, and its appearance.
a. Motion to move past item
b. Approved: 4-0 vote (DB absent)
7. Require operators to bring drilling and production sites up to current
equipment and operational standards when re-fracturing a well.
a. Motion to move past item
b. Approved: 4-0 vote (DB absent)
Page 9 of 13
8. Require operators to hire third-party companies to conduct baseline soil
testing of gas drilling and production sites. If there are any spills or
contamination on-site, require the operator to conduct follow-up soil
testing at gas drilling and production sites and provide these test results
to the City of Denton. The operator must provide post-drilling testing
results as well after abandonment.
a. Motion to move past item
b. Approved: 4-1 vote (NAY - VO)
9. Require a maintenance plan for hatch seals of storage tanks. The plan
must be provided to the City of Denton as well as yearly maintenance
reports.
a. Motion to consider hatch seal maintenance already included under previously
approved Action Items, as applicable
b. Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
10. Look into requirements to prevent pooling water and mud on driving
surfaces on-site.
a. Approved: 3-2 vote (AYE - JS, VO, and TL � NAY - DB and EI)
11. Review DDC Section 35.22.5.A.2.K to make sure it is adequate to keep mud
and rocks off public roads and Rights-of-Way.
a. Approved: 5-0 vote
12. Review and clarify the definition of a lightening arrestor system.
a. Approved: 5-0 vote
13. As a policy recommendation to the City, review and discuss the
appropriate location of the ET7 Division I/II boundary line both internally
and with Denton County.
a. Failed: 2-3 vote (AYE - VO and TL � NAY - DB, JS, and EI)
FOCUS AREA TOPIC 9
CITY INFRASTRUCTURE
(3-26-12 meeting � 4 Items)
1. Require review fee schedule and road damage remediation agreement, as
appropriate.
a. Approved: 4-0 vote (DB absent)
2. Review the City's Drought Plan and provide recommendations on gas
drilling and production operators' water use during the different stages of
the plan.
a. Motion to move past item
b. Approved: 4-0 vote (DB absent)
Page 10 of 13
3. Request operators utilize surface waters from private lakes and ponds to
the extent feasible for drilling and frac water especially during periods of
Denton water-use restrictions.
a. Motion to move past item
b. Approved: 4-0 vote (DB absent)
4. Within the Gas Well Drilling and Production ordinances in Subchapter 22,
the City should consider cross-referencing other City ordinances specific to
other Departments' requirements that are outside that of the current Gas
Well Drilling and Productions ordinances yet are germane to gas well
permitting, drilling, operations, abandonment, etc.
a. Approved: 4-0 vote (DB absent)
FOCUS AREA TOPIC 10
SEISMIC TESTING
(3-26-12 meeting � 2 Items)
1. Require an Oil and Gas Exploration Permit for seismic surveys.
a. Motion to review the types of seismic surveys to promote the best available
technologies and require a permit for impact based exploration.
b. Approved: 4-0 vote (DB absent)
2. Request staff to provide hard copy to each DTF member of draft of the
complete Drilling City Ordinance III prior to submission to City Council.
Following a realistic period of time for DTF members to study the draft,
schedule a DTF meeting to discuss.
c. Task Force in consensus of this item and forwarded as a recommendation
without vote
Page 11 of 13
APPROVED ACTION ITEMS
Air Quality
1. No electricity generation on-site
2. Vapor recovery units
3. Green completions
4. Best practices for gas drilling and production
5. Air monitoring as a compliance tool through a monitoring program
6. Reference other applicable local, state, and federal rules, laws, and regulations
7. Incorporate compliance timetables
8. Regulate compressor stations, collection stations, or tank farms in City
9. City staff is outfitted with necessary equipment to carry out Task Force goals and
they are trained properly to utilize the equipment
10. Consider requiring operators to submit evidence of compliance with state and
federal air permitting regulations, upon request
Water
11.
12.
13.
14.
15.
16
Require closed-loop systems in the City and ETJ.
No saltwater disposal wells allowed in the City or ETJ.
Expand best management practice requirements to minimize sediment runoff.
Use existing Action Item language for similar newly proposed actions.
The City gas well inspector, or his representative, should be given joint
inspection/enforcement jurisdiction over existing and future City water quality
ordinances, that are under the purview of other City Departments or inspectors.
Require operators to submit private water well testing results of those wells within
a 1,500-foot radius for property owners who agree to the tests and that the costs
shall be borne by operator and testing conducted by independent, certified third
pa rty.
17. Require proximity maps to surface waters and surface drainage assessments with
:
19.
20.
21.
the emergency response plan.
Require operators to provide verification that site personnel are trained in and in
compliance with the submitted emergency response plan.
Approve a well upgrade incentive program for drilling and production sites.
Require water recycling technologies where applicable.
Consider requiring operators to submit evidence of compliance with state and
federal permitting regulations, upon request.
Compliance/Inspection Follow-Up
22. Establish procedures and a timeline for bringing unpermitted/platted wells and
related facilities into compliance based on legal review.
23. Operator shall provide testing data as required by the City of Denton.
24. Establish reasonable time period for operators to respond to City after receiving
notice of violations from the City and clarify enforcement penalties for non
compliance.
25. The City will investigate trigger mechanisms for compliance modifications.
26. Disclose inspection results to residents and public on City website either in list or
on map; possibly establish a report card system.
27. Require plan on how operator will respond to violation and the time period.
28. Take the recommendations of the Task Force and see if DDC Sections 35.1.10.4
and 35.22 could be revised to be specifically tailored as applicable to gas drilling
and production.
Page 12 of 13
Other Gas Drilling Related Facilities
29. Encourage the City review the pipeline ordinances from The Town Flower Mound
and Grand Prairie for applicability, to the City of Denton in regards to public health
safety and welfare.
30. Require enhanced emergency preparation for City departments and coordination
with pipeline companies, as well as emergency drills.
Public Input Process
31. Require operators to meet with the public prior to the Planning and Zoning
Commission meeting for any SUP applications. Require notification (via regular
U.S. mail) to residents, property owners, and businesses within 1500 feet.
32. Require operators to notify surrounding neighborhood for any new drilling activity
or gas related facility, even if only requiring a gas drilling development plat or site
plan. Require notification (via regular U.S. mail) to residents, property owners, and
businesses within 1500 feet.
33. Staff will prepare an annual report that summarizes the history of gas drilling in
Denton.
On-Site Requirements
34. Evaluate current gate and security requirements for gas drilling and production
sites.
35. Evaluate creating maximum levels for low frequency outdoor noise levels at
building walls of protective uses, possibly at 65db, and equipment that would be
needed and testing procedures.
36. Evaluate requirements for a reclamation plan at the time of application and
incorporate future requirements and identify the current condition.
37. Require screening at all gas well production sites, in accordance with DDC Section
35.13.
38. Look into requirements to prevent pooling water and mud on driving surfaces on-
site.
39. Review DDC Section 35.22.5.A.2.K to make sure it is adequate to keep mud and
rocks off public roads and Rights-of-Way.
40. Review and clarify the definition of a lightening arrestor system.
City Infrastructure
41. Require review fee schedule and road damage remediation agreement, as
appropriate.
42. Within the Gas Well Drilling and Production ordinances in Subchapter 22, the City
should consider cross-referencing other City ordinances specific to other
Departments' requirements that are outside that of the current Gas Well Drilling
and Productions ordinances yet are germane to gas well permitting, drilling,
operations, abandonment, etc.
Seismic Testing
43. Review the types of seismic surveys to promote the best available technologies and
require a permit for impact based exploration.
44. Request staff to provide hard copy to each DTF member of draft of the complete
Drilling City Ordinance III prior to submission to City Council. Following a realistic
period of time for DTF members to study the draft, schedule a DTF meeting to
discuss.
Page 13 of 13
Exhibit 2
TASK FORCE SPLIT VOTES
(2-3 oR 3-2)
Failed
1. Investigate additional casing monitoring inspections and regulate findings
accordingly.
2. Require GIS as built drawings for flow lines and gathering lines and others related
to Gas Drilling Facilities that are permitted by the City.
3. Require BTEX units on all dehydration systems.
4. Require notification to surrounding neighborhood of any re-fracing activities.
Require notification via regular us mail to residents, property, owners, and
businesses within 1500 ft.
5. Require an ambient noise study for every site and a noise mitigation plan
demonstrating compliance with the study site, but allow for 3 dB nighttime
exceedances and 5 dB daytime exceedances over ambient when measured 300
feet from the boundary of the gas well drilling or production site or 100 feet closer
than the nearest receptor.
6. Require a maintenance plan for hatch seals of storage tanks. The plan must be
provided to the City of Denton as well as yearly maintenance reports.
7. As a policy recommendation to the City, review and discuss the appropriate
location of the ETJ Division I/II boundary line both internally and with Denton
County.
Approved
1. Green completions
2. Require proximity maps to surface waters and surface drainage assessments with
the emergency response plan (3-1-1 vote).
3. Evaluate creating maximum levels for low frequency outdoor noise levels at
building walls of protective uses, possibly at 65db, and equipment that would be
needed and testing procedures.
4. Look into requirements to prevent pooling water and mud on driving surfaces on-
site.
Page 1 of 4
TASK FORCE DISCUSSIONS OF FAILED ITEMS
1. Investigate additional casing monitoring inspections and regulate findings
accordingly.
Summary of discussion, as taken from the Meeting Minutes, leading to the Task
Force's vote: Ireland stated operators do monitor casing pressures and note if any
changes occur in those pressures. Siegmund stated it is important that the surface
casing is properly placed, cemented, and does not leak to protect the fresh water
supplies. According to Siegmund, if the surface casing corrodes it doesn't create any
problem because production is separate from the surface casing. La Point stated
that in Wyoming that the aquifers and shale are shallow. He asked if the Barnett has
the same problem and how far the casing needs to go to prevent migration into the
aquifers. Ireland stated in Texas the RRC specifies the casing depth at minimum, and
if an operator wants to set casing deeper they have to get permission because there
may be reasons why it should not be any deeper. Ireland questioned if they were
talking about a non problem. He contacted the RRC and asked if there had been any
complaints of contamination of water in Denton County and they stated there had
not any filed. Oppenheim stated that TCEQ has a pending case of VOCs in the water,
and there is also a pending lawsuit stating that drilling mud contaminated the water.
Both of these are in Denton County, but not concluded. Groth stated that cathodic
protection can also be installed on casing and could reduce the rate at which it
corrodes.
2. Require GIS as built drawings for flow lines and gathering lines and others
related to Gas Drilling Facilities that are permitted by the City.
Summary of discussion, as taken from the Meeting Minutes, leading to the Task
Force's vote: Oppenheim presented Require GIS as-built drawings from all gas
pipeline operators to be submitted to the City. Groth stated there haven't been a
large number of new pipelines because of the existing network already constructed in
Denton County. Butler stated that as-built drawings were presented to the City as
part of Right-of-Way use agreements. Banks stated he believed that is correct and
that as the pipelines get smaller, that is where you are going to find the need for
more information, but the larger lines are permitted with other agencies. Butler
questioned if a company comes in and is granted an easement by a private
individual, would the City only have jurisdiction where that crosses a City Right-of-
Way. Banks stated, °Yes," which is why it is important to know which pipelines the
Task Force is trying to address. There was discussion on pipeline locations and
markings and then Groth stated there is a number to call to locate lines under the
One Call network or the Texas Excavation Safety System.
3. Require BTEX units on all dehydration systems (BTEX is the term used for the
volatile aromatic compounds of benzene, toluene, ethylbenzene, and xylene).
Summary of discussion, as taken from the Meeting Minutes, leading to the Task
Force's vote: Ireland stated he believes BTEX units are required on dehydration units
over a certain size. Oppenheim asked if they are required on all units. Ireland stated,
°Yes, if it meets the standards." Ireland stated that this is already covered and the
City can't continue to trump state or federal requirements. La Point questioned if it
is not on all units then what size requires them. Ireland stated he thought it was
3,000,000 standard cubic feet a day.
Page 2 of 4
4. Require notification to surrounding neighborhood of any re-fracing activities.
Require notification via regular us mail to residents, property, owners, and
businesses within 1500 ft.
Summary of discussion, as taken from the Meeting Minutes, leading to the Task
Force's vote: Butler stated there are times that certain people may not be available
and he questioned if there should be some language that all reasonable means were
used in the notification process. Cunningham stated that would be looked at by staff
and that the City cannot guarantee delivery. Siegmund stated that there is no
purpose because residents already know what is going on. Oppenheim knew of a few
cases where people bought a house with an existing well nearby that was dormant,
but the well was re-fractured without notice. Siegmund questioned what will change
as a result of notification. Ireland stated that the current ordinance already has
notification requirements. Oppenheim stated she would like more advance notice and
also a greater notification distance. Butler stated that he feels the current ordinance
covers notifications, other than the 1500-foot requirement.
5. Require an ambient noise study for every site and a noise mitigation plan
demonstrating compliance with the study site, but allow for 3 dB nighttime
exceedances and 5 dB daytime exceedances over ambient when measured 300
feet from the boundary of the gas well drilling or production site or 100 feet
closer than the nearest receptor.
Summary of discussion, as taken from the Meeting Minutes, leading to the Task
Force's vote: Oppenheim presented possible action item; create maximum daytime
and nighttime sound limitations by industrial, commercial, and residential uses for lift
or line compressor stations, suggest 65db or lower, depending on district. She stated
that in Fort Worth there are different levels for different zoning areas for day and
night. She questioned if in Phase I there was evaluation for day and night levels.
Banks stated that there are specific mention of exceedances during daytime and
nighttime if the ambient noise is higher than 75 dB. Butler stated they have already
approved an item to only have electric powered equipment and they are typically
much quieter. Groth stated that Fort Worth's ordinance also addresses pure tones.
He stated that a straight decibel limit may not mitigate the nuisance. Ireland stated
that noise ordinances are complex and intertwined. He stated he didn't think they
could pick certain sentences from other cities ordinances; it would need to be a
package. Oppenheim stated there are concepts in these ordinances that need to be
considered. Groth stated as they reference other City's ordinances, the other cities
generally all try to use the measured ambient noise level as a basis and set
exceedances allowances over the ambient level. Oppenheim questioned if that would
mean they would need a noise mitigation plan and then an ambient noise study.
Groth stated if the goal is to make sure noise is not impactful during daytime and
nighttime; the City should have an understanding of the existing level. He stated the
ambient noise report measures the existing environmental noise level and a
mitigation plan would show how the operator intends to comply with the City's
ordinance. Siegmund stated he has a problem reducing the existing level to 65 dB.
La Point questioned if it were possible to get someone who has done this in another
City to speak to the Task Force about how they went about it. Siegmund stated the
problem is that if you call in three experts that you would get three different
answers. Groth stated he could call in someone, but he needs clarification on the
request and that Cunningham, Banks, and Groth all have the experience La Point
mentioned would be helpful. Siegmund stated that he believes the existing code
covered this better than what is available out there now and he didn't think it would
Page 3 of 4
help to bring in someone to talk about how they did it. Ireland stated the current
ordinance appears to do a good job of covering it and there is no evidence to say the
current ordinance is not effective. Oppenheim questioned pure tones; Groth stated
the ordinance does not address pure tones. Cunningham asked whether it would be
of value to say the operator has to maintain ambient or may exceed it by a certain
level. He stated 65 dB could be quiet or loud depending on what you are accustomed
to in your environment. La Point stated he didn't realize that the requirement for the
ambient noise level report was not already in the ordinance. Groth stated it does not
apply to every site because the permitted noise threshold is 75 dB in all instances,
unless the ambient is greater. Butler questioned why the city would need to see how
compliance would be achieved. He stated he did not know why you would need a
mitigation plan if the onus was on the company to comply with the established
stipulations in a manner they chose. Cunningham stated he suggests that they
require an ambient report and then establish a threshold not to be exceeded. Ireland
questioned if the current ordinance already requires ambient. Groth stated that it
does not apply to every site because the permitted noise level threshold is 75 dB in
all instances, unless the ambient is greater than 75 dB. Siegmund questioned if noise
is cumulative, Groth stated it is not. Ireland asked if °require a study" is different
than what is currently required. Groth stated the current ordinance does not apply to
every site because the permitted noise level threshold is 75 dB in all instances.
6. Require a maintenance plan for hatch seals of storage tanks. The plan must be
provided to the City of Denton as well as yearly maintenance reports.
a. Summary of discussion, as taken from the Meeting Minutes, leading to the Task
Force's vote: Oppenheim stated the plan must be provided to the City of Denton as
well as yearly maintenance reports. Groth stated that this item appears similar to
other Action Items that were previously approved. La Point questioned if the
presented Action Item was a current requirement. Groth stated the ordinance does
not specifically mention hatch seals, but previous Task Force discussions
recommended ordinance changes that may address this item, which could be
considered as a current requirement if we considered prior actions. Butler stated that
this proposal could be included under the previous Action Item to reference RRC
regulations in the revised ordinance. Ireland stated that in earlier action items, they
incorporated RRC and TCEQ regulations and this is an issue that is TCEQ regulated.
7. As a policy recommendation to the City, review and discuss the appropriate
location of the ETJ Division I/II boundary line both internally and with Denton
County.
Summary of discussion, as taken from the Meeting Minutes, leading to the Task
Force's vote: Cunningham stated that this item would not be put into the Gas Well
Ordinance, it would be a recommendation. Groth indicated the state sets the full ETJ
area by rule, but an inter-local cooperative agreement between Denton County and
the City identifies the Division I/II boundary. Butler questioned what the implications
of this would be and that it seemed there would be broad implications such as more
inspections and then the operators would have to comply with City codes. Groth
stated one implication would be the applicability. He stated Denton County developed
processes and issues permits in the City's ETJ and any additional implications would
require the City and County to make sure that all permitting is worked out. Butler
stated that there could be broad reaching implications, and for the Task Force to
make recommendations to the City, they may be giving the City the feeling that they
know what the implications are and how those regulations should apply.
Page 4 of 4
Exhibit 3
Excluded Denton Arlington Flower Mound Fort Worth Grand Prairie Southlake
Items
• Site preparation, well servicing, • Site preparation, well servicing,
truck deliveries of equipment and truck deliveries of equipment and
materials, fracing, and other materials, and other related work • Work hours for site development • Truck deliveries of equipment
related work is limited to between limited to the hours of 6 a.m. to 7(other than drilling and flowback), and materials, well servicing, site
the hours of 7 a.m. to 6 p.m., • Site development, other than p.m. Mon through Sat. truck deliveries of equipment and preparation, and other related
Work Hours for CST and 7 a.m. to 8 p.m. CDST, drilling, shall be conducted materials, well servicing, site work conducted is limited to the
On-site • Fracturing only during day-time Monda throu h Saturda between 7 a.m. to 7 m. Monda • Workover and fracture re aration, and other related hours of 7:00 a.m. and 7:00 m.
hours. Y 9 Y' p' Y p p p'
Activities through Friday and between 9 stimulation restricted to daytime. work is limited to daytime hours.
• Other than mobilization, a.m. to 5 p.m. on Saturday. • No workover or reworking
demobilization, and advancing the • Mobilization and demobilization • Fracture stimulation and operations shall be permitted
bore hole, no other activities are prohibited before 9 a.m. and after flowback during daytime only. during nighttime hours.
allowed on the drill site on 6 p.m. and no other activities
Thanksgiving or Christmas Day. allowed on Sunday.
Ambient Report
Sets Noise No Yes No Yes Yes Yes
Level
Noise mitigation
(management) Not Required Required Required Required Required Required
plan
Pure Tone Noise No Yes No Yes Yes Yes
Considerations
Vehicle audible Prohibited during nighttime
backup alarms Not Addressed Not Addressed Not Addressed Not Addressed Not Addressed operations
Not required for approval, but...
SUP or site specific authorization
Zoning in certain districts, otherwise SUP always required Not required for approval. • The Gas Well Drilling Committee Not required for approval. SUP always required
allowed by-right (GDRC) reviews applications if
Council waivers are required.
On-site storage Not Addressed Prohibited Prohibited Prohibited Prohibited Prohibited
Reclaimed Not Addressed • Connection required if drilling Not Addressed Not Addressed Not Addressed Not Addressed
water line within 2,000 feet.
SWPPP Not Required Required Required Not Required Not Required Required
Page 1 of 7
Excluded Denton Arlington Flower Mound Fort Worth Grand Prairie Southlake
Items
• Roads constructed of reinforced
• Private roads require concrete concrete within 1,000 feet ofthe
drive approach. public road.
Roads and drive • Access roads at least 24 feet • If 1,000 feet will not reach the
approach wide with 14 feet overhead site, 4-inch HMAC over 6-inch or
construction Not Required clearance Not Required Not Required 8-inch flexbase, with dust control Not Required
standards agent, may be considered.
• Road surfaced with bituminous
surface treatment, asphalt and • The gas well approach and
concrete acceptable. driveway shall be located,
designed, and surfaced with
reinforced concrete
• 25 feet from outer boundary
line, storage tank, or source of
ignition
• 75 feet from public street, road,
highway or future street, ROW,
• 25 feet from drill site boundary, property line, or pad site
storage tank, or source of ignition boundary line
Internal Not Addressed • �5 feet from public street, road, Not Addressed • 300 feet of any building used or Not Addressed Not Addressed
Setbacks highway or future street, ROW or designed and intended to be used,
property line for human occupancy
• 100 feet from accessory building • 100 feet from accessory building
• 100 feet from any type of
surface waterconveyance:
creeks, streams, lakes, ponds,
drainage ditches, or storm water
conveyance systems
• 5-foot no-build easement • Well head easement
around the center of the plugged
No build Not Addressed Not Addressed Not Addressed and abandoned well bore • 300-foot radius Not Addressed
easement
• Easement recorded in the • No residential lots platted in the
applicable county deed records easement, until well abandoned
Landscape • Within 30 days after spudding ' Within 45 days following the . yyithin 180 days after • Within 120 days from setting • Within 60 days of completion of
Timing Not Addressed the first well completion of drilling of the first completion of the first well the surface casing on the first well drilling or as required by SUP
permitted well
Street Trees Not Required Required Not Required Not Required Not Required Not Required
Page 2 of 7
Excluded Denton Arlington Flower Mound Fort Worth Grand Prairie Southlake
Items
si nrespassing Not Required siteequired on all 4 sides of the Not Required Not Required Not Required Not Required
9
• Electric or diesel-electric hybrid
Rig type Not Addressed rigs within 450 feet of a protected Not Addressed Not Addressed Not Addressed Not Addressed
use
• City Council may require an • City Council may require an
increase in setback distance or increase in setback distance or
Increase in require any change in operation, require any change in operation,
Setback Not Addressed plan, design, layout, or any Not Addressed plan, design, layout, or any Not Addressed Not Addressed
Distances change in the on-site and change in the on-site and
technical regulations technical regulations
• Fresh Water Fracture Pits • May construct if the protected
• Frac pits shall incorporate require a City permit. use distance is greater than 500
Fracturing and design standards feet. • Fracturing and completion
frac pits • Allowed, no standards • Pits are prohibited • Ponds located on land not prohibited during June, July, and
• Designed as a water feature on adjacent to a drilling site shall be • A fracture pond design plan August.
the site located in identified zoning shall be submitted with the
districts. drilling application.
Security: • Operator shall employ an off-
System or Not Required Camera Required Not Required Not Required duty peace officer to direct traffic • Security system and camera
Camera at the pad site entrance during both required
high truck traffic.
• Piped to the surface and have • Piped to the surface and have . gradenhead gauge must be
an observable and adequate an observable and adequate
Bradenhead Not Addressed pressure gauge with operable test Not Addressed pressure gauge with operable test installed at the wellhead prior to Not Addressed
valve valve first sales
Page 3 of 7
Excluded Denton Arlington Flower Mound Fort Worth Grand Prairie Southlake
Items
• Secondary containment required
• SUP required before permitting around compressor stations.
a natural gas compressor station.
• All equipment and buildings
• All equipment must be 600 feet associated with the compressor
Separate, from protected uses and 300 feet shall be screened from public view
Specific from other uses. if within 600 feet of residentially � Line compressors shall be • Section of ordinance devoted to
Compressor Not Addressed Not Addressed used property or ROW. enclosed within an acoustical Oil and Gas Pipelines Technical
station and • Compressor station boundary structure. and Permitting Regulations.
pipeline enclosed by 8 foot masonry • Line compressors shall be
regulations screening wall. permitted only in appropriate
zoning districts.
• Equipment exceeding 10 feet
enclosed in a building. • Section of ordinance devoted to
Oil and Gas Pipelines Technical
and Permitting Regulations.
• No salt water disposal wells in
• No saltwater pipeline shall be the City of Grand Prairie or its
• Maintenance plans and constructed, installed, ETJ.
inspections schedules must be maintained, repaired, replaced,
Saltwater provided to the City for saltwater modified, removed, or operated • Produced water or other
Disposal (SWD) Standards are not addressed, but Standards are not addressed, but without obtaining a Pipeline wastewater Standards are not addressed, but
disposal lines.
Well and Pipline SWDs prohibited SWDs prohibited Permit. collection/transportation pipelines SWDs prohibited
Standards are prohibited.
• Saltwater disposal wells
prohibited. • No salt water disposal
(injection) wells shall be located • Individual or centralized
within the town. wastewater treatment facilities
are prohibited.
Annual Meeting Not Required Not Required Required Not Required Not Required Required
Lube oil • Stationary diesel power plants
purification Not Required Not Required located on the site shall have a Not Required Not Required Not Required
lube oil purification unit.
• Not used for cleaning any • Not used for cleaning any
Organic element, structure, or component element, structure, or component
solvents Not Addressed Not Addressed of the derrick, drilling equipment, Not Addressed Not Addressed of the derrick, drilling equipment,
tools, or pipes. tools, or pipes.
• Lead-free, biodegradable pipe • Lead-free, biodegradable pipe
Pipe dope Not Addressed Not Addressed dope shall be substituted for API Not Addressed Not Addressed dope shall be substituted for API
specified pipe dope. specified pipe dope.
Page 4 of 7
Excluded Denton Arlington Flower Mound Fort Worth Grand Prairie Southlake
Items
Additional Items Include:
• Signage plan
Additional Items Include:
• Landscape irrigation plan
• Waste disposal plan
• Description how the operations
• Erosion control plan are consistent with the Southlake
Additional Items Include: Comprehensive Master Plan
• Noise abatement study
• Erosion control plan • Waste management plan
Items Required Additional Items Include: • Dust control plan
with Application • Environmental protection plan Additional Items Include: • Leak Detection and Compliance
• Driveway approach design and Plan
Submittals that Not Applicable • Site Restoration Plan. . Leak Detection and Compliance permit application
are not
addressed for • Noise mitigation (management) Plan • Noise mitigation (management) • Gas dispersion model
Denton Projects plan plan • Vector control plan, detailing
• Emergency Evacuation plan measures taken to ensure • Risk assessment, Blast study,
fracture pond will not become a and cement casing program
• Noise mitigation (management) mosquito harborage site
plan • Continuous air quality
• Leak Detection and Compliance monitoring and water testing
Plan plan(s)
• Noise mitigation (management) • TIA and SCADA plans
plan
• Soil sampling, site lighting, and
erosion control plan(s)
• At the time of application, the • The operator may apply for and
Multiple gas Not Applicable Not Applicable Not Applicable Operator may request the obtain a gas well permit for more Not Applicable
well permits issuance of a Multiple Well Site than one (1) well if multiple wells
Permit. are located on the same pad site.
• All wells that have a sales line ' After fracturing or re-fracturing, • After fracturing or re-fracturing,
Reduced shall be required to employ Operators shall employ Operators shall employ
Emission Not Required Not Required appropriate equipment and appropriate equipment and Not Required
Completion reduced emission completion processes to minimize natural gas processes to minimize natural gas
techniques and methods. and associated vapor releases. and associated vapor releases.
Page 5 of 7
Excluded Denton Arlington Flower Mound Fort Worth Grand Prairie Southlake
Items
Noise wall • If operations ceased for 90
removal Not Addressed Not Addressed Not Addressed Not Addressed days, noise walls and supporting Not Addressed
structures shall be removed.
• For gas drilling permit
applications received after
January 18, 2011, all initial
drilling activities shall be required
to cease five (5) years from the
date of permit issuance for the
Site • A Specific Use Permit for gas initial gas well for a particular pad
Development Not Addressed well drilling must be reviewed Not Addressed Not Addressed site. Not Addressed
Time limits every five (5) years.
• For gas drilling permit
applications received after
January 18, 2011 all fracture
ponds shall be required to be
removed five (5) years from the
date of permit issuance.
• Landfarming shall be prohibited
within the city limits of Grand
Landfarming Not Addressed Not Addressed Not Addressed Not Addressed Prairie. Additionally, landfarming Not Addressed
shall be prohibited within any
area of the ETJ that is within the
watershed of Joe Pool Lake.
• A quarterly extended gas
Gas analysis Not Required Not Required Not Required Not Required Not Required analysis report must be provided
reports to the City once completion or
fracturing begins.
Page 6 of 7
Excluded Denton Arlington Flower Mound Fort Worth Grand Prairie Southlake
Items
• It shall be unlawful to drill a
well, or re-drill, deepen, re-enter,
Drilling Into activate, or convert an abandoned
Existing Not Addressed Not Addressed Not Addressed Not Addressed Not Addressed Well, the center of which is
Wellbores
located 500 feet from a City
owned park or 1,000 feet from a
habitable structure or school
property line.
Firefighter • Operator required to provide
Emergency training and instruction to the fire
Responder Not Addressed Not Addressed Not Addressed Not Addressed Not Addressed department regarding well safety
training and emergency management
protocol .
Evacuation plan • The operator shall conduct a
testi ng
Not Addressed Not Addressed Not Addressed Not Addressed Not Addressed thorough testing of its evacuation
plan on an annual basis.
• A drill site in a floodplain
• Connections to a freshwater requires the approval of the city
source; including the city public and, where applicable, the U.S.
• A notarized letter from a drinking water system, private ACoE.
hazardous materials cleanup wells, other surface and/or . The Operator of a well located
Additional • The appropriate NFPA diamond service company affirming that groundwater sources; shall Within an airport's flight path
hazard placard shall be placed on the operator has entered into a comply with cross connection
Miscellaneous Not Applicable • No Additional Items. must obtain FAA approval and
each tank and piece of contract authorizing said company control requirements.
Provisions equipment, as applicable. to perform cleanup services in the submit an executed and recorded
event of a hazardous materials • Within one hundred eighty aviation easement.
spill, leak, seepage, or accident. (180) days of its completion date, � A thermal oxidizer shall be
each gas well shall be equipped required at times deemed
with a cathodic protection system.
necessary by the city's inspector
or consultant.
Page 7 of 7
Chronolo�ically
October 24:
November 6:
November 13:
November 14:
November 28:
December 18:
By Body
Exhibit 4
Phase II Ordinance Revision
Revised Timeline
Planning & Zoning Commission (P&Z) meeting — closed session, work session,
and public hearing
City Council meeting — closed session and work session
City Council meeting — closed session and work session
P&Z meeting — closed session, work session, public hearing, and Action Item
P&Z meeting — closed session, work session, public hearing, and Action Item
City Council meeting — closed session, work session, public hearing, and Action
Item
P & Z City Council
October 24
Closed Session, Work Session, and Public November 6
Nearing
Closed Session and Work Session
November 14
Closed Session, Work Session, and Public November 13
Nearing
Closed Session and Work Session
November 28 December 18,
Closed Session, Work Session, Public Nearing, Closed Session, Work Session, Public Nearing
and Action Item and Action Item
10/26/2012 Page 1 of 1
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Finance
r"l'.Z7
,
ACM: Bryan Langley
SUBJECT
tl,���4111II"rotl*N"II��;: �'�,�jretl'll"II�:':� :q �
Consider approval of a resolution revising Administrative Policy No. 403.07 "Debt Service
Management" and providing for an effective date. The Audit/Finance Committee recommends
approval (3-0).
BACKGROUND
The City's Debt Service Management Policy ("Debt Policy") 403.07 was originally developed in
1995 and adopted by the City Council on March 5, 1996. On April 20, 2010, the City Council
adopted revisions to the policy, including the requirement that the policy be reviewed at least
annually to ensure compliance with statutory and Securities and Exchange Commission (SEC)
requirements. The Debt Service Management Policy provides general guidelines by which the
City will issue debt and addresses the issues of process, use and linutations.
After reviewing the existing Debt Service Management Policy with the City's Audit/Finance
Committee, Financial Advisor, Bond Counsel and internal Debt Management Committee, the
following revisions are being proposed:
1. Section II, D& E— Langtiage has been included to provide additional examples of bond
investor reports and financial advisor services which are provided.
2. Section IV, B— Clarifying langtiage regarding event notices to the Municipal Security
Rulemalcing Board (MSRB), which are additions to SEC Rule 15c2-12.
3. Section VI — Clarifies that the City's Electric, Water and Wastewater Funds are
collectively known as the City's "Utility System;" clarifies how debt coverage ratios for
Utility System debt will be calculated; stipulates that the Utility System will maintain a
debt coverage ratio equivalent to 1.25 on all outstanding revenue bonds and other
indebtedness; and expresses the City's intent to strive to maintain this debt coverage ratio
separately for each utility.
4. Section XVII, B— Addition of requirements regarding the investment and expenditure of
proceeds of tax-exempt obligations.
5. Section XVIII — Addition of restrictions on private business use of tax-exempt financed
facilities.
Agenda Information Sheet
November 6, 2012
Page 2
6. Section XIX — Addition of new section expanding records retention requirements.
7. Section XX — Addition of new section regarding training requirements for Chief
Financial Officer.
Additionally, other minor changes are recommended to clarify langtiage, reduce redundancy, and
improve sentence stnicture. The changes outlined above represent changes that allow for both
flexibility and accountability in meeting the City's financing needs.
RECOMMENDATION
Staff recommends approval of this resolution.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On August 7, 2012 and October 16, 2012, the Audit/Finance Committee reviewed revisions to
the Debt Management Policy and unanimously recommended approval to forward the revised
Debt Service Management Policy to the City Council for consideration.
EXHIBITS
Red-line version of Debt Service Management Policy
Resolution
Respectfully Submitted By:
� ..
�. ��
Antonio Puente, Jr.
Assistant Director of Finance
CITY OF DENTON Pabe � of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE
REFERENCE NUMBER:
SECTION: FINANCE �03.07
SUBJECT: DEBT MANAGEMENT INITIAL EFECTIVE DATE:
03/05/96
TITLE: DEBT SERVICE MANAGEMENT LAST REVISION DATE:
�
POLICY STATEMENT
This policy shall provide general guidelines by which the City of Denton (the "City""� will
issue debt. In as much as this policy may be in conflict or inconsistent with state law,
state law will prevail. Furthermore, state law will prevail on matters not specifically
addressed in this policy. It is the objective of this policy that (1) the City obtain financing
only when necessary, (2) the process for identifying the timing and amount of debt or
other financing proceed as efficiently as possible, and (3) the City seelc the most
favorable interest rate and competitive costs in accordance with this policy while
maintaining financial flexibility.
This debt management policy applies to the financing activities of the City of Denton,
Texas. It also addresses the issues of process, use and limitations. Proceeds from debt
issuances will be delivered as closely as possible to the time that contracts are expected to
be awarded so that the proceeds are spent in the most efficient manner. The City Council
shall review and approve the debt management policy at least annually and be
documented by ordinance or resolution, which shall include any changes made.
ADMINSTRATIVE PROCEDURES
L DEBT MANAGEMENT COMMITTEE
A. Members
The Debt Management Committee (the "Committee"'� will consist of the City
Manager, Assistant City Managers, and the Chief Financial Officer. The City's
financial advisor and bond counsel shall act as consultants to the Committee.
B. Scope
The Comnuttee shall meet at least annually to review the debt program or as
necessary. Topics for discussion should include: the Capital Improvement
Program, status of outstanding debt, unspent bond proceeds, and unissued voter
authorized debt, timing of additional financing needs and financing options, and
the effect of proposed financing activity on the related rates supporting the debt
(i.e., property tax rate, utility rates, user fees, etc.).
Page 2 of 25
IL RESPONSIBILITY AND STANDARD OF CARE
The Finance Department will coordinate all activities required for the issuance of all debt.
A. Delegation
The Chief Financial Officer shall have primary responsibility for developing
financing recommendations. The Chief Financial Officer shall:
• Meet no less than annually with Department Directors to consider the need
for financing, review debt capacity and assess progress on the Capital
Improvement Program;
• Review changes in state and federal legislation;
• Review annually the provisions of ordinances authorizing issuance of
obligations;
• Periodically review the City's Charter to ensure compliance with state
law; and
• Annually review services provided by the financial advisor, bond counsel,
paying agent, and other service providers to evaluate the extent and
effectiveness of the services being provided.
B. Conflicts of Interest
All participants in the debt management process shall seelc to act responsibly as
custodians of public assets. Officers and employees involved in the debt
management process shall refrain from personal business activity that could
conflict with proper execution of the financing program, or which could impair
their ability to malce impartial financing decisions.
C. Reporting
The Chief Financial Officer shall include in the Comprehensive Annual Financial
Report ("CAFR�""� a report summarizing all debt outstanding by type (tax-
supported and self-supported general obligation debt, and revenue —debt),
remaining balance of bond proceeds, update of arbitrage liability, and update of
pertinent legislative changes.
D. Investor Relations
The City shall endeavor to maintain a positive relationship with the investment
community. The Chief Financial Officer and the City's financial advisor shall, as
necessary, prepare reports and other forms of communications regarding the
City's indebtedness, as well as its future financing plans. This includes
information presented to the press and other media. The information includes, but
i s not limited tq the annual program of services, ^ ^�°', °°� <, � � �° �° �° � � °� �° e� ^ ° �° �
�� `1��°'��, financial plans, capital improvement plans, and comprehensive
development plans.
Page 3 of 25
All forms of inedia deemed appropriate and immediately available to the City will
be utilized to disseminate information to all investors. Examples include the
Texas �������� ����u:°p��������� a���� ���u:° �'����a���Y Municipal ������p�������Y ��aAp�p���Y��u:°�� p�y �p���
1`�aA����°��;�a�q �������Y���v � �a��a�°up ��" `��u.°��a���Y ��p�u:� <<1���1�""'�, The Bond Buyer, a���� �p���
Electronic Municipal Marlcet Access ��Yv�Y�u:°�aa �"EMMA�}-�-�t�"� �a�a���������u:��� p�y the
Municipal � �u:��°������u:°�Y ����aApu:°u�a�q����r�, ������� ��p���
"1��������""� Bond counsel will advise on the use of electronic media in connection
with the �::`��v" ��Y debt program.
E. Financial Advisor
The City shall retain an independent financial advisor for advice on the
stnicturing of new debt, financial analysis of various options, ��a�°QaA�������,�� ��u:��°���a������,��
���p������������u:���Y, the rating review process, the marlceting �€���31.�-r�; a����
marlcetability of City ����a� obligations, ���Y��Y��a����°�� and post-�u�Y��Y������°�°
services, the � �.� ��,a �.��„o.,� �,���a,,,ao,� ����u:°p�����a�����a ��° ��°u��°u��:°�����,�; ���°aA�aau:°�����Y
��°��°Q� ��� °°���°�u�°��°u �� ��a��u:°u�a���a�""� and other services, as necessary.- The City will
seelc the advice of the financial advisor on an ongoing basis.- The financial
advisor will perform other services as defined by the agreement approved by the
City Council. The financial advisor will not bid on nor underwrite any ��::`��v
debt issues in accordance with "���A,°^e°��' ��^����*�� T����°°����eA�� �����-�' �1VISRB�
niles, „�� ,.�;�,a hT�.�,a,�.�,a� �r��, ,
F. Bond Counsel
The City shall retain bond counsel for legal and procedural advice on all debt
issues. Bond counsel shall advise the City Council in all matters pertaining to its
bond ordinance(s) and/or resolution(s). No action shall be talcen with respect to
any obligation until a written instniment (�-e. ��,��., Certificate ��°��- Ordinance or
other ����:�,�;�� instniment) has been prepared by the bond attorneys
certifying the legality of the proposal. The bond attorneys shall prepare all
ordinances and other legal instniments required for the execution and sale of any
bonds issued which shall then be reviewed by the City Attorney and the Chief
Financial Officer. The City will also seelc the advice of bond counsel on all other
types of debt and on any other questions involving federal tax or arbitrage law.
Special counsel may be retained to protect the �::`��v" ��Y interest in complex
negotiations.
IIL OFFICIAL STATEMENT
The preparation of the Official Statement is the responsibility of the financial advisor in
concert with the Chief Financial Officer. Information for the Official Statement is
gathered from departments/divisions throughout the City.
The City will talce all appropriate steps to comply with �-federal �����s���- ����
{�.;�Yu:��~������u:���Y �a��°���Y, ����°Qa�����,�,. p������ ���� ���������� ��, Securities and Exchange Comnussion
�""��� `""� Rule 15c2-12�- ���au:° Il�a��u:°""� The City will �����a������ annual and ��
Page 4 of 25
event disclosure � u � p � �� ��,��Y �� the �°�°� �w� °, �;�; �" ��w�
. , . . _ �1������� � aa� �Il�l��,1 as
T'eCjLl1T'eC� by T���I�. 1 c„�s 6'7���!�" ���A�!�" a�Cq�4.� tl���J �'�tlh�f!i!��Atltl��7'� �tl�J�'Q���Y�Ap�V:" ��i!h�V:"4��aC�w�q��7�crY.
� �,��
IV. DISCLOSURE
A. With each bond offering, and at least annually, in the preparation of �'�����
��a� �`1°��,'��, Official �'�^�°��°°°��,��a��u:��aau:���� or any other offering docLiment,
the City will follow a policy of full and complete disclosure of operating,
financial and legal conditions of the City, in conformance with the Government
Finance Officers Association Disclosure Guideline, and as advised by �p��:� �`��°� "��Y
disclosure counsel or financial advisor.
B. Notice of Events
� _ � � �'p� u:� ���� aA p �� lists certain
events that must be reported in a timely fashion to the '� ���,e^� �°�c-��
� „ ����MSRB� via
�EMMA � and, if required by ��a�� Rule � _ a���� �p�u:° �..: ��� "��Y �°������aa������,��
���Y�°p���Y����u:° a��a�u:°���a�q����,�,��Y, to the 1���1�:` ��� ����Y �,a������°��°� a���Y ����� State Information
l�I,a nR��A,aro�,.�l A��,��,�.�-<� i'�.��A,ral �.� Ta�,.��, lnRAi'l
DepositorY ��"SID > � ���"��� �p���
��Y�a��u:�. On May 26, 2010, the SEC made amendments to ��a�� Rule '�^��, which
only apply to primary offerings that occur on or after December 1, 2010. While
not required, the City will make every effort to apply the new requirements to
existing bond issuances since the amendments malce ��a�� Rule '�^�-��more
stringent. ^��� ��'�'p�u:� ����u:�������°� Rule '�-��� requires that events be reported
to the MSRB within 10 business days after the occurrence of the event.
1. The events that must be reported, if material, are:
a. Nonpayment related defaults;
b. Modifications of rights of security holders;
c. Bond calls;
d. Release, substitution, or sale of property securing repayment of the
securities;
e. Mergers, consolidations, acquisitions, the sale of all or substantially all
of the assets of the ���v ��� ���au.��� obligated �u:°�a���v or their
ternunation;
£ Appointment of a successor or additional tnistee or p���� ���,�, a�,�u:°�a� ��� the
change of the name of a tnistee ��� �;�a�°� �����,�� a���,u:°�a� �
2. The events that must be reported, regardless of materiality, are:
a. Principal and interest payment delinquencies;
k�—
��a.Unscheduled draws on debt service reserves reflecting financial
difficulties;
Page 5 of 25
��°.Unscheduled draws on credit enhancements reflecting financial
difficulties;
�-�. Substitution of credit or liquidity providers, or their failure to perform;
�L�C�VeT'Se taX OplrilOriS ` aA,��, .,��ar��o,� �I,a �..�, a �,� �,�.,to��, �.F �I,a
�s' ��
� T'eaFa
� <� �
��'�s� ^c�1�a-�� ^��c�.s>
�-��. ,��a�� issuance by the IRS of proposed or final determinations of
taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or deternunations with respect to the tax status of the
;s�c�"'ssc°s���YV:"4".�Ap�p�[°t', �?p� �?�[��V:"p� d��aC�[V:"4�paC� V:""tV:"9��[�i aC��P:;4".�[tltl��r.` �[��V:" �[aC"ti �i�[aC�[�A�i �?�.
fi[��V:; �Yu:"�"�Ap�pfi[�';
���°. Tender offers;
��, ��u:��u a��Ya����°u:��y:
�� ��a�������. �°�aa����,���y:
��. Banlcniptcy,� insolvency, receivership or similar proceeding.
C. `���"�a��� Rule '��^�� also requires the City to report to the MSRB the failure of the
City to provide the required annual financial information or operating data on or
before the dates specified under a continuing disclosure undertalcing. In addition,
the following �,�k�l��,����� ��u:���,aApa�����a��Y became effective� in May 2011:
a. Underwriters shall indicate on the EMMA system whether the
��::`��v has agreed to provide secondary marlcet disclosure
information, when it will be provided, and the name of the obligated
entity.
b. The MSRB shall indicate on the EMMA system the i����Y��Y��������Y that
voluntarily- agree to provide the following:
1. Annual financial information within 120 days (150 days until
December 31, 2013) after the fiscal year ends;
2. An undertalcing to prepare audited financial statements in
compliance with accounting standards established by the
Governmental Accounting Standards Board; and
3. The website link to the issuer's financial information.
Full disclosure of the �::`��v"��Y operations will be made to the bond rating agencies. The
City staff, with the assistance of the financial advisors and bond counsel, will prepare the
necessary materials for and presentation to the rating agencies.
V. RATING AGENCY COMMUNICATIONS & CREDIT OBJECTIVES
The City will seelc to maintain and improve its current bond �%�- �������a��,����Y so its borrowing
costs are reduced to a nunimum and its access to credit is preserved.
In conjunction with the financial advisor, the City shall maintain a line of communication
with at least two of the rating agencies (�c��l`���c�°� �' ��Y, Standard &�c���������' ��Y, and
Fitch), infornung them of maj or financial events in the City as they occur. The
r-��.ar�„-a�,a„<,;�,a n a,a,��.,� �aa,.,o,,,A.,� r� a�,�.,-�� ���,•�� Annual Program of Services, and Capital
Page 6 of 25
Improvement �l�r���������,��a���� shall be distributed to the rating agencies after they have
been accepted/adopted by the City Council on an annual basis.
When necessary, a conference call or personal meeting with representatives of the rating
agencies will be scheduled when a major capital improvement program is initiated, or to
discuss economical and/or financial developments which might impact credit ratings.
The following documents may be required by the rating agencies:
-� Most recent annual audit reports, including a description of accounting practices.
Accounting changes in the past three years and the impact on financial results
should be explained�g
�� Current budget: g
-� Current Capital Improvement Program�g
�� Official ������,����a��u:°u��u.�����,Y for new financings-g
-� Description of projects being financed�g
�� Sources and uses statement for bond issuance. If additional funds are required to
complete specific projects being financed, the source of the funds and any
conditional requirements may be discussed-g
-� Engineering and feasibility report (if applicable}��g
�� Zoning or land-use map (if applicable�-�g
-� Cash flow statement, in the case of interim borrowing. Statement of long – and
short-term debt with annual and monthly maturity dates as appropriate. Alsq a
report of any lease obligations, their nature and term�g
�� Indication of appropriate authority for debt issuanceg
-� Investment policy (if applicable��g ����
�� Statement concerning remaining borrowing capacity plus tax rate and levy
capacity or other revenue capacity.
VL LIMITATIONS OF INDEBTEDNESS AND AFFORDABILITY STATEMENT
City staff, in conjunction with the financial advisor and bond counsel, will present to the
City Council, and any c��::`��v committee, as appropriate, a comprehensive analysis of
debt capacity prior to issuing bonds. This analysis should cover a broad range of factors,
including:
��Legal debt linuts, tax or expenditure ceilings�g
��—Coverage requirements or additional bonds tests in accordance with bond
—covenants�,
��—Measures of the tax and revenue base, such as projections of relevant econonuc
—variables (e.g., assessed property values, employment base, unemployment
—rates, income levels, and retail sales}�g
� �Population trends�g
��—Utilization trends for services underlying revenues-g
��Factors affecting tax collections, including types of property, goods, or services
taxed, assessment practices and collection rates, evaluation of trends relating to
the City's financial performance, such as revenues and expenditures, net revenues
available after meeting operating requirements-g
Page 7 of 25
��Reliability of revenues expected to pay debt service�g
� �—Unreserved fund balance levels-,
��Debt service obligations, such as existing debt service requirements�g
��—Debt service as a percentage of expenditures or tax or system revenues-g
��Measures of debt burden on the community, such as debt per capita, debt as a
percentage of full or equalized assessed property value, and overlapping or
underlying debt�g ����
��—Tax-exempt marlcet factors affecting interest costs, such as interest rates,
marlcet receptivity, and credit rating.
Annual debt service on �'°°,°��' �`'�'������ �7�:������-a�q ��a��,�,a�����a debt (tax-supported), which
excludes self-supported ��-��-debt, shall be limited to no more than 30% of budgeted
expenditures in the City's General Fund.
The City has revenue bonds and other indebtedness of the Electric, Water, and
Wastewater Funds, �vp���°pa ���u:� �°���u.�°�����Q� p�����°��� a���Y �p�u:° �::`��� ���y <��J������ �� ��Y���u�a."" The
City will maintain coverage ratios as dictated by the City's outstanding bond covenants,
including other indebtedness of the Electric, Water and Wastewater Funds �°.���..; 1�5
,, _ �
�
� '>
��. �•�au:° ��u:�V�� �,�r�u.;��a���,�:° a�a��a�r �`�ra��p�u:° �]�apa�� ,���Y�u:°��� a�Y ��u:°�`���u:°�� a��Y �p�u:� a�u.� au:°�u.;��aAU.;
��" �p�u:° �J��p���� ��� �Y�u:°�aa a��Y ��" �p�u:° p��Y� a�a����u:°�� �������a����°��� �Y�a��u.����u:°�a� �����°Q������Y .�,�����Y�Y �u:°� ����aA��
pu:���Y�Y �p�u.���a�����,�; ���p�u:°�a��Yu:���Y� �������u:�� q�� �p��� �YaA�,�°��u:°�����,�; ���Y�°�� �u��a����'��Y p�����a�°�p�a�q ����� ��������u:���Y�
��u:��aA���u:°uaa�������Y ��� �p�u:� �a�a�������a���� a�����aAa�q ����p�� �Yu:°��v��°u:° ��" a�qq �p����� ��A����Y�a�������a,�, �u:°� u:���aAU:� �a������Y
a���� ��p�u.��� �����u:��a�u.°����u:���Y�Y, �°��a��,Q�u:°����� ��Y ,�;��u:°a��u:���. �'p�u:° �.J��p��v ���Y�u.���� �°���� ���a�����a���� � �u:��a�
�°��� u.°��a�,�,�� ��a���� u:°������ a�qu:��a� �� � .�?� ��� ��� ��A���Y���������,�; ��u:°� u.���aAU:� �a�������Y ����� ��p�u.���
��a�u:°Va�u:����u:��y��Y. �'p�u:° �::`��� �v�pp �Y������u:� �� �9"�A���p�u.��� ���a�����a���� ���u.�Yu:� �������Y �"��� u:°��°�� �Yu:°p�,����a����
�A�apa��
The Electric, Water, and Wastewater �'����a���Y" total long-term debt outstanding shall
not exceed the amount of combined fund equity.
VIL CAPITAL IMPROVEMENT ����� �(���;� I��
A. The City will seek all possible federal and state reimbursement for mandated
projects and/or programs. The City will pursue a balanced relationship between
issuing debt and pay-as-you-go financing as dictated by prevailing economic
factors and as directed by the City Council.
B. Current operations will not be financed with long-term debt.
C.� Debt incurred to finance capital improvements will be repaid within the useful life
of the asset.
D. High priority will be assigned to the replacement of capital improvements when
they have deteriorated to the point there they are hazardous, incur high
Page 8 of 25
maintenance costs, negatively affect property values, or no longer serve their
intended purposes.
E. An updated Capital Improvement ��������,����a���� will be presented to the City
Council for approval on an annual basis. This plan will be used as a basis for the
long-range financial planning process.
VIIL TYPES OF DEBT
The ��::`��v" ��Y bond counsel and financial advisor will present the different types of
debt best suited and legally pernussible under state law for each debt issue and assist in
analyzing the use of capital lease purchases or the use of lines of credit. These types may
include:
� ° ��',�w°����a�����-term vs. long-term debt,
� m�6e�°��°'��a:��a�:��-�� obligation ���:��a� vs. revenue debt,
� d ��.a,a�°"����r�� �-a���r� debt,
� '°^�,°���.;a���Y��.:-baciced debt,
�—���������-���������;����°��� obligation debt, such as assessment district debt,
� ar*,�^.,4a�,�.`u �����"��°a��u:���Y of obligation-��l-}�,
�� ��eN�°°,��°�w°,� �����a���a�����a tax and revenue debt,
� �—�`���"���: increment debt,
� ��e,���;��::`��a����� issues, and
� �.,�..,�,�a�'a���a�p�p��.; debt.
The issuance of variable rate debt and interest rate swaps are expressly prohibited by this
policy. The Chief Financial Officer will be responsible for evaluating this type of debt
and will present a�°^fYe�°�°°,�'�°�°�Ye� �°°��' variable rate debt �;�����°v or interest rate swap
policy to the City Council �°��� a���p:�������� as necessary.
IX. BOND STRUCTURE
��.-,�„���.-�� � ���� �,�a"��°���-��Y that may be considered ��°�fl��:��a ��Y������°��A�-���,�; ���:°p�a� ����°Q�A���� �p���
�°�������������:
� �-���a"��a�� maturity of the debt,g
���°. .��u:��������,,� the final maturity of the debt equal to or less than the useful life of
the—asset;���Y� pau:°u�a��, �°���a����°u.��g
��r�� )��Y�� of zero coupon bonds, capital appreciation bonds, deep discount bonds;
or premium bonds;g
� � ,aa�� �,°��e„a���-����°���a�q ����� ����u.��-u:°�Y� p�,��� ���u:��a� stnict�ire ��° .�;., level debt service
payments, level principal payments, �a����u:�� a���� �u:°���aa ���a���������u:���Y,
or other ,p,��� ���u:��a� ��Y���a��°��A��u:���y�g
� m���°°��*e�Ye�����u:���u:°u���;�����a provisions (u:° ,�;., mandatory and optional call features��g
� ��J��Y�� of credit enhancement; �u:° ,�, , pa����� ��a��YaA��a����°���g
����.J��Y�� of senior lien and junior lien obligations;g and
�,���p�u.��� �°��°������Y as deemed appropriate in consultation with �p�u:� �`��°� "��Y
financial advisor and bond
Page 9 of 25
—counsel.
X. SHORT-TERM DEBT
A. General
Short-term obligations may be issued to finance projects or portions of projects
for which the City ultimately intends to issue long-term debt; i.e., it will be used,
when appropriate, to provide interim financing which will eventually be refunded
with the proceeds of long-term obligations.
Short-term obligations may be backed with a tax and/or revenue pledge or a
pledge of other available resources.�
Interim financing may be appropriate when long-term interest rates are expected
to decline in the future. In addition, some forms of short-term obligations may be
obtained more quicldy than long-term obligations and, thus, may be used until
long-term financing is secured.
B. Commercial Paper
Due to the financing costs associated with the marketing and placement of
commercial paper, programs of less than $25 nullion may not be cost effective.
Should the opportunity to participate in a commercial paper issuance pool present
itself or if the establishment of a program becomes cost effective, the advantages
and disadvantages shall be evaluated by the Chief Financial Officer. The use of a
commercial paper program requires approval by the City Council.
C. Anticipation Notes
Anticipation notes do not require giving a notice of intent. Anticipation notes
may be secured and repaid by a pledge of revenue, taxes, or the proceeds of a
future debt issue. Anticipation notes may be authorized by an ordinance adopted
by the City Council.
Anticipation notes may be used to finance projects or acquisitions that could also
be financed using �'°^�°_��°���������°��u:���Y of �'�'��^���w°, �
��:a ���,a�����a an ave t e
following restrictions:
1) Anticipation notes may not be used to repay interfund borrowing or a
borrowing that occurred up to/or more than 24-months prior to the date of
issuance, and
2) n�����°��eA�� ������ �'p��� ���v may not issue anticipation notes that are payable
from general obligation bond proceeds unless the proposition authorizing the
issuance of the general obligation bonds has already been approved by the
voters.
Page 10 of 25
D. Line of Credit
To the extent authorized by state law and with the approval of the City Council,
the City may establish a tax-exempt line of credit with a financial institution
selected through a competitive process. Draws shall be made on the line of credit
when (1) the need for financing is so urgent that time does not permit the issuance
of long-term debt, or (2) the need for financing is so small that the total cost of
issuance of long-term debt including carrying costs of debt proceeds not needed
immediately is significantly higher. Draws will be made on the line of credit to
pay for projects designated for line of credit financing by the City Council.
Borrowings under the line of credit shall be repaid from current revenues. The
Chief Financial Officer will authorize all draws on the line of credit, as authorized
in the agreement approved by the City Council.
E. Capital Leasing
Capital leasing is an option for the acquisition of a piece or package of equipment.
Leasing shall not be considered when funds are on hand for the acquisition unless
the interest expense associated with the lease is less than the interest that can be
earned by investing the funds on hand or when other factors such as budget
constraints or vendor responsiveness override the economic consideration.
Whenever a lease is arranged with a private sector entity, a tax-exempt rate shall
be sought. Whenever a lease is arranged with a government or other tax-exempt
entity, the City shall obtain an explicitly defined taxable rate so that the lease will
not be counted in the City's total annual borrowings subject to arbitrage rebate.
The lease agreement shall pernut the City to refinance the lease at no more than
reasonable cost should the City decide to do so. A lease which may be called at
will is preferable to one which may merely be accelerated.
The City shall seelc at least three (3) competitive proposals for any lease
financing. The net present value of competitive bids shall be compared, talcing
into account whether payments are in advance or in arrears, and how frequently
payments are made. The purchase price of equipment shall be competitively bid,
as required by state law, as well as the financing costs.
The Chief Financial Officer will ensure any leasing agreement is compared to
other financing options to ensure the lease is cost beneficial. Alternate financing
options will include revenue bonds, contractual obligations, certificates of
obligation and lines of credit. The Chief Financial Officer will be the person
responsible for evaluating this financing source, and will make a recommendation
to the City Council for approval.
F. Interfund Loans
Page 11 of 25
As allowed by the City, the Chief Financial Officer will review opportunities
whereby interfund loans may be utilized to meet short-term financing needs.
Interfund loans will only be utilized if economically beneficial to the lending fund
and only if the rate of return is comparable or higher than the rate of return the
lending fund would otherwise receive by keeping funds in the City's investment
pool. Any interfund loan must be approved by the City Council.
XL LONG-TERM DEBT
A. General
Proceeds from the sale of long-term obligations will not be used for operating
purposes, and the final maturity of the obligations will not exceed the estimated
useful life of the asset���Y� financed. Voter approved general obligation bonds will
strive to have a final maturity of twenty (20) years or less. Revenue bonds and
certificates of obligation will strive to have a final maturity of thirty (30) years or
less. If deemed appropriate, staff may present to the City Council extraordinary
circumstances in which longer final maturities may be necessary but never in
excess of the useful life of an individual asset.
A level debt service stnicture will be used unless operational matters and
marlceting considerations dictate otherwise.
The cost of issuance of private activity bonds is usually higher than for
governmental purpose bonds. Consequently, private activity bonds will be issued
only when they will econonucally benefit the City.
The cost of taxable debt is higher than for tax-exempt debt. However, the
issuance of taxable debt may be required or may be more appropriate in some
circumstances and may allow valuable flexibility in subsequent contracts with
users or managers of the �����������p������� u:°���u:��a���Y constnicted with the bond
proceeds. Therefore, the City will usually issue tax-exempt obligations but may
occasionally issue taxable obligations.
B. Bonds
Long-term general obligation ����a�, including certificates of obligation, or revenue
bonds shall be issued to finance significant and desirable capital improvements.
�����-��°u.°u:°���,Y ��° general obligation �-���u:��a� will be used ���pv for �pa�� purposes
a���p������� ��� by voters in bond elections or set forth in the notices of intent
�°�� �°u:��-������ a��u:���Y ����° �k�p�,�,a�����a or to refund previously issued general obligation
bonds, certificates of obligation or revenue bonds. All bonds shall be sold in
accordance with applicable law.
C. Certificates of Obligation
Page 12 of 25
Certificates of obligation may be issued to:
���
���,"���a����°�° permanent improvements and land acquisitiong
�� ����°"�������°�� costs associated with capital project overnins-g
�� ���1� �°�a������ equipment/vehiclesg
�� ��� u:�� �°� a�,�,�° grant fundingg
�� �����u:��a�� a���° acquire, constnict facilities and facility improvementsg
�� ��we,�r�..`��a��Y������°� street improvementsg
�� ����������v����� funding for master plans/studiesg
�� �,��1�����-����Y��Y necessary life safety needs; ����
�� ����°"�������°�� revenue supported projects/assets if determined to be more
economical than revenue bonds.
��������-��f-����"� �p��� u:����u:��a� ��u:�������u:��� p�y state law, a resolution authorizing
publication of notice of intent to issue certificates of obligation shall be presented
for the consideration of the City Council. The notice of intent shall be published
in a newspaper of general circulation in the City once a weelc for two consecutive
weelcs with the first publication to be at least thirty (30) days prior to the sale date.
Certificates of obligation may be backed by a tax pledge under certain
circumstances as ��;��:°�-����������� by law. They may also be baciced by a
combination tax and revenue pledge '�' ��Y p��:°�-�a������� under state law. Some
revenues are restricted as to the uses for which they may be pledged. Electric,
Water, and Wastewater revenues may be pledged without linut for Electric,
Water, and Wastewater purposes but may only be pledged to a limit of $1,000 for
any one series of bonds issued for non-utility system purposes.
The final maturity of certificates of obligation will be in accordance with Section
XI; �Ad�.
D. Public Property Finance Contractual �`'�' ���� �pap ���,� a��� ��� ��Y
Public property finance contractual obligations may be issued to finance the
acquisition of personal property.
E. Revenue Bonds
In addition to the policies set forth above, when cost-beneficial and when
permitted under applicable state law, the City may consider the use of surety
bonds, letters of credit, or similar instniments to satisfy a������debt service
reserve fund requirements on outstanding and/or proposed revenue bonds.
F. Combination Tax and Revenue Bonds
Page 13 of 25
In addition to the policies set forth above, when cost-beneficial and when
pernutted under applicable state law, the City may consider the use of
�€'�}��CJ�—r �4„".�?tl���4tltl�aC�tl�?p� �aC"ti: a11C� �U ��U�;-���-`U—��a�.spV:""t V:,"9��AV:" �4�?tl�4:��i fOr
refunding obligations of the Electric, Water and Wastewater combined utility
system, and Solid Waste or any other self-supporting revenue-������producing City
enterprise. Combination ��a���: and �'°��°°,��°'��w°,�' �u:��u.°��aAU:° �a������Y will comply
with applicable state law and are assigned the full faith and credit of the City,
thereby enhancing the credit rating otherwise obtained from ����t�
c��-y�-��-=���-���°�.�—��u:�V�� �paa�� a�Y :Y�a�a�°�p� �YaAp�p��ra��u.��� p�� a��ra� �a��� au:°�u.;��aAU:��y
��.u� , ��u:°v�u:°��aAU:� �a�������Y�.
XIL CREDIT ENHANCEMENTS
Credit enhancements are mechanisms which guarantee principal and interest
payments. They include bond insurance, lines of credit, surety bonds and letters
of credit. A credit enhancement, while costly, is intended to bring a lower interest
rate on debt and a higher rating from the rating agencies, thus lowering overall
p ��ra�a��r�°� a a� ��, costs.
The City's financial advisor will advise the '�::`��v whether or not a credit
enhancement is cost effective under the circumstances and what type of credit
enhancement, if any, should be purchased. In a negotiated sale, bids will be taken
during the period prior to the pricing of the �����a�. In a competitive sale, bond
insurance may be provided by the purchaser if the purchaser finds it cost
effective.
Other credit enhancements may arise in the future, which may be beneficial. The
City's financial advisor will present these options for consideration.
XIIL REFUNDING AND RESTRUCTURING OPTIONS
In the case of advance refundings, the City shall consider refunding debt whenever an
analysis indicates the potential for present value savings of at least 3% of the par amount
being refunded. In the case of current refundings, the City shall consider refunding debt
whenever an analysis indicates the potential for present value savings above the costs of
refunding the ��aA��Y�a���������,�� ����a�. Refunding for savings should not extend the final
maturity of the original obligations, unless specifically approved by the City Council.
XIV.- REIMBURSEMENT ORDINANCES
The Chief Financial Officer will review and approve all reimbursement ordinances from
City departments, including enterprise fund departments, before forwarding to the City
Council for consideration. In no event will a reimbursement ordinance exceed the
Page 14 of 25
unreserved fund equity of the combined Utility System for Electric, Water or Wastewater
requests or the operating fund of any other department malcing a request.
Reimbursement ordinances must be adopted within sixty (60) days of the date the
original expenditures were paid. �����:�ka� ��a��,�,a��������Y must be issued and the
reimbursement allocation made not later than eighteen (18) months after the later of (1)
the date the original expenditures were paid, or (2) the date the project is placed in
service or abandoned, but in no event more than three (3) years after the original
expenditures were paid.
I XV.— USE OF ANTICIPATED BOND PROCEEDS
The use of anticipated bond proceeds will be limited to preliminary (soft) costs, which
may include engineering fees, architect fees, feasibility studies, etc- aA��pu:���Y��Y �
��u:�����paaA�-��Y�����u:��a� �������a�����°u.� ��a��Y p���u:°�a ���p����� p�aA�-��Y��a���� �� �u.��°����� ��il. The Chief
Financial Officer may provide additional parameters regarding qualifying uses and will
review and approve all requests for the use of anticipated bond proceeds. Departments
may not use anticipated bond proceeds for prelinunary costs earlier than 60 days from the
date the City Council adopts an ordinance authorizing the sale of said bonds� �A��p���Y��Y �
��u:�����paaA�-��Y��u��u:��a� �������a����°u:° p���Y p�u:°u:��a a�����;��u��:°�� p�a����YaA���� �� �u.��°����� ��il. In no event will the
use of anticipated bond proceeds exceed the unreserved fund equity of the combined
Utility System for Electric, Water or Wastewater requests or the operating fund of any
other department malcing a request.
XVL METHOD OF SALE
A. Competitive Sale
When feasible and econonucal, obligations shall be issued by competitive rather
than negotiated sale. Favorable conditions for a competitive method of sale
include the following:
�� The marlcet is fanuliar with the issuer, and the issuer is a stable and
regular borrower in the public marlcet-g
�� An active secondary marlcet with a broad investor base for the
���, �,� „a�, ��Y�Y�AU.��-�;Y ��u:����;
�� The issue is neither too large to be easily absorbed by the marlcet
nor too small to attract investors without a concerted sales effort.-,
�� The issue is not viewed by the marlcet as carrying overly complex
features or requiring explanation as to the �-�����a�" ��Y soundness-g ����
�� Interest rates are relatively stable, marlcet demand is strong, and the
market is able to absorb a reasonable amount of buying or selling at
reasonable price changes.
Page 15 of 25
1. Bidding Parameters
The notice of sale will be carefully constnicted so as to ensure the best
possible bid for the City, in light of existing marlcet conditions and other
prevailing factors. Parameters to be examined may include:
�� Limits between lowest and highest couponsg
k�-� Coupon requirements relative to the yield curveg
�� Method of underwriter compensation, discount or premium couponsg
�-� Use of tnie interest cost (TIC) versus net interest cost (NIC��g
�-� Use of bond insurance,
�� Serial ��Ye����u:°V�a� ��u�°���Ya���Y term �-��u:��a� with mandatory sinlcing
fund redemptionsg
� �r,aa�, ,aa<,,.�.��A,��J�Yu:° ���"�°a������� a�p�p������°�a�����abondsg a����
�� Call provisions
B. Negotiated Sale
Bonds issued for the purpose of refunding and/or restnicturing outstanding debt
may appropriately be sold on a negotiated basis when maximum flexibility is
required in order for the City to respond to day-to-day nuances in the marlcetplace
and other complications peculiar to the issuance of refunding debt. Whenever the
option exists to sell an issue on a negotiated basis, an analysis of the options shall
be performed to aid in the decision-malcing process.
The City will present the reasons and will actively participate in the selection of
the underwriter or direct purchaser.
In negotiated sales, the City attempts to involve qualified and experienced firms
which consistently subnut financing plans to the City and actively participate in
the City's competitive sales. The criteria used to select an underwriter in a
negotiated sale may include the following:
� Overall experienceg
� m Participation in the City's past competitive sales–g
� m Marlceting philosophyg
� m Capabilityg
� Previous experience as managing or co-managing
aAa���u:°�-�°e a-a�u:��-;
� m Financial statement and financing plans that are relevant
and appropriateg
� m Public finance team and resources; ����
m Breakdown of ��°,�'°�-����-'�°�'�����a�u:°�-�°��-���°�-�' ��Y discount, which includes management
fee,
�—underwriting fee, average talcedown and other administrative expenses.
Page 16 of 25
C. Private Placement
When cost-beneficial, the City may privately place its debt. Since underwriting
and rating agency expenses may be avoided, it may result in a lower cost of
�-��t���9a�������������,,� private placement is sometimes an option for small issues.
The opportunity may be identified by the financial advisor.
XVIL INVESTMENT OF BOND PROCEEDS
A. Strategy
The City should actively monitor its investment practices to ensure maximum
returns on its invested bond funds while complying with federal arbitrage
guidelines. Specific investment strategies for the investment of bond proceeds are
provided in the �� ��°,�" �Y ������°� 1��. �"n��3 ���� �"Investment Policy �'�r��-'��.�'o-"'�.
B. Arbitrage Compliance
���p� ��u:��Y������ �� �p��� ����u:���Y����u:°��� ����� u:���:p�u:°������A��u:° ��" �p�u:° �;����°u:°����Y ���" �a���� d:°��������;��
��ap���,a�������Y, ��a��.° � p��u.��9"�°'�������°�a�q ��.��Q��°u.����°����:
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��� a��°�a���Y������ ���" ��au. �"a��°�����u:°�Y �"���a����°��� �°����a �a��� d:���u:°����;�� ���p�,�;��������Y ���a���Y�
�;����°u:°��� �°����a ��aAU.� ��p�,�,u:��a�°u:° a���� �p�a�� �a��������,�; �°��������°��Y ���"��� �p�u:° u.���p�u:°�a����A����
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� ��Y�YaA�� ��a��u.�""�g
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���Yu:°�� �"��� �p��� �°�����Y����A�°�����, ��u:°�����a������ ��� ���aA���Y������ ����" ���� ��"��up���u:���Y a�����
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� ���������� ���� u.��Y����u:���� ��" p:�����,u.°u:°���Y ��" �p��� �a��� d:°��u:°u���;�� ���p���.����������Y ����� ��u:���Y������
���u�� � ���Q�� ��" �p�u:° ��a�� u.°�Y�����������Y �� �p�u:° v�u:°�� ��� �p��� �a��� d:°��:��u���;�� ���p�,�,�����a��Y
a���u:°����aau.u. � u.;a����Y �r�`�p�u:° ��y�YaAU:° ��a��u.;:
� ���������� a�q�� �����������Y ��u:°�;���Y����� ����� � �Y���p������. ��"����� ��� ��"�A�����Y, ��:° .�., �����
1���u.��u:���Y� a���� �����p������, �°'a��a� u:°�Y�a��ap��Yp���� aA����u:�� u:°a��°�a �������a�����°u:� �aA�p������,��a��,�
f[��V." tl�rycrY�AaCq��°!�" �� f[��V:,�,f[aC"'� d:"7�V:"p��(�;➢f[ ����tlr7;�f[tl�tl���Y�, f[� aC�rycrY�Ap�V:" f[�haCf[ f[��!�" tl��aC"'���i��Atl�A
�����a��a� ���� u:���Y�u:�� �� a� � �u.���� p��,�;�au:°�� �p���� �p�u.� � �u:��� ��� �p��� ���p�,�;��������Y ��d:���y
���� u:°��:�u:°u:°� ��� a������A��� u.��aA�� �� �p�u:° ����V�� �Yu:°�����°u:� ��� ���u:� ���p�,�,�������Y ��� �p���
��YaA�,�,u:°������,�; �� �����a�p� p�u:�����c� p,�����Y a� �°��������u.��� a�����a���� u:��a�a�� �� ���u.° ��°����Q���a
��"�p�u:° �;�������°u�;�a�q a���� ����u:°��u:��Y� p�a����p�pu:� ��a �p�u:� ��ap�,�,a�������Y ��"��� �p�u:° ��a����u:°�����u:�pv
�;��u.�°u.��������� �~�...��������� p�u:°����c�g
� ����YaA���� �p�a�� ��� ������u:° �p���� ������ ��"�p��� �����°u:°�����Y ��"�a��� d:°��:u��:°u���;�� ���p���.��������Y
���u:° ����v�u. �Y�u:�� ��� a��� ���� u:���Y����u:°�a� ����pa � ,�,aAa�������u:°u:�� � �u:°Q�� �"��� ��"�a��� � u:°�����Y ���
��� �ra�u.°:
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����p� p:�����,u:°u:���Y ���" ���� d:°��u.����p��� ��ap�,�,a��������Y� �� u:°����Y����u:° �°��aa��p�a����°�� �°����a �p���
Page 17 of 25
���p�p��°�papu:° p:��������Y�����Y ���"���u. u.���Y�°����°� a�,��u.°u:°u�������, ��a�°QaA�����,�; �°����a �u.�Y�����°� ��
��u. u��� u:���Y����u:���� ��" �°a���Y�� p�a�q����,u:���y,
� ��aC����[aC��� aC��°t �?�Qp4"paC� aC4"�[tl�?p� �?� �[��P:;" � p�[�' ��i�A4.".�� aC�i aC p�V:"pd���4�Ap��iV:"���V:"9��[
������������,u.°� ��Y�������,�; ���Y ����u.���� �� ��������p�a�����Yu:° �°������� �p�u:° �;����°u:°����Y ���"�a���� d:°��������;��
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��°�aA���Y�����a, ��u:°�����������a ��� �°�����Y���aA�°����� ���" ��au.° �"a��°�����u:°�Y �"���a����°���� �°����a �p���
�r� �p a ��,a��a �ra� �Y:
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o , , o
�u.�°�a�°u.° �""���,� � �°��ra�a�� ����� ��. ����� ���", �ra� a���� �YaA�°�°u.°�y�Y�ra� ��ra�a���Y� a�Y
�aa��u:°p� �`��u:°�� ��a�p� �p�u.� ���,�; a�����
� 1l�Y�YaA���� �p���, aA��pu:���Y�Y u.���°��p��u:�� ��"����aa ��u:°V�a���� a���� ��u:��� ��u.�Y�����°����a ������u.���
��Yu:°�°����a � "n����"� ��" ���u:° � J�a��u:�� ���a��u:���Y 1���u:°������ ��u:°� u.;��aAU:° �.`�c�u:° ���" � ���'�, a���Y
����u:°�a����� ��p��� ��� ����c���. ��, u:°��:�,u. �Y��Y ���� u:°�Y��aau.°��� u:���������,�;��Y a���u.� �°����p�aA����� a���� �����
�� �p�u:� �.J � ,�;�� u:°���a�a�u:°�a� �� �Ya��°�a �����u:° ����� ��� ��Y���°Q� ��a�����u:°�� ��Y ��������°�u:°�� p�y �p���
���� �p,� aC�[ �V:"aC�i�[ V:""t V:"p�! ��"t V:;" °t V. aC4'�Y aCQ�[V:"4� �[��V. ��i�i�AP:" ��aC�[P:;" aC��4:� �pp,� "�°op�[��ptl� ��� 4:�aC�'cy
��`�u:°�� ��au:° ��a���� �p�u:° �a��� d.°��u:°�a�p�� ��a��,�,a�������Y a���u.� ��u:°����u.��. �
The City will follow a policy of full compliance with all arbitrage rebate
requirements ofthe �a,aa��� ���, „�.,aa .,e,�a ra,�a,-,,..� �a�,a„��a �a,-�,e„n�`�c�u:° a���� ���,�
regulations, and will perform (internally or by contract consultants) arbitrage
rebate calculations for each issue subject to rebate on an annual basis. All
necessary rebates will be filed and paid when due.
C. Arbitrage Liability Management
The Chief Financial Officer will maintain a system for tracicing arbitrage rebate
liability and ensuring that required calculations are performed on a timely basis.
These calculations will be performed annually. Funds should be set aside in
anticipation of potential rebate liabilities. Due to the complexity of the arbitrage
calculations and regulations, and to the severity of the penalties for
noncompliance, the advice of ��w°,�' �'�w��°,°,°'�a��a� �°��A���Yu:�� and qualified experts
will be pursued on an ongoing basis.
r, n�� �-,�.a„a:� '���� ���:�".�.����""�"���1�� ��1� ����� 's�."�"�a; ��1��P��+�� �1��a;
���p� ��u:°�Y��u.��°� �� �p�u:° ����Yu:° ��" ���u.° �"��°�p���u:°�Y �"���a����°���� ��� ��u��:°�"�������°u:°�� �v��p� �p��� proceeds ��" �a���:...
u:°��:������;�����p�,�,�������Y��a��� p��u:��9�"�°'�������°ua�q ����Q��°u.����°����:
� 1`��������� �p�u:� ���u:� ��a �°�p���°�a �p�u:° ��"��,up���u:��Y a���u:� ��Y�Ap��Y������a�qqv �°����p������u:° a���� a��a���a��p�p��
�� pau:° aA��Y���� ���"��� �p�u:° p�,�����p���Yu.� ����u:°�������g
� ��tl�f!���� "�'���V:"'�'��V:"4�., �� aCq�"t1 �����V.'" ���V. �aC7'�:...d:""''�V:"p���➢� ��'>�f!�7.,aC�tl�1!h�i aC��!�" ��A��i����4.�tltl�u7;.� aCq�"t1
p',��"4��J�i!a, �fi[p�u'"�� fi[p�a��� fi[��u:" � tlfi[�1. fi[p�u:" �"p��p�p��1u."u:"�J �� fi[p�u:" �`�fi[°�, fi[�au':" a�r�,u:"4afi[�J �'� fi[��u:" ��fi[�' ���
�aau:°u��pau.����Y ��" ���u:° .�,u:���u:°���� p�aAp�a���° p�a���Y a���y �°��������°��Aa�� ���,�;p�� ���Y�A�°p� a��Y a� p��a��Y��,
�;➢��p��°Q�aC��Y!�". tl��a���aC�7,V:"p��!�"9h� ��� ����V:"4� crY��.4°otl�°!�" aC�7.p�V:"V:"k��V:"4h�,� `�'�tl��� p�V:,"�i�➢'�"�°� �� aCq��g1 �➢����f!��� ��
f[�hu" �a��'k��f[tlu:"cryg
� ��tl�f!���� "�'���V:"'�'��V:"4�., �� aCq�"t1 �����V.'" ���V. �aC7'�:...d:""''�V:"p���➢� ��'>�f!�7.,aC�tl�1!h�i aC��!�" ��A��i����4.�tltl�u7;.� aCq�"t1
p',��"4��J�i!a, �fi[p�u'"�� fi[p�a��� fi[��u:" � tlfi[�1. fi[p�u:" �"p��p�p��1u."u:"�J �� fi[p�u:" �`�fi[°�, fi[�au':" a�r�,u:"4afi[�J �'� fi[��u:" ��fi[�' ���
Page 18 of 25
�aau:°u��pau.����Y ��" ���u r�,u:°������a�q p:���p�p��° �a��Y a� ���,�;�a� �� �A�Yu:° �p��� ��A��;���� ����" ���u.° �"a��°�����u:���Y ��� r�;..
��a��u����, ��,��a��Y, u:°Q���,�����°u�v�g
� �.�V:"�V:"p�tl��f!��V:" "�'�`l!hV:"���V:,"4�, aC� aCq��t1 �tltl��!�" ���V:" �a�7'� d:""'�V:"kh��➢� ��>���7.aC�f!�I!��i aC��!�" ��A��i����4.�tltl��7l'.� aCq��t1
p�,������Y��a, ��p�u.��� ���a��� ���u:° � `���� . p�a���Y a� �����������,�� �����,p�� �"��� �p��� �"a��°u����u:���Y ��� a����,. ���p�u:;��.
�°��������°��Aa�q �����,'���� ;�,�����������,�� ��� ���������,�p�pu:� �au.°��u:°�"��.,
..
� �.�V:"�V:"p�tlh�f!��V:" "�'�I!AV:"���V'"��, aC� aCq��1 �tltl��!��" ���V:" �a��� d:""'�V:"4h���� ��)�tlr7,aC�f!�I!��i aC��!��" ��A��'v�a�q���tltl�ru7,'', (��!�;"
�`�� up���u:���Y a���u:� ��Y�p� ��� ��p�u:°���v��Yu:° �����Y����Y��� ��", a����
� ���a�C�CV:" crY���°Q� a��°�f!�tl� aC��J ��Y tl�V.�°!�"�i�iaCi��g1 �� p�V:"kh�V:"4.�tlaC�!�" aCq�°g �.����Ap�!�" �� tl��a�����a���� �°�tl���➢�f!�q��°!�"
�v��p� �p��� �°�� u:��aa������Y �°����a�������� ��a ���u:° �������a����°u:���Y a�aA���a����,�,���,�; �a��� d:���:u:°����;�� ���p�,�;�����a��Y
����Qa����� �� �p�u:° �;�aApa���° �A�Yu:° ��"�p�u:° ��"��°up���u:���Y �9���a����°���� p��� ��YaA�°Q� ���p�,�,a��������Y.
��� ���^:�"������ ���"�"�a;�"�"���1�
���� p�����°�°u:°���Y ��° ��u:�ka� ���p�,�;�����a��Y will be separately accounted for in the ���°��"��Y financial
accounting system to facilitate arbitrage tracicing and reporting. The Chief Financial
Officer shall include in the CAFR a report summarizing the City's arbitrage rebate
liability.
���p� ��u:���Y��u:��°� �� u:°a��°�� ��Y�YaA�� ���" ���� d:°��u.����p��� ��ap�,�,a�������Y ���y��YaAU:�� �a� �p��� � ��v, �p�u:° �:`����u:��"
�a"���a����°u�� ���"Q�"��°u:°�� �°����� ���a�����a���� ��� �°a�a���Yu:� �� �au:° ��������a�������� a��� ��u.°�°������Y ��u:°Q�������,�� �� �p���
����v�u.°�Y����u:���� a���� u:°��p�u.��������A���� ��` ����� p������°u��:°u:°����Y ���" �Ya��°�a ��Y�YaA�� a���� ���u.° aA�Y�� ��" ��a� �"a��°�����u:���y
�`���a����°��� ��� ��u.��9���a����°���� �p�����u:°V�� ��"��� � ��u:°����c� u:°������,�, �p����u�� � u:�����Y a������� �p��� �°�����;�pu:°���
V:""�'�:'�'tltl�u7,�Atl��Y��tl��V:"I!h� �� ��Y���°Q� tl�i�i���" ����a�7'� d:""''�V:"kh��➢� ��>��u7.aC�f!�I!��i �Q� �q�°t �:➢����tl�tlA �'� aCq� tl��Y�i�AV:" �� �aC7'�:...
u:°����u��p:�� ���p���,��������Y ��Y ��u:°�"������u:�� �°����a �p�u:° p:�����,u.°u:����Y ���" �����p�u.��� �Yu.��u:���Y ���" �a���� �:°��������;��
��a��,�,a�������Y. ��Y���°Q� ��u.��°������Y ��Y��a�qq p��� ���a�����a������� aA�a��� �p�u:° ��a��u.u. �u.������Y a����u:°�� �p��� ��u:°�"���a����.�
��a��,�,a�������Y a����� �°����p:��u �u:°Qy ��������,�;aA��Yp�u.��. ����°�� ��u:��°������Y ��a�� p�u.� ���a���������u:�� ��� p�a������� ���
u:°Q���°�����a��° �"����aa��.
� � � "�"��s� � � � P� � �
�"�au.° � pa����" �°'��aa����°u�� ���"Q����°u��:°�� �Yp��qq �u:��°��u�u:� ���p����p:����a��u.� ���a�������.� ����".�,��������,�; �p�u:° �`��� "�,y
��'�'��Atlhf[f!i!�r7, �J�'crYf[V:"dh�, �'�tl�f[p���'f[ tltl�f[a���:V" �y�,crYf[V:"p��, '�aC�°p�tlf[tl!�"�J tl�����aCr7,V:"p���"tl�f[ a���4.� �f[��!�"4� �y�,crYf[V:"p����Y
�����°u. �Y�Ya���v �� �����°Q� ��a�� ���� u.��Y����u:��a� a����� ����p�u:��a����A��u:� ��" �p��� p�����°u:������Y ����� �p��� �A�Yu:° ��" �p���
�`��°up���u:���Y �����a����°u:°�� �°�-���� �p�u:° �;����°u:°����Y ���"�u:°V�� ��a��,�,a�������Y �"��u�� �"�����.�,����,�; �����°�-�����Y�a�������.�,
�p��� � p��u.���" �°'��a����°��� ���"Q��°���� ���Y �aA�p�����r.u:°�� ����� �����Y����A�°���� �� ��u:���a���� ��Y�A�°Q� u:���p�u:°���u:����°u:��
a����, tl�J�p'crY, aCr7,V:"4hf[�J a���� �°�tl���Y���f[aCqhf[��J aC�J tl�A�°� ��!�" tl�V. Q,V. �rycrYaC��g1 f[� �°aC��p�g1 ���'�' f[��V:" �;➢��tlQ,pV:"crY a����
p:�a��r�°u:°��aAa�u;�Y ��u.��Y�°a�ap�u.;�� aa� �u.;�°�a�ra��Y �i-'��. �i-'��� a����� ��� .
Page 19of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
REFERENCE NUMBER:
TITLE: DEBT SERVICE MANAGEMENT �03.07
GLOSSARY
Amo�tizcction – The planned reduction of a debt obligation according to a stated maturity or
redemption schedule
A�bit�ccge – The gain which may be obtained by borrowing funds at a lower (often tax-exempt)
rate and investing the proceeds at higher (often taxable) rates. The ability to earn
arbitrage by issuing tax-exempt securities has been severely curtailed by the Tax
Reform Act of 1986, as amended
Ave�ccge Life – The average length of time debt is expected to be outstanding. Generally, a level
debt service stnicture will limit the average life of a bond issue (i.e., a 20 year final maturity will
have an approximate average life of 12 years, and a 30 year final maturity will have an
approximate average life of 18 years}�
Bccsis Point – One one-hundredth of one percent (0.0001)
BBI – Bond Buyer Index. Comparison of current rates for various mat�irities
Bid Fo�m – The document used by an underwriter to submit his bid at a competitive sale
Bond – A security that represents an obligation to pay a specified amount of money on a specific
date in the future, typically with periodic interest payments
Bond Counsel – An attorney (or firm of attorneys) retained by the issuer to give a legal opinion
concerning the validity of the securities. The bond counsel's opinion usually
addresses the subject of tax exemption. Bond counsel may prepare, or review and
advise the issuer regarding authorizing resolutions or ordinances, tnist indentures,
official statements, —validation proceedings and litigation
Bond Insu�ccnce – Bond insurance is a type of credit enhancement whereby a monoline
insurance company indemnifies an investor against a default by the issuer to pay
principal and interest in-full and on-time. Once assigned, the municipal bond
insurance policy generally is irrevocable. The insurance company receives an up-
front fee, or —prenuum, when the policy is issued
Book-Ent�y-Only – Bonds that are issued in fully-registered form but without certificates of
ownership. The ownership interest of each act�ial purchaser is recorded on
computer
Bond Yecc�s -������������ $1,000 of debt outstanding for one year used to compute average life and net
interest cost
Page 20of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
REFERENCE NUMBER:
TITLE: DEBT SERVICE MANAGEMENT �03.07
Cccll Option – The right to redeem a bond prior to its stated maturity, either on a given date or
continuously. The call option is also referred to as the optional redemption
provision
Cccpitccl App�ecicction Bond – A bond without current interest coupons that is �� p�� �°a���v sold at a
substantial �discount from par. Investors are provided with a return based upon the
accretion ���� i-�a���� �°�����;���A������a,�; ��° ��a�u. �-u:���Y� ��a the bond through maturity
Cccpitccl Leccse – The acquisition of a capital asset over time rather than merely paying a rental
fee for temporary use. A lease-purchase agreement, in which provision is made
for transfer of ownership of the property for a nominal price at the scheduled
ternunation of �the lease, is referred to as a capital lease
Ce�tificcctes of Obligcction – A type of debt authorized to be issued pursuant to the Certificates of
�.��ap�r�,a������ � �°� ��" � ��7 � �����a�°Q�a�������� � ��" � p�a��;��u:°�� �?�7 � , ��u:°��a���Y � ��� ���������u:��a� � �c����
Closing – When bonds are exchanged for money (a11�/a delivery or settlement)
Comme�ciccl Pccpe� (Tc�-Exempt) – By convention, short-term, unsecured, tax-exempt
pronussory notes issued in either registered or bearer form with a stated maturity of
270 days or less
Competitive S'ccle – A sale of securities in which the securities are awarded to the bidder who
offers to purchase the issue at the best price or lowest cost
Coupon Rccte – The interest rate on specific maturities of a bond issue. While the term "coupon"
derives from the days when virtually all municipal bonds were in bearer form
with —coupons attached, the term is still frequently used to refer to the interest rate on
different maturities of bonds in registered form
Cove� Bid – The ninner-up in a competitive bond sale
C�edit Enhccncements – Credit enhancements are mechanisms which guarantee principal and
interest payments. They include bond insurance and a line or letter of
credit. A credit -enhancement, while costly, will usually bring a lower interest rate on
debt and a higher rating from the rating agencies, thus lowering overall costs. Cost
effectiveness of credit enhancement will be evaluated for each debt issue
CIIS'IP NumBe� – The term CUSIP is an acronym for the Comnuttee on Uniform Securities
Identification Procedures. An identification number is assigned to each maturity
of an —issue, and is usually printed on the face of each individual certificate of the issue.
The —CUSIP numbers are intended to help facilitate the identification and clearance of
municipal securities. As the municipal marlcet has evolved, and the new
derivative products are devised, the importance of the CUSIP system for
identification purposes has —increased
Page 21of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
REFERENCE NUMBER:
TITLE: DEBT SERVICE MANAGEMENT �03.07
Dccted Dccte - A defined date at which interest begins to accnie from
Debt Bu�den - The ratio of outstanding tax-supported debt to the marlcet value of property
within a jurisdiction. The overall debt burden includes a jurisdiction's
proportionate �share of overlapping debt as well as the municipality's direct net debt
Debt Limitcction - The maximum amount of debt that is legally permitted by a jurisdiction's
charter, constinition, or statutory requirements
Debt S'e�vice - The amount necessary to pay principal and interest requirements on outstanding
bonds for a given year or series of years
Debt ,S'e�vice Rese�ve Fund - The fund into which moneys are placed which may be used to pay
debt service if pledged revenues are insufficient to satisfy the debt service
requirements. �The debt service reserve fund may be entirely funded with bond proceeds,
or it may only -be partly funded at the time of the issuance and allowed to reach its full
funding requirement over time, due to the accumulation of pledged revenues. If
the debt service reserve fund is used in whole or part to pay debt service, the issuer
usually is required to -replenish the funds from the first available funds or revenues. A
typical reserve requirement might be the maximum aggregate annual debt service
requirement for any —year remaining until the bonds reach maturity. The size of the
reserve fund, and the manner in which it is invested, may be subject to arbitrage
regulations-
Defccult - The failure to pay principal or interest in full or on time. An actual default should be
distinguished from technical default. The latter refers to a failure by an issuer to
abide by certain covenants but does not necessarily result in a failure to pay
principle or interest �when due�
Defeccsccnce - Providing for payment of principal of prenuum, if any, and interest on debt
through the first call date or scheduled principal maturity in accordance with the
terms -and requirements of the instniment pursuant to which the debt was issued. A
legal —defeasance usually involves establishing an irrevocable escrow funded with only
cash —and U. S. government obligations
Deposito�y T�ust Compccny (DTC) - A limited purpose tnist company organized under the New
Yorlc Banlcing Law. DTC facilitates the settlement of transactions in municipal
securities
Downg�ccde - A reduction in credit rating
Ente�p�ise Activity - A revenue-generating proj ect or business. The proj ect often provides funds
necessary to pay debt service on securities issued to finance the facility. The
Page 22of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
REFERENCE NUMBER:
TITLE: DEBT SERVICE MANAGEMENT �03.07
debts of such projects are self-liquidating when the projects earn sufficient monies
to cover all —debt service and other requirements imposed under the bond contract.
Common examples include water and sewer treatment facilities and utility facilities
Elect�onic Municipccl Mcc�ket Access (EMMA) — Effective July 1, 2009, the SEC implemented
amendments to SEC Rule 15c2-12 which approved the establishment by the MSRB of EMMA,
the sole successor to the nationally recognized municipal securities information
repositories with respect to filings made in connection with disclosure undertalcings.
Access to filings are made free of charge to the general public by the MSRBd
Finccl Officiccl S'tcctement (FOS) — A document published by the issuer which generally discloses
material information on a new issue of municipal securities including the
purposes of the issue, how the securities will be repaid, and the financial,
econonuc and social —characteristics of the issuing government. Investors may use this
information to evaluate the credit quality of the securities
Flow of Funds — The order in which pledged revenues must be disbursed, as set forth in the tnist
indenture or bond resolution. In most instances, the pledged revenues are
deposited into -a general collection account or revenue fund as they are received and
subsequently —transferred into the other accounts established by the bond resolution or
tnist indenture. The other accounts provide for payment of the costs of debt
service, debt service reserve —deposits, operation and maintenance costs, renewal and
replacement, and other requirements
Gene�ccl Obligcction Debt ������������� Debt that is secured by a pledge of the ad valorem taxing power of
the —issuer. Also lcnown as a full faith and credit obligation.
Good Fccith Deposit — A sum of money given by the Underwriter to assure his bid
Institutionccl Buye� — Banks, financial institutions, insurance companies, and bond funds
Issuccnce Costs — The costs incurred by the bond issuer during the planning and sale of
securities. These costs include but are not linuted to financial advisory and bond
counsel fees, printing and advertising costs, rating agencies fees, and other
expenses incurred in —the marlceting of an issue
Junio� Lien Bonds — Bonds which have a subordinate claim against pledged revenues
Lette� of C�edit — Banlc credit facility whereby a banlc will honor the payment of an issuer's debt,
in the event that an issuer is unable to do sq thereby providing an additional
source of security for bondholders for a predeternuned period of time. A letter of
credit often is -referred to as an L/C or an LOC. Letter of Credit can be issued on a
"stand-by" or "direct �pay" basis
Page 23of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
REFERENCE NUMBER:
TITLE: DEBT SERVICE MANAGEMENT �03.07
Level Debt S'e�vice - When annual payments are substantially the same each year
Line of C�edit - Banlc credit facility wherein the banlc agrees to lend up to a maximum amount
of funds at some date in the future in return for a comnutment fee
Mccnccge� - The member (or members) of an underwriting syndicate charged with the primary
responsibility for conducting the affairs of the syndicate. The managers talce the
largest �underwriting comnutment
Lead Mana�er or Senior Mana�er
The underwriter serving as head of the syndicate. The lead manager generally
handles negotiations in a negotiated underwriting of a new issue of municipal
securities or directs the process by which a bid is determined for a competitive
underwriting. The lead manager also is charged with allocating securities among
the members of the syndicate in accordance with the terms of the syndicate
agreement or agreement among underwriters
Joint Mana�er or Co-Mana�er
� Any member of the management group
Municipccl Adviso�y Council of Texccs (MAC) - The designated State of Texas Information
����������Y������ a���Y a����p�����v�u:°�� p�y �p�u:� ���� �v��p� ��u:���Y�����°� �� ������,�,�Y ������u:° ��a �°��������°����a �����a
�A a� �� u:°���a� �� � �� ��.' �y
Municipccl ,S'ecu�ities Rulemaking Bocc�d (M,S�RB) - A self-regulating organization established
on September 5, 1975 upon the appointment of a 15-member Board by the
Securities and -Exchange Agreement. The MSRB, comprised of representatives from
investment —banlcing firms, dealer banlc representatives, and public representatives, is
entnisted with �the responsibility of writing niles of conduct for the municipal securities
marlcet. New -Board members are selected by the MSRB pursuant to the method set
forth in Board niles
Negoticcted S'ccle - A sale of securities in which the terms of sale are determined through
negotiation between the issuer and the purchaser, typically an underwriter,
without competitive bidding
Net Inte�est Cost - The average interest cost of a bond issue calculated on the basis of simple
interest.-
Pccying Agent - An agent of the issuer with responsibility for timely payment of principal and
interest to bond holders
P�elimincc�y Officiccl S'tcctement (POS) - The POS is a prelinunary version of the official
statement which is used by an issuer or underwriters to describe the proposed
Page 24of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
REFERENCE NUMBER:
TITLE: DEBT SERVICE MANAGEMENT �03.07
issue of municipal securities prior to the deternunation of the interest rate(s) and
offering prices(s). The prelinunary official statement, also called a"red herring",
often is examined by potential purchasers prior to malcing an investment decision
P�esent Vcclue — The value of a future amount or stream of revenues or expenditures in current
dollars
Refunding — An advance refunding is a refunding that occurs more than 90 days before the call
date of the refunded bonds�, ���� � current refunding is a��u:��`���������,�; ����� ��°�°aA����Y
��,� ��Q�� ��y �� pu:���Y��Y p�u:°�°����� �p��� �°a�q� ���u:° l� ��u:°�°���a����,�, ���Y � process of selling a new issue of
securities to obtain funds needed to retire existing securities. Debt refunding is
done to extend maturity and/or to reduce debt service cost
Retccil Buye� — Individual investors
Revenue Bond — A bond which is payable from a specific source of revenue and to which the
full faith and credit of an issuer with taxing power is not pledged. Revenue bonds
are �payable from identified sources of revenue, and do not pernut the bondholders to
compel a jurisdiction to pay debt service from any other source. Pledged revenues
often are derived from the operation of an enterprise activity. Generally, no voter
approval is —required prior to issuance of such obligations
.S'econdcc�y Mcc�ket — The marlcet in which bonds are sold after their initial sale in the new issue
marlcet
S'enio� Lien Bonds — Bonds having a prior, or first claim on pledged revenues
S'e�iccl Bonds — A bond issue in which the principal is repaid in periodic installments over the
issue's life
Split �cctings — Different rating levels from different rating agencies
S'u�ety Bond — A bond guaranteeing performance of a contract or obligation
Te�m Bonds — Term bonds usually refer to a particularly large maturity of a bond issue that is
created by aggregating a series of maturities. A provision is often made for the
mandatory redemption of specified amounts of principal during several years
prior to the —stated maturity, which effectively simulates serial bonds
T�ue Inte�est Cost (TIC) — An expression of the average interest cost in present value terms.
The tnie interest cost is a more accurate measurement of the bond issue's
effective interest cost and should be used to ascertain the best bid in a competitive
sale
Page 25of 2��
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
REFERENCE NUMBER:
TITLE: DEBT SERVICE MANAGEMENT �03.07
Vcc�iccble Rccte Bond — A bond on which the interest rate is reset periodically, usually no less
often than senu-annually. The interest rate is reset either by means of an auction
or through an index
Upg�ccde — An increase in credit rating
s:\legal\our documents�resolutions\12\debt policy resolution.doc
RESOLUTION NO.
A RESOLUTION REVISING ADMINISTRATIVE POLICY NO. 403.07 "DEBT SERVICE
MANAGEMENT"; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on the Sth day of March, 1996 the City Council passed Resolution No, 96-013
adopting Administrative Policy No. 403.07 "Debt Service Management"; and
WHEREAS, the policy most recently amended on the 15th day of November 2011, when the
City Council passed Resolution No. R2011-041 adopting the current version of the Debt Service
Management Policy; and
WHEREAS, the City Manager recommends adoption of the revised policy and the City
Council desires to adopt such policy as the official policy regarding Debt Service Management;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION l. The following policy entitled "Policy No. 403.07 "Debt Service
Management", attached hereto and made a part hereof, is hereby adopted as an officiai policy of the
City of Denton, Texas and shall replace the existing Debt Service Management Policy.
SECTION 2. The attached policy shall be iiled in the official records with the City
Secretary.
SECTION 3. This resolution shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2012.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
.
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� _ .. {,.w .�
BY: _. � �,,�.�"
�
CITY OF DENTON page � of23
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE
SECTION: FINANCE �FE�NCE rruMBEx:
403.07
SUBJECT: DEBT MANAGEMENT INITIAL EFECTiVE DATE:
03/OS/96
TITLE: DEBT SERVICE MANAGEMENT LAST �vislorr DATE:
11/6/12
POLICY STATEMENT
This policy shall provide general guidelines by which the City of Denton (the "City") will
issue debt. In as much as this policy may be in conflict or inconsistent with state law,
state law will prevail. Furthermore, state law will prevail on matters not specifically
addressed in this policy. It is the objective of this policy that (1) the City obtain financing
only when necessary, (2) the process for identifying the timing and amount of debt or
other financing proceed as efficiently as possible, and (3) the City seelc the most
favorable interest rate and competitive costs in accordance with this policy while
maintaining financial flexibility.
This debt management policy applies to the financing activities of the City of Denton,
Texas. It also addresses the issues of process, use and limitations. Proceeds from debt
issuances will be delivered as closely as possible to the time that contracts are expected to
be awarded so that the proceeds are spent in the most efficient manner. The City Council
shall review and approve the debt management policy at least annually and be
documented by ordinance or resolution, which shall include any changes made.
ADMINSTRATIVE PROCEDURES
I. DEBT MANAGEMENT COMMITTEE
A, Members
The Debt Management Committee (the "Committee") will consist of the City
Manager, Assistant City Managers, and the Chief Financial Officer. The City's
financial advisor and bond counsel shall act as consultants to the Committee.
B. Scope
The Committee shall meet at least annually to review the debt program or as
necessary. Topics for discussion should include: the Capital Improvement
Program, status of outstanding debt, unspent bond proceeds, and unissued voter
authorized debt, timing of additional financing needs and financing options, and
the effect of proposed financing activity on the related rates supporting the debt
(i.e., property tax rate, utility rates, user fees, etc.).
Page 2 of 23
II. RESPONSIBILITY AND STANDARD OF CARE
The Finance Department will coordinate all activities required for the issuance of all debt.
A, Delegation
The Chief Financial Officer shall have primary responsibility for developing
iinancing recommendations. The, Chief Financial Officer shall:
• Meet no less than annually with Department Directors to consider the need
for financing, review debt capacity and assess progress on the Capital
Improvement Program;
• Review changes in state and federal legislation;
• Review annually the provisions of ordinances authorizing issuance of
obligations;
• Periodically review the City's Charter to ensure compliance with state
law; and
• Annually review services provided by the financial advisor, bond counsel,
paying agent, and other service providers to evaluate the extent and
effectiveness of the services being provided.
B. Conflicts of Interest
All participants in the debt management process shall seelc to act responsibly as
custodians of public assets. Officers and employees involved in the debt
management process shall refrain from personal business activity that could
conflict with proper execution of the financing program, or which could impair
their ability to malce impartial financing decisions.
C. Reporting
The Chief Financial Officer shall include in the Comprehensive Annual Financial
Report ("CAFR") a report summarizing all debt outstanding by type (tax-
supported and self-supported general obligation debt, and revenue debt),
remaining balance of bond proceeds, update of arbitrage liability, and update of
pertinent legislative changes.
D. Investor Relations
The City shall endeavor to maintain a positive relationship with the investment
community. The Chief Financial Officer and the City's iinancial advisor shall, as
necessary, prepare reports and other forms of communications regarding the
City's indebtedness, as well as its future financing plans. This includes
information presented to the press and other media. The information includes, but
is not limited to, the annual program of services, CAFR, financial plans, capital
improvement plans, and comprehensive development plans.
Page 3 of 23
All forms of inedia deemed appropriate and immediately available to the City will
be utilized to disseminate information to all investors. Examples include the
Texas Bond Reporter and the Texas Municipal Reports published by the
Municipal Advisory Council of Texas (the "MAC"), The Bond Buyer, and the
Electronic Municipal Marlcet Access system ("EMMA") maintained by the
Municipal Securities Rulemaking Board (the "MSRB"). Bond counsel will
advise on the use of electronic media in connection with the City's debt program.
E. Financial Advisor
The City shall retain an independent financial advisor for advice on the
structuring of new debt, financial analysis of various options, including refunding
opportunities, the rating review process, the marlceting and marlcetability of City
debt obligations, issuance and post-issuance services, the preparation of offering
documents (each, an "Official Statement") and other services, as necessary. The
City will seelc the advice of the financial advisor on an ongoing basis. The
financial advisor will perform other services as defined by the agreement
approved by the City Council. The iinancial advisor will not bid on nor
underwrite any City debt issues in accordance with MSRB rules.
F. Bond Counsel
The City shall retain bond counsel for legal and procedural advice on all debt
issues. Bond counsel shail advise the City Council in all matters pertaining to its
bond ordinance(s) and/or resolution(s), No action shall be talcen with respect to
any obligation until a written instrument (e.g., Certificate for Ordinance or other
legal instrument) has been prepared by the bond attorneys certifying the legality
of the proposal. The bond attorneys shall prepare all ordinances and other legal
instruments required for the execution and sale of any bonds issued which shall
then be reviewed by the City Attorney and the Chief Financial Officer. The City
will also seelc the advice of bond counsel on all other types of debt and on any
other questions involving federal tax or arbitrage law. Special counsel may be
retained to protect the City's interest in complex negotiations.
III. OFFICIAL STATEMENT
The preparation of the Official Statement is the responsibility of the financial advisor in
concert with the Chief Financial Officer. Information for the Official Statement is
gathered from departments/divisions throughout the City.
The City will take all appropriate steps to comply with federal securities laws, including,
but not limited to, Securities and Exchange Commission ("SEC") Rule 15c2-12
(the "Rule"). The City will make annual and event disclosure filings to the MSRB via
EMMA as required by the Rule and its continuing disclosure undertalcings.
Page 4 of 23
IV. DISCLOSURE
A. With each bond offering, and at least annually, in the preparation of a CAFR,
Official Statement or any other offering document, the City will follow a policy of
full and complete disclosure of operating, financial and legal conditions of the
City, in conformance with the Government Finance Officers Association
Disclosure Guideline, and as advised by the City's disclosure counsel or iinancial
advisor.
B. Notice of Events
The Rule lists certain events that must be reported in a timely fashion to the
MSRB via EMMA and, if required by the Rule and the City's continuing
disclosure undertakings, to the MAC in its capacity as the State Information
Depository ("SID") for the state. On May 26, 2010, the SEC made amendments
to the Rule, which only apply to primary offerings that occur on or after
December 1, 2010. While not required, the City will make every effort to apply
the new requirements to existing bond issuances since the amendments make the
Rule more stringent. The amended Rule requires that events be reported to the
MSRB within 10 business days after the occurrence of the event.
1, The events that must be reported, if materiai, are:
a, Nonpayment related defaults;
b. Modiiications of rights of security holders;
c. Bond calls;
d. Release, substitution, or sale of property securing repayment of the
securities;
e. Mergers, consolidations, acquisitions, the sale of all or substantially all
of the assets of the City or other obligated entity or their termination;
£ Appointment of a successor or additional trustee or paying agent or the
change of the name of a trustee or paying agent.
2. The events that must be reported, regardless of materiality, are:
a. Principal and interest payment delinquencies;
b. Unscheduled draws on debt service reserves reflecting financial
difficulties;
c. Unscheduled draws on credit enhancements reflecting financial
difficulties;
d. Substitution of credit or liquidity providers, or their failure to perform;
e. Adverse tax opinions, the issuance by the IRS of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to
the tax status of the security, or other material events affecting the tax
status of the security;
£ Tender offers;
g. Defeasances;
Page 5 of 23
h. Rating changes;
i. Banlcruptcy, insolvency, receivership or similar proceeding,
C. The Rule also requires the City to report to the MSRB the failure of the City to
provide the required annual financial information or operating data on or before
the dates speciiied under a continuing disclosure undertalcing. In addition, the
following MSRB regulations became effective in May 2011:
a. Underwriters shall indicate on the EMMA system whether the City has
agreed to provide secondary marlcet disclosure information, when it
will be provided, and the name of the obligated entity.
b. The MSRB shall indicate on the EMMA system the issuers that
voluntarily agree to provide the following:
l. Annual financial information within 120 days (150 days until
December 31, 2013) after the fiscal year ends;
2. An undertalcing to prepare audited financial statements in
compliance with accounting standards established by the
Governmental Accounting Standards Board; and
3. The website link to the issuer's financial information.
Full disclosure of the City's operations will be made to the bond rating agencies. The
City staff, with the assistance of the financial advisors and bond counsel, will prepare the
necessary materials for and presentation to the rating agencies.
V. RATING AGENCY COMMUNICATIONS & CREDIT OBJECTIVES
The City will seelc to maintain and improve its current bond ratings so its borrowing costs
are reduced to a minimum and its access to credit is preserved.
In conjunction with the iinancial advisor, the City shall maintain a line of communication
with at least two of the rating agencies (Moody's, Standard & Poor's, and Fitch),
informing them of major financial events in the City as they occur. The CAFR, Annual
Program of Services, and Capital Improvement Program shall be distributed to the rating
agencies after they have been accepted/adopted by the City Council on an annual basis.
When necessary, a conference call or personal meeting with representatives of the rating
agencies will be scheduled when a major capital improvement program is initiated, or to
discuss economical and/or financial developments which might impact credit ratings.
The following documents may be required by the rating agencies:
• Most recent annual audit reports, including a description of accounting practices,
Accounting changes in the past three years and the impact on financial results
should be explained;
• Current budget;
• Current Capital Improvement Program;
• Official Statements for new financings;
• Description of projects being iinanced;
Page 6 of 23
• Sources and uses statement for bond issuance, If additional funds are required to
complete specific projects being financed, the source of the funds and any
conditional requirements may be discussed;
• Engineering and feasibility report (if applicable);
• Zoning or land-use map (if applicable);
• Cash flow statement, in the case of interim borrowing. Statement of long — and
short-term debt with annual and monthly maturity dates as appropriate. Also, a
report of any lease obligations, their nature and term;
• Indication of appropriate authority for debt issuance;
• Investment policy (if applicable); and
• Statement concerning remaining borrowing capacity plus tax rate and levy
capacity or other revenue capacity.
VI. LIMITATIONS OF INDEBTEDNESS AND AFFORDABILITY STATEMENT
City staff, in conjunction with the financial advisor and bond counsel, will present to the
City Council, and any City committee, as appropriate, a comprehensive analysis of debt
capacity prior to issuing bonds. This analysis should cover a broad range of factors,
including:
• Legal debt limits, tax or expenditure ceilings;
• Coverage requirements or additional bonds tests in accordance with bond
covenants;
• Measures of the tax and revenue base, such as projections of relevant economic
variables (e.g., assessed property values, employment base, unemployment rates,
income levels, and retail sales);
• Population trends;
• Utilization trends for services underlying revenues;
• Factors affecting tax collections, including types of property, goods, or services
taxed, assessment practices and collection rates, evaluation of trends relating to
the City's iinancial performance, such as revenues and expenditures, net revenues
available after meeting operating requirements;
• Reliability of revenues expected to pay debt service;
• Unreserved fund balance levels;
• Debt service obligations, such as existing debt service requirements;
• Debt service as a percentage of expenditures or tax or system revenues;
• Measures of debt burden on the community, such as debt per capita, debt as a
percentage of full or equalized assessed property value, and overlapping or
underlying debt; and
• Tax-exempt marlcet factors affecting interest costs, such as interest rates, marlcet
receptivity, and credit rating.
Annual debt service on general obligation debt (tax-supported), which excludes self-
supported debt, shall be limited to no more than 30% of budgeted expenditures in the
City's General Fund.
The City has revenue bonds and other indebtedness of the Electric, Water, and
Wastewater Funds, which are collectively lcnown as the City's "Utility System." The
Page 7 of 23
City will maintain coverage ratios as dictated by the City's outstanding bond covenants,
including other indebtedness of the Electric, Water and Wastewater Funds. The debt
coverage ratio for the Utility System is deiined as the net revenue of the Utility System as
of the last audited financial statement (includes gross revenue less operating expenses)
divided by the succeeding fiscal year's principal and interest requirements or the
maximum annual debt service of all then outstanding revenue bonds and other
indebtedness, whichever is greater. The Utility System will maintain a debt coverage
ratio equivalent to 1.25 on all outstanding revenue bonds and other indebtedness. The
City will strive to further maintain these ratios for each separate utility.
The Electric, Water, and Wastewater Funds' total long-term debt outstanding shall not
exceed the amount of combined fund equity.
VII. CAPITAL IMPROVEMENT PROGRAM
A. The City will seek all possible federal and state reimbursement for mandated
projects and/or programs. The City will pursue a balanced relationship between
issuing debt and pay-as-you-go iinancing as dictated by prevailing economic
factors and as directed by the City Council.
B. Current operations will not be financed with long-term debt.
C. Debt incurred to finance capital improvements will be repaid within the useful life
of the asset.
D. High priority will be assigned to the replacement of capital improvements when
they have deteriorated to the point there they are hazardous, incur high
maintenance costs, negatively affect property values, or no longer serve their
intended purposes.
E. An updated Capital Improvement Program will be presented to the City Council
for approval on an annual basis. This plan will be used as a basis for the long-
range financial planning process.
VIII. TYPES OF DEBT
The City's bond counsel and financial advisor will present the different types of debt best
suited and legally permissible under state law for each debt issue and assist in analyzing
the use of capital lease purchases or the use of lines of credit. These types may include:
• Short-term vs. long-term debt,
• General obligation debt vs, revenue debt,
� Fixed rate debt,
• Lease-backed debt,
• Special obligation debt, such as assessment district debt,
• Certificates of obligation,
• Combination tax and revenue debt,
• Tax increment debt,
Page 8 of 23
• Conduit issues, and
• Taxable debt.
The issuance of variable rate debt and interest rate swaps are expressly prohibited by this
policy. The Chief Financial Officer will be responsible for evaluating this type of debt
and will present a variable rate debt policy or interest rate swap policy to the City Council
for approval as necessary.
IX. BOND STRUCTURE
Factors that may be considered when structuring debt include the following:
• Final maturity of the debt; .
• Setting the final maturity of the debt equal to or less than the useful life of the
asset(s) being financed;
• Use of zero coupon bonds, capital appreciation bonds, deep discount bonds or
premium bonds;
• Principal and interest payment structure (e.g., level debt service payments, level
principal payments, bullet and term maturities, or other payment structures);
• Redemption provisions (e.g., mandatory and optional call features);
• Use of credit enhancement (e.g., bond insurance);
• Use of senior lien and junior lien obligations; and
Other factors as deemed appropriate in consultation with the City's financial
advisor and bond counsel.
X. SHORT-TERM DEBT
A, General
Short-term obligations may be issued to finance projects or portions of projects
for which the Gity ultimately intends to issue long-term debt; i.e., it will be used,
when appropriate, to provide interim financing which will eventually be refunded
with the proceeds of long-term obligations. �
Short-term obligations may be backed with a tax and/or revenue pledge or a
pledge of other available resources.
Interim financing may be appropriate when long-term interest rates are expected
to decline in the future. In addition, some forms of short-term obligations may be
obtained more quicicly than long-term obligations and, thus, may be used until
long-term iinancing is secured.
B. Commercial Paper
Due to the iinancing costs associated with the marketing and placement of
commercial paper, programs of less than $25 million may not be cost effective.
Should the opportunity to participate in a commercial paper issuance pool present
itself or if the establishment of a program becomes cost effective, the advantages
Page 9 of 23
and disadvantages shall be evaluated by the Chief Financial Officer. The use of a
commercial paper program requires approval by the City Council.
C. Anticipation Notes
Anticipation notes do not require giving a notice of intent. Anticipation notes
may be secured and repaid by a pledge of revenue, taxes, or the proceeds of a
future debt issue. Anticipation notes may be authorized by an ordinance adopted
by the City Council.
Anticipation notes may be used to finance projects or acquisitions that could also
be financed using certiiicates of obligation and have the following restrictions;
1) Anticipation notes may not be used to repay interfund borrowing or a
borrowing that occurred up to/or more than 24-months prior to the date of
issuance, and
2) The City may not issue anticipation notes that are payable from general
obligation bond proceeds unless the proposition authorizing the issuance of
the general obligation bonds has already been approved by the voters.
D. Line of Credit
To the extent authorized by state law and with the approval of the City Council,
the City may establish a tax-exempt line of credit with a financial institution
selected through a competitive process. Draws shall be made on the line of credit
when (1) the need for financing is so urgent that time does not permit the issuance
of long-term debt, or (2) the need for financing is so small that the total cost of
issuance of long-term debt including carrying costs of debt proceeds not needed
immediately is significantly higher. Draws will be made on the line of credit to
pay for projects designated for line of credit financing by the City Council.
Borrowings under the line of credit shall be repaid from current revenues. The
Chief Financial Officer will authorize all draws on the line of credit, as authorized
in the agreement approved by the City Council.
E. Capital Leasing
Capital leasing is an option for the acquisition of a piece or pacicage of equipment.
Leasing shall not be considered when funds are on hand for the acquisition unless
the interest expense associated with the lease is less than the interest that can be
earned by investing the funds on hand or when other factors such as budget
constraints or vendor responsiveness override the economic consideration.
Whenever a lease is arranged with a private sector entity, a tax-exempt rate shall
be sought. Whenever a lease is arranged with a government or other tax-exempt
entity, the City shall obtain an explicitly defined taxable rate so that the lease will
not be counted in the City's total annual borrowings subject to arbitrage rebate.
Page 10 of 23
The lease agreement shall permit the City to refinance the lease at no more than
reasonable cost should the City decide to do so. A lease which may be called at
will is preferable to one which may merely be accelerated.
The City shall seelc at least three (3) competitive proposals for any lease
financing. The net present value of competitive bids shall be compared, talcing
into account whether payments are in advance or in arrears, and how frequently
payments are made. The purchase price of equipment shall be competitively bid,
as required by state law, as well as the financing costs.
The Chief Financial Officer will ensure any leasing agreement is compared to
other financing options to ensure the lease is cost beneficial. Alternate financing
options will include revenue bonds, contractual obligations, certificates of
obligation and lines of credit. The Chief Financial Ofiicer will be the person
responsible for evaluating this financing source, and will make a recommendation
to the City Council for approval.
F. Interfund Loans
As allowed by the City, the Chief Financial Officer will review opportunities
whereby interfund loans may be utilized to meet short-term financing needs.
Interfund loans will only be utilized if economically beneficial to the lending fund
and only if the rate of return is comparable or higher than the rate of return the
lending fund would otherwise receive by lceeping funds in the City's investment
pool. Any interfund loan must be approved by the City Council.
XI. LONG-TERM DEBT
A, General
Proceeds from the sale of long-term obligations will not be used for operating
purposes, and the final maturity of the obligations will not exceed the estimated
useful life of the asset(s) financed. Voter approved general obligation bonds will
strive to have a final maturity of twenty (20) years or less. Revenue bonds and
certificates of obligation will strive to have a final maturity of thirty (30) years or
less. If deemed appropriate, staff may present to the City Council extraordinary
circumstances in which longer final maturities may be necessary but never in
excess of the useful life of an individual asset.
A level debt service structure will be used unless operational matters and
marketing considerations dictate otherwise.
The cost of issuance of private activity bonds is usually higher than for
governmental purpose bonds. Consequently, private activity bonds will be issued
only when they will economically benefit the City.
Page 11 of 23
The cost of taxable debt is higher than for tax-exempt debt. However, the
issuance of taxable debt may be required or may be more appropriate in some
circumstances and may allow valuable flexibility in subsequent contracts with
users or managers of the improvements constructed with the bond proceeds.
Therefore, the City will usually issue tax-exempt obligations but may
occasionally issue taxable obligations.
: :• �
Long-term general obligation debt, including certiiicates of obligation, or revenue
bonds shall be issued to finance signiiicant and desirable capital improvements.
Proceeds of general obligation debt will be used only for the purposes approved
by voters in bond elections or set forth in the notices of intent for certiiicates of
obligation or to refund previously issued general obligation bonds, certificates of
obligation or revenue bonds. All bonds shall be sold in accordance with
applicable law.
C. Certificates of Obligation
Certificates of obligation may be issued to:
• Finance permanent improvements and land acquisition;
• Finance costs associated with capital project overruns;
• Acquire equipment/vehicles;
• Leverage grant funding;
• Renovate, acquire, construct facilities and facility improvements;
• Construct street improvements;
• Provide funding for master plans/studies;
• Address necessary life safety needs; and
• Finance revenue supported projects/assets if determined to be more
economical than revenue bonds.
To the extent required by state law, a resolution authorizing publication of notice
of intent to issue certificates of obligation shall be presented for the consideration
of the City Council. The notice of intent shall be published in a newspaper of
general circulation in the City once a week for two consecutive weelcs with the
first publication to be at least thirty (30) days prior to the sale date.
Certificates of obligation may be backed by a tax pledge under certain
circumstances as permitted by law. They may also be backed by a combination
tax and revenue pledge as permitted under state law. Some revenues are restricted
as to the uses for which they may be pledged. Electric, Water, and Wastewater
revenues may be pledged without limit for Electric, Water, and Wastewater
purposes but may only be pledged to a limit of $1,000 for any one series of bonds
issued for non-utility system purposes.
The final maturity of certificates of obligation will be in accordance with Section
XI (A).
Page 12 of 23
D. Public Property Finance Contractual Obligations
Public property iinance contractual obligations may be issued to iinance the
acquisition of personal property,
E. Revenue Bonds
In addition to the policies set forth above, when cost-beneficial and when
permitted under applicable state law, the City may consider the use of surety
bonds, letters of credit, or similar instruments to satisfy debt service reserve fund
requirements on outstanding and/or proposed revenue bonds.
F. Combination Tax and Revenue Bonds
In addition to the policies set forth above, when cost-beneficial and when
permitted under applicable state law, the City may consider the use of
combination tax and revenue bonds for refunding obligations of the Electric,
Water and Wastewater combined utility system, and Solid Waste or any other
self-supporting revenue-producing City enterprise. Combination tax and revenue
bonds will comply with applicable state law and are assigned the full faith and
credit of the City, thereby enhancing the credit rating otherwise obtained from
debt that is strictly supported by non-tax revenues (i.e., revenue bonds).
XII. CREDIT ENHANCEMENTS
Credit enhancements are mechanisms which guarantee principal and interest
payments. They include bond insurance, lines of credit, surety bonds and letters
of credit. A credit enhancement, while costly, is intended to bring a lower interest
rate on debt and a higher rating from the rating agencies, thus lowering overall
borrowing costs.
The City's financial advisor will advise the City whether or not a credit
enhancement is cost effective under the circumstances and what type of credit
enhancement, if any, should be purchased. In a negotiated sale, bids will be talcen
during the period prior to the pricing of the debt. In a competitive sale, bond
insurance may be provided by the purchaser if the purchaser finds it cost
effective.
Other credit enhancements may arise in the future, which may be beneficial. The
City's financial advisor will present these options for consideration.
XIII. REFUNDING AND RESTRUCTURING OPTIONS
In the case of advance refundings, the City shall consider refunding debt whenever an
analysis indicates the potential for present value savings of at least 3% of the par amount
being refunded. In the case of current refundings, the City shall consider refunding debt
whenever an analysis indicates the potential for present value savings above the costs of
Page 13 of 23
refunding the outstanding debt. Refunding for savings should not extend the iinal
maturity of the original obligations, unless specifically approved by the City Council.
XIV. REIMBURSEMENT ORDINANCES
The Chief Financial Officer will review and approve all reimbursement ordinances from
City departments, including enterprise fund departments, before forwarding to the City
Council for consideration. In no event will a reimbursement ordinance exceed the
unreserved fund equity of the combined Utility System for Electric, Water or Wastewater
requests or the operating fund of any other department malcing a request.
Reimbursement ordinances must be adopted within sixty (60) days of the date the
original expenditures were paid. Debt obligations must be issued and the reimbursement
allocation made not later than eighteen (18) months after the later of (1) the date the
original expenditures were paid, or (2) the date the project is placed in service or
abandoned, but in no event more than three (3) years after the original expenditures were
paid.
XV. USE OF ANTICIPATED BOND PROCEEDS
The use of anticipated bond proceeds will be limited to preliminary (soft) costs, which
may include engineering fees, architect fees, feasibility studies, etc unless a
reimbursement ordinance has been adopted pursuant to Section XIV. The Chief
Financial Officer may provide additional parameters regarding qualifying uses and will
review and approve all requests for the use of anticipated bond proceeds. Departments
may not use anticipated bond proceeds for preliminary costs earlier than 60 days from the
date the City Council adopts an ordinance authorizing the sale of said bonds unless a
reimbursement ordinance has been adopted pursuant to Section XIV. In no event will the
use of anticipated bond proceeds exceed the unreserved fund equity of the combined
Utility System for Electric, Water or Wastewater requests or the operating fund of any
other department making a request.
XVI. METHOD OF SALE
A. Competitive Sale
When feasible and economical, obligations shall be issued by competitive rather
than negotiated sale. Favorable conditions for a competitive method of sale
include the following:
• The market is familiar with the issuer, and the issuer is a stable and regular
borrower in the public market;
• An active secondary marlcet with a broad investor base for the issuer's
debt;
• The issue is neither too large to be easily absorbed by the market nor too
small to attract investors without a concerted sales effort;
• The issue is not viewed by the marlcet as carrying overly complex features
or requiring explanation as to the debt's soundness; and
Page 14 of 23
• Interest rates are relatively stable, marlcet demand is strong, and the
marlcet is able to absorb a reasonable amount of buying or selling at
reasonable price changes.
1. Bidding Parameters
The notice of sale will be carefully constructed so as to ensure the best
possible bid for the City, in light of existing marlcet conditions and other
prevailing factors. Parameters to be examined may include:
• Limits between lowest and highest coupons;
• Coupon requirements relative to the yield curve;
• Method of underwriter compensation, discount or premium coupons;
• Use of true interest cost (TIC) versus net interest cost (NIC);
� Use of bond insurance;
• Serial debt versus term debt with mandatory sinking fund redemptions;
• Use of capital appreciation bonds; and
• Call provisions
B. Negotiated Sale
Bonds issued for the purpose of refunding and/or restructuring outstanding debt
may appropriately be sold on a negotiated basis when maximum flexibility is
required in order for the City to respond to day-to-day nuances in the marlcetplace
and other complications peculiar to the issuance of refunding debt. Whenever the
option exists to sell an issue on a negotiated basis, an analysis of the options shall
be performed to aid in the decision-malcing process.
The City will present the reasons and will actively participate in the selection of
the underwriter or direct purchaser.
In negotiated sales, the City attempts to involve qualified and experienced firms
which consistently submit financing plans to the City and actively participate in
the City's competitive sales. The criteria used to select an underwriter in a
negotiated sale may include the following:
• Overall experience;
• Participation in the City's past competitive sales;
• Marlceting philosophy;
• Capability;
• Previous experience as managing or co-managing underwriter;
• Financial statement and financing plans that are relevant and appropriate;
• Public finance team and resources; and
• Brealcdown of underwriter's discount, which includes management fee,
underwriting fee, average talcedown and other administrative expenses.
Page 15 of 23
C. Private Placement
When cost-beneiicial, the City may privately place its debt. Since underwriting
and rating agency expenses may be avoided, it may result in a lower cost of
borrowing. Private placement is sometimes an option for small issues. The
opportunity may be identified by the financial advisor.
XVII. INVESTMENT OF BOND PROCEEDS
A. Strategy
The City should actively monitor its investment practices to ensure maximum
returns on its invested bond funds while complying with federal arbitrage
guidelines. Specific investment strategies for the investment of bond proceeds are
provided in the City's Policy No. 403.06 ("Investment Policy").
B. Arbitrage Compliance
With respect to the investment and expenditure of the proceeds of tax-exempt
obligations, the Chief Financial Officer will:
• Instruct the appropriate person or persons that the construction, renovation
or acquisition of the facilities financed with tax-exempt obligations must
proceed with due diligence and that binding contracts for the expenditure
of at least 5% of the proceeds of the tax-exempt obligations must be
entered into within six months of the date of delivery of such obligations
("Issue Date");
• Monitor that at least 85% of the proceeds of tax-exempt obligations to be
used for the construction, renovation or acquisition of any facilities are
expended within three years of the Issue Date;
• Monitor investment of proceeds of the tax-exempt obligations and restrict
the yield of the investments to the yield on the tax-exempt obligations
after three years of the Issue Date;
• Monitor all amounts deposited into a sinking fund or funds, (e.g., the
Interest and Sinlcing Fund established under each ordinance authorizing
the issuance of the tax-exempt obligations), to assure that the maximum
amount invested at a yield higher than the yield on the obligations does
not exceed an amount equal to the debt service on the obligations in the
succeeding 12 month period plus a carryover amount equal to one-twelfth
of the principal and interest payable on the obligations for the immediately
preceding 12-month period;
• Ensure that no more than 50% of the proceeds of tax-exempt obligations
are invested in an investment with a guaranteed yield for four years or
more;
• Monitor the actions of the escrow agent (to the extent an escrow is funded
with proceeds of tax-exempt obligations) to ensure compliance with the
appiicable provisions of the escrow agreement, including with respect to
reinvestment of cash balances;
Page 16 of 23
• Maintain any ofiicial action of the City (such as a reimbursement
ordinance) stating its intent to reimburse with the proceeds of tax-exempt
obligations any amount expended prior to the Issue Date for the
acquisition, renovation or construction of the facilities financed with the
obligations;
• Ensure that the applicable information return (e.g,, Internal Revenue
Service ("IRS") Form 8038-G, 8038-GC, or any successor forms) is
timely filed with the IRS; and
• Assure that, unless excepted from rebate and yield restriction under
section 148(� of the United States Internal Revenue Code of 1986, as
amended (the "Code"), excess investment earnings are computed and paid
to the U.S. government at such time and in such manner as directed by the
IRS (i) at least every five years after the Issue Date and (ii) within 30 days
after the date the tax-exempt obligations are retired.
The City will follow a policy of full compliance with all arbitrage rebate
requirements of the Code and IRS regulations, and will perform (internally or by
contract consultants) arbitrage rebate calculations for each issue subject to rebate
on an annual basis. All necessary rebates will be filed and paid when due.
C. Arbitrage Liability Management
The Chief Financial Officer will maintain a system for tracking arbitrage rebate
liability and ensuring that required calculations are performed on a timely basis.
These calculations will be performed annually. Funds should be set aside in
anticipation of potential rebate liabilities, Due to the complexity of the arbitrage
calculations and regulations, and to the severity of the penalties for
noncompliance, the advice of bond counsel and qualified experts will be pursued
on an ongoing basis.
XVIII. RESTRICTIONS ON PRIVATE BUSINESS USE
With respect to the use of the facilities financed or refinanced with the proceeds of tax-
exempt obligations the Chief Financial Officer will:
• Monitor the date on which the facilities are substantially complete and available
to be used for the puipose intended;
• Monitor whether, at any time the tax-exempt obligations are outstanding, any
person, other than the City, the employees of the City, the agents of the City or
members of the general public has any contractual right (such as a lease,
purchase, management or other service agreement) with respect to any portion of
the facilities;
• Monitor whether, at any time the tax-exempt obligations are outstanding, any
person, other than the City, the employees of the City, the agents of the City or
members of the general public has a right to use the output of the facilities (e.g.,
water, gas, electricity);
Page 17 of 23
• Determine whether, at any time the tax-exempt obligations are outstanding, any
person, other than the City, has a naming right for the facilities or any other
contractual right granting an intangible benefit;
• Determine whether, at any time the tax-exempt obligations are outstanding, the
facilities are sold or otherwise disposed of; and
• Talce such action as is necessary to remediate any failure to maintain compliance
with the covenants contained in the ordinances authorizing tax-exempt obligations
related to the public use of the facilities financed by such obligations.
XIX. RECORD RETENTION
All proceeds of debt obligations will be separately accounted for in the City's financial
accounting system to facilitate arbitrage tracking and reporting. The Chief Financial
Officer shall include in the CAFR a report summarizing the City's arbitrage rebate
liability.
With respect to each issue of tax-exempt obligations issued by the City, the Chief
Financial Officer will maintain or cause to be maintained all records relating to the
investment and expenditure of the proceeds of such issue and the use of the facilities
financed or refinanced thereby for a period ending three years after the complete
extinguishment of such issue of tax-exempt obligations. If any portion of an issue of tax-
exempt obligations is refunded with the proceeds of another series of tax-exempt
obligations, such records shall be maintained until the three years after the refunding
obligations are completely extinguished. Such records may be maintained in paper or
electronic format.
XX. TRAINING
The Chief Financial Officer shall receive appropriate training regarding the City's
accounting system, contract intake system, facilities management and other systems
necessary to tracic the investment and expenditure of the proceeds and the use of the
facilities financed with the proceeds of debt obligations. The foregoing notwithstanding,
the Chief Financial Officer is authorized and instructed to retain such experienced
advisors, agents and consultants as may be necessary to carry out the policies and
procedures described in Sections XVII, XVIII and XIX.
Page 18 of 23
GLOSSARY
Amot�tiZ�ction — The planned reduction of a debt obligation according to a stated maturity or
redemption schedule
Arbitr�ge — The gain which may be obtained by borrowing funds at a lower (often tax-exempt)
rate and investing the proceeds at higher (often taxable) rates. The ability to earn
arbitrage by issuing tax-exempt securities has been severely curtailed by the Tax Reform
Act of 1986, as amended
Average Life — The average length of time debt is expected to be outstanding. Generally, a level
debt service structure will limit the average life of a bond issue (i.e., a 20 year final
maturity will have an approximate average life of 12 years, and a 30 year final maturity
will have an approximate average life of 18 years)
Basis Point— One one-hundredth of one percent (0,0001)
BBI — Bond Buyer Index. Comparison of current rates for various maturities
Bid Form — The document used by an underwriter to submit his bid at a competitive sale
Bond — A security that represents an obligation to pay a specified amount of money on a specific
date in the future, typically with periodic interest payments
Bond Counsel — An attorney (or firm of attorneys) retained by the issuer to give a legal opinion
concerning the validity of the securities. The bond counsel's opinion usually addresses
the subject of tax exemption. Bond counsel may prepare, or review and advise the issuer
regarding authorizing resolutions or ordinances, trust indentures, official statements,
validation proceedings and litigation
Bond Insurance — Bond insurance is a type of credit enhancement whereby a monoline
insurance company indemniiies an investor against a default by the issuer to pay
principal and interest in-full and on-time. Once assigned, the municipal bond insurance
policy generally is irrevocable. The insurance company receives an up-front fee, or
premium, when the policy is issued
Book-Entry-Only — Bonds that are issued in fully-registered form but without certificates of
ownership. The ownership interest of each actual purchaser is recorded on computer
Bond Ye�rrs —$1,000 of debt outstanding for one year used to compute average life and net
interest cost
Call Option — The right to redeem a bond prior to its stated maturity, either on a given date or
continuously. The call option is also referred to as the optional redemption provision
Capital Appreciation Boncl — A bond without current interest coupons that is typically sold at a
substantial discount from par. Investors are provided with a return based upon the
accretion and compounding of interest on the bond through maturity
Page 19 of 23
Capital Lease — The acquisition of a capital asset over time rather than merely paying a rental
fee for temporary use. A lease-purchase agreement, in which provision is made for
transfer of ownership of the property for a nominal price at the scheduled termination of
the lease, is referred to as a capital lease
Certificates of Obligation — A type of debt authorized to be issued pursuant to the Certificates of
Obligation Act of 1971 (Subchapter C of Chapter 271, Texas Government Code)
Closing — When bonds are exchanged for money (a/lc/a delivery or settlement)
Commercial Paper (Tc�-Exenzpt) — By convention, short-term, unsecured, tax-exempt
promissory notes issued in either registered or bearer form with a stated maturity of 270
days or less
Competitive Sale — A sale of securities in which the securities are awarded to the bidder who
offers to purchase the issue at the best price or lowest cost
Coupon Rate — The interest rate on specific maturities of a bond issue. While the term "coupon"
derives from the days when virtually all municipal bonds were in bearer form with
coupons attached, the term is still frequently used to refer to the interest rate on different
maturities of bonds in registered form
Cover Bid — The runner-up in a competitive bond sale
Credit Enhancements — Credit enhancements are mechanisms which guarantee principal and
interest payments. They include bond insurance and a line or letter of credit. A credit
enhancement, while costly, will usually bring a lower interest rate on debt and a higher
rating from the rating agencies, thus lowering overall costs. Cost effectiveness of credit
enhancement will be evaluated for each debt issue
CUSIP Number — The term CUSIP is an acronym for the Committee on Uniform Securities
Identification Procedures. An identification number is assigned to each maturity of an
issue, and is usually printed on the face of each individual certificate of the issue. The
CUSIP numbers are intended to help facilitate the identification and clearance of
municipal securities. As the municipal marlcet has evolved, and the new derivative
products are devised, the importance of the CUSIP system for identification purposes has
increased
Dnted Dnte — A defined date at which interest begins to accrue from
Debt Burclen — The ratio of outstanding tax-supported debt to the marlcet value of property
within a jurisdiction. The overall debt burden includes a jurisdiction's proportionate
share of overlapping debt as well as the municipality's direct net debt
Debt Limitation — The maximum amount of debt that is legally permitted by a jurisdiction's
charter, constitution, or statutory requirements
Page 20 of 23
Debt Service — The amount necessary to pay principal and interest requirements on outstanding
bonds for a given year or series of years
Debt Service Reserve Fund — The fund into which moneys are placed which may be used to pay
debt service if pledged revenues are insufiicient to satisfy the debt service requirements.
The debt service reserve fund may be entirely funded with bond proceeds, or it may only
be partly funded at the time of the issuance and allowed to reach its full funding
requirement over time, due to the accumulation of pledged revenues. If the debt service
reserve fund is used in whole or part to pay debt service, the issuer usually is required to
replenish the funds from the first available funds or revenues. A typical reserve
requirement might be the maximum aggregate annual debt service requirement for any
year remaining until the bonds reach maturity. The size of the reserve fund, and the
manner in which it is invested, may be subject to arbitrage regulations
Default — The failure to pay principal or interest in full or on time. An actual default should be
distinguished from technical default. The latter refers to a failure by an issuer to abide by
certain covenants but does not necessarily result in a failure to pay principle or interest
when due
Defeasnnce — Providing for payment of principal of premium, if any, and interest on debt
through the first call date or scheduled principal maturity in accordance with the terms
and requirements of the instrument pursuant to which the debt was issued. A legal
defeasance usually involves establishing an irrevocable escrow funded with only cash
and U.S. government obligations
Depository Trust Company (DTC) — A limited purpose trust company organized under the New
York Banlcing Law. DTC facilitates the settlement of transactions in municipal securities
Downgrnde — A reduction in credit rating
Enterprise Activity — A revenue-generating project or business. The project often provides funds
necessary to pay debt service on securities issued to finance the facility. The debts of
such projects are self-liquidating when the projects earn sufficient monies to cover all
debt service and other requirements imposed under the bond contract. Common
examples include water and sewer treatment facilities and utility facilities
Electronic Municipccl Market Access (EMMA) — Effective July 1, 2009, the SEC implemented
amendments to SEC Rule 15c2-12 which approved the establishment by the MSRB of
EMMA, the sole successor to the nationally recognized municipal securities information
repositories with respect to filings made in connection with disclosure undertalcings.
Access to iilings are made free of charge to the general public by the MSRB
Final Official Statement (FOS) — A document published by the issuer which generally discloses
material information on a new issue of municipal securities including the purposes of the
issue, how the securities will be repaid, and the financial, economic and social
characteristics of the issuing government. Investors may use this information to evaluate
the credit quality of the securities
Page 21 of 23
Flow of Funds — The order in which pledged revenues must be disbursed, as set forth in the trust
indenture or bond resolution. In most instances, the pledged revenues are deposited into
a general collection account or revenue fund as they are received and subsequently
transferred into the other accounts established by the bond resolution or trust indenture.
The other accounts provide for payment of the costs of debt service, debt service reserve
deposits, operation and maintenance costs, renewal and replacement, and other
requirements
General Obligation Debt — Debt that is secured by a pledge of the ad valorem taxing power of
the issuer. Also lcnown as a full faith and credit obligation.
Good Faith Deposit — A sum of money given by the Underwriter to assure his bid
Institutional Buyer — Banics, financial institutions, insurance companies, and bond funds
Issunnce Costs — The costs incurred by the bond issuer during the planning and sale of
securities. These costs include but are not limited to financial advisory and bond counsel
fees, printing and advertising costs, rating agencies fees, and other expenses incurred in
the marketing of an issue
Junior Lien Boncls — Bonds which have a subordinate claim against pledged revenues
Letter of Credit — Banlc credit facility whereby a banlc will honor the payment of an issuer's debt,
in the event that an issuer is unable to do so, thereby providing an additional source of
security for bondholders for a predetermined period of time. A letter of credit often is
referred to as an L/C or an LOC, Letter of Credit can be issued on a"stand-by" or "direct
pay" basis
Level Debt Service — When annual payments are substantially the same each year
Line of Credit — Bank credit facility wherein the bank agrees to lend up to a maximum amount
of funds at some date in the future in return for a commitment fee
Man�ger — The member (or members) of an underwriting syndicate charged with the primary
responsibility for conducting the affairs of the syndicate. The managers talce the largest
underwriting commitment
Lead Mana�er or Senior Manager
The underwriter serving as head of the syndicate. The lead manager generally
handles negotiations in a negotiated underwriting of a new issue of municipal
securities or directs the process by which a bid is determined for a competitive
underwriting. The lead manager also is charged with allocating securities among
the members of the syndicate in accordance with the terms of the syndicate
agreement or agreement among underwriters
Joint Manager or Co-Mana�er
Any member of the management group
Page 22 of 23
Municipal Advisory Council of Texas (MAC) — The designated State of Texas Information
Depository as approved by the SEC with respect to filings made in connection with
undertakings
Municipal Securities Rulemaking Bonrd (MSRB) — A self-regulating organization established
on September 5, 1975 upon the appointment of a 15-member Board by the Securities and
Exchange Agreement. The MSRB, comprised of representatives from investment
banlcing iirms, dealer banlc representatives, and public representatives, is entrusted with
the responsibility of writing rules of conduct for the municipal securities marlcet. New
Board members are selected by the MSRB pursuant to the method set for-th in Board rules
Negotinted Sale — A sale of securities in which the terms of sale are determined through
negotiation between the issuer and the purchaser, typically an underwriter, without
competitive bidding
Net Interest Cost — The average interest cost of a bond issue calculated on the basis of simple
interest
Pc�ying Agent — An agent of the issuer with responsibility for timely payment of principal and
interest to bond holders
Preliminary Official Statement (POS) — The POS is a preliminary version of the official
statement which is used by an issuer or underwriters to describe the proposed issue of
municipal securities prior to the determination of the interest rate(s) and offering
prices(s). The preliminary official statement, also called a"red herring", often is
examined by potential purchasers prior to making an investment decision
Present Value — The value of a future amount or stream of revenues or expenditures in current
dollars
Refunding — An advance refunding is a refunding that occurs more than 90 days before the call
date of the refunded bonds, and a current refunding is a refunding that occurs 90 days or
less before the call date. A refunding is a process of selling a new issue of securities to
obtain funds needed to retire existing securities. Debt refunding is done to extend
maturity and/or to reduce debt service cost
Rett�il Buyer — Individual investors
Revenue Bond — A bond which is payable from a specific source of revenue and to which the
full faith and credit of an issuer with taxing power is not pledged. Revenue bonds are
payable from identified sources of revenue, and do not permit the bondholders to compel
a jurisdiction to pay debt service from any other source. Pledged revenues often are
derived from the operation of an enterprise activity. Generally, no voter approval is
required prior to issuance of such obligations
Secondary Market — The marlcet in which bonds are sold after their initial sale in the new issue
market
Page 23 of 23
Senior Lien Bon�ls — Bonds having a prior or first claim on pledged revenues
Seri�l Bontls — A bond issue in which the principal is repaid in periodic installments over the
issue's life
Split t^atings — Different rating levels from different rating agencies
Surety Bond — A bond guaranteeing performance of a contract or obligation
Term Bonds — Term bonds usually refer to a particularly large maturity of a bond issue that is
created by aggregating a series of maturities. A provision is often made for the
mandatory redemption of specified amounts of principal during several years prior to the
stated maturity, which effectively simulates serial bonds
True Interest Cost (TIC) — An expression of the average interest cost in present value terms.
The true interest cost is a more accurate measurement of the bond issue's effective
interest cost and should be used to ascertain the best bid in a competitive sale
Varinble Rate Bond — A bond on which the interest rate is reset periodically, usually no less
often than semi-annually. The interest rate is reset either by means of an auction or
through an index
Upgrade — An increase in credit rating
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Finance
ACM: Bryan Langley ���-�
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse
expenditures from the unreserved fund balance of the General Fund with Certificates of Obligation
with an aggregate maximum principal amount equal to $2,961,218 to facilitate the purchase of
General Fund vehicles and equipment, and providing an effective date.
BACKGROUND
The FY 2012-13 Capital Improvement Program Budget includes provisions for the replacement or
purchase of new vehicles and equipment. Vehicles and equipment are purchased with Certificates
of Obligation, which are sold in conjunction with a Capital Improvement Program bond sale. The
City of Denton's next Capital Improvement Program bond sale is scheduled to occur in Apri12013.
Due to necessary lead times in the purchase of vehicles and equipment, Fleet Services would lilce to
initiate this purchase prior to the sale of the Certificates of Obligation. The purchase will be made
out of the unreserved fund balance of the General Fund, and with the approval of the ordinance,
these funds will be reimbursed once the Certificates of Obligation are sold. The total expenditure
for the purchase of vehicles and equipment in the General Fund is $2,961,218. The list provided in
the ordinance as attachment "A" details the vehicles and equipment that will be purchased.
Vehicles and equipment scheduled for replacement must meet or exceed the City's Fleet
Replacement Criteria (see Exhibit 1). In general, vehicles and equipment are recommended for
replacement to avoid increased costs associated for maintenance and fleet downtime. For FY 2012-
13, the fleet purchases are for the replacement of existing vehicles and equipment with the
exception of four fleet additions that were approved in the budget process. The fleet additions are a
piciciip tnicic to support a new inspections position in the Building Inspections department, a new
ambulance to support a medic unit and a new picictip tnicic for a new fire inspector position in the
Fire department, and a new dump tnicic for the Street department. Below is a brief summary of the
proposed fleet acquisitions (all units being replaced meet or exceed the fleet replacement criteria):
➢ Parks — A total of seventeen (17) vehicles and equipment are scheduled to be replaced to
support the landscaping, recreation, and parlcs maintenance divisions with their operations.
➢ Police and Animal Control- Pursuit/Patrol vehicles will be replaced with seven (7) large sports
utility vehicles (3) sedans, two (2) piciciip tnicics and two (2) motorcycles for a total purchase
of fourteen (14) vehicles.
➢ Fire — A total of five (5) vehicles are recommended, including the addition of a new ambulance
to support an additional medic unit, and a new piciciip tnick for a new fire inspector position.
➢ Building Inspections — A total of four (4) vehicles are recommended, including the addition of
a piciciip tnick for a new inspections position.
Agenda Information Sheet
Page 2
November 6, 2012
➢ Streets - In total, six (6) vehicles are recommended for purchase; four (4) are dump tnicics and
two (2) are utility tnlcics.
In total, forty-six (46) vehicles and pieces of equipment are recommended for replacement,
including four (4) new vehicles to support operations in Fire, Building Inspections, and Streets.
Following the approval of the reimbursement ordinance, staff will submit separate items for the
purchase of each of the vehicles and equipment mentioned above.
PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISIONS)
None
FISCAL INFORMATION
This ordinance will allow the Certificates of Obligation to reimburse the General Fund in the
amount of $2,961,218. The purchase of these vehicles was included in the FY 2012-13 Adopted
Budget.
EXHIBITS
1- Fleet Replacement Criteria
2- Ordinance
Respectfully submitted:
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Michelle McCallum
Budget and Municipal Court Manager
EXHIBIT 1
VEHICLE �IIUGESTEC� REPLA�EMENT �FtITEFtIA S�MEC�IILE
`���� Rew����d fc�r FY '�2-�3 ��
TYPE Estimazea► usefu! MIL,E� c�r
Equipmen:t ,& �/�hi�le Life / Y�e�r.s
5 Years
Backhoe 7,500 Hr.
Refuse Truck & Street Sweeper 150,000 Mi./4,545 Hr
6 Years
Mower: Riding & Walking 3,000 Hr.
Tractor: Mower, light 6,000 Hr.
ATV, Gator 5,000 Hr.
Concrete Saw 5,000 Hr.
Roller: All types 6,000 Hr.
8 Years
Car: Full, Mid, Compact 100,000 Mi.
Suburban, SUV 100,000 Mi.
Van: All types 100,000 Mi.
Truck: Flushing 150,000 Mi.
*8 Years
*Replacement will be based on current Market
Loader: Track & Wheel 10,000 Hr.
Motorgrader, Trencher, Trackhoe, Dozer 10,000 Hr.
Scraper, Compactor (Landfill) 10,000 Hr.
Tractor: Mower, heavy 7,000 Hr.
8/10 Years
Truck: Pick-up, all tonnage & types (Gas / Diesel) 100,000 / 150,000 Mi.
10 Years
Truck: 5th Wheel, Tank, Dump, Haul 150,000 Mi.
Truck, Aerial Bucket (Utility) 6,000 Hr.
Paving Equipment, Crane, Boring Machine 7,000 Hr.
Chipper, Sprayer, Shredder, Mulcher, Aerator, Auger > 7,500 Hr. if inetered or as needed
15 Years
Generator, Air Compressor, Welder, Cutter > 7,500 Hr. if inetered or as needed
Forklift 7,500 Hr.
Scarab (Beneficial Reuse) 7,500 Hr.
Sand Spreader As Needed
Trailer: All types As Needed
Emerqencv Vehicles (Police & Fire) Years Mileaqe/Hours
Motorcycle 4 40,000 Mi.
Police Ops-Patrol Car (Take Home) 5 75,000 Mi.
Police Support / Investigative Svcs. Car 6 100,000 Mi.
SUV (FD & PD only) 8 100,000 Mi.
Truck& Special Support unit 10 100,000 Mi. / 7,000 Hr.
Ambulance, Front-Line / Reserve 4/ 7 6,000 Hr. / 8,000 Hr.
Truck, Aerial Platform 15 8,000 Hr.
Quint, Front-Line / Reserve 10 / 12 6,000 Hr. / 8,000 Hr.
Engine, Pumper, Front-Line / Reserve 10 / 12 6,000 Hr. / 8,000 Hr.
Truck, Brush 12 7,000 Hr.
S:ALegal\O�ir poc�iments\Ordinance;s\12\Reimbursement-Gen Fdu�d Vehicles.doc
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S�C�'I�N 3. The fc�r�going r�ot�vithsianding, no tax�exempt obligaiion will be issued
pursuant tc� this Ordir�ailce more than thre� years after the date any expenditur� which is to b�
reimbursed is paid.
SECT'IC?IV 4. This Ordinance shall beco�ne effective immediately �pan its passag� and
approval.
S:ALegal\Our U�curnenCs\OrdinancesU2\R�rmbursemeni-Gen Fund Vchicles,doc
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JENNIF'ER VJAL'TEI2S, CITZ' SECI�ETAFZY
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C1�p�Div Y��r 09d �e�croptian h���ne ��scri�tiara Arc��aant E�t�r��te
Animal Services 2001 FORD F150 1/2 tan Picl<up 3/4 Ton w/ Animal Box $ 45,000
Bldg Inspect 2001 FORD F150 1/2 ton Picl<up 1/2 Ton Ext Cab Picl<up 25,000
Bldg Inspect 2001 FORQ F150 1/2 ton Pickup 1/2 Ton Ext Cab Pickup 25,000
Bldg Inspect 2001 FdRD F150 1/2 ton Picl<up SUV - Equinox or similar 25,000
6ldg Inspect NEW 1/2 Ton Ext Cab Pickup 25,000
Fire/Ops 2005 FORD F350 Ambulance FdRD F350 Ambulai�ce 235,578
Fire/Ops 2007 FORD F350 Ambulance FORD F350 Ambulance 235,57�
Fire/Ops 2008 FORD F350 Ambulance FORD F350 Ambulance 235,578
Fire/Ops NEW FORD F350 Ambulance 235,578
Fire/Ops NEW Pick up w/ Equipment 30,000
Parks Adm 1999 FORD Taurus Chev Equinox 25,000
Parl<s/Athl 1999 JOHN DEERE Tractor Compatible w/ bucket � forks 85,000
Parl<s/Athl 2007 TORO Tractor Toro 580D w/ canapy 86,000
Pari<s/Cnst 1999 REDI Trailer Trailer forDitchwitch RT40 Trencher 24,000
Parks/Cnst 2000 FORD F250 Pickup 3/4 Ton Ext Cab Picl<up - Gas 2$,000
Parl<s/Cnst 2001 FORD F550 1 Ton Diesel PU w/ Util bed & pipe racl< 4�,000
Parks/Land 1989 BIG JOHNS Tree Spade 3/4 Ton Ext Cab Picl<up - Gas 28,000
Parks/Land 1998 PETERBILT Trucl< F550 - 2 Ton Truck 51,p00
Parks/Land 1997 FORD 3/4Ton Regular Cab 3/4 Ton Ext Cab Pickup - Gas 28,000
Parl<s/Land 2000 FORD F250 Ext Cab Diesel 3/4 Ton Ext Cab Pickup - Gas 28,000
Parl<s/Land 2001 FORD F250 Ext Cab Diesel 3/4 Ton Ext Cab I�ickup - Gas 28,000
Parks/Main 2001 FORD F450 1 ton Dually Crew Cab Diesel 51,000
Parks/Main 2004 GRASSHOPPER Mower Grasshopper 62" cut mower 14,000
Parl<s/fVlain 2008 TORO Mower Toro 58QD 4WD w/ canopy 85,944
Parl<s/ Rec 1997 CHEV ASTRO VAiV 15 PASSENGER VAN 2$,000
Parks/ Rec 1997 CHEV ASTRO VAIV 15 PASSEIVGER VP,fV 28,000
Parl<s/ Rec 1997 CHEV ASTRO VAN 15 PASSEPVGER VAIV 28,000
PD Ops 1991 CHEV 1/2 Tan Picl<up 1/2 Ton Picl<up 22,000
PD Ops 1999 CHEV Impala Chev Impala 20,000
PD Ops 2006 FORD Crown Victoria Patrol Chev Tahoe w/ Police Pacl<age 52,315
PD Ops 2007 FORD Crown Victoria Patrol Chev Tahoe w/ Police Pad<age 52,315
PD Ops 2007 FORD Crown Victoria Patrol Chev Tahoe w/ Police Pad<age 52,315
PD Ops 2007 FORD Crown Victoria Patrol Chev Tahoe w/ Police Pacl<age 52,315
PD Ops 2007 FORD Crown Victoria Patrol Chev Tahpe w/ Police Pacl<age 52,315
PD Ops 2007 FORD Crown Victoria Patrol 4-Dr Sedan w/ Police Pacl<age 48,615
PD Ops 2007 FORD Crown Victoria Patrol Chev Tahoe w/ Police Package 52,315
PD Ops 2007 FORD Crown Victoria Patrol Chev Tahoe w/ Police Pacl<age 52,315
PD Ops 2007 FORD Crown Victoria Patrol 4-Dr Sedan w/ Police Package 48,615
PD Ops 2008 BMW Police Motorcycle Motorcycle w/ Police Pacl<age 34,965
PD Ops 2009 BMW Police Motorcycle Motorcycle w/ Police Package 34,965
Streets 2003 Freightliner Dump Trucl< 10 yd Dump Trucl< 139,000
Str2ets 2003 Freightliner Dump Truck 12 yd Dump Truck 147,000
Streets 2003 Freightliner Dump Truck 12 yd Dump Truck 147,000
Streets 2003 FORD F550 2 Tan Truck 2 Ton Util Truck 55,000
Streets 1999 FORD F550 2 Ton Truck 2 Ton Util Trucl< 55,000
Streets NEW 12 yd Dump Truck 147,000
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AGENDA DATE
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
November 6, 2012
Materials Management
Bryan Langley ���
��4111II,"�tl;"II IIu �'"h�,j',tl"II"Iltl� ;q tl„�,
Questions concerning this
acquisition may be directed
to Terry Kader at 349-8729
Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his
designee to execute a contract with the Houston-Galveston Area Council of Governments (H-
GAC) for the acquisition of four ambulances for the City of Denton Fire Department; and
providing an effective date (File 5080-Purchase of Four Frazer Type I Ambulances awarded to
Knapp Chevrolet in the amount of $636,500).
FILE INFORMATION
During the Fiscal Year 2012-2013 budget process, the City of Denton Fire Department
recommended an increase in their current service level from four to five ambulances to be in
service at any given time. City Council approved increased staffing and the purchase of one new
ambulance. Currently, a reserve ambulance is being used as a frontline ambulance until the new
one is built and equipped.
Replacement of fire apparatus is based on the evaluation of several criteria including hours,
mileage, and maintenance. These criteria are translated into a point system by the City's Fleet
Services Division. The replacement criteria for ambulances are 48 months for frontline service
and 84 months in a reserve capacity. This acquisition includes the replacement of three
ambulances and the addition of one ambulance as part of the increased service program. These
purchases are the results of closely coordinated efforts between Fleet Services and the Fire
Department to ensure that vehicles and equipment are replaced in a timely manner. In addition,
this ensures that the Fire Department emergency response capability operates as effectively as
possible. The new ambulances have to be built and the manufacturer estimates the equipment can
be ready for service within six to nine months.
The new ambulances will enter frontline service as replacements for units FD0829, FD0830 and
FD1015. Two of the existing ambulances will then enter reserve status replacing FD0521 and
FD7109. Ambulances FD0829, FD0521, and FD7109 will then be auctioned due to high
maintenance and repair costs. The ambulances to be auctioned have accumulated the noted hours
of service and life to date maintenance costs as shown below:
LTD
UNIT # MTNCE HOURS
FD0521 $36,060 6,570
FD7109 $41,121 5,286
FD0829 $39,253 7,085
Agenda Information Sheet
November 6, 2012
Page 2
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
Council approved the Fiscal Year 2012-2013 Vehicle Replacement Schedule through adoption of
the Fiscal Year 2012-2013 Annual Operating Budget.
RECOMMENDATION
Staff recommends the approval of the purchase of four ambulances through H-GAC contract
AM04-12 from Knapp Chevrolet in the amount of $636,500. In addition to this amount,
approximately $305,812 will required for the purchase of associated equipment needed to
properly configtire the vehicles. These expenses will be paid through separate purchase orders,
and depending on the amount, a separate City Council action will be required to approve these
purchases.
PRINCIPAL PLACE OF BUSINESS
Knapp Chevrolet
Houston, TX
ESTIMATED SCHEDULE OF PROJECT
The purchase and delivery of the equipment will occur within 275 days of purchase order
issuance.
FISCAL INFORMATION
Council will consider adoption of a reimbursement ordinance on November 6 declaring its intent
to issue certificates of obligation for the purchase of these vehicles.
EXHIBITS
Exhibit 1: H-GAC Price Quote from Knapp Chevrolet
Respectfully submitted:
�
�. ��~.
Antonio Puente, Jr., 349-7283
Assistant Director of Finance
Exhibit 1
CONTRACT PRICING WORKSHEET Contract Date
No.: AM04-12 pre ared: 10/04/12
� � For MOTOR VEHICLES Only p`
This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both the PO and the
Worksheet MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.
Buyin; De1�to1� Fire De �ihnel�t contractor: K11a Chevrolet uote 7701C-IIGAC
1�,enc,y: p` � pp Q
Contaet Mol�ty F'eny Prepared Bob Flal�ders
Person: B,y:
Phone: 940-349-7319 Phone: 713-228-4311
Fax: 940-349-7122 Fax: 713-331-3024
Emai�: monty.perry(�r;cityofdenton.com Emai�: bflanders(ci,knappchevy.com
Prod°`r KL)02 ��s�r�pt�on: Type I 12' on Chevrolet C3500 L)iesel L)RW Cab/Chassis, Gen Pwrd Mod
cod�:
. Product ltem Base Unit Price Per Contractor's H-GAC Contract: $122,000.0(
. Published Uptions - ltemize below - Attach additional sheet(s) if necessary - lnclude Uption Code in description if applicable.
Note: F�zblished Options are options which were snbinitted and priced in Contractor's bid.)
Description Cost Description Cost
460-Gial�l�il�g air suspel�siol� system for Chevy C3500/C3500 $6,500.00 7983-Cabillet aft of CF'R seat ol� 12' ul�it $900.0(
4-IIeat shieldil�g for diesel chassis $1,500.00 1035-El�gel 15 qt Refrigeiator with a hasp ol� the statiol�aiy poi $900.0(
1630-Col�spicuity ol� the el�tire rear of the �nodule il�cludil�g the $1,500.00 908-Blue EVS captail�'s chair with built-il� child safety seat $700.0(
1606-Sh-ipil�g al�d letteril�g-$2300 $2,300.00 938-Double Squad bel�ch cabil�et w/ paddil�g ol� el�d $600.0(
683-Dual 20A Kuss�naul auto eject shore power receptacles w� $850.00 6838-Large aciylic holder split il�to two parts staciced above the $450.0(
299-3M Optico�n ol� the frol�t wall (latchil�g) $1,800.00 948-22 pocicet aciylic orgal�izer above squad bel�ch (was F'D1) $450.0(
1388-F'rovide a Sh-ylcer al�tler al�d bar $700.00 9383-(x2)Il�stall a s�nall �nap holder ol� the passel�ger side of th � $300.0(
1356-F'rovide a Sh-ylcer F'ower-F'RO XT cot Il�clude left hal�d r� $13,849.00 549-(2) large alu�nil�u�n �nap holders $350.0(
� 329-Buell 10" air hon� $400.00 1490-A1n-o bil�s-48 s�nall al�d 6 large-blue $350.0(
724-Moul�t the air hon� eo�npressor below the frol�t I/O $800.00 1207-Fen�o Lifepalc 12/15 braelcet �noul�ted ol� aetiol� wall $800.0(
673-Fedeial Sigl�al F'A300 il� col�sole il� lieu of stal�dard $150.00 Subioial Trom Addiiional Sheei(s): $2,100.0(
689-Fedeial Sigl�al F'A300 il� col�sole $600.00 Subioial B: $38,849.0(
'. Unpublished Uptions - ltemize below / attach additional sheet(s) if necessary.
Note: Unpnblished options are iteins which were not snbinitted and priced in Contractor's bid.)
Description Cost Description Cost
ouble blal�lc il�sert $101.00
Subtotal Trom Additional Sheet(s):
Subtotal C: 101
Check: Total cost of Ul�published Optiol�s (C) cal�l�ot exceed 25% of the total of the Base Ul�it Tor ihis iransaciion ihe erceniaQe is: 0%
F'rice plus F'ublished Optiol�s (A�I����B). p �'
. Total Cost Before A�iy Applicable Trade-Li / Otlier Allowa�ices / Discou�its (A+B+C)
Quantity Ordered: 4� X Subtotal of A+ B+ C: $160,950.00 = Subtotal L): $643,800.00
+. H-GAC Order Processiug Cliarge (Amou�it Per Curre�it Policy) Subtotal �: $1,000.0(
�. Trade-Lis / Special Discou�its / Otlier Allowa�ices / Preiglit / Listallatio�i / Miscella�ieous Cliarges
L)escription Cost L)escription Cost
(x4)Lighting upgrade credit ������"���„.��U�U.�U�U
Subtotal T: -830(
Delivery Date: G. Total Purchase Price (D-i-E-i-F): �636,soo.o�
CONTRACT PRICING WORKSHEET Contract Date
No.: AM04-12 pre ared: 10/04/12
� � For MOTOR VEHICLES Only p`
This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both the PO and the
Worksheet MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.
Buyin; Del�tol� Fire De �ihnel�t contractor: K11a Chevrolet
1�,enc,y: p` � pp
Contaet Mol�ty F'eny Prepared Bob Flal�ders
Person: B,y:
Phone: 940-349-7319 Phone: 713-228-4311
Fax: 940-349-7122 Fax: 713-331-3024
Emai�: monty.perry(�r;cityofdenton.com Emai�: bflanders(ci,knappchevy.com
Produet
Code: Deseription:
. Product ltem Base Unit Price Per Contractor's H-GAC Contract:
. Published Uptions - ltemize below - Attach additional sheet(s) if necessary - lnclude Uption Code in description if applicable.
Note: F�zblished Options are options which were snbinitted and priced in Contractor's bid.)
Description Cost Description Cost
)801-(x4)Lightil�g �nodificatiol� fro�n base (each) $2,000.00
1001-Add 1" F'owder Coated lip to shelf of 12' I/O $50.00
1002-Add 1" F'owder Coated lip to bottom of 12" I/O $50.00
Subtotal Trom Additional Sheet(s):
Subtotal B: 210(
'. Unpublished Uptions - ltemize below / attach additional sheet(s) if necessary.
Note: Unpnblished options are iteins which were not snbinitted and priced in Contractor's bid.)
Description Cost Description Cost
Subtotal Trom Additional Sheet(s):
Subtotal C: (
Check: Total cost of Ul�published Optiol�s (C) cal�l�ot exceed 25% of the total of the Base Ul�it Tor ihis iransaciion ihe erceniaQe is: 0%
F'rice plus F'ublished Optiol�s (A�I����B). p �'
. Total Cost Before A�iy Applicable Trade-Li / Otlier Allowa�ices / Discou�its (A+B+C)
Quantity Ordered: � X Subtotal of A+ B+ C: 2100 = Subtotal L): (
+. H-GAC Order Processiug Cliarge (Amou�it Per Curre�it Policy) Subtotal �:
�. Trade-Lis / Special Discou�its / Otlier Allowa�ices / Preiglit / Listallatio�i / Miscella�ieous Cliarges
L)escription Cost L)escription Cost
Subtotal T: (
Delivery Date: G. Total Purchase Price (D-i-E-i-F): �
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR
HIS DESIGNEE TO EXECUTE A CONTRACT WITH THE HOUSTON-GALVESTON
AREA COUNCIL OF GOVERNIVIENTS (H-GAC) FOR THE ACQUISITION OF FOUR
AMBULANCES FOR THE CITY OF DENTON FIRE DEPARTMENT; AND PROVIDING
AN EFFECTIVE DATE (FILE 5080-PURCHASE OF FOUR FRAZER TYPE I
AMBULANCES AWARDED TO KNAPP CHEVROLET 1N THE AMOUNT OF $636,500).
WHEREAS, pursuant to Ordinance 95-107, the Houston-Galveston Area Council of
Government (H-GAC) has solicited, received, and tabulated competitive bids for the purchase of
necessary materials, equipment, supplies, or services in accordance with the procedures of state
law on behalf of the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended
that the herein described materials, equipment, supplies, or services can be purchased by the City
through the Houston-Galveston Area Council of Government (H-GAC) programs at less cost
than the City would expend if bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the materials, equipment, supplies, or services approved and
accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered file for materials,
equipment, supplies, or services, are hereby approved.
FILE
N [_JIVIBER VENDOR AMOUNT
5080 H-GAC/Knapp Chevrolet $636,500
SECTION 2. By the acceptance and approval of the above numbered items set forth in
the referenced file, the City accepts the offer of the persons submitting the bids to the H-GAC for
such items and agrees to purchase the materials, equipment, supplies, or services in accordance
with the terms, conditions, specifications, standards, quantities and for the specified sums
contained in the bid documents and related documents filed with the H-GAC, and the purchase
orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the attached purchase orders wish to enter into a formal written agreement as a result of
the City's ratification of bids awarded by H-GAC, the City Manager or his designated
representative is hereby authorized to execute the written contract; provided that the written
contract is in accordance with the terms, conditions, specifications and standards contained in the
Proposal submitted to H-GAC, quantities and specified sums contained in the City's purchase
orders, and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to talce any actions that may be required or permitted to be performed by the City of
Denton under File 5080 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated items, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance
with the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this day of , 2012.
MARK A. BLJRROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I:•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�� �
_.m ��'-�" ,%�� .,.-
BY:
3-OFtD-File 5080
AGENDA DATE:
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
November 6, 2012
Materials Management
Bryan Langley ����
tl;�µ111II,"�tl*II.IIu �'"h�j!�tl*IC.IItl� ;'q II..�
Questions concerning this
acquisition may be directed
to Terry Kader at 349-8729
Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his
designee to execute a contract through the Buy Board Cooperative Purchasing Networlc for the
acquisition of four dump tnicks for the City of Denton Streets Department; and providing an
effective date (File 5098-Purchase of Four Dump Tnicks for City of Denton Streets Department
awarded to Rush Tnicic Center, Crane in the amount of $534,108).
FILE INFORMATION
This item is for the purchase of three (3) dump tnicics that will replace existing vehicles for the
Streets Department, along with one (1) new dump tnick associated with the addition of new road
crew approved in the FY 2012-13 Budget. The replacement dump tnicics were included in the
Fiscal Year 2012-13 Vehicle Replacement Plan and also approved in the Fiscal Year 2012-13
Budget. Four 2013 Peterbilt Model 348 PX8 dump tnicics will be purchased through the Buy
Board Cooperative Purchasing Networlc contract number 358-10 in the amount of $133,527
each. These tnicks meet the latest Tier 4 engine specifications from the Environmental
Protection Agency (EPA).
Comparison pricing was obtained from the inter-local purchasing networlc vendor, Rush Tnicic
Center, Crane of San Antoniq Texas, for its non-contract pricing. It was three percent (3%)
higher than the Buy Board contract pricing. The vehicles are not available from local
dealerships. The quote comparison is attached as Exhibit 2.
RECOMMENDATION
Staff recommends the approval of the purchase of four (4) dump tnicks for the City of Denton
Streets Department through the Buy Board Cooperative Purchasing Network to the vendor listed
below for a total award amount of $534,108. In addition to this amount, approximately $45,892
will required for the purchase of associated equipment needed to properly configtire the vehicles.
However, due to the amount, these expenses will be paid through separate purchase orders and
do not require separate action by the City Council.
PRINCIPAL PLACE OF BUSINESS
Rush Tnicic Center, Crane
San Antonio, TX
Agenda Information Sheet
November 6, 2012
Page 2
ESTIMATED SCHEDULE OF PROJECT
The purchase and delivery of the vehicles will occur within 180 days of purchase order issuance.
FISCAL INFORMATION
Council will consider adoption of a reimbursement ordinance on November 6 declaring its intent
to issue certificates of obligation for the purchase of these vehicles.
EXHIBITS
Exhibit 1: Price Quote
Exhibit 2: Quote Comparison
Respectfully submitted:
�
�. ��~.
Antonio Puente, Jr., 349-7283
Assistant Director of Finance
1 =AIS-File 5098
TM
TRUCK CENTERS
Denton, City of
901-B Texas St
Denton, TX 76201-4354
940-349-7100
Terry Kader
Rush Truck Center, Crane
PO Box 200105
San Antonio, TX 78220
877-661-4511
Exhibit 1
Customer Proposal Letter
Buy Board Quote
Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business
needs. Please accept the following proposal.
Make Peterbilt Model 348 Year 2013 Stock Number To Be Determined
Additional Vehicle and Accessories Description To be delivered on or about 1/31/2013
Spec 11-007 New 2013 Peterbilt model 348 PX8 with Allison, 20k front axle, 46k rear axle double frame. Includes quoted OX Dump Body Includes
Engine Plan 1 5/200K engine and 5/200k Paccar warranty. Allison 5 yr Warranty. Terms Net 30 days from delivery of completed truck. Available on
BuyBoard bid # 358-10
Quantity
Truck Price per Unit
F.E.T. (Factory & Dealer Paid)
Net Sales Price
Optional Extended Warranty(ies)
State Sales Tax
License, License Transfer, Registration Fee
Documentary Fee
Administration Fee
Vehicle Inventory Tax
Additional Taxes
Tire Recycling Program
Battery Disposal Fee
Out of State Vehicle Fee
Rebate(s)
Total Sales Price (Including Rebate(s))
4
$124,452.00
$0.00
$124,452.00
$9,025.00
$50.00
$133,527.00
Tota I
$497,808.00
$0.00
$497,808.00
$36,100.00
$200.00
$534,108.00
Trade Allowance (see DISCLAIMER Below) $0.00
Sales Representative Hollowav. Hal
signature printed name
Purchaser
Accepted by Sales Manager or
General Manager
Quote good until 11/16/2012
signature
title
signature
printed name
date
printed name
Note: The above Customer Proposal is a quotation only. Sale terms subject to approval of Sales Manager of Dealer.
DISCLAIMER: Any order based on this Proposal subject to Customer executing Dealer's standard form Retail Purchase Order incorporating above terms. Any documentary fees, state tax, title, registration and
license fees subject to adjustment and change. Actual F.E.T. to be paid by Dealer, subject to adjustmenL Any F.E.T. variance will be responsibility of Dealer. Manufacturer has reserved the right to change the
price to Dealer of any vehicle not currently in Dealer's stock, without notice to Dealer_ If Quoted Vehicle(s) not currently in Dealer's stock, Dealer reserves right to change Quotation Total to reflect any price
increases from Manufacturer. This Proposal is based upon Dealer's current and expected inventory, which is subject to change. Dealer not obligated to retain any specific vehicles in stock, nor maintain any
specific inventory level_ Dealer shall not be obligated to fulfill Proposal in event quoted vehicle(s) not in stock or available within requested delivery schedule at time Proposal accepted_ Dealer shall not be
liable for any delay in providing or inability to provide Quoted Vehicle(s), where such inability or delay is due, in whole or in part, to any cause beyond the reasonable control of Dealer or is without the gross
negligence or intended misconduct of Dealer_ Above listed Trade Value based upon current appraisal of Trade Vehicle(s)_ Dealer may adjust Trade Value of Trade Vehicle(s) to reflect changes in condition
and/or mileaae of Trade Vehicle(s) between date of current appraisal and acceptance of this Proposal bv Customer.
Printed on 10/16/2012 at 9:31 PM.
Exhibit 2
QUOTE COMPARISON
STREETS DUMP TRUCK
FILE #5098
DESCRIPTION BUY BOARD NON-CONTRACT PRICING
Contract # #358-10
2013 PETERBILT 348 CHASSIS 2013 PETERBILT 348 CHASSIS
OX DUMP BODY OX DUMP BODY
Model #348 PX8 Model #348 PX8
Options: Options:
Listed in detail on quote. Highlights below: Listed in detail on quote. Highlights below:
Allison 3000 RDS-P Auto Trans Allison 3000 RDS-P Auto Trans
50 gal Fuel Tank 50 gal Fuel Tank
20 Ply 315/80R22.5 XZUS2 Tires 20 Ply 315/80R22.5 XZUS2 Tires
Aluminum Wheels Aluminum Wheels
Air Ride Driver Seat; non Air Ride Passenger Seat Air Ride Driver Seat; non Air Ride Passenger Seat
Base Price $ 124,452.00 $ 128,821.24
Options (listed) $ 9,025.00 $ 9,025.00
w/ Ox Dum Bod $ - $ -
Truck Cost $ 133,477.00 $ 137,846.24
Documenta Fee $ 50.00 $ 50.00
Subtotal by vehicle $ 133,527.00 $ 137,896.24
Qt ordered 4 4
Subtotal of cost $ 534,108.00 $ 551,584.96
Total of purchase $ 534,108.00 $ 551,584.96
PRICE DIFFERENCE $ 17,476.96
Difference % 3%
Vendor: Rush Truck Center,Crane Rush Truck Center,Crane
PO Box 200105 PO Box 200105
San Antonio, TX 78200 San Antonio, TX 78200
Hal Holloway Hal Holloway
HollowavH a(7.RushEnt�rpris�s.com HollowavH a(7.RushEnt�rpris�s.com
817-907-1094 817-907-1094
10/22/2012 3-BU-File 5098.XLSDUMP TRUCKS
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR
HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD
COOPERATIVE PURCHASING NETWORK FOR THE ACQUISITION OF FOUR DUMP
TRUCKS FOR THE CITY OF DENTON STREETS DEPARTMENT; AND PROVIDING AN
EFFECTIVE DATE (FILE 5098-PURCHASE OF FOUR DLJIVIP TRUCKS FOR CITY OF
DENTON STREETS DEPARTMENT AWARDED TO RUSH TRUCK CENTER, CRANE IN
THE AMOLTNT OF $534,108).
WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing
Network has solicited, received, and tabulated competitive bids for the purchase of necessary
materials, equipment, supplies, or services in accordance with the procedures of state law on
behalf of the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended
that the herein described materials, equipment, supplies, or services can be purchased by the City
through the Buy Board Cooperative Purchasing Networlc programs at less cost than the City
would expend if bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the materials, equipment, supplies, or services approved and
accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
N [_JIVIBER VENDOR AMOUNT
5098 Rush Tnicic Center, Crane $534,108
SECTION 2. By the acceptance and approval of the items set forth in the referenced file
number, the City accepts the offer of the persons submitting the bids to the Buy Board
Cooperative Purchasing Networlc for such items and agrees to purchase the materials, equipment,
supplies, or services in accordance with the terms, conditions, specifications, standards,
quantities and for the specified sums contained in the bid documents and related documents filed
with the Buy Board Cooperative Purchasing Networlc and the purchase orders issued by the
City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the referenced file number wish to enter into a formal written agreement as a result of the
City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City
Manager or his designated representative is hereby authorized to execute the written contract
which shall be attached hereto; provided that the written contract is in accordance with the terms,
conditions, specifications and standards contained in the Proposal submitted to the Buy Board
Cooperative Purchasing Networlc, and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to talce any actions that may be required or permitted to be performed by the City of
Denton under File 5098 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuant
thereto as authorized herein
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this day of , 2012.
MARK A. BLJRROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I:•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�� �
_.m ��'-�" ,%�� .,.-
BY:
4-OFtD-File 5098
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Finance
��
ACM: Bryan Langley
SUBJECT
tl�'µ111"'II"'�tl*IIIIu �'"h�,�2�tl;;"Illltl.�.,q II:,,,,
Consider approval of a resolution nominating members to the Appraisal Review Board of the
Denton Central Appraisal District; and declaring an effective date.
BACKGROUND
The Appraisal Review Board (ARB) is a body specifically charged with the responsibility of
reviewing protested appraisal records. They meet primarily between May and July and as needed
thereafter. Members of the ARB serve two-year staggered terms. Approximately half the
member's terms expire each year. Terms begin January 1. Nominations to this Board are
provided by the taxing jurisdictions and appointed by the Denton Central Appraisal District
(DCAD) Board of Directors by a majority vote. The City Council may submit as many
nominations as they desire.
A brief summary of qualifications for appointment to the ARB with a list of the eight members
whose terms will expire in December 2012 is provided for your consideration. With these
reappointments, the ARB will have a total of eighteen members and the Board can have up to
twenty members. As such, the DCAD Board of Directors is requesting nominations for these
two additional positions. After receiving the nominations from the taxing jurisdictions, the Board
of Directors is scheduled to malce their selection during their December meeting.
The resolution includes nominations for the eight existing ARB members that can be re-
appointed to their positions. These eight members are: Joanne Bastian, John Greenslade,
Dorothy Tniex, Stephanie Bailey, George Pryor, Robert Warner, Joseph Williams, and Clarence
Salmon. If the City Council would like to alter these recommendations, or include additional
nominations, this item can be removed from the consent agenda to receive City Council
direction.
FISCAL INFORMATION
There is no fiscal impact to the City.
Agenda Information Sheet
November 6, 2012
Page 2
EXHIBITS
Appraisal Review Board Information
Resolution
Respectfully submitted:
�__-;�
��
r
� �
Bryan Langley
Assistant City Manager
TO:
FROM:
DATE:
SUBJECT:
DENTON CENTRAL APPRAISAL DISTRICT
3911 MORSE STREET, P O Box 2816
DENTON, TEXAS 76202-2816
MEMO
All Jurisdictions
DCAD Board of Directors
October 5, 2012
Candidates for Appraisal Review Board
The Board of Directors of the Denton Central Appraisal District is requesting candidates
for possible appointment to the Appraisal Review Board.
We have enclosed the qualifications for appointment to the Appraisal Review Board.
Please return your Candidate List by October 31, 2012. All candidates will be mailed an
application. The Board of Directors will make their decision at their December meeting.
If you have any questions please call Kathy Williams at (940) 349-3974.
PHONE: (940) 349-3800 METRO: (972) 434-2602 FAX: (940) 349-3801
October 5, 2012
APPRAISAL REVIEW BOARD
Appraisal Review Board (A.RB1 Meetin�
Beginning in January, the ARB will meet on the third Wednesday of each month (except in May,
June, and July). Meetings are held at the of�ces of Denton CAD.
ARB reappraisal hearings will start on a daily basis, as needed, from late May until the
appraisal roll is approved usually in late July. Meetings will normally be from 8:00 A.M. to
5:00 P.M. Currently the ARB meets one night a week in May, June and July.
Qualifications
To serve on the ARB, you must have lived in Denton County for at least two years before taking
office. You do not need any special qualifications. The Comptroller's of�ice will provide a course
for training ARB members. All ARB members must complete the course to participate in ARB
hearings.
Persons Ineli ig ble
1. Those who have served all or part of three previous terms on the ARB.
2. Current or former members of the Board of Directors, officers, or employees of the
appraisal district.
3. Those who serve or have served as a member of the governing body or officer of a
taxing unit for which the appraisal district appraises property, until the 4`h anniversary
of the date the person ceased to be a member or officer. (Our attorney has interpreted
an officer to be a member of a Planning and Zoning Board, a member of a Zoning
Board of Adjustments, an election of�icial or any other of�cer that has decision-
making authority for any entity that the Appraisal District serves).
4. Those who have ever appeared before the ARB for compensation or if a relative
appears, or their work product is used before the ARB for compensation.
5. Employees of the Comptroller's Of�ce or a taxing unit.
6. Those who contraci with the appraisal district or witn a taxing unit that participates in
the appraisal district. Also, if the person or a business entity in which the person has
substantial interest contracts with the appraisal district or a taxing unit that participates
in the appraisal district.
7. Those with Delinquent Property Taxes.
Appointment
The Board of Directors will appoint ARB members by a majority vote and record their decision in
a resolution. Terms begin January 1, 2013. Members serve two-year staggered terms;
approxunately half of the member's terms expire each year.
ARB Com�ensation
The ARB receives $87.50 for a half day or $175.00 for all day.
Candidate for Anpraisal Review Board
Please return this form to DCAD no later than October 31, 2012. Your jurisdiction may nominate
more than one candidate, the appointments will be made at DCAD's December Board of
Director's meeting. An application form will be mailed to each candidate to complete.
Name of Your Jurisdiction
Name and address of Candidate:
Name
Address
City
Daytime Phone Number
Evening Phone Number
Please return this form to:
Kathy Williams
Denton Central Appraisal District
P.O. Box 2816
Denton, Texas 76202
(940) 349-3974
Zip
05/18/12 2012 APPRAISAL REVIEW BOARD
Current Term
Expires
Original Term — January 2008 12/31/2013 1St Term:
JOHN H. MORRIS 2nd Term:
918 West Oak St. 3rd Term:
Denton, TX 76201
940-390-7109
2. Original Term — June 2008
RISHIYUR K. MOHAN
3612 Lavorton Place
Flower Mound, TX 75022
972-355-3653
3. Original Term - January 2009
JOANNE BASTIAN
645 Melody Lane
Lakewood Village, TX 75068
972-987-4433
4. Original Term — January 2009
JOHN J. GREENSLADE
3951 Spinnaker Run Pointe
Little Elm, TX 75068
469-525-0420
5. Originial Term — January 2009
DOROTHY A. TRUEX
1322 College Parkway
� Lewisville, TX 75077
972-434-2345
6. Original Term — January 2010
JOYCE G. FREY
214 Durango Dr.
Trophy Club, TX 76262
682-237-7070
7. Original Term — January 2010
ROBERT F. GALLAGHER
7070 Glen Abbey Court
Frisco, TX 75034
714-615-1623
8. Original Term — January 2010
GEORGE W. DAVIS
10300 Murray S. Johnson St.
Denton, TX 76207
940-262-0871
9. Original Term — January 2010
JAMES S. GRANT
1621 Castle Creek
Little Elm, TX 75068
817-832-9596
12/31 /2013
12/31 /2012
12/31 /2012
12/31 /2012
12/31 /2013
12/31 /2013
12/31 /2013
12/31 /2013
1 St Term
2nd Term
3rd Term
1 St Term
2�d Term
3rd Term
1 St Term
2"d Term
3rd Term
1 St Term
2ND Term
3rd Term
1 St Term:
2ND Term:
3rd Term:
1 St Term:
2ND Term:
3�d Term:
1 St Term:
2ND Term
3rd Term:
1 St Term:
2ND Term
3rd Term:
Term Beq. Term En�
01 /01 /2008 12/31 /2009
01 /01 /2010 12/31 /2011
01 /01 /2012 12/31 /2013
06/01 /2008 12/31 /2009
01 /01 /2010 12/31 /2011
01 /01 /2012 12/31 /2013
01 /01 /2009 12/31 /2010
01 /01 /2011 12/31 /2012
01 /01 /2009 12/31 /2010
01 /01 /2011 12/31 /2012
01 /01 /2009 12/31 /2010
01 /01 /2011 12/31 /2012
01 /01 /2010 12/31 /2011
01 /01 /2012 12/31 /2013
01 /01 /2010 12/31 /2011
01 /01 /2012 12/31 /2013
01 /01 /2010 12/31 /2011
01 /01 /2012 12/31 /2013
01 /01 /2010 12/31 /2011
01 /01 /2012 12/31 /2013
10. Original Term — January 2010
DANNYJ.CHAMBERS
720 W. 2ND Street
Justin, TX 76247
940-648-1627
11. Original Term — January 2011
STEPHANIE LYNNE BAILEY
2721 Gold Rush Lane
Carrollton, TX 75007
214-435-8450
12. Original Term — January 2011
GEORGE H. PRYOR
957 Pasatiempo Drive
Frisco, TX 75034
214-548-7581
13. Original Term — May 2011
ROBERT WARNER
7166 Glen Abbey Ct.
Frisco, TX 75034
972-625-2295
14. Original Term — January 2011
JOSEPH WILLIAMS
P.O. Box 850
Justin, TX 76247
940-648-3426
15. Original Term — January 2011
CLARENCE SALMON
10792 Hilltop Rd.
Argyle, TX 76226
940-368-1952
Current Term
Expires
Term Beqe Term End
12/31 /2013 1 St Term: 01 /01 /2010 12/31 /2011
2ND Term: 01 /01 /2012 12/31 /2013
3rd Term:
12/31 /2012 1 St Term 01 /01 /2011 12/31 /2012
2ND Term:
3rd Term:
12/31 /2012
12/31 /2012
12/31 /2012
12/31 /2012
16. Original Term — January 2012 12/31 /2013
ELIZABETH CURINA MORRIS
6230 Florence Road
Justin, TX 76247
940-648-2540
17. Original Term — February 2012 12/31/2013
JANE ALISON LOOMIS
1045 Elm Dr.
Providence Village, TX 76227
972-567-8784
18. Original Term — January 2012
INGRID M. GETKA
630 Melody Lane
Lakewood Village, TX 75068
469-362-9474
1 St Term
2ND Term:
3rd Term:
1 St Term
2ND Term:
3rd Term:
1 St Term
2ND Term:
3rd Term:
01 /01 /2011 12/31 /2012
05/19/2011 12/31 /2012
01 /27/2011 12/31 /2012
1 St Term 01 /01 /2011 12/31 /2012
2ND Term:
3rd Term:
1 St Term: 01 /01 /2012 12/31 /2013
2ND Term:
3rd Term:
1 St Term: 02/09/2012 12/31 /2013
2ND Term:
3rd Term:
12/31 /2013 1 St Term: 01 /01 /2012 12/31 /2013
2ND Term:
3rd Term:
S:�I.egal\Our pocuments�Resolutions\12Wppraisal Review Board 2012.doc
RESOLUTION NO,
A RESOLUTION NOMINATING MEMBERS TO THE APPRAISAL REVIEW BOARD OF
THE DENTON CENTRAL APPRAISAL DISTRICT; AND DECLARING AN EFFECTIVE
DATE.
WHEREAS, the term of office for various Appraisal Review Board members of the
Denton Central Appraisal District will expire on December 31, 2012; and
WHEREAS, the City of Denton, Texas wishes to nominate members to said Board;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION l. The City of Denton, Texas, hereby nominates: Joanne Bastian, John
Greenslade, Dorothy Truex, Stephanie Bailey, George Pryor, Robert Warner, Joseph Williams,
Clarence Salmon, and as
members to the Appraisal Review Board of the Denton Central Appraisal District.
SECTION 2. This Resolution shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2012.
MARK A, BURROUGHS, MAYOR
ATTEST;
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: -°�'° '`� --~'�
tl�µ111'll"'�tl!"NIIu �'"h�,j!�tl:"Illltl,�.,q II""'
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Planning and Development/Community Development
ACM: John Cabrales, Jr. �y
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to
execute a grant agreement for Four Hundred Seventy-Two Thousand One Hundred Forty Dollars
And Fifteen Cents ($472,140.15) from the Texas Department of Housing and Community
Affairs Emergency Solutions Grant Program (previously lcnown as Emergency Shelter Grant
program) and take all other actions necessary; and providing for an effective date.
BACKGROUND
The Texas Department of Housing and Community Affairs (TDHCA) awarded Emergency
Solutions Grant Programs (ESGP) funds to the City of Denton. The 2012-2013 ESGP award of
four hundred seventy-two thousand one hundred forty dollars and fifteen cents ($472,140.15) is a
$309,430.15 increase or approximately 290% increase from the last time funds were awarded in
2009-10 Award of $162,710.
The ESGP award supports the services of four Denton County agencies that provide assistance to
the homeless and those at-rislc of becoming homeless. The four (4) subrecipient agencies are
Giving HOPE Inc. (previously HOPE, Inc.), Christian Community Action (CCA), The Salvation
Army-Denton, and Denton County Friends of the Fanuly. A small percentage, 20% or $935.15
of the total award is provided to the Community Development Department for administration of
the grant.
OPTIONS
• Approve the ordinance and direct staff to go forward with the TDHCA agreement.
• Deny approval of the ordinance and the agreement with TDHCA.
ESTIMATED PROJECT SCHEDULE
The ESGP award term is from October 1, 2012 to September 30, 2013.
PRIOR ACTION/REVIEW (Councils, Boards, Commissions)
The Denton County Homeless Coalition, the designated lead organization for the local Homeless
Continuum of Care, reviewed and supported the Emergency Solutions Grant Program
application.
Agenda Information Sheet
November 6, 2012
Page 2
FISCAL INFORMATION
The Emergency Solutions Grant Program requires a 100% match. The match will consist of
employee salaries, donated facilities, donated supplies, cash donations, and volunteer hours
provided by subrecipients Giving HOPE, Inc, Christian Community Action (CCA), The
Salvation Army-Denton, Denton County Friends of the Family and the City of Denton.
EXHIBITS
1. Proposed Ordinance
2. 2012-13 Emergency Solutions Grant Program Contract
Respectfully submitted:
�' ��o.
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Brian Locldey, AICP, CPM
Interim Director Planning & Development
Prepared by:
� 7
�"�l<��'li�"L�f ��-
Barbara Ross
Community Development Administrator
s:\legal\our documents\ordinances\12�2012-13 esg ordinance.doc
Exhibit 1
•��1�:_►��
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A GRANT AGREEMENT FOR FOUR HUNDRED SEVENTY-
TWO THOUSAND ONE I-�UNDRED AND FOURTY DOLLARS AND FIFTEEN CENTS
FROM THE TEXAS DEPARTMENT OF HOUSING AND COMMUNTY AFFAIRS
EMERGENCY SOLUTIONS GR.ANT PROGRAM AND TAKE ALL OTHER ACTIONS
NECESSARY TO IMPLEMENT THE PROGRAM; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Denton, Texas, is concerned with the provision of services to
residents who are homeless and with providing decent housing, a suitable living environment,
and assisting homeless households to achieve self sufficiency; and
WHEREAS, the City of Denton, Texas, participates in the Denton County Homeless
Coalition providing a continuum of care for homeless and potentially homeless households; and
WHEREAS, the City of Denton, Texas, wishes to accept a grant award of Four hundred
seventy-two thousand one hundred and forty dollars and fifteen cents ($472,140.15) through the
Emergency Solutions Grant Program, as authorized by the Stewart B. McKinney Homeless
Assistance Act of 1987, Title IV, as amended (U.S. Code: 42 USC 11371 et seq.), and as
administered through the United States Department of Housing and Urban Development; and
WHEREAS, the Texas Legislature has designated the Texas Department of Housing and
Communiiy Affairs as the administering agency for the Emergency Solutions Grant Program
pursuant to Sec. 2306.094, Texas Government Code; and
WHEREAS, the City of Denton, Texas, intends to sub-contract with local social service
agencies to provide services through the Emergency Solutions Grant program; and
WHEREAS, the Texas Department of Housing and Community Affairs requires the
-- - appropriate certifications and the City Council deems it in the public interest to authorize the -
City Manager to execute a grant agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council of the City of Denton, Texas, authorizes the City
Manager to sign and submit to the Texas Department of Housing and Community Affairs and all
appropriate officials thereof, a grant agreement, together with all necessary certifications, and
other documents as well as appropriate resources for entitlement of funds under the Stewart B.
McKinney Homeless Assistance Act of 1987, as amended and Emergency Solutions Grant
Program pursuant to Sec. 2306.094 of the Texas Governmant Code., and all other� ap�licable
laws, as necessary to obtain a grant under the Emergency Solutions Grant Program to provide
services to homeless residents of Denton. The City Manager is authorized to take all other
actions necessary to execute an agreement and administer this grant including execution of
agreements with each of the designated subrecipient organizations.
SECTION 2. The City Council of the City of Denton, Texas, authorizes the Community
Development Administrator to sign and submit to the Texas Department of Housing and
Community Affairs and all appropriate officials thereof, amendments, change orders, together
with all necessary certifications, and other documents, under the supervision of the City
Manager, to handle all fiscal and administrative matters relating to the administration of the
Emergency Solutions Grant Program, if it is funded and all other matters connected therewith.
SECTION 3. The City Secretary is hereby authorized to furnish true, complete, and
correct copies of this ordinance to all znterested parties.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2012.
MARK A, BURROUGHS, MAYOR
ATTEST;
� JENNIFER WALTERS, CITY SECRETARY °
:
- -APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�
. �
BY: � � -
�
Page 2 of 2
I'I+;X.A,S ALI'AF2TMLNT U� T1UUS�NC� A.Nll COMMUNZTY At�T'A.IR�
�OIVTitACTNO. 421ZOOU1�3`t`Y'F�R�'FFt�;' � , ,
FY 2012 E�MGI2GI;NCY SOLUTIONS G(ZAN'I'S (ESG) PROGRAM
CE� DA N0. 14,231
SGCT[4[�I 7. PARTTCS T'O T�-tl; CO.NTI2ACT
`Chis L�nergency Solutions Grants Contract No. 42120UU�530 (hereintl�e "Contcact") is made by a��d betweeti'tha
Tex�.s DepF�rtment af Housing�a��ci Coinmutzity A�ffairs, a public �nd offici�l ageney of the State of 1'exas, (hereinaf�er
thc "Depa��nenY') and Cl'iy of Denton, a�olitic�l subdi vision oPtJie Siate of Texas (hereinafter ilie "Sttbrecipieiil"),
SECTI.ON 2. CONT.RACT 'I'b;RM
The period of performance of this Conti�act, unless ea��tier tenninated, is Ociober 01, 2U12,1hrough Se�ten�ber 3U,
2013 (hereinai}er the "Corth�ack'Tei�n").
S[�CTION 3, SUBZtECII'.I�NT p�Rr�RMANCT:
Subrecipient shall develop a�id implemenC an Emergency Solutions Grinfs �'rogra�n ("ESG") in accot'dauce with the
terins of tt�is ConU�act and tl�e Ts'xhibits sttached to this Contraet incorporatai herein foa� all relevai�t pinposes,
Subrocipient shall develop a�id rmplement tl�e �SG to assist halncless individuals or pecsons at risk of homelessness to
quickly ��egain siabi (ity u� permanent housiug atier experiencing a liousing crisis and/or I�oinelessness, Subrecipie�it sl�all
unplement ESG in accardance with the provisions of the Homeless Emergency Assistance and �tapid Transition ta
}��otisingAct, as.a�nended (42 USC 1]302 et. seq.) (hereinafter the "Act"); il�e' U,S; D"epa��tment of I�ousing and Urba��
Development (hereinafier "HUD") regnlations codified in 24 C.I',R. Pa��ts 85, 91, 57G, 582 and 583, any applicable
Office of Ma��agement and E3udget (OMB) Cii•culars; a�ld Title�l0 of tlie Texas �dminist��ative Code, as ame�idecl froin
time tn time, Subrecipient sl��l1 perform all act.ivities in accordance wilh tlie ferms of Perfo�tnance Document
(hereinafter "FxhibitA"); the Budget (ltereinafter "Exhibit B"); the Matc}iRequireinents I7ocument Qiereinafier "F.,xhibit
C"); theApplicable I,aws and R.egulations (he�•einafter "Fxhibit b"); the Cei�ification �ftega��ding Lobbyinb for ConU•acts,
Gr�rts; l,oac�s, and Co�perafive Agreements (Itereiaaiier "E��ibit E"); tlle tissura►ices; certiftcati�ns, and other statements
ixiade by Subrec:ipient in its �,.SG appl'rcation, aud with all other terms ofif�is Contract. If llie persons to beziefit fro�n the
activities described in �xllibitl� z�•e notreceiving a seiviceor benefit, UieSubrecipient is liable to repayihellepa��tment
any, assoeiatecl disallowed costs.
A. Perfo�•mance rellted to esiablishcd targets will be reporied in ihe LSG monthiy performuice Repo�t and
accomplisl3me.nt in meefing t�u�gets wifl be considereci in application for !'uiure f'unding opporfitnities with the
Depa��hn eiit
-- --- B: Al(-funds rnust be-fully expended-witl�in the Contract Term at a level acceptable-fio the Deparhnent._'I'he Department -- ____—_-__.— -
reserves the cight ta reguest an expe�xditurc: plan if itaphears funds will not be e;xpended within the Contract Term,
SECTIUi�I 4, DEPARTNJ�;NT F[NANCCAL O�LIGATI0I�S
A. Tn consideration of SubrecipienPs fu11 and saiisfacto�y performance of d�is Contract, Dep�u�hnent shall teimbursa
Subrecipientforll�e actual a1[owable costs incurred by Subrecipientin the a�nount specifiul in ihe "Budget" �attached
hereto as ExhibitB ofthis Con��ac�t. •
I3. Any c(ecision io obligate additionaf fiinds or deobligate funds shall be made in writing by Depa��tment in its sole
discretion b�setl upon fhe sl�tusoffunding under grants io Depa��lment and Subrecipient's overall compliance with the
terms of this Conh�act,
C. nepartmenPs obligations under tt�is �Coniract are contingent tipon the: acfnal.receip� of ada�.uaie TSG..fimds fi•om
HUD. If sufficient funds are not available to make payments under tl�is Confraet, Depar�Gnent shall notify
Subrecipient in wriGng within a reasonable time after such fack is determined. Department sha)I theu terminate lbis
Contract and wi I( uot l�e 1 iable for ihe fai(ure to make any payment to Subrecipieilt undce this Contract,
Page 1 oP' 22, . :
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l�, Su�cec:ipie�it sl�all r�fund to De)�artmcnt 1ny siun of money whicll has beeii paid to Subrocipieuf by nep�rtmenc,
which nepai�ln�ent determines has resulted in a�t overpaytneiit, c>r which Depar�nenf determines has �iot been spent
stricfly iu accordanee with the terms of this Conh�act, Subrecipient shal( m�lce such refund wit(�in filtee�i (IS) days
after the Department's rec�uest, . �
S�CT7.ON 5. METX�iOU Ot� PAYMI�NT/CASH BALAhCES
A. Subrt�ipienls may request a one time working capital adva��ce for t[�irty (30) days casli needs or an advance of
�5,000, whicheve�• is greatec. In order to request a�� advance payment, Subreci,pient must submit to .[kpa�tmez�t a
��z�npet�ly completed expenditure report t6at inc[udes a request for advanc;e fimds (Arojected Lxpenses). 'I7�ereaf�er, the
Subrecipient will be reimbursecl for che a�nount of actual cash disbursements, a z�eixnbursernent G�.sis.
B. Subrecipientsl�all establish procedtu�es to uunimi� the tiine elapsing between theti-�isfer of fiinds fi�orn Depa��tment
to Subrecipientand the disbursemeirtofsueh funds by Subrecipient.
C, Seciion 5(A) notwiths�tanding, Depa��nent reserves the right to use a znodified cost reimbursement method of
payment whereby ceimbutsemc:nt of costs ineurred by a Subrecipient is �nade only aflet'the Depactme»t has cevicwed
and approved Uackup document�tiou pr�vided by the SuUrecipient to suppoit such costs for aU funds if at any time (1)
Department deiermiraes that Subrecipie»t has maintaiiletl cash batances ip excess of need, (2) peparUt�ent identifies
a��y def ciency in the cash conh�ols or fnanci�l mar�agetnent system used by Subi•ecipient, or (3) Subrecipie�rt fails to
cotnply witt� the repo��ting requirements of Section 12 of tilis Cona��ct, .
D. Ali funds paid to Subrecipient puisuani to ihis Co�itraet are paid in trus�t for the e�clusive benefit of the eligible
reeipieuts of ESG services and forthe pay�nenl of allowable expendihn'es,
�, neparUnent may offset or withhold any unounts otherwise owed to Sub.recipient under tl�is Coutract against any
amount owed by Subrecipient to De�ark�neni a�•ising under this Contract.
ST;CTION b. C;OST PRiNCIYLGS Ai�ID ADIVITPITSTRATTV� R�Q�JTRE1V1�iVTS
A, �xcept as expressly modi fied by law or tlie terms of t��is Contract, Subreci�ient shall cotnply with the cast principles
and unifoi7n administrative requiz�eme�lts set forth in the Uniform Grant Managen�ent Sfandards, l0 T.�;C. §5,10 et
se�. (hereinafter "Uniform Grant Mtinage�nent Sta��da�'ds"), AH refe�•ences therein to °loc�tl governmenE" shall be
construed ko mean Subrecip'ieait.
B. Uniform eost pcinciples for goveru�nents are set fo�tl� i» OfTice ofManagement and Budget ("OMB'� Cu�cula�• �-87
as implemented by 2 C.r.R Pa�t 225. Ut�ifor�n administrative requirements for governments are set forth in UMl3
Ci'reular A-102, OM[3 CiI•cular A�133`"Audits of States; I,oc�l Governmenfs; atrd'Non`=T'iofif"Or��riirations,"�sets
forth a�idit standards for governmenta! organizations and ofher organizations expending rederal funds. 'rhe
expenditure threshold roquiring an audit under Ciz�cular A-133 'rs $5U0,000 of I�ederal funds or $500,000 of St�te
fimds.
C.-Notwithstandingany o��er pravision ofthis Contraet, Dc;partme�rt shall-otaly be-liable to-Subrecipient-fc�r eligible=----_-_ _--
w��ts incucred or per('ormances rendered for activi ties specified in 24 C.T'.It. §576 of the ESG regulaiions. .
D. .DeparUnent shall ;n�t be liable to Subrecipient f'or certain costs, including but ziot limited to costs wlaieh;
(I )}{ave been reimbursul to Subrecipient or are subject to reiinbursemei7t to Subrecipient by any source olher than
Depaal�nent;
(2) Are uot allowable costs;
(3) Is ineiirred to involuntary sep�rate a family;
(4) �or unifs of local gover�iment, is incuG�red to repiace fiincls provided by the� local gover��ment fa• strcet outreacli
a�id emergency shelter services durinb the preccding 12-month pe.riod without HUD exception;
(5) Is nicui7�ed to provide certain legal services for immigration and citizenship mattei•s and issues relatin� to
mort�;ages;
(6) is ineru•red to pri�vid'e c�rCain sub'stance abuse tt�eatine�it services; �•
(7) ls incurred to pay arreacs for tempoa�ary storage fees; '
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(8) is incurred ln pay or mod�fy a debt; .
O) Js incurred to acquire property or to consU•uet new property;
(10) (s incurred for thereUabilitation af structuresto the extent that klosc sh•uckures areused fo�� inherently refibious
activit[es;
(11)Arecxpended on rehabilitalion aciivities prior to fite subanission of 1 Request foi• Itefease of I�uttds a�id prior to
ihe release of funds by HUD,
(12)Are nof strictfy bi accordance witli fhe terms of this Cotlt�•act, inc[uding the Exhibits;
([3) I-rave �iot bee.n rcp�rteci� ta �llepai•tment wit(iin sixty (60) days-follow�i�� tet7ninatiot� of't)lis Contract; or
(l4)Are not incurred duz�lnb the Contract Term; u�ith ibe exception of travel costs to aftend ihe September 13-14,
2012 LSG Impletnenialiotl Workshop in Austin,'Jexas.
S�CTYON'%. TPRMTNATTON AND SUSPENSZON
A. Pucsuant to §5.t7 of 10 TAC Cfiapter S, Subcha{�ter A, Depai�nent may tei•minate or suspe�id f6is Contract, in wl�ole
or in pa��i, al any time bepa��tmenl detennines tl�at there is cause fa� termination, Cause i'or termination incl.udes, but
is not limited to, Subrecipient's failure to comply witl� any te��m ofthis Contracl or ceasonable bel�e£tliat Subrecipient
cannot or will not comply with tl�e requirements of this Contract. If die Depa�•trnent determines tliat act Subrecipient
has fai(ed to com�ly with the t�rms of t1�e Cont���ct, oc to provide services that meet appropriate standards, goals, or
odiec requirements established by the Department, tlie Depaita�enf will notify Subreeipient of the deficiencies to be
corrected and require the deficiencies be corrected prior to imp(ementing suspension.
B. Nothing in this Sectiort shall be consU'ued to limit �Uepa��tment's authorify t� withtio[d paymer�t aiad imnlediaiely
suspeiid tliis Contract if nepar(�ient identifies possible instances of fi�aud, abuse, waste, fscal misrna�iagement, or
otl�er deficieneies in Subrecipient's performance. Suspension shall be a iempora�y measnre pending either corrcctive
action Uy Subrecipient or a decision by Departmeut to tez•minate t(iis Contract.
C, Department shall n.ot be iiable for �ny costs ii�curred by Subrecipie��t after terminai:ioi� of this Contcact.
D, Notwithstanding any exereise by Depat�tment of its right of fc:rmination or suspension, Subrecipient shall not be
relieved of any liability to Departme�rt for dainages by virtue of any breach,of Chis ConU�act by Subrecipient. �
SGCTiON 8. MATC.N R�QUTRrMENT
A. Subi�ecipient shall pravide a�� amount of funds eyuat to the �unoui.�t of fuuds pcovided by I�epa��t�nenf under this
Contract (herein "Subrecipient's Mafcii"). Subrecipient's Match must be provided during the Contract 7'ecm fi�om
sources including any Fe�leraf source atherthan the �SG program, as wel( as state, local, and private sources, Funds
used to match a p�•evious ESG awv'd in�ty notbe used to match the aw�rd made underthis'Coiih�act. Subrccipicnt`s
Match may inelude resources provided by any subcontraetor to which SuUrecipient provides furids under this
Coniract. �
B. Amounts may be. counted towards Subrecij�ienNs Match only if such a�nounts a��e costs or resources nf a ty�e
specified in Ex}iiGit C an�1 only if sucli ainounts aee ooinj�ufed`in acco��dance—'v✓ith fliis Scction;`- Iri caiciil��tii�b the ' - -------
a�nouut of Subrecipicnt's Mateh, Subreci�,ient may include, but is not limiteci to, cash clonations; the value of any �
dottaied material or building; the valt�e of a��y lease on a building; a�ry sala�•y paid to Subrecipiei�t's staff(or tiaat of its
subcontractors) in ca�•rying out the activif.ies required iinder tliis Cotatraet; and ihe time and sexvices contributed by
volunteers to ca�ry out such activities. Services pa•ovided by volunteers must be valued at rates consist�nt with thosa i
ordin�u•ily paid.for similar v�ork iii the 5ubi�ecipienl's orga�iization"or in t}ie same I�6oi' markeC;' Subrecipient shall �
determina the value of any donated makerial or buiiding or any lease using any method reasonably calculafed to
eshablish a fair mackat value. �
SLCTION 9. AL.LOWA�3LE EXPENbiTURGS
A. The allowability of Subrecipieni's cosls uiciirreci in ilae perf�rmance of this Contract shall be determined iii
accc>�dance with tl�e provisions of Section 6 and the regulations set forth in l0 "I'AC §5.2UO2 and §576.100 iln•ough
§576,109 of 4�e 1;SU Regulatio��s, su6jecf to the, I imitations and exceptions set foTt6 in ihis Section.
C�. I;SG furids may usecl for administrative activities as welf as five pro6r�un components as set foi•t1.i in 24 C,F.It,
§576.10 I through 24 C,F.R. §576,107 of ihe LSG regulations.
P1ge� 3 of 22,.,; �: , , � . ; • .
G. Adtninistrative costs incurrecl by Subrecipient in perfonning this Contract are tc� be based on ��etua( progrnm�natic
expendiiures a»d shal! be allowed up in flie amount outlined iti Exhibill3 of this Conti�tct. I�urtds may be used to pay
iiid icect cosfs i�i accorda�lce wid� OM13 Ciccular A-87, rli6ible admiitish�ative costs iiiclude:
(1) Genecal management, ovei'sight and coordination;
(2) Training on FSG requii•e�i�ents; aiid
(3) Lnvironmental review,
SCC'1'TON l0. TC12M(NATTNG ASSTS'['ANCG
Pursuant to 24 C.P.R. §S'16.�t02 of d�e FSG Regulafions, if a program p�u•ticip�u�t violates pi•ogra�n requirements, the
Subrecipient mzy ferminate the assisfance in accardance with a fortnal process es�tlblished by tlle Subrecipient that
recognizes ihe cights of' indi'viduals af%cted, Tfie Subrec:ipient must exerc.ise judgmcnt �u�d ex�tmine al( extent�ating
ciccumstances in determiiiing wl�en violations warca�rt termination so tbat a prograu� p�rlici.pant's assistnnce is terminated
oniy in tlie most severe cases,
A, 'to terminate rental assist�►ice or housing relocation �nd stabiiizatio�� services to a program participant, the required
fonn�l process, at a tninimum, must cotlsisl of: �
(l) Writtei� notice ta the program participa��t containing a cJe�r statement of lhe xeasons foc terminat.ion;
(2) A review oi' the decision, in which the progra�n pa�ticipant is given the op�ot�tunity ta prese�it wriltcn or oral
objections before a pe3�svn od�er U�an tl�e person (oc a subord.iilate oi'thal I�ei,son) w(xo made or appi•oved.the
termination decisian; and
(3) Prompt written not.ice of the final decisio�i to Che program participant.
' B. Terminafion utider t��is section does not bar tiie SuUrecipiec�t fi�om pi•oviding turtl�er assist�lnce at a later date to tfie
sa�nefamify or individual.
S�CTl.OlY 11. �2�CORD KE�PiNG R�Q'UXft1.M�NTS
A. Subrecipient shall comply wiih all the cecord keeping rec�uireme�tts set fo�'th in 2h C,T'.Ct. §576.500 of tixe F;,SG
Regulations and s1�111 m�intain fiscal and pro�;rainmatic reea�ds and supportin� documentat.io.n for alJ expenclitures
made wuier tbis Contract .
�3. Wr•itten Policies and Pinculu��es. Subrecipierrt must have written policies �ud procedures to ensure tl�al' suffcient
records �u•e establishul artd mavitained to enable a determiiiafion thatESG requirements arc; being �net.
C. Subrecipient shalJ, at a miniinum, i»aintain files containing the following information;
(l ) Hvrrwlesx Stafus; Subrecipient must maintain documentation of fhe evidence relied upau to est�blish and verify
homeless status for progratnpa�iieipants;
(2) �t Risk or Homelca�sness• Stalus und Annual Inco�rx; .�oc cacl� iuclividua( and family who receive �SG
homelessness preventioi� assistance, Subrecipients should maintain documet�tatiou �f'the evidei�ce relieci uF�on to .
-- - _�_-- . __ __
--- -- _ _ - _ _
establisl� and verit'y the individual or family's''at risk of l�otnelessness" s4�tus as listed on 24-C,F.R: §576.500(0)-- -- - -----
a�id the progra�n p�u•ticipant's income as esiablisl�ed ol� §57G.500(e);
(3) Detet�rinution,s of Ineligibility, F'or each individual �nd family det�i�mined iiielibible to receive ESG assisi��nc;e,
the Subrecipient must document the reason f'ar that det�rmination;
(4) f'rogr�mi Pui7icipant Itecor•d,s; Subrecipient must document the services and assista�ice pravided to �ro�ram
participants and whei�e a.pplicabJe, compliance witli the terininatioi� of�a'ssistance requii'etnentoutli'ned'in Seotibi� '
10 of this contract;
(5) C.'enlralizecl or coordinated u1�sc�rsment .rystenrs a�rd prr�ceclures. Continuutns of Care (CnCs) are required fo
establisl� a centralizeci oi• coordinated assessment system. Subrecipient is required to pnt�ticipate in the.centralizecl
system, Subcecipient mus�t �nainfain evidetice of tlie use of, and wcitten intake proceciures for, the centralired or
coordinated assessinent systems(s) developed by the Cantinuum ofCare lf the Subrecipietit's CoC does notyet
have a centralized or coordinated �ssessment system oi• procedures, or if Subrecipient is a legal ai• a victim
service provider choosing nof to use the CoC cez�fi�alized ne eoordinated assessjnent sysiem, Su6recipient must
have aiid consistently apply written stlnda��ds for assessment.
Page 4 of 22,.., , .
(6} �r�nt�al I��eonK: �oc e�ch p��ogratn p�u�lieipant who ce:c:eives homeless preven(ion assist�u�ce, or� who receives
rapid re-l�ousing assistance longer th�u� one yea��, tl�e fol lowin� doeuinentaiion must be maintained: 1) i�acome
evaluation forrn, 2) source documents for received iucome and ��ssets, or 3) thicd paitiy sia�;3nent for when source
documents a��e unobtainable.
(7) Renlal As,si,stance a��•een�nls und payrr�enls.' Copies of alf leases attd rental assisfauce agreements,
' documentatiou of pay�nents made to owners, aiid s�ipporting documentalioi� inciuding dates of occupancy Uy
program participants;
(8) Utrlity:Allc�wraxte�; Dacu��entation of thc; inonthiy allowa��ce for uti)ities (exch�ding ielephone) useci to detecmine
complia��ce with the cent resu�iction;
(9) Sheltu° ancl Housirig Slanclards; Documentation of co�nplia��ce willi il1e shelter and I�ausii�� st�wda��ds in
§576.403 of the L�SG Regulations, including u�spection repoits; '
(10)L'ntergencyShelier Facilitic:r: Subrecipient must �z�aintain recordsof the emergency shellers assistecl, inclucSing
the amouni and type of assistance provided to eacl�. As applicable, Subreclpient must document the �value of a
building befare the rehabilitation of an existing emergency shelter or after ihe a�nversion of � building info an
emergency shelter a��d copes of the recorded deed or use restrietions;
(1 t)Service,s� und �fssisrance Providea!� Subrecipienis shal I m�intain reeords of ille types of essenti�l services, rental
Assistauce, and hpusing stabilization �nd relocation services provided under the �SG and tl�e arnounts spenf on
tl3ese services and �ssistance;
(12)Maintenance of L',(J'o�(: Subrecipients that are units of local government shllf maii�tain reco�•ds to deinonstrate
connpliancewith tlae maintenanceof effoz�trequirement, including records oPthe unit ofthe general purpose local
government's an itual budgees and sources of fu ttding for sG�eet outreach a��d eme��gency shelte�� services;
�13�CODYCIlY7Gllntl W1II7 COhIIYlIfGn7�5� O,f CC7YC Gi1Cr O�I9C'J� �ru�nnnls; 'Subreeipiants must document theiA� compliancc
with tl�e requirements of §576.400 of the .�G Regufaiions for consu(ting with i�e Continuum of C�u�e,
coordinating and integrating FSCr assisfa�ice ��rith programs ttu�geted toward homeless people and system and
progcam coordination witli mainstream service and assistance probrains; •
(I4)HMIS: Subr•ecipient must keep records of the participation in HMiS or a comparable database by aIl projects of
the Sub��eeipient;
(l.5)Matcl,iing; Subrocipient must kcep records of il�e sourc:e a�id use of c;cwnh•ibutions �n�de to sltisfy tt�e match
ceq uireme�tt;
(16)Re-evaluatian for homelessness a�id rapid re�housing assistance: Sub��ecipient must maii�f�in documeritatio�l of
an iuitial'evafuation tadetennine the eligibi'lily ofeach individual or'familyESG �ssisla�zceanc�ii�e a�nountand
types afassista�lce the iiidividual or family needs to regain stability irito perma�icnt housin�, Subreci�ien�s must
tn�intain documentatian of re-evalu��tion not le� tlia�i oiice eveiy tliree {3) mo�lths of progra�n participtu�ts'
eligibility.and.t��e,t}�pes and:ainounts of assistanc:e.tl�e...progr�un.pa�'kicipa»t.,needs accor.din� to ihG requirements
outlined in §576,4�1(a); and �
(17)Meetuig witl� case �uanage3•; Subrecipientmust maintain documentation verifyingthat each program participa�it
receiving homelessness preveniion or rapid-re-housing assisWnce has mat regularly with a case n�anager (excxpt
wt�ere prohibited by Violence Agains�t Women Act (VAWA) a��d the Family Violence Prevention and Servic;es
`°°------" ---- ---AoC(FVPSA))-at�d'tliat-the a�istance'provider l�as°developai an individualizeci pl�n to help that-prograrn=- ---=---
pacticipant cetain permanent housing ai�er the ESG �.ssistance ends.
D. Open Record,s; Subrecipient acknowledges ti.�at all i»formation collected, assembled, or maintained by Subrecipient
pet�taining to this Contract is subject to the '1'exas Aublie Informtiiion Act, Chapter.552 of Texas Govern�taent Gode
and must. �rot%ide cili•r�ns,, puhlic agencies, and,, pt(�er int�rested pa��ties with reasonable access to all recorcis
pertaining to this Contract subject to a�id in accordance with the 1 �xas 1'ublic Irifoi•rnation Act.
E, �Iccc:ss fv ,Reco�•ds; Subrecipient shall give the HUD, fhe U.S. General Accounting Ofiice, the Tex�s Comptrolier, the
State Auciito�'s nffce, aud llepartment, or any of theic duly �uthorizecl repa'esentatives, access fo u�d fhe right to
exanune and cony, on�or off the premises of Subrecipieut, a11 records peitnining to this Contract, Such riglit t.o access
sh�ll cnntinue as long as d�e recoi•ds are retained by Subrecipient.
I�. Period rf Recva�cl.Redentiora<. S.ubrecipient agcoes ,to,cnauitaiati such.a�euo�ds in an �ccessible loeation for ihe gre.ater of
five (5) yea�s afYec the expenditure of al( fuiids fi�om the gi�ant, or the period specified below:
(]) Where funcls fi•om thi s Conh�act �tre useci for tlae i•enovation of a�i emergency shelter involves costs cl�u�ged to tlie
ESG grant that exceed sevenly-five percent (75%) of the value of ihe buildin6 before renovation, records must
be retained uniil ten (10) ye�s afte.rthe date thai ESG.funds u•e firs�t obligated for the renovation.
??a�e S< ai' 22 , ,
. . . . ' ;,� .. . .: � , . � � .
(2) Where funds firom this Goniract are useei to coi�vert a buildii�b iuto an erncrgency shelter �u�d the coscs cha��ged ta .
lhe T;SG grant foc the CUI7YCI'SIOIl excced seventy-fivc perceilt (75°/a) of the value of thc build'uig afier
eonversion, records must be retainc:d until ien (10) years after fhe dale tl�at �;SG fi3ncis ac� rrstob(igated for the
CAl1VCCS (011,
G. Exceptions to the recard retention periods outiinecl 16ove i�icl ude; (i) it' notifiecl by the I)epa��fmcnt iii writir�g, t(te date
thatthe final audit is acecpted with all audit issucs resolved.to the Depa�•tmenNs satisfaction; (ii) if any litigation
cJaim, negotiation, inspection, or ot(�er actiort has started beforethe expication ofdie required reiention period records
must be retai»ed unti) completio» of the acti�n and resolutiau of �il( issues wl�ich arise unde�� it; (iii) a date consistent
with a�3y other period req�au•ed by fede�'a( or state Iaw oc i•ebulation. Subrecipient agrecs to cooperate with any
exa�nipation conducfecl pursuant to t6is Subsection. Upon tei7nination ofdlis Contr�ct, �Il records are property of the
T�eparqnen� ,
l�{. Subrecipient shali incJude the substance ott.hzs Section I 1 in all suUcontracts.
S�CTlOI� l2, RCf'ORTING R�QI'1TR�Mi�NTS
A. Subrecipient shal( submit ko T�epartment such reports on lhe pecfortnance of this Contr�act as may be reyuiced by
Department including, but not limited to, the reporis specified in this Secfion, .
B. Subi•ecipient sl�ali eleeb•onic�iliy submit to ll�e Depa�hnet�t t�o later tha�i the fifteenth (ISth) day of cacll moa�tl�
following the reporfed month in the Contr�ct Tertn a performance repoct listing required demographic information,
the nutnber of persons assisted, and the outcpmes acbieved in d�e previous mo�itb, a�id an expendifure ceport listing alI
expenditures of funds under d�isCot�ti�act during the previous inonfh, The� reports aredue iven if Subrecipient has
no new activity to report during the mont}t, .
C, Subreeipienis mus�t cep�it elient-level data in tl�e 1-lomeless Mana�ement Information System (I�Iv�JS) or a
compa�'able database. Provideis of serviccs to victims of domestic violence at�e only reyuireci to report aggregated
data. .
D, Subrecipient sl�all submit a finai performance ��epoit and a final expenditure rc;poii to tlie Deparhnent wit��in thia•fy
(30) days after ihe end of the Contract 7'erm, The failure of Subrecipiet�t to provide 1 fi�ll �ccounting of a)I fimds
expended under tl�is Conh�act widiin sixty (60) days shall be sufficiei�t reason for Department to deny or tertninate
�ny future contracts with Subt�ecipient. lf this Conh•act pI'ovides assista�ice foe renovaiion, rehabilitatiott, or
conversion, i�i add'aiion to the electro�iic final reporl; Subrecipient shall submit cover photogr��hs ot't(ie finislied
consfruction work, and verification of passecl inspections in the fo�m of ceitificate occupa��cy.
• E; Subreci�ie�it shall submit to .pepartment no lafer than sixty (60) day`s after the tertn�ina�ion° o'f=tlYi's� Contract a
cumulative inve��tory report of all equip�nent having a,unit acquisilion cost of$500 or more, aCqtii[ed iit W1]oIe 01' ItI
pa��t with fu��ds ��eceived under this w� previous I^�SG contracfs. Upo�l the �:nnination of this Conh��ict, llepa��tn�ent
may b•ausf�r tii]e to any eyuipment to ihe Deparhnent nr to any other entity t•eceiving IxSG funds from the
Depat(�nent,__._ _ _ _
F. If Subrecipient fails to submit within fo��ty-fve (4S) days of its due date, any report or i•esponse ��eyuired by this
Contract, including responses to monitoring reports, Dep�rtmentmay, in its sole discc�etion, suspend payments, place
Subrecipient on cost reimbw•sement meillod of payment, and initiate proceedings to terminate 4he Contract. If
Subt�ecipient receives �SG funds 1'ram Depattmeut over two or more Contract'I'erms, te�xiiination proceedinbs may
be initiated on tliis Contract for Subrecipient's' failure'to'submit a report� includ'u�g an•audit�rep�o��; �a,s� d��e from�a
�cior contract.
G. Subrecipientshall p�•ovide theDepa�ttnent with a Data Universal Nuinbering System (Ql7NS) uumbec and a Central
Cantractor Registration (CCn) System number. The DUNS number must ba provided in a doculnent fi�om Dun and
� Bradstreet a��d the current CCR numbei• must be submitted from a docuinent ret�•iev�l fi•om tiie
https://www.sa�n.gov/portal/publi c�SAM/ websi te, 'Lhese documenls must be provided to ihe Depar(me�lt prioc fo thc
� processing first payment to Subrecipient. � Subrecipient,shall maititain,.a.current nUNS.nt�mbec and CGtt.number.for
the entire Conh�act 7'erm.
. . . . . P�ge 6 : af> 22 ...:: ,
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SIsCTiUN 13. CHANCrC:S AND AM�!;NAMGN'�S
A, Any ch�u�ge, addition, or deletion to the terms of tl�is Contract required by a change in state or fede��al law oc
re�;ulation is autom�tieally incorporated hei'eir� uid is effective on the date designated by such Iaw or regulati ons,
B, Except as specificalfy providecl otherwise in this Contract, auy changes, additions, Ul' (�CJCil011S 10 LI1C tCl'II1S Of iEl1S
Conh�act shalf be in wciG��� and executed by both Parties to this Contcact If any Pacty rel.urns an exectited copy by
facsiinile machine a' e]eci�'onic lcai�smissioi�, the si�ning n�u•ty intends the copy of its autltocizul signature �>t•intecl by
ihe receivii�g�inaehine orti�c eieetrc�rpic h•ansmission, to be itsorigin�l signatuk�e. °
C. Weitten i'equests for Contract amenc3ment must be rec:eived by the De��timent by ►30 late�� i}ian sixty (60} days �rioa• to
i8e end of the Contt•aet �'erm.
SECTIUN l4. PROGI2AM INCOME
A. Program income includes any gross income received by Q�e Subrecipient directly generated by a grant supported
activily, or earned only as a resuIt of the gcant agreement dut�in� the gr��t period,
T3, In accounting for progratn income, the Subrecipient must zcctir�tely refieci the re�eipt of sueh funds sepaeate fi�om
the receipt of' federal fimds u�d Sub�•ecipient timds,
C. Progra�n income ea��ned dur.ing the �;SG Contraet Terin sl�all co�u�t toward meeting i(�e Subrecipient's matcbing
ruZuiremants dt�ring i�e Corrtrlet Term and st�ould be repoited as match, provicied the eosts �re eli�ihle �SG costs
th�t suppl emant the S uba•eci�i ent's rSG program.
D. �'cogram liicome received by lhe: Subrecipient during the two (2) years fol lowing ihe end of the Cont�°act Term �nus�t
be returned to the Department Program income must be returned within ten (10) working days of receipt by the
� Subrecipien�:
�. Pcogra�n ineorne reeeived by che Subrecipient after the two (2) yea�� pez�iod desa•ibed iti subsection (d) of tf�is sec:tio�i
l�as expicaci, can be retained by tbe Subrecipient.
S�CTI4N i5, TT�CHNiCAL GU�DAI�CE
Department may issue technical guidance to explain the rules and pravide directions on terms of this ConU���cl.
SECTIUNTG INI)�PGND�NTS�7Bt2�CIPI�:NT
It is agreed that Depa��nent is contracting„ with Subrecipient as a�l independent coi�traetor. Subrecipient �rees to
indemnify Depai�hnent against any disallowed costs or othei• claims whi.ch may be assetted by any tliird pa�ty in
ec�nnc�;tion with the services to be perfoianed by Subrecipient under this Co.ntract.
S�CT141�' 17. I�ROCURI;M�NT STANDATtDS
LL A. Subrecipient slialt comply wiUi 24-C.F.R T'ait S4; this Conicact,—�uid �ill applic�blc-feder�il� sfate,—and loca] laws; -
regu(atio��s, �id ordinances formaking proew•eanents under this Contract.
T3. When t(�e Subrecipiet�t no longer needs ec�uipment purchased witl� ESG grant funds, regai•dless of purchase price, or
upon the te�•minatiou of this Cont�•a�t, Deparlment may take possession at�d tr�ansfer iil(e fo any such property or
eqi�ipment.ta�.tbe.. S�.eparune�i�,o��,.tD..a>third,party or ��ay,.sc,�k.rei�nk�urszt.�e�af.:.fi�a�n, Subi�e,�i�je�.k#:of..:flla, current.unit
p�7ce of the item of equip�i�ent, in Department`s sole determination. Subrec.ipient tnust �•equest permission fi�om t}�e
Depat�(ment fo transfer title or dispose o£equapmenf purchased with I�SG gra��t funds.
C. Subrecipients and t�ieir contraetors must cotnply with Seetion 6002 of the Solid Waste Aisposal Act rvliich requires
procuring only items designated in tl�e Environmenta] Protection A�ency (EPA) guidelioes that eontai�� ihe I�ighest
pei•centaF;e ot'recovered anaterials, Subreeipianis must also:
{1) mairatain asatisfactory level ofcompetition ifihe purcJ�aseprice ofihe item exceeds $IO,OUO, or the valueofthe
quantity acquired in tfie }>receding fiscal yeai• exceed"'ed'$1`i3,0'00;'
(2) maximize energy aud z�esource reeoveiy when pi�ocua•ing sol.id waste maiiabement. services, �nd
{3) establish an affirmative procarement pro�;rain for recovered materi�ls.
1'agc�,7- �.E�.2�,: ,
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s�c�r�oN. zs. su«coN�ra�crs
A. S�ibrecipient may �iot subcoiilract the'primNy perPormance of this Contract and only m�y enter into contractual
�reeme3�ts for consulting and othec prof'essional services if Subrecipient ltas receiveci Uepa�'tment's prior written
approval, Subrec;ipienl may subconh•act for the delivery of client �ssislance wiQ�out obt�ining Departmeni's prior
approvaL Any subconh�act for tl�e delivery of client assisfance will be subject to moniloring by the Deplrbneul as per
Section 26 of this con��act.
I3. In no ever�t sf�all a�iy provisiorl of this S�;c�fion, speci�c�111y the rec�uiremet�t tl�at Subrecipient obt�iin 1�epa��trnent's
prior �n�itt�n approval oPasubco�ltt-actar, be construeci asrelieving Subrecipientof. t}�eresponsibility forensurinb tl�at
lhe perfa'mances rendered under 11l subcond�acts�are a'endea•ed so as to c�mply wiih all of ttte terms of fhis Co�itrlct,
as if s�icl� performaiices rendered wtire rendered by Subrecipient, �pa�imen�s approval under tliis Sectio�i does .not
constitute adoption, ratificaiion, or acceptancc of Subrecipient's or subcont��actor's pecforinanee hereundec,
Department inaintains the right to monitor aud requu�e Subrecipient's !'ul( con�plia�ice wif(� ihe terms of th.is Co.nlcact,
Deparhnen�s approval under tl�is Seetion does not waive any right of action which may exi�t or which may
subsequentiy accrue to nepartuient underthis Conu•act '
S�CTIUN 19. .L'NV1.RO.NI1'I�NTAT_, R�V�rW
Activiiies are subject to eilvironmental review tinder 24 C,r.R Pu�t 58, 7'he Subrecipie�lt sliaU supply to the Depa��tm��at
all avail�ble, relev�urt information necess�uy to pet�form a��y environmental review required for each praperty as requirecl
by 24 C.F.it, Pa�t 58. �
T}ie Subrecipient or its subcozlfractor may not cornmit or expend any L�SG funds until an environmental review that
meets the s�nd�u�ds oullined in 24 C,F.I2. Part S8 has been reviewed arid 1ppi�oved in writiA�6 by ihe Departtnent.
SL<'C'CI4N 20. WRY'I"I'�N STANDAY2DS
Subrecipient tnust establish and consistently a�ply written s�tandards witliu� its prob�•ani. Subrecipietlt rnust provitie
'I'UNCA a copy of the written siandatds prior to conri�act execution. Requirecl topics for v,�•itten standu�ds as listed a� 24
C.F',R §576.400(e) inelade: •
A. Participar�t eligibility;
B. Tar�ating aud p.roviding essential services for StreeC Out��eacl�;
C. Palicies governing stays in �merbency Shelter;
D: Poiicies governulg essenCial services related to E.�ne��geney��hc�iter; �-
�. Coordinailon among providers;
F'. Participant contrit�utions for Nomelessness Prevention and Ttapid Re-Housing assistance;
-- G: Dui•ation a�id amount ofz�ental assistance; ---- --___ --=_ —_-__ -- ---------_----_-- - -- -: _ _
T�. Prioi•itizing receipc of I-Tomelessiless Prevention at�d Rapid Re-F-iousing assistance; an.d
I. Duration at�d a.�nount of housin�; stabilizalion and/or reloc�rtion services,
SFGT'�ON 2t. AiJDT'x .�, � •
A. Subrecipient sha11 submit to Deparhnent, withirz sixty (64) days after the end of each fiscal year, an Audit
Certification Fonn as speeifieci by Department for each fiscal yeac in which any month of thc Subrecipient's fiscal
yea�� overlaps a month of the Conh�act Term. Unless otherwise directed by Uepartment. Subrecipient shall a�•range for
the performance of an annual ftna�icial and compliance audit af funds received and perf.ormances rendered tulder this
Contract, subjc;ct to the following canditiot�s a�id limifations:
(1) Subrecipieutshall have ai� auditcondueted_ in�acec�r�lanc� w�tiQx�24,�:�:lZ.: §.YSr26;� OMB-Ci�cula�{.�A::133; ane1�31
U.S,C. 750I For any af its fiseal yea�•s include.tf within the Coiitract "l'ec�m in which Subrecipient has expenses of
more than $500,000 in state fimds or �500,000 in fede�al fina��cial assist�u�ce provided by a federal agency in the
fonn of gr�nts, contrlcts, loans, loan guai�antees, pi•operiy, coopai'ative agreements, itrterest subsidies, insur�uice
or dii�ect appropriations, but does �iot include direct fecleral cash assistance to individua(s, The ttrm fedei�al
fin�incial assistance iilcludes awa�•ds of' fiiiancial assis(a��ce received d'u�ectfy fi•om federal agencies, oi• indit�ectly
• ihroubh othcr units of State �id local governmenP,
Pag� R,��f,22t.
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(2) Sobrc.cipiu�t ntay �dili� funds budgei�cl u�ider lliis Conh�act to pay for th�t porlion of the cost of such �t�dit
seivices properly allocable to ihe activities funded by Departm�;nt under this Co7rtract, T'he cc�st of auditing '
servic:es for 1 Subrecipient expending (ess tlian $500,000 in total rederat awa��ds per tiscal year is nat an
allowable charge tincler Federal awai•ds.
(3) Uriless otherwise specifically auii�orized hy Deparhneut in writin�, Subreeipient sliail subinil t.wo (2) copies of
the �adit repoii to the Th.pa�lmeni's Compiiance and AsseC Oversi�llt Division and one (1) copy of lheauclit
report to tf�ebepat�tment's Commuiiity Affairs Divisiv�i within ihirty (30) days after complelion of the audit, but
nm f ater than nine {9) months after ti�e e»d oC each fiscal period included wiQ�in the period of ihis Contcact. ,
Audits performed under chis section a�•e subjecL to review and resolution of findiugs by th� Depa��tmez�l or its
autlzorized repcesenfative, Subrecipiei�ts��all sub�nit such auc(it re�orl to the Pederal clea�•inghouse designated by
• OMB in acc:orda►ace with UMD Circular A 133. , �
(4) At the optiou of Subrecipient each audit recauired by this secti.on znay cover Subrecipient's entire operatiot�s or
each depa�t�nent, age�icy, or est��blishmeiit of Subrecipientwlvcli i•eceived, expended, or otherwise �dministercd
federal funds. '
B. Subsection A of tbis Section 21 notwiihs�tanding, Uepactment reserves the right to conduct an amival finauciat and
complia��ce audit of fi�nds received aud performances rendered under this Contraet, SubreoipienC abrees to permit
Depariment, or its �uihorized rapi•eseni�tive, to a��dit Subrecipient's records and to obi�lin any documents, rnatet�ials,
or informafion nece�s�ry tc> facilifate such audit, Such financizl and complia��ceaudits may occur after tfte close of
' fhe CrniU�t�ct'1'�rm
C. Subrecipienf understands �nd agrees that it sha(l be liable io Depa�•tment foc any cosis disal lowed pu i�s�uantfo financill
and compliance audit(s) af runds received under ihis Contract, Subrecipient further ttnderstands �u7d agrees thai
rei�xibarsenient to Dep�utrnent of such disallowed costs shall be paid by Subrecipient fi•om funds which w�re not
providea or otherwise mad e available io Subreeipient undea� tl�is Contracf, .
D. Subrecipient shall take such actio►� to facilitate il�e performN�ce of such audit or �udits conducted pursuant to this
sectior� as L�;pa�•tn�ent may requi��e of Stibrecipient,
�; Ail approved �SG audit reporfs shall be made a�ailable for public i nspectio�� within thii�ty (30) clays after completion
of tlie audit. .
T'. The Subrecipient shall include.lariguage in a��y subcontrict that providcs the ,Ueputmcnt.Q�e,ability to directly
review, rnoniloi•, and/or auciit the operationa( �md financial perfor�nance and/or records of work �ei•foa•med undec tliis
Contract. '
G::Ueparlrneirtceservesthe cightto,_conductadditional audits ofti�e futtds received and �er�a�'inances.tendereJ.utider.tJiis
Contract. Subrecipient agrees ta permit Depa��tment or its authorized represet�tative to audit Subrecipient's records
a�ld to obtain any documents, materials, oP 11]f4ftnation necessary to facilitate sucl� avdit.
SECTION 22. MANAGEMI:NT OT' EQl'JTi'M�NT ANU TNV�NTORY
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A. Suba'ecipieni. shall comply waih OM'13 Circular 1�-102� 24 C:r:R.-§§85:32 = 85.34 �7icl 10 TAC 5.09= 5,-10; --------- -� -----
B. Subrecipient may not use funds provided under this Contract to purcl�ase pei;vanal property, equi�menf, goods, or
setvices witlt a unit acquisiGon cost (the net invoice wiit price of an item of equiprnent) ofmore tl�an �500.OU u�iless
Sulirecipient has received the prior writteu approval oflkkpa��tment for such �urchase.
C. Upon the termination or non-reiiewal of tliis C',ontrac�, Department may ti�ansfer title to' any such property ar
equipinetit having a useful life of one year oi• more or a unit acc{uisitian cost (the net invoice tiuit price of an item o f
equipment) of $500,00 or �nort to itself or to any other entity receiving Depar(ment funding.
SCCTTON 23. TRAV�L
Subxecipient shall adhere to OMB Cireulac A-$7 and either ils board-approved travel policy, or lhe Statc of Texas U�avel
policies. Subrecipienl's writtei� travel po-licy�sl�al(+�<ietineatc-ti�e- cates wl�ich:S.ubi•eci�i��-t,g}i��-.:t3s�:itt��com�ufin��„i(�e
travel a��d J�el�diemeapenses ofits boa��d members and employcc:s.
Pab�;,fl of:22 ,
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S1;CTION 24. INSURANC� ANll Ii4NDII�G Ri;QCJT.12I1M[�N`T'S
Subrecipientshall maintainaciequate �>ersonal injtuy and property damageliabilily insurance o��, if'Subrecipient is a unit
of'local governmenf, shall maintain sufficient resetves ta protect against the hua��ds arising out of or in co�iuecfion with
tlie pei`Forina�ice of tliis Contract, Subrecipient isencoura�ed to obtain pollution occucreuce insui•ance i�t addi[ion to tlle
�etteral liability insuranee. Generally, regular IiaUility insw�ance��ol�cies do not provid� coverage for pote�iYial efCects of
many health and safety measures, such �s le�d disturbanc.�s a�id other poltufiou occui•rence items. Subrecipient sliould
reviaw existing policies fo dctermine if�ead contamin�tion is coyered, �
lf Subrecipieni will enter inta a construction contract with a third-party in the a�nount i25,000 of' ���eafer, Subrecipient
must execute witl� the cont�•actor a payment bond in ille full a�nount of the conU�act, lf the Subrecipient will enter intn
c:oniract wit.h a prime contractor in excess of �100,000, a perfor.�n�ice bond in the !'all a�nount of lhe contczet is also
i�equirecl. 71�ese bonds must be executecl by a coiporafe surety authoriz�d to do business in.'I'exas, a list of wl�ic(i may be
obtained fi�o�n the State Xnsura�tce Depai�nenl Such assura�ices of cotnpletion will t'un to the Depa�•hnenl as obligee �uid
must ba documented prior to fhe sta��t o f eonstruefion.
S�CTTON 25. LITiGATTOIV AND C.LAiMS
Suba•�ipient sl�al) give Department immedi�te wrilten notice of a�iy claim.or aclion filed with a court or administ��ative
agency against Subrecipient a�id arising out of tlie pe��f'oiYnu�ee of this Canti•act or ��y subcontract hereundea•.
Subrecipient shall fiirnish to Depat'lmenfi copies of all perfinelit pape�s ceceived by Subrecipient with respect to such
aofion or claim,
S�CTYON 2Go T�CHNTCAL ASSJS'Z'ANC� ANll MONtTOR1I�G
Depai�ttnent or its designee may conduet periodic on or off-sile monitoring aud evaluaiion of the efficiency, eeonomy,
and ef6cacy of Subrecipiei�t's performauce of ti�is Con4�act. Department wil( advise Subreoipient in writiiig of �u�y
deficicncies iioted during sucii monitoriag. :Depa��►nent will provide tecl�nical assistance to Subrecipient and will require
or suggest changes iit Subreclpient's pro�;cann iroplementatioti or i�a Subi•ecipieni's accounti�lg, personnel, procuremenf,
and management procedui•es in order io cocrect any deficieucies i�oted. I�I�a��(ment may cond�act foflow-up visits to
review and ass�ss the efforts SuUrecipieot h�s made to correct previously cioied..deficiencies, Department �nay place
Subrecipienton a cost reimt�urscment mefhod ofpayme�it, suspend oz•terrninate ihis Contract, or iuvoke o�ier i•e�nedies
in the event monitoring or oti�er reliable sources reveal inatet'ial defcieiipies. in Sub1•ecipient's performance oi• if
Subrecipient fails to correct a�ly defieiency within tlietime allowed by federa) a� state law or regulaiion or by tl�e terttts
ofthis Cont��uct,
5ECT'TON 27. L�C�AL AUTHU�tiTY
A. Subrecipienl assures and guarantees that it possesses the legal authority to enier into tl�is Co�ltracl, ta receive and
manage the funds authorized by this Co�au•act, and to ��erform the s�rvices Subrecipient has obligated itself to pecfortn
l�ereuncler. 'Ihe execution, delivery, a��d perfo�xnu�ce of this ConU�acf will not violate Subrecipient's constitutive �
— ---- ---_—_ ._ _ _ _ __ __ _
documents or any i•eq�iireinent-to which Subrecipiciit is subjeot and i�epresentsthe legal� valid; and binding agceement =--_--_ —_
of Subcecipient, enforceable in accordance with its f�rrns.
B. Tf�e peison signing ihis Cont��act on behalf of Subrecigient llereby wa�7•a��ts that he/she has been duly aathorized by
Subrecipie»t's governing board to execute tliis Coniract on bel�alf of Suba•ecipient a��d to validly u�d legally bind
Subrecipieiit.to.the.terms, pt'avisionsa►ld perfo�mtutces herein, ,,,,,,
C. Depai�nent shall have the t�igltt to ferminate this Coutracl if there is a dispute as to the (ebal authoriiy of either
Subrecipiet�t or the person signinb this Confraet on behalf of Subrecipient to enter into this Cont��act or to render
performances hereuncier, Subrecipient is liable to Deplrt�nent foi• a��y money it has reeeived fi'om Depa��tment fot�
perf�i�uiutce of'the provisicins of this Co�ili'act, if the Dc�a�tmcnt k�as terminated this Contract for reasons enumerated
ir► this Section 27.
S�CTZON 28. C�MPLTANCh W[T.E�I LAWS w. ,..
A. PGDERAL, S'1'ATC A'Nll LOCAL LAW. Subrecipient shall comply with the McKinney-Vento kloznelessness
Assistance Act, the federal rules a�id re�ulations promulgated under 24 C,��,R, Parts 58, 85, 91, 576, S82 and 583,
Tit1e IO of the Texas Adminishative Code, and al( feclei'al, siafe, and locaf laws and regulations applicable to t1�e
per{ormance ofthis C�ntraet,
Page IO:,,of 22.::.
T3, [�I2UG-I�REE WO1tKPLACC; ACT OP 1.98$; 'I'he Subi•ecinient affirms Uy signi�ib tl�is u�utract tltat it is
implementing tfze.Drug-I'ree WorkplaceActof 1988 (41 OSC701 .etseq.).
C. L[MITED ENGLiSH PROrICIrNCY �,EP . Subrecipients musl provide probram �pplications, forms, �jnd
ulucational maferials in �nglisli, Spa�iish, a��d any appropriate language, based on fhe needs of the service area and in
c;ompliance with t(�e requirements in �xe:cutive Order 13166 of Au�ust 1 J, 2000 ��eprinted at 65 F,R 50121, August
16, 2000 Improving Access to Services with Limited Cng(ish Proficiency (I,I.P) at 67 r,f.t. 4I455, 1b ensure
complia�ice, tf�e Subrecipient must take reasanab(e steps to insure that persons with Limited �iiglish Proficieiicy l�ave
tneanin�ful ac:cess to the program. Meaninbf'ul ac:cess inay eutail provide lanbuage assist�lnce seivices, iucludir�g oi'al
a�td v��itteti iransiation, wliere iiecessary,
D, ACCESS. Subcecipient musi meet th� accessibiJity st�u�d�rds under Sectioi� 504 of the Rehabilitation Act of 1973 (5
U,S.C. 794) a��d its implenlenfiug regu(ations at24 C,F.K Part 8, The Faic NousingAct (42 U,S.C, 36Q] et seq.) and
Titles Il. and iIi ofthcAmarica��s with D�sabilitics Act (42 U.S.C. §§ (2131-12189; 47 U,S.C.155, 201, 218 and 255).
Subrecipients shal) operate eacii probram or activiiy receivu�g rSCi f aancial assistance so that i(ie progra�n or
activity, when� viewed in its enfit�efy, is readily accessibte and usable by i��dividuals with disabilities. Subrecipients
a�•e also reqniced to providc reasonable ucco�nmodations for persons with disabili ties.
E. LEAn: I..ead-based paiilkremediation and disclosui�eapp(ies io aH ESGfiu�ded siielters and a11 ]�ousins occupiec{ Uy
ESG p�u�ticip�u�ts. 11�e Lead-}3ased t'aint I'oisoning Prevention Acl (42 U.S.C. �821-4846), the Residential
T..E:ac3-T3ased Aaint I-I�ud Reducl3on Act of 1992 (42 U.S,C 4851-4856), and the relevant sub��a�is of fhe
impletnc:ntinb regulations af 24 C.F,It. Part 35, Subpa�is A, I3, H, J, K, M a��d R �pply in activities under this branl
program, The Subrecipient inust also comply wiih the t.ead, Renovation, Repair, and Painting Progra�n f'inal Rule, 40
C.F.R, Pac�t745, where ap��licable.
S�CTTON 29. PREVE.NTION OF WASxE, FRAUD, A1�B AT3USk�
A, Sub�ecipicnt shall establisli, maintam, and utilize systems and procedures to prevent, detect, and coi�reci waste, fi•aud,
and abuse in activities fund�xi under this ConU�act. The systems and proceduces shall �ddress possible waste, frlud,
a�id abuse bX Subreci�ient; ils employees, clients, vendors, subcontractors and �dministeriu� agc;ncies. Subrec;ipient's
internal conU•als syste�ns and all transactioiis and other significant events are to be clearly documented, a��d the
docwnentatio�i isto bereadily available for znonitoring by Depa�•tmenL
43. Subrecipieni shall give De�a��tment complete access to all of its eecords, employees, �nd age��ts for ttie pw•pase of
monitoring or investigating the FSG progra�n. Subrecipie.ntshall immediately notify Departmenl of a��y discoveiy of
waste, fraud, or abuse. Subrecipient shall fully cooperate with Deparlment's efforts to c3etect, i��vestigaCe, and na�event
waste, fi�aud; and abuse. � "'
C, Subrecipient niay not discriminate against a��y employee or ofhei' person who reports a violation of the terms oflhis
Co�itcact, or of any law or rebulatio», to Uepa��lrnent or to any appropriate law enforeement authc»�ity, if the repo�•t is
made in good faifli.
� S�CTION 30. �.�RTIFTCATION R�CARUING UNDOCUMCNTrD WOitKLRS
I'ursuant to Chapter 22G4 of the Texas Government Code, by exc�ution of this Contract, Subrecip9ent he��eby cerli fes
that Sub��eci�ient, or a branch, division, or department of Subrecipient does i�ot and will not knowingly employ an
undocumented worker, where "undocumented workar" me��ns an uidividual who, at the time of emplayment, is not
)awful(y admiited for permaneut residcnce to tiie Uniled States oc aud�o�ized`under 1'aw to be'etnptoyecl in'tliat•inanner in
the United States. If, aftei� receiving apublic subsidy, Snba�ecipient or a branch, division, or depa�•tment of Subrecipient
is convicted of a violatio�t under 8 U,S.C. Section 1324a (�, Subrecipient shal( repay the public subsidy wilh interest; at
ihe rate of five percent (5%) per annum, not later than thc 124th day after tlle date the Department notifies Subrecipient
of th e vio lat ion.
i?��;e.11 of.,22:..:
SLCI'TUN 31. CON1� L1C'1' 0[� tNTrR�S1'/Nl+��'OT'tSM
A. Subrc:ci}�ient shall maini��i�a wcitken sG�ndards of conduct governiu�; lhe perfoi•mance of ils etnpioyees engaged in the
awarda�id adininistratioii oPeontrlcts. Itailut�eto maititain writlei� stu�dards ofcouduciand to follow and enforcethe
written standards is a condition of default under this ContG•act and may t�esult in terminaiion of the Co��h•act oc
deobligltion of funds,
B. No em�loyee, officer, or age�Yt af Subrecipient shall participate i�i the selection, awai'd, or adminisicatioii of a co�itract
sunporteci by £ederal funds if a real or appa�•ent c:onflick o£ interE:st would be involved, Such a conflict would a.rise
when the employc�:, of�icer, oi• agent, any meinber of (�is or her inunediate fa�nily, his or her pai�lt�er, or �u�
organi7ation which employs or is about to employ a��y of the T'�rdes indicated herein, has a�na��cial or othec i��teresC
iii tl�a firm selecteci for a�i award. Tl�is also applies to tlle procurement of goods and services under 24 C.I�,it Pa��i
85,36, "
C, TI1e Of�iCel'S, employees, and agents af 4ie Subrecipient shall neidiec solicit nor acceptgraiuities, favors, or anything
of mo��eta�� value from contractors, or parties to subagreements. Subrecipients may set stancia��ds for sifua.tions in
which Uie t'inancial interest is not substantial ar tlie gift is an uns�licited item of nominal value. 7'he standa�•ds of
conduct shall provide for discipli�aa�y actions to be applied forviolaiionsof s��clist�ttdards by officers, employees, oi•
agents of the Subre.�cipient. '
D. Subrecipie.nts who are loeal gove��nme:ntal entities shall, in additio�� to the reauirements of diis Seclion, follow the
re.�uirements of Ch7pfer 171 of tlae l,ocal Government Code regardin6 conflicis of interest oP ofFcers of
municipalities, counties, and certain other local govex�nmen�t,
.E. The pmvision of' any type or amount of ESG assistance may noC be conditiaied on an individual's or family's
accepfance or occ:upaney af eiitei'geney shelter oc d�ousing owned by the recipient, i}�e Subrecipient, or a pa��ent or
subsidiary oi'fhe Subrecipiecrt,
F, No Subrecipient may, with respect to individua.ls oa' fltnilies occupyiub Itousing owned by the St�bcecipiettt, or a��y
parent or subsidiai�y af the Subrecipie.nt, carry out tlie initial evaluation required ut�der §576.40t of ihe ESG
Re6ulations or adin�nis�tei� liotneless�tcss.prevenlion assisilnce under §576,103 ofthe �SG Regulaiions.
SCCTION 32. POLITI:CAL ACTiVCTY P.RUkIlT317'Gll
A, None of the funds provided unde�c this Contract shall be used for in(Iuancing the outcome of any election, or the
passage or def�at of any .legislative measure. This pi•ohibition shall not be consirued to prevent a�iy o#�icial or
employee of Subrecipient fi•om furnishing to any .member of its gover�iing body upon reyaest, or to a�ly other local or
state o�cia! or etnployee or to 1ny citiun infonnation in ihe hands of the em�loyee or o�"icia( iiot con.sidered under
law to be confidentill infortnatian, Any aciion taken ag�inst �n employee or offieial for supplying such information
siiatl subject tl�e person initia8ng the action to immediate dis�nissal from etnployment.
'B. Tto f'unds provided undar this Contract may be used dii�ect.ly or indirectly w hire emptoyees or in any other way fund
,-:: _—_ --___.--.o�� support candidates�for the_legisl_ati_ve,_executive, orjudicial branches_of goveinment of_Subreeipient, ihe State of
_ — - --- ---- --
Texas, or the government of ihe Uniteci States.
SECTIUN 33. NnN-llISCk2.CMINAT.tUN AND �QUAT� Of'T'012TUNITY
A, A person sl�al( not be excludeci fi•om p�u�ticipation in, be denied the bene�tsof, be subjeetet! fo diserimination uncfer,
oa• be denied employment in the administration of or in conneciian'with any prog+•arnror�a�i�vit�r.fLnc�etf�#t� v�holo:oc�in
pai�t with funds made available under this Contract, on the grounds of race, color, retigion, sex, national oribin, age,
disability, political affiliation or belief., ,
I3. Subrecipient ag�•ees to carry out an Equa( Employment Onpoi�tunity T'rog�•am in keeping witli tl�e principles as
providul in R�esident's lacecutive Order l]246 of Septembet� 24, 1965.
C. Subrecipient wil] include the substance of Section 33 in all subcontracts.
Page 12 of 22
S�C1'YON 34. CGl2'K'�I�ICA'T`10N I2T;GARDING CT;I2TAC'N 1)ISAS1'tiR I2ELri�i+ COI�"1'RACTS
77�e Aepartment�nay not awai�d a Contractthlt include�s proposed 6naizciaf participation by a pei,sonwUo, durin� the five
yea�• period preceding t[�e date of this Conti'act, h�s bee�t convicted of violating a federal law in con�iection witl� a
c:ot�u•act awarded by t(�e federal governme�rt for 1'elief, recovery, or reconstruction effoits zs a resull of 1-Iurrica��e Tti(�, as
defined by Section 39.459, Utilifies Code, Hurricane KaU•ina, or any otfier disaster oCCUrcing after September 24; 2005;
or assessed a peuai[y in a fecieral, civil or ad�ninislrative enforeemenl action in connectiotx wilh a contract awa�•ded by i(ae
fedeiaf government for relief, recoveiy, or reconstruc[io�� eff'o��ts as a result of klucrica�ie Rita, as defined by Seeiion
39.459, Utilities Code, I-Iurricane Katrii�a, or any othec disas�ter occurring �fter Set�tember 24, 2005.
By executiott of this Contiact, ihe Subrc;cipient Uereby ce�tifies thai it is eligible to pa�•ticipale in CSG and ackno��ledges
fliat fhis Conh•act may be terminated and payment witl�held if tltis eettific�tion is it�accurale.
S� CT10N 35. C�RTXF�CATIUN R�GA�tD.[NG MAINTENANCE O� E��ORT
runds provided to Subrecipient under 4�is Cont��iick may not be substitutecl for funds or resources fi�om any other soucce
or in any way setve to reduce the funds or resources wliich would h�tve been availabia to or provided fhrough
Subrec;ipient Ilad this Contract never been executed,
SGCTIUN 3G. T)�BARI2�� ANll SUSP�Nll�ll 1'ARTI�S
By signing diis Coiih�act, Subi•ecip.ient csrtifies that neither it nor its curcent pz�.inciple parties a��e included iil the Excluded
Partie:S Lisl System (EPLS) main(ained by the General Services Admn�istration (GSA). Subrecipient also c;ertifies tbaf it
will notaw�•d ai�y funds providui by this ConU'�ct io a�ly party d�at is debarred, si�spended, or otherwise exclucled fcom
or 3neligibleforparticipatioil infederal assistanceprograms under�xecutive Ordea• 12549. Subrecipientagrees that prior
to e��tering into any abree�nent with a pot�ntial subcontractor that the ve��ifcation p►'ocess to comply with iliis
requu�einent will be accomplished by checkiitg the Excluded T'artiesList Syslem at htip;//www.epls.gov/ a� by collectin�
a cercif'tcation fi•om tlle potential subcont�•actor.
S�CTiUN 3'7. SPGCIAL C41�I�JIT70NS
A. pep�a4m�a�t shail not release any fucids undea• tltis Conu,act until Depa��tment has deternzi«e� ihat Subrecipieilt's fisc;al
conh•ol and fliud acconniin� procedures are.adequlte to assure the prope�� disbu�•sal of and acoouniing fqr sucli funds.
I3. Depai�nent shall nol release any funds under fliis Conh�act until T�epa��ttnent has received a properly cotnpleted Uirecc
T�eposit Authorization form fi•om Subrecipient.
C; Subreci}iient shalt oiilig�te {as sucli t�rin is defined in 24 C,F,R: §57G,203)' al{`'fulsd's=provrded�-u�tcier tliis Con6�act
within 120 days as of the date in Subrecipient's award lette�', Depat�Unent wil I rec:apture any funds not sc> obligated.
D. Subrecipient shall ensnre that any buitding rehabilitated with funds provideci under this Conti•act is maintained as a
sheIfer f�r the Eiomeless for not less than a three (3)-yea�' period a• for not less thu� � ten (]0)-year period if such
- funds u�e'useci for major rehabilit<itiocr or conversion of the building: =Tf�e ap��licable period s}3all be calculated-u�-=- --.- ----
accordance wiQ� 24 C.I�.R. §57G.
E, if Subrecipient uses funds received u�idee this Co�itract to provide esseniial sei•vices, homeless preventioc�, o�•
mainte�iance and operating costs, the activities mus�t be ca�•rieci out �aitil al l of fhe funds made available under this
CUntract for such acfivities are ex�encied or for fl�e ConU•act Term, whichever is shni�ter. Subrecipicnt may use one or
moresites or s�tructures to ca��iy out tlie activities buk it musl seive die same general populatioi�. The "sa�ne general
populaiion" means the types of homeless persons originally seived with the fiinds or persons in the sa�ne �;eographical
a�•ea ' .
I'. Subrecipieziishall make known that use of the facilities and services fuaded undar 4�is Contract ace available to all on
a nondiscriminaiory basis. Subrecipient also must adopt at�d impleinent procedures designed to makt available to
interesled pecspns in:Formation cot�ceiz�ing the existenca and location af seivices a��ci. facifilies that �re aec:essiU(e to
persons with a disaliility.
G. Subrecipient shal( admi��ister, in good faith, a policy designed to ensure that ifs homeless facility is fi�ee from the
illegal use, possession, or dislribution oCdrugs or alcohol. �
Page 13 of 22 , ..
I-I. l�or a��y ESG activities that ���ould cesult in the displacement of persons c�r businesses, Subrecipient must follow
Uniform Relocation Assist�uice at�d Real Propecty AcGuisition PolieiesAet: of 1970 (42 U.S,C. § 4201 - 4655) (URA)
';��d its itnplementing regulations at49 C,RR .Part24, Subpai�tB, and t-�UD Ha��dbook 1378, �
I. Subrecipient shall, to t(ie maxunurn extent practicable, involve, tlu�oogh etnployment, volu��teer seivices, or
oiherwise, homelessii�divldualsaud f'a�nilies in constructing, a�enovation, mainiaining, and operatin6 facilitiesassisied
tmder this Contract, in providing services assisted under this Contraci, and in providing services for occupa��ts of
Cacilities.ikSS1Sf� 11.i1CICC this.Contracf.
J, Subrecipieixts utilizing FSG funds foi' CCIlOVi1�10�7� repaic, reh�bilitation, or conversion of buildings arc responsible for
wmpliancewitU 24 C,F.RPart 135, refec��ecl to �"Se:etion 3," and shal) include the clauses listed in §135.38 inall
subconb•acis covered by Section 3. l�omeless individuals have priority ovei� Seetion 3 residenis.
K. if Subrecipieut infends to provide emergency shelter for homeless persons in holels or motels, or other commercial
faciliti�s providing iransient llousing, Subreeipient ��tust provide dle Depa��tment witl� a certification that; (1) leas�es
negotiated betw�en-Subcecipient and providers of such liousing provide or will provide that�the living space wi[( be
rented at substantially less that the daily room rate othe�wise cha��ged by tl�e faciGty; and (2) the Subrecipient has
considered otl�er facilities as emergency shalt�r, and has delerminecl ihat. use of the f'acilities provides the most
cost-effective means of providing emeigeney shelter in its service arca.
L. Subi•ecipiar�t shall develop and im�lament procedures to ensure the coi�fideniiality of records pe3•tairiing ta a�iy
individual provided f�vnily violence pi'evention oc treatment services u�ider any pz�oject assisted w�der this ConU�act,
a�td that ihe address or�loc�ltion of a�ry famify violence shelier pcoject assisied will, exceptwith wi�itten authoi�ization
of the pex.son or persons ��esponsible far the operati on of sucla shelter, not be made pt�bl ic,
ivl.Subrecipient shall ensure that any building for which ESG amounis a�•e used for renovation, cai�version, or major
reliabilifation must meet ioca[ governmeni safety and sanitation sta��dards u�d shelter and housing sta�idards as
outlined in §57G.403 oftlie C3G Regulati�ns.
N. Norie of the funds p��ovided under tllis Contracf may be osed i�� cxmnection wiih any dwellin� unit unl�ss tl�e uiiit is
protected. L�y. a:hardtrvired oi� baite�y-operateci smoke cietectoc 'vtsfalled in accordance: with Nataon�l Fire Rrotection
Association St�7ilda�•d 74.
S�CTIUN 38, ND WAIVI:R
Any right or remedy given to Depart�nent by this Contract shall noi preclude tli� existenc;e of any other right or remedy;
tieiiher shall,any.,: action.taken in ttie exercise of any right or ��e�ned�,be deemed a waiver of ar�y �thei• right or �•emul}�.
The fai lure of nep�rtrnent to exercise a��y righl or remedy on any occasion shall not constiWte a waiver of Uepa�•tmei�t's
right to exercise that or any otlier right o►� i•emedy at a 1 ater time.
S�CTTON 3y. OTtA.L AND WRiTTEN AGR��M EN'fS
_ _----_ -- -------- -_--- -= _=
_ __ _ - —
A. All oral and written �reetnenfs between the parlaes to t[iis Coiiiract relafin� to tfie subject mattei� of tliis CoriU�acthave ----------- --
bee» reduced to writinb and are cor�tained iil ihis Conteact.
I�. 'I7�e attachments eniirner�ted a�id denominated below are a pa��t of tf�is Cpntraot and constitufe protnised perforanances
uuder ihis Contract;
I, Exhib3t A- Per�.fonnance Document `
2. �xhibit B - Budget
3. �Exliibit C- Mateh Requ'rrements Document
4, Exhibit D- Applicable Laws and Regulations
S. �xhibit �- Cei�t.ificatiot� Ttegai•ding 1,obbying fa• Confracts, Ga•ants, Loans, and Coopei•ative Agreemei�ts
S�C7'XON 40. SLVGI2A'BILITX
If any �etio�i or provision �f this Contract is held io be i»valld or unenfoi'ceable by a courtor an administrative tribunal
ofcompetcnt jurisdiction, the remainder shall remain vtilid and binding.
Pa�e,1.A::.nf,: 22.
SI�C'I'lON 41. COI'�'RICH1' _
Subreeipicnt�nay eopyrigk�t matecials developed ii� the performance ofthis Contract or wid� fui�ds expeiided under this
Contract, Depai�nent at�d HUD shall each have a roya(ty-free, no�zexclusave, u�d irrevocable cight to reproduce, pubGsh,
or otherwise use, a�id to auHiorize oihers to use, f1�e copycighied work for governme»t purposes.
SECTION 42. USG OF AT.,C�HUI�IC'B�VI?�RAG�S
i�unds provided undei� fhis Contcact may not be used for fhe payment of sala��ies to any Subreci�ient's em��loyees who use ,
alcoholic beve��ges while o�i �ctive duly, fot� t�•avel expenses expencied tbc alcoholic bevera�;es, or foc tl�e purchase of •
�lcoholic beveraages, '
S�CTION A3, �AIT.H i3ASED A1vD SECTARIA,N AC'T'TVITY
I'unds provided unde�� tivs Contract may nat be used for sectarian or inherently religiaus activities such as wocship,
religious instruction or proselytization, attd must be for the benefit of peisons reg�rdless of reiigious �ffiliaiion,
Subrecipientshall compiy widl theregulations promulgated at 24 C.F.Tt, §576.40G.
St;CT10N �4. FOC2CC MAJUR�
If tlae obligations are delayed by t(�e following, un equitable adjusi�nent v,�ill be made for delay or failure to peri'orm
tiei�eunder: �
A. Any of tiie fofiowin� events: (i) catastraphic weather conditions or other exh�aordinaty elemeais of i�ature or acfs oi'
God; (ii) �cts of wa�• (decl�u�ed or t�ndeclared), (iii) lcts of ferrorism, insurrection, riots, civil disc�rders, rebellian or
sabotage; a��d (iv) yuaraniines, embargoes and otl�er similar wiusual actioc�s of federaJ, pz•ovinciai, loc�l or foreig�l
Governmental Authorifies; a�ad •
B. The non-perfotriung pa�ty is without fault in ca��sin� or failing to prevent ttie occurrence of such evet�t, uid such
occurrence could not l�ave beesi circumvented by reasonable precautia�s �nd cotild taot have been prevented or
circumveuta( through il�e use of commercially re��sonabJe alternative souref;s, work.around plans or other zneans.
SCCTION 45. TIML IS OF' Tii� �SS�NCE ,
7'i�ne is of the essence with respectto Subrecipieni's cotnpliancewith all covena�rts, agrcemc:ni�, terms �u�d c;onditions of
thi s Co utr�ct. ' ,
S'�CTION 46. COCINTF.RPARTS;49�VI)'�A:CS1iVf'I'�i.�'SIGNA.�'UREt� � • "
This Conlrucf may be executed in one or �r�oi�e counterparts e�ch of which shali be deemed an original but all of wliich
tagelher shatl cot�stitute one a�ld the sa�ne insfivment. Signed signature pages tnay be �•ansmitted by facsi.mile or otl�er
electronictcansmission, and ariy such signature sl�all have tlae saine legal effect �.s an oribinal,
S.CCTIUN 4'�.. NUMB�R, G�NDER
Unless t��e context roquires ot}ierwise, the words of the rnasculine gender sh��ll includc itie faminine, and singular words
shoil include the p1ur1L � .
Page. 15,. of 22 . • . . • ,
SCC1'[OfY 48. NU'i'TC�:
A. If uotice is p��ovided concerning tl�is Contcact, notice may be given aE ihe following (hecein re:ferred to as "Notice
Adclress"):
As to Depai•tment: � �
'I'�XAS DEPAItTMrN1' OIj HOUSING AND COMMUNITY AFPAIItS
P, 0, Box t3941
Ausfin,'1'exas' 7$71 i-394]
Atlentio�y: Michael De Younb - , •
1'elej�hone: (512) 475-2125
I� ax; (512) 475-3935
michael.deyoung a Whca.sfate.tx.us
As to Subrecipient:
City of. Denion
601 E,1-Iickoiy Street, Suite 13
Denton, TX 7G20S
Attention: George C�mpbell, City Manager
'I'elephone: (940) 349-775G Fa�: (940) 349-7�53
fsmail: george,campbell rt cityofdenton.com
B. All notices or other communicaftons hereunder shall be deemed given wfien dclivered, mailed by overnighiservice,
or five days after rnailing by eei�tified or registerecJ inail, posfage prepaid, return reeeipt requc�ted, addressecl to the
appropriake Notice Address as deCtned in the above Subsection A of this SeoCion 48.
S�C'�'ZON 49. V�IVU� AN� JURTSDTCTIUN
� This Contraciis delivered �uid inte��decl to be pecformeci in the State of'I'exas, Foi� pur�ioses oflitigation pursuant to tllis
Contract, venue shall lic in Travis County, Texas. �
�XCCUI'ED to be ef�ective on 0'ctbber 41, 2012
City of peuton
a �olitical subclivision:.of,fh.e.State..af .T,exas _
}3y:
Titl e;
Date:
APPROVED "AS TO FORt�:
CI'TY ATTORNEY
CITY OF DENTON, TEXP�S
, ��_
BY: %
--_---=-= -----_ —�_-__=— __— —=-_
= ___ --__ ___ _
� - - --- _ _ _-- ---
TEXAS DEl'ARTM�NT OF HOUSING AND CnMMUl�iXT'.Y AFFATRS, a--ublic.—axid officin �
a�;ency of the State v� Texas
By;
'T'itle: l�s duly authorized officer or representative
Date:
Pagc�::l G .0£.22..., .'
TLXfi� �k;l'A�Z'I'MLN �' Oa� HC?US:[NG AIV�) COMM'UNI'1.'X �lk 1iAIR�
CON"1'ItACT NO, �12120001530 T'UR'I'HE
FY 2012 �MBRGZNCY SOI UTIONS GRANTS (ESG) PTtQGRAM
CFDAN0.14.231
FX�I1B1'T' A
PERf ORMANCI� .�UCUMLNT
City of Denton
a polifical subdivision of tl►e State of Texas
1'erfor�tiance Sfatetnei�t
Octobe�• l, 2012 - September 30, 2013
FXNAI�C.(AL'�XI'�NDITU�tE TtCQU1REMENTS:
To �ssure tlle iimeiy and appropa�iate �se of �SG funds, tl�e Department has establishecf the followiii� expenditure be�achma��ks, The
Depai�nentwill review Subrecipient peeformance in expending progra�n funds on a qua�•kerly basis, Subrecipient is ac3vised th�t failure
to axpend funds in a timely fashion may affect fafure funding opportunities. ,,
Subrecipie�tts musf follow the following ex�enditure schedule:
Contraci 10% expended as provided in the Budget by the end of fhe .f.,rst quarter-Ueceinber 3 l, 2012,
Contract 40% expended as pi•ovided .in the Budget by the end of the secoiid quac�tei•-Marci� 31, 20I3.
Contiact 75% expended as provided in tlxe Budget by tl�e end of the third quarfer-June 30, 2Q13.
Confract I 00% expended as provided in dle Bud�;et by tlie �nd of tl�e Contracc Term (fourt{� quarter)-September 3Q, 20 ] 3,
PROGR.A.MMATIC PGTtFORMANCE T2EQUIR�M�NTS:
To.assure.the.ftmely and appropri�le use of rSG funds, the Deparl�nent l�as included il�e folfowing performance.sc}iedule as pa�•t offhe
Contraci. Subrecipient will establish ta�'gets for p��ogram activities a�id wi1( repor( those la�gets to tlie �epa��hne�lt via t(�e 'fa��gets
Spceadshect For�n supple.ment to ihis ..Coniract whic6 wrll be emailed separalely to the Subrecipient. Subr�cipient wi(I repoi�t
performa�ice on a�nonthly basis to the Deparhnent ihrough the Community Affairs Conu•act System, and tl�e Departtnent wil) review
Subrecipienf perfonnt�ice in meetiiig prograni targets on � qua��E�r1y ��sis: Subt''ecipienC' is �dvise�d'iliat"failGre^to provide program
seivices in accordance witl� tlie targets establislaed by the Subrecipient may affect fiature funding oppoJ�Eunities.
Subrecipient must follow the foliowing perforina��ce schedute: ,
— , __ _�_— _ _
— - -- - -=- --__--_-__-_ -- _ _
--_- - ------- ------
No less than 5% oi'all tar�gets, as establishe;d by the Subrecipient met by ihe end of the fi st quarler�Decernbet� 31., 2012.
No less than 3S% of all tai�gats, as established by the Subrecipient met by the end oP t.he second quai�ter-March 3l, 20 ) 3.
No less than 75% of all target_s, as establisbed by, the Subrcciqient. met by the end of the third qua��tec-June 30, 2U13. _
100% of all .targets, as establisheti by the Subrecipient met by t}ie end of the Contr�tct Term (fourtl� quarter)-September 30, 2013.
I.? 1ge,,.l 7, , .o.f:.., 22:
'i'L�A.S l)LI'AR`CA'LC,IV'1' UI< HOUS.I'NG AN0 COI1'1IV�UI�II'.I'Y AI+Y+All2S
CON"1'RAC'f N0. 42i2(3�01530 t'OR 11�L
rY 2012 GM�RGENCY SO�UTIQNS GRAN'I'S (ESG) PROGI2�1M
. CFDA N 0. 14,23 l
EXI-IIl3TT I3
I3UDG.f3'.1'
City of [)e�tto��
a polit[eal subdivision of the State af Texas
llCPARTMENT T'INANCTAL OBI�IGATIONS
Buc3 et Cate or Ca#e�ory Totals
Sfrcet Oufreacik • $ 0.00
%►ncrgency Slielt.er � 262,872.00
Csserxtial Services $ 137,594,00
Opei•atSozis . $ 125,278.00
Homelessness Preventiau $ 9'1,962.00
Housing Relocation and Stabilization Services-.rinancial $ 5,OOOAO
Tenant-based �•eiltal assistanee. $ 92,962.00
Rapid Re-Housing . � 89,0OO.Ob
Housing F�elocalion aiid Stabilizatioii Se��v'ices-ri�i�ncial $ 7,SOO.OU
T�ousing Relocntion aytd Stabilization Secvices-Services $ 33,000.00
'I'enaut-based reiital assistance $ 48,SOO.OU
Homeless Management luforn�ation System (HMrS) � l I,OIb.UO
Admtnistraiive Costs • � � 11,Z90.15
TOTAL � $ 47a,xao.zs
Acidiiional funds may be obligated via Amendment(s), ruuds may ottly be oblibated <utd expended during the currea�t Cont��act Tcrm. ,
Ui�expendecifutadba(ances-willberecaptured.- ___---_--- —_----�-_.—_ _:_
FOOTNOTCS TQ BUllG�T rOR AVAILAl3L� AL.LOCATIONS: .
Subrecipient must request in writing any adjustment needed to a budget categoiy before 'TDHCA will make any adjustme��is to the
biidgetcaiegories. Ouly those wi•itten request(s) fr•om the Subrecipients t•eceived at least 60 days pt•ior to tite en�i of
fl�e Contraet Tei•m vrill be reviewed. TDHCA nnay deeline to x�evieFV wi•ittc:n.,r,�c�,uesis,t;eceavul,cl.ui•Ing,the,fit�al 60
days of the Confract Term.
Maximum for adtninistration basecl on 3.25% of ttie total a[lowable expendiittces excluding travel for training.
Subreclpient may zpply Administi�ation funds to pay for fravel costs incurred to attend the Se�temher 13-14, 2012 GSG t'rogram
Workshop held in Aus�lin, Texas,
Pagc; i 8 of 22 �
'X'�XAS llrkA..C2TMLNT Ob" HO�JSING� ANI) COMNItINI'C'Y ArkAiX7S
. CON'T'RACTNO. 42X2�01530 FORTI-1E
FY 2012 EMBRG�NCY SOI,UT'IONS GRANTS (I:SG) PROGRAM
CI4AAN0. 14.231
� . FXill'BI'T C
MATCH R�QUiREMGNTS DOCUMFN'I'
City of Ucnton .
a pol�tical subdivision of the St.ate of xexxs
Type (Soue•ce_ of Matct��
Otl�er Non-�SG N.UD �'unds
Uther '�ederal Funds
State Govet�itmeni
T�ocal Governmeut
Private Fuuds
Ofhe��
F���.
Pro�ram Incocaio
MATC�T `1'o'z'A��,
PagG�l.9 af, 22,
lloTlar Value
$ 0.0�
$ 7 _5,655,00
$ O,UO
$ 13,378.00
$ 379,482.15
� 63,625.00
$ o.00
� � o.00
5� 472,140.15
s
�SG Subrecipients �nusk match their awu'd amaunt with an equa! c�r gre�iter a�nou��t of resource.s from other Iha�� LSG funds,
�li�„'►ble Sources_�f Maich: � '
° any source i��cludin 1 any Nede�•al source (except for �SG) �
o any state, local,ln�pa'ivate s�urces. ,
If usin� Cederal sources, tt►e follovvin�les apply:
o the laws go'verning any souree to be used as��natch musl uot prohibit tl�ose fimds fi•om bein�; used as match;
o if ESG fund s are to be usecl as mltch for anotlter fede��al pro�ram, t}ten that ��to�ram may n ot be used as m�tch foc ESG.
Reco�;nitio�� of Matcl�in� Contribnfions: . •
o Match funds n�ust meet all the ccquire�.nents that apply to �SG funds (excepl expendilw�e limits)
o M�ttching contributions must Ue prov3ded during the Colrtract Terin '
o Cash contcibulions must be expe�ided witl�in the expenditure deadJine di��•ing tlle Contract 1'crn�
o Non-c�sh contributions must be mad� within the expenditure dcadline (above)
o Cantributions used to match a previous ESG grant may nai be used to match a subsequeni grant
6 Contributions used ta in��ch a.tt�ther federal grartt may not be used to match ESG
�li�ibie'f'ypes of Mafcl3xn� Contributions:
1. Casli Coutributions-Cash expended for allowable costs as defu�ed 'ul OM�3 Cireu(ars A-87 (2 C.r,R. Part 225) and A-122 (2
C.F.R. Pa��t 230) ofthe Subrecipient, Sources of cash confributions tnay inelude private do»ations, or grurts, fi�om foundations,
nonprofiis, orlocal, statea�id fedcral fiinds. �
2, Non-Casl� contri��utions-Non-cash conteibutions a�'e thevalue of any ceal properry equipment, goods, o�� services contributed
to th� Subrecipienf ;s I;SG progr�un, provideci tli�t they would be allowable if the Subcecipient hed to pay' for them.
Costs paid by pro�;ram income during the gra�it period 1re to be considered as match providecl they are eiigible costs that supplement
the L'SG pro�•am. '
Page,2�, ot' 22
TLXAS DL�'�1.�2TMLNT ()T� HO'U�INCy AND CUM1VilJN.[TY tirl<.A.�RS
• CQNTRACTNO. 421200QZS3Q FOR'I!-[E -
FY 2012 EMGRGLNCY SbLUT'(ONS GRA'NTS (BSG) T'IZOGlv1Na
CI'UANO. 14,23 I
EXHIBIT D
APT'LICAE3LL iAWS AND ttEGUJ..A'T'fONS
City of D��iton
a political sttbdivisioi� of the Sfaie of Texas
These applicable laws inclucie Uut u�e nok Jimiied to Homeless �mecgency AssisGance and Rapid 'I'rat�sidonto I-�ousing Act; as ameitded
(42 U.S,C 11302 et. seq,)
24 C.T.R. Put 8S;
24 C.r.R. Parl 91; •
24 C.%,R. Part 576;
24 C.F.R. T'ai�t 582;
24 C:.�.�t. Pai�t 583;
Applicable Of'fice of M1►�agement and 13udget (OMB) Circulacs;
10 Texas Admiiaistrative Cocle, Chapter 5, Siibchapters A, and K
Pa�e.2 f of 22
'i'I�XAS D.1;PA.RTIYILN�� OZ+' H�(}USZNG AN.� CUMM:UIVI'�'Y Ar� 1+AIRS
CONTKAC'1'N0, �2120001530 POIt Tf-IE
rY 2012 LMI;[tGGNCY SOLUT'IONS GRAt�'TS (GSG) T'itOGkZ�M
CHpANO. 14,231 �
EXHXBiT F^,
C�fZTi�'ICATION R�U.A�itUZiVG I,DIiT3YIT�tCx P'UZ2
C:QNT�2AGTS,_G�RANTS, LOANS, AND COOYERATT.V� AGZt�,1�M1�,NTS
CSty of Denton
a politicnl subdivision of Ehc State o�'Texas
T'he undersigned certifies, to the best of its knowlcdge and beiief, ihat:
1. No feciet�al approptiated.-funds.l�auc..beera. paid or will be paid, by or on bel�1(f of.the wide.rsignecl, to a�ry person for iiaf�uencing
ot attempting to influe�lce an officei• or employee of an agency, a member of congress, ari officei• or employee of congress, or
an exnployee of a member of congress in connection with tl�e awardin� of a��y fedet�al eonh•act, the making of any federal grant,
the ,making of 2iiy federal loan, tlae entering into t�f any coopet•ativcagreement�, or modifieation of a�ry federai contract, grant,
loan, or cooperative agreement. �
2. lf�u�y:�unds otl�erilian federal appeopriate<1 funds have been paid or wilf Ue paid to ��ny pei:son for influei�cing or attempting to
influence au officer a� employee of a�iy agency, a member of congcess, an officer or employee of congress, or an employee of a
n,embzr of congress in connc.cCion with this federal contracl, gra��t, loan, or eoopel�ative agreement, tha undersigned shall
complete �id submit standa��d forro -LLi,, "Disclosure Focm to Report T.obbying", in accordance witli ifs i nsiruetions.
3. The undeisignecl shatl reqtiire fhatfile languabe of k}tis ce�iification be included in the aw�ard document,s far all sub,awa�•ds at a11
tiers (i��cluding subcontracts, sub-grants, and contracts under grants, loans, and coope�'ative agreements) and that all
sub-recipient� shafl ce��tify and disclose acco.rdingly, ' �
Tltis certiCcation is materia) repr�.sentation of fact on wiiich reliance w��s placed when this Uans�te{ion was made or enierecf into.
Subrnission of this certification is a prerequisite for making or entering into this u�ansactioa� imposed by Section 1352, TiNe 3J, U. S.
Code, Ai�y pezson who fails to file t}�e required certification shal! be subject to a civil penafiy of not less than $f0,U00 a��d not more than
$10U,000 fo.r ezch such failure.
City of llenfon
a political subdivision of the Sfate of Texas
—�:
- -- -- __- - —,_.._ ---- -- - -
--
_ Tif1e:_ . _
Date:
Pagc 22 of 22
`f'li:�C.A.�' DLX'A121'MI+�N"r OF 1-10iJ�lI�1G Al�]ll COMM:UNITY 1�liFAIK�
CON'F'ItACTNO. 421�1�1Q�1�30 FOR Tk1�
F�Y 2012 E:M�fZGi:NCY SOLUTIONS GRAN`T� (�SG) PItOG�tAM
Ct� I�A NO. 1 �3.231
Exhibit 2
�C,CTIOI�1 1. PARTI��'T(? `�'�-II; CC).iVTR�C`T
T'his Linergcncy Solutinf�s C»•anls �ontract No. 4212[�1O1530 (13c��ein t{�e "C'antrac#") is �nade l�y a�id �eiwecn tl��:
T�xas Uepa��tment �f� i�o��si���; aaad Co�a�minaity Affait�s, a pta�lic a�d c�fficial agency af tl�e 5tate of Texas, (he��eiz�at�er
tti� "Depa��tmer�t"} a��d C�ty o�' D�ntr�n, a�aolific�l s�bdi visior� of t�te S�ts af Tex�s (kleeeinat�er the "Stibrecipi�n�').
�E;CTIDN Z. C()NTRAC`[' 'i'ERM
The pceiod of perfoa•�nance of this Co�lt►•act, uilEess ea�•Iiee teiminated, is Octok�er �1, �01�, th�-ou�h �e�tern�r 3U,
�013 (het'eit�af�e�• t}te "Corth�act `I�et•�n").
��CT�ION 3. �UBItECIPlE1VT PEiz�'C)RNtANC�C
Suk�e�cipi�nt s}�dll de��lap and implement an F;n�e�•�;e��cy Sol��tions (,r���t5 �'��ogra�n ("�;SG") in �ccorc{�7iE;e with ti�e
ter�ns of t}�is Coni�•act a�id tlte T;xhibits ��t�ached to tliis Contract i��corporat�d hErein for a[1 re[eva�it p��e�oses.
Sub��ecipierltshall clevelc�p a�td i�np[eme�it tlie �;SG to assist hojneless ���dividuals or peE�sons at i-�s[c of horr�elessnessto
q�iickly regair� sfabi lity i�i perrra�a�ent housita� a�e�• ex}�eriencing a liot}siilg crisis andl�f� homelessr�ess. ���brecipie�tt shall
i�nplem�nt GSG in accardance with the provfsions of the Homeless Ernergency t�,ssistar�ce and 12apid `I'ransition to
}�otrsir�� Act, as a�nendad {42 �l1SC I 13p2 et. s�.j {hereina$er the ."Act"); tlie U.S. De�a�finent of Housing ai�d lij•ba�i
De�eto}�ment (her'einafiec� "NUD") reg�ilations codi�ed in 24 C.�'.R. Pa�-ts SS, 91, 576, 582 and 583, any ap�licable
Office of Ma��a�;ement ��nci �3udget (OMB} Cireu{a��s; a��ci 'Title l0 of' f�le Texas l�d�nitiist�'ative Cade, as a�neE�ded fro�n
time tc� tirt�e. Subreci��ient sl�al] �erfor�ri a[! activifies i�t accorda��ce with llie tertr�s af' 1'erfot�nance Dacumet�f
(k�ererr�after "�xl�ibit A"); tf�c Budget {l�eeainafter "�:xhib�t �3"), t{ie Maic�i �tequi��eir�ents �I)acume��t (�ez�eiaiG���a- "�;xhibit
C`); theApplicable �L.aws anci R�bulatioe�s (hereinaf�er "Fxl�ibit D"}; th� C:e��if catiar� Re�;a►'din� Lobby��i� for Cor�h��cts,
GE��lts, l,o�is, and Cooperative Aga�eernetat� (I�e��ein�ti'er "�.xl�ibit' E"); tlie assu�'a►�ces, ce��tificafiions, and oih�r statezne��ts
�nade by Su6rec;ipient in its F�G applic�tEinn, and with all ntk►er Ye��ms oft.his Co�tract. If the persons to bet�eft frc�rn ihe
activities described in Exhibit A��e �aat rece[vin� a. service or benefit, the �ubrecipient is liab[e to repay tlac lle�a��i�nent
any assaciated disallow� co�fs.
A. Pef�Formance relaied to established tar�ets will be re��octied in fhe �.SC monthiy perfornl��ce Repart and
aceamplis9unent iE� meeting ta�•�ets wi[I �e coc�sidet•ecl i�i applieatron for futui•e fundin� oppc���tuniiies with tlie
De��a�'�neitt.
T3. All fut�ds rnust be iuily expended within ihe Contract Term at a level acce�tat�le to the De�arhne�ti. �'he Departmenf
�'eserves the ri�;hti ta �'equest a�t expendiCu��e pl�n if it appe��'s fut�ds will t�ok be expencied within the Con#ract `I�erm.
�ECTlOi�I 4. .11EPARTN��1�T �'INANCIA�, 013I,I[�ATIO�N�
A. In co€�side���tion oi Subre�ipient's full and safisfactory performance of t�iis Cor�tract, Dep�u•tment shall ��einlhurse
Subrecipie3it for fl�e actual aliowablc costs incu►�eed by Sub��ecipSec�t in the atnou��t specific�3 in the "Budget" attached
hereto as l�xhibit � afthis Coii��ac.�t.
i3. Ar�y cieeisio�� to obligate additio��al fin�ds oe denbiigate f�ui�ds s��ali 6e macle i�� w��iting by De��u-�m�nfi in its sole
discretion basec� u}�on the st�Yus of fundin� uncle►• ���ants tc� Depa��tmenE and Sub��ecipient's overall co�n�lia�tce with the
terms af ihis Conh�act .
C. Department's obligakinns ur�dea• t}ais Cont�'act ar'� conti�lgen# tipon the acf�ial receipt of` adequate L,SG fi�nds fi•orn
HUD. 1f sufficicnt funds �re not available to �nake pay�ncnis uncler tliis Ct�nt��act, Departat�ent sliall notify
Sul�reci�ie�ii in w�•itin� within a reason�ble time after sisch fact is determined, Dcpartment slt�1[ t}�et� ter�r�ir�ate tk�is
Cuntc'act and will riat L�e liabie for tiie fai[ure tc� rnake any pay�ne�tt ta Subreci�ient andcc ih[s Contract,
T'zgc 1 of 22
l7. Subrc�ci�ie�it sl��f! re;fund to De��aa•t�x�ent a��y su�» of mot�ey wl�ic}1 }�as beex� �aid to �ubreeipieE�t 6y I]cp���ttnent,
whicli Depai�fi��ent dete�'�ni�ies has resultecl i�i a►t overpayinent, nr which lleparlrne«f determines iias �iot 13een s�e��t
st�'ictly it� ��ccordanee witla tl�e t�ri�is of t}3is Car�tr�ct. Subrecipient slaa{I �nakce s��ch ��efund �uitlii�� �f�ce�i (15) days
aRer the Departinent's ��equest. �
��CTION �. N1ET.HQU Ol+ PAYMTNT/CA�N �ALANCE�
A. Subrc�ipienis rnay rec�«�st a one iime working capikal adv�iee fo�� tlti�ly (3�) days easll �lee�is or an advance c�f
;�S,ODa, whicl�ever is �;��eater. In order to j�eque,st a�a aclvance payment, S��bi•ecipient must subrnat to l)e�ar�rt�exit a
prnperly co�npletec� expenditus�e repc�rt th�i ine[udes a reques�t for aciva��c;c; fi�nds (F'��ajec;ted I::xpenses). 'Thereai�eG�, tk�e
Suhrecipiet�t wip be �'ei�nbursu{ far tl�e �nouni c�f actu�►I cash disburseinents, a reitnbuE�se�ne�ii U��.sis.
13. 3ubrecipie�3t si�all estiablisl� prncedu��es to �31i�imize the tiine ela�si�g hetweeti the tr��sfei• of f��nds fi•ort� De�a�•Cmtnt
to Subi'ecipient and the disburseine�it of sucEa funds by Siz6�•eci�ient.
C. Section S(l�} notwiths�tandi►�g, Depa��ne�t ��ese��ves the right ta use a i��odi#ied cost re[�nbuz�sexnent me#iiad of
payment wltercby rei►nbu��seme�lt of costs incui���ed by a Sul�recipiertt is �nac�e only afte�'the Deparkrnent has t�evieweci
a��d approved backup document��tioxa ��rav�dcd by the Subr'ecipi�nt ta su�poi�t such cosfs fo�� a1.1 funds if at acly time (] )
Deparhnent dcter'naiixes that St�brecipient has maintaii�ed caslt batat�cus in excess of Eleec#, (2) I�e�art��ent identifies
any def ciency an tl�e cas�� co7zh�als or ����ncial tnar�agernent sysfem usecl by Sub►�cipient, or (3) 5ubreci��ieitt fails t�
cA mply wi � th�: s�epo�`tit�� t�c�uir�ients oF Sectio n 12, of t}ai s Conteact.
D. All funds ��aid io Suh��ecip�e�it ��a�•s�i��it lo tl�is Caa�tr�ici a��� paid in trust for the exelusive bene�t of tk�e eli�;ible
reci�ieni�s c�f �;SC services and tortlte pa}nr�en� of allowable expe»ditu��es.
F:, Dep��•t�nent rr►ay affset o�� withhold aity �rnc�ua.�ts otherwise owed to 5ubeecipicnt under �k�is CotlCract a�,ainsi any
amat�nt owed by Sub��ecipient t� Depart�ncnt �'isit�g uncier this Con[��aci.
�IsCT14N 6. CO�T PRi�NCIi'LGS AND ADMIN�STRATIV� R�;Q�[1IREMEN'T�
A. I�xce��t as express[y modi fied by law c��' liie tet�ms of' fi�is Cont�aci, ���bz�ecipicrtt shal] co�nply with the cost p3�inci��les
and unifo���n administ�ative requireme�its set fo��tit i�t t}�e U��iforrm Grant Maa�age�ljent Standards, f0 T.n.t;. §S.iQ et
se;q. �hereinaftet• "Unifo��m G�•ant �M��nagement St��d�•ds"}, AII ref�;rences Cherei« to "local guvet�i3rnent" sl��(1 bc
canstrued Co n�ean S�ab��ecipieiit.
�3. Ur�i%ran cost �ririciples for govecn�nents are set fartl� ira 4ffice of M�r�agemeni and I3uc{get ("OMI3'� Cia�cula�� n-87
as implerne�rted by 2 C.F.iZ. P��t 225. Ut�ifo�•tn ad��iinist►�ative rec�uirG�ncE�ts foi' goveenments a�•e set farth i» U.Mi3
Circula�� A-I42. 4M�i Ciecular A-133 "fl,udifs af States, L.acal Gover�irne�ils, and Non-Proft Or�;ar�ir�iions," sets
fot�h audit standards fo►� gavernt�enfal organi�tip��s aaid ofhe�� organizations expe�iding I�edera[ funds. 'I'he
expendituce t}�resholc[ requiring an audit undej� Ci��cular A-133 is �506,000 of ��ederal fur�ds or �500,000 af State
fiincls.
C. Notwit�7s�anc3in� a��y o�ier pravisiar� af�}�is Contraet, Departrr►�nt shal! or�ly be liable �n Su6�'ecipie�lt (�or eligib[e
cosls i ncu�'��cd oa� �erfox'rr»nces re��det�ed for activ�ties sp�ci �i� [n 2�} C.F.R. §S76 of tE�e ESCi� ��egulalio��s.
D. Depa�•Crnent sl�all not bc liabie t� Strbt•ecipiet�t for certaiii eosts, including b�Et �tot lin�ited to costs whic�i:
(t )�{ave be;en reitnbursu� to Subrecipie��t or are subj ect to �•ei�nburse�ne�lt to Subrecipie�lt by a��y source oihe�� tlia�i
F�epaa�i��ent;
(2) Are �iot �llawable eosts;
{3} Is incuri�ed to i�tvol€�tita�'y s�p�rate a fatnily;
{4) ('o�' units of (ocal gaveritmei�t, is incut'red to re��lace fi�nc{s pG�ovidcci by the lacal gove€�nment fo�• street outreacla
a�td e�nct•ge�lcy shelter se►•vices cluri��g tl�e precetiing 12-�no�ith pe�•[od without Ht)D exceptioti;
(5) Is iticu��r�l to provicie cerittin te�;al serviees for immigration and citizetasEai� mattei's and issues rclat�n� ta
ma��t�age s;
(6) ls iiicu�rec! t�o prc�vide c�z�tain subseance abuse i�'eatment services; �
{'7) ls incEarreci to pay a�-�•eaes for �empo.r�ry stara�e fees;
l'a�;e 2 of 22
(K) Is inc�n�rec� in pay or n�odify A del�t;
(9) Is incurred to acqu.ia°c �n�c���erty o�' io construct ��ew pj�operty;
(10} is i.ncu��red foi� ti�e �•eliabilitation of st�•��etua•es ta the i�te��t lhat tf�ase sti��ictures aa�e used for inheE•e€�tly �•eligious
acfivides;
(11)Az�e expendec[ on s�elial�ilitation activities p�•ior ta fixe suE�snissian oi a lt�uest for Re[ease of I�u►ids a��d priaa� to
ihe ��elease of fui�ds hy HUD.
(] 2) Are r�ot slE�icE1y in acco�•dance witl� t}�e te���ns of this Co�tra�;i, inel�dir��; ti�e �,xhiE�its;
(13) I-Iave t�ot bee.�X �'epot'ted io DEpart.rnent avittriii sixty (GO) days fo[lowir�g l�t'�tninatia�� of'�����s ContE�act; oe
(14}Aa�e n�l iricu��eed c9ut�it��; the Cnnt�'act Tecm; with ilic: exceptio►� of t►�avel costs to �ttend ilie Septernbea• 13-k4,
2012 I:SG It»ple�nentatiott Wo�•ksli�p in Au�tin, "iexas.
�EC7'YON i. TI�RMINATfON AI�D �U�!'EN�IUN
A. P��rsua�lt to §5.17 af 10'1'AC Cl��pter 5, Subcl�apier A, De�a��nent traay CerminaYe ar s�tspeE�d ti�is Canlracl, ii� w}�oi�
or in pat�i, at a�iy tirne C1epa��tznent deter�n�nes tl�at tl�ere is cause 1or ter��lination. Ca��se fo�� te���nination incluc�es, bu!
is ►tot limited to, Suhrecipien�s failtire ta camp]y witl� any term ofthis Contracl or ��easo��able belzef H�at 8ubreci�aie►ii
ca�»ot or will not carnply wii�� ti�e req�aire���ents o�'this Cantract. Ift.E�e De�a��tmeaat deterrniiles tlia# at� S�hrecipient
lias failed to coE��ly witlt fhe #e��nis of �ie Conta��ct, or tu p►'ovide services tl�at mu;t app��opriate standa��ds, �;oals, or
od�e�� requ�E-c;rn�nts esta�iished by ihe �e�at�anent, tlie �epa��tix�e�zt wi11 �►otiiy S��brecipier�t �f the d�ficicr�cies to be
cctrrected a��d eequire the deficiencies be correcied pi'ioE• la impleine�lting suspensiori.
�3. Nothit�g iri tl�is Sectiar� shall be co��s�•ue�l to linr�iE Ue�part�nen�'s aut�ority w withl�old �ay�ne�rt n��d imn�ediate[y
sus�end t�iis Cantraet if :l)e�ac[nlent ide��iifes possible instancr;s c�f fra«d, abt�se, wasie, tisc��l misrna�iagement, or
ofl�ei� deficiet�aies in Subrcaipie�it's pe►�fo��ma�ac�. 5us�ension shail be a tempo�•a�y measure �e��cii�lg �itller cc�rrect�ve
action by Subrecipaeni o�� a decision by Depa�•hner�t to terminate this ContE'act.
C. Department shall not be i'raE�ie for• ai�y casts itac�i��t�ed by Subrecipier�t ait��' tecn�inat.ian ot'tt�is Cont.ract.
D. Notwitk�standin� �ny exercise by Depat�tn�etlt of its z�i�ltt oi tc:raninalion oi� st�sper�siar�, Sitb��e.cipient s}�all a�ot be
relieved of a3�y liai�ility to Departrnei3t for- c�a�r�ztges ��y virtue of any }���each.o�'Chis Car�fract by Sul�recipie��t.
�CCTIOIV �. MATCH K�Q[IIKrMENT
A. Subrecipient shall provide a�� amount of fi�nds eq�tal io the aino�at�t of fuc�ds p��ovidecl by I7epart�neni unde�� t��is
Cont��act (herein "Subrecipicnt's Matc��"). Stibrec�pi�nt's Match inus�t be provicied during the Contri�ct `ler�x} fi�o�n
sources incl�ading any Feder�l sou��ce other than t}te �SCr p►•ogram, as well as state, local, and }�t•iva�e sous�ces. F��iids
uscdtn match a p��evious �SG awa�•d inay notbe used to match the aw�ard made underthis Cont��act. Subrecipien�s
Match rnay inclt�de ��esources p��ovided by any subcontracto�� to wl�ieh SuUrecipiex�t �rovidcs fi��ids ���icler this
Contract.
B. Aniou�its may be count�cl towards Subreci}�ient's Match or�1y if such �a�o��t�ls a�•c costs or resources of a ty�e
specified in ��:xl�i[�it C an�i only if suc�� a�nounts are oorr�p�4t� ir� aeenxda►�ce with tlais �ctian. �n caleuinti►tg the
a���ou�lt of Sub��ecipient's Maie{l, Subrecipient rnay incltEde, btrt is i�at li�nitecl to, cas�i cio���tions; fl-►e value af a�ry
do►�ated nnate�•ial o�� builciing, the value of a�1y le��se a.n a building; a�ay sal�y paid to Subracipieni's staff (o�� tEzat of its
subcor�tracto��s) i�a ca��rying out tlie actir�itiiez required Emder this Co�a�ract; and the time ancl servic�.s contributed by
volunteers ia ca�•ry out such acti�iiies. Services pa�ovidecl by valunteers must be �alu�d at rates consis%,nt with thos�
ordi►��•ily paid for similar work in the Sut�r•ecipienCs orga�zization or in ihe saine labnr mas�ket. S�ibrecipie��t shall
daterinine the value of ar�y donated matea�ial a�• buildin� or atty lease usi�ig any method reasonably calculafed to
eshat�lis� a fair �narket vali�e.
��C'I'l�N 9. A�LLt)WA�3LE EXPEND1TUEt��
A. The a[lowability of Su6recipient's casls incurred ir� tlle �erFc�ernance of this Coz�traet shail bc dete€-mined in
accoE'da��ce with tl�e p��ovisions of Seciion 6 and the reguiations set fo►'th i�� i0 'I'AC �5.2{lU2 acit� �57C.100 tl�rougl�
�576.109 oFtkie I;SG Tte�uJatioz�s, subjact to t}�e I imitations and exce�tio�is set forth in this Sectio►�.
f3. I:SG f�i�ids inay useci �or administrative activities as well as five p�'obr�n coxnponents as set fUrt)1 in 24 C.F�'.12.
�576.101 throL�gh 24 C,F.R §576.107 ofthe [:SC �•e�ulakions.
I'��ge 3 of 22
C. Adn�inistrative costs i�le��s•�•eci by Sub�-ec;ipicnt in }�e�•fot�nit�� t[�is Cot�tract are to l�e [�asecl nai ��etual ��eogr�trnn�atic
exper�dit�res at�d s�aall be allowed ��p to tl�e �r��c�unC o�stEinecl ir� �rxhihit 13 of this C�ntr�ct, f�unds r��ay be L�s�d to �ay
i��d�eecl cos�s iaa accorda��ce wifli OM13 Ci�•c€�lar A-$7. .�'li�ik�le at�mi�listrative costs include:
(1} C�enei�al managetnetat, �vea�si�;l�t �r�ic� c�ordination;
(2} T��aini�lg on �F..SG ��equi��enae�ts; a»d
(3} �.�i�iro�menta! revierv.
��CTiON l0. TCRMINATYI�G A���SI`AI�CC
Pu��scrant 10 24 C.F.R, �57b.402 of il�e E;SG ite�raIatior�s, if a p��ogra�n p��ticipant violates prc�grarn rcquire�ne�tts, ihe
Subrecipie�tt may termi�tate the assistance i�� accor�ance witli a fortnal process estabf�shed by t��e Subrecipient that
recog��izes tlle rig}�ts c�f individt�ais affected. `i��e S�ibrecipieni tnust exez�c.ise jud�mef�t �r�ci exru��i�1e all exten��ati�a�
circtimstances in detern�i[ai.t�g wi���� violations wa��ra�rt te��minatian so tktal a�rag�'afn pa�•iicipant's assist�itc;e is terininated
only iri t��e n7ost sevet�e cases.
A. "I'o te��miraate �'e►ttal assistance or housin� rc[ooation and stabilizatioaa serv�ces to a pro�ram pat�ticipa��t, the ��ec�uired
formal process, at a aninimun�, must co»sist of:
(1} Written �not�ce tn the �ragrafn pa►'ticipaa�t co��tainin�; a c{e�r statemexat c�f Che reasons 1'ar terEninat�ioa�;
(2) A reviEw af tl�e decision, in wl�ich tlie pra�ra�n }��'tieipdnt is gi�en tk�e o�3�c�ti�a��ity ta present written oe or�tl
objections befaec a�ersaat oiher t�ia�i #l�e peison {nr a suba�Y{ir�ait; of'' tE�a� �.�e��sc�n) wlzo �nade or appeovccl.the
termir�atio�i decision; artd
{3) 1'rotnpt w��it��z1 notice of if�e final decisio►� to the p��o��•�m �pa��iicipant.
�3. `I'ef�eninatio�i �itider tktis sec:tion c{oes not ba�� fl�e Suf���eci�ient fi�oan providin�; tuE�thet� assist��nce at a late�' date to tt�e
sainc family o�� individuai.
,S�CTION 1l. RFCURD KI��PING R�Q�U�R�:MENTS
A. 5ubreci�ieYi# shall co�nply with �[( tt�e record keepi.r��; te��ui['en�etits set forth in 2�1 C..r.l�.. §57G.SOD of t�le F,SG
RegEal3taons and slaall maintain fiscxl and program�natic �•ecoa�ds ���1d s�sppor�ting doc�4mentat3o.E� for• al1 expe�idiit�res
►nade u��der Cl�is Cai�trr�ct .
B. Wr•iftcrn Pnlrcr�s and 1'�bceclur-es. S�rb�•eeipiei�t must have writ�en policies and �roeedures to ensure that sufficien!
a�ecotds �u'e �stablish�cl and rr�ai.sitai��ed to e�table a determutati on that .�SG requ i�'eme�its �re b�i�ig met.
C. �ubrecipier�t sl�all, at a minii�iuin, �i7aintai�i files containin� the following ic�forrnatio�a:
(1) I�orneles,�• Statu.s: Suha�ecipient must inaintai�} docEirnentation o�the evide�ice relieci upnxi to establish and verify
1�omeless status for prograxn pa�-cieipants;
(2) �t I�isk nT Hormel�s'sne.ss SYcrlus crnd ��rnual Ineorr�c: .Foc eaef� iuc�i�idual ar�d farnily who a'eceive �;SG
homelessness preventioza assistance, 5ubrecipients should n�air�caiK� docu�ne�itatioE� of the evider�ce �•s�li�ci €apot� fo
esfablist� at��i verify ihe i�idividual �r �famEiy's "at z�isk of hotneless��ess" st�tus �s li�#sd on 24 C.���.it. §576.SQD(c)
ancl the pr•o�;��a�n ��u�ticipant's i��come �s es�ab{ished or� §576.500(e);
(3} Dc�ter•mtnaiions �Jf Itaeligibility>: Fc�r caeh ii�c3ividual �c� fa�nily dete��inined i�t�[igible to a�ee,�ive �:SU assis��ne;c;,
the Subr•ecipient mus� document the reascrn fn►• that detea•�nit�atia�i;
(4) �'rngr•am Payticrpant Recotr�s: SubE�ecipie�tt anust docutnent the services anc3 assastartce provided to }�rc�grain
paa�ticipants and whe►�e applicable, corr�pliance witli t}ae termina�ion of assistance requi��e�ne��t outlined in Sectio��
10 of this co«tE'�cf,
{5) Centralizc?cl or coordinated assGS,sme�t ,ryste»rs a��d prz�ceclur��ti•: Continuutns o�Care (GoCs) are rec��it�ed fo
establisEa a ccntralized a�• conrdina#ed asses�meni system. Subt�ecipie�it is �'ec�uired tc� pa��ticipate in the cenfrafized
sy�ieE». �u���ecipiant must tt�a[ntain evidetyce of tkie use of, and w�'itter� intake prac�dures For, tlae centr'alized c�r
coordinated assc:�.�ment systen�s(s} d�velaped by the Continuum of Care lf tl�e SubE�ecipict�t's CoC does ��o� yet
i�ave a c,�ntralizs�3 0�' cooE•dinaCed �sst:ssn�et�t system o�' procec�ures, oi� if Su6eeci�ieni is a ie�;al ar a vict�m
sarvice �ravider choosing ��ot to use the CoE: r,�i�t�•alized o�� eoorciir�ated assessrnenf syste�n, Subrecipient �nti�st
liave and consiste�itly a��ply writfen standa��ds �c��� assessnient.
I'age 4 oi� 22
(6) �rinual ]racnir�: I�o�� cach �A'o�,►'atn p<u-ticipan! wlto reu;ives Jlo�nelcss prevcr�tion assist�u�ce, or wl�a recuives
►�}�id re-liousin�; assistance locjge�� th�r� ane yea��, tlae ('ollawir�g clocument�tion m��st 6e �nait�tait�ed: ij i�acocne
cvaluation form, 2) so��rce docum�taLs for received iucome ancl r�ssets, or 3) third �a�-�y slatc:inent ta�' when sa�irce
docurnents a�•e unahtainable.
{7} l�ental �Is�si.slcrnce a�rr•cetr�cnts und �rxyrr:ents: Copics of alI lcases a��d re��tal assistance a�E�eer��eiits,
docun�en�tia�� of pa}rtrie3lts �l�ade to owners, anc� su��por�iri� dact�►nentatio�� includin�; dates of occupanuy by
peo�ram �articiparats;
(8) Iltility All��tivG�r�cc: Docume�itatioi� ofthemonlhly allawat�ce for utilities (u�clisc�in� telephone) �sed to ciete►�mir�e
co�n��lia�ice witka tk�e z�ent rest��iciion;
(9) Sheltc�• ancl Housirtg Startdir��c�c: Docurne��tatiori af coinplia��ce witl� tlze si�elter and iit�usij��; st�tr�dr�rc3s in
§5`�C,4�3 ofthe �SG Regialafions, incfuding ir�spect�on re�oz-ts; �
(IQ)L'»aergencyShelter• Facilih'c:s: Sub��ecipient inust rnaintain recnrdsof t(�e ewne�•gency shelters assisteci, i�tcluding
the �mou��t a�id type of assis�a�ice ���ovided to eacl�. As applicable, Sftb��ecipient �nust docuinent the value of a
bizildir�g befaj�e the z�chabilitatio�i of an existin� einer�ency shelte�• or aftei� t]�e c,���version of �t buildin� into an
emerge��cy shelter ��d copes ofthe ��ecorded dee�3 0�' use �'estrictia��s;
(I i)Sc��vice,s arrd�lssistance Fj��vic�'ea'.• Subt�ecipienls shall �i��i�atai�l ��eco��ds of t��E types �f essential sc��vices, r•eiifai
�ssistaiice, �rid housir��; �tabflizatio�t �a�c{ z'elc�eatic�n sei°viees providecl u��der the �.SG a��d i��e �rnotints s}�enr o��
tl�esc se��vices �x�ld assisia��ce;
( l2}Maintenance of .F,�r�rl: SEabt�et:ipienfs tt�at are u�tits of [oca{ goven�mei�t sh�ll �nai�atai�� a�ea��'ds to c�emonstrate
carr�pliancewitht7ae �nai��tena►�ceaf effo�trequirai��ent, ir�clur�ix��; x'ecoE�r�s �f'the u��i� oftlie �eneral pu�•pos� local
goverr�me►at's an��ual budgcts a��d sources of fundi��g fcn� st►•iet oE�treach a�ad eane��gex�cy shelter services;
(23)Cni�r'dinatirjrt wrth Continuun�{5) ofCare ayr�'�atl7er• pr�o,�rlcrn�s: S��b�'eci�i��iis mLr�t doc�sment �heir co�n�liancc
wEth tl�e re,quireanents of §576.�q0 af tt�e F��Cr Rc�ula#ions fo�� co��sult�n� with the Couti�luun� o� C�u�e,
r,00rdi�iating attd integraiirig �;SG assista��ce with prc�g��atr�s ta�'get�d tow�rd homeless peoplc and system and
pro���am cooz�dinaiior� witl� mainstreatn service a�Id assist�nce prag�•arxas;
(]4)HMI�: Subrecipient must keep records of tl�e participati�n in HMCS or a co�npa��able database by a[I projects of
kh� Subrecipient;
(15}Matc}iinb: Sub��ecipient musf kee� �•eco�•ds nf ilte sc>u�•c,e at�d use of �;o��t��ibutio�ls �nade tc� satiSfy tl�e �a�atcll
rc:q u�rem cilt;
{16}Re-e�aluation fo�• homeless�less a��d ��ap�d rer-I�n��sir��; assist�ice: Su�ret;ipient rE,�ist maint�iin docu���e►�tat�o�10#�
ar� iniiial svalua�ion la delei'�ninc ihe eligibi�ity of�ach individ�ial or fa�nily ESG �ssis�attoe and fi�e �nount and
types af �.ssista�tee the i��ciividual o�� family �aeecls ia regain sfabilily into pe��m�le��t housir�g, St�ba�eeipient�� znust
maintain daeu►nentation af �'e-evalu�atiot� not [�ss tEla�i o�ice evecy tl�z�ee {3) [notttkts aP p�'a��'a�n particip�uits'
cli�ibility and tlle types and arnaunts of assist�►u;e tiie prog�'�un �a�•ticipa��t needs accordin�; ta lhe requircments
o�itlined i�t §576.401{a); anc{
(11)Meetit�g with c�.se mana�;ei: Subrccipie�tt �nlist �n�i�ttain ciocumentation verifying tfaat each p��o�ram participa��t
a��ei�ing homcless€�ess prevention or rapid-rc-hc�using �s,sist��race has m�t re�ularly witl� a ease r�lanageE• (except
w}�e�•e prohibi�ed E�y Viole��ce A�;ai��s�t Wo��e�t Act (VAWA) a�ad ii�e �Fan�ily Violenc�: Prevei�tior� a��t! Se►=vices
Act (IaVI'SA)) �nd d��t the assist�nee prnvidei• ��as develo��E a�i individEaalized plan to }�c{p lha� p��ogram
particiganl retain permanerrt housitt� a#tar tl�c k�,SG �.�sjstancc e�lds.
D. Open I�ec�3rcl.s: S�b►•c;cipieni aakt�owledges that all inforEnation eollected, assembled, or mainta�ncd by Subreci��ient
pec�taining ta this Cot�tract [s sE�bjeat to the ']'exas I'ublic Inforin��tton Aet, C�1�pier 552 0� Te�as C�ovez�ninent Cade
and mList provide citi7.ens, public agencies, anc3 otl�er inte��esied p�'ties witf� reasonab[e �ccc� to all rec:c�rc�s
�e��taining to thisCoi�i►�aci subject to and in accordance witl� the Texas .l'ub[ic Information Act.
E. Acec:ss to l�ecnr-c�s:� Subrecipient shall �ive the HUD, tkie U.S. GeneraT Accounfitig Of�'ice, the Texas Comptt•oll�r, tl�e
State AuCiitinr's Offee, aud Dcpa�•t�nenf, or any of tl�e�r duly at��k�o►�iztxi ri�x'ese.nt�tives, acc�ss to �lc� tl�e �•igijt to
exan�ine anc! copy, o�a ar o�f� the premises of Subrecipiec�i, al] t•ecords pec�i�iinii��; to ti�is Contiact. Such rig{�t ta access
sll�ii ecantinue as lo�ig as filie recc�t�ds are r�tained by Subrecipient.
I�. I'criocl nf Itecnr�d Retention: Subrecipient agrees ta maiiatai�� suc�.h ���*coc•ds in an accessible locatiot� fo�� il�e great�r of
five (5) ye�us a�er the expet�diture of all 1:i��tcls Fi'otn the ��•ant, ar tl�e pe�•iod spc�cified 6elow:
(] ) Wtiere fu�icis teom thi s Co�t��ct are usec! fot� tkae ���novation of �i e�nerge�tcy shelte�� anvolves costs ci����ect t� iiae
ESG gra��t that exceed scvei�ty-five percent (75%} of tlie va[ue of the builc�ir��; �efare ��ettovation, ��ecords �nt�st
be retainec� until ten (1D) ye�u�s afte.rthe datetliat �,SG.fu»ds a��e firs�t oblibatocl fot�t��e re��ovatic�n.
I'a�c 5 09' 22
(2) Wl�ere fu«ds fi�o�n tf�is Cont��act a��e ��sed to convert a buildi��� iiito ari ert}e;r�cr�cy srt�elte�� <uad tlte ca�ts ct�arged io
the T�SG gcant fo►� tl�e ca�ave�'siotz exceed seventy-fivc p�rce»t (75%j of tk�e valire of klie buildi��g a�er
conversian, reeorc�s ���E�s! l7e t•etair�ed u�atil �en (10) yeaas after the c{aic tk�at L;SG fe�c�c�s ar� f�st obli�ated fo�• tl7e
COtIV�CSIQtI.
G. �xceptions ta the rec�rd reteritioi� peE�iods autlincd above i�ic! ude; (ij �T noti{ied by tl�e Dep�i�tme��l En wriii��g, tlte c1�#e
�i�atthe final �►udit is �occpted r�th all atiidit issucs rESOlved.to the Departmcnt's satis#'�eti�i�; {ii) if a�iy litigation
clai�n, �ie�;otiatiori, i[1S�CCtIUE1� or oilaer actiori lias st��teci before tl�e expi��ation oftl�e z�ec�uir�d t•etenfior� F�ei•iod recoi�c�s
�nust be ���t�ir�e�� u�atif complrtio�� of f��e actio�i and r�5olutiar� of al� issues �witich aeise ��nder it; (iii} �t date cor�siste��t
with ��y o�her period ��eqiai��ed �y fede��al ar siaie law o�� 1�e€;ulatinn. �ubrecipieut agrecs to caaperate with any
exa�nir�atiai� conductecl pu�'suant to tl�is S�Ebsectio��. lJpon te�-�t�inatiaa� of tk�is Cont►'act, �ll E•ecorc3s are property of` the
T)eparCtnant,
H. S�xbrecipient shai�l include tl�e subst�t�ce af this Section 1� in al! subcont��acts.
�I:CTIOPI 12. .R��'ORT.ING A�QiIlXtCM�NT�
A. Subr�ci�ier�t s}ja11 subntit ta i)e�at•tment stic}t t�epaa�ts on lhc perfar�nance af this Contt•act as may [�e rec�uit�ed by
Departn�ent includi.sig, but not li�nited tc�, t}�e; ee�o�•�.s specifiecj in tllis Secfior�.
B. Subrecipicnt s�iall elee#�•o�aic�►Ily submit ta il�� Departrneni �io latc�r tk�a�� the 6fteenth (15th) day of each mo�ilU
folic�win�; the t�e�art�;d �t�o��th in the Cont��lct'T'er�t� a perfol�rz��nce ��e��ot'� lisfitz� �'eq�ii��ed de�nc�graph�c itif'oE��nation,
tl�e nu�nber ot'persoXis �ssistc,d, and the outcc�mes acl�i�;ve�l in Yl�e previous �no�atl�, a�id an exp�ndit�are �-epn�� ]isting all
expenditu�'es nr funds under d�Is Corttiact d�u�i�ig the previous n�onth. 'l�,ese i'epor�ts are due even if Subrecipiertt I�as
no new activity to ��eport durin� the rnonth.
C. Sub�•�cipients tn�s�t �-e�ar� client-level data in tlae Ho�neless Mana�ement IE�formation Syste�n (IIMIS} ot• a
co�np��able clatabase. Provide►°s of services tn victi�ns of da��estic violcnce a►°e o��ly reyui�•ed to �•e�ort aggregatec�
data.
I�. Subt�e.cipicrit sll�ll sLib3nit �� final perfortnance a'e��a��t and a ftnal expa�lcliius'e �'e�ort to tllc Deparhne��t wili�itl tEii.i'iy
(30j �9�tys after tite e��cl of t}te ContracC'T'er�t�, "�'he failure of Su[�reci�ie��t to �novi[le a.fitll accoun��ing of �11 fimds
expcnded u���ler tE�is C`.ontE•act witk�in sixty (66} �ays shall [�e suffieieni ���asc�n inr DepartrnenC to dc;ny oe tErrnil�atc
any tuture amtr�cts wiif� Subt°eci��ie�it. If this ContE�acf p��avides assist�t�ce {or ret�ovation, �•el�al�ilifatioit, or
coriversior�, it� adc�ition tio the elect��or�io final repn��t; S��brecipie��t siiall sube�iit cover �i�oto�r��l�s ni'tlie finis��eci
consfruction woc�k, a�id vca�ifcatian of passec{ i��s�ections in the fo�in of certi�cate occu�a��cy.
F, Subreci�ie��t shall subanit ta i)epa�'tmer�t iio late�� than sixty (60) days afte�• the tcr�ninaiion of tl�is Co��t��act a
c��rrt�zlative invca��ory ��epo�'t of all ec�ujpEnent h�ving a �init aoquisitiun cos� of $500 0�� �nore, acquired i» wl3ole or ia�
�a�� wit�i fu�ids x•eceived under this o�� �rer+ious F'.5G ecmiracts. U�on the te:r�nination of tfiis Cont���ict, I)epa��isi�ent
��tay h�aatsfer title to any eyuipment to t11e .Depa��hr�etlti or ta any olher entity �•eceiving ivSG fiands from the
Depai�Ui�ent.
F. If Subrecipie�tt fails to sul�cnit witl�in fo�1y-live (45) days of its due date, ac�y report or res�oaase �-e�ui��ed by this
Gont►�act, ir�cludin� respo�7ses fo monitorin�; repot��s, �C�epa�•t�nenC nfay, in its soie cliscre�ic�n, sus�end payme��fs, place
��st�z�ecipie��t o�� cast rcirnb�rse�nent metflod af payment, and initiate �raccedi��gs to ter�a�ia�ate the Contract, If
Slabt�ecipie��t receives FSG fl�tids frc�m Depa��tn�e��t ove�� 1wo or inore CoE�tE�act `I'erms, te��nrinatior� proceedin�s m�y
be ini�iateci o�l tl�is Contract for St�ba�eoipi�nt's fail�ire to s�btnit � repo�•�, incl�diaig a�i audit a'epart, �ast d��e from a
�eior cont��act.
G. Subreci�ienCsh�[! �z�ovicle the Depa��mcnt with a Data Elniversal Nu�n�ez�in� Syst�;rn {�l1NS} n�rnber and a Central
Co�ltractor Re�;is�ealion (CCR) Syslem atumber. Tfie L�UNS nucnbe�• must be pi•ovided iri a doc€��n�nt fi�orn Du�i �.r�d
I3rads�trcet a�ad fi�e cur•�•ent CCR number rnusL be 5u6anitted from a docuinent �•et��ievcxl fi�c�m ik�e
htt�s:llwwwsa�n.�ov/po��tallpub]ic�SAMI websjte. 'l��e.�e documerits rr►nst be �envided to 1i�e Dep�rtme�rt prior to the
processi��g fi�st payinerit to Sub�-ecipicnt. Sti�6��ecipie��t sl�all �x7aintai�t a curr�nt DUNS ��«mher and CCR »umbe►� for
fhe entu�e Cont��ac# �Tei����.
Page 6 oi� 22
SECTI�N �3. CHANG[:� A1VD AN1�NDiV[�NT�
A. Itiry ch�age, addition, ar deletion to the tec���s of �liis Cont��act roquired by � c�����ge i�i staie or f�decaE law or
regulation is auko�natieally inco��paa�ated l�e�'eir� �id is effective c��� tl3e date designateci E�y sucl� law o�� regulations.
�3. �'xcepi as specifieally prc7videcl otf�e��wise i� tiais Coniract, a��y et�anges, aciditio�is, or deJetions to tlie terms of t�us
ContE�ac# sha[l l�e izt wt�it�A��; and executed by botlz P�riies to ihis Cot�is�act. If any Party ��elu��its a�t execiatec! ca�y by
facsi�nile tnachir�e or eiect�'onic tc�a�as�nissian, ti�e si�ni���; pa��ty inte��ds tk�e c;opy of its autliorizul si�natu��e E7ri�i#ecl by
if�e r�cei�i�t� t�tac��ii�e oz' tk�e elect�•onic t�•ansinissio��, to be its original sign�ture.
C. Written roc�uests fo�• Conti�aet a�l�end�ne��ti inust be received by t�e Depai�t�r►ent by no later t��ar� sixLy (60) c�ays }�ric�r to
tize eiul �itlac Cani�•act `1'erin.
��;CT10N 79. PROGRAM INCOME
A, .P��o�,eam income includes any gross ii�come received by tlie Suhrecipient diE•ectly �e��e���ited by a grant sup�ortcd
aotivily, or e��rned on! y as a resu6t af tE�e �ra�it agi�eemea�t du��in� t�le �►���t period.
f3. 1❑ �ccou�iting for progc�a�7� incotne, fhe Subrecipie��t ��n��st acc��rate�y e�;flect t�ie receipt of s�iel� funcls sepaeate from
the reeei�t �f federal funds ��ci S€ib��ecipient f�rilds.
C. Pro�;ra�n income ea��nec� d�aein�; the �SG Gont��act `f'er�n s��atl co�»�t iarr,�ard �neetir�g ihc St�brecipiec�t's inatcl�ing
��c.c�tKire�nents d�r�•iri� the Co►itr��ct Term anc� sftould bc c-��3o�ted as inatcl7, ��rovicied tk�e cos�s �re eli�ible I�S� costs
tl�atsupplemen�tt�cSub��eci��ient's ESG }�ro�run.
Il. l?ro�r�n u�come f�eceived by llt� Subrecipi�nt dua�in�; the twa (2) years tbllowin�; tP�c e�ici af Ei�e Cont3�act Terin mtas�
be c-etuc�aed io the De�a��trr�ent ProgE•�rri inco�ne musi be retizrned within te�� (10) woeking days of ��eceipt by t{�e
Subc•ecipient.
E. P��o��<�n incon3e received by thc 5uhrecipie�lt after the two (2) ye�u� pet�iad desc��ibed in sut�se.�tioi� (d) of tEiis sec:tic�n
l�as expn�ed, can be rctained �iy tEae Suba�ecipieni.
�EGTION I5. TIaCNNIC.AI� £GUInANCE
Departme.t�t �a�ay i.ssi►e technical �uidance to expl��i�� the r�ilt;s and pi��vide directic���s on te��ms of t.l�is Cot��a'act.
�.ECT�QN l5. i3�Il)EPI;NDENT �EJB�R�CI.�'.i�NT
lt is a�;reed thaC Depa��rneG�t is contracting with St�breeipie��t as a�� ii�depei�c3ent co��t��actor. Sub��ecipie�it �;r•ees to
�c�decn►ufy Depa��rnent agair�st any disallowed casts or otheC� claims whi.ch may 6e asse3�ted by any third p�•�y in
connu:fia�l with tlle services to be perforined l�y Subrecipient under it�is Co.nk�act.
�EC1'I.ON i'1. I'ROCURI�M�;NT �TANDAYZDS
A. Su�recipient shall co�n�ly with 24 C,�^.R I'�at�t $4, this E'o��tract, �rad all appli�ble f�cl�z��, state, and local l�ws,
regulations, �ld o��dit�a��ces %r makit�� pk�ocu�•einer�ts uncies' i�ais Co�atract.
{3. Wl�en the Suh��ecipiej�t no lon�er needs equi�me��t pu��chased witl� �:SG �rant funds, regard[ess of �urcl�a5e price, or
upon the te3•mi�tatioti af t}�is Contt�act, Depa��tment n��y take possession at�c[ transfer iitic fo any sueh properly nr
ec�uipinent to the Departmeni or to a ihird ��aa•ty o�� anay s�k reimburserne��t fi�o�n SubE�eci�ie��t of tlie currec�t unit
p�•ice of t�e item of equipn�ent, in I�epar�rnent`s sole deteri�iization. �ubrecipient tnust ►•ec�uest permission �i•orn ihe
Depaztmet�t ta transfer tit[e or dispose of equipmc;nt purchased with tiSG g���utt fu��ds.
C. Sub�-ecipients anc{ t�xeir co�jtractors must co�nply with Section 6002 of ihe Solid Waste Dispc�sal Act wlticl� rec�ui�'es
procu��in� c�niy itetns d�signated i�i ilie Environme�ttal �.rotection Agency (S�1'A) �uidelin�s iliat contai�t the I�igE�est
perc,�nta�;e ofrecovered inaterials, �uh�•ecipicnts fnust. also:
(L) mair�tain asatisfactory level afco�npefitaon afthe pu��cl�asepricw e�fthe item cxceecls �10,0{}0, or fhc value;of�th�
c�uantity acquired itt ihc �receding fiscal yea�• exceedec� $1 U,000,
(2) maximize enet�gy and t�esaurce reco�ery whe�� p�'oeua'in�; salid waste �r�a�la�;etnent secvices, �itc�
(3) esiablisk� a�� affirrnati�e p��ocnrement prn�;ra►n for r�cove�-ed �naterials.
P���;e 7 of �2
��CT1C)N.1$. �CJ13C0�1'�C`1tAC'I'�
A. S��hreci�ie��i may ciat su�co��tract tEie �s��i�t7��y perfor�nance of tk�is Coait��act a�id only may et�ter into co�lt�•acti�al
�reerne�tts fo�• co��suiE�ng a�id atEier }�rof'�ssional servic�s if Sub�'�cipie�it lias reeci�ed Depa�'ttne►1t's p��io�� wr.i�t'ett
ap���ovai. SL�E�►�ec:ipie��t niay suE�conh�act for the delivery of c1ieM�t �ssistance wit��out o�tainiE�� De��a►�tme�lt's prioe
approval. Any s�rbeant��act for tiie deliveiy of clie��t assis�nce wi ]l be suUject to monitori��g by the De�art�ne�il as peE•
St�ctio�� 26 of this canl��act.
B. In no ev�r�t shall �ly p���visiorl of this Sec�iaot�, s��ci#'ic��lly the retl4�fre�nent fl�at Subrecipient obtain Depa��inent's
pria�� wriitc;�} approva! af' a subcotttt-actar, he co��strt�eci as �•elieving Sub��ecipie��t of tl�e res��c�nsibiliEy far er�su��i�i�; d��t
tiie perfo�'it�a��ces rendered uncier all s�ibconta�acts are z'�ndcrecl so as to Loniply will� all of tt�e te�'tras of ff�is Ca�ltr�et,
as if such pe��forrnances rande��ed w�re rendered by Suhrecipiir��. Ix��tme�it's a��rovat uncter this Sectio�� daes nat
co��stitute adoptioi�, �-atificaiion, or acceptance af Subreci�ient's o�� su�cnnt��actor's peG�fo►��a�ancc }�et•eut�der.
Departmct�t tnaintai��s t.hc t�i�;ht to �t�oniio�• at�d �'equu�e 5ubrecipie�it's full cona�lia�3ce witli il�c terins of this Cc�ititract.
Departrnent's a����roval u�lder tliis Sect�on c3oes �1ot wai�e any right of action wlai.ch rnay exis�t o�� wliich rnay
subsequenfly acc��ue to Depat�tz��ent t�nderthis ConU�act
�FCTIOTV 19. .L1�V[RO.NIVI�I�'T"A�L R�VIEW
Activities a�e subjecC ta environ�ner�tal ��eview ut�der 24 C.�'.�t P�� 5&. `1`tie Subrecipie�lt �ha9l supply to the Depa���neitt
t�ll av�i l�blc, relc��it info�7natian i�ecess�u�y tc� perfortn atfy enviro�i�nental revi�w ��e.qi►ired for each px'opex'ty as �•equirul
by 24 C.i�.rL I'a��t S8.
T}3e Subreci�ient ar its sut�co��t��actar may ��ot co�nmit o�' e��end any GSG �'uncis rr��til an envi��on�ne��tal a�eview that
mecfstl�e sta�id�+��ds o��tli�ied in 24 C.�'.��. �'art S8 hasbeen reviewed �r�d apprnved in vv��iti��g by the De��art�nent.
SECTION 20. WIt1TT�;.[� STANUAI2US
Subrecipiex�t rnust establish and caFasistently a�ply writteri s��nciards rnriilii.n ifs �rob���a��. Subrecipienf �n�ast provicle
`I�DfICA a oopy of tl�e w�•iite�7 s�a��da��ds pri or to oo►�tE�act exec��ti oi�. Required topics for wi•it€e�l standa�-cis as ]i sted nj� 24
C.F.R �576.440(e)include: �
A. �'a�'ticipant e{igibility;
B. `I'argetin�; a�ui providin�; essential se��vic�;s fcrr Strcet O�it�•ei�ch;
C. Policies gove�'ni�a�; stays in Etne►�gency Shclter;
D. F'olicies go�es•��i�1g essential services �'elated to F..tne��gency Shelter;
1;. Cc�ordinaiion atnoi�g p.��oviders;
F. .Paa'tici�a��t co�itrib�iioi�s fa�� HomclESSr�ess Pa�evention and ITapicl �Re-Housing assista��ce;
G. Duratio� a�ad amount of ��e��tal assistance,
H. �'riot•iti�in� ��eceipt of C-Iat�elessness P►•evention an.d Ra�ici Re-No«si��� assistance; and
C. D�ratian and amount of lio�usin�; stabilization andlor t•eiocatic�n services.
�EC'E'ION 21. AUDI'T
A. Subrecipient s}�ali subrnit to Deparhnent, withi►� sixty (60) days after the end af each fiscal year, an Audit
Ce�ificatiorl Form �.s specifieci by [3e�a�t�nent fo�� each fiscal yeat• in wY�icE� any mo��th of the Subreoipient's fscal
year overlaps a i�lnnth of the Coc���act Te�7n. Unle� atherwise directed by �e�art�nent. SubreaipEent shall arrange fo��
the pe���c�rmancc of an annt�al �naticial and compliance audit af fi���ds received and �erform�tnces rendereci iii�dec t�is
Contract, s�ibjeet to the foliowir�g condilions a��cl limifai�ons:
(1} Subrecipaeratshall have an zt�ditcond�icteLi �n accorda��ce with 24 C.F�,it. §85.2G, �ML3 C,'t.rcula�• A�133; and 3l
1.1.S.C. i50� for any of its fisc�l years incluc�ecl within the Cof�t►�aet `Cerm in which Subreci�ient has expenses o€
ino�'e tha�i �500,�00 in siate fin�ds or �500,000 in fetle�'al 'fi�aa�icial assi��uice pro�id�d by a federal a�ea�ey in fhe
fonn of �;r�ts, contracts, loans, loan gua�•antces, ])i'Q�J�i�}', caape��ati�E ageeernei�ts, istter�cst su6sidies, i�lsur�uice
ar d"€rect appropriatior�s, hut does ��ot includa direct fecleral cash assis�ance to indi�iduals. The t�:rm fedct�al
fin��ncial a�sistance inciudes awa�•ds of' f��ancial assistaaice reeeived directly from federal agei�cies, oa• indirccily
thro���l� othet� units of State �td lac:a) �;overnment.
�'a�e R oi 22
{2j S��k�recipie�t �����y ��tilil� �'��rtds budgeted under t�iis Cor7t►'act ta ��ay fo�' ilt�t portia�l �f tl�e cast of suokl at€dii
se��ric�.s ���operly ailocabl� to the �ctivities fundEd by Dt;pa��t�neni� ur�d�r t}�is Carrtr�et. The cost of auc�iti���;
se►viccs �o�• a SL�brecipient expendEng less tl�an �500,00� i�i tatai I=ed�ra� awa��ds �er fiiscal yua�' is not a��
allawahle char�;e unc�er Fedei�al awards.
(3) [Jriless othe�•wise specifically autl�ari�ed by De�,a��t�ne��t i�� w�•itin�, Su�reci��ie�lt sliall sui��nit two {2j capic�� 01
tl�e ar�clit repot�t to tEle I�;pa��tmeY�t's Corr�pliaa7ce and Asset Ovet�sigl�t Division and a�te (1) co�y of Ciic atidit
report to tkae Department's C:omE�tunicy Af!'airs Divisioi� witl�in ihirty (30) days after comptetion af ti�e audii, t���t
i�o {aiez� tha�i E�iiie {9} months after tlle ea�d of each fiscal periad included witltin tf�e pet�ioc� nf �E�is Cotziract.
Audiis pe�•farmed unde�� fl�is sec[io�� are suhj�ct to x•ev�ew and ��esolutio�� of f�ndir��s by the Depa��t�tae��C or iis
aiatk�o�'ired �'epresentative. Sul��•�ci�ier�t sltall subtnit s��c�i auciit ��eport ta the T'ederai c1ea��in�;house designated by
� OMB in ncc;c�rda��ce wit� OMD Ci��cular A�133.
(4} At tk�e optioi� of 5�abrecipient eack� audit ��ec�ui��ed by i�is sectio�i �n�y cover Sul�reeipiet�t's �;�itire operatiaris o��
each clepa�tTn��t, age��cy, ��• est��blishn�etat of Sub�•ecipientwt�.ECI� received, expended, ar otherwise adn�inistc:i�cd
fedeea! funds.
I3. Su�section !� of tt7is Secttc�ri 21 notwithsta�idin�, Departrt�ent rese��ves tl�e ri�l�t to coa.�dt�ct an ann��al finaticial �d
complia�ice audit of fi�r�ds x�eceived at�d }��rformances rende��ed unde�• this Cor►tract, S��b�•ecipient agrees to permit
De�art�ne�it, o�� its auih�rize� rep�•esentative, to attdit Suk�z'ecipient's records anc[ to ob€��in any dociarnei�ts, tnc�terials,
ar infoi•mation necessaz�y i�� facilit�te sucli a��IiL Such ����a�cial ar�d compli��ce a��dits ��ay occu�� a��• the close of
#l�e Ca��U�act "i'cern.
C". Suh��ecipie��t Lindei�st�nds a�td ���re�s that it s�all be liable to Dep��tment for a►iy cc�sts disal lowecl p�trsuar3t xo fiia�icial
and co�nplia►�ce auc�i�(s) af fi�nds t'eceived unde�' lhis Cantract. Subrscipiei�t fut�ther ���dersE'a►tds a�ld agrees tt�ai
rei.r�bus�senfent to Dep��r��cni of sucli disallowed casts shall be paici by Subrecipient fi•o�n fu���s whicli we��e not
pro�ideci ar otherwise made avail�tble to SL��reeipient l�ncle�� �k�is Cantract,
D. Su6��ecipient shai{ take suct� actic�ai t�r facilita� il�e pe��for�t��ice of suclj a��dit or audils conducted purs«ant to this
seciian as Dc�3a��tr��e��� may a'equi�•e t�f Sti�brecipiei�f,
F�. All a�proveci ESG auclit repot�5 sha1I be �nacie available for public inspeetior� witliin thi��ty (3D) clays aft�r cor���3letion
of fl3 e a�a ciit.
F'. 'I'he SuEzrecipiettt sitall incl�rcie la�ig�zage i�� any st�bcor�h-act thai' �ro�vides tl�e i)ep�tment tk�e ability to direcxly
►-eview, mc�nitor, a��dlor auc�it the o��eratianal cu�ci finaneial perfor�nar�ee anc�/o�� records of wo��k �ei�Fa��n�ed unclec� #his
Catitt�act.
G. i�epa�•hnet�t rese.rves the ►�ight to conduct a�fdifional audits of tlie func{s ��eceived and perfo►•�nances rei�derecl ����de�� tlkis
ContracC. Subreci�ient ��;��ees to per�nit Dep�u�tmettt a�• its authorized represe�itati�e to audit Suba'ecipient's �'ecards
��d to obtain any docu�nents, �n�terials, o�� i�afo�'jnatiotl �leoessary to facilitate sucli �udit.
��,CTION Z2. M�NAGEMi;NT ()F LQI��l�NlENT AND 11VV�;NTORY
A. Subrecipi��tf. shai� co�nply with OM}3 Ci�•cularA-102, 24 C.T'.�Z. §§8532 - 85.34 a�lc� l0 TAG S.U9- S.iQ.
I3. Su�recipient may noi use fuatds pravided uc�der ti�is Contract ta pt�rchase pe�'snnal �rc,�e�•t3', equip���ent, gooc3s, oi�
setvices wit}�. a uraif acquisition cost (the net invoice u�iit �a•ice of an item oFequiprnent} afmore tl�an $500_00 u�ile.5s
Subrecipient has �•eceived tl�e prioe written approval oft)ep�•tment fo�� such p�s�•chase.
C. Upot� the tet�n�iriatio�� or ��on-��e��ewal of tiiis ConiracY, .[]e�artmetit may t��ansfer title to any sucl7 ��roperty or
eq ui���nezit havin� a useful life af o��e year of� morc ar a un it ac;quis.itiai� cast {the net in�oicc t�nit p��ice af an it�tn o f
e,�uipment} of $500.00 or tno��e io itsclf or t� azry t�ther entity receivin� De�a��[ment funding.
�ECTY(?N 23. TRAVGL
Subrecipiet�t shal[ adheee ta OMB Circula►� A-$7 attd eit��er iEs i�o�►'c�-apptb�ed iravcl �t�li�y, or the StatC of Texas t��avcl
policies. Sub��ccipieEll's writke�t travc! palicy skaall delir�eale tit� rates wllicl� S�t��•eci�,ieni s}tall l�se iE� camputing tt�e
ira�el �vid r1er� �licnt expenses of its boa�'c� �r�e��bers and emplc�yees.
I'ag� 9 c�f 22
�I�,CTIC)N �4. INS[1RAIVCt�: AND �3()IV[111�iCr Itli(�C11RI�1CVIi�N7'�
S�brecipie�it sliaf[ mai��tai€i adcc�uat� ��e�•sotial i��ju�y anc! pra�erty cja�r3�ge liability ir�su��a�aee or, if�SuU��ecipicnt is � ui�it
c�f locai gaveri�menf, shall n�aintain sufitcici�t reseeves to p��olect ag�inst t}�e haz�u�ds �r�isin�; aut of oi• i�l cai�nection with
f(ie pez�farmance of' l��is Cort7tr�cY, Stsbrecipie��t ls encoura�ed to obtain pollutia�� occt�r�•e��ce i�isurance it� acldition ta ti7e
��neral liability insut•anec. CreneraEly, a'e�ular liability u7s�ra�ce}�olicies do �tot �rovid� coveragc forpotet�tial effccts of
ivai�y liealth a�d safcty aneasures, such as leaci disturbai�ces at�d otl�er p�ollutioti ncc�n�re��ce itenis. SL�b��eci}�ient shoExld
re�iew existir�� pc�liciestio cletermi��e if lead containinatio�� is covec•ed.
If S��brecipient will enter inlo a consia�uction ca���ract w�tl� a ihird�pa��ty in the a��oant �25,000 of g��e�ter, StEbrecipie��t
rnust execui� with thc contz��etar a payanent bonc� irt liic fii�ll a�nouwtt of tlte cc7nt'ract. If ti�e SE�brecipieni will e��tea� into
contt�act wii.h a pri���e contR°actor in excess of�100,00D, a��e��fc�rin�rice �ond ii� the f�ll a�naunt of the contract is a[so
requi��ed. "Fhesc 6onds �n��st i�e ex�cuteci by a corpnraYe su��ety autl�ori�xd to da b��sit�ess in'�'exas, a list of wl�ich znay be
abtair�ed fi'orn tlte State lnsurar�ce De�ai�ment Such ass�i��ar�ces nf cc3mpletion will ru�l to tl�e Depa��bt�e��t as oE�li�ec �id
�nust be documented p��ioa• to the sta��t of eo��stE°uction.
�TCTiON Z5. I.ITI[rAT10[V AND CLAIMS
Suba•�i��ieait sl�ali give De�a��t�ne�rt i�n�t�ediate wcitten ��otice of a�ty clai�n or �ction filed �u+�th a co���•Y or �d�ninistrativc
agency abainst Su[�recipie�tt and a�'isii��; oui af tile pe��for�n�rzce af this Cemh'aci o►• �ay subcoi�tract liereunder.
Sul���ccipient shall fi���nish to Department copies af all }�e3'tinet�t papers receiv�# 1�y 5uhs'eci�ie�tt wi#l� r�:s�ect to suck�
actian ar c[aiEn.
��CTI(j3�� 26. T[+',CHNIC�L A�ST�TANCC ANll MONITOR1�IG
I}epaf�rnent or its clesi�nee may conduct periodic orj o�� oif-sice rnonitorin� atld evaluatiot� of lhe efficiar�cy, ewr�omy,
�nd ef�aacy of Subt�ecipie�ii's perfoi�n�ance of tiais Contraci. Depa�•t�nent wil{ advise Sub��ecapient in vrritiiig of �ly
dc�ciencies t�oted durio� such �nor�itoring. Depa��t�netit will provid� tec}�niea[ assistanec Yo 5ub�•eci��ient and witl re,�LSire
aj• su��est c�ianges iii Sabreefpiei�t's progr�u�a i��pl��n�nt�tior� oi• i» Subrecipient's accountiji�;, ?ersoa�ne[, p►•acuremer�f,
arid rnan�be�a�ent proced��res in o��der� fo en��rcct any d��cie�iaies r�oted. L7e��a�-�ment n�ay concl��ct follow-up visiis to
a�eview a��� ass�ss the ef�oi�ts S�b►•eci�ieni h��s r��ade to correcE pre�iously rioted deficiea�cies, I3epartment i31�iy ��lace
St�brec:ipieiii on a cost z�ei��bursetne��i' fi3e#hod of p�yn�e�zt, suspe�d or tel�ii�in�te tt�is Contract, o�� ic��c�ke ot11e�� rc3nedies
i� the event �yinnitoring or atiie�- a�eliablu sources reveal inaterial dcCcier�cies in Subreci�ient's pe��for�na�lce oj� iF
Sub►-eci�ieni fails to co►��'ect a��y d�;f�aiency within theti�ne allc�weci by Fcde�'al or state {aw or re�;ulaiion o�' by tlae tetxns
of tltis Conf�'act,
S�C ['ION 27. LEGAia AUTN()RI.TY
�1. Subreci�ient ass�rees a►�d guarantees that it possesses tlte Ie�al �utho►•ity to enle�� �nto this Coz�tract, tn receive and
ma��age the f��z�c�s auehorized by t��is Ca�it��act, and t.o perfo��rn tt�e services 5ubrecipiet�t has obligated itself io �e���oa�rr►
kaereua�der. `C�ic exec�tio��, delivcry, ar�d pe��fortn�u�ce Qf this Conts�et will r�ot vio[ate Sub�'ecipietai's co�istitutive
dnc�tments o�� ar�y req��ire�nent to w�lich Suhreci�ieE�t is subject and ��ep��eseiits tkle le�;al, valid, and bindi���; a�ree���e�1t
of St�brocipie��t, e�lforce�able in accorda�tce with i�s %�'rns.
B. Tfze pec�son si�ning this Contraat on behalf af Sub��ecipien� lierel�y wai�•�7ts ihat helshe has beef� duly ai�tllorized by
Subrecipie�it's govern�ng boarci ta ex�;c,�te tl�is Con1�•�ci on behalf nf Su6��ecipier�t a��d to v�lid[y ��d ��gally bind
Subz�ecipient ta the terms, provisians and perfo�xnz��ces herein.
C. Depa��nent st1a1[ t3ave ihe t�i�l�t to tcr�ninate this Contract if there is a dispute as to the leba{ autha��ity ai eitl�e��
Subrecipie��t or the person signin�; this Contract o�� behalf of Sut�recipient to e��ter� inta ihis Contcact o�• to render
perfc�rmances he��eunder. Subrecipie��t is liable fo l�e�ar#�r�ent fo�' �uty rnoney it has t�ec;ei��c� fi�o�n De���ttrjent %�'
}�e��fo��x�7��ce of'the p�•ovisio��s of this Cc���t�'aci, if ttie De�a��tn�eni }i�s tera��«ated tl�is Cacltc�act for r�so�is enu�tter�ted
ir► this S ection 2'7.
�ECTIQN 28. COMPI.�ANCE WITH LAW�
A. 1����,DL:RAI,, 5�I'AT�[; A�]D LOGAI.� i.AW, Subrecipient shall com�ly wit�� the McKinney-Vento l:�loanelessnes�s
Assistazice Act, the fedei•al ��ules a�td reg�d�ti�r�s promul�ated uncte�• 24 C.F.IZ. Fa��ts 58, 8S, 91, Si6, 582 a�id 5$3,
Title ID of the Tcxas Aci�ninisp�ative Code, at�d all fedc��a1, stafc, and local laws arld regulations a�plicable to i��e
pc��fbrm�nce ofthis Cnntract.
Pa�;c ] 0 af 22
�3. I7RUG�I�IZG� WQIZKPLAt.`E? AC�1�� UI�� 1988, The S��bt•e.cipie��t aff�rms !�y si���i��g tEiis co�itraet ik�at it is
izn�ale�nettti.t�g tEte Di•�a�;-F��ee Workpkace Act of 1988 (�41 OSC 101 .ef scc�.).
C. LIMITFD ,ENGI,TSH PR4�'1CII:�ICY ,�I.F;P . Sut�recipients m�si p�'ovide }�rog��ar�� ap�licatior�s, fo�'�ns, ttxtd
ectttcational materEals i� Eng1is13, S�ariish, a��cl �ny ap���o�riate la�igu�ge, ��kse.d an the needs of the serviec a�•ea and in
c:c�rnpliaitce with the re�uiE•e�nents in Exccutive O�•de�• 13166 of A��gust l i, 2000 reprintcd at 65 F.R 50121, Au�ust
16, 2000 ii��proving Aecess ic� Se3vices with Li�niCed G��;lish P��oficiency {.�;C'P) at 67 T'.I.t_ �1�}5S, "C'o ensurc
com��liar�ce, tkxc Sul���ecipient rnust tr�ke �•easanable ste�s to ansurc that persot�s with Limitec� L:ngliski I'ro�cieziey E�ave
��aeanit��;ful auess to tl��; pra{;��arn. Mea��in�;fu[ ac;cess may ei�tail p3•ovide lan�uage assis�lrace se�'vices, includi�i�; oral
�id wr�itte�� lranslation, wllere r�ecessary.
D, /�CC:ESS. SubE�ecipient rnusf ineet tt�e accessibility st�l�larcis un�ier Sectio�� 504 of tl�e Rehabilitatior� Act of 1973 (5
�U.S.E�, i94) ��d its i�npEei�lenfii�g �•egulations at 24 C.�".Jt Part S, The �'ai�� ilousing Act� (42 L�.S.C. 3b01 et seq.) and
Titles II and IlI ofthc America��s with Disabilities Act (42 U.S.C. §§ 12131-I2189; �k7 U,S.C, i55, ZDI, 218 a�id 2S5).
Su�recipients shall operaie eacli pa•o�;��am oi• activiiy recei�i��g rSG fiitancia[ assisfance sa tk�at �l�e pro�;ra�n or
activity, wher� viewe� in i#s e�ti�'ety, is readily �ccessibl� and ►�sable �y ir�divitlua�s lvith disabilities. Subrecipients
a��� aiso re�uired to p�•ovide ��easonable acco�nr��odatinns fort� perso►is wii}� disabilities.
E. LEE�D: .L,�ad-based paintremecliation ar�d disclost���eapplies to all �SG-r��nded sheltei�s and ail lionsing occ��piect 6y
��G �a��ticip�ats. "17�e I,ead-�ase�3 I'ai�ik 1'c�iscri�in�; P�•eventic�n Act (42 U.S.G �4821-4846), fhe IZeside►�tial
I�:acj-I3ased Pai�it I-I�ti•d IZeciuction Aet of I992 (42 U.S.0 �851-�856), ancl tiie reEevarit sub��at�.� of� tlie
implett�eniin�; ��egulatioi�s at 2�} C.��.R. Pa��t 35, Subpa��ts A, E3, }�, J, K, M��d R��p}�ly tc� activities i�nde�• this g����nt
�i•o�;r��n. The Subrecipienf mast also cosnpky wit�► the I.�ad, Itettovatian, Repaii�, and l'air�ti��� �'��ogratn 1�'i�l�l ftule, 4Q
C.I':R. Pa��t 745, w}�ere �p��lieable.
�i�CT[ON 29. P[t�,V�,NTION OF WA�`fF, FRAUD, AND ABU��;
A. Subreci��ienf shall establisl�, �nait�t�in, and €�tilia� syste�i�s a��d procedures to p��eve��t, d�;tect, a��d coi•rect wasle, fi�a��d,
arjd abuse in activit«,s fundul t�►ade�� this Co��tract, 'Ii7e sys#e�ns and p►•ocedures sh�ll add�•es� passible waste, fraud,
at�d ahus�. by St�brecipien4; its �t���layees, cliei�is, �endc�rsx s«6cont��ctars and �tdministeriv� �gencies. S��brecipient's
inte�-nal oor�t�'ols syste�r�s anc� all t��ansactions and ot11e�• si�;nif cat�i evetrts are to be eler�rly docume��ied, ���cl thu
documer�t�tiari isto be reaclily available for inonitoring by l�ep�•t�nenl.
�3. Subrecipient shall �ive Depu�t�ner�t ��nplete access to ail of its recoa�c{s, employees, �d agents for the pw•pose of
inonito�in�; oE• investigating tlie �SG prc�grarn. Sub�'eci�ie.nt sl�all irn�necliately notify Depart�nent of a�ty discove�•y o1'
�n+asie, fraud, or abuse. SuUrecipient sk�alI iully caoperate wik1� Department's effar�5 to cletect, i���esii�aie, aind p.�'cvenf
waste, fi•aud, and abuse.
G Su���ecipient may not �lisca•irninate a�ainst a�ly employee a�� athe�� person wha repas•ts a violatior� c�f the te►��ns of C�is
Corliract, or af any law or regu3atioat, to �epa�'lrnent or ta ar�y appt�opt�iate law enforeezz�ea�t autf�ot'ity, if'the i'epart is
n�ade in goocl fai��.
S�CTION 30. �1?,RT[�1CATION RI�GARI)1[VG UNDOCUMT:NTI�D WORK�:I2�
i'ursuanl to Ch�pteR� 2264 af the Texas Gove��t3rnent Code, by exc�uti�n of'this Contzact, Sub��ecipient liereby certifi�,5
that �ub�-ecipient, or a ba�ajicli, cii�ESion, or depart�nent of Subrocipient cloes �zot and will not kilowingly employ a��
undocu�ne��ted waf�ker, whera "undocumented wo��ker" �ne��s an ixlciir�idual wi�o, at tl�e ti�ne of employmen�, is not
lawfulty admiited foz� permanent ��esidence to tlie CJnifed SYates or autE�o��ized unde�� law to be emplayed �n thaC manner in
fhe Unrted States. lf, after receiving apublic subsidy, S�iha�ecipient or a b�°anch, division, or depa��tment oiSubrecipient
is ca��vici�ed of a vialatio�� undar 8 U,S.�. Section 1324a (�, 5��breeipieni siiall ���p�y the p�abiic subsidy �vith interest, ai
#l�e ���te of #ive percent (5%) per an�ium, not later than tkxe 124th day afte�• tlie date the Department noti�es Sub�'eci}�ient
of t�le violattot�.
I'age 1 1 c�f 22
�C1CI'ION 31. CON�� �.IC"1' Ol+ IN`l'I:itE�7'1[r(I�1I'O`I'��I�7
t1. Subreci�7ient shall tnaii3t��i�� writt�c� s��r3das�ds of condt3ct gove��r�i�a� th� �e�'far�l��i�ce of its �tnployees ea��;��;ed ir� €he
awardasid acl�a�inlstt'atiot3 ofcontracts. l�ail€�t�etc� rn�aintai►� wriitc�i stanciarcis ofcc�T�ductartd tofollow a��d enforeet}�e
w�•ittea� siandarcks is a cor�dition of clefault uticler this Can���act and anay ���sult i« terr�inafiio�i of I�e Co�i��act oa�
deoi�ligatiorta of ��t�ds,
E3. No em}�iayee, office��, o►� a�e�it of SuUrecipicnt shall paz•ticipate in the setectioi�, awa�•d, ot• ad�ni��ist��atioti c�f a ecmfract
suppo��te�l by federa) fu�ids if a rEal or ap��u�e�at ca�iflict of inter�t would 6e in�olved. Sztch a co��flict would arise
when ihe em�lay��,, of�icer, or agent, nny �nembec• of I�is o�� 1ic�� inunediatc ta�nily, li.is or )lc�E� pa��C�ier, o�� ztn
oG��;a��ir�ifia�t w��ic}� employs or is a6bE�f to e�n�loy any oft{�e P�trti�:s indicatec{ l�creiz�, Jtas a fina��cia! o�' other i��te���st
in ik�e fi��in selectui for a►� award. "l�k�is als� applies to tlac }�E�acure�n�nt of gnods a��d services undex� 24 C.I�.R F'�•t
85,36.
C, Tl�e o�fice►�s, enlployees, a�id a�;ents c�f t�ie Su�c�e,ci�i���t sl�all neither solicit nor accept �ra�i�ies, fa�ors, or anytf�ic�g
of n�ot�eia�y value fi•o�n cant�•actaas, or parfies to sub�rce�nec�ts. 5ub��ecipaet�fs may set standa��ds f�r situalinns ira
which the finaneir�l interest is z�ot subs�r�t�a! or the gift Es an ��nsalicitcd itein o#' nojniilal value. T}�e st�nc4a��ds of
cor�duct s�iall ���or�ide for disciplina�y actip►�s to �e applied forvioldiians of such st�ldards by officers, enipioyees, o�'
ag an�.s of tl�e� Subrc�c ipit���. �
D. S���reci�iert�s wt�o a��e iocal go�eE�n►nental er�tities shall, in addition to tlie rec{ui.re�ner��s of tE�is Sec�ion, follov�r the
z�c�ui��e�nents of Cha�te�� 171 of tlae l,ocal Gnvern�nea�t Cc�de re�;arcli���; conflicfs of inte�•est af' �fficers of
mu��icipaEiiies, counties, and certai�i otller iocal gnvet�niner�LS.
�. The provisia�� of any type or amnunt of ESG a�.sist�nee may ilot be cnnditio�ied on ���1 individual's or fainily's
�ccc�afance o�' ou:upancy af er��et'ge��ey shelter or t�ousin� ow�ed by tlie recipient, tiie Subrecipieni, ot� a�a��enf o��
subsidiary�offhe Subrec:ip�ettt,
F. No Stibrecipient may, with resp�et fo individuals o�� fatnili�.s occupyit�g l�o�ss�ng owned by thc Sub��ecipiei�t, oa� ��y
pare�t or subsidiary of the Sub�•ecipient, carEy out d�e initia! evaivatio►a z�eyuir�d �c�der §57G�401 af ihe ESG
Reg�ilatic�ns oE• ad�ninis�tez� 1�o�neless�tess pre�ention assist�nee nxadur §576.103 aftl�e i?SG Itegulaiions.
��C'Cl�l?N 32. P�i,l"I`ICA�. ACTlV1TY �YRONI�3ITGll
A. Nc�ne of the funds providecl uttder this Corat���ct sf�all 6e used fof• influe�tcin�; ilie autcome of ai�y eEectio��, ar the
passa�e or defeat of any legislative measure. 'I'ljis p��ohibitian shall not be construed to �revent a�ay official ar
empinyee o#' Subreei�ient fi�om fu��i�is�ii►�g to any .�netn6e�• Uf its gc��c�ri3ir�g body upan rec�uest, or to a�ly other local ar
state official or employce o�� to any citix�en inforination in the hands af the e.mployee or official z�ot considered i�nc[er
law t� be co�fidential i►ifor�nation. Any action fak�n ag�nst �u� �rnployee o►• offcial foe supplying suc}i infc�rtnation
sha[I subject thc �ersa�l initi�tin�; the acEion to i�n�nediate dis�nissal fram etnpIayrr�ent.
B, No funds �rc��idec[ u�tder this Cont��aci may be used c{ir•ecfEy o�• ii�dii�ectly tc� hi�•e employees oc in �ny other way fuzaci
oE• su�po��t candidates fae the legislative, executive, o�� juciiciai b��anclies of govec-nme��t of Subi�ecip�e��t, the Sfate af
'I'exas, o►' the govern.ment of t.k�e ilniced States.
�ECTI�ON 33. NDN-.UI�C�INNINAT.ION AND ��C)UAL nPPO�TUNIT'�
A, A persor� s.kaali riot be exc] udeci fi�om pa��icipatio�x in, bc: denied the 6ene�ts af, be st�bjeetec� ta disei�imination unc(er,
or be dcnied emplay�nenl iii the adtninistt�aiion of or in conx�ecti�n with any pro�ram o�� activity fuit�ieci [t� whole or in
pai� with funds made avai[�ble unde►'ti�is Contract, a�i the grounds af ��ace, color, ��eli�;ic�n, sex, natio��al ori};in, age,
�[isat�ility, �ol i��ica[ affiliation or belief.
k3. Subre,cipie��t agrees to ca�'ry out ara �qual �mploy�nent Oppa��turiity I'ro�,r�7 in keepirig witi� tk�e pf�inciples as
providc:d in C'resident's L�ecutive Orclet• i 1246 af Septe�nber 2�, 1965.
C. Subrecipierit will i��cludc the substanee af Sectio�i 33 in all subca��tracts.
1'a�e 12 n� 22
�E,C'�'IOIV 3�. CI?,R`I'��+�C�'T'IUN ItI:CAItDIi�G C�f+,.R`CA�I� �I�A�7'[1R �iELIGi' C01�°I'RACT�
'I11e 1)epartr»er3f rnay not awa��d a Coz�t��aet t�at inc] udes �roposec� �nancia[ pa��ticipatio�� �y a��et.son wi3o, dut•i�,� thc: �ve
yca�� �eciod ����ececii��� the date af tk3is Conti°act, I��►s bee�� c�nvicted of �iolating a fede►�al 1aw in can�iecfiori witll a
cont��ac! ar���decl by tl�e fedez�al �o�cr�ui�e�Yt far rclief, reco�e►•y, o�• z�ecc�ns�rucfion effo►-ts �s a result of l Iu�•ricaaae Itit�, as
defi��ed E�y Sectio�t 39.459, Utilities Code, Hureicane I�at�'it�a, or any otE�ei� disast��° occur��ing afte�' Septc:ml�e�• 24, 2005;
or assessed a pe��atty in a fedei�al, civil or ad�ninisCxative e��fQree�neial actiori in connectio�� vviil� a eontract awa�ded by ihe
fedei•al goverr�tnent 1or �•elief, reeove�y, or recc7wtstructioat elfo��ts as a result of Iiurricar�e Rita, as defit�ed by 5eciior�
39.459, t7Ci{iiies Code, l I�a��ricane Katri��a, oz� any ailter di�s�ter occurrir�g after Se��teznber 2�1, 2�(�5.
�iy execuCipt� of t�tis C��itracS, the Su6recipie��t �aereby eci�t'i�es tliat it is eli�ible to p�-tici4�ate in i'SG a��r� ack�to�vledges
that tk�is Co��tr•act �nay be terminated a�7d �7ayat�ent widal�eEd if fl�is ce�tific��tion is inaccurale.
�k,CT101�1 35. CCItTIFECATIOI�i .ItEGAAD.IIRCC� MAINT�NANCE OF EFFORT
FEinds �rovided to S��breclpient trnde�' f}�is Contrac# may ��at �e substitut�cl for funds or resources fro�� any �ther so«rce
c�i� ir� any way servc to ��educe tlie fu�lc�s o►� ��esotsrces wliich wot�ld I�ave heen availavle to or pE�ovided ihrough
Subrec;ipieni E�ad this Contract never bee�l execuked.
SI:CTIU3d 36. ��BARI2�D AND �U�P�Nll�:� 1'ARTIC�
�3y si�nin� tllis Cc���tract, Subrecipie�it certilies tlaat ��eiFh��� it ��or its cEa����ent pi�inciple }�arties az�e i�zcluc�c:c� ii1 #Fze �xcluded
Parti�s .Lisl System (�',I't.�S) maintained by%h� G�t�E��<�l 5ervices Admi��is�ratio�7 (GSA). SubrECipieni also ce��ti�ies that it
will i�ot awa��c� aray funds ��E�ovidc;cl by this Corat���et io a�1y }�arty t�i�t is dehari�ed, si�spendec[, or oiherwise exciuc�ed fcom
ar ineli�ib[e for partici�atio�i in fecEeral assistat�ce progr�ns under Executive O�'de�' 12549. Subrecip�ent agrces ihat �rioc�
to enteri���; iilto any agreert�ent wiftt a�otea�tial sL�beor�ti�actor that th� verification p��fl�ss ta ca�np�y with i;�is
rr�uire�nent will be acco�npEished by check'tt��; tl�e Exciuder� l.'arkies.�.ist Sysieitn at hi�:/lwww.epls.go�l o�� by collecting
a cer#iiicaEion fi�o��� tl�e �otentia! subco�it�-act�r.
�FCT10N 37. �P�C�AL C[1NDL�l'ION�
A. Depac�lmc��f shall tiot ��elcase any fi�K�ds under tliis Cc���tract t�ntil ik;p��tnler�ti liasdeteenlinec{ that Si�brecip�er�t's �scal
conu•o[ a►tc{ f.€�r3d accounti�i�; proct;din�es at°e adec�ut�t� to asst;�re t}�e proper disbursal oiand aceoi�ntirt�; for sueh funds.
i3. De�a��nent s1��11 nat release any funds under tt�is CorairacC u�til t�epa��t►nent f�as f•eceived a prope��ly co�n�lefcd I�i��ect
De�osit Authn��ization foem fi�ocn Subi�ec�piet�t.
C�, Subreci�3ient shatl obiigate (as sucli term is defined in 24 C.I'.R. §5if,203) all funds pa•avided u�icier tllis Conh•�tct
within 120 c�ays as of the date in Subeecipient's award letfer. De�a��nent will a�e��pture any funds not sc� ab{i�ated.
D. Sub��ecipierit s}�all ensu�•e tliat any building ��ehabilit�ted with t�u�ids provided untle�� this �ont��act is inainfained as a
she]fer for the Elo�neless for nat less ihan a three (3)-yea�� pe��iod or for not lcss tk�a�� � ten (1D}-ycar period if such
f'unds a��e asecl fior �najor re}�abilit��tia�i or eor��ersion of the hr�ilc�inb. `I�ae applicabke period s}�ail be caic�lated i��
acco��dancc wii}t 24 C.i�.R. §576.
E. If Su�r�cipient uses funds t�ceived ur�dec this Co�itract to �t�ovide assential services, ho�neless �reventioz�, oz'
n�ainte»ance and opeeating costs, the activities musi be cas�t'ied aut ii��til all of the fiunds n�ade available undcr t.his
Cqr�tract for s��ch activaties a��e cxpended o�� foi• f{ie Coi�t��act �'e�����, wl�iclievcr is sltn��ter. Subrecipient rnay tise o�xe ot�
more sites o1� s�r�tctures to c��iy out lkie actiVities but it musl 5eive the sa�ne geneeal populat[ot�. `J'he "s�me �;e[ier�l
populatian" means the typcs of homeIess pej•sans originally se�ved with the fiinds o►• persnns in ihe sa�ne beo�;z�aphical
a��ea.
�'. Sub��ecipica�t shall make known ihat use of t13e facilities and serv'rces funded ��nde�• i�yis Cnr�t��act at�e available to all a�i
a nand�soriminaiaty basis. S�aba�ecipient also �nust adopt a��d iin�lc�ne��t p�'ocedures desi�ned to inake availahle to
interes�ed ��ersa�s i��foEmation co��ceaniiag tk�c �xiste�ice ant� location of se�•viees a�zd faciliEies �llat �re �cr,essiblc to
perspns with a dis��ility.
G. S�aE�recipient shall acimi�listea�, it� �ood fait��, a policy designecl to ei�sure chat Ef�s t�omeless facility is fi�ee from the
illegal us�, Possession, t�r distribufio�i oI'd��ugs or a[cahol.
I'age 13 of 22
i��I. l�os� any ESG ao€ivities that r��ot�lci res«lt i�t tl�e �isplacement of persor�s o�' busi��esscs, �u���eci��ier�t r�aust faiiow
Uui�`oE�in F�elocationAssist��ceaY�d lteal Pro�e��ty Aa�uis�Eio�� PolicicsAct of 1970 (42 U.S.C. ��201- 4�55) ([1RA)
a�lc� its i�r�ple�nentin� z�eg€►latiof�s at 49 C.I'.R .f.'arC 24, S�ibpart �3, ancl 1IUD I-[a�idl�aok 1378.
Sub��ecipiei�t shall, ta tite maxi�num extent practic�abJe, i»volve, t�u•ough ernployinci�t, vo{utateer services, ar
c�i��e�vvise, homeiess individuals ���d fa���ilies i�i constructir�g, a�enovat�on, rnaintainipg, �nc� c��et•ating facilities assisted
�ir7cler this Co�atracl, in providin� services assisted unc�er• this Cont€�act, ar�d irt j�ro�iding services fo�• occupants af
Caciiities �tssisted L4�lder this Corttf��cf.
J. Subt�eci�ie��ts uti[izing I;SG f�u3ds fo�� �'et�ov�ltion, t�e�r�ir, re}k�biJitaFioi�, oi� co��versian of btiildi���s �re responsiblu iar
wrnpliance with 24 C.f�'.R Pa��t 135, ��eferrt;d to �s "Se.ctian 3," anci sh�11 include the clauses listec� it� �135.38 in al[
subcofltracis cove��ed l�y Sectio�i 3. �-1ame[es� ir�dividuals have priority ovee Section 3€�esicie��ts.
K. If Subrec:ipie��f intends tn ���or�ic{e e�ne►•gency shelter fa�� E�omeless pe►'sons in i�ote{s or �notels, or othcr com�neeeial
faci{itiGS providi�lg iransier�t l�ousing, Subrecipie��t z�tust }�t°avide t{ie Depa��trnent wiil� a ce�`tific�tio�� that: {1) leasss
ne�o#i�ted between Subrecipient and pravide��s a�'s��ch ilousing pravide or will provicie that the ii�it�g s�ace �vill be
��enticd at substantialiy less fihai tfie daily room r�te otl�erwise cha���ed by tlxe �acility; ancl {2j the Subrccipie��t ]��s
ca�lsidered atl�e�' facilities as cn�ergertcy shelter, anci 1�as detertnineci fhat t�se of ttte facilities ��'avides tlie mUSt
cost-effective m�ris of pravidin�; emergency shclter in its sei�vice area.
I,. 5ubeecipietit shall develop and i�nplemeni procedures ta ensure tkae corr6d�niiality of recczrds pet•tair�ing ta a��y
individual prnvideci f�uni�y �iolex�ce �a�eve��tio�l o► ��•�at�ne�lt s�a•vice� u�idei• any projeci a,ssist�cl u��d�;t• this Co►lts�act,
a��cl that the adt�ress or loc��tian af �iy fa�nily viole��ce shelter prc�ject assisted w[ll, exceptwit}� wi'iiten aut�iorization
of the pe.r�n or �es�sons ��espor�sibie faz� the opeeation o#'suc�� sl�clter, t�ot be made public.
M.Subrecipient shall ensure that any bt�iEding fo�� which ESG a�nounts a��e used far ��enovation, ca���e��sir�n, or tnajor
a�el�abilit�tio�i must meet [ocat �ove��i��nent safe#y ancl sanitation sta��dac�ds a�ici shelfc3� and liousing standa���is hs
autlined in §576.403 oftk�e LS(i �egulatinns.
N. None of the fu«ds p�•ov�ided tulder this Cor�tra�:L may be t�sed in u7r�nection wEth a��y dweilinb unit u��less tl�e urut is
prc3tected by a ha��d�rvirecl or baiteiy-operatecl smoke c�e�ectar ix�stalled irj aceo��cla��c;�: wit�� Natio►inl I�ii•e }?��ntectic�t�
Association St�u�d�a•d 74.
SI�CTIC)N 38. NO WAIV�'.ft
Any ri.�ht or reinedy given to Depa�'ttnent by thisCa��tr�ct shall tiot preclude t]te existez�ce of ar�y of�te�' t'i�ht ot� ��ei�edy;
�ieither sha{I ar�y aciion taken i�i the exerc�se of �ny r�ig��t at� re��edy bc deemed a waivet� af aray ofhet• ��igt�t or retr�dy.
Tkte failure of Deparim�ntto exef•cise a��y right or remecly an any occasian shal[ ��ot constitutie a waiver of Depa��tmez�t's
�•i�ht to exercise that c�r any other z�i�;ht o�� ��emedy at a 1 atec• ti�ne.
5EC`I'ION 39. ORAI. ANll W.KiTTEN AGRI+,T�M�,N`�'�
A. All ora� atid writie� �;rceinents betweer� tlze parties to this Cut�fs�act re[ati n� tt� t}�e subject ma[t�r af tkai s Co�tt�'act have
been reduced to w�•itiiig and are cor�tained in this Cc�nC��act.
13. 'I�e attac�insents enrscneratac� and de�aozninated below a��e a pa��t afi��is Confract �aci constitute ���c��nised �erforanances
u�ide►� this Contraet:
I. Exhibit A- Per�fc�i�i�iance Document
2. �xttik�it B - Budgef
3. l:xf�ibit C- Match Requzrements Doeument
4. E;xi�'rbit D- Applicahle Laws and Regul�tions
5. Exl�i�it Ls - Cert.if�cati.ori R��;ardirt�; LobE�yin�; fo�° Cont�•acts, Cirants, L,oac�s, and Cooperative Agree�nertts
S�C"I'ION 40. �I�V.C:RABII;ITY
Mf'any sectiotl or p�•ovision ofthis Cont�•act ishe[d io be i«vatid oe unenforccaUle by a courto�• an admiE�isteativeia'ibunal
of cotnpetent jurisdiction, the ��cmai��dez' sf�a91 t'e�nait� valid atid bincli�3�;.
C'�ge 14 of 22
�i�C;"I'ION 4l. (�OP1(RaCH,�I"
SL►breeipient inay copy��igt�t �ljate��ials developed in ihe perfor�nai�ce ofihis Co«Cc�act ar witl� f��nds expei�cled t�ncie►• fhis
Cor�tract. llepai��nent �tad �.iCJll sl�all each ]�a�e a rayalty-free, notzexa6usive, and irrevocable r�g1�i to i�cprodt�ce, ��ublish,
or oiE�erwise L�se, a�td tn authot•ize othcc�s to use, tl�e copyri�hted warlc fo�� �;avernme��ti pueposes.
�EC'�'iON 4�. U�E DI� ALCOHOLIC B�Vi?.ftAGG�
i�unds pravided u�tder t��is Co�it�•act �n�y nc�t be �ised fo�� tVae payn�c►i1: of 5ala��ies to aE�y Sul���ecipieni's e��a�aloyeus �n�ha use
alcol�oEic heve��a�es while o�i activc d�aty, f�r travel expeiises exper�c��d #��r alcc�l�olic bevera�;es, oj° for tlie ��tiz�c}aase, of
t{1co13ol ic beve��a�;es.
�ECTION 43. FAITN 13A��D AiVD S.ECTARIAN ACTIVTTY
Funds provided unc�e►� this Contract �nay ��ot �e i�sed fo�� sectarian o�� inherently religious activities such as worship,
a'eligious instr��ction or �t�oselytizatian, a�td tnust be for t��e benefit of peisons T-e�aE'dless of �•eligious ai�i[iation.
SuUrecipie�jt shall cofn�ly witlj the �•egulatio�asp��c�mulgated �t 24 C.F.R. §576.40{.
�I;CTION 44. �'ORC� MAJUR[;
lf the obligatio��s are ctelayed by the foflowing, a�� ec��itable adjusi�nerat� wilE be macie for defay or failut�e lo perfart�
i�ea�eunder:
A, Any �f U�e fol[owin� events: (i) catastropliic weather co�iditions or athet• extraa��dii��►zy elerr�eais of natu�•e c�a• acts of�
God; (ii) acts of wa�� (decl�u�ed o�� undec[ared), (iii} acts oiteri�arism, insus�rectio�i, �•iots, civil disa�•clea-�, z•ebellian ar
sabota�e; a��d (iv) quaraniinr;s, eit�bt►r�oes and ather similar ur�usual acfia��s of fede�'r�J, p�'ovit�cia[, local or foreig��
Governrnent�l Autliarities; a��d
B. `t"he t�on-perforn�in� pa�-ty is wit�aout 'Fault in caiisin� oe failing ta ��reve��t ik�e accu�'rence of s�ic[� eveni, �td such
occaa•a�e�ice cauld t�ot have hee�� circ���nventeci by re�sonable prce�autiorjs and co�tid �zot I�ave beEri prevented o�•
ci�'c�imvet�tc�{ througk� ft�e use of con��l�ercially ref�sanable alternative sources, workarauncl pla�is or other tneatss.
�ECTIOI�[ �t5. TC�VI� I� O�' "I'HI: I:SS�NCF
'I'iine is of dle essY.nce will� r�pectto Subr�cipient's cocnpliance witli al! co�+e��a��ts, abreenae�ts, terrns �uid conditiat�s of
this Cotit���ct.
��CTIO�I 46. C�UN`I'F,RPART i ANLI ��`AC�iMILi SIGNA�'URF�
Tl�is C',ontracf may be executed in one or �nore counterparts each c�f which sk2aft be deemed an c�rigii�al but all ofwhic�a
io�ether sE�all cot3stitt�C� one a�id the s�ne instru�neTtt. S[�;necl sigr��iure �ages tnay be h�ansmitte� by facsi.mi{e or otl�e��
etectx�onic fs�ans�nission, and any sucl� signatt�re �l�all hava �he s�e i�:gal effect as a�� ori�;inal.
S�C7"ION 4i. NU(ViS�[�R, G�ND.F�R
ilnless tlie context roquires oti�e►wise, the wards af the tnasculine �;ender sh<�l l inc[��cle tlte fe�ninine, and singular warcis
sl�all include t(�e plu�'�1.
1'age 15 of 22
�EC'['lON 4�. NO`['ICC
A. It� ��c�ticc is p�-ovir�e�l conce��ni�a� tE�is Co��h•aat, notiee �nay �ie �iven at ihe followin� (l�erein refereed to as "Natice
Adclress"):
As to ���artme�t:
`I'EX�15 D�:PA(ZTMEN �' OI� I�0[]SING AND COMMIJNITY 111�'�A1[�S
1'. 0. Bt�x 13941
�usii��,'T'exas '18711-39�1
Atter�tiorj: Michael Da You���
`i�ele��i�ot�e: (512) 475-2125
�I��t: (5 k2} 475-3935
►ni chael.deyout�g(cr�,�ihca.sta�e.tx.us
As to Suhr'ecipie��t:
City af Denton
COl E. .I�icko��y Street, Suite 13
Dentc�n, TX 76205
Elftention: Cieo���;e C��r�pbe,lk, City Mana�;e�•
"I'ele�han�: (9�40j 3�}9-775G Fax: (94D) 349-7753 Fs�nail: george.ca���pbell a cityofdealtan.corn
}3. l�11 notices ar other commui�ieat'tons here�trtde�� shal[ be deerned �;ive�l when d�liverecl, mailed by overt3i�;Vatservice,
o�� five days afte�• ���ai[ir�g bp cet�ti�eci or re�isteeecl cnail, postage pre�aid, i�etL�rn re�eipt reqr�c;sted, adciresseci to #t�e
appropr[ate Notiee Ac�dress as de�necl i►� tize above Subsection r1 ot f13is Section 48.
��CTION 49. VI:IVI�� AND JURI�DICTION
`I`his Contract is delivcr�d �u�d izatendecf to bc pecfic�rc�ieci in ih� Slake o�`I'exa�s, Fai� pua�poses ofliti�;ation pu��su�u�t to �llis
C,'ontract, venue sJl�l l lie in `i'ra�is County,'I'exas.
�X�C111'ED ro be e�('ECtive an Octo�er Ol, 2012 �
�:`ity c�f De�ttoa�
��olitic�l subdivisio�t of the �tate of Tex�s
i3y:
Titl e:
Dale :
�'�;XA,� llE�'ARTMI,NT OF HOU�II+1G AND CEiIVIIVlU11IITY A�'�'A�I�R�, a pu�lic and o�ci�l
a�;ency of the �fate o� Tcxas
�3y:
"��itle: Ifs duly author�zed af#ieer or represez�tativv
Date:
1'age 16 of 22
'1'1!;XA� DHaPARTNir.�!'Y' Ol+ �F3.OU�lI�1G AND C"OIV�Ii�U�['I'Y AI� 1+AIR�
GONT7ZAC`i' ND. �521��001.530 FE)R 'I'HE
�Y 20f2 EMERGI":NCY 50LUTIONS GItAN"i"S (ESG} I'IZ.OG(ZI1M
(;F DA N O. 14,23 i
�x������r� �
1�[�RC'QIZMANCF DC)C�ll.MLN'1'
City of �D�nto�
a political sribc�ivisior� of t1�e �tate of Tex�s
�'er�orl��ance �tate�tient
Octobcr 1, 2012 - Siptember 30, 20t3
F�NANCIAL El�F'EIVDITII�E l2CQCJIREMENT�:
To assure tl3e titncly a��d appro���iate �se af' �:SG funds, tlie De}aart�t�ea�t Jlas esfablishecl tl�e follawi»�; expentiit�n'e beuc)�in��ks. "l�e
Uepai�nent will z�eview Sul�t�ecipie��t pec�formance in ex��endi7�g prc��ra�n fE�z�ds on a quac�tes�ly bas�s. S�rbreeipie��t is aclvised that failurt•e
to expe«d funds in a ti�nely f'a�hinn inay �ffe�;t fi�tu��e fund�ng op��nt�tt�nitie.s.
Subrecipie��ts �nust fallaw tl�e �o[]c�win�; ex�er�ditu�•e schedule:
Cantract l0°/4 ex}�er�ded as pi-ar�ided itl the Budget by the end of i}xe i�i�•st quarte�•-I:)ece�nl�er 31, 2012.
Co�atract 40% expencied as pro�ideci .��� the .Sudget by the end of'th.e secot�d qua��ter-Ma�•ch 31, 2013.
Contraci 75% expetxded as provided in tkxc Li�d�et by ti�e end o�'the tttirci quari�r-Jui�e 34, 2013.
Coa�tract l00% expended as providecl in tlte T3udget by the c�nd oftE�e Co�ati'�ct 1'e�'m (fourt}i qi.�artee)-Septei��ber 30, 2013.
�'CtOCYRAMMA`['IC PERF'4RMANC:E IiEQUI1tEM[+,NT�:
`l'o assi�re thc timely a��d a�ap��opriate use flf E5G futlds, tlae De�ac�tknent I�as includeci fl�e followin�; perfc�rmarice scfiedulc as pa��l oftl�e
ContE�aet. Sub��eci�ient will estai�lish ta��get�s for p��o�;ram activEties anci will repor� tl�c�se t���;ets to tl�.e '[)epa��trne�it via tf�e 'E'a��;ets
Sp���ac�shec# Fortn sis��ple.ment to this Contract whicE� will be e�nailed separately to the Subt�ecipient. Sub��c�ipieni wiil repo�-�
pe��farma��ce on a�nonthly basis ta the Depa�-h�nent throu�h the Camm��nity Affaii°s Cant��act SysteEn, aM�d iiae Departrnent will r�eview
5ubrecipient perfai�n�r�ce in nleeting pi'ogram fargets o�� a c���a��erly b�sis. Subrecipient is advised iitat fai[ure to p��ovide p►•c��;�'arrs
services in accot'dance wiFi� tl�e ta�ge#s establiskaecl by tE�e 5ubrecipient may affect fiature futlding oppo��.unities.
S�if�recipient t3�ust Foilow the followin� perfortna��ce schedule:
No less tl�an 5% of� ali tat•�ets, as est'ablis���d by the Subrecipier�t rn�t by the �nd c�f tP�c first c�tia� Ce�'-Dceen�ve�• 31_, 2012.
Ne� less t��an 35% at�al( taa•�;ets, as established by the S��b.t��ci�ie��t n�et by the enc3 oi't�ie seennd c�uae-€er-Mareh 3 l, 2013.
No iess than 75% of �1.1 tar�;eis, as estabiished by the Sub��ecipie��t �r►et by the e��d of tl�e tl�i�-d �ua��te��-June 30, 2013.
I 0�% of all #a��gets, as �stabt isl�ed by the 5ubrecipi ent rnct by ttie et�d of ti�e Ca��tract Tei�n� (fiaurtl� �uarter)-�epten�be�� 30, 2013 .
['a�;e 17 01' 22
'1"E�A� DI±;C'.�It7'�!i.I�sl�l'l' ()I+ I�OU�.1NG A�li) C[?IV11VECJIV1'1'Y AI+�+AIIt�
t:(3N'�{'ItACTNO. 4�1��11[}1�3U 1�OlZ'I'l-IL
I�Y 2412 GMIsRG�:NCY S�I.11rC'IC�NS GRAN`fS (ES(�) PItOGR.AM
CrDANO. 14.231
��XI-i1131'I' B
I3UI�Gf:`I"
Cit.y of tle�ato��
� �olitic�l si�Udivision o1'the �tate �f Texas
1)TPARTMEIYT FII�JANCYAI� OBI�iGATiUN�
B��d et Cate�ory ---- --c- C�te�ory Totals
����;���- - �==- - -
�treet Outreacl�
i�tnergency �l�elter
F�sset�fial Services
Ope�•atio.ns
Hamelessness Preve��tion
Ho�isil�g 12elocat�on and Stabilization Services-f �naa�cial
Tenani-based �•ent�l assista��ce
Ra�id Re-Housin�
�Hol�sing Relocation a7ic� �ta�itizatiot� Sei�vic�s-���i��a��cial
�
�
�
�
O.DO
262,8'�2.OQ
$ 137,594.00
$ ] 25,27&.OD
9'�,962.04
$ 5,04D.00
$ 92,962.00
s�,oan.oc►
$ 7,SOO.OU
TIousin� Iteloc:t�tion and Stai>ilization Se��vices-Sei'viccs $ 33,fl00.00
"1'e��a��i-basect rental assistance $ 48,540.00
H�meless Mana��men� luiar��ati�n �ystem (HM1S} $ l 1,016.00
Administrative Cc�sts � r�a��4•�5
TOTAL $ 4'72,�40.15
AcEditional f'unds ��say be oblig�teci via Am�ndma�lt(s), Pu�ids jnay ai�ly be ol�li�;a�ed and e;xpc��ded d��rii�g the cu��re�lt Cor�iract'�'cE•in.
Uncxpe�tded futzd ��lances will be �'acaptEnec�.
F�OTNDTCS TO �3ClUGE�;T FOR AV�ILAl3[,�?, /#LI,OCAT103V5:
Sub��ecipiei�� must request in writing any adjustmer�t needeci to a�iudget catebozy �e�o��e 'I'i7�CCA will m�lce any adjusime���s to tl�e
budgetcale�;QS�ies. Only lhase vvr•iiten reyuest(s) ft•om tlie �itb�•ec�pien�s t•eeeived at least C�} days peic�r to t�Ke t�a�it ai'
t�te Cantract Ter�n wili � reviewed. TDHCA may declit�e to i•eview written requests reeeivul tiui•ing the fi��al f�0
day� c�f t�ne Contt'aet Term.
M�uci���um �ar adminisiration baseci on 3.2�5% of the #otal �llc�wable expendit�i��cs exeluding travef foE• trai��i��g.
Subrecipient may apply Administratio�i funds to pay for travel costs incu����ed to �ttettd ihe Se�iember 13-14, 2012 CSG I'��ogt�am
Warkshop l�e[d in Auslin, "f'exas.
Pa�e � S oi' 22
�[,�{.t,.tlw7 fJ3l;xl.�tA.E\r�y11'lL'rl`Irl' QF HOUSI�iG .A:C�ID CUI�!(NILl.t�III�,.[ tlA� 11'��l^��
CO.N'TR.AC�t'N(7. 421.���i530 F'�RTCIE.
�Y 2(?12 EM�;RGI�NCY SDI,U'T�IONS Gt2ANTS (ESG} PROC�RAM
CI�ll1� NQ. 14.231
£XI~IIBI"T C
MAi�CH R��:QUIR€;MENTS �DUCUM�'N'T"
City of llenton
a political s�ybc�ivision o1'the �t:atc of Texas
Tvne��o���•ce of' MaLch)
�tlaer Npt�-CSG NUD Funds
Other �edet•�l F'u��ds
�tatc Gov�r•nmen#
Lc�ca1 Govcrnment
T'�-ivate FYy��ds
Ofhet•
Fees
Pro�ra�n Incc►���e
MATCH `1 OTAL
T'a�;e 19 of 22
llnitar V�lue
$ 0.00
� 1 �,G�5.00
� O.UO
� 13,37€i.00
� 3�9,�82.15
� 63,G25.Q0
$ 0.00
� p.00
9; 4�2,140.IS
['sSG SubrecEpient's tnus� in�tch tlxei�� aw�'d an�ou�zt witl� a�1 ecg�aal c��' grr�ter �notu�t ot'rest���rc�s fea�» afl�er tlia�i E;�G �u��ds,
L� li�i�le �ources_c�f Ma�ch:
° azay sou��ce i�iclt►din � any Fede��al sou�•ce (except For ESG)
o any state, loc�l, aT��pri�ate so�u•ces.
li us"rn Federai so��a•ces the followi�� �•��les a� 1:
o t9ie �laws go�eining any sou�°c� to �e ��ised as ��natoh znust ��ot prohibit t�iose fi�nds fi�<�m iaein�; ��sec� as �natci�,
n if �;SG fu�ids a��e to be L�serl as m�tch for anothet� fale��! p�•o�ran�, t}ten that �a'o�t'am ntay ►�ot be used �.S �natch for ��'SG.
R.ecof!rtitia�� c�f Nlatcl�i.it� Co�ttribtNtia��s:
o Matc�� funds ri�ust n�eet all th� req�����ernents tlfa� apply to I�.SG f«�tds (except cx}�e��di�urt; lirnits)
o MatcY�ing confributioa�s �t�Lrst Ue pro�idact du��iat� the Co►�t���ct Term
o G�sh coEltributions tnusi be expe�sdetl witl�in Yhe expenc{iture de�dlir�e du�•ing tl�e Conta�act� `Cernl
o No��-cash contributions must be made w�itt�in t�e e�xpetulitu��e deac�lii�e {�bove}
o Contributiarts used to match a previaus ESG grant r�ay not be used tn �r�atcla a sut��aque�it grt'a��t
o Cont�•i6utions i�sed tc� iT�atch another fedea'al �r•a��t rnay not be used i� anatch ESG
i�.li ible 7' es c�f Matclai�n Conta•ibntions:
l. Cas1i Cotjtz�ibutions�CasEi exf�e3�ded far �Ilowable costs �is defined i�� OM�3 Cit•culars A-87 (2 Gt�.tZ. ParE 225) and A-122 {2
C.�'.It_ Pa��f 230) ofthe Subreci�ienl. Sources of casL� cor�f��ibutio3�s tnay inclacic: privaEe do��atiofis, or �r��ts, fron� 'Farrr�dat€or15,
no��p��ofits, o�' local, state �id fedea�al f«nds.
2. Non�("a�l� contributions Non-eash c:anC�7buti�ns �•e the value of ��iy z�exl p��o�eE�ty equiprr�ent, goods, o�• services contributeci
to tlte Sub�'�cipieraf`s I�SG �rng�'�u�, ��'t�videcl #�iai tliey wnuld be allawabie if the St�hrec�piei�t l�ad io pay for tEte�n_
Cos�s paid by pro�;ram income dt�ring t1�e ����lt pe��ia�l a��e to be co��sicleeed as mateh pro�idecl they are eiigibie cosis that su�plen�cnt
ti�e �'SG prc�gra[r�.
I'age 20 af 22
'I'1=,XA4 DL<'I'�,[�7'ti!rEI�'I OIi I-ifDU�I�IC; ANID COMIVfUI`dIT�' �'i�'�+AII��
(�nN"I"RAC"I' NO. 4212[�{101 S�p f'OR 'I'1 [ E
�'Y 2012 �;M�;RG�NGY SC)Ca�T'f4NS GiZAN"I�S (CSG} �'ItOGI�AM
CE�DANO. 14.23I
EXHIBIT D
Af'PLICA�3[<L L,AWS AND RF'sGU1,A`�'14NS
City of �e�to�t
a p�litic�i subclivisi�u o1'ttte ��ate o� Tex;�s
Tl�ese applicable I�ws i�iclude �ut a�•e rtot Ji�riited to ilot��cless Emer�enc}r
(42 U.S.0 31302 et. seq.)
24 C.t-.R. P�rt 85;
2�l C.I�.R. Part 91;
24 C;.F.R. 1'art S7(;
2� C.F.k. T'��•t 582;
?_4 C.T�.R. Pa�t 5$3;
Ap�lic�bie Ofiice of Mar�a��rnent r�nd Bud�et (OMB) Circtiilars;
10 Texas Ad�ni�listrafive Codc, Clia�te�' S, S�Eibeiiapt�a�s A, and K
Assista�tc� a�d R�tp id 't'ra��sitioa� to HpE�sing Act, as a�netidt�
Pa�;e 2 l of� 22
"I'I+.3�A� I).L+'P�4�R`l'Nii<,IVrI' OI{ H()USII�IC� AT�TI3 COMMUImIIT�' Ali 1}�Iit�
CONTKAC'('N(). 4�1��01�3p FOR'TfIE
�'Y 2412 �,ME:RCi�NCY 501..U`�'1nNS GRAN'�'� (GSG} PCtOCftAM
Cl�'I]A N O. l 4.231
EXI-lI€3i�I' �
C�it�'rl+"ICA�rTn�r u�GAItDING I.O[3BYING �+OR
COI�ITRAC;��'�, (YRA�IT�, LC)Aii��,1�ND CO�NERATi.V� AGRI+.1{�NII�NT�
City csf De��ton
a�olitical s��bc�ivision of �fic State ot' Texas
.Tfie un�ie��signcd cerei#ies, to the best of its knowledge and b�licf, i��lat:
1. No fuic�•al appropriated fiunds l�ave t�eeri paid t�r will !�e paid, by oE• on i�eltalfo#'the u��dersi�necl, to ��y person for i�t�t�enci��g
or atteiaaptin� to influence an c�fficea• oa• em�loyee of an agency, a memher of congress, �� oftice�� ar c�nployee af cot�gress, o��
an etnpioyee of a member c�f cangress ii� connectian wit�t ti�e; awardi�i�; of a��y feder-a) conf�'act, tlle �itaking of any fed���al g�'ant,
tfae �nakin�; of airy federal Ic�an, t}�e en�etin� i►ito of any cooperativc a�;ree��lenf, o�� �nadificalion c�f �u�y federa[ a���trac�, �rant,
loan, o�• coc���era#ive a�t't�ernex�t,
2. if �iy funds othet� t��an fede��al �ppropriafeci fu�t�is have k�een paid or wil[ b� ��aid to �u�y pe►�sor� fni� ira�uetici��� or atternpting to
infit�er�ce ata affeeE• o�• ernployee c�f a�ly a�ency, a n�e�nhc�� of con�;�'c;s�, an aflicer or cmplayee of eon�;E•ess, o�• ��� employee of a
membe�• of co���;r�,ss iii connection with this federal contracl, gr��t, loan, or• coo}�eraiive agreemeni, the L�i�dersigEZec� sllall
complete �id submit standa�'d forrn -1-TaL, "Diselosure Form to l�e�urt I.obbying", ir� accor�4ance witli its i��strucGioas.
3. `I'l�e undersi�;necl st3a[I rec�tii�-e that tiie l�nguage af tttis c:e�iifcation be inclucled in the award docu�nen�.s far all sui�-awa�ds at all
tiers (i��cEuding subwnt�•ac�s, siib-grar�ts, a►ic� wntracts �u�d��� �,��aiits, lc�ans, and coopeR�ative ag��ee��e��ts) attd t�at �ill
suh-�'ecipients shall cc��tify ��rtd disclose acco��din�;ly.
Tk�[s cet�tifcatian is �tiaterial �•epr�Se��Catia�� of fact. art wia.ich eelia��ce w��s plac;eci when this i��ans��ction was inadz at' ente�•eci i��to.
Sti�brnissiorl of this ce�'tificatior� is a pt�e��ec�t�isite for ma�Ci��g o�� ente��in�; i��io tl�is h•ansactioa� imposec3 by Sect'ron 1352, Title 31, U. S.
(;ode. At�y peE'son wl�o fai]s to fil� ii�e required certi fcat�ot� �iall 6e s�bjec� ta a eivil per�aEty of not less than $ IO,U00 a��d not more tE�an
�100,OQ0 fc�r cach such failu��e.
City of llez�to�t
a pvl'rtical subclivisio�j of the �tats of Texas
f3y:
`C'itl e:
Dale :
l'age 22 0l' 22
tl�tl11111,"�tl;"IIIIu �'"h�,�',tl"II'lltl.�.,q 4�u
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012 Questions concerning this
acquisition may be directed
DEPARTMENT: Materials Management to Phil Williams at 349-8487
ACM:
SUBJECT
Bryan Langley ���
Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of
funds for payments by the City of Denton for electrical energy transmission fees to those cities
and utilities providing energy transmission services to the City of Denton; and providing an
effective date (File 5083-Electrical Energy Transmission Fees for Fiscal Year 2012-13 in the
total amount of $1,677,079.53). The Public Utilities Board recommends approval (6-0).
FILE INFORMATION
The Public Utility Regulatory Act of 1995 (PURA 95) required the development of a new
statewide mechanism for electric transnussion service in Texas. PURA 95 also placed municipal
utilities under the jurisdiction of the PUCT for matters related to transmission. As a result, the
Denton Municipal Electric Utility has been ordered by the PUCT to pay various other electric
utilities in the state specific fee amounts. Purchase orders issued by the City provide the
authority required by the City Charter to malce those payments. These purchase orders will
encumber funds estimated as costs for services through September 2013. No funds will actually
be expended until invoices are received, reviewed, and approved.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On October 22, 2012, the Public Utilities Board recommended approval to forward this item to
the City Council for consideration.
RECOMMENDATION
Approve the payment of electrical energy transmission fees to Electric Transmission Texas in the
amount of $350,178.92, Lower Colorado River Authority in the amount of $1,243,58520, and
Texas Municipal Power Agency in the amount of $83,315.41 for a total award of $1,677,079.53.
PRINCIPAL PLACE OF BUSINESS
Electric Transmission Texas
Canton, Ohio
Texas Municipal Power Agency
Bryan, Texas
Lower Colorado River Authority
Houston, Texas
Agenda Information Sheet
November 6, 2012
Page 2
ESTIMATED SCHEDULE OF PROJECT
These fees are estimated for electric transmission services through September 2013.
FISCAL INFORMATION
Funds to meet these regtilatory fee obligations were budgeted in 2012-2013 budget account
600100.6072.5650A. Requisitions 110060, 110072, and 110075 have been entered in the
Purchasing software system.
EXHIBITS
Exhibit 1: Public Utilities Board Draft Minutes
Respectfully submitted:
�
�
__.
� � �.
Antonio Puente, Jr., 349-7283
Assistant Director of Finance
1 =AIS-File 5083
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Exhibit 1
DRAFT MINUTES
PUBLIC UTILITIES BOARD
October 22, 2012
After deternuning that a quonim of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, October 22, 2012 at 9:01 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present: Chairman Dick Smith, Vice Chair Billy Cheek, Phi1 Gallivan (9:05),
Barbara Russell, Leonard Herring, Randy Robinson and Li1ia Bynum
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING:
CONSENT AGENDA:
1) Consider recommending adoption of an Ordinance of the City of Denton, Texas authorizing
the expenditure of funds for payments by the City of Denton for electrical energy
transmission fees to Electric Transmission Texas (ETT), Lower Colorado River Authority
(LCRA), and Texas Municipal Power Agency (TMPA) for providing energy transmission
services to the City of Denton; and providing an effective date (File 5083-2012 ETT-
$350,178.92 / LCRA-$1,243,585.20 / TMPA-$83,315.41 — Total Amount of $1,677,079.53).
A motion to approve item 1 was made by Board Member Cheek with a second by Board
Member Russell. The vote was 6-0.
Adj ournment 10:14am
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE EXPENDITLJRE
OF FLJNDS FOR PAYMENTS BY THE CITY OF DENTON FOR ELECTRICAL ENERGY
TRANSMISSION FEES TO THOSE CITIES AND UTILITIES PROVIDING ENERGY
TRANSMIS SION SERVICES TO THE CITY OF DENTON; AND PROVIDING AN EFFECTNE
DATE (FILE 5083 -ELECTRICAL ENERGY TRANSMIS SION FEES FOR FISCAL YEAR 2012-
13 IN THE TOTAL AMOLTNT OF $1,677,079.53).
WHEREAS, in order to comply with the legislative requirements contained in the Utility
Regulatory Act of 1995, for the payment for energy transmission services fees, the City of Denton is
required to pay such fees imposed by the Public Utilities Commission of Texas to the three listed
utilities set forth in Exhibit "A"; and
WHEREAS, the City Manager has reviewed and recommended that the City Council approve
and authorize the payment of such fees; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The expenditure of funds in the amount of $1,677,079.53 to be paid to the
Listed Utilities in the specified amount shown on Exhibit "A", which is attached hereto and made a
part of this ordinance for all purposes, is hereby authorized.
SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or pernutted to be performed by the City of Denton
under File 5083 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2012.
MARK A. BLJRROUGHS, MAYOR
ATTEST:
JENNg'ER WALTERS, CITY SECRETARY
I�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�� �
_.m ��'-�" ,%�� .,.-
BY:
3-ORD-FILE �083
EXHIBIT "A"
Lower Colorado River Authority $1,243,585.20
Electric Transmission Texas $ 350,178.92
Texas Municipal Power Agency $ 83,315.41
Total $1,677,079.53
AGENDA DATE
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
November 6, 2012
Materials Managen�Pn+
Bryan Langley �,�r�
�"
tl�tl111II,"�tl*II"IIu �'"h�j!�tl*IC.IItl� ;'q II..�
Questions concerning this
acquisition may be directed
to Terry Kader at 349-8729
Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his
designee to execute contracts through the State of Texas Smart Buy Program and the Houston-
Galveston Area Council of Governments (H-GAC) for the acquisition of a Utility Tnicic and
Fluid Excavator for the City of Denton Wastewater Department; and providing an effective date
(File 5081-Purchase of Utility Truck from Sam Pack's Five Star Ford (Texas Smart Buy) in the
amount of $73,608.88 and Fluid Excavator (H-GAC) from EKA, Inc. in the amount of
$69,505.01 for a total award of $143,113.89). The Public Utilities Board recommends approval
(6-0).
FILE INFORMATION
During the Fiscal Year 2012-2013 budget process, Wastewater Collections received
authorization for an additional crew to handle manhole inspections and the new Clean Out
Replacement Program. The request included two personnel, a new tnicic, and a new fluid
excavator. To ensure maximum productivity and the success of the Clean Out Replacement
Program, the equipment must be ordered and available to the crew upon completion of the hiring
process. The new tnicic will be purchased from the State of Texas Smart Buy Contract #A-071-
B-072 which was awarded to Sam Pack's Five Star Ford. The tnicic is a heavy duty cab chassis
to be used for delivering the crew and the excavator to project sites. The Ford F750 is within the
Tier IV engine compliance as specified by the Environmental Protection Agency (EPA)
standards.
The fluid excavator will be purchased from Houston-Galveston Area Council of Government (H-
GAC) Contract #EM06-11, which was awarded to EKA, Inc. The equipment will also be utilized
by the crew operating the Clean Out Replacement Program.
Due to the strict timeline, quotes were only received from vendors with "in stock" trucks and
equipment. The local Chevrolet and Ford dealers do not carry tnicics that meet the required
engine and towing specifications.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On October 22, 2012, the Public Utilities Board recommended approval to forward this item to
the City Council for consideration.
Agenda Information Sheet
November 6, 2012
Page 2
RECOMMENDATION
Approve the purchase of a utility tnick from Sam Pack's Five Star Ford in the amount of
$73,608.88 and fluid excavator from EKA, Inc. in the amount of $69,505.01 for a total award of
$143,113.89.
PRINCIPAL PLACE OF BUSINESS
Sam Pacic's Five Star Ford EKA, Inc.
Carrollton, TX Stone Mountain, GA
ESTIMATED SCHEDULE OF PROJECT
Both the tnicic and fluid excavator are in stocic and can be delivered upon receipt of a purchase
order.
FISCAL INFORMATION
The tnicic will be funded from operating account 645018645.1355.30100 and the fluid excavator
will be funded from operating account 645019645.1355.30100. Requisitions 110377 and
110371 have been entered in the Purchasing software system.
EXHIBITS
Exhibit 1: Smart Buy Quote and Comparison Pricing for Utility Tnicic
Exhibit 2: H-GAC Pricing Sheet and Comparison for Fluid Excavator
Exhibit 3: Public Utilities Board Draft Minutes
Respectfully submitted:
�
�
�
...��,%� ._..__��
Antonio Puente, Jr., 349-7283
Assistant Director of Finance
1 =AIS-File 5081
CONTRACT COMPARISONS FOR WASTE WATER COLLECTIONS TRUCK AGENDA
EXHIBIT 1
DESCRIPTION BUY BOARD BUY BOARD STATE OF TEXAS SMART BUY
Contract # #358-10 #358-10 #A-071-B-072
2013 INTERNATIONAL 2013 KENWORTH T 270 W/ 2013 FORD F750
4300 M7 Stock Truck DL 299439 KNAPHEIDE UTILITY BODY KNAPHEIDE UTILITY BODY
25,500 GVW 19,500 GVW 19,500 GVW
Base Chassis - in stock Options: Options:
Options: 7000# FrontAxle, 7000# Suspension 260 HP ENGINE
Listed in detail on quote. Highlights below Allison 2200 RDS Auto Transmission Allison 2500 RDS 6 sp Auto Transmission
Maxx Force 7 260hp/660 torq Air Ride Suspension Non Independent Suspension
Allison 2500 RDS Auto Trans PX-6 250 HP CUMMINS ENGINE Options listed on quote
20KAir Ride Suspension
70 gal Fuel Tank
8.25" Steel Wheels
Base Price $ 50,710.22 $ 66,779.28 $ 54,156.88
Options (listed) $ 13,871.60 $ 3,662.00
Kna heide Service Bod $ 15 576.00 $ 15 790.00 $ 15 790.00
TruckCost $ 80,157.82 $ 82,569.28 $ 73,608.88
Buy Board Fee $ 400.00 $ 400.00 $ -
Trans ortation & DOT fees $ 435.00 $ - $ -
Subtotal by vehicle $ 80,992.82 $ 82,969.28 $ 73,608.88
Qt ordered 1 1 1
Subtotal of cost $ 80,992.82 $ 82,969.28 $ 73,608.88
Total of purchase $ 80,992.82 $ 82,969.28 $ 73,608.88
PRICE DIFFERENCE $ 1,976.46 $ (7,383.94)
% DIFFERENCE 2% -9%
Vendor: Southwest International of Mc Kinney MHC Kenworth SAM PACK'S FIVE STAR FORD
PO Box 580 1040 W Irving Blvd 1635 S. IH 35
Mc Kinney, TX 75070 Dallas TX 75247 Carrolton TX 75006
Calvin Lewis Randy Smartt Alan Rosner
calvin.lewi�Ca?�wit-tx.carn randy.�rnarttC�?rnhctruck.carn AlanRa�nerCa?�pfard.carn
972-629-3608 214-920-7306 $$$-$35-33$9
1 0/2 1 /2 01 21 2:33 PM 1NWC TRUCK EXCAVATOR COMPARISON 101212.XLSINWC TRUCK COMPARISON
IEM #1
w'�a:��� ��a:��o��.� ������wu w'���w��° �����°�� WC13 01 PG 2
��a,'�� w'�,. ���,'���� �P���°�°�������� '�"'m�.�u'a:��� '�����a
����� � ���w�:��:�,�.� �� ����•������,.�,'��,'������ ,. ���.� ��'���-���,.���'��
CUSTOMIZED PRODUCT PRICING SUMMARY BASED ON CONTRACT
Cars and Light Trucks
Team Members - Don McCormick -Bill Harkins - Paula Weiss-Cohen - Bill Dutton - Alan Rosner
Contract Name:State of Texas A-071 - B-072
End User: City of Denton Sam Pack's Rep: Alan Rosner
Contact: Robyn Forsyth Date: 10/16/2012
Contact TN/Email robvn.forsyth a(�,cityofd�nton.com Phone # 940 349 8410
Product Description: 2012 Ford F-750 Chassis Cab with options
A. Bid Series: 990D Base Price: $ 54,156.88
B. Published Options (Itemize Each Below)
Code Description Bid Price Code Description Bid Price
Automatic Transmission Included Turn Signal Fender Mounted $ 98.00
Air Conditioning Included Body Builder Wiring - End of frame $ 134.00
Power Group Included Jump Start Stud $ 24.00
Speed Control Included 50 Gallon Steel Tank Included
Tilt Wheel Included 5 Gallon Urea Tank $ (49.00)
260HP Engine Included Hour Meter $ 98.00
Air Brakes Included Air Horn N/C
Air Ride Seat Included
Allison 6 Speed RDS on-off $ 2,717.00
Front Tow Hooks $ 73.00
Bendix Air Dryer $ 457.00
Back Up 120db alarm $ 110.00
Total of B. - Published Options $ 3,662.00
C. Off Menu Options
Code Description Bid Price Code Description Bid Price
Off Menu Options limited to 25% of Published Price Current % 0% Total of C. - Off Menu Options $ -
D. Contract Price Adjustment
E. Delivery Charges 0 Miles @$1.50/mile $ -
F. Total of A+ B+ C+ D+ E= F $ 57,818.88
G. Quantity Ordered 1 X F= $ 57,818.88
H. Administrative Fee
I. Non-Equip Charges & Credits
J. TOTAL PURCHASE PRICE INCLUDING ADMIN FEE $ 57,818.88
Knapheide Truck Equipment Southwest
398 N. I-35 5ervice Road
I u�� Red Oak TX 75154
■'1 Phone: 877-473-5763
� Fax: 972-617-8581
51lUCE 1848 W�,knapheidesouth�nrest.com
Custorr�er: CITY OF DENTON
Phone:
Fax:
Make: � Model:
Gab Tvne: Wheel6ase:
Year:
Cab-to-Axle:
Y _ PART NUMBER. . DESCRIFTION
2 PPG RTS-WHITE PAfNT PPG WHITE/READY TO SPRAY
1 KNAP 21102876 KIT 80" WIDE BODY LIGHTS
1 KNAP 26103531 KIT HARNSS ADAP 99+FORD RD-C
1 KNAP 26050153 BUMPER AY GALVA-GRIP94JW/RECES
1 BUYE 1801050 HITCH UNIVERSAL FIT SERVICE BO �Y W/44in
1 BUYE PH45 PINTLE HOOK 45 TON RIGID MOUNT
1 REDN 90185 Prodi Brake Controller
1 KNAP 20048435 KIT ALUM. FUEL FILL CUP FOR
1 KTEC IKMUDFLAP-30 INSTRLL KIT MUD FLAPS 30X24
1 FAST BPK381-Q10 BOLT INT BUMPER 3/8"X 1" WlCB
1 KNAP 26205237 KIT LED FLUSN MOUNT UB
1 KNAP 6132D54J1- 6132D54J1 W/ MASTEFiLOCK
W ML
2 WHELEN 600 WHELEN 600 SERIES CLEAR LENS, AMBER BULB
1 CUSTOM LADDER CUSTOM PIPE RACK
RACK
8 LAB 1NSTALL INSTALL LABOR WORK CODE 10
1 SHORTEN FRAME SHORTEN TRUCK FRAME
1 KTEC 80-BH54J BULKHEAD 54J 20 TALL X 54 WIDE
1 KNAP 26205351 KIT LED ADAPT NO RESISTOR
1 KNAP 26228494 KIT LED COMP LT 3V+1 H LOOSE
1 KTEC 7WAY-B QUICK CONNECT 7 WAY INSTALLED
2 PDC LED40W 19 LIGHT ONLY LED 4" B/U 19 DIODE
1 KTEC PINTLE ADAPTER W/2-5/16 COMBO
PPADP+COMB02516
1 OUTS LINER SEND TO LINE-X SEE NOTES
2 GRAI 5T899 5# FIRE EXTINGUISHER
2 GRAI4T308 BRACKET
1 VISE BRACKET VISE PLATE
ITEM #1
WCl30l PG 3
C�110`TATiOPv
Quote ID: 21606
Page 1 of 3
Quote Number: 21606
Quote Date: 10/11/2012
Cauote vaBid until: 11/i0/2012
Salesperson: Keith Ball
V1PV:
10.00
$39.00
$146.00
$10.00 $20.00
$120.00 $120.00
Quote Total: $15,790.00
Discount: $0.00
Sales iax: $0.00
Total Due: $15,790.00
The follovving o tions enay be added:
IQTY : PAR't NUMBER : DESCRRP'fIQtV tlFlll' PFiIGE .Pfln011iVT
Knapheide Truck Equipmen4 SouthwesY
?R �',�� 39E N. I-35 Service Road
�u�'� Red Oak TX 75154
�'� Pho ne: 877-473-5763
� Fax: 972-617-8581
SINCE 1848 W WW,knapheidesouthwesf.com
Cu s=�mer must fill out the information below before the order can be
Accepted by:
P.O. number:I I
s Labor and instailation is included in all pricing.
a► Tem�s are Due Upon Receipt unless prior credit arran`�ements are made at �he time of order.
� Options DO NOT include Sales Tax
� Cancelled Orders will i�lcuc �l I S% �'estockin� fee.
Ne4es:
E� I32D54J1 WITH MASTERLOCK CUT WHEELWELLS FOR 22.5 TIRES
St'B FRAME INSTALLED UNDER BODY
RliBBER PENDER SKIRT
LED COMPARTMENT LtGl-1TS
CAB PROTECTOR
LED FLUSH MOUNT LIGHT KIT
RECEIVER HITCH
7 bVAY
V1SE BRACKET ON RIGHT CORNER OF REAR BUMPER
2EA. 5# FtRE EXT. bVITH BRACKETS MOUNTED ON EACH FRONT CORNER OF BODY
SPRAY LINE INTERIOR OF BODY
PINTLE ADAPTER 2 5/I6"
3NSTALL CUSTOMER SUPPLIED
WHELEN SX2AAAA LIGHT BAR WITH � PANEL SWITCH
WHELEN 600 SERIES AMBER LIGHTS {2J WIRED INTO SWITCH PANEL
CUSTOM PIPE RACK WITH BASKET
PAINTED WHITE
HARD WIRE BRAKE CONTROLLER
ITEM #1
WCl30l PG 4
QIJOiAiION
Quote ID: 21606
Page 2 of 3
ITEM#1
WCl30l PG 5
Knapheide Truck Equlpment Southwest Q1101�A�101�
398 N. I-35 Service Road
Red Oak TX 75154 Quote ID: 21606
Phone: 877-473-5763
Fax: 972-&17�858� Page 3 of 3
SINCE 1848 Wwvv.kna�heidesouthwesf.com
�HORTEN TRUCK TO 84" CA
Exhibit 2
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ITEM #2
WC 1302
DESCFtIPTlON FiGa4C R10fd-CONTI2�aCT PRICIiVS;
Contract # EM06e11
dtd 9-7-12 Quote #2953 dtd 10-�-12
FX 60 FLl91D EXCAV�,7'OR FX 60 FLl16D E)CCAV.�TOR
�i//�00 GAL TANK Vil/800 GAL °fAIdK
DITCH WITCH FX60 FLUID EXCAVATOR D11"CH WITCH FX60 FLUID EXCAVATOR
O tions: O tions:
Plumbing Componets Plumbing Componets
800 Gallon Tank 800 Gallon Tank
300 Gallon Tank Assembly & Hardware 300 Gallon Tank Assembly & Hardware
Door Diverter Harness Door Diverter Harness
Cyclone Lid Assembly Cyclone Lid Assembly
Cyclone Fiiter Stand Cyclone Filter Stand
Cyclone Lid Assembly w/ Stand Cyclone Lid Assembly w/ Stand
(800 gal w/reverse flow) (800 gal w/reverse flow)
Hose & Tool Rack Hose & Tool Rack
Tractor Hydraulic Fluid Tractor Hydraulic Fluid
4' Suction Tool 4' Suction Tool
4' Hose (25') 4' Hose (25')
Turbo Spray Gun Nozzle Turbo Spray Gun Nozzle
T18S Vac Trailer T18S Vac Trailer
Base Price W/ DETAIL $ 64,067.64 $ 72,381.79
Upgrade $ 3,265.92
FREIGHT $ 2,171.45 $ 2,171.45
Ditch Witch Cost $ 69,505.01 $ 74,553.24
PRICE DIFFERENCE $ 5,048.23
% dif#erence 7°la
Vendore EKA INC EKA INC
2166-A West Park Court 2166-A West Park Court
Stone Mountain, GA 30087 Stone Mountain, GA 30087
Cindy Kiester Cindy Kiester
cindv(o�ekasales.com cindv(�Dekasales.com
770-498-9316 ext.24 770-498-9316 ext.24
10/15/20129:16 AM WWC TRUCK COMPARISON 101212.XLSDITCH WITCH COMPARISON
ITEM #2
wc1302 pg 2
� CO1�TT'�CT` PI�CI1�iG WO SI�ET' C'ontract °��� '��' Date
� ��1���`: 9/7/2012
�� F'or Standard Equipment Purchases No.. � ,��� ���� Prepared: :
This 1�°oryra anusP be prepared by Contractor and given io End Use�. Encl User tssues I'O to Contractor, ancl
��JST' also fax cz copy of PO, together with cornpletecd l's°icang �'orkslaeet, to H-G�4C' @ 713-993-4548,
I'lease type o�° print legfbly,
Buymg ;�+TTiT �l" 11E1V lo1V 1'LEL' 1 J�i�V 1CLJ Contractor. _�'�y�y9 i11C.
Agencyc =t�11 _
Contact ;•I•e Kad�r Prepared _(,`111C� K1SteT°
Person: , � By: = y
Phone: :940-349-�729 P��ae� ;770-498-9316, ext,24
F�: = FaX: :770�498-9318
Ema��: ;terrv.kader(a�citVOfdenton.com Em�,: :cindv(c�ekasales.com
rroau�r ������ �r : nescr�phon: � FX60 Fluid Excavator with �00 gallon tank (price is inclusiee of the I3GAC fee)
Code. �, � s� x...s,.=�
Ao Product Item Base Unit Price Per Contractor's H-GAC Contract: $64,067.64
�o Publisheci Optioms - Itemize below - Atiach adclitional sheet if necessary - Include Option Code in description if applacable
(Note: Published Options are options which were submitted and priced in Contractor's bid.)
DescripYion = Descrip4ion - Cost
- Subtotal From Additional Sheet(s):
` Subtotal B: ' $0.00
C. Unpublished Options - Itemize belovv - Attach additional sheet if necessary
(Note: Unpublished options are items which were not submitted and priced in Contractor's bid.)
Description = Cost Description - Cost
Upgrade � $3,265.92 ;
_ ; _ Subtotal From Additional Sheet(s):
Subtotal C: ' $3,265.92
Check: Total cost of Unpublished Options (C) cannot exceed 25% of the total of the Base Unit:
Price plus Published Options (A+B). For this transaction the percentage is: 5%
D. Total Cost before any other a licable Charges, Trade-Ins, Allowances, Discounts, Etc. (A+B+C)
Qua�tity Ordered: �1 X Subtotal of A+ B+ C: $67,333.56 = Subtotal D: � $67,333.56
E. Other Charges, Trade-ins9 Allowances, Discounts9 Etc.
Description ' Cost Description - Cost
Freight = $2,171.45 :
_ _ _ ' SubtotalE: = $2,171.45
I9elivery Date:' F. Toial Purchase Prfce (D+E): �69,sos.ol
ITEM#2
WC1302
PG 3
HGAC Price
HGAC EMO 6- l l % Discount
Sellirtg F;GAC off Selling
Model Description Price Price Price
022-1092 FX60 Fluid Excavator with 800 gallon tank 52397.00 48729.21 7.00%
Instl 217.00 220.30
350-1900 Plumbing components -(used with 800 spoils tank 935.03 869.58 7.00%
350-2460 300 gallon water tank assembly (when ordering a S 2,144.10 1994.01 7.00%
350-2464 300 gallon water tank hardware 425.88 396.07 7.00%
350-3045 DIVERTER HYDRAULICS - T18 � 945.00 878.85 7.00%
215-1272 door diverter harness 19.89 18.50 7.00%
350-2716 cyclone lid assembly 307.29 285.78 7.00%
350-3765 cyclone filter stand 435.00 404.55 7.00%
350-3766 cyclone lid assembly 379.00 352.47 7.00%
350-3779 Cyclone assembly with stand (800g w/ reverse flow 2,059.00 1914.87 7.00%
350-3706 Hose and tool rack 429 398.97 7.00%
256-630 TRACTOR HYD FLUID (THF) 0 0.00
319-539 4" suction tool 507.20 471.70 7.00%
320-800 4" Hose (25') 483.99 450.11 7.00%
150-3187 Turbo spray gun nozzle 83.41 77.57 7.00%
025-1006 T18S Vac Trailer � 10,614.00 9871.02 7.00%
72381J9 67333.56 �
3% Freight 2,171.45
69,505.01 �
�&�, I�ac,
21 E6-� 4'Vest Park Caurt 9 Stane M€�untain, C�la 3�7087
86�.498.�3'9� • 77Q.498.931� • 77Q.438.93't8 (fax)
u�uv.EB{�0 �s .<°;
r � '� :i
City Of Denton
Robyn Forsyth
Fleet Budget Supervisor
940-349-8410
C#214-538-3485
Solicitation number
ITEM #2
WC1302 PG 4
�
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�i�R�EF��►1�l1Ehl"�
,� �ta��s ��c�����
EK,4 4uote # Date Quote valid until:
2953 10/8/2012 11 /7/2012
NET 30 DAYS
Item / Deseription '
#022-1092 DITCH WITCH FX60 Fluid Excavator with 800 gallon tank
'#350-1900 Plumbing components —(used with 800 spoils tank and 200 or 300
gallon water tank or no water tank)
#350-2460 300 gallon water tank assembly (when ordering a 800 gallon spoils
tank)
#350-2464 300 gallon water tank hardware
#350-3045 DIVERTER HYDRAULICS - T18
#215-1272 door diverter harness
#350-2716 cyclone lid assembly
#350-3765 cyclone filter stand
#350-3766 cyclone lid assembly
#350-3779 Cyclone assembly with stand (800g w/ reverse flow)
#350-3706 Hose and tool rack
#256-630 TRACTOR HYD FLUID (THF)
#319-539 4" suction tool
#320-800 4" Hose (25')
#150-3187 Turbo spray gun nozzle
#025-1006 T18S Vac Trailer
Freight
ORIGIN WITCH EQUIP
Price Each Total
1 72,381.79
1
2,171.45
72,381.79
2,171.45
� t�� $74,553.24
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Exhibit 3
DRAFT MINUTES
PUBLIC UTILITIES BOARD
October 22, 2012
After deternuning that a quonim of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, October 22, 2012 at 9:01 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present: Chairman Dick Smith, Vice Chair Billy Cheek, Phi1 Gallivan (9:05),
Barbara Russell, Leonard Herring, Randy Robinson and Li1ia Bynum
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING:
CONSENT AGENDA:
6) Consider the recommendation of an ordinance of the City of Denton authorizing the City
Manager or his designee to execute a contract through the State of Texas Contract and the
Houston Galveston Area Council of Governments for the acquisition of one Utility Tnicic
and a Fluid Excavator for the Waste Water Collection Division; and providing an effective
date (File 5081- One Utility Tnicic and Fluid Excavator for Waste Water Collections awarded
to two vendors in the amount of $143,113.89).
A motion to approve item 6 was made by Board Member Russell with a second by
Board Member Robinson. The vote was 6-0.
Adj ournment 10:14am
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR
HIS DESIGNEE TO EXECUTE CONTRACTS THROUGH THE STATE OF TEXAS SMART
BUY PROGRAM AND THE HOUSTON-GALVESTON AREA COUNCIL OF
GOVERNIVIENTS (H-GAC) FOR THE ACQUISITION OF A UTILITY TRUCK AND FLUID
EXCAVATOR FOR THE CITY OF DENTON WASTEWATER DEPARTMENT; AND
PROVIDING AN EFFECTIVE DATE (FILE 5081-PURCHASE OF UTILITY TRUCK FROM
SAM PACK' S FIVE STAR FORD (TEXAS SMART BUY) IN THE AMOLTNT OF $73,608.88
AND FLUID EXCAVATOR (H-GAC) FROM EKA, 1NC. 1N THE AMOUNT OF $69,505.01
FOR A TOTAL AWARD OF $143,113.89).
WHEREAS, pursuant to Ordinance 95-107, the Houston-Galveston Area Council of
Government (H-GAC) has solicited, received, and tabulated competitive bids for the purchase of
necessary materials, equipment, supplies, or services in accordance with the procedures of state
law on behalf of the City of Denton; and
WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received and
tabulated competitive bids for the purchase of necessary materials, equipment, supplies or
services in accordance with the procedures of state law on behalf of the City of Denton; and
WHEREAS, the City Manager or a designated employee has reviewed and recommended
that the herein described materials, equipment, supplies, or services can be purchased by the City
through the Houston-Galveston Area Council of Government (H-GAC) and State of Texas Smart
Buy Program at less cost than the City would expend if bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the materials, equipment, supplies, or services approved and
accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered file for materials,
equipment, supplies, or services, are hereby approved.
ITEM
N [_JIVIBER VENDOR AMOUNT
1 State of Texas/Sam Pack's Five Star Ford $73,608.88
2 H-GAC/EKA, Inc. $69,505.01
SECTION 2. By the acceptance and approval of the above numbered items set forth in
the referenced file, the City accepts the offer of the persons submitting the bids to the H-GAC or
State of Texas Smart Buy Progranl for such items and agrees to purchase the materials,
equipment, supplies, or services in accordance with the terms, conditions, specifications,
standards, quantities and for the specified sums contained in the bid documents and related
documents filed with the above listed agencies, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in File 5081 wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by H-GAC or State of Texas Smart Buy Program, the City Manager
or his designated representative is hereby authorized to execute the written contract; provided
that the written contract is in accordance with the terms, conditions, specifications and standards
contained in the Proposal submitted to H-GAC or State of Texas Smart Buy Contract, quantities
and specified sums contained in the City's purchase orders, and related documents herein
approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to talce any actions that may be required or permitted to be performed by the City of
Denton under File 5081 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated items, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance
with the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this day of , 2012.
MARK A. BLJRROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�� �
_.m ��'-�" ,%�� .,.-
BY:
5-ORD-File 5081
� 411111,"ntl;"IIIIu �'"h�j',tl;"Illltl�':q II
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012 Questions concerning this
acquisition may be directed
DEPARTMENT: Materials Management to Phil Williams at 349-8487
ACM: Bryan Langley
���.
SUBJECT
Consider adoption of an ordinance accepting competitive bids by way of an Interlocal
Cooperative Purchasing Program Participation Agreement with the Lower Colorado River
Authority pursuant to Section 271.102 of the Texas Local Government Code, for the purchase of
high voltage circuit brealcers; providing for the expenditure of funds therefor; providing an
effective date (File 5095-Interlocal Cooperative Purchasing Program Participation Agreement for
the purchase of electrical equipment with the Lower Colorado River Authority awarded to
Siemens Energy, Inc. in the estimated amount of $4,712,560.). The Public Utilities Board
recommends approval (6-0).
FILE INFORMATION
Denton Municipal Electric (DME) currently has 22 138kV circuit breakers in service and one
replacement brealcer. All of these are Siemens SP2 brealcers (SP2 being the type or model
designation by Siemens Energy, Inc.). The lead time for these brealcers is 19-21 weelcs after
receipt of order. A detailed description of the projected need for the brealcers is included in the
attached Public Utilities Board Agenda Information Sheet (Exhibit 1). The price proposal from
Siemens Energy, Inc., through the Lower Colorado River Authority (LCRA) agreement, is
included as Exhibit 2.
The current contract between LCRA and Siemens will expire on August 28, 2013. However, a
new solicitation has been issued by LCRA and it is currently under evaluation for potential
award. While the City of Denton staff anticipates that LCRA will award another contract to
Siemens, there are no guarantees of such action. Provided that LCRA does establish another
contract, the City of Denton staff is seelcing approval to contract through this method for a full
term of the agreement(s).
In the event that LCRA does not establish a new contract by August 28, 2013, the City of Denton
staff will determine another solution that will meet the timelines for ordering these critical
electrical infrastnicture products. This will ensure delivery in order to meet constniction
deadlines.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On October 22, 2012, the Public Utilities Board in its open meeting recommended approval of
this item by the City Council.
Agenda Information Sheet
November 6, 2012
Page 2
RECOMMENDATION
Approve the purchase of 1381cV circuit brealcers through the Lower Colorado River Authority
Cooperative Purchasing Program from Siemens Energy Inc. in the estimated amount of
$4,712,560.
PRINCIPAL PLACE OF BUSINESS
Siemens Energy, Inc.
Richland, Mississippi
ESTIMATED SCHEDULE OF PROJECT
This contract will support completion of planned electrical substations for the next five years in
accordance with the approved Capital Improvements Program for the years 2013 through 2017.
FISCAL INFORMATION
The procurement of the circuit brealcers will be funded from specific project accounts, as they are
needed. All of the cost for circuit breakers will be in the transmission category. These costs for
transmission projects will ultimately be recovered through the Public Utility Commission
Transmission Cost of Service Program (TCOS).
EXHIBITS
Exhibit 1: Public Utilities Board Agenda Information Sheet
Exhibit 2: Siemens Pricing Proposal
Exhibit 3 : Draft Minutes
Respectfully submitted:
�
._��
� ��_ .
Antonio Puente, Jr., 349-7283
Assistant Director of Finance
1-.�IS-File �09�
Exhibit 1
PUBLIC UTILITIES BOARD AGENDA ITEM #4
AGENDA INFORMATION SHEET
AGENDA DATE: October 22, 2012
DEPARTMENT: Utilities
ACM: Howard Martin, 349-8232 �
SUBJECT
Consider a recommendation for approval of a purchase of 1381cV circuit brealcers for electric CIP
projects through and under the Cooperative Purchasing Program Participation Agreement with
the Lower Colorado River Authority ("LCRA") from its vendor, Siemens Energy, Inc., Power
Transmission Division ("Siemens"). (File No. 5095 Purchase of Circuit Brealcers through LCRA
Cooperative Purchasing Program Participation Agreement in the amount of not-to-exceed
$4,712,560).
BACKGROUND
Denton Municipal Electric (DME) currently has 22 138kV circuit breakers in service and one
replacement brealcer. All of these are Siemens SP2 brealcers (SP2 being the type or model
designation by Siemens). Lead time for these brealcers is 19 -21 weelcs after receipt of order. It
is proposed to establish an agreement for long term purchase of the Siemens SP2 brealcer for the
upcoming CIP proj ects.
A pict�ire of a 1381cV Siemens SP2 circuit brealcer is shown below.
Operating
Mechaiusm and
Control Cabinet
13 81cV Circuit Brealcer
AIS — PUB Agenda Item #4
October 22, 2012
Page 2 of 4
The City Council approved an Interlocal Cooperation Agreement with the Lower Colorado River
on December 12, 2006 (Ordinance 2006-334). The Interlocal Cooperation Agreement is a
mechanism whereby the city can participate in LCRA's competitively bid alliance agreements
for purchase of electrical and other products. LCRA has an existing purchase agreement in
place with Siemens for 691cV and 1381cV circuit brealcers. DME proposes to obtain the needed
circuit brealcer through this interlocal agreement. The interlocal agreement stipulates that each
participating agency arrange its specific purchases and issue purchase orders directly to vendors.
The LCRA bid prices apply. Prices may be adjusted for changes to malce the circuit brealcers
match what has been used on DME's system. Changes proposed by DME are reducing the
number of bushing current transformers, adding one additional gas pressure monitoring switch,
and changing some features of the brealcer control wiring. The proposal received from Siemens
reflects these adjustments.
Minor adaptations in the control wiring are necessary to malce the circuit brealcers compatible
with the control schemes that DME uses and to malce the control arrangement match that of the
existing brealcers. The price for a single 138KV brealcer will be $49,482. The last circuit two
brealcer purchases that DME completed for SP2 brealcers was in November 2010 and Febniary of
2012, and the cost was for each of those purchases was $51,600 per brealcer. The pricing from
Siemens for the DME purchase is attached as Exhibit 1.
Siemens included a mechanism for cost escalation/de-escalation in the proposal. This method
uses third party indices for steel, aluminum, and copper material prices and will be evaluated at
the end of each year with the price firm through the end of 2013. Price changes will be made
only if the materials costs change by more than 3%. Details on the proposed price escalation/de-
escalation are contained in Siemens' proposal.
Table 1 on the following page provides information on where circuit brealcers will be needed and
on how the total estimated cost was constnicted.
Additional features of the Siemens proposal include annual maintenance training at no additional
charge and a five year warranty at no additional charge.
This contract falls under the DME specialized procurement policy adopted by Council as
ordinance 2009-189.
Exhibit 1 is a copy of the proposal from Siemens.
AIS - PUB Agenda Item #4
October 22, 2012
Page 3 of 4
Projected Circuit Breaker Needs for CIP Projects
October 22, 2012
Station Estimated Proiected Unit Cost Estimated
uantit Order Year * Total Cost
Crossroads Substation 8 2012 $49,482 $395,856
McKiimeti� Substation 6 2012 $�9,�82 $296,892
Kings Row Substation 4 2102 $49,482 $197,928
Pocl�us Substation 10 2012 $�9,�82 $�9�,820
New UNT Substation 4 2013 $50,966 $203,866
Ne�� North Substation � 2013 $50,966 $203,866
Locust Substation 7 2013 $50,966 $356,765
Spencer Interchange 8 2013 $50,966 $�07,732
New Northwest Switch Station 4 2014 $52,495 $209,982
Arco Substation 1 201� $52,�95 $52,�95
Hickory Substation 6 2015 $54,070 $324,422
Ne�� Soutfi�est Substarion � 2015 $5�,070 $216,281
Bonnie Brae Substation 5 2016 $55,692 $278,462
North Lakes Substation � 2016 $55,692 $222,770
Woodrow Substation 3 2016 $55,692 $167,077
Spencer S��itch Station 3 2016 $55,692 $167,077
New Loop 288 Substation 4 2017 $57,363 $229,453
Ne�� Mati�lull Substation � 2017 $57,363 $229,�53
Replacement Breaker 1 2017 $57,363 $57,363
`* Uiut cost is esrimated after the first y�ear b�� escalaring 3% per y�ear.
Escalation adds $209,698 to the total esrimated cost for fi��e ti�ears (�.66%).
Total f'or Five Years 90 $4,712,560
Table 1
OPTIONS
1. Recommend approval.
2. Not recommend approval and direct that other actions be taken.
RECOMMENDATION
DME recommends approval of a purchasing agreement that can be used for five years with
Siemens.
ESTIMATED SCHEDULE
Orders will be placed based on project schedules. It is anticipated that and initial purchase of 14
138kV circuit breakers immediately upon approval by the City Council.
AIS — PUB Agenda Item #4
October 22, 2012
Page 4 of 4
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
There has been no prior action related to this purchase; however, the proposed contract is
consistent with project information detailed in CIl' and budget presentations.
DATE SCHEDULED FOR COUNCIL APPROVAL
November 6, 2012
FISCAL INFORMATION
The cost of acquisition will be not-to-exceed $4,712,560.00 and will be funded out of amounts
budgeted for specific projects. All of the cost for circuit breakers will be in the transmission
category. These costs for transmission projects will ultimately be recovered through the Public
Utility Commission transmission cost of service program (TCOS).
BID INFORMATION
Texas law does not require this procurement to be competitively bid pursuant to the provisions of
Section 271.102(a) and (c) ["Cooperative Purchasing; Program Participation'].
DATE SCHEDULED FOR COUNCIL APPROVAL
November 6, 2012
EXHIBITS
1. Siemens Pricing Proposal for DME
Respectfully submitted,
..�".;�:.. � � � �` � . � _ ..
Phil Williams
General Manager
Denton Municipal Electric
Prepared by:
Chucic Sears
Engineering Division Manager
Denton Municipal Electric
i�m�
City of Denton
5 Year Blanket Contract
SF6 High Voltage Circuit Breakers
Siemens Proposal Number 12277-R-1 RevA
October 3, 2012
SF12386736
Siemens Energy, Inc. Joe Richardson
444 Hwy49 South Application Engineer HVCB
Richland, MS 39128 (601) 932-9921
www.ptd.siemens.com ioseqh.richardson@siemens.com
Dear Customer:
Siemens Energy, Inc. would like to sincerely thank you for the opportunity to provide a
Siemens Circuit Breaker proposal to you. Siemens SPS2 range of high voltage power
circuit breakers produced in our Jackson, MS facility have proven to be a successful global
product offering. Since the introduction of the SPS2 family in 1997 we have shipped over
25,000 units in various ratings. Our SPS2 portfolio includes:
• 15.5 kV to 72. 5 kV, 1200 to 3150 A, u p to 40 kA
• 123 kV to 170 kV, 1200 to 3150 A, up to 40 kA
• 123 kV to 170 kV, 1200 to 4000 A, 50163 kA
• 245 kV, 1200 to 4000 A, 40150 kA
• 245 kV, 1200 to 4000 A, 63 kA* *
• 362 kV, 1200 to 5000 A, 63kA
• 550kV, 2000A to 5000A, 63kA
No line to ground capacitors required for any unit except as noted
**Only 5,000 pF of capacitance required
The critical components of these products are standardized across our complete product
offering including: dead and live tank breakers, circuit switchers and GIS. The
commonality of parts across all voltage ranges enables customers to reduce cost,
minimize spare parts inventory and provides for a common platform for product training.
The SPS2 family of breakers uses state of the art "self extinguishing principal" interrupters
in all ratings. The FA-2 spring-spring mechanism is used for 15.5 kV to 170 kV, 40 kA
units; the FA-4 spring-spring mechanism is used for 121 kV to 245kV, 63kA units; and
lastly, the FA-5 spring-spring mechanism is used for 362KV and 550kV.
Siemens prides itself in providing the highest quality breakers in the industry while
maintaining flexibility to customize each unit to meet each customer's unique needs.
Some examples of our premium design include: all roller or ball bearings, all sealed
bearings, no lubrication needed in the field, no adjustments required in the field. Our
breakers have proven to be easier to put into service, require less maintenance and have a
lower total ownership cost over the life of the breaker than our competition.
Again, we thank you for the opportunity to provide this proposal and look forward to any
feedback or questions which you may have while reviewing our proposal.
Sincerely,
Joe Richardson
Application Engineer HVCB
Page 2 of 9
PROPOSAL
Siemens Energy, Inc. (Company) agrees to sell to Purchaser and Purchaser agrees to
purchase from Company the goods described below.
Item 1:
Item 2:
Item 3:
Item 4:
Material Code: COD 211
SPS2-145-40-3000-3PST
• 138kV nominal voltage
• 40kA maximum symmetrical interrupting capability
• 3150A maximum continuous current
• Capable of -30°C operation without tank heaters
• 131 inch creep porcelain bushings rated 650kV BIL @ 3300 feet ASL
• 3-cycle, 60Hz, spring-spring operated
• Frame mounted outdoor Circuit Breaker
• Bushing BCT's:
o Bushings 1-3-5: (6) 2000:5 MR C800 relay accuracy, RF 2.0
Bushings 2-4-6: (6) 2000:5 MR C800 relay accuracy, RF 2.0
Unit price is:
*(Please see Item 2 for a discount opportunity)
Price Deduction
$50,250.00 *
A price deduction of $768.00 will be provided per breaker if the above
referenced material code is referenced on City of Denton's purchase order.
This material code will be City of Denton's standard breaker and will be
identical to the attached drawings. Ordering instructions are provided in this
proposal for clarification. Deviation from the "standard breaker" will result in a
price increase.
Warranty
Siemens will offer a five (5) year warranty at no extra cost
($2,000.00 value per breaker)
Product Training
One day of breaker training per year will be provided at no additional costs.
($4500.00 value)
Item 5: Recommended Spare Parts List:
• 1 Y-Relay
• 1 Close Coil
• 1 Trip Coil
• Charging Motor
Page 3 of 9
$250.00
$250.00
$250.00
$750.00
Orderinq Instruetions
Orders shall be placed using material codes described above. If new material is required,
please contact Siemens Energy for an updated proposal and material code. Material codes
were developed using the following matrix.
Control Voltage
C�
Breaker � � CT Arran�ements
Breaker Ratinq
Electrical Requirements
Ratina O� tion 1 O� tion 2 O� tion 3
Rated Po��er Fre uencti� (Hz) 60 60 60
Rated Intei7u rina Time (Maximum Cti�cles) 3 3 3
Sti�stem Voltaae (kV ims, nominal) 69 138 138
Rated Maximum Voltaae (kV ims) 72.5 1�5 1�5
Basic Liahtiuna Im ulse Le��el (kV crest) 350 650 650
Rated Continuous Cui7ent(A rms sti�m) 3000 3000 3000
Maximum Sy�mmetrical Intei7upting Capability� (O-15s-CO-
3nun-CO Diin C� cle), (1LA) �0 �0 63
Breaker Control Voltaqe
Control Voltage Spring Motor, Control Circuits, and
O tion Rated Closing Coil, Trip Coil
1 125 V COD Standard Conhol Diaarams
2 �8 V COD Standard Conhol Diaarams
Breaker BCT Arranqement
Cui7ent Transformer
Ai7angement
O tion No. Ratio Quantin� and Location
1 2000:5A C800 RF2.0 2 ner buslun�
Page 4 of 9
Circuit breaker(s) will be equipped and furnished as follows:
Note: Breaker(s) will be similar to City of Denton PO 158022, Siemens SO 30107401-100.
Control and Operator Power Requirements:
Control supply voltage:
Spring charge motor supply voltage:
Accessory supply voltage:
Heater supply voltage:
Options Included:
• Fused knife switches
• Un-fused knife switch (Trip #2)
• 2-pole fuse block (acc circuit)
• One close coil
• Dual trip coils
• Control switch
• Locallremote selector switch
• Loss of voltage relays
• Position indicator lights
• Local Gas alarm indication lights
• Time delay relay
• 120 VAC 1 125 VDC throw-over
scheme on charging motor
• External manual trip device
• Thermostatically controlled cabinet
heaters
• Auxiliary switches with 10a and 9b
spare contacts for customer use
• GFI outlet inside control cabinet
• Cabinet light with switch
• Wire markers on control and CT
wiring.
125 VDC
120 VAC 1 125 VDC
120 VAC
240 VAC
Page 5 of 9
• Breaker frame mounted temperature
compensated density switch and
gauge
• Stainless steel nameplates according
to IEEEIANSI standards
• #14 AWG Type SIS control wiring
• #10 AWG Type AMW-TEW CT wiring
• NEMA type 3R control cabinet
painted ANSI 70 grey
• NEMA 4-hole un-plated aluminum
terminals
• Galvanized frame and leg assemblies
• Standard installation toolkit and
touch-up paint included
• SF6 fill gas included
• 1 Set of electronic AutoCAD approval
drawings
• 1 Set of electronic AutoCAD certified
drawings and 1 set shipped in
breaker
• 1 Instruction book in PDF format and
1 Instruction book shipped in breaker
COMMERCIAL TERMS
Siemens Energy, Inc. standard warranty and terms and conditions apply to sale.
Approval drawings (if req'd) will be transmitted 8-10 weeks after receipt of purchase order at
factory with all necessary technical information. Failure to return approval drawings within (1)
week after submittal may delay shipment. Expedited approval drawings can be provided with all
necessary technical information for a fee.
PRICE POLICY CLAUSE: Prices are firm for until December 31, 2013. For additional years
prices will remain firm provided that material costs do not vary by more than 3%. Material
escalation / de-escalation cost will be calculated based on �r��r��r�.�ls.c�c��� (for eSteel-AMM & Carbon
Steel-AMM), www.lme.uk.co (for Copper & Aluminum)
Cancellation Policy PCD Form No. CP-1J will apply to any contract arising from this proposal.
PAYMENT TERMS: Net 30 days cash — customer credit permitting
SHIPPING DATE: 18-20 weeks ARO (to be confirmed at time of order)
DELIVERY TERMS: Freight is included in the quoted price for shipments within the
contiguous 48 United States. Additional shipping charges may apply if
conditions do not permit Seller to utilize its standard delivery methods
to the requested delivery destination.
WARRANTY: The warranty period covers the equipment for sixty (60) months
after shipment.
OTHER TERMS:
This proposal will remain in effect until 12/31/2013 , unless changed in the interim upon written
notice from Company. Documents and related correspondence shall be sent to the Company's office or at:
This proposal is based upon the Company's interpretation of the plans and specification and is subject to
correction for errors. This document and any other documents specifically referred to as being a party
hereof constitutes the entire agreement on the subject matter, and it shall not be modified except in
writing signed by both parties.
This proposal is based upon the standard terms and conditions of sale attached. Company hereby objects
to any additional or different terms set forth in Purchaser's request for proposal, specification, purchase
order or any other document of Purchaser. Acceptance of additional or different terms must be specifically
assented to in writing to Company.
CANCELLATION POLICI�:
Cancellation of equipment for High Voltage circuit breakers will be subject to cancellation charges
based on the following policies: (all percentages refer to contract price)
1.) Cancellation will automatically result in:
• 10%charge for the engineering work on the breaker (Provided that work was accomplished).
• The customer will also be responsible for the cost of any non standard items that Siemens
purchased in advance to outfit the breaker per specifications.
2.) Further charqes depend on:
• Cancellation of items made to customer order that is scheduled for shipment in twelve (12)
months or less - A charge of five percent (5%) of the contract price will be made for each month
that the contract was held (from P.O. date until cancelation date).
• Orders that are scheduled to ship in less than thirty (30) days are non-cancelable.
Siemens Ener�, Inc.
Po�rer Tiansmission & Po�rer Distiibution Di�isions
Standard Teims and Conditions of Product Sales and Services (3/31/2010)
1. Applicable Terme. The�e tennS govem flie Sele ofgood"a e�xl SeivioeS (oolleotively,
"Pro�lnot,") by Sieme,nS �dheflier flieSe tennS ere 'violniled 'vi e propoSel, ofYer or e�i eooepte�ioe 65- Sieme,��, Snoh
propoSel, ofYer or eooepte�ioe i, ooncliflone�l on BnyetS eSSe�it to flie, e tennS. 'iliT eildiflonel, �lifferent or
oo»fliotuig tennS oonte'vied'vi BnT�etS reqneSt for propo:�al, Speoifioeflo�iS, pnrohe,e order or e�i� ofliera-ntte�i or
oral conumuucaflo�i fi�om BnTer sl�all �iot be buidv� vi aii�� �i�ay o�i Siemeau. Siemeais' failm�e to object to a�iy
Snoh eilcliflonel, �lifYere,nt or ooi�fliotuig tennS Slull not opeiate eS e n-eiver of flie�e tennS.
2. Pricing � Payment The prices for the Yrodncts sliall be�. (a) a, stated vi Siune�u' �n�oposal�, or, if�iaie a��e
State�l(b)Sie�ne�ti�,twiilerdprioeS'viefYectetflieflmeofrelea�eforSlupme�itorpe�fam�uioeofSe�vioeS. viflieeve�itof
a pnce vicrease oi �lecrease, flie price of Prodncts on oriler sl�all be a�l�nsted to reflect snch viciease or decrease.
Tlus does �wt applT- to a slupme�it held by reqnest of Bn� er. Prodnct, ahea�ly slupped are �iot ,,nbject to price
'viorea�e or deorea,e. Sieme,nS meT reqnire. et it, cliSOretro�i, e reaSO�uble a�id eppiopriete doa-�i pepme,nt prior to
oouuneno'v�g a-ork. UiSOOmit,. if e�iv, ere e� Speoified on flie leteSt �GSOOmit Sheet, iSSned from flme to flme. CeSh
cliSOOmits ere not epplioeble to noteS or hade aooepte�ioe�, to prepeid ha�iSportaflon olurgeS a'he,n edded to
Sieme�u' vrooice, or to discotmtable items if fliere are miilispnted pa,t dne items o�i flie accotmt ('ash discomits
sl�all o�ilp be allo�i�ed o�i fl�at portio�i of flie urooice paid �ciflwi flie �iormal discotmt period.
(a) Pa�nre�rt- Uiiless oflieizi�i,e stated, all paT�neaits shall be �iet fluit� (�I I) day3 fi�om flie date of vrooice payable
vi U�uted SteteS Uo11eiS.
(b) �'r�edit3yyr�oral - r111 ordei, are snbject to credit appio�°al by Siemeau. The amotmt of cre�t or teams ofpayme�it
meybe olumged oi oie�Gta-ithcLanai by Sieme�a et e�ivtune foi e�iT-reaso�ia-ithont edva�ioe�iofloe. Sieme,nS mey.'vi its
cliSOietio�i, a-ifldiold fiuther me�mfeohue, peifonne�ioe oi ,lupme,nt, ieqnire immecliete oeSh pe��ne,nts for peSt e�id
fi�hue �lupme,nts orpeifonne�ioe, orreqniie oflier SeomiKSeflSfaotoi�-to Sieme,�� before fiutherme�mfeohue,
performa�ice or slupment is made�, a�id maT, if slupmeait has beeai ma�le, recover flie Prodncts fi�om flie carrier,
pen�luig receipt of -.nch assm�a�ices.
(c) brsta77nre�rtSlrifmre�rt- If flie,e terms reqnn�e or anflioiize delivery of Prodnct, ui sepaiate lots, slupmeaits or
uule�toneS to be ,epeiately eooepted by BnS ei. Bnger meT o�ilp refi�ae Snoh poition of e lot, Slupme,nt or uuleStone
fliet fai1S to oompl5 n-ifli flie reqtureme,nts of flieSe tenn, BnT-er me� not refi�Se to ieoeive a�iy lot or poition of
heremider for feilnre of e�iv other lot orpoition of e lot to be ilelivered or to oomplT n-ifli flieSe tennS, mileSS Snoh
right of refi�sal ia etipie,sly pio�°ided for on flie face heieof Bn��e�� sliall pay for each lot'vi accoida�ice �i-ifli the teams
hereo£ Yepme,nt Sliall be mede far the Yrodnot, a-ithont regaiil to a-hethe� Big er1uS me�le oruuymelce a�i�-'v�pecflon of
the Yiodncts. Yralncts held for BnT-e�� are at Bin ei s sole risk a�id e.kpe�ue.
(d) Tmes, Slriyying, Paclang Hmrdling - E.kcept to the etite�it e.kpresalT ,tated m thetie tu�ms, Siune�u' �n�ices do�wt
'violn�le a�iv freight. ,toiage, 'viSma�ioe, ta_ke . eti�iSeS, fee,. dnfleS or othergovevune�it oluigeS releted to the Yrodnot, e�id
Bnpu sliall �mv snch a�nomits oi ieunbtuse Siune�u for a�i�� a�nomits Siune�u pay3. If Bn� e�� claims a ta_k or othe��
e.ke�nphoii ordirectpepme�itpeuiut, it Sliall pio�ide Sie�ne��,, a-ith e velid e.keurpflai oe�tifioete orpe�uut e�id'vide�mufv,
defe�id e�id hold Sie�ne�� liaruile» finm e�iv ta.tie., oosts e�iil pe�ialfleS erisu�g ont ofSUne. Sieme,nS' prioeS 'violnde flie
ooSt, ofits Ste�ideiil domeSflo peol.'v�g o�il5 ?�iv devietro�i from fluS ite�iderd peoldng (domeSflo or e.k-port),
'violniti�ig U. S. Go�enunent Sealed peold�ig. �hell reStilt'vi e.k-ha oheigeS. To detenn'vie Snoh e.titre oluigeS, oo��tilt
Siemeai�' sales ofhce,. :1�ip a�iil all vicreaae., cha��es, a�ljnshneaits oi ,m�chaigea (uiclndv�, �cifliont linutaflo�i,
fi�el ,mroluigeS) mluoh mey be 'vi oomieoflon a-ifli flie fieight oheige,, reteS or ola»ifioeflon'violnded eS pert of
flieSe tennS, Shell be for flie Bns�er'S e000mit.
(e) Pi�rmrce C7rar�oe - Bnyer agiees to pay FINr1NCE CHr1RGES o�i flie mipaid bala�ice of all o�°erdne vrooices,
IeSS e�ry epplioeble pepme,nts e�xl oiediY', from flie dete eaoh'vivoioe iS dne a�id pevable et e�i �1NNU�1L
YERCENT�IGE R-1TE of EIGHTEEN YERCENT (18° b), or flie lugheSt epplioeble a�id lea-fiil rete on Snoh
mipaid bala�ice, �i�luchever is lo�i�er.
(� Disyi�ted brooice - vi flie eve�it BnT e�� �tispntes a�ry poitio�i or all of a�i urooice, it aliall iioflfy Siune��,, vi�i-ritu� of
the unotmt vi �tispnte a�id the rea,ai for its �ti,agreeme�it�i�itlwi hi�e�ity-aie (21) day3 of receipt of the vrooice. The
mutispnted poitio�i sl�all be paiil �i�he�i dne, a�id FINr1NCE CHr1RGE oii a�iT�mipaid poitio�i sl�all accme, finm flie date
dne mitil flie date of payme�it, to the e.k-te�it fl�at snch amomrts a��e fuiallT �leternti�ied to be payable to Siuneau.
(g) �: ollecn'on—i rpon BnyePS defanit of flie,e tenns, Siemeau map, m ad�tiflon to a�ry oflier iights or reme�ties at
contract or la�i�, snbject to a�i� cnre right of Bn�-er, declaie flie eaiflre bala�ice of Bn�-er's accotmt inunediately dne
a�id payable or foieclose a�ip,ecmih-viterest vi Yrodnctn �lelivered. If a�iy mipaid bala�ice is referred for
collectro�i, Bnyei agrees to pa� Siemeau, to flie e.k-teait peinutted by la�c, reaso»able attomey fee, ui addiflon to all
damages oflieizi�ise available, �cheflier ornot liflgaflon is commeaiced or prosecnted to fu�al jndgmeait, pins a�iy
comt costs or e.k-pe�i,es vicmze�l by Siemeati , a�id a�iy FINr1NCE CHr1RGES accined o�i a�iy mipaid bala�ice o�i�ed
b} Bu}zi.
(h) �<<syensarnr/Ternrinan'onRiglrt- Sieme�i, ieseives flie right to snspeaid �i'oiic if Bn�-eris o�°ei flmty (30) day3
late vi paymeait of a�i midispnteil vrooice. Siemeau reseic°es flie right to ternti�iate flie order if BnT er is ovei ,ik-ty
(60) �laTS late vi paymeait of a�i miilispnted vrooice.
3. Delivery; Title; Risl. of Loee. Prodnct sl�all be delivereil F.O. B. Siemeais pomt of slupmeait �i�ifli fltle
to flie Prodnct an�l risk of loss or damage for flie Prodn�t passvig to BnT�er at fl�at pomt Bnver sl�all be respo�isible
for all 7a�uportatron, vismance a�id related eti-peaises vicln�lu� a�ry a»ociated take,, ilnfles or docmneaitaflon.
Sieme�is map make paitial slupmeaits. Sluppuig dates are appro�mate oiily a�id Sieme�u sl�all �iot be liable for a�iy
loss or e.k-pe�ue (co�ueqneaiflal oi oflieizi�ise) uicmz�ed b� Bnyer or Bn�er's cnstomeis if Siemeau fails to meet flie
specifie�l delivei�� schednle.
4. Deferment and Cancella[ion. BnT�e�� sliall l�ave �io deferme�it rights a�xl Bn��e�� sliall Ue liaUle for
o�uioelleflon oluuge,.a-luoh �lull uiolnde a-ifliont luiutaflo�u (a) pepme�it of flie fiill prodnotprioe for e�i5� fuuShed Ymdnot
ora-oil,S'vi prog�z,S; @) pepme�it fariaa- uutuiel, oidered pm�l�e�rt to e frnn pmcluSe oiile�; e�id (o) ,noh other direct
cost, uicmred Uy Siune�u as a restilt of snch ca�icellation
5. Force iliajeure/ Delaye. If Siemeais snftei, �lelay vi pe�-forma�ice dne to a�ry can,e be��o�id its
reaSO�uble oo�itrol.'violnd'v�g mifliont liuuteflo�i eots of C o�l. 5trikeS.lebor Shortege oi �tiShube�ioe, fire, eooide,nt,
�i�ar oi civil dishu�ba�ice, delaT, of carrieis, failnre of nonnal som�ces of snpply, or acts of govenuneait, flie flme of
peifonne�ioe Slull be e.k-te,nded e penod of flme eqnel to the period of flie ilelay e�xl its oonSeqne,noeS. Sieme,��
a-i11 give to Bnyei nofloe a-iflu�i a reaSO�uble flme efter Sieme,�� beoomeS ea-ere of e�iy Snoh deleT-. Sieme,nS Shell
be e�itrtled to reimbm�semeait of ach�al cost, �I�rectly ath�ibntable to flie force majem�e eveait r1 force majem�e eveait
leStu�g greater fluui Sik (6) monfl� Slull e,nflfle eiflierpeit�� to tenn'vute flie egreeme,nt.
6. Buyer'e Requiremente. TimelT� performa�ice by Sieme�u is co�ituigeait npo�i Bn�ei's snpplyi�� to
Sieme�� all reqnued teoluuoal 'v�fonneflon e�id dete, 'violmlmg dre�-'v�g epprovela, e�id all reqmred oouuneroiel
docnmeaitaflon. Siemeau shall be eaifltled to a cha��e oi�ler mider Secflon 11 of fliese tenns foi a�iT� delav cansed
by tliz Bu} zi, it, conh�ctoi,. ,uwz„oi, oi �„ign,.
7. Limited�Narran[�. (a) LinritedProdi�ctib'mrmrh�Statenrents-ForeachProdnctpnrcl�asedfi�om
Siemeais or a�i anthoiized reseller, Siemeais makes flie follo�cv� liimteil �i�arra�ifle,�. (i) flie Proilnct is fi�ee fi�om
defect, vi material a�id �i�orinna��,,lup, (ii) flie Yrodnct materiallp conforms to Siemeai'a' specificaflo�is fl�at are
etteohed to, or e.h-pre�,l�-'viooipoiate�l b�-rePerz�ioe 'vito, flie,e teim;�, (iii) et flie tlme oP �leli�eig, Sieme�� heo tlfle
to flie Prodnct free a�id clear of lieais a�id eaicmnbiances�, a�iil (iv) for profe»io»al sei�c°ices perfonne�l by Siemeais
heremider, Siemeais �carra�its flie ,ei�°ices �i'ill Ue peifonned 'vi accorda�ice �i�ifli geaierally accepte�l piofessio»al
sta�idard'a (collecflvel��, flie "Linute�l R'ana�ifles"). The Limiteil Wana�itres set forth heieui does �iot apply to a�iy
soft�i�are fiuiushed UT� Siemeau. If ,oft�i�are is fium,hed Uy Siemeau, flieai flie attached Soft�i�are Lice�ue
rlddeaidmn shall apply.
(b) Crnrdin'o�rs to tlreLinrited ib'mrmrn'es - The Lmuted Waiia�ifles are coiiiliflo�ied on (i) Bnyer storu�,
vutallvig operatu� a�xl mavitavti�ig flie Prodnct vi accorda�ice �i�ifli Siemeai'a' vuh��ctroii,; (ii) �io repaiis,
modificatio�is or alteiatro�u bev� made to flie Prodnct ofliei flu�i by Sieme�u or its anfliorized repie,eaitaflves�,
(iii) nsv� flie Prodnct �ciflti�i a�ip coiiitiflo�is or vi complia�ice �cifli a�ry paiameteis set forth vi specificaflo�is fl�at
ere etteohed tq or e.k-pie»15-'vioorpoieteil bg referz�ioe 'vitq flie,e tennS; (i�) Bn�er c}i�oontum'v�g nSe of flie
Prodnot effer it heS, or Shotild luve hed, l�ioa-leilge of e�iy ilefeot'vi flie Yrodnot, (v) Bn� erprovid'vig prompt
a-ritte,n �iodoe of e�iymena�ity olaun, a-iflu�i flie meiianty peiio�l deSOnbed beloa-�, (vi) et Sieme,�� �I�SOredo�i,
Bnyer eiflier removuig a�xl sluppv� flie Prodnct or �io�rconfornti�� part fliereof to Siemeais, at Bn� er's e.k-peaise,
or Bnpei gia�ituig Siemeau a�cess to flie Prodn�ts at all reaso»able flmes a�id locaflo�i, to a»ess flie �cana�ity
claims; and (vii) Bnyernot beuig vi defatilt of a�ro payme�it obligaflon to Sieme�u im�lei fliese tenns.
(c) E�-cli�sirnrs fr�onr Linrited ib'mrmrh� C`m•er�age - The Liimte�l Wana�ifles specificall�� e.kclnde a�ro eqnipmeait
comprisvig part of flie Prodnct fliat is �iot ma�mfachued bp Siemeau or�iot bearuig its �iameplate. To the e.kteait
pernutte�l, Siemeau heibT ��si�is a�i�� �i'arra�ifles made to Siemeais for snch eqtupmeait Siemeau shall l�ave no
liebility to Bn�-ermider e�iy legel flieoiy for Snoh eqtupme,nt oi e�iv relete�l eSSig�une,nt ofa-erre�ideS.
dilc}ido�ie115. e�ig Proilnot flut iS �le,oiibed eS beuig e.k-penme,ntel, developme�itel, prototype, orpilot iS
Speoifioa115� e.kolnded from flie L'umte�l �dena�ifieS e�id pro�i�led to Bnyei e, iS" a'ifluio a-ena�ide, of e�iv 1.'vid.
r11so e.kclnded fi�om flie Limited R aira�ifles are �iormal �i�eai a�xl tear item, vicln�ti�ig a�iy e.kpeaidable items fliat
oompnSe pert of flie Yrodnot, Snoh � fi�SeS, light btilbS end lempS.
(d) Linrited ib'mrmrh�Period - BnT-er sl�all l�a�°e hi�elve (L) monflis from vuflal opeiaflon of flie Prodnct or
eightee,n (18) monfl� from Slupme�it, a-luohever 000mS fiiSt (or'vi flie oa�e of Seivioe,. hj-elve (12) monfl� from
flie compleflo�i of sei�°ices), to pro�°ide Siemeau �i�ifli prompt. �i�ritteai �ioflce of a�iy claims of breach of flie Linuted
�dena�ihe�. Contumed nSe orpos,eS'aion of flie Prodnot efter e.k-piiadon of flie a-ena�ih period "alull be oonoln'aive
evide,noe flut flie Liimteil �dena�iheS luve bee,n fiilfilled to flie fiill Sed"afaodon of Bnser, mileSS Bns-erheS
previon,l� provided Sieme�u �i�ifli �ioflce of a breach of flie Lnmted Waiia�ifles.
(e) Renr.di as for�Br�eaclr ofLinrited ib'arra�rh� BnT-ets sole a�id e.kclnsi�°e iemedies foi a�iybreach of flie Linuted
Wana�itre, are linuteil to Sieme�u' choice of repair or replaceme�it of flie Prodnct, or non-confonnv� parts
fliereof, re-performa�ice of flie seic°ices, or refiuid of all or part of flie pmcl�ase price. The �i�ana�ih oii repaired or
replaced parts of flie Prodnct or re performed aeivices shall be linuted to the remavider of flie origuial �i�arra�ity
period. i hiless oflieizcise agreed to ui �crituig UT Siemeais, (i) Bn��er sl�all be respo�isible for a�ry laboi ieqnired to
ge'vi eooeSS to flie Prodnot So flut Sieme,nS oe�i a»e5S the a�eileble reme�lie� e�id (u) Bn5 era-ill be ieSpo�i'aible for
provi�ti�ig Siemeau �i�ifli �i�orld�ig access to flie Yiodncts, viclnilv� flie remo� al, disas,embly, replacemeait or
reuiStalledo�i of e�ry eqtupme,nt, meterielS or Sh��oh�reS to flie e.kte,nt�ieoe»ery to pemut Sieme,nS to peifonn its
�i�arra�ih obligaflo�u, or ha�uportaflo�i costs to a�id fi�om flie Siemeau factoii� or repaii facility, or for damage to
eqtupmeait componeait, or parts re,tilti�ig'vi �i�hole or'vi part fi�om unproper ma'viteaia�ice or opeiation or from flieir
ileterioiateil co�idiflo�i. r111 e.kclu�iged Prodncts replaced im�ler flus Limite�l Wana�ih`�i'ill become flie property of
Siemeau.
(� Tr�mrsfer�abilih� - The Linuted R aiia�ifles shall be ha�isfeiable dm�u�e the �i�ana�ih� period to flie uuflal eaid-
nSer of flie Yrodnot.
THE LIMITEU Vv:-1RR-INTIES SET FORTH IN THIS SECTION � r1RE SIEMENS' SOLE r1NU EXCLUSI�'E
Wr1RR-1NTIES r1NU r1RE SUBJECT TO THE LIMITS OF LI.-IBILITF SET FORTH IN SECTION 8 BELOW.
SIEMENS Mr1ItES NO OTHER Vv:-1RRr1NTIES, EXYRESS OR IMYLIEU, INCLUUING, WITHOUT
LIMITr1TION, Vv:-1RR-INTIES OF MERCHr1NTr1BILIT�" OR FITNESS FOR r1 Yr1RTICULr1R YURYOSE,
COURSE OF UEr1LING r1NU USr1GE OF TRr1UE.
8. LID3ITATION OF LIABILITI'. NEITHER SIEMENS, NOR ITS SUYYLIERS, SHr1LL BE
LI.-IBLE, WHETHER IN CONTRdCT, Vv:-1RRr1NT�", Fr1ILURE OF r1 REMEU�" TO r1CHIE�'E ITS
INTENUEU OR ESSENTI.-1L YURYOSES, TORT (INCLUUING NEGLIGENCE), STffiCT LI.-IBILIT�",
INUEMNIT�" OR r1N�" OTHER LEGr1L THEOR�", FOR LUSS OF USE, RE�'ENUE, Sr1�'INGS OR YROFIT,
OR FOR C]OSTS OF Cr1YITr1L OR OF SUBSTITUTE USE OR YERFORMr1NCE, OR FOR INUIRECT,
SYECI.-1L, LIQUIUr1TEU, YUNITI�'E, EXEMYLr1R�", COLLr1TERr1L, INCIUENTr1L OR
CONSEQUENTI.-1L Ur1Mr1GES, OR FOR r1N�" OTHER LOSS OR COST OF r1 SIMILr1R T�"YE, OR FOR
CLr1IMS B�" BU�"ER ITS SUCCESSORS OR r1SSIGNS FOR Ur1Mr1GES OF BU�"ER'S CUSTOMERS.
SIEMENS' Mr1XIMUM LI.-IBILIT�" UNUER THIS CONTRr1CT SHr1LL BE THE r1CTUr1L YURCHr1SE
YffiCE RECEI�'EU B�" SIEMENS FOR THE YRODUCT r1T ISSUE OR ONE MILLION UOLLr1RS,
WHICHE�'ER IS LESS. BU�"ER r1GREES THr1T THE EXCLUSIONS r1NU LIMITr1TIONS SET FORTH IN
THIS SECTION 8 r1RE SEYr1Rr1TE r1NU INUEYENUENT FROM r1N�" REMEUIES WHICH BU�"ER Mr1�"
Hr1�'E HEREUNUER r1NU SHr1LL BE GI�'EN FULL FORCE r1NU EFFECT WHETHER OR NOT r1N�" OR
r1LL SUCH REMEUIES SHr1LL BE UEEMEU TO Hr1�'E Fr1ILEU OF THEIR ESSENTI.-1L YURYOSE.
THESE LIMITr1TIONS OF LI.-IBILIT�" r1RE EFFECTI�'E E�'EN IF SIEMENS Hr1S BEEN r1U�'ISEU B�"
BU�"ER OF THE YOSSIBILIT�" OF SUCH Ur1Mr1GES. SIEMENS LI.-IBILIT�" WITH REGr1RU TO THIS
r1GREEMENT SHr1LL CEr1SE UYON THE EXYIRr1TION OF THE LIMITEU Vv:-1RRr1NT�" YERIOU.
9. PATENT AND COPYRIGHT INFRINGED3ENT. Sieme��,, a-i11, et its oa-�i e.k-pe,�ti e, defe,nd or et
its opfloii ,ettle a�iy snit or procee�lu� bronght agauut Bnvei vi so far as it is based o�i a�i allegaflo�i fliat a�ry
Prodnot (uiolnd'vig perts fliereo�, or nSe fliereof foi its 'vite,niled ptupoSe. oo�iSdh�teS e�i'v��geme,nt of e�ry
U�uted States pateait oi copyright, if Siemeais i, promptly pio�°ided �ioflce a�id give�i anflioiity, viformaflo�i, a�id
�ssista�ice vi a flmelT ma�uier for flie defeaise of ,aiil stut or piocee�ti�ig. Siemeais �i'ill pa�� flie dam�ges a�id costs
a�i�arded m anT� stut oi procee�ti�ig ,o defe�ided Sieme�u �i�ill not be respo�uible for a�i�- settlement of snch snit or
procee�tuig made �i�ifliont its prior �critteai conseait vi case flie Prodnct, oi a�ry part thereof, as a re,nit of a�ry snit
or procee�lv� so defe�xleil is held to co�isflh�te vifi�uigemeait oi its nse bT Bn� er is eai�ouied, Sieme�i, �cill, at its
opdon e�xl its oa-n e�kpe��e, eiflier. (a) prootue foi Bnyer flie right to oo�itume n'auig , eid Prodnot, (b) replaoe it
a-ifli Snb,te�idelly eqnivele,nt�io�ruifiviguig Piodnot, or (o) mo�tify flie Yiodnot So it beoomeS �io�i u�fru�g'v�g.
Siemeais �i'ill l�ave no �Inty or obligaflon to Bnyei miiler flus Secflon 9 to flie e.ktent fliat flie Prodnct is
(a) snpplied accor�ti�ig to Bnvets �le,ig�i or vistr��cflo�is �i'hereui complia�ice fliere�i�ifli has cansed Siemeau to
deviate fiom its �iormal comse of performa�ice, (b) modifie�l b� Bnyer oi its co�ihactoi, afrer deli�°eiy, or (c)
combvie�l bT� Bnver or its co�ih�actoi, �i�ifli devices, mefliod .,� stems or pio�esses �iot fiuiushed heiemider a�id by
reaso�i of ,ai�l ilesig�i, vish��cflo�i, modificaflo�i, or combviatroii a snit is bronght agaLti t Bnyer. vi a�liliflo�i, if by
reaso�i of ,nch desi�i, uish��cflo�i, modificaflo�i or combv�aflo�i, a stut oi procee�ti�ig is bronght agauist Siemeais,
BnT�er shall protect Siemeau vi flie same ma�uier a�id to flie same e.k-teait fliat Sieme�u l�as agreed to protect Bnyer
mider flie piovisio�u of flu,, Secflon 9.
THIS SECTION 9 IS r1N EXCLUSI�'E STr1TEMENT OF r1LL THE UUTIES OF THE Yr1RTIES RELr1TING
TO Yr1TENTS r1NU COYFRIGHTS, r1NU UIRECT OR CONTRIBUTORF Yr1TENT OR COYFRIGHT r1NU
OF r1LL THE REMEUIES OF BUFER RELr1TING TO r1NF CLr1IMS. SUITS. OR YROCEEUINGS
IN40L4ING Y�ITENTS �1NU COYFBIGHTS.
10. Comptiance with Lawe. Bntier agrees to complv�i�ifli all applicable la�cs a�id rey��laflo�is relatu� to
flie pmcl�ase, resale, e.k-portafloii, tr�a�ufer, �,si�uneait, �tisposal or nse of the good'a.
11. Cl��nges in W orl. Sieme�iS Shell �iot impleme�it e�ry ohe��geS 'vi flie Soope of�-odc tuileSS Bnyer e�id
Sieme�is agree 'vi�critu� to flie details of flie cha��e a�xl a�iT resnitu� price, schedtile or oflier co�ihach�al
moclifioeflo�iS. '�ro oluuige to e�iy lea-, nile, regi�leflo�i. oiiler, oode. ,te�iderd orreqnireme,ntmluoh reqtureS e�iy
ohe��ge heremider Shell e,nflfle Sieme,nS to e�i eqtuteble e�l nShne,nt'vi flie pnoeS e�xl e�iy time ofpeifonne�ioe.
flme directl� oi mdirectl�-be nsed, etiported, sol�l, ha�isferre�l assi�ied oi oflieizi�ise �lisposed of m a ma�mer
�i�luch�i�ill restilt vi non-complia�ice �i�ifli snch applicable e.k-port la�i�s a�iil rey�ilaflons. It sl�all be a condiflon of
flie contumv� perfoima�ice by Siemeau of its obligaflo�is heiemider fl�at complia�ice �cifli snch ekport la�i�s a�id
regtilafloiu be mavitamed at all flmes. BUFER r1GREES TO INUEMNIFF, UEFENU r1NU HOLU SIEMENS
Hr1RMLESS FROM r1N�" r1NU r1LL COSTS. LI.-IBILITIES. YENr1LTIES. Sr1NCTIONS r1NU FINES
RELr1TEU TO NON-COMYLI.-INCE WITH r1YYLICr1BLE EXYORT Lr1WS r1NU REGULr1TIONS.
18. Nuclear. BnT er repre,e�its a�id �i�arra�its fl�at flie good'a coveie�l b�� flus agreemeait sl�all not be nsed m
or vi comiection �i�ifli a nnclear facility or application. If Bn� er is m�aUle to make snch represeaitation a�id
�i�arra�ih, flieai Bnyer agrees to vxlenuufy a�id hold harniles, Siemeau a�iil to �i�aive a�xl ieqture its uum�eis to
�i�aive all right of reco�°eii� aga'vist Siemeais foi a�ro dunage, lo �s, desh��ctron, uijmy oi deafli resnituig from a
`7mcleai uicideaiP', a fl�at term is �lefuied vi flie rltomic E�ieigy rlct of 19�4, as ameaxled, �i�heflier or�iot dne to
Sizmzn,', nzgligzncz.
12. Non-waiverofDefaulkEachslupme�itmadehuemide��sliallbeco�nide�edasepa�atehaivacflai.vithe
eve�it of a�rydefatilt bT Bnye��, Siune�u maydeclvie to malce fiuther slupme�its. If Siune�u elects to contume to n�ake 19. Aebestoe - Fedeial La�c ieqtures fliat bnil�ti�ig oi facility o�i�nei, iileaiflfy flie preseaice, locaflon a�id
slupme�its,Siune�ti'acflo�usliall�wtcauflh�tea�i�aive��ofa�rydefatiltb�Bn�e��orvia�i���i�ayaffectSiune�u'legal qna�ifltyofaibestoscontavti�igmaterials(hereuiafter"r1CnI)at�i�oiicsite,.Siemeauis�iotliceauedtoabate
rune�l�e, for a�ipsnch defatilt :1ii���i�aive�� of Siune�u to reqim�e sh�ict conrplia�ice �i-ith the provisiau of flus co�ihact sliall r1CM. rlccoi�lu�ly, prior to (a) conune�icemeait of�i�oiic at a�i� site mider a specific Ru�cl�ase Order, or (b) a
be vi�criti�� a�id a�ry failmr of Siemea� to reqimr snch shict complia�ice sliall �wtbe deuned a�i�aivu� of Siune�u' right to cha��e vi flie �i�oiic scope of a�ry Ru�cl�ase Ordei. Bn�-er�i�ill ceitify fl�at flie �i�oiic area associated �cifli Siemeais'
vuist t�on shict complia�ice the��eaffer. scope of�coiic mider ,aid Ym�cl�ase ( hiler, Clu�ige Order, or eiflier of fliem, is fi�ee of r1CM.
13. Final �Nritten Agreement D3odifica[ion of Terme. The,e tenns, togeflier�i�ifli a�ry qnotaflon, 20. Confiden[iatily. (a) Umu� flie tenn of flus rlgreemeait a�id fliereafrer, BnT er shall h�eat as confideaiflal
pnrcha,e order or aclaio�i�le�emeait issne�l oi si�ied bT� Siemeau, comprise flie complete a�id ekclnsive agreemeait all vifonnaflon obtavie�l b� lunUlier for a�id fi�om Siemeau a�id all v�fonnaflon compiled or geaieiate�l b� lumflier
behi�eeai flie paitres (flie `.-lgreemeaiP') a�id ,npeisede a�iT- terms contauied vi Bn�ePS docmneait , miless sepaiately mider flus rlgreemeait for Siemeai, uicln�ti�ig bnt �wt linute�l to, bnsuiess v�formaflo�i, ma�mfachu�u� v�formaflo�i,
si�ie�l by Siemeai,. These teim, may o�il� be modified b�� a�i�ritteai ui,h�uneait si�ied by anfliorized tecluucal �lata, dia�i�vigs, flo�i� charts, program li ti�igs, sofhcare code, a�id oflier sofhcare, pla�u a�iil projecflons.
represeaitaflves of bofli paities. BnT�er shall �wt disclo,e or refer to flie �i�oiic to be performe�l miiler flus dgreemeait vi a�i�� ma�uier �i�luch �i�otild
i�lenflfy Siemeau �i�ifliont flie adva�ice �i�ritteai peimission of Siemeau.
14. Aseignu�enk Neither pa�tymaT �ssi�i the rlgreeme�it, vi�i�hole orvi put, noi a�ivrights or obligaflo�u
heremide���i-ithont flie prior�i-ritteai co�ue�it of the othei; pio�°ided ho�i�e�°e�� fl�at Siune��, n�aT� assigiitn iights a�id (b) Noflw�, ho�i�evei, ui flus rlgreemeait sl�all obligate Bn� er to h�eat as co�ifideaiflal a�ry viformatroii �i�luch�. (i) is
obligaho�u mider these teams to its aff`iliates a�iil Siune�u ma�-gaiit a secmih uiterest vi the rlg�eeme�rt a�xLbr assi�i or becomes geaieially l�io�i�n to flie pnblic, �i�ifliont flie fatilt of flie Bnyei, (n) is disclo,eil to Bnyer, �i�ifliont
proceed'a of the rlgreemeait�i-ithont BnT�er's co�ue�it obligaflon of confideaitralih-, by a flmil party l�a�°u� flie right to make snch ilisclosm�e, (ni) �i�as pre�°ionslv laio�i�n
to Bnper, �i�ifliont obligaflo�i of coiifi�le�itrality, �i�luch fact ca�i be demo�ti trated by mea�is of docmnents �i'luch are
15. Applicable Law and Juriedic[ion. These terms is govemed a�id co�uh��ed vi accoida�ice �i�ifli flie vi flie po»essio�i of Bnyer npo�i flie date of flus rlgreemeaiL oi (iv) is reqnued to be di,clo,ed by la�i�, e.kcept to
la�i�s of flie State of Uela�i�are. �cifliont regaid to its conflict of la�i�s pruiciples. The applicaflon of flie U�uted flie e.ktent eligible foi special h�eahneait mider a�i appropriate protecflve oi�ler, provide�l fliat Bnper sl�all promptly
Naflo�u Co�roeaiflo�i on Co�ihacts for flie viternaflo»al Sale of Good, is e.kclnded. BUFER Wr1I� ES r1LL advise Siemeais of a�i� reqniremeait to make snch ilisclosm�e to allo�i� Sieme�u flie oppoihuuty to obtavi a
RIGHTS TO r1 NRF TRI.-1L IN r1NF r1CTION OR YROCEEUING RELr1TEU IN r1NF Wr1F TO THESE TERMS. protecfl�°e order a�id �,ist Sieme�i, ui so dov�.
16. Severabitily. If a�iT-�n�ovisiai of the,e teann i, held to be vi�°alid, illegal or mie��forceable, the validity,
legalin-e�id e��faroeabilitv of flie ie�nei�ting pro�i,io�n a-W �wt m e�ry�-e�-be efYeoted oi uupeur�d e�ul ,noh provi'aiona-ill
be dee�ned to be re,tated to refleot the origuial 'vitrriflo�� of the pe�tieS eS iie�ulT-a� poSSible 'vi a000ide�ioe �-ith epplioeble
1�« .
17. E�oM Con[roL Bnper acl�io�i�le�es fl�at Sieme�u is reqnn�ed to complv�i�ifli applicable e.k-port la�i�s
a�id rey�ilaflo�u relatu� to flie sale, e.k-portatron, h�a�ufei assi�une�it, disposal a�id nsage of flie good'a provided
midei flus agreeme�it, viclndv�e a�ry e-k-port liceaise reqturemeaits. BnT er agrees fliat snch good'a sl�all �iot at a�ry
(c) It is Siemeais' policynot to mila�cfi�lly or impiopeiiy receive or nse confideaiflal vifonnaflon, viclnituig h�ade
secrets, belo�guig to oflieis. Tlus policy preclmles Siemeau fi�om obtavwig. �lirectly oi m�Grectly fi�om any
employee. Bn5-er, or ofliei uidividnel ie,nderuig �eivioeS to Sieme,�� oonfiile,ndel 'vifonnedo�i of e piior employer,
olie,nt oi e�ry oflier pei,on a-luoh Snoh employee. BnT�er, orLxGvidnel iS mider e�i obligeflon not to �IiSOIoSe. The
Buyzi �grzz, to �biilz by tlu, policy.
SOFT�i"AR� LICENSE / �i"ARRAN'I'Y ADDENDiIl�f -
SIEN�NS ENERGY, INC. ("SIENfENS") PO�i"ER TRANSNIISSION � PO�i"ER DISTRIBUTION DI�'ISIONS
This Addendum applies to software furnished bv Siemens and replaces the Limited �i"arranty provisions of Siemens' Standard Terms and Conditions of Product Sale and Se�vices.
All other terms and conditions contained in Siemens' Standard Terms and Conditions of Product Sale and Se�vices are unaffected bv this Addendum.
1. Software License, �t"arranty, Feea (a) Siemen, herebj� grants to Buver�. a non-exclusi�-e, non-trai�ferable right to use the computer sofh��u�e program licensed under this
Contract m machme-readable, object code form and anj� modiiicatioi� made bv Siemei� thereto ( Soih��are"), but onlv m coimection ���ith the coi�Yigtu�ation oi the goods and operatm�. sS�stem for
���hich the Soihti�are is ordered and for the end-use j�urpose stated m the related Siemei� operatii�e documentat�on. BuS�er agrees that neither it noi anv thn�d parri� shall modih�, re�-er�e engineer,
decompile or reproduce the Sofh��are, ���ithout Siemeil '� prior �ti�ritten coi�ent, except for maldi�e a smgle copj� for baclag� or archi�-a1 j�urposes m accordance �ti�ith the related Siemei� operatmg
doctuuentation, and pro�-ided that Siemei�'s coniidential and ixoprietai�� legend is included. Except to the extent that the parhes othen��ise agree ui �ti�ritii�e. Buver's licei�e to use the copj� oi
such Soih��are �hall termmate upon breach of this licei�e or the Conh�act bj� BuS�er, includmg. ���ithout limitation, breach oi paSauent or coi�Yidentralih� obligations. All copies oi the Soih��are are
the jxopertj� oi Siemens, and all copies for ���lnch the licei�e i,, termmated shall be rettu�ned to Siemens promptlj� aiter termination.
(b) S'iemerrsmcn cmtlrorise Bzmer (snelr as a S'ieme�rs dish�ibntor or origirral egz�iymerrtmcarrnfaet�m�er) to h�arrster tlris sofhrm�e lieerrse arrd �rm�rm�h� to a tlrird ym�h� (`S'ieme�rs-m�tlrorised
h�arnJeree "). S'�ielr m�tlrorrcatt'orr to b�arrsfer s1ra11 he nr �rrih'rrg arrd sigrred ln� a S'ieme>>s ca�itlrorised reyreserrtative. S'ieme>>s emtlrorised h�arrsferee slrall lrave tlre same nglrts arrd obligah'orrs as
Bnrer, earceyt ttslrall rrotl�ave tlre rigl�t to b�arrsfer szmlr licerrse.
(c) Siemens ��'arrants that on the date of �lnpment of the Sofh��are onlj� to Bu��er or Buver's Siemei�-authorized trai�feree hereunder that (1) the Sofh��are media contam a true and correct copj�
of the Soih��are and are h�ee h�om material defects�, (�) Siemeil, has the right to grant the licei�e hereunder�, and (3) the Sofh��are ���ill ituiction stib,tantiallj� in accordance ���ith the related Siemens
operating doctuuentation. 9iemei� disclauus anj� ���arrantv that the operation oi the Soih��are ���ill be tuimterrupted or error free. This �ti'arrantv does not applv to sofh��are deli�-ered bv Siemens
but produced bj� others. The �ti�arranh� for soih��are produced bv others shall be the ���aii uih, as stated bv the sofh��are producer.
(d) If ���itlnn one (1) S�ear from date of untial mstallation (but not more than eighteen (18) montl� from date of ,hipment bj� Siemens to Buver) of Sofh��are, Bu��er or its Siemens-authorized
trausferee heretuider disco�-ers that the Soih��are is not as ��'arranted abo�-e and prompflj� notiiies Siemens in���iiting. ���ithui tlns period oi tmie, of the noncoi�Yoimitv, and ii Siemens caimot
correct the nonconformin� or deems correction to be commerciallv impracticable or prolnbiti�-elj� expensi�-e, Buver's and Buver's Siemens-authorized trai�feree's exclusi�-e remedies, at
Siemens's option and expense, are�. (1) replacement of the noncoi�Yormmg Soih��are�, oi (�) termmation oi tlns licei�e and a rehmd oi an equitable, pro rata share oi the Contract price or licei�e
fee paid.
(e) This ��'arrantj� ���ill applj� for the peiiod specified m(d) abo� e, pro�-ided that (1) the Sofh��are is not modified, chai�eed, or altered bj� an��one other than Siemens or itn ,uj�pliers, uiiless
authorized bj� 9iemens m �ti'ritii�e�, (�) there is no chai�ee b�� an��one other than Siemens to the good� for ���lnch the Soih��aie is ordered�, (3) the goods are in good operatii�e order and are mstalled
in a suitable operatmg en�momuent, (4) the noncoi�Yoinutj� is not caused bv Buver, Buver's Siemei�-authorized h�ansferee, or anv of their agents, ,er�-ants, emploS�ees, or contractors, oi anv tlnrd
putj��, (5) BuS�ei or Buver'a Siemens-authorized tran�feree promj�flj� notiiie, Siemei� m �ti�ritmg, ���ithm the period oi tmie ,et forth m(d) abo�-e, oi the nonconformin� aitei it is disco� ered�, and
(� all iees for the Sofh��are due to Siemei� ha�-e been paid. SIET�NS HEREBY DISCL?,IMS ALL OTHER �VARR?1VTIES, EXYRESS OR IDdPLIED, �VITH REGARD TO THE
SOFTVVARE. INCLUDING BUT NOT LIDdITED TO IDdPLIED VVARR?1VTIES OF T�RCH?1VTABILITY. FITNESS FOR A PAFtTICULAFt PUFtPOSE. ( JOUFtSE OF DEALING ?1VD
USAGE OF TR?,DE.
(Y) BuS�er and su��essors of BuS�er are limited to the remedies ,pecified m tlns Section and shall ha�-e no others for a nonconfoimitj� in the Sofh��are. Buver agrees that these remedie, pro�-ide
i3llj'Zl 811(� 1tS Sl1��Z�SOIS R'ltll 811111ll11111111 8(�Z(1118tC IZ111Z(��� 811(� 8IZ �1Z1I ZYC1l1S1�`Z IZ111Z(�1ZS, R'11Z�1Zf i311��Z1''S OI Sl1CCZSS01�' IZ111Z(�1ZS 8IZ UBSZ(� 011 CO11rS8Ct, R'81I811h�, tOft �ll1Cjl1(�ll1�T 11Z�T11�TZ11CZ�,
SfI1Ct jld�ljl�j�, lll(�Zllllllh�, OI 811�� O�1ZI 1Z�T81 �1Z01j�, 811(� R'11ZtI1Z1 8I1Sll1�T 011t Oi R'8II811r1Z�, IZl]IZSZlltdr1011�, ll1Sr1l1Ct10119, Ol]ZI8r111�T (�OClllllZllt2r1011, 1119t2118r1011�, OI 11011-CO11iO11111t1ZS if0111 811��
Cel1SZ.
(g) Uiiless othei�ti�ne pro�-ided in this Conh�act, the fees for this Sofh��are license are included in the purchase price of the goods. Anj� stibsequent modificatioi� or eiiliancements to the Sofh��are
made bj� Siemens are, at Siemens'S option, Stibject to a iee.
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Exhibit 3
DRAFT MINUTES
PUBLIC UTILITIES BOARD
October 22, 2012
After deternuning that a quonim of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, October 22, 2012 at 9:01 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present: Chairman Dick Smith, Vice Chair Billy Cheek, Phi1 Gallivan (9:05),
Barbara Russell, Leonard Herring, Randy Robinson and Li1ia Bynum
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING:
INDIVIDUAL CONSIDERATION:
4) Consider a recommendation for approval of a purchase of 1381cV circuit brealcers for electric
CIl' projects through and under the Cooperative Purchasing Program Participation
Agreement with the Lower Colorado River Authority ("LCRA") from its vendor, Siemens
Energy, Inc., Power Transmission Division ("Siemens"). (File No. 5095 Purchase of Circuit
Brealcers through LCRA Cooperative Purchasing Program Participation Agreement in the
amount of not-to-exceed $4,712,560).
This item was pulled by Board Member Robinson for further questions. Robinson aslced if the
brealcers were compatible and if this is what the engineering department wanted. Chucic Sears,
Engineering Division Manager, answered that it is as a matter of fact they have aslced for this
particular type.
A motion to approve item 4 was made by Board Member Robinson with a second by
Board Member Russell. The vote was 6-0.
Adj ournment 10:14am
ORDINANCE NO. 2012-
AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN 1NTERLOCAL
COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH THE
LOWER COLORADO RIVER AUTHORITY PURSUANT TO SECTION 271.102 OF THE
TEXAS LOCAL GOVERNIVIENT CODE, FOR THE PURCHASE OF HIGH VOLTAGE
CIRCUIT BREAKERS; PROVIDING FOR THE EXPENDITLJRE OF FLJNDS THEREFOR;
PROVIDING AN EFFECTIVE DATE (FILE 5095-1NTERLOCAL COOPERATIVE
PURCHASING PROGRAM PARTICIPATION AGREEMENT FOR THE PURCHASE OF
ELECTRICAL EQUIPMENT WITH THE LOWER COLORADO RIVER AUTHORITY
AWARDED TO SIEMENS ENERGY, 1NC. 1N THE ESTIMATED AMOUNT OF $4,712,560).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee is hereby authorized to purchase high
voltage circuit brealcers for its electric department, Denton Municipal Electric, in the estimated
amount of $4,712,560 from Siemens Energy, Inc. under competitive bids received by the Lower
Colorado River Authority in accordance with an Interlocal Cooperative Purchasing Program
Participation Agreement under Section 271.102 of the Texas Local Government Code which is
on file in the office of the Purchasing Agent.
SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to talce any actions that may be required or permitted to be performed by the City of
Denton, Texas under the above-referenced Interlocal Cooperative Purchasing Program
Participation Agreement to the City Manager of the City of Denton, Texas, or his designee.
SECTION 3. The City Manager, or his designee is authorized to expend funds pursuant
to the Agreement for the purchase of the goods and equipment described in the said Agreement.
SECTION 4. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2012
MARK A. BLJRROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�� �
___ �' �,,��
��
BY:
5-OFtD-File 5095
AGENDA DATE
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
November 6, 2012
Materials Management
Bryan Langley ��,�
tl µ11111,"�tl*II.IIu �'"h�j!�tl*Il.11tl�':q �l
Questions concerning this
acquisition may be directed
to Phil Williams at 349-8487
Consider adoption of an ordinance authorizing the City Manager or his designee to execute a
contract by and between the City of Denton, Texas and G2 Electrical Testing and Consulting,
LLC, a Texas Limited Liability Corporation, for highly technical personal services related to the
protection and control of electric infrastnicture to be rendered to the City of Denton, Texas
(Denton Municipal Electric); authorizing the City Manager to expend funds therefor in
accordance with the contract; and providing an effective date (File 5058—G2 Electrical Testing
and Consulting, LLC, in an amount not-to-exceed $1,035,573). The Public Utilities Board
recommends approval (6-0).
FILE INFORMATION
Denton Municipal Electric (DME) has numerous substation projects identified in the current
Capital Improvement Plan (CIP) that will require specialized relay testing and control system
checkout. Testing and documentation of protective relay and control system function is required
to verify proper operation of the systems and equipment from an operational perspective and to
meet the mandates contained in North American Electric Reliability Corporation (NERC)
standards. DME does not have the trained personnel or all of the equipment to perform relay
testing and control system checkout. DME personnel will be involved heavily in the functional
checicout of all proj ects but does not have a trained relay technician to perform the relay testing
or the full checicout. Obtaining the services of G2 Electrical Testing and Consulting, LLC, is the
most efficient and effective method to complete this critical part of the CIP projects. A detailed
description of the services to be performed is included in the attached Public Utilities Board
agenda information sheet (Exhibit 1).
In accordance with Texas Local Government Code, Section 252.022, the procurement of
personal, professional, and planning services is exempt from the requirements of competitive
bidding. The City staff is recommending the award to G2 Electrical Testing and Consulting,
LLC. This acquisition of personal services also falls under the specialized procurement policy
for Denton Municipal Electric as contained in Ordinance No. 2009-189 and is characterized as a
highly technical services/testing service procurement.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On October 22, 2012, the Public Utilities Board recommended approval to forward this item to
the City Council for consideration.
Agenda Information Sheet
November 6, 2012
Page 2
RECOMMENDATION
Approve a highly technical personal services agreement between the City of Denton and G2
Electrical Testing and Consulting, LLC, in the not-to-exceed amount of $1,035,573.
PRINCIPAL PLACE OF BUSINESS
G2 Electrical Testing and Consulting, LLC
Rocicwall, TX
ESTIMATED SCHEDULE OF PROJECT
The term of this contract is for five years ending November 6, 2017 or until such time as the
funds provided for in the contract are fully expended, whichever event occurs first.
FISCAL INFORMATION
The charges for work under this contract will be funded out of amounts budgeted for specific
projects, for substation maintenance, and for NERC compliance. A significant amount of the
work proposed will be in the transnussion category. The costs for transmission projects will
ultimately be recovered through the Public Utility Commission Transmission Cost of Service
Program (TCOS).
EXHIBITS
Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits
Exhibit 2: Public Utilities Board Draft Minutes
Respectfully submitted:
�
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Antonio Puente, Jr., 349-7283
Assistant Director of Finance
AGENDA DATE:
DEPARTMENT:
ACM:
SUBJECT
Exhibit 1
PUBLIC UTILITIES BOARD AGENDA ITEM #2
AGENDA INFORMATION SHEET
October 22, 2012
Utilities
Howard Martin, 349-8232 �
Consider recommending approval of a personal highly technical services agreement with G2
Electrical Testing & Consulting, 7113 Holden Drive, Rocicwall, Texas, for relay testing and
control system checkout services for CIl' proj ects and other technical and consulting services
over a five year period in an amount not to exceed $1,035,573 (File # 5058).
BACKGROUND
Denton Municipal Electric (DME) has numerous substation projects identified in the current CIP
that will require specialized relay testing and control system checicout. Testing and
documentation of protective relay and control system function is required to verify proper
operation of the systems and equipment from an operational perspective and to meet the
mandates contained in North American Electric Reliability Corporation (NERC) standards.
DME does not have the trained personnel or all the equipment to perform relay testing and
control system checicout. DME personnel will be involved heavily in the functional checicout of
all proj ects but does not have a trained relay technician to perform the relay testing or the full
checkout. Involving G2 Electrical Testing & Consulting (G2ETC) is the most efficient and
effective way to complete this critical part of the CIl' projects.
DME's experience in working with G2ETC in past projects has been excellent. Personnel are
well trained and have proven to be outstanding in their contribution to the checicout of past
projects. They have talcen an active role in discovery of wiring errors and in proposing solutions
to problems and have supported efforts to achieve the best efficiencies from time and cost
standpoints. G2ETC's documentation has been excellent and has provided the paper trail that
DME is required to maintain to demonstrate that these highly technical and quite complex
systems were thoroughly checked and shown to perform as intended in the designs. An excellent
worlcing relationship has developed with G2ETC that will be to DME's benefit to continue.
DME has worlced with G2ETC on similar projects for Denton West, RD Wells, Denton North,
North Lalces, Hicicory, Jim Christal, Teasley, Fort Worth, Locust, and Bonnie Brae.
Control and relay systems are complex and highly technical requiring specific designs for each
station or application. The Jim Christal Substation is an average sized substation with five
brealcers and two transformers and can serve as an example. To illustrate the complexity, 112
drawings had to be created to complete the design for the Jim Christal control and relay system.
AIS — PUB Agenda Item #2
October 22, 2012
Page 2 of 6
This does not include the documentation and drawings provided by manufacturers for their
transformers, circuit brealcers, relays, and other equipment that must be used in developing the
design and for completing the installation. Protective relays are the main component of a
substation control system. Their basic function is to sense voltage and current conditions and
operate circuit brealcers to isolate short circuits from the power system. Protective relay testing
is just as its name implies: testing of protective relays to verify that they performs as the
manufacturer intends by applying currents and voltages and measuring responses. Control
system checicout is verification of every connection and function described on those 112
drawings. The first picture following is an example of what protective relay and control
installations loolc lilce. The blue devices are protective relays. The second picture is of the bacic
of one of the panels to show the amount of control wiring. The process of checicout verifies
performance of the relays and the function of every aspect of control in the station.
Typical Relay and Control Panels
RD Wells Interchange
AIS — PUB Agenda Item #2
October 22, 2012
Page 3 of 6
Typical Relay and Control Panel Wiring
RD Wells Interchange
There are stations where relay testing and checicout was completed in the distant past.
Documentation needed is not complete. To generate this documentation requires retesting and
checkout. NERC standards also require periodic retesting of protective relays. The contract is
intended to procure these services.
It is necessary to replace older relays from time to time. DME does not have the manpower to
gather the necessary field information to prepare design modifications for this change and install
the new hardware. DME proposes to use G2ETC for this worlc and the checicout services that
will be required following the change.
From time to time, DME encounters control failures or malfunctions that require research,
testing, and analysis to determine causes and corrective actions needed. The expertise that
G2ETC brings to the table has been helpful in the past in resolving such issues. The proposed
contract includes an amount for such assistance on an as needed basis.
AIS — PUB Agenda Item #2
October 22, 2012
Page 4 of 6
NERC standards require that a number of maintenance activities for substation equipment have
technical bases. Procedures and bases must be formally documented. G2ETC has assisted other
utilities in documenting procedures and reasons for maintenance intervals for substation
equipment. DME plans to engage G2ETC to review and develop interval and procedure
documentation.
In summary, DME has a number of needs related to relay testing, NERC compliance, checicout,
retrofit, field service, and emergency services. The intent was to engage G2ETC to provide all
these services under one contract.
The contract has been stnictured to be billed on an hourly rate for services rendered based on the
contractor's published rate schedule. The amount for the contract was arrived at by estimating
the hours needed for an average year and applying the rates from the pricing schedule. Amounts
were included for travel, estimated incidental expenses, and equipment rental. The five year
amount was constnicted by escalating years two through five by 3%. This is the best estimate at
this time.
Information on the services required are described in detail in the proposal that is part of the
attached contract. The services and estimated costs are summarized in Table 1. The estimate is
based on the projects and other activities that DME believes will be undertaken at this time and
is in accordance with the CIP. Changes in priorities, unforeseen requirements, or changes in
approved proj ects could alter the proj ects actually constnicted.
Table 1
This contract falls under the DME specialized procurement policy adopted by Council as
ordinance 2009-189.
AIS — PUB Agenda Item #2
October 22, 2012
Page 5 of 6
Exhibit 1 is a copy of the proposed contract. G2ETC's proposal is Exhibit A attached to the
contract.
OPTIONS
1. Recommend approval.
2. Not recommend approval and direct that other actions be taken.
RECOMMENDATION
DME recommends approval of the proposed contract with G2 Electrical Testing and Consulting.
ESTIMATED SCHEDULE
Project and study efforts will begin immediately upon approval by the City Council.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
There has been no prior action related to this contract; however, the proposed contract is
consistent with project information detailed in CIl' and budget presentations.
DATE SCHEDULED FOR COUNCIL APPROVAL
November 6, 2012
FISCAL INFORMATION
The charges for work under this contract will not exceed $1,035,573.00 and will be funded out of
amounts budgeted for specific proj ects, for substation maintenance, and for NERC compliance.
A significant amount the work proposed will be in the transmission category. These costs for
transmission projects will ultimately be recovered through the Public Utility Commission
transmission cost of service program (TCOS).
BID INFORMATION
Texas statutory law provides that procurements for personal, professional, or planning services
are made in accordance with the "Professional Services Procurement Act." The provisions of
Texas Local Government Code, Section 252,022(a)(4) provide that procurements for personal,
professional, or planning services are exempt from the requirements of competitive bidding.
DATE SCHEDULED FOR COUNCIL APPROVAL
November 6, 2012
AIS — PUB Agenda Item #2
October 22, 2012
Page 6 of 6
EXHIBIT
1. Proposed Highly Technical Personal Services Contract
Respectfully submitted,
/' ►1
r- .� ✓
Phil Williams
General Manager
Denton Municipal Electric
Prepared by:
Chucic Sears
Engineering Division Manager
Denton Municipal Electric
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Exhibit 2
DRAFT MINUTES
PUBLIC UTILITIES BOARD
October 22, 2012
After deternuning that a quonim of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, October 22, 2012 at 9:01 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present: Chairman Dick Smith, Vice Chair Billy Cheek, Phi1 Gallivan (9:05),
Barbara Russell, Leonard Herring, Randy Robinson and Li1ia Bynum
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING:
CONSENT AGENDA:
2) Consider recommending approval of a personal highly technical services agreement with G2
Electrical Testing & Consulting, 7113 Holden Drive, Rocicwall, Texas, for relay testing and
control system checkout services for CIP projects and other technical and consulting services
over a five year period in an amount not to exceed $1,035,573 (File # 5058).
A motion to approve item 2 was made by Board Member Cheek with a second by Board
Member Russell. The vote was 6-0.
Adj ournment 10:14am
ORDINANCE NO. 2012-
AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE
A CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND G2 ELECTRICAL
TESTING AND CONSULTING, LLC, A TEXAS LIMITED LIABILITY CORPORATION, FOR
HIGHLY TECHl�]ICAL PERSONAL SERVICES RELATED TO THE PROTECTION AND
CONTROL OF ELECTRIC INFRASTRUCTLJRE TO BE RENDERED TO THE CITY OF
DENTON, TEXAS (DENTON MUNICIPAL ELECTRIC); AUTHORIZING THE CITY
MANAGER TO EXPEND FUNDS THEREFOR 1N ACCORDANCE WITH THE CONTRACT;
AND PROVIDING AN EFFECTIVE DATE (FILE 5058—G2 ELECTRICAL TESTING AND
CONSULTING, LLC, IN AN AMOLTNT NOT-TO-EXCEED $1,035,573).
WHEREAS, Texas Local Government Code, Section 252.022(a)(4) provides that "a
procurement for personal, professional, or planning services" is exempt from the requirements of
competitive bidding; and
WHEREAS, G2 Electrical Testing and Consulting, LLC, is a Texas limited liability
corporation (hereafter the "Provider") which provides highly technical personal services for the
City's electric utility regarding its infrastnicture; which services require specialized experience and
training; and
WHEREAS, the City lacks staff who are qualified to perform the work necessary to
accomplish the upcoming worlc for its electric utility; and this Provider is being selected as being
qualified based upon its demonstrated experience and competence to perform the proposed personal
services; and
WHEREAS, the fees under the proposed Contract are fair and reasonable, and the Council
finds that such personal services are reasonably necessary in order to perform the nussion of Denton
Municipal Electric; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings stated in the preanlble of this ordinance are incorporated herein by
reference.
SECTION 2. The City Manager is hereby authorized to enter into a"Personal Highly
Technical Services Contract for Protection and Control Services by and between the City of Denton,
Texas and G2 Electrical Testing and Consulting, LLC," to provide services for the City of Denton,
Texas and its wholly-owned electric utility department, Denton Municipal Electric, in the anlount of
not-to-exceed $1,03 5,573; a copy of which Contract is attached hereto and incorporated by reference
herein.
SECTION 3. The City Manager is authorized to expend funds as required by the attached
Contract.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to talce any actions that may be required or pernutted to be performed by the City of
Denton, Texas under File No. 5058 to the City Manager of the City of Denton, Texas, or his
designee.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2012.
ATTEST:
JENNg'ER WALTERS, CITY SECRETARY
I�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
____ ��'"��---.� --��
�
BY:
2
MARK A. BLJRROUGHS, MAYOR
THE STATE C7F TEXAS )(
)i
COUNTY (JF DENTON )(
PERS(7NAL HICHLY TEGHNI�'AL SEFLVICES COI�ITRAC"T
FOI2 PRCITECTION �NL7 COI�ITROL SERVICES
E3Y AND �E"TWEEN THE CITY OF DE�ITON, TEXAS
AI'�1D G2 ELECTRIC�AL TESTII'�T� AND CC7I'�TSULTIN�G LLG
[Fi1� Nc�. SQS$]
THIS CONTRACT is �nade and e�ntered inta this �ay r�f , 2(�12
by anc� between G2 Blectrical Testing and Cotlsultin�;, LLC., � Texas limited liabil:ity
corparation, whase address is 7113 Holc�en Drive, Rackwall, T°exas 75087, hereinafter referred tc,
as "Cor7tractor;�� and the City of Dentr�n, Texas, a Texas mut�icipal carporation and home-rule
city, her�iziafter referred to as '"City;" this Ccrntract sha11 �re e�fective upcan appraval by the prcaper
delegated autharities.
Fc�r �nd iti consideration c�f thc; coven�nts and agreeix�ents cot�tained herein, and fcrr the
n7uYua1 benefits ta be obtained hcreby, tl�e Gcrr�tractar and Gity a�r�e as follows:
I,
SGOPE OF SERVI�C`ES
Contractcrr shall prc7vide all labor, supervisian, mat�rials and equipn7ent necessary far
fiber optic cable installatian servic�s far Dentan Mu�iici��a1 Electric. Tl�ese products and services
shall be provided it� accordance with ihe Coz�tractcar's propc�sala being a letier dat�d Au�;u;�t 22,
2t712, issued by aY� �a�fficer c�f Contractc�r to C}iarl�s ��ar�, Er��ir7e��r, an �mp�oyee of the CitY, a
ccipy of which letter is attached l�ereta and ii7carparated li�rein for a1� pu�-pc�ses a� Exlzibit "A".
The Cantract cansists oi'the fallowing itelz�s which are attached heretc� and incc�rporated herewith
by reference:
(�a) Cantractar°s Praposal (Exhi�iit ��A��);
(b) �Ins�urance T�equirements (Exhibit'�B��);
(c) Foi-m CIQ — C'onflict c�f Interest Questionnaire (Exhibit "C").
Th�se docuin�n�t� n�ake up the Catitract dc,cuments and what is callec� far by ane shall be
as bindin� as if called far by all, In the event of any incansistency or conflict in any of the
�rovisions of tlze Contract dac;umei�ts, the inca�7sistency ar cc�nilict shall be resalved by givin�
precedenee first ta this written Cc�ntract, th�n tc� ih� �"ontr�ct docut�i�nts i�l the order in which
they are listed above. These dac�aments sl�all be hereafter refrrre� ta collectively as "Cantract
Docume�nts."
'.�� • •
II.
TERM C7F COlVTRACT
The te,r�n af this C'antract shall be fc7r five (S) years frc�n� the date of' Cc���tract c,xecutia��,
oi until sucl� tizne as th� funds �rovieieci fc�r in �his Cantract a.rc� �ully cxpendee�, whichever ev�nt
shall first occur. Ti�is C�ntzLLact tez7n sha11 cc�Yn777ence upc�� ap�araval by the De;Y�tc��7 City C'oul�cil,
a�nc� u�on tl�te is�uance c�f a not�ice tc� prc�c�ed issu�c� by the City. This Goz7t�ract rnay be r�newe.d
anci extet�ded, if a�reed u�pc��1 in writing �y the C�7L�t�ract��r aizd City.
� r �
Cc�i7tractor warraxits and covena7�ts to City that all services prr�vided by Calxtrac�or,
Cantractar`s subcontractars, a»d Contractc�r's agents under the Contz�act shal:l be praduced anc�
perforrned in a skillful anci w�rrkznanlike lnanner anc� shall camply with the speciticatic7ns fc�r said
gaads az�d services as set farth in t11is Cc�ntract and the Co�itractc�r's prapc�sal attached h�;reto ���d
incarporated h�r�in as Exhil�it ��A "
�
Payn�ents hereunder sha]l be inade to Contractor fc�llowin� City's aGCe��tance of the work
at�d witl�in thirty (30) days of receivin� Cc�ntractar's invc�ice far the products and sei°vices
delivered. Contractcrr sliall bill the City mcrnthly. Th�: tc�tal cc�znpensatic�tl ur�der this Gont�ract,
includiYlg �ny �naterials, and any �ut-�rf-pc7cket ex��nses incurred, sha11 nat excued t�1e sunx c�f
$1,035,573.
Contractor recc�gtaizes that this Cantract shall can�mence, upon the eff`ective date hereil�
and shall cat�tinue in full farce ancl effect until t�.rn7inatic�n in accordance with its pravisior�s.
Cantractor and City herein rec�rgnize tl�at tlie cc�ntinuation c7f any cantract af�er t��e close of any
given fiscal year of t11e City c�f Dentan, which fiscal year ends on September 3�th af each year,
shall b� subj�ct te� Dentaz7 C'ity Ccruncil appr�rval. In tl�e eve�7� that �h� Denton Gity Council does
nat apprave the ap�ropriaticrn af funds f�ar this Ccrntract, the Cor�tract shall terminate at the end af
the fiscal year for which funds were a�pra�riated and the parties sl�all have na further obligatic7ns
hereunder,
�.
PRO"TEC"TION AGAT�I�T AC.CTDEN�°I' TO EMPLC7Y�EES AI�I��D THE PUBLIC
Contractor slaall at a11 tirt�es exercise r�asonable prec�tutions far the safety of emplc�yees
and others on or near the we�rk site and shall con�ply with all applicable provisions �af Federal,
State, and 1Vlunicipal safety laws, re�ulations arid c7rdinances. T}7e safety �recautians actually
taken and the ac�equacy tih�reaf s�ia11 be the sc7]� i•esponsibrlity caf the Ca�ztractc7r. Ccrntractar shall
i��demnify City fe7r any �nd all lasses arising out of, or x�elatec� ta a breach of this duty by
Cantractor pursuant ta para�,�raphs VII, and VIII., as set forth 1�er�.in,
'',,�rr• � 4
VI.
LC7SSES FROM N�A.TURAL CAU�ES
U�iless c7therwise sp�cii�ied in tl�is C�c�ntract, a�11 lo�s, liability c�r c�a�nage tc7 C�c�ntract�c7r
arising aut at th� nature of the wc�rk tc� �c c�one, c�r from tl�e actiail of the elemet�ts, car from any
unfcrrese�i� ci�•�;un�stanc�s �i�7 tl�e prc�s�cutian of the same, c�r �ron� u�nustiial c�bstructYOZrs or
difficulties wl�ich rnay be e��caun:tered in the pi-asecution af the w�rk, s}�all be sustaine� and.
bart7e by tl�e Gc�t�tractor at its sc�le cc�st an� e�per�se.
V I1.
IN�DEMNIFICATION
Contractur shall relea.se, defend, indem7�ify and hald the City, its elected oificials, afficers
and employecs har�nless fro�n and against all clai7ns, dair�ages, injuries (including death),
prc�perty dama�;es (inclu�in� lass of use), losses, demands, suits, judgments and costs, incluc�ing
attarney's fees a��d expenses, in any way arisin� aut of, related tc�, ar resu]ting fraln the services
provided by Cc�ntractor under this Contract ar caused by the negligent act ar c�missian or the
intentional act or oniission of Contractor, its officers, agents, e;mplayees, subcontractors,
licensees, invitees or any other thirci parties fc�r whoYn �"ontractor is le�;ally respc�nsible
(he�reir�after "C�lainis"). �ontraetor a�re�s tc� def�.nr� th� Gity agains�t al1 such Glairns.
In t17� evetit the Cit�y is a nair�ed party t� a su�it ari�yn�; out c�t the subjec�t ��natter c�� this
Contract, fhe City shall have reasanable input into tl�e selecticrn crf defense counsel ta be retained
by Contracic�r iz� fulfilling its o�ligatian h�re�under ta de;fend ��ad indemnify �ity. City rese�rves
the right to provide a partic�n, or tc� prravic�e its own defense, however, City is uncier na abligatian
to da sa. Any such action by Gity is not to b� cc�nstrued as a waiver c�f Cantractor's obligation to
detend Gity or as a waiver a�f Cc�ntractar's obli�;at�ic��� to indezn:��ify Gity pursu�nt tcr tl�i� Contract.
Contractor sha11 ret�in defense cc�unsel within sevc;n (7) business days of City's written nc�tice
t]iat City is invcaking its riglit to iix��innitication under this Ccrntract. If Cantractor fails to retain
counsel within such time period, City shall laave the ri�;ht ta retain defense caunsel on its own
behalf, and Ccantractc�r sha�l be ]iable for all costs inc;u�-red by City.
V IIT.
COMPLIAI'�CE WITH AF'PLICAE3LE LAWS
Gantractc�r shall at all tiines observe and ca�nply with a�l Federal, Sta�e and Ic�cal laws,
regulatians and c�rdinances, including all atl�endments and revisians thel�eto, which in arzy manner
affect Cantractor ar the Contractar's work, and Contractor shall inclemnify an�i save harmless the
City a�ain�t any cla�im rel�te� tcr c�r arising frc�n� the vicrlaticrn c�f �ny such laws, ardinanccs a���d
regulations whether by Contractcrr, its elnployees, officers, agents, subcontractors, c,r
representatives. If Contractor abs�:rves that the wc�rk is non-compliant, ar at variance therewith,
Cantractor shall proniptly natify City in writing.
'.�� � •
I
I
I
l��
VEN[1E
The laws c�f tl�e; State af Texas sha]1 �ovenl the; inter�retatian, valic�ity, perfc�r�nance and
���farcerne��t of this Cantrac�t. The parties a�;ree ti7at tl�is Contract is ��rfannable in Dentc�n
�'ounty, TeKas, aizd that �;x�;lusiv� vel7ue sllall li� in D�nto��� Cc7unty, T�xas.
X.
ASSIG�N�ME�1�T t�,��D SLIBLETTIN�G�
G�r�t�ractar a�-c�s t�a retaiii co�ntrc�l 4�nd to g�iv� �ull att��ntio��� to the fulfil��ment crf this
Cantract. T�his Co1�tr�ct siiall not b�; assi�nec� w�it.hc�u�t t11e a�dvar�ce writt�n cons�ni of C�i�ty, and
that na part or f`eature of the work will l�e sublet to anyc�ne al�jectianable to the City. Contractar
further a�,�rees tl�at the subletting af any partion ar feature c�f the work, c>r materials required in
t17e �perfc�l~ma.��ce of this �'c�ntrac�t, sha11 ��ot r�lieve G�r�tra�ct�r fia�r► its fu11 abli�aiiozzs ta City as
prc�vided by tl�is Gontract,
XI.
IN�DEF'ENDENT C'CC)NTF�t.AC�TOR.
Contractc�r covenants and a�ees that Cc7t�tractc�r is a�� independent contractar and not an
officer, a�;e�zt, servant or e�tiplayee c7f Gity; that Contra�tc7r sh�a.l1 have exclusive contro� af at7d
tl�e exclusive right to contrc�l the details of tlie wark pet-formed hereunder and all persons
perfarming same, and sha11 be responsible fc�r the acts and on7issions c�f its officers, agents,
employees, contractc�rs, sut�cantz•actars and consultai�ts; that the dc�ctrine c�i respondent superior
shall nat apply as l�et�ween Gity ar�d Contractc�r, it� offic�;rs, a�;e�nts, �Xnplo�yees, cantractors,
subcantractars anc� consultants, and ncrfhing 17erein shall be canstrued as crea�in�; a partnership ar
joint enterprise l�etween City and Cantractor,
XII.
INSURANCE AND CERTIFICATES OF Ifi1SURANGE
Contractor sha11 procure and �z�aintain for tlie duration af the Cc�ntract it�surance coverage
as rec�uired anc� as specziically s�t fc�rth i1� th�; Tnsurance Requirenzents �narked Exhibit ��C'�
attached heret�, aiaci incarparated herein by reference. Cc�nti-actor shall prc�vide a si��ed
insurance certi�"icate verifying that it has crbtait�ed the required insurance coverage priar ta the
effective c�ate of this Contraet.
.
N' ` i�4""' I r � *
No claims sha�l be i�7ade by Ccantractor for damages resu]ti1�g fr�m �iindrances or delays
from any cause ciurin�, the p1•agre�s of any pc�rtion r,f the wcrrk embraced in tl�is Ce,ntract.
Page 4 af 16
;iIV.
AFFITJAVTT OF I`JC7 PR(�1IIBITED I:NTEREST
Contractor acknowlecig�;s a;nc� re�rresei7ts that it is avvare c�f all applicable laws, t17e City
Charter, tl�e Git�y Code r�f Or�inances, ancl il�e City C�crde of Cand�uct re�;arciit�g p�rc�hib�ited
inter�;sts, and is aware t17at tt�� exis�t�nce c�i �� �rohibited i�zte;�r�st at any tim�; will rez7der thi�
Ccrntract voidable. Cr�ntr�ctc�r has ���cut�:d tl�c Af'ficiavit af ��`�Tcy P'rc��hib�ited Ir�te��est, attacl7ed and
incorparated herei�n as Exhibit "D ��
�V.
S EV�ERABILTT�i'
The �7rcrvisic7r�s af` this Cc��ntract ar� severable. It a�n}� �aar�graph, s�ctian, subdivisio7�,
sentence, clause, c�r phrase of tl�is Catltract is t�7r arry reason l�eld to be contrary to the 1aw ar
cc>ntrary tc7 a�ny rule c�r re�;ulation llaving th�; fc7rc� an� effeci of t��e la�w, such Iaw ar c�ccis�ian5
sha11 nc�t aff�ct the rernain�in�;� port�ions crf" this C'onti-act. Hoc���v�:r, up�7n th� c�ccurrence crf such
cvent, either party n�a�y terminaie this Contra�ct by givit7g ihe other �arty tlxirty (�3U) �ays written
notice ii City a��Yd Gantractor ar� unal�l� ta a�e� upc�n a satisfactc7ry substitute pr�visic�z�.
XVI.
TERMINATICJN
City xnay, at its rapticrn, witll c7r withcaut cause, and vvitl7o�ut penalty c�r �pr�judice ia any
other rernedy it may be entitled tc� at 1aw, ar it7 equity ar oth�rwise under this Ccrntract, terminate
tlzis Contract, in whale ar in part by giving at least thirty (30) days prior written nc�tice thereof to
Cantractar, with the ur7derstanding however, that all services being terrninated shall imine;cliate�y
cease upon the date such notice is reccivec� by Cc�ntractor.
XV1I.
ENTIRE A�REEME�JT
This Cantract a��d its attachtnents embc�c�y the entire a�reemezit between the parties a��ci
may anly be lnadi�ed ii1 writing if appraved and executed by bath parties,
XVi1I.
CO�N�TRACT Il`�1TERP'RETATI�t�l'�b
Althou ��;h this C,"o�ltra�ci is drafted ��y� City, s��c�uld any part c�f �it be in d�isp�ute, i11e parti��
a�-ee that the Contract sha11 not be canstrued mc�r� favorably fc�r either �arty.
XI?�.
SUCCESSCiRS AI`�1D ASSIGNS
This Contract sha]l be binding upc7n the parties her�.tc�, their successors, heirs, personal
representatives a17d assi�,nxs.
'.w� � •
.�
Tlxe h��dings of this Contract are fc�r t��e convei�iunce: c�f refer�,nce only and shall not
�ffect in any zz7al�ner any of tl�e tenns arLCi coi�clitic�ns her�;of,
:_f_. . II� � .�
Tl�e Gity shall have the right ta au�it and rx�ake copies af tlze bcaaks, records and
caznputations pertaining tc� this a�reement. Tl1e Cc�n�z�actar shall reiain such iaooks, reccrrds,
�acumcrrts a�r�d ather evidence pertai�7irlg to t�h�is agreeine�r7t d�u.rit�g t1�e cc7ntract peric�� and �`or
four (4) years thereafter, except if an audit is in pragress or auciit finc�ings are yet unresolved, in
which case records shall be kept until all audit tasl�s are cortn�leted ar�d resc�]ved. These bao�s,
recards, dacurnents and c�tl7er evidence s1�a1� be available, within ten (10) business days of
written request. Further, the Gantractar shall alsa rec�uire �rll Subcc�7�tractars, materia] sup�liers,
and othei� payees to retain a1� boaks, records, ciocu�nents and c�ther evidencc; pertai�zing tc� this
Contr�ct, anc� to allow the City similar access to thc�se dc�curx7ents. All baoks and records will be
made ava��ilab�e tc� the C�ity within a f'ifty (SO) -mile rac�ius crf the City. The cost ot �1z� aud�it wi�ll
be bartle by the City unless the audit reveals an over�ray7ncnt by tihe City af 2% ar mare. If an
overpayment af 2°�o ar inare accurs, then the reasonable cost crf the audit, including any travcl
costs, must be borzle by th�, Cantractc�r, which �;un1 must be payable within tet7 (] Q) business days
of receipt af an invaice.
Cantractor's failure ta camply witlz th� pravisinns c�f this sectian shal] be a material
breach of this Contract ai�d sha11 cc�nstitut�, in tl�� City's �c71� discreiic7n, graunds fcrr ternli�iatic��a
t�1�TE�C)f. �E'��C�1 O�ti�7G t�'I`il).S ���OO�CS n��1'C'COTCjS n rrC�O(GU1ile11�S�� r.`i11C� "0��1GT 4V1C�C,l1CG " c�S US(�t� c"��YOV�
a , � �
shall be construed ta inelude dra�s anci electrcrnic tiles, even if such dra�t`ts crr electrcanic files are
subsequentl:y used to generate ar prepare a fit�al priilted docunaent.
II�3 WITNESS WHE�EC�F, the City and Contractor have executecl this Cc�ntract c�n the
c�ate and year stated hereinabove.
"CI'T`r'"
THE CITY� C►E DE�ITO�N, TEXAS
A Texas Municipal Carporatian
:
'.�� • •' •
GEORGE C. GAMPSELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
ATTEST:
I�
�- � ^
;� _
ii�K�7� : : �IC� C7�i
G2 ELECTRICAL TESTING AND CONSULTING, LLC
A Limited Liability Coxparation
BY� �� ��
�� fZABETli BELL
n�v cat�r��ssro�v Fx��R�s
September 21, 20i8
�� ��
Page 7 of 16
EXHIBIT "A"
coN�r��ACT Yxo�c�sAL
G2 ELECTR:ICAL TESTINCi AND CC7NSULTING, LLC
August 22, 2012
'.�! : � •
G2 Electrical Testing & Consulting LLC
7113 Holden Dr.
Rockwall, TX. 75087
Tel: 972-207-6503
Fax: 972-722-7713
greg. gideon@g2et. com
http://www. g2et. com
August 22, 2012
Mr. Charles Sears
Denton Municipal Electric
1659 Spencer Rd.
Denton, TX 76205
RE: Proposal to provide Protection and Control services
Dear Mr. Sears:
Thank you for the opportunity to submit a proposal for a renewable annual agreement
to provide protection and control services to DME. G2ETC proposes to provide these
services on an hourly basis to include new substation commissioning, substation re-
commissioning, operational-commissioning review, assistance with NERC compliance,
troubleshooting, and emergency services. Per your request, I have provided an
estimated maximum cost for one year with cost adjusted annually at renewal. Please
contact me should you have questions.
Regards,
Greg Gideon
y�,� ��x:-�.:
Pagelofll
G2 Electrical Testing & Consulting LLC
Contents
MAXIlVIUM ESTIMATED COST SUMMARY ............................................................................................................ 3
RATESCHEDULE .......................................................................................................................................................... 4
NEW SUBSTATION COMMISSIONING .................................................................................................................... 5
SUBSTATIONRE-COMMISSIONING ........................................................................................................................ 6
OPERATIONAL-DRAWING REVIEW ....................................................................................................................... 7
NERCCOMPLIANCE .................................................................................................................................................... 8
PROTECTION SYSTEM RETROFIT .......................................................................................................................... 9
EMERGENCYSERVICES ........................................................................................................................................... 10
EXCEPTIONS................................................................................................................................................................ 11
Page 2 of 11
G2 Electrical Testing & Consulting LLC
MAXIMUM ESTIMATED COST SUMMARY
New Substation Commissioning: $96,565
• Provide services to test voltage and current transformers, perform secondary voltage and
current inj ection from field devices, test protective relays, verify communication aided
tripping at local and remote ends, functionally test control circuitry using dynamic (fault
simulation) relay testing verify in-service readings, and provide detailed test reports to
Denton Municipal Electric
Substation re-commissioning: $25,750
• Provide services to test voltage and current transformers, perform secondary voltage and
current inj ection from field devices, test protective relays, verify communication aided
tripping at local and remote ends, functionally test control circuitry using dynamic (fault
simulation) relay testing verify in-service readings, and provide detailed test reports to
Denton Municipal Electric
Operational-Commissioning Review: $19,350
• Provide services to review schematic diagrams, protection and control schemes, and relay
settings pertaining to new and existing DME substations
NERC PRC-005 Compliance: $10,350
Provide consulting services to assist DME with North American Electric Reliability
Corporation protection and control reliability standards
Protection System Retrofit: $31,865
• Design assistance, general consultation on protection and control systems, general
troubleshooting and testing assistance, retrofit installation, retrofit functional testing
general periodic relay testing and protective relay test training.
Emergency Services:
$11,175
Provide emergency services to assist DME with protection and control related circuitry at
all substations
Estimated Annual Total $195,055
Page 3 of 11
G2 Electrical Testing & Consulting LLC
RATE SCHEDULE
Hourly Rates
TITLE RATE DESCRIPTION EXPERIENCE EXEMPT
(Hour) LEVEL (Years)
Lead Relay Test $110 Relay Testing, Retrofit & > 15 Yes
Specialist, Commissioning, Control
Circuit Verification
Senior Relay Test $105 Relay Testing, Retrofit & > 10 Yes
Specialist, Commissioning, Control
Circuit Verification
Relay Test $100 Relay Testing, Retrofit & > 5 NO
Engineering Commissioning, Control
Technician Circuit Verification
Regulatory Consultant $115 Regulatory Consulting for > 5 Yes
System Protection
Overtime Rates for exempt employees are applicable only to Holidays as recognized by client
and are billed at 2 times hourly rate. Non-Exempt employees are billed at 1'/ times hourly rate.
Subcontractor Rates
Subcontractors will be billed at cost plus 10%
Travel Expenses
Travel Time will be invoiced at the standard hourly rate
Automobile Travel will be invoiced at $.75 per mile
Air Travel and Vehicle Rental will be invoiced at actual cost plus 5%
Per Diem Expenses for an assignment requiring an overnight stay will be invoiced at actual cost.
Payment Terms
Net 30
Epuipment Rental
Test Equipment rented for an assignment will be invoiced at actual cost. Test equipment rental
quotes will be provided to client prior to commencing work for a given project. Upon agreement
between client and consultant, client may rent and/or provide test equipment to consultant.
Page 4 of 11
G2 Electrical Testing & Consulting LLC
NEW SUBSTATION COMMISSIONING
Client: DME
Location: Multiple Substations
Scope of Work:
Project: New Substation Commissionin�
Date: 8-22-2012
Provide services to test voltage and current transformers, perform secondary voltage and
current inj ection from field devices, test protective relays, verify communication aided
tripping at local and remote ends, functionally test control circuitry using dynamic (fault
simulation) relay testing verify in-service readings, and provide detailed test reports to
Denton Municipal Electric
Classification
Lead Specialist (2)
Straight Time
Hourlv Rate
$110.00
Itemized Estimate
FOUR BREAKER STATION
Labor: 200 hours @ $110/Hr = $22,000
Expenses = $2,750
Equipment = $1,000
SIX BREAKER STATION
Labor: 250 hours @ $110/Hr = $27,500
Expenses = $3440
Equipment = $1,250
TEN BREAKER STATION
Estimated Annual Total
Labor: 300 hours @ $110/Hr = $33,000
Expenses = $4,125
Equipment = $1,500
Page 5 of 11
Over Time
Hourlv Rate
$NA
$96,565
G2 Electrical Testing & Consulting LLC
SUBSTATION RE-COMMISSIONING
Client: DME
Location: Sin�le Substation
Scope of Work:
Project: Substation Re-Commissionin�
Date: 8-22-2012
Provide services to test voltage and current transformers, perform secondary voltage and
current inj ection from field devices, test protective relays, verify communication aided
tripping at local and remote ends, functionally test control circuitry using dynamic (fault
simulation) relay testing verify in-service readings, and provide detailed test reports to
Denton Municipal Electric
Classification
Lead Specialist (2)
Straight Time
Hourlv Rate
$110.00
Itemized Estimate
FOUR BREAKER STATION
Estimated Annual Total
Labor: 200 hours @ $110/Hr = $22,000
Expenses = $2,750
Equipment = $1,000
Page 6 of 11
Over Time
Hourlv Rate
$NA
$25,750
G2 Electrical Testing & Consulting LLC
OPERATIONAL-DRAWING REVIEW
Client: DME
Location: Multiple Substations
Scope of Work:
Proj ect: Operational Review
Date: 8-22-2012
Provide services to review schematic diagrams, protection and control schemes, and relay
settings pertaining to new and existing DME substations
Straight Time Over Time
Classification Hourlv Rate Hourlv Rate
Lead Specialist (1)
Senior Specialist (1)
Estimated Annual Total
$110.00
$105.00
Itemized Estimate
Labor: 80 hours @ $110/Hr = $8,800
Labor: 80 hours @ $105 /Hr =$8,400
Expenses : =$2,150
Page 7 of 11
$NA
$NA
$19,350
G2 Electrical Testing & Consulting LLC
NERC COMPLIANCE
Client: DME
Location: Multiple Substations
Scope of Work:
Proj ect: NERC Compliance
Date: 8-22-2012
Provide consulting services to assist DME with North American Electric Reliability Corporation
protection and control reliability standards
Straight Time Over Time
Classification Hourlv Rate Hourlv Rate
Consultant (1)
Estimated Annual Total
$115.00
Itemized Estimate
Labor: 80 hours @ $115/Hr = $9,200
Expenses : =$1,150
Page 8 of 11
$NA
$10,350
G2 Electrical Testing & Consulting LLC
PROTECTION SYSTEM RETROFIT
Client: DME
Location: Multiple Substations
Scope of Work:
Proj ect: P&C Retrofits
Date: 8-22-2012
Design assistance, general consultation on protection and control systems, general
troubleshooting and testing assistance, retrofit installation, retrofit functional testing general
periodic relay testing, and protective relay test training.
Classification
Lead Specialist (1)
Senior Specialist (1)
Estimated Annual Total
Straight Time
Hourlv Rate
$110.00
$105.00
Itemized Estimate
Labor: 150 hours @ $110/Hr = $16,500
Labor: 100 hours @ $105 /Hr =$10,500
Equipment:
Expenses :
Page 9 of 11
=$1, 500
=$3,365
Over Time
Hourlv Rate
$NA
$NA
$31,865
G2 Electrical Testing & Consulting LLC
EMERGENCY SERVICES
Client: DME
Location: Multiple Substations
Scope of Work:
Project: Emer�encv Services
Date: 8-22-2012
Provide emergency services to assist DME with protection and control related circuitry on an
as needed basis.
Classification
Lead Specialist (1)
Senior Specialist (1)
Estimated Annual Total
Straight Time
Hourlv Rate
$110.00
$105.00
Itemized Estimate
Labor: 40 hours @ $110/Hr = $4,400
Labor: 40 hours @ $105 /Hr =$4,200
Equipment:
Expenses :
Page 10 of 11
=$1,500
=$1,075
Over Time
Hourlv Rate
$NA
$NA
$11,175
G2 Electrical Testing & Consulting LLC
EXCEPTIONS
• Delays that are not caused by G2 Electrical Testing & Consulting LLC that result in
delaying testing protective relays, will be billed at an hourly rate as specified in the Rate
Schedule in this Quote. Such delays include, but are not limited to, delays by the off-
taker for testing and clearances, delays due to ERCOT, delays in testing equipment due to
other contractors working on equipment that cannot be tested. For such delays, G2
Electrical Testing & Consulting LLC will document such delays and provide a time sheet
each day to the DME contract coordinator for approval.
• Any additional work that is requested of G2 Electrical Testing & Consulting LLC that is
outside the scope of work for this quote will be billed at an hourly rate as specified in the
Rate Schedule in this Quote. For additional work requested by City of Denton, G2
Electrical Testing & Consulting LLC will provide a time sheet each day to the DME
contract coordinator for approval.
Page 11 of 11
EXHTBIT "B"
1 1 1
� � r � r � • � r � , �
Catltractar's atterzt%ar�� is cli�^ecte�' tc� tl�e %rx�suranre rcxquirer�ae�ats lyelaw. It is �'iig�'�ly
�e�arnn�ended tl�ai Caratractaa�'s corzfer with thezr rcrspecZzve %�rsurance ca�raers ar brcrke�s to
de%rrn%ne in advanc•e of' e�ecutzorr lier�eof r�egar��lrrzg t/ze avaalability nf znsurarace certifzcates
a�zd endorserr�efits� as prescribed arad prc��air�ecX l��r�in. Zf a Caratractor� fails to corrz�ly .strrctly
w%th tlie insur^arrce requirerraerzts, tlaat Caratractar nz�ry bcr dzs�qualified f�nrn caward of' tlze
Coratract iTp�nrz exc�cutiorz �f' ih� Carztract, all irzsu�arxce r��quire»ients .shall becorrze
cc��ztractual abligaizor�s, wh�ic� llxe Cn�ztractar lia�ving a �lut,�r ta nz�r�i�i�tair� thr�rz�,�hout tlie
caurse vf tliis Carttract.
• � ' � � � � � r
Withaut lzr���itz�ng any c�f�tl�c� vt7z�r° c��lxgczti�r�n.y� �rr^ licr�hili�t�i�s ��f'zh�E� Ccx��tr°czctn�, th� C�antrc�ctc�r^ s7��all
�r�ovzde an.d rn.czintc�zn un.t%l the cantrr�c2�E�cl wc�Yk hus becn c�c7rr���l�tc�d unc� ac°cc-�ptcd by th� City �f.
Dcntc�n, Ou,m�c7r, th�� �ninzmun� zn�sur^anc� c;av��r°�zg� czs inc�i.c�c��tec� h���i^�zr�.aft��r�.
A.s s��c�n� as pruc�tzcahl� ufGc�� nc�tzfzcatiran vf l7zd a�wu�rd C��ntr�uc�tvr� .shczll fzlG with� th� Pz,�rchcz�in�,r�
Dc�pa�^t���c�nt s�tzsfi�ct�ry c��tzf%cutes c�f` i�n�s°r�rcr�r�.c�e,�, contaz�n�ing t���e� [�ic� nurnbE�r� cznd title af tl2c�
pr���jec�t. C'c�n.t�rc�c�tar m�ay, ���avn ����i�ttc�n r��c���E,�st tc� the Pz�r�chcrsin�,r Dc�partn���nt, usk� f`c�r
cic�r�ificcztzvrz� af �ny a�nsurcznc�;� r�equiv�E�m�ntws �zt czny tirn��; lzc��weix�r, G��ntr�uGt��r�.s ar^e str�7ragly
advisE�d t�� �n.uk� suc,xh� rc�qu��stwr �?�i��r to E�ic�' ����en�in�, sznce th� ir�surc�rzce v�eqz�i���ei�i�ents rnuy r��at 1ac�
m�c�clzfic�d c�r �w�czivc�d aftLr hzr� np�rzira��r ur��lesti u��ritt�en. �xcE��atic�n� lzas h��e�z suT�mitGc�d witdi th.c� hid.
C�ntractcrr shall nat c�arrz�mence a»y wark nr deliver a�ny n�ater�al u�ztil he or she receives
notzficatian tliut t/ie corztract I7as be�n acce�ted, ap�roved, an�d sig�xed hy tlze City of Derzta��.
All znsurur�zcc� pc�lic°zes �?rop�asc�c� v� vhtui��r.crd ira. .sut�isfac�ti�xl�� c�f't%�e��e r°ec�z,�zr��rr2��n.t.s shcrll cr�rr�r�ly
wzth� th�� fvll�����zn�r Kc�nc�rul ��c�czfic�atzr�n5�, arzr� shull l,�c� rra.czirataa:n.ec� in cc�nzpli.un,cL with tla�ersL
,�E�ner�al sp�ci�fac�a�tic�n.s thr�v��,�7lzc�z�t t�h.c� dur�utic�n vf.zh�e� Cc�n�fi^uct, c�r� Ic�n�,��Y, zf'scr r�ul��c�:
• Each policy sha11 b� issued by a company autharized to do business in the State af
Texas with an A.M. Best Coznpany ratit�g af at least A-.
• Any cieduc:tibles c�r self-in5ured retentir,ns sl�all be c�eclared in tl�e bid �rapasal. If
r�qu�sted by the Ciiy, the insurer sha11 r�duce ar elim.inate such deductibles c�r self-
insured retentioris with respect to t17e City, its c�fficials, a�;ents, e»�ployees and valunteers;
•.�_ • � •
ar, tl�e cot�tractc�r sh�ll procui-� � k�c�nc� �,ruar�rntceing payn�er�t c�f �c7sses and relateci
inv�sti�aticanti, claim aclmiz7i�tr�tian ai�d defense exp�nses.
« Liability �o�licies �11a11 b� end�7rsc;d to �rovidc the; fcrllowing;
• N�a��xe a.s additional �ir7sur�ed thc� Ciiy c>f Dentc�r�, its C7fficials, Ager�ts,
Employees ai�d vc�lunteers.
« That suc1� insurance is prin�ary tca any c�ther i»surance available to t�1e
aclditic7nal i���u�•ed wit1� respect ta claims cvv�red urrc�er the perlicy and that this
insurance a�Plies s�parately tc� each il�sured agait�st whom c�aim is made ar suit
is brau�;l7t. The �inelusicrn crfi�ncrre tl�a�� ana insu�rec� sha.11 �nc�t aperat� tc� inc;rea�e
the insure�•'s limii c�f liability.
• Gancellatiort: Tiie City reqar�res 30 cla,� n�ritten nat%c�e s1'iauld a�ay af' tiie
p�nlicie5 described ori tli� c�rtif%cate be caracelled ar »zater�zally char��ec�
bef'are t�ie e.�pir�atzn�z date.
• Should any of' the required insurance be �ravided under a claims-�nade fonn,
Gc�ntractar sha11 znaintaiti sucl� cc�v�rage caniit�uaus�y thraughcrut th� term af
this col7tract and, without lapse, far a perioc� of tl�ree years beya��d the contract
expiratic�n, �uch that occurrences arising duri�lg the cc�ntract term which give
rise to claiins nlade after expiratian afthe contract shall be cc�vered.
• Shc�uld any r�f tl7e required insurance be prc�vided under a fc,rtn c�f caverage that
i.z�cludes a ger7eral annual a�,�regat�: limit praviding far clain�s investi�;atic��� c�r
legal defense ccrsts ta be included in tihe �;e��eral anrzual aggregate ]imit, th�
C,ontractar sl�all either dc�uble the accu�r��ence limits or obtain Ow�ners a�rd
Contractc�rs F�rcrtective Liabiliiy Insurance.
517au1d aY�y required insurance l�pse durin� the cc�ntract t�rm, r�quests far
pa}nnents f�ri�,xinati�zg a.f�er such l�ps� sl�all not be prcrcessed until the City
receives satisfactory evidc,'nce af reinstated cavera�e as required by this cantract,
effective a� c7f t�7e 1a�pse daCe. If insura�nce i� nat r�instated, City may, at its sole
c��tian, tenr�inate fhis a��re�.�zzex�t e�fective on the date af the lapse.
'.�- 1 • •
. .
. .
SPECIFIC A:DDITIONAL IP�ISURANCE REQUIREME:fi�STS:
�ll insu�cxya,ce ��nlicic�.s �rr�c7��7r�sec� ur� c�l�tuirz�c���l ir�. .ti�utisfu�c�t�zr�pz, r�f�. thzs G'�ar��trcrc°t shall czc�diti��nc�lly
corn��ly ���r�td� thE� . fc�IZc�win�> raaurl,�ecl s�ecific�cxCzc�n.,s, czr�.cl s�hull h� Yn�czznt�ain.ecl ir^�� c��.7rn��lzun�c� wzCla
tda��.sc ucz'r�i�tiorr.c�l.s�ec�ific°utzcxns� t��r°c�u�,7lic�ut t7ie c�ia�-c�ti.c�n �f't�iG Crant�czc°t, ��� lc�nge��, if��:sa nc�ter�:
[X� A. G�eneral Liability Insurance:
Gen�;ra1 Liability insura�lce with cambined sing�u Iirr7its of nc�t less than $1,Q00,000
sha�ll b� �prc�v�ided and ma�intained by il�e; Gantract�?r. The policy sha11 be written an
ar� occurr�nce basis eithe�r in a singl� policy c7r in a cc�inbinatic��n oi ur7der]ying and
um�rella or excess pc�licies.
If the Crammercial Get�eral Liability far�7� (ISC7 Form CG 0001 current editic�n) is used:
• Coverage A sha11 include pren�ises, c��eratic�ns, prcrc�ucis, and completed
aperatians, ir�dep�ndent contractars, cc�t�tractual liability covering this
cantract and broad fonn property daina�;e cc�verage.
• Cc�vera�e $ shall include p�rsonal inj�ury.
• Coverage C, xnedical pay�nents, is nc�t t�eq.uired.
If` the Cam�rehensive Gc��neral Liab�ility form (ISO Fr��i�n CL O0(�2 C:urrent Eciitian and 1�0
Form GL 0404) is used, it shall inclu�� at least:
• �odily injury ai�d Prc�perty Danzage Liability far premises, aperations, �raclucts and
campleted operatior�s, independent cantractors and property dama�e resulting frozn
explosierzi, calla�7se ar under�ound (XCU) �xpowure�.
• Braad f��rm cc�ntractu,a� liability (prefel•ably by �nc�c�rsen7ent) covering this cantract,
�aersonal injury liability and broad for�n property da�na,�e liability.
[X] Automobile Liability insurance:
Cc�ntractc�r s1�a11 pravide Cainm�rcial Automc�bil� Liability insurance witl� G�inbined
Sirtg�le Liinits (CSL) crf n�t ��ss thaz� $5(J0,000 �ither in a single pc�licy or in a
combinatian of basic and un�brella c�r excess policies. The policy will include badily
injuxy at�d property damage liability arising aut c�f th� o�]eratian, lnaintenance and use of
a1� autrr�nobiles and �nc�bile equipment used in canjunctic�n wiih this cr�ntract.
Satisfactic�n c�f the alaave requircment shall be ii� the fortn of a policy endarsement %r:
• any auta, or
• all awned, hired and nan-owt�ed autc,s.
Page 11 of 16
'"�����"i�■��1]
[X] Wc�i�l�crs Cc�mpensation [nsurance
C�c�ntract�7r shall �urcl�xase and n�ai��tai�i Warl�er's Cc�z�ipensation il�surat�ce wl�ich, in
adc�itir�n to ineeting the minimum statutory requirements f'o�• issuance of such insuranc�,
h�s Ezn�lc>ycr's Lial�ility 1im�its c�f �t least $1 �O,O(�(� �or each accide�n�, � 1OO,(7(�0 per each
emplayee, anci a$SOO,OQQ policy limit for occupatianal disease. The City need not be
z7an�ed as a�iz "A�ditic�l�al Insa.red" but the �i�isurcr �h�ll agr�e to wa�ive all ri�hts af
subrogation against t]1e City, its afficials, agents, �nlployees and vc71u1�teers for any wc�rk
performed fcrr th� Gity by tt7e N�am�.d Insured. Por buildin�; o�r cc�l7struction projects, �lie
Cc�ntr�ctc�r sl�all con��rly with tl7e pi-avisio��s of Atta.ch�nent 1 in accc�rdance with
§406.096 of the Texas Labar Cac�e and rule 28TAC 110.110 of the Texas Worker's
Campensation C�crmmissiarr (TWCC).
[] Owner's and Co7�tractc�r's P�ratective Liability Insurance�
Tl�e Gc�ntractor shall c��itain, pay far and maintain at all �itn�;s durin�; the �rosecuticrn c�f
the wark under tihis contract, ari Ovv�7er's ar�d Contractor's Prc7t�;ct.ive Liability insuz�ance
policy naming the City as insured far ��roperty dai�tz�ge and bc�dily injury which may arise
in tl7e �t-c�secuticrn �af the work ar Cantractar's aperatic�ns under this cantract. Caverage
shall be on an "c�ccurrence'" basis, and the palicy shall be issued by the same insurance
company that carries the Contractar's liability insuranGe. Palicy limits will be at least
combined badily injury and praperty dama�;e per accurrence with a aggregate.
[ ] Professianal Liability Insur�nce
Professional liability insu�rance with 1�imits not less thar� per clairn witli
r�sp�ct ta ne�ligent acts, errors c�r ainissic�ns in con�nection w�ith professional se�rvices is
required under this A�reeinent,
[ ] Builde�-�' T�isk Insurance
Builders' Risk Irisurance, on an All-Risk farm fcar 100% of the canlpleted value sl�all be
prc�vided. Such palicy shall inclucle as "`1'�arned Insured" the City of Denton �nd all
subcontractors as tl7eir interests may appear.
[ � Cc��mmercial Cr�im�
Provides coverage far fhe theft or disappearance af cash or checics, rcrbt�ery inside/c�utside
the premises, burglary c�f the premi�es, and employee ficielity. The employee fidelity
pc�rticrn of this cavera�;e shcauld be written an a"1�lanket" basis ta cover all employees,
ir�cluding new hires. This ty�►e i�lsurance should be required if the cr�ntractar has access
ta City funds. Lilnits af nc�t less than each acc:urrence are req.uired.
Page 12 of 16
i •
� r
[ ] Additiernal Insural�cc
Oth�r insurance may be required oz� an individual basi� tc�r �;��ra 17azardous cc�nkracts ancl
���cific service a�reen�cnts. Tf such adc�iti�nal insu�ra�rce is req�uired fcrr a specific
car�tract, t��at lequir��ment will �be desc�r�ibed in the "'Specific Canditic�n�;"' of the co�ntract
specific��tians.
ATTACHMENT 1
[] Worke,r's Compensatic�lx Covera�;e fo�� Building or Cc�nstructioll Prajects for
Gavernrnei7tal Entities
A. I7e�nitions:
C`ertificate of cov�ra�� ("cert�i�icate")-A capy af a certific�ate of� insurance, a.
certificate of autl�ority to se�f-insure i�sue;c� by� the camznissian, or a coverag�
agr�,ement (TWGC-�1, TWGC-82, TWCC�-83, c�r TWCC-84), show�ing statutary
worl��:rs' cc�mpensatian insurance caverag� far the �ersc�n's ar entity's e�nplc�yees
pt•aviding serviccs c�n a project, far the duratic�n ofttie prc7ject.
I7uration of the project - includes the tiine frar�t tl�e lae�ir�nin�; of the warl� on the
praject until the contractor"s/person's work on tlxe prc�ject has been co�irpleted and
accepted by the �;avc�rninental entity,
Persc�ns �prc�v�id�ix��, services on the pz-oj�c�t (��s�ubcot7t��actcar" in �406,096) - includes �11
pet�sons or entzties perfon�zing a11 c�1- part caf the services the col�tractor has undertaken
to perfatm on the �raject, re�;ardless of whether t11at per�c�n contracted directly with
tl�e contractar and re�ardless af wl�ether that person has employees. T11is includes,
withaut limitation, inc�ependent contractc�r�, subecrntractars, leasing campanies,
motc�r earriers, own�r-operatc�rs, emp]c�yees af any such entity, or emplc�yees c�f any
entity which fumishes persons to provic�le services on the prc�ject. '"Services"" include,
withaut limitation, pravidin�, hauling, ar d��iverin�, equipment c�r materialsr ar
providing labor, trans�c�rtation, c�r ather service relat�d to a project. "Services" daes
not include a�ctivi�ies urrrelated to the proj�ci, such as fc�c��l/beverage vendc�z�s, office
supply deliveries, anc� cielivery crf�orta��ile tc��ilet�.
B. The contractor shall pravi�e covera�e, based on praper reparting af classi�catic�n
cades and payrall atnaunts art�d fili�l� af any overa�;e a�,�reements, which meets the
st�atu�tary requirements r�f Texa� Laba�r Cc�de, Section 401.011(44) fr,r a�l employe�s
aftl7e Contractc�r prcrviding services an t��e praject, to�� ih� duration c�fthe project,
C. The Cantractor n�ust prcrvic�e a certifiGate af cavera�e tc� the �;avernmental entity pric�r tc�
being awarded the contract.
Page 13 of 16
���■ i i
G. If' the �,avera�e p�riaii s��awn an the contractcrr's current c�rtificate c7f cc�verage r�rxds
c3�uring the ���ratic�i� c�f tf7e �rc�ject� thc cc�ntractc7r �m�ust, �ric�r tca the end of t�7e cov�ra�e
��riod, �ile a�new certificate c�f c�avera��;e with ih� ���vern�nenta�] entity showit7g tt�a�t
cavera�� has b�erz extended,
E. The cantractor sl��l1 obtain trom eacl� person praviding se;rvices an a project, anc�
pi-avide ta the gover��rmental entity:
l�) a certificate c7f coverage„ pric�i• tc7 tl�at person l�c�git7t�in�; wcrrl€ on �he prc�ject, sc� th�
�;c�vernmental entiiy will have c�n file ce;�rtifica�tc� crf covera�;e showin� �;overa��
for a11 persans pt�aviding services on the praject; �nd
2) no later than se:veX� days after receipt by the contractor, a new certificate of
cavera�e showin�; extensian c�f eoverage, if the caverage periad shown an the
current certificate of cavera��; encis durin�; th� duratic�n afthe project.
F. The contractor shall retain a11 rer�uirec� certificates of cc�vera�;e for the; duratian af t}�e
praject and for ane year thereafter.
G. The contractar shall notify tl�e gc�wern�nental exatity ir1 writin�, by certi�ied mail or
persanal delivery, within 10 days after the contractor knew or should have knawn, c�f
ar�y chan�;e that materially affects the p�•ovision of coverage of any person providirig
services on the proj ect.
H. The cantractar shall post c�n each prcaject site a natice, in the text, form and mann�r
pre�crib�d by the Texas W�rkers' Carn�ensation C,ai�r�mission, infi�imin�; all �?ersons
providing servic�s an th� praject that they are requir�d ta be covered, and statillg }�aw
a person may vei-ify cc�verage; and re��ort lack af cav�rage.
I, 'The contractor shall cantractua�ly reyuire eacl� pe.rson witt7 wham it contracts to pravide
services an a project, to:
1) prcrvide cc�vera�e, based c�n proper repo�•tin�; c�f classification cocies and payrall
amounts and filixag af any coverage a��reements, which meets the statutory
reguirements o�f Te�€as Labor Code, S�ction 401.411(44) tor all of it�s ein�lc�yees
�rovidi��g s�rvice� on the prc�j�ct, for the duiatian ofthe project;
2) pravide ta the contraetc7r, pric�r ta that perscrn be�;ix�ning work crn th� project, a
certificate c�f c.overage showin� that eovera��;e. is b�ing provided fcrr al1 cmployees
of the persc�Y� providing services an fhe pi-c�ject, for the duratian af the project;
3) pravide t11e contractor, prior to the end of the ccrverage period, a new certificat� of
caverage shc�wing extension of` covera�,e, if tl�c; covel°age peric7d shown an the
curretit certificate c7f cavera�e ends during the c�urati�7n af the prc�ject;
4) obtain from each other persc7n with whc,m it contracts, and prcrvide ta the
contractor:
Page 14 of 16
:F.�:nzl�r.3
a) ccrti�ficat� c�f cc�vc�ra�;c�, pric�r tcr thc otP�i�;�r Y.�ersc��n be�;i�zz�i�i� w��rl�� on the
pr�7j �ct; and
b) a ncw certificate of cervera�,� sl��owin�; ext�nsi�7n af coverage, priar to the et�d
of t��e; cavera�e �rcric7d, if the; caverage periad shown an th�; current
cert�ificate c7�f covera�e ends ci�ur�in�; the c���ratic�n crfthe prc�j��ct�;
S) reta�in all re�uirc�c� ce�rtificates c�f cc�v�rage on file �f��r tihe du�ratic�n of the p�rcrjec�
and fc�r one y�ar thereafter;
6) r7crtify the �avernrnental entity i�� writing �iy certifi�d rnail or persana] delivery,
within l0 clays after the persan knew or s]7c�uld have knc�wn, crf aziy change that
n�aterially affects the pravisic7n c�f` cr,verage of any persan prraviding services on
the proj ect; an�
7) cc�7�ti•actually require �ach person witl� whc�m it cor�tracis, to perfcarm as rer�uireci
by �para���aphs (1) -(7), wit�h tl7e ce�rti�cat�;s crf cc�vera�;e to be pl�avided ta th�
�ersoia for whotn they are providi���; services.
J. By signing this contract ar prc7vidirt�� or cau�in� ta l�e pravided a certificate c�f
caverage, the cantractor is representin�; to the �;overnmental entity that all enlplayees
of'the cantractar whc� will pravide services an the projcct will be cc�vered by workers'
can�pensatian caverage for the duratiozx of the prc�ject, that the c�c7verage will be based
c�Y� proper repc7rtin�, c�f classitication codes ai�d p�y��oll amounts, and that all caverage
a�,�reements will be %lecl witlz th� appropriate insurance carrier ar, in the c�se of a self-
insured, wifh tlz� co��7r��ission's Diuisian of Self Tnsur�nce R�gulatic�n. Prc�vidin�
false or mis�eading informatian may subject the contractar ta administrative penalties,
c�ri�ninal penalties, civil penalties, or other civ�il acticrns,
a. T1ie cantrac;tor's failure to comply with any of these pravisions is a breach cyf
cantract by the contractc7r whict� �ntitles the gc�v�rnm�ntal entity tc� c3eclare fhe
contract vaid if the cantractar c�c�es not re�77edy tlie lareach within ten days after
receipt af notice af breach firoin the governme�7ta1 entity.
•.�� • •
�
I� I. �11r7��,}r1
CONFLICT OF If�TEREST G2UE�TIONNAIRE
For vendor or other persan doing business with local governmental ent
-- _
This questionnaire reflects changes made to the law by H.�. 1491, 80th I�eg., Regular Session
� i �
C7FFICE USE ONLY
This questiannaire is being filed in accardance with chapter 176 of the Local Gavernment Cade by a I aat� �e�����a
person doing business uvith the governmenta�l entity.
By law this questiannaire must be filed with the recards administratar of the local government nat iater
than the 7th business day after the date the person becames aware of facts that require the statement
to be filed. See Sectian 176.006, Local Gavernment Cade.
A persan cammits an pfFense if the person violates Section 176.006, �acal Gavernment Cade. An
offense under this sectian is a Class C misdemeanor.
Name of persan who has a business relationship with local gavernmental entity,
❑ Check this bax if yau are filing an update to a previously filed questiannaire.
(The law requires that you file an updated campleted questionnaire with the appropriate filing autharity npt later than the 7�`' business
��day after the date the originally filed questiannaire becomes incamplete or inaccurate.)
Name of local government affiaer with whom filer has an emplayment ar business relatianship.
f �► �
�lame af CNficer
This sectian, (item 3 including subparts A, B, G& D), must be campleted far each officer with wham the filer has en emplayment ar ather business
relatianship as defined by Section 176.OQ1(1-a), Loca� Gavernment Cade. Attach additional pages #o this Form CIC! as necessary.
A. Is the local gavernment officer nemed in this sectian receiving or likely tcr receive taxable income, other than investment income, from the
filer of the questiannaire?
� Yes a �1a
Is the filer of the questiannaire receiving or likely ta receive taxable income, ather than investment income, from ar at the direction of the
local government afficer named in this sectian AND the taxable incame is nat receiv�d from the lacal governmental entity?
� Yes 0 �1Q
C. Is the filer af this questionnaire emplayed by a corporation or ather business entity with respect to which the local gavernment afficer
serves as an afficer crr director, or halds an ownership of 10 percent ar more?
� Yes � Na
D, Describe each affiliatian or business relationship.
�y,�, � f�' L�7 " �'.G11:�,,
Signature af rsan doing business with the gavernmerrtal entity Date
ndopz�a osFZSizoa�
A�� � CERTIFIGaTE �F LIABN�.�iY iNSURANCE ' °o�n��,� '
��
TI�IS CERTlFICATE IS 155U�D AS A MATTER C}F INF(}RMATiOtJ OhLY AND GOiVFERS �JO RIGNTS I�PON TH� CERFIFICAi� HOLDER. FHIS
CERTIFICAT� DOES NOT A�FIRMA�IVELY Ot2 NEGATIYELY AM�N�, EXTEf�O OR R[.TER TH� C4VERAGE RFF{7i�RED BY TH� POLICIES
B�LOW. THIS CEfiTEFICATE OF 1NSiJRANCE p0�5 NQT �O�[STITUTE A Cf1NTRAC7' g�.T1(JEEN iH� lSSiJING tNSURER{S), AEJTHqE21zE6
REPRESENTRTIVE OR �R�DUCER, A�fD THE C�RTIFICATE NQI.D�R.
IMPDRTANT; if ti�e ccrti#ieate holder is an ADA[TI�NAL INSCIR�D, the policy(ies) m«st fae enc[arsec#. If SUB�t�GAi1qN IS WAIVE�, suuject to
fi�e terrns and conr�itions of it�e pollcy, eeriain po�ieies may eequire an enc�orsement. A stafsmeni on ihis ee�Eificate does nok confer ric�hfs io !he
certi(icate hofQer in Iiea of scich et3clorsemer�f{s}.
PAODUCER py� In.sur�nce Ageiic�' Iric �o��EACr �,i �,�,
kOC�iV�Jc'� BT23iC11 PHOHE ��'�'.L� T�j�.""�� FAx R�.�g�I�} �I'��—�(�
E�.�a.-�----- °
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012 Questions concerning this
acquisition may be directed
DEPARTMENT: Materials Management to Phil Williams at 349-8487
ACM: Bryan Langley ���
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to
execute a Professional Services Agreement by and between the City of Denton, Texas and Blacic
& Veatch, Inc. for electric design and engineering services for a relay coordination study
incident to the Denton Municipal Electric Transmission System; authorizing the expenditure of
funds therefor; providing an effective date (File 5089-in an amount not-to-exceed $564,000). The
Public Utilities Board recommends approval (6-0).
FILE INFORMATION
With a transmission and substation Capital Improvements Plan budget exceeding $200,000,000,
it is necessary for Denton Municipal Electric (DME) to utilize consulting engineers extensively
for proj ect development, design, assistance with preparation of procurement documents,
constniction management and constniction inspection. A detailed description of the services to
be provided by Black & Veatch is included in the Public Utilities Board Agenda Information
Sheet (Exhibit 1).
In accordance with Texas Local Government Code 252.022, the procurement of professional
services is exempt from the requirement of competition based selection. The City of Denton has
previous successful experience with the recommended firm, and has elected to not seelc
qualification based competition for these identified services.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On October 22, 2012, the Public Utilities Board recommended approval to forward this item to
the City Council for consideration.
RECOMMENDATION
Approve a Professional Services Agreement between the City of Denton and Blacic & Veatch,
Inc. in the not to exceed amount of $564,000.
PRINCIPAL PLACE OF BUSINESS
Blacic & Veatch, Inc.
Overland Parlc, Kansas
Agenda Information Sheet
November 6, 2012
Page 2
ESTIMATED SCHEDULE OF PROJECT
Services to be performed will begin upon Council approval and will continue until the
completion of the project as defined in the Professional Services Agreement.
FISCAL INFORMATION
The charges for the work performed under this contract will be funded from individual project
accounts and from the maintenance and operating budgets. The costs associated with
transmission projects will ultimately be recovered through the Public Utility Commission
Transmission Cost of Service Program (TCOS).
EXHIBITS
Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits
Exhibit 2: Public Utilities Board Draft Minutes
Respectfully submitted:
� ��
�
Antonio Puente, Jr., 349-7283
Assistant Director of Finance
1 =AIS-File 5089
AGENDA DATE:
DEPARTMENT:
ACM:
SUBJECT
Exhibit 1
PUBLIC UTILITIES BOARD AGENDA ITEM #3
AGENDA INFORMATION SHEET
October 22, 2012
Utilities
Howard Martin, 349-8232 �
Consider recommending approval of a professional services agreement with Blacic & Veatch
Corporation, with its corporate office at 11401 Lamar Avenue, Overland Parlc, Kansas, for
design and other engineering and related consulting services for CIl' proj ects, for operational
technical support, for protective relay system design and review, and for NERC compliance
consultation and support for Denton Municipal Electric in an amount not to exceed $564,000.
BACKGROUND
With a transmission and substation CIl' budget of over $200,000,000, it will be necessary for
Denton Municipal Electric (DME) to utilize consulting engineers extensively for project
development, design, assistance with procurement actions, some aspects of constniction
management, and constniction inspection. Engineering, proj ect management, and constniction
monitoring will amount to approximately 15% of total proj ect cost. DME also requires the
support of consultants for assistance with continuing engineering review of protective relay
system settings and performance and completion of certain evaluations and documentation to
satisfy NERC standards. It is not reasonable or practical for DME to have staff in the numbers
required to perform the work and to cover the broad range of disciplines necessary to address all
the CIl' projects. Using outside engineering resources is an efficient and reasonable method for
obtaining the temporary and broad range of specialized services needed.
Transmission line routing or site selection and engineering design are the first activities that must
be completed for any project and, along with land or land rights acquisitions, largely determine
the schedule of a project. For substation site selection, three or four location options per project
will normally be required. These options must be fully evaluated and proven to be viable. Cost
estimates and benefit analyses must be completed for each option to allow comparison. With
numerous station proj ects planned in the next five years, the amount of preliminary engineering
worlc that will be necessary is significant. To complete projects contained in the CIl' on time,
substation site locations and transmission line routing must be determined no more than about
two years into the five year period to allow sufficient time for land acquisition, design,
procurement, and constniction. The compressed time for determining project sites underscores
the need for retaining a consultant that can dedicate the needed time and resources to the process.
AIS — PUB Agenda Item #3
October 22, 2012
Page 2 of 4
DME proposes to contract with Black & Veatch to support the site identification process. This
will include developing several worlcable options for each project that details costs, benefits,
limitations, and a detailed site plan. DME selected Blacic & Veatch after interviews with four
engineering firms. Blacic & Veatch develops over one hundred substation projects annually.
They also have completed all of TNIl'A's substation designs for several years. TMPA's
assessment of their worlc was that Blacic & Veatch were among the best they had used. Further,
DME engaged Blacic & Veatch and one other firm early in 2012 to prepare preliminary site
options for the Pocicnis reconstniction proj ect. The Blacic & Veatch plan input addressed the
constraints and needs more adequately. In addition to providing the input necessary for the site
selection process, Black & Veatch will fully develop the site final site plan for each substation
project once the selection process identifies the site. This site plan will serve as the starting point
definition for the substation design. DME standard substation design elements will be used.
DME also has a continuing need for review of transmission system protection settings and
schemes. Certain NERC standards require analysis and documentation to provide evidence of
compliance with performance criteria and coordination with neighboring utilities. This analysis
is highly specialized. Blacic & Veatch has completed such an analysis for portions of DME's
protective relay system and has completed documentation for one NERC standard. This analysis
must be extended to cover all of DME's transmission stations. Black & Veatch has completed a
similar study for TMPA. Since DME interfaces with TMPA at six transmission line terminals,
and relay settings between utilities must be coordinated (NERC requirement), the best approach
is to let them complete the study for all DME facilities as well. The analysis that Blacic &
Veatch has done for DME up to this point has been excellent. The worlcing relationship that has
grown out of that effort has been very good. The types of documentation and analysis that has
been done must be updated each time a new station is placed in service. It is planned that Blacic
& Veatch perform this service over time as new stations are completed.
DME has an existing contract with SGS Engineering to provide protective system designs.
Blacic & Veatch completes relay designs for the large number of substation projects they
undertalce each year. With the volume of work that will be required to complete the proj ects in
DME's CIl', and the extensive experience that Blacic & Veatch has gained, DME believes it
pnident to have them participate in the system protection design area as a support for SGS. The
effort required will be extensive over the period of this CIP. The two companies bring very
complimentary expertise to the process. Having both involved will add synergy to the
engineering design effort.
From time to time, DME will require consultation, need analysis, or need documents prepared
for TRE or NERC reports related to system protection (other than that mentioned above). An
example would be if there is a failure or misoperations of a protective system, extensive analysis
and reporting is required. DME proposes to allocate an amount for this contract to obtain
assistance for items such as this on an as needed basis.
As with any design effort, it is not possible to predict the exact need; therefore, an amount has
been included that will allow DME flexibility in obtaining other technical services for
operational and project design requirements on an as needed basis.
AIS — PUB Agenda Item #3
October 22, 2012
Page 3 of 4
The contract has been stnictured to be billed on an hourly rate for services rendered. The amount
the contract was arrived at by estimating the hours needed and applying the rates for lilcely
participants. This is the best estimate at this time. The information is included in detail in the
proposal attached to the proposed contract and summarized in the following table. The estimate
is based on the projects and activities that DME believes will be undertaken at this time and is in
accordance with the CIl' and other lcnown requirements. Changes in priorities, unforeseen
requirements, or changes in approved proj ects could alter the proj ects undertaken and
engineering support required.
Table 1
Exhibit 1 is a copy of the proposed contract. Black & Veatch's proposal is Exhibit A attached to
the contract.
OPTIONS
1. Recommend approval.
2. Not recommend approval and direct that other actions be taken.
RECOMMENDATION
DME recommends approval of the proposed contract with Blacic & Veatch.
ESTIMATED SCHEDULE
Project and study efforts will begin immediately upon approval by the City Council.
AIS — PUB Agenda Item #3
October 22, 2012
Page 4 of 4
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
There has been no prior action related to this contract; however, the proposed contract is
consistent with project information detailed in CIl' and budget presentations.
DATE SCHEDULED FOR COUNCIL APPROVAL
November 6, 2012
FISCAL INFORMATION
The charges for worlc under this contract will not exceed $564,000 and will be funded out of
amounts budgeted for specific proj ects and from the maintenance and operations budgets for
non-proj ect items. A significant amount the worlc proposed will be in the transmission category.
These costs for transmission proj ects will ultimately be recovered through the Public Utility
Commission transmission cost of service program (TCOS).
BID INFORMATION
Texas statutory law provides that procurements for professional services are made in accordance
with the "Professional Services Procurement Act" (professional services may not be bid). The
provisions of Texas Local Government Code, Section 252,022(a)(4) provide that procurements
for professional services are exempt from the requirements of competitive bidding.
EXHIBIT
1. Proposed Professional Services Contract
Respectfully submitted,
/' ►1
r- .� ✓
Phil Williams
General Manager
Denton Municipal Electric
Prepared by:
Chucic Sears
Engineering Division Manager
Denton Municipal Electric
1
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Exhibit 2
DRAFT MINUTES
PUBLIC UTILITIES BOARD
October 22, 2012
After deternuning that a quonim of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, October 22, 2012 at 9:01 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present: Chairman Dick Smith, Vice Chair Billy Cheek, Phi1 Gallivan (9:05),
Barbara Russell, Leonard Herring, Randy Robinson and Li1ia Bynum
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING:
CONSENT AGENDA:
3) Consider recommending approval of a professional services agreement with Blacic & Veatch
Corporation, with its corporate office at 11401 Lamar Avenue, Overland Parlc, Kansas, for
design and other engineering and related consulting services for CIl' proj ects, for operational
technical support, for protective relay system design and review, and for NERC compliance
consultation and support for Denton Municipal Electric in an amount not to exceed $564,000.
A motion to approve item 3 was made by Board Member Cheek with a second by Board
Member Russell. The vote was 6-0.
Adj ournment 10:14am
ORDINANCE NO. 2012-
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND
BETWEEN THE CITY OF DENTON, TEXAS AND BLACK & VEATCH, 1NC. FOR
ELECTRIC DESIGN AND ENGINEERING SERVICES FOR A RELAY COORDINATION
STUDY 1NCIDENT TO THE DENTON MCTNICIPAL ELECTRIC TRANSMISSION
SYSTEM; AUTHORIZING THE EXPENDITLJRE OF FLJNDS THEREFOR; PROVIDING AN
EFFECTIVE DATE (FILE 5089-1N AN AMOLJNT NOT-TO-EXCEED $564,000).
WHEREAS, the City Council deems it necessary and appropriate and in the public
interest to engage the engineering firm of Blacic & Veatch, a Corporation, located in Overland
Park, Kansas (`B&V"), to provide the City with professional electric design and engineering
services pertaining to B&V's work in support of the city's capital improvement plan regarding a
relay coordination study incident to the Denton electric transmission system; and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the hereinabove described professional services by Denton Municipal Electric, and that
limited City staff cannot adequately perform the specialized engineering and other professional
services and taslcs, with its own personnel; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act," generally provides that a city may not select a provider of
professional services on the basis of competitive bids, but must select the provider of
professional services on the basis of demonstrated competence, lcnowledge, and qualifications,
and for a fair and reasonable price; and
WHEREAS, the City Council hereby finds and concludes that B&V is appropriately
qualified under the provisions of the law, to be retained as an engineering firm for the City and
for its department, Denton Municipal Electric, respecting this engagement; and
WHEREAS, the City Council has provided in the City budget for the appropriation of
funds to be used for the procurement of the foregoing professional services, as set forth in the
"Professional Services Agreement;" NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitations contained in the preamble hereto are tnie and correct and
are incorporated herewith as a part of this Ordinance.
SECTION 2. The City Manager is hereby authorized to execute a"Professional Services
Agreement for Engineering Services for a Relay Coordination Study Incident to the Denton
Electric Transmission System" (the "Agreement") with the engineering firm of Blacic & Veatch,
Inc., a Corporation, in the amount of not-to-exceed $564,000, for professional design and
engineering services pertaining to the interests of the City and of its electric department, Denton
1
Municipal Electric, as hereinabove described, in substantially the form of the Agreement which
is attached hereto as Exhibit "A" which is incorporated herewith by reference.
SECTION 3. The award of this Agreement is on the basis of the demonstrated
competence and qualifications of the firm of B&V, and the ability of B&V, to perform the
professional design and engineering and related services needed by the City for a fair and
reasonable price.
SECTION 4. The expenditure of funds as provided for in the attached Agreement is
hereby authorized.
SECTION 5. This ordinance shall become effective upon its passage and approval.
PASSED AND APPROVED this the day of , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�� �
___ �' �,,��
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BY:
2
MARK A. BLJRROUGHS, MAYOR
� �,����.���. _
s�r�rr�, a�� ���,x�,s �
ca�.�r�TV r�r r��;r��ror� �
I'ROFF;SSIONAL SERViCES AGR:EF,MENT
FCI:� ENGI1`�F,ERING SERVICES
Ii�iCIDF.NT T1� Tt-IE UENTON FLECTRIC T12A1'��"MISSION SYSTEM.
THIS ACiI�EE;MEN'I� is made �nd entered inta as af tl�e � r�ay af , 2012,
by at7d between the City c�f Den:tc�n, PI,exas, a Texas ���unicip�l cc�r�aratioy�, with its principal
of�ce at 215 Ea�st N1cKir�ney �treet, I7entan, Dentan Coun�y, Texas 76201, l�ereinaf'ter called
`"OWNFI2" anc3 F31ack & Veatch Corporaticrn, witl� its corporate oif�ce at l 14Q1 I.�amar Avenu�,
Overla:nd Park, Kansas 66211, hereia�after called "CONSULTAN"I'," acting her�in, by and
througl7 their duly aL�thorized representatives.
WITNESSETH, that in cansideraticrn af tl�e covenants a.nd agreements he�•ein cantaineci,
the part�ies t��reto do mLrtually ag��ree as follows:
AI2TICLE I
EMPLOYMFNT C1F CCINSULTAI"�'�
The C1WN�ER. herek�y cantracts with �the CC)I'�15U�LTAI'��"I', as an indep�ndent ca�ntractar,
and tl�e CQI`JSUIaTAi�lr[, here�iy ��;rees ta perfor��r t17e sei��ices hereirr in cannectian with the
Prc�,ject as stated in the sections ta tc�llaw, with dili�ence and in accc�rdance vvith the professional
standards c�astatnarily obtair�ed for such services in the State c�f'Texas. The professic�nal services
s�t c>ut t��rein are in cc�nnect�ian with th� fc�ll��wing described �project;
The Project sha11 meatz the engineering services for tlae C)W1'�(ER's transtnissic�n syste�n.
�. � 1
Th�, GON�SULTAN�C sllall perfc�r�m the �fc�llowin�; services in a profess�ianal manner:
A. Tcr �erfiorm all thase scrvices set farth in CC7NSUL°1'Al'�1T's pra�osal attached hereta as
Fxl�ibit "A" and ir�corpc�r�ted by reference as if set forth fully hereir�.
�� � ���� � �.� � .
B. l:t there is a��y contlict between the tertns c�f this t��ree���ent and the exhibits attached to
this Agreernent, the terms and ccrt�diti�ns af this �,�reem�:n:k will control �ver the tertns
and conditic�ns of the �tY.ach�d e�xhi�bits.
agreed.
ARTICLE IlI
ADi)TTIC)1"�IAL SERVICES
Additional services for t��e Project r��ay be perfarmed by t}�e CONSULTANI', if mutually
ARTICLE IV
PERIC►D OF SEI2VICF.
'1�l�is A�reernent shall �iecome e1°fective upan �a�ecutic�n of this Agreetnent by the
OWNER. and the CONSCJI�TAN"T anr� upo�t is�ue af a notice to proceed by tt�e OWNER, and
shall reynaii7 in force for the �erioc� wl�ich may reasc���ably be r�quirec� for the completion of the
Project, inclt►ding Additional Services, if any, and any r�c�uirc;d ext�nsfons approved by the
(JWNLR. '�his A�;reement may be soaner tertni�aateci in accard�nce with tl�e pravisions hereof.
The CUNSUL,TANT sha�l make all reasanable �ftarts tc� cr�mplete the services set ior�th herein as
expeditiously as possiblt ar�d tc� meet the scheclule established by the C�WNER, actit�g through its
City Niar�a�er or his desi�nee,
ARTICLE V
CCIMP�NSATIfJI"dT
A. CClMF'ENSA:IryI(Jl'tl TI;R11!IS:
"Subcantract Fxpense" is detinec� as expenses ir�eurred by the C(7NSC7LTANT in
etrr�layn�ent of c�ther� i7� outside tir►�rs for s�ervices in the nature crf
N/A •
2. "Direet Non-Labor Faxpense" is de�ned as that expense fcar any assi�nzrrent
ia�curred �ry �the; GUNSLJI.,TAS�fT for supplies, transportatic�n and equipment,
travel, communicatiot�s, subsistence, and lad�in� away from home, and similar
incidental exp��7ses in connection wi:th that assi�,nrnent.
B. BILLINCi A�ND P�YMEI`d"T: For atzd in cax��ide�ratio�n of'the praf"�ssior�al s�rvices tcr be
perfar�ned by the GONSULTANI" herein, the OVl'NER agrees ta pay, based on the cnst
estimate detail at an hcrurly rate shown in Exhibit "C'° which is attached hereto and is
incorporated by r�ference as if set farth fully in this Agceement, a tc�tal fee, includin�
reimbursement for direct na��►-labor expenses not ta e�c�ed $564,000.
Partial payments to the CONSUL°T'ANT will be yn�de on the basis of detailed mcanthly
statements rendered ta and a�proved by t1�e OWN�R thr•ough its City Mana�er ar his
Page 2
�, _
i
de;signee; how�;ve�r, unc�er �r�o circu�nstar�c�s st7a11� �ny mc�nthly st��at�eme�nt f�r services
exceed the value of'the w�rk pe�°formed �t the time a statement is rendered. In the event
OWI'�IEFZ disputes any invoice item, OWNEEt sl7all �;ive CC7NSU[.,TAI'�T' written natice
of such disputed item withir� twet�ty days af`ter receipt of` such invc�ice and shall pay ta
CC7�NSUI.,�C"Al�fT the ut�dispr,ited partion af the invr�ic� accr��•ciing %c7 t}7e provisio�ns l�ereo�r.
Notl�ing cc�t7tained in tl�is Article shall require the ()WI'�dE:R to pay fc�r any wcark which is
uns�tisfactory, as reason�bly deter�r�i�7ed by tl�e City Manager or his desigt�ee, or which is
t�ot submitted in ccampliance with the terms of this A�reement. The OWN�,R shall not be
rec�uired ta rt�ake �ny payments ta the CC7%1S1JLT�,N7" when the CC)I�dS[JI,TANT is in
default under this A�reement.
It is specifically understac�d and ��reed that the COI�ISLILTANT shall not be aufharized
ta undertake any work pursuant to this Agreert�ent whic�� waulc� require �dditiot7al
payrr�e��ts by th� (7WNER. for any ch�r�e, e�pense, c�r reimbursement abave tl7e
maximum nc�t to exceed fee as stated, without tirst havir��; c�btained written au:thariratian
from tlxe OW]'�fEEi. Th� C(7NSl.JL'1'�IvJ"I' shall nc�t �roceed to perfc�rm the services �isted
in Article III "Addi:tional Sc;rvices,,' without obtaining �rior written autho��izatian fram
the C1WNEl2.
G. AL717ITIONAL SEFt.VIC'ES: F'or additic�nal services a:ut}�orized in writin� �y the
CiWN�ER in Article IIT, thE C;(7N�i..JL'I'AI"�J't' shal� �e �aid bas�d c�n the Sched��le of
Charges at an hourly rate shown 'rn Exl�ibit "C." P�y�nents f'r�r additional services shal�.
be �ue a��d payable upr�n su�missic�n by tl�e CONStJLTA3'�T, anr� shall be in accorc�ance
with subsectian }3 h�rec�f. Statements shall nat be sr:ibrnitted mare frequent�y than
mc�nthly,
D. PAYMEIr1�i': If'the OWNE;R f`ails to i��k�, undisputed �aym�nts due the CCINSULT'AN7�
for services and expens�s within tl�irCy (3(J) c�ay�s at'ter rece�ipt �f tlle CC7I`�I�SUI�TAIwIT's
undisp!u�ter� stat�m�nt� ther�c�f, pro�Y�pt pay��ne;nt act interest as set fc>rth in Ghapter 2251 of
the Texas C�vern��nent C�c�de sl�all be �aid e�n the arnaunts due tt�e CCINSULTANT. In
a�dition, the CON�SU�LT�N�T may, if it has not rec�eiv�d payment by th� thirty-first (31�`)
d�y af`ter receipt af �aymer�t, after �;�ivin� ten (10) days" w�ft�ten n�tice to the OVI�NER,
suspe��d services under this A�;reem�nt until tt�e CUNSUL'TANT has been p�id in full a:ll
amounts due far services, expet�ses, and char�es, pravidec�, however, nathing herein shall
require the OVVNER tc� pay prc�mpt payment act interest if` the OWNEIZ has a bona fide
dispute with the COi'��SULTAN'I" cerrrcecning the payme��t or if the� OWNER reasanably
deter�mi�x�s that the wc�rk is �►nsatisfactary�, ix� accordance with this Article V,
"Cotr�pensatian."
ARTICLE VI
OBSFRVATICIN AND REVIEW CJF THE WORK
"i"he CONSULT�INT will exercise reasanable care and due diligence in discavering and
proirrptly r�po�r�ing tc� the C7W�1'�E;R any defects ar deticier�cies in t��e worl� af the
CONSULTAI'�iT ar any subcontractars ac• subconsultants.
Pa�e 3
prm�mwwaa�a�.w� a,�,� �.��,��,�, .�,� �. ,� _ .
yl II I IIIIIIII I I I
� ' I�. I EI ���� �� fi1��1� ►I �
All dr�cument�s prepa�r�ed c�r furi�ish�d by the GC)N�LJL"I"ANT (anc� CCI�NSUL'�CAN�C's
stiabcontractors ar subconsc�ltat�ts) pursuant tc� t}�is �greement are instruments of service, and
sha11 became the property of the OWNE;R �hen CCJNS1:Jl..�I"�l�d"I" has been campensated for
services rendere� 'T`he COI�ISUI�,"T�N'I" is entitled to retain copi�;s af all such documents, "The
documents prepared and f�arnished by the GONSULTAN"C" are intende,d c�r�1y to be applicable ta
tlris Project, and OWNER's use af these docur��ents in c�ther prc�jects shall l�e �xt ()WNE�'s sale
risk at�d ex�e�ase. In the evcnt thc C)4VNEI2 uses at7y of the infar�nation ar rr�aterials develaped
pursuat�t to tl7is �gr�e.zn�nt in �nott��r �roject c�r fc�r c�t�ler pc►r�pas�;s tl�az� speci��ed herein,
C()NSUI.,TAN1� is releascd f:t•am any and alt liability rel�tin�; tc� their use in ttYat praject.
Notl�ing cantained in this A1-ticle shall t�e cc����truecl as �imitin� or depriving C;ONSUL'CANT r�f
its rights tc� use its basic knowled�;e and skills to design c�r carry c�ut other projects crr wark far
itself or others, whether ar nc7t such e�ther projects ar work are sirnilar� to t}�e Project.
Rights ta intellectual prr�perty develo�ed, utilized, or nac�dified in t17e perfar•mance af the
services shall re�nain the p�•a�aerCy of CONSLJLT�I�IT. C()NS(JLr[,AN1� hereby grants to
OWNFR an irrevacable (�xcept in the ev�nt af' a breach c�f tt�i� lic�n��), nc�nc�xclusive;, royalty-
free lice��se tc� utilize GUNSUL'I"�.N"I,'s pro�riwta�y property prcrvided ta OWNER as part c�ithe
services to the extent necessary for the constru�tion, operatian, �naint�;nance, repair, ar alteratian
of th� facilities, pravided �Chat CJWNER shall not us�, or dist�ribut�e to �tl�ers, any CCINSUI.T'AN�"��
statemen:t or apinic�n fcar the purposes af' a prc�spectus, c�ther investment tneniarandum e�r
�nancin� dec�isian, except vvit}� C(JNSUI:�rCANT's pri�r written cansent, which shall not be
unreasona�ly withheld. OWNER shall nat �cquire �ny ri�hts to any af CC7NSUL"T"ANT"s, its
subcantractars" ar vendors' praprietary ca7��pL►ter �c�t'tware that tnay be use� in can►�ection wit1�
the services except as m�y be separately agreed.
• ���i��
( `� , `� �I�IM, II�II�IIIIIIIIII ���lI�IIIII � y �
117 A�"� ■
COT�ISCTLTANT siaall provrde services tcr (7WNER as an independent cc�ntractor, a�ot as
an emplr�yee c��f t:he OWN�EF�.. CONS�UI.�T�AI`�tT sh��ll not l�a�ve ar claim any ri�ht arising fcarn
employee st�tus,
AIi,TICLE IX
INDEMI�IITY AGREEM:EI`�T
The CC�NSUI,TANT s��all indemnit� and save ane� h�ld harmless the �WNER and its
o�fficers, a�ents, ar�d emplayees f�orn a�d ag�ainst any �nd all lia�rility, claims, demands, darnages,
losses, and expe�7ses, i��7cl��dit7�, but� rrc��k limit�d t�c> co����t costs and reasonable attorney fees
incurred by the CIWNFR, anel includin�;, without limitation, damages fc�r bc�dily injury, death and
th�ird pa�rty prope�rty damag�, tc� tl��, e�tent resuliing from the �ne;glig�c;nt acts or arnissia�ns c�f the�
Page 4
w ������,�. � �,,� _ �, � . w. .
GON�SULTANT ar its of�tic�rs, sharehold�rs, a�;�;nts, or �trtployees in the exec���tion, crperatian, or
perfarmance c�f this Agreeme��t.
Nathin�; iz7 this A�reement shall be canstrued tc� creat� a liability ta any �erson who is nat
a party to t1�is ��;reement, an� nathing hereir� shall waive any af tlae p�rties' defenses, bath at
l�w or ec�uity, to any claim, cause af actian, or liti�atic�n file� by anyane not a�arty to this
Agreetnent, includin� tlle defense af' gover��n�ei�tal in�munity, which defenses are hereby
expressly reserve�.
�RTICLE X
INSU12A1'�1CF
L7c►ring the perfc�r�nance af the ser•vices under• t1�"ts A��°�ement, C�i`JSULTANT shall
maintait� the fallr�wing ins��rance witl� an insu�•ance campany licensed ta dc� business in the State
crf"T"exas by t�ze State Insurance C;or�nmiss�io�n r�r any succes�or agc��ncy that Izas a r�atiY�g �wit�1 Best
Rate Carriers c�f at least an A- oz- above:
A. Co���prehe��sive Gene���l Lia�rility Insurance with �r,dily injury limits of $500,000 for
each accurret�ce a�7d $�SOO,OQO in the ag�;regate, a»d witl� praperty dan�age �imits c7f'
$100,()00 for each c�ccurrence and $1C►0,000 in tl�e aggregate.
B. Automobile Liability I:nsurance with �,odily injury Ii�nits at` $500,000 far each persc�tl and
$500,000 tor each �ccident, and wi�tl� �rope�rty darna�e limits of $100,000 �tor eac��1
accident.
C. Wor�er's Campensation Insurance in accordance witt� statutory requirements, at�d
Employers' Lialaility lr�surance with limits of $100,40Q for each accident.
D. P'rofessianal Liabi�ity Insurat7c� wi�t��h limits c�f'$�1,00p,C1t�0 annual a�;�regate.
E. The CONSULTANT sl�all furnish i7�surance certiticates at the OW1�fER.'s request tc�
�vidence such covel-ages. T11e insurance polic�ies shall name the OW"I�IER as an
additional ins�,�r�d a�n al1 sL�ch polir.ies, and s�h�ll cantain � pravi�ian i�iat such in�urance
shall not be canceled without thirty (3Q) days' priar wt�itten ncrtice tc� OWNER and
Ct�N�SLJLT�l'�T. In such event, tl�e C�UI�ISCIL,1"AN��" sh�ll, prior to the ef.`fective date of
the car7cellation, serve substitute policies furr7ishin� tl�e same covera�,e,
PI'he pa.rties hereby waive all clair��s far praperty dama�e, and shall5 to tt�e extent pc�ssible, rec�uir�;
their insurers te� waive subragatian rights a�ainst the c�ther party under any applieable policy of'
praperty insurance.
ARTICLE XI
ALTEI2NATE DISPUTF RESOLLiTItJN
The parkies rnay agree ta settle any disputes under tl�is �A�;reement by suh�nittin�; the
c�ispute tcr ��nediatic��n. Na rr►�diation arisir�� out af or 1�elati�7�; t�o this A�reement �nay prc�ceed
witl�aut the agreement af bath parties to submit the c�isput� tc� mediation. The lacation far t��e
Pa�e 5
mediation shall be the C�ity of Denior�, I�e�nio��x C�ounty, T'���as unless � di�ffe�rent location is
agr�ed ta by the parties.
ARTICLE XTI
TEI2MINATIC)I�I CJF AGRF,EMENT
A. Nc�twithst�nding ai�y other pravisian of t;his Agreem�nt, either party may terminate by
�;ivin}� thirtY (30) days' adv�l�ce written nc7tice tc� tl�� other p��rty.
L�. 'i'his Agreement �na� be ter�ninated in whole or in �.�art i� the evc;�nt of eit��er party
sii�stantially failin�; tc� fi�l�ll its af�li�aticrns und�r this ��ree��nent. ?�Io such terminatiata
wiil be affected unless the otl�er pa,rty is ��iven ( l� wr�itten n�ticc (de�livered by cert�if.�ied
mail, ret��rn receipt rec�uested� af intent to te,rinit�at�; and setting fc�rth the reas�ns
specifyin�, the not�-pe,rformatYCe, and, if ot��er th�n �aan-�ayment of' ce�m�ensation, nc�t
less than thirty (30) cale�xda�° days to commence to cure kh�, failure; and (2) an appartunity
fc�r consultatia�z witl� the terminating party pric�r to termin�tian.
C. If the Agrecme��t is t�rminated pric�r to campletion �f the services to be pravided
hereuncier, CON5LILTANT shall imn�ec�iately cease all services and shall render a final
bil� fc�r services ta the OW1�1ER within thirt� (30) days aft�;r t}�e date af'terminatian. �I'he
(7WTrdER shall pay C'ONSUi�"I,AN'T' for all services prcrperly rendered and satisfactorily
performed and for r�imbursable expenses tca termination incurred pi•ic,r to the date of
terminatian, in accardance with Article V"Compensation," Should the CIWNER
subseq��et�tly cant►•act with a new ccrnsu(tant for th� cc�ntinuation af services on the
Project, CC7NSU�L,TAI�f"C sha�ll coo�erate in }�rc7vi�in�;� informatian. The COT�1��"I.IL"I'ANT
st�all turn aver all docutnents pre�ared or fi�rnrshed by Ct�C�1SULTANT pursuai�t ta this
Agreement to the C1WN�;R c�n or befare the date c�f t��•mit�atian, laut may main:tain capies
af such dc�cuments for its ��se.
AIiT]CLE XIII.
I2ESPCINSIBILITY FClR CLAIMS AP�D LIABILITIES
Approval by the OW]'�JEEi shal� not canstitute, t�crr be deemed a rel�ase af the
respansibility and liability c�f the C;fJ1�1SiJLTANT, its emplc�yees, associates, agents,
subcontracto�•s, and subcol�sultants Eor the accuracy at�d competency af their designs or c�ther
wark; nc�r sha(l sr.�ch approval be deemed tc� be an assutnpti�i� of' such r�sponsibility by the
OWNER for any defect in the design crr ather work prepared by the COf�1SULTANT, its
employees, subcantractars, agents, and consulta��ts. CC)NSULTAN'�' retains desi�n
responsibility and liability at a11 times durin�; this �greement and after campletian af this
Agree�nent durzng the W�arrant�+ F'eriod. C'O�NSLTLT�N�T warra�nts th�t it wi�11 p�rfonn �the
services in acco��dance with the standarcis of' care and dil3�ence normally �racticed by recagnized
engineei�in�; tirms in perfc�rming services af a similar nature in existence at the time of
perfcrrrna:nce af the services. IfT during the c��1e, y�ar pc.ricrd 1i�Tlawir��,� cc>m�letion of the servicr�s
("Warranty Pericrd"), it is shown ther� is an errar in �the services caused solely by
Pa�e 6
sw�uu ��� , �..,�, � �_ �. __ ,
CONSULTANT's failure tc� meet scNCla standa�rds and OWNEIZ lias natific.d CO�ISULTANT in
writin� of a�ny such ea�ror� wiihiy� ihat peric�ci, CON�LJL'�"ANT �hall re-perfa�rm, a�t na additiar�al
cost tc� (JWNER, such serwic�s wii�hin the t�ri�inal sco�pe a�i' servicea as rrray �be necessary to
remedy such �rrar.
COl'�SUL"CAl'�1"I" shall ha�ve na liability for detect� in �E�hc services attributab��e �tc�
CONSULTAN'I�'s relia»ce c�pon c7r use of' data, design criteria, drawings, speciiicatians, or ather
informatic�n fur�nrshed by OWNEI� ar other third parties retained by OWNER,
Since CONSllLTAI'�f"T' has na cc�ntral over the cost caf l�t�a�•, materi�ls, c�r ec�uipment
furt�ished by others, c�r over tl7e r�sources pr�vided �ry rat�hers tc� meet ccrnstructioz� sch�.dul�s,
CONSL1LTAh1T's opi��ic�n af �robable co5ls anc� of constructic��� schedules shall be m�c�e on the
bas�is af experie�ncc and quali�licaii�ns a� a�rafe�sional en�;i��eer, GC7N�SU�LTAI'�1'I" does not
guarantee th�:t p��opasals, bids, c�r act�ial cc�nstr•uctior� costs will not vary from CONS[JLTAN�I''s
cost e�timai;es ar tihat actual schedr.�l�s will not �v�ry �t�arn �CO�d�U�LTA�N"I''s pr�j�ctcd schedu��s,
The abli�;atiat7s ar�d representation� cc�ntained ixx t�his �rticle XIT1 az•� CON�SULTAI'�iT's
sale warranty and �uarar►tee ahli�ations anc� (JV1dNE;R's exclusi:ve remedy in respect af quality ot
the services. EXCEPT A.S PROC!IDED IN THIS ARTICLE, CONSULTANT MAKES NO
OTHER WARRANTIES OR GUARANTEE'S, E�FRES�5" OR IMPLIED, /tEI,ATIIVG TD
GONSULTANT'S SERVCCES AND CONSULTANT DISCLAIMS ANY IMPLIED►
WARRAIVTZES OR WARRAIVTIES IMPOSED BY LAW INCLLTDING WARRANTIES OF
MERCHANTABILITYAND FITNESS FOR A PARTI"CULAR PURPOSE.
ARTICLE XIV
N4T[CES
A1L r�otices, cc7m�7�unicatians, and repc>rts required ar permitted under this Ag�°eemen:t
shall be personally delivered or mai]ed ta the respective parties by depositin� sa�7�e in the United
States mail ta �the address shown below� certifi�d mail, r�t�ur�� �•�ceipt �reqraeste�ci, L�xiless ath�rwise
specified herein. Mailed �7at�ic�s shal� be c�eerned co�rnm�rnic��t�d as af`thr�;e (3) days" maili�7�;:
To CC7NSULTA]`�IT:
Black� &� Veatch Gorporatic�n
Attn; Laegal Department
11401 Lamar �venue
Overland I'arl�, K��tlsas 66211
1'o O�NE;R;
City af Dentcan, Texas
City Ma:nager
2l 5 E;ast McKinney
I7entan, �Cexas 76201
All r�otices shall be deemed etf�eciiv� upc7n receipt by the party tcr whom such natice is
giv�;n, c�r withit� three (3) days' �mailin�.
Ai2TICLE �V
ENTIRE AGRF.F.MEI'�T
�'a�e 7
7'}�is A��reerne�nt, consistit7g of l2 pag�es a.nd 3�xl7ibit(s), constitutes the complete and
�nal expressian af the agreement oF the parties, a�ad is intended as a compleke and exclusive
staternent c�f the terrr�s af their a�;reements, and supersedes all prior cc�nteanporan�;aus aft'e�-s,
pramises, re��resentations, negc�tiatic�ns, discussicrns, ccrmmur�ications, and �gree7nents which
may h�ve ��;en t�nade in co��nectic�n wit�� �the subj�,ct m�t�ter ��erE.��f.
AR'TTCLE XVI
SEVF,RAH�ILITi'
If anv provisian af this Agree�nent is fc�unc� ar deemed by a caurt af cc�mpetent
ju�•isdiction ta b� invalid ar une►�fcarceable, i:t shall be cansidered severable fram the remainder of
this Agreeznent and shall ncrt ca:use t�re rc�mainder to be invalid or unenforceable. ln such ever�t,
the parties sha�ll refarr� tl�is ��;ree,tr�ent to replace sucl7 �t��•ick�n pravisicrn with a valid and
enforc�able provisiari which ccrtnes as close �s pc�ssible to e�pressin�; the intention ofthe stricken
prav'rsion.
ARTICLE XVII
COM:Y`LIAT'�iCE WITH LAWS
The CONSUI.rt"�NT shall cc7m�ly with all feder�l, state, anc� lacal laws, rules,
regulatians, and ordinances applicable to the wa�•k cave�•ed he:reunder as they may nc7w read or
l�ereinaft�r l�e amendeci.
ARTICLE XVI[1
DISCRiMiI"�tATIC)N PROHIBITF.D
[n perfc�rming the services required l�er�under, the CONSULT�NT sha�l nc�t discriminate
against any persan on the basis of'race, cotc�r, reli�ic�n, sex, national arigin or ancestry, a�e> or
physical handicap.
ARTICLE XI�
PE�22S(Ji'�INEL
A. The COIr1SUL"I�A1'�111" represents that it has or wi11 secure, �t its own expense, all
p�rso���nel requared to �rerform a11 t�.he service�s req�uired under t�1is A�1°een�ent. Sucl�.
persannel shall not be employees ar of`ticers af, ar have any contractu�l relatians with the
C7WN�;R, CONSULTAN'T' shall intr�rrn t��e O�NET� of nny cont7ict of interest ar
pote�t�ial cc�nflic:t e�f inter�st� that may arise d��rin�; �t.he terir� o�f t�his Agreemen�t.
B. All serwices required hereunder will be performed by tl�e C(7NSULTANT c�r under iis
supervision. All personnel en�a�;ed i�� wark shall b� qualit�ed, �nd sl�alt be �utharized
and permitted under state and local laws tc� perfcrrm such services.
C. In thc�se instances deemed necessary by the OWNLR, the CONSULT�N'T, its employees
and/ar its Sub-consultants shall be required tca suk�mit ta back�;round checks,
Pa�e 8
' �� ���„���,,,�ss��
��� y��a"um I, III II'i * I
.
"I`he C(7NSULTAI`�1�C sh�i11 not assi�n any of its sccrpe af' work unc�er in this �greement,
and shall not transfer any c�f its scape af wporlc under this A�;X�eement (whether by assignment,
navation, ar atherwise) withaut the pricrr written cor�se��t af tt�e OWT�iER_ Should the
CQNSUL"I'A�lT assi�n any }�art of the mc�nies du� ut�der �his ��eeement, CC�NSULTA�I'T is
required to p�•avide writtet� ��otice af the same ta (JWNER. Any assignment crf inanies due urrder
this A�re�rnent whall not cl7ange any of'the t�rms c�r cc�nc�iti4r�s c�f this Agree��nent to incluc�e b�at
nc�t Iimited to the terms and conditic�n� 1or paynient under this A�;reement.
' �.�.�.��1�m
� i" i� ���„ �� �,� �� ��� �� ii
.
N�c� waiver ar modificaiic�n of this A��r•��ement or c�f�" any ccrvenant, condition, crr lim�itat�ion
herein carlt,�ined shall be valid unless in writin� and duly exec�ated by the party ta be chnrged
therewith, �nd na evidence of any waiver c7r mc�diticatiot� shall be offered ar �•eceived in evidence
in any proceeding arisin�; �between the pa�r-Cies heretc7 aut c�f �r �ffecting this Agreement�, or �the
rights or obligatians of' the parties hereunder, and ut�less sracl7 waiver ar madification is in
writing and duly executed; a�nc� the pariaes iurther a�ree that �the prcrvisions of this sec�tion will not
be waived unless as set f:c,r-th herein.
ARTICLE XXII
MISC�ELLANEOl1S
A. Venue af any suit crr ca�rs� of action under this A�;reem�nt shall li� �;xclusively in L7enton
Ca�i»ty, TTexas. This A�reement shall be construe� in accordar�ce with the laws af the
St�ate af `T"exas.
B�. For tl�e purpose c�f tt�is A�reemerzt, the key persc�ns whc� will pertorm most af the wark
here�,�nder shall be Glen Pattar7. �-��owever, nothin� here�in sl�all lirnit GaNSULTANT
fi•om us�i�n� othcr qualifi�d and cc7m�eter7t ancirtf�ers crf' its firm t�a �erfcarm the services
i•eqcur�d herein. CONSUL7�,ANT u:r►der�tands tl�at �JWNER is tca be inTorrr�ed af the
removal or lc�ss of any af tl�e �ey persons working under t:his A�reement.
CONSULT'ANT also a�rees ta pravide the !�WNER with natice af`the name(s) ofwho it
intends to replac� tl�e key persor7. C)WI'�iEF�, shall trave a ri�*h�t tc� reject any cep]acerment
ke�Y P�rson(s) and CCJI'�SLILT��N"1" agrees ta name a replacerr�ent k��;y persorr(s)
acceptable to the C)WNER.
C. C"Ol"�ISllLTANr[' sha]1 cornmence, earry an, and complete any and all pr�ajects with all
applicable dispatch, in a sau��d« econotrtical, a�ad efficient manner an� in accardance wit}a
the pravisions hereaf. In accamplishin� the prajects, CC�NSULTAI`�IT shall take s�►ch
steps as are apprapriate to ensure that the work invc7tved is properly ccrardinated with
relatec� wark being carried c7n by the C7WN�;R.
Pa�e 9
wu�w m.mwwwsure�����.��� �,��,.�, w�.,. �, .,,., .. �, ._. ,_.
I�. The (�WI'�iEft sh�ll assist the CONSLJLTAI`�iT by placing at the GUNSULTANT's
disposal �xll available infc�rmatian p�rtinent ta the F�roject, i��cluding previa�is reparts, a�7y
other daia relative to the Project, az�ci arrangi►lg tc��• the access theretc�, and make all
provisic�ns far the C(JNSLTI,,TANT tc� enter in or upc�n public and private property as
rec�uired f"or the CONSUI..7,AN7� to perform services under this A�r�e�nent.
F.,. T'l�te captions of thi� tA�reeynent ar€; f'or information�l purposes anly, and shall t�ot in any
way affect the substantive terms or car�ditians afthis A�z�eement.
AI2TICLF: XXIII.
RIGHT 'I'(J AUDIT
The OWNER shall h�v� the �•ight to ac�dit a�d tnake cc��ies of the boaks, records and
computatic�ns pertaining ta C(7NSLJL'I"�ANI"'� dixect cc�sts under this Agreement. T17e
CONSUI,�I'�AP�JT sha11 refiain such boc�ks, recaa�ds, dacutnents and other evidence pertainin� to
such direct cc�st�s during the co��tract period and for aJ� a�clitic�r�al thr�e years therc�ai"ter, e�cept i�f
an audit is in progress ar• audit �r�dings are yet L�nresalved, in wfiich case recc�rds shall be kept
until al] audit tasks are completed and resolvec�. "These boo�s, record�, dc�cuments and other
evic��nce shall b� available, w�ithin ten (�.0) �i��siness days of� writien reqi►est. Furt�her, th�,
C;Oi'�ISCJL°I"AN7' shall alscr require all Subcontractors, material suppliers, and ather payees tc�
retain al1 boaks, records, dac�►ments anr� otl�er evidence �!ertai��itag ta this agreement, and to
altow the ()WNER similar access to thc�s� ciocu�nents. A11 such bc�oks and records will be made
available at CONSULTAN'T"'s oftices i�� f�ansas upern writterr request. The purpc�se of any a�idit
shatl be anl� for verification e�f such direct casts and CONSULTA:T�(T shall not be required to
keep records of ar pravide access to thc�se of` its costs expressed as tixed rates, a tump sum, or af
casts whic�� are expressec� in terms of percentages of other ccrsts. "I�he cost of'the audit will be
barne by the OWNC;R urrless the audit rev�als an over�ayment c�f 1% or greater. if an
overpayn�ent of 1% or �reater c�ccurs, the reasor�able cast afthe ac�dit, includitlg any travel costs,
must be bc�rne by the C(7NSCJl�T�NT which rnust be p�yable within five business days o#�
receipi of an invoice.
�"ailure �tr� cc�mp�ly with the ��ra�isicrns af t�his s�ction s���all b� a material br�ach r�f this cc7r7tract
and shall canstitute, in the O�'t�1EK'� sc�le discretic7n, grcrunds fc�r termination therec�f'.
Al2TICLE XXIV
LI:MITATICIN�
Neither party shall be liable to the c�ther party far lass of }�raf'its ar revenue, loss of use; loss of
appart�rnity; loss of gc7adwill; cast of substitute facilities, �,oc7ds or services; cost af capital, cast
af replacement pc�wer; �;avernmental and re�;u]atory sanctions; and claims of eustamers far such
damages; ar for any special, c�nsec�uential, incidental, indirect ar exemplary damages. Ez�cept
far an ohligatian ta make payments, neither party sha11 be in c�efa:ult ta the Extent any
nanperfarn�ance is caused by a circumstance l�eyond such party's reasana�ile cantral. The
warranties, olaligations, liabilities and remedies of the par�taes, as pravided herein, are exclusrve
and ir� lieu c�f any others available at law ar it� equity. CONSULTAI`�1T's te�tal ag�r��ate liataility
Pa�� l0
under this Agreement shall nat exceed the cc�mpensation received �iy C;C)NSl1L7,f�NT ��nder this
Agreement, and ta the e�tent pravided by applicable l�w ()W�(ER a�rees to release, defend,
it�den�tnify, ancl ho(d CONSULTANT harmlcss 1'rc��� and a�;ainst ar�y and all f"urther liability
arisin�; in ar�ty manner fram t:he Services. Re.lea�es from, anc� limitations of l�abi�ity sl�all applY
�notwith�;t�a.t�din�, the breach ot contr�ct, t�c�rt iz�cludin�; negl�i�;�ence� �trici liability or ot��er th�c�ry
of legal lia�rility ofthe party released or wl�c�se liability is limited,
�
IN WITNESS HEREOF, the City of Dentan, Texas has caused this Agreement to be executed by
its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this the day of
, 20 .
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
GEORGE C. CAMPSELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
v
CONSULTANT
WITNESS:
: ��...�.� � _ � � ��.�
SMH
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� M 1 Y 11 1 � � � • � � � �
M `4 •
PRQJECT SCOPE SUMMARY
Dentan Municipal Electric (DME) is initiating the design far tnultiple substation prajects in its CIP. Tt7e first
steps in the desig�7 are to develop cancept plar�s for various site opticrns. Preparin� cr�ncept plans will be a
cooperative effort with, anc� provide en�ineering support fc�r, t}7e site selection prncess. The end �raduct
will be the site plan that will be used ta design each substatic7n. It is anticipated that cancept plans will be
required for up ta 15 substatic�n �rojects. The work will also er7campass a relay coorciinatian study fc�r the
entirety af DME"s 1.38kV and 69�cV electrical transrnissian. Lastly„ the wcrr�C will inciude consultation and
engineering sup�ort as needed an conceptual relay desigi7, relay setting review, NERC campliance, ar�d
operatians issues.
..� ,...,�, . � � ��;
SITE LAYOUT OPTIOPJS
This partion af the project will incl��de providing site develapment aptic�ns far up to fifteen substation sites.
Each site developtnent prc�ject will it�clude an avera�� c�f tYrree different site layout optians. The layouts
will be based on DME's standat°d st��ucture and ec�uiptnent dimensic�ns, and will use the DME standard
substation layout as a starting poirit. A list of prc�s and cons will be provided with each prapc�sed layout,
and a budgetary cost estimate far each proposed site wi11 be included. A significant porti�n af this work
will be done in canjunctian with DME's land acquisition and �rublic fnvalvement pracesses.
RELAY COCIItDINATION STUDY
The project will include the settin� review and caarr�ination of the assaciated transmissian Iine relays,
breaker failure relays, autatransformer, and taus relays far the DME �wned trarlsmissian equipment.
Relays will be cc�ardinated with nei�;hbaring utility fnterconnectio��s� The praject witl fallaw the approach
as defined belaw.
Review Relay Data Provided by DME
Conduct site visit af DME substations to verify relays and data provided by DME.
Develo�r ASPEN model and input relay settings.
Perform short circuit and breaker duty analysis.
Perform relay coordination srudy,
Develap relay setting files for recammended setting changes,
Develop final report.
��" . .
, ..
The fc�ilawing relay systems and breake�•s will �ie included in the engineering analysis and coardinatian
study,
JIM CHRI5TAI.138kV SUBSTATIOPV
• 138kV Denton West Line i2elaying
• 138kV North Dentan Line Relaying
• 138kV Brea:ker Failure Relaying
• 138kV �us 1 I7ifferential Primary and �ackup Eielayitxg
• 138kV Bus 2 Differential Primary and Backup Retaying
FORT WORTH 138kV SUBSTATI4N
• 1381�V Denton West Line fZelaying
« 138kV Teasley Line Rel�ying
+ 138kV Breaker Failure Relayin�
TEASIEY 13�kV SUBSTATION
• 138kV Fart tNorth Line Ftetaying
• 138kV Spencer Interchan�e Line Relaying
• 138kV Breaker Failure Relayir�g
PCICKRU513$kV SUBSTATION
�� &
� � � � ,
• 138kV Line Sectior�alizing Schen�e
INDUSTRIAL 138kV SUBSTATION
• 138kV Spencer Interch�nge Line Relaying
• 138kV Arco Line Relaying
• 138kV Breakec� Failure Relaying
R.D. WEI.LS 138kV SUBSTATIt7N
• 138kV Denton Vllest Line Relaying
• 138kV Breaker Failure Relaying
• 138kV Bus A/B Differential Relaying
• 138/69kV Auto 1. Primary and Bacl�up Relaying
• 138/69kV Auta 2 Primary and Backup Relaying
NORTH DENTON 69kV SUBSTATION
• 69kV Narth Lakes Line Relaying
• 69kV Kings Row Line Re]ayin�
• 69kV Breaker Failure Ftelaying
• 69kV Bus 1 Differential Primary and Backup Relaying
« 69kV Bus 2 Differ°ential Primary and Backup Relaying
KINGS R4W 69kV SUBSTATIClN
• 69kV Narth Dentan Line Relaying
• 69kV Woodrow Line Relaying
• 69kV Breaker Failure Relayin�
• 69kV Bus 1 Differential P7-imary and Backup Relaying
* 69kV Bus 2 Differential Primary and Backup Relaying
W04DROW 69kV SUBSTATI4N
• 69kV Kings Row Line Relaying
* 691�V Spencer Line Relaying
• 69kV Breaker Failure Itelaying
• 69�€V Bus 1 Differentia:l Primary and Backup Relaying
• 69kV Bus 2 Differential Primary and Backup Relaying
SPENCER 69kV SUBSTATION
• 69kV Woadrow Line Relaying
• 69kV Locust Line Relaying
• 69kV Spencer Interchange Line/Bus Relayin�
• 69kV Spencer Plant Line/Bus 1 Relaying
• 69kV Spencer Plant Line/Bus 2 Relaying
• 69kV Breaker Failure Relaying
LOCUST 69kV SUBSTATION
• 69kV Spencer Line Relaying
• 69kV Hickary Line Relaying
• 691�V Breaker Failure Relaying
• 69kV Bus 1 Differential Primary and Back�zp RelayiY�g
���������u����.�,�,�. _ _
�� .� � .
• 69kV Bus 2 Differential Primary and Backu� Ftelaying
• 69kV Bus 3 Differential Prim�ry ar�d Backup Re�laying
HICKORY 69kV SUBSTATION
• 69kV Locust Line Relaying
• 69kV R.D. Wells Line Relaying
• 69kV Bonnie E3rae Line Relayit�g
• 69kV Breaker Failure RelayiY�g
• 69kV �us/Transfarmer 1 Differentia:l Primary and Backup Relayang
. 69kV Bus 2 Differential Primary and Backup Relaying
• 69kV Bus 3 Differential Prirt�ary and Backup Relaying
BONNIE BRAE 69kV SUBSTATItJN
• 69kV North Lakes Line Relaying
• 69}�V Hickary Line Relayirrg
• 69kV Brea�Cer Failure Relaying
• 69kV Bus 1 Differenti�al Primary anc� Bacl�up I�elaying
• 69kV Bus 2 Differential Primary and Backup Relaying
R.D. WELLS 69kV SUBSTATION
• 69kV Hicl�ory Line Relaying
• 69kV Breaker Failure Relaying
• 69l€V E3us 1 Differential f'rimary and Backu�a Relaying
NORTH IAKES 69kV SU65TATION
• 69kV Narth Denton Line Relaying
« 69kV Bonnie Brae Line Relaying
• 69kV Breaker Failure Relaying
• 69kV Bus 1 bifferential Primary and Backup Relaying
• 69kV B��s 2 Differential Primary and Backup Relaying
The ASPEN One-Liner pragram wfll be utilized to perform a fault study ar�d relay coordinatian analysis.
Two copies af the final report will be provided and will ir�clude an ASPEN generated one-line diagram, New
relay setting files will also be pravided for all setting changes,
CIESIGN CONSULTATION AND SETTING REVIEW
Acting as a general design cansultant, this portian af the work will irrclude answering any praject ar non-
project specific questions that may arise over the caurse c�f the �rc�ject, and attending any necessary
meetings. It will alsa include updating the DME transmission systezn mc�del, updating the relay
coardination study, and updatin,� tihe relay loadal�iliry study. Lastly, the work will include aiding in the
completian of any NERC ar Te�as Reliability Entity cc�mpliance docurnentation that may arise as DME's
transmission system is modified.
MAN-HOUR ESTIMATE
Based an the deliverables, we estimate the follc�win� mara-haurs to complete the engineering tasks for the
praject;
.�,.. .. , ,�. �,.�,,.�,�, �� �,.���,�� �w �wum.�moma�uuumw� muup�r p
�I�A�:i� � "1!C',A�fi��i
� Bui#d1n�g �w v��1r1d c+f di�f�r�nc�,�
i
10 Project Administration, Planning � 4S6
Contro}
40 Preliminary Engineering - Site 1080
Car�ce tual Anal sis 15 Sites
41 Preliminary E►rgineerirzg - Relay 64
Coaz�dir�atian Stud
42 Pr°eliminary Engineering - Relay Desi�n 400
and Settin Consultation
SO Design Engineering - Site Conceptual 660
Anal sis 15 Sites
S 1 Design Engineering - Relay Caar�dination 320
Stud
52 Design Er7gineerin� - Relay Design and 10Q0 �
Settin Consultation
._._. _....._..__,.__..____
90 Engirteerir�g Campletian ��,p
Total 4140
Ct7ST ESTIMATE
Based on the deliverables, we estimate the following nat ta exceed casts to complete the engineering
services for the project:
�
1.0 Project Administraiion, t'lannin� & $62,000
Cantr•ol
40 Prelimiz7ary Engineerin� - Site $136,000
Cance tual Anal sis 15 Sites
41 Prelimin�ry Engineex°ing- Relay $10,000
Caar°dinatian Stiud
42 Preliminary Engineering-Design and $52,000
Settin Consultation
50 Design Engineering - Site Conceptua] $93,q00
Anal sis 15 5ites
51 Design Engineering - Relay Caardination $53,000
Stud
52 Design Engineering - Relay Design anci $138,000
Settin Consultatian
90 En�ineering Campletian $20,000
Tatal $S64,OOp
DME'S TASKS
DME to pravide ali necessary infor�matian from land acquisitians department for each site.
�rwrns�tav,c:c�r�x ' ,r,�
�. a
.. .s �. �. .1 a
DME to provide CAD drawir►gs for stanciard subst�tian layout.
DME to pravic�e CAD drawings for all standard su�istation equipment.
DME ta provide all substatior7 standard dimensions fc�r° phase spacirrg, driveways, and pt•aperty set-bacl�.
DME to provide pratective relay ane-lines for each tc�catian.
DME to coardinate prc�tectian engineer contacts for neiglibaring utilities.
DME to pravide relay database ex�crrt files of current settz�xgs for micro-pracessoz� ►•elays and setting sheets
far eleetramechanical r�lays.
DME to provide apprapriate personnel ta accnmpany B&V persan��el far site visits to verify equipn�ent
shown on relay one-lines and existing relay settings.
ESTIMATED SCHEDULE AND COST
It is anticipated tt�at the project will be�in an Nc�vember• l.st, 2012, upan receipt of purchase arder. The
coar�iinatian study portian afthe praject is anticipated ta l�e completed within 6 manths aftei� natice to
proceed. The remainder af the scap� wiil be cc�rn�leted in accordance with the DME praject schedule.
Based on the delivet•ables, we estimate the cost for the engineering services wili rrot exceed $564,000, and
will require approximately 4140 man-hours ta camplete.
Black and Veatch
�o��q,.��AA
ENGIPJEERING MAN-HOUR
ESTIMATE
C7enton Municipes Electnc � �
�fteCanoeQ#ual analyasancf Cc�ordinakion �udy - C1M E Transizis�1on Syst�rn
_.... . �... .. .,.. .. ., , _,_,,.,,,., _,.,_ _ _ ............. _ ._.._.__.......__ _..._
Er�g. Stat D�te. 10l29l2(J12 Frqeck
- E ....._Com...�_Date .�.____ -- - _.,.... _ ,,.,,__..,. _--- _......... _ ........_t'�Yr�
--- _!�3__ . � _.._..._ �. ,,,,.,,,,,,,,,,,,,,,.. - ----
- _ ._. „ .. ._ ...... .. .. . . ...........
Prr�jectbur Mo, Cmst.Dur: pMn.
:
' F1-oject Ftajed Electrid Ca�ml Structural i�-L.ine ''.. Cle�hl ''.
........._..... ,,., ,,,--- �--------- ......... ........... ....._, . ,..,,_,,.,._,,.,,,,,_,,,,,,_.,_ -�� ------_ _ .- ---- ----- --- ------�--- . .._..---.._ .. ....__._.._ ......_ .. .� _.... _.. , ... ,.,,. ....
.... ,,,„__„,,,,,,.
Mana� Enr�n�' Engwr� PAa�a- Eru�r� Eruyn�- qr�ter Typisl Tot�
! Ph�c,�e Nn. '..
_ __..._. ........._ .. .._..... .......... .... __-__ .... -._--_.— --..
� 10- PROJECTADMINISCRATIpN,PLAPINING&CCiN'fR(7L
--- _ - _.......
----,_
� Rc�eIXMamtoring Iro✓adr�,�&Adrrdn. 12rJ ......... ..... ... ... 72q ..... ......... .... _.. 24 ._.. , .264'��..
. ......... .. ............. .... ..... ......... ... . _ _ . . _ .,., , __ . _ .. .__.. .._ .._ . ...._.
._MarRanR'qec2Files ....�.___ - .... ..... ...... 24 ........ z4,..�..
..... ..... ..... _..... ..... ..... ..... ..... ..... ..._ .__. ._.. ......... ........ ..... ..... ..... .._,
'... FYCgedKick-offaxiRe✓iewM�etirrgs(B) 24 64 ''....... 88'.
_ _ . _. _..._....__._._ ......... ......... . _ ......_............ ,,,,,,.,, ,,,,,,,,,,,,,,,�_,.._ ,�,_._-___.__.;
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___ ___ _ . .....
40 PRELIMINP,F2YENGINEERING SITEC4NCEP"ll1ALAIVALY9S(15517ES)
_ - _ ., _- --
- - de�dap�iteLayarRC�t�ons,,,.,_.- __ I 6�J 186 180 �`� �'
RerVavSiteCa�rt3ra�rNs�nclCcrn�ItwithLandACquiatfpnsCl�tment 6t7 180 1&5 420
-_,__
MaihautSiitROt� 920 ;�q � p 0 d 240'...... 0 1f780��.
41 PRELIMINARYENGINEEWNG-RELAYCOORDINATIONSTUDY
-- _. _......
---- .
DevdopASnENlmpala�ceMcddFromF�`S/EEFiCOTlmpert � . „ 24 -- - 24
_ -- - _ ---, ._ �
-
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�._..-42 .._.._.PRELIMINARYENGINEERING-pE�7GNCONSULTATfpPJ_._. __._,,,_.__._, _ _- ..... _._.__ ............._.„_„-- - ----- ._-----
I
..... RariewlBoardrSuppertMeekings(1p) -..--- 4D � 4p� _ ............... ........._,,,. ......... __.__.,- --��;
._,__- ........ _ . . .... .. _._ . , _..
NERCCompt�a�eDm.�r��tian � '� . ?�'',
_ _ _.. _ __._,, , ,,,,,,,,,,__ -- _..
..,_._Upd�teMpddsandStu�ies .................. ......... __ �.8d . 4p _... . 12q'�.
. .. ....... ...... ..... .... .._... ..... . ..... ..... .:
p
._,_„---- ..... . - _ _ , ..._
.... .,,., -- -.._MathourSubtokal 44 ................._ .24(7 1 4 6 p 0 0 400',...
50 DESIGNENC,INEERING-SIiECONCEFTUALAPIAIYSIS
. .. . ..... ..... FT�"��'... , �f � ......... ...
......._ ..._ ........ .........._._ .... ,.. _.......
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................. �,_,_„_. _ „ _........,,. , .__ .._..... .......,,_,,,..,,,,_.,_,__.. ....__..
..... peddopBudgatayCpskAn�yssTorLa�aat,(�pbons ..... ..... � ..... 60..... 64`J ... ..... ..... ..... .._. ........ 180'
', ,__„-' - ------- ........_.. ,,,,,,,_,__ . ........._._. . . ...
...Maihou[Subkofal 1€i� 180 180 0 0 p 120'..... d 6F0�.,.
OME. 5tte Concepts Hpurs.xlsx 1 10/12/2q12 90,28 AM
Black and Veatch
Ca���arafiarv
ENGINEERING MAN-HOUR
ES7IMATE
SikeGaic�rtu�An&dyssandCardinationStudy-DMETransrndsdonSy�ten _ _ __
..... Eng Statdatg 10129l2C}12 ..... ..... .... ..... .... ... ._ ..... ... .. ... ...... . ��� ..._ ��...
--- -- --- - __.,.,,.,,,, . , . ---- -._-----,_.,,,,,,,,, ....... _..-------
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_
Arqc-�t Frojed Electnc� Ca7drd Structur:l 7d.Irre Gerk/
Ma-��' Engnm Eru�neer —Ma��r Eng�nea Eng�rr� Draft�r TYPisI Tat�
51— " DE�IGN ENGI NEEft{NG - RELAY CqpRDi NATION 5TUDY
—
...._._.._. .. . �__... � ...__.-- � Y ......... ......... ..... ......... ......... ......... .. ..... .... _.,..,. ,. ,,.,_,,, ... ....
......._.. ........---- .._...----
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..... ..... ..... ..... ..... ..... ..... ..... ..... ......... ..... ..... ..... ..... ..... . ..... ......... ..:
� R�a� Coorc6n�tlon Study airJ Sektlrrc,� Fl l� 120 A0� ''... 160��...
... ----- --,., � _.__ . . . — -_ ....__ .... . ..........._. .
—
ft�ror[ Rspaatlon 120 __ _ _. , , �, . ........ _ _... 1�'
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_
52 DESIGNENGINEERfNG-DE�GNCONSYILTATION
- - - - _.
RdayDmgnaidS�t�ngCcrrrsAtatian 40 220 ,�....... _.. _-- -----, . 4�
_._ ._._._ .. .---- . „ - --_ ,,, .
NERCCcmpliarcedc�nrwnt�tian 120 80 200
_ ., ._ , _.. . ..._„_._,._,, ._,.__-- -- -- - _._ _ _ .... . __.._.. _ _ . ,,,,, _ . ... - _ . ..._.....___._.
P€rform neJ✓ studi � ard dper.arrr� ik rea�i ts 220 1fiJ 3�
_.... _ _ —____ _.__—_ . ........................... ._. . , __-- _ .,., —_ ___.._......
'... Mardro�v-S�t�ai 40 56d 4W� 0 0 0 0''..... 0 1C10(7�.
_ ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ..._...... _ ......... ......._.. ....._.... . _......_._.... _____...--
...... ...... ....... ..... ..... ..... ..... ..... ..... ..... ........ ......... ........ ........ ........ ....... _._ .�
' Sp ENGINEERINGCOMPLETIdN
_.... .. ._ __ _ _.;
'�� Fin�lizeR�part&C�aseFY€rj�i. 40 40 4q ''... 40 16p'���
M aVmur Subtot�i 4Q 40 ......... 40 ......... 0....... ..0 .........0 ......... 0. ......... � ......... ��.'.��.
, ...... ........ _.. __. .._. ...... .._. ..... ..... ..... _._ ._... _.... ..._ ..... _... ..... ._.;
......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... . ......... ......... '.
EnginesringService-ManhawrrTc�aV 604 1788 11�7 12p 0 0 360' � 4140
-_.... _ ............... ....... . .... ._...,, , ,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, .,, - - _ ___ _ ._,,,_, ,,,..,_ ._ ,,_ _ - -- — ---
r�r�rn �da aaz 2s� z.e on aa a�' z� �aaa''
dME Stte Concepts Haurs,xisx 2 10/12Y2Q12 10�.25 �,M
Ea�hibit E3
�r r �
� � � � � � �
� ♦ . � � � r
The Offc�r�ar's/Bidr�er's atterztio�r is cfirectecl ta thc insurcrnce requirerrzents below. It is hi�hl,y
�ecomr�rer�de�` that offeror.s/hidders cnraf�r with th�ir respcjc:ti��Es insrerance cyarriers ar bNake,F�°s
ta deterr�zine in a�lvrncc� ��f its p�cr���sal ar bid suhr�zi�siarz the awailal�ilety caf inyurcrnc�e
certi�cat�rs and encf�r�senzents czs prescr�ibc�d rrn� �arouiderl �ierein. If' a� aff��^ar/crpparent low
bidder fails t�a ct�nzply str°ic�tCy with t�a� znsurar�c�c� r^c�c�t�irernents, that �aff'eror/bidc�er mny C�e
disyualifed fr��rrz awar^d �rf tl"ie c°�rrrtract. Up��rz c�r��ar�', aC/ ir�surance reyui�°enzents sJ'ar�ll
becorne c�ontractuaC vbCigations, whicla thcj successful off'erar/bicfder shczll have �x duty� to
mairitairz t�a�rfau�h�acct ihe ccx�rse af this cor�tract.
' � ` � � � � � r
Withc�a�t lirr�itir�,� czn}� af" the c�thc��^ ��blig�ztic�n.s c�r liabzlit�i�s� c�,f' �dre C'��nsi,�ltc�r�t/Ccrntrac�t�ar, thc�
C'vnsultcrrzt/C'ontNactor sdzczll provr��e c�nr� n7czintczir� xtinCil thc� ccrn�r�c�ct��c� wark ha,s hc�cn cc��nr�lctec�
exnd acce��t�ci bv thc C.'zty c�f'l.�entcan, (.')wn��r�, thr� ins��Grance c�cx�^c�rcr�;r� u.s indiccxted her°e;�in�zf'te,r�.
A.s s����rr cz.s ��ruc�tic�z�ilE� czft�er r�r.rtzfic�cztzt�n crf' uwurc�, C,"c�n.��ultczntdC"r�ntructr�r .sh�zdl fil� with the
f'x�rchas�in� TJe��artmcnt sc�tzsfcxctary ccFrtzfic�czte.s c�f irzs�r,�ranc�e, c�ntcrinin� �h�j �rc���c�,scrl/bia?
numhEr� arrc� title ��f . thc� �r�oj�ct. Gvn.sz�ltcrrtt/l""rantrczctcai� rr�a}�, ati�ran wrztten rE�quest t�� the
f'urchas�in�rZ7cj�urtmer�t, c�.sk yfvi^ cZczrif`iccztic7n c�' cxny irrMs�edranc� r°ec�aair��rrzerrt.s at czra}, tir�a�,.
ho�we�vc�r�, C'��nszcltunts/C;"�rnt�r•crcfors� are .s�tr�7n�>ly crc�vz.sec�' tra rncrke s�uc�h r��c��uc.s�Z�s pr•ica�� tv
�ar����s�allb��l ����cnan�-, sirzcc t�h� in�sur�ancc r�c�c�uiremc�nt:s� rracxy �2nt �i� mc�r�ifiGCl crr wczzved c�f'tc�r�
��r���?asczl/bic� a��enirr�,> ��nlcss a�ti�ritt��rr cxception hczs becn su/�mittec� ��ith the �ar^��?c�scrl�l,�zc�:
C�;onsz�lt�cznt,/G��r�tractor shcrlX not c:nmmencc� arzy rvr,ark ar de/iver� uny matc�rzczl until hE �rr she
receiv�s rzr�ti�c�ati��n tlrat t/ze cantract I'zr�s be�� �zccc��tecl, a�pr�owed, c�nd signed by the Cz�ty rxf
Dc�rztor�.
All in.sur^a�rcc� ��c�lzciEj,s �rrc�pc�s�cl c��^ crbtc�i�ae�' ira �c�tz.sfczctr"c�n �af the.se r��r�uz�Emcjr�t:s .shall ccanaply
with t�he fr�ll��ti�^in,�r g�cn�rcrl S�rECifzccrl�zons, �n�� ,sla�rll bc� �rrcrirrtcrirac�c� in camplianec wzth t�he.s�e
�,>ener°al spc�c ficatic�ns thr•azd�„Xha�rt i17� clurcticrn of'thc� C;"antrcrc�t, crr lr�n�,rcr, zf�s�a nc�t��':
+� Each policy shalJ be issuec� by a cam�any authc�riz�d to de� business in t11e State c7f
Tex�s w�ith an A.M. �est Cornpany rating c7f at� least A-.
• Any deductibles ar� self-insurecl rete�7tions shall k�e declared in the prr�pc�sal c�r bid.
• L�iability pc�lic�ies shall be ei�cic�rs�d t�c7 prr�vid� the fo�lawin�:
• Wit�h the excep�t�ion c��f I'rot:essio��al Liability, r7ame as add�i�ie�n�l ins��red t17e
City crf Clenton, its Officials, Agents, Em�layees and volunteers.
� That such insuranee is pr•imary to ar�y other ins��rance avai�able ta the
additional ir�sured with respect tc� claims cc�vered under the palicy aild that this
Pa�e 13
insurance applies separately ta e�ch insured a��ainst whotn clairrr is made or
suit is brcrught. The ir�clusiax� af` mcare than one insured shall rlot aperate tcr
it�crease th�, insurer"s limit af'liability.
� Cr�rzcelCatz�rrr�: Ciiy requir�es 3O cCa,y� wr���r�� ,��c��� x���rr.a� �xry a��t�� ��,�r��ic�s
descrifiec� a�z the cc�rtificate �e carxceClc��l �i�fare tize expikatx�rt c%�tc�.
• 5hould �ny c�t the rec�.uired insurance be pravided under a claims-made farm,
Consultant/Cuntractc�r shall maintain such cc��erage cantinuausly thrau�hout
t}�e terrn c�fi tl�is contract and, withaut lapse, far a period c�f tt7ree years beya��d
the contract ex�riratian, suc,h that� c�ccurren�cs arisizYg during� the cra�ntrac.t term
which give x•ise ta clai�ns rmade after ex�iration of`the cantract shall be cavered.
* Shc�L�ld any of ti�e requirecl insurance be prc�vic�ed under a for��a af caveea�e that
includ�s a ger7eral atYn�ral a�gre��;at� limit �rz�oviding �for cl�ims investi�ation ar
legal defense costs to be included in the �;�;neral annual a�,gre��te limit, the
C:onsultant/Cantractor shall either dc�uble t1�� occurrence limits ar obtain
Owners and Cantractc��•s P'rot�ectiv� Liability Tr�sc�rance.
• Shauld any requared insurance lapse durir�� the cantract term, requests for
payments c�riginating af`ter such lapse sh�ll ncat be processed ur�til the City
receives satisfactory evidenc� of reinstated coverage as rec�ciired by this
cantract, ei:fective as of t}�e lapse date. lf insura��ce is nat reit�stated, City may,
at its sc�le aptian, terminate this a�reement efifect'rve on the date ofthe laps�„
Pa�;e 14
� �, .�����„���� ���
SPECIFTC AI)D1TlONAL il'VSLJI2ANCE RE(ZUII2EME�TS:
All insur�crncc �ra�xlicie.y prv�rcrs�ca' v�^ ahtuinc�c� zn sati.sfcrc�liara r�f thi.s� C�ant�^cac�t .sha�l �xr��itirancrll�,
comply w�i/h thc� fr�llowing mur•k�>c� s�aec�ic�crtr`c�n.s, unc� shull bc� ���arrrtczir�cjcl rn cc�mplicxnce wit�a
thc�.s�L crda'zCzc�nczl spe�c fic�cxtic�ns ilarau�hcyr�t the clxr�^crtzc,rn c�f'tl��:� C;"cx�rtrcrct, c�r lvr�g��r, if',s�r� ncale�z'.
[7�] El. General Liability Znsur�nces
Cie�7era1 I:,i�bili:ky in�;urarlce witi7 combined sin�l� limits af` $SOO.00p.00 per
c�ccurre��ce anc� in the aggre�;ate„ sha11 l�e prc�vi�ed an� maintairr�d by the Caratractar,
The policy shall l�e written crn an occurrence basis either in n single �olicy o1• i�� a
ccrmbination c7fi underlying and um�irella or excess polrcies.
If the Cotnn7ercial� C"reneral I,iability form (1�SC) Farm GG OOU�1 cur�rent editian,) is
�ased:
Cover�ge A sl�all include prernises, aperatians, praducts, and completed
operatic��ns, inde�ende��t cc�niractars, ce�tit�•actual liability cr�verit7g �17is
contract and brcrad forrn p�•o�erty da�na�;e cc�verage.
C�ove�ra�e �3 sllall inclt�de pers�t�al i�njua�y.
Cove�r•a�e C, medical paymet7ts, is nc�t� rec�uired.
If the C:om�rehez�sive General Liability form (IS(7 Form GI. 0002 C`urrent Editian
and IS(7 Farm GC, 0404) is used, it sha11 include at least:
F3odily inj�cry and Prope►•ty Dama�e Liability far premises, �rperatians,
praducts and cot�p�eted o�eratic�ns, ind�p�ndent cantractc�rs and prc7pe�y
da��ra�;e resulting fram explasian, cc�llapse or undergrciund (XCC1)
exposures.
E3road form cantractual liability (�referak�lv hy endarsement) covering this
ccantrac;t, personal injury liability and �road forn� �rc�perty damage liability.
[X] Automobile Liability Insurance:
C�ontractor sha11 provide Cc�mmercial ��r�tomobile Liability insLrra.nc�e witll C�ombined
Single Limits (CSL) c�f �SOO,OOp,00 either in a single palicy or in a combination af basic
and umbrella or e�cess policies. 'Tf�e palicy will i�zelude bodily injury and prc�p�rty
dama�e liability aris�ng out af the operatian, maintenance and use of a11 auto�nabiles aiad
mobile equipment used in conjunction with this contract.
Satisfaction ofthe abave requirement shall be in the for�n of`a pa(icy enc�ors�ment for:
any auto, c�r
all owned, hired �nd r�on-owned autos,
[X] Wc�x�kers CompensaEion l:nsurance�
Contractor shall purcl7ase and maintain Wor�er's Ca7npe7�s�tion insurance whicl�, it�
additic��� to �a�eetin� the mini►n��m stat�rtary requirements for issuance at such it�surat�ce,
has E:mplc�yer's Liabilifiy linaits of �100,000 far eacf� accident, $100,000 per each
emplayee, and a$SQO,OQO pc�licy limit far accupatic�na� disease. "I'h� C�ity a�eed r�c�t be
named as an "Additional In�ured" but tih� insurer shall agree ta waive all rights af
subrogatian agai�lst tt�e City, its afiicials, a�ents, etnployees and volunteers far any wc�rh
performed for the City by the I�iamed Insured. Fc>r builr3iy�� c7r ccanstructic�n projects, the
Contractar shall cca7nply with the prc�visions af Attachmet�t l it� acccardance with
�406.096 01' th� Texas L,ataor Cc�c{e and rule, 2$TAC" 1 I0.1 �0 af' the Texas Warker"s
Cc�mperzsatian Cammission (TWGC),
(� Owner's and Cox�tractor's Protective Liability lnsurance
T�he C`ai7tr�ct�r sha�ll obtaiti, pay fc7r �nd m�int�ain at� a11 ti�nes durin� the pruse�;ution af
the wark under tt�is cat7tract, an fJwner"s and Cc>ntractr�r's P�•c�tective Liability insuranee
pal�icy �na�ni�ng� the City as insure� foz• prc�perty d�.ma�� and bodily injury which lnay arise
i�� the prosecution of tl�e work or Cc�ntractc�r's operaticrns u��der this cantract. C;ov�ra�;e
shall be an a» "accurr•ence"' krasis, ai�d the �olicy sha11 be issued by t��e same insurance
con�pany that carries th� Cantractor°s liabilrty insuraz�ce;. Palicy 1in��its will be at least
camkrined bodily injury at�� �ra}�erty damage per occurrenee with a aggregate.
[X] Professional Liability Ins�urance
i"rof�ssional �liabilit�y irzs�arance witl� �i�nits of '61.p00,000AQ �er clai�n and in tt7e
aggreg�te with respect to negligent acts, e;rrors or c,�rrissions it� connectian with
prc�fessional servic�s is required under this A�re�;�°nent.
[_] H�uilc�ers' Risk Insurance
Builders' Risk Insurance, on an Al1-Risk form far 1()Q°/n af the complet�d value shall be
provided. Sucl� policy shall include as '°hlan�ed ]nsured'" the City oi I7�nton at�d all
5ubco�atractc�rs as their interests may a�pear.
[_] Carnme�rcial Crime
F'ravides coverage f`or the theft or disappearance of'cash ar chccks, rabbery inside/autside
the pr�mises, burglary af the premi�es, and e�nployee fidelity. 'T,l�e etnployee tidelity
po���ian of thi� covera�;e sho��lc� �e writt�n on a"`blanket�" basis t�o cc�ver all employees,
i�ncludin� nevv �1ir�s. �'his iype ii7surancc stYCruld be r�er�uir�d if the con�tract�or has access
to C"ity funds. I.,imits of not less than each crc,currence �re required.
[�] Additionallnsuranc,�
Clther insurance may be requir°ed on an indavidual k�asis fc�r extra ha7ardous contracts and
specitic service agreernents. If` such additianal insur�nce is rec�uired for a specitic
Page t (i
corltract, that rec�uirement will be descr•ibed in the "5p�ci�c Conditic�ns" af the cc�ntract
specificatians.
Page 17
.... . ��. �� �� �������� S
ATTACHM:EI'�tT 1
�_._.� Worker"s Camp�nsatioi� Covera�e for I3aildin� ar Constructian Projects for
Governmental Fntities
A. I7e�nitio�7s:
C"�ertif�icate of cove�rage ("c�rtificate")-A co�y� of' a certi�i��c�te at �irY�urance, a
cel�ificate c�f' authur•ity tc� self=insure issued by t��e ca�nmission, ar a covera�e
agreernent (rI,:WCG81, Z'WCC-��, 'TWCC'-83, ar 7"WCC�-84), sl�awing statutaty
wark�rs' campensation insurance uavera�;e for tl�e persc�n"s or entity's e�nplayees
providing services c�n a prc�ject, f`or the duration c7f'ti7e proj�ct.
Dui•atian af the project - includes tl�e time frc�m the; �eginning af the work an the
project until the ecri�tractor's/persan"s wc�rk on tha� project has k�e�,n completed and
accepted by the �overnmental entity.
Perso��s prcrvi�in�; se��cvices on t�he �rcrject ("su�l�cc��xtract�t�" in �406.O96) - includes �11
perso«s crr enti:ti�;s perfarn�i�ag a1t c�r part crf the services the cantractor l��s
under�taken ta perf`orm an the project, re�ar•dless a�' whetl�er that perse�r� cantracted
directly with the cc�ntractc7r a�1d re�ardless �f w�hether• that persc�n has employees.
Ti�is it�cludes, withaut limitation, indepe►ldent cc�ntractars, subcontractars, leasing
campanies, motc7r carriers, owner-oper�tors, em�layees of any such entity, or
employees of` any entity which furr�ishes persons ta }�ravide services on the project.
"Service;s" incl��de, withcrut Iitnitiat�ion, pravidi�r�a hau�i�r�g, or deliverin� equipment ar
mat�rials, crr prov�idin�; labc�r, trans�c7rtation, or ot�her service rL�afed tc7 a project.
,�Services" dcres ncrt �nclude activities unre�ated ta the project, such as fc�od/beverage
venda�•s, aff�ce supply deliveries, and delivery of'portable tailets.
Ei. I,he cc�n:tractar sha11 �rovide cc�vera�e, based on prc�per repartit�� of classiticatic�t�
codes and payrc�ll amc�un:ts and fiting of any overa�;e agreements, wl7ich meets the
statutoi�y requiren�ents af Texas I,�bar Code, Section 401.Q] 1(44) for all e�nplayees
ofthe Cc���tractar providing services at� the project, fc�r the duration of'the praject.
G, The Goniractor must pravide a c�rtificate o�t� cavera�;e ta th�; g�aver��r77ental entity prior
tc� being awarded the cantract.
D. lf tl�e coverage pe�•iad sl�awn on the contractar'S cc�rrent certitrcate of cc�verage ends
drarin� the ducation of the praject, the contrackor must, pr'ror ta t�re et�d af' the
caverage pericrd, �le a new certificate o#' cavera�e with the �overtlmental entity
�h�wing that covera�e has been extended.
E, The cantracte�r shall obtain fror�� each �erson �rovidit�� services an a project, and
�r�vide to th� ��e�vernmeatal �ntity:
1) a certiticate of cavera�e, priar tc� tflat pecson be�i�7nin� wc�rk on the praject, sa tl�e
governmental entity wi11 have un tile certi�icates of' covera�e showing coverage
for all persons praviclin�; services on the praject; and
Pa�e 1$
.� � ,� ,�_� �
2) nc� l�ter than sevet�t c��rys ��f'te�r recei�t� �y thc. contrac�tor, a new ce�rtificat�e c�f
cavera�e shawin� extensiot� af coverage, if the coverage pericrd showt� an the
current certificate c7fccaverage e»ds during the dur•ation of'the prcrject.
F. T'he contractar shall retain all ree�uirec� certit�cates c�f` caverage ti7r the duratiat7 af the
pr•c�ject and far one year thereatter.
G. 'I�he cantractar shall notify the �over��n�ental entity in writin�; by certi�ed �nail or
personal delivery, withi�� 10 days after the contractar lcnew or sl�c�uld have ki�c�wr1, of
any chan�� tf�at tnaterially �fPects the provisia�l af cc�ver��;e of any person pravidiy�g,
s�rvices on the project,
}-I. The cantractoe shall post on eacl� p�•c�ject site a natice, in the text, f`orm and n�arrner
prescribed by the Texas Wcrrket•s" Can�pens�itic7n Commissian, infc�rt��ing all persans
pi°oviding services c7n the praject that they are requirecl tr� be ccrvered, and statin� hc>w
a person may verify cavera�;e �nd report lack af" covera�e.
I. "I"hc cont�racior shal( cc7ntract��ally re�qui�re eac�� �er���n with whe�m it contracts tcr
provide �ervices c�n a praject, to:
1) prov`rde covera�e, ladsecl or� prc�per re}�ar•tin,� of c(assi�icatian cc�des and payrall.
a�nounts and filing c7f any cc�vera�e agreen�ents, which meets the statutory
r�c�uire��rents� of Texas Labor C�c7de, Sectior� 401.01� 1(44) for all of i�s ernployees
prc7vidin� se��vices r�n the }�rc�ject, %r tl�e duratian of"the prajecx�;
2) provide tc� the cot�tractor, pric�r ta that pe;rson �a��;inning wark c�t� the project, a
certificate c7f` covera�;e shawin�; that caverage is bein�; provided far all employees
af the persan providin�; servic�s on the �raject, fc�r the duratian of't��e praject;
3) provide tl�e carrtractc�r, pric�r tc� the end oftfYe cavera�e period, � new certifiicate of
covera�;e showing extension af covera�e, if t1�e cov�rage periad shown on the
current certificate af covera�;e e��ds c�urin�; the dur•a:tion af th�, praject;
4) �btain fi-c�m e�ach other p�rsc�n with whom it contracts, a.nc� provide io the
CQC1iCc"lCtt7C:
a) certificate c�f` coverage, pric�r tc� the catizer �erson beginning wark an the
prcrjc.ct; ancl
b) a new certificate af' covera�e showing extensic7n of' caverage, priar to the
end of the cc�vera�e pe��iod, if the cc�vera�;e �aeriod shown ot� the current
certiticate of'c�average �;nds c�u��in� the�� duratic��n a�`the prcrj�ct>
5) retain a11 re�quired certificates o�t caverage o�n �le f�ar the duratian oi" the project
and for one year thereafter;
�i� nc�tify t�he governm�ntal �;ntity irr writin�; k�y e,ertified rnail or persc�nal delivery,
wi:thin 10 days af`ter the persc�n knew or shauld have known, of any clzange that
materially aff�cts t}�e prc�vision of cavera�e c�f any persc�n providing services on
th� praject; and
Pa�� 19
7) cc7ntractually require each person witla who��a it ca��tracts, ta perfartn as required
�y paragraphs (1) -(7), with the certificates c�t' caverage ta be prcrvir�ed to the
persan fc�r whc7m they are �rcrvidin� services.
�y si�ning this contract or prc�vidin�; or cau�ir�� ta be prc�videc� a certit�cate af
covera�e, the contracior is r�preset7tir�g ta t�l�e g�c�ve�rn�rent�al entity that all emplc�yees
of the contractar whc� will prc�rvide services crn t��e py�aject will be caver�d by wc�rl�ers"
compensation caverage iar the dt�ratian c�f'the project, that the caverage will be based
c�n proper reperrtin�; c�f classificatic7n cc�ci�s and payrc�ll a�nounts, anc� tllat all coverage
agreernents will �e filed with the appropriate insurance carrier ar, in the case ofa self-
i»sured, witt� the cammission's Divisican c�f" Self=ir7surance Reg��lation. Pravidin�
fals�. or rr►is�leadin� infarmatic�n ��ay sulaject the ccrnti°�ictc�r to adininistrative penalties,
criminal penalties, civi( penalties, or ott�er civil actiuns.
I�;. `I'he cr�ntractc�r's failure t<> comply with a��►y af ti�ese �rovisic�ns is a k�r�ach c��f." canLract
by the cotrtractor which ent�itl�s the gc��er��rt�ental entity� tcr decla�r°e� tl�e cantract void if
the cantr•actc�r does not remed:y the breach within tei7 days af'ter r�ceipt c7f notice af
breach from the �c�ver�nn��ntal ec�tity.
Page 20
, . .�,,.,��.��.,����.�� wwinu� @
CUPJFLICT OF INTEREST QUESTIONIVAIRE FOFtM CIQ
For vendor ar other erson doin business with local overnmental entit
This questiannaire reflec#s changes made to the law by N.B. 1491, 80th �eg., Regular Session.
OFFICE U5E ONLY
This questiannaire is being filed in accordance with chapter 176 of the Local Government Code by a o�x� ��C�;v�a
persan wha has a business relationship as defined by Section 176.001(1-a) with a local
governmen#al entity and the persan meets requirements under Section 176.006(a).
By lauv this questionnaire must be filed with the records administrator af the local government entity
nat la#er than the 7th business day after the date the person becomes aware of facts that require the
statement to be filed. 5ee Section 176.006, L.ocal Gavernment Code.
A person cammits an offense if the person knowingly vicrlates Section 176.Op6, Local Gavernment
Code. An offense under this section is a Ciass C misdemeanor.
� Name af persan who Mas a business relationship with local gavernmental entity.
2
� Check this bax if yau are filing an upclate ta a previously filed questionnaire.
(The law requires that you file an updated campleted questiannaire with the appropriate filing autharity nat later than the 7`h business
day after the date the originally filed questionnaire becomes incomple#e ar inaccurate.)
3
Name af local government officer with whom filer has an emplayment or business relationship,
Name of C7fFicer
This section, (item 3 including subparts A, B, C& C7), must be campleted far each afficer wikh whom the filer has an employment or other business
relationship as defined by 5ection 176.001(1-a), Lc�cal Government Code, Attach additional pages ta this Farm CIC2 as neeessary.
A. Is the local gavernment officer named in this sectian receiving ar IikeCy ta receive taxable incame, other than investment income, from the
filer of #he questiannaire?
� Yes � No
B. Is the filer of the questionnaire receiving or likely to receive taxable incame, other than investment income, from or at the directian of the
local gpvemment ofFicer named in this sectiun ANC7 #he taxable incame is not received frarn the local governmental entity?
� Yes L„�1 No
C. Is the filer af this ques#ionnaire employed by a corporatian or pther business entity with respect ta which the local government af�icer
serves as an officer or dir�;ctor, or holds an awrrership of 1Q percent ar more?
� Yes � IVo
D. Describe each affiliatian or business relationship.
4
Signature af person doing business with #he governmental entity Date
Adopted Of/29/2007
EXrnb�z c
Black 8� Veatch
Energy Divisian
2012-2013 Power Delivery
Billing Rates
Sal Pl�n /
Job Famil Title (Sala Plan) iitle Grade Hourl BiNin Rate
Administrative SupE3ort (ApSj Praject Suppart Assistant 1 ADS ! 002 �38.24
Office support including clerical, speretarial, Prpject Support Assistant 2 AC15 / 003 $47.87
end document control, Project Support Assistant 2 AdS / 004 �63.35
Executive Su ort Assiskant ADS / CIC15 �81,26
Constructian Manaqement (CNS) Field Praject Suppart Assistant 2 ADS ! 003 �47,87
Canstructian management and inspectian. Conskruction Inspector 2 CNS / OC12 �75,37
ConstruCtion Inspectpr 3 CNS / b03 �85,12
Construction Inspectar 4 CNS 4 004 �97.19
Construction Manager 5 CNS C 005 �113.73
Construction Manager 6 CNS ( p06 �133.08
Seniar Canskr. Manager 7 CNS f 007 �145.$7
Senior Canstr. Manager 8 CNS / q08 �164.08
Seniar Constr. ManagEr 9 CNS J 009 $184.48
5enior Constr. Manager 10 CN5 ! 010 $198.58
Senior Constr. Manager 11 CNS / 011 $213,43
Ser7ior Canstr. Mana er 12 CNS! 012 �227.16
Enqineerinq (ENG) Enpineer 1 ENG / 127 582.09
Engineering design and enalysis, and Engineer 2 ENG / 128 587,33
supervision of design and drawing produc- aesign Enginecr ENG / 129 �98.85
tion. Design Engineer ENG t 13q �111.57
Project Engineer ENG 1131 �135.96
Project Er�gineer ENG f 132 $159.84
Senior Project Engir�e2r ENG ! 133 $183.25
Senior Praject Engineer ENG / 184 �216.89
5enior Project Engineer ENG F 135 �206.82
Senior Pro'�ct En ineer EPUG (138 �244.29
Enqineerinq Services (EN5) Enqineerinq 5pecialist 2 ENS ! 128 $72.20
Scientific relatect services Engineering Specialist 3 ENS C 129 $82.21
including scientists, geologists, Engineering Specialist 4 ENS / 130 $102.53
surveyors, envirpr7mentalists, eCC. Engineering Specialist 5 E�P�S / 131 $112.05
Senior Engineering Specialist 6 ENS (132 �151.10
Senior En ineerin S ecialist 7 ENS / 133 �165.50
Enqineerinq Technician (ENT) Enqineerinq Technician 1 ENT / 125 �55.99
Design and drawing production (graphics) Engineerir7g 7echriician 2 ENT / 126 �61.83
Engineering Technician 3 ENT ! 127 �66.29
Engineering Technician 4 ENT ( "128 �75.35
Engineering Technician 5 ENT 1129 �84.02
Seniar Engineering Tech. 6 EtVT / 130 �97.74
Senior Engineering Tech. 7 EN7 / 131 $121.16
Senior Engineering T�ech. 8 EN'T l 132 �141.34
Senior Engineer�ng Tech. 9 ENT ! 133 �166.19
De artmcnt Tech Coordinatar ENT 0134 5182.64
FinanCe (FIN) Project Accauntinq Associate 2 FIN ( 0�2 �53.09
Projeck accounting and invoice preparation. Project Accounting Assaciate 3 FIN / 003 �64.09
Financiai Reporti�rg Supervisor FIN / 004 �79.35
Business Analysis Specialist 5 FIN /005 $105.48
Business Analysis Specialisk 6 FIN / Oil6 �117.11
Business Analysis 5pecialist 7 FIN t 007 �142.47
Financial Grau Su ervisor FIN ! 008 �161.45
Pracurement (PCRj Procurement Speciaiist 1 PCR / 001 �55.76
Bidding and awarding of crrntracts and Procurement Specialist 2 PCR P 002 4�66.92
purchase orders far equipment and Procurement 5p�cialist 3 PCR ! 003 �79.17
construction. Expediking af equipment 5enior Pracurement Spec. 4 PCR / 004 �93.87
delivery, Senior Procuremenk Spec, 5 PCR /005 �112.41
Prpcurement Supervisor 6 PCR C 606 �126.41
Procurement S« ervisor 7 PCR / f107 $161.86
Exhibit C
BI�Ck �c VE'.BtCh
Ener�gy [7ivision
2012-2013 P�!wer Delivery
Billing Rates
. .. ...., �,�,..�.�,.� „,.,„,..„..w„ammmn.nnm.�oww�wwm�wwn,mwumuue�mumaw�rwpWpWUI pmpu�,W 111
Sal Plan !
Jokw Famil Title Salar Pian 7itie Grade Hourl Billin Rete
Prpject Contrals (PJC) Praject Controls Specialist 1 PJC / 001 $72.66
Peaject pianning, scheduling, and eosk Project Controls Specialist 2 PJC / 002 $85.87
control. Proj�ct Co��wtrols 5pecialist 3 PJC / 003 $97.8J
5eniar Proj Cantrols Specialist PJC / 004 $116.8�
Lead Peaj Cantrols Professianal PJC / 005 $135.59
5enior Praj Contrals Manager PJC /(306 $154.g5
Senior Pro' Controls Mana er PJC t 007 $184.93
Project ManaUement (PMT) Proiect Manaqer 7 PMfi / 01 $165.34
Overall managcment of projects, including Projeck Manager 2 pMT � q2 $1gp,bg
enqineering, pracurement, construckion, Senior Project Man�e�er 3 PMT t 03 $192.13
project schedialing and cosk management. Projeck dir�ctor 1 p(v�� / p4 ��gg,gp
Prajeck Director 2 PMT f 05 �210.12
Senior Projeck Director 3 F'MT /06 �224.54
Senior Project Directar 4 PMT d Q7 $250,20
5eni4r Pro'ect Director 5 PMT / p8 $274.65
Specialized SeNices (SPC) 5taff Specialist 2 SPC / d02 $67,18
Legal, scienCific, eccanamic and related SCaff SpecialisC 3 SPC / Cl(73 $55.74
services, including scientisks, gealpgis[s, Steff Specialist 4 5PC / p04 $75,59
surveyors, environmentalists, atkameys, Staffi Specialist 5 SPC ! 005 $113.16
ecanomisks, etc. Senior Specialist 6 SPC ! 006 $136.44
Senior Specialist 7 SPC ( Ul77 $158,46
Senior S ecialist 8 SPC ( 008 $206.67
4wner Billings
C7wner shail pay Engineer for the performance of Services the sum of the fallawing amounts.
(1) The amount of each Black & Veatch Emplpyee's Hpurly Billing M�22ate, as stated
above, times the actual hours the Emplayee spends in perform�ng the Services.
The rates shown are for straight time. Nonexempt employ��s are paid time-and-
one-half far av�rtime haurs, which will increase their billing rate accordingly.
(2) The amount of $9.50 per haur charged to this project by Black & Veatch personnel
for office related expe�nses such as drawing and document reproduction, postage,
avernight deliwery services, long distance telephane and fax charges, and use a#
computers and software, etc.
(3) An amount equal to the actual put-of-pocket cost for travel and iiving expenses.
(4) The actual cast paid by the Engineer to subcontractors plus 10°/4 af the actuai
C05Y.
Nates:
1. Biiling ra#es include alI payrali burden, overheads, and profit.
2. Black & Veatch's accounting year consists oP 12 per'rods, for a totai of 2,48p working hours per
year.
3. Billing rates for 2012-2093 �re listed in the table ak�ove, �rnd ar� far the periad from April 1,
2012 thrpugh March 31, 2p13. Billing rates for 2013 and subsequent years are expected to
increase !�y 5 percent.
4. gilling rates will be autamaticalty adjusted and increased by twenty-five percent (25%) for elt
time charges directly associated with the preparation of and delivery crf expert testimony.
This Rate Sheet cantains information that may be privileged, confidential, and exempt
from disclosure under applic�ble law. Any unauthoriz�d disclosure, copying, or
distributian of this dacument ar any of its conten# is prohibited.
AGENDA DATE
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
November 6, 2012
Materials Management
Bryan Langley ���
tl�tl11111,"�tl"II"IIu �'"h�,j',tl"II""'lltl�;q II..,
Questions concerning this
acquisition may be directed
to Elton Brocic at 349-7133
Consider adoption of an ordinance accepting competitive proposals and awarding an initial one
(1) year contract with the option to extend for four (4) additional one (1) year periods for the sale
of City of Denton scrap electrical wire, metals, electric meters and water meters to Fulton Supply
and Recycling, Inc.; and providing an effective date (RFP 5022-awarded to Fulton Supply and
Recycling per the contract pricing shown on Exhibit A).
RFP INFORMATION
On August 6, 2012, the City of Denton advertised a Request for Proposals (RFP) for the sale of
scrap metal and recyclable materials in the local newspaper, on the Materials Management's
webpage of the City's website, and electronically solicited seventy-three (73) vendors from the
State of Texas Centralized Masters' Bidder's List. The City received only one (1) response to the
solicitation by the due date of September 6, 2012. The sole response was from a local contractor,
Fulton Supply and Recycling, Inc. The City has maintained a successful contractual relationship
with Fulton Supply and Recycling, Inc. for the past ten years.
RECOMMENDATION
Approve a contract for the sale of City of Denton scrap electrical wire, metals, electric meters
and water meters to Fulton Supply and Recycling, Inc. The pricing of the recyclables, which will
be paid by the contractor to the City, shall be based upon the percentage of the American Metal
Marlcet (A.MM.) prevailing marlcet price for Houston as shown in Exhibit A to the ordinance.
Additionally, the City of Denton and Fulton's Supply and Recycling has agreed to allow other
government entities to "piggyback" this contract pricing. For those other government entities that
choose to utilize this contract, a two percent (2%) administrative fee will be assessed and paid to
the City of Denton.
PRINCIPAL PLACE OF BUSINESS
Fulton Supply and Recycling, Inc.
Denton, TX
Agenda Information Sheet
November 6, 2012
Page 2
ESTIMATED SCHEDULE OF PROJECT
The initial term of this contract is for one year ending November 6, 2013. The City and Fulton
Supply and Recycling, Inc. shall have the option to renew this contract for four (4) additional one
(1) year periods.
FISCAL INFORMATION
The sale of the scrap materials generates revenue that is deposited bacic into the operating
accounts of the participating City departments.
Respectfully submitted:
�
�
�
...��,%� ._..__��
Antonio Puente, Jr., 349-7283
Assistant Director of Finance
1 =AIS-RFY 5022
ORDINANCE NO.
AN ORDINANCE ACCEPTING COMPETITNE PROPOSALS AND AWARDING AN Il�]ITIAL
ONE (1) YEAR CONTRACT WITH THE OPTION TO EXTEND FORFOUR (4) ADDITIONAL
ONE (1) YEAR PERIODS FOR THE SALE OF CITY OF DENTON SCRAP ELECTRICAL
WIRE, METALS, ELECTRIC METERS AND WATER METERS TO FULTON SUPPLY AND
RECYCLING, 1NC.; AND PROVIDING AN EFFECTIVE DATE (RFP 5022-AWARDED TO
FULTON SUPPLY AND RECYCLING PER THE CONTRACT PRICING SHOWN ON EX�IIBIT
A).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the sale of scrap electrical wire, metals, electric meters and water meters in accordance with the
procedures of State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
N [_JIVIBER CONTRACTOR AMOUNT
5022 Fulton Supply and Recycling Exhibit A
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to sell the materials in accordance with the terms, specifications, standards, quantities and for
the specified pricing contained in the Proposal Invitations, Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified pricing contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or pernutted to be performed by the City of Denton
under the RFP 5022 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2012.
MARK A. BLJRROUGHS, MAYOR
ATTEST:
JENNg'ER WALTERS, CITY SECRETARY
I:•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
._..... �r'��.-�'---��--'`'
�
BY:
Exhibit A
CONTRACT # 5022
BY AND BETWEEN CITY OF DENTON, TEXAS
AND FULTON SUPPLY AND RECYCLING, Inc.
THIS CONTRACT is made and entered into this 6th day of November A.D., 2012, by
and between Fulton Supplv and Recvclin�, Inc. a corporation, whose address is 1404 Fort
Worth Drive, Denton, Texas 76205, hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home nile municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products or services in accordance with the Contractor's
proposal in response theretq a copy of which is attached hereto and incorporated herein for all
purposes as Exhibit "A". The Contract consists of this written agreement and the following
items which are attached hereto and incorporated herein by reference:
(a)
(b)
(c)
(d)
(e)
Contractor Response to RFP 5022 — Contract Pricing
City of Denton Standard Terms and Conditions
and contractual requirements
Contractors' Business Information
Contractor Response to RFP 5022 - Conflict of Interest Questionnaire
Contractor Response to RFP 5022 - Insurance Documentation
These documents malce up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
TAi WITN��S ���Ol�, the pa�rties of t�ese presants have execu#ed this a�eement in t�e year
and c��y #irst above �v�:ittez�.
,: .
A`1"�'E�T:
� ; �--��, �-�t.�� ���
APPRQVED AS T� �OR►l�:
A�I�TA �3iJiZGES�, CYT� ATTORi�IEY
�
A'�'TEST:
C� of benton
(SEA�.)
c�
�. . E , c.-tr�1�.�f �--�rt�
NTRACTflR
`��� '.r?.�x �a� /
a� �rm �� � z-2� •�
IY�AiLiNG ADDRESS
, ����7� �62�`��l —
PHO�iE NU�i�fBER
.� �%�� �i��_�- `=�`7� � _
F.AX �IZTMBLR
BY: . �a S�� � �f'�-� _
T�TL�,
� . 5��.�2��Y� '� �—Li.� `�
�'�N�`EA 3�TA��iiE
(�EAr.)
s , t •
�xhibi� �.
��P 5�122 Pric�ng Shee� �or Sale of Scrap Ma�eriaCs
The responderrt shaf! camplete the follovving secYion, which dlrert�y corresponds ta Section 11 � Scope of Services, rxnd Section V, Payment and Per�'armance Reaulrerraents.
� ����� . � - , ��� ,.
= . ; . � �; : � : � � ,� ,
.; 1'
�, �'_. ./ , �'' ��� �: . / ��. , � - . :/� �. ,/: � 4 .•i .. : � .� '. .� .
I, CONTRACTOR'S QBLIGATIONS. The Contractor• shall fiilly and ti�nely provide ali delivarables
desct•ibed in the Solicitation and i�i the Conteactar's Offe�• in sErict accordance r�vith the tenns, covenants,
and conc3itioi�s of ti�e Coiztract and all applieable Federat, State, and local Ia�vs, rules, and ��egulatio�s.
2. EFFECTrV� DATE/TERM. Unless othei��ise specified in the Solicitation, t�is Contcact shall be
effective as of the date the contract is sigiied by the City, and si�all conii��ue in effect ��ntii all obligatians
are performed in accordanca �vith tlie Contract.
3. CONTRACTOR TO PACKAG� D�LIVERABLES: The Cont�•actor �vill packa�e deliverables in
acco�•dance tiviin good co�nmercial practice and sliafl inchide a packing list sho�ving the description of
each itern, the quantity and ut�it p��ice uiiless othei•tivise provided in the Specifications or St�pplemental
Tec•�ns and Conditions, eaci� shippi��g eo��tainar shall b� clearly and pe�-manently marked as follaws: (a)
The Contractor's name and address, (b) the City's na3ne, address and pii��chase ordee �r purchase �•elease
tzu►nber and the price agreement number if ap�ticable, {c) Container number and total nurnbet• of
containei•s, e.g. baY 1 of � baYes, anct (d} t�e num�e�• af the contair�e�• bea�•ing the packing Iist. The
Contractor sl�ail 6ear cost of pacicaging. Deliverables shatl be suit�bly packec� to secure �o�vest
transpo�•tation easts ancl to eonfo�•m ta a11 the x•eq��ireznejzts of eo�n�non carriers a�ci any applieabia
speaificatio�i. The City's cot�n� oi• ��eight shalt be �inal and conelusive on shipments not aceQ�npanied by
packing lists.
�1. SHIPM�NT iTNDER ItCSERVATZON PROHII3ITED: Tf�e Contractor is not aut�iorized to s�ip the
deliverables under reser�atio�� and i�o tender of a bill of lading will operate as a tender of detive��ables.
5. TITLE & RISK OI{' LOSS: Title to anci ��isk of loss ofthe cEelivei•ables shall �ass to the City only
�vlaen the Cit�� act«aEiy receives and aecepts tlie delivei�abies.
6. DELYV�RY TERMS AND TItANSPORTATrON CHARG�S: Deli�erables shall be shipped
F.O.B. paint of deliveiy unless other�vise specified in the Su�plemental Tet•ms and Cont�itio�ts. Ut3less
otherivise stat�d in ihe Offer, the Contractor's price shall t�e dee�ned tfl inc�ttde all cielivery a�ici
transportatio�i charges. TI�e City s�a1l h�ve tile t•iglrt to c�esignaYe �v3aat znetlaod of t��anspo��aiion sf�alI be
��sed to shi� the deliverables. The place af cielive�y shall be that set for�h the purchase order.
7, RYGHT OF IivSPECTION AlYD R�JECTION: The City expressly resef•ves all rights iinder lativ,
including, but not li�nited to the Unifor�n Cornmercia] Cocie, to izlspeet tlae delive�•a�les at delivery before
accept�ng tl�e�n, and to reject ciefecti�e ar non-confor�ning deliverables. If the City has the right to inspeet
the Cont�•actor's, a�• ihe Contz•actor's S�Ebcon��•acto�•'s, facilities, or the deli�erables at t11e Contractoi's, or
the Cont��actor's Subconteacto�•'s, }�remises, the Contractor shall fii���ish, o�� cause to be fiu-nished, �Vl��1011t
adc�itionaI charge, all re�sonable facilities a�id assistance to the City to facilitate such inspeetion.
8. NO REPLACEMENT OF llEFECTiV� T�ND�R: �vety tenc�ei• o�• delive��y of deliverables m€�st
fully comply tivith all provisio�s of the Cont�•act as to ti�ne af deliveiy, q��ality, and quantity. Any �tion-
co�nplyi�ig tenc�er slaall constit�te a breacl� and the Cor�tractar sl�ali not ha�e the right to suhstitute a
canfo��ning tender; provided, �vhez•e the time far pe►•f�z•inanee h�s r�ot yet e,cp�reci, t�e Contractor inay
notify ti�e City of #he intention to cure a�id may then �nake a conforming tender tivithi�� the time allottecl in
the contract.
9. PLACE AND CONDYTYON OF WORK: The City sha31 provide the Contractor access to Ehe sites
�vl�ere the Cont��acto�• is ta perfor�� the services as �•eq�ziz•ed in o��der far the Contracto�• to pex•fo�•m the
services in a t�mely a�ici efficient rr�anner, in accorc�ance r��it1� a�ad s«bjeet to tlie applicable sect�rity �a�vs,
��ules, at�c� regtrlatio�s. The Contr�etor acknQ�vladgas that it has satisfied itself as to tl�e naf��re of #he
City's service rec�ui�•ements and specifications, the location and essentia� cha�•acteristics of the �vort�k sites,
the quality and quantity oi m�terials, equipment, Iabor and facilities necessaiy to perfo�7n the services,
and any other condition o�• state of fact �vhieh couid in any way af��ct performance af fhe Contraetoa's
obtigations unc�er the contract. T1�e Cont�•actor f�ereby �•eleases and holds the City h�rtnless ft�ot�� at�d
againsi any liability o�� elaim for darr�ages of any kind or nai�re if the actual site or service coiiditions
cEiffer ii•om eYpeeted conditio3�s.
10. WORKI'ORCE
A. The Contracto�• sha31 employ only orc�erly and cornpetent tivo�•kers, skilled in #he perfoi�nance o�'the
seivices �vhich tl�ey tiviii perfor�n irnc�er t�e Cantrac#.
B. The Contractoc•, its employees, subcont�actars, anc� s�lbcontracto�•'s e�nployees �nay not �vl�ile e�fgaged
it� pai�ticipaiing or respo��ding to a solicitation or �vhile in the co�zrse anci scope of c�eli�eri��g goods or
se��vices �inder a City of Der�tot� contrae# or an khe City's properry .
i. ��se or possess a firearm, incii�ding a concesled handgun tha# is liee��sed u�ider state la�v, exce�t
as �•ec�uu ecE by #he teirns of the cantract; or
ii, iise o�• possess alcoholic or other intoYicafing beverages, illegal di�ugs ar coi�t�•olled substl�ices,
nor �nay s��ch �varkers be into�icated, or u�lder the influence of aleohol or dr��gs, on the job.
C. If ihe City a�• the City's rep►�esentative notifies t�e Cantractor that any tvo��ker is i��campetent,
disarderly or disobediejat, has knotivingly or ��epeatedl}T �iolatec� safaty regulations, has possessed any
firea��ns, or has possessed ar was i�nde�• the influence of alco��ol or cirugs on the jo6, #he Contractor s1�a11
imrnediately ��eznove s��ch rva�•kei• ii•o�� Cont�•act s�rviees, a�td may not ern�loy s��eh �vorker again on
Contract se��vices �vithout the City's priar written consent,
I�ixynig��ation: Tite Cont��actor represenis and waiYants that it sl�all comply �vith the reqi►ii•ements of the
Immigeation Refo�•�n anc� Co��trol Aet of 1986 and 199� regarding employment ve�•i�cation and z•ete��tion
of veri�cation for.ins fo�• atry individuals hir�d an or after November 6, 198&, �vha �vill perfo��m any labo�•
oi• serviees under the Coiitract and the Illegal Im�nigratior� Refarm anc3 I�nmigrant Respo��sibility Act of
1996 ("I�) enactad o�i September 30, 1996.
11. COMPLIANCE WYTH HEALTI-�, SAI+�TY, AND E�IVIRONMENTAL REGULATIONS: The
Contractor, it's Subcontracto�`s, and their ��espective employees, shall co�nply fully iviti� ail appiicable
f�derai, state, a�id local health, safety, anci envir€�nmejitaf laws, ordinanees, r��les and �•egt�lations in the
�e�•foi�nance of the ser�ices, including bi�t not ]irnited to those prom�igated by the City and by the
Occ��pational Safety and Healt3i Administration (OSHA}. In case of eonflict, the �nost sti•ingent safery
req��irement sha11 govern. The Cont��actor s�ali i�demnify and hold the City hainiless fi�om and against all
claiins, de�nands, suits, actio►is, jucigmen�s, fines, penalties and Iiabiiity of eve�y kind arisi��g fram the
b�•eaclti of the Cont�•acto�•'s obligations ut�der tliis paragraph.
��avit•onrner�tal Protection: The R�spondent shall be i�� compliance ��ith all applicable standa�•ds, arde��s,
at• regi�lations issued pti��suant to #he mandates af ti�e Clean Ai�• Act (42 U.S.C. §7401 et sec�.) at�d the
Fede�•al Water Pall��tion Controi Act, as amended, {33 U.S.C. § 1251 et seq.).
I2. INVOICLS;
A, The Contracior shall sub�r�it separate invoices in duplicate on each pu��chase o��de�• or pl���chase
�'elease after eacl� delive��y. Tf pairtial shipments or de�iveries a�•e authorized by the City, a separate invoiee
�nust be sent for each shipment ar deliveiy �nade.
B. Proper Invoices m��st include a i�nique iuvoice uu�nber, the purchase ox�c�e�• ot• delivety oa•de�r
numbei• a�id f�ie mas#er agree�zyent nurnber if ap��licable, the Department's Name, avd tl�e �a�ne vf
f�e ��nint of contact fo�• tlfe Departraent. Tnvoiees shall be itemized a��ci tra�isportation charges, if any,
s��all be listed separately. A copy of the bill of lacii��g and the fi•eigtit �,va�bill, �vlien applicable, shall he
attac��ec� to tl�e invoice. Tlie Contractar's name, remittance acfdress and, if applicable, the taY
identifica#ion mimber oti the invoice must exactly match the infox•�natio�� i�� the Vendo�•'s registratiozi rvit]i
ti�e Cif.y. U�fless othe����ise instructed in �vi�iting, the City may rely o�� the �•emittance add�•ess specified on
tlae Co��t��acto�•'s invaice.
C. I�ivoices fo�• labor shail inch�de a co�y of a11 tirne-sheets �vith ti•ade labor i•ate anc� deliverables ordei•
nurnber clearly idet�tified. I�voices sl�all alsa incli�c�e a tabulatio�� of work-3ioi2rs at the app��opriate rates
and g►•ou�ed by ��o�•k o�•cie�• nu�r�be�•. Time biiled fo�• labor slaall be limiteci to hotu•s actually worked at�the
ti��ork site.
D. U�1ess other�vise eYpressly aiitlia��ized in the Coz�tract, t�ie Contractor shalI pass th��ough all
St2bcont�•act and atizer autlioi�izeci expenses at actual cost withotit markup.
E. �'ederal excise ta�es, State taYes, or City sales iaYas mi�st not be incl��ded in the invoiced amouiit.
The Ci#y jvill fut�isli a ta� eYem�tion certificate upon request.
13. PAYMENT;
A. All prope�� invoices need to be sent to Accou�ts Fayah3e. Appro�ed iiivoices r�vill be paici witlfin thirty
(30) calendar ciays of the City's receipt of the delivez•ables oi• a.f the invoice being ��eeeivec� in Accoua�ts
Payable, whichever is iater.
B. If payn�e�rt is not time�y n�acle, (pex• pa��agrapl� A); iartex�est slzall accri�e o�a tl�e r��a�aid batax�ce at
ti�e lesser of the rate speci#iecl i�i Te?�as Gave�•�fnxez�t Cocle Sectio�� 2251..025 0�• the irr�a�imir�n la�vfial
i�ate; eYCe�t, if pa,y�nent is not timei}� made for a reason for wl�ich fiie City n�ay witi�hold ��ayment
hereu�ider, interest sliall not accrue u��til ten {10) caienda�� days aftea• t}�e grot�n[ls �oa� rvitlilialc�ing
payment l�ave beeii resolvec�.
C. If partial ship�nents or c�etivei•ies are a«#horized by the City, Elie Contractor tivill be paid fo� the pai�ti�l
shipment o�• dEliv�iy, as stated above, �rovided that tl�e invoice �atches the ship�nent or delivery.
D. The City may tivit��olcf or set aff the entire payment or part of �ny pay�nent othei�vise dtte khe
Contractor ta s��cii eYt���t as may be iiecessaiy on acco�int o%
i, delivery of cfe�ective o�• nornconforming deliverables by the Contr�cto�•;
ii. third party claims, ti�hich a��e not covered 6y the insi�rance �vhiei� the Co�itractor is
reqtiired to
pi•avide, are f�led or i•easonable evidence indicating probable filing of such clairns;
iii, failure oftl�e Conkracta�� to pay Subcontracto►•s, or fo�• l�bor, �nate��ials or ec�s�i�ment;
iW. clamage to the property of the City or tlfe City's agents, employees or contractors,
rvhich is not covered by insuz•ance R•eqi�i►•ec� to be provided b}� the Contractor;
�. reaso��able evicience that tlie Contractoi's obligations will not be completed �vitfiin tl�e
tizne specifiec� in the Cont��act, aud that the unpaid balanca `va��ld not ba adequate ta
cover actiEal of• liq�Eidated da�nages foc the antici�ated delay;
vi. failure of the Cont�•actor to subinit proper invoices �vith purchase order n���n6er, �vith al�
rec�uired attachinents anci supporti��g doci�mentation; or
vii. failure of tl�e Cantractor to com�ly tivith any mate��ial provision of tl�e Co��trac#
Doci�ments.
E. Notice is he�-eby given that any a�varded frm who is i�i a�•rea�s to tl�e City of Denton Foi• c�etinquent
taxes, the C►ty may offset indebtedness o��ed tiie Ciiy th�•ough pay�nent �vi#hi�olding.
�'. Pay�nent will be mat�e by c3;eck i�nless the pai•ties mutually agree to payment by credi# carc� ar
electt•onie t�•ansfe�� of funds. The Cont�•actor agrees thai ihe�•e shall be no additional charges, surcl�arges, o�•
penalties to the City foc payments mat�e by c�•edit card or electronic funds transfer,
G. The a«ardii�g or continuation of this conn�act is depe�ide2�t upon the availability of fimding. The City's
pay�nent obligatio�is are payable only and salely fi•oin funds Appropriatec� and a�ailab�e for this cont��act.
The absei�ce of Appropriated ar oti�er la�vfi�lly available fi�nds shall render the Co�itract null and void to
tl�e exterat fu�lc3s a��e not Approp�•iated o�• available �nd any c�eliverables deIivered b��t i�zi�aid shali be
ret��ned to t��e Con#�•actar. The City shall p�•ovide the Contractor wi•itten notiee of tlie failure of #he City
to inake a�� ad�q��ate Appra�riation for a�iy fiscal year to pay the ama�mts due uncie�• t�ie Cantract, oi• the
reductian af any A�prop�•iation to an a�na��nt i�is�lf�'ieient ta per�nit tlie City ta pay its obligations �2ndea•
#�ie Cont��act. In the event af i�one oi• inadequate apprap�•iation of f��nds, there iviil be no penalty noi•
��emovai fees cl�argec� to the City.
l�, TRAVEL EXPENSES: Ali tra�el, lodging anci pei� diem e�penses in connection �vith the Contract
slfall be paiel by the Co��Tractor, unless othei-��is� stated in tl�e contract terms.
15. I'INAL PAYM�NT AN77 CLOSE-�UT:
A. �f a DBEIIVIB�/WBE Progra�n Pian is agreed to and tl�e Contractor has identified �ubcontractors, the
Con#ractor is �•eq��i�•ed to submit a Co�itract Close-O��t ivlB�f WBE Compliance Raport to the i1�Ianager of
Mate��ials Management no later thari the 1 Sth caiezida�• day afte�• co�npleiio�a of all �vo��k ��nder the eont�•�ct.
Final pay�nent, retainage, o�• both may be withl�eld if the Conteaetor is not in complia��ce witii the
��eqi�irements as aeceptec� by ti�e City.
B. The making and acceptance of #'inal payment tivill co�istitute:
i. a�vaiver af all claims by the City �gainst tl�e Contractor, exeept clairns (1) �vhich have been
pre��iotrsly asse��ted in �vritii�g a��d not yet settled, (2) a�•ising irotn defective tivork appearing after fi��ai
inspection, (3) a��ising fi•om failure of the Co�iti�actor to cot�iply tivith the Contract or the ter�ns of ar�y
wa�•ranty specified hez•ein, (4} arising fi•orn khe Cantractar's continuing obligat�ons under tlie Ca�#ract,
includi��g but not limited ta inc3em�iity and wa�ranty obligations, or {5) arising u��der the City's righ;t to
auc�it, anci ii. a �vai�er of a11 claims by the Contracta�• agai��st the City other #han those pt�evioi�sly asserteci
i�� �vriti��g anci not yet settled.
16. SPECIAL TOOLS & TE�T EQUIPMENT: If t3ie price statec� on the Of%r incl��c�es tite cost o� any
special tooling or special tesi equip�ner�t fabz�icated o►• z•equi��ed by the Contracta�• fo�• the �urpose offlling
this arder, si�eh special toolii�g eq�iiprnent and any process sheeis refated the��eto shall b�come the
property of the City and s�all he icientified by t�e Contracto�• as such.
17. RIGHT TO AUDiT:
A. The City shall h�ve the riglit to a�icEit anct make copies of tEie books, records and comp��tations
pertaining to tl�e Contract. The Contracto�� sl�all retain such books, recoz�c�s, docutnents and othez• evicieiice
pertaii�ing to the Contract periad and five years thei•eafter, except if an aucEit is i�i progcess oi� audit
findings a�•e yet ��nresolved, in �vhicl� case recoi•ds shall be kept until all audit tasks at•e eojnpleted and
resolved. Tliesa books, ��ecords, doet�rtnents and otl�er evidence shall be available, tivithin ten (10) business
ciays of �Vritten rec�iEest. F��rtl�ee, the Conh�aetor shall atso �-equire all Stibeontractors, inatet•ial strpplie�•s,
anci otl�er payees to retain a11 Uaoks, �•ecards, doci�ments and otiier evicEence pertai�iing to the Coniract,
a��d to allo�v #he City si►ni�ar access to those docun�ents. 1111 books and records �vill be �nade availabte
��ithin a 50 mile raciius of the City of Denton. Tl�e cost o�'the audit �vill be boi��e 6y the City u��less the
attdit reveals ar� o�er�aymen# of 1°/a or greate�•. If an overpaynlent of 1% o�• gi�eater oec��rs, the i�easonable
cost of ti�e aucEit, including an}� trave[ costs, must be bo�•��e by the Contractoz• rvl�icl� m��st be payable
ti�ithin five (5) business days of ��eceipt of an invoice.
B. F�itu��e to eomply jvith the provisians of this section shall be a material breacl� of tl�e Cozlt��act anci
shal] constiri�te, in the City's sole dise�•etion, g�•ounds fo�• termi��atian tl�e�•eof. Eacl� of the tei•ms "boo�s",
"records", "docunlents" anc3 "othei• evide��ce", as used above, shall be cons#��tiecE to iucl��da drafts �nd
electronic files, even if s��ch ctrafts Qr electronic files a�•e si�bseq�ientiy tised to genera#e ar p��epare a#inal
printed docu�nent, _
i 8. SUBCONTI2ACTORS:
A. If t�e ContE•acta�• icienti�ied Su�cantracto��s in a DBElIVIBEIWBE ag�•eet� to Pian, t�te Co�tz•acto►• s�tall
comply �vitl� all t�equi►•ements approved by tlze City. The Contcaetor shall not initiaily employ any
Subcontractor e�cept as p�•ovideci in the Contractor's Plan. Tlle Co3�tracto�• shall not substih�te any
Subco��tractor id�iiti�ed i�i the Plan, �►nless t�Ze s��bstitl�te ��as been accepted by tiie City in �vriting. No
acceptance by tiie City of any Subcontractor shali eonsti#ute a r�v�ive►• of any i•igl�ts o�• rejnedies of the City
�vitlf respect to defective deliverab�es pravided by a Su6eontractor, If a�lan h�s been approvecl, the
Conicactor is additional�y requi�-ed to su6mit a monthly Subcan#ract A�vards �nd Expenc�itt�res Report to
tlie Procurement Manager, no late�• t�ai� t��e tenth calenc3at• day of each �no�ith.
B. Wo�•k performed far the Contractor by � Sa�bcor�tracta• s�all be pursuant to a ti��itten contract bahveeif
t�le Conti•acfor and S��6con#ractor. The t�ims of tiie s�ibcont�•act may not conflict �vit�l the terrns of the
Co��ti•act, and shall cantain provisions that:
i. �•equi�•e #hat all deliverablas to 6� proirided by #he S��contractor be p��ovided in st�•ict
aceordanee �vith the provisions, specificatia�is and tei7ns of the Cont�•act;
ii. proliibit t}le Subcontracto�� t'i�am fu��ther subcon�raeting any portion of tlie Cant�•aet
�vithoui th� prio�• tiv�•itte�i consent of tl�e City ac�d the Conti•acto�•. The City �nay i�eqi�ire, as
a conditian to si�ch further st�bcontt•acting, that the Subcontraetor post a payinent bond in
form, substance a�d amoirnt acceptable to the City;
iii, reqt�ire Subco��tractors to si�bmit all invoices and ap�lications foi• payments, including
ar�y claims fo�• additional paymenis, datnages or otlie���vise, to ti�e ContE�acto�• in sufficie��t
time to enal�Ie the Co��tractar to ii�clucie same �vith its invoice ar ap�lication for pay�ne�it
to #he City i�� accai-dance �vith the ��i�n�s of the Coniract;
iv. reqt�ire that all Si�bco�it�•actars obtain and inaintain, tlzrougho�it t��e te�•m of their
contract, i��surance in the type and ainot�nts specified far tl�e Contt•actor, ivitlt t�e Ci�y
beit�g a natned insured as its inte�•est si�ali appear; anc�
v. rec�uire that the Subcontractai• indeinnify and hold the City ha�ml�ss to the same e�tent
as the Contractor is requi�•ec� to i�ide���nify the City,
C. Tlie Coi�tractor sl�all be fully responsible to d�e City for aIl acts and o�nissions of the Subeontractors
ji�st as th� Contraetnr is respoxtsible fo�• the Cont►•actoi•'s o�vn acts and ainissions. Nothing in the Contract
shall create for the benefit of a�iy si�ch Subeontracta�• any coi�trach2al �-elationsl�ip b�riv�an the City and
any si�eh Subcont�•acto�•, �ior shall it create any o�ligation on the pa►•t of tl�e City to pay or to se� to the
payment of any moneys due any sueh S�Ebeontcactor except as may athertivise t�e reqi�ired by iativ.
D. The Conh-actor sha[I �ay eacl� S�ibcontractor its app��opriate sliare of pay�nen#s made to the Cont��actor
not later than ten {10) calenda�• days after receipt of payme�tt fron� the City.
19. WARRANTY-PRICE:
A. The Contractor �va���ants the priees quQted in tlie Offar are no highei• thaE� the Co��t�•actoa•'s cu�•rent
pricas on orders b}f othe►•s for like cieli�erables under simila�• tei�ns of piu�chase.
B. The Conti•actor ce�•tifies that the prices in the Offer have been ari�ived at independenily tivithaut
co�sultation, cotnrnttnication, ar agreement for the pu�pase of restricting competition, as to any matter
relating to such fees �vith any other fir�� or wi#h any competitor.
C, In addition to any atite�• ��e�nedy available, the City may deduct from any amounts owed to the
Contracta�•, or otiieitivise recover, any amounts p�id fat� items in eYCess of the Cont��acta�•'s ctirrent prices
on ordei�s �iy others for like c�eliverables ��nde�• similar te��ms of pL►�•chase.
2�. WARRANTY -- T�TLE: The Contracto�• tivarrants that it has gooc� aiac� inc�efeasi�le title ta all
delivea�al�les furnislied tmder the Con#��act, and that ti�e deliverables are fi•ee anc� clear of a111iens, claims,
seez►rity interests and enc��mbrances. Ti�e Coiii�actor sliall inderr�ify ai�d �iold the City hat•mtess ft�om and
against all advea•se tiile elaims to the delive�•ables.
21. WAIU2ANTY -- DELiV�RA.BLES: The Co�tractox• �var�•ants and �•epresents that all deiiverables
sold the City �tnder the Co�tract shall be fi�ee fi•otn defects in design, �vo��krna��ship or maniifactt�r�, a��d
col�forrn in all material respects io the specificatio�is, dra�vings, and descriptions in the Soiicitation, ta any
samples fua•i�is��ed by the Contractor, ta the tei7ns, covena��ts and eo��ditions of tile Contract, anc� to ail
applicable State, �ec�eral or local la�vs, t•c�les, and ��egulations, and indusfiy codes and standards. Unless
atliei�vise stated i�� the SoIicitation, the deiir�erables sl�all be ne�v a�• �•ecycled �nercl�andise, a�d not used or
reconditioneci.
A. Recycled deliverables shall be clearty identified as such.
B. The Contractor may not Iimit, e�clzide ar diselaim the foregoitig tivarranty or any i�ar�•a�ity implied by
la�v; and aify atte�pt to do so shall be �vithoE�i force o�• effect.
C. Unless atl�er�vise specified in tl�e Cont��aet, t�ie 1�war��ar�ry period shall be at least one yea�• fi•om the date
of acceptance of the deliverables or fi•om the date oi acceptance of any, replaceme��t delive►�ables. If during
the �va�-ranty period, one or �no��e of the abo�e ��acranties are breached, the Co�itraeto�� shall promptly
i�poi� receipt of deinand eithe�• repair tlie non-conforming deliverables, oi• replace the non-conforming
t�elivet�ables �vith fiilly eonfor�ning cEeliverables, at the City's o�tion and at rto additional cost to the Ci#y.
All cos#s incidental to such ��epair or replacement, i��cl�iding but not limited ta, any �ackagitig attd
shippi��g costs shall be bo�•ne e�el�3sively by ihe Co��tracto�•. The Ciry sha11 encEeavor to give tf�e
Conti�actor �vritten notice of tl�e bi•each of �va�•ranty �vithi� thi�•ty (30) calendar c�ays of discove�y of the
b�•each of �,vai•�•an�y, bi�t faitu�•e to give tin�ely notice slialt not i�npair the City's rigl�ts u�ide�• this section,
D. If tlie Cont�•actor is unable or «m�ilti��g to repair o�• replace defective or non-confo��ming deliveE•ables
as r�c�ui��ed by tiie Gity, tl�en in addition to a��y ott�er available �•ezx�edy, tl�e City rt�ay �•ec3uee the qtiantity
of delivei�ables it may be re�uired to purehase unde�• the Contraet from the Co��tractor, anci purchase
canforming deliverables from other sources. In such event, t�ie Cont�•acto�• siiall pay to tiae City upan
derrEa�ad the inc�•eased cost, if any, incurred E�y the City to p�•oci�re si�cli deliverables from anoti�er so�i�•ce.
E. rf tl�e Contraetoz• is not tl�e mant�factu�'er, a��d the delive�'ables �i�e covered by a sepa�'ate �ttauufactu�•et''s
war��anty, ihe Conhactor sliall transfer and assign such m�nuiacturer's wacra��ty to tl�e City. If for any
reason the manufacturer's �va�•ranty can��ot be fi�lly trans%r��ed to the City, the Contracto�• shal� assist and
coopea•ate �vit� the City ta the fi�llest extent ta enforce such �nantifachu•e�'s tivat�anty fo�• the 6enefit of the
City.
22. WARRANTY — SERVTC�S: Tlie Contractor �va�•rants anci represents that all serviees to be p�'ovid�d
#he City u�idei� the Contract �,vill be fully aiid tiz�aely pea•fo�•med in � goad and workma»like �na��ner i1�
accordanee �viti� generally accepted industry standa�•c�s and practiees, the terms, conclitions, anci covenants
of the Co��tract, and all applicable Fe�ei•al, State and loeal laivs, rEiles o�• regulations.
A. The Coiitracto�• rt�ay not li�nit, exclude or disclaim the foregoing �var��anty o�• any �varrant�� i»�plied by
lativ, and any attempi to do sa shall be �vithout force o�• effect.
B. Unless ather�vise s�ecifed in the Cont�•act, tlie tiva��•anty perioc� sl�al� be at least one year from the
Aceeptanee Date. If d��ri��g th� tivarranty pe�-iad, one n�• ni�re of tha above ivarranties az•e h�•eaehed, the
Cozttracto�• shall pramptly upon receipt of de�nand pe�•fQrm the se��vices again in accordance �,vitli above
standard at no ac�ditia��al cost to t1�e City. All costs i��cidental �o such adcfitional performance sliall be
bor��e by the Contractor. The City sl�all endeavor ta give tf�e Cont�•aetor tivritten no#ice of the 6reach of
tivar��anty �vithin thirty {30} calendai• days of ciiscove�y oi the breaeh warranty, but failure to giv� ti�nely
notice shal� not impair tlie City's rigl�ts t�ncler tliis section.
C, If the Cont��actor is �inable af• un�villing to pe��for�� its services i�� accoE•dance with #he above sianda��d
as �•equirecE by the City, then �n adctitioz� to any athez� available remedy, tlae City may reduce the ar�ount of
ser�ices it �nay be req��ired to pi�rchase ��nder the Cont��act fi•orr� the Cont��actor, and purchase confo�ming
services f�•o�n otlier soi�i•c�s. In suc�� event, tiie Cantractar shall pay to tlae City ripoa� cieznanc� the incz•eased
cast, ifany, incu�7'ed by #he City to pt•ocure such services from another soui�ce.
23. ACCEPTANCE QF INCOMPLETE QR NON-CONFORMING DELIVERABLES: If, instead
of i•equi��ing itnmediate correctEon o�• remo�al anci ►•epiaeement of defeeti�e ai• non-confor�ni��g
cfeliva��ables; the City p�•efe��s to accept it, the City �nay do so. The Cant�•acto►• sI�a11 pay all claims, costs,
losses arid damages attributabte to the City's ev�luation of anc� c3eteimination Eo accept such defective or
non-confor�ning deliverables. If any si�cli ace�ptane� occu�•s prioi° to fi��al pay�nent, #l�e City �ay dec�uct
such a3�ot�r�ts as are necessa�y to campensate tlie City �or tite diminished va�ue of tlie defective or non-
conforming deliverables. If the acceptance occiars af�et• final payment, such a�nount �vill be refimded to
th� City by the Contractar.
2�. RIGHT TO ASSiJRANCE: Whe��ever one party to the Contract i« goocl faith has reason to qi�estio�i
tl�e othe�� party's intent to �e�•fonn, demand may be �nade to the other party fo�• �vritten assuranee of the
intent to perfor���. � the event that no assu�•ance is given �vithin the tiine specified aftei• demand is ma�ie,
the demanding party r��y tceat this fail��i�e as an anticipatory repudiatian of the Contraet.
2S. STOP WORK NOTICE; The City tnay issue an i►nmec�iate Stop Work Notice i�� the event the
Cont��actor is observed �erfo��rni��g in a manna�• thai is in viola#io�� of Fec3e��al, State, o�• local guidelines, or
iti a ittat�ner that is determi»ed by the City ta be tinsafe to either life ar property. Upon noti�'ica�ion, the
Contractor �vill cease ail woi�k �mtil notified by th� City that the violation or unsafe eoifditio�� has beet�
corrected. The Contracto�• sh�ll be liable fo�• ali costs incun•ed by the City as a result of t�e issuance of
siic� Stop Work Notice.
26. DEFAULT; The Contractor shall be in ciefai�lt unc�er ti�e Contract if the Con#racto�• (a) fails to fiilly,
tirnety and faitizfiilly perfortn any of its tnate�•ial obligatians u�dez• tlle Cont�•act, (b} fails to provide
adeqtiate assurance af perfo�7nance u��der �arag�•aph 2�, (c} becomes insolvetrt or seeks relief undet• the
bankE�f�ptcy Ia�vs of the United Stat�s ar (d} makes a inaterial rt�isz�ep�•ese�tatior� in Contracto�•'s �ffe�•, or
iz� any repoz�t o�• c�elivera�le �•ec�t�i;•ed ta �e submitted 6y the Conti�aetor to tlie Ci#y.
27. TERII+IINAT�ON FOI2 CAUSE: �� #he even# of a defaulE by tl�e Confractor, the City shal] have the
riglit to terminate #he Co��t��aet for cause, by �vri�tej3 notice effective tan (10) calenciar days, unless
otlae���vise spec��ec�, afte�' the date of sllch natice, unless tiie Coniractor, �vithin such ten (10) day period,
c��res such deiault, or pro�ides evidence sufficient ta prove to t(ie City's �'easonabte satisfac#ion tl�at suck�
cE�fault ctoes not, in facf, e�ist. In addition to any other remetfy availahle under la�v or in equity, the City
s��all be en#itled to �•ecover• all actuai damages, casts, Iosses and exp�nses, incur�•ed 6y ti�e City as a�•esutt
of the Contractor's def�ult, includi��g, rvithout lirnitation, cost of co�er, ��easonable attorneys' fees, cau��t
costs, and pi•ejudg�nent and post-�udgment interest at the �naYi�n��xn la�vful rate. Additiona�ly, in the e�ent
of a defa��it by the Contractor, the City m�y i•emove tl�e Contraeto�• fi•oin the City's ve�ado�• list for three
{3) years aiid any Offer submitted 6y ti�e Contracto�� may be disqt2alified �or up ta ttii•ee (3) years. Ali
rig��ts anci i�e�nedies uiicier the Contract are c��trz«lati�le and are not eYCli�sive af any ather right or remedy
p�•o�videc� by 1aw.
28. TERMPIAT�ON WITHQUT CAUSE: The City sliali have tl�e right to terminate the Cont��act, in
�vhole or in part, without cause a��y ti�ne u�o�i thiri}T (30} cale�dar days' p�•ioi• �vrit�en notice. Upon �•ecei�t
of a taotice af tet•�ninatian, the Cont�•ac#or sha11 promptly cease all ful�ther woric pii►�suaiit to t3�e Contract,
�vith such eYeeptions, if any, specified in the notiee of tei�nination. Th� City shall pay the Coniracto�', to
t1�e exte�t of fir�ads Ap��ropt•iated or ot�te�ti�ise legally available for suc�� purposes, fo�• all goods deliverec�
and services perfor�ed and obligations inct�reed p�•ioi� to the date of tenninatio�� in aecarda�ice �vith the
teims heraof.
29. FRAUD: �'rai�dulant statemen#s by the Con#��acto�• on any Offe�• or i�� any i•epo��t or c�elive�•able
required to be si2b�nitted by the Contractor to t�e City sl��ll be gi•ot2nds far the �er���ination af the Co�itract
fo�• cause by tt�e City and may res��lt in legal actior�.
30. DELAY�:
A. The City may delay schec�utec3 delivezy o�• athe�• ctue dates by �vritte�� r�atice to t�ie Contractor if the
City deems it is i�i its bes# inte��est. If s�zch c�elay ca��ses an inc�-ease in the cost of the tiva��k i�nder the
Contract, the City and the Co�t��actar shall negotiate an equitable adjtist�nea�t for costs incu��•ed by tl�e
Cant��actot• in t��e Co��tract price and eYeeute an �mend�ne��t tQ the Cont��act. The Cant��acto�• m��st assert its
right to an adjusttnent �vithij� thirty (34) calendar days fror� tf�e date af rec�ipt of the ��otice af delay.
Failiire to agree on az�y adjusted price s�all be hanctled under the Disp��te Resolution process specified in
paragraph 49. Hoivever, nothing in ti�is provision shall excuse the Contractor fro�n deiaying the delive�y
as notified.
B. Naither party shall be liable for any default or delay in the perforn�ance of its obliga#ions trnder this
Contract if, tivliile and to the extent such default ar delay is caused by acts of God, fi�•e, riots, civil
commotion, iai�or disruptions, sabotage, sovei•eign cond��c#, ar any ofhe�` cause heyond tl�e reasonable
contr�ol of such Party. In tl�e event of defa��lt or delay in contract �erfai7nance dtie to any of the foi•egoing
ca�.�ses, then ti�e time for com�letion of the services �vill be eYtended; provided, �iowever, in such an
event, a confex•ence wi11 E�e �e�d �vithi� three (3} bi�siness days ta establish a mutually agr•eeable pez�iod af
time reasonably necessary to overcorr�e the effect o€s��eh fail��re to perforrr�.
31. INDEM:NITY:
A. Definitions:
i. "Ir�cfe�nnified Ciaims" shall inettide any and all c�aims, demands, s��its, eai�ses of action,
judgments and li�biIity of e�e�y character, type ar desci•i�tian, inel��ding alI reasonable eosts ancE
eYpe��ses af litigatian, �nediatian ar other alternate disp�tte �•esolution mechanism, including
atta�ney and other professional fees for: {1) damage to or loss of the property of a�iy person
(i��cl��ding, b�tt not liinited to the Ciiy, the Col�tractoi•, their respeekive agents, offcers, e�nployees
and suhconti�actors; the officers, agents, anc� einployees oFsueh subcont�•acto�-s; and thi��d parties);
and/ot• (2) death, bodily injt�ry, illness, c�isease, tivo�•ker's compensation, loss af seivices, ar iass of
income oi� ti�ages to any person (including but not limitec3 to the age��ts, officers and e�nployees oF
the Citiy, the Contractor, the Ca��tz•acto�•'s subeo��tractors, ar�d t�ird parties), i�, "Fault" shall
include the saie of defective oi• non-con%rining deli�rerables, �iegiige�ice, �vi�lfi�l rniscond��ct or a
breacl� of any �egally i�nposed strt•ict liability st�ndard.
B. THE CONTRACTOR SHALL DEI+END (AT THE OPTION OI+ TH� CIT�, �NDEMNII'Y,
AND I-IOLD TH� CITY, TTS SUCCESSORS, ASSIGN,S, OFFICERS, �MPLOY��S AND .
�L�CT�D �FTICIALS IIAR_�I�IL�SS TROM AND AGAINST ALL IND�MNIFI�D CLAINIS
DII2ECTLY ARI�IlVG OUT OF, INCIDENT TO, CONCERNI�IG OR RE5ULTING FROM THE
FAULT OF THE CONTRACTOR, OR TH� C�NTRACTOR'� AGENTS, EMPLOYEE,S OR
SUBCONTRACTORS,IN THE PERTORMANCE OT THE CONTRACTOR'S OBLIGATTONS
UNDER THE CONTRACT. NOTH:[NG �IEREIN SHALL BE DEEMED TO LIIYIIT THE
RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIIViITED TO,
TH� RTGHT TO SEEK CONTRIBUTrON) AGATNST ANY TH71tD 1'ARTY WHO i'AY BE
LIABLE FQR AN INDEMNIFIED CLAIM.
32. PTSURANCE: The follo�vi»g insu�•anee �•equicements ace applicable, in additian to the specific
insu��ai�ce �•equirements c�etailed in Attacli;nent A. The successfiii �rm shall pract���e and maintain
insuranee of the types �ud in the minimun� amounts acceptable to #he City of Dento��. The insurance shall be
ti�ritten by a co�npac�y Iicensed to c�o business ui the State af Texas and saiisfaeto�y to tl�e City af De��ton.
A. General Requirerr�ents:
i. Tlie Cont��actor shail at a mini�nun� ear�y insiirane� in tl�e typas and amou��ts indicated and
ag�•eed to, as submitted to the City and appraved by the City �vithin the �rocurement p�•ocess, for
tl�e d�iratian c�ithe Cont��act, ineIuding eltensio�� options and hold ove�• pei�iods, and d��ring aiiy
�va►•rat�ty perioc�.
ii. The Con#ractoi• shall pi�ovide Cei�tifeates of Insui•ance �vith tife coverage's and endo�•sements
rec�ui�•ed ta the City �s ve�•ification of coverage prior to cont�•act e�ec«tion ai�d �vithir� fourteen
{I4) ealendar days after written req��est from the City. �ailuce to provic�e the rec�uired Ce�•tificate
ai Insura��ce �ay subjeet the Offer to disq�iali�ication fi•om co��sideration for award, The
Contracto�• �nz�st alsQ fai�va�•d a Certifeate af Ins��rance ta the City whenever a previoi�sly
identified policy period has eapired, o�• an estension option or holc� ove�� period is eYe3•cised, as
verificatia�� of continuing coverage.
iii. The Contractor shall not ca�nmence tiva�'k ��ntil the required insurance is obtai��ed and until
such insi�;'ance has been revie�ved by the City. A�proval of insZtrance by the City shall not i-elieve
o�• decrease the liability of ihe Contracta�• he�•euncie�• and s}aall not be eonstrued to be a liinitation
of ]iability on the pa�•t of the Contt•actor.
iv. The Coniractor miisi sub�nit eertificates of insuranca to th� City far alI s��bcontractors prior to
the subcontr�ctors eommencing work on the p�•oject.
v. The Contractor's aud all subcontractors' insurance coverage shall be �,vritten by campani�s
licensed ta da business in the State ofTeYas at the time the policies ara issued and shall be
written by con�panies ��vith A.M. Best ratings of A� VII or be#ter. The City tivill aceept �vorkers'
cornpensation co�e�•age �v��itten by the Texas Wo►�kers' Compensatio�� Insuc�ance Fund.
�ri. All enc�orsements naming the City as additional insu��ed, waivers, a�ic� no#ices of canceliation
ez�do�•se�nents as �vell as the Certi�cate of �ns���•ance s��all cor�tain the soiicitaiion nurnbe�• ar�d t]ae
follo�ving information:
City of Denton
iviaterials IVlai�agement D�pai�mant
901B TeYas Street
Denton, Telas 7b209
vii. The "other" insurance clause st�all not apply to the City ti�hare t�e City is an additional
insured sliotivn on a��y policy. It is intended that palicies ��ec�uired in tl�e Cont��act, covering both
the City and the Contractor, shall be conside��ed pri3�aiy cove�•age as appiicable.
viii. If inst�rance policies are not written for a�naunts agreed to «ith the City, the Contz•acta� shall
car►y Uinbrella o�• Elcess Liability T�surance fo�• ai�y differences in ama��nts speci�ect. If EYCess
Liability I.i�su��a�ace is pa•ovidec�, it shall foltow ti�e foz•nl of the p�•irnary coe�ex•age.
iY. The City shali be entitled, u}�on request, at an agreed upon location, and tivitl�out eYpense, to
r�view cai�ifieci eapies of polieies and endorsemeuts t��erata a��d ma}� inake any reasonable
�•eqtiests fo�• deletion or revision or modificatio�i of �articular poliey terms, conciitions, limi#atio��s,
or escl�csio,�s e:ccept �v�iere policy provisioizs a�•e established by lativ or i•eg��lations bi��cting upon
ei#her of the parties he�•eto or the unde�lvrite�• oii �ny s��ch policies,
Y. The City rese�-ves tile right to revie�v the iiis��i•anee �•ac�z�ireme�ts set fort� during tlie eff�ctive
period of the Cont�•act anci to make reaso��able adj��stments to insnca�ice caverage,lirnits, and
exelusions �i�hen deeme� �iecessaty and prudent by the City based upon c�anges in stattttoiy Ia�v,
couit decisiQns, the clai�ns histo�y of t�e indush-y or fna�icial co�dition ofthe insura�ice company
as ��ell as the Co��tractor.
ai. The Co��tractor sl�all not cause any insu►•ance to be canceled nor permit any insi��•ance ta lapse
c�u�•ing the term af t�e Contract o�• as �•eq��irec� in the Contract.
�ii. `I'he Cot�t��actoz• sliall be a•espo��sible fo�• p�•ei�iis�ms, �Ied�ctibles a�d self-i�asui�ec� retentiozzs, if
any, stated ir� policies. All deductibles or self-ins��red ��etentions shall be discloseci on the
Ca�-�ificate of Insura�ice.
siii. The Contractor shall endeavor to pi�ovide t�ie City thirly (30) calendar cfays' �v�•itte�� notice of
erosio�i of the aggregate limits below occurrefice limits for all a�plicable covei�age's indicateci
�vitl�in the Contract.
xiv. The ins��rance co�erage's specified in l�ithin the solieit�tion and rec�uirements are ��ec�uit•ed
���ini�nu�ns and a��e noi i�ttendeci to ]iinit the responsib�lity oR• liability of the Cont�•actoz•.
B. Specific Cave�•age Rec�ui��ements: Specific ins����ance rec�uirements are cant�inec� in the solicitation
instr�iment.
33. CLAIMS: iFany claim, de�nand, sE�it, or othei• action is asse�•tet� against the Contractoc• �vhicll a�•ises
uzlc�ez• o�• ca�eerns t�e Contract, o�• tivhicl� cauld have a znaterial adverse affect ora ti�e Contc•actoz•'s ability
to perfai•�n #hereu�ic�er, the Contrac#o�• shall gi�e r,�ritten uotice tlie�•eof to the Ci#y �vifhin teti (10} ealenda�•
days aftec receipt af �iotiee by t�ie Contractar. Sucli i�otiee to Yhe City shall state the date of notifica#ion of
any such ciairn, c3et�a��d, siiit, o�• oti�er ac#ion; tlie names and addresses of t��e claimant(s); the basis
thei•eof; and the na�ne of eacl� person against ��hoin such cfaim is baing assettect. Such a�otice shatl be
delivered p�rsonally or b� mail and shall be sent to the City a��d #o tlie Denton City Attoi•ney. Personal
c3eli�ery to the City Atto�ney sliall be to City Hail, 2I5 East MeKinney Street, Dentan, TeYas 76201.
3�. N4TIC�S: Unless othe��vise specified, all notices, requests, or otl�er coinmunications ret�tiired oi'
app�•opriate to be given ��ndei• the Contract shall be in tivritit�g anci sl�ali be deemed delivered tl�ree (3}
b�siness c�ays after postma��ked if sent by U,S, Postal Seiviee Cei�tifiecl or Registered Mail, Ret€��n Recaipt
Requested. Notices deli�e��ed by other means shall be deemed cfelivered upon receipt by the addt�essee.
Roz�tine comm��nications may be made by fi�•st class jnail, telefa�, or other commereially accepted means.
Natices to the Cont�•actor shall be sent to the add��ess speci�'ied i�� the Conti�actar's Offea•, at• at sueh othe�•
adciress as a party may notify tlie ot�e�• iai �vi�iting. Notices to the Ciry sha11 be addressed to the City at
901 B Texas Street, Denton, TeYas 76209 a���i ma�•ked ta the attention of the Ma�a�er of Matet•ials
Manageme�it.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MAT�RIAL: A1I material st�binitted by
the Contcaeto�• to the City shall become prapei�ty of #he City upon receipt. Any portions of sucli material
ciairr�e�i by the Contractor to be proprieia�y must be clea�•ly markeci as s��ch. Determinatio�� of the p«btEc
��ature of tE�e inate��i�i is subjeci to the Telas Public Info��mation Act, Chapte�• 552, and TeYas Governine��t
Code.
36. NO WAItRANTY BY CITY AGATNST INFRINGEMENTS: Tlie Contractor ►�ep�•ese��ts and
«arrants to tl�e City tllat: (i) the Contraetoi• shall provide #he City gooc� a�fd inciefeasible title to the
deliverables and (ii) the deliverables s«pplied by the Cont��aetor in accordanee �vith the specafications i��
the Contract will nat infi•inge, cEireetly or eantributorily, an}� patent, trademark, copyright, t��ac�e sec�•et, oi�
any other intellech�al property right of a��}' ICIt1C� O�c�Ilj� t�lEl'CI j?at'�'; �Il&� 31D C�ailI]S �laVE t38811 iTiaC�e �7y 1i1�
person or entity tiviti� i�espect to the otivnership o�• ope��atiot� of tl�e delivei�ables and the ContE�actor does not
kno�v ofany valici basis for any such claims. The Contracto�• shall, at its sole exp�nsa, defe�it�, i�ic�e�nni�y,
and hold the City l�ai•mless fra�n and agai�ist all liability, datnages, and costs {ineluding court cos#s a�ic3
�•easanable fees of attorneys and other professionals) arising out af or resulting from: {i) any claim that the
City's ese�•cise anylvhere in the wo�•ld of tlie i�ig��ts associated witl� the City's' o�v»ership, and if
applicab�e, license ��ights, and its use of the cfelive�•ables infringes the intellec�taI property rigl�ts of any
thirt€ party; or (ii) the Contracior's breaeh of any of Coniraeto�•'s �•e�z•ese�atatio��s or �l�ai�•anties stateci in
tl�is Cont�•act. �ii t}ie eve�t of atry s��cti clairn, the City shal� have the right to rtta�itor sitch elaiin or at its
option ei�gage its o�vn separate counsel to aet as co-counsel on the City's be�al�. Fu►•ther, Contraeto�'
agrees that the City's specifications �•egac•di►lg the c�eliverables si�all in no way dirninish Cont��ac#o��'s
�vai7•anties Qr obligatia��s under #his �arag�•spl� and tt�e City mak�s no �varranty t�at tl�e p�•oc�uction,
deve�opment, or delive�y of suci� deiive��ables �vi11 not impact such tivarrat�ties of Contractor.
37. CONTIDENT�ALITY: Ir� order to p��ovide the deliue��ables ta the City, Cont�•ac#or may require
access to ce��tain of the City's and/or its licensors' canfidential infor�natio» {incli�ding inventioi�s,
employee informatioi�, trade secrets, confdential knotiv-holv, conficie�tial bi2siness i�lfoz�atia��, and otiier
infoi-�nation «hicl� tiie City o�• its iicensors consider confiderrtial) (collec#ively, "Conficier�tial
I�iforrnatiai�"). Co�itE�actoi• ackiio�vledges �nd agrees that The Canfitfential Infortnation is ihe va�iia�le
property of the City ancElo�• its Iice��so��s and any �mai�tharizecf use, ciisclosu�•e, dissemination, ai• other
release of the Confide�itial Information tivill su6staiitially inj��re the City ancfior iis licensors. The _
Conti•actor (inclt�ciing its einployeES, s��hcontraetors, agen#s, o�• representatives} agrees that i# tiviil
mai��tain tha Con�dential Information in st�•ict confic3ence and shall not disclose, ciisse�ninate, copy,
c�ivulge, recreate, or otherwise t�se the Confider�tial TnFoi-�nation tivi#hout the prior tivi�itien co�lsent of t�e
Ciry or in a�nan��er nat expressly pec�nitted unt�er this Agreement, tinless the Confdential Infori�ation is
�•ec�uirec� to 6e discloseci by la�3T o�• an order of any cotli�t or oti�er gove��nmental autl�ority ivith proper
jurisdiction, pro�ided the Cont��aetoi• p��omptly notifies the City before disclosing s�.�ch in%rmation so as
to per�nit the City reasonable ti��e ta seek �n app�•opriate protective o�•de�•. Tlle Cant�•aeta�• agrees to iise
���atective meast�res no less stringe��t than the Contraetor uses r,vithin its oG�n business to p�•otect its o�vn
most val��able information, jvhich pi�otective ineasu��es shall under all circutnsta�ices be at least reasai�able
zneasu��es to enst�t�e the co�itinited confidentiali#y of the Confidential Information.
38. OWNERSI-�P AND US� OT D�LN�RABL�S: The City sliall otivn all �•ights, titles, and inte�•ests
th�•ougiio�it ti�e jvor�d i�i ar�c� to the c3elive�•ables.
A. Patents. As ta any patentable subject matte�• co�taic�ed in tl�e deliverables, the Contracto�• agr•ees to
disclase st�ch patentahle sub�ect �natter to the City. Fui�thei�, if ��ec���ested by the City, t9�e Cor�tractor agrees
ta assigi� and, if necessa�y, cause eaeh of its e�nployees to assign the enti�•e right, title, �nd intez•est to
spec�fic in�e�titions under suc�� patentable sttbject maiter to the City and to e�ect�te, acknowledge, anci
deliver anc�, iinecessaty, ca�ise eacli of its einpio}rees to eYecute, ackno�vledge, anc� deliver an assigc�ment
af lette��s patet�t, in a for� to be reasanaUly a�praved by the Cit��, ta the City u}�on request by ti�e City.
B. Copyrights. As to any delive��ables containing copyrigl�table sui�ject matter, t�ie Contractar �gi�ees ti�at
upon #he�r cre�tian, si�ch delivec•abtes shall be eonsidered as work rnade-far-hire by the Co��traeto�• for #he
City a��d the City shall o�v►1 all copyrights in and ta such deliverables, provided liowever, that nothing in
this Parag�•a�h 38 sl�all ��egate the City's sole or jaint o�vnership oiany si�ch delivei•abies a��ising by virtue
of the City's sole or jaint autliorship of such i�eliverables. Shoulc� by operation of la�v, s��ch deliverables
��ot be considered r�vocks made-fo�•-hire, the Contracto�• hereby assigns to the City {and agrees to ea�ise
each of its e�n�loyees providing services to the City hereunciet• to execi�te, aeknowledge, ar�d deliver an
assignn�ent to the City ofl all �varid�vide �•iglit, title, and interest �r� and to st�eh deliverables. WitE� respect
to suc1� �vork made-foi•-hire, ti�e Ca�tractor ag��ees ta eYecute, ack��oti�ledge, a�;d delive�• and ca��se each of
its en�ployees providii�g se�vices to t11e City hereujic�er to execi�te, ackno�vlectge, and deli�ve�• ���rork-
�nade-fai•-hire ag�•eeme�at, in a form to he reaso��ably approved by the City, to the City l�poi� delivery of
such delivei•ables to the City o�• at such other time as tfie City may rec�uest.
C. Aciditio�ial Assignments, Tlie Contractor furthe�• agrees to, and if applicable, cause eacli of its
employees to, eYecute, acicnowledge, and deiive�• ali applicatians, specifications, oat�ZS, assig��rzients, and
aEl othe�• instrir�nents �vhic�� t�e City might reasonably deem necessa�y in order to apply for and ab#ain
copyi•ight proteetion, mask �vork ��egist��ation, trademai�ic regist��atior� attdfor p;'otectioti, Ietters patent, or
a��y similar ri��ts in any az�d all coiint�•�es artd i�l o��der #o assigii a�ic� convey ta tl�e City, its successors,
assigiis aud �tominees, the sole and esclusive ��ighi, title, anc� interest in and to the deiiverablas. The
Contractor's obligations to e�ecute, ackr►o�vledge, and delivei• (or cause to be exec��ted, acknotivledged,
and delivered} instruments oe papers s��el� as those c�esceibec3 in this Pai�agra�h 38 a., b., a�id c. shall
eontiiiue aftar the te�•mination of this Co�atraet �vith r•espeet ko sucl� cieli�erables. In the event #lie City
shauld not seek to obtai�� eopyriglit protection, mask �vork ��egistration or patent p�•atection for any of the
deliverables, b��t sl�ould desire to keep tlie same secret, the Co��t�•actor agrees t4 treat the sa�na as
Co��itcientiai Infor�nation tmc�e�• ti�e terms of Paragraph 37 above.
39. PUBLICATIONS: All p��blis�ied �naterial ai�d �vritten reports s�ib�nittec� i�nc�ec the Conti�act must be
originally de�eloped material untess other�r�ise specifically provided in the Cantract. When material not
originally developed is includec3 in a repoz�t in any fo�m, tl�e soi�ree sl�all be identified.
44. ADVERTISING: The Con#ractor sl�all not ad�e��tise a�• p��blish, cvithoi�t the City's prior consent, the
fact that tlie Ci#y has entere�i i��to tlie Cont��ac#, except to the eYtent reqtii�•ec� by law.
41. NO CONTINGENT F��S: The Canti�actor war�•aiits ti�at no pe��son o�• selling agency i�as been
ernplayecf €��• re#ainecE to solicit or secure the Contract upon a��y agi-eement or i�»cle��standing for
ca�n��ission, percentage, b�•okera�e, or contingent fee, e�,ceptit�g boz�a �c�e eznployees of E�ona �de
establishec� commercial a� selling ageneies maintained by the Contractor for the p��rpose of securi�lg
business. �'or �reach or violation of #his wa���anty, the Cit�� shall have the j•igl�t, in additi�n ta any ath�r
re�nedy availab�e, ta cancel the Contract ti�ithai�t Iiability and ta deduct fi•o�n a�iy amounts aived to the
Contractoc, or otherwise reeover, the fiill a�nount of such co3n�niss�on, pe�•centage, brokerage or
contingent fee.
�2. GRATUITIES: Tlie City may, by ���ritten j�otice to tha Catitractar, ca�icel the Contract �vithout
�iability if it is detei7ni��ed by the City that gi�atuities tivei•e offered or given by tl�e Contractor or ai�y agent
or representative ofthe Contracto�•"to any offce�� or employee oithe City oiDenton �vith a vie�v toward
secur•ing the Contract or secL�ring favorable treat�nent tivitli respect to the a�va�•di��g o�• a�ending or the
making of any de#erminatians �vit� ��es�ect to the perfo����ing o#'sixch contract. In the event #he Contract is
canceled by tlie City pursuant to this provision, tl�e City sl�all be ez�titlec�, in addition to a��y othe�• �•ights
and rerr�edies, to recove�• ar �vith�o�d the amount of the cosE incu�•�•eci by t3ie Contractoc in pi•oviding such
grat��ities.
43, PROH�BrT�ON AGAINST PERSONAL INTERE�T IN CONTRACTS: No offic�r, empioyee,
independent eonsultant, o�• elected official o� the City �vlio �s involved in tlie development, eval��ation, of•
decisio�i-making process of the perFormance of any solicitation shall have a�inancial interest, direct or
inc�ireek, in the Cont�'act �•est�lting fi•om that soliaitltia�i. Any �villful vialation af this sec#ioii shall
constitute improp�iety i�� off'ice, and any officer o�- employee guilty #he�-eof s�all be si�bj�ct to disciplitlaty
actian up ta and inci��cting dismissal. Any vialation of this pravisio», �vitl� the k�otivledge, eYpressed or
i3nplied, of the Contractor shall render the Contract voidable by the City. Tl�e ContracTor shall co�n}�lete
and submit the City's Conf7ict of Interest Questionnaire (Attachment Bj.
44. INDEPEND�NT C�NTRACTOR: The Contract shall not be construed as creating aii
elnployer/employee reia#ionsi�ip, a pai�nership, oi• a joint venhire. The Contf•actor's services shall be those
of an independeizt coiat��acto�•. The Cant►�acto�• agrees aizc� understands that the Co�ftract cioes �ot grant any
rights or priviieges establisl�ed for employees of the City of Denton, TeYas for tl�e puiposes of income t��c,
�vithholding, social sec��rit�� taYes, vaeatic��i or sicf: laave benefits, �vorke�•'s co�pensation, or any other City
employee benefit. Tl�e Cit�� sh�ll not have sE�pei��isioii a�id control ofthe Contractar or any e�npIoyee of the
Contr�eta�•, and it is eYpressly undetstoot� tl�at Cont��actor shall perfo�-rn the se�vices hereunder according to
the attached speei�cations at the ge�ieral di�•ection of the City l�anagei• of the City ofDe�rton, TeY�s, or his
ciesignee «nder this ag��ee�nent.
45. ASSYGNM�NT-D�L�GATrON: The Contract sliall be bii;ding �tpon and ensiire to tlie benefit of
the City and t�Ze Contraeto�• and tl�eir �•especti�e successo��s anci assigns, pr•o�vided ho��ever, that no rigE�t o�•
interest in t3�e Coni��act shall be assigneci �nd no obligatio3l shall be delegated by the Cont��acto�• �vithout
the prior �vritte� coi�sent of t�e City. Any attenapted assign.�net�t or delegatian by the Contraetoa• shall t�e
void tmless made in conformity with this pat•ag��a�h. The Cont��act is not inte�ided to confer rights o��
benefits on any person, �r��l or eniiiy not a pa��ty l�e�•eto; it being t��e intentioxi of tl�e pa�•ties that there ���e
no thii•d �arty 6enaficiaries to the Contract.
46. WAN�R: No clairn or right ai•ising out of a b�•each of the Cantract ca�i be cfiseharged i�i tivhole or i��
part by a�vai�er or ��enunciatio�i of tlie ctaim or riglit unless tl�e waiver or re�n��iciation is sup�orted by
consideration a��d is in r,v�•itii�g signed by tl�e aggrie��ec� p�t�y. No ��vaive�• by eitl�e�• the Contracto�• o�• the
Cit�� of any one or more eve��ts of defatilt by the ather �arty s�aii operate as, or be construed to be, a
parmanent �vaiver of a�sy rigl�ts or obligatiat�s uc�de�• tl�e Cantz�act, o�• an exp�•ess o�• iinplied acceptance of
a��y other existing o� fi�tt�re default or defat�lts, tivliether af a similar or different c��a�•acter.
�7. M4DIFICATZONS: Tl�e Cont►�act can be znodifiec3 0�• a�endec� only by ��v�•iting signec� by botl�
parties. No pre-printed or siinilar ter�ns on any the Coiitractoc in�oiee, o�•dec• o►• otller dacument shaIl ha�e
any iaree ar ef%ct to cha�ige the terms, covenants, a�id conditions of tlie Cont►�act.
48. INTER�'RETATION: Tl�e Cant�•act is intended by tlie pa��ties as a final, co�nplete ant� e�eiusive
s#atement of tl�e te►7ns of thei�• ag�•ee�nent. No co��rse of prior dea�ii�g berive�n the pai�ties o�• course of
performance or t�sage of tha trade shall be releva��t to supple�nent ai• e�plain any te�7n used in the
Contract. Aitho�tgh tl�e Contract may have been substantially d��afted by one parry, it is tfie inte��t of i1�e
parties tha# all pro�isions be const��ed in a manner to be fai�• to both pa��ties, readi��g no provisians more
strictly agai�st one party or the other. Wh�never a te�•m defned by the Uniforrn Commerciat Cod�, as
enacted by the State o£Te�cas, is �ised in the Cont��act, the UCC ciefi��ition sl�all cantral, unless other�vise
defineci in the Contrac#.
�9. DISPUT� RCSOLUTION:
A. If a c3ispt�#e at•ises out af or relates to the Cont��act, or t9�e breaci� thereof, the pa�iies agree to negotiate
prior to ptosecu#ing a s��it fo�� damag�s. Ho�vever, this section does not pt�ohibit the iiling of a la�,vsuit to
toll th� running of a statute of limit�tions oi• to seek injunct�ve reliei Eitl�er party may make a tivritten
request fo�• a�neeting bet�veen representatives of eaeh party tivithin fotu�teerz (14j calendar.days after
receipt of t�e rec�uest o►• such later period as a�•eed 6y tl�e parties. E�ch party shall incli�de, at a inii�i�nurn,
one {l) senior Ievel individual �vith ciecisio��-m�king a�rthoi�ity ��egarc�i��g tlae dispt�te. The pu��ose afthis
anci any subsec����nt meeti��g is to attempt in good faith to negotiate a resalt�tian of the dispute. Tf, �vithin
thirty {30) caiendar days after si�ch meeting, the paa-ties have not succeeded in �aegotiating a resol��tion of
tl�e ciisp�te, tliey �vili proceeci direetly to rnetEiation as descri6ed belo�v. Negotiation may be ��aivet� by a
�vc•itten ag��ee�nent s�gued by bath parties, in �vhich event the pariias �nay proceed di��ec�ly ta mediation as
described �e�o��. -
B. If the efforts to ��esolve the dispute th►•o��gh negotiation iail, or th� parti�s waive tl�e ��egotiation
process, the parties may select, witi�in thi�-ty {30) calendar days, a mediato� t��aineci in mediation skills to
assist tivitl� resolt�tion o�the disp��te. Shoi�ld they choose this option; the City and the Contracta�• agree to
act i�� good faith in the sel�ction of ti�e i��edia#o�• and to gi�e conside��ation to q�2ali�ed individuals
�iominated tQ act as tnediato��. Nat�iing in the Contract p��events the parties fi•o� relying on the skiils of a
pei•son �vl�a is trained in the stibject znatte�- of tha dispute o�' a cont�'act interpretation elpert. �f tiie parties
fail to agrea on a Rnec�iatar ti�vithin thirty (30} c�lendar c�ays of initiatio�� of the rnediatio�� process, the
rnediator sl�ali be selected by t�e Denton County Alternative Disp��te Resol��tion Program (DCA�'). Tfie
�arties agree to particip�te in lnediatia�i i�i good faith for up to ti�irty (30) ealendat• days fi•om the date af
ti�e �z•st �ne�iiation sassion. The City anc� t11e Co��tractor �vill si�are ti�e inediato�•'s fees eqE�aily anci the
�a�•ties tivill bear tlleit• o�vt� costs af part•ticipation such as fees for any consultants ar attorneys tliey may
ut�lize to represent them oi• athe���vise assist them in tha mediatioia.
S0. JiTRISDICTION AND VENUE: The Coniract is made ��nder a��d shall be gove�•��ec� by the la��s of
the State of Te�as, inclucEing, w��e�� applicable, tl�e Uttiifarm Caiiimerciai Code as adopted in Texas,
V.T.C.A., Bt�s. & Comin. Co�ie, Chapter l, excl��ciing any ri�le a�• �rinciple that �vo�ild �•efe�• to and apply
tt�e su6stanti�e l�.�v of another state ot• jt�risdiciian. A11 isst�es ��•isii�g frorn this Contract shall be resol�ed
in the caurts of Dentoia Cat���ry, TeYas and the parties ageee to sub�nit to the eYCl��sive persoilal
jiu•isdiction of such coi�rts. The fc���egoi��g, ho��ever, s�€ail not be construed oz• inte�p�•eted to limit ar
rest►•ict the ��igl�t or ab�lity af the City to seek a��d secure i��jtinetive relief fi•om any competent autharity as
contem�Iated herei��.
51. INVALIDITY: Tl�e in�alidity, illegality, o�� unenfo�•eeability oi any pra�ision of the Cot�t�•act shall in
no �vay affect the validity or enforceability of at�y othe�• portion o�� provisian of the Con#ract. Any void
��•ovision shail be deented se�ered fi•om the Can#ract anci tlie balance of the Contract shall be co��stri►ec�
and enforced as if the Contract did not contain ttie partic��Iai• po��tio�a o�• pz•ovision helci to be vaid. The
parties fui�the�• ag�-ee to r�fori� tlia Contraci to ��eplace any stricken pro�ision tivith a�alic� pro�ision tl�at
co�nes as close as possible ta the intent of the stricken provision. The provisions of this sectio�� si�all �iot
prevent this entire Cantract from being �oid should a pro�ision wl�icf� is #he esseiice of #he Cont�•act be
determined to be void,
52. HOLIDAYS: Tt�e follo�ving holidays a3�e observec� by d�e City:
Ne�v Year's Day (observed)
MLK I�ay�
�lrlemoi•ial Day
�th af July
Labor Day
That�ksgivii�g Day
Day After Tha�iksgiving
Christmas Eve (observed)
Christmas Day {observed}
Ne�v Yeai•'� Day (obse�ved}
�.
Tf a Legal Holiday falis an Sati►rday, it �vilI be obse���eci on tlie preeec�ing Frictay. If a Legal Haliday fa[Is
fln S���day, it tiviil be observec� on the follotiving Monday. Nor�nal houj�s of opeE��tion shall be behveen
8:00 ani and 4:00 pm, l�Ionc�ay tf�rot�gh ��•i�iay, eYCluciing Cit�r af Denton Holidays. Any sehed�iled
deliveries o�• �vork �erformance not �vit�in #he norinal hours of operation must be a��p�•oveci by the City
Man�ger of Denton, TeYas o�• lzis authorized designee.
53. SURVIVABYLYTY OF OBLrGATIONS: All provisiar�s af the CQntract tltat impase cot�tinuing
obligatior�s or� the parties, includit�g but not limited to the ivart�•anty, indeinnity, and confidentiality
obligations of the parties, sh�lI survive the eYpiratior� or ierminaiion of the Co��tract.
54. NOI�I-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Dentora is p��ohibited fi�ont contracting tivith or making prime ar sub-ajvards to pa��ties that are
s�ispended or cfebarre�i o�• whose pri��eipals are s�ispende�i or debar�•ed fi�om Fec�eral, State, o�� City of
De��ton Caniraeis. By aceenting a Contract �vith the City, tl�e Vendo�• ce►�ifies that its f�•�n and its
��•incipals are not ci��•rently sus�ended ar deba��•ed froin doing business `vitl� the F'ede��al Govet�nment, as
indicated by the General Seivicas Administration List of Parties E�cluded fro� �'edeR�ai P�•oc��e•en�ent and.
Non-Procurement Pragi•ams, ti�e State of TeYas, €��• tlie City of Denton.
SS. �QUAL OPPORTUNITY
A. Equal �mploycnen# Opportunity: No Offe��o��, or Offeror's agent, shall engage i�i any discritnii�ato�•y
e�ployme»t p��actiee. No �ersan shall, on the grot�nds of race, se�, age, disabi�ity, ereed, color, gene#ic
testing, or n�tiona� origin, he �-efi�sed the benefits of, o� be othei-�vise subjected to c[iseritni�tation u���er any
activities resEiiting fi•otn t�lis RFQ.
B. Americans wifh Disa�iilities Act {ADA} Compliance: No Of%ro;•, or Offeror's agent, shall
e��gage in any diserimina#oiy e�nployme�rt practice aga�nst individ��als �vith ciisabilities as c�e�ned
in the ADA,
Sb. BUY A�1�I�RICAN ACT-SUPPL�IES (Ap��iicable to certain federally fu�ideci requii�ements)
The follo�ving federally fiinded i�ec�t�irements are applicable, i�1 additian to ti�e specific fedef�ally fii�ac�ed
�•equii•ements detailed in Attaciarixe��t C.
A. Defnitions. As useci ir� tliis paeag��aph —
i. "Ca�nponent" means an ai-�icle, material, o�• supply ix�co�•po�•ated c�irectly into an er�d pr�oduct.
ii, "Cost of eomponents" means -
(I) For components pi�rchased by the Contractor, the acquisition cost, inclE�ding ira►�spot�tation eosts to the
place of incorporatio�i into the enel p��oduct {whether or not such costs are paid to a domestic fir�n), and
any applicabie drity (�vhether or not a cEuty-free entiy certificate is isst�ed}; o��
(2) �'ar components man€�facturec� by the Contractor, all costs associated ���ith khe ananiifactuz•e of tl�e
componant, iticluding transportation casts as desei�ibed in paragraph (1} of this c�efinition, plus allocable
overi�ead costs, but excluding profit, Cast of cojiiponents does noi inetude any costs associ�ted tivitli tl�e
inan��facture oithe end product.
iii. "Doinestic end produet° means-
(1} An unmani�facri�red end prod��ci mined or prod�iced in the United States; or
(2} A� ez�d p��od�tct �na�urfactured in the UnitacE States, if the east of its components. �nined, prodiieed, or
�nanufactu��ed in the U��ited States eYeeecfs 50 pereent of the cost of all its components. Cornponents af
foreign o�•igin of t}�e sa�t�e class o�• kind as tli�sa that tiie age�icy deteimines a�•e not mined, produced, or
mai�ufact�ired in sufiicient a�id reasonably available comme��cial q��antities of a satisfacto�y qriality at�e
treated as domestic. Scrap ge�;�rat�d, eollected, a�id prepared ffli• processi�g ir� the Unitec� S#ates is
eonsidei•ed do�nestic.
iv. "E�d p�•ocluct" meai�s those articles, materials, and s��pplies to be acquiced E�ndei� #he eontraet fo�• �ublie
tise.
v. "Foreign end prod�ict" means an end peodE�ct other than a ciotnestic end produe#.
vi. "U��ited States° means tize SQ States, the District af Coluntibia, ai�d otrtlying ai•eas.
B, The Buy Arr�erican Act (� 1 U.S.C. 10a - IOd) �rovides a p�•eference for domestic end p�•odt�cts for
su�plies acc�iiired for �lse in the United States.
C. Tl�e City does not maintain a list of foreign aa-ticles that ivill be treated as domestic fai• this Cantract;
but tivill conside�• for app�•oval fo�•eign ai�iicles as c�omestic for this prod��ct if the ai�tieles are o�i a list
approved by anothe�• GovernmentaI Agenc}�. The Offeror si�all submit documentation jvith thei�• Offer
demansir�ting tl�at ti�e a��#icIe is oii an approv�d Gove���me��tal list.
D. The Contcactor shall deliver oniy domestie end prodt�cts eYCept ta the eztent that it specified c3elivery
of fa�•eign eiid products in the pi-ovision of the Solicitation entit3ed "Bi�y Arnei•ican Act Certifcate".
57. RIGHT T� INFORMATION: The City oi Denton ��eseives the �•igl�t to i�se any and all inforn�ation
p�•ese��ted in any �•espo��se ta this salicitation, ��hetl�er ar�ended or not, e�eept as prohitiiteci by la�v.
Selaction of rejection of the submitta� does not affect this ��ight.
58. LICENSE F��S OR TAXCS: P��ovided the solicitatian �•ec�ui��es an a�varded cont��actor or supplier to be
licensed by the State of Tezas, any and al� fees and taxes �i•e tl�e �•espozasibility of tl�e raspa�dei�t.
59, PR�VAILING WAGE RATES: The a�va�•cieci eontraetor shall eomply �vitli prevailing wage rates as
ciefined by the Uniteci States Department of Labor Davis-Baeon Wage Determina#ion at
1�t�p:Ihv�v�v.ciol.got�hvhc�leontractsldbt�a.f�ttii atzd at tlie Wag� Dete�minations �vebsite �v«�v.�i�doL� fo�•
Denton Co��nty, Teaas (WD-2509).
60. COMPLIANCE WITH ALL STAT�, FED�RAL, AND LOCAL LAW,S: The contracto�• oR�
supplie�• shall comply tivith aIl State, �ec�ei•al, anci Local Iaws and i•eqE�irements. The Respondent must
comply �vith all applicable la«s at all tirtxes, inctudi��g, svithout lirziitation, the fallo�ving: (i) §3b.02 of the
Te�as Pe�lai Code, �vl�ich p►•ah�birs briber��; (ii) §36.09 ofthe TeYas Pe��al Code, tivhich prohibits the
affet•ing oz• co�fe�•ri��g of beiaefits ta pf�blic se�vants. T13� RespondEnt shall give all �iatices and co�n�ly
tivith all lalvs and �•eguiations appIieable to fii�nishing and perfo��nance af tlie Contract.
Gl. FEDEI2AI,, STAT�, AND LQCAL R�QUIREM�NTS: Respa��de�it shail demonsti�a#e on-site
compliance �vith the Feder�i Ta� Refortn Act of 1986, Section 170b, a�nending Seckion 530 of the
Reve�a��e Act of of 1978, dealing tivith iss��ance of Form W-2's to common lativ employees. Res�ondent is
responsible for both federaf and State �inemplay�nent i��st�ranee eaverage ancl stanc�ard Wa��ket•s'
Compensation insurance coverage. Respandent shall ensure carnpliance Lvitl� atl fede��al and State taY
la�vs and withholding requirernents. The City of Denton sha11 not be liable to Respondent o�• its e�nployees
for any Une�nplayment ai• �orkers' Carrtpensatioti cave�•age, or federal or State �vithliolding
;•equire�nei�ts. Contractat• shall inciemnify the City of Den#on avd sha11 pay a11 costs, pe��alties, or �osses
resulti��g fi•om Respo�dei�t's omission of• b�•each of this Sectian.
62. DRUG FREE WORKI'LAC�: Tlie contraetor s�aIl co�n�ly with the applicable provisions of tlte
Drug-Free Work Place Act of 1988 (P��blic La« 100-690, Title V, Subtitle D; �41 U.S.C. 701 ET SEQ.}
ancE �naintain a drtig-fi�ee �vork e���i�•anment; anc� i�ie final ri�le, government-�vide requirerrzetats for dr�ig-
free �voi�k place (grants), issiied by the Office of Manage�7�eni and BucEget and tl�e Department of Defetise
(32 CFR Part 280, S�2bpai�t F) to i�nple�a�ezrt the p�•ovisions of the DrE�g-F�•ee Wo��k Plac� Act oi 1988 is
incorporateci by reference and tl�e cont�•actor shall comply �vi#h the ��elevant pro�isions thereof, inclttc�ing
any ame��dments to tl�e final ru[e t11at may hereafter be issued.
63. RESPONDENT LIABIL�TY FOR DAMAG� TO GOVERNI��NT PROPERTY: The
Respondent shall be liablc for atl damages to governmet�t-o�v�ed, leasec�, or occupied praperty and
eq��ipment caused by the Respatictent and its e�nployees, age�its, subcot�traetors, a�icf sup}�liecs, inel�.�ding
any delivery o�• c�riage eo�npany, in co��iectian «ith atiy performa�ice purst�ant #o the Contract. T�te
Respoudent shalt notify the City of Denton Proc���•ement l�lanager in �va�iting of any such c�a�nage r,vithin
ane (lj calenciar day,
64. FORCE MA,7EUR�: Tl�e City of Denton, ai�y C�istorner, and the Respanc�ent sl�all nat be
res�ansible fo�• perfo�•�7�at�ce u�ider the Contraet sliould it �e p►�eventeci fiom perfor�nai�ce by an act of �var,
order of legal authority, act of God, or athej• ttt�avoidable cai�se not a�tributable to the fault or neglige�ice
of the City of Dentan. It� ttie even� of a�i occur�ence unc�er tl�is Sectio��, t�e Responclent �vill be exci�sed
from any fi�rthe�• �erforma��ca or abserva��ce of the requi��ements sa affected far as lo��g as s��ch
circ��►nstances pc•evail and the Respondent continnes to tise ca�nmercially i•easonable efforts to
reeot��m�nce perfot�ma��ee or abset•vatace �vhEnevei• and ta �vhatever eYtent possib�e tivitl�out c�elay. The
Respfl��dent shall iminediately notify the City of Denton P�•oc�iremcnt Ma�agei• by te�ephone (to be
cot�firmed in ��riting tivithin �ve {S) calendaz• elays of the ij�eeptian of si�cn occurrenee) and ciescribe at a
��easonable level of deiai� the circumstances cattsing the noti-perfoi�mance ar delay in performance.
65. NON-WA�R OF RIGHTS: Failnre of a Party to req��ire pe�•facrnance 6y anathe�• Pa��ty tEnder the
Cantract �vilt ��ot affect tl�e t•ight of st�el� Party to require perform�nce in t�ie futu�-e, Na c�e�ay, failure, ar
�,vaive�• af eithe�� Party's e�ej�cise a�• partial e�ercise of ai�y rigl�t or remedy �mcEez• ti�e Cot�t�•act s1�a11
oper�te to lirnit, impair, p�•ecI�tde, cai�cel, �vai�e or otheilvise affect s€�ch right o�� re��lec�y. A tivaiver by a
Party of at�y breach of an}� terin of the Contract tivill �iot be constri�ed as a�vaive�• af any cantin��ing ai•
succeeciing breach.
66. NO WAIVER 4F SOVEREIGN IiI�IlVIUNITY: The Pa��ii�s eYp�•essly agree that rio pa�avisioi� of tha
Coni��act is in any way ii�te�ided to consti�ute a�vaiver by the City flf Denton of any imm��nities fi•om suit
or froin liaba3ity ti�at the City of Dentan may have by operation of la�v.
67, R�CORDS ��T�NTION: The Responc�ent shall retain all financial �•ecoz•c�s, stzpportiilg daci�rne»ts,
statistical �•eeords, anc3 at�y otl2e�� �-ecords or books relating to the perforina�ices ealleci for in the Co�it��act.
The Respondent shall c•etain all such i•ecords for a pe��iod of fou�• (4) yeai•s af�er the expiration of the
Conti�act, or iEntil the CPA or State Auditor's Of�ce is satisfied that a11 audit ancE litigation �atte�•s are
t�esolved, whichever periad is lot7ger. The Respanc�ent shaii grant access to all books, reco�•ds and
docu�netrts pe��tinent to the Co�rtract to tl�e CPA, the State Auditor of Texas, anci any fecieral �over�i�nei�t�l
entity that has autho�•ity to revie�v recoi�cls d�ie to federal fiinc�s being sp�nt ti3�dei• the Contract.
ADDITIONAL TERMS �i�D CONDIT�ONS
Contrac� Ter�ns
It is the ir�tention of the City of Denton to a�va�d a contract for a ane (1) yea�� pei•iocl. The City and
the Awarded Cont��acto�• shail have the option to renew this cont�•act for an addition�l fou�• {1) one-
year periods. Matei•ials and se�vices undei�taken �ursuant to this RFP wi11 be req��ired to coznznence
within fourteen (14) days of deiiveiy of a Notic� to Praceed. The se�vices shall be accomplishec� per
the Scope of Work and Services as identified in Sec�ian III and the Procurernent Process and
Procedures as ot�tlin�ci in Section II.
The Cantract shall co�nnence upon the issuanee of a Notice of A��ard b� th� City of Denton ar�d
shall airtaznatically rene�v eac�i year, fi�orn the da#e of ar��vard by City Council, unless either party
notifies the other prior to the sched��led i•ene�ral da�� in accordance with the p�•ovision of the
section titled "price adjustments", or the section(s) titled terminatio�n. At the sole opiion of the
City of Denton, the Conti•act may b� fui�ther extended as r�eedec�, not to exceed a total of six {6)
months.
Pricin�
Fir�n Price
Pricing and discounts proposed is firm fo�• the initial one-year period specifie�. in the solicitation,
���ice cieereases are allowed �t any tin�e. Price incr�as�s shall onl�� be considex�ed as stip��latee�
belo��r in pai•agraph #5, "PRICE ADJUSTMENTS".
Price DecreaseslDiscount Increases
Contracta�•s are requii•ed to immediately in�ple�ent any price decrease or discount increase t�at
may becoYne available. The City of Denton n�usi be notiiied in �vriting for updating the cantract.
Price Adiustinents
Prices negotiated for this service mt�st be firm for a period af one yea�� fron� date of cantraci
award. Any request fo� price increase �7iust be based on the Cons�tmer Priee Index, Inflation
Calculator, or co�petitiv� �vage adjustrnent and capped at 5%. Request musi be st�bmitted in
�vri#ing tivith supporting evidence for need o� such increase to tiie Manager of Materials
N�anagement at least 120 days pz�io�• ta Jan��ary lst of each year. Respondent must aiso provid�
suppo��#ing doci�rnentation as justification for the �equest.
Upon receipt of s�ch request, the City rese�•ves the i•ight to either: accept the escalation as
competitive with the gene�•al nlarket price at the time, and beco�xze effec#ive Janu�ry lst of the
year the request is made o�• reject the increases within 30 calenda�_davs �fter receipt o�a properly
s��bmitted rec�uest. If a p�•operly slibx�:�itted increase is re�eeted, the Cont��actor may request
cancellatian fiorn the Cont�act by giving the City written notice. Canc�llation �vill nat go into
effect �o�• 15 calendar_davs after a deter�nination has been issuec�, Pre-price inczease pz•ices must
be honored on purchase orders c�ated �.�p to the of�iciai date of the City appz•oval anci/or
cancella.tion. The request can be s�nt by e-mail to: �iircl�asing a,eitvofde�lton,com
Qr mail to:
City of Denton
Attn: Manager, Materials Management
901B Texas Street
Dentan, Te�as 76209
The City reseives the �•ighi to accept, rejec�, oz• negotiate the p�oposed p�ice changes.
Ri�hts to Data, Docinnents, and Computer Software__(Governmen# Entitv �wnership)
Any software, research, �•eports studies, c�ata, photographs, negatives or other doc�ments,
drar��ings or materials prepared by eont�•actor in the pe�formance of its obligatians unde� this
contraet shall be the e�clusiv� praperty of the City and all sl�ch materials shall be delivered to the
City by the eont��actar upon completion, �tei�rnination, or canceliation of this contract. Contractor
may, at its own e�pense, keep copies of all its writings for its p�rsonal f las. Contractor shall not
use, willingly allaw,. or cal�se to have such mate�•ials used for any pu�pos� other than the
pe�formance of contractor's obligations unc�e�• #�is contz•act withoi�t the prior written consent of
the City; provided, hotivever, that contractor shall be allowed to use �nan-confidential �nateri�ls
for writing samples in p�i�•s��it of the work,
The ownership rights d�scribed harain s�all inci�ide, b�it not be limited to, the right to copy,
p�ihlish, dzsplay, t�•ansfer, pi•epare derivativ� works, or otherwise �se the wo�•�s,
Ac�din� Ne�v Praducts oz� Services to the Canfrac# �fter A��ard
Follo�ving the Contz•act awaz�d, ADDITIQN�L recycling servicas of the same gene��al category
that co�id have been encaz�passed in the a�vard of this con�ract, and that are nat already an the
contract, may be acide�. A formal �vritten ��ec�uest �ay be sent to successfi�l Contractor (s} to
pi•ovide a p�•oposal on the additional services and shall submit a pricing praposal to the City as
instructed. All su�mitted p�•ices are s��bject to negotiation witk a Best and Final O��e�• {"BAFO").
Th� City �nay acc�pt or reject the pricing proposal, and may issue a sepa�•ate RFP or IFB foz• the
services rec��ested, after r�jeeting some, or all, of the pricing proposal. The se�•vices covez�ec�
�inde�• this pzovision shall conform to the statem�nt of �vo�k, specificat�ons, and requiiements as
outlineci in the z•equest. Con#ract changes shall be made in aceordane� �vith Local Govei�ent
Code 252.048.
Cooperative Purchasin� / Pigg,ybacl� O�fia__n
The cont�•act resulting fi•orn t�is solicitation tivill be available fo�• �se by all govern�nental
entities, providing there is no conflict with any applicable statutes, ruies, policies, oi• pz•oced��res.
The governmental �ntities r�vill have the option to �se the pricing as agreed to �vithin the resuiting
cont�•act. P�•o�ided that othe�• gave�mmental �ntities are interestecl in ordering fro�n the �esulting
contract, and athe�• delivezy locations are rec�uested than originally agr�ed upon, the City of
Denton and the awarcied contractor will seek a xni�t�al agreement �Qr pricing to ather locations.
Gavernmer�tal entities will issue their intei�ai pu�chase orcie�•s diz•ectly to the contractar(s),
�oweve�', shall re�erence and cite the City of Denton contract number (RFP number) wit�in the
purchase az�de�• document.
After award, The contraetor agrees to pay a serviee fee in th� a�nount of 2% af tiie dollar
amount of all exfernally issued purchase arc�ers gezxeratecl �i•�m use of this contract hy
cooperati�e agencies. The contractor fu�-ther agrees to reinit t�e sei•vice fee by check on a
quarterly basis for the previous quarter spent tluough this contz•act, to Julia Klinck, Purchasii�g
Coordir�ator at 901B Texas Street, De��ton, TX 76209, on or by the Fifteen day of each ma�zth,
following t�ze �nd ofthe quarter. The Contractor shall afso pro�ided quarierly sales �•epai�s from
tl�e Conty�aci awards and �'u�'chase O�•de�°s issued fro�n the ConY�'act, fo�• the purpose of biilin� and
coliect�ng tkte service fee, and fai• compiling required purchasing histoty. This repoi� skta(1 be
sent to pu�•cl��tsi���;rr,cit_vofdenta��.can� on or by the tentli c�ay o� each month. Th� Co��tractor
furtlier agrees tl�at the City of Dentan shall have the right, upon �•easonabie written notice, to
review the Offero�'s records pet�aining to purchases undei� this a�varded cont�•act to verify the
accuracy of ser�ice fees chaiged ta the Contractor.
PAYMENT TO TH� CITY OF D�NTON:
All proposais shall specify tertr�s and co�iditions of payrr�ent, wl�ich will be co�isidered as part of,
but not control, the award af praposals. City ��eview, inspection, and processing of paymen�s
�'endet•ed tluough this contraet, shall ordifiarily occu�• within tl�irty (30} c�ays a�e�• �•eceipt of
payment.
Pa_yrnents, shall be sent directly ta tha City of Dento�i Materials Ma«ageznent Depactment, Attn:
�Cont��act Administ�'ation, 901B Texas St�•eet, Denton, TX, '76209. The Awarded Canh•actor stiall
make paytnent a� campleted arders within thirty {30) days after rece�pt af the t•ecycled
coznmodities; unless unusual circumstances arise. P�yrnents �nust �e fiElly docuznented as ta
materiais, date, �nd qua2rtity of n�aierials, if applicable, a��d mtist reference the Ciiy of
De��ton Co�itract Number 5022 in o�•der to be pracessed,
TAX EXEMPTION:
The City qualifies far �ales tax exempfion pursuant to the provisions of Article 20.04 (F) of the
Texas Limitec� Sales, Excise anc� Use Tax Act. Any Contracfor perfo�•jning work under this
contract for the City inay purchase materia�s and supplies and �'ent or laase equipment sales tax
fiee. This is accomplisliec� by issuing exe�nption certificates to suppliers. Certificates must
camply witli State Compt�•aller's iuling #f95-0.07 and #95-0.09.
INSURANCE REQiIIREMENTS AND
WORKERS' COMI'ENSENTATI�N R�QUIREMENTS
Respor�dent's crttention is clrr�ectecl to �he instrr•ance j•eqzrr��eir�ents belo�v. It is highly
recorrvrae►�c�ecl ihrrt �esponc�ents corafer• tivith their respecttve inszrrnnce caf�riers or 7�r•oke��s to
c�etermine in advcrnce of Proposfrl/Brcl sir6mission the �rvailc�bility of insxrr•ance certi�cates ancl
enclorseme�rts a.r p�•escribed and pravrded her�ein. If an apparent lotiv responelent ffrils to conzply
.rtrictly 3vith the insarr•nnce j•ec�irir�en�ent.r, that responc7enl rncry be clisqircrlified fi'Oi}1 C!]1�CIl�c� of the
contract. Upo�a contr•act a�vard, aIl inszc3•ance t•ecl��i��e�trents shcrll becarrle contractaacrl
oblig�riians, ���hich the sirccess�rl conh•�ctor� shc�ll have a cltrty ta n�crintain throirghot�t the co����se
Of I�11S CO�?l7"C1Cf.
�TAVDARD PROVIS�ONS:
y�rlliout li►nifing a��y of tlie otlrer oGligatior7s oY lral�ilities of tlze Co��trrrcior, tlie Cofttrrrctor
s1rallp��ovrrle anrl tratrinttrin ujatil tlre co�rtt�acterl �vark Iztis Iree�t cora�pleted rrrrd accepted by tlie
Crty, Ow�zer�, tlre rnirtitf�irt�t irtsurtr�tce cover�rage rrs irldierrfed Itej•einafter•.
As soorr as p�•aetrctrble after rrotifi.crction of cont►•nct �ravaj•rl, Co�th�r�ctof� s{iall file �vitlt tlze
Purclt�si�ag Depal�tme�tt satisfactory certifrcrrtes of i�rscrj�ance iftclrrrli�zg rrfzy applicrrble
trddertdu»t vr endorserrzents, ca�ttar�trrzg tlte cor�tj�rrct firrfnbel� �,t�r r�rre of tlre p�•oject.
Cont1•actor rrtrry, upo�t rvr•iftefz 1•eqarest to tlie Prrr•clz�si�rg Depr�rt�lierri, nsk for clrrrific�rtion of
rrrty i�tsrrrr�nce reqtrir�enrelats c�f �rny tifne; /rotiveve�; Cortt��t�cto►�s are stro��gly r�dviserl to narrke
st�c7z yeqrrests p��ior io pj'O�IDSffI/IJII� O�lellliig, since the i�zsirrartce j•equi�•e��ier�ts nray frot 6e
ntod�ed a� rvaived after pr�opos�l/Girl openitag rr�aless a ivritte�z e.rceptrart has beer2 sarb�rritterl
witlt tlte pr•oposal/birl. Co�afr�actor� sliaCl nat co►?tmestce rr�zy �voj•Ic or rlelzvel� any f�znteri�rT rrntil
he or slre receives rzotrfrc�rtiota thrrt the corifj�rrct 1ir�s heen accepted, npproved, rr�zd sigyretl by
flte Cit3�.
ACl irr�su�•a�nce policies proposed aj• olrtai�zed if�t s�rti,sfa�ctio�z of �ITese rer�uir�e�nents ,slrrcll contply
�vrtlt tlre follorvijrg ge�tel•nl specifr.cations, a�td slrall be mair�trrr��ed i�z co�►�pliance ►vitlr these
ge�zernl specrfrcrrffosas thr�aug]tor�t tlte dul�ation of t/re Co�ztract, or lo�tger, if so �aoted:
� Eaeh policy shall be issr�ec� by a company ai�thorized to do business in the Siate of Texas
with an A.M. Besi Company rating of at least A- VIiA ar better.
�iy ded��ctibles or self-insu�•ecl reientions shall be declared in the p�•opo�al. If rec�uested
by the City, the insurer shall �educe or eIizninate such deductibl�s o�• self ins�n�ed
�'etentions wit� respect to the City, its officials, agents, e�n�loyees and vohmteers; or, the
contrac#ar shall procure a bond gua�•anteeing payrnent of losses and related iz�vestigations,
claim administz•ation and c#.efense expens�s.
Liability polieies shall be endorsed to provide the follo�ving:
■ Nai�e as Additional Insured the City, its Officials, Agents, Ernployees �nd
volunteez•s.
■ T�at such insivance is p�•irnary to any other ins�rance avai�able to tkze Additional
Insured with respect to claims covered unde�� the poiicy and thai this insu�•ance
applies separately to each insured against ��hom claim is made or suit is b�•ought.
The inclusion o� ma��e than ane insured shall not operate to increase the insurer's
limit of liability.
• Cancellrrtiorr: City j�eqrcires 30 rlay iv��itien notice sltotcld a�ty of the polrcres descrr6erl
ofi fhe certificrrte Be crr�zeelled or r�irrtef�ially clra��ged befol•e flie exprratior� rinte.
o Should any of the required insurance be provideci under a clairns �ade �oxzn, Contractor
shaIl maintain st�ch coverage continuously tlu�oughout the tez•m o�'this contract and,
r�vit�zout lapse, for a period of three years beyond the contract expi�•ation, such that
oce�inenc�s a�ising during the eon#ract terna which give rise to claims made aftez•
expiration of the contract s�all be coverect.
o Should any of the required insurance be provided unde�� a fozxn of cove�•age that includ�s
a gene��al ann��ai aggregate limit providing for clairns in�estigatian or legal defense costs
to be incl�ided in the gene��al a�uival aggregate limit, the Contractoz shall either double the
occ����•�nce limits or obtain Owners and Contractors Protective Liability Insuz•ance.
• Sho�ilc� �ny �•equirec� insu�anee lapse dux•ing the contract teim, rec�u�sts for payrnents
oi�iginating afte� such lapse shall not be p�•ocessed until the City rec�ives satisfactory
evidence of �•einstated coverage as reqt�ired b}� t��is contract, effective as of the lapse ciat�.
If insu��anee is not reinstated, City n�ay, at its sole option, tea�inate this agreerrient
effective on the date of the lapse.
SPECIFTC AllDITI�NAL INSURANCE REQUIREMENTS:
All i�tsarr•rrrrce policies pt•oposetl or obtcrined i�t s«tisfirctio�r of flris Cofatf•act slzall �d�litr��ttrlly
co��l�ly ��vittz tlre follotivirrg �riaf�ked �pecifrcrr.tio�is, ru�d slitall be nr�rri�xtrri��ed isr complimzce ivitli
tliese rrdditiortt�l specrfrcrrtrorrs tlrf�Qr{g��o�fr ri�e �r��f•a�ion of t/te Contract, or lo�tger, if so naterl:
jX] A, Gener�l Liability Insurance:
Gene��al Liability insurance �vith combin�d single litnits of not less thar�
�1,000,000.00 s�all be pz•ovided and maintained by the Con��acto�•. The policy shall
be wi�itten on an occurrence basis eithe�• in a single policy or in a eambination of
underlying and umbi�ella or excess polici�s.
If the Comine�cial G�n�ral Liability form {ISO Fo�•m CG 0001 e�i�rent edition) is
t�sed:
� Coverage A shall include preniises, aperatior�s, p�•ociucts, and con�pleted
operations, independent contractors, con#racti�al liability covez•ing this
contract and braad fo��rn property damage eoverage.
� Coverage B shall include personal inj��ry.
e Covexage C, medic�.l payrnents, i� not required.
If the Comprehensi�e Gene�•al Liability form (ISO Fo�•m GL 0002 Cuz7en� Ec�ition
and ISO Fo�7n GL 040�) is �ised, it shall inc�ude at least:
• Badily injury and P�'opeY�ty Damage Li�bility for premises, operations,
produets arzd complet�d operations, independent contractors and property
damage resulting fi•om eYplasion, collapse or undergYO�ind (XCU} e�posi�zes.
• B��o�d form cont�•actual liability (prefei•ably 6y endorsement) co���ing this
contz•act, personal injury Iiability and bro�d form property darnage liability.
�X] Professional Liabifity Ins���ance
P�•ofessional liabi�ity insurance with Iin�its not less than $l 00U 000.00 �er clairn �,vith
zespect to negligent aets, e�-�•a�•s o�• o�nissions in connection with professional services is
requiaed «nder this Agr�ement.
. �i �, • � � i 1
� � .
' . . _ ... .... ' _ , , °: , .� �,���,���,;�
�'�'�4CNM�NT �
B1�51fV�SS OV�RVt�W QuESii�AINAIR� �Nt� F��t�I/IS
1. Contractnr f�ame: �uiton Supply and Recyciing, inc.
2, Addr�ss (Princi�al Alace of �usl�ess):14Q4 Fart Worih prlve C?e�tton, Texas 762'05
�. Does your cnmpany ha�e an established physical presence in the 5tafe of Texas, ar the City
af aentan? Yes, �u�i�r� 5uppiy and Recyc[ing, Inc.`s world h�adquarters has been iocated
in D�nton, Texas for ovsr 42 years, Fu�tan Supply and Recycling, Inc, [s a pianeer in the
recyct�ng industry in penton, Texas. Not only has Fuitor� Supply bsen ir� busir�ess for aver
42 yeaes in L?entnn, 7exas its founders Jane and Edwin O. Fultan are 3 generation and
lifelang residettces af pen#on; Texas,
a. Tax Payer 1D#: �-is-i62S7�56
5. �maif Address of Primary eantact: SUZanne Fulton S�'ulton@Futtc�nSup�ly.net
6. We�site Addr�ss: Fultvn5upply,nei
7. Te(ephone: (9�0)�82-�fiS1
S. Fax: �94(1j382-957�4
9. �ther Lacations: C�inesviiie, T`exas and Durant, €}kiahoma
10. Organizatian Class:
Parfinership
Individual
Corporatfon: �t�l�on Supply and ttecyding, Inc. is a c4r�oratiar�.
Association
�.�, pat� Esta�lished; �arty 1970
P�,�� 2 0� a�� #�ozz
0
12. Former Busin�ss Name: iVQNE
13, �ate of Dissol�ation: iV/A
14. Subsidiaryof: N/A
�.5. Hf�fiorically Under�tllizad B�aslness: Y�s
16. Principals and UffEcers; Jane �uiton � Fresfdent
Suza�ne Fuitfln ^' C�� SecretaryJTreasurer o�er seein� operatiot�s, [�uying and seliing of
m�terials.
17. Key Personne! and Responsibilities:
Todd "Terry "`Yard manager o�erseeing daily �perati�ns, equipment p�rchases and
repafrs. Shipping and r�cel�ing in #he Denton ar►d Gainesvtfle locatior�s.
Brent No�es ^' Yard tr�anager Ga€nesv�lle, 7exas l.acat[nn ouar s��s dai�y ap�rattor�s,
s�ripping and receiving tn the Galnes�ille location.
Margare� D�wson � Scale o�era#ar I]enion, 7exas
�8. Number of Persor�n�l by Qisc�pline:
Discfpfine Nt�mber of Staff # R�gistered
Metal sorte�s 35
�.9. Ser+Eices provideci by Contractor;
a. Please pra�ide a dQtalled list�ng of ap serv�c�s that your com�any pravides.
Fuitan Supply provides a commercla� cantainer service as wetl as an onsite drap of# fiar a11
ferrous and nan�ferr�us metat items. Futton su�ply sar�s, �repares and grades mater��l
#ar direci deliaery ta industria� �nd sites.
b. Pfease detail ya�r priar ex��rienee working on slmi�ar projects with Texas
gvvernrnen�a! entities, H�ve he�d #h� previous C�ty of D�rttan �ids
c, p�ease d�taif yo�r simifar sen,ices provided ovar the past five �5j years. Provided this
service ta the City of aen�an for t�e pas� � y2ar car�ira�t
PAG� 3 OF RFP #5022
d, Detall documented proof of at �east three (3) projects in the past five [5} years, Cliy of
D�tttan msial recycling; Safety Kfeen metal recycling for past 2af years; purchased
scrap from lagoe Public Warks fur past 20� y�ars
e. Pl�ase detail these sentic�s,lncluding, the nature af the setvlces pravfded, the sco�e oi
the aetivities, t�� orga�izatlons fior w�►icl� the serv�ces were provided, the dat�s of �he
�rojects, an� the docume�ted ben�flt to the gavernment�l entlty, Cantinu�d scrap
meta# recyciing for these businesses tisted abarre �s ►�vefl as provlde a waltt in faciiity
and locai drop of# to the public far aver 4tl years.
2U. Ha� you�� eompany �led or baer� z�au�ed in an� litigatzon involvs`ng your company and #lte
Owne� on a co�tract within fhe last �rr� years iu�der your cu�'en# cam�any narrie or any
other cornp�ny name`? 7iso �xovide defails o�the issues as�d reso�ution if available.
Inclttde �awsuits where Owne�� was ��'oi�red. NO
2L Please ��ovicie �� l��sfi (3} t�ur�� �eferences (pr�efet��cl�ry mu�icr�nl�l�e�) a�id can�ract
amaunts, bic���cia pro,�ect descripfion, contact :�atr�e�, positiQn, and oxganiza#ion name a��d
te�epho:ne number �oz' each �•esfexence listed. �ee aitac�ttat�t �'.
d�gne Fublic ��ent lY�ato� 9�0-3$2-2581 purchase various �ue�al scra�
S�fefy Klesn � John 8�7�7�.��0��8 p��xcl�ase trip�e xi�sed barx�Is for ��ecyc3in� ant�
v�x�ious met�� scra� fax x�ccycling
llenton Couuty N all Ioca#ions wit�iu co�nty bauud�iZes purcl�ase alt metal serap for
�rec�+cliug
22, H�.ve you ever de�au�ied on or �failed #a comp�ete a con#raet ur�der yoiu current company
name ox any o#he� coxnpany r�am�? Yf so, �vhera and why? Gi�e n�ae and te�s,phone
nutnber a� Qwnei�. NQ
�3. Have �ou ever had a coz�fracf ter�ni�zated b� �e O�,.ez`l �� so, wliere aud why? Give
�a�e and tel�phone nutnber (s) o�{lwner (s). NO
24. Has yaur campa�y implezn�nted an Esnployee Health at�d �afety P�ogram corn��iant wit3�
29 C�R 19�0 "G�neral Indust�y �far�c�ards" and/or 29 CFR 1926 "General Cans��ctzon
Standards" as they a�pl�r to yot�r Campany's customary act��ities?
htt�:/l�vwvv,osha.�ov/�ls/oshar�ve�/owas�tcll.s$a�c�a�fox�n�?�_ciQC tvpe—�TAND�IRD�&�
toc ler�el=�& ke a[ue�19�6 ��It�n Su�p�y and RecyeGng, Ina. conduc#s regular
safety mee#�t�gs an� �s a partner wiih[n �rt the ��cycling industry an� ISRI �y
signing and agreeirtg tn the program "Safely or Not at All".
�'AG� 4 OF RFP #�022 �
�l.�`�C��+ �T�` �
�FER�N�E�
Please lisi thrse (3} Government ceferences, oflser t�a�t ihe City of Dentan, who can verify iite c�i�ality of servzcs
your eatu�aany provides. `�he City prefers cusfiouzers af similar slze ��d scope ofsvork ta fitis proposal,
R�I'�RENCE �N�
GO'V�RNMBNTfCOMPANY NAME?: Denton County
LOCATION: Denton Counfy, Texas
�ONTACT PERSON AND TITX.�:
TFsLEPHpN�� N'L�MB�R:
SCOPE O�` V1�QSt�: �tecycl��g al� type of ferr�us and nan-£e��rous metals �.
CONTRACT PERIOD: continual basis
R���R�NCE TPYO
GOVE�I�NTICOMPANY �FAME; �EJniversify af I�torEh Tex�s _ --
LOCA�'ION: Aeuton, Tegas
CON`�t#CTk'�RSONAND TITLE; "'iT'arious dap�rttnenfs recycle da9iy �rith �ulfon SU��iy �
TELEPHQNII N�7MBE12:
SC�PE O� W4�: �tecyeli�ag ferrous and non-ferrous n�efals ._. „, --
CONTRACT �'�lt'tCll]: continu�l basis
REFER�IVC�'�HREE
GOVBRNM�?NTICOMPANYNAME: Te�as'S�Vomar►'sUni�vex•s[ty
LOCATiON; Denton, Tcxas _.._._. -- . ._ �___ .
CONTA.C�' P�RSON ANA �'�'�'��: vsriaus cie�artmeufs �,,,.. _,, ��.� __— „
TI3LL�PHONS I�IiIMBE�:
SCOPE pl�'4VO�tK: recycling alI f}+pe of ferro��s attd non-ferrous ntef�tls _ � �,�
CONTRACT�'E1tTOb: cuntinualbasis
PAGE 5 O� R�P #5022 ^
A'T'I'AC�I�T E
DYSAD�.A,�`rAG��D BUS�E�� UTY�I�A�.T�O�T
The City o�J�enfian v,�ill enst�e thai pi�rehases of equipme�it, �naterials, su�plies, atzd lo� sexvices
coznply v�.th Texas �oo�l Gove�'nt�enf Code 252,02�.5, �n �egards �o co�n�e#iti�� requirs�az�ts :�n
ralaiion to Dis�dvantaged �3us�ess Ente����ses (DBE). �ie City will ensure that all proe��r�ment
opportutu�ies are cost effeciive, and co�#x�butable to the campeti#ive��ess o� �te City, acld its
ciis#omexs. All Proc�rement activiiies vtrill bs conducYed in an apen and fai�� �at��ex wi�h equ�l
o�ppoxiututy ��ovic�ed �or alI guali�'ied �ar�ies, The Cxty o� De�tol� vviil pxovide �c�u�l cox�#xacting
opportunities as �zo�ided by �tate atxd �'edea�ttl �aw to srnall business enterprises, Historically
Und�r�ti�ized Businesses, at�d D�sadvantaged Busixxess �tx#ezprises. `Z'�e City of Denton
encou�rages all a�varded Co�hactors to se�k qualrficatio�n as a DBE �t�d/or utilize DBE's a� sub-
contractors, 'where feasab�e, to �ne�f the ovexall in#ent af thB legis�ation.
Disac�vauta�e�i �3usiuess �n�ern�•ises {DB��: are encauragad to partzcipat� in ih� City of
I�entar�'s �rocurement pzocess. The Maiez°ials N�anagement begartme�t will pxovide additianal
ciari�catio�i a£ specifcat�ons, assxsk��ce ivi.th 1'raposal �o��ns, az�c� £�her ex�lana#ion o�
procurerr�ent procedu��es to thosa DB�s wS�a request it, Repres�ntatives frorn DBE companies
shotiiid i�entify themselves as sueh and s��Umit a copy of th� Certification. The Gi#y :recognizes
the certificatians of �he �tate o£ Te�as Building and I'xocu�•ement Conamissian HUB Prog�aan.
AlI co�mpa��ies see�.ing %n�orn3at'ton concerning D�� ce�r#i�icatzon axe ur�ed to contact,
Siate o�Texas ��[TB Pragt'at� � T�'�1.5� Divisian.
�?O Bo� 13047, A�stin, TX '78711-3Q�7
(512) 463�5872 or (888) 863�5881 or �ztt ;Ihvww.wincia�.state,tx,�s1 �ocurenxeri�/ rra l��u�l
Xnstxutctions: X� yo�r cornpany is alxeady eex`ti�ied, attach a eo�y of yo�u� cc��tifica#ion to ih�s
�oz� and xetuxn with ��e submissi�n. T� yot�r comp��y is not already cexiified, at�d co�ld be
ca��sidered as meeti�g certi�'�catzo�x :rec�ui�e�nents, please use tlie web link to obt�in such. X� you
are submiitii�� a respo��se and �1a�� to ut�lize DBE's, then »se the form �e1aw to identify the
busii�ess and �zclude the business HI3B cei�tification,
CC?MPANY NAME: TuY�on �t�pply aud Recycling, �ne.
R��RESEN`�'ATNE: �uzRnne T�xifnn
r:�����
pQ Box 3064
�XTY, �T�1.TE, ZIP: Den#an, Tegas 762U2
T�L�PHONL NO. 940-38Z-361 FA� �TO . 9�4-3$2�9574_
�nt�icate ��I fi�at a��Xy:
Minaz�iy-Ovvnec� �usAness Ez�te�r,prise
X Wonr�en-�w�ed Business En#�rprise
� bisadvantaged Business Er�t�zprise
PAG� 7 O�' R�P #5022
�-' ,�`
C�..�ct of I�terest Quest�onnair�
coNF�.icr o� �NT���sr QuES-ria���t�E FoR��CZ�
For vendor or other ersat� doit� bUSiness �rith Zocal overnme�fa] enti
This qaestionnaire ra�ects changes made ta fhe law by �.8. ��#91., Satl� Leg., Regular Session. q�r�rlCE USI3 ONLY
T}us c�uestionvai�e ss being filed iz� accvrdaQCe VIi#h cltapier 1'76 0�' fi�e Locai Government Cada by a persot� �faxece�,ea
evho has a business relationship as defined hy �ection I76,001(1-a) �vith a local go�vern�oenta[ en#iEy ancl ihe
paz�son rncets req�ri�etnents uuder �ec#ion 176,006(a}.
�y law t�is y4�esHotviaire �ust be f led with fhe records atlininistrator o�the local gover�ment entiiy uot laier
�ai� the 7th business da� after tha d�i� the persoi� �eco�nes aiva�•e o£�'acts t�at ret�t��re the s�ateYnent to �a filed,
�'ee �eetiou I76.OD6, �,ocal Gover�ent Coda.
A p�rso�t commifs an affe�se i�the perso� �o�vingiy vioIafes �ection i7G.046, T.oeai Gover�ment Cada. An
offense �der this seciion is a Class C misdemeanor.
j Narnc afp0rsan �Yhn has A 6usiness relattonship wi11t loca[ gorernmenlal enfity.
N/A
2
["'] C�ectt iLis box if you are tiling au u�date !o ��rreviously�ed questiouitafre.
L_.1
(The lawrecjuires lhat you fi[e an t�pdaked eompieted queslionciaire ��lili tli,ts apprapriate �slir�g authority noi ]ater #haci the 3� busine.cz day afler t13�
date the adg�nally fiieci queslionnaire hecomes incompiete or in�cma,r��`�s.j
��s a
i• � �
���c �z'4'
3�Iante of tocal gnvernn�eat ofTicer ivitij who►n �ifar has Rn emplvy�ne`�l or 6�s�ess�c[ations�ip.
� �r� � ��
� i�� -`�
.�, .Y. �N'ame o%a#�icer ^ ...
�� _ ;� �
ih�s secfion, {item 3 inc�ading subparts A, g, C& b), musl }�e�COm�[e d foneach ofticer v�ilh whom !he !?fer has an em�layment or vther bt�s€ness
relaifonshlp as defitted by Saction 178,001��-a), Lncal Govern $enf Code. 1�(faah additionai p�qes to #his Focm C!Q as ner,�ssary.
� -
A. is t�e local governrnent o�cer named 3a this secUon reeeiv�i�g or EiEcely Ea recetv� taxabfe income, other li�an ir�vesEmsnt income, from ihe
fiter of #he questi4nnaire?
� Yes � �fo
�. Is the fifar of the questionnaire receiving or like�y fo receive t�xahfe income, olhar fhan inveslme�i ineome, iron� or at tt�e directian af the
locai govemmenf officer named ln th€s seciion AN� the faxahte income Gs nat rer,�ived feom the loc�l governrnenEal enlify7
I_—f Yss � �!o
C. ls the f:ler of this q�estionnai�e ernpfayed by a cprporation or other E�t�s[ness eniity with resgect fo which the facal gnvemineot ofiir.�r
_ serves as an oEtfcer or dlreator, or haids an o�vnarshlp pf 10 percenE or rrtore?
� Yes � �i¢
D. qesoribe each affiliation or husiness relailonship,
A
Signalur� of p�rson doing buslness rv€lh �e gover�menta! enlity paEe
f'IAGE 6 OF R�P #�022 _
l .�i. .�. .��', ,� �! ;{�. .`#'
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9/5�� 07.�
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CERTIFICAT� 130ES NO'!' Ai=FIR�+fATiVELY �R HEC�ATNELY AMENB, EXTEFlp OR ALTER TH� GC5V�t2AG� APFQRA�D BY 'T�iE POLICIES
BEL4W. 7HE$ CERTiFIGA7� p�r ITiSURANCE UOE8 HA'f Ctl�Si't(f1i� A CDNiliAQi B�iW��N 7�i� IS&IIIHG INSllRER{8}, Afl'iHt7R1ZED
REPREBENTATINE Ott pliQC]IiC�R, ANQ THE CERTIFlCA7� FfOL�ER.
]NlPqFtTANT; If tha �eCilfio�e holder is a� AD�iTiQNAR lE�SUtt�p, the pottay(�esj mus# kre sndarsad. If SU�RoGAT10N 18 WA{1!�[3, su6ject io
th� tomta and tondit(ons af the paltay, cartairt polfclea may raquire an endaraement, A statarnenf on 4his csNiilcate does nof canior rlghfs to tha
GerE�icate ho[der ln Ifeu of euch �ndnrsemani s).
PRO�l10ER ' t���;� Gs pryrnr
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iHl$ IS TO CfRT1EY THAT TH� f'Oi.ECI�S QF INSEIF;ANCE i.1S7�p 6�4.OYd IUIV� p��N ISSii�t7 TO TIiE IsVStlii�p NAMED ABOVE F'OR TH� AOLICY PERidp
[I�I3[CAi�A. �IO7WIFFl3TANOIN� At+lY REQU1tZEi}1�N7; i�RM OR CQ,�tD1TE4N OF ANY CCi„fTRACT �R ti�H�f� i}QCUMEI�T' WFfFE RE$P�C7 7Q VilNfGH THiS
�R'�I�ECiIi� A�P:Y A� ISSI�ED OR PdAY ?ERiAIN�'�#iG I�lSURATfCE AFFL3ROED 8Y'iliE P4LICfFS DESCRiBEO HEREI� Ifi SLJS.IECTTO ALL THE TERh15,
�XCI.l1S10;1SAN0 Q4�]p1T10�l3 OF SIICH POLECIES. LIi17ff& SHOWN hfAYHAVESEEN REAi3G�p HY PA[(3 C1A1MS.
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6E�iERN.AdIIR�GAT� $ 2� OOti� �OD
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n�cRh�n�f�a�Rn7�ot�shelaw �.LUlsF.AS�-E�I.fGYUldfT S 7�+nDD.006
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tRe1:0 ie ti written cqptzaa� hstween Che n&mad inauxec} and �ha cAkbi�3.aa�p ha3der eha� ret�t��res ��qh
sCatua atl2�jsct tp pod9.cy ke�rmn aud conditiona, `�h& C:eneral Trz.ahilaGx, 7�uContoiyile L3abixity And
S�torkera' Compenastian, �oYioiea j.ne2ude a blapkeC automAC�c 5aaiver of subrog��i,o� endoreat4otlC ChaC
provide� �hSa featuro otely �ahan tha�e �s a sar3teen cnntraca betwesn the nawud fna�reri and bhe
ceref�iaaCe fiolder tha� xsr��lzaa i� aubjscs� �a poldey term�r And candiCiptis. Tha L3enazal L3ah�liby
�oiiay aontain� & apeefel 9ndornRmdllE xf.Gh "Px3tnaxy a�td No�tcon�riLu�ory° r�oXd3t7�' sl�jaa� to polioy
�ermq arcd aandiEiane. The iFmhX�X�a Poliay i�o�laws FoYm.
CER'ft�fCATE HOL��R r.aNr��r i.asinti.
ci�p of Doneon
sai xe�ea� secaee
iTap�on TX 76301
RCORD 25 (2Q9(1105)
SHOULDA�}1(ClFTH� ABQVE.U�SCRIBE� POLECI�& 8E CANCELi,FD REFORE
THE El(P1RAT10N DAT� 7H�R�OF, HOTIC� yVlLL H�. 1J�I,IV�IiED IN
�►ecan4�r�c� v+n�+ 7€�� po�.icY r�ovrsEQ�s.
AVTtIAft12ED EiEPRE3ENTA'ftY�
� r�r
O 1988-20'!0 ACQl2p C
Tltt� ACORD name and tago �ro ragtsierad marKs of ACARD
Pdge d of 2
AEI Nghfs ras4rved.
i.�c �� o�suas�
Page 2 0� 2
tl, µ1II II,"�tl*II""'ll'u �'"h�j!�tl*II""'lltl;�':q Il�+iii�h
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Planning and Development
ACM: John Cabrales ��
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas amending Chapter 13 (Food and
Food Service Establishments) of the City of Denton Code of Ordinances by deleting Articles I,
I� III, IV, V and VI in their entirety; adopting the Texas Food Establishment Rules promulgated
by the Texas Department of State Health Services and malcing related deletions and amendments
thereto; providing a severability clause; providing a savings clause; providing for a penalty not to
exceed $2,000 for violations of this ordinance; and providing for an effective date.
BACKGROUND
The current version of Chapter 13 of the Denton Code of Ordinances — Food and Food Service
Establishments was adopted by the City Council on March 23, 2004. This ordinance is based on
the Texas Food Establishment Rules (TFER) published by the Texas Department of State Health
Services. The TFER is the minimum standard for all food establishments in the state of Texas.
A city may adopt niles that are more stringent than the TFER, but not less stringent.
Currently there are approximately 600 food establishments in the City of Denton regtilated by the
TFER. These establishments include restaurants, daycare center lcitchens, hospital cafeterias,
school cafeterias, nursing home lcitchens, concession stands, etc. The current ordinance also
covers temporary food permits, farmer's markets, and mobile food vendors. This proposed 2012
food services ordinance amendment will include regtilations for all of the above mentioned
establishments, and will malce wholesale changes to the following existing categories: Mobile
Food Units; Temporary Food Establishments; and Farmer's Markets/Community Markets.
OPTIONS
1. Accept the proposed Food and Food Service Establishments ordinance as presented; or,
2. Direct the Building Inspection Division to amend the proposed Food and Food Service
Establishments ordinance, and provide suggested amendments.
PRIOR ACTION/REVIEW
September 20, 2011 - A presentation regarding amending the Mobile Food Vendor section of the
City Food Ordinance was made by the Building Inspections division to the City Council
March 20, 2012 — City Council worlc session on the proposed City Food Ordinance
March 22, 2012 - HaBSCo received a presentation of the newly proposed City Food Ordinance
April 3, 2012 - City Council worlc session on the proposed Food Ordinance
August 21, 2012 - City Council worlc session on the proposed Food Ordinance
November 5, 2012 - City Council worlc session on the proposed Food Ordinance
EXHIBITS
1. Current Food and Food Service Establishments Ordinance from 2004
2. 2012 proposed Food and Food Service Establishments Ordinance
Prepared by:
��
Kurt S. Hansen
Building Official
Respectfully submitted:
��
,�
���� � �
µ �r
M �,„�'" y .m^�
� � ���� r �^�"�� ��, �` ��� ��
�+'" ,�,�
��
Brian K. Locldey, AICP, CPM
Interim Director of Planning and Development
Exhibit 1
S:IOur pocumantsl0rdinances1031Food Setvice Ord 2.doc
ORDINANCE NO. OCI ' D �O
AN ORDINANCE OF THE CITY QF DENTON, TEXAS AMENDING CHAPTER 13 FOOD
AND FODD SERVICE E�TABLISHMENTS OF THE CITY OF DENTON CODE QF
ORDINANCES BY MAKING CONFORMTNG CHANGE� IN ACCORDANCE WITH
TEXAS FOOD ESTABLISHMENT RULES PROMULGATED BY THE TEXAS
DEPARTMENT O�' HEALTH; PROVIDING A SEVERABILITY CLAUSE; PROVIDIl�G A
SAVINGS CLAUSE; PRQVIDING k'OR A PENALTY NQT TQ EXCEED $2,OQ0 FOR
VIOLATIONS OF THIS ORDINANCE; AND PROVIDING FOR AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1: Tha# Chapter 13 FOOD ANI] FOOD SERVICE ESTABLISHMENTS* is
hereby amended as follows:
*Editar's note--Ord. No. 93-d58, § I, adopted April G, 1993, amended former Ch. 13, relative to
food and food establislunents, in its entirety to read as herein set out. The provisions of former
Ch. 13 derived from Code 1966, §§ 11-20--11-25, 11-36�-11-42 and Ord. No. 90-147, § I,
adopted Oct. 2, 1990.
Cross reference(s}--Health and human services generally, Ch. �4.
State law reference{s)--Seizure and deshuction oi �nwhalesome food, Vernon's Ann. C.C.P. art.
9.06; unwholesome food, drink or medicine, V.T.C.A., Penal Code § 32.42; milk grading and
sanitation, V.T.C.A., Health and Safety Code § 435.401 et sec�.; Texas Food, Drug and Cosmetic
Act, V.T.C.A., Health and Sa%ty Code § 431.001 et seq.; regulation of food service
establishmcnts, V.T.C.A., Health and Safety Code § 437.041 et seq.
ARTICLE I. IN GENERAL
Sec. 13.1 The Texas Food Establishrnent Rules as amended by the Texas Board of Health found
in 25 Texas Administrative Code, Chapter 229, sections 161 through 171 and 173 through 175
regarding the regulation of foad establishrnents in this juz�sdiction is hereby adopted as the
minimum standards for food service operations within the corporate limits of the City of Denton,
Texas. Where�er in said rules the words "municipali�y of Denton" appear, they shall be
understood to refez to the City af Dentan and �he words "regulatary authority" shall refer to the
City of Denton. A copy of these rules shall be kept on file in the office ofthe city secretary.
Any revision, addition, or deletion to the Texas Faad Establishment Rules by the Texas
Department of Health or the United States Food and Drug Administratian shall be deemed to be
an amendment to this article and adopted as of the time it goes into efFect or is published.
(Ord. No. 93-058, § I, 4-b-93)
Sec. 13-2. Defnitions.
(a) Administrator shall znean the Building Q�ficial, or their designa#ed employee, of the City
of Denton.
{e} Critical violation shall mean violation of 4-point or 5-point weighted items on the
inspection report form utilized by the city's health officer and shall require immediate corrective
action.
(g) Faod service establishment shall mean any restaurant, cafe, hotel dining roam, grocery
store, meat market, soft drink stand, hamburger stand, ice cream wagon, day care center, nursing
home, private club or any place where food or drink for human consumption is flffered far sale,
given in exchange or given away. The term does not include the following operations and
establishrnents, provided that the operations do not expose the public to a substantial and
imminent health hazard as determined by the city health officer:
(I} An establishment which handles only fresh unprocessed fruits, nuts, and vegetables and
which operates fram a unit, which is mobile in nature.
(2) The sale, distribution, or service of food at an event, party or other special gathering that
is not open to persons other than the rnembers or invited guests of the sponsor, provided that
there is no public advertisement o� the event, public solicitation of funds at or for the event, or
participaiion by the general public in the event.
(i} Health officer shall mean a sanitarian or health inspector af the City of Denton.
{j) Health or regulatory authority shall mean the City of Dentan.
Delete sections {o) and (p} and reletter tl�e remaining sections as follows:
{n) Seasonal food service establishment shall mean any faad service establishment which
operates from a fixed location for a periad not to exceed four (4) cansecutive months pravided
that such operatian sha11 occur only once during any twelve (I2) consecutive mon�h penad.
(o) Smoker shall mean any unit, whetl�er mabile or fixed in nature, which uses wood ar wood
products to pravide smoke for the purpose of slow cooking meats intended for human
consumption, whether such unit is inside an enclosed building or in an outdoor area.
(p} Temporary food sef-vice establishment sha11 rnean any food service establishment which
aperates from a fixed loca�ion far a period not to excec�d fourteen (14) consecutive days.
{q} Wholesome shall mean in sound conditian, clean, free from adulteration, and otherwise
suitable for use as human food. Food which is packaged shall be deemed wholesome if it meets
the faregoing requirements and it is used or sold prior to the expiration date marked on the
package.
(Ord. No. 93-058, § I, 4-6-93; Ord. No. 9'1-114, § I, 4-1-97}
-2-
Cross reference(s)--Definitions and rules af constructian generally, § 1-2.
Sec. 13-5. Sale or other dispasition of unwholesome food prohibited.
It shall be unlawful for any person, association of persons, firm, food service establishnnent,
temporary food se�rvice establishment or corporation to offer for sale, sell or give away any food
or drink for human consumption which has been pronounced by the city health officer to be unfit
for such use.
(Ord. No. 93-OS8, § I, 4-6-93)
Sec. 13-6. Registration of food service establishments based autside city.
A foad service establishment or commissary operating from a facility located autside the city
that sells, distributes or transports food inside the city rnay not conduct operations inside the city
unless the food service establishment:
(1) Furnishes, the health officer with a certificate from a health authority having
jurisdiction over the establishment indicating that the establishanent complies with applicable
health laws; ar
(2) Furnishes the health officer other inforrnation that the administrator determines is
necessary to enforce the provisions of this chapter ar otherwise protect the public health ar
safety.
{Ord. Na. 93-05$, § I, 4-6-93)
ARTICLE II. FOOD SERVICE ESTABLISHMENTS
Sec. 13-20. Permit required.
It shall be unlawful for any person, association of persons, firm or corporation to operate a food
service establishment in the city without having obtained a permit under the terms of this section.
(Ord. No. 93-058, § I, 4�6-93; Ord. No. 97-114, § II, 4-1-97}
Sec. 13-22. Permit Issuance.
(a) Upon receipt af an application and paytnent of the applicable fee, the health officer shall
make an inspection of the prernises where the business is to be conducted. If the premises
comply with the terms of this article and with all current requirements of the zoning ordinance,
other ordinances and state law, a permit shall be issued to the applicant upon pa�nent of the
permit fee. TY�e applicable fees shall be set by city council by ordinance and the fee schedule
sha11 be available for public inspection at the offices of the city secretary ar the health officer.
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The applicant shall submi# the applicable nonrefundable fee as set forth by city council before a
permit will be issued. Notwithstanding any ather provision of this chap�er, the payment of any
fees set under this section is not applicable ta the City of Denton or any political subdivision or
agency of the State of Texas and the United States of Ame�ica.
(b} In the event a food permit application is rejected, the administrator shall notify the
applicant of the rejection in writing. The notice shatl specify tfie reasons why the permit is
denied. The decision af the administrator is �nal unless the applicant shall file an appeal as
provided in sectian 13-28. The decision of the administrator sha�l continue in effect until the
final decision of the committee.
{c) Permits shall not be transferable. A person who acquires an existing food service
establishment shall not operate the establishment without obtaining a new permit within ten (1�)
days from the date of the change of ownership.
(d) Each food service establishment sha11 display a valid permit in public view in the
establishment.
(e) A permit will be good for a period of twelve (12) rnonths with the expiration date being
the last day oi the month the permit was issued; terriporary, and seasonal permits shall expire in
accordance with their terms.
( fl Acceptance of a permit issued by the administrator canstitutes agreement by the
establishment to:
(1) Comply with all conditions of the permit and all applicable provisions of tlus
chapter; and
(2) Allow the lawful inspection of iis facility and operations.
(Ord. Nfl. 93-058, § I, �-6-93; Ord. No. 95-182, § I, 9-12-95; Ord. No. 97-241, § I, 9-2-97)
Sec. 13-23. Ternporary food service establishments
(e) Permits far temporary food service �stablishments that are noi operating in conjunction
witfi a special event or comrnunity-based event shall be limited to three (3) permits per year per
establishment.
(2) The term temporary food service establishm�nt shali not include concession stands,
which operate at a fixed location in conjunction with scheduled, community-based sporting or
recreational events provided that the preparation and serving of potentially hazardous foods shall
be restricted to only those pre-cooked, pre-packaged poientially hazardaus food producis that
ha�e been properly prepared in accordance with all Texas Department of Health and local
requirements and are properly stored, handled, and served in the unopened, original package
from said cancession stands. In such instances where open potentially hazardous foods are
��
prepared an site from a concession stand, these shall be evaluated on a case�by-case basis and a
determination shall be made as to requirements.
(3) A ternparary food ser�ice establishment shall not:
{a) Prepare, serve, sell ar distribute any food not approved in advance by the health
off cer; or
(b) Prepare poten�ially hazardous foad; except, that the establishment may prepare
potentially hazardous food �that is approved in advance by the health officer and daes not require
substantial preparation prior to cansurnption (including, but not limited to, a hamburger or
frankfurter) or rnay prepare potentially hazardous iaad that is obtained by the establishment in
individual servings;
(4} A temporary food service establishment shall comply with Iiquid waste disposal
ordinances, solid waste disposal ordinances and fire codes.
{5) A#emporary food service establishment shall comply with Section 224.170 a�k of Texas
Food Rules and any other �requirement that the administrator determines zs necessary ta protect
the public health or safety and irnpos�s as a con�ition to the lawful operation of the
establishment.
(Ord. No. 93-058, § F, 4-6-93)
Sec. 13-24. Plans and permits.
(a} The owner shall submit plans and specifications for constructian of work areas intanded
far use in the operation of a food establislunent, and the location, size, and type of fixed
equipment and interior finishes of such areas to the City of Denton for approval before work is
begun, when a food service establiskxment is constructed, or:
(1) The nature of the operation changes;
(2) The establishment is extensively remodeled; or
(3) When an existing siructure is converted for use as a food sezvice establishrnent.
(b) In a food service establishment, the food preparation area shall be of adequate size and
shall constitute a minimum of twenty-five (25) pezcent of ihe total square footage of the
occupied permitted area.
(c) In a food service establishment, dry storage areas shall be of adequate size and shall
constitute a minimum of fifteen (15) percent of the total square footage o� the �ood preparation
area.
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(d) The minimum requirements specified in subsection {b) of this section shall be applicable
to all establishments far which building permits are issued after April 18, 1993.
(e) Construction Standards for New or Remodeled Food Establishments.
All plans submitted shall include informatian on the follawing specifications:
(1} Floors: In food preparation areas, storage areas, utensil washing areas, restrooms, and
dressing rooms, floors shall be constructed of smooth, durable, easily cleanable, nan-
absorbent rnaterials of commercial grade. Flooring must be light colored, without texture
or patterns that create difficult places to clean. In addition to the kitchen areas of day
care centers, floors in food service areas of classrooms shall rneet these requirements.
(2) Wa11s/Ceilings: in faod preparation, storage, utensil washing areas, and restrooms, walls
and ceilings must be smooth {not textured}, easily cleanable, non-absorbent, light in
calor, and durable. Wall areas behind sinks or places that receiv� heavy use must be
finished with FRP, ceramic tile, epaxy type paint or similar materials to withstand
moisture. Bathroom walls shall be finished (as those listed above) behind pluznbing
fixiures to a height of at least four (4) feet up from the floor. Heavy foad preparation
areas behind stoves, grills, and fryers shall be of stainless steel from floar to ceiling.
(3) Auxiliary Equipment: water heaters, washing machines, dryers, remote connected
refrigerators, compressors, and air conditioners must be located outside of faod
preparation areas. �
{4) Yce Machines: are to be of adequate size and located in areas tk�at zz�eet the wall, flaor and
ceiling design standards for food preparation areas. Do not locate an ice machine near
sources af potential contamiz�ation, such as exposed sewer lines, open stairweils, etc.
(5) Aisles and Working Spaces: shall be unobstructed and of sufficient width to permit
employees to readily perform their duties without cantaminating food or food contact
surfaces by clothing or persanal contact.
(b) Sneeze Guards: required for all buffet and salad bars. Average height is four feet six
inches ( 4'6") to five feet ( 5') from the floor.
(7) Storage Rooms: wood shelving is allowed #'or dry starage use only if finished with
varnish or high g�ass type paint to make swre it is smaoth, non-absarbent, and easy to
clean.
{8} Toilet Facilities: public access cannot be through the kitchen.
{9) Sinks: shall be the number required by law. A handsink shall be lacated within every 2S
linear feet of i.mobstructed space in foad preparation and utensil washing areas so it is
convenient for employees to wash hands as aften as necessary. If sink is too close to
other equipment or sinks, a splashguard may be required. Sinks are to be of adequate size
to allow far the thorough washing of hands and forearms. Blower dryers shall nat be
allowed as a rneans of drying hands in food preparation areas. Note: at the discretion af
the City af Denton, additional sinks such as pot sinks, produce washing sinks, etc. may be
required.
{10) Equipment and Utensils: all equipment is to be NSF approved or commercial grade.
{I1) Refrigerators/Freezers: must be of commercial type, and each unit must have a
numerically scaled indicating thermometer. Walk-in coolers must be cornmercially h�ilt
and have interinrs af irnpervious, non-absorbent materials. Wood and marlite surfaces in
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walk-ins are not allowed. Shelves must be resistant to rust. Mechanical refrigeration is
required an salad bars, etc. for holding cold foods cold; holding foods in ice will not be
acceptable.
{12) Water Heater: must be of adequate size to provide enough hot water for all hand
washing, ware washing, and cleaning. Minimum sizes: Sd gallons in heavy faod
preparation establishments; 30 gallons in light food preparatian establishments; and 20
gallons in no food preparation establishments.
(13) Kitchens in day care centers shall comply with a11 rules of this code except that the size
of the kitchen may be deternuned on a case-by-case basis as approved by the City of
D�nton.
(Ord. No. 93-058, § I, 4-6-93; Ord. No. 97-114, § III, 4-1-97)
Sec. 13-25. Expiration and renewal af permits.
(a) A permit lapses and is void uniess the applicable permit fee is received by the City of
Denton before the expiration date of the existing permit.
(b) A permit Iapses and is void if the food service establishment operating under the permit
constructs a new facility ar changes ownership.
{Ord. No. 93-058, § I, 4-6-93; Ord. No. 97-114, § IV, 4-1-97}
Sec. 13-29. Hearing.
A hearing of the appeal shall be conducted by the Building Construction Advisory and Appeals
Board. The hearing shall be held at a time and place designated by the Building Construction
Advisory and Appeals Board. The Building Canstruction Advisory and Appeals Board shall hear
and consider evidence offered by any interested person. Based upon the recarded evidence of
such hearing, the Building Construciion Advisory and Appeals Board sha11 sustain, modify or
rescind any notice or order considered in the hearing by a majority vote and provide a written
report of the hearing decision to the holder of the permit.
The decision af the Building Construction Advisory and Appeals Board is final as to
administrative remedies, and no rehearing may be granted. Once the decision of the Building
Construction Advisary and Appeals Board is final under this section, the applicant or permit
holder may appeal the decision to the state district court or court of appropriate jurisdiction.
(Ord. Na. 93-Q58, § I, 4-f-93)
Delete Section 13- 33 Correction of Violations.
Sec. 13-34. Reinspection.
(d) Re-inspec#ion far failure to meet required score shall b� performed within fourteen (14)
calendar days immediately following the original inspection, or as soon as possible thereafter,
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except that where an establishment is closed due to a score below sixty (60}, pursuant to section
13-62, the original inspector shall determine the time ofthe re-inspectian.
{Ord. No. 93-058, § I, 4-6-93; Ord. Na. 97-114, § VI, 4-1-97)
Sec. 13-35. Fee for re-inspection.
(a) The fee for re-inspection shall be one-half ihe annual permit fee of the establishrnent
receiving the re-inspection.
(b) A re-inspection fee will be charged for each re-inspection necessary to bring the food
establishment's score above seventy-five (75).
(c) Payment of the re-inspection fee shall not void, or in any way affect, the responsibility of
the owner or permit holder for payment o#' any fines for any other violations of this chapter.
(d} The person, part�iership, or corporatian list�d as "owner" on the ariginal application shall
be respansible for payment of any and aA fees, including re-inspection fees. The administrator
shall send an invoice requesting payment of the re-inspection fee and the permit holder shall pay
within thirty (30} days of the date of the invoice.
(Ord. No. 93-058, § I, 4-6-93)
Sec. 13-36. Examination and condemnation of food.
Food may be examined or sampled by the health officer as o$en as necessary �or enforcement of
any provision af this chapter. The health officer may, upon written notice to the owner or person
in charge specifying with particularity the reasons therefore, place a hold order on any food,
which he believes is in violation of Section 229.171 2(N) of the Texas Food Establishment
Rules or any other provision of the rules. The health officer shall tag, label, or otherwise identify
any food subject to the hald arder. No food subject to a hold arder shall be used, served, or
maved frorn the establishment. The health officer shail pernut storage of the food under
candi#ians sgecif ed in the hold ord�r, unless storage is not possible without risk to the public
health, in whzch case irnmediate destruction shall be ordered and accomplished.
(Ord. No. 93-058, § T, 4-6-93)
ARTICLE N. REGULATION OF FOOD HANDLERS*
*Cross reference(s)-�Licenses, perrnits and business regulations generally, Ch. 16.
State law reference(s)--Regulation of food service employees, V.T.C.A., Health and Safety
Code § 438.431 et seq.
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Sec. 13-40. Food handler's card required.
(a) Every person whose wark brings them into contact with the handling of food, utensils, ar
food service equipment rnust possess a valid food handler's card.
(b) Every person who owns, manages, ar othezwise cantrals any food serv�ice establishrnent
shall nat permit any person to be employed therein wha does not passess a valid food handler's
card within ten (10) days from the date of their employment.
(Ord. No. 93-058, § I, 4-6-93)
Sec. 13-41. Exemptfons.
(a) Every person who possesses a current and valid State approved certificate sha11 be
exempt from the requirernents of section i3-40.
{b} Three year card: Foodservice workers who have received a food handler's card far three
(3} consecutive years may apply for a card that would be effective for the ne�t three (3) years.
(Ord. No. 93-058, § I, 4-6-93)
Sec. 13-42. Food handler's card.
In order to receive a foad handler's card, every person must achieve a score of seventy (70) or
above on the basic knowledge test administered by the Ci#y of Denton. This rec�uirement must be
met upon expiration of a food handler's card and upon applicatian for a new food handler's card.
{Ord. No. 93-058, § I, 4�6-93; Ord. No. 97�1I4, § VII, 4-1-97)
Sec. �3-43. The permit holder of the food service establishment shall make food handler cards
and food manager certificates available for immediate inspection upon request by the regulatory
authority.
(Ord. No. 93-058, § I, 4�6-93)
Sec. 13-44. Duration of food handler card.
Any food handler's card issued under the provisians of this article shall remain in full farce and
effect twelve {12) rnonths from the date of issuan.ce, unless exernpt under Section 13-41.
(Ord. No. 93-458, § I, 4-6-93)
Sec. 13-45. Sarne-nontransferable.
Every food handler card issued under the provisions of this chapter shall be nontransferable.
(Ord. No. 93-058, § I, 4-6-93)
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ARTICLE V. VENDORS, CATERING TRUCKS, MOBILE UNITS AND OUTDOOR
SMOKER iTNITS, AND SNOW-CONE VENDORS
Sec. 13-51. Requirements far snow cone vendors.
(a) A snow cone vendor shall be limited to the sale of snow cones and pr�-packaged items
only and shall have a:
(1) Commercially approved source for ice and syrup;
(2) Hand wash sink with hot and cold running water under pressure, soap, and paper
tawels.
(3) A� least a two (2) compartment sink (with hot and cold nu�ning water under
pressure) for washing and sanitizing utensils.
(4) Waste-water holding tank of adequate size for operaiion or be connected to an
existing sanitary sewer.
(b) A snow cone vendor may also be required to meet any and all provisions required for a
faod service establishment, which the administrator deems necessary to protect the public hEaith
and safety.
(�rd. No. 93-058, § I, 4-6-93)
Sec. 13-53. Requirements far mobile units.
(a) All mobile units originating from or serving food within the city must have a valid food
service pernut, which must be kept in the vehicle at all times. The permit must bear the name of
the registered owner of the truck and truck license plate number.
(Ord. No. 93-058, § I, 4-6-93; Ord. No. 97-114, § VIII, 4-1-97)
Delete Section 13-55. Outdoor Smoker Units.
ARTICLE VI. ENFORCEMENT
Sec. I3-61. Violations.
(a) The Building Off cial of the City of Denton, or any af his designated employees, shall
have the responsibility and power to enforce aIl provisions of this chapter within the corporate
Iimits of th� City of Denton, Texas.
(b) Whenever the health officer deternunes that th.ere has been a violation of any provision of
this chapter, which in his judgment can jeopardize the public health, or for violation af any
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items, which have been noted as problems on two {2} or more consecutive inspection reports, the
health officer may issue a written citation for said person to appear in court.
(c) It shall be unlawful for any person to knowingly gi�e the health officer a false name
when such officer requests the name of sa.id person for purposes of enforcing the provisions of
this chapter.
(�rd. No. 93-058, � I, �-b-93; Ord. No. 97-114, § IX, 4-1-97)
Sec. 13�62. Authority to close.
(a} The h�alth officer shall close without warning any building or place described in this
chapter and prevent its use for the storage, manufacture, or sale of food or drink for human
consumptian whenever:
(1) The health officer, upan inspection o� an establishment, fnds sufficient
violations, which cause the rating score o� said estabiishment to be below a total of sixty
(60} points;
(2) The health officer finds that an establishment is operating with no working
refirigeration units;
{3) The health offzcer finds that an establishment is opera�ing without running water or hot
water for a period of more than one (1) hour; or
(4) The health officer finds an establishment is operating without a functioning
warewashing machine or adequate sinks for rnanual warewashing.
(b) It shall be the duty of the health officer to post a notice of closure for such cond�tions at
the entrance of such building or place and to maintain the same until such conditions or practices
have been removed or abated.
(c) No persan shall remove or alter in any way a sign, which has been posted by the health
a#'ficer.
(Ord. Na. 93-058, § I, 4-6-93}
SECTION 2: The Health Permit Fee Schedule set forth in Exhibit "A", attached her�to
and made a part hereof for all purposes, is her�by adopted and authorized to be imposed far the
purposes of application %r, and issuance of, permits required For cornp�iance with the provisions
of Chapter 13 "Food and Food 5ervice Establishments".
SECTION 3: This ordinance shall repeal every prior ordinance in conflict herewith, but
only insofar as the partion of such prior ordinance shall be in conflict; and as to all other sections
of the orc�inance not in direct conflict hererwi�li, this ordinance shall be and is hereby made
-1I-
cumulative except as to such prior ordinances or portions thereof as are expressly repealed
hereby.
SECTION 4: Any person violating any provision o� this ordinance, sha11 upon
conviction, be fin.ed a sum �ot exceeding $2,OOO.QO. Each day that a provision of this ordinance
is violated shall constitute a separate and distinct offense.
SECTIQN S: If any provision of this ardinance or application thereof to any person or
circumstance is held invalid by any court, such holding sha11 not aifect the va.lidity of the
remaining portions of this ordinance, and ihe City Council of the City af Denton, Texas hereby
declares that it would have enacted the rennaining portions despite any such validity.
SECTION 6: Save and except as aznended hereby, all the sections, subsections, and
clauses of Chapter 13 Foad and Service Establishments of the Code of Ordinances of the City of
Dentan, Texas shall remain in full force and effect.
SECTION 7: This ordina.nce shall became effective, after its passage and approval, on
3 , 2003, az�d the City Secretary is hereby directed to cause the caption of this
or 'nance to be published twice in the Denton Record-Chronicle, a daily newspaper published in
th.e City of Denton, Texas, vvithin ten (10} days af the date o� its passage.
PASSED AN�D APPROVED this the a�/l�day of �� , 2004
L�'vic.-2� �
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY 5ECRETARY
BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY: � .z�
���
T e of Establishmen�
1
��
Exhibit A: Health Permit Fee Schedule:
One year Food Handler Card
Three Year Food Handler Card
Pool Mauager's Certification
Wine and Beer Inspectians {#s 3- 7}
3. Beer and Wine Permit - New Application Processing Fee
4. Wine and Beer Retailer's Permit On Premises
5. Wine and Beer Retailer's Off Premises
6. Retail Dealer's On Prernise License Beer only
7. Retail Dealer's On Premis� Late Hours License
8.
9.
� Q.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
Fee
$ 15.00
$ 45.00
$ 35.00
$ 25.04
$ 87.SQ
$ 3 Q.00
$ 7S.OQ
$125.00
Annual Swimming Pool Permit $160.00
Restaurants <_ 2,000 square feet Gross floor area $310.OQ
Restaurants >_ 2,000 syuare feet Gross floor area $485.Od
Grocery Stare <_ I2,040 square feet Gross floor area $325.OQ
Grocery Store >_ 12,000 square feet Gross floor area $450.00
Canvenience Store Without Deli $250.00
Convenience Store With Deli $300.00
Concession Stand, snow cone stand, ar similar structure $175.04
Daycare Facility $150.00 +
$1.00/each child licensed
Nursing Home / BarBakery $275.00
Seasonal Permit Fee $ 75.00
Temporary Permit $ 20.00
Application Fee for New Establishmcnts, not including
Temporary Establishments $250.00
Replacement Cards $ 5.00
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Exhibit 2
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING CHAPTER 13 ("FOOD AND
FOOD SERVICE ESTABLISHMENTS") OF THE CITY OF DENTON CODE OF ORDINANCES BY
DELETING ARTICLES I, II, III, IV, V AND VI IN THEIR ENTIRETY; ADOPTING THE TEXAS
FOOD ESTABLISHMENT RULES PROMULGATED BY THE TEXAS DEPARTMENT OF STATE
HEALTH SERVICES AND MAKING RELATED DELETIONS AND AMENDMENTS THERETO;
PROVIDING A SEVERABLITITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING
FOR A PENALTY NOT TO EXCEED $2,000 FOR VIOLATIONS OF THIS ORDINANCE; AND
PROVIDING FOR AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON TEXAS HEREBY ORDAINS:
SECTION 1: Articles I, II, III, IV, V and VI of Chapter 13 ("FOOD AND FOOD SERVICE
ESTABLISHMENTS") of the City of Denton Code of Ordinances are hereby deleted in their entirety and
replaced with new Sections 13-10 and 13-20 which hereby read in their entirety as follows:
Sec. 13-10 Rules on food service --Adopted• compliance procedures.
The city adopts the amendments to Texas Board of Health found in 25 Texas Administrative Code,
Chapter 229, Sections 161--171 and 173--175 as amended, which establishes regulations regarding the
regulation of food establishments in this jurisdiction is hereby adopted as the minimum standards for food
service operations within the corporate limits of the City of Denton, Texas. Wherever in these rules the
words "municipality of Denton" appear, they shall be understood to refer to the City of Denton and the
words "regulatoiy authority" shall refer to the City of Denton. The Texas Food Establishments Rules,
save and except the amendments set forth below are made a part of this article as if fully set forth herein.
A copy of the Texas Food Establishment Rules, along with city amendments, shall be kept on file in the
office of the city secretary of the city being marked and designated as the Texas Food Establishment
Rules, published by the Texas Board of Health Bureau of Food and Drug Safety (Retail foods division).
Any revision, addition, or deletion to the Texas Food Establishment Rules (TFER) by the Depai�tment of
State Health Services or the United States Food and Drug Administration (FDA) shall be deemed to be an
amendment to this article and adopted as of the time it goes into effect or is published.
Sec. 13-20 Deletions and amendments.
Amendments to the Texas Food Establishment Rules
Section 229.162 is amended by adding the following:
162.1 Administrator: the Building Official, or their designated employee, of the City of Denton.
162.2 Agricultural product: an agricultural, apicultural, horticultural, silvicultural, or viticultural,
or fish or other aquatic species product, either in its natural or processed state, that has been
produced, processed, or otherwise had value added for use as human food.
1623 Catering Establishment: shall mean a food establishment where food is completely or
partially prepared for delivery at a separate location where it is meant to be served and consumed.
For purposes of this definition of mobile food establishments, a food service establishment is
considered to be operating mobile food units, rather than to be operating as a catering
establishment; unless at each premises or property to which food is delivered, the food is
provided to one person for consumption by that person or that person's guests or invitees.
162.4 Catering operation: a food service establishment which prepares or serves food on premises
in control of another.
Page 1 of 33
162,5 Cei�tificate of Occupancy; A Certificate of occupancy is a document issued by a local
government agency indicating that a building or mobile food vehicle complies with zoning and
building laws.
162.6 Change of Ownership: a change of owner or operator of a food establishment business, and
does not refer to a change of owner of the property or building in which the business is located.
162.7 Change of Use: that which requires the owner of an establishment to submit plans before
any construction is begun on a project that changes the use of the current establishment.
162.8 Commercially Manufactured: produced or built, for commercial gain, by a person
showing a high degree of slcill or competence.
162.9 Commissary: also known as a central preparation facility; base of operations; or premises
from which a mobile unit operates. The commissary shall be used as the base of operations for all
classes of mobile food vendors. The commissary is an approved site(s) at which food
preparation, storage and cleaning or servicing of the vehicle occurs. State law prohibits the use of
a private residence as a central preparation facility or warehouse,
1162.10 Community Market; a designated location used primarily for the distribution and sale
directly to consumers of home-grown fruits, vegetables, produce or food products; meat and fish
items, plants and flowers; arts and cr�fts items; and bakery goods, beverages, daiiy products,
delicatessen, and grocery items.
162.11 Cooking demonstration: food that is not to be offered, sold, or otherwise distributed to the
public
162.12 Farmers Marlcet; a designated location used primarily for the distribution and sale directly
to consumers of food products by farmers or other producers of agricultural products 162.13
Farmer's Market Food Vendor: any person(s) who operate(s), offers, or sells food typically
known as "farm grown", "farm originating" or "farm obtained" from a location approved on
private or public properly. Foods included in "farm grown" are whole produce, plants, nuts,
certain meats, honey, eggs and pasteurized dairy products. These vendors and any foodservice
operations shall comply with the Texas Food Establishment Rules as set forth by the Dept. of
State Health Services.
162.14 Fixed Commercial Location; a building that can obtain a certificate of occupancy; not
mobile in nature.
162.15 Food handler card: a card issued by the city of Denton to all food establishment
employees whose work brings them into contact with the handling of food, utensils, or food
service equipment. These employees shall fulfill all city requirements before receiving a card.
162.16 Food handler card: a card issued by the city of Denton to all food establishment
employees whose worlc brings them into contact with the handling of food, utensils, or food
service equipment. These employees shall fulfill all city requirements before receiving a card.
162.17 Grease Interceptor: A plumbing appurtenance that is installed in a sanitaiy drainage
system to intercept oily and greasy wastes from a wastewater discharge. Such device has the
ability to intercept fi�ee-floating fats and oils,
162.18 Health Of�cer: the officer or other designated authority charged with the administration
and enforcement of this code, or a duly authorized representative.
162.19 Health or regulatoiy authority; the City of Denton.
162.20 Heavy Food Preparation; shall mean any area in which foods are prepared utilizing a grill,
griddle, deep-fat fryer, commercial type ovens, and/or any similar food preparation equipment; or
any area subject to flooding type of wet cleaning procedures due to the cutting or processing of
meat, poultry, fish or porlc. Heavy food preparation includes but is not limited to; cafeterias, fast
Page 2 of 33
food restaurants, full service restaurants, pizza preparation, donut preparation, and meat and fish
markets, etc. and may include day care centers.
For information regarding grease interceptor sizes, refer to the International Plumbing Code as
amended by the City Building Inspection Department.
162.21 Light Food Preparation: shall mean any area in which foods are prepared exclusive of the
use of fryers, grills or similar equipment. Light food preparation is usually limited to the
preparation of hot dogs, sandwiches, salads or other similar foods and fountain-type cold drinks.
Light food preparation includes, but is not limited to, sandwich shops, limited menu concession
stands, etc. and may include day care centers. For information regarding grease interceptor sizes,
refer to the International Plumbing Code as amended by the City Building Inspection Department.
162.22 Minor: shall mean an individual under the age of 18
162.23 A food establishment that seives, sells, or distributes any food or beverage fi•om a mobile
food preparation vehicle that is not operating at a permanent fixed location. A mobile foodseivice
establishment is vehicle-mounted or wheeled and capable of being readily moveable. A mobile
food unit is fully self-contained. A mobile food establishment is a commercially manufactured
vehicle fi•om which food is prepared, seived or provided for the public with or without charge.
Types of mobile food establishments: The mobile food unit classiiications are based upon the
type of inenu served.
Class I— Limited Mobile Food Establishment: these mobile food units may provide hot and
cold holding display areas from which packaged foods are displayed. Self-service by customers
of unpackaged foods is not allowed. Preparation, assembly or cooking of foods is not allowed on
the unit. Non-potentially hazardous beverages must be provided fi•om covered urns or dispenser
heads only. No dispensed ice is allowed.
Class II— General Mobile Food Establishment: these mobile food units may serve a full menu
as approved by the Consumer Health Division,
Class III - General Service Pushcarts: these mobile food units may operate only at one location
for the life of a permit and shall serve only a limited menu as approved by the Consumer Health
Division.
Class IV — Limited Service Pushcarts: these mobile food units may operate at one location for
the life of a permit or may be pushed by human power to various locations and shall serve only a
limited menu of non-potentially hazardous, prepackaged food items as approved by the Consumer
Health Division.
162.24 No food preparation; any area in which foods are provided pre-wrapped, from a source
approved by the Department of State Health Services with microwave oven type heating being
the maximum handling involved, No food preparation is limited to prepackaged sandwiches or
similar foods, candies and containerized beverages.
162.25 Non-potentially hazardous beverage: shall mean a non-alcoholic liquid intended for
consumption, whether natural or synthetic, that does not require temperature control because it is
not capable of supporting the rapid and progressive growth of infectious or toxigenic
microorganisms or the growth and toxin production of Clostridium botulinum. The term
includes:
1) Tea and coffee, excluding espresso, with powdered creamer or ultra-high, pasteurized half
and half in individual servings;
2) Commercially made, high acid beverages with a pH level of 4.6 or below, such as apple
juice, lemonade, limeade, and orange juice;
3) Fresh squeezed, high acid beverages;
4) Commercially iilled carbonated beverages;
Page 3 of 33
5) High acid beverages made from a commercial mix; and
6) Mineral water sold in open, single-service cups with ice fi�om an approved source.
162.26 Non-profit organization: All government entities and political subdivision and public
school districts; Organizations chartered under the Texas non-profit corporation act; or
Operations recognized by the IRS as a 501(c) organization or corporation.
162.27 Perishable food: shall mean any food of a type or in a condition that may spoil,
162,28 Remodeling, extensive: any change in the structure of a food preparation area or any
change in the establishment which would increase or decrease size requirements for the food
preparation or food storage areas as specified in sections 13-27 (b) and (c). The term may also
include any construction which requires a building permit from the Building Inspection Division
of the City of Denton.
It does not include; Expenditures for the replacement of moveable equipment; or remodeling
which does not affect the construction or operation of food storage or food preparation areas or
areas used to store or clean utensils and equipment used in food storage or food preparation.
162.29 Seasonal food service establishment: any food service establishment which operates from
a fixed location for a period not to exceed six (6) consecutive months provided that such
operation shall occur only once during any twelve (12) consecutive month period.
162.30 Smoker: any unit, whether mobile or fixed in nature, which uses wood or wood products
to provide smoke for the purpose of slow cooking meats intended for human consumption,
whether such unit is inside an enclosed building or in an outdoor area.
16231 Temporary Event: transitory gatherings such as traveling fairs, carnivals, multicultural
celebrations, special interest fundraisers, restaurant food shows, grand openings, customer
appreciation days, etc. also called special events. These are single events or celebrations; may
also be called a community based event.
162.32 Temporary food permit; a permit issued after fulfilling all City requirements to a food
establishment selling or serving food at a temporary event. The temporary food permit is valid
until the temporary event concludes or for 14 consecutive days, whichever is less. A temporary
food permit is valid for only one event location at a time.
162.33 Toilet facilities: flush toilets and sinks with hot and cold running water connected to an
approved system
162.34 Warehouse: shall mean any enclosed structure, room, or building where packaged food or
food products intended for off-premise consumption are stored for, sold to, or offered for sale or
distribution to persons other than the ultimate consumer.
162.35 Wholesome: in sound condition, clean, free from adulteration, and otherwise suitable for
use as human food. Food which is packaged shall be deemed wholesome if it meets the foregoing
requirements and it is used or sold prior to the expiration date marked on the package.
Section 229.163(a) is amended by adding the following:
163.1 This person shall have a valid Food Protection Management training certiiicate.
Cei�tification must be obtained by passing an examination approved by the Texas Department of
State Health Services and approved by the regulatory authority.
The following food service establishments are exempt from the requirements of this section:
1) Establishments selling only uncut produce or commercially packaged; hermetically
sealed foods;
2) a food enterprise that provides only beverages or prepackaged food that is not a
potentially hazardous food;
Page 4 of 33
3) Bars and lounges that do not serve potentially hazardous foods;
4) a food processing plant that is inspected at least once each week by a state or federal food
sanitation inspector or that only stores prepackaged food that is not potentially hazardous;
5) Concession stands that are run by volunteeis;
6) a nonprofit organization that serves food only to members of the organization;
7) a vending machine or a mobile food establishment that offers only prepackaged food, if a
certified food manager is in charge at the central preparation facility that supplies the
products for the vending machine or mobile food establishment; or
8) a temporaty event food vendor.
Compliance may be required of establishments having one of the above exemptions if they have
repeated or critical food code violations, or if determined by the health officer to be capable of
causing food borne illness.
163.2 The owner or operator of a new foodservice establishment shall provide verification to the
Consumer Health Division, prior to the opening of the establishment, that the establishment meets
the Certified Food Protection Manager requirement of this article,
163.3 If a foodservice establishment cannot meet the requirements of this section because of the
termination or permanent transfer of a registered food protection manager, the food establishment
shall: Employ another registered food manager within thirty (30) days of the effective date of the
termination or transfer of the previous manager. When an existing food service establishment has
a change of ownership, the new owner or operator of the establishment shall provide verification
to the Consumer Health Division within thirty (30) days of the effective date of the change of
ownership that it is in compliance with the certified food protection manager requirements of this
article.
163,4 A person commits an offense if the person is the owner or operator of a food establishment
and violates a provision of this section.
163.5 A person commits an offense if the person is the food manager• of a food establishment and
fails to obtain a food protection manager's certificate from an accredited program accepted by the
Texas Department of State Health Services within the time limits allowed in this article.
163.6 A person holding a food protection manager's certiiicate shall register a copy of that
certificate with the City of Denton Consumer Health Division.
Section 229.163(c)(12) is amended by adding the following:
163,7 Every person whose work br•ings them into contact with the handling of food, utensils, or
food service equipment must possess a valid City of Denton food handler card.
Every person who owns, manages, or otherwise controls any food service establishment shall not
permit any person to be employed therein who does not possess a valid City of Denton food
handler card within ten (10) days from the date of their employment.
163.8 Food handler test
In order to receive a food handler's card, every person must achieve a score of seventy (70) or
more on a the test offered by the City of Denton or pass an approved on-line course offered on the
City of Denton Consumer Health webpage. After an applicant passes an online food handler
course, the applicant shall bring verification to the City in order to receive a City of Denton
issued Food Handler card. This requirement must be met upon expiration of a food handler's card
and upon application for a new food handler's card. At the discretion of the health officer, if he or
she deems it necessary, employees may be required to attend one of the classes offered by the
City of Denton Consumer Health Division.
Page 5 of 33
163.9 Certificates available.
The permit holder of the food service establishment shall make food handler cards and food
manager� certificates displayed where they can be easily seen by the regulatory authority.
163.10 Duration of food handler card.
Any food handler's card issued under the provisions of this article shall remain in full force and
effect two years from the date of issuance.
163.11 Same-nontransferable.
Eveiy food handler card issued under the provisions of this chapter shall be nontransferable.
163.12 Same--Confiscation.
The health officer shall have the authority to confiscate a food handler's permit that has expired or
is otherwise invalid,
163.13 Personnel.
a) A food employee may drink from a beverage container that has a tight-fitting lid with a
straw.
b) Employees shall wear disposable gloves when handling ready-to-eat foods, or provide
documentation of training regarding correct handling of ready-to-eat foods as found in
section 229.164(e)(1)(D)(i)-(iii).
Section 229.164(a) is amended by adding the following:
164.1 Destruction of unwholesome food authorized,
Whenever the city health officer discoveis any food or drink displayed for sale or kept for sale,
which is unwholesome or unsafe for human consumption, the officer shall order the food or drink
to be destroyed or removed, and the owner or the t�esponsible person in charge shall immediately
destroy or remove such unwholesome or unsafe food at his or her own expense.
164.2 Sale or other disposition of unwholesome food prohibited.
It shall be unlawful for any person, association of persons, firm, food seivice establishment,
temporaiy food service establishment or corporation to offer for sale or give away any food or
drink for human consumption which has been pronounced by the city health officer to be unfit for
such use. No person shall prepare potentially hazardous or TCS food for sale to the public from
their own private residence.
Section 229.164(v)(2)(C) is amended by adding the following:
164.3 Written documentation of cool-down procedures of the food that is being donated is
required.
Section 229.165(k)(1)(C) is amended by adding the following:
165.1 Existing equipment which was installed in a food service establishment prior to the
effective date of this chapter, and which does not meet fully all of the design and fabrication
requirements of this rule shall be deemed acceptable in that establishment as long as there is no
change of ownership, equipment is in good repair and capable of being maintained in a sanitary
condition, and the food-contact surfaces are nontoxic. Replacement equipment and new
equipment acquired after the effective date of this chapter shall meet the requirements of this
chapter.
Section 229.166(j)(3) is amended by adding the following:
166.1 Grease Interceptors shall be located outside the food preparation area unless otherwise
approved by the regulatory authority.
Section 229.166(1)(14)(B) is amended by adding the following:
Page 6 of 33
166.2 Garbage Containers.
Garbage and refuse shall be kept in durable, easily cleanable, insect-proof, and rodent-proof
containers that do not leak and do not absorb liquids. Containers used in food preparation and
utensil-washing areas shall be kept covered except when actually in use.
There shall be sufficient number of containers to hold all the garbage and refuse that accumulates
during operation of the food establishment. The regulatory authority may require additional
service, dumpsters or larger dumpsters to accommodate the garbage and refuse that accumulates.
Suitable facilities, including hot water and detergent or steam shall be provided and used for
washing garbage containers. Liquid waste from compacting or cleaning operations shall be
disposed of as sewage. Power washing and contracted cleaning services shall be performed
according to applicable law.
Cardboard or other packaging materials that do not contain food residues or that are waiting
regularly scheduled deliveiy to a recycling or disposal site may be stored outside in a covered
receptacle if it is stored so that it does not create a rodent harborage problem.
Section 229.167(b)(3) is amended by adding the following:
167.1 Premises.
Food Service establishments and all parts of the property used in connection with operations of
the establishment shall be kept free of litter.
Only atticles necessaiy for the operation and maintenance of the food service establishment shall
be stored on the premises.
Section 229.167(p)(15)(B)(iii) is amended by adding the following:
167,2 A food service establishment may permit a customet� to be accompanied by a dog in an
outdoor dining area i£
a) The food service establishment posts a sign in a conspicuous location stating that dogs
are allowed in the outdoor dining area;
b) The customer and the dog access the outdoor dining area directly from the exterior of the
food service establishment;
c) The dog does not enter the interior of the food service establishment;
d) The customer retains the dog on a leash at all times and controls the dog;
e) The customer does not allow the dog to be on a seat, a table, a countertop, or a similar
surface;
� In the outdoor dining area, the food service establishment does not
1) prepare food; or
2) permit open food, except for food that is being served to a customer; and,
g) Only cleaners and sanitizers that are not harmful to animals may be used on outdoor
surfaces.
Section 229.169 is amended by adding the following:
169.1 Requirements for mobile units.
a) Application Process
1) In order to obtain a health permit to operate a mobile food establishment within
the city limits of Denton, an applicant shall submit all required applications and
applicable documents with the City of Denton and pay all required fees.
Page 7 of 33
2) The application shall include an approved Certificate of Occupancy issued by the
Building Official. A Cei�tificate of Occupancy shall be required for all mobile
units that will stop and sell food in any one parcel of land for more than one hour.
The Certificate of Occupancy verifies that all sales locations stated in the
submitted location itinerary are zoned for food establishments. Other
documentation may be required by the health officer.
3) The Consumer Health Division must be given written notice at least two (2)
business days before implementation of any changes to the filed itineraiy.
b) Permit Issuance
1) Upon receiving a proper application for a permit, the Consumer Health Division
shall make appropriate inspections of the vehicle; equipment and other
reasonable inspections concerned with the mobile food establishment and shall
issue a permit and sticker only if:
a)The inspection reveals compliance with the applicable requirements of
all federal and state statutes and regulations and city ordinances
governing the proposed mobile food establishment operation.
b) The valid sticker shall be displayed by a mobile food
establishment:
1, he hard copy of the permit shall be posted in public view inside
the vehicle and
2. The sticker permit shall be posted on the back right corner on the
outside of the vehicle — it will display the date of expiration of
the permit and the unit ID number.
2) The health permit shall be valid for 12 months. Mobile fooci establishment
permits shall not be transferable and shall be considered revoked should the food
vending operation be changed from that specified in the permit.
c) Location of Operation
1) Any location where mobile units stop and sale food in any one location for more
than one hour, shall be zoned (according to the Denton Development Code) to
allow food establishments.
2�Mobile units shall not stop and sell food in a residential District (as defined in the
Denton Development Code) without written permission from the Homeowner's
Association or a Neighborhood Association. Mobile units shall not stop and sell
food in any residential zone that does not have an active Homeowner's or
Neighborhood Association.
d) Operations on Public Property
No mobile food vehicle shall operate a business from a public park or publicly owned
property or site without written permission from the City.
e) Signage
1) Each mobile establishment must be readily identifiable by business name,
printed, permanently affixed, and prominently displayed upon at least two sides
of the units , in letters and numbers not less than 3(three ) inches in height
2) Each mobile food establishment shall be clearly marked with the food
establishment's name or a distinctive identifying symbol. The lettering shall be
at least three (3) inches in height and of a color contrasting with the background
color. If a symbol is used, it shall be at least twelve (12) inches in diameter or of
an equivalent size.
Page 8 of 33
3) Each mobile food establishment shall be clearly marked with the permit number
for purposes of identifying each unit on inspection reports and other
communications.
Section 229.169(a)(1) is amended by adding the following:
169.2 Mobile Food Vehicle Types
Class I— Limited Mobile Food Establishment: these mobile food establishments may provide
hot and cold holding display areas from which packaged foods are displayed. Self-seivice by
customers of unpackaged foods is not allowed. Preparation, assembly or coolcing of foods is not
allowed on the unit. Non-potentially hazardous beverages must be provided fi•om covered urns or
dispenser heads only, No dispensed ice is allowed,
Examples of foods that are allowed:
1) Food that was prepared and packaged in individual servings at an approved commissary
and transported and stored under conditions meeting the requirements of this ai�ticle
2) Potentially hazardous beverages such as individual seivings of millc, milk products and
coffee creams that have been packaged at a pasteurizing plant. All foods sold will need to
meet proper labeling requirements.
Note: If the vendor is selling prepackaged food, the vendor shall provide a copy of the
commet•cial food establishment's Texas Food Manufacturing permit (or Meat Safety
Assurance Permit — if applicable) from the Texas Department of State Health Services.
Class II — General Mobile Food Establishment: these mobile food establishments may serve a
full menu as approved by the Consumer Health Division.
Class III - General Service Pushcarts: these mobile food units may operate only at one location
for the life of a permit and shall serve only a limited menu as approved by the Consumer Health
Division.
Menu items shall be limited to, unless authorized by the Health Inspector: hot dogs,
nachos with artificial cheese base, corn on the cob, snow cones, popcorn, pretzels, sausage on a
stick, tea, lemonade, fruit drinks (from dry mix only), tamales, and roasted peanuts.
Class IV — Limited Service Pushcarts: these mobile food units may operate at one location for
the life of a permit or may be pushed by human power to various locations and shall seive only a
limited menu of non-potentially hazardous, prepackaged food items as approved by the Consumer
Health Division.
Menu items shall be limited to, unless authorized by the Health Inspector: prepackaged
chips, candy, ice cream, prepackaged sodas, and bottled water.
169.3 Class III and Class N Mobile Food Vendors shall not:
1) use a vehicle that exceeds 6 ft. x 4 ft, x3 ft.;
2) enter or occupy a public roadway to solicit or conduct a sale;
3) place any signs or other advertising devices on public property other than those signs
affixed to the vehicle;
4) physically or visibly obstruction pedestrian and vehicular traffic;
5) sell, distribute, or offer for sale, goods or services that have not been approved by the
Health Inspector;
6) be located within a construction area, or;
7) conduct business with vehicular traffic located in the street right-of-way.
169.4 Seivicing by commissaries
Page 9 of 33
Mobile food establishments shall report to the approved commissary locations for supplies,
cleaning, and servicing operations as follows:
1) The interior of the mobile food establishment shall be cleaned and serviced at the
approved commissary at least daily and shall be stored when not in operation.
2) The mobile food establishment shall acquire needed supplies fi�om the commissary or
other approved sources.
3) An existing food establishment may seive as a commissary for a mobile food
establishment only if approved by the health officer, The existing food establishment
would be required to have an approved vehicle storage facility, approved potable water
hookups, approved wastewater drainage facilities, approved grease interceptor hookups
and size, and any other accommodations as determined necessary by the health officer to
ensure compliance with all regulatory codes.
4) The mobile food establishment shall provide documentation of each visit to the
commissaiy and shall have that documentation available for inspection.
169.5 Servicing Records
It shall be unlawful for an operator of a mobile food establishment to be in operation without a
valid servicing record in his possession. The operator of a mobile food establishment shall keep
and maintain servicing records on the mobile food establishment for a period of one year from the
date of servicing. The servicing records must be immediately available to any peace officer or
health officer for inspection.
169.6 Vehicle construction
a) The interior of the vehicle shall be commercially manufactured or be approved by the
health officer.
b) The food preparation area of the vehicle shall be completely enclosed.
c) Mobile food establishments may be required to provide an on board power source, such
as a battery or generator, to assure maintenance of PHF/TCS foods at proper temperatures
during transit, preparation and service. The vehicle must be equipped with commercial
mechanical facilities. All equipment on the vehicle is to be NSF approved, ANSI
approved, or of commercial grade.
d) The cab of the vehicle must be physically separated from the food preparation area, and
the seats designated for the cook and any passengers must be located outside of the food
preparation area.
e) All cooking equipment and hot holding units must be located at the rear of a mobile food
preparation vehicle, Covers for deep fryers must be provided and installed over fryer
units while vehicle is in motion.
� The vehicle must be equipped with a built-in hose that may be used to wash the interior
of the vehicle when it is at the commissary for servicing.
169.7 Exterior surfaces
Exterior surfaces of mobile food units shall be of weather resistant materials and shall comply
with all applicable laws.
169.8 Utility connections
Utility connections shall be limited to only electrical service and shall be in full compliance with
the Electrical Code. All electrical extension cords shall be of industrial grade quality and shall be
utilized in a safe manner as not to be a nuisance or a trip hazard. Mobile food establishments shall
not be connected to any potable water service, sanitary sewer service, or fuel gas service while in
the operation of preparing or vending food.
Page 10 of 33
169,9 Damage Repoi�t
Any accident involving a mobile food establishment that results in damage to the water system,
waste retention tank, food service equipment, or any facility that may result in the contamination
of the food being transpoi�ted or any damage that results in a violation of this section, shall be
reported within 24 hours of the time the accident occurred. Repoi�ts shall be made by the holder of
the mobile food establishment health permit.
169.10 Overhead Protection
Overhead protection shall be provided for mobile food units that are operated outdoors and where
food is not covered at all times. The overhead protection shall consist of, but not be limited to,
roofing, ceilings, awnings, or umbrellas. The overhead protection must be easily cleanable.
169,11 Any additional equipment or the arrangement thereof other than that approved when the
permit was issued shall be prohibited unless approved in advance by the Consumer Health
Division.
Section 229.169(a)(7) is amended by adding the following:
169.10 A mobile food establishment must demonstrate mobility at any reasonable time if
requested by any peace officer, health officer, or designated city employee.
169.11 Operation capacity limited
The operator of a mobile food establishment shall prepare, serve, store, and display food and
beverages on or in the mobile food unit itself; and shall not attach, set up, or use any other device
or equipment intended to increase the selling, serving, storing, or displaying capacity of the
mobile food establishment. It shall be un-lawful for the operator of a mobile food establishment
to:
1) Allow items such as, but not limited to brooms, mops, hoses, equipment, containers and
boxes or cartons to remain adjacent to or beneath the mobile food establishment;
2) Provide or allow any sign or banner to remain that is not attached and solely supported by
the mobile food establishment; or,
3) Sell food outside of the vehicle, for example, fi•om a table under a free standing canopy.
All food vending shall be done from the mobile unit.
169.12 Mobile food establishments are limited by the types and choices of approved food items
being prepared and sold. Food preparation may be restricted by Consumer Health.
Section 229.169(a)(8)(A) is amended by adding the following:
169.13 If liquid waste results from the operation of a mobile food establishment it shall comply
with the following:
1. It shall be stored in permanently installed, vented retention tanks that are at least �fteen
percent (15%) larger than the water supply tank, but not less than thirty (30) gallons of
capacity and shall be drained and thoroughly flushed during servicing operations.
2. All liquid waste shall be discharged to an approved sanitary sewage disposal system at
the commissary.
3. Liquid waste shall not be discharged from the retention tank when the mobile food
establishment is at an operational location,
4. The waste connection shall be located below the water connection to preclude
contamination of the potable water system.
5. Connection to a sewerage system at an operation location is prohibited.
Page 11 of 33
6, All used fats, oil, or grease shall be dischaY•ged to an approved grease interceptor at the
commissaiy. Used fats, oils, or grease shall not be discharged to any unauthorized
food establishment grease interceptor.
Section 229.169(a)(9)(B) is amended by adding the following:
169.14 Garbage and Refuse
A mobile food establishment shall provide a minimum of 20 gallons for garbage and refuse
storage facilities for the operatoY•'s use; and shall have gaY•bage and storage facilities attached to
the exterior of the mobile food establishment that are insect and rodent-proof for customer use.
169.15 Access to Restroom Facilities
Prior to the issuance of a health permit, the operator of a mobile food establishment shall submit
to the Consumer Health Division and comply with the following:
a) Written proof of availability of r•estrooms with flushable toilets for the use of the mobile
food establishment employees located in a business establishment within 500 feet of each
location where the mobile food unit will be in operation for more than one (1) hour in any
single day.
b) Proof of availability of adequate facilities shall be in the form of a written and notarized
statement from the owner, or owner's agent, including the name, address and telephone
number of the property owner or authorized agent, and the type of business and hours of
operation, granting permission for the use of the facilities. If the business owner is a
partnership or corporation, the statement shall include the name, address and telephone
number of one of the partners or officers.
c) A copy of the notarized statement shall be displayed in the mobile food establishment in
plain view of the public at all times.
169.16 Separation and Setbacks
Mobile food vehicles shall be separated from existing buildings and other mobile food vehicles
by a minimum of 12 feet. Mobile food vehicles shall be subject to all current zoning and setback
regulations found in the Denton Development Code (DDC). Mobile food vehicles shall not set up
in iire lanes or parking spaces that are required by the Cei�tificate of Occupancy of an existing
business.
169.17 Food Transportation
1) During transportation, food and food utensils shall be kept in covered containers or
completely wrapped or packaged so as to be protected from contamination. Foods in
original packages do not need to be overwrapped or covered if the original package is
sealed.
2) Food shall be maintained at required temperatures at all times during transport.
169,18 Closure of a Mobile Food Establishment:
When a mobile food unit is closed by the health officer for critical violations, the health officer
shall post a closed sign and the inspection repoi�t on the unit. When a commissary or warehouse is
closed by a health officer for critical violations, the health officer shall post the inspection report
inside the facility, No person except the health officer shall remove or alter the inspection report
or closed sign.
169.19 Requirements for snow cone vendors and ice cream vendors
a) A snow cone vendor shall be limited to the sale of snow cones and pre-packaged items
only and shall have a:
Page 12 of 33
1) Commercially approved source for ice and syrup;
2) Hand wash sink with hot and cold running water under pressure, liquid soap, and
paper towels;
3) At least a two (2) compartment sink (with hot and cold running water under pressure)
for washing and sanitizing utensils; and,
4) Waste-water holding tank of adequate size for operation or be connected to an
existing sanitary sewer,
b) A snow cone vendor may also be required to meet any and all provisions required for a
food service establishment, which the administrator deems necessaiy to protect the public
health and safety. This type of establishment may be a�xed location capable of
obtaining a certificate of occupancy.
c) A water heater system capable of producing water of 100° degrees Fahrenheit
interconnected with the potable water supply shall be provided. A minimum of 15
gallons of water must be available.
d) Adequate, conveniently located and accessible toilet and lavatory facilities shall be
available to the snow cone stand at all times. A notarized letter signed by the
owner/operator of the establishment where the facilities are located, must be submitted
with the permit application giving written permission for the snow cone personnel to use
such facilities and that the facilities will be available for use at all times during the food
establishment's hours of operation. The path of travel to such facilities shall not exceed a
distance of 500 feet.
169.20 Requirements for the sale of ice cream, other frozen desserts or novelties upon a public
street
(a) A person may not sell ice cream, frozen desserts or other novelties from a vehicle
before sunrise or after sunset.
(b) Ice cream, fi•ozen desset�ts, and other novelty frozen food items shall be individually
wrapped by the manufacturer before being placed in the vehicle from which they are sold
and shall be sold in the original wrapping.
(c) Such fi•ozen items as described in (b) above may be sold from a pushcart.
169.21 All vehicles offering ice cream for sale shall have:
1) An automatic flashing device consisting of two lamps at the front of the vehicle, mounted at
the same level and as widely spaced laterally as possible and displaying simultaneously flashing
amber lights, and two (2) lamps at the rear of the vehicle mounted at the same level and as widely
spaced laterally as possible and displaying simultaneously flashing amber lights, to be used at all
times while each vehicle is in use for food service or solicitation of sales;
2) Signs in front and real bearing the word "SLOW" in letters not less than six (6) inches high;
and 3) be capable of maintaining a constant temperature for food storage and contain, in a
conspicuous place, a thermometer to allow for verification of temperatures.
Section 229.169(b)(2) is amended by adding the following:
169.22 Servicing records to be kept by commissaries
The commissary from which a mobile food establishment operates shall issue and maintain
servicing records for each unit in a manner and form prescribed by the health officer. The permit
holder, person in charge, employee, or representative of any commissary shall keep and maintain
servicing records at the commissary for a period of two years from the date of servicing or until
retrieved by the health officer, whichever comes first. Seivicing records maintained at the
commissary shall be immediately available to any peace ofiicer or health officer for inspection
during normal business hours.
Page 13 of 33
169.23 Falsification of servicing records
It shall be unlawful for an owner, permit holder, person in charge, employee, or representative of
any commissary to issue a servicing Y•ecord without first verifying that the mobile food
establishment has complied with all servicing requirements. It shall be unlawful for any owner,
permit holder, person in charge, employee, or representative of any commissaiy or mobile food
establishment to knowingly present or issue any false, fraudulent, or untruthful seivicing record
for the purpose of demonstrating compliance with the requirements of this chapter.
Section 229.169(c)(2) is amended by adding the following:
169.24 Servicing operations
1) Potable water-servicing equipment shall be stored and handled in a way that protects the
water and equipment fi•om contamination.
2) Vehicle cleaning and in-place cleaning of nonfood-contact surfaces of equipment not
requiring sanitization shall be done with potable water and shall be done in a manner that
will not contaminate the vehicle's food storage or food preparation areas of equipment.
If hoses are used in the cleaning process, they shall be food-grade and kept off the floor
or pavement, on racks or by other approved suitable means. All cleaning areas shall be
paved with a smooth surface of nonabsorbent material such as concrete or machine-laid
asphalt, which is sloped to drain toward an approved catch basin or floor drain where the
liquid waste can be lawfully disposed. The use of liquid waste transport vehicles
(otherwise known as vacuum trucks), licensed by the Texas Commission on
Environmental Quality for the removal and disposal of liquid waste resulting from mobile
unit food operations is permitted.
3) Servicing operations may be performed by the commissary operator or by the mobile
food establishment operator, It shall be the commissary operator's responsibility to
observe or perform servicing on each mobile food unit and properly complete a servicing
record, It is the responsibility of the mobile food establishment operator to confirm that
the requirements of this section are fulfilled prior to resuming operations.
4) A current copy of each authorization must be maintained on file with the City of Denton
Consumer Health Division and also in plain sight on the vehicle for inspection by the
City of Denton or a peace officer upon request.
169.25 Permitting of commissaries as food establishments
A commissary servicing any mobile food establishment may be an approved and permitted food
establishment at which the mobile food unit is supplied with fresh water, emptied of waste water
(and grease) into a proper waste disposal system, and cleaned, including washing, rinsing and
sanitizing of those food contact surfaces or items not capable of being immersed in the mobile
food establishment's utensil-washing sink. The seivicing area must be of adequate size and scope
as to accommodate its own operation, as well as those of the mobile food establishment.
1) Compliance with all other applicable rules and operational guidelines as may be
promulgated by the health officer.
2) When the commissary is within another jurisdiction the permit holder shall provide a
copy of the latest inspection of its facility by that regulatory authority,
169.26 Warehouse:
1) If only prepackaged goods are sold, a warehouse may be accepted in lieu of a
commissary,
2) Warehouses shall be required to meet only those rules necessary to prevent the
contamination of stored foods, single service articles, utensils and equipment. In general,
warehouses shall be exempt fi•om the rules relating to finished walls, ceilings, or storage
bases, light colored surfaces, restrooms, lavatories and utility facilities, provided foods
Page 14 of 33
are protected from contamination from dust, insects, rodents, flooding, drainage, or other
contaminants.
3) Handling of unpackaged foods, dishwashing and ice making are prohibited in a
warehouse.
169.27 A mobile food preparation facility shall not:
1) Stop at any location, unless the stop is for less than one hour, to sell or serve food during
any time other than the dates and times speci�ed in the current itinerary on file with the
Consumer Health Division for the mobile food preparation vehicle.
2) Serve as a commissary for another mobile food unit or as the base of operation for a
caterer
3) Apply for variances of food processing
4) Use leftover foods. All PHF/TCS foods shall be served or discarded at the end of each
business day
5) Use time as a public health control, All PHF/TCS foods shall be controlled by
mechanical means
6) Park on an unimproved surface such as grass or dirt without written approval from the
City.
7) Be permitted to be washed-out at the location of an existing food establishment. All
interior washing shall be at an approved commissaiy. Only exterior washing of the
mobile food vehicle may be done at a commercially operated carwash. Grease or
wastewater shall not be dumped or drained at a carwash.
�Leave a location of operation until the area of operation is free fi•om trash or nuisance
caused by the mobile food vehicle business, its employees, or its customers.
��--
169.28 Inspection Procedures
1) Critical violations shall result in the immediate closure of a mobile food unit, commissary
or warehouse if the City of Denton Consumer Health officer determines that an imminent
danger to the public health exists, and that the violation cannot be corrected immediately
or an approved alternative procedure has not been implemented.
2) For violations not resulting in closure, the corrections shall be made and approval shall be
given by a City Health officer before reopening for business.
Section 229.170(a) is amended by adding the following:
170.1 The term temporary food service establishment shall not include concession stands, which
operate at a fixed location in conjunction with scheduled, community-based sporting or
recreational events provided that the preparation and serving of potentially hazardous foods shall
be restricted to only those pre-cooked, pre-packaged potentially hazardous food products that
have been properly prepared in accordance with all Depai�tment of State Health Services and local
requirements and are properly stored, handled, and served in the unopened, original package from
said concession stands, In such instances where open potentially hazardous foods are prepared on
site from a concession stand, these shall be evaluated on a case-by-case basis and a determination
shall be made as to r�equirements.
a) A temporaiy food service establishment that does not comply with other requirements of
this chapter or other city ordinances applicable to food service establishments is
permitted if:
1) The health officer finds that the operation will not result in a health or safety hazard
or a nuisance;
Page 15 of 33
2) The operation is limited to a single, fixed location, which may include one or more
facilities at the location;
3) The operation is either:
a. Limited to a time of not more than fourteen (14) consecutive calendar days;
b. Operating ,under a city park and recreation depai�tment that has been
approved by the city; and
a The food service establishment complies with the other requirements of this
section.
b) An application and non-refundable fees for a temporary event permit (per food booth)
shall be submitted at least two (2) working days prior to the event, or five (5) days prior
to the event if ten (10) or more booths are permitted for the same event. The application
shall include the time the booth will be set up and ready for inspection.
c) If an application is not submitted by the deadline in (b) above, the acceptance of the
application will be at the discretion of the health officer, and an administrative fee will be
charged.
d) All requirements of the food booth must be in place before a permit will be issued.
e) A temporary event permit will be required if there is open food (e.g. offering samples)
available.
fl Food manufacturers must submit a copy of the state manufacturer license with their
application.
g) Pei�nits for temporary food service establishments that are not operating in conjunction
with a City sponsored special event shall be limited to six (6) permits per year per
establishment.
h) A foodservice establishment with a current annual health permit will be required to
obtain a temporaiy event permit if the event is at a location outside their permitted
premises.
i) A temporary food service establishment shall not:
1) Prepare, serve, sell or distribute any food not approved in advance by the health
officer. This prohibits the storage and preparation of food from a private residence.
Any slicing, dicing or cutting of potentially hazardous foods must be done in a
commercial kitchen and brought to the event under proper temperature control; this
includes raw hamburger meat that must be brought in as commercially prepared
frozen patties. No "gyro" type meat cookers are allowed.
2) Prepare potentially hazardous food; except, that the establishment may prepare
potentially hazardous food that is approved in advance by the health officer and does
not require substantial preparation prior to consumption (including, but not limited to,
a hamburger or frankfurter) or may prepare potentially hazardous food that is
obtained by the establishment in individual servings;
Section 229.170(b) is amended by adding the following:
170.2 Potentially hazardous food products shall be held in mechanical refrigeration that is
maintained at 41° degrees or less. Frozen products may be stored in ice only if approved in
advance by the regulatory authority and the duration of the event and items offered for sale is
limited, typically less than four (4) hours in duration, Potentially hazardous food products shall be
held in mechanical hot or cold holding equipment if the event is more than four (4) hours in
Page 16 of 33
duration, All foods are to be kept properly protected dm�ing storage, preparation, and service; this
will include grill covers or lids to prevent contamination fi•om overhead.
Section 229.170(d)(3) is amended by adding the following:
170.3 Small "crock-pots" may be used to properly store food utensils in water 135 ° F degrees or
hotter; or utensils may be stored in running water dipper wells.
170,4 "Sterno" heating units are not allowed for use at outdoor events to hold foods hot.
Section 229.170(d)(4) is amended by adding the following:
170.5 Bare hand contact with ready-to eat foods is prohibited. Single-use gloves must be worn
over cleaned hands.
170.6 Animals are prohibited from being within the interior limits of a temporary food
establishment.
Section 229.170(h) is amended by adding the following:
170.7 A temporary food service establishment shall comply with liquid waste disposal
ordinances, solid waste disposal ordinances and fire codes.
Section 229.170(k)(3) is amended by adding the following:
170.8 A temporary food seivice establishment shall comply with these Texas Food Rules and any
other requirement that the administrator determines is necessary to protect the public health or
safety and imposes as a condition to the lawful operation of the establishment.
170.9 Food-handler cards required: Food safety training is required for all temporaiy food
establishment workers. Food service workers may obtain a food-handler card through a class
offered through the City of Denton Consumer Health Division's normal schedule of classes or an
approved on-line course, Depending on the duration of the event and the extent of the food
service being offered, the Consumer Health Division may mandate a Food Manager's
Certiiication for a minimum of one or maximum of all personnel during the event.
170.10 Catering operations.
a) All catering operations based in the City of Denton shall comply with all state rules, laws,
and local ordinances. A person shall not engage in a catering operation unless the service
is affiliated with a food service establishment operating from a fixed facility that is
permitted by the appropriate health authority.
b) The base of operations for a catering operation shall be physically separate fi•om a
residential home and shall be a permanent, �xed location,
c) The health officer may inspect a catering operation at any time.
170.11 The health officer may request copies of the health permit issued to the caterer from the
regulatory authority having jurisdiction where the food is prepared or packaged.
170.11 FARMER'S MARKET
a) Management and Personnel
Responsibility, assignment. The permit holder shall be the person in charge or shall
designate a person in charge and shall ensure that a person in charge is present at the
market during hours of operation. Where it is allowed, food vendors that offer, sell, or
distribute food that is potentially hazardous or that offer samples of food; shall have a
person in charge that can show proof of successful completion of a Texas Department of
State Health Services approved Certified Food Managers Course. Food vendors that
offer, sell, or distribute only prepackaged foods, non-potentially hazardous foods or
beverages or temporaiy food vendors in conjunction with a special event at such location
are exempt from the food manager certification course requirement. Proof of successful
Page 17 of 33
completion of a certified food manager course may be required of food vendors having
exemptions if judged by the regulatory authority to be capable of causing food-borne
illness or may be an increased public health rislc,
b) Food
1) Preventing contamination:
a. Food Display. Except for plants, nuts in the shell and whole, raw fruits
and vegetables that are intended for hulling, peeling or washing by the
consumer before consumption, food on display shall be protected from
contamination by the use of packaging, counter, service line, or salad bar
food guards that comply with NSF standards, completely enclosed
display cases; or other means approve by the Regulatoiy Authority.
Letters may be required fi•om the fabricator or installer of such food
guards stating compliance with NSF standards if visual compliance is not
evident through the use of labels or listings posted directly on the food
guard by the authority approved to af�x such label or listing.
b. Except for plants, nuts in the shell and whole, raw fruits and vegetables
that are intended for hulling, peeling or washing by the consumer before
consumption, food that is not completely packaged must be located
under a cover, tent or other covering approved by the Regulatoiy
Authority and remain under the covered protection for the duration of the
operating period.
2) Approved Source. Only food from an approved source may be offered at a
Farmer's Market or Food Market under these rules. Foraged foods are not
considered to be from an approved source. Food prepared in a private home, a
Cottage food production operation or from an unlicensed food manufacturer or
wholesaler is considered to be fi•om an unapproved source and may not be used
or offered for sale in Farmer's Markets or Food Market as defined in this rule.
Food fi•om a kitchen regulated by a local regulatory authority and proof of such is
presented shall be considered fi•om an approved source.
3) Meat, non-poultry.
a. Meat such as game animals, ratites or equine meats (as defined in TFER)
may not be sold.
b. Whole muscle meat shall be stored frozen and held under refi•igeration
capable of maintaining the meat in a hard, frozen state. Meat shall be
packaged ready to offer or sell, Separating, cutting or otherwise
removing meat from an intact package is prohibited.
c. Meat shall be produced, stored, labeled in compliance with U.S.
Department of Agriculture rules and regulations, Proof of license or
exemption shall be provided to the Regulatory Authority at time of
application.
4) Poultry.
a. Poultry is defined as allowed by TFER, as amended.
b. Poultiy shall be stored frozen and held under refrigeration capable of
maintaining the meat in a hard, frozen state. Poultry shall be packaged in
form ready to offer or sell. Separating, cutting or otherwise removing
poultry from intact packaging is prohibited.
c. Poultry shall be produced, stored and labeled in compliance with U.S.
Department of Agriculture rules and regulations. Proof of license or
Page 18 of 33
exemption shall be provided to the Regulatoiy Authority at time of
application.
5) Seafood, prohibition, Sale of seafood is prohibited at a Farmer's Market
6) Sampling: Allowed only where expressly approved by the Regulatory Authority.
Where allowed, sampling shall comply with all of the following:
a. Non-PHF/TCS foods shall be offered to the consumer in individual
servings or bites and shall not be made available for self service.
Portioning foods on site is prohibited. Portions shall be completely
enclosed until given to the consumer or shall be unpackaged by the
consumer.
b. Only single-service articles may be given to the consumer for use,
c. PHF/TCS foods shall be maintained at proper temperatures according to
TFER (41 degrees or colder; 135 degrees or hotter). Meats shall be
frozen and remain frozen until sold to the consumer
d. Where PHF/TCS foods are stored on ice, diy ice, or other items intended
for use to cool or freeze foods, a thermometer shall be present in the
container holding such foods. The thermometer must show evidence of
proper temperatures in which to maintain the food item in compliance
with TFER. If at any time, food stored in this manner is not at proper
temperatures, the Regulatoiy Authority shall dispose of the food,
whether voluntarily or involuntarily, if it cannot be determined if it is
safe to sell or offer for sale,
e. Time as a public health control may not be used as the sole means for
holding PHF/TCS foods safely
£ Ice shall be readily drained and water or melting ice shall not come into
contact with stored food.
g. Foods cut or constituted on site such as soups, dips, relish, condiments
and sauces shall be maintained at or below 41 degrees Fahrenheit and
process must comply with the Equipment and Utensils section of these
rules.
h. Digital thermometer accurate to +/- 2 degrees Fahrenheit shall be on site
for use by the vendor, One thermometer shall be provided for each piece
of equipment used to hold proper PHF/TCS temperatures.
7) Animals, prohibition.
a. Animals may not be offered for sale, or given away at a Farmer's
Market.
b, Other than service animals that are conspicuously and properly
identified, animals accompanying their owner, where allowed, shall be in
a carrier or on a leash and under direct physical control of the owner.
Animals may not be allowed within 10 feet of a food booth,
c) Equipment and Utensils
1) Functionality of equipment,
a, Except for a municipally owned Farmer's Market, equipment used to
keep foods under this ordinance frozen or refrigerated shall comply with
TFER and be able to maintain required temperatures for the duration of
Page 19 of 33
operations. Municipally owned Farmer's Markets shall have mechanical
temperature controlled equipment capable of maintaining proper food
temperatures as required in TFER. Mechanical food equipment shall
obtain approval from the Regulatoty Authority for use.
b. Tables used within the vending area shall be made of non-porous
material and be easily cleanable.
c. Utensils used, only when approved for sampling, shall be made of non-
wood material and disposable unless compliance for cleaning and
sanitizing under Section 229,165 of TFER, or as amended, is provided
and approved by the Regulatoty Authority for use onsite.
2) Equipment numbers and capacities.
a. At least one (1) hand wash sink or facility complying with the
Temporary Food Establishment requirements in TFER (Section 229,170)
shall be located within the immediate selling area of each food vendor
approved to sample foods and available to each vendor where required
by the Regulatoiy Authority.
b. Manual ware-washing sink requirements. At least one (1) sink with at
least three (3) compai�tments shall be provided for manually washing,
rinsing, and sanitizing equipment and utensils for vendors that are
approved to sample.
c. Alternative manual ware-washing equipment may be used only by
vendors when approved by the regulatory authority. Such written
approval shall be evident and conspicuous on the permit placard issued
to the vendor.
d) Water, Plumbing, and Waste
1) Where a hand sink is required, this hand sink shall be a portable hand sink
capable of producing hot water, having a portable tanked water source and
having a waste tank at least 2/3 size greater than potable source water tank. Hot
generation and distribution systems shall be sufficient to meet the peak hot water
demands throughout the operation. If approved by the regulatory authority, other
means of hand washing may be used.
2) Where manual ware-washing is required using a hard — plumbed system, a
licensed Plumbing inspector shall inspect the work prior to use. Backflow
devices may be required.
3) Trash receptacles shall be available and shall be non-porous. Effoi�ts shall be
made to dispose of trash offsite in a timely manner so as not to encourage pests.
e) Physical Facilities
1) Floor construction. Floors and floor coverings of all vending areas shall meet the
requirements found in the TFER or be approved by the health officer.
2) Vending area shall be covered and protected to minimize presence of pests.
� Plan Review
1) Farmer's Market vendor application shall be submitted by each food vendor.
2) The plans and specifications shall indicate the following (whether existing or
not):
Page 20 of 33
a. Proposed layout drawn from a"bird's-eye view" showing equipment
arrangement and schedule including type and model and grease/waste
storage receptacle location,
b. Manufacturer's specifications sheets of all equipment
c. List of all food items offered or vended, listing separately foods proposed
to be sampled.
d. Proof of food origin, copy of manufacturer's license, copy of storage
license or description of approved source where food items will be
obtained from; and copy of approved food labels.
g) Administrative Process
1) All work must be inspected by the regulatory authority for compliance with these
rules. After compliance with these rules is deemed to be met, a Food Vendor
Permit may be approved.
2) Failure to follow the approved plans and specifications will result in a permit
denial, suspension or revocation.
3) A notice, as required by this ordinance, is proper�ly served when it is delivered to
, the holder of the permit or the person in charge, or when it is sent by registered or
certified mail, return receipt requested, to the last known address of the holder of
the permit. A copy of the notice shall be on file in the records of the regulatory
authority,
4) The hearings provided by the HaBSCo shall be conducted by them at a time and
place designated by HaBSCo. Based on the recorded evidence of such hearing,
the regulatory authority shall make final findings, and shall sustain, modify or
rescind any notice or order considered in the hearing. A written report of the
hearing decision shall be furnished to the holder of the permit by the regulatory
authority.
5) Condemnation of adulterated products or on site destruction. Food found to be
adulterated shall be condemned and, if no appeal be taken from such
determination of condemnation, such ai�ticles shall be destroyed for human food
purposes under the supervision of an inspector,
6) All appeals from final suspension or revocation of a Food Vendor Permit shall be
made in writing to the building official or his designee. The appeal shall be filed
in writing within ten (10) days of the occurrence of the suspension or revocation.
The Consumer Health director (or his designee) shall attempt to hear the appeal
within thirty (30) days after the notice of the appeal. The Consumer Health
director shall have the power to reverse a decision of the regulatory authority
where he finds that such a reversal will not affect the health and/or welfare of the
public. All decisions of the Consumer Health Director or his designee shall be
subject to review by the City Council at one of its regularly scheduled meetings.
The decision of the Consumer Health Director or his designee will be final unless
reversed by the City Council.
Section 229.171(b)(2) is amended by adding the following:
171.1 Plans
a) The owner shall submit plans and specifications for construction of work areas intended
for use in the operation of a food establishment, and the location, size, and type of fixed
equipment and interior iinishes of such areas to the City of Denton for approval, before
work is begun, when a food service establishment is constructed, or:
1) The nature ofthe operation changes;
Page 21 of 33
2) The establishment is extensively remodeled;
3) When an existing structure is converted for use as a food service establishment;
or
4) When the menu is changed to include more, or different menu items.
b) In a food service establishment, the food preparation area shall be of adequate size and
shall constitute a minimum of twenty-five (25) percent of the total square footage of the
occupied permitted area or the minimum size deemed necessary by the Consumer Health
Division.
c) In a food service establishment, dry storage areas shall be of adequate size and shall
constitute a minimum of fifteen (15) percent of the total square footage of the food
preparation area. At the discretion of the Consumer Health Division, additional dry
storage may be requii•ed.
d) A menu must be submitted with all plans, If changes are made to the menu at a later
time, the changes must be submitted for approval by the Consumer Health Division.
e) All plans submitted shall include information on the following specifications:
1) Aisles and working spaces: Shall be unobstructed and of sufficient width to permit
employees to readily perform their duties without contaminating food or food contact
surfaces by clothing or personal contact. Minimum width of aisles shall be thirty-six
(36) inches,
2) Auxiliary equipment: Water heaters, washing machines, dryers, remote connected
refrigerators, compressar•s, and air conditioners must be located outside of food
preparation areas.
3) Equipment and utensils; All equipment is to be NSF (National Safety Foundation)
approved or commercial grade.
4) Floors: In food preparation areas, storage areas, utensil washing areas, restrooms,
and dressing rooms, floors shall be constructed of smooth, durable, easily cleanable,
non-absorbent materials of commercial grade. Flooring must be light colored,
without texture or patterns that create difiicult places to clean. In addition to the
kitchen areas of day care centers, floors in food service areas of classrooms shall
meet these requirements.
The health officer shall establish approved floor surfaces in food preparation areas
based upon the degree of preparation expected. Food establishments involved in
heavy food preparation shall incorporate quarry tile, cement-based terrazzo tile or an
equivalent floor covering as approved by the health officer. Food establishments
involved in light food preparation shall incorporate a commercial grade sheet vinyl or
equivalent floor covering as approved by the health officer. Establishments involved
in no food preparation shall incorporate sealed concrete, vinyl asbestos tile or an
equivalent floor covering as approved by the health officer. An approved sealer
(such as rubber cove base) shall be required at the floor/wall interface. If using
ceramic tile squares in the food preparation area, the minimum size of tiles shall be
12" x 12" (twelve by twelve inches).
5) Ice machines: Are to be of adequate size and located in areas that meet the wall,
floor and ceiling design standards for food preparation areas. Do not locate an ice
machine near sources of potential contamination, such as exposed sewer lines, open
stairwells, etc,
6) Refrigerators/freezers: Each mechanical refrigeration unit storing potentially
hazardous foods must be of commercial type (even in day care center rooms) and
each unit must have a numerically scaled indicating thermometer. All such units
Page 22 of 33
must hold foods at 41° degrees Fahrenheit or colder. Freezers must hold frozen foods
at a temperature of zero (0) ° degrees Fahrenheit or colder. Walk-in coolers must be
commercially built and have interiors of impervious, non-absorbent materials.
Shelves must be resistant to rust. Mechanical refrigeration is required on salad bars,
etc. for holding cold foods cold; holding foods in ice will not be acceptable.
The processing and packaging of ineat and poultry shall be conducted in a
refrigerated room:
a) Where the temperature is kept at 50° degrees F or less; or
b) Which, along with processing equipment, undergoes a mid-shift cleanup after
4 (four) hours of operation.
7) Sinks:
a) Shall be the number required by law. Stainless steel hand sinks shall be
located within eveiy twenty-five (25) linear feet of unobstructed space in
food preparation and utensil washing areas so it is convenient for employees
to wash hands as often as necessaiy. Hand-wash sinks shall be freestanding
or wall hung. If a sink is too close to other equipment or sinks, a splashguard
may be required. Sinks are to be of adequate size to allow for the thorough
washing of hands and forearms. Liquid soap and paper towels are required at
the hand sink and lotion hand sanitizer is required if gloves are not used.
Lavatories, soap dispensers, hand-diying devices and all related fixtures shall
be permanently mounted and kept clean and in good repair.
b) A three (3) compai�tment sink that has basins large enough to allow
immersion of the largest utensil and two (2) self draining drain-boards shall
be required for manually washing, rinsing and sanitizing equipment and
utensils.
c) A stainless steel, four (4) compartment sink with two (2) self-draining drain-
boards shall be installed in all bar areas. This requirement may be modified
if glassware is sanitized in a commercial dishwasher.
i. Knee pedals, electronic eye and metered faucets are not allowed
in kitchen hand sinks but are allowable in public restrooms.
ii. Blower dryers shall not be allowed as a means of drying hands in
food preparation or dish wash areas. Common towels are also
prohibited. Steam-mixing valves are prohibited.
iii. All dishwashing equipment shall be located in one area to
prevent any cross contamination from soiled to clean dish
storage or food preparation.
8) Storage rooms: Wood shelving is allowed for dry storage use only if �nished with
varnish or high gloss type paint to make sure it is smooth, non-absorbent, and easy to
clean. Rooms are to have finished walls (minimum finish includes: taped and bedded
sheetrock painted with high gloss paint) and commercial flooring with rubber cove
base at floor/wall juncture, Dry storage rooms may contain refi•igerators or freezers
not requiring drains to the sewer for condensate removal.
9) Wait areas: If remote from food preparation or service areas, and used only for non-
potentially hazardous beverage preparation, wait areas shall comply with the
following requirements:
a) Flooring shall be VCT or equivalent as approved by the Consumer Health
Division
b) Counters shall be laminate surface, solid surface, or equivalent
Page 23 of 33
c) Shelving below countei�tops shall be sealed, smooth, and easily cleanable
10) Toilet facilities: Public access shall not be tlu�ough the kitchen.
11) Walls & ceilings:
a) In food preparation, storage, utensil washing areas, and resh•ooms; walls,
ceilings, and other architectural features shall be smooth (not textured),
easily cleanable, non-absorbent, light in color, and durable. Fibrous
acoustical drop-in ceiling panels are prohibited in these areas. Wall areas
behind sinks or places that receive heavy use must be finished with FRP
(fiberglass reinforced panels), ceramic tile, epoxy type paint or similar
materials to withstand moisture. Bathroom walls shall be finished (as those
listed above) behind plumbing fixtures to a height of at least four (4) feet up
fi•om the floor. Heavy food preparation areas behind stoves, grills, and fiyers
shall be of stainless steel fi•om floor to ceiling.
b) Surface mounted pipes shall not be installed tightly against the surface of the
walls. There shall be a gap of at least two (2) inches between the pipe and
the finished surface of the wall.
c) All holes cut into walls and ceilings for pipes and conduits shall be sealed,
and the clearance between the floor surface and the bottom edge of a door
shall be tight fitting,
12) Water heater: Must be of adequate size to provide enough hot water for all hand
washing, ware washing, and cleaning. Minimum size: fifty (50) gallons. Commercial
tank-less water heaters may be used.
13) At the discretion of the City of Denton, additional sinks such as pot sinks, produce
washing sinks, etc. may be required.
14) Kitchens in day care centers shall comply with all rules of this code except that the
size of the kitchen may be determined on a case-by-case basis as approved by the
City of Denton.
15) When a foodservice establishment is extensively remodeled it must be closed during
any demolition especially if water or power service is interrupted. If remodeling
pertains to only a portion of the establishment, the food preparation areas shall be
protected by a solid wall that prevents any construction debris or other contaminates
from entering the kitchen or food service areas.
Section 229.171(� is amended by adding the following:
171,2 Permit required.
a) It shall be unlawful for any person, association of persons, firm or corporation to operate
a food service establishment in the city without having obtained a permit under the terms
of this section.
b) Any person desiring to operate a food service establishment shall make written
application for a permit at the office of the consumer health division. The application
shall include the applicant's full name, street and post office address, and whether such
applicant is an individual, firm, or corporation, and, if a pai�tnership, the names of the
partners, together with their addresses shall be included; the location and type of the
proposed establishment; and the signature of the applicant or applicants. If the application
is for a temporary or seasonal food service establishment, it shall also include the
inclusive dates of the proposed operation.
171.3 Application fee.
Page 24 of 33
a) The applicant shall submit the applicable nonrefundable fee as set foi�th by city council by
ordinance, and the schedule of fees shall be available for public inspection at the offices
of the city secretary or the health officer. Notwithstanding any other provision of this
chapter the payment of any fees set under this section is not applicable to the City of
Denton or any political subdivision or agency of the State of Texas and the United States
of America.
b) Application fees for seasonal food seivice establishments shall be the same as those for
any other similar full time food service establishment,
c) An applicant shall not, under any circumstances, be entitled to a refund of application
fees after an application has been filed.
d) Fee Exemptions
1) Food vendors operated by a public entity, such as D.I.S.D,, university, community
college, or the City, may be exempt fi•om paying the Food Vendor fee, if approved by
the regulatory authority.
2) A food vendor that is not permanently permitted by the regulatory authority, but that
is a recognized charitable or philanthropic organization, or that has attained 501(c)
(3) status from the Internal Revenue Service, may be exempt from paying the
temporary food establishment fee for a permit for a temporary event, if approved by
the regulatory authority.
3) Fee exemptions granted do not exempt any food establishment from the requirement
of applying for, obtaining, and displaying a food vendor permit or from complying
with the provisions of this section or any other applicable law.
Permits are not transferable from one person to another or from one location to another
location. A valid permit must be posted in or on every food establishment regulated by
this ordinance, in a location conspicuous to the consumer.
171.4 Permit issuance.
a) Upon receipt of an application and payment of the applicable fee, the health officer shall
make an inspection of the premises where the business is to be conducted. If the premises
comply with the terms of this article and with all current requirements of the zoning
ordinance, other ordinances and state law, a permit shall be issued to the applicant upon
payment of the permit fee. The applicable fees shall be set by city council by ordinance
and the fee schedule shall be available for public inspection at the offices of the city
secretary or the health officer. The applicant shall submit the applicable nonrefundable
fee as set fot�th by city council before a permit will be issued.
b) Notwithstanding any other provision of this chapter, the payment of any fees set under
this section is not applicable to the City of Denton or any political subdivision or agency
of the State of Texas and the United States of America.
1) In the event a food permit application is rejected, the administrator shall notify the
applicant of the rejection in writing. The notice shall specify the reasons why the
permit is denied. The decision of the administrator is final unless the applicant shall
file an appeal as provided in Section 13-34. The decision of the administrator shall
continue in effect until the final decision of the committee.
2) Permits shall not be transferable. A person who acquires an existing food service
establishment shall not operate the establishment without obtaining a new permit
within ten (10) days from the date of the change of ownership.
3) Upon change of ownership of a business, the new owner shall be required to meet
current food establishment standards as defined in this code and state food rules
before a permit may be issued by the Consumer Health Division.
Page 25 of 33
4) If the establishment changes the name of the business only, they have 10 days fi•om
the date of the name change to notify the Consumer Health Division in writing.
5) Each food service establishment shall display all valid health permits in public view
in the establishment.
a) A permit shall be valid for a period of twelve (12) months with the expiration
date being the last day of the month the permit was issued; temporaty, and
seasonal permits shall expire in accordance with their terms, unless suspended or
revoked by the health of�cer.
b) Acceptance of a permit issued by the administrator constitutes agreement by the
establishment to:
1) Comply with all conditions of the permit and all applicable provisions of this
chapter;
2) Allow the lawful inspection of its facility and operations.
3) Inspections of newly constructed establishments prior to opening shall be
done:
i, when equipment is set in place;
ii. at least 2 weeks prior to opening; and
iii. At least 2 days prior to opening,
171.5 If inspections are called for before the establishment is ready for them, the owner may
be charged an administrative fee.
171,6 Expiration and renewal of permits.
a) A permit lapses and is void unless the applicable permit fee is received by the City of
Denton before the expiration date of the existing permit.
b) A permit lapses and is void if the food service establishment operating under the permit
constructs a new facility or changes ownership.
c) Permit renewal fees that aY•e not received by the expiration date, will be assessed an
additional administrative fee.
171.7 Revocation of permit.
The consumer health administrator may, after providing opportunity for a hearing, revoke a
permit if the administrator determines that the manager or owner of a food service
establishment has:
a) Interfered with the health officer in the performance of his duties; or
b) Been convicted twice within a twelve-month period for a violation of this chapter; or
c) Failed to comply with a hold order or a condemnation order; or
d) Failed to comply, within the time specified, with an order to correct or abate an imminent
and serious threat to the public health or safety; or
e) Intentionally or knowingly impeded a lawful inspection by the health officer; or
� Been closed two (2) or more times within a twelve-month period for conditions that
constituted a serious and imminent threat to public health,
171.8 Prior to revocation, the health officer shall notify the holder of the permit, or the person
in charge of the food service establishment, in writing, of the reason for which the permit is
being revoked and that the permit shall be revoked at the end of five (5) days following
service of such notice unless a written request for a hearing is filed with the city by the holder
Page 26 of 33
of the permit within such five-day period. If no request for hearing is filed within the five (5)
calendar day period, a final notice of revocation shall be served. Upon receipt of the final
notice of revocation, the food service establishment shall immediately cease operation and the
permit shall be considered finally revoked.
171.8 Application after revocation.
Whenever a revocation of a permit has become iinal, the holder of the revoked permit may make
written application for a new permit.
171.9 Service of notices,
A notice provided for in this article is properly served when it is delivered to the holder of the
permit, or the person in charge of the food service establishment, or when it is sent by registered
or certified mail, return receipt requested, to the last known address of the holder of the permit. A
copy of the notice shall be filed in the records of the city secretary,
171.10 Appeal from denial or revocation of a permit.
If the health officer denies the issuance of a permit or a permit is finally revoked, the officer shall
send the applicant or permit holder by certified mail, return receipt requested, written notice of
the denial or revocation and of the right to an appeal, The applicant or permit holder may appeal
the decision of the health officer to the Health and Building Standards Commission —(HaBSCo)
by giving written notice to the administrator within ten (10) days of the receipt of the denial or
revocation notice,
171.11 Hearing.
A hearing of the appeal shall be conducted by the Health and Building Standards Commission.
The hearing shall be held at a time and place designated by the Health and Building Standards
Commission. The Health and Building Standards Commission shall hear and consider evidence
offered by any interested person. Based upon the recorded evidence of such hearing, the Health
and Building Standards Commission shall sustain, modify or rescind any notice, or order,
considered in the hearing by a majority vote and provide a written report of the hearing decision
to the holder of the permit,
The decision of the Health and Building Standards Commission is final as to administrative
remedies, and no rehearing may be granted, Once the decision of the Health and Building
Standards Commission is final under this section, the applicant or permit holder may appeal the
decision to the state district court or coui�t of appropriate jurisdiction.
171.12 Registration of food service establishments based outside city.
A food service establishment or commissary operating from a facility located outside the city that
sells, distributes or transports food inside the city may not conduct operations inside the city
unless the food service establishment:
a) Furnishes the health officer with a certificate from a health authority having jurisdiction
over the establishment indicating that the establishment complies with applicable health
laws; or
b) Furnishes the health officer other information that the administrator detertnines is
necessary to enforce the provisions of this chapter or otherwise protect the public health
or safety.
Section 229.171(g)(6) is amended by adding the following:
171.13 Authority to inspect.
a) The health officer may inspect any and all things offered for sale, given in exchange or
given away for use as food or drink for human consumption, and he/she shall have the
authority to enter any food service establishment in the city, as authorized by law for the
purpose of such inspection.
Page 27 of 33
b) The Consumer Health Division will conduct risk-based inspections and where the risk of
food-borne illness is low, the Consumer Health Division, at its discretion, may lower the
number of required inspections performed to a minimum of one each year. However, if
the Consumer Health Division feels that a food service establishment poses a higher risk
of food-borne illness, the Consumer Health Division shall conduct inspections as often as
necessaiy to ensure enforcement of these rules.
171.14 Power to examine food service establishment records.
a) The health officer shall have the authority to examine the records of a food service
establishment in order to ensure compliance with all provisions of this ordinance or of
state law.
b) The health officer shall have the authority to require written documentation of cool down
methods used and reheating times in order to verify compliance with food temperature
items on the foodservice establishment inspection form.
Section 229.171(i)(2) is amended by adding the following:
171.15 The city health officer, after proper identification, shall be permitted to enter any food
service establishment at any reasonable time for the purpose of making inspections to determine
compliance with these rules. The officer shall be permitted to examine the records of the
establishment to obtain information pertaining to food and supplies purchased, received, or used,
or to persons employed,
171.16 The following types of establishments are exempt from inspection requirements:
a) Group homes;
b) Establishments selling only commercially packaged, non-potentially hazardous foods;
c) Vending machines that sells only commercially packaged, Non-PHF; and
d) Facilities operated by nonprofit organizations for their members, families and invited
guests.
171,17 Facilities are not exempt when food service is provided in conjunction with a child care
facility, retirement center, hospital, school, indigent feeding program, or public fundraising
events.
Section 229.171(j) is amended by adding the following:
171.18 Report of inspections.
Whenever an inspection of a foodservice establishment is done, the health officer shall record the
findings on the inspection report form. The inspection report form shall summarize the
requirements of these rules and shall set foi�th a weighted point value for each requirement.
Inspection remarks shall be written to reference, by section number, the section violated and shall
state the correction to be made. The rating score of the establishment shall be the total of the
weighted point values for all violations, subtracted from one hundred (100). The health officer
shall furnish a copy of the inspection report form to the person in charge of the establishment at
the conclusion of the inspection.
Section 229.171(j)(6) is amended by adding the following:
171.19 Re-inspection.
a) Any food seivice establishment inspected by the City of Denton Consumer Health
Division which receives a score of seventy-five (75) or below on any inspection shall be
re-inspected,
b) This re-inspection shall be performed in the same manner, using the same form, as the
previous inspection.
Page 28 of 33
c) If, upon subsequent re-inspection of the establishment, the health officer finds that
sufficient measures were not taken to bring the score above a total of seventy-five (75),
he will issue a citation and schedule a date for another re-inspection. The health officer
shall continue to perform re-inspections until the establishment has made sufficient
progress to warrant a score above seventy-five (75). The issuance of a citation for failure
to meet the required score upon re-inspection shall not in any way limit the ability of the
inspector to issue any other citation for any violation of this chapter.
d) Re-inspection for failure to meet the required score shall be performed within fourteen
(14) calendar days immediately following the original inspection, or as soon as possible
thereafter, except that where an establishment is closed due to a score below sixty (60),
pursuant to section 13-44, the original inspector shall determine the time of the re-
inspection,
e) Any food service establishment owner or manager that receives a score which he feels is
unacceptable, may request a re-inspection. A re-inspection fee shall be required and shall
be paid before the re-inspection will be performed. The health inspector shall perform
the requested re-inspection within two weeks of the re-inspection fee payment. Only one
re-inspection may be requested within any six (6) month period.
171.20 Fee for re-inspection.
a) The fee for re-inspection shall be one-half the annual permit fee of the establishment
receiving the re-inspection.
b) A re-inspection fee will be charged for each re-inspection necessary to bring the food
establishment's score above seventy-five (75).
c) Payment of the re-inspection fee shall not void, or in any way affect the responsibility of
the owner or permit holder for payment of any fines for any other violations of this
chapter.
d) The person, partnership, or corporation listed as "owner" on the original application shall
be responsible for payment of any and all fees, including re-inspection fees.
e) Payment of the re-inspection fee shall be made before a re-inspection will be performed.
171.21 Violations.
a) The Building Official of the City of Denton, or any of his designated employees, shall
have the responsibility and power to enforce all provisions of this chapter within the
corporate limits of the City of Denton, Texas.
b) Whenever the health ofiicer determines that there has been a violation of any provision of
this chapter, which in his/her judgment can jeopardize the public health, or for violation
of any items, which have been noted as problems on two (2) or more consecutive
inspection reports, the health officer may issue a written citation for said person to appear
in court.
c) It shall be unlawful for any person to knowingly give the health officer a false name
when such officer requests the name of said person for puiposes of enforcing the
provisions of this chapter.
Section 229.171(k) is amended by adding the following:
171.22 Authority to close,
a) The health officer shall close without warning any building or place described in this
chapter and prevent its use for the storage, manufacture, or sale of food or drink for
human consumption whenever:
Page 29 of 33
1) The health officer, upon inspection of an establishment, finds sufficient violations
which cause the rating score of said establishment to be below a total of sixty (60)
points;
2) The health officer finds that an establishment is operating with no working
refrigeration units;
3) The health officer finds that an establishment is operating without running water or
hot water for a period of more than one (1) hour;
4) The health officer finds an establishment is operating without a functioning ware-
washing machine or adequate sinks for manual ware-washing; and
5) The health officer finds any food service establishment with an unreasonable
infestation of rodents or insects.
b) It shall be the duty of the health ofiicer to post a notice of closure for such conditions at
the entrance of such building or place and to maintain the same until such conditions or
practices have been removed or abated.
c) No person shall remove or alter in any way a sign, which has been posted by the health
officer.
Section 229.171(n) is amended by adding the following:
171.23 Examination and condemnation of food.
The health officer shall tag, label, or otherwise identify any food subject to the hold order. No
food subject to a hold order shall be used, served, or moved fi•om the establishment. The health
officer shall permit storage of the food under conditions specified in the hold order, unless storage
is not possible without risk to the public health, in which case immediate destruction shall be
ordered and accomplished.
171,24 Appeal from hold order.
The hold order shall state that a request for hearing to appeal the hold order may be filed within
�ve (5) days and that if no hearing is requested, the food shall be destroyed. If requested, a
hearing shall be held on the basis of evidence produced at that hearing by the Health and Building
Standards Commission. The Health and Building Standards Commission may vacate the hold
order or direct the owner or person in charge of the food to denature or destroy such food or to
bring it into compliance with the provisions of this chapter.
SECTION 2. The Health Permit Fee Schedule set foi�th in Exhibit "A" attached hereto and made a part
hereof for all purposes, is hereby adopted and authorized to be imposed for the purposes of application
for, and issuance of, permits required for compliance with the provisions of Chapter 13 "Food and Food
Service Establishments".
SECTION 3. This ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as
the portion of such prior oi•dinance shall be in conflict; and as to all other sections of the ordinance not in
direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior
ordinances or portions thereof as are expressly repealed hereby.
SECTION 4. Any person violating any provision of this ordinance, shall upon conviction, be fined a
sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a
separate and distinct offense.
SECTION 5. If any provision of this ordinance or application thereof to any person or circumstance is
held invalid by any court, such holding shall not affect the validity of the remaining poi�tions of this
Page 30 of 33
ordinance, and the City Council of the City of Denton, Texas hereby declares that it would have enacted
the remaining portions despite any such validity.
SECTION 6, Save and except as amended hereby, all the sections, subsections, and clauses of Chapter
13 Food and Service Establishments of the Code of Ordinances of the City of Denton, Texas shall remain
in full force and effect.
SECTION 7. This ordinance shall become effective, after its passage and approval on,
, 2012, and the City Secretary is hereby directed to cause the caption of this ordinance to
be published twice in the Denton Recor�d-Chronicle, a daily newspaper• published in the City of Denton,
Texas within ten (10) days of the date of its passage.
PASSED AND APPROVED this the day of , 2012
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�
BY:
MARK A. BURROUGHS, MAYOR
Page 31 of 33
EXHIBIT A: Health Permit Fee Schedule:
See new fees hi-lighted in yellow
Tvpe of Health Fee's Fee Amount
1, Two year food handler card ... $25.00
2. Manager Certification Registering Fee with the City. .. $10.00
3. Swimming Pool Operator Cei�tification ,.. $50.00
4. Replacement Cards... $ 5.00
5. Beer and wine permit- New application processing fee ... $25.00
6. Wine and beer retailer's permit on premises .., '/2 of TABC charge
7. Wine and beer retailer's off premises ... '/2 of TABC charge
8, Retail dealer's on premise license beer only ... '/z of TABC charge
9. Retail dealer's on premise late hours license ... %z of TABC charge
10. Mixed Beverage permit - application fee ... $25.00
11. Mixed Beverage permit fee '/2 of TABC charge
12. Mixed Beverage Late hours '/Z of TABC charge
13, Annual swimming pool permit ... $160.00
14. Re-inspection Fee for pools ... $ 80.00
15. Small Restaurant <= 2,000 sq ft... $310.00
16. Large Restaurant >= 2,001 sq ft... $485.00
17. Small Groceiy Store <= 12,000 sq ft.. , $325.00
18, Large Grocery Store >= 12,001 sq ft, ,. $450.00
19. Convenience Store, no Deli $250.00
20. Convenience Store with Deli $300.00
21. Bars $275.00
22. Concession Stands, Seasonal Permits $175.00
23. Mobile Food Unit - Class 1(pre-packaged foods) $175.00
24. Mobile Food Unit - Class 2(foods prepared on vehicle) $310,00
2�. I�!Pc?���I�_�`�c�d_�l��t ==_.�1��s �_.._,.__ __--.____. �- -_.._._______ _ �I'15.(�(�
25. Daycare Facility. .. $150.00 plus $1.00/each child licensed
26. Nursing Home... $275.00
27. School Cafeteria... $150.00
28. Temporary Permit . . . $ 35.00
29. *Farmer's/Community Market Annual Permit , . . $240.00
30. *Farmer's/Community Market Monthly Permit ... $ 40.00
31. **Application fee for all new permits $250.00
32. ***Administrative Fee ... $ 35.00
Page 32 of 33
Fees are non-refundable,
*Sales of whole or uncut produce shall be exempt from permits and fees
**Application fee shall not apply to Temporaiy Food Service Establishments
*** Administrative fees may be charged for the following, but not limited to: late payment of any annual
health permit fees; late application and payment of fees for temporaty events; failure to have a mobile
unit inspected when due; change of name of business only; re-inspections of new or remodeled
establishments when contractor calls for inspection but is not ready when the inspectors begin the
inspection.
Page 33 of 33
AGENDA DATE:
DEPARTMENT:
ACM:
AGENDA INFORMATION SHEET
November 6, 2012
Denton Municipal Electric
Howard Martin, 349-8232
..■ ,
tl µ11111,"�tl*II.IIu �'"h�j!�tl*Il.11tl�':q II'^�
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager or
his designee to execute a Contract of Sale (herein so called), as attached to the ordinance and
made a part thereof, by and between the City of Denton (the "City"), and CS Residential, Inc.
(the "Seller"), contemplating the sale by Seller and purchase by City of a 1.926 acre tract of land,
for the purchase price of Two Hundred Twenty Eight Thousand Six Hundred Fifty Two Dollars
and No Cents ($228,652.00), said real property being generally located along the south line of
Virginia Circle, south of University and located in the R.B. Longbottom Survey, Abstract
Number 775, Denton County, Texas; authorizing the City Manager, or his designee, to execute
and deliver any and all other documents necessary to accomplish closing of the transactions
contemplated by the Contract of Sale; authorizing the expenditure of funds therefor; and
providing an effective date. (691cV Transnussion Line Re-build Project Parcel 27 Purple Route)
The Public Utilities Board recommended approval (5-0).
BACKGROUND
In accord with the current 691cV Transmission Line Re-build project initiative, staff is
undertalcing the identification of the additional land rights necessary to accommodate the
constniction and operation of the improved electric transnussion and distribution system.
AR/WS Appraisal LP has been engaged to provide real estate appraisal services in regard to the
subject tract that will be affected by the Project.
In respect to the tract owned by C. S. Residential, Inc., the proj ect requires the fee simple
acquisition of a 1.9088 acre tract of land, to accommodate the placement of electric utility
facilities and the operational workspace/material staging area requirements necessary during
Project constniction activities. City Council approved a Contract of Sale for this acquisition on
April 19, 2012 (Ordinance 2012-084). During the Feasibility Review Period the City
commissioned W& M Environmental Group, Inc. to perform a Phase One Environmental Site
Assessment. Thereafter, the Contract of Sale was ternunated by the City on June 22, 2012,
specifically on the grounds relating to the observation of a Recognized Environmental Concern
(REC), as reported in the (ESA). Since that time, additional investigative worlc was performed
on the City's behalf by W and M Environmental Group, Inc. This additional soil sampling and
testing worlc has improved staff's understanding of the site "fill-worlc" that had occurred over the
course of the last few decades. This additional environmental worlc has also proved to elinunate
the "fill-worlc" REC. A new Contract of Sale has been revived between the Owner and the City
of Denton, and staff recommends approval of the contract.
AR/WS Appraisal LP has provided a real estate appraisal report in regard to the C.S. Residential
Inc. property tract and the land rights necessary for the Project. Their findings constitute the
present offer to purchase.
OPTIONS
1. Approve the proposed Ordinance.
2. Decline to approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATION
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
This tract is within the alignment previously recommended by the Public Utility Board and
approved by the City Council.
Apri19, 2012 Public Utility Board executive session and consent agenda
April 17, 2012 City Council executive session and consent agenda
October 8, 2012 — The Public Utilities Board recommended approval (5-0).
FISCAL INFORMATION
The overall 69kV Transmission Line Rebuild project is being funded by issuing General
Obligation Bonds which will be paid by Transnussion Revenue received from all other electric
utilities who are members of the Electric Reliability Council of Texas (ERCOT). The purchase
offer price of $228,652.00 plus closing costs as prescribed in the Agreement are to be funded
through these funding sources.
BID INFORMATION
Not applicable
EXHIBITS
1. Location Map
2. Ordinance and Contract
3. PUB Minutes
Respectfully subnutted,
.�� �''���..�...�
Phillip Williams
General Manager
Electric Administration
Denton Municipal Electric
Prepared by,
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,� �a� �b,�,�F� .�
`r ti��U� ,. G:, g rt u
Pamela England
Real Estate Specialist
I *� :
:�,—
—•, �;.,
Denton Municipal Electric Proposed Acquisition
C. S. Residential Inc. - 1.9088 Acres
150 0 75 150 300 FEET
* � �
s:\legal\our documents\ordinances\12\cs residential contract of sale ord.doc
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE (HEREIN SO
CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A", BY
AND BETWEEN THE CITY OF DENTON (THE "CITY"), AND CS RESIDENTIAL, 1NC.
(THE "SELLER"), CONTEMPLATING THE SALE BY SELLER AND PURCHASE BY
CITY OF A 1.9126 ACRE TRACT OF LAND, FOR THE PURCHASE PRICE OF TWO
HUNDRED TWENTY EIGHT THOUSAND SIX HUNDRED FIFTY TWO AND NO/100
DOLLARS ($228,652.00), SAID REAL PROPERTY BElNG GENERALLY LOCATED
ALONG THE SOUTH LINE OF VIRGINIA CIRCLE, SOUTH OF UNIVERSITY AND
LOCATED IN THE R.B. LONGBOTTOM SURVEY, ABSTRACT NUMBER 775, DENTON
COUNTY, TEXAS; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE AND DELIVER ANY AND ALL OTHER DOCUMENTS NECESSARY TO
ACCOMPLISH CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE
CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute (i) the
Contract of Sale, by and between the City of Denton, as buyer and CS Residential, Inc., as seller,
in the form attached hereto and made a part hereof as Exhibit "A", with a purchase price of
$228,652.00, plus certain costs as prescribed in the Contract of Sale; and (ii) any and all other
documents necessary for closing the transaction contemplated by the Contract of Sale, as more
particularly described therein.
SECTION 2. The City Manager is hereby authorized to malce expenditures as set forth
in the Contract of Sale.
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the day of , 2012.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
.�~� /
;
BY, ��-� _..�°�
CONTR.ACT pF SALE
STATE Or TEXAS
COUNTY OF DENTON §
This Cot�ztract of 5ale (the "Contract") is made this day o£
�-.:� - , 2012, effective as of the date of execution hereof by Buyer, as
def'ined herein (the "Effective Date"), by and between CS Residential, Inc., a Texas
corporation (referred to hexein as "Seller�") and the City of Penton, Texas, a Home Rule
Municipal Corporation of Denton County, Texas (referred to herein as "Buyer"),
R.ECITALS
WHEREAS, Seller owns that certain tract of land being more pai�ticularly
described on Exhibit "A", attached hereto and made a part hereof for all purposes, being
located in Denton County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
the Land, together with any and all rights or interests of Seller in and to adjacent streets,
alleys and rights o� way and together with all and singular the improvements and iixtures
thereon and all other rights and appui�tenances to the Land (collectively, the "Pxoperty").
ARTICLE I
SALE OF YROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and
provisions herein contained, Selle� agrees to sell and convey to Buyer, and Buyer agrees
to purchase fi•om Seller, the Property,
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2,01 Purchase Price. The Purchase Price to be paid to Seller for the Propei�ty is the
sum of Two Hundred Twenty Eight Thousand Six Hundred Fifty Two and No/100
Dollars ($228,652.00) (the "Purchase Pz•ice"),
2.02 Earnest Money, Buyer shall deposit the sum of One Thousand and No/100
Dollars ($1,000.00), as Earnest Money (herein so called) with Title Resources, 52S South
Loop 288, Suite 125, Denton, Texas, 76205-4515, (the "Title Company"), as escrow
agent, within fourteen (14) calendar days of the Effective Date hereof. All interest earned
thereon shall become part of the Eaxnest Money and shall be applied or disposed of in the
same manner as the original Earnest Money deposit, as p�•ovided in this Contract. If the
puxchase contemplated hereunder is consummated in accordance with the terms and the
provisions hereof, the Earnest Money, together with all interest earned thereon, shall be
applied to the Purchase Price at Closing, In all other events, the Earnest Money, and the
interest accrued thereon, shall be disposed of by the Title Company as provided in this
Contract.
2,03 Independent Contract Consideration. Within fourteen (14) calendar days after
the Effective Date, Buye� shall delivex to the Title Company, payable to and for the
benefit of Seller, a checic in the anr�ount oi One Hundred and No/100 Dollars ($100,00)
(the "Independent Contract Consideration"), which amount tl�.e pat�ties hexeby
acicnowledge and agree has been bargained for and agreed to as consideration for Seller's
execution and delivery of the Contract. The Independent Contract Consideration is in
addition to, and independent of any other consideration or paymant provided in this
Contract, is non.-refundable, and shall be retained by Seller notwithstanding any other
provision of this Contract,
ARTICLE III
TITLE AND SURVEY
3,01 Title Commitment.
(a) Within twenty (20) cale�dar days after the Effective Date, Seller shall cause to be
furnished to Buyex a cuxreni Commitment for Title Insurance (the "Title
Commitment") for the Propei�ty, issued by Title Company. The Title
Commitment shall set farth the state of title to the Property, including a list of
liens, mortgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditions, restrictions,
options, severed minexal or royalty interests, conditional sales contracts, rights of
first refusal, restrictive covenants, exceptions, easements (temporary or
permanent), xights-of way, encroachments, or any other outstanding claims,
interests, estates or equities of any nature (each of which are referred to herein as
an. "Exception").
(b) Along with the Title Connmitment, Seller shall also cause to be delivered to
Buyex, at Buyer's sole cost and expense, true and coxrect copies of all instruments
that create or evidence Exceptions (the "Exception Documents"), including those
described in the Tztle Commitment as exceptions to which the conveyance will be
subj ect and/or which are required to be released or cured at or prior to Closing.
3.02 Survey. Within thir�ty (30) calendar days after the Effective Date, Sellex shall
cause to be prepared at Buyer's expense, a current on the ground survey of the Property
(the "Survey"), The contents of the Survey shall be pxepared by a surveyor selected by
Buyer and shall include the matters prescribed by Buyer, which znay include but not be
limited to, a depiction of the location of all roads, streets, easements and rights of vvay,
both on and adjoining the Property, water courses, 100 year flood plain, fences and
improvenaents and structures o:f any lcind, The Survey shall descxibe ihe size of the
Property, in acres, and contain a metes and bounds description thereo£ Seller shall
furnish or cause to be filrnished any affidavits, certiiicates, assurances, and/or resolutions
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Page 2 of 22
as required by the Title Company in order to amend the survey exception as required by
Section 3,05 below. The description of the Propei�ty as set foi�th in the Survey, at the
Buyer's election, shall be used to describe tha Proper�ty in the deed to convey the Propei�ty
to Buyer and shall be the description set foi�th in the Title Policy.
3.03 Review of Title Cornmitment, Survey and Exception Documents. Buyer shall
have a period of iifteen (15) calendar days (the "Title Review Period") commencing with
the day Buyer receives the lasi of the Title Commitment, the Survey, and the Exception
Documents, in which to give written notice to Seller, specifying Buyer's objections to
ozze or more of the items ("Objections"), if any. All items set foi�th in the Schedule C of
the Title Commitment, and all other items set forth in the Title Connmitment which are
required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be
Objections without any action by Buyer,
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall,
within twenty (20) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in
writing of the Objections that Seller cannot or will not satisfy at Seller's expense,
Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cura
those Objections or Exceptions that have been voluntarily placed on or against the
Propei�ty by Seller after the Effective Date, If Seller fails ox refuses to satisfy any
Objections that Sellex is not obligated to cure within the allowed twenty (20) calendar day
period, and if Buyer does not agree in writing to an extension of that period, said
extension to not exceed an additional thirty (30) calendar days, then Buyer h,as the option
of either;
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
prior to Closing, in which event those Objections shall become Permitted
Exceptions (herein so called), oz�
(b) terminating this Contract by notice in writing pxior to Closing and receiving bacic
the Earnest Money, in which latter event Seller and Buyer shall have no further
obligations, one to the other, with xespect to the subject matter of this Contract.
3.OS Title Policy. At Closing, Saller, at Buyex's sole cost and expense, shall cause a
standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnzshed to
Buyer, The Title Policy shall be issued by the Title Company, in the amount of ihe
Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property,
subject o:nly to the Permitted Exceptions, The Title Policy may contain only the
Pexznitted Exceptions and shall contain no other exceptions to title, with the standard
printed ar common exceptions amended or deleted as follows:
(a) survey exception must be amended if rec�uired by Buyer to read "shoxtages in
area" only (although Schedule C of the Title Commitment may condztion
amendment on the presentation of an acceptable survey and paynnent, to be borne
solely by Buyer, of any required additional pr�emium);
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Page 3 of 22
(b) no exception will be pez:mitted for "visible and apparent easements" or words ta
that effect (although referenca may be made to any specific easement or use
shown on the Survey, if a Permitted Exception);
(c) no exception will be permitted for "xights of pal�ties in possession";
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term ox provision of this Contract notwithstanding, the
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, d�uting the period cornmencing with
the Effective Date of this Contract and ending sixty (60) calendar days thereaftar (the
"Absolute Review Period"), based on such tests, examinations, studies, investigations and
inspections of the Property the Buyer deems necessary or desirable, including but not
limited to studies ox inspections to determine the existence of any environmental hazards
or condiiions, perforzned at Buyer's sole cost, that Buyer iin.ds the Propei�ty suitable %r
Buyer's purposes, Buyer is granted the right to conduct engineering studies of the
Propei�ty, and to conduct a physical inspection of the Pxoperty, includzng inspections that
invade the surface and subsurface oi the Property, If Buyer determines, in its sole
judgment, thai the Pxoperty is not suitable, for any reason, for Buyer's intended use or
puxpose, the Buyer may termizaate this Contract by written notice to the Seller, as soon as
reasonably practicable, but in any event prior to the expiration of the Absolute Review
Period, in which case the Earnest Money will be returned to Buyer, and neiihe� Buyer nor
Seller shall have any further duties oz obligations hereunder, In tha event Buyer elects to
terminate this Con.tract pursuant to the terms of this Article IV, Section 4.01, Buyer will
provide to Seller copies of (i) any and all non-confideniial and non-privileged repor�s and
studies obtained by Buyer during the Absalute Review Period; and (ii) the Survey.
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
5,01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consurnmate the sale and purchase of the Propexty in accordance with the
terms and provisions herewitla, Seller represents and warrants to Buyer as of the Effective
Date and as of the Closing Date, except whexe specific reference is made to an.othex date,
that:
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Page 4 0�22
(a) The descxiptive information concerning the Propei�ty set forth in ihis Contract is
complete, accurate, true and coxzect.
(b) There aa�e no adverse or other parties in possession of the Property or any part
thereof, and no pai�ty has been granted any license, lease or other right i�elated to
the use or possession of the Pxopei�ty, ox any pai�t thereof, except those described
in the Leases, as defined in Article V, Section 5.02(a).
(c) The Seller has good and nnarlcetable fee simple title to the Prope��ty, subject only
to the Permitted Exceptions.
(d) The Sellex has the full right, power, and authority to sell and convey the Prope��ty
as provided in this Contract and to cai�ry out Sellei's obligations hereunder and all
requisite actions necessaxy to authorize Seller to enter into this Contract and to
carry out Seller's obligations hereunder have been talcen,
(e) The Seller has not recezved notice of, an,d has no other lcnowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or tiv�eatened by adjacent landowners or other persons against or
affecting the Property,
(f� The Seller has disclosed to Buyer in writing of any and all £acts and
circumstances relating to the physical co:ndition of the Property thai may
materially and adversely affect the Property and opexation oz• intended operation
thereof, or any portion thereof, of which Seller has lcnowledge.
(g) The Seller has paid all xeal estate and personal prope��ty taxes, assessments,
excises, and levies that are presently due, if any, which are against or are related
to the Property, or will be due as of the Closing, and ihe Propei�ty will be subject
to no such liens.
(h) Seller has not contracted or entered into any agreament with any real estate
brolcer, agent, izn.der, or any other party in connection with this transaction or
take:n any action which would result zn any real estate brolcex commissions or
i"inder's �ee or other fees payable to any other party with respect to the
txansactions contemplated by this Contract.
(i) To the best of Seller's lcnowledge, thexe has not occurred the disposal ox release
of any Hazardous Substance to, on or from the Property,
As used in this Contract, "Hazardous Substance" means and includes all
hazaxdous and toxic substances, waste or materials, chemicals, and any pollutant
or contaminant, including without lizx�itation, PCB's, asbestos, asbestos-
containing material, petxoleum products and raw materials, that are included
under or ragulated by any Environmental Law or that would or may pose a health,
safety or environmental hazard.
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Page 5 of 22
As used in this Contract, "Environmental Law" means and includes all federal,
state, and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances, including without linaitation, the Connprehensive
Environmental Response, Coznpensation and Liability Act (42 U.S.C. 9601, et
seq.), as amended by the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act (42 U,S.C. 6901, et seq,), as
amended, Toxic Substance Control Act, 15 U.S,C. 2601, et seq., and state
superlien and environmental clean-up statutes and all rules and regulations
presently or hereafter promulgated under or related io said statutes, as amended,
(j) All Leases, as defined in Article V, Section 5.02(a), shall have expired or
otherwise terminated and any and all tenants oz• parties occupying the Property
pursuant to the Leases shall have permanently abandoned and vacated the
Property on or before the date oi Closing,
(k) The Seller is not a"foreign person" as defined in Section 1445 of the Tnternal
Revenue Code of 1986, as amended.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date,
Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the
Propet�ty, irue, correct, and complete copies of the following:
(i) All lease agreements and/or occupancy agreements and/or licenses of any
lcind or nature (if oral, Seller shall provida to Buyer in writing all material
terms thereo� relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments thexeto (the "Leases"),
(ii) All enviroz�mental audits, soil tests and engzneering and feasibility raports,
including any and all modifications, supplements and amendments thereto,
with xespect to the Property that Seller possesses ar has the xigl�t to
receive.
(b) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall;
(i) Not enter into any wxitten or oral contxact, lease, easement or right of way
agreement, conveyance or any other agreement of any lcind with respect
to, or affecting, the Property that will not be fully performed on or befoxe
the Closing or would be binding on Buyer or the Property after the date of
Closing,
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Page 6 of 22
(ii) Advise the Buyer promptly of any litigation, arbitration, ox administrative
hearzng concerning or affecting the Property.
(iii) Not talce, oz• omit to talce, any action that would z�esult in a violation of the
representations, wa�ranties, covenants, and agreemants of Selle��.
(iv) Not sell, assign, lease or convey any right, title or interest whatsaever in or
to ihe Propet•ty, or create, grant o� pez•mit to be aitached or pexfected, any
lien, encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law,
fi�om all loss, liability, and expense, including, without limitation, reasonable
attorneys' fees, arising or incurred as a result of any liens or claims resulting from
labor or materials furnzshed to the Property under any writte:n or oxal contracts
arising or entered into prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warranties, covenants and agreements of Sellex
contained in this Connact shall survive the Closing, and shall not, in any circumstance,
be mezged with the Special Warranty Deed, as described in Article VII, See�ion 7.02(a),
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6,01 Performance of Seiler's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, all of the following shall have
occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so perfaxmed or furnished undez� other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the tixne pexzods speciiied in
Artiele III, all of Buyer's objections made in accordance with Artiele III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements,
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Se11er contained in this Contract are true and
co�7ect or have been performed, as applicable, as of the Closing Date, excapt where
specific reference zs m.ade to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contz�act, if on the
date of Closing, any poz�tion of the Property has been condemned by an entity other than
Buyer, or is the subject of condemnation, eminent domain, or other material proceeding
initiated by an entity othar than Buyer, or the Propei�y, or any part thereof, has been
materially or adversely znnpaired in any manner.
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Page 7 of 22
6,04 Review Period. Buyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Article TV, Section 4.01 that Buyez has determined
that the Propei�ty is unsuitable to or fox Buyer's purposes,
6,05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions p�ecedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
6.0G Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the conditions precedent to the parformance of Buyer's obligations under this Contract
have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written. zxotice to Seller, termin.ate this Contz�act. On Buyer's termination, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, pxoxnptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contxact, Buyer and Seller shall have no furtlier obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing, The Closing (herein so called) shall talce place in the
offices of the Title Company and shall be accom.plished through an escrow to be
established with the Title Company, as escrowee, The Closing Date (hezein sometimes
called), shall be ninety (90) calendar days after the Effective Date, unless otherwise
mutually agreed upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer ox
the Title Company, at the expense of the party designated herein, the following
items:
(i) The Title Policy, in the form specified in Artiele III, Seetion 3.05;
(ii) The Special Waimanty Deed, substantially in the form as attached hereto as
Exhibit "B", subject only to the Permitted Exceptions, if any, duly
executed by Sellex and acicnowledged;
(iii) Other items raasonably requested by the Title Connpany as administrative
xequirexnents foz� consummating the Closing.
(b) Bu�yer• At the Closing, Buyer shall deliver to Seller or the Title Company, the
following items;
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Page 8 of 22
(i) The sum z�equired by Article II, Section 2.O1, less the Earnest Money and
znterest earned thereon, in the form of a check or cashier's checic or other
immediately available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing,
7.03 Adjustments at Closing, Notwithstanding anything to the contrary contained in
this Contract and without limiting the general applicafiion o� the provisions of Section
5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing,
The following item shall be adjusted or prorated between Seller and Buyer with respect to
the P�'ope��ty;
(a) Ad valorem taxes relating to the Property for the calenda� year in which the
Closing shall occur shall be prorated between Seller and Buyer as of the Closing
Date, I;f the actual amount of taxes for the calendar year in which the Closing
shall occur is not known as of the Closing Date, the proration at Closing shall be
based on the amount of taxes due and payable with respect to the Propei�ty for the
preceding calendar year, As soon as the amount of taxes levied against the
Property for the calendax year in which Closing shall occur is lcnown, Seller and
Buyex shall readjust in cash the amount of taxes to be paid by each party with the
result that Seller shall pay for those taxes attributable to the period of time prior to
the Closing Date (in.cluding, but not limited to, subsequent assessments for prior
years due to change of land usage or ownership occurring prior to the date of
Closing) and Buyer shall pay fot� those taxes attributable to the period of time
commencing with the Closing Date.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at
Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, pxepa�•ing, atad closzng the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, costs and
expenses identified herein as being the responsibiliiy of Buyer. If the responsibility for
such costs or expenses associated with closing the transaction contemplated by this
Contract are not identified herein, such costs or expenses shall be allocated between the
pai�ties in the customary manner for closings of real propei�ty similar to the Property in
Denton County, Texas,
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Page 9 of 22
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults aYid Buyer's Remedies.
(a) Seller's Defaults, Sellex is in default undex this Contract on the occurrence of any
one or more of the following events;
(i) Any of Seller's warranties or representations contained in this Contract are
untrue an the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenani, agreement,
condition precedent or obligation on Seller's pai�t required within the time
linnits and in the manner required in this Contract; or
(iii) Sellez� fails to deliver at Closing, the items speciiied in Article VII,
Section 7.02(a) of this Contract for any reason other than a default by
Buyer or teirnination of this. Contract by Buyer ptusuant to the texms
hereof prior to Closing,
(b) Bayer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's
sola and exclusive remedies for the default, znay, at Buyer's sole option, do any of
the following;
(i) Terminate this Contract by written notice delivered to Seller in which
event the Buyex shall be entitled to a xeturn of the Earnest Money, and
Seller shall, promptly on written request from Buyer, execute and deliver
any documents necessary to cause the Title Company to return to Buyer
the Earnest Money;
(ii) Enforce specific performance of this Contract against Seller, zequiring
Seller to convey the Pxoperty to Buyer subject to no liens, encumbrances,
exceptions, and conditions other than those shown on the Title
Commitznent, whereupon Buyer shall waive title objections, if any, an.d
accept such title without xeduction in Purchase Price on account of title
defects and shall be entitlad to assert any rights for damages based on
Seller's representations, warranties and obligations tllat are not waived by
Buyer by its acceptance of Seller's title; and
(iii) Seelc other recourse or relief as may be available to Buyer at or by law,
equity, contract or otherwise,
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver
at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for
Conh•act of Sale
Page 10 of 22
any reason other than a default by Seller under this Cont�act or termination of this
Contract by Buyez� pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's
sole and exclusive remedy for the default, may, at Seller's sole option, do either
one of the following;
(i) Termznate this Contract by written notice delivered to Buyer in which
event the Sailer shall be entitled to a return of the Earnest Money, and
Buyer shall, promptly on written request from Sellea, execute and deliver
any documents necessary to cause the Title Company to return to Seller
the Earnest Money; or
(ii) Enforce speciiic performance of this Contract against Buyer.
ARTICLE TX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications xequired
hereunder shall be in writing, delivered, unless expressly provided otherwise in this
Contract, by telephonic iacsimile, by hand delivery or by United States Mail, and shall be
deemed to be delivered and received, upon the earlier to occur of (a) the date provided i�'
provided by telephonic facsimile ox hand deliveiy, and (b) the date of the depasit of, in a
regularly maintainad receptacle for the United States Mail, registered or cet�tified, raturn
receipt requested, postage prepaid, addxessed as follows:
SELLER:
CS Residential, Inc.
8214 Westchester #850
Dallas, Texas 75225
Telecopy: (214) 343-0388
Copies ta;
For Seller,
David Fields
Haynes & Boone
2323 Victory Avenue, #700
Dallas, Texas 75219
Telecopy: (214) 200-0749
BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy; (940) 349-8951
For Buvex;
Richard Casner, Deputy City Attorney
City Attorney's Ofiice
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
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Page 11 of 22
9.02 Governing Law and Venue, This Cont��act is being executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
validity, construction, enforcement and interpretation of this Cont�act. THIS
CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY
ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON
COUNTY, TEXAS,
9.03 Entirety and Amendments, This Contract embodies ihe entixe agreement
between the pai�ties an.d supersedes all prior agreements an.d understandings, if any,
related to the Properiy, and may be amended or supplemented only in writing executed
by the party against whom enfoxcennent is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller
and Buyer, and their respective successors and assigns. If requested by Buyer, Seller
agrees to execute, acknowledge aiid record a memorandum of this Contract in the Real
Property Records of Denton County, Texas, imparting notice of this Contract to the
public.
9.05 Rislc of Loss, If any damage or destruction to the Property shall occur prior to
Closing, or zf any condemnation or any eminent domain proceedings are threatened or
initiated by an enfiity or party other tkzan Buyer that might result in the talcing of any
portion of the Proper�ty, Buyer may, at Buyex's option, do any of the %llowing;
(a) Terminate this Contract and withdraw :Fxozn this transaction without C05t,
obligation or liability, in which case the Earnest Money shall be imrz�ediately
returned to Buyer; or
(b) Consummafe this Contract, in which case Buyer, with respect to the Propei�ty,
shall be entitled to receive any (i) in the case of damage or destruction, all
insurance proeeeds; and (ii) in the casa of eminent domain, proceeds paid for the
Prope��ty related to the eminent domain pz�oceedings.
Buyer shall have a pariod of up to ten (10) calendar days after receipt of written
notiiication from Seller on the final settlement of all condemnatzon proceedings or
insurance claims related to damage or destruction to the Propei�y, in which to
malce Buyer's election. In the event Buyer elects to close prior to such final
settlamant, then the Closing shall take place as pzovided in Article VII, above,
and there shall be assigned by Seller to Buyer at Closing all interests of Seller in
and to any and all insurance proceeds or condannnation awards which may be
payable to Sellex on account of such event. In the event Buyer elects to close
upon this Contract aftex �"inal sattlement, as described above, Closing shall be held
five (5) business days after such iinal settlement,
9,06 Further Assuranees, In addition to the acts and deeds recited in this Contxact
and conten:zplated to be performed, executed and/or delivexed by Seller and Buyer, Seller
and Buyer agrea to perform, execute and/or deliver, or cause to be performed, executed
Contract of Sale
Page 12 of 22
and/or delzvared at the Closing or after the Closing, any further deeds, acts, and
assuxances as are reasonably necessary to consummate the transaciions contemplated
hereby, Notwithstanding anything to the contrary contained in this Contract and without
limiting the general application of the provisions of Section 5.03, above, the provisions
of this Article IX, Section 9.06 shall survive Closing,
9.07 Tizt�e is of the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Contract,
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
iiicorpoxated in an.d m.ade a paz�t of, this Contract for all purposes.
9.09 llelegation of Authority. Authority to take any actions that are to be, or may be,
talcen by Buyer under this Contract, including without limitation, adjustment of the
Closing Date, are hereby delegated by Buyer, pursuant to action by the City Cnuncil of
Denton, Texas, to Phil Williams, General Manager/Electric Administration of Buyer, or
his designae,
9.10 Coniract Execution. This Contract of Sale �nay be executed in. any number of
counterparts, all af which talcen togather shall constitute one and the same agreement, and
any of the parties hereto xrzay execute this Agreement by signing any such counterpaxt.
9.11 Business Days. If the Closing Date or the day of performance required or
permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then
the Closing Date or the date of such performance, as the case may be, shall be ihe next
following regular business day. �
9.12 Expiration of Offer. The execution oithis Contract by Seller constitutes, subject
to the terms hereof, an irrevocable offer to sell the Propet�ty to Buyer. Un�less by 5:00 p,m.
on November 7, 2012, this Contract is accepted by Buyer by action of the City Council of
Buyer the offer of this Contract shall be automatically revolced and ternninated.
SELLER; '
CS Resi�enti � c.
By: (� �.����
�°� ' �� t'.� i �'� ��°.� .-� ��
Name �r� ; ,
��.
� �C-��� �• �
Title
/
Executed by Seller on the �� day of �'� • 2012,
Conn�act of Sale
Page 13 of 22
BUYER;
:
GEORGE C, CAMPBELL, CITY MANAGER
Executed by Buyex on the day of 2012.
ATTEST;
JENNIFER WALTERS, CITY SECRETARY
BY:
.APPROVED AS TO LEGAL FORM;
ANITA BURGESS, CITY ATTORNEY
�K�,.��..�...�
BY:
Conri•act of Sale
Page 14 of 22
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acicnowledges receipt of an executed copy
of this Contract, Title Company agraes to comply with, and be bound by, the terms and
provisions of this Contract to perform its duties pursuant to the provisions of this
Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as
amen.ded fxom time to time, and as furthex set forth in any regulations or forms
promulgated thereunder,
TITLE COMPANY;
Title Resources
52S South Loop 2$8, Suite 125
Denton, Texas 76205-4515
:
Prznted Name;
Title:
Contract receipt date; , 2012
Contract of Sale
Page 15 of 22
�XF�IBIT Q0A"
xo
CONTRA.C�' OF SALE
LEGAL D�SCRIPTTON
BEING A 1,9126 ACRE TRACT OF LAND SITUATED 1N '.t'HE R,B. LONG$OTTOM SURVEY, AB8TIZACT
NUMBBR '775, IN THE CITY OF D�NTON, DENTON COUN'I'Y, TEXAS, AND BE1NG ALL OF THAT
CBRTAIN TRACT OF LAND DESCRIBED iN DEED TO CS RESIDENTTA�, INC,, A TEXA.S
CORPORATION, AS RECORDED TN DOCUIv1ENT NiJMBER 2010-3720$ O�' THE REAL PROPER'.t'Y
R�CORDS OF DENTON COUNTY, TEXAS, SAID 1,9126 ACRE TRACT BEING MORE PARTICULARLY
DESCRTBBD BY METES AND BOUNDS AS FOLLOWS:
BEGINNJNG at a 1/2 inch faund for southwest corner hereof, also being the southeast corner of I,ot 1, Block 1,
Creekside Addition, an addition to the City of Denton, Denton Connty, Texas, as recorded in Cabinet E, Paga 195 of
the Plat Records o£Denton County, Texas, Also lying in the north line of that certain ixact of land described in deed
, to Geesling Gassaway Couuty, Inc., a Nevada Corporation, as Trustee of the Gassaway Properly hust, �s recorded in
Document Number 2005-50247 o:f said Real Property Records; -
�NCE N 00°O6'06" E, along the east line of said Lot 1 and the west line hereof a distance of 330,63 feet, to a 1/2
inch iron found wzth cap stamped "Rl'LS 3688" for the southwest corner of a tract of land described in deed to the
State of Texas, as recorded in Documen.t Number 99-0042124 of said Real Property Records. Also being the
southeast corner of a that certain tract of land described in. deed to the State of Texas,' as recorded in Document
Number 99-0065670 of said Real Property Records for the new Right-of-Way line of E. Uzuversity Dzive ([T,S.
Highway 380), a variable width Right-o� Way;
x�-IENCE S 63°Ofi'1'7" E; along the north line hereof and the south line of said E. University Drive a distance of
175.44 :feet, to a 5/8 inch iron set with cap stamped "'I'NP" for an angle point in the north line hereof;�
THENC� N 82°56'07" E, continuing along said north line hereof and said south line of E, University Drive a
distance of 5'7.09 feet, to a TxDot Monum.ent Found for an angle point in said�line;
THENCE N 37°53'07" B, continuing along sazd north line hereof and said south line of �. University Drive a
distance of 73.37 feet, to a 1/2 inch iron found with cap stamped "RPLS 3688" for tha most northerly northwest
comer hereof and lying in said south Right-of Way line of E, Uzuversity Drive also being the baginning of a non-
tangent curve to the left whose central angle is 00°27'49", a radius of 3757.29 feet, and a long chord which bears S
82°45'41" B, 30,40 feet;
THENCE along said non-tangent curva to the left, an arc tength of 30.40 feet, to a 2° iron, pipe found for tb.e
northeast comer hereof, also being the northwest corner of that certai�i tract of land described in deeci to Marco Ent.
& ZB Eagle Parinership, as xecorded in Document Number 93-50539 of said Real �roperly Records;
THENCE S 00°07'04" W along the east line hereof and said west line of Marco Ent, & ZB Eagle Partnership tract,
passing at a distance of 175.03 feet, a 1/2 inch iron rod found with cap stamped "KAZ" being the southwest corner
of said Marco Ent, & ZB Eagle Partnexship iract. Also being the northwest corner of that certain tract of land
described in deed to Zimmerer Rea1 Properties, LLP., as recorded in Document Number 2011-115033 of said Real
Property Records and continuing in all a total distance of 318,88 £eet, to a 5/8 inch iron rod found for the southeast
corner hereof, also being the southwest corner of said Zimmerer Real Properties tract and lying in the narth line of
aforementioned Geesling Gassaway County, Inc, h'act; &om' w3izch':a.'172.' uicli:.i�ozi. rod;%und<��vitti cap., stamped
"KAZ" bears N 30°12'12" E, a distance of 1,71 feet;
THENCE N 88°42'18" W along the south line hereof and said north line of Geesiing Gassaway County, Inc, tract a
distance of 288,33 feet, to the POINT O� BEGINNING and cantaicvng 1,9126 acres of land moxe or less.
16 Parce127
SGE'12T70. ',
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17
EXHIBIT "B"
to
Contract of Sale
NOTICE OF CONFIDENTIALTTY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRII� ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN 1tEAL PROPERTY BEF012E IT IS FILED FOR
RECORD IN THE PUBLIC RECORDSs YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § I�VOW ALL MEN BY THESE PItESENTS
That CS Residential, Inc., a Texas caxpoxation (herein called "Grantor"), fox and
in consideration of the sum of TEN AND NO/100 DOLLARS ($10,00), and other good
and valuable consideration to Grantor in hand paid by the City of Denton, Texas, a Texas
Home Rule Municipal Corporation (herein called "Gxantee"), 215 E, McKinney, Denton,
Texas 76201, the receipt and sufiiciency of which are hereby acicnowledged and
confessed, has GRANTED, SOLD an.d CONVEYED, and by these presents does
GRANT, SELL and CONVEY, unto Grantee all the real pxoperty in Denton County,
Texas being particularly described on Exhibit "A", attached hereto and made a pa��t
hereof %r all purposes, and being located in Denion County, Texas, together with any
and all rights or interests of Grantor in and to adj acent streets, allays and rights of way
and together with all and singular the improvements and fixtures thexeon and all other
rights and appur�tenances thereto (collectively, the "Propei�ty").
Grantoa hereby assigns, without recourse or reprasentation, to Grantee, any and all
claims or causes of action thai G�antor may have for o� xelated to any errors, omissions,
defects in or injury to the Property,
Contract of Sale
Page 18 of 22
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions, if any�
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Gxantee's successors
and assigns forevez•; and Grantor does hexeby bind Grantor aiad Gxantor's successoxs and
assigns to WARRA.NT AND FOREVER DEFEND all and singular the Property unto
Grantee and Gxantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof when the claim is by, tivough, or under
Grantor but not otherwise.
EXECUTED the day of , 2012
CS Residential, Inc,, a Texas corporation
By;
Nam:e
Title
ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acicnowledged before me on by
, of CS Residential, Inc., a Texas
corporation, on behalf of said corporation,
Notary Public, State of Texas
My commission expires:
Contract of Sale
Page 19 of 22
Upon Filing Return To;
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, TX 76209
Contract of Sale
Page 20 of 22
Fropei�ty Tax Bills Tn:
City of Denton Finance Department
215 E, McKinney Street
Denton, Texas 76201
EXITIBX7.' aaA�>
TO
SPECIAL WARRANTY DEED
LEGA�, DESCRII'TION
BBING A 1,9126 ACRE TRACT �F I.AND SITUATED IN THE R.B. LONGBOTTOM SURVEY, ABSTRACT
NUMBBR 775, IN THE CITY bF DENTON, DENTON COLJNTY, TEXAS, AND BE1NG AI,T, OF THAT
C�R�'AIN TRACT OF' LAND DESCRIBED 1N DEED ,TO CS RESIDENTIAL, INC,, A TEXA.S
CORPORATION, AS RECORDED TN DOCC_TIv�NT NOM]3ER 2"010-37208 OF THE REAL PROPERTY
RECORDS OF DENTON COUNTY, TEXAS, SATD 1.9126 ACRE TRA.CT BBING MORE PARTICULARLY
DESCRIBEI7 BY METES AND BOiJNDS AS FOLLOWS:
B�GINNING at a I/2 inch found for southwest cornex hereof, also being the southeast comer of Lot 1, BIock 1,
Creekside Addition, an addition to the City of benton, Denton County, Texas, as recorded in Cabinet E, Page 19S of
the Plat Records of Denton County, Texas, Also lying in the north line of that certain tract of land described in deed
to Geesling Gassaway County, Zuc., a Nevada Corporation, as Trustee o£ the Gassaway Property trust, as recorded in
Document Number 2005-50247 of said Real Property Records;
THENCE N 00.°06'06" E, along the east line o£said Lot 1 and the west line hereof a distance of 330,63 feet, to a 1/2
uic�i iron found with cap stamped "RPLS 3688" for the southwest corner of a tract of land described in deed to the
State of Texas, as recorded in Document Number 99-0042124 of said Real Property Records, Also being the
southeast comer of a that certa3n tract of land described in deed to the State of Texas, as recorded in Document
Number 99-0065670 o:F said Real Property Records for the new Right-of-Way line of E, Univexsity Drive (U.S.
Highway 380), a variable width Righi-of-Way;
THENCE S 63°06'I7" E, along the north line hereof and the south line o£ said E, University Drive a distance of
175.44 feet, to a 5/8 inch iron set with cap stamped "TNP" for an angle point in the north line hereof;
THENCE N 82°56'07" E, continuing along said north line' hereof and said south line of E. University Drive a
distance of 57.09 #'eet, to a'1�cDot Monumeni Found for an angle point in said line;
T�3ENCE N 37°53'07" E, continuing along said nortli line hereof and said south line of E. Univex•sity Drive a
distance o:f 73,37 feet, to a 1/2 inch iron found with cap stamped."RPLS 3688" for the most northerly northwest
corner hereof and lying in said south Right-of Way lin,e o£E. University Drive alsa being the begiruung of a non-
tangent curve to the left whose central.angle zs 00°27'49", a radius of 3757.29 feet, and a long chord which bears S
82°45'41" E, 30,40 feet; .
THENC� along said non-tangent curve to the left, an arc length of 30.40 feet, to a 2" iron pipe found £or the
northeast comer hereof, also being the northwest corner of that certain tract of land deseribed in deed to Marco Ent,
& ZB Eagle Partnership, as recorded in Docunaent Number 93-50539 of said Real Property Records;
'I'HENCE S 00°07'04" W along the east line hereoP and said west line of Marco Ent, & ZB Eagle Parinerskup txact,
passing at a distance of 175,03 feet, a 1/2 inch iron rod found with cap stamped "KAZ" being the southwest corner
of said Marco Ent. & ZB �agle Parinership iract, Also being the northwest corner of that certain tract of land
described in deed to Zunmerer Real Properties, L�,P,, as recorded in Documeut Number 201 J.-115033 of said Real
Property Records and contin.uing iri all a total distance o£ 318,88 feet, to a 5/8 inch iron, rod found �'ox the southeast
corner hereof, also being the southwest corner of said Zimmerer Real Properties tract and lying in�the north line of
aforementioned Geesling Gassaway� County���Inc, � trzct; �:from°i�vhich •a� �1/2"inch�iron rod°.found:with;'cap,:st'amped'„
"TCAZ" bears N 30°12'12" E, a distance of Z.71 feet;
THENCE N 88°42'18" W along the south line hereof and said north line of Geesling Gassaway County, Inc, tract a
distance of 288.33 feet, to the kOIN� OF BEGINNING and containing 1,9126 acres of land more or less.
21
Parcel 27
SGE`12170`• ,
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22
s:\legal\our documents\contracts\12\cs residential addendum changes final.doc
ADDENDUM
TO
CONTRACT OF SALE
In the event of a conflict or inconsistency between this Addendum and the Contract of Sale to
which it is attached (the "Contract") between CS Resident(al, Inc, ("Seller") and the City of Denton, Texas
("Buyer"), this Addendum shall control.
1, The following three (3) new paragraphs are hereby added to Article I of the Contract;
Seller, subject to the limitation of such reservation made herein, shall reserve, for itself, its
successors and assigns all oil, gas and other minerals In, on and under and that may be produced from
the Property, Seller, its successors and assigns shall not have the right to use or access the surface of
the Property, in any way, manner or form, in connection with or related to the reserved oil, gas and
other minerals and/or related to exploration and/or production of the oil, gas and other minerals
reserved herein, including wifihout limitation, use or access of the surface of the Property for the
location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells,
pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utllity
infrastructure, and/or for subjacent or lateral support for any surface facilities or weil bores, or any
other infrastructure or improvement of any kind or type in connection with or related to the reserved
oil, gas and other minerals, and/or related to the exploration or production of same,
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and
shall exclude (i) ali substances (except oil, gas and all associated hydrocarbons) that any reasonable
extraction, mining or other exploration and/or production method, operation, process or procedure
would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and
gas) which are at or near the surface of the Property. The intent of the parties hereto is that the
meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v
Wylie, 597 S,W,2d 743 (Tex, 1980),
As used herein, the term "surface of the Property" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the
surface of the earth, ,
2, The following three (3) new paragraphs are hereby added after the first paragraph of
the Special Warranty Deed attached as Exhibit "B" to the Contract.
Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be produced from
the Property. Grantor, its successors and assigns shall not have the right to use or access the surface of
the Property, in any way, manner or form, in connection with or related to the reserved oil, gas and
other minerals and/or related to exploration and/or production of the oil, gas and other minerals
reserved herein including without limitation, use or access of the surface of the Property for the location
of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanl<s or tank batteries, pipelines, roads, electricity or other utility
infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any
other infrastructure or improvement of any I<ind or type in connection with or related to the reserved
oil, gas and other minerals, and/or related to the exploration or production of same,
s:\legal\our documents\contracts\12\cs residential addendum changes final,doc
As used herein, the term "minerals" shall include oil, gas and all associated hydrncarbons, and
shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable
extractlon, mining or other exploration and/or production method, operation, process or procedure
would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and
gas) which are at or near the surface of the Property, The intent of the parties hereto is that the
meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v,
Wylie, 597 S.W.2d 743 (Tex. 1980)
As used herein, the term "surface of the Property" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the
surface of the earth,
3. Buyer hereby acknowledges receipt of the Title Commitment (Commitment for Title
Insurance GF No, 122065, dated effective September 23, 2012 at 8;00 a.m., issued October 9, 2012 by
Title Resources Guaranty Company), and the Survey (prepared by Teague Nall and Perkins, revised June
13, 2012) described in Article III, Sections 3.01 and 3.02 of the Contract, and Buyer, subject to the
limitations described below, hereby approves both the Title Commitment and the Survey, Such
approval is conditioned upon (i) completion of Item 1.(a) of Schedule A in the amount of the Purchase
Price; (ii) the amendment of Item 2 of Schedule B to "shortages in area" only; (iii) the deletion of Item
10,{b) of Schedule B; and (iv) no additional exceptions, other than those currently shown in the T(tle
Commitment (the "Conditions"). In the event the Conditions are not achieved, Buyer shall have the
right to terminate the Contract pursuant to Section 3.04, Seller shall cure all Schedule C items in the
Title Commitment on or before the Closing,
4. Notwithstanding anything to the contrary contained in the Contract, the Absolute
Review Period described in Article IV, Section 4.01 of the Contract shall end on November 7, 2012, and
Buyer shall have no further right to terminate the Contract after November 7, 2012, unless (i) Seller is in
default under the Contract pursuant to Article VIII, Section 8.Q1(a); or lii) the Title Commitment is not
amended or modified at or prior to Closing, as prescribed in Section 3 of this Addendum,
The parties agree that the Closing Date shall be November 15, 2012
6, Article VIII, Section 8.01(b)(iii) is hereby deleted from the Contract.
�A ���
4R��L;°'
Seller's'Initials Buyer's Initial
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
DRAFT MINUTES
PUBLIC UTILITIES BOARD
October 8, 2012
After determining that a quonim of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, October 8, 2012 at 9:03 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present:
Absent — Excused
Vice Chair Billy Cheelc, Phi1 Gallivan, Barbara Russell, Leonard Herring
and Li1ia Bynum
Chairman Dicic Smith and Randy Robinson
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING:
CONSENT AGENDA:
21 4) Consider a recommendation for City Council to adopt an ordinance finding that a public use
22 and necessity exists to acquire fee simple to an approximate 1.9088 acre tract located in the City
23 of Denton, Denton County, Texas, and situated in the R.B. Longbottom Survey, Abstract
24 Number 775, City of Denton, Denton County, Texas, as more particularly described on Exhibit
25 "A", attached to the ordinance and made a part thereof, located generally along the south line of
26 Virginia Circle, just south of University, (the "Property Interests"), for the public use of
27 expanding and improving electric utilities; authorizing the City Manager or his designee to malce
28 an offer to (1) C.S. Residential, Inc. (the "Owner"); (2) successors in interest to the owner to the
29 Property Interests; or (3) any other owners of the Property Interests, to purchase the Property
30 Interests for the purchase price of Two Hundred Twenty Eight Thousand Six Hundred Fifty Two
31 Dollars and No Cents ($228,652), and other consideration as prescribed in the Contract of Sale
32 (the "Agreement"), as attached to the ordinance and made a part thereof as Exhibit "B";
33 authorizing the expenditure of funds therefor; and providing an effective date. (691cV
34 Transnussion Line Re-build Project Parce127 Purple Route)
35
36
37
38
39
A motion to approve item 4 was made by Board Member Gallivan with a second by Board
Member Russell. The vote was 5-0.
Adj ournment 9: 5 5 am
tl�'µ111"'II"'�tl*NIIu �'"h�,�'2�tl;^Illltl� ;'q �,,.`
AGENDA DATE:
AGENDA INFORMATION SHEET
November 6, 2012
DEPARTMENT: Denton Municipal Electric
ACM: Howard Martin, 349-8232 ����'
SUBJECT
Consider adoption of a resolution of the City of Denton, Texas, approving the implementation of
a public involvement process for upcoming Denton Municipal Electric Capital Improvement
Plan projects for the siting of electric substations and the routing of electric transnussion lines;
and providing an effective date. The Public Utilities Board recommended approval (5-0)
BACKGROUND
As previously presented to the City Council on October 16, 2012 and approved by the Public
Utilities Board on September 24, 2012, the public involvement process will consist of a series of
public meetings to educate and gain input from customers regarding upcoming electric utility
system proj ects. The public meetings will consist of open houses in the areas where proj ects are
scheduled and formal public hearings before the Public Utility Board and City Council.
The DME CIP includes twelve substation sites and over twenty-five miles of transmission line
routing during the next five years. Completion of the public involvement process for this volume
of proj ects will require additional resources. DME is proposing to engage Power Engineers to
assist DME with the public involvement process outlined in Exhibit 2. Power Engineers has
successfully utilized this public involvement approach with other electric utilities across the state
with similar projects. Adoption by the City Council of a formal public involvement process for
substation siting and transnussion routing requirements will be useful in assuring timely and
appropriate siting and routing for necessary future DME CIl' substation and transnussion
proj ects.
EXHIBITS
1. Resolution
2. General Routing/Siting Process Suggested for Denton Municipal Electric by Power
Engineers
Prepared by:
�,�� ���_ ._Y
John Moore
Executive Manager Energy Delivery
Denton Municipal Electric
Respectfully subnutted:
,.=�."�'"�' �..�:���.......,�
Phil Williams
General Manager
Denton Municipal Electric
* � �
RESOLUTION NO. R2012-
A RESOLUTION OF THE CITY OF DENTON, TEXAS, APPROVING THE
IMPLEMENTATION OF A PUBLIC 1NVOLVEMENT PROCESS FOR UPCOMING
DENTON M[_JNICIPAL ELECTRIC CAPITAL IMPROVEMENT PLAN PROJECTS FOR
THE SITING OF ELECTRIC SUB STATIONS AND THE ROUTING OF ELECTRIC
TRANSMISSION LINES; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton, Texas owns a municipal electric department, Denton
Municipal Electric ("DME"); and
WHEREAS, the approved Capital Improvement Plan ("CIP") of the City for the next five
Fiscal Years, provides for extensive improvements to be constnicted by DME including the site
selection, development, expansion, and constniction of twelve (12) electric substations and the
routing of over twenty-five (25) miles of electric transmission lines within the City; and
WHEREAS, on September 24, 2012, the Public Utilities Board ("PUB"), having been
briefed on this subject, is of the opinion and by a vote of 5-0, recommends to the City Council
that in order to move forward with the necessary worlc regarding the DME plans, that there be a
public involvement process which involves the citizens and ratepayers of the City in the site
selection and routing processes; and
WHEREAS, on October 16, 2012, the City Council was briefed on the recommendation
of the PUB and the desire of staff to proceed with a public involvement program, in order to
effectively and efficiently move the process of siting for needed future electric substations and
the routing of electric transnussion lines in order to address the growth needs of the City and to
better ensure DME's electric reliability; and
WHEREAS, the City Council accordingly concludes that this resolution is in the public
interest of the citizens and ratepayers of the City, and that this Public Involvement Process
should be established; NOW THEREFOR
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The above recitations are tnie and correct and shall be considered as a part
of this resolution for all purposes.
SECTION 2. The City Manager or his designee, is hereby authorized to implement a
"Public Involvement Process" (the "Plan") for the siting of electric substations and the routing of
electric transnussion lines within the City.
SECTION 3. The City Manager, or his designee, is authorized to execute the Plan,
unless the City Manager deternunes that a modification to the Plan is more economical, more
feasible or more reasonable.
1
SECTION 4. This resolution shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I�
APPROVED AS TO LEGAL FORM;
ANITA BURGESS, CITY ATTORNEY
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MARK A. BLJRROUGHS, MAYOR
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GENERAL ROUTING / SITING PROCESS
SUGGESTED FOR DENTON MUNICIPAL ELECTRIC
1. Establish Purpose and Need for the Project
o Transmission voltage requirements
o Substation requirements
2. Determine Study Area - As a starting point, a study area connecting the end-points of the
transmission line and/or electrical load area for substation is identified
o Study area large enough to allow flexibility in transmission line routing and substation
siting
3. Gather Data / Constraints Information and Map in Geographic Information System (GIS)
o Federal, state and local agencies with jurisdiction are contacted requesting information
and identification of any concerns within the study area for resources that they manage
o Aerial imagery of study is secured in-house or from publicly available sources
o Publicly available information regarding sensitive / important human, natural and cultural
resources are mapped in GIS
o Field review of the study area is conducted to accurately identify local conditions and
verify secondary data inventory
4. Develop Preliminary Alternative Transmission Line Routes / Substation Sites
o Avoid mapped land use / environmental constraints if feasible
o Take advantage of any mapped routing / siting opportunities
o Consider any engineering / right-of-way concerns
o Evaluate structure types
5. Conduct Public Involvement Program
o A Public Involvement Plan will be developed and remain a working document
throughout the planning process
o Public notice requirements
o Public Utility Board / City Council Project Updates
o Conduct public open house meeting(s) to discuss the proj ect and gather public input
regarding route alternatives
6. Modify Alternative Routes
o Evaluate and incorporate appropriate modifications to the alternative routes presented to
the public
7. Conduct Additional Public Meeting(s)
o Review routing adjustments with public, if necessary
8. Evaluate Primary Alternative Routes / Sites
o Utilize 25-35 environmental / land use criteria
o Compare alternatives
9. Consultant Recommends Preferred Route / Site
o Based on environmental / land use factors
o One or more viable alternatives recommended
10. Prepare Routing Analysis / Environmental Assessment Report
o Purpose and Need
o Description of Facilities
o Existing Environment
o Alternatives Analysis
o Public / Agency Input
o Impacts of Each Alternative
o Local / State / Federal Permitting Requirements
o Mitigation (if required)
o Estimated Costs of Each Alternative
11. DME Selects / Recommends Preferred Transmission Line Route and/or Substation Site (based on
an evaluation of several factors)
o Public and agency input
o Engineering
o Cost
o Right-of-way considerations
o Maintenance
o Environmental
o Land Use
12. Denton City Council Approves Final Transmission Line Route / Substation Site
13. Public /Stakeholders Notified of Approved Route / Site and Estimated Date for Start of
Construction
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Parks and Recreation
ACM: John Cabrales ��
SUBJECT
Consider approval of a resolution allowing the Denton Community Theatre to be the sole
participant allowed to sell alcoholic beverages at the Beaujolais and More on November 15,
2012, upon certain conditions; authorizing the City Manager or his designee to execute an
agreement in conformity with this resolution; and providing for an effective date. Staff
recommends allowing alcohol to be sold in the Civic Center for the Beaujolais event.
BACKGROUND
Beaujolais and More will be held for the sixth year in the Civic Center. The Civic Center is the
only facility in Qualcertown Park where alcohol is permitted, with City Council's approval.
RECOMMENDATION
Staff recommends approval of the resolution and agreement as submitted, which is consistent
with agreements for other events serving alcoholic beverages.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
An ordinance was adopted on October 6, 2009, requiring approval by City Council for an event
to have alcohol in the Civic Center building. This will be the third request by Denton
Community Theatre since the adoption of the ordinance. Prior requests have been approved by
City Council.
FISCAL INFORMATION
None
EXHIBITS
1. Letter of Request
2. Resolution
3. Civic Center Agreement
Respectfully submitted:
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Emerson Vorel
Director of Parks and Recreation
Prepared by:
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Janie McLeod
Community Events Coordinator
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October 22, 2012
To The City Council of Denton, Texas,
The Denton Community Theatre is requesting as a part of our fund raising event for The
Campus Theatre, `Beaujolais and More" to be held at the Denton Civic Center on
November 15, 2012, from 5:30 pm until 7:30 pm, with approximately 300 people in
attendance, to serve wine and beer. Thank you for your consideration.
Sincerely,
Milce Barrow
Managing Director
Denton Community Theatre
Ilcadadldepartrnentsllegallour documentslresolutions11216eaujolais alcohol seli.doc
RESOLUTION NO.
A RES4LUTION ALLOWING THE DENTON COMMUNITY THEATRE TO BE THE SOLE
PARTICIPANT ALLOWED TO SELL ALCOHOLIC BEVERAGES AT THE BEAUJQLAIS
AND MORE �N N4VEMBER 15, 2012, UPON CERTAIN CONDITI4NS; AUTHORIZING
THE CITY MANAGER UR HIS DESIGNEE TO EXECUTE AN AGREEMENT IN
CONFORMITY WITH THIS RESOLUTION; AND PRUVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City of Denton ("City") is the owner of the Ci�ic Center; and
WHEREAS, the consumption of alcoholic be�erages is allowed in the Ci�ic Center
pursuant to City of Denton Code, §22-32 (b); and
WHEREAS, the City Council finds that it is in the public interest to select only one
vendor of alcoholic be�erages at the Beaujolais and More; and
WHEREAS, the Denton Community Theatre has requested that they be the sole
participant allowed to distribute/sell alcoholic beverages at this year's Beau}ola.is and More on
No�ember 1 S, 2012; and
WHEREAS, the Parics, Recreation, and Beautificatian Board has recornmended that
Denton Community Theatre be the sole participant allowed to distribute/sell alcoholic beverages
at the Beaujalais and More; and
WHEREAS, the City agrees with the recommendation of the Patks, Recreation, and
Beautification Board; NOW, THEREF4RE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. Denton Community Theatre shall be the sole participant allowed to
distribute/sell alcoholic beverages at the Beaujolais and More on November 15, 2012 at the Civic
Center upon the following conditians:
1. They shall be responsible to obtain the temparary license and
permit for distributingfselling alcoholic beverages approved by
appropriate state agency;
2. They shall provide the security necessary for the distribution/sale
af alcoholic beverages;
3. They shall provide general comprehensi�e liability insurance from
a respansible carrier, with the City as an additional insured, in the
amount of $500,000.00;
4. They agree to indemnify the City of Denton against any liability
incident to the distributing/selling of alcoholie beverages at the
Beaujolais.
llcodadldepartenentsllegallour documentslresolutions1121beaujolais alcohol selLdoc
SECTIpN 2. The City Manager or his designee is authorized to execute an agreement in
conformity with this Resolution, which shall be substantially in the form of the agreement
attached hereto and made a part hereof by reference.
SECTIpN 3, This Resolution shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ��
day of 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATT4RNEY
r
BY:
.
MARK A. BURROUGHS, MAYOR
Page 2 of 2
h:�city co�mci11201216eaujolaislbeaujolais 2012 alcobol contracLdoc
CIVIC CENTER AGREEMENT FOR
DENTON COMMUNITY THEATRE BEAUJOLAIS AND MORE EVENT
STATE OF TEXAS
COUNTY OF DENTON
This Agreement, made this tiay of , 2012, by and betrv�een the
City of Denton, a municipal corporation, hereinafter referzed ta as the "CITY" and DENTON
COMMUNITY TI�ATRE.
WITNESSETH, that in consideratian af the cavenants and agreements herein cantained,
tlie parties hereto da mutually agree as follaws:
ARTICLE 1
GENERAL
The City grants to DENTON COMMUNITY THEATRE tlie exclusive privilege to
distribute/sell alcohplic beverages, subject to the exc�ptions and condi�ions hereinafter set forth,
for the BEAUJOLAIS AND MORE on NOVEMBER 15� 2012 to be held at the Civic Center.
This privilege does not extend beyond the date of the BEAUJOLAIS AriD MORE for the year
2012.
ARTICLE 2
SC4PE OF SERVICES
DENTON COMMUNITY TfIEATRE in arder to exercise the p�ivilege to distributelsell
alcoholic beverages must perform the follawing:
A. DENTON COMMUI�IITY THEATRE shall be solely responsible for the rental and
payment for any b�th space necessary fpr the distribulionlsale of alcoholic beverages at
the BEAUJOLAIS AND M�RE.
B. DENTON COMMiJI�iITY THEATRE shall be salely responsible to obtain any
temparary license and permit necessary for the distribution/sale of alcoholic beverages at
the BEAUJ�LAIS AND MORE.
C. DENT(�N C�MMUNITY TI�ATRE shall be solely respansible for the obtaining and
paying for any security necessary for their distribulionlsale of alcoholic beverages at the
BEAUJOLAIS AND M�RE.
DENTON COMMIJ�VITY THEATRE'S fai.lure to do any af the above and to shaw
proper proof of campliance shall waive their right to exercise t�e privilege of
disiributing/selling alcnholic beverages at the BEAUJOLAIS AAiD MORE.
ARTICLE 3
LOCAL RULES AND REGULATION
DENTON COMMUNITY TF�ATRE agraes to abide by all municipal, county, state and
federal laws, ordinances, rules and regulations and specifically, without limitadon, the Denton
Civic Center Rules and Regulations, to obtain all necessary and proper licenses, permits and
authorizations, and to comply with the requirements of any duly authorized person acting in
connection therewith. DENTON CONIlVIUNITY THEATRE shall pay all taJ�es, if any, of every
nature and descr�ption arising out of or in any manner cannected with the distribution/sale of
alcoholic beverages.
DENTON COMIVILJNITY TT�ATRE will exercise reasanable care and due diligence in
their distributian/sale of alcoholic beverages at the BEAUJOLAI� AND MORE.
ARTICLE 4
INDEMNITY AGREEMENT
DENTON CONIlVIUNITY THEATRE shall indernnify and save and hold harnnless the
CITY and its officers, agents, and employees from and against any and all liability, claims,
demands, losses, and expenses, including but not limited to, court costs and reasonable attorney
fees incurred by the CITY, and including, without limitation, damages for bodily and personal
injury, death and property damage, resulting from the negligent acts ar omissions of DENTON
CONIlVIUNITY TT�ATRE or its officers, st�areholders, agents, or employees in the execution,
operation, or performance of t�is Agreement.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, bath 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 govemmental immunity, which defenses are hereby
e�ressly reserved.
piRTICLE 5
INSURANCE
During the performance of the Agreement, DENTON COMMUNITY THEATRE shall
maintai_n the following insurance with an i�surance company licensed to do business in the State
of Texas by the State Insurance Commission ar any successor agency that has a rating with Best
Rate Cariiers af at least an A- or above:
A. Comprehensive Generai Liability Insurance with bodily injury limits af not less than
$SOO,OOQ for each occurrence and not less than $500,000 in the aggregate, and with
property damage limits of not less that $1QQ,060 for each occurrence and not less than
$I00,000 in the aggregate.
B. Liquor/Dram Shop Liability in the ainount of $250,000 per occurrence far any event
occurring on City-owaed properiy where alcohol will be provided ar served.
Beaujolais—Page 2
C. DENTON COMMEJNITY TF�ATRE shall furnish insurance cer�ificates or insurance
palicies at the CTTY'S request to �vidence such coverages. The insurance palicies shall
name the CTTY as an additianal insured on all such palicies, and shall contain a pravision
that suc� insuratiace shall not be canceled or modified without v�mitten notice to the CITY
and DENT�N COMIVIUNITY THEATRE. In such event, DENTON COMMUNITY
THEATRE shall, prior ta the effective date af the change ar ca�celiation, serve substitute
policies furnishi�g the sa.me caverage.
ARTICLE 6
N4TICES
All notices, communications, and reparts required or pezmitted under this Agreement
shall be personally delivered or mailed ta the respective parties by depositing same in the United
States mail to the address shown below, certified mail, retwn receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3} days' mailing:
To DENTON COMMUNTTY 'TI�ATRE:
DENTC3N C�MMU�TY THEATRE
Mike Barrow, Managing Director
214 W. Hickory
Denton, TX 76201
To CITY:
CITY OF DENTON:
City Manager
215 E. McK�ney
Denton, Texas 76201
All notices shall be deemed effective upan receipt by the party to whom such notice is
given, or within tbree (3) days' mailing.
ARTICLE 7
ENTIRE AGREEMENT
This Agreement, consisting af five (5} pages and no exhibits, constitutes the
com�lete 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 contemporaneaus
offers, �romises, representations, negotiations, discussions, communicaYions, and agreements
which may have been made in conneciion with the subject matter hereof.
ARTICLE S
SEVERABILITY
If a�y provision of this Agree�ent is found or deemed by a court of competent
jurisdictian to be invalid or unenfarceable, it shall be cansidered severable fro� the remainder of
this Agreement and shall not cause the remainder to be invalid or auenforceable. In such event,
the garties shall refonn 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.
Seaujolais — Page 3
ARTICLE 9
DISCRIMINATION PROHIBITED
In performing the services required hereunder, DENTON COMMUNITY THEATRE
shall not discriminate against any person on the basis of race, color, religion, sex, national origin
or ancestry, age, or physical handicap.
ARTICLE 10
PERSONNEL
DENTON COMMUNII`Y THEATRE represents that it has ar will secure, at its own
expense, all personnel required to perform all the services required ur�der this Agrcement. Such
personnel shall not be employees or officers of, or have any contractUal relations with the CITY.
ARTICLE 11
ASSIGNABILITY
DENTON COMMUNITY THEATRE shall not assign any interest in this Agreement,
and shall not Iransfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the pr�or writtea consent of the CITY.
ARTICLE 12
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writang and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evideace
in any proceeding arising between the parties hereto out of or afFecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly execut�.d; and the parties further agree that the provisions of this section will not
be waived �aless as set forth herein.
ARTICLE 13
MISCELLANEOUS
A. Venue of any suit or cause of action under this Agreement shall Lie exclusively in Denton
County, Texas. This Agreement shall be construed in accorc�ance with the laws of the State
of Texas.
B. The captions of this Agreement are for informational purposes only, and strall not in any way
affect the substantive ter�ns or conditions of t.his Agreement.
Beaujolais—Page 4
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and DENTON CONIlI�iUNITY THEATRE i�as
executed this Agreement through its duly authorized undersi�ed officer on this the day
of , 2012.
CITY OF DENTON, TEXAS
GEQRGE C. CAMPBELL, CTTY MANAGER
ATTEST:
JENNIF'ER WALTERS, CITY SECRETARY
I�
APPROVED AS TO LEGAL FORM:
ANrTA BURGESS, CITY ATTORNEY
BY:
DENTON CONIMUNITY THEATRE
BY:
MII�E BARR4 , MANAGING DIR.
WITNES S:
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Beaujolais — Page 5
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CITY OF DENTON CITY COUNCIL MINUTES
October 16, 2012
After deternuning that a quonim was present, the City Council of the City of Denton, Texas
convened in a Worlc Session on Tuesday, October 16, 2012 at 3:00 p.m. in the Council Worlc
Session Room at City Hall.
PRESENT: Council Member King, Council Member Watts, Council Member Gregory,
Council Member Engelbrecht, Mayor Pro Tem Kamp, Mayor Burroughs, Council
Member Roden
ABSENT: None
1. Citizen Comments on Consent Agenda Items
There were no citizen comments submitted for this item.
2. Requests for clarification of agenda items listed on the agenda for October 16, 2012.
Council Member Roden aslced if there were criteria used to determine which agency received
what amount of money versus another agency for the hotel occupancy tax funds.
Mayor Pro Tem Kamp stated that there were a number of criteria developed over the years.
Funding was normally not provided for start-up organizations but rather for organizations with at
least a year of experience. The amount provided was based on various factors such as
bacicground information, application and the type of program.
Council Member Roden aslced if the organization was aslced to justify the reason for receiving
hotel occupancy tax funds.
Mayor Pro Tem Kamp replied yes and that some information was received from the Police
Department on the number of participants in an event and some data was received from the
hotels on the number of people in their rooms during an event but that was not the primary
criteria.
Council Member Gregory stated that from time to time, Council received a lengthy report on
econonuc impact and that information showed up in the bacicground information. Organizations
often provided that information when requesting funds.
Assistant City Manager Martin stated that Consent Agenda Item EE had been reviewed by the
Audit/Finance Committee this afternoon and was approved by a vote of 3-0.
Mayor Burroughs stated that he was going to pull Consent Agenda Items A, B and C and aslc
Barbara Ross to present information on the three programs. He wanted the public to lcnow that
these programs were in a state of flux on the federal level for funding. He stated that if and when
these programs were affected, the City would let the public lcnow what was going on with the
programs. This was not a city problem but rather a federal problem.
Mayor Burroughs also indicated that he would be reading the Consent Agenda items had dealt
with the hotel/motel occupancy tax funds to let the public lcnow what these funds were being
used for.
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3. Receive a report, hold a discussion and give staff direction regarding the intent to
develop a legal process for Tree Tnists as a nutigation option for the Denton
Development Code, Subchapter 35.13.7, and the creation of a Tree Fund Advisory
Committee to malce recommendations on the criteria used to purchase properties, and
suggest guidelines for Tree Fund expenditures for community education, as well as
planting new trees to increase Denton's tree canopy.
Brian Locldey, Interim Director of Planning and Development, stated that staff had prepared a
presentation for Council direction regarding the process for two of the existing tree mitigation
options - tree tnists and tree funds. Staff was proposing to implement these two items; however,
there would not be a discussion on the tree code but rather just on these two mitigation options.
Angie Kralik, Urban Forester, stated that the purpose of the tree preservation and landscape
requirements (Tree Code) was first to preserve tress, particularly the Cross Timbers Forest and
existing tree canopy. A second purpose was to facilitate site design development and
constniction to consider trees during the beginning of the development process and third to put
linuts on the removal of trees during the development process.
Mitigation was based on the species, size of the tree and size of the tract. There were three
options currently available to use; tree planting, paying into the tree fund which was the easiest
and most used; and applying for an alternative tree plan.
Tree fund — tree funds were to be used for these very specific purposes (1) the purchase, planting
and maintaining of trees on public property, (2) to preserve wooded property, (3) to
perform/maintain a city-wide tree inventory, and (4) to educate citizens and developers on the
benefits and value of trees. Currently the tree fund had $1.1 nullion which had been
accumulated since 2004. The fund had been used once in 2010 for a canopy coverage data for
Denton and ETJ at a cost of $50,000. At that time, it was determined that Denton had a 19% tree
canopy. The recommended canopy was 35-40%. The canopy of a number of surrounding cities
was reviewed.
Council Member Gregory aslced that Council be provided that listing of other cities with tree
coverage.
Mayor Burroughs noted that Denton was the cross roads between the Great Plains and the Cross
Timbers Forest. He aslced if there was any way loolc at historically at the City and segregate that
part of the City that should be forested because it used to be treed and that portion that was not
supposed to be treed.
Kralilc stated that development definitely had an impact on the tree stands. City roads and
infrastnicture was not here long ago and those had impact on the environment and the quality of
citizen environment. She suggested talcing into consideration that trees could live in the Great
Plains area as well as the Cross Timbers Forest.
Tree Fund Committee — staff was requesting Council appoint a Citizen Committee to develop the
criteria for Tree Fund land acquisitions. Staff was also proposing a staff advisory comnuttee to
make recommendations for use of the funds based on the citizen criteria. The Committee would
provide a matrix on what areas were most important.
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Council Member Roden aslced if there was currently something in the policy that put a
percentage to each of those categories.
Kralilc stated that there was nothing written in the Code but she had a percentage for herself and
how to use the funds. The maj ority was for purchasing of property to preserve the trees.
Council Member Roden aslced if there would be any value to loolc at other categories and have
criteria for those.
Kralik stated that could be done if Council wanted.
Council Member Gregory stated that out of the $1.1 million in the fund, only $50,000 had been
spent. One of the uses for the fund was to purchase, plant and maintain trees which was already
being done with the City tree farm. He question how that activity was being funded.
John Cabrales, Assistant City Manager, stated that many plantings in the community came from
Keep Denton BeautifuL Keep Denton Beautiful also worlced with other agencies to help plant
trees in the community.
Council Member Gregory aslced for a report on the money the City was spending either through
Keep Denton Beautiful or other means for the purchasing, planting and maintaining of trees. In
terms of land acquisitions, he suggested considering a committee recommendation to survey the
parlcs and along with the Parlcs Advisory Board loolc at land the City already owned and
designate some of that for preservation.
Tree Tnists - another mitigation option not used very often was the tree tnist. The requirements
for a tree tnist included (1) Cross Timbers Forests of no less than one acre, (2) had to be
approved by the Development Review Committee Chairman, (3) a permanent easement would
be provided that would linut any future land dist�irbing activity, (4) tree tnists would go towards
mitigation inches only, (5) required preservation would not count towards Tree Tnist nutigation,
and (6) floodplains, wetlands and riparian areas would not count. Mitigation was an option in
lieu of paying into the tree fund, replanting onsite or developing an alternative tree plan. This
was not a simple process and a detailed legal process was needed for this option. Tree tnists
could be implemented in one of two ways (1) the developer would deed the property to the city
or (2) a private landowner placed a conservation easement on the property through a third party
and the developer purchased the tree credits.
Council Member Watts stated that he would not want to have a process where there might be an
area with a large clump of trees which would signal a developer to clear cut everything and then
end up with a large grove of trees on the outslcirts of the City. The property might be worth more
money with selling the tree credits which would be the valued asset.
Kralilc stated that tree preservation would still be required on development sites. The landscape
ordinance required planting so it would not talce away from those required plantings.
The next steps for the tree tnists would be to (1) identify a contractor, (2) begin developing the
detailed legal criteria, and (3) provide updates to the City Council as the process developed.
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Staff was also requesting that the Council appoint a short term criteria comnuttee to begin
developing criteria with citizens.
Mayor Burroughs stated that he would lilce to avoid using the tree fund for the payment of the
contractor. There was a statement in the bacictip dealing with the creation of a matrix to be used
by staff to select tracts of land to purchase. He felt that statement was incorrect and that a citizen
committee would be relied on to do outreach and identify tree stands. Staff would not deternune
what tracts to purchase but the citizens committee. He also felt that the Council Comnuttee on
the Environment could malce recommendations from that list.
Council Member Gregory stated that he would like citizens to take the initiative but staff should
not talce the initiative on tracts to purchase.
Kralik stated that a concern with having a comnuttee proposing specific sites might be one of
confidentiality that the City was considering the purchase of property and the cost might go up
due to that. Citizens could malce recommendations but staff would not be in favor of having a
committee recommending the parcels.
Council Member Roden stated that the Committee could have a closed session on the tracts
similar to a Council closed session. He questioned if the Mayor was suggesting a standing
committee rather than a short term comnuttee.
Mayor Burroughs felt that a short term comnuttee for the criteria and a long term committee for
the purchasing of the tracts would be appropriate.
Council Member Engelbrecht requested an estimate of the costs per acre on maintaining the
property. A choice could be to either have the property parceled out for a distribution of the
forest or use the Central Parlc model to get all of it in one area. He would lilce the Committee to
study a policy in regard to that. He noted that the goal was only to purchase property and
questioned why there was no goal for a donation as another option.
Kralik stated that would be a viable option.
Mayor Pro Tem Kamp asked at what point would Council decide on the number of inembers and
whether it would be a more permanent committee.
Assistant City Manager Martin felt that staff could develop a proposal for Council consideration
with options on how to formulate the committee, etc.
Mayor Pro Tem Kamp suggested keeping the size of the committee similar to the size of current
advisory committees with 7 members and possibly a couple of alternates. This would be a
council appointed comnuttee.
Mayor Burroughs suggested that when time came, it would be good to get this information on
the City website for citizen involvement.
Council Member Gregory suggested rethinlcing the ordinance on whether to have the standard be
canopy or tree inches.
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Council Member Engelbrecht suggested finding out what other cities had in terms of such a
committee and provide that information for Council consideration.
Council Member Watt stated that there would still be landscape requirements which meant that
developers would still have to plant trees.
4. Receive a report, hold a discussion, and give staff direction on the possible closure of
Nowlin Road.
Franlc Payne, City Engineer, presented the details on the proposed closure. He stated that this
issue had been before the Traffic Safety Commission as it was originally a citizen complaint
from the Wheeler Ridge area. Vehicles were cutting through the Wheeler Ridge neighborhood
primarily to gain access to and from FM 2181 and the Kroger Shopping Center at the intersection
of Hicicory Creelc Road and FM 2181. Traffic volumes were heavy and the speeds of the cut-
through traffic were excessive. Staff's recommendation to the Traffic Safety Comnussion was to
not recommend the closure of Nowlin Road based on the information gathered and community
feedbacic. The Comnussion opened the meeting to citizen input and a total of 19 spealcers
addressed the body. One suggestion was to close the road but maintain emergency gates to
provide secondary fire access to the Wynstone at Oalcmont neighborhood. A traffic count was
done in the area in 2011 and showed on a weelcend that there were more than 800 trips per day.
Council Member Watts questioned doing the traffic count on a weekend.
Payne stated it was done on a Friday afternoon through a Monday afternoon in order to have an
accurate count with residential traffic.
Council Member Watts stated that when he was in the area during the weekday there had been
lots of traffic and questioned if the weelcend had less traffic.
Mayor Pro Tem Kamp stated that this past week they had a report regarding the advancement of
the Highway 2499 proj ect.
Payne stated that right now the plan was for the Highway 2499 project to begin in 2014 but there
was also the thought that it would be accelerated to 2013. He noted that there had only been four
accidents reported in the area.
Council Member Gregory stated that when Highway 2499 opened, the neighborhoods on the
east/west would have access to that neighborhood via Highway 2499.
Payne stated that was correct.
Mayor Burroughs stated that the complaints he heard were due to speeding. It did not appear
that Nowlin was the problem.
Payne stated that the staff recommendation was to not make a recommendation to Council to
close Nowlin Road. However, the Traffic Safety Comnussion voted 4-3 to close it. If the
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Council wanted to have more citizen input on the issue, a public hearing would not be required
but could be an Item for Individual Consideration to hear from citizens.
Mayor Burroughs felt this was a temporary condition and that the road served a valuable service
for fire emergencies. The question was whether to pour resources into a gate or speed hump. He
felt there was a need to leave the road open and possibly put speed bump stnictures on Pine Hills
instead of Nowlin.
Council Member Roden asked about the demographics of Long Leaf Lane and Pine Hills as to
whether there were lots of children in the area or older people.
Payne stated it was a traditional mix of old and young.
Council Member Roden aslced about where to place possible speed humps.
Payne stated that calnung devices could be used instead of speed humps and suggested aslcing
the neighborhood if it wanted humps or calnung devices. He felt the Fire Department would
probably not approve the installation of the speed humps.
Mayor Pro Tem Kamp stated that the number one priority was safety but mobility also needed to
be considered. This was a temporary problem until Highway 2499 was completed. There were
other calming devices that could be used rather than speed humps as they were hard on the
neighborhood. She was concerned that the Traffic Safety Comnussion nught think the Council
was not listening to them. She listened to what they had to say and appreciated the worlc of the
Commission but felt this was a temporary situation.
Council Member Gregory stated that mobility was a consideration and the majority of the people
in the area wanted to lceep the road open. Keeping it open for a short time would help and the
problem would be corrected when Highway 2499 was completed. He lilced the idea of loolcing at
other calnung devices on Pine Hills without having to use the speed bumps.
Consensus of the Council was to leave the road open until the completion of Highway 2499.
5. Receive a report, hold a discussion, and give staff direction regarding the public
involvement process for upcoming DME Capital Improvement Proj ects (CIP).
Phil Williams, General Manager-Denton Municipal Electric, reviewed information on the DME
5 year CIP Land Acquisition Process. He stated that the electric utility business meant land
business. There was a need for 12 substation sites equaling 60-80 acres over the next five years.
Eight transmission routes would be needed for more than 25 acres. Issues involved with these
transactions include land acquisition, pernutting and zoning and public involvement. Staff
wanted to improve public involvement on the building of the facilities.
DME did not have a master plan similar to a Mobility Plan on where they were going to build the
facilities. They needed to put plans down on paper for citizens to see. Condemnation of
property was going to be avoided if possible as it required lots of lead time, was expensive and a
willing seller needed to be developed.
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Public Involvement Process - public meetings would be held and DME had hired a firm to
develop how many meetings would be held, the locations for those meetings and format for the
meetings. The process would be started with an open house which showed what the project was,
why the project was needed and provide citizens with a place to register their concerns. The next
step would be to involve the public with a formal public hearing sinular to the process used by
the Planning and Zoning Commission and Council for staff presentation. An exception to the
process was the McKinney Street site and the Audra site as those pieces of land were already in
the process. In the fut�ire the public would be involved on where the land would be. These two
sites already had options on the land.
Council Member Roden stated that as there appeared to be a large number of pending projects, it
would be good to define each proj ect so Council was clear on what it was considering.
Williams stated that in the past it was just getting from Point A to Point B. Now staff was
seelcing more public input on the end points rather than just where the line was going.
Council Member Roden asked what sort of public involvement process private companies were
required to do as compared to public entities.
Williams stated that they would have to go before both ERCOT and the Public Utilities
Commission in order to get a Certificate of Convenience and Necessity. That was the point
when their pubic involvement started. The difference was that the end decision malcer was in
Austin rather than being local decision malcers.
Council Member Gregory stated that he lilced the idea of a 20 year plan in terms of where lines
and substations were needed and encouraged staff to loolc at the possibility of buying land for
transmission lines and then use the land under the lines for hilce/bilce trails. He suggested
considering that possibility in the 20 year plan to combine uses with the Parks Department.
Mayor Pro Tem Kamp asked how Council was going see how the master plan would be done.
Williams stated that staff would bring the first draft to Council before the next budget year. It
would be part of the budget process for next year.
Council Member Watts assumed that because DME was part of a municipality that it would
worlc on the governmental tracic for the development process and would qualify for that fast
tracic.
Williams stated that had been discussed but not fully vetted.
Council Member Roden suggested creating an interactive map tool to worlc out different options
to show citizens the factors involved.
Following the completion of the Worlc Session, the Council convened in a Closed Session at 4:57
p.m. to consider the items listed below.
1. Closed Meeting:
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A. Deliberations regarding Real Property - Under Texas Government Code Section
551.072; Consultation with Attorneys - Under Texas Government Code Section
551.071.
1. Discuss, deliberate and receive information from staff and provide staff
with direction pertaining to the potential purchase of a tract of land,
located in the N. H. Meisenheimer Survey, Abstract Number 810, City of
Denton, Denton, County, Texas, and located generally in the 3800 blocic
of Elm Street south of Riney Road, and north of North Lalces Parlc.
Consultation with the City's attorneys regarding legal issues associated
with the potential acquisition of the real property described above, where
a public discussion of these legal matters would conflict with the duty of
the City's attorneys to the City of Denton and the Denton City Council
under the Texas Disciplinary Rules of Professional Conduct of the State
Bar of Texas, or would jeopardize the City's legal position in any potential
litigation.
2. Discuss, deliberate, and receive information from staff and provide staff
with direction pertaining to the potential purchase of certain real property
interests located in the M.E.P. & P.R.R. Co. Survey, Abstract No. 1475,
City of Denton, Denton County, Texas, and located generally along the
2500 blocic of East McKinney Street. Consultation with the City's
attorneys regarding legal issues associated with the potential acquisition
and condemnation of the real property described above where a public
discussion of these legal matters would conflict with the duty of the City's
attorneys to the City of Denton and the Denton City Council under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of
Texas, or would jeopardize the City's legal position in any adnunistrative
proceeding or potential litigation.
3. Discuss, deliberate, and receive information from staff and provide staff
with direction pertaining to the potential purchase of certain real property
interests located in the R. B. Longbottom Survey, Abstract No. 775, City
of Denton, Denton County, Texas, and located generally along the south
line of Virginia Circle, just south of University. Consultation with the
City's attorneys regarding legal issues associated with the potential
acquisition and condemnation of the real property described above where
a public discussion of these legal matters would conflict with the duty of
the City's attorneys to the City of Denton and the Denton City Council
under the Texas Disciplinary Rules of Professional Conduct of the State
Bar of Texas, or would jeopardize the City's legal position in any
administrative proceeding or potential litigation.
4. Discuss, deliberate, and receive information from staff and provide staff
with direction pertaining to the acquisition of real property interests
located (1) in the James Edmonson Survey, Abstract Number 400, Denton
County, Texas (located generally in the 3600 blocic of Roselawn Drive);
(2) in the AN.B. Tomplcins Survey, Abstract Number 1246, Denton
County, Texas (located generally in the 2100 blocic of South Bonnie Brae
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Street); (3) in the A.N.B. Tomplcins Survey, Abstract Number 1246,
Denton County, Texas (located generally in the 2400 blocic of South
Bonnie Brae Street); and (4) in the James Edmonson Survey, Abstract
Number 400, the James L. Harris Survey, Abstract Number 555, and the
William Roarlc Survey, Abstract Number 1087, Denton County, Texas
(located generally in the 4500 blocic of South Bonnie Brae Street), all in
the City of Denton, Denton County, Texas; and consultation with the
City's attorneys regarding legal issues associated with the acquisition or
condemnation of the tracts referenced above where a public discussion of
these legal matters would conflict with the duty of the City's attorneys to
the City of Denton and Denton City Council under the Texas Disciplinary
Rules of Professional Conduct of the State Bar of Texas, or would
jeopardize the City's legal position in any administrative proceedings or
potential litigation.
B. Deliberations regarding Public Power Utilities: Competitive Matters - Under
Texas Government Code Section 551.086.
1. Receive a presentation from Denton Municipal Electric staff and a Texas
Municipal Power Agency ("TMPA") Board Member regarding public
power utility competitive, financial and commercial matters pertaining to
TMPA, a Joint Powers Agency, being a generation resource owned in
common by the City of Denton, Texas, which holds a 21.3% interest in
the same; including without limitation, plans, proposals, system
improvements, fuel contracting, fuel transportation contracts, other
contracting issues, the fixed and variable costs of operation of the
generation unit, and capital improvement plans for the generation unit.
Discuss, deliberate and provide Staff with direction.
C. Consultation with Attorneys - Under Texas Government Code Section 551.071.
1. Consult with and provide direction to the City's attorneys associated with
proposed enforcement related to sanitary sewer overflows and where a
public discussion of such legal matters would conflict with the duty of the
City's attorneys to the City of Denton, Texas and the City Council of the
City of Denton, Texas under the Texas Disciplinary Rules of Professional
Conduct of the State Bar of Texas.
2. Consult with the City's attorneys regarding the status and possible
resolution of pending litigation styled Steen v. Langford, et al., Cause No.
CV-2010-00528, now pending before the County Court at Law #2,
Denton County, Texas; and discuss, deliberate and provide the City's
attorneys with direction and any recommendations regarding such legal
matter. A public discussion of this legal matter would conflict with the
duty of the City's Attorneys to the City Council under the Texas
Disciplinary Rules of Professional Conduct of the State Bar of Texas.
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Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at
City Hall.
1. PLEDGE OF ALLEGIANCE
The Council and members of the audience recited the Pledge of Allegiance to the U. S. and
Texas flags.
2. PROCLAMATIONS/PRESENTATIONS
A. Proclamations/Awards
1. Yards of the Month
2. Achievement in Excellence in Procurement Award
Bryan Langley, Assistant City Manager, presented the award to the Council. Denton was only
one of 54 cities in the United States to receive this award and it was the 15th straight year
Denton had received the award.
3. Massage Therapy Awareness Weelc
Mayor Burroughs presented the proclamation for Massage Therapy Awareness Weelc.
3. CITIZEN REPORTS
There were no citizen reports scheduled for this meeting.
4. CONSENT AGENDA
Mayor Burroughs pulled Items A, B, and C for separate consideration for public lcnowledge on
the programs. He noted that Consent Agenda Item AA would not be considered.
Council Member Gregory motioned, Council Member Roden seconded to approve the Consent
Agenda and accompanying ordinances and resolutions with the exception of Items A-C and AA.
On roll call vote: Council Member King, Council Member Watts, Council Member Gregory,
Council Member Engelbrecht, Mayor Pro Tem Kamp, Mayor Burroughs, Council Member
Roden — "aye". Motion carried unanimously.
Approved the request below for a Noise Exception.
D. Consider a request for an exception to the Noise Ordinance for the purpose of an
increase in decibels for amplified music for Fry Street's First Annual Walce
Poolooza, to be held between addresses 101-125 Avenue A, on Saturday, October
20, 2012, beginning at 3 p.m. and concluding at 10 p.m. This request is for an
extension of decibels for amplified sound from the allowable 70 to 75 decibels.
Staff recommends approving the amplified sound to 75 decibels.
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Ordinance No. 2012-268
E. Consider adoption of an ordinance of the City of Denton, Texas, amending
Ordinance No. 2010-293 prescribing the number of positions in each
classification of Police Officer; prescribing the number of positions in each
classification of Fire Fighter; providing a savings clause; providing a severability
clause; and declaring an effective date.
Ordinance No. 2012-269
F. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager, or his designee, to enter into an Interlocal Agreement with the
North Central Texas Council of Governments for the cooperative purchasing of
actuarial shared services associated with other post-employment benefits as
defined by Governmental Accounting Standards Board (GASB) Statement
Number 45; providing a savings clause; and providing an effective date.
Ordinance No. 2012-270
G. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager to execute a First Amendment to a Professional Services
Agreement by and between the City of Denton, Texas and POWER Engineers,
Inc. for Electric Design and Engineering Services pertaining to a substation siting
and environmental assessment study for the constniction of the McKinney
Substation and the Audra Substation for Denton Municipal Electric; authorizing
the expenditure of funds therefor; and providing an effective date (File 4995-in
the additional amount of not-to-exceed $75,000 for a total award of $290,515).
The Public Utilities Board recommends approval (5-0).
Ordinance No. 2012-271
H. Consider adoption of an ordinance approving the expenditure of funds for Outside
Metal-Enclosed Switchgears (OMCSWG) for the City of Denton Pocicnis and
McKinney Substations available from only one source in accordance with Texas
Local Government Code 252.022, exempting such purchases from requirements
of competitive bids; providing for the expenditure of funds therefor; and
providing an effective date (File 5027-awarded to S&C Electric Company, in the
amount of $279,750). The Public Utilities Board recommends approval (5-0).
Ordinance No. 2012-272
L Consider adoption of an ordinance accepting competitive proposals and awarding
an initial one (1) year contract with the option to extend for four (4) additional
one (1) year periods for the Section 125 Plan Adnunistration of unreimbursed
health care and dependent care accounts for the City of Denton; providing for the
expenditure of funds therefor; and providing an effective date (RFP 5047-
awarded to PayFlex Systems USA, Inc., in the annual estimated amount of
$62,118 and a five-year estimated expenditure of $310,590).
Ordinance No. 2012-273
J. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Denton Air Fair, Inc. for the
payment and use of hotel tax revenue; and providing an effective date. ($10,240)
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The Hotel Occupancy Tax Committee recommends approval (3-0).
Ordinance No. 2012-274
K. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Denton Blacic Chamber of
Commerce for the payment and use of hotel tax revenue; and providing an
effective date. ($16,580) The Hotel Occupancy Tax Comnuttee recommends
approval (3-0).
Ordinance No. 2012-275
L. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Denton Chamber of Commerce
(Convention and Visitor Bureau) for the payment and use of hotel tax revenue;
and providing an effective date. ($733,100) The Hotel Occupancy Tax
Committee recommends approval (3-0).
Ordinance No. 2012-276
M Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Denton Community Theatre, Inc.
for the payment and use of hotel tax revenue; and providing an effective date.
($23,010) The Hotel Occupancy Tax Comnuttee recommends approval (3-0).
Ordinance No. 2012-277
N. Consider adoption of an ordinance authorizing the City Manager to execute an
interlocal agreement between the City of Denton and Denton County for the
payment and use of hotel tax revenue in support of the Courthouse-on-the-Square,
the Bayless-Selby House, African American, Old No. 14 Fire House, Elm Ridge
Church, Welcome Center, and Outhouse Museums; and providing an effective
date. ($108,570) The Hotel Occupancy Tax Committee recommends approval (3-
0).
Ordinance No. 2012-278
O. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and Denton Dog Days, Inc. for the
payment and use of hotel tax revenue; and providing an effective date. ($14,590)
The Hotel Occupancy Tax Committee recommends approval (3-0).
Ordinance No. 2012-279
P. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Denton Festival Foundation for
the payment and use of hotel tax revenue; and providing an effective date.
($82,820) The Hotel Occupancy Tax Committee recommends approval (3-0).
Ordinance No. 2012-280
Q. Consider adoption of an ordinance authorizing the City Manager to execute an
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agreement between the City of Denton and the Greater Denton Arts Council for
the payment and use of hotel tax revenue; and providing an effective date.
($117,780) The Hotel Occupancy Tax Comnuttee recommends approval (3-0).
Ordinance No. 2012-281
R. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Denton Holiday Festival
Association, Inc. for the payment and use of hotel tax revenue; and providing an
effective date. ($7,640) The Hotel Occupancy Tax Committee recommends
approval (3-0).
Ordinance No. 2012-282
S. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Central Business District
Association, Inc., d/b/a Denton Main Street Association for the payment and use
of hotel tax revenue; and providing an effective date. ($23,010) The Hotel
Occupancy Tax Comnuttee recommends approval (3-0).
Ordinance No. 2012-283
T. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and Music Theatre of Denton for the
payment and use of hotel tax revenue; and providing an effective date. ($5,000)
The Hotel Occupancy Tax Committee recommends approval (3-0).
Ordinance No. 2012-284
U. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the North Texas State Fair
Association for the payment and use of hotel tax revenue; and providing an
effective date. ($73,620) The Hotel Occupancy Tax Comnuttee recommends
approval (3-0).
Ordinance No. 2012-285
V. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Susan G. Komen for the Cure
Advocacy Alliance (North Texas Affiliate) for the payment and use of hotel tax
revenue; and providing an effective date. ($10,000) The Hotel Occupancy Tax
Committee recommends approval (3-0).
Ordinance No. 2012-286
W. Consider adoption of an ordinance authorizing the City Manager to execute an
agreement between the City of Denton and the Tejas Storytelling Association,
Inc. for the payment and use of hotel tax revenue; and providing an effective date.
($50,610) The Hotel Occupancy Tax Comnuttee recommends approval (3-0).
Ordinance No. 2012-287
X. Consider adoption of an ordinance authorizing the City Manager to execute an
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agreement between the City of Denton and Texas Filmmalcers' Corporation for
the payment and use of hotel tax revenue; and providing an effective date.
($5,000) The Hotel Occupancy Tax Comnuttee recommends approval (3-0).
Ordinance No. 2012-288
Y. Consider adoption of an ordinance finding that a public use and necessity exists to
acquire fee simple to an approximate 3.480 acre tract located in the City of
Denton, Denton County, Texas, and situated in the M.E.P. & P.R.R. Co. Survey,
Abstract Number 1475, City of Denton, Denton County, Texas, as more
particularly described on Exhibit "A", attached to the ordinance and made a part
thereof, located generally along the 2500 blocic of East McKinney Street, (the
"Property Interests"), for the public use of expanding and improving electric
utilities; authorizing the City Manager or his designee to malce an offer to (1)
Gary Dennis Dillard (the "Owner"); (2) successors in interest to the owner to the
Properry Interests; or (3) any other owners of the Property Interests, to purchase
the Property Interests for the purchase price of Three Hundred Twenty Six
Thousand Two Hundred Eight Dollars and No Cents ($326,208.00), and other
consideration as prescribed in the Contract of Sale (the "Agreement"), as attached
to the ordinance and made a part thereof as Exhibit "B"; authorizing the
expenditure of funds therefor; and providing an effective date. (691cV
Transnussion Line Re-build Project)
Ordinance No. 2012-289
Z. Consider adoption of an ordinance approving an Advance Funding Agreement for
a project using funds held in the State Highway 121 Subaccount in the amount of
$847,511.73 between the City of Denton and the State of Texas for the removal
of inedians and the placement of temporary pavement along U.S. Highway 380
from east of Bonnie Brae Street to U.S. Highway 377 in the City of Denton,
authorizing the City Manager or his designee to execute said agreement on behalf
of the City of Denton and to expend funds as necessary under said agreement; and
declaring an effective date.
This item was not considered.
AA. Consider adoption of an ordinance finding that a public use and necessity exists to
acquire fee simple to an approximate 1.9088 acre tract located in the City of
Denton, Denton County, Texas, and situated in the R. B. Longbottom Survey,
Abstract Number 775, City of Denton, Denton County, Texas, as more
particularly described on Exhibit "A", attached to the ordinance and made a part
thereof, located generally along the south line of Virginia Circle, just south of
University, (the "Property Interests"), for the public use of expanding and
improving electric utilities; authorizing the City Manager or his designee to malce
an offer to (1) C. S. Residential, Inc. (the "Owner"); (2) successors in interest to
the owner to the Property Interests; or (3) any other owners of the Property
Interests, to purchase the Property Interests for the purchase price of Two
Hundred Twenty Eight Thousand Six Hundred Fifty Two Dollars and No Cents
($228,652.00), and other consideration as prescribed in the Contract of Sale (the
"Agreement"), as attached to the ordinance and made a part thereof as Exhibit
"B"; authorizing the expenditure of funds therefor; and providing an effective
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date. (691cV Transnussion Line Re-build Project Parce127 Purple Route)
Ordinance No. 2012-290
BB. Consider adoption of an ordinance of the City of Denton, Texas approving the
"Wholesale Wastewater Treatment Services contract between the cities of Denton
and Corinth, Texas;" authorizing the expendit�ire of funds therefor; and providing
an effective date.
Approved the minutes listed below.
CC. Consider approval of the minutes of:
September 11, 2012
September 18, 201
October 1, 2012
October 2, 2012
Resolution No. R2012-035
DD. Consider approval of a resolution reviewing and adopting revisions to the
Investment Policy regarding funds for the City of Denton; and providing an
effective date.
Ordinance No. 2012-291
EE. Consider adoption of an ordinance of the City Council of Denton, Texas
authorizing the City Manager to pay and deposit the sum of $250,000 in escrow
with the Electric Reliability Council of Texas (ERCOT), as financial assurance
regarding the auction of congestion revenue rights and pre-assigned congestion
revenue rights pursuant to ERCOT Nodal Protocol Revision Request (NPRR
400), to be held by ERCOT pending the future congestion revenue rights
auctions; and providing an effective date.
Ordinance No. 2012-292
FF. Consider adoption of an ordinance finding that a public use and necessity exists to
acquire (� fee simple to a 4.69 acre tract; (I� a utility and slope easement
encumbering 0.56 acre; and (III) a utility and drainage easement encumbering a
0.02 acre, said tracts located in the A. Tomplcins Survey, Abstract Number 1246,
and located in the City of Denton, Denton County, Texas, as more particularly
described on Exhibit "A", attached to the ordinance, located generally in the 2400
block of South Bonnie Brae Street (the "Property Interests"), for the public use of
expanding and improving Bonnie Brae Street, a municipal street and roadway;
authorizing the City Manager or his designee to malce an offer to (1) Harlan
Properties, Inc. (the "Owner"); (2) successors in interest to the owner to the
Properry Interests; or (3) any other owners of the Properry Interests, as may be
applicable, to purchase the Property Interests for the purchase price of One
Hundred Fifty Thousand One Hundred Sixty Three Dollars and No Cents
($150,163.00), and other consideration, as prescribed in the Purchase Agreement
(the "Agreement"), as attached to the ordinance and made a part thereof as
Exhibit "B"; authorizing the expendit�ire of funds therefor; and providing an
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effective date. (Bonnie Brae Widening and Improvements project - Parce125)
Ordinance No. 2012-293
GG. Consider adoption of an ordinance finding that a public use and necessity exists to
acquire (I) fee simple to a 5.59 acre tract; (I� a drainage easement encumbering
1.7 acre; (III) a slope easement encumbering 2.83 acres; and (IV) a temporary
constniction, grading and access easement encumbering a 0.06 acre tract, said
tracts located in the William Roark Survey, Abstract Number 1087, James L.
Harris Survey, Abstract No. 555 and James Edmonson Survey, Abstract Number
400 and located in the City of Denton, Denton County, Texas, as more
particularly described on Exhibit "A", attached to the ordinance, located generally
in the 4500 blocic of South Bonnie Brae Street (the "Property Interests"), for the
public use of expanding and improving Bonnie Brae Street, a municipal street and
roadway; authorizing the City Manager or his designee to malce an offer to (1)
Richard A. Gray, Jr. (the "Owner"); (2) successors in interest to the owner to the
Properry Interests; or (3) any other owners of the Properry Interests, as may be
applicable, to purchase the Property Interests for the purchase price of Three
Hundred Twenty Two Thousand Nine Hundred Nineteen Dollars and No Cents
($322,919.00), and other consideration, as prescribed in the Purchase Agreement
(the "Agreement"), as attached to the ordinance and made a part thereof as
Exhibit "B"; authorizing the expendit�ire of funds therefor; and providing an
effective date. (Bonnie Brae Widening and Improvements project - Parce139)
Council considered Items A, B. and C.
Ordinance No. 2012-265
A. Consider adoption of an ordinance of the City Council of the City of Denton,
Texas, approving a funding agreement between the City of Denton and the
Denton Affordable Housing Corporation; providing for the terms of said
contract; authorizing the City Manager to execute the agreement and to expend
Home Investment Partnership Program funds with respect to the agreement; and
providing for an effective date.
Ordinance No. 2012-266
B. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager to execute an agreement between the City and Fred Moore Day
Nursery School to provide Community Development Blocic Grant funds for
improvements to the facility at 821 Cross Timber Street, Denton, Texas;
authorizing the expenditure of funds therefor, not to exceed $286,759; and
providing for an effective date.
Ordinance No. 2012-267
C. Consider adoption of an ordinance of the City Council of the City of Denton,
Texas, approving guidelines for operation of the City of Denton Home
Improvement Program and eligibility criteria; authorizing expenditures in excess
of $50,000 for projects meeting program guidelines and criteria; and providing
for an effective date.
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Barbara Ross, Community Development Administer, reviewed the funding for the three
programs and how federal funding would affect the ability to serve Denton's residents. She
reviewed what each program did and how staff was worlcing with legislators on how important
the funding was for the programs.
Council Member Engelbrecht motioned, Council Member Roden seconded to adopt the
ordinances for Items A, B. and C. On roll call vote: Council Member King, Council Member
Watts, Council Member Gregory, Council Member Engelbrecht, Mayor Pro Tem Kamp, Mayor
Burroughs, Council Member Roden —"aye". Motion carried unanimously.
5. ITEMS FOR INDIVIDUAL CONSIDERATION
Ordinance No. 2012-294
A. Consider adoption of an ordinance of the City of Denton, Texas authorizing the
City Manager or his designee to execute a Contract of Sale (herein so called), as
attached hereto and made a part hereof as Exhibit "A", by and between the City
of Denton, (the "City"), and Rayzor Investments Ltd., ( as "Seller")
contemplating the sale by Seller and purchase by City of a called 26.6002 acre
tract of land more or less, for the purchase price of One Million Dollars and
No/100 ($1,000,000.00), said Real Property being generally located in the 3800
blocic of Elm Street south of Riney Road, and north of North Lalces Parlc, and
located in the N.H. Meisenheimer Survey, Abstract Number 810, Denton
County, Texas; authorizing the City Manager, or his designee, to execute and
deliver any and all other documents necessary to accomplish closing of the
transactions contemplated by the Contract of Sale; authorizing the expenditure
of funds therefor; and providing an effective date.
Emerson Vorel, Director of Parlcs and Recreation, presented the details for Items SA and SB. He
stated that funds were identified in the 2003 CIP for soccer fields. It was the intent to purchase
these 26 acres to constnict four athletic fields. In conjunction with this item was a request from
LLTLAC to name the complex for Dr. G Roland Vela. Item SB would fulfill that request for the
naming of the athletic complex. SA would purchase the property and SB would name the
property the G. Roland Vela Athletic complex.
Council Member Roden aslced for an estimate on the time frame from purchase of the property to
completion of Phase I on the proj ect.
Vorel stated that as soon as the purchase of the property was approved, a landscape architect
would be hired to assist with the design the project. It would take approximately 18-24 months
to complete the proj ect.
Dr. Isabella Pina-Hinojosa spolce in support of the naming of the complex.
Council Member Watts motioned, Council Member Gregory seconded to adopt the ordinance
purchasing the property with the amended contract provided to Council earlier in the meeting
and the resolution adopting the name of the complex. On roll call vote: Council Member King,
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Council Member Watts, Council Member Gregory, Council Member Engelbrecht, Mayor Pro
Tem Kamp, Mayor Burroughs, Council Member Roden —"aye". Motion carried unanimously.
Resolution No. R2012-030
B. Consider approval of a resolution nanung the proposed athletic complex at North
Lalces Parlc after G. Roland Vela.
This item was considered with Item S.A.
C. Consider nominations/appointments to the City's Boards & Comnussions:
1. Health & Building Standards Comnussion
2. Human Services Advisory Comnuttee
3. Parks, Recreation and Beautification Board
4. Public Art Committee
Mayor Pro Tem Kamp nominated Ryan Davenport and Larry Parlcer to the Health and Building
Standards Comnussion; Council Member Engelbrecht nominated Steve Coffey to the Human
Services Advisory Comnuttee and Council Member Engelbrecht nominated Milce Barrow to the
Public Art Comnuttee.
Council Member King motioned, Council Member Watts seconded to approve the nonunations.
On roll call vote: Council Member King, Council Member Watts, Council Member Gregory,
Council Member Engelbrecht, Mayor Pro Tem Kamp, Mayor Burroughs, Council Member
Roden — "aye". Motion carried unanimously.
6. CITIZEN REPORTS
There were no citizen reports scheduled for this meeting.
7. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries
from the City Council or the public with specific factual information or recitation
of policy, or accept a proposal to place the matter on the agenda for an upcoming
meeting
AND
Under Section 551.0415 of the Texas Open Meetings Act, provide reports about
items of community interest regarding which no action will be talcen, to include:
expressions of thanks, congratulations, or condolence; information regarding
holiday schedules; an honorary or salutary recognition of a public official, public
employee, or other citizen; a renunder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or
community event organized or sponsored by an entity other than the governing
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body that was attended or is scheduled to be attended by a member of the
governing body or an official or employee of the municipality; or an
announcement involving an imminent threat to the public health and safety of
people in the municipality that has arisen after the posting of the agenda.
Mayor Pro Tem Kamp stated that Saturday was the Tails and Trails Fundraiser for the Denton
Animal Shelter.
Council Member Roden stated that Friday was the Food Tnicic Festival.
Council Member Engelbrecht stated that Denton Christian Preschool was in a crisis with their
vans and urged anyone able to assist them to please do so.
Council Member Engelbrecht requested a presentation at a regular meeting regarding the
removal of the medians on University Drive.
Mayor Burroughs thanlced all who worlced on the recent West Nile Vinis outbrealc.
B. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the
Texas Open Meetings Act.
There was no continuation of the Closed Meeting.
With no further business, the meeting was adjourned at 7:42 p.m.
MARK A. BLJRROUGHS
MAYOR
CITY OF DENTON, TEXAS
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES
October 29, 2012
After deternuning that a quon�m was present, the City Council convened in a Work Session on
Monday, October 29, 2012 at 9:00 a.m. in the City Council Worlc Session Room, 215 E. McKinney
Street.
PRESENT: Council Member Watts, Council Member Gregory, Council Member Engelbrecht,
Mayor Pro Tem Kamp, Mayor Burroughs
ABSENT: Council Member King; Council Member Roden
1. Receive a report and hold a discussion regarding the 112th Congress, 2"a Session
and outloolc for 113th Congress, lst Session, to include Budget and Tax Issues,
Sequestration, Federal Deficit Reduction Strategies, Surface Transportation,
Aviation, Public Safety Grants and Communications Infrastnicture, the Sales Tax
Fairness issue, Hotel Occupancy Tax, Rights-of-Way, CDBG and HOME,
Redistricting, and other topics impacting local government.
Ralph Garboushian, CapitalEdge, presented an update on federal legislative issues. He stated
that Congress appeared to be in a holding pattern with no major legislation passed since July.
Garboushian indicated that over the past year, the major federal issues for the City of Denton
included; funding for core local government programs, collection of sales taxes from out-of-state
retailers, public safety and prevention of unfunded mandates and preemption of local authority.
The 112th Congress had enacted 196 laws with the bullc of them being short-term extensions of
stalled reauthorization bills or the nanung of post offices and federal buildings. A few of the
laws that were passed included (1) the Budget Control Act of 2011 which raised the debt ceiling,
reduced growth in discretionary spending over 10 years and cut discretionary spending over 9
years starting in January 2013 (sequestration), (2) passed a two year reauthorization of federal
aviation programs and (3) passed a two year reauthorization of highway and transit programs.
The White House and Congressional leadership agreed to put off final worlc on FY 2013
spending until next year and enacted a six-month Continuing Resolution. This Resolution would
nin through March using the discretionary spending cap set by the Debt Ceiling Agreement.
The 113th Congress will have to deal with numerous big-ticicet items such as the expiration of the
2001 and 2004 cuts to personal income tax rates; the expiration of numerous other tax
provisions; the expiration of the temporary cut in Social Security payroll taxes; and
sequestration. Sequestration was the largest issue that would have to be considered. It provided
for an automatic across-the-board spending cut scheduled to talce effect January 2, 2013.
Council Member Roden arrived at the meeting.
Surface Transportation — Congress enacted a two-year reauthorization of federal highway and
transit programs. This legislation, Moving Ahead for Progress in the 215t Century (Map 21)
provided funding for federal-aid highway programs close to the current funding levels. It
continued to sub-allocate Surface Transportation program funds to metropolitan planning
organizations which was one of Denton's top priorities.
City of Denton City Council Minutes
October 29, 2012
Page 2
Garboushian noted that 34% less funding was provided for these activities under the new
program than was previously provided to the combined Transportation Enhancements, Safe
Routes to Schools and the Recreational Trails program. However, half of all Transportation
Alternatives funds would be sub-allocated to large metropolitan areas, giving local elected
officials a lead role in project selection.
Council discussed the funding that the DCTA received and what those funds could be used for.
Garboushian stated that most of the funding for DCTA would have to be used for capital
expenses but that the formula used for the grant allowed for some operational expenses. Council
discussed alternative transportation funding.
Garboushian noted that MAP-21 authorized $500 million in FY 2013 for competitive grants for
proj ects of national and regional significance; significantly expanded and modified the
Transportation Infrastnicture Finance and Innovation program (TIFIA), changed the Bus and Bus
Facilities program from a competitive to a formula program and created national standards for
transit safety and transit agency asset management.
Council discussed the provisions of TIFIA and associated loans for the associated projects.
Positive Train Control mandates would have to be in place by 2015 for all passenger and freight
trains. It was expected that at some point Congress would have to extend the deadline as a
majority of the railroads did not have procedures in place. The Federal Railroad Association
would have oversight of these provisions.
Congress enacted legislation setting aside the "D Blocic" of the wireless communications
spectnim for public safety broadband. The D Blocic transnuts wireless communications
exceptionally well, including through most physical barriers, malcing it a valuable and much
coveted portion of the spectnim. The wireless communication industry lobbied hard to move
forward with the previously scheduled auction of the D Block malcing the local government
victory on this issue all the more noteworthy. The legislation also provided money for D Blocic
network development grants to the states and created a new agency at the Department of
Commerce, FirstNet, to hold the license for, build, manage and operate the broadband public
safety broadband networlc that would use the D Blocic. States would need to determine whether
to opt in or opt out of the networlc. Denton and its regional partners continued to worlc to
preserve the Urban Area Security Initiative (UASI). Congress did not approve an Adnunistration
proposal to fold UASI and most other Homeland Security grants into a state blocic grant.
In the area of local authority, Denton continued to successfully oppose efforts to preempt city
authority in a number of areas including city management of public rights-of-way and city
collection of fees for the use and management of public rights-of-way; city collection of hotel
occupancy taxes; and preemption of city zoning authority. The feeling was that legislation
would be passed to authorize the collection of sales taxes from out-of-state retailers which was a
top Denton priority.
City of Denton City Council Minutes
October 29, 2012
Page 3
Council discussed wind credits and whether or not those would be allowed to expire.
Garboushian felt that at the end of the day, Congress would continue approval of the tax credits
for the wind industry.
Garboushian reviewed some of the troubleshooting projects they had worlced on with city staff
which included turning back an Administration proposal to cut or elinunate the Contract Tower
Program which was essential to the Denton Airport; lcept city staff updated on EPA actions
regarding clean water and helped retain Justice Department funds allocated to the City.
Council discussed the City's relationships with its representatives in Congress.
With no further business, the meeting was adjourned at 10:30 a.m.
MARK A. BLJRROUGHS
MAYOR
CITY OF DENTON, TEXAS
JENNIFER WALTERS
CITY SECRETARY
CITY OF DENTON, TEXAS
AGENDA DATE:
DEPARTMENT:
ACM:
AGENDA INFORMATION SHEET
November 6, 2012
Utility Administration
Howard Martin, 349-8232
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SUBJECT
Consider adoption of an ordinance authorizing the City Manager of the City of Denton, Texas, or
his designee, to execute for and on behalf of the City a Pipeline Crossing Agreement, by and
between the City of Denton, Texas, and the Kansas City Southern Railway Company, relating to
the constniction, maintenance and operation of a water pipeline within the railroad right-of-way,
located immediately south of said railroad right-of-way's intersection with US Highway 380 at
Mile Post: 105.88, Alliance Subdivision within the County and City of Denton, Texas;
authorizing the expenditure of funds therefor; and providing an Effective Date. Public Utility
Board recommends approval (7-0).
BACKGROUND
The US 380 Urban Utility Relocation project is required to accommodate the TXDOT widening
of US Highway 380 from I-35 to the City's western limits. The project includes the relocation of
approximately 6000 feet of water line ranging in diameter from 8 inches up to 20 inches and the
relocation of approximately 800 feet of 10 inch and 12 inch sanitary sewer. As a component of
the US 380 Urban Utility Relocation project, it is necessary to seelc formal authorization from the
Kansas City Southern Railway Company to cross their right-of-way with a new 20-inch water
pipeline that replaces an existing 12-inch water line that has to be moved to accommodate the
widened roadway.
OPTIONS
1. Approve the Ordinance authorizing the Pipeline Crossing Agreement.
2. Rej ect the Ordinance authorizing the Pipeline Crossing Agreement.
RECOMMENDATION
Staff recommends the approval of the Ordinance authorizing the Pipeline Crossing Agreement.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
PUB — October 22, 2012, Recommended for Approval by 7-0 vote.
FISCAL INFORMATION
There is a one-time payment fee of $9,375.00 to Kansas City Southern Railway Company.
Funding for the US 380 Urban Utility Relocation project will come from existing bond funds.
The Water Department will be the funding department for this project. The project number for
this projectis 630044517.
BID INFORMATION
The Water Department will constnict this project with their own forces. Constniction for the
project is estimated to begin on or around November 1, 2012.
EXHIBITS
1. Ordinance authorizing approval of the Pipeline Crossing Agreement.
2. Pipeline Crossing Agreement with Kansas City Southern Railway Company.
3. Pipeline Crossing Location Map
4. Minutes from PUB Meeting on October 22, 2012.
Respectfully subnutted,
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Franlc G. Payne, P.E.
City Engineer
I *� :
ORDINANCE NO.
AN ORDINANCE APPROVING A PIPELINE CROSSING CONTRACT BY AND
BETWEEN THE CITY OF DENTON, TEXAS AND THE KANSAS CITY SOUTHERN
RAILWAY COMPANY RELATING TO THE LOCATION OF A CITY WATER PIPELINE
WITHIN RAILROAD RIGHT-OF-WAY, LOCATED IlVIl��IEDIATELY SOUTH OF SAID
RAILROAD RIGHT-OF-WAY' S 1NTERSECTION WITH US HIGHWAY 3 80 AT MILE
POST 105.88, ALLIANCE SUBDIVISION WITHIN THE COUNTY AND CITY OF DENTON
TEXAS; AUTHORIZING THE EXPENDITLJRE OF FLJNDS THEREFOR; AND PROVIDING
AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Mayor, or his designee, is hereby authorized to execute a Pipeline
Crossing Contract between the City of Denton, Texas and the Kansas City Southern Railway
Company in substantially the form of the Pipeline Crossing Agreement which is attached to and
made a part of this ordinance for all purposes, for the purpose of locating a City water pipeline
within the right-of-way of said railroad.
SECTION 2. The City Manager is authorized to make the expenditures as set forth in
the attached Contract.
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the day of , 2012.
MARK A. BLJRROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
,
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EXHIBIT 2
JLL Reference No. 12-1537
PIPELINE CROSSING CONTRACT (KCS Contract No.
TffiS AGREEMENT is entered into this 13`�' day of September, 2012 by and between THE KANSAS CTI`Y
SOUTHERN RAILWAY COMPANY, a Missouri corporation, called herein "Licensor", and CITY OF DENTON,
TEXAS, to be addressed at 901-A Texas St., Denton, TX 76209, called herein "Licensee".
1. Licensor, without any warranty or guarantee of suitability of the premises for Licensee's or any other
purpose, hereby permits Licensee a license to construct, maintain, operate, use and remove a proposed water pipeline under
Licensor's tracks and right-of-way at Mile Post 105.88 (Alliance Subdivision) at or near Denton (Denton County), Texas, the
course of the pipeline being described as follows:
As indicated on print of drawing no. 12-1537 dated 07-23-2012 and approved 08-27-2012, marked
Exhibit "A", attached hereto and incorporated herein by reference.
The rights � anted under this Agreement are subject to all outstanding superior rights whether or not of record
(including those in favor of licensees and lessees of Licensor's property, and others) and the right of Licensor to renew and
extend the same, and is made without covenant of title, or for quiet enjoyment. Licensor does not warrant title and Licensee
accepts the rights granted herein and shall make no claim against Licensor for deficiency of title. Licensee acknowledges
that the Licensor's interest in the right-of-way varies from segment to segment and may include lesser interests than fee title.
Licensee shall, at Licensee's sole cost and expense, obtain any and all necessary rights and consents from parties other than
Licensor which may have or claim any right, title or interest in the property upon which the Licensor's right-of-way is
located.
2. The carrier pipe shall consist of 21.06" x 160' ductile iron having a minimum wall thickness of 0.42" and
minimum yield point of 42,000 PSI, which carrier pipe shall be encased in a 40" x 166' (160' on Licensor's right-of-way)
steel casing pipe having a minimum wall thickness of 0.625" and a minimum yield point of 35,000 PSI. MaXimum
operating pressure of the pipeline shall not be b eater than 100 PSI. Licensee expressly a�rees that its under-track
installation shall be by dry bore and jack method and that no boring or exca�ation shall occur within Licensor's right-of-way,
nor shall any boring occur in the track embankment. The angle of the pipeline crossing beneath Licensor's property and
tracks shall be no less than 70°.
Construction, maintenance, operation, use and removal of the pipeline shall not endanger the safety or condition of
Licensor's property in any way, or the operation of trains or cars, and the pipeline shall be laid at a minimum depth of 26'
below the bottom of Licensor's base of rail and at a minimum depth of 6' below ground level at all other points on the right-
of-way. Excavations made on Licensor's property shall be promptly refilled by Licensee, the earth well tamped, and the
ground left in the same condition as before laying of the pipeline.
The pipeline shall be maintained so as to prevent the escape of its contents being conveyed. Connections or valves
shall not be placed in the pipeline nearer than forly feet (40') from the center of Licensor's nearest track. Further, the pipeline
and its operation and use, shall comply with any and all applicable governmental laws, rules, and regulations. The parties
hereby incorporate the requirements of 41 C.F.R. §§ 60-1.4(a)(7), 60-250.5, 60-741.5, and 29 C.F. R. part 470, relating to
equal employment opportunity, if applicable. If required by Licensor, gates and check valves shall be placed in convenient
locations. Licensee agrees that no hydrostatic pressure testing shall be allowed unless the carrier pipe has been encased in
a steel casing meeting Licensor and AREMA specifications.
Construction, maintenance, operation, use and removal of the pipeline shall not endanger the safety or condition of
Licensor's employees or property in any way, or the operation of trains or cars. The location of the pipeline shall be marked,
with markers maintained and plainly visible at the right-of-way lines.
3. Licensee shall promptly make necessary repairs to the pipeline,�and, in the event of Licensee's failure to do
so, repairs may be made by Licensor at Licensee's expense, which cost Licensee expressly a�ees to pay upon presentation of
the bill.
- Page 1 of 5 -
JLL Reference No. 12-1537
Should Licensor at any time decide a change in the location or other changes in the pipeline are desirable, Licensee
will at its cost make the changes at Licensor's request, and, upon the failure of Licensee to do so, Licensor may make such
changes at Licensee's expense, which expense Licensee expressly a�ees to pay upon receipt of the bill.
Should Licensor's work require this waterline be relocated due to bridge and/or track work and/or expansion,
Licensee expressly a�ees to pay cost of relocation upon presentation of the bill of said waterline to Licensor at Licensee's
sole cost and expense.
LICENSEE HEREBY ASSUMES ANY AND ALL RISKS ARISING OUT OF, INCIDENT TO, OR IN ANY
WAY CONN�CTED WITH THE CONSTRUCTION, MAINTENANCE, OPERATION, USE OR REMOVAL OF
THE PIPELINE. IN CONSIDERATION OF THE PRIVILEGES HEREIN GRANTED, LICENSEE, TO THE
FULLEST EXTENT PERNIITTED BY LAW, EXPRESSLY AGREES TO INDEMN�'Y AND SAVE �1FtM�.ESS
LICENSOR AND ANY OTHER RAILWAY COMPAN�S OPERATING OVER OR USING THE TRACKS OF
LICENSOR, ITS OR THEIR OFFICERS, AGENTS, REPRESENTATIVES, CONTRACTORS, SERVANTS AND
EMPLOYEES, SUCCESSORS AND ASSIGNS, AS THE CASE MAY BE, FROM AND AGAINST ANY AND ALL
ACTIONS, PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, OUTLAYS, DAMAGES, LIABILITIES AND
EXPENSES (WFIETHER ARISING IN OR BASED UPON TORT, CONTRACT, STRICT LIASILITY, OR
OTI�RWISE) INCLUDING ATTORNEYS' FEES, WHICH MAY BE INCURRED ON ACCOUNT OF INJURY
TO OR DEATH OF ANY PERSON WHOMSOEVER, OR LOSS OF OR DAMAGE TO ANY PROPERTY IN
ANY WAY, DIRECTLY OR INDIRECTLY, RESULTING FROM, ARISING OUT OF, OR CONN�CTED WITH
TH� CONSTRUCTION, MAINTENANCE, OPERATION, USE OR REMOVAL OF THE PII'ELINE BY
LICENSEE OR BY ANYONE ACTING IN ITS BEHALF, ITS OR THEIR, AS THE CASE MAY BE, EXERCISE
OF OR PERFORMANCE OF OR ITS OR. THEIR FAILURE TO EXERCISE OR PERFORM ANY OF THE
RIGHTS, PRNII�EGES, DUTIES OR OBLIGATIONS GRANTED OR IlVIPOSED UNDER THE PROVISIONS
OF THIS AGREEMENT. LICENSEE, TO THE FULLEST EXTENT PERNIITTED BY LAW, AGREES TO
INDEMN�'Y AND SAVE HARMLESS LICENSOR AND OTHER RAII,WAY COMPAIVIES OPERATING
OVER OR USING THE TRACKS OF LICENSOR, ITS OR THEIl2 OFFICERS, AGENTS, REPRESENTATIVE5,
CONTRACTORS, SERVANTS AND EMPLOYEES, SUCCESSORS AND ASSIGNS FROM AND AGAINST
THEIIt OWN NEGLIGENCE, EXCEPT FOR SUCH INJURY, DEATH, LOSS OR DAMAGE WffiCH MAY BE
DUE TO THE SOLE ACTIVE NEGLIGENCE OF LICENSOR, ITS OFFICERS, AGENTS,
REPRESENTATIVES, CONTRACTORS, SERVANTS, OR EMPLOYEES. LICENSEE HEREBY RELEASES
LICENSOR AND OTHER RAILWAY COMPAN]ES OPERATING OVER THE TRACKS FROM ANY
DAMAGE TO THE PIPELINE FROM ANY CAUSE WHATSOEVER.
4. It shall be the exclusive duty and responsibility of Licensee to inspect the property subject to this Agreement
to make sure that it is safe for the entry of its employees, agents and contractors. Licensee shall advise all of its employees,
agents and contractors entering the properly of any safety hazards on the property, including, without limitation, the presence
of moving vehicles, buried cables, tripping hazards and overhead wires. Licensee shall instruct all of its employees, agents
and contractors entering the property that all persons, equipment and supplies must maintain a distance of at least twenty-five
feet (25') from the centerline of the track unless authorized by the on-site railroad flagman to be closer than twenty-five feet
(25'). Licensee shall ensure that no personnel, equipment or supplies under its control are within the cleazance point of the
track when moving railroad equipment may be seen from or heard at the property subject to this Agreement. Finally,
Licensee shall adopt, publish and enforce safety rules for its employees, agents and contractors that will be on Licensor's
right of way consistent with the requirements of this Section.
5. Rights herein b anted are personal and may not be assigned without Licensor's written consent. The
provisions of this A�-eement shall be binding upon the successors and permitted assib s of both parties.
6. Upon termination of this Agreement, Licensee shall unmediately remove the pipeline from the properiy of
Licensor and restore the property to its original state. Upon failure of Licensee to remove the pipeline and restore the
property to its original state, Licensor may remove it and restore the properry to its orib nal state at Licensee's expense,
which cost and expense Licensee agrees to pay.
- Page 2 of 5 -
JLL Reference No. 12-1537
7. Licensee shall not enter nor commence construction on or under Licensor's property or right-of-way unless
accompanied by a qualified construction observer and flagger to oversee Licensee's work on Licensor's properly or right-of-
way. Licensee will be responsible for all construction observer, flagging and mobilization costs, herein referred to as
"Services", and arranging for these necessary Services associated with the installation. To enable arrangements to oversee
for these Services that are to be performed under this Agreement, Licensee must submit a written scheduling request to
Licensor's Scheduling Agent, hereinafter referred to as"Scheduling Agent", which request is received by the Scheduling
Agent for approved Licensor qualified construction observer and flagging contractor a minimum of thirty (30) Business
Days in advance before Licensee proposes to commence work on or under Licensor's property or right-of-way. (A
"Business Day" is any day Monday through Friday which is neither a federal holiday nor a state holiday at the address of
Licensor's scheduling agent stated below.) The request must contain Licensee's name, the date of this Agreement, the
location of the work to be performed, and how many consecutive Business Days will be required for Licensee to complete
the work. Licensee's written request must be delivered to Scheduling Agent at the following location:
Mr. Thomas Faulkner
Bartlett & West, Inc.
1200 SW Executive Drive
Topeka, Kansas 66615
Office: (817) 840-1562
Fax: (817) 306-1982
Cell: (785) 215-2011
Email: thomas.faulkner@bartwest.com
Licensee will, upon receipt of an invoice from Scheduling Agent specifying in reasonable detail Scheduling
Agent's costs and expenses of providing these Services, reimburse Scheduling Agent for all of their costs and expenses of
providing an inspection, flagging and mobilization prior to installation.
Licensor's designation of a company or individual as a"qualified" flagger or flagger provider, or Scheduling Agent,
shall be construed solely as Licensor's willingness to allow said individual or entity to provide Services on Licensor's
properly or right-of-way without further proof of qualification, and shall not be construed as an endorsement or other
verification of the abilities or qualifications of said Scheduling Agent by Licensor. All flaggers or Scheduling Agents
provided herein shall be treated solely as independent contractors of Licensee, with no relationship to Licensor, for all
purposes herein. Licensee and its agents, employees and contractors will clear the tracks when directed to do so by the
flagger. The presence of the flagger will not relieve Licensee of its duty to keep all of its agents, employees and contractors
clear of the tracks when trains are in dangerous proximity to the licensed area. The actions or inactions of the flagger shall
be construed for all purposes herein as the actions or inactions of the Licensee, and shall be governed by Licensee's duties of
indemnification, and saving harmless under Section 3 of this Ageement.
If Licensee's schedulin� request fails to reach Schedulin�Agent at least thirtv (30) Business Days before
Licensee's proposed commencement of work, Licensor may refuse to allow commencement of the work on the Licensee's
proposed commencement date. If Licensor will not allow the work to proceed on Licensee's proposed commencement
date because the scheduling request did not reach Scheduling Agent in time, Licensor will inform Licensee of this fact as
promptly as possible and work with Licensee to arrange an alternative commencement date for the work.
The construction observer and flagger will remain at the site on a reasonably continuous basis to oversee the
work, and charges will accrue for each day spent awaiting the completion of the work and the installation of appropriate
signs marking where Licensee's facilities enter and leave Licensor's property and right-of-way. If installation takes
longer than contracted for with Scheduling Agent, Licensee will, upon receipt of an invoice from Scheduling Agent
specifying in reasonable detail Scheduling Agent's costs and expenses of providing the inspection, flagging and
mobilization, reimburse Scheduling Agent for all of Scheduling Agent's costs and expenses of providing an inspector,
flagger and mobilization.
Once Licensee has submitted its scheduling request to Scheduling Agent, should Licensee require a change to the
scheduled date, Licensee shall provide Scheduling Agent at least two (2) Business Days' notice prior to the requested start
-Page3of5-
JLL Reference No. 12-1537
date of the work. If Licensee fails to provide two (2) Business Days' notice of the change, Licensee shall be charged, and
agrees to pay, the daily rate, and any travel costs actually incurred, for the construction observer, flagging and mobilization for
one (1) day.
8. Licensee ab ees to pay to Licensor for the use of Licensor's right-of-way and the privilege hereby granted,
such use and privilege being expressly limited to the facilities described in Section 1 above, the one-time sum of NINE
THOUSAND THREE H[JNDRED SEVENTY FNE AND NO/100 DOLLARS ($9,375.00), due upon execution of this
Ageement.
9. The term of this A�eement shall be for a period of 10 years, beainning on the date first written above, and
will automatically renew at the end of the initial 10-year term for additional 1 year periods until cancelled by either party upon
30 days advance notice. Notwithstanding the above, either party may terminate this Agreement at any time upon 30 days
written notice.
10. Environmental Protection: Licensee shall not permit hazardous waste, hazardous substances or hazardous
materials (as those terms are defined in any federal, state or local law, rule, regulation or ordinance) on or in the area covered
by this Agreement without the written consent of Licensor.
Licensee shall at all times keep the area covered by this Agreement in a safe, clean and sanitary condition, and shall
not mutilate, damage, misuse, alter or permit waste therein. Should any discharge, leakage, spillage or emission of any
hazardous waste, hazardous substance or hazardous material or pollution of any kind occur upon, in, into, under or from the
area covered by this A�-eement due to Licensee's use and occupancy thereof, Licensee, at its sole cost and expense, shall
clean all property affected thereby, to the satisfaction of Licensor and any governmenta.l body having jurisdiction thereover.
Licensee shall comply with all applicable ordinances, rules, regulations, requirements and laws whatsoever
including (by way of illustration only and not by way of limitation) any governmental authority or court controlling
environmental standards and conditions on the premises and shall furnish satisfactory evidence of such compliance upon
request by Licensor. IF, AS A RESULT OF LICENSEE'S OPERATION HEREiTNDER, ANY SUCH ORDINANCE,
RULE, REGULATION, REQUIltEMENT, DECREE, CONSENT DECREE, JUDGMENT, PERNIIT OR LAW IS
VIOLATED, OR IF, AS A RESULT OF ANY ACTION BY LICENSEE, ANY HAZARDOUS OR TOXIC WASTE,
MATERIALS OR SUBSTANCES SHOULD ENTER OR OTHERWISE AFFECT ANY PART OF THE AREA
COVERED BY THIS AGREEMENT (INCLUDING SURFACE, SUBSURFACE, AIRBORN� AND/OR GROUND
CONTANIINATIOI�, LICENSEE SHALL INDEMNII`Y AND SAVE N�tMT-ESS LICENSOR FROM AND
AGAINST ANY PENALTIES, FINES, COSTS, RESPONSE, REMEDIAL, REMOVAL AND CLEAN-UP COSTS,
CORRECTNE ACTION, NATURAL RESOURCE DAMAGE AND DAMAGES AND EXPENSES OF ANY
OTHER NATURE WHATSOEVER, INCLUDING LEGAL FEES AND COURT COSTS, IlVIPOSED UPON OR
INCURRED BY LICENSOR, CAUSED BY, RESULTING FROM OR IN CONNECTION WITH SUCH
VIOLATION OR VIOLATIONS.
FOR THE PURPOSES OF TffiS ENVIRONMENTAL PROTECTION SECTION, LICENSEE AGREES
TO INDEMNNIF"Y AND SAVE �1�tlVII,ESS LICENSOR FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, ACTIONS, LIABILTTY, RESPONSIBILITY AND CAUSES OF ACTION (WHETHER ARISING IN
OR OUT OF TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) ASSERTED AGAINST THEM FOR
DEATH, INJURY, LOSS OR DAMAGE RESULTING TO LICENSOR'S EMPLOYEES OR PROPERTY, OR TO
LICENSEE OR LICENSEE'S EMPLOYEES OR PROPERTY, OR TO ANY OTHER PERSONS OR THEIR
PROPERT`Y, AND FOR ALL PENALTIES, FINES, COSTS, RESPONSE, REMOVAL, REMEDIAL AND CLEAN
UP COSTS, CORRECTIVE ACTION, NATURAL RESOURCE DAMAGE AND DAMAGES AND EXPENSES OF
ANY OTHER NATURE WHATSOEVER, INCLUDING LEGAL FEES AND COURT COSTS, ARISING FROM,
RELATED TO OR HAPPENING IN CONNECTION WITH THE USE OF TI� AREA COVERED SY THIS
AGREEMENT BY LICENSEE AND ITS AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES AND
CONTRACTORS.
- Page 4 of 5 -
JLL Reference No. 12-1537
FOR THE PURPOSES OF THIS ENVIl20NMENTAL PROTECTION SECTION, LICENSEE FURTHER
AGREES THAT ITS OBLIGATION OF INDENINIFICATION AND SAVING NARMT,ESS HEREUNDER
SHALL BE STRICT AND ABSOLUTE AND SHALL REMAIN IN FULL EFFECT Il2RESPECTIVE OF ANY
NEGLIGENCE ON THE PART OF LICENSOR.
11. So long as this Agreement is in effect Licensee agrees to maintain comprehensive general liability and
contractual liability insurance that covers Licensee's maacimum potential liability under the Texas Tort Claims Act.
Licensee may discharge this obligation through a self-insurance, self-retention program that satisfies all applicable laws,
rules and regulations.
12. Licensee agrees to furnish Licensor with a certified copy of resolution or ordinance adopted by the City of
Denton, Texas, authorizing the Mayor and City Clerk to execute this contract on behalf of the City.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in triplicate by their
authorized representatives as of the date first above written.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
:
Title:
Date:
CITY OF DENTON, TEXAS
By:
Title:
Date:
Attest:
- Page 5 of 5 -
I �� : �
Location Map
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2
3
4
5
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7
8
9
10
11
12
13
14
15
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18
19
20
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� �
DRAFT MINUTES
PUBLIC UTILITIES BOARD
October 22, 2012
After determining that a quonim of the Public Utilities Board of the City of Denton, Texas is
present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on
Monday, October 22, 2012 at 9:01 a.m. in the Service Center Training Room, City of Denton
Service Center, 901-A Texas Street, Denton, Texas.
Present: Chairman Dick Smith, Vice Chair Billy Cheek, Phi1 Gallivan (9:05),
Barbara Russell, Leonard Herring, Randy Robinson and Li1ia Bynum
Ex Officio Members: Howard Martin, ACM Utilities
OPEN MEETING:
CONSENT AGENDA:
5) Consider recommendation of an ordinance authorizing the City Manager of the City of
Denton, Texas, or his designee, to execute for and on behalf of the City a Pipeline Crossing
Agreement, by and between the City of Denton, Texas, and the Kansas City Southern
Railway Company, relating to the constniction, maintenance and operation of a water
pipeline within the railroad right-of-way, located immediately south of said railroad right-of-
way's intersection with US Highway 380 at Mile Post: 105.88, Alliance Subdivision within
the County and City of Denton, Texas; authorizing the expenditure of funds therefor; and
providing an Effective Date.
This item was pulled by Board Member Russell for further questions. Russell aslced if this is for
a larger pipeline. Tim Fisher, Water Utilities Division Manager, answered it is and is for the
Hwy 380 expansion for the railroad system.
A motion to approve item 5 was made by Board Member Russell with a second by
Board Member Robinson. The vote was 7-0.
Adj ournment 10:14am
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Police
ACM: Jon Fortune
SUBJECT
Consider adoption of an ordinance of the City of Denton authorizing an agreement between the
City of Denton, Texas and the Children's Advocacy Center for Denton County, Incorporated in
the amount of $101,210; providing aid to the City of Denton Police Department in the
investigation of child abuse cases; providing client and clinical services to victims of child abuse
and non-offending family members; providing for the expenditure of funds therefor; and
providing for an effective date.
BACKGROUND
The Children's Advocacy Center for Denton County (CACDC) is a non-profit agency that assists
the Denton Police Department with the investigation and prosecution of child abuse cases in
Denton County. CACDC uses a team approach to consolidate law enforcement, Child Protective
Services, prosecutors, therapists and volunteers in one location which helps to minimize the
trauma experienced by victims of child abuse. CACDC also provides free counseling services to
abused children and their family members. This collaborative approach has become the gold
standard for investigating child abuse. The CACDC does not bill law enforcement for its
services, but rather malces an annual request that participating municipalities consider allocating
their "fair share" of funding based on the percentage of CACDC services received.
On September 11, 2012, as part of the 2012-13 budget process, the Denton City Council formally
approved an allocation of $101,210 which was an amount equal to the "fair share" calculation
provided by CACDC for fiscal year 2012-13. This amount exceeds $100,000 therefore Council
is required to consider an ordinance approving the annual contract between CACDC and the
Denton Police Department.
RECOMMENDATION
Staff recommends that Council approve the ordinance as written.
PRIOR ACTION/REVIEW
On September 11, 2012 City Council formally approved an allocation of $101,210 as part of the
2012-13 budget process.
Agenda Information Sheet
November 6, 2012
Page 2
FISCAL IMPACT
Subject to this Agreement the funds were allocated as part of the fiscal year 2012-13 budget
process. The funds will continue to be administered by the Denton Police Department.
Respectfully submitted,
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��� ���I��,���� �,
Lee Howell
Chief of Police
Prepared by:
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Tf�E1KF.,F()��G; A1w1[7 PI2.()VIDINC� F(7R Al'�1 L;FF �=;C�I"IVE I7�TE;.
WI �E'R.EAS, t��e Childreta's Advc7cacy C"enter for I7�;ntar� C'c��rnty, incarpc�ratec�, a 7,exas ncan-
�rofii cc,r��c7rati��z�, (`the "Or��;anizwttion") ��i�s �the� C".ity o�� I7��nto�n I�'c5licc� D�partm�;r�t c7f' inves�ti�a�tic�rz
c7t" chilci ab��se cases and prc�vides c(ierYt ancl clinical servic�,s ta victims c�f' child a��use and r�an-
c�ffenciit�g fan�rilies men7�ers fr�ry� tt7e city r�f [7enton, Texas (the "fi'rcagram"); an�
WH�aRk;AS, tlYe Or�?a�xilatic>�» and tl�e C:�i�ty af I7entat� dcsir� t�7 ��nt�r intcr az� a�rc�e��n�;�nt t�
provide fartfte cantirr�.N�nce o#'the Pr��ram whickx a�reeanent is su�stanti�lly in the saane fi�rm 4�s the
a��r�ern�,�7t at�tacl�e:d hcret� ancl mncle a�art h�;reaf k7y r�,�f4r�r�c� (the "P'tizl��ic Service A�ree;�n�,r�t");
ancl
WiI1;IZ.�AS, the I'rc��,ram is � part c�f.' t�17e C;�i�t�y's cc�mnz�iz�ity c�evel�a�ament prc�gra�rn as
autl�crrized by Chapter 373 c�fi` t}7e I:.,c�cal Governn�ent C<,d�, and it helps tc> elirninate cot�c�i:tic�ns
d�irumerrt�al tc� ih�; public f�calth arxd safi�ty by proviciing appc7rt��.rniti�;s �n� servic�s ta low ta
mc7derate pE;rsc7ns in L7enton that wr�uld otl7erwise not be availak�le; and
WHER:FaAS, tl�e Pre>�,ram ar�cl tl�e I'ublic �iervice A�reetner�t are �ZUC,�ssary ta pres�;rv�, anc�
�ratect tlte }�ublic }�ealth ar�c� safety of the C�ity's residents by helping tc7 insuc•e th��t assistance is
prav�idec� to a�icl �in th� inves�tigatia�n c�f chilcl abusc� case;s �nci that victir�7s c�t' c}7ild ��ruse ancl nal�-
affer►din� famili�;s tr�embers have adequate client and clinical se��vices; ancl
WE-IE;I�EA�i, C'ity C�c�u»cil fit�ds t�7at iftile I'rogi°am and the Public Service f1.�re�;rnentare nc7t
available, f4zmilrc;s would b�, at ris� of turt}atr a�ruse �nd tr���►ma, therek�y creat"rng a su:bstantiaC health
and safety ri�1� fc�i� citizens af C7enton; and
WI-1ERC;AS, the 1'rca�rar�� is scrpervised and aciministwred i�y prafessic�t�al perscanr�el which
ntar��tain licenses as co�u�sel��rs or sc�cial wc�rkers; and
W1il-;E�.l��t��", City C;c�unc�il tinc�s t�l�a�t tl�e; I'ulslic S�;rvice A�re�,n�ent� �nc3 tlx� exp4�nclitures
provic�ecl f'or in the A�ree�nent ar�; exei�lpt from cc�m�ctitive bidc�in�; �ts � prac;uretnent necr;ssary tc�
pr�:s�:rv� ���r prc�tect th�; �u�rlic he;alth u�r s�.fe;ty� <�f ttz�; C:'ity's r�sicl�nls uz7c�er �"ecti�arr 252.(�22(��)(�) c7fl
th�; I:�c7cal CTE>v�rn�nezxt Cc�d�; 4���cf as a�.7�r���;��run�et�t �I�c�r prc>f�;�sic�nat s�rvices u��c��r S�ctic�rx
252.()22(a)(4) of tf�e l:,oca1 C;c.�ve�~��ment C"c>de; r�n�i.
WF�IEIt�A�, tl�� C�it�y C�c>��rrcil �af tl7e Cit�y 47i�"L7���t�c�n 17erehy �nds that� t(7e F�rc��racn 4�nci tl��
F'�,rblic Se�rvicc� Agl-eelne�xt se:rv�; ii~n����rtant n7�irlici�al G�nc� p���li�; p�rr�7c��cs �znc� are in tl�e p�iblic
i��terest; 1�I(7W, �I'1-1LFZ.�'}i(7RE?,
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S�'C"1�'I(71�1 1. �T'h� �l:ind"rt��s se�t �f�c�rt�lx i�n th� �r�;w�m%l� c7f'this c�r•din�z�c� are ir�cc�r•�por•at�ci by
reference intc> the bady oftl�is ordina7�ce as iffully sc,t forth herei�l.
S��C,TIC7N '�. 7�'hc� C;ity Man��ex•, ��r I�i:� c��si��n�e, is he�r�;by ��uthoriz��d t�� ��ecut�e� �th� Public
Service �greeme��t s�nd tc� carry c7ut the duties anc� responsibilities c]f the City tencler the ['ublic
S�;rvice ��ree�nent, incl�ac�i��� tlxe e�penditure of fiut�ds as prov'rded in the Public A�reement.
SI;C'I"I(JN 3. �I"hi�; c7rc�inanc;� sh�ll k��������7�� ei'�icctiv�; i�mr�ediate�ly �,�pun its pa�sage a�7�
a�prc7v�,�1.
PASSE[7 A:NI� APE'FtOVI:;D this the d�y c�f , 2012.
��rT�:s�r.
.IFNNIFER WAL'I'EEZ�, C[TY S�'C�Ft[1'I"ARY
F3Y:
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Solid Waste
ACM: Jon Fortune �
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager,
or his designee, to execute a Contract of Sale (herein so called), as attached hereto and made a
part hereof as Exhibit "A", by and between the City of Denton (the "City"), and Unified Aircraft
Service, Inc., a California Corporation (the "Seller"), contemplating the sale by Seller and
purchase by City of a 5.140 acre tract of land more or less, being generally located in the 650
block of Mayhill Road and lcnown as Lot 1, Block A, of Mayhill Road Addition, an Addition to
the Extraterritorial Jurisdiction of the City of Denton, Denton County, Texas (the "Property
Interests"); for the purchase price of Two Million Seven Hundred Ninety Five Thousand Dollars
and No/100 dollars ($2,795,000.00); authorizing the City Manager, or his designee, to execute
and deliver any and all other documents necessary to accomplish closing of the transaction
contemplated by the contract of sale; authorizing the expenditure of funds therefor; authorizing,
to the extent applicable, relocation expenditures; and providing an effective date.
BACKGROUND
This tract is necessary to provide additional land for future solid waste operations. The subject
land acquisition is included as part of the Solid Waste Department's overall strategic plan.
Integra Realty Resources provided a real estate appraisal report in regard to the Unified Aircraft
Service property tract. The City made an Initial Offer to purchase the Property Interests
(Ordinance No. 2012-262), which was passed and approved by the City Council on October 2,
2012, based on the findings in that appraisal. An offer to purchase and the appraisal was
submitted to the Seller on October 12, 2012, the Seller has recently submitted a counter offer in
the amount of $2,795,OOO.00
OPTIONS
1. Approve the proposed Ordinance.
2. Decline to approve the proposed Ordinance.
3. Table for funire consideration.
RECOMMENDATION
Recommend approval of the Ordinance.
Agenda Information Sheet
November 6, 2012
Page 2
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
PUB Meeting - January 23, 2012
City Council Meeting - Febniary 7, 2012
PUB Meeting - September 24, 2012
PUB Meeting - September 24, 2012
City Council Meeting - October 2, 2012
FISCAL INFORMATION
The acquisition will be funded from Solid Waste Long Term Bonds in the amount of the
purchase price $2,795,000.00 plus transaction closing costs.
EXHIBITS
1. Location Map
2. Ordinance
Respectfully submitted,
�? � � ��~-�
Vance Kemler, General Manager
Solid Waste and Recycling Department
Prepared by,
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Pamela England,
Real Estate Specialist
Legend Denton Municipal Landfill Proposed Acquisition -
SITE N
Unified Aircraft Services Inc „��� eQF
IIII Parcels 270 135 0 270 Feet s '� N' �
Streets �.°.�. �
s:llegallour documenEslordinances1121unified aircraft contract ofsale OI'd.dOC
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER, 4R HIS DESIGNEE, TO EXECUTE A CONTRACT OF SALE {HEREIN S4
CALLED), AS ATTACHED HERETD AND MADE A PART HEREOF AS EXHIBIT "A", BY
AND BETWEEN THE CITY OF DENTON (THE "CITY"}, AND UNIFIED AIRCRAFT
SERVICE, INC., A CALIFORNIA CORP�RATION (THE "SELLER"), CONTEMPLATING
THE SALE BY SELLER AND PURCHASE BY CITY OF A 5.140 ACRE TR.ACT OF LAND,
MORE OR LESS, BEING GENERALLY LOCATED IN THE 650 BLOCK OF MAYHILL
ROAD AND KNOWN AS L�T 1, BL�CK A, OF MAYHILL ROAD ADDITION, AN
ADDITION TO THE EXTRATERRITOR�AL TURISDICTION OF THE CiTY OF DENTON,
DENTON C�UNTY, TEXAS (THE "PROPERTY INTERESTS"}; FOR THE PURCHASE
PRICE OF TWO MILLION SEVEN HUNDRED NINETY FIVE THOUSAND AND NO/l0U
DOLLARS ($2,795,000.00); AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE,
TO EXECUTE AND DELTVER ANY AND ALL �THER DOCUMENTS NECESSARY TO
ACCOMPLISH CLOSING OF THE TRANSACTION C4NTEMPLATED BY THE
CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
AUTHORIZING, TO THE EXTENT APPLICABLE, RELOCATION EXPENDITURES; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City made an Initial Offer {herein so called) to purchase the Property
Interests, pursuant to Ordinance No. 2012-262, passed and approved by the City Council af the
City of Denton on October 2, 2012;
WHEREAS, Seller has made a counteroffer to the Initial �ffer of City;
WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to
agree to same; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAFNS:
SECTION 1. Tk�e City Manager, or his designee, is hereby autharized to execute (i} the
Contract of Sale, by and between the City of Denton, as buyer and Unified Aircraft Services,
Inc., as seller, in the farm attached hereto and made a part hereof as Exhibit "A", with a purchase
price of $2,795,000.00, plus certain casts as prescribed in the Contract of Sale; az�d (ii) any and
alI other documents necessary for ciosing the transaction contemplated by the Contract of Sale.
SECTION 2. The City Manager is hereby authorized to make expenditures (i) in
accordance with the terms set forth in the Contract of Sale; and (ii) ta the extent applicable,
Ordinance No. 2012-073, dated Apri� 17, 2012, pertaining to relocation related expenses and
advisory services.
SECTION 3. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons ar circumstances, is held invalid or
unconstitutiona� by a court of cornpetent jurisdiction, such halding shall not affect the validity af
the remaining portions of this ardinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTI�N 4. This ordinance shall become effective immediately upan its passage and
approva�.
PASSED AND APFROVED this the day of , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
w
BY:
2
MARK A. BURROUGHS, MAYOR
s:\legal\our documents\contracts\12\unified aircraft service inc offer to purchase k of sale 2.doc
STATE OF TEXAS §
COUNTY OF DENTON §
EXHIBIT "A"
to
Ordinance
CONTRACT OF SALE
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE
THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT
REGARDING THE CITY OF DENTON'S ACQUISITION OF THE
PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR
AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR
AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
This Contract of Sale (the "Contract") is made this day of
, 2012, effective as of the date of execution hereof by Seller, as
defined herein (the "Effective Date"), by and between Unified Aircraft Service, Inc., a
California corporation (referred to herein as "Seller") and the City of Denton, Texas, a
Home Rule Municipal Corporation of Denton County, Texas (referred to herein as
"Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land being more particularly
described on Exhibit "A", attached hereto and made a part hereof for all purposes, being
located in Denton County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
the Land, together with any and all rights or interests of Seller in and to adjacent streets,
alleys and rights of way and together with all and singular the improvements and fixtures
thereon and all other rights and appurtenances to the Land (collectively, the "Property").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and
provisions herein contained, and subject to the reservatibns herein, Seller agrees to sell
and convey to Buyer, and Buyer agrees to purchase from Seller, the Property.
Seller, subject to the limitation of such reservation made herein, shall reserve, for
itself, its, successors and assigns all oil, gas and other minerals in, on and under and that
may be produced from the Property. Seller, its successors and assigns shall not have the
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right to use or access the surface of the Property, in any way, manner or form, in
connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration and/or production of the oil, gas and other minerals reserved herein, including
without limitation, use or access of the surface of the Property for the location of any well
or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanlcs or tanlc batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subj acent or lateral support for any surface facilities or
well bores, or any other infrastructure or improvement of any kind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related to the
exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated
hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining
or other exploration and/or production method, operation, process or procedure would
consume, deplete or destroy the surface of the Property; and (ii) all substances which are
at or near the surface of the Property. The intent of the parties hereto is that the meaning
of the term "minerals" as utilized herein, shall be in accordance with that set forth in
Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the
surface of the earth to a depth of iive hundred feet (500') below the surface of the earth
and all areas above the surface of the earth.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the
sum of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the
"Purchase Price").
2.02 Earnest Money. Buyer shall deposit the sum of Fifty Thousand and No/100
Dollars ($50,000.00), as Earnest Money (herein so called) with Title Resources, LLC, 525
South Loop 288 , Suite 125, Denton, Texas, 76205, (the "Title Company"), as escrow
agent, within fourteen (14) calendar days of the Effective Date hereo£ All interest earned
thereon shall become part of the Earnest Money and shall be applied or disposed of in the
same manner as the original Earnest Money deposit, as provided in this Contract. If the
purchase contemplated hereunder is consummated in accordance with the terms and the
provisions hereof, the Earnest Money, together with all interest earned thereon, shall be
applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the
interest accrued thereon, shall be disposed of by the Title Company as provided in this
Contract.
2.03 Independent Contract Consideration. Within fourteen (14) calendar days after
the Effective Date, Buyer shall deliver to the Title Company, payable to and for the
benefit of Seller, a checic in the amount of One Hundred and No/100 Dollars ($100.00�
(the "Independent Contract Consideration"), which amount the parties hereby
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acknowledge and agree has been bargained for and agreed to as consideration for Seller's
execution and delivery of the Contract. The Independent Contract Consideration is in
addition to, and independent of any other consideration or payment provided in this
Contract, is non-refundable, and shall be retained by Seller notwithstanding any other
provision of this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be
furnished to Buyer a current Commitment for Title Insurance (the "Title
Commitment") for the Property, issued by Title Company. The Title
Commitment shall set forth the state of title to the Property, including a list of
liens, mortgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditions, restrictions,
options, severed mineral or royalty interests, conditional sales contracts, rights of
first refusal, restrictive covenants, exceptions, easements (temporary or
permanent), rights-of-way, encroachments, or any other outstanding claims,
interests, estates or equities of any nature (each of which are referred to herein as
an "Exception").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to
Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments
that create or evidence Exceptions (the `Bxception Documents"), including those
described in the Title Commitment as exceptions to which the conveyance will be
subject and/or which are required to be released or cured at or prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause to be prepared at Buyer's expense, a current on the ground survey of the Property
(the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by
Buyer and shall include the matters prescribed by Buyer, which may include but not be
limited to, a depiction of the location of all roads, streets, easements and rights of way,
both on and adjoining the Property, water courses, 100 year flood plain, fences and
improvements and structures of any lcind. The Survey shall describe the size of the
Property, in acres, and contain a metes and bounds description thereo£ Seller shall
furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions
as required by the Title Company in order to amend the survey exception as required by
Section 3.05, below. The description of the Property as set forth in the Survey, at the
Buyer's election, shall be used to describe the Property in the deed to convey the Property
to Buyer and shall be the description set forth in the Title Policy.
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall
have a period of fifteen (15) calendar days (the "Title Review Period") commencing with
the day Buyer receives the last of the Title Commitment, the Survey, and the Exception
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Documents, in which to give written notice to Seller, specifying Buyer's objections to
one or more of the items ("Objections"), if any. All items set forth in the Schedule C of
the Title Commitment, and all other items set forth in the Title Commitment which are
required to be released or otherwise satisiied at or prior to Closing, shall be deemed to be
Objections without any action by Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall,
within twenty (20) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in
writing of the Objections that Seller cannot or will not satisfy at Seller's expense.
Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure
those Objections or Exceptions that have been voluntarily placed on or against the
Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any
Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day
period, and if Buyer does not agree in writing to an extension of that period, said
extension to not exceed an additional thirty (30) calendar days, then Buyer has the option
of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
prior to Closing, in which event those Objections shall become Permitted
Exceptions (herein so called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving bacic
the Earnest Money, in which latter event Seller and Buyer shall have no further
obligations, one to the other, with respect to the subject matter of this Contract.
3.04.A Additional Title Commitment. Due to the fact that the effective period of the
Title Commitment shall expire prior to Closing, Seller shall cause to be furnished to
Buyer, no earlier than ninety one (91) calendar days after the Effective Date and no later
than one hundred ten (110) calendar days after the Effective Date, a Title Commitment
("Updated Commitment"), in the form of the Title Commitment prescribed by Section
3.01, above. Buyer shall have fifteen (15) calendar days to review and provide
Objections, if any, to the items in the Updated Commitment in the same manner as
prescribed by Section 3.03 related to the Title Commitment. All time periods related to
review and cure of the Objections, waiver of uncured Objections and termination of this
Contract, as set forth in this Article III, shall be applicable to the Objections by Buyer to
the Updated Commitment, if any, and Closing shall be so extended to accommodate such
review and cure period.
3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a
standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to
Buyer. The Title Policy shall be issued by the Title Company, in the amount of the
Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property,
subject only to the Permitted Exceptions. The Title Policy may contain only the
Permitted Exceptions and shall contain no other exceptions to title, with the standard
printed or common exceptions amended or deleted as follows:
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(a) survey exception must be amended if required by Buyer to read "shortages in
area" only (although Schedule C of the Title Commitment may condition
amendment on the presentation of an acceptable survey and payment, to be borne
solely by Buyer, of any required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to
that effect (although reference may be made to any specific easement or use
shown on the Survey, if a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession";
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term or provision of this Contract notwithstanding, the
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, during the period commencing with
the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the
"Absolute Review Period"), based on such tests, examinations, studies, investigations and
inspections of the Property the Buyer deems necessary or desirable, including but not
limited to studies or inspections to determine the existence of any environmental hazards
or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for
Buyer's purposes. Buyer is granted the right to conduct engineering studies of the
Property, and to conduct a physical inspection of the Property, including inspections that
invade the surface and subsurface of the Property. If Buyer determines, in its sole
judgment, that the Property is not suitable, for any reason, for Buyer's intended use or
purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as
reasonably practicable, but in any event prior to the expiration of the Absolute Review
Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor
Seller shall have any further duties or obligations hereunder. In the event Buyer elects to
terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will
provide to Seller copies of (i) any and all non-confidential and non-privileged reports and
studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey.
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consummate the sale and purchase of the Property in accordance with the
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terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective
Date and as of the Closing Date, except where specific reference is made to another date,
that:
(a) The descriptive information concerning the Property set forth in this Contract is
complete, accurate, true and correct.
(b) There are no adverse or other parties in possession of the Property or any part
thereof, and no party has been granted any license, lease or other right related to
the use or possession of the Property, or any part thereof, except those described
in the Leases, as deiined in Article V, Section 5.02(a).
(c) The Seller has good and marlcetable fee simple title to the Property, subject only
to the Permitted Exceptions.
(d) The Seller has the full right, power, and authority to sell and convey the Property
as provided in this Contract and to carry out Seller's obligations hereunder.
(e) The Seller has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other persons against or
affecting the Property.
(� The Seller has disclosed to Buyer in writing of any and all facts and
circumstances relating to the physical condition of the Property that may
materially and adversely affect the Property and operation or intended operation
thereof, or any portion thereof, of which Seller has lcnowledge.
(g) The Seller has paid all real estate and personal property taxes, assessments,
excises, and levies that are presently due, if any, which are against or are related
to the Property, or will be due as of the Closing, and the Property will be subject
to no such liens.
(h) Seller has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate brolcer commissions or
finder's fee or other fees payable to any other party with respect to the
transactions contemplated by this Contract.
(i) To the best of Seller's knowledge, there has not occurred the disposal or release
of any Hazardous Substance to, on or from the Property.
As used in this Contract, "Hazardous Substance" means and includes all
hazardous and toxic substances, waste or materials, chemicals, and any pollutant
or contaminant, including without limitation, PCB's, asbestos, asbestos-
containing material, petroleum products and raw materials, that are included
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under or regulated by any Environmental Law or that would or may pose a health,
safety or environmental hazard.
As used in this Contract, "Environmental Law" means and includes all federal,
state, and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et
seq.), as amended by the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as
amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state
superlien and environmental clean-up statutes and all rules and regulations
presently or hereafter promulgated under or related to said statutes, as amended.
(j) All Leases, as defined in Article V, Section 5.02(a), shall have expired or
otherwise terminated and, subject to applicable law and the Relocation Ordinance,
as defined below, any and all tenants or parties occupying the Property pursuant
to the Leases shall have permanently abandoned and vacated the Property on or
before the date of Closing.
(lc) The Seller is not a"foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date,
Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the
Property, true, correct, and complete copies of the following:
(i) All lease agreements and/or occupancy agreements and/or licenses of any
kind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereo� relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments thereto (the "Leases").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments thereto,
with respect to the Property that Seller possesses or has the right to
receive.
(b) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall:
(i) Not enter into any written or oral contract, lease, easement or right of way
agreement, conveyance or any other agreement of any lcind with respect
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to, or affecting, the Property that will not be fully performed on or before
the Closing or would be binding on Buyer or the Property after the date of
Closing,
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing concerning or affecting the Property.
(iii) Not take, or omit to take, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or
to the Property, or create, grant or permit to be attached or perfected, any
lien, encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law,
from all loss, liability, and expense, including, without limitation, reasonable
attorneys' fees, arising or incurred as a result of any liens or claims resulting from
labor or materials furnished to the Property under any written or oral contracts
arising or entered into prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warranties, covenants and agreements of Seller
contained in this Contract shall survive the Closing, and shall not, in any circumstance,
be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a).
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, all of the following shall have
occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in
Article III, all of Buyer's objections made in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Seller contained in this Contract are true and
correct or have been performed, as applicable, as of the Closing Date, except where
specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the
date of Closing, any portion of the 1'roperty has been condemned by an entity other than
Buyer, or is the subject of condemnation, eminent domain, or other material proceeding
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initiated by an entity other than Buyer, or the Property, or any part thereof, has been
materially or adversely impaired in any manner.
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined
that the Property is unsuitable to or for Buyer's purposes.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the conditions precedent to the performance of Buyer's obligations under this Contract
have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall talce place in the
offices of the Title Company and shall be accomplished through an escrow to be
established with the Title Company, as escrowee. The Closing Date (herein sometimes
called), shall be one hundred and eighty (180) calendar days after the Effective Date,
unless otherwise mutually agreed upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or
the Title Company, at the expense of the party designated herein, the following
items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Exhibit "B", subject only to the Permitted Exceptions, if any, duly
executed by Seller and acicnowledged;
(iii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
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(b) Buyer, At the Closing, Buyer shall deliver to Seller or the Title Company, the
following items:
(i) The sum required by Article II, Section 2.01, less the Earnest Money and
interest earned thereon, in the form of a check or cashier's checic or other
immediately available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in
this Contract and without limiting the general application of the provisions of Section
5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing.
The following item shall be adjusted or prorated between Seller and Buyer with respect to
the Property:
(a) Ad valorem taxes relating to the Property for the calendar year in which the
Closing shall occur shall be prorated between Seller and Buyer as of the Closing
Date. If the actual amount of taxes for the calendar year in which the Closing
shall occur is not known as of the Closing Date, the proration at Closing shall be
based on the amount of taxes due and payable with respect to the Property for the
preceding calendar year. As soon as the amount of taxes levied against the
Property for the calendar year in which Closing shall occur is lcnown, Seller and
Buyer shall readjust in cash the amount of taxes to be paid by each party with the
result that Seller shall pay for those taxes attributable to the period of time prior to
the Closing (including, but not limited to, subsequent assessments for prior years
due to change of land usage or ownership occurring prior to the date of Closing)
and Buyer shall pay for those taxes attributable to the period of time commencing
with the Closing Date.
7.04 Possession at Closing. Possession of the Property, subject to the Relocation
Ordinance, shall be delivered to Buyer at Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, costs and
expenses identified herein as being the responsibility of Buyer. If the responsibility for
such costs or expenses associated with closing the transaction contemplated by this
Contract are not identified herein, such costs or expenses shall be allocated between the
parties in the customary manner for closings of real property similar to the Property in
Denton County, Texas.
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ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of
any one or more of the following events:
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement,
condition precedent or obligation on Seller's part required within the time
limits and in the manner required in this Contract; or
(iii) Seller fails to deliver at Closing, the items specified in Article VII,
Section 7.02(a) of this Contract for any reason other than a default by
Buyer or termination of this Contract by Buyer pursuant to the terms
hereof prior to Closing.
(b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies for the default, may, at Buyer's sole option, do any of
the following:
(i) Terminate this Contract by written notice delivered to Seller in which
event the Buyer shall be entitled to a return of the Earnest Money, and
Seller shall, promptly on written request from Buyer, execute and deliver
any documents necessary to cause the Title Company to return to Buyer
the Earnest Money;
(ii) Enforce specific performance of this Contract against Seller, requiring
Seller to convey the Property to Buyer subject to no liens, encumbrances,
exceptions, and conditions other than those shown on the Title
Commitment, whereupon Buyer shall waive title objections, if any, and
accept such title without reduction in Purchase Price on account of title
defects and shall be entitled to assert any rights for damages based on
Seller's representations, warranties and obligations that are not waived by
Buyer by its acceptance of Seller's title; and
(iii) Seelc other recourse or relief as may be available to Buyer at or by law,
equity, contract or otherwise.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver
at Closing, the items speciiied in Article VII, Section 7.02(b) of this Contract for
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any reason other than a default by Seller under this Contract or termination of this
Contract by Buyer pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's
sole and exclusive remedies for the default, may, at Seller's sole option, do either
one of the following:
(i) Terminate this Contract by written notice delivered to Buyer in which
event the Seller shall be entitled to a return of the Earnest Money, and
Buyer shall, promptly on written request from Seller, execute and deliver
any documents necessary to cause the Title Company to return to Seller
the Earnest Money; or
(ii) Enforce speciiic performance of this Contract against Buyer.
ARTICLE IX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required
hereunder shall be in writing, delivered, unless expressly provided otherwise in this
Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be
deemed to be delivered and received, upon the earlier to occur of (a) the date provided if
provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a
regularly maintained receptacle for the United States Mail, registered or certified, return
receipt requested, postage prepaid, addressed as follows:
SELLER:
Unified Aircraft Service, Inc.
Telecopy
Copies to:
For Seller:
Telecopy:
BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
For Bu.�
Richard Casner, Deputy City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
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9A2 Governing Law and Venue. This Contract is being executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
validity, construction, enforcement and interpretation of this Contract. THIS
CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY
ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE 1N DENTON
COUNTY, TEXAS.
9.03 Entirety and Amendments. This Contract embodies the entire agreement
between the parties and supersedes all prior agreements and understandings, if any,
related to the Property, and may be amended or supplemented only in writing executed
by the party against whom enforcement is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller
and Buyer, and their respective successors and assigns. If requested by Buyer, Seller
agrees to execute, acknowledge and record a memorandum of this Contract in the Real
Property Records of Denton County, Texas, imparting notice of this Contract to the
public.
9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to
Closing, or if any condemnation or any eminent domain proceedings are threatened or
initiated by an entity or party other than Buyer that might result in the taking of any
portion of the Property, Buyer may, at Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost,
obligation or liability, in which case the Earnest Money shall be immediately
returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property,
shall be entitled to receive any (i) in the case of damage or destruction, all
insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the
Property related to the eminent domain proceedings.
Buyer shall have a period of up to ten (10) calendar days after receipt of written
notification from Seller on the final settlement of all condemnation proceedings or
insurance claims related to damage or destruction to the Property, including,
without limitation, any improvement located on the Property, in which to make
Buyer's election. In the event Buyer elects to close prior to such final settlement,
then the Closing shall take place as provided in Article VII, above, and there
shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any
and all insurance proceeds or condemnation awards which may be payable to
Seller on account of such event. In the event Buyer elects to close upon this
Contract after final settlement, as described above, Closing shall be held five (5)
business days after such final settlement.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract
and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller
Contract of Sale
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and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed
and/or delivered at the Closing or after the Closing, any further deeds, acts, and
assurances as are reasonably necessary to consummate the transactions contemplated
hereby. Notwithstanding anything to the contrary contained in this Contract and without
limiting the general application of the provisions of Section 5.03, above, the provisions
of this Article IX, Section 9.06 shall survive Closing.
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Contract.
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
9.09 Delegation of Authority. Authority to talce any actions that are to be, or may be,
taken by Buyer under this Contract, including without limitation, adjustment of the
Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of
Denton, Texas, to Vance Kemler, Solid Waste General Manager of Buyer, or his
designee.
9.10 Contract Execution. This Contract of Sale may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and
any of the parties hereto may execute this Agreement by signing any such counterpart.
9.11 Business Days. If the Closing Date or the day of performance required or
permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then
the Closing Date or the date of such performance, as the case may be, shall be the next
following regular business day.
9.12 Relocation. Relocation advisory services and relocation financial assistance, if
applicable pursuant to Ordinance No. 2012-073 (the "Relocation Ordinance"), shall be
administered as provided by the Relocation Ordinance, aside and apart from the
transaction contemplated by this Contract.
SELLER:
Unified Aircraft Service, Inc., a
California corporation
By: _
Name:
Title:
Contract of Sale
Page 14 of 21
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Executed by Seller on the day of , 2012.
BUYER:
�
GEORGE C. CAMPBELL, CITY MANAGER
Executed by Buyer on the day of
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
. ��� �
BY.
Contract of Sale
Page 15 of 21
2012.
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RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acicnowledges receipt of an executed copy
of this Contract. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Contract to perform its duties pursuant to the provisions of this
Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as
amended from time to time, and as further set forth in any regulations or forms
promulgated thereunder.
TITLE COMPANY;
Title Resources, LLC
525 South Loop 288, Suite 125
Denton, Texas 76205
Telephone: (940) 381-1006
Telecopy: (940) 898-0121
I:
Printed Name:
Title:
Contract receipt date: , 2012
Contract of Sale
Page 16 of 21
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EXHIBIT "A"
Legal Description
Of
Property
Lot 1, Blocic A, of MAYHILL ROAD ADDITION, an Addition to the Extra-Territorial
Jurisdiction of the City of Denton, Denton County, Texas, according to the plat thereof
recorded in Cabinet Y, Page 761, Plat Records of Denton County, Texas.
Contract of Sale
Page 17 of 21
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EXHIBIT "B"
to
Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That Unified Aircraft Service, Inc., a California corporation (herein called
"Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration to Grantor in hand paid by the City
of Denton, Texas, a Texas Home Rule Municipal Corporation (herein called "Grantee"),
215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby
acicnowledged and confessed, subject to the reservations set forth below, has GRANTED,
SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY,
unto Grantee all the real property in Denton County, Texas being particularly described
on Exhibit "A", attached hereto and made a part hereof for all purposes, and being
located in Denton County, Texas, together with any and all rights or interests of Grantor
in and to adjacent streets, alleys and rights of way and together with all and singular the
improvements and fixtures thereon and all other rights and appurtenances thereto
(collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for
itself, its successors and assigns all oil, gas and other minerals in, on and under and that
may be produced from the Property. Grantor, its successors and assigns shall not have
Contract of Sale
Page 18 of 21
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the right to use or access the surface of the Property, in any way, manner or form, in
connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration and/or production of the oil, gas and other minerals reserved herein, including
without limitation, use or access of the surface of the Property for the location of any well
or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanks or tanlc batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface facilities or
well bores, or any other infrastructure or improvement of any kind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related to the
exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated
hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining
or other exploration and/or production method, operation, process or procedure would
consume, deplete or destroy the surface of the Property; and (ii) all substances which are
at or near the surface of the Property. The intent of the parties hereto is that the meaning
of the term "minerals" as utilized herein, shall be in accordance with that set forth in
Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the
surface of the earth to a depth of five hundred feet (500') below the surface of the earth
and all areas above the surface of the earth.
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions, if any]
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
Contract of Sale
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claiming or to claim the same or any part thereof when the claim is by, through, or under
Grantor but not otherwise.
EXECUTED the day of , 2012
Unified Aircraft Service, Inc., a
California corporation
I:
Name:
Title:
ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on ,
, 2012 by , of
Uniiied Aircraft Service, Inc., a California corporation, on behalf of said corporation.
Notary Public, State of Texas
My commission expires:
Upon Filing Return To: Send Tax Billing Statements To:
The City of Denton-Engineering The City of Denton
Attn: Paul Williamson Attn: Finance Department
901-A Texas Street 215 East McKinney Street
Denton, TX 76209 Denton, Texas 76201
Contract of Sale
Page 20 of 21
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EXHIBIT "A"
Legal Description
Of
Property
Lot l, Block A, of MAYHILL ROAD ADDITION, an Addition to the Extra-Territorial
Jurisdiction of the City of Denton, Denton County, Texas, according to the plat thereof
recorded in Cabinet Y, Page 761, Plat Records of Denton County, Texas.
Contract of Sale
Page 21 of 21
tl tl 1 II II," � tl* II""'II u�'"h� j!� tl* II""'II tl�;!q u,,,,,u
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Utilities
ACM: Howard Martin, 349-8232 ����'
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or
his designee, to execute a Purchase Agreement (herein so called), as attached hereto and made a
part hereof as Exhibit "A", by and between Joab Partners, L.P., a Texas limited partnership, as
Owner (herein so called), and the City of Denton, Texas, as Buyer, regarding the Sale and
Purchase of fee simple to a 0.58 acre tract situated in the James L. Harris Survey, Abstract No.
555 and the William Roark Survey, Abstract No. 1087 and located in the City of Denton, Denton
County, Texas, as more particularly described in the Purchase Agreement, located generally
northeast of the intersection of South Bonnie Brae Street and Vintage Parlcway (the "Property
Interests"), for the purchase price of Eighty Six Thousand, Six Hundred Thirteen Dollars and No
Cents ($86,613.00), and other consideration, as prescribed in the Purchase Agreement;
authorizing the City Manager, or his designee, to execute and deliver any and all other
documents necessary to accomplish closing of the transaction contemplated by the Purchase
Agreement; authorizing the expenditure of funds therefore; and providing an effective date.
(Bonnie Brae Widening and Improvements project — Parcel 58)
BACKGROUND
The City Council considered and approved an initial offer to purchase the captioned land rights
on May 15, 2012, for the purchase price of $74,627.00
Offer to purchase was made to owner thereafter and Owner has countered with the captioned
purchase amount as settlement of the matter.
Approval of the ordinance under consideration authorizes staff to proceed to closing the purchase
transaction with the property owner.
OPTIONS
1. Approve the proposed Ordinance.
2. Decline to approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATION
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
City Council May 15, 2012 (initial offer to purchase Ordinance 2012-108)
FISCAL INFORMATION
The overall Bonnie Brae Widening and Improvements project is being funded with a
combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road
Improvement Program (TRIP `08) funds and City of Denton local match funds. The purchase
price of $86,613.00 plus closing costs as prescribed in the Agreement are to be funded through a
combination of these funding sources.
BID INFORMATION
Not applicable
EXHIBITS
1. Location Map
2. Ordinance
Prepared by,
� �
�.�������
Paul Williamson,
Real Estate Manager
Respectfully subnutted,
�������
��
Franlc G. Payne, P.E.
City Engineer
�ocation Map JOAB — P58
EXHIBIT 1 attachment to �IS Bonnie Brae Widening and Improvements
z:\ordinances\12\joab 58 ordinance.doc
ORDINANCE NO. 2012-
EXHIBIT 2 attachment to AIS�
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER, OR HIS DESIGNEE, TO EXECUTE A PURCHASE AGREEMENT (HEREIN
SO CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A", '
BY AND BETWEEN JOAB PARTNERS, L.P., A TEXAS LIMITED PARTNERSHIP, AS
OWNER (HEREIN SO CALLED), AND THE CITY OF DENTON, TEXAS, AS BUYER,
REGARDING THE SALE AND PURCHASE OF FEE SIMPLE TO A 0.58 ACRE TRACT
SITUATED IN THE JAMES L. HARRIS SURVEY, ABSTRACT NO. 555 AND THE
WILLIAM ROARK SURVEY, ABSTRACT NO, 1087 AND LOCATED IN THE CITY OF
DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED IN THE
PURCHASE AGREEMENT, LOCATED GENERALLY NORTHEAST OF THE
INTERSECTION OF SOUTH BONNIE BRAE STREET AND VINTAGE PARKWAY (THE
"PROPERTY INTERESTS"), FOR THE PURCHASE PRICE OF EIGHTY SIX THOUSAND,
SIX HUNDRED THIRTEEN DOLLARS AND NO CENTS ($86,613.00), AND OTHER
CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT;
AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND
DELIVER ANY AND ALL OTHER DOCUMENTS NECESSARY TO ACCOMPLISH
CLOSING OF THE TRANSACTION CONTEMPLATED BY THE PURCHASE
AGREEMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE,
WHEREAS, the City of Denton ("City") made an Initial Offer (herein so called) to the
Owner to purchase the Property Interests, pursuant to Ordinance No. 2012-108, passed and
approved by the City Council of the City of Denton on May 15, 2012;
WHEREAS, Owner has made a counteroffer to the Initial Offer of City;
WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to
agree to same; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for
and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the
form attached hereto and made a part hereof as Exhibit "A", with a purchase price of $86,613.00
and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement;
and (ii) any other documents necessary for closing the transaction contemplated by the Purchase
Agreement; and (b) to make expenditures in accordance with the terms of the Purchase
Agreement.
SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approvaL
PASSED AND APPROVED this the day of , 2012.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
.
��W
� � � l�
� � � � �� E�HI�B IT � �A»� �� � ��� �� � � � � � � �� ��
t �
PURCHASE AGREEMENT
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT
TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF
DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE
OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT
IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
THIS PURCHASE AGREEMENT (the "Agreement") is dated ,
2012, but effective as of the date provided below, between the JOAB PAR RS, L.P., a Texas
limited partnership (referred to herein as "Owner") and the City of Denton, Texas {"City").
WITNESSETH:
WHEREAS, JOAB PART`NERS, L.P., a Texas limited partnership, is the Owner of a tract
of land (the "Land") in the William Roark Survey, Abstract Number 10$7, being affected by the
public improvement project called the Bonnie Brae Street Widening and Improvements Project
("Project"); and
WHEREAS, City is in need of certain fee simple lands, being a part of the Land, related to
the Project; and
WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions
associated with the purchase of the necessary real property interests for the Project;
1
4 ,
NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. A. At Closing, the Owner shall grant, execute, and deliver to the City a Special Warranty
Deed (herein so called), conveying to the City, subject to the reservation described below, the
tract of land being described in Exhibit "A" to that certain Special Warranty Deed, and other
interests as prescribed therein {the "Fee Lands"), the Special Warranty Deed being attached
hereto as Attachment 1 and made a part hereo£
The Special Warranty Deed shall be in the form and upon the terms as attached hereto and
incorporated herein as "Attachment 1"
B. Owner, subject to the limitation of such reservation made herein, shall reserve, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be produced
from the Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the
surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved
oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other
minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands
for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical,
water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or
any other infrastructure or improvement of any kind or type in connection with or related to the
reserved oil, gas and other minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall
exclude (i) all substances that any reasonable extraction, mining or other exploration and/or
production method, operation, process or procedure would consume, deplete or destroy the surface
of the Fee Lands; and (ii) all substances (except oil and gas) which are at or near the surface of the
Fee Lands. The intent of the parties hereto is that the� meaning of the term "minerals" as utilized
herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S. W.2d 743 (Tex. 1980).
�
As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the
surface of the earth. V/T�
\ 9�
2. As consideration for the grantin and conveying the Fee Lands to the City, the City shall pa
to Owner at Closin the sum of �8� �'3� �
g
�s- , . The monetary compensation prescribed in this Section 2 is herein referred to
as the "Total Monetary Compensation".
3. The Owner shall convey and grant to the City the Fee Lands free and clear of all debts, liens and
other encumbrances {the "Encumbrances"). The Owner sha�l;assist and support satisfaction of all
closing requirements of the City in relation to solicitation of releases ` or subordinations of the
Encumbrances and other curative efforts affecting the Fee Lands, if necessary in the discretion of the
City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing,
such shall not be a default hereunder, although Owner may otherwise be in default under Section 10,
below. However, if the Encumbrances are not cured as provided herein, City has the option of either
(i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or
prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted
Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement;
or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and
City shall have no further obligations under this Agreement.
4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all
compensation due Owner by City related to the Project, including without limitation, any damage to
or diminution in the value of the remainder of Owner's property caused by, incident to, or related to
the Froject, value of, damage to and/or costs of repair, replacement and/or relocation of any
improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the
Fee Lands related to activities conducted pursuant to the City ownership of the Fee Lands,
interference with Owner's activities on other property interests of Owner, caused by or related to
activities related to the Project on the Fee Lands, whether accruing now or hereafter, and Owner
3
hereby releases for itself, its successors and assigns, the City, it's officers, employees, elected
officials, agents and contractors from and against any and all claims they may have now or in the
future, related to the herein described matters, events andlor damages.
`���tA�
5. The Closing (herein so called) shall occur in and through the affice of Universal Title Agenc ,
LLC, d/b/a Universal Land Title of Texas, 2650 Bardin Road, Suite 101, Grand Prairie, Texas 75052
�
("Title Company"), with said Title Company acting as escrow agent, on the date which is-9��� s�
after the Effective Date, unless the Owner and the City lly agree, in writing, to an earlier or
� „ b y o�"..b� ��, a.� � �. � ���TrA�
later date ( Closing Date )� In the event the Closing Date, as described above, occurs on a Saturday,
Sunday or Denton County holiday; the Closing Date shall be the next resulting business day.
6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the
Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year
in which Closing 'shall occur shall be prorated between Owner and City as of the Closing Date. If '
the actual amount of taxes for the calendar year in which Closing shall occur is not known as of the
Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the
Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of
taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The
result of such proration is that the Owner shall pay for those taxes attributable to the period of time
prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to
change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those
taxes attributable to the period commencing as of the Closing Date. All other typical, customary and
standard closing costs associated with this transaction shall be paid specifically by the City, except
for Owner's attorney's fees, if any, which shall be paid by Owner.
7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this
Agreement.
8.A. In the event Owner shall default in the performance of any covenant or term provided herein,
and such default shall be continuing after ten (10) days written notice of default and opportunity to
4
a
cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise,
including without limitation, the remedy of specific performance.
B. In the event City shall default in the performance of any covenant or term provided herein, and
such default shall be continuing after ten (10) days written notice of default and opportunity to cure,
Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by
written notice of such election to City; or (ii) enforce specific performance of this Agreement.
9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS
AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE 1N DENTON
COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE
SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, ;
TEXAS.
10. From and after the Effective Date of this Agreement, through and including the Closing Date,
Owner shall not (i) convey or lease any interest in the Fee Lands; or (ii) enter into any Agreement
that will be binding upon the' Fee Lands, or upon the Owner with respect to the Fee Lands after the
date of Closing.
11. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be
delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and
shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand
delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly
maintained receptacle for the United States Mail, registered or certified, return receipt requested,
postage prepaid, addressed as follows:
OWNER:
JOAB PARTNERS, L.P.
^{'�g �i �'�
�'flo �f' WA r►� v� cre�1� fi� I vo
� S �Id 7� �1 �bb3
Phone �'I����-�?3_5''
Telecopy: �(7-���. �QD�,
CITY:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
5
- ����.
n
Copies to:
For Owner:
For Citv:
_���-� ��,r.�� Richard Casner, Deputy City Attorney
�,p'/z toi/'�,,�,-,r� � City Attorney's Office
� 76 /� �- 215 E. McKinney
Denton, Texas 76201
Telecopy: Telecopy: (940) 382-7923
12. This Agreement constitutes the sole and only agreement of the parties and supersedes any
prior understandings or written or oral agreements between the parties with respect to the subject
matter of this Agreement. Time is of the essence with respect to this Agreement.
13. The representations, warranties, agreements and covenants contained herein shall survive
the Closing and shall not merge with the Special Warranty Deed.
14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are
threatened or initiated by any entity or party other than the City that might result in the taking of
any portion of the Fee Lands, City may, at its election, terminate this Agreement at any time
prior to Closing.
15. Authority to take any actions that are to be, or may be, taken by City under this Agreement,
including without limitation, adjusting the Closing Date of this Agreement, are hereby delegated
by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer
of City, or his designee.
CITY OF DENTON, TEXAS
By: �-_-°-°°._.-
GEORGE C. CAMPBELL,
CITY MANAGER
�
���TIA�
...-
Date: �r �, 2012 `
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
Date: � � , 2012
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
Z� �'���
� C� � � I��,'' �
BY: � "J
Date: ��`'y % , 2012
OWNER:
JOAB PART RS, L.P., a exas limited partnership
By:
Name: Sco ����-�e/��
Title: �Ce--I�C��"�t.�.� a� �'''�r�.of�US �-�i
G'r,r►e(b,� d'Arih�r m� :Tma� �'ari�t-er5'� L.�
Date: lo�� °i , 2012
�
: - .� �.. �„ , .x . � � �
;
_ - :� . , ; , . .�� r � >
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of one (1) executed copy of
this Agreement. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Agreement and to perform its duties pursuant to the provisions of this
Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended
from time to time, and as further set forth in any regulations or forms promulgated thereunder.
TITLE GOMPANY:
Universal Title Agency, LLC
d/b/a Universal Land Title of Texas
2650 Bardin Road, Suite 101
Grand Prairie, Texas 75052
Telephone: (972) 206-7570
Telecopy: (972) 206-2870
By:
Printed Name:
Title:
Contract receipt date: , 2012
0
s:\legal\our documents\contracts\12\bonnie brae - parcel 58 - joab special warranty deed.doc
ATTACHMENT 1
TO
PURCHASE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
That the JOAB PARTNERS, L.P., a Texas limited partnership (herein called
"Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY
OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called
"Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which
are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and
by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property
in Denton County, Texas being particularly described in Exhibit "A", attached hereto and
made a part hereof for all purposes, and being located in Denton County, Texas, together
with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights
of way and together with all and singular the improvements and fixtures thereon and all
other rights and appurtenances thereto (collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be
produced from the Property. Grantor, its successors and assigns shall not have the right
to use or access the surface of the Property, in any way, manner or form, in connection
1
with or related to the reserved oil, gas, and other minerals and/or related to exploration
and/or production of the oil, gas and other minerals reserved herein, including without
limitation, use or access of the surface of the Property for the location of any well or drill
sites, well bores, whether vertical or any deviation frorn vertical, water wells, pit areas,
seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility
infrastructure, and/or for subjacent or lateral support for any surface facilities or well
bores, or any other infrastructure or improvement of any kind or type in connection with
or related to the reserved oil, gas and other minerals, and/or related to the exploration or
production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons
and shall exclude (i) all substances (except oil and gas) that any reasonable extraction,
mining or other exploration and/or production method, operation, process or procedure
would consume, deplete or destroy the surface of the Property; and (ii) all substances
(except oil and gas) which are at or near the surface of the Property. The intent of the
parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in
accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all
areas above the surface of the earth.
This conveyance is subject to the following:
[Insert Permitted Exceptions]
TO HAVE AND T�HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor, but not
otherwise.
Page 2 of 3
EXECUTED the � day of �p,�:�%�-c-� , 2012.
THE STATE OF TEXAS
COUNTY OF DENTON
��
`�
JOAB PARTNERS, L.P., a Texas limited
partnership
By: _
Name: ����1`` ,z--�
Title: ���-��'c�,�%��` �`P��s ����
�j^-f0"Y���l �oi/�ec^ �e�a�j ��"�e�s �
ACKNOWLEDGMENT
This instrument was` acknowle ed befor� e on �� r a. °1 , 2012 by
�cv �z�(l ,�ut��irc5;� of JOAB PARTNERS, L.P., a
Texas limited partnership, on behalf of said limited partnership.
,,,��. R N W/17 ' R �
•� °' NoUryPublk �
.,� ` SYAT� OF TEXAS ary Public, State of Texas
� My Con1m. �xp. Aug 2%, 2016 My commission expires: -����-�J�-�
Upon Filing Return To;
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, Texas 76209
Page 3 of 3
Property Tax Bills To:
City of Denton Finance Department
215 E. McKinney Street
Denton, Texas 76201
PAGE ! OF 2
PINOT ARIVE
(50' R.O.W,)
�- -- — — -- -\ /
4708 RHONE DR
L07 9 BLOCK P
HEA7HE{i JENNINGS
4713 RHONE OR
� LOT 7, BLOCK 2
� JANEB 8 NICHELLE
I JOHNSON
� 47l7 RHONE �R
L07 8, BLOCK 2
09CAR J.6 SANOHA E.
VENTURA
\NST.NO. 2006-348f4
O.R.d.C.T.
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� 38.84' �
�� LOT !3 E B�LOCK 2 I
CHWiLI 011JT�1 Cft�l
EXHIBIT "A" - Page 1 of 2
. � �48.90' I � .
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i I � 8 GINNINC� �.
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LOT 39, BLOCK B
I KEVIN PRAiHEH
I 46l7 JOE VAN MAY
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�� LOT !8, BLOCN P
�a JEFFREY C. 6 \ I I I '
a��� MARY G. SCOTT \ �' .I �'...` N89'22'09"E � � �
,�„�,� INST. N0. 2006-18632 � ,� �' 48.50'
g q.H.O.C.T. � � � . ` ..
��� I REMAINDER TRACT
� `..�
JOAB PARTNEWS, L,P,
� � �� VOL. 4203. PC�. 855
��;' O.R.D.C.T.
' S0�'19'09"E ;., _
I 269.62'
P�0 � I• . �
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O�H.D.C.T. i�.� i
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�t�<.,I ( SET 3/2'IH/GAI CAP
EX2STIN0 R.O:N: EXISTINtl R.O.W.
S69'06' S�2"W I�-I� �� 20' OENTON COUNTY ELECTRIC. �
--- �. � � � . . . � � � � 106. 12 � . � � �� � � �. � ( COOPEflATIVH INC.� � R.O.X-- - - - . _.. .. .
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, PUBLIC SAFETY TRAININO FACILITY I I, ,
� LOT 2, QLOCK A ,Wj �
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P.R.o.a7. NOTE• SET ! 2" I R W GAI C P
� Q I_. I;; � BE SET AT ENd OF CONSTRUCT�ON.
� � V I IIBASTS OF BEARING IS NORTH AMERICAN bATUM
�� OF 1983 (NAD-83) STATE PLANE COORDINATE
PARC EL �J 8"'ROW— 1 SYSTEM, TEXAS NOqTH CENTRAL.
BEING A
25,462 SQ.FT./0.58 ACRE
OF WHICH 10,643 SQ. FT. LIES WITHIN
EXISTING RIGHT—OF—WAY OF BONNIE BRAE STREET �
SITUATED IN THE WILLIAM ROARK SURVEY,
ABSTRACT N0. 1087,
DENTON COUNTY, TEXAS
GRAPHIC SCALE !'�500'
Graham Associates,lnc.
CONSUL71N0 ENOINEERS dc PLANNERS o 5o ioo i5o
eoo SIk FLA03 ORIVE, SUIfE e00
MUNOTON, TEXAS 7a011 (817) A�0-B638
iBPE FlRMt F-1191/TBPLS FlRMt 101630-00
DATE: JANUARY 2012
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J/Oenton/P58-Row-! I
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PAGE 2 OF 2
PARCEL 58-ROW-1
LEGAL DESCRIPTION
EXHIBIT "A" - Page 2 of 2
BEING a 0.58 acre tract of land situated in the James L. Harris Survey, Abstract No. 555 and the
William Roark Survey, Abstract Na 1067, Denton County, Texas, being a portion of the
Remainder Tract of Joab Partners, L.P., as recorded in Volume 4203, Page 855, Deed Records,
Denton County, Texas. Said 0.58 acre tract of land being more particularly described by metes
and bounds as follows:
BEGINNING at a found 5/8 inch iron rod, being the southwest corner of a 48.50 foot right-of-
way dedication conveyed by deed to the City of Denton, as recorded in Instnunent No. 2011-
124642, Deed Records, Denton County, Texas, being in the north line of saidRemainder Tract of
Joab Partners and being in the existing east right-of-way line of Bonnie Brae Street (a variable
width RA.W.);
THENCE North 89°22'09" East, leaving said existing east right-of-way line and following along
said north line of Remainder Tract of Joab Partners, for a distance of 48.50 feet to a set 1/2 inch
iron rod with GAI cap for corner, being in the proposed east right-of-way line of said Bonnie
Brae Street;
THENCE South 01°19'09" East, leaving said north line and following along saidproposed east
right-of-way line, for a distance of 269.62 feet to a set 1/2 inch iron rod with GAI cap for corner,
being the most northerly point of a corner-clip with the existing north right-of-way line of
Vintage Boulevard;
THENCE South 46°08'14° East, along said corrier-clip, for a distance of 22.04 feet to a set 1/2
inch iron rod with GAI cap for corner, being in said existing north right-of-way line of Vintage
Boulevard (a 135 foot R.O.W. at this point);
THENCE South 89°06'12" West, along said existing north right-of-way line, for a distance of
106.12 feet to a point for corner, being in said existing east right�of-way line of Bontue Brae
Street;
THENCE North 00°36'31" West, leaving said existing north right-of-way line and following
along said existing east right-of-way line, for a distance of 285.54 feet to a point for corner;
THENCE North 89°22'09" East, continuing along said existing east right-of-way line, for a
distance of 38.54 feet to the POINT OF BEGINNING and CONTAINING 25,462 square feet or
0.58 acres of land, more or less, of which 10,643 square feef of land is being used as roadway use
and drainage at this time.
�
tl tl11111,"�tl;"IIIIu �'"h�j',tl;"Illltl�':q "���
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Utilities
ACM: Howard Martin, 349-8232 ����'
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or
his designee, to execute a Purchase Agreement (herein so called), as attached hereto and made a
part hereof as Exhibit "A", by and between Joab Partners, L.P., a Texas limited partnership, as
Owner (herein so called), and the City of Denton, Texas, as Buyer, regarding the Sale and
Purchase of fee simple to a 0.73 acre tract situated in the James L. Harris Survey, Abstract No.
555, the J. Edmonson Survey, Abstract 401 and the William Roarlc Survey, Abstract No. 1087
and located in the City of Denton, Denton County, Texas, as more particularly described in the
Purchase Agreement, located generally southeast of the intersection of South Bonnie Brae Street
and Vintage Parlcway (the "Property Interests"), for the purchase price of Fifty Three Thousand,
Three Hundred Eighty Seven Dollars and No Cents ($53,387.00), and other consideration, as
prescribed in the Purchase Agreement; authorizing the City Manager, or his designee, to execute
and deliver any and all other documents necessary to accomplish closing of the transaction
contemplated by the Purchase Agreement; authorizing the expenditure of funds therefore; and
providing an effective date. (Bonnie Brae Widening and Improvements proj ect — Parcel 60)
BACKGROUND
The City Council considered and approved an initial offer to purchase the captioned land rights
on May 15, 2012, for the purchase price of $38,387.00
Offer to purchase was made to owner thereafter and Owner has countered with the captioned
purchase amount as settlement of the matter.
Approval of the ordinance under consideration authorizes staff to proceed to closing the purchase
transaction with the property owner.
OPTIONS
1. Approve the proposed Ordinance.
2. Decline to approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATION
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
City Council May 15, 2012 (initial offer to purchase Ordinance 2012-109)
FISCAL INFORMATION
The overall Bonnie Brae Widening and Improvements project is being funded with a
combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road
Improvement Program (TRIP `08) funds and City of Denton local match funds. The purchase
price of $53,387.00 plus closing costs as prescribed in the Agreement are to be funded through a
combination of these funding sources.
BID INFORMATION
Not applicable
EXHIBITS
1. Location Map
2. Ordinance
Prepared by,
� �
�.�������
Paul Williamson,
Real Estate Manager
Respectfully subnutted,
�������
��
Franlc G. Payne, P.E.
City Engineer
�ocation Map JOAB — P60
EXHIBIT 1 attachment to �IS Bonnie Brae Widening and Improvements
EXHIBIT 2 attachment to' AIS
s:\legal\our documents\ordinances\12\joab 60 ordinance.doc
ORDINANCE NO. 2012-
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER, OR "HIS DESIGNEE, TO EXECUTE A PURCHASE AGREEMENT (HEREIN
SO CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A",
BY AND BETWEEN JOAB PARTNERS, L.P., A TEXAS LIMITED PARTNERSHIP, AS
OWNER (HEREIN SO CALLED), AND THE CITY OF DENTON, TEXAS, AS BUYER,
REGARDING THE SALE AND PURCHASE OF FEE SIMPLE TO A 0.73 ACRE TR.ACT
SITUATED 1N THE JAMES L. HARRIS SURVEY, ABSTR.ACT NO. 555, THE J.
EDMONSON SURVEY, ABSTR:ACT NO. 401 AND THE WILLIAM ROARK SURVEY,
ABSTR.ACT NO. 1087 AND LOCATED 1N THE CITY OF DENTON, DENTON COUNTY,
TEXAS, AS MORE PARTICULARLY DESCRIBED 1N THE PURCHASE AGREEMENT,
LOCATED GENER.ALLY SOUTHEAST OF THE INTERSECTION OF SOUTH BONNIE
BR.AE STREET AND VINTAGE PARKWAY (THE "PROPERTY 1NTERESTS"), FOR THE
PURCHASE PRICE OF FIFTY THREE THOUSAND, THREE HUNDRED EIGHTY SEVEN
DOLLARS AND NO CENTS ($53,387.00), AND OTHER CONSIDER.ATION, AS
PRESCRIBED IN THE PURCHASE AGREEMENT; AUTHORIZING THE CITY
MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER ANY AND ALL OTHER
DOCUMENTS NECESSARY TO ACCOMPLISH CLOSING' OF THE TR.ANSACTION
CONTEMPLATED BY THE PURCHASE AGREEMENT; AUTHDRIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ("City") made an Initial Offer (herein so called) to the
Owner to purchase the Property Interests, pursuant to Ordinance No. 2012-109, passed and
approved by the City Council of the City of Denton on May 15, 2012;
Vt�HEREAS, Owner has made a counteroffer to the Initial Offer of City;
WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to
agree to same; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for
and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the
form attached hereto and made a part hereof as Exhibit "A", with a purchase price of $53,387.00
and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement;
and (ii) any other documents necessary for closing the transaction contemplated by the Purchase
Agreement; and (b) to make expenditures in accordance with the terms of the Purchase
Agreement.
SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affecf the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
�.d
such remaining portion' despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approvaL
PASSED AND APPROVED this the day of , 2012.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
E�
HIB IT ``A"
��
PURCHASE AGREEMENT
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT
TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CTTY OF
DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE
� OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT
,
IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
THIS PURCHASE AGREEMENT (the "Agreement") is dated f� ,
2012, but effective as of the date provided below, between the JOAB PARTN RS, L.P., a Texas
limited partnership (referred to herein as "Owner") and the City of Denton, Texas ("City").
WITNESSETH:
WHEREAS, JOAB PARTNERS, L.P., a Texas limited partnership, is the Owner of a tract
of land {the "Land") in the William Roark Survey, Abstract Number 1087, being affected by the
public improvement project called the Bonnie Brae Street Widening and Improvements Project
("Project"); and
WHEREAS, City is in need of certain fee simple lands, being a part of the Land, related to
the Project; and
WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions
associated with the purchase of the necessary real property interests for the Project;
e
NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. A. At Closing, the Owner shall grant, execute, and deliver to the City a Special Warranty
Deed (herein so called), conveying to the City, subject to the reservations described below, the
tract of land being described in Exhibit "A" to that certain Special Warranty Deed, and other
interests as prescribed therein (the "Fee Lands"), the Special Warranty Deed being attached
hereto as Attachment 1 and made a part hereof.
The Special Warranty Deed shall be in the form and upon the terms as attached hereto and
incorporated herein as "Attachment 1 ".
B. Owner, subject to the limitation of such reservation made herein, shall reserve, for itself, its
successors and assigns alY oil, gas and other minerals in, on and under and that may be produced
from the Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the
surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved
oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other
minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands
for the location of any well or dri11 sites, well bores, whether vertical or any deviation from vertical,
water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or
any other infrastructure or improvement of any kind or- type in connection with or related to the
reserved oil, gas and other minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall
exclude (i) all substances that any reasonable extraction, mining or other exploration and/or
production method, operation, process or procedure would consume, deplete or destroy the surface
of the Fee Lands; and (ii) all substances (except oil and gas) which are at or near the surface of the
Fee Lands. The intent of the parties hereto is that the meaning of the term "minerals" as utilized
herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). ,
��
,
As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of`the'earth and all areas above ,the
�-rr
surface of the earth
�N ql
2. As consideration for the granting and conveying of Fee Lands to the City, the City shall pay
, 3 38'-�.on E
to Owner at Closing the sum of
Be�a��s9�}. The monetary compensation prescribed in this Section 2 is herein referred to
as the "Total Monetary Compensation".
3. The Owner shall convey and grant to the City the Fee Lands free and clear of all debts, liens and
other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all
closing requirements of the City in relation to solicitation of releases or subordinations of the
Encumbrances and other curative efforts affecting the Fee Lands, if necessary in the discretion of the
City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing,
such shall not be a default hereunder, although Owner may otherwise be in default under Section 10,
below. However, if the Encumbrances are not cured as provided herein, City has the option of either
(i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or
prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted
Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement;
or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and
City shall have no further obligations under this Agreement.
4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all
compensation due Owner by City related to the Project, including without limitation; any darnage to
or diminution in the value of the remainder of Owner's property caused by, incident to, or related to
the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any
improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the
Fee Lands related to activities conducted pursuant to the City ownership of the Fee Lands,
interference with Owner's activities on other property interests of Owner, caused by or related to
activities related to the Project on the Fee Lands, whether accruing now or hereafter, and Owner
hereby releases for itself, its successors and assigns, the City, it's officers, employees, elected
3
,
;.,. o�s=,
� �' ; . ,,:�.. �_ti ���
e
officials, agents and contractors from and against any and all claims they may have now or in the
future, related to the herein described matters, events and/or damages.
�N�Trq� .
5. The Closing (herein so called) shall occur in and through the office of Universal Title Agency,
LLC, d/b/a Universal Land Title of Texas, 2650 Bardin Road, Suit� 101, Grand Prairie, Texas 75052
� �
("Title Company"), with said Title Company acting as escrow agent, on the date which is �4�day S
after the Effective Date un�ess the O er and the Cit mut y agree in writing, to an earlier or
� J4y D��er �7� a�►�. � ' ��11TIq�
later date ("Closing Date")P I�i the event the Closing Date, as escribed above, occurs on a Saturday,
Sunday or Denton County holiday, the Closing Date shall be the next resulting business day.
6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the
Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year
in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If
the actual amount of taa�es for the calendar year in which Closing shall occur is not known as of the
Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the
Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of
taa�es levied against the Fee Lands for the calendar year in which Closing shall occur is known. The
result of such proration is that the Owner shall pay for those taxes attributable to the period of time
prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to
change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those
taxes attributable to the period commencing as of the Closing Date. All other typical, customary and
standard closing costs associated with this transaction shall be paid specifically by the City, except
for Owner's attorney's fees, if any, which shall be paid by Owner.
7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this
Agreement.
8.A. In the event Owner shall default in the performance of any covenant or term provided herein,
and such default sha11 be continuing after ten (10) days written notice of default and opportunity to
cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise,
including without limitation, the remedy of specific performance.
4
B. In the event City shall default in the performance of any covenant or term provided herein, and
such default shall be continuing after ten (10) days written notice of default and opportunity to cure,
Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by
written notice of such election to City; or (ii) enforce specific performance of this Agreement.
9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS
AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON
COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE
SOLELY 1N THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY,
TEXAS.
10. From and after the Effective Date of this Agreement, through and including the Closing Date,
Owner shall not (i) convey or iease any interest in the Fee Lands; or (ii) enter into any Agreement
that will. be binding upon the Fee Lands, or upon the Owner with respect to the Fee Lands after the
date of Closing.
11. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be
delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and
shall be deemed delivered and received upon tl�e earlier to occur of (a) the date provided if hand
delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly
maintained receptacle for the United States Mail, registered or certified, return receipt requested,
postage prepaid, addressed as follows:
O WNER:
JOAB PARTNERS, L.P.
P�iB 3 ��
�'oo �l W��n��-Cr�.�k Si'� foo
��v►s�'`�,�c2 T� �60��
Phone_ 8l 1- q 9 y- 7 7 3 5-'
Telecopy: �'��- 3a�{- Iq o (,
CITY:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
5
Copies to:
For Owner:
�.a ✓� �GS �6 Ho U I _
l0 a oo ✓'r C� � �+�.
fFr 1�'� � n�� b 1�
For Citv:
Richard Casner, Deputy City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: Telecopy: (940) 382-7923
12. This Agreement constitutes the sole and only agreement of the parties and supersedes any
prior understandings or written or oral agreements between the parties with respect to the subject
matter of this Agreement. Time is of the essence with respect to this Agreement.
13. The representations, warranties, agreements and covenants contained herein shall survive
the Closing and shall not merge with the Special Warranty Deed.
14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are
threatened or initiated by any entity or party other than the City that might result in the taking of
any portion of the Fee Lands, City may, at its election, terminate this Agreement at any time
prior to Closing.
15. Authority to take any actions that are to be, or may be, taken by City under this Agreement,
including without limitation, adjusting the Closing Date of this Agreement are hereby delegated
by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer
of City, or his designee.
CITY OF DENTON, TEXAS
gy; �-,.
GEORGE C. CAMPBELL,
CITY MANAGER
Date: _%�/����, 2012
-� ,
0
��11TIql
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY:
Date: , 2012
APPROVED AS TO LEGAL FORM: „
ANITA BURGESS, CITY ATTORNEY ti°�
��
� �l �
BY: �J °��
1-
Date: �% %� , 2012
OWNER:
JOAB PARTNERS, L.P., a Texas limited partnership
By:
Name: ����Z��/
Title: ��,e- i/�� ,' e�¢ o� �/e�idaa�s LLC�
�re�le,�Al 6°a4�*�►- o� J"�ab PArf�te�S Ll°
Date: !d ��?°► , 2012
7
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of one (1) executed copy of
this Agreement. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Agreemant and to perform its duties pursuant to the provisions of this
Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended
from time to time, and as further set forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Universal Title Agency, LLC
d!b/a Universal Land Title of Texas
2650 Bardin Road, Suite 101
Grand Prairie, Texas 75052
Telephone: (972) 206-7570
Telecopy: (972) 206-2870
By:
Printed Name:
Title:
Contract receipt datei
I
2012
8
�
ATTACHMENT 1
TO
PURCHASE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
That the JOAB PARTNERS, L.P., a Texas limited partnership (herein called
"Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS
($ l 0A0), and other good and valuable consideration to Grantor in hand paid by the CITY
OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called
"Grantee"), 215 E. McKinney, Denton, Texas '76201, the receipt and sufficiency of which
are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and
by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property
in Denton County, Texas being particularly described in Exhibit "A", attached hereto and
made a part hereof for all purposes, and being located in Denton County, Texas, together
with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights
of way and together with all and singular the improvements and fixtures thereon and all
other rights and appurtenances thereto (collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein; reserves, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be
produced from the Property. Grantor, its successors and assigns shall not have the right
to use or access the surface of the Property, in any way, manner or form, in connection
e
with or related to the reserved oil, gas, and other minerals and/or related to exploration
and/or production of the oil, gas and other minerals reserved herein, including without
limitation, use or access of the surface of the Property for the location of any well or drill
sites, well bores, whether vertical or any deviation frorn vertical, water wells, pit areas,
seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility
infrastructure, and/or for subjacent or lateral support for any surface facilities or well
bores, or any other infrastructure or improvement of any kind or type in connection with
or related to the reserved oil, gas and other minerals, and/or related to the exploration or
production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons
and shall exclude (i) all substances (except oil and gas) that any reasonable extraction,
mining or other exploration and/or production method, operation, process or procedure
would consume, deplete or destroy the surface of the Property; and (ii) all substances
(except oil and gas) which are at or near the surface of the Property. The intent of the
parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in
accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 19$0).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all
areas above the surface of the earth.
This conveyance is subject to the following:
[Insert Permitted Exceptions]
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor, but not
otherwise.
Page 2 of 3
EXECUTED the , �R�day of � � , 2012.
JOAB PART'NERS, L.P., a Texas limited
partnership
By;
Name: _�'c
Title: ���. P��a/r�� ��a�.�_
C7-•e+-�( P��r �6tb Par�e.rs [-v�
ACKNOWLEDGMENT
THE STATB OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowle ed before me on I C� %o1°I , 2012 by
��,-�-} �z�� � , "�L- r.5, �, �' _ of JOAB PART'NERS, L.P., a
Texas limited partnership, on behalf of said limited partnership.
,«�.,,., RtA�( 0iN°`� ADSWSR H �
��.�,
�`� '°� Notary Publk
'i�;; 57ATE OF TExaS Notary Public, State of Texas
�...:�' Comm. Exp. Aug 27, 2016
o�„,,. �M My commission expires: ' `� /l (�
Upon Filing Return To: Property Tax Bills To:
The City of Denton-Engineering City of Denton Finance Department
Attn: Paul Williamson 21S E. McKinney Street
901-A Texas Street Denton, Texas 76201
Denton, Texas 76209
Page 3 of 3
PAGE ! OF 3
8A5TS OF 6EARING I3 NORTH AMEFlICAN dATUM
OF 1983 (NAO-83) STATE PLANE COORDINATE
SYSTEM, TEXA3 NORTH CENTRAL.
- -- - — -" PQIN7 OF BE�C_INNTNG
- - SET �1/2'IR/OAI CAP
- VINTAGE__aOULEVARD
- • - "'(!35' R.O,W.) NB9'06'!2"E
. ' l07.93'
i:��' ;,��
- `� .
. . ., ;� r- .. .
I i
PUBLIC SAFETY TRAINING FACILITY
LOT 2, BLOCK A
C.C.NO. 2009-224
P.R.D.C.T.
BURVEY LINE _
� :;�
. . :.J" l,-..
;:,j"..
� ':�-,�
N00 '36' 31
460.38'
EXHIBIT "A" - Page 1 of 3
I � �
I �' PO' OENTON COUNTY ELECTRIC � �. �.� .�
COOPERATIVE SNC.. H.O.N. � �
� L�8 EASENENT � . �
VOL. 404. pD. 8f POINT OF
� vo�. +s��, aa. +3e COMMENCING
I I o.a.0 c.s.
`� I (APPAIIX. IOCATION) FNO 8/B'IR/MNA _
T� �
—^ �` CH069TEX�I� OAT�iNO�COMPANY J.V.. �
� I I' D�H.DNC T2004-l88828 . . . � . . . � . .
56 — ,BOB�9HAOBARM Dp
I I I rL1� � LOT i. BLOCK B
( _ - — .• - - - -- 9a�1 — 'O. R: HORTON'7EXA5 L?D
�.. �j _ _. MEAOOWS AT NTCKOHY CqEEK
- - — — — — ;�g-' PHA$E tlNE
G�9 � CAB. %, P0. 420 '
� ,I I 5 P.p.D.C.T.
� ��
I I 1.:-.— —� '
� � 34 42 25's~W � I
3e I ; SET i/2"IR/OAI CAP �
o !
d � �' 30!'22'41"E
52.10'
�� i I� 9Et 1/2'IR/OAI CAP
a i � ���
� � n- �•oa�oi°
�am � '' � ;, Rr847,50'
�, � T�52.09'
¢ �' • � � L-104.04'
� V ,` ., � 302'08'20"W ,
• Lca303,98'
, �,� , �.' ' .
I I $ET i/8'IR/OAI CAP
� ,'
� . � , . S05 •39' 20"W
I I, � 112.00'
� � REMAINDER TRACT
JOAB PARTNERS, L.P.
�.,' �• PROPO$EO VOL. 4203, PG, 855
I I; w.o.N. D.R.b.C.T.
I I� � SET i/2'IR/OAI CAP
� �
f `; �m 6'51'32"
R=752.50'
�. �: T�38.51'
L�76.95'
� �, 302'43'34"W �
I � �. Lc�76.92'
�� � 9E7 !/P'Ip/OAI CAP
� � � I
�_ � S� 86 6�3 Z�.E
�. � ,
� '�� BEt !/P'IR/GAI CAP
�
�-SB9'!4'29"W ,. '
56.74' .
::;.� '. : •, ; .
I !
PARCEL BO—RO�V—.� NOTE: SET i/2" I.R. W/ GAI CAP TO
BEING A BE SET AT END OF CONSTRUCTION.
31 968 SQ.FT./0.'73 ACRE
�
OF WHICH 24,536 5Q. FT. LIES �VITHIN
EXI5TING RIGHT-OF-WAY OF BONNIE BRAE STREET n'
SITUATED IN THE WILLIAM ROARK SURVEY,
ABSTRACT N0. 108'7,
DENTON COUNTY� TE1�L'iS ORAPHIC 3CALE 1•-�00�
Grql1ql11 ASSOC�Qt@S,�f1C. o eo ioo ieo
� CONSULTING ENGINEERS dc PIANNERS
eoo s�x Ruos oRwE, sui� aoo
�utuNO�, tex�s �eoti �et� e�o-esaa DATE: SEPTEMBER 2011
1BPE flRMs F�1141/1'BPLS RM: 101634-00
J/Denton/P60—Rawi �
.�,
PAGE 2 OF 3
PARCEL 60-ROW-1
LEGAL DESCRIPTION
EXHIBIT "A" - Page 2 of 3 ,
BE1NG a 0.73 acre tract of land situated in the James L. Harris Survey, Abstract Na 555,
the J. Edmonson Survey, Abstract No. 401 and the William Roark Survey, Abstract Na
1067, Denton County, Texas, being a portion of the Remainder Tract of Joab Partners,
L.P., as recorded in Volume 4203, Page 855, Deed Records, Denton County, Texas. Said
0.73 acre tract of land being more particularly described by metes and bounds as follows:
COMMENCING at a found 5/8 inch iron rod with MMA cap, being the southwest corner
of Lot 1, Block B, Meadows At Hickory Creek, Phase One, as recorded in Cabinet X,
Page 420, Plat Records, Denton County, Texas, being in the east line of said Remainder
Tract of Joab Partners and being in the existing north right-of-way line of Vintage
Boulevard (a 135 foot R.O.W. at this point); ,
THENCE South 59°59'S9° West, leaving said existing north right-of-way line, for a
distance of 277.56 feet to a set 1/2 inch iron rod with GAI cap for corner, being the
POINT OF BEGINNING, and being the most northerly point of'a corner-clip with the
existing south right-of-way line of said Vintage Boulevard and the proposed east right-of-
way line of Bonnie Brae Street (a variable width R.O.W.);
THENCE South 43°51'46" West, leaving said existing south right-of-way line and
following along said corner-clip, for a distance of 42.25 feet to a set 1/2 inch iron rod
with GAI cap for corner, being in said proposed east right-of-way line of Bonnie Brae
Street;
THENCE South O1 °22'41" East, along said proposed east right-of-way line, for a distance
of 52.10 feet to a set 1/2 inch iron rod with GAI cap for corner, being the beginning of a
tangent curve to the right having a radius of 847.50 feet, a central angle of 07°02'O1" and
a long chord which bears South 02°08'20" West, 103.98 feet;
THENCE southwesterly, along said proposed east right-of-way line and said curve to the
right, an arc distance of 104.04 feet to a set 1/2 inch iron rod with GAI cap for corner;
THENCE South 05°39'20" West, continuing along said proposed east right-of-way line,
for a distance of ll2,00 feet to a set 1/2 inch iron rod with GAI cap for corner, being the
beginning of a tangent curve to the left having a radius of 752.50 feet, a central angle of
OS°51'32" and a long chord which bears South 02°43'34" West, 76.92 feet;
THENCE southwesterly, along said proposed east right-of-way line and said curve to the
left, an arc distance of 7695 feet to a set 1/2 inch iron rod with GAI cap for corner;
EXHIBIT "A" - Page 3 of 3
PAGE 3 OF 3
THENCE South 00°12'12" East, continuing along said proposed east right-of-way line,
for a distance of 8b.53 feet to a set 1/2 inch iron rod with GAI cap'for corner, being in the `
south line of said Remainder Tract of Joab Partners, L.P, said point also being in the
north line of the Ceasar R. Suarez and Martha San Miguel tract as recorded in Tnstrument
No. 2005-31176, Deed Records, Denton County, Texas, being a common line;
THENCE South 89°14'29° West, leaving said proposed east right-of-way line and along
said common line, for a distance of 56.74 feet to a point for corner, being in the existing
east right-of-way line of said Bonnie Brae Street (a variable width R.O.W.);
THENCE Nortk 00°36'31" West, leaving said comrnon line and along said'existing east
right-of-way line, for a distance of 460.36 feet to a point for corner, being in sai.d existing
south right-of-way line of Vintage Boulevard;
THENCE North 89°06'12° East, leaving said existing east right-of-way line and
following along said existing south righY-of-way line of Vintage Boulevard, for a distance
of 107.93 feet to the POINT OF BEGINNING and CONTAINING 31,968 square feet or
0.73 acres of land, more or less, of which 24,536 square feet of land is being used as
roadway use and drainage at this time,
i
��� t ..�, 4 .. _ . : � e �� . � � �
tl, µ1IIII,"�tl*,II"IIu �'"�,j„tl*II"Iltl�i;iq'�"
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Utilities
ACM: Howard Martin, 349-8232 ����'
SUBJECT
Consider adoption of an ordinance finding that a public use and necessity exists to acquire fee
simple to a 0.121 acre tract located in the M.E.P. & P.R.R. Co. Survey, Abstract Number 927,
City of Denton, Denton County, Texas, as more particularly described on Exhibit "A", attached
hereto and made a part hereof, located generally in the 200 blocic North Mayhill Road (the
"Property Interests"), for the public use of expanding and improving Mayhill Road, a municipal
street and roadway; authorizing the City Manager or his designee to malce an offer to (1) D.J.
Halsey or Katherine H. Halsey, Tnistees, or their successors in tnist, under the Don and Kay
Halsey Living Tnist (the "Owner"); (2) successors in interest to the owner of the Property
Interests; or (3) any other owners of the Property Interests, as may be applicable, to purchase the
Property Interests for the Purchase Price of Thirty Four Thousand Nine Dollars and No Cents
($34,009.00), and other consideration, as prescribed in the Purchase Agreement (the
"Agreement"), as attached hereto and made a part hereof as Exhibit "B"; authorizing the
expenditure of funds therefor; and providing an effective date. (Mayhill Road Widening and
Improvements proj ect — Parcel M077)
BACKGROUND
In accord with the current Mayhill Road Widening and Improvements proj ect initiative (the
Project), staff is undertalcing the identification of the additional land rights necessary to
accommodate the constniction and operation of the improved roadway. Pyles-Whatley
Corporation has been engaged to provide real estate appraisal services in regard to those
identified tracts that will be directly impacted by the project.
In respect to the affected property tract owned by Halsey, the Project requires the partial
acquisition of a Fee Tract for street and drainage purposes.
Pyles-Whatley Corporation has provided a real estate appraisal report in regard to the Halsey
property tract and the land rights necessary for the Proj ect. Their findings constitute the present
offer to purchase. The only improvement situated within the proposed acquisition tract is a small
segment of concrete driveway approach, which has been accounted for in the appraised offer
price.
In addition to the value of the tract to be acquired ($7,624) and the depreciated value of concrete
driveway approach segment therein ($165), the appraiser has identified a"cost-to-cure" payment
of $26,220, so as to provide the property owner the funds necessary to a constnict a new segment
of access driveway upon owner's remaining property (approximately 3,800 square feet of paving
will be necessary). This new segment of access driveway will provide for Halsey site
connectivity to a relocated mutual access driveway. This relocated driveway approach, to be
constnicted by the City as part of the Project, will be shared with Halsey's northern neighbor
(Stoudt) and situated in a preferred alignment with a designed median opening on Mayhill Road.
Halsey's existing access driveway will be removed as part of the Project, as a best practices
access management measure.
OPTIONS
1. Approve the proposed Ordinance.
2. Decline to approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATION
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
No prior action or review regarding the identified fee tract affecting property owned by Halsey.
FISCAL INFORMATION
The overall Mayhill Road Widening and Improvements project is being funded with a
combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road
Improvement Program (TRIP `08) funds and City of Denton local match funds. The purchase
offer price of $34,009.00 plus closing costs, as prescribed in the Agreement.
BID INFORMATION
Not applicable
EXHIBITS
1. Location Map
2. Ordinance
Prepared by,
� �
�.�������
Paul Williamson,
Real Estate Manager
Respectfully subnutted,
�������
��
Franlc G. Payne, P.E.
City Engineer
�ocation Ma Don 8c Kay Halsey Living Trust
p Parcel M077
EXHIBIT 1 attachment to AIS Mayhill Road Widening and Improvements
EXHIBIT 1 attachment to AIS
s:Uegal\our documentsiordinances\12Uialsey ordinance.doc
ORDINANCE NO. 2012-
AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO
ACQUIRE FEE SIMPLE TO A 0:121 ACRE TRACT LOCATED IN THE M,E.P. & P.R.R.
CO. SURVEY, ABSTRACT NUMBER 927, CITY OF DENTON, DENTON COUNTY, "
TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT '"A", ATTACHED
HERETO AND MADE A PART HEREOF, LOCATED GENERALLY IN THE 200 BLOCK
OF NORTH MAYHILL ROAD (THE "PROPERTY INTERESTS"), FOR THE PUBLIC USE
OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND
ROADWAY; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN
OFFER TO (1) D.J. HALSEY OR KATHERINE H. HALSEY, TRUSTEES, OR THEIR
SUCCESSORS IN TRUST, UNDER THE DON AND KAY HALSEY LIVING TRUST (THE
"OWNER"); (2) SUCCESSORS IN INTEREST TO THE OWNER TO THE PROPERTY
INTERESTS; OR (3) ANY OTHER OWNERS OF THE PROPERTY INTERESTS, AS MAY
BE APPLICABLE, TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE
PRICE OF THIRTY FOUR THOUSAND NINE DOLLARS AND NO CENTS ($34,009.00),
AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT
(THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS
EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, after due consideration of the public interest and necessity and the public
use and benefit to accrue to the City of Denton, Texas:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council finds that a public use and necessity exists, and that the
public welfare and convenience require the acquisition of the Property Interests by the City of
Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition
of the Property Interests is necessary for public use to provide street and roadway expansion and
improvements to serve the public and the citizens of the City of Denton, Texas.
SECTION 2. The City Manager, or his designee, is hereby authorized to make a formal
offer to purchase the Property Interests to (i) the Owner; (ii) any and all of Owner's successors in
interest to the Property Interests; or (iii) any other parties who may own any interest in the
Properly Interests, as may be applicable.
SECTION 3. The City Manager, or his designee, is hereby authorized to (a) execute for
and on behalf of the City (i) the Agreement, by and between the City and Owner, or other owners
of the Property Interests, as applica�le, in the form attached hereto and made a part hereof as
Exhibit "B", with a purchase price of $34,009.00 and other consideration, plus costs and
expenses, all as prescribed in the Agreement; and (ii) any other documents necessary for closing
the transaction contemplated by the Agreement; and (b) make expenditures in accordance with
the tertns of the Agreement.
: ,�. �,. � � �
:. , _1". , .�: , . .e.' ..f.1.,,., �. .
SECTION 4. The City Manager, or his designee, is directed, by certified mail, return
receipt requested, to disclose to Owner, or other owners of the Property Interests, as applicable,
any and all appraisal reports produced or acquired by the City relating specifically to the
Owner's property and prepared in the 10 years preceding the date of the offer made by the
Agreement.
SECTION 5. The offer to Owner, or other owners of the Property Interests, as
applicable, shall be made in accordance with all applicable law.
SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 7. This ordinance shall become effective immediately upon its passage and
approvaL
PASSED AND APPROVED this the day of ,2012.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: �---�f"
, ... - .
EXHIBIT "A" - to Ordinance (Property Interests}
� rthur Surveying Co.; I nc.
.F'xv�f'essiox,ea3.�,accd Sxi�re,�ors:
P.O. l3ox 54 --- I.ewisville, Texas 75067
Of�ce: (972) 221-9439 •� Fax: (972)'223-4675:
EXHIBIT «A��
: MAYHILL ROAD
- •' ' RIGHT-OF-WAX
� PARCEL M077 _
- 0.121 Acre
I City of Denton, Denton County, Texas
BEING all that certain lot, tract or: parcel of land situated.in the M,E:P. & P.R.R: Co.. Survey; Abstract Number, 927,
City of Dento�n, Denton County, Texas, and being part of East McKinney Street Addition, Section Two, Block fJne, '
an addition to the City of Denton, Denton County, Texas, according.to the:plat thereof recorded in Cabiriet G,: Page
378, Plat Records of Denton County, Texas (P.R.D.C:T:), and being tnore particularly described as followsc
BEGINNING at a 1%2 inch iron rod with yellow cap stamped "Arthur Surveying Gompany" (A,S.C.) set for the
southeast corner of said East McKinney Street Addition (Cab. G, Pg. 378) and tfie northeast corner of Lot 1R; �ast
McKinney Street Addition, Se.cfion Tliree, an addition to the City of Denton, Denton County; Texas, according to
the plat thereof recorded in Cabinet C, Page 206, P.R.D:C.T., and being in tfie existing west right-of-way line of
� Ma hill Road•
Y ,
, ' THENCE Nortli 00 degrees 32 minutes 34 seconds �ast, over and across said East McKinney Street Addition (Cab.`
G, Pg. 378),. a distance of 242.20 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C:" set for corner at the:
' beginnirig`of a curve fo the left; having a radius of 937.00 feet;
, _ '• ;
• THENCE over and across said East McKinney Street Addition (Cab, G, Pg. 378), with said curve ta the Teft, haying.
' 2 central angle of 07 degrees 46 minutes 19 seconds, whose chord bears Nortk� 03 degrees 20 minutes 35 seconds
_ � West at 127:00 feet, an arc length of 127.10 feet to a"PK" nail set in asphalt for corrier;
T�IENG� North 07 degrees 13 minutes 45 seconds West, over and across said East 11%LcKinney Street Addition
(Cab: G, Pg. 378); a distance of 114.48 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner iri
the north line of said East McKinney Street Addition (Cab. G, Pg. 378) and the south line of;a tract of land desct�ibed
by deed to Kenneth L. Stout, recorded in Volume 1377; Page 69, Deed Rec,ords, Denton County,. Texas;
THENCE South 88 degrees 58 minutes 35 seconds East, with the north line of East:McKinriey Street Addition
-(Cab. G, Pg. 378) and the south line of said Stout tract; a distance of 36.71 feet to a 1/2 inch iron rod with yellow
cap stamped "A.S.C." set for the northeast corner of said �ast McKinney Street Addition.(Cab. G; Pg. 378j arid'the
southeast corner of Stout tract, same point being in the existing west right-of-way line of said Mayhill Road; `
THENCE S.outh 02 degrees 02 minutes 34 seconds West, with the east line of said �ast McKinney Street Addition
(Cab. G, Pg. 378) and the e�tisting west right-of-way line of said Mayhill Road; a.distance of 482:20 feet to the ;
POINT OF BEGINNING and containing 0,121 aere of land,mare or Iess. .. "'I
�,
������ �r�:�'�
�a Q�� �'��� s
�/ � o �
: ,.
, 0� � JOI�iN M ��1�SELL
N53�' ` , ,rj ..
i, " , �F������ .
�9
c�ron3i•so � ,�0 ���
Parcet M077
EXHIBIT "A" - to Ordinance (Property Interests)
�� �� �
x��th �. sc�ut � , �
Volume 1877� Psge 88 �g�ti I g
�',
,, �� S88°S$'3 'f B
... ...�:...._ _ _. � ._ ... 36.7P $
�, I.R.S I.R.S
�
.�9�,'� o d00 0 50 106
� exiatiny �-` �..°.� , " �.121,.�C1'8
�,�, bund��y ��t �Right of Way SCALE I� i0o'
� :� Parcel M077 B�nngs shown hereon based on the City of
�� $ (5;258 sq. ft.) Denton Q1S IJefwork.
p I NOTES:
�. "PK i • T R F; = 1/2" Iron Rod Found
'¢'� Set • �.R.S. =1/2" .Iron Rod Set. with
R=937.00' t� yellow cap stamped""Arthur
�. Ir127:10' . � � Siuveying Company�� '
�• + Easements necorded in Vql, 342,.Pg.6 &
�, 1�07°46'19"��� b�. Vol. 274, Pg: 216 do nQt.ati'ect thi5 tcact
; Chd.=NO3°20'35"W a cryy O� : So the best ofmy knowledge.
�� 127.00' �� ��. .. A11 improvements not shown hereon
�Eeat MoKinneq 9iree! AddiEion E
� 3eoEion Two� BLock One I.R.S. � I a v�
�• Cnbinei (i, Pnge 978 �
is<„ 3 ;
� :� ,
�' g � � � i
��� g � `
I �'
w i:
� �
� �� �
zl _
N82 56'49"py $ � • � .: •
182.82" I
1.R.�F. �� N88'S6'32"W 251.30' 1.R.5. g
--'-'*'- — -- ----�- —
(C.M.) � I.R.F.. �
� a3
IQioeroer 8adeghiaa I East bLo 1Kinney ��� ,��;.Q F 7'�c
t�tr, xo. 2006-104644 � 3txeet AddiEion. � p� ���"' a�87�q�"�q�
8ec t l on T h r ee o� .. ��. ,� � ti
I Cabinet C, Page 206 �� , (�.
���IOMN M ��►�SS�I.L o ' Q\
.,. •• ' �l
3" Aluminum 5��� .�,'�J
Disk 'TxDot" ��•
,
(c.M.� y�"k�..,,,s,s....�•'• c�' � �
: ��►� `o
EXHIBIT "B 11 � Bi1R�YORBCE&TfIrICATTQN:
Tha u�larelguod does here6y certliy m Title
Ma hill R o a d �otuicee (d.l?; No: 107R69) tbet fhie siway wes
thls daymade on fba grouCd oftLa ptopetty legally
dosort6cd La�ieon end ie oonect, end ro tLa 6est oF
atylduowladgq tLare grano vlei6le dlecrepsncies,
Rig t-of -W�ay �,���8���,�,��,,�a�a�,
_ Parcel M077 ����,o���pmSof�����,
eesemanfa ortlghts of wey t►wt ll�vro been edvlead
oFmcooptm ehown Lmeoa
0.121 acre .
East MeKinney Street Addition, I�hUr SU�Veying CO.;� ll��,
Section TH*o, Block One ��������
Cit of Denton P.o.Boa 64 - Lewieville, Texa� ,76087 `
y OPPice: (972) 221-9439 Fag: (972) 221-4676
Dentan County, TeX49 Eetatbliehed 1988
`. -- 2012 -- . , "
. . .... ..... .... ..: . . .....:. . .
..
;..` , . - eres � ,.
- ;;:. . ;; . ; ; .: ,, , ,:.. . , . , , .
. . .,Y. AA�.IFF
EXHIBIT "B„
TO
ORDINANCE
PURCHASE AGREEMENT
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOV�, HAVE THE RIGHT
TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF
DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE '
OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT
IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
THIS PURCHASE AGREEMENT (the "Agreement") is dated ,
2012, but effective as of the date provided below, between D.J. Halsey or Katherine H. Halsey,
Trustees, or their successors in trust, under the Don and Kay Halsey Living Trust, dated October
8, 1993, and any amendments thereto (referred to herein as "Owner") and the City of Denton,
Texas ("City")
WITNESSETH:
WHEREAS, D.J. Halsey or Katherine H. Halsey, Trustees, or their successors in trust, under
the Don and Kay Halsey Living Trust, dated October 8, 1993, and any amendments thereto, is
the Owner of a tract of land (the "Land") in the M.E.P. & P.R.R. Co. Survey, Abstract Number
927, Denton County, Texas, being affected by the public improvement project called the Mayhill
Road Widening and Improvements Project ("Project"); and
WHEREAS, City is in need of certain fee simple lands, being a part of the Land, related to
the Project; and
WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions
associated with the purchase of the necessary real property interests for the Project;
�
:
NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and'other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
l. A. At Closing, the Owner shall grant, execute, and deliver to the City a Special Warranty
Deed (herein so called), conveying to the City, subject to the reservations described below, the
tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain ;Special
Warranty Deed, and other interests as prescribed therein (the "Fee Lands"), the Special Warranty
Deed being attached hereto as Attachment 1 and made a part hereo£
The Special Warranty Deed shall be in the form and upon the terms as attached hereto and
incorporated herein as "Attachment 1 ".
B. Owner, subject to the limitation of such reservation made herein, shall reserve, for themselves,
their successors and assigns, all oil, gas and other minerals in, on and under and that may be ;
produced from the Fee Lands. Owner, their successors and assigns, shall not have the right to use or
access the surface of the Fee Lands, in any way, manner or form, in connection with or related to the
reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas
and other minerals reserved herein, including without limitation, use or access of the surface of the
Fee Lands for the location of any well or drill sites, well bores, whether vertical or any deviation
from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads,
electricity or other utility infrastructure, and/or far subjacent or lateral support for any surface
facilities or well bores, or any other infrastructure or improvement of any kind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related to the exploration or
production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall
exclude (i) all substances that any reasonable extraction, mining or other exploration and/or
production method, operation, process or procedure would consume, deplete or destroy the surface
of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands. The intent
of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in
2
�
�
accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the
surface of the earth.
2. As consideration for the granting and conveying of the Fee Lands to the City, the City shall pay
to Owner at Closing the sum of Thirty Four Thousand Nine and No/l00 Dollars ($34,009.00). The
monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary
Compensation".
3. The Owner shall convey and grant to the City the Fee Lands free and clear of all debts, liens and
other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all
closing requirements of the City in relation to solicitation of releases or subordinations of the
Encumbrances and other curative efforts affecting the Fee Lands, if necessary in the discretion of the
City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing,
such shall not be a default hereunder, although Owner may otherwise be in default under Section 10,
below. However, if the Encumbrances are not cured as provided herein, City has the option of either
(i) waiving the defects related to the remaining Encumbra.nces by notice in writing to Owner on or
prior to the Clo�ing Date, upon which the remaining Encumbrances shall become Permitted
Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement;
or (ii) terminating'this Agreement by notice in writing to Owner, in which latter event Owner and
City shall have no further obligations under this Agreement.
4. Owner stipulates that the Total Monetary Gompensation payment constitutes and includes all
compensation due Owner by City related to the Project, including without limitation, any damage to
or diminution in the value of the remainder of Owner's property caused by, incident to, or related to
the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any
improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the
Fee Lands related to activities conducted pursuant to the City ownership of the Fee Lands,
interference with Owner's activities on other property interests of Owner, caused by or related to
3
a
activities related to the Project on the Fee Lands, whether accruing now or hereafter, and Owner
hereby releases for themselves, their successors and assigns, the City, it's officers, employees,
elected officials, agents and contractors from and against any and all claims they may have now or in
the future, related to the herein described matters, events and/or damages.
5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525
South Loop 288, Suite 125, Denton, Texas, 76205 ("Title Company"), with said Title Company
acting as escrow agent, on the date which is 90 days after the Effective Date, unless the Owner and
the City mutually agree, in writing, to an earlier or later date {"Closing Date"). In the event the
Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the
Closing Date shall be the next resulting business day.
6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the
Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year
in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If
the actual amount of taxes for the calendar year in which Closing shall occur is not known as of the
Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the
Fee Lands for the preceding calendar year, a,nd shall be readjusted in cash as soon as the amount of
taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The
result of such proration is that the Owner shall pay for those taxes attributable to the period of time
prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to
change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those
taxes attributable to the period commencing as of the Closing Date. All other typical, customary and
standard closing costs associated with this transaction shall be paid specifically by the City, except
for Owner's attorney's fees, if any, which shall be paid by Owner.
7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this
Agreernent.
8.A. In the event Owner shall default in the performance of any covenant or term provided herein,
and such default shall be continuing after ten (10) days written notice of default and opportunity to
4
�
�
cure, City may exercise any xight or remedy available to it by law, contract, equity or otherwise,
including without limitation, the remedy of specific performance.
B. In the event City shall default in the performance of any covenant or term provided herein, and
such default shall be continuing after ten (10) days written notice of default and opportunity to cure,
Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by
written notice of such election to City; or (ii) enforce specific performance of this Agreement.
9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO fiHIS
AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON
COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE
SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY,
TEXAS.
10. From and after the Effective Date of this Agreement, through and including the Closing Date,
Owner shall not (i) convey or lease any interest in the Fee Lands; or (ii) enter into any agreement
that will be binding upon the Fee Lands, or upon the Owner with respect to the Fee Lands, after the
date of Closing.
11. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be
delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and
shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand
delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly
maintained receptacle for the United States Mail, registered or certified, return receipt requested,
postage prepaid, addressed as follows:
O WNER:
D.J. Halsey or Katherine Halsey,
Trustees, or their successors in
trust, under the Don and Kay Halsey
Living Trust
Phone
Telecopy:
CITY:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
5
f �
Copies to:
For Owner:
Telecopy:
For Citv:
Richard Casner, Deputy City Attorney `
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
12. This Agreement constitutes the sole and only agreement of the parties and supersedes any
prior understandings or written or oral agreements between the parties with respect to the subject
matter of this Agreement. Time is of the essence with respect to this Agreement.
13. The representations, warranties, agreements and covenants contained herein shall survive the
Closing and shall not merge with the Special Warranty Deed.
14. In the event prior to the Closing Date, condemnation or eminent domain proceedings` are
threatened or initiated by any entity or party other than the City that might result in the taking of
any portion of the Fee Lands, City may, at its election, terminate this Agreement at any time
prior to Closing.
15. Owner shall prior to Closing (i) provide to City the trust agreement for the Don and Kay
Halsey Living Trust, dated October 8, 1993, and any amendments thereto, identifying the "true
owner" of the Fee Lands; and (ii) shall identify the person who is the "true owner" of the Fee
Lands to the City, each as provided by Section 2252.092 of the Texas Government Code.
16. Authority to take any actions that are to be, or may be; taken by City under this Agreement,
including without limitation, adjusting the Closing Date of this Agreement, are hereby delegated
by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer
of City, or his designee.
�
T ,5
CITY OF DENTON, TEXAS
By:
GEORGE C. CAMPBELL;
CITY MANAGER
Date: , 2012
ATTEST: :
JENNIFER WALTERS, CITY SECRETARY
BY:
Date: , 2012
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY. i��
7G� �.
Date: � Y e.r, ,G�. L , 2012
OWNER:
D.J. Halsey, Trustee, or his successors
in trust, under the Don and Kay Halsey Living Trust,
1 an an amendments thereto
O t r 8 993 d
d
ated c obe
� , Y
Date: , 2012
Katherine H. Halsey, Trustee, or her successors
in trust, under the Don and Kay Halsey Living Trust,
dated October 8, 1993, and any amendments thereto
Date: , 2012
'�
7
I
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of one (1) executed copy of
this Agreement. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement
and comply with Section 6045(e) of the InternaT Revenue Code of 1986, as amended from time _
to time, and as further set forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Tit1e Resources, LLC
525 South Loop 288, Suite 125
Denton, Texas 76205
Telephone: (940) 381-1006
Telecopy: (940) 898-0121
By:
Printed Name:
Title:
Contract receipt date: , 2012
8
ATTACHMENT 1
TO
PURCHASE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
That D.J. Halsey or Katherine H. Halsey, Trustees, or their successors in trust,
under the Don and Kay Halsey Living Trust, dated October 8, 1993, and any amendments
thereto (herein called "Grantor"), for and in consideration of the sum of TEN AND
NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in
hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal
Corporation (hereim called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the
receipt and sufficiency of which are hereby acknowledged and confessed, has
GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and
CONVEY, unto Grantee all the real property in Denton County, Texas, being particularly
described in E�ibit "A" and depicted in Exhibit "B", attached hereto and made a part
hereof for all purposes, and being located in Denton County, Texas, together with any
and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way
and together with all and singular the improvements and fixtures thereon and all other
rights and appurtenances thereto (collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for
themselves, their successors and assigns all oil, gas and other minerals"in, on and under
and that may be produced from the Property. Grantor, their successors and assigns shall
not have the right to use or access the surface of the Property, in any way, manner or
form, in connection with or related to the reserved oil, gas, and other minerals and/or
T
related to exploration and/or production of the oil, gas and other minerals reserved herein,
including without limitation, use or access of the surface of the Property for the location
of any well or drill sites, well bores, whether vertical or any deviation from vertical,
water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads,
electricity or other utility infrastructure, andlor for subjacent or lateral support for any
surface facilities or well bores, or any other infrastructure or improvement of any kind or
type in connection witk or related to the' reserved oil, gas and other minerals, and/or
related to the exploration or production of same'.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons
and shall exclude (i) all substances that any reasonable extraction, mining or other
exploration and/or production method, operation, process or procedure would consume,
deplete or destroy the surface ofthe Property; and (ii) all substances which are at or near
the surface of the Property. The intent of the parties hereto is that the meaning of the
term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v.
Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and a1T
areas above the surface of the earth.
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions]
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property nnto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor, but not
otherwise.
Page 2 of 4
EXECUTED the day of _
2012.
D.J. Halsey, Trustee, under the
Don and Kay Halsey Living Trust, dated
October 8, 1993
Katherine H. Halsey, Trustee, under the
Don and Ka Halse Livin Trust dated
Y Y g �
October 8, 1993
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on , 2012 by
D.J. Halsey, Trustee, under the Don and Kay Halsey Living Trust, dated October 8, 1993,
on behalf of said trust.
Notary Public, State of Texas
My commission expires:
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on , 2012 by
Katherine H. Halsey, Trustee, under the Don and Kay Halsey Living Trust, dated October
8, 1993, on behalf of said trust.
Page 3 of 4
Notary Public, State of Texas
My commission expires:
� -.
Upon Filing Return To: Property Tax Bills To:
it f Denton Finance De artment
T it of Denton-En ineerin C o
he C P
Y
g g Y
Attn: Paul Williamson 215 E. McKinney Street
901-A Texas Street Denton, Texas 76201
Denton, Texas 76209
Page 4 of 4
I
�
' .-� - . EXHIBIT A- to Special Warranty Deed
�
,
rthur Sur�eying Ca., I nc. :
.�'".rr.�%ssio�xa,� .�,�d S�xz~�r�yoz�
P.O. Box 54 � I.ewieville, Texas 75067
Of�ce: (972) 22I-9439 •� Fax: (972) 221c4675.
:
EXHIBIT «A»
MAYHILL ROAD
� _ RTGHT-OF-WAY
. PARCEZ M077 :
0.121 Acre
I City of Denton, Denton County, Texas
B�ING all that certain lot, tract or parcel of land situated.in the M.E.P, & P.R.R: Co.. Survey; Abstract Number:927,
City of Denton, Denton County, Texas, and being part of E.ast McKinney: Street Addition, Section Two; Block One, '
an addition to the City of Denton, Denton County, Texas, according to the:plaf thereof recorded in Cabinet G, Page
378, Plat Records of Dentom County, Texas (P.R.D.C:T:), and being more particularly described as follows: ,
BEGINNING at a l/2 inch iron rod with yellow cap statnped "Arthur Surveying Gompany" (A.S.C.) set for the
southeast corner of said East McKinney Street Addition (Cab. G, Pg. 378) and tfie northe�st`corner of Lot 1R, East
McKinney Street.Addition, Section Tliree, an addition to the City of Denton, Denton County, Texas, according to
the plat thereof recorded in Cabinet C, Page 206, P.R.D.C.T., and being in.tkie existing west right-of-way line of
Mayhill Road;
THENCE North 00 degrees 32 minutes 34 seconds East, over and across said East McKinney Street Addition (Cab.
G, Pg, 3"78),, a distance of 242,20 feet to a 1/2 inch iron rod with yellaw cap stamped-"A.S.C." setfor corner: at the:
beginnirig of a curve to thelefk; having a radius of 937.40 feet;
• THENCE over and across said East McKinney Street Addition {Cab. G, Pg. 378), with said curve tp tHe Teft, liaving
�. central angle of 07 degrees 46 minutes 19 seconds, whose chord bears North 03 degrees 20 minutes 35 seconds
`West at 127:00 feet, an arc length of 127.10 feet to a"PK" nail set in asphalt for comer; '
T�IENC� North 07 degrees 13 minutes 45 seconds West, over and across said East McKinney Street Additiqn
(Cab: G, Pg. 378); a distance of 114.48 feet to a 1/2 inch iron rod with yellow cap Stamped;"A.S.C." s..et for c:orner in
the north line of said East McKinney Street Addition (Cab. G, Pg. 378) and the south line of a tract of land desct�ibed
by deed to Kenneth L. Stout, recorded in Volume 1377; Page 69, Deed Re�ords; Dentori County, Texas;
T�ENCE South 88 degrees 58 minutes 35 seconds East, with the north line of East: McKinney Street Addition .
(Cab. G, Pg. 378) and the south line of said Stout tract; a distance of 36.71 feet to a 1�2 inch iron rod with y.ellow
cap stamped "A.S.C." set for the north.east corner of said East McKinney Street Addition (Cab, G; Pg. 378j and the
southeast corner of Stout tract, same point being in the existing west right-af-,way line of said Mayhill Road;
THENCE S.outh 02 degrees 02 minutes 34 seconds West, with the east line of said East McKinney Street Addition
(Cab. G, Pg. 378) and the exfsting west right-of•way line of said Mayhill Road, a distance qf 482:20. feet to the . i
POINT OF BEGINNING and containing Q.121 aere of land, more or less. .. 'I
_ �c� °� r�-
� ��C�;' ��S7�qc�`'�tn
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. �� � �v3� .�,vt ..
••�t .'"F.Lcg`,�!„��� .
ciio�i3r-ao ` �0 ' ���
Parcel MOi7
,.n.m:x�::�Jv, ` ' ��': � � � ' .. . . ... . . . .. , .. : .
.
EXHIBIT B- to Special Warranty Deed
�� ► � : p
��� L 9�ut � ,,
Volume 1377� Page 89 �q�ti �g
�
� S88°58'3 'fE
_......r...� _ _ .,..`.:..._ .r � _ _ 36.91' �.R.S.
�
,�' f.R.5.
�,���'� 0 100 0 50 iQ0
exlstln9 A W� ', �.121 �CCO. -
�,�9 n�ner� A�1 �.� Right-of-Way SCALE: i�=100'
�� �I Parcel M077 Bearin�s shown hereon based on the Citq of
�� � $ (5;258 sq. ft.) Denton GTS Nefwork.
p I NOT�3:
�✓ . ' „PK g . IRF: =1/2° Iron Rod'Found
'�'� �et � • I.R.S. =1/2" Iran. Rod Set with
%�-• R=937.00' (g yellow cap stamped "Arthur
�127:10' . � � S.urveying Company�� ;
�' ' • Easements recotded m Voi 342, Pg 6�
D�7°46'19"��� I o� . not ect thi tra t
�, N Vol. 274, Pg. 216 do aff s c
Chd.�NO3°20'35"W s cy Q�^ to the best of iny knowledge,
"Q � 127.00' �°e� ��O . All improvements not shpwn hereon.
�East MoKinney 9treet Addition a
� 9eotion Two. Blook One l.R.S. � I a b
�' Cabinet Ci, Pnge 378 i$� �
� :� •
. b' g �. i
�j� 8 Q'+ I
I �'
W g
N $
' •6 �
Z i
N82 S6'49»w g • 1'. � � . .
182.82' I
�"""" N88 56'32"W 251.30' . LR.S. g
I.R.F. — — —
(C.M.)' � ��`"�'' �I.R�.F..
I a3 '
Lot iR
IQ�►osroe 8ade8�� � Eest MoKinne �� v� '��::•Q �• ��
Instr. No. 2006-104644 � ggection dThree � p� ����d`�7�AF��
I CabSnet C, Page 208 �� �� � � t 1�
d ��Jf3MN M �t�SSELL..a ° 4\
3" Aluminum •��� ..."�r
Disk`C.M.� ot" ...����$���� , \A .
,�».. �.... r° ' �V
� ���� `� . ..
EXHIB IT "B " SURVEYOR6 CBRTiIiCATIQN:
7ria unders3�addoasharebycard$+ro TIt1e
Ma hill Roaa �((iJ+i Na 102469) thaCt6is euryey wes .
dJs daymade on tbagmmfd of t5a property legally,
dosai6ed heiioon and te comct, end M thp.best oF
a�yicnowlalga tLaie ere no vleible diecitipqnotae,
Rig t--of -W�ay �����8�m�,����0��,
Parcel M077 ���,o��p�of,����,
oesmienis orrlghb of way fhat l hsvobabn ativlsad
ofexcaptas ehoav Leroon. .
0.121 acre _ .
East MeKinney Street Addittion, rthUr SurVeying CO.� l�C.
Section Tv�*o, Block One ����a��o�
Cit of Denton P.o.Boa B4 -- Lewlevllle, Texas ,76087
Y oe���: (972) 221-9439 Fas: (972) 221-4876
l�enton County, T@Sa9 �Estatblished 1986
° 2012 --
..... � . ,.. ... .. ,.� .. . _.,. _..
� , ,
- erce _ .
.. :;: ', , ,.,
.. . . ...i . .. . . .. . . . .. ... . . . . . . .. . .. ...... ... .)a.: ..Iif :M1 .
%
tl µ111II,"�tl*II"IIu �'"h�j!�tl*Il.11tl� ;q ,'+Q,
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Utilities
ACM: Howard Martin, 349-8232 ����'
SUBJECT
Consider adoption of an ordinance finding that a public use and necessity exists to acquire fee
simple to a 0.586 acre tract located in the Morreau Forrest Survey, Abstract Number 417, City of
Denton, Denton County, Texas, as more particularly described on Exhibit "A", attached hereto
and made a part hereof, located generally in the 600 block of South Mayhill Road (the "Property
Interests"), for the public use of expanding and improving Mayhill Road, a municipal street and
roadway; authorizing the City Manager or his designee to malce an offer to (1) Miles Land
Company, Inc., a Texas corporation (the "Owner"); (2) successors in interest to the Owner to the
Property Interests; or (3) any other Owner's of the Property Interests, as may be applicable, to
purchase the Property Interests for the Purchase Price of Sixty Three Thousand Six Hundred
Ninety One Dollars and No Cents ($63,691.00), and other consideration, as prescribed in the
Purchase Agreement (the "Agreement"), as attached hereto and made a part hereof as Exhibit
"B"; authorizing the expenditure of funds therefore; and providing and effective date.
(Mayhill Road Widening and Improvements proj ect — Parcel M 104)
BACKGROUND
In accord with the current Mayhill Road Widening and Improvements proj ect initiative (the
Project), staff is undertalcing the identification of the additional land rights necessary to
accommodate the constniction and operation of the improved roadway. Pyles-Whatley
Corporation has been engaged to provide real estate appraisal services in regard to those
identified tracts that will be directly impacted by the project.
In respect to the affected property tract owned by Miles Land Company, the Proj ect requires the
partial acquisition of a Fee Tract for street and drainage purposes.
Pyles-Whatley Corporation has provided a real estate appraisal report in regard to the Miles Land
Company property tract and the land rights necessary for the Project. Their findings constitute
the present offer to purchase. Improvements situated within the proposed acquisition tract
consist of 650 lineal feet of chain linlc fencing ($9,750) and two (2) signs (collectively $22,000),
which have been accounted for in the appraised offer price.
OPTIONS
1. Approve the proposed Ordinance.
2. Decline to approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATION
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
No prior action or review regarding the identified fee tract affecting property owned by Miles
Land Company.
FISCAL INFORMATION
The overall Mayhill Road Widening and Improvements project is being funded with a
combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road
Improvement Program (TRIP `08) funds and City of Denton local match funds. The purchase
offer price of $63,691.00 plus closing costs, as prescribed in the Agreement.
BID INFORMATION
Not applicable
EXHIBITS
1. Location Map
2. Ordinance
Prepared by,
� �
�.�������
Paul Williamson,
Real Estate Manager
Respectfully subnutted,
�������
��
Franlc G. Payne, P.E.
City Engineer
�ocation Map MILES Parcel M104
EXHIBIT 1 attachment to AIS Mayhill Road Widening and Improvements
EXHIBIT 2 attachment to AIS
z:\ordinances\12�►niles land company ordinance.doc
ORDINANCE NO. 2012-
AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO
ACQUIRE FEE SIMPLE TO A 0.586 ACRE TRACT LOCATED 1N THE MORREAU'
FORREST SURVEY, ABSTRACT NUMBER 417, CITY OF DENTON, DENTON COUNTY,
TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED
HERETO AND MADE A PART HEREOF, LOCATED GENERALLY 1N THE 600 BLOCK
- OF SOUTH MAYHILL ROAD (THE "PROPERTY INTERESTS"), FOR THE PUBLIC USE
OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND
ROADWAY; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN
OFFER TO (1) MILES LAND COMPANY, 1NC., A TEXAS CORPORATION (THE
"OWNER"); (2) SUCCESSORS 1N INTEREST TO THE OWNER TO THE PROPERTY
1NTERESTS; OR (3) ANY OTHER OWNERS OF THE PROPERTY 1NTERESTS, AS MAY
BE APPLICABLE, TO PURCHASE THE PROPERTY INTERESTS FOR THE Pt1RCHASE
PRICE OF SIXTY THREE THOUSAND SIX HUNDRED NINETY ONE DOLLARS AND
NO CENTS ($63,691.00), AND OTHER CONSIDERATION, AS PRESCRIBED 1N THE
PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND
MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, after due consideration of the public interest and necessity and the public
use and benefit to accrue to the City of Denton, Texas:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council finds that a public use and necessity exists, and that the
public welfare and convenience require the acquisition of the Property Interests by the City of
Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition
of the Property Interests is necessary for public use to provide street and roadway expansion and
improvements to serve the public and the citizens of the City of Denton, Texas.
SECTION 2. The City Manager, or his designee, is hereby authorized to make a formal
offer to purchase the Property Interests to (i) the Owner; (ii) any and all of Owner's successors in
interest to the Property Interests; or (iii) any other parties who may own any interest in the
Property Interests, as may be applicable.
SECTION 3. The City Manager, or his designee, is hereby authorized to (a) execute for
and on behalf of the City (i) the Agreement, by and between the City and Owner, or other owners
of the Property Interests, as applicable, in the form attached hereto and made a part hereof as
Exhibit "B", with a purchase price of $63,69L00 and other consideration, plus costs and
expenses, all as prescribed in the Agreement; and (ii) any other documents necessary for closing
the transaction contemplated by the Agreement; and (b) make expenditures in accordance with
the terms of the Agreement.
SECTION 4. The City Manager, or his designee, is directed, by certified mail, return
receipt requested, to disclose to Owner, or other owners of the Property Interests, as applicable,
any and all appraisal reports produced or acquired by the City relating specifically to the
Owner's property and prepared in the 10 years preceding the date of the offer made by the
Agreement.
SECTION 5. The offer to Owner, or other owners of the Property Interests, as
applicable, shall be made in accordance with all applicable law.
SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this `
ordinance, or application thereof to any persons or circurnstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 7. This ordinance shall become effective immediately upon its passage and
aPProvaL
, PASSED AND APPROVED this the day of , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: /�� -� �-�'�
MARK A. BURROUGHS, MAYOR
�
,-�,: .
EXHIBIT "A" - to Ordinance (Property Interests)
rthur Surveyi�g Co., I nc.
h'ro#'�ssionaY JC,Ernc� Sxxx�v��vxs
P.O. Boz 54 ^� Lewiaville, Texas 7506'7 _
Ofiico; (972) 221»9439 -� Fax: .(972) 221-4675
EXHIBIT «A» ,
_ MAYHILL ROAD
RIGHT-OF-WAY
. PARCEL M104
O.S86 Acre
City of Denton,'Denton County, Texas
BEING alTthat certainlot, tract or parcel of land situated in the Morreau Forrest Survey, Absttact Number 4i7; City '
of Denton, Denton County, Te�as, and being part of a tract of land described by deed to Miles Land Company,
recorded under County Clerk's File Number 2000-3838, Rea1 Property Records, Denton County, Texas
(R.P.R.D.C:T:), and being more particularly described as follows: -
BEGINNING at a 172 inch iron rod with yellow cap stamped "Arthur Surveying Cornpany" (A:S.C.) found for the
northwest comer of said Miles Land Company tract and �the southwest corner of a tracf of land described by deed to
� the City of Denton, recorded under County Clerk's File Number 97-19639, R.P:R.D.C.T., and being in It�Iayhill :
Road;
� THENCE North 75 degrees 28 minutes 16 seconds East, with the north line of said Miles Land Company tract and
a south line of said City of Denton tract, a distance of 85.75 feet to a 1/2 inch iron rod with yellow cap stamped
"A.S.C." set for corner at the beginning of a non-tangent curve to the right, having a radius of 2567.50 feet;
THENCE over and across said Miles Land'Company tract, with said curve to the right, having a central angle of 03 `
degrees 46 minutes 24 seconds, whose chord bears South 06 degrees, 30 minntes 45 seconds West a distance of
169.05 feet, a� arc length of 169.08 feet to a 1/2 inch iron rod with yellow cap stam�ed "A.S.C:' set for cortier;
TH�NGE South 08 degrees 23 minutes 57 seconds West, over and across said Miles Land Company tract, a
distance of 233.39 feet to a"PK" Nail set in asphalt for corner in the north line of a tract of land described by deed '
to Kukahi Corporation Solutions, Inc., recorded under Instrument Number 2009-137926, Official Public Records,
Denton County, Texas;
THENCE North 87 degrees 25 minutes 15 seconds West, over and across said Miles Land: Gompariy tract and with
; the north line of said Kukahi Corporation tract, a distance of 46.59 feet to a"PK" Nail set in asphalt for corner in the :
west line of said Miles Land Company tract and the northwest corner of said Kukahi Corporation iract, and being in
Mayhill Road;
THENCE North 02 degrees 33 minutes 51 seconds East, with the west line of said Miles Land Company tract and
in Mayhill Road, a distance of 375.62 feet to the POINT OF BEGINNING and containing 0.586 acre of land, of
which 0.118 lies within existing Mayhill Road.
���� r
�•�
�P a�'sT�qc�*�tn
�/ .�....� �' °.�..
. o� JO� M. �t� iSS�LI���
N�� . ,...,
�l ,`�� �,�ta� �,��
�. `Q' "�r%�.�����V . :
'l7 �U�
C1107131-15 �
Parcel M104
_.
.�:" S 3:� ��,i . .,.:.... .�...t' ,' �. � .. . -.. �.�.. � .. � .' �
. � =�' EXHIBIT "A" - to Ordinance (Property Interests)
„ , . ._
.
ICity o! DenCon
� � C.C.�g7-19839
i
1 C.I.R.F.
„
P. o B. i _ �7159 94� � \\ -
' � �:�''�" �
too o so . ioo Ll 1.R.s. �� \; :
C.f.R.F. � + �
SCALfi: L" =10D' (C.M.) I �
Bearings shown hereon based on the City of
Denton aIS Network. � j
: � I � Cl �
��y0 1 ' ��^
NOTES: h+y a: t Fi4
• I.R.F,=1/2"IronRodFound � I M�y_i I �y'0�
• C,I:R.F'. = 1/2" Iron Rod Found b �""—"--' K— � �y
with yellow cap stamped a �v � � � '�
"Rrfhur Surveying Company�� � � � � � I.R.S. � G�,
• I.R.S. � 1/2 Iron Rod Set with � cn� M I,y
yellow cap stamped "Arthur �y � R� �^'' � Idike` Lnnd Compenq ,���
Surve in Com an ° ryly� 1 C.C.#200.0-3838 h�,
• A1l im rovements ot hown hereon. �0° � (rematnder) �
P <hy � � �'� 3hin A1 (3roup, Inc.
N� !M �,,� � lnstrument No. 2010-18093
OI.� x—N
'Xil b/d.��%?��% � �
�
� � K� � � �
New Right-of-way 0.468 ac. (20,379 � f �' $q,�
Existing Implied Dedication 0.118 aa (5,158 sq, ft.) Ig ;'� � ,(�B I
0.586 Acres �2s,537 sq. ft.} �� +� � �. ,
Right-of-Way �� w j� � �,�� �
Parcel M1 � � .� i .
� � � ! �
�� �, $T p�� "PK" Nail � � ._ _—L- — — — — .
�/ ��,,�. �' •,ti� Set . L2 PK" Nall S -- . � _ _ — _�
�q�+��� ELL� � ' ----. et ._— _ ` �--
1, ,..,.,,,, • ,
. .... �
/� ��t�.�, �� 30' Access Easement .
. ��,, �- � ^ � fnstn No. 2010-16096
�� ����� ��'i
� � M�
/"�� N�� Kukaht Gorporation Soluttone, Inc.
/ J�. y I tnetrument No: , 2009-137928
1�/ \ BURVEYORS CER�ICARTON: �
: , 2'bn vnddaigned doea lietaby catltj� to Wet this I `
aurvey tvea tLie dey made on the g[mmd oPtLe I
�P�Y ��Y deectibed hareon aad Ie concc4 add ,
Oo tLe 6eat of�yimawledgey thera em ao vJaf6le
disaiepnnoics, confllcle. ahnrts8oa la area. 6oundery I. R. F. �, --
llne contlicb mcmecLmenb, m�fnpping of' (C. M.) � — — ` — — — - — — — _ _
Impmvemmts, �ants orrighfe of way rLetl � ��-
5ava ban aavieea otexcept as eLoivn saeon. LINE :TABLE
Ll N7S°28'16"B 85:75'
t t t t L2 N87°25'1 S"W 46:59'
EXHIBIT B
Ma hill I�oad C��; T�L� _
• # Radius Len Delta , Ghord
Rlg t—Of —way Cl 2567.50' 169.08'. Q3°46'24" SOG°30'45"W 169.45'
Parcel M104
0.588 Acre
. i
Morreau Forrest Survey, .. rthur Survey�ng Co.� 1 n�. '
Abstract Number 417 .�rnrr��o�rr.�as�ey+�s
ril�y Of DeiltOil P.O.Bos 54.— Lewieville, Tegas 76Q67
Texas or:��et (972) 221-9439 Faa: {972) 221-4678
Denton County� Eatatbliehed 1988 .
- 201'1 -
EXHIBIT „B„
TO
ORDINANCE
PURCHASE AGREEMENT
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT
TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF
DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE
OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT
IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
THIS PURCHASE AGREEMENT (the "Agreement") is dated ,
2012, but effective as of the date provided below, between Miles Land Company, Inc., a Texas
corporation (referred to herein as "Owner") and the City of Denton, Texas ("City").
WITNESSETH:
WHEREAS, Miles Land Company, Inc., a Texas corporation, is the Owner of a tract of land
(the "Land") in the Morreau Forrest Survey, Abstract Number 417, Denton County, Texas, being
affected by the public improvement project called the Mayhill Road Widening and
Improvements Project ("Project"); and
WHEREAS, City is in need of certain fee simple lands, being a part of the Land, related to
the Project; and
WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions
associated with the purchase of the necessary real property interests for the Project;
I
NOW, THEREFORE, for Ten and No/l00 Dollars ($10.00); and other' good and valuable
consideration, the receipt and adequacy of, which is hereby acknowledged, the parties agree as
follows: _
1. A. At Closing, the Owner shall grant, execute, and deliver to the City a Special Warranty
Deed (herein so called), conveying to the City, subject to the reservations described below, the
tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Special
Warranty Deed, and;other interests as prescribed therein (the "Fee Lands"), the Special Warranty
Deed being attached hereto as Attachment l and made a part hereof.
The Special Warranty Deed shall be in the form and upon the terms as attached hereto and
incorporated herein as "Attachment 1 ".
B. Owner, subject to the limitation' of such reservation rnade herein, sha11- reserve, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be produced
from the Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the "
surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved
oil, gas, and other minerals and/or related to exploration andlor production of the oil, gas and other
minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands
for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical,
water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface' facilities or well bores, or
any ' other infrastructure or improvement of any kind or type in connection with or related to' the
reserved oil, gas and other minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall
exclude (i) all substances that any reasonable extraction, mining or other exploratian and/or
production method, operation, process or procedure would consume, deplete or destroy the suriace
of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands. The intent
of the ; parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in _
accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
2
I
As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the
surface of the earth.
2. As consideration for the granting and conveying of the Fee Lands to the City, the City' shall pay
to Owner at Closing the sum of Sixty Three Thousand Nine Hundred Sixty One and Nof100 Dollars
($63,961.00), The monetary compensation prescribed in this Section 2 is herein referred to as the
"Total Monetary Compensation".
3. The Owner shall convey and grant to the City the Fee Lands free and clear of all debts; liens and
other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all
closing requirernents of the City in relation to solicitation of releases or subordinations of the
Encumbrances and other curative efforts affecting the Fee Lands, if necessary in the discretion of the
City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing,
such shall not be a default hereunder, although Owner may otherwise be in default under Section 10,
below. However, if the Encumbrances are not cured as provided herein, City has the option of either
(i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or
prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted
Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement;
,
or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and
City shall have no further obligations under this Agreement.
4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all
compensation due Owner by City related to the Project, including without limitation, any damage to
or diminution in the value of the remainder of Owner's property caused by, incident to, or related to
the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any
improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the
Fee Lands related to activities conducted pursuant to the City ownership of the FeE Lands,
interference with Owner's activities on other property interests of Owner, caused by or related to
activities related to the Project on the Fee Lands, whether accruing now or hereafter, and Owner
hereby releases for itself, its successors and assigns, the City, it's officers, employees, elected -
3
.
,.,.�..,�: �_. ..��.�.x� ;, .: .:
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officials, agents and 'contractors from and against any and all claims it may have now or in the
future, related to the herein described matters, events and/or damages.
5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525
South Loop 288, Suite 125, Denton, Texas, 76205 ("Title Company"), with said Title Cornpany
acting as escrow agent, on the date which is 90 days after the Effective Date, 'unless the Owner and
the City mutually agree, in writing, to an earlier or later date ("Closing Date"). ' In the event the
Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the
Closing Date shall be the next resulting business day.
6; The stipulated Total Monetary Compensation amount shall be paid' by the City at Closing to the
Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year
in which Closing shall occur shall be prorated between Owner and City as of the Closing Date: If
the actual arnount of taxes for the calendar year in which Closing shall occur is not known as of the
Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the
Fee Lands for-the preceding calendar year, and shall be readjusted in cash as soon as the amount of <
taxes levied against the Fee Lands for the calendar year in which Closing shall occux'is known. The
result of such proration is that the Owner shall pay for those taxes attributable to the period of time
prior to the Closing Date (including, but not limited to, subsequent assessrnents for prior years due to
change of land usage or ownership occurring prior to the Closing Date) and Gity shall pay for those
taxes attributable to the period commencing as of the Closing Date. All othex typical, customary and
standard closing costs associated with this transaction shall be paid specifically by the City, except
for Owner's attorney's fees, if any, which shall be paid by Owner.
7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this
Agreement.
'�i' 8.A. In the event Owner shall default in the performance of any covenant or term provided herein,
and such default shall be continuing after ten (10) days written notice of default and opportunity to
cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise,
including without limitation, the remedy of specific performance.
4
B. In the event City shall default in the performance of any covenant or term provided herein, and
such default shall be continuing after ten (10) days written notice of default and opportunity to cure,
Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by
written notice of such election to City; or (ii) enforce specific performance of this Agreement.
I 9; THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS
AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE 1N DENTON
COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE
SOLELY 1N THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY,
TEXAS:
10. From and after the Effective Date of this Agreement, through and including the Closing Date,
Owner shall not (i) convey or lease any interest in the Fee Lands; or (ii) enter into any agreement
that will be binding upon the Fee Lands, or upon the Owner with respect to the Fee Lands, after the
date of Closing. .
11. Any notices prescribed or allowed hereunder to Owner or City shall be in writing' and shall be
delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and
shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand
delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly
maintained receptacle for the United States Mail, registered or certified, return receipt requested,
postage prepaid, addressed as follows:
OWNER: CITY: '
Miles Land Company, Inc. City of Denton
Paul Williamson
Real Estate and Capital Supporf
901-A Texas Street
Phone Denton, Texas 76209
Telecopy: Telecopy: (940) 349-8951
Copies to:
5
.` . . .. . � . . . . . . . . � . . . . . . .
For Owner: For Citv: '
: Richard Casner, First Assistant City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: Telecopy: (940) 382-7923
12. This Agreement constitutes the sole and only agr�ement of the parties and supersedes any
prior understandings or written or oral agreements between the parties with respect to the subject
matter of this Agreement. Tirne is of the essence with respect to this Agreement.
13. The representations, warranties, agreements and covenants contained herein shall survive the
Closing and shall not merge with the Special Warranty Deed.
14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are
threatened or initiated by any entity or party other than the City that might result in the taking of
any portion o� the Fee Lands, City may, at its election, terminate this Agreement at any time
prior to Closing.
15. Authority to take any actions that are to be, or may be, taken :by City under this Agreement,
including without limitation, adjusting tfie Closing Date of'this Agreement, are hereby delegated
by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer
of City, or his designee:
CITY OF DENTON, TEXAS
By:
GEORGE C. CAMPBELL,
CITY MANAGER
Date: ` , 2012
b
.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY `
BY:
Date: , 2012
APPROVED AS TO LEGAL� FORM:
ANITA BURGESS, CITY ATTORNEY
BY:, �_.----,�,,
Date: /��e,.. G� � , 2012
OWNER:
MILES LAND COMPANY, INC., a Texas corporation
By:
Name:
Title:
Date: , 2012
7 ;
� -
� �
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Tit1e Company acknowledges receipt of one (1) executed copy of
this Agreement. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement
' and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time
to time, and as further set forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Title Resources, LLC
525 South Loop 288, Suite;,125
Denton, Texas 76205
Telephone: (940) 3 81-1006
Telecopy: (940) 898-012 T
By:
Printed Name:
Title:
Contract receipt date: , 2012 `
8
ATTACHMENT 1
TO
PURCHASE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
That Miles Land Company, Inc., a Texas corporation (herein called "Grantor"),
for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other
good and valuable consideration to Grantor in hand paid by the CITY OF DENTON,
TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E.
McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby
acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these
presents does GRANT, SELL and CONVEY, unto Grantee all the real property in
Denton County, Texas, being particularly described in Exhibit "A" and depicted in
Exhibit "B", attached hereto and made a part hereof for all purposes, and being located in
Denton County, Texas, together with any and all rights or interests of Grantor in and to
adjacent streets, alleys and rights of way and together with all and singular the
improvements and iixtures thereon and all other rights and appurtenances thereto
(collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be
produced from the Property. Grantor, its successors and assigns shall not have the right
to use or access the surface of the Property, in any way, manner or form, in connection
with or related to the reserved oil, gas, and other minerals and/or related to exploration
and/or production of the oil, gas and other minerals reserved herein, including without
�
I
�
limitation, use or access of the surface of the Property for the location of any well or drill
sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas,
seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility
infrastructure, and/or for subjacent or lateral support for any surface facilities or well
bores, or any other infrastructure or improvement of any kind or type in connection with
or related to the reserved oil, gas and other minerals, and/or related to the exploration or
production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons
and shall exclude (i)' all substances that any reasonable extraction, mining or other
exploration and/or production method, operation, process or procedure would consume,
deplete or destroy the surface of the Property; and (ii) all substances which are at or near
the surface of the Property. The intent of the parties hereto is that the meaning of the "
term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v.
Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all
areas above the surface of the earth.
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions]
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through or under Grantor, but not
otherwise.
Page 2 of 3 :
!Y
J•. � � . . . . .
EXECUTED the day of , 2012. '
Miles Land Company, Inc., a
Texas corporation
By:
Name:
Title:
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on , 2012 by
, of Miles Land Company, Inc., a Texas
corporation, onbehalf of said corporation.
Notary Public, State of Texas
My commission expires:
Upon Filing Return To: Property Tax Bills To:
The City of Denton-Engineering City of Denton Finance Department
1 E. McKinne Street
illiams
on 2 5
Attn: Paul W Y
901-A Texas Street Denton, Texas 76201
Denton, Texas 76209
Page 3 of 3
�;. ._.... :..�.. F. � �� . �: � �� �
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� EXHIBIT A- to Special Warranty Deed
rthur Surveying Co., I nc.
�xof�ssivna3 L�,zta� Suxx~st.e,yoxs
� P.O. Box 54 � Lewisviile, Texas 75067 _
Of�ica: {9'72� 221-9439 •� Fax:.(972) 221-46'7$
EXHIBIT «A��
MAYHILL ROAD
RIGHT-OF-WAY
. PARCEL M104
0.586 Acre
City of Denton, Denton County, '�exas �
�
� BEING alTthat certain lot, tract or parcel of land situated in the Morreau Forrest Survey, AbsEract Number 417; City
, of Denton, Denton County, Te�as, and being part of a tract of land described by deed to Miles Land Company,
recorded under County Clerk's File Number 2000-3838, Real Property Records, Denton County, TexaS
(K.P.R.D.C.T:), and being more particularly described as follows:
BEGINNING at a 172 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A;S.C.) found for the .
northwest comer of said Miles Land Company tract and the southwest corner of a tracf of land described by de�d to
the City of:Denton, recorded under County Clerk's File Nutnber 97-19639, R.P:R.D.C.T., and being in Mayhill
Road;
THENCE North 75 degrees 28 minutes 16 seconds East, with the north line of said Miles Land Company tract and
' a south line of said City of Denton tract, a distance of 85.75 feet to a 1/2 inch iron rod with yellow cap stamped
"A.S.C" set for corner at the beginning of a non-tangent ciuve to the right, having a radius of 2567.SU feet;
THENCE over and across said Miles Land Company tract, with said cuxve to the right, having a central angle of 03
degrees 46 minutes 24 seconds, whose chord bears South 06 degrees 30 minutes 45 seconds West a distance of.
169.05 feet, an arc length of 169.08 feet to a l/2 inch iron rod with yellow cap stamped "A.S.C." set for cortier;
, .
TH�NCE South 08 degrees 23 minutes 57 seconds West, over and across said Miles Land Company tract, a
distance of 233.39 feet to a"PK" Nail set in asphalt for corner in the north line of a tract oF land described by deed
to Kukahi Corporation Solutions, Inc., recorded under Instrument Number 2009-137926, Official Public Records,
Denton County, Texas;
THENCE North 87 degrees 25 minutes 15 seconds West, over and across said Miles Land �ompany tract and with
, the north line of said Kukahi Corporation tract, a distance of 46.59 feet to a"PK" Nail set in asphalf for corner in the .
west line of said Miles Land Company tract and the northwest comer of said I{ukahi Corporation tract, and being in
Mayhill Road;
THENCE North 02 degrees 33 minutes 51 seconds East, with the west line of said Miles Land Company tract and
in Mayhill Road, a distance of 375.62 feet to the POINT OF BEGINNING and containing 0.586 acre of land, of
which 0.1181ies within existing Mayhill Road.
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Parcel M104
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Beazings shown hereon besed on the City of
Denton G15 Network.
NOTES;
� I.R.F. =1/2" Iron Rod Found
• C.I:R.F, =1/2" Iron Rod Found
with yellow cap stamped
"Arthur Surveying Company"
• I.R.S. � 1/2° Iron Rod Set �vith
yellow cap stamped "Arthur
Surveying Company"
• All improvements not shown hereon.
EXHIBIT B- to Special Warranty Deed
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New Right-of-way 0.468 ac. (20,379)
Existing Implied Dedication 0.118 ac. (5,158 sq. ft.)
0.586 Acres {25,537 sq. ft.)
Right-of-Way
Parcel Ml
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� SURVEYORB CERTIPICATION:
The unaw�i�ed does neroby caary to e�ae tWe
aurvey wae tlJe day meda on tho girnied oPthe
8�
ProP�Y ]agelRy de�albed Lereon ead ie caract and
fo tlm bast ofmylmowledgq fLab ero no vlslblo
discrepeaoiea, confllcfe, ehorta8ea fn eme, bomdery
llne oonflicm, oncmecLmena, overlapping of
Jmpmvema�te�, aaaemmU or[Jg6te ofway Iheti
heva 6een advised ofexc�t as ehoivn he�eon.
EXHIBIT ��B„
M� yh��� Roaa
Right-of —Way
Parcel M104
0.586 Acre
Morreau Forrest Survey,
Abstract Number 417
City of " Denton
Denton County, Texas
-- 2011 --
_
arce
�P Sef ���
� City oi Denton
� C.G.#97-19899
1
I „ C.I.R.F.
75�28��6' E
i N 159�94 �.
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( 1'i 1,RS. _ . � \:
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vM �y.,y
Mfles Iand Compnny 0'
� 1 C:C.�20Q0-3838 �,
� (remainder) �
tp� �'� 3hin Al (iroup, Inc.
M ,�1 � Instxument No. 2616-18093
o'i . �
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�. N_x__� =_� _ — - —
,2 PK" Nap S ' -.- � � _ - �_
,��_ et � _ _ -,._
,
,
3 30' Access Edsement
� � � : lnstr. No. 2010-16096
��; �
o�� Kukah! Corporation 9olutloas, Inc.
N i tuetrument No. 2008-137928
�
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i.R.F. C7--- _ _ --- _ _ �-�— _ _ - -
(C.M.) - - - _
` LINE TABLL
Ll N75°28'26"E 85:75'
L2- ,N8�°25'15"W 46:59'
CURVE TAHLE
# Radius Len Delta : Chord <
Cl 2567.50' I69.08'. U3°46'24" S06°30'45"W Ib9.05'
: rthur Surveying Co., Inc.
Froi�onal:,Leaa Sus�c++ey4rs
P.O.Bos 64 .- T.ewiaville, Tesae 75087"
OfPice: (972) 22f-9439 Fea: (972) 221-4878'
Estatbliehed 1988
_;. �
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� tl111"II"'atl""� Ilu �"h�j^!�tl;�^II Iltl� �:�N '°1I,°�
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Utilities
ACM: Howard Martin, 349-8232 ����'
SUBJECT
Consider adoption of an ordinance finding that a public use and necessity exists to acquire fee
simple to a 0.156 acre tract located in the Morreau Forrest Survey, Abstract Number 417, City of
Denton, Denton County, Texas, as more particularly described on Exhibit "A", attached hereto
and made a part hereof, located generally in the 600 block of South Mayhill Road (the "Property
Interests"), for the public use of expanding and improving Mayhill Road, a municipal street and
roadway; authorizing the City Manager or his designee to malce an offer to (1) Kulcahi Corporate
Solutions, Inc., a Texas corporation (the "Owner"); (2) successors in interest to the Owner to the
Property Interests; or (3) any other Owner's of the Property Interests, as may be applicable, to
purchase the Property Interests for the Purchase Price of Twenty Five Thousand Seven Hundred
Three Dollars and No Cents ($25,703.00), and other consideration, as prescribed in the Purchase
Agreement (the "Agreement"), as attached hereto and made a part hereof as Exhibit "B";
authorizing the expenditure of funds therefore; and providing and effective date.
(Mayhill Road Widening and Improvements project— Parcel M105)
BACKGROUND
In accord with the current Mayhill Road Widening and Improvements proj ect initiative (the
Project), staff is undertalcing the identification of the additional land rights necessary to
accommodate the constniction and operation of the improved roadway. Pyles-Whatley
Corporation has been engaged to provide real estate appraisal services in regard to those
identified tracts that will be directly impacted by the project.
In respect to the affected property tract owned by Kulcahi Corporate Solutions, the Proj ect
requires the partial acquisition of a Fee Tract for street and drainage purposes.
Pyles-Whatley Corporation has provided a real estate appraisal report in regard to the Kulcahi
property tract and the land rights necessary for the Proj ect. Their findings constitute the present
offer to purchase. Improvements situated within the proposed acquisition tract consist of a
modest amount of asphalt paving, pipe fencing and landscape items ($2,825) and one (1) sign
($8,625), which have been accounted for in the appraised offer price.
OPTIONS
1. Approve the proposed Ordinance.
2. Decline to approve the proposed Ordinance.
3. Table for future consideration.
RECOMMENDATION
Recommend approval of the Ordinance.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
No prior action or review regarding the identified fee tract affecting property owned by Kulcahi
Corporate Solutions, Inc.
FISCAL INFORMATION
The overall Mayhill Road Widening and Improvements project is being funded with a
combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road
Improvement Program (TRIP `08) funds and City of Denton local match funds. The purchase
offer price of $25,703.00 plus closing costs, as prescribed in the Agreement.
BID INFORMATION
Not applicable
EXHIBITS
1. Location Map
2. Ordinance
Prepared by,
� �
�.�������
Paul Williamson,
Real Estate Manager
Respectfully subnutted,
�������
��
Franlc G. Payne, P.E.
City Engineer
�ocation Map KUKAHI Parcel M105
EXHIBIT 1 attachment to AIS Mayhill Road Widening and Improvements
EXHIBIT 2 attachment to AIS
z:\ordinances\12Ucukahi ordinance.doc
ORDINANCE NO. 2012-
AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO
ACQUIRE FEE SIMPLE TO A 0.156 ACRE TRACT LOCATED IN THE MORREAU
FORREST SURVEY, ABSTRACT NUMBER 417, CITY OF DENTON, DENTON COUNTY,
TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED
HERETO AND MADE A PART HEREOF, LOCATED GENERALLY IN THE 600 BLOCK
OF SOUTH MAYHILL ROAD (THE "PROPERTY 1NTERESTS"), FOR THE PUBLIC USE`
OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND
ROADWAY; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN
OFFER TO (1) KUKAHI CORPORATE SOLUTIONS, 1NC., A TEXAS CORPORATION
(THE "OWNER"); (2) SUCCESSORS 1N 1NTEREST TO THE OWNER TO THE PROPERTY
1NTERESTS; OR (3) ANY OTHER OWNERS OF THE PROPERTY 1NTERESTS, AS MAY'
BE APPLICABLE, TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE
PRICE OF TWENTY FIVE THOUSAND SEVEN HUNDRED THREE DOLLARS AND NO
CENTS ($25,703.00), AND OTHER CONSIDERA,TION, AS PRESCRIBED 1N THE
PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND
MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, after due consideration of the public interest and necessity and the public
use and benefit to accrue to the City of Denton, Texas:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council finds that a public use and necessity exists, and that the
public welfare and convenience require the acquisition of the Property Interests by the City of
Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition
of the Property Interests is necessary for public use to provide street and roadway expansion and
improvements to serve the public and the citizens of the City of Denton, Texas,
SECTION 2. The City Manager, or his designee, is hereby authorized to make a formal
offer to purchase the Property Interests to (i) the Owner; (ii) any and all of Owner's successors in
interest to the Property Interests; or (iii) any other parties who may own any interest in the
Property Interests, as may be applicable. :
SECTION 3. The City Manager, or his designee, is hereby authorized to (a) execute for
and on behalf of the City (i) the Agreement, by and between the City and Owner, or other owners
of the Property Interests, as applicable, in the form attached hereto and made a part hereof as
Exhibit "B", with a purchase price of $25,703.00 and other consideration, plus costs and
expenses, all as prescribed in the Agreement; and (ii) any other documents necessary for closing
the transaction contemplated by the Agreement; and (b) make expenditures in accordance with
the tertns of the Agreement.
SECTION 4. The City Manager, or his designee, is directed, by certified mail, return
receipt requested, to disclose to Owner, or other owners of the Property Interests, as applicable,
any and all appraisal reports produced or acquired by the City relating specifically to the
Owner's property and prepared in the 10 years preceding the date of the offer made by the
Agreement.
SECTION 5. The offer to Owner, or other owners of the Property Interests, as
applicable, shall be made in accordance with all applicable 1aw.
SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 7. This ordinance shall become effective immediately upon its passage and
approvaL
PASSED AND APPROVED this the day of , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
. �_------.
By.
MARK A. BURROUGHS, MAYOR
� EXHIBIT "A" , to Ordinance (Property Interests) , `
rth�r Surveying �o:, I nc.
.�'xvfe�s�.ic�.zt�.Y :�,�d s:.uavre,yors .
P.O. Box 54 � Lewisville, Texas 75067
Otiioe: (972) 22]=9439 � Fax: (972) 221-46i5. '
EXHIBIT «A»
MAYHILL ROAD
RIGHT-OF-WAY
PARGEL M105
0.156 Acre .
. = City of Denton, Denton County, Texas
BEING all that certain lot, tract or parcel of land situated in the Morreau Fortest Survey, Abs4Tapt Numbe.�` 41'7, Ciky
� of Denton; Denton County, Texas, .and being part of a tract of land descritied by. 8eed to Kukaku: Corporation '
Solutions, Inc., recorded under Instrument Number 2009-137926, Official Public RecoYds;.Dentori Cctunty, Te�as .
(O.P.R.D.G.T.), and being more particularly described as follows:
BEGINNING at a 1/2 inch iron rod found for the southwest corner of said Kukahi. Corporation tract and the
northwest corner of a 0.188 acre right-of-way dedication tract as shown on Mayhitl RoadAddition, ari`addition to
I the. City of Denton, Denton County; Texas, according to the pTat thereof recorded in Ca�iinet Y, Page 76� ; at �;
and e' hil Road•
n exas b in in Ma 1
Records Dento Coun , T , ,
, h' g Y
�
- THENCE North 02 degrees 33 minutes 40 seconds East, with the west line of said Kukalii Corporation tcact and
1Vlayhill Road, a distance of 179.47 feet to a"PK" Nail set in asphalt for the riorthwest corner of.said Kukahi.. .
Corporation tract.and the southwest corner of a remainder tract of land described'by deed to Miles T�and Cqm�any,
• recorded under County Clerk's File Number 2000-3838, Rea1 Property Reeords; Denton County; Texas;
THENCE South 87 degrees 25 minutes 15 seconds �ast, with the north line of said Kukahi Corporation tract arid
- the south line of said Miles Land Company remainder tract, a distance of 46.59 feet to �"PK" Nail seti in asphalt for �
corner; _
;
THENCE South OS�degrees 23 minutes 5? seconds West, over and across sai$ Kukahi Gorporation.traqt, a distance
of 61.67 feet to a l/2 inch iron rod with yellow cap stamped "Arthur Surveying Connpany" (A:S.C.) set for corner.at
'the beginning of.a curve to the left, having a radius of 2432.50 feet;
THENCE over and across said Kukahi Corporation trac�. with said curve.fo tlie �eft; having a centraT.angle;of 02:
` degrees 46 minutes 33 seconds, whose chord bears South 0? degrees 00 minutes 40 seconds ViWest a, distance of .
11?.83 feet, an arc length of 117.84 feet to a I/2 inch iron rod with yellow cap statnped "A.S.C"set for comer iix the
south line of said Kukahi Corporation tract and the north line of said Mayhill Road :Addifion;
THENCE North 88 degrees 34 minutes 59 seconds West; with the south line of said Kukahi Corporatiori tract and
the north line of said Mayhill Road Addition, a distance of 31.18 feet to tlxe POINT OF.BEGINrTING and
containing 0.156 acre of land, of which 0.069 acre lies within the existing Mayhill Road.
: �P�� s'r TF
� .��G ��9�'���
•«.. �
JOHN �n ��tSS�LL ��
... � . ...
�, �,"�K1� �,vrl �
_ �'',y��-�'..:�F���f� �•
��� �. , . ' . ,
V
� czio�isi-i6 . sliR - �o
Parcel M105
„. � ;
. �,„; � �
EXHIBIT "A" - to Ordinance (Property Interests)
. �
GI.R.F.
(C.M�.) i :
N ��
��
r � �
, � �
,,
W I � MUe,e Lnnd Compaaq .. ,
:.., 1 I C.C.#2000-3838
60 0 30 60 ;�� � � {reine�nder) ..
,"�^ I I , `. , ;
SCALE: .i" - 60' o "� � � , . : . . :
Bearings shown hereon based on the City of 2 f""`�"�"-""'-16' GTE Southwest, �,�
Denton GIS Network. I I Ino. . Easemen t. �.
� . I I C.C�y 93-86456. ��
1 � � ��1
NOTES: ! � �
• I.R.F, `=1/2 Iron Rod Found �
• C.T.R.F: =1/2" Iron Rod Found �p I I: '
with yellow cap stamped �� '+•�� °PK" S87 S'1�"E N -- --- ..._ _,,,, ,�' ,,,,,,, �
ArthnrSnrveyingCompany :d Nall `��59 PK NcASet:. `~. °`�
• I.R.S. =1/2° Iron Rod Set with a Set � � - -
yellow cap stamped "Arthar � (.._ J. ` '_" _ -' -^••
Swveyieg Company�� � � I 1 .�-:'.�"�"Ce"'.�� -�,- — ._.,:
• Easements recorded in Vo1. 257, Pg: � i 1 l-�*� b «
60�, VoL 259, Pg. 588; Vol. 516, Pg; 1 I I la"3 � GJ� �,
610 & Vol. 5387, Pg. 405 do not affect ,�' I I � �, \
this tract to the best ofmy lrnowledge. � I��� ��: � 1 , 30' AcCess Easement
• All improvements not shown hereon. �� S � � I:R.S. . ,��� . Jnstr.: No;. 2010-16096 •
� I
'��
a
New Right-of-way 0.087 aa (3,79$ sq. fi.) ��� '� j l. g,'�� - �
Existing Implied Dedication 0.069 ac. (3,022 sq. ft.) '� °' J� . �4S' ,
0.156 AGre 6,820 Sq: ft.� (� �' K�+i .Corporation 9olukione, Ino.
( � � �tiru�nc No, zooe-ia�rezs . .
Right-of-Way a1:8
Parcel M105 � �a � °�
o� Ci � �
P. O. B. x; ' , � �
�, �... . � � . f O G'� �� . ..
RS
�N
�Q
��
�� �p,
EXHIBIT "B"
Mayhill Rdad
Ri ht—of—Way
Parce� M105
0.156 Acre
Marreau Forrest Survey,.
Abstract Number 417
Citp of Denton
Denton Cotuitp, Texas
— 2012 —
88°34'S9"W h-� , ..__
� 31.18' � '' x
� �
( .. . '
IQf88 Acre R.QW 4 Lot i, Bidck 'A
Dedicotlon per � Maylfill Rop�d . Addittoa
� Crab: Y, Pq. 76f �. Cabihet' Y, PBge 781
j— __—'". j
' .
� I GURV.�.TABLE
# Radius Zen Delta C}zord
Cl 2432.50` �' 17 84' 02°46'33". S07°00'40'rW :11.7,83' .
BURVEYORS CL+RTIFiCATION:
T4e �ed doee Leroby centil� b Tide '
Reswircee (aR No.'102613) tLet tlils eurvey wes
thte day medo on Uia grouud offLe pmpatty legaily
�Aeaw�l6edhaeoaendlso6aec;eadto.dle6estaf .,
alyknowledgey thero etn qn vte161e dlecrepanctee,
. . �n�ide. �es in e�e; �' Uno camfiicta .
mcmaoLmenls, ovetlePP�B oftmpmc�mmtq,
`eeeemenls orrlghte of way fdetlhave tieod edvleed
of�t es e4own h�oa
rthur Surveying Co., Inc.
.�,����r z�a s�v�yo�
P.O.$ox 64 - Lewievllle, Tesaa .76087
OtPtce: (872) 221-9439 F�x: `(972) 221-4876..
Eetatibliahed 1988 .
��;�,,, Y;:v.,>,;�,�k2K��.,w, ,.,, �.. :�u ,,_ , ;� ,: .,. :.: : ...:. . . .: .. . .. . <
_:. ; „ �,_ ,.�
EXHIBIT "B"
TO
ORDINANCE
PURCHASE AGREEMENT
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT
TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF
DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE
OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT
IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
THIS PURCHASE AGREEMENT (the "Agreement") is dated ,
2012, but effective as of the date provided below, between Kukahi Corporate Solutions, Inc., a
Texas corporation (referred to herein as "Owner") and the City of Denton, Texas ("City").
WITNESSETH:
WHEREAS, Kukahi Corporate Solutions, Inc., a Texas corporation, is the Owner of a tract
of land (the "Land") in the Morreau Forrest Survey, Abstract Number 417, Denton County,
Texas, being affected by the public improvement project called the Mayhill Road Widening and
Improvements Project ("Project"); and
WHEREAS, City is in need of certain fee simple lands, being a part of the Land, related to
the Project; and
WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions
associated with the purchase of the necessary real property interests for the Project;
�:_ �.
,.��.�K,xv�r,,� �w .,�a:
�
NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
1. A. At Closing, the Owner shall grant, execute, and deliver to the City a Special Warranty
Deed (herein so called), conveying to the City, subject to the reservations described below, the
' tract of land being described in Exhibit "A" and depicted in Exhibit `B" to that certain Special
< Warranty Deed, and other interests as prescribed therein (the "Fee Lands"), the Special Warranty
Deed being attached hereto as Attachment 1 and made a part hereo£
The Special Warranty Deed shall be in the form and upon the terms as attached hereto and
incorporated herein as "Attachment 1 ".
B. Owner, subject to the limitation of such reservation made herein; shall reserve, for itself, 'its
successors and assigns all oil, gas and other minerals in, on and under and that may be produced
from fhe Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the
surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved
oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other
minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands
for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical,
water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity ar other
utility infrastructure, and/or for`subjacent or lateral support for any surface facilities or w�ll bores, or
any other infrastructure or improvement of any kind or type in connection with or related to the
reserved oil, gas and other minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall
exclude (i) all substances that any reasonable extraction, mining or other exploration and/or
production method,: operation, process or procedure would consume, deplete or destroy the surface
of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands. The intent
of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in
accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
2
As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the
earth to a depth of fi�e hundred feet (500') below the surface of the earth and all areas above the
surface of the earth.
2. As consideration for the granting and conveying of the Fee Lands to the City, the City shall pay
to Owner at Closing the sum of Twenty Five Thousand Seven Hundred Three and No/100 Dollars
($25,703.00). The monetary compensation prescribed in this Section 2 is herein referred to as the
"Total Monetary Compensation".
3. The Owner shall convey and grant to the City the Fee Lands free and clear of all debts, liens and
other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all
closing requirements of the City in relation to solicitation of. releases or subordinations of the
Encumbrances and other curative efforts affecting the Fee Lands, if necessary in the discretion of the
City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing,
such shall not be a default hereunder, although Owner may otherwise be in default under Section 10,
below. However, if the Encumbrances are not cured as provided herein, City has the option of either
(i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or
prior to the Closing Date, upon which the remaining Encumbrances ' shall become Permitted
Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement;
or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and
City shall have no further obligations under this Agreement.
4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all
compensation due Owner by City related to the Project, including without limitation, any damage to
or diminution in the value of the remainder of Owner's property caused by, incident to, or related to
the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any
improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the
Fee Lands related to activities conducted pursuant to the City ownership of the Fee Lands,
interference with Owner's activities on other property interests of Owner, caused by or related to
activities related to the Project on the Fee Lands, whether accruing now or hereafter, and Owner
hereby releases for itself, its successors and assigns, the City, it's officers, employees, elected
3
,-
officials, agents and contractors from and against any and all clairns it may have now or in the
future, related to the herein described matters; events and/or damages.
5. The Closing (herein so called) shall occur in and through the office of Tit1e Resources, LLC, 525
South Loop 285, Suite 125, Denton, Texas, 76205 ("Title Company"), with said Title Company
acting as escrow agent, on the date which is 90 days after the Effective Date, unless the Owner and
the City mutually agree, in writing, to an earlier or later date ("Closing Date"). In the event the
Closing Date, as described above, occurs on a Saturday, Sunday or Denton' County holiday, the
ClosingDate shall be the next resulting business day.
6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the
Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year
in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If
; the actual amount of taxes for the calendar year in which Closing sha11' occur is not known as of the
Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the
Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of
taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The
result of such proration is that the Owner shall pay for those taxes attributable to the period of time
prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to
change of land usage or ownership occurring prior to the Closing Date) and City shall pay for thase
taxes attributable to the period commencing as of the Closing Date. All other typical, customary and
standard closing costs associated with this transaction shall be paid specifically by the City, except
for Owner's attorney's fees, if any, which shall be paid by Owner.
7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this
Agreement.
$.A. In the event Owner shall default in the performance of any covenant or term provided herein,'
and such default shall be continuing after ten (10) days written notice of default and opportunity to
cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise,
�
including without limitation, the remedy of specific performance.
4
B. In the event City shall default in the performance` of any covenant or term provided herein, and
such default shall be continuing after ten (10) days written notice of default and opportunity to cure,
Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by
� written notice of such election to City; or (ii) enforce specific performance of this Agreement.
9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS
AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE 1N DENTON
COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE
SOLELY 1N THE COURTS OF COMPETENT JURISDICTION �F DENTON COUNTY,
TEXAS.
1-0. From and after the Effective Date of this Agreement, through and including the Closing Date,
Owner shall not (i) convey or lease any interest in the Fee Lands; or"(ii) enter into any agreement
that will be binding upon the Fee Lands, or upon the Owner with respect to the Fee Lands, after the
date of Closing.
11. Any notices prescribed or allowed hereunder to Owner or City sha11 be in writing and shall be
delivered by telephonic facsimile, hand delivery or by United States Mail, as described'herein,"and
shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand
delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly
maintained receptaele for the United States Mail, registered or certified, return receipt requested,
postage prepaiid, addressed as follows:
O WNER: CITY:
Kukahi Corporate Solutions, Inc. City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Phone Denton, Texas 76209
Telecopy: Telecopy: (940) 349-8951
Copies to:
5
� � � �. . . . � . � . . � . � . .. . . �. . .
\ . ' . . . : . . . . . . .
For Owner: For Citv:
Richard Casner, First Assistant City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopyc Telecopy: (940) 382-7923
12. This Agreement constitutes the sole and only agreement of the parties and supersedes any
prior understandings or written or oral agreements between the parties with respect to the subject
matter of this Agreement. Time is of the essence with respect to this Agreement.
13. The representations, warranties, agreements and covenants contained herein shall survive the
Closing and shall not merge with the Special Warranty Deed.
T4. In the event prior to the Closing Date, condemnation or eminent domain proceedings are '
threatened or initiated by any entity or party other than the City that might result in the taking of
any portion of the Fee Lands, City may, at its election, terminate this Agreement at any time
prior to Closing.
15: Authority<to take any actions that are to be, or may be, taken by City under this Agreement,
including without limitation, adjusting the Closing Date ofthis Agreement, are hereby delegated
by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer
of City, or his designee.
CITY OF DENTON, TEXAS
By:
GEORGE C. CAMPBELL,
CITY MANAGER
Date: � 2012
6
ATTESTc
JENNIFER WALTERS, CITY SECRETARY
BY:
Date: , 2012
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: G�
Date: /1�� �� � � , 2012
OWNER:
Kukahi Corporate Solutions, Inc., a
Texas corporation
By:
Name:
Title:
Date: , 2012
7
��
RECEIPT OF AGREEIVIENT BY TITLE COMPANY
By its execution below; Title Company acknowledges; receipt, of one (1) executed copy of '
this Agreement. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement
and comply with Section b045(e) of the Internal Revenue Code of 1986, as amended from time
to time, and as further set forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Title Resources, LLC
525 South Loop 288, Suite 125
Denton, Texas 76205
:Telephone: (940) 381-1006
Telecopy: (940) 898-0121
By: :
Printed Name:
Title:
Contract receipt date: , 2012
,
8 ,
ATTACHMENT 1
TO
w PURCHASE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPER7'Y BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
That Kukahi Corporate Solutions, Inc., a Texas corporation (herein called
"Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY
OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called
"Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which
are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and
by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property
in Denton County, Texas, being particularly described in Exhibit "A" and depicted in
Exhibit "B", attached hereto and made a part hereof for all purposes, and being located in
Denton County, Texas, together with any and all rights or interests of Grantor in and to
adjacent streets, alleys and rights of way and together with all and singular the
improvements and fixtures thereon and all other rights and appurtenances thereto
(collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be
produced from the Property. Grantor, its successors and assigns shall :not have the right
to use or access the surface of the Property, in any way, manner or form, in connection
with or related to the reserved oil, gas, and other minerals and/or related to exploration
and/or production of the oil, gas and other minerals reserved herein, including without
limitation, use or access of the'surface of the Property for the location of any well or drill
sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas,
i seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility
' infrastructure, and/or for subjacent or lateral support for any surface facilities or well
i
bores, or any other infrastructure or improvement of any kind or type in connection with
or related to the reserved oil, gas and other minerals, and/or related to the exploration or
production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons
and shall exclude (i) all substances that any reasonable; extraction, mining or other
exploration and/or production method, operation, process or procedure would consume,
deplete or destroy the surface of the Froperty; and (ii) all substances which are at or near
the surface of the Property. The intent of the parties hereto is that the meaning of the
tertn "minerals" as utilized herein, shall be in accordance with that set forth in Reed v.
Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth anc� all
areas above the surface of the earth.
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions]
' TO HAVE AND TO HOLD the Property, together with a11-and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors' and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
' claiming or to claim the same or any part thereof, by, through or under Grantor, but not
otherwise.
Page 2
,:
EXECUTED the day of , 2012.
Kukahi Corporate Solutions, Inc., a
Texas corporation
By:
Name:
Title:
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON _ §
This instrument was acknowledged before me on , 2012 by
, of Kukahi Corporate
Solutions, Inc., a Texas corporation, on behalf of said corporation. '
Notary Public, State of Texas
MY commission expires:
Upon Filing Return To: Property Tax Bills To:
The City of Denton-Engineering City of Denton Finance Department
Attn: Paul Williamson 215 E. McKinney Street
901-A Texas Street Denton, Texas 76201
Denton, Texas 76209 ' _
Page 3
' EXHIBIT A- to Special Warranty Deed .
rthur Surveying Co., I nc. :
.k�xr3.fessioxa�a.�r :�.�.ac:�Y sz�r.��,�ors ,
� ,
P.O. Box 54 � Lewiaville, 'i'exas 75067
Oftioo: (972) 221-9439 --- Fax: (972) 221-4675.
EXHIBIT «A»
MAYHILL ROAD
. RIGHT-OF-WAY
, , PARCEL M105 _ , ,
0.156 Acre _
- City of Denton, Denton County, Texas
BEING all tfiat certain lot, tract or parcel of land situated in the Morreau Forrest Survey, Abstract Niunbei� 41'�,iCity
of Denton; Denton County, Texas, and being part of a tract of land descri6ed by. deed to.Kwkahi: Corporation
Solutions, Inc., recorded under Instrument Number 2009-137926, Official P.ublic Recorcls; Denton County, Texas
(O.P.R.D.G.T.), and being more particularly described as follows:
BEGINNING at a 1/2 inch iron rod found for the southwest corner of said Kukahi C4rporation tract and the
northwest corner of a 0.188 acre right-of-way dedication tract as shown on Mayhill Road Additio�n, an :addition to
the. City of Denton, Denton County; Texas, according to the pTat thereof recorded in Cabinet Y, Page 76� . af
Records, Denton C.o�tnty, Texas, and being in Ma.yhill Road;
THENCE North 02 degrees 33 minutes 40 seconds East, with the west line.of said Kukahi Corporation traet and
1Vlayhill Road, a distance o� 179.47 feet to a"PK" Nail set in asphalt for the northwest corner of said Kukahi.. .
Corporation tract and the southwest corner of a remainder tract of land described by deed to Miles Land �ompany,
recorded under County Clerk's File Number 2000-3838, Real Property Reeords; Denton County, Texas;
THENCE South 87 degrees 25 minutes 15 seconds East, with the north line of said Kukahi Cozporation tract arid
the south line of said Miles Land Company remainder tract, a distance of 46.59 feet to �"PK" Nail set in asphalt for
corner;
THENCE South OS'degrees 23 minutes 57 seconds West, over and across said Kukahi Gozporation:tract, a.distance � ,
of 61.67 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A:S.C.) set for cornEr at
the beginning�of.a curve to the left, having a radius of 2432.50 feet;
THENCE over and across said Kukahi Corporarion tract, with said curva to the left; liaving a central .�ngl�;of 02
degrees 46 minutes 33 seconds, whose chord bears South 07 degrees 00 minutes 40 secorids West a distance of .
117.83 feet, an arc length of 117.84 feet to a 1/2 inch iron rod with yellow cap stamped "A �.C.'° set for corner in the
south line of said Kukahi Corporatiori tract and the north line of said Mayhill Road Addit'ion;
THENCE North 88 degrees 34 minutes 59 seconds West; with the south line o.f said Kukahi Corporatiori tract and
the north line of said Mayhill Road Addition, a distance of 31.18 feet to the.POINT OF BEGINNING and
containing 0.156 acre of land, of which 0.069 acre lies within the existing Mayhill Road.
�cE.oF rF
��t�;��,�STEq°';�"qN
f Q � ��. i..:.:.. J�
JOHN. �., �tISSELL Q\
' ?,�p,� �qCir �v.�� ^,
C,° .
Y �`.
I�'�E391,�� ;
-� �uR�C�' . . � �o,
C1107131-16 •
Parcel M105
. ��� . ���� _�. � 4� r� �,� . �v .,_ , :;. , , F : _ ���� � � ,
�
EXHIBIT B- to Special Warranty Deed
� _ .. .
.. .
,.
C.I.R.F. .
(C.�.) i :
� ' �
I !
i f I
t t I
; ,; :
I I
W 1 I �1lles Iaad Coinpanp ..
` I I C.C.�2060-3838
60 0 30 60 =�cNo I I (ro�reainder) .. .
�,'►�i � I �
' SCALE: 1" = 60' o"� � �
Beerings shown hereon based on the City of z �"�"`-' 16' GTf �Soufhwest, ��.�
D e n t o n G I S N e t w o r k. I I Inc. Easement
� . J � C.C# 93-86456. ��6
I I I �'�
NO'TES: � � �
• LR.F. =1/2 Iron Rod Found , �
• C.I.R.F: _]/2" Iron Rod Found a O � � ;
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Abstract Number 417
City af Denton
Denton County, Texas
-- 2012 —
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: City Manager's Office
CM: George Campbell, City Manager
SUBJECT
Consider nominations/appointments to the City's Boards and Comnussions.
BACKGROUND
Attached is a list of outstanding nominations for board and commission positions. Nominations
made at this meeting could be voted on with the provision that the individuals meet all required
qualifications.
If you require any further information, please let me lcnow.
Respectfully subnutted:
Jennifer Walters
City Secretary
11/06/2012
BOARD AND COMMISSION NOMINATIONS
Board Council �omination
Member
Human Services Adv. Committee
Lara Fronczek has resi ned Kin
Parks, Recreation & Beautification Board
Derrick Murra has resi ned En elbrecht
Ilu°ud;llli+��ndlliiu:mll IIV��um�� II�
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Finance
ACM: Bryan Langley �'��'�
SUBJECT
Consider adoption of an Ordinance granting to Oncor Electric Delivery Company LLC a non-
exclusive franchise for the purpose of constnicting, maintaining, and using an electric delivery
utility system in the City of Denton; regtilating the constniction worlc done by the grantee in the
city; requiring j oint use of poles, trenches, and conduits in certain instances; prescribing the
relationship and relative rights between grantee and others with respect to constniction in the city
and location of facilities; prescribing the duties, responsibilities, and nile malcing authority of the
City Manager and the City with respect to administration of this franchise; requiring certain
records and reports and providing for inspections and location of principal offices; reserving to
the governing body of the city the right to set charges and rates of grantee; providing the rights
and responsibilities of the governing body in setting the rates; providing for enforcement of the
franchise; prescribing the compensation to the city from the grantee for the franchise privilege;
providing for assignment of the franchise; providing indemnity of the city and its employees;
providing for good faith effort; providing for insurance; setting forth the term of the franchise
and its renewal; repealing Ordinance No. 2001-405 as amended; providing for acceptance of the
franchise by grantee; finding that the meeting at which this Ordinance is passed is open to the
public; providing for severability; and providing an effective date. (First Reading)
FILE INFORMATION
The City of Denton's previous franchise agreement with Oncor expired on November 15, 2011.
While considerable time has passed since the expiration of the previous franchise agreement,
Oncor has continued to pay its franchise fees to the City and abide by all applicable ordinances.
To date, no disputes have arisen between the City and Oncor which would have been covered
under a franchise agreement.
Over the last year, staff and Oncor representatives have been actively negotiating a number of
provisions that would be acceptable to both parties. Staff is glad to inform the City Council that
all issues surrounding the franchise agreement have been resolved and both the company and
staff are jointly recommending approval of the attached franchise agreement. Furthermore, the
City retained external legal counsel, Herrera & Boyle PLLC, to assist with the negotiation of this
franchise agreement and they also recommend approval.
Agenda Information Sheet
November 6, 2012
Page 2
Unlilce other franchise agreements, investor-owned Electric utilities (excludes municipally-
owned and cooperatives) are required to pay franchise fees to municipalities on a lcilowatt factor
basis. The change from a gross revenue based franchise fee to a lcilowatt factor franchise fee
became effective on January 1, 2002 and was intended to be revenue neutral to cities. At that
time, the factor for the City was calculated to be .002859 and was equal to 4% of gross revenues.
However, the amount was based on gross revenues collected and lcilowatts sold in 1998. State
law does not provide for any growth or inflationary adjustments nor does it provide for any tnie-
ups to the lcilowatt factor. Consequently and over time, the revenue produced by the lcilowatt
factor may produce less revenue to the City than a gross-revenue based franchise fee.
In a settlement approved by the Council in June of 2006, Oncor and a coalition of cities entered
into an agreement to increase the lcilowatt factor for a total of 5% by January 1, 2009.
Unfortunately, the Public Utility Commission of Texas ("PUC") disagreed with the settlement
between the two parties and a final niling is pending. The current lcilowatt factor for the City
increased to .003002 per the settlement agreement. The proposed franchise agreement maintains
the .003002 lcilowatt factor but stipulates that Oncor may revert to the originallcilowatt factor of
.002859 if it is not allowed to recover those fees through its rates. This action would only impact
future payments.
In addition to the lcilowatt based franchise fees paid to the City, Oncor also pays an annual
franchise fee of 4% on miscellaneous charges (known as "Discretionary Service Charges") that
arose from the TXU litigation settled in 2001. The miscellaneous charges include: holiday
move-in charges, out-of-cycle meter reading charges, priority move-in charges, meter
investigation charges, and others. As part of the negotiation process and in an attempt to
streamline the percentage to other franchise agreements, staff proposed to increase the
percentage to 5% but Oncor did not agree. Therefore, the proposed franchise agreement
maintains the percentage at 4% as contained in the previous franchise agreement.
Lastly, minor changes have been made to the proposed franchise agreement which consolidate at
least two settlement agreements made since the original passage of the previous franchise
agreement. Other changes include: clarification of the non-exclusive nature of the agreement,
eliminates duplicative language already contained in the City's Charter, incorporates langtiage
from the City's Code of Ordinances; and provides Oncor the option to be self-insured in
covering any obligations contained in the franchise agreement.
The City of Denton Charter requires the franchise to be approved three (3) times before it
becomes effective. Staff anticipates that the franchise a�ureement will be presented again to the
City Council for consideration on December 4th and 18t' and if approved on all three readings,
the new franchise will be effective after 30 days of final passage, pending publication in the local
newspaper and acceptance of the franchise by Oncor.
Agenda Information Sheet
November 6, 2012
Page 3
RECOMMENDATION
Staff recommends adoption of this ordinance.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
None.
EXHIBITS
1. Ordinance/Franchise Agreement
Respectfully Submitted By:
�
� . � -6� _.
��
Antonio Puente, Jr.
Assistant Director of Finance
s:\legal\our documents\ordinances\12\ordinance - denton's franchise fina( 10-2-12.docx
ORDINANCE NO.
AN ORDINANCE GRANTING TO ONCOR ELECTRIC DELIVERY COMPANY LLC A
NON-EXCLUSIVE FRANCHISE FOR THE PURPOSE OF CONSTRUCTING,
MAINTAINING, AND USING AN ELECTRIC DELIVERY UTILITY SYSTEM 1N THE
CITY OF DENTON; REGULATING THE CONSTRUCTION WORK DONE BY THE
GRANTEE 1N THE CITY; REQUIRING JO1NT USE OF POLES, TRENCHES, AND
CONDUITS 1N CERTAIN 1NSTANCES; PRESCRIBING THE RELATIONSHIP AND
RELATIVE RIGHTS BETWEEN GRANTEE AND OTHERS WITH RESPECT TO
CONSTRUCTION IN THE CITY AND LOCATION OF FACILITIES; PRESCRIBING THE
DUTIES, RESPONSIBILITIES, AND RULE MAKING AUTHORITY OF THE CITY
MANAGER AND THE CITY WITH RESPECT TO ADMINISTRATION OF THIS
FRANCHISE; REQUIRING CERTAIN RECORDS AND REPORTS AND PROVIDING FOR
1NSPECTIONS AND LOCATION OF PRINCIPAL OFFICES; RESERVING TO THE
GOVERNING BODY OF THE CITY THE RIGHT TO SET CHARGES AND RATES OF
GRANTEE; PROVIDING THE RIGHTS AND RESPONSIBILITIES OF THE GOVERNING
BODY IN SETTING THE RATES; PROVIDING FOR ENFORCEMENT OF THE
FRANCHISE; PRESCRIBING THE COMPENSATION TO THE CITY FROM THE
GRANTEE FOR THE FRANCHISE PRIVILEGE; PROVIDING FOR ASSIGNMENT OF THE
FRANCHISE; PROVIDING INDEMNITY OF THE CITY AND ITS EMPLOYEES;
PROVIDING FOR GOOD FAITH EFFORT; PROVIDING FOR 1NSURANCE; SETTING
FORTH THE TERM OF THE FRANCHISE AND ITS RENEWAL; REPEALING
ORDINANCE NO. 2001-405 AS AMENDED; PROVIDING FOR ACCEPTANCE OF THE
FRANCHISE BY GRANTEE; FINDING THAT THE MEETING AT WHICH THIS
ORDINANCE IS PASSED IS OPEN TO THE PUBLIC; PROVIDING FOR SEVERABILITY;
AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS;
SECTION 1. GRANT OF AUTHORITY,
There is hereby granted to Oncor Electric Delivery Company LLC, its successors and
assigns, (herein called "Company") the non-exclusive right, privilege, and franchise to construct,
extend, maintain and operate in, along, under and across the present and future streets, alleys,
highways, public utility easements, and public ways ("Public Rights-of-Way") of the City of
Denton, Texas, (herein called "City"), electric power lines, with all necessary or desirable
appurtenances (including underground conduits, poles, towers, wires, transmission lines and
other structures, and telephone and communication lines for Company's own use) ("System") for
the purpose of delivering electricity to the City, the inhabitants thereof, and persons, firms and
corporations beyond the corporate limits thereof, for the term set out in Section 16,
The franchise granted herein is not exclusive and nothing herein contained shall be
construed so as to prevent the City from granting other lilce or similar rights, privileges and
franchises to any other person, firm or corporation,
SECTION 2. CITY AUTHORITY; DELEGATION.
(a) The City Manager of the City of Denton or designee, if any (City Manager), is the
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 1
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principal City ofiicer responsible for the administration of this franchise and shall oversee and
review the operations of Company under this franchise. The City may delegate to the City
Manager the exercise of any of the powers conferred upon the City by its charter or by law
relating to supervising Company in the exercise of the rights and privileges herein conferred,
including calculation of payments due to the City under this franchise or state law. The City
Manager shall have the authority to make and publish, after notice to those affected and an
opportunity to submit written comments, such rules and regulations necessary to carry out the
duties and power conferred upon the City Manager.
(b) The governing body of the City reserves to itself exclusively the power to
establish policy, and to fix and regulate the general charges, rates, and services of the Company,
to the full extent that such power is provided in the charter, this franchise, and state law, The
City Manager shall have the authority to malce and publish, after notice to those affected and an
opportunity to submit written comments, such rules and regulations as necessary to assist the
governing body of the City in exercising its reserved powers.
(c) The City and the City Manager shall have full authority to administer this
franchise and to keep fully informed as to all matters in connection with or affecting the
construction, reconstruction, maintenance, operation, and repair of the properties of the
Company's System within the City's Public Rights-of-Way. Irrespective of whether City retains
original jurisdiction over the rates and services of Company, the City and the City Manager shall
maintain full authority to administer this franchise and to oversee and review the operations of
the Company pursuant to the terms of this franchise.
(d) The City Manager shall provide written notice to the Company of any designee
contemplated by this section. The City Manager may limit, change, or revolce such designation at
will by service of written notice to the Company. Such designation, limitation, change or
revocation shall not be effective until service of written notice thereof on the Company, except
that changes due solely to succession in office or position of a City officer or employee shall
become effective immediately and the City shall serve written notice thereof on the Company
within a reasonable time.
SECTION 3. REGULATION BY CITY & PLACEMENT OF COMPANY
FACILITIES.
(a) Work done in connection with the construction, reconstruction, maintenance,
repair or operation of the Company's System shall be subject to and governed by all valid and
enforceable ordinances, laws, rules, and regulations of the City and the State of Texas. To the
extent that such City ordinances rules and regulations conflict with specific provisions of this
Franchise, the Franchise provisions apply, to the extent allowed by law,
(b) Nothing herein shall be deemed a waiver, release or relinquishment of either
party's right to contest, appeal, or iile suit with respect to any action or decision of the other
party, including ordinances adopted by the City that Company believes are in violation of any
federal, state, or local law or regulation. The City will endeavor to provide Company notice and
opportunity to review and comment upon proposed ordinances relating to the Public Rights-of-
Way.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 2
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(c) The governing body of the City may require Company from time to time to place
certain facilities underground. If the governing body of the City so requires placement of
facilities underground, adequate provision shall be made to compensate Company for the
increased costs involved.
(d) In accordance with direction given by the authority of the governing body under
the police and regulatory powers of the City, the placement of poles and excavations and other
construction in the Public Rights-of-Way shall interfere as little as practicable with the use of the
streets, sidewallcs, and alleys. Company has the right to request City Council review of this or
any actions concerning Company use of the Public Rights-of-Way.
(e) Company shall construct its facilities in conformance with the applicable
provisions of the National Electric Safety Code.
SECTION 4. CONSTRUCTION AND MAINTENANCE; EXCAVATION.
(a) Except in an emergency, the Company shall comply with applicable City
ordinances and rules pertaining to notification, when excavating in any Public Rights-of-Way.
The City shall be notified as soon as practicable regarding worlc performed under emergency
conditions and Company shall comply with the City's reasonable requirements for restoration of
the excavated area.
(b) City shall have the ability at any time to require Company to repair, remove or
abate any distribution pole, wire, cable, or other distribution structure that is determined to be
unnecessarily dangerous to life or property. After receipt of notice, Company shall either cure
said dangerous condition within a reasonable time, or provide City with facts or arguments in
refuting or defending its position that said condition is not a condition that is unnecessarily
dangerous to life or property, In the event City finds that Company has not sufficiently
addressed said dangerous condition by either of the aforementioned methods, City shall be
entitled to exercise any and all of the following cumulative remedies:
1. The commencement of an action against Company at law for monetary
damages.
2. The commencement of an action in equity seeking injunctive relief or the
speciiic performance of any of the provisions, which as a matter of equity, are
specifically enforceable,
(c) The rights and remedies of City and Company set forth in this Franchise
Agreement shall be in addition to, and not in limitation of, any other rights and remedies
provided by law or in equity. City and Company understand and intend that such remedies shall
be cumulative to the maximum extent permitted by law and the exercise by City of any one or
more of such remedies shall not preclude the exercise by City, at the same or different times, of
any other such remedies for the same failure to cure. However, notwithstanding this Section or
any other provision of this Franchise, City shall not recover both liquidated damages and actuai
damages for the same violation, breach, or noncompliance, either under this Section or under any
other provision of this Franchise.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 3
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(d) In the event that the performance by either party of any of its obligations or
undertalcings hereunder shall be interrupted or delayed by an act of God or the common enemy
or the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person
or persons not party or privy hereto, then such party shall be excused from performance for a
period of time as is reasonably necessary after such occurrence to remedy the effects thereof, and
each party shall bear the cost of any expense it may incur due to the occurrence.
(e) Company shall promptly restore to as good condition as before working thereon,
and to the reasonable satisfaction of the City, Public Rights-of-Way excavated by it.
SECTION 5. JOINT USE OF POLES, TRENCHES, AND CONDUITS.
(a) Company may be required to attach its wires to poles owned and maintained by
another person or corporation, or to permit the wires of another person or corporation to be
attached to the poles owned and maintained by the Company, upon reasonable terms and for just
compensation. The Company may require another person or corporation to furnish evidence of
adequate insurance and provide indemnity covering the Company and adequate bonds covering
the performance of the person or corporation attaching to the Company's poles as a condition
precedent to giving permission to any person or corporation to attach wires to Company's poles.
Company's requirement for such insurance and indemnity must be reasonable.
(b) The Company shall have authority to require that all work undertalcen, by or on
behalf of another person or corporation, on any Company poles shall be performed in accordance
with the following safety and engineering standards; (1) the National Electrical Safety Code; (2)
the rules and regulations of the Occupational Safety & Health Administration ("OSHA"); (3)
other applicable laws or regulations of any governing authority or regulatory body, having
jurisdiction; and (4) Company's standards and procedures, and shall not interfere with the
erection, replacement, operation, repair, or maintenance of the wires and appurtenances of the
persons or corporation occupying the poles. Company shall not be required to attach its wires to
the poles of another person or corporation or to permit the wires of another person or corporation
to be attached to Company's poles if it can be satisfactorily shown that Company will be
subjected to increased rislcs of interruption of service or liability for accidents, or if the poles,
wire, and appurtenances of such other person or corporation are not of the character, design, and
construction required by or are not being maintained in accordance with modern practice, or if
sufficient clearance or space is not available on the pole.
(c) Company may be required by the city to share trench space for cables or ducts
with another person or corporation for the placement of cables or wires underground.
Compensation to the Company as well as terms of sharing trench space shall be resolved as
provided in subsection (a) of this section. Also, Company may require insurance and
indemnification as provided in subsection (a). Ducts, cables, or wires shall be placed in trenches
in compliance with applicable safety standards and in a manner that does not interfere with
Company's cables or wires, as provided in subsection (b).
SECTION 6. UNDERGROUND CONDUITS AND POLES -USE BY CITY,
(a) If Company shall from time to time have spare ducts in its underground conduits
or space on any of its poles, in the allotted communications space, not then necessary in the
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 4
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conduct of its business, it shall permit the City to use one such duct in each conduit or reasonable
communications space on poles, or both, for the City's police and fire alarm wires, traffic control
wire or cable, iiber optic lines connecting City facilities or other similar, appropriate non-
commercial, governmental use. If additional duct(s) or communications space is not available for
City as requested, City shall be responsible for any and all construction costs related to providing
the additional duct(s) or communications space as requested. If Company shall construct or
extend additional conduits or erect additional poles, the governing body of the City may require
the Company to provide one such duct in each conduit, or reasonable communications space on
poles, or both, for the City's own use as aforesaid understanding that Company does not reserve
conduit or communications space on poles for other parties. In either event, the City shall pay
Company a fair rental therefore. The requirements of Section 5(b) apply to City use of Company
conduits and poles.
(b) Company shall cooperate with the City at all times by providing timely and
complete information regarding the location of conduits and poles, upon request. Company and
City shall cooperate and coordinate their efforts to malce the most efficient and economical use
of facilities.
(c) City shall not sell, lease or otherwise malce available its rights to use Company's
facilities to any third party for commercial purposes. Such rights are provided solely for the non-
commercial, governmental use by the City. However, this restriction shail not prevent the City
from using the services of a third party commercial entity to manage or operate the City's
facilities on behalf of the City, so long as no resale or other commercial use of such facilities
shall occur.
(d) Company is not authorized to license or lease to any person or entity the right to
occupy or use the City's Public Rights-of-Way for the conduct of any private business.
SECTION 7. CONFORMANCE WITH PUBLIC IMPROVEMENTS.
Upon request by City, Company shall relocate its facilities at the expense of the City
except as otherwise required by Section 37.101(c) of the Texas Statutes Utilities Code, which
statutory provision currently states, the governing body of a municipality may require an electric
utility to relocate the utility's facility at the utility's expense to permit the widening or
straightening of a street. City and Company further agree that widening and straightening of a
street includes the addition of any acceleration, deceleration, center or side turn lanes, and
sidewallcs, provided that the City shall provide Company with at least thirty (30) days notice and
shall specify a new location for such facilities along the Public Rights-of-Way of the street.
Company shall, except in cases of emergency conditions or worlc incidental in nature, obtain a
permit, if required by city ordinance, prior to performing work in the Public Rights-of-Way,
except in no instance shall Company be required to pay fees or bonds related to its use of the
Public Rights-of-Way, despite the City's enactment of any ordinance providing the contrary.
SECTION 8. WORK BY OTHERS.
(a) The City reserves the right to lay, and permit to be laid, storm sewer, gas, water,
wastewater and other pipe lines, cables, and conduits, and to do and permit to be done any
underground or overhead worlc that may be necessary or proper in, across, along, over, or under a
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 5
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Public Rights-of-Way occupied by the Company, The City also reserves the right to change in
any manner any curb, sidewallc, highway, alley, public way or street. In permitting such work to
be done, the City shall not be liable to the Company for any damage so occasioned, except as
provided in Section 14 hereof, but nothing herein shall relieve any other person or corporation
from responsibility for damages to the facilities of Company.
(b) In the event that the governing body of the City authorizes someone other than the
Company to occupy space within the Public Rights-of-Way, such grant shall be subject to the
rights herein granted or heretofore obtained by the Company. In the event that the governing
body of the City shall close or abandon any Public Rights-of-Way which contains existing
facilities of the Company, any conveyance of land within such closed or abandoned Public
Rights-of-Way shall be subject to the rights herein granted or heretofore obtained by Company.
Provided, that the Company may be ordered to vacate any land so conveyed if an alternate route
is practicable and if the Company is reimbursed by the person to whom the property is conveyed
for the reasonable costs of removal and relocation of facilities.
(c) If the City shall require Company to adapt or conform its facilities, or in any way
or manner to alter, relocate, or change its property to enable any other corporation or person,
except the City, to use, or use with greater convenience, said Public Rights-of-Way, Company
shall not be bound to malce any such changes until such other corporation or person shall have
undertalcen, with good and sufiicient bond, to reimburse the Company for any cost, loss, or
expense which will be caused by, or arise out of such change, alteration, or relocation of
Company's property; provided however, that the City shall never be liable for such
reimbursement, due to Company from such other corporation or person.
SECTION 9. COMPENSATION.
In consideration of the grant of said right, privilege and franchise by the City and as full
payment for the right, privilege and franchise of using and occupying the said Public Rights-of-
Way, and in lieu of any and all occupation taxes, assessments, municipal charges, fees, easement
taxes, franchise taxes, license, permit and inspection fees or charges, street taxes, bonds, street or
alley rentals, and all other taxes, charges, levies, fees and rentals of whatsoever kind and
character which the City may impose or hereafter be authorized or empowered to levy and
collect, excepting only the usual general or special ad valorem taxes which the City is authorized
to levy and impose upon real and personal property, sales and use taxes, and special assessments
for public improvements, Company shall pay to the City the following:
(a) On an quarterly basis, a charge, as authorized by Section 33.008(b) of PURA,
equal to a franchise fee factor of 0.002859 (the "Base Factor"), multiplied by each kilowatt hour
of electricity delivered by Company to each retail customer whose consuming facility's point of
delivery is located within the City's municipal boundaries. Company has agreed to increase the
franchise fee factor to 0.003002 (the "Increased Factor"); however, should the PUC at any time
in the future disallow Company's recovery through rates of the higher franchise payments made
under the Increased Factor as compared to the Base Factor, then the franchise fee factor shall
immediately revert to the Base Factor of 0.002859 and all future payments, irrespective of the
time period that is covered by the payment, will be made using the Base Factor on a quarterly
prospective schedule as follows:
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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Payment Due Basis Period and Privile�e Period
February 15 October 1— December 31
May 15 January 1— March 31
August 15 April 1— June 30
November 15 July 1— September 30
1. The first payment hereunder shall be due and payable on or before
February 15, 2013 and will cover basis and privilege period of October l, 2012 through
December 31, 2012. If this Franchise is not effective prior to the first quarterly payment
date, Company will pay any payments due within 30 days of the effective date of this
agreement. The final payment under this Franchise is due on or before November 15,
2022 and covers the basis and privilege period of July 1, 2022 through September 30,
2022; and
2. After the final payment date of November 15, 2022, Company may
continue to malce payments in accordance with the above schedule. The City
acknowledges that such continued payments will correspond to privilege periods that
extend beyond the term of this franchise and that such continued payments will be
recognized in any subsequent franchise agreement as full payment for the relevant
periods.
(b) A sum equal to four percent (4%) of gross revenues received by Company from
services identified as DD1 through DD24 in Section 6.1.2 "Discretionary Service Charges," in its
Tariff for Retail Delivery Service (Tarif�, effective 1/1/2002, that are for the account and benefit
of an end-use retail electric consumer. Company will, upon request by City, provide a cross
reference to Discretionary Service Charge numbering changes that are contained in Company's
current approved Tariff.
1. The franchise fee amounts based on "Discretionary Service Charges" shall
be calculated on an annual calendar year basis, i,e. from January through December 31 of
each calendar year.
2. The franchise fee amounts that are due based on "Discretionary Service
Charges" shall be paid at least once annually on or before Apri130 each year based on the
total "Discretionary Service Charges", as set out in Section 6(b), received during the
preceding calendar year. The initial Discretionary Service Charge franchise fee amount
will be paid on or before Apri130, 2013 and will be based on the calendar year January 1
through December 31, 2012. The iinal Discretionary Service Charge franchise fee
amount will be paid on or before April 30, 2023 and will be based on the months of
January 1 through September 30, 2022.
3. Company may file a tariff or tariff amendment(s) to provide for the
recovery of the franchise fee on Discretionary Service Charges.
4. City agrees (i) to the extent the City acts as regulatory authority, to adopt
and approve that portion of any tariff which provides for 100% recovery of the franchise
fee on Discretionary Service Charges; (ii) in the event the City intervenes in any
regulatory proceeding before a federal or state agency in which the recovery of the
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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franchise fees on such Discretionary Service Charges is an issue, the City will talce an
affirmative position supporting the 100% recovery of such franchise fees by Company
and; (iii) in the event of an appeal of any such regulatory proceeding in which the City
has intervened, the City will talce an affirmative position in any such appeals in support of
the 100% recovery of such franchise fees by Company.
5. City agrees that it will talce no action, nor cause any other person or entity
to talce any action, to prohibit the recovery of such franchise fees by Company,
6. In the event of a regulatory disallowance of the recovery of the franchise
fees on the Discretionary Service Charges, Company will not be required to continue
payment of such franchise fees.
(c) With each payment of compensation required by Section 9(a), Company shall
furnish to City a statement that provides the franchise basis period, the total amount of lcilowatt
hours of electricity delivered during the franchise basis period by the Company to retail
customers whose consuming facility's point of delivery is located within the City's municipal
boundaries, and the privilege period covered by the payment. The parties agree that any
information exchanged or provided to the other party is true and correct to the best of their
knowledge.
(d) With each payment of compensation required by Section 9(b), Company shall
furnish to the City a statement reflecting the total amount of gross revenues received by
Company within the City's municipal boundaries for services identified in its Tariff, Section
6.1.2, "Discretionary Service Charges," Items DD1 through DD24. The parties agree that any
information exchanged or provided to the other party is true and correct to the best of their
lcnowledge.
SECTION 10. RECORDS, REPORTS, AND INSPECTIONS.
(a) The Company shall use the system of accounts and the forms of boolcs, accounts,
records, and memoranda prescribed by the Public Utility Commission of Texas, or as mutually
agreed to by the City and Company. Should the Public Utility Commission of Texas cease to
exist, the City retains the right to require the Company to maintain a system of accounts and
forms of boolcs and accounts and memoranda prescribed either by the Federal Energy Regulatory
Commission or the National Association of Regulatory Utility Commissioners or the successor
of either of these organizations as mutually agreed to by the City and Company.
(b) The City shall have the right to, pursuant to Section 33.008(e) of the Texas
Utilities Code, conduct an audit or other inquiry in relation to a payment made by Company less
than two (2) years before the commencement of such audit or inquiry. City and Company may
agree to a different timeframe. The City may, if it sees fit, and upon reasonable notice to the
Company, have the books and records of the Company examined by a representative of the City
to ascertain the correctness of the franchise fee payments made under Section 9.
(c) The City shall retain all of the investigative powers and other rights provided to
the City by the charter and state law.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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(d) Company will make available public reports it provides to the PUC, FERC, or
SEC as City may reasonably require in the administration of this franchise and upon specific
request by City.
SECTION 11. FRANCHISE AND OTHER VIOLATIONS.
Upon evidence being received by the governing body of the City that a violation of this
franchise, City charter provision, or ordinance lawfully regulating Company in the furnishing of
service hereunder is occurring or has occurred, it shall at once cause an investigation to be made.
If the governing body of the City finds that such a violation exists or has occurred, it shall talce
the appropriate steps to secure compliance.
SECTION 12. PRESERVATION OF RECORDS; LOCATION.
(a) The Company is a legal entity authorized to conduct business in this state under
Texas law and having legal capacity and any authority that might be required under state or
federal law to operate, construct, reconstruct, and maintain an electric delivery system in the
City.
(b) Company shall make available all of its boolcs, records, accounts, documents and
papers relevant to (1) Company's use of the Public Rights-of-Way in accordance with this
Franchise, and (2) Company's provision of retail electric delivery service within the City of
Denton for purposes of any City audit of franchise fees paid pursuant to this franchise; upon
reasonable notice by the City of not less than 20 days, or such longer time as agreed to by City
and Company. If Company disagrees that the information requested is relevant, Company and
City shall select a third party agreeable to both to assist them in reaching agreement, with the
cost, if any, shared equally. If after a reasonable time the parties are not able to reach agreement,
City may seek to enforce its audit rights through any available remedies, Such production may
be at Company's offices if within the City, appropriate City facilities or other location provided
by the Company and agreeable to the City. City agrees that customer-specific information shall
be provided only to City's Auditor, and the City's Auditor shall not provide such information to
any other City department, empioyee or official without Company's prior consent,
(c) The City agrees, to the extent allowed by law, to maintain the confidentiality of
any information obtained from Company that the Company, at the time the information is
provided to City, has clearly designated as confidential or proprietary. City shall not be liable to
Company for the release of any information the City is required by law to release. City shall
provide notice to Company of any request for release of non-public information prior to releasing
the information to the public so as to allow Company adequate time to pursue available remedies
for protection. If the City receives a request under the Texas Public Information Act that
includes Company's proprietary information, City will notify the Texas Attorney General of the
proprietary nature of the document(s). The City also will provide Company with a copy of this
notification, and thereafter Company is responsible for estabiishing that an exception under the
Act allows the City to withhold the information.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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SECTION 13. ASSIGNMENT OF FRANCHISE.
(a) The rights granted by this Franchise inure to the benefit of Company. The
Company may, without consent by City, transfer or assign the rights granted by this Franchise to
a parent, subsidiary or affiliate, provided that such parent subsidiary or affiliate assumes all
obligations of Company hereunder and is bound to the same extent as Company hereunder, and
has net capital and liquid assets reasonably equivalent to the Company's as of the month
immediately preceding the transfer or there are provided other guarantees or assurances of the
transferee's or assignee's financial ability to perform this Franchise reasonably acceptable to the
City. Company shall give City written notice thirty (30) days prior to such assignment.
(b) If Company engages in a transaction that requires filing with, and prior approval
by, the Public Utility Commission of Texas pursuant to Section 37.154 or Section 39.915 of the
Public Utility Regulatory Act or successor statute, Company shall give City notice within five
(5) worlcing days after such filing. Nothing in this section shall be construed as to limit the
ability of the City to take a position either for or against such approval in any regulatory
proceeding.
(c) In the event that the Public Utility Commission of Texas no longer has the
authority currently granted in PURA §§ 37.154 or 39.915, City will have the right to approve, by
ordinance, the transfer or assignment of the franchise, except as provided in Section 13(a). City
agrees that said approval shall not be unreasonably withheld or delayed. Any such assignment or
transfer shall require that said Assignee assume all obligations of Company and be bound to the
same extent as Company hereunder. If within the first 90 days after assignment to Assignee,
City identiiies a failure to comply with a material provision of this Franchise, City shall have the
right, after notice and opportunity for hearing before Council, to terminate this Franchise,
SECTION 14. 1NDEMNITY.
In consideration of the granting of this franchise, Company agrees to defend, indemnify
and hold harmless the City and all of its officers, agents, and employees (the Indemnitees"), from
and against all suits, actions, or claims or damages arising out of (i) any injury to or death of any
person or persons, or (ii) damages to or loss of any property, in each case occasioned by
Company or its officers', agents', employees', or subcontractors' intentional and/or negligent
acts or omissions in connection with Company's operations in the Public Rights-of-Way or
arising out of a breach of any of the terms or provisions of this ordinance by way of strict
liability or negligence in the construction, maintenance, operation, or repair of the System;
except that the indemnity provided for in this paragraph shall not apply to any liability
determined by a court of competent jurisdiction to have resulted from the sole negligence or
intentional acts or omissions of the City, its officers, agents, and employees. In addition, in the
event of joint and concurrent negligence or fault of both the Company and the City,
responsibility and indemnity, if any, shall be apportioned comparatively in accordance with the
laws of the state of Texas without, however, waiving any governmental immunity available to
the City under Texas law and without waiving any of the defenses of the parties under Texas
law. It is understood that it is not the intention of the parties hereto to create liability for the
beneiit of third parties, but that this agreement shall be solely for the benefit of the parties hereto
and shall not create or grant any rights, contractual or otherwise, to any person or entity.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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SECTION 15. INSURANCE.
Company will insure against the rislcs undertalcen pursuant to their franchise including
indemnification under Section 14 hereo£ Such insurance may be in the form of self-insurance to
the extent permitted by applicable law under a Company approved formal plan of self-insurance
maintained in accordance with sound accounting practices otherwise, Company shall maintain
reasonably adequate insurance covering its obligations of indemnity under Section 14 hereo£ A
certificate of insurance shall be provided to the City annually and upon any substantial change in
the nature of its coverage under this section. Should Company elect to self-insure, its annual
notice to the City shall contain information identifying the process for filing a claim.
SECTION 16, TERM.
The City hereby grants to the Company the authority set forth in Section 1 of this
Ordinance for a term ending September 30, 2022 for the purpose of constructing, maintaining,
operating and replacing all or any portion of the system used for the delivery of electricity to
retail Customers located within the Corporate Limits, as they may be amended from time to time.
This franchise agreement shall have an initial term of ten (10) years and expire on September 30,
2022; provided that, if either City or Company provides written notice of its intent to renegotiate
this Franchise at least 180 days prior to the expiration of the initial term, this Franchise shall be
extended for one (1) year on the same terms and conditions as set forth herein to allow for
renegotiation of a franchise agreement.
SECTION 17. CONFORMITY TO CONSTITUTION, STATUTES, CHARTER, AND
CITY CODE.
This ordinance is passed subject to the applicable provisions of the Constitution and
Laws of the State of Texas, the Charter of the City, and the City Code. This franchise agreement
shall in no way affect or impair the rights, obligations, or remedies of the parties under the Public
Utility Regulatory Act of Texas, or amendments thereto,
SECTION 18. GOOD FAITH EFFORT.
Company and City both agree to faithfully adhere to all applicable federal; state and City
rules and regulations pertaining to non-discrimination, equal employment and afiirmative action,
Company also agrees to continue in its commitment to maintain fairness and equality in the
worlcplace and in its purchases of goods, equipment, and other services.
SECTION 19. RIGHT OF APPEAL.
Nothing herein shall be deemed a waiver, release or relinquishment of either party's right
to contest or appeal any action or decision of the other party made contrary to any federal, state
or local law or regulation.
SECTION 20. REPEAL.
That Ordinance No. 2001-405, as amended, be and the same is hereby specifically
repealed, as of the commencement date under Sec. 16 hereo£ All other ordinances, rules,
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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regulations, and agreements which in any manner relate to the regulation of or provision for
electric utility services by Company within the City shall remain in full force and effect until and
unless duly modified pursuant to applicable state law.
This Ordinance shall supersede any and all other franchises granted by the City to
Company, its predecessors and assigns.
SECTION 21. EFFECTIVE DATE; AUTHENTICATION,
This ordinance shall talce effect immediately from and after its passage, publication, and
written acceptance by Company, said written acceptance to be filed by Company with the City
within sixty (60) days after final passage and approval hereof, in accordance with the provisions
of the Charter of the City, and it is accordingly so ordained. It is hereby officially found that the
meeting at which this Ordinance is passed is open to the public and that due notice of this
meeting was posted, all as required by law.
SECTION 22. ACCEPTANCE OF FRANCHISE,
In order for this franchise to be effective, the Company shall, within sixty (60) days from
the passage of this ordinance, file in the office of the City secretary a written instrument signed
and acicnowledged by a duly authorized officer, in substantially the following form:
To the honorable Mayor and City Council of the City of Denton:
Oncor Electric Delivery Company LLC (Company), acting by and through
the undersigned authorized officer, hereby accepts Ordinance No.
granting a franchise to Company.
Senior Vice President
Oncor Electric Delivery Company LLC
ATTEST:
Secretary
Executed this, the day of , 2012.
The acceptance shall be duly acicnowledged by the person executing the same. In the
event the acceptance is not filed within the 60 day period this ordinance and the rights and
privileges hereby granted shall terminate and become null and void. Pending such time, City
shall publish, and Company shall pay all publication expenses regarding notification of, the
accepted Franchise, which said publication shall be the full text of the adopted ordinance for a
period of once per weelc for three (3) consecutive weeks.
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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SECTION 23. NOTICE TO PARTIES.
Notices required to be given under this franchise shall be deemed to be given when
delivered in writing, personally to the person designated below, or when iive days have elapsed
after it is deposited in the United States Mail with registered or certified mail postage prepaid to
the person designated below, or on the next business day if sent by Express Mail or overnight air
courier addressed to the person designated below:
If to City.
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
with a copy to:
City Attorney's Office
City of Denton
215 E. McKinney
Denton, Texas 76201
If to the Company:
Director, Regulatory Affairs
Oncor Electric Delivery Company LLC
1616 Woodall Rodgers Fwy,
Dallas, Texas 75202-1234
City or Company may change the position and/or addresses listed above by providing the
other party with written notice of the change, with such change talcing effect upon receipt of such
notice.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I: _
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
r''`�� �.. ,,;�",,°"'Y� � �"'� i
� , ,
. .
�X � _
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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The City of Denton, Texas, acting herein by its duly constituted authorities, hereby
declares the foregoing Ordinance passed on first reading on the day of ,
2012, and passed on second reading on the day of , 2012, and passed on third
reading on the day of , 2012, and being fully effective as of the day of
, 2012.
Marlc A. Burroughs, Mayor
Dalton Gregory, Council Member
Chris Watts, Council Member
James King, Council Member
Peter Kamp, Mayor Pro-Tem
Kevin Roden, Council Member
Jim Engelbrecht, Council Member
The above and foregoing Ordinance read, adopted on first reading and passed to second
reading by the following votes, this the day of , 2012, at a regular session of the
City Council.
Marlc A. Burroughs, Mayor, voting
Pete Kamp, Mayor Pro-Tem, voting
Kevin Roden, Council Member, voting
Dalton Gregory, Council Member, voting
Jim Engelbrecht, Council Member, voting
Chris Watts, Council Member, voting
James King, Council Member, voting
The above and foregoing Ordinance read, adopted on second reading and passed to third
reading by the following votes, this the day of , 2012, at a regular session of the
City Council,
Mark A. Burroughs, Mayor, voting
Pete Kamp, Mayor Pro-Tem, voting
Kevin Roden, Councii Member, voting _
Dalton Gregory, Council Member, voting
Jim Engelbrecht, Council Member, voting
Chris Watts, Council Member, voting
James King, Council Member, voting
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
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The above and foregoing Ordinance read, adopted on third reading and passed by the
following votes, this the day of , 2012, at a regular session of the City Council.
Marlc A. Burroughs, Mayor, voting
Pete Kamp, Mayor Pro-Tem, voting
Kevin Roden, Council Member, voting _
Dalton Gregory, Council Member, voting
Jim Engelbrecht, Council Member, voting
Chris Watts, Council Member, voting _
James King, Council Member, voting _
State of Texas
County of Denton
I, Jennifer Walters, City Secretary of the City of Denton, Texas, do hereby certify that the
above and foregoing is a true and correct copy of the Franchise Agreement Ordinance between
the City of Denton and Oncor Electric Delivery Company LLC. The same is now recorded as
Ordinance Number in the Ordinance Records of the City of Denton, Texas.
WITNESS MY HAND this the day of , 2012.
JENNIFER WALTERS
CITY SECRETARY
Oncor Electric Delivery Company LLC/City of Denton Electric Franchise
Page 15
II:'ii.,ull�lllia lI N�^:murvnu u�!„ �"+�
AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Planning and Development
ACM: Jon Cabrales (��
SUBJECT —,S't. Mcc�k Ccctholic Chu�ch (PDA12-0001)
Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas,
amending Ordinances 99-205 to amend the concept plan for 27.945 acres located within Planned
Development 174 (PD-174) zoning district; generally located on the north side of Crawford
Road, and the west side of John Paine Road, being north and west of the Town of Argyle, in the
City of Denton, Denton County, Texas; providing a penalty in the maximum amount of $2,000
for violations thereof; providing a severability clause and an effective date. (PDA12-0001) The
Planning and Zoning Commission recommends approval (7-0).
BACKGROUND
PD-174 was created in 1999 by Ordinance No. 99-205 and provided for single-fanlily residential
uses, school and government facilities, and parlcs/recreational facilities on approximately 508
acres. This Planned Development was one (1) of the fifteen (15) Planned Developments that
were continued as a special exception with the adoption of the Denton Development Code in
2002. The approved concept plan for this proj ect includes two school sites. The applicant is
proposing to reclassify one of the school sites and a portion of an area designated for single
fanlily residential uses to a church and education facility land uses. The applicant is proposing
specific development standards and permitted uses for the proposed church site.
The approximately 28 acre site is located adjacent to the city limit line between the City of
Denton and the Town of Argyle. If this request is approved, a boundary adjustment request will
be reviewed in association with this development to place the entire Crawford Road right of way
within the Town of Argyle for all future improvements and maintenance.
Four (4) public notices were sent to property owners within 200 feet of the subject site. Seven
(7) courtesy notices were also sent to residents within 500 feet of this proposal. As of this
writing, staff has received no written responses from property owners within the notification
area. Public notification information is provided in Exhibit 8.
PRIOR ACTION/REVIEW
• June 15, 1999, PD-174 established by Ordinance No. 99-205
• September 21, 1999, a detailed plan for a 108.3 acre single family development (Willow
Lalces West) was approved by the Council (Ordinance No. 99-350).
• September 12, 2000, a detailed plan for a 378.1 acre single family development (Country
Lalces North) was approved by the Council (Ordinance No. 2000-321).
Agenda Information Sheet
November 6, 2012
Page 2
OPTIONS
1. Approve
2. Approve subject to conditions.
3. Deny.
4. Postpone consideration.
5. Table the item
RECOMMENDATION
The Planning and Zoning Commission recommended APPROVAL of this application
with a vote of 7-0.
The Development Review Committee recommends APPROVAL of this rezoning request.
EXHIBITS
1. Staff Report
2. Site Location/Aerial Map
3. Zoning Map
4. Fuhire Land Use Map
5. Letter from the Applicant
6. Approved Concept Plan
7. Proposed Concept Plan
8. Proposed Uses
9. Notification Map
10. Site Photos
11. P&Z Meeting Minutes of October 10, 2012
12. Ordinance
Prepared by:
1.
Cindy Jacicson, AICP
Senior Planner
Respectfully submitted:
�
�
��"� ° ,�� `.
����� �"�� �� "�TT� � � �� � �,W�
� +�`
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Brian Locldey, AICP, CPM
Interim Planning and Development Director
Exhibit 1
CITY OF DENTON
DEVELOPMENT REVIEW COMMITTEE
STAFF REPORT
P&Z Date: October 10, 2012 TYPE: Planned Development
Amendment
CC Date: November 6, 2012 PROJECT #: PDA12-0001
Project Number:
Request:
PDA12-0001
Amend the approved concept plan of Planned Development 120
(PD-174) to allow the development of a new church.
Applicant: Larry Reichhart
Spring Broolc Planning Group
2405 Mustang Drive
Grapevine, TX 76051
Property Owner:
Location:
Size:
Zoning Designation:
Future Land Use:
Case Planner:
DRC Recommendation
Summary of Analysis:
The Catholic Diocese of Fort Worth
800 West Loop 820 South
Fort Worth, TX 76108
The subject site is located on the north side of Crawford Road and
the west side of John Paine Road.
28 � acres
PD-174
Neighborhood Centers
Cindy Jacicson, AICP
The Development Review Committee (DRC) recommends
APPROVAL of PDA12-0001.
The applicant is requesting to revise the approved concept plan for PD-174 to pernut the
development of a new church and education facility with development standards and use criteria.
The applicant is proposing to change the concept plan designation of both the fifteen (15) acre
school site and 12.945 acres of the single family residential area to permit the proposed religious
and educational facility. The existing future land use designation of Neighborhood Centers is
consistent with the requested concept plan amendment.
The applicant is proposing specific development standards and a list of permitted uses for the
church site. The proposed development standards are as follows:
Minimum Lot Area None
Minimum Lot Width None
Minimum Lot Depth None
Maximum Lot Coverage 55%
Minimum Open Space 45%
Minimum Front Yard Setbacic 10 ft
Minimum Side Yard Setbacic 30 ft
Minimum Rear Yard Setbacic 30 ft
Maximum Building Height (excluding 40 ft
steeples)
Maximum Steeple Height 100 ft
Masonry Requirement (excluding windows, 80%
dormers, gables, porches, trim and steeples.
Masonry includes brick, stone and stucco.
Minimum Tree Canopy Coverage (tree canopy 10%
coverage may be phased in to ultimately
achieve the minimum coverage.
The proposed lot coverage, open space requirements and height restriction are somewhat
comparable to those of the either the NR-3 and NR-4 districts, less restrictive than the NR-3
district, but more restrictive than the NR-4 district with regard to lot coverage and open space
requirements. The proposed maximum permitted building height is the same as that for both
districts.
The proposed pernutted uses are those typical of a religious and educational facility and are
shown in Exhibit 7.
The approximately 28 acre site is located adjacent to the city limit line between the City of
Denton and the Town of Argyle. If this request is approved, a boundary adjustment is proposed
to place the entire Crawford Road right of way within the Town of Argyle., malcing the Town of
Argyle responsible for the maintenance and uplceep of the street. At this time, 32 feet of the
Crawford Road right of way is located within Denton's city limits. Placing the entire right of
way into one city avoids any conflicts with the differing city's road designations and design
criteria. Additionally, it would help avoid confusion over maintenance responsibilities. This
boundary adjustment would talce place at the time of platting.
The property located to the north and west of the subject site is undeveloped. The property
located to the south and east is located in the Town of Argyle.
Findings of Fact
1. The szte zs deszgylated as Nezghbo��hood C'eylte��s oyl the F1rtlr��e Layld tl,se Map. The
Denton Plan states that "Neighbo�hood Cente�s developnient contains uses othe� than
�esidential that se�ve the neighbo�hood and niay include school uses; civic uses; post
offices; pa�ks; open space and f7oodplains; niass t�anspo�tation hubs; liniited se�vice
OI'dE',YlfE',L� 1'E',fC/d% C/YIL� OffdCE', 1lSE',S; C/YIL� E',C1l1�2E',YIdCC/% C/YIL� SE',1'VdCE', ()1'�'C/YIdZC/fdOYlS. �� 7'�'/E',
�equested concept plan designation is consistent with the Neighbo�hood Cente�s
�'1ldL�E',%dYlE',S.
�. 7'�/E', S1lhJE',C/ Sd/E', dS %OCC//E',L� 11�d/�//YI C/ P%C/YIYlE',L� I)E',VE',%()�1�2E',YI/ 11�d/�/ S�E',CdfdC 1'E',�'1!%C//dOYlS 11��/dC�/
pe�tain only to this site.
3. .Iohn Paine Road and C�awfo�d Road a�e classi�ed as uninip�oved pe�iniete� st�eets.
��1'G11�f01'L� �OC/L� dS 011�Y1E',L� C/YIL� J�2C/dYl/C/dYlE',L� �Jy /�/E', 7'011�Y1 Of AJ'�T�I%E', C/YIL� /�/dS L�E',VE',%O�JJ�2E',YI/ dS
S1lhJE',C/ /O /�/E', 7'011�Y1 Of AI'�T�I%E', 1'E',C�1lll'E',1�2E',YI/S. .JOhYl PC/dYlE', dS 1'E',C�1ldl'E',L� /O hE', d1�2�1'OVE',L� 1!�()YI
developnient of this p�ope�ty along its fi°ontage. .Iohn Paine Road and C�awfo�d Road
have the capaczty to accor��r��odate thzs deveJc�pr��eylt dlre to p��c�posed C'h1r��ch peak t��affic
hou�s a�e on Sundays.
-l. The szte zs lryldevelc�pec�'.
�. The sites Jocated to the no�th and west a�e aJso Jocated within PD-171. In acco�dance
���zth the coylcept playl a�p��oved pe�� O��diylaylce No. 99-?0�, these a��eas a��e deszgylated
f01' S/Yl�'%E', fC/1�2d%y 1'E',SdL�E',YI/dC/% 1lSE',S 11�d/�/ 1� C/CI'E',S L�E',Sd�YlC//E',L� C/S O�JE',YI S�JC/CE',. 7'�/E', 1'E',C�1lE',S/E',L�
concept plan aniendnient would coniplenient these p�oposed uses.
6. The envi�onnientally sensitive a�eas (E,SAs) niap show upland habitat at the southwest
co�ne� of the subject p�ope�ty. Pe� Sec. 3�.17.9.A.1 of the Denton Developnient Code,
YI()YI-1'E',SdL�E',YI/dC/% L�E',VE',%O�J1�2E',YI/ 1�2C/y 1'E',1�20VE', C/Yly OI' /�/E', E',Yl/ll'E', 1l�J%C/YIL� �/C/hd/C//.
7. Wate� is available by connecting to the existing 12-inch main in front of the City's
,Southwest Punip ,Station, nea� the inte�section of .Iohn Paine Rd. and Pa�kplace, and
E',.K/E',Yl�/Yl�' C/ 1 �—dYlC�/ 1�2C/dYl /O /�/E', l�E',C/YIL�E',1'/Yl�' ��1'E',E',%i I)1'NE', EL�1lCC//d()YI I)1'TVE', dYl/E',1'SE',C/d()Yl.
All wate� lines within Applicant's site shall be privately owned and maintained. Sewer is
C/VC/d%C/h%E', VdC/ /�/E', E',.KdS//Yl�' IcS'—dYlC�/ �'1'C/Vd1y 1�2C//YI C// /�/E', l�E',C/YlL�E',1'/Yl�' ��1'E',E',%i I)1'NE',
Education Drive intersection. All sewer lines within Applicant's site shall be privately
011�Y1E',L� GYIL� 1�2C/dYl/C/dYlE',L�
8. Othe� info�niation stated by DRC.
A. Aylticzpated ���ate�� der��ayld: 37-1 GPM (peak)
B. Aylticzpated ���aste���ate�� der��ayld: ?8-1 GPM (peak)
Thzs zs adeqlrate to r��eet the aylticzpated der��aylcd.
Development Review Committee
Based upon the information provided by the applicant and a recent site visit, the Development
Review Committee finds that the request IS CONSISTENT with the surrounding land uses and
general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT
with the Denton Development Code.
GENERAL NOTES
�rOTE: Approval of this request .�Izall rzot corzstitute a�naiver or var^iarzce fi^onz arzy applicable developnzerzt
requir^enzerzt urzless specifically rzoted irz the corzditzorzs of approval arzd corz.�isterzt �rith the Derztorz
Developnzerzt Code.
�rOTE: All >>�r^itterz comnzerzts nzade irz the applicatiorz arzd subsequerztsubmissiorzs of'irzf'or^nzatio�z nzade durirzg the
applicatiorz r^eviei�� process, �rluch are orz file >>�ith tlie Cit�> ofDerztorz, shall be corzsidered to be birzdirzg
upo�z the applicarzt, provided such conznze�zts are rzot at var^iarzce �ritli the Derztorz Plarz, Derztorz
Developnze�zt Code or other developnzerzt regulatzorzs irz effect at tlie tinze of'developnzerzt.
Surrounding Zoning Designations and Current Land Use Activity:
Northeast:
North�i�est: North: PD-17�, Countiti� Lakes North single
PD-17� PD-17� fainilti� residential subdi��ision
Unde��eloped land Unde��eloped land and
To�� n of Ar� 1e
PD-17� � � � � East:
Unde��eloped land To��n of Argy�le
�- - ��-� �
South�i est: South: Southeast:
To�� n of Ar� 1e To�� n of Ar� 1e To�� n of Ar� 1e
J'oza°ce: C.'i�j� of 1�e�rto�r Creographical brfornzatiorr Jj�stenz a�rd site visit by C.'it�� staff
Comprehensive Plan:
A. Consistency with Goals, Objectives and Strategies
The subject site is located in the "Neighborhood Centers" future land use designation. The
areas designated as Neighborhood Centers "contains uses othe� than �esidential that se�ve
the neighbo�hood and niay include school uses; civic uses; post offices; pa�ks; open space
C/YIL� f�00L��J%C/dYlS; J�2C/SS /1'C/YIS�JOJ'/C//d()YI �/1l�JS; %dJ�2d/E',L� SE',1'VdCE', OJ'dE',YI/E',L� 1'E',/C/d% C/YIL� OffdCE', 1lSE',S;
and ec�inienical and se�vice o�ganizations. " The proposed concept plan amendment is
consistent with this future land use designation and therefore the Denton Plan.
B. Land Use Analysis:
The applicant is proposing to amend the approved concept plan for PD-174 to pernut the
development of a new church and education facility with development standards and use
criteria. As noted previously, the proposed uses (Exhibit 7) are consistent with the uses
which are typically associated with this type of use.
Fire
This submittal has been reviewed for compliance with the 2006 International Fire Code and City
Ordinance 2009-098, Section 29-2 Amendments to the Fire Code. The applicant is responsible
for compliance with all applicable portions of the Fire Code and City Ordinances even in the
absence of review comments.
Water and Wastewater Demand and Capacity:
A. Estimated Demand and Service Provider:
Sub'ect Pro �ertti Estimated Im �act Analtisis
25.03 f acres Proposed Demand Adequate to Serve (Yes
or No)
Peimitted Dei�sin� (per PDA) Yes
Potable Water
Consumption 37� GPM (peak) Yes
(GPM)
Waste��ater Zg� GPM (peak) Yes
Generarion (GPM)
Soza°ce: Cit�� of �l�e�rton 11 �crtet°�11'aste��atet°l�epat°tnze�rt
B. Available Capacity:
Water
Water is available by connecting to the existing 12-inch main in front of the City's Southwest
Pump Station, near the intersection of John Paine Rd. and Parlcplace, and extending a 12-inch
main to the Meandering Creelc Drive and Education Drive intersection. All water lines within
Applicant's site shall be privately owned and maintained.
Sewer
Sewer is available via the existing 18-inch gravity main at the Meandering Creelc Drive/
Education Drive intersection. All sewer lines within Applicant's site shall be privately owned
and maintained.
C. CIP Planned Improvements:
There are no planned public improvements for the water and sanitary sewer facilities serving the
subject site.
Roadways/Transportation Network:
A. Estimated Demand:
Sub'ect Pro �erty Estimated Im �act Analysis
28 f acres Proposed Demand Adequate to Serve (Yes
or No)
Peimitted Dei�sin� Proposed Church facilin� Yes
A��erage Aimual 315 Yes
Dailti� Tiips (AADT)
PM Peak Hour Tiips 756 Yes
Soza°ce: Ci�j� of �De�rto�r E�rgi�reet°i�rg Depat°tnze�rt
B. Available Capacity:
John Paine Road and Crawford Road have the capacity to accommodate this development due to
proposed Church pealc traffic hours are on Sundays.
C. Roadway Conditions:
John Paine Road and Crawford Road are classified as unimproved perimeter streets. Crawford
Road is owned and maintained by the Town of Argyle and this development is subject to the
Town of Argyle requirements. John Paine is required to be improved upon development of this
property along its frontage.
D. CIP Planned Improvements:
There are no lcnown planned CIP improvements within this area.
Environmental Conditions:
The environmentally sensitive areas (ESAs) map show upland habitat at the southwest corner of
the subject property. Per Sec. 35.17.9.A.1 of the Denton Development Code, non-residential
development may remove any or the entire upland habitat.
Electric:
No Comment
Park Facilities:
The plan as presented does not show any residential components in excess of 5 units; therefore,
the Parlc Land Dedication and Development Ordinance do not apply to this project.
Comments from other Departments: None
Exhibit 2
Site Location/Aerial Map
Exhibit 3
Zoning Map
Exhibit 4
Future Land Use Map
�.
.�.�..�.
�x�....�.r m��"
���
Exhibit 5
Letter from the Applicant
�
� r�,I� • �I
�. �
Febru�ry 3, 20U2
Mr. IVlar� Cunn�ngh�m, ABCP
CDir�+�tc�r of Plannimg and I��ovelopment
City of [�e�n�pn
221 N EBrm
�J�ant4�, TX 76�01
I�ear Mr. Cu�nninghem,
Re: Cc�n�epk Plan Amand'm�e�# �ppVic�tic�n t'pr F"D-� 74
D��r IWr. Ctunningh�am,
St. �lark' ��tholic �hu�nch on co�j!uno�ipn a�ri#h tMe R�rrrnarr M���holia Qipc�se of F�rk VIPo�kh ir
pra�rosing tio build a mew religinus amd educatian�l faciNi�� �an �ppraximatelyr 2�B acres generally
Ioc�t�d et th� �rar#i�va�estr carn�er t�f Crt�wford IRagd �r�d J�alkirr P�in�, {Exhibit 1). The �Srr�p�rt,y iis
�urrently p�r# t�f th� C�un�'ry� LaVcps Pl�nn�d C7fe�w�IlaprrM�rt��P�C���T�4�� ihe� �e�is�ln� Cc�u���pt Plan
id�ntifles �h� pr�rp�r�y ��s a sct�n�sl slt� �and sl��ra���r,�l� ����,i�1i��2�. it�� Carrc��t pl��n will ne�d t��
be aimend'ed ta id'enti�y ttre �xter�t o� the chur�h �r�p�r�+ aus we�l �s the propased uses �Exlhik�iti 3)-
AVa ch�n��s r�r madGfic�u�tlans to� t�h�t r�meind�',qf the� Co�n�pti F�len air�� p�rapo�sedl.
PRt9J�CT NARRITIIP�:
ExisCir�� Zorrinsa: R'la�nr�ed [?�mve9opir����F'1�-174}
Proaosed' �or�irn�7: P'lann�ad' DeY�lopmer�� (PL7-i 74}
Exis�'i�as� Slte ��nditlpn��: �"
. 7h�e prr�perty�' Is unde��loped � ; .
» i`h�a prop�mrty is not pl��d
* Base�d on k6�� Cit,�:!ta� []en�rr mapairug thar� is;
c� 'WUai#i�;��d ���wi��� a'�ewer �xistin�g au� �r�d6ar ��d�acerat kc� slte ��xhlbi� 4)
a fVi� E31`t't�r� ths Pro��irt�l {Exhibi# 4)
5urr¢atun�iin,�;,�a��fin��1� u�+�s: �
NprtV�; PD-17'+�, Qv�Cant - �rop�as�d sing,le-FamilY�
Spu4h�'•4 Tt�uvn p��:Argyl�
East: ` I'Li-1�'4 & iawn r�f Argyla (si�rgl��f�milY}
'UVsst: PD-'li4 Qvac�nt - Ip�posed single-family)
Prr�t�c�Sed SitE3 Cc�mditit?mS;
« St Mark Catho9ic Church —�,aligiau� & educatlar�al f�cflity
24�q� 6Uust�ng [�rive J Grapevine, Tex�s 76Q�51 1469-9�5-858p I��7-329-4453 (Fax)
Pr000sed Site Standards:
..y ..,,,...... .....,,,..,.., y.......,,, r..
' trim and steeples. Masonry inGudes brick, stone
and stucco.
, Tree Canopy coverage may be phased in to
ultimatelv achieve the minimum coveraae.
ACCess:
• Access will be irom Crawford Ro��f��ar�d Meandering Creek Drive
• Denton Develooment Code Anal�,�is:.
o It is anticipated that the prpposed d�:velopment will meet or exceed the requirements of the
DdC.
• Denton Plan Analvsis:
o This development meets or exceeds many of the stated goals and policies found in the
Denton Plarr,.lncludfir��: ����
ew Neighborhoods Residential Land Use Classification: (pg
VtV'ithin the 'undeveloped urban and urbanizing areas af the city, new
neighbor`hfQads may develop in traditional patterns. Mixed-use and mixed housing
types will,�e allowed to develop in a pattern of .neighborhood centers.. These are
(�r,r��ted ; inwardly, focusing on the center of the neighbarhood. These
neigFrborhoads will exemplify the interrelationship between qualiry of
development, density, services and pravision for adequate facilities. These
developments shauld locate the center of the neighborhood within a five to ten
minute walking distance from the edge of the neighborhaod. The center contains
uses necessary to suppart the surrounding neighborhood. These support uses
cauld include service-oriented retail such as a small grocery, hair salon, dry
cleaner or small professional offices. Residential uses may accur at higher
Page 2 of 4
densities with townhomes or residential flats above service oriented uses. Open
space occurs in neighborhood centers with park uses including central
neighborhoad .greens. and floodplain preservation. Civic uses such as fire
stations, schools, libraries, and mass transportation nodes are encouraged
to be essential elements of neighborhood centers as landmarks that are a
focus to the neighborhood. Limited multistory development in the
neighbarhood may be developed to incorporate shops on the graund floar and
offices or residences on the upper flaors.
Balancing Residential Land Use Gaals (pg. 38)
o Accommodate balanced future residential developmenYsr
■ Between residential and nonresidential land y�ses.����� �- �
Residential Land Use Location Strategies (pg. 40)
o Establish regulations that allow neighborhood��►riente�l�=nonresidential
land uses in neighborhood centers
General Criteria for approval {�35.3.4.B DDCI analvsis:
1. A complete application and fee shall be submitte
Response: A complete application
2. Applications may be approved wher�'
a. The proposed rezoning conforms
Response: The pr
designation (Neigh
b. The proposed Spe�
conforms to the pur�
Response: NlAfor
c. The proposed rezer
Property Description: �ee Exhibit 5
�rds are met:
Use element of The Denton Plan.
cept plan is consistent with the existing land use
�ters� and adjacent zoning and land uses.
ii meets the criteria set forth in Subchapter 6, and
of The Denton Plan.
or Specific Use Permit facilitates the adequate provision of
�wers, schools, parks, other public requirements and public
for public utilities and conveniences exist
Page 3 of 4
1n sure�r�auy, w� belieae th�t the proposed relug�caus and educatiaarttal facillGfly is consistent writh the
arigi�ual plaa�e�ed d�v�lopme�i, meets the goels af the Danton Pl�n and is carnpatibl� t4 t�u�a adj�csnt
and surro�neliing zonirrg �nd land t�ses. .
Thank you far ycaur cansid�r�tnc��r� an thiis matter and i� yn� hava any q��stiaans please da r��t
ti�esita��e to cont�ct rm�.
�incsr�ely,
Spr�n� &3ro�k F"qannir�g Grau�,p
�r �
L. iN`I�ei� `c� eiril���i�t� �i� y /�41�F�
�c: �t. Mark Cat�olic C�urcM
�e�z��n�e��s:
Exhibiit 1: Lr��tip� $� Zoningi h
�xhibiit �: I�xistung ��ncepfi PI
Exhibit 3: P'rop�sedl Con��t I
�xhitaut � — Utilityr � �SA Maps
Exhitaot 5 — Rropert�r Des�criptiow
���e a a� �
Exhibit 1
r!1]�I�[Hu I_\ i
EXHIBIT 2
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Ea�hibit 3
Church Site Permitted Uses
• Religious
o Church / Sanctuary
o Bible Study / Prayer Groups
o Choir Activities / Rehearsals
o Sacramental Ceremonies - including worship services, weiddings, baptisms,
funerals, and other
o Ministry Meetings - throughout the day
. Educational / School
o Pre-school
o After School Programs
o Sunday School '" ��
o K -12 �� �`�
o Adult Classes
o Summer Day Camps
• Special Events
o Receptions - full service ldtchen
o Retreats
o Training Seminars
o Garage Sales
o Carnivals/Festivals
o Cancerts (indoor/autdoor) °
o Movies and Theatricti�"Product�oei�; '�
o Social Gatherings - foc��'drink, alcaholic beverages, bingo
• flffice
. Recrea�tional � � �
o Outdoor Fields & �'laygranqnds
o Indoor / Gymnasiui�
• Outdoor Events
o Prayer/Wor§b,ip Services
o concerts
o Dev�ti�nal�Qa�^d��ns/Stations of the Cross
• Oth�r
o Rectory
q Day C�re
c��� �Tee��Coffeehouse
o °V�getable Garden
o Signage
o Columbarium
o Outreach-Distribution Center
o Religious Article Sales
o Knights of Columbus Hall
o Single-family
E�chibit 4
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UTILITI�"� & ESA 1�+IAP
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27.945 ACRES
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AN[ 6EING PARi�. Of A CALCE� 539.299 ACRE TRAC7 6F LA�l�, CONVEYE� TO WYNN"c/JA�KSQN I..AKES iJEVELOptAENT LP, AS RECORQEB EN
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THEVCE, 50llTH �9�DEGREES 42 MIhEiJTES 22 SECONOS WEST, C6NTINUING RL6NG THE SOUTFi LiNE OF SA1� I
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$PUiN 3A OEGREES 51 MINUTES 42 SECON�S £AST, A DISTANGE
"CARTER $c BURGE55" SET F4R THE NORThfWEST CORNER OF SA4
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i21G17"-OF-VJAY LfNE OF �SAI� EDLECA7fON �DR1VE, A gI�TANCE OF�� 343.D0 FEET TO A 5/8" IRON ROD W17H YELLOW PLASTIC CAP STAMPED
'�C�f2TER &&URGESS" SET FOR CORNER AT THE INTER�ECFION,�(jF THE SOUTHEAST RIGHT-Oi--WAY LfNE OF 5AtD EI7l1CdTEQN �RNE ANQ 7H€
SOl7H RiGNT-•O�-WAY LINf OE� M�Rh�DER€NG CREEK DFcIYE'`'{A;UARIABLE WI�TH ftiGH7--Or"-WAY}:
THE�EGE, C�NTINUING OVER ANR ACRUSS 5AIp,439,295 ACRE TRACT, WITM THE SOLETM RIGHT-�F-WAY LlNE OF SAi� MEAN�fftt�lG CREEK QRIYE,
iH£ FOI�I.OWING COURSES AND DISTANCES
SOUTH 63 DEGR�£S 48 MINUTES 45-*3E'4'OMOa�EAST, A DI51'ANGE �Qf 159.19 �'EE7 'CE7 A 5/8° ERON R0II W1TH YELLQW °EA57IC CAP
STilINPE6 "C.9RTER & 8UR6ESr$'" ',SET FOi2 C�1'�ME{; ANO 7H£ BEGINNING OF !a TANGENT CllRVE FO TfiE LE�T iiAVING p CENTRAL ANGI.E OF 25
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easi, a_ wsTan�aE oF r53.a3 �'E�t; �
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'�CAE27ER & �'URCkE55"� SEF FOR C6RNER;
SOU7H 88� OEGR�ES A8 MINUT6�<:36�SEC6N�5 EAST, A�ISTAIVCE �f fi1.31 F£ET TO A 5/B" IRON ROD WlTN 7'ELLOW PiASTIC CAP S7RMPE�
"CARTER & BUR{'rE55" SET FOR CORNER:
$pUTH 4k: DEGREk"�u,S�S MINU,1;�� 42 SECQNDS EAS(, A D15FAhECE 0� 28.37 FE�T TO A 5�8" iRON R0� WITH YELLOW PL4STiC GAP STA�dPE�
"CARTER & BURGESS"''���S�,T, F`ClR CORNER AT INTERSECTiDM OF THE SDUTH RhGHT-Of-WAY EfNE OF' SAkO A�EAN�ERING CREEK �RIVE AND THE
WESi RIGHT-OF-MlAY LINE 6f RFORESAID J�F3N PAtNE ROAD;
TF€8�'CE. ALaNG TNE WEST RIGHT-QF-WAY LINE �F SAI� JOHN PAINE ROAD, THE FOLLOWMG COURSES AN€? �ISTRNCES:
SOl1TH 00 DEGREES 68 MINU7ES 54 SECONDS EAS7, A DISTANCE 0€' 123.19 FEET 7p A 5J$" tRpN ROCJ W1rN YELLQVJ PLA57tC CAP
STAMPED °CARiER & BURGE55" SET �OR C012NER ON 71{E NpR7H LINE OF SAID 15,066 ACRE TRAC-f;
.N�R71� 89 DEGREE5 51 MINUTES 06 SECON6S EAST, ALONG TNE NORTH C€NE OF SAEO 15.006 ACRE 7RAC7, A iJISTANCE �� 32-5'� FEET 70
AN "%° CUT SET FOR TWE NORTWEAST CORNER OF SAID 16AOp ACRE TRACT;
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T}t£ FOI�tT OF 9ECsIN�€ING, AND CQN7A1NkNG 27.945 ACt2ES pF I..ANq, MORE OR LESS.
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Exhibit 6
Approved Concept Pian
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Exhibit 8
Proposed Uses
Church Site Permitted Uses
• Religious
o Church / Sanctuary
o Bible Study / Prayer Groups
o Choir Activities / Rehearsals
o Sacramental Ceremonies - including worship services, r�ve�ldin,gs, baptisms,
funerals, and other � �" "
o Ministry Mee#ings - throughout the day
• Educational / School
o Pre-school
o After School Programs
o Sunday School
o K-12
o Adu1t Classes � ��
o Summer Day Camps ����' ='
• Special Events � "
o Receptions - full service ldtchen
o Retreats
o Training Seminars
o Garage Sales
o Carnivals/Festivals
o Concerts (indoor/outdoor) ���'
o Movies and Theatric�l''Productions�; ��
o Social Gatherings - fi�ad� drink, alcoholic beverages, bingo
• Office
• Recreational
o Outdoor Fields & �'laygroi�nds
o lndoor / Gymnasiu�n
• Outdoor Events
o Prayer/WorS�ip Services
o Concerts
o Dev��na'��(�ar���►s/Stations of the Cross
0 14�qvie'I�Ti�bts
o rroe��'ision� ;
• Otll�l''
o Rectory
o Day Ca�re
� , Teen �Coffeehouse
o ��'i�+�getable Garden
o Signage
o Columbarium
o Outreach-Distribution Center
o Religious Article Sales
o Knights of Columbus Hall
o Single-family
Exhibit 9
Notification Map
� u�
SITE Parcels ���°�'(��
�wuuuuuuumwu .._ aoo zoo o aooFaer _-
200 Ft Buffer Street
500 Ft Buffer
Exhibit 10
Site Photos
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Exhibit 11
P&Z Meeting Minutes of October 10, 2012
Commissioner Thom Reece motioned, Commissioner Frank Conner seconded to approve the
Consent Agenda. Motion approved (7-0).
4. PUBLIC IIEAItINGS:
A. Hold a�ublic hearin� and consider makin� a recommendation to Citv Council re�ardin� an
amendrnent to Yhe annroved concent plan of Planned Develonment 120 (PD-1741 to allow
the development of a new church. The subject site is located on the north side of Crawford
Road and the west side of John Paine Road. (PDA12-0001, St Mark Catholic Church,
Cindv Jackson)
Agenda item 4A and item 4B were heard as one item.
Jackson provided a brief background on this request. Jackson stated the applicant is proposing to
reclassify one of the school sites and a portion of an area designated for single family residential
uses to a church and education facility land uses. Jackson stated there were 4 public notices sent
to property owners within 200 feet of the subject site; there were also 7 courtesy notices sent to
property owners within 500 feet of the subject site. As of this hearing, there was one response
received in opposition of this request; however, that property is within the City of Argyle, which
does not count towards this vote. Jackson stated staff recommends approval of these requests
with the following condition(s): 1. the improvements to John Paine Road must be completed
with Phase I of this development. Jackson stated the applicant is present.
Larry Reichhart, Spring Brook Planning Group
1608 E. Windsor Road, Denton, Texas
Reichhart stated he is representing the St. Mark Catholic Church, which they are proposing an
expansion. Reichhart stated the proposal is to allow the use of a church. Reichhart stated the
architect is present.
George Jezek, The Wallace Group, Inc.
PO Box 220007, Waco, Texas
Jezek stated the design was created around the central access on Crawfard Drive; the entry drive
is center at the sanctuary which would be constructed in phase II. Jezek presented which
buildings would be constructed within each phase. Schaake questioned if the renderings provided
are the exact prototype, Jezek stated that is correct.
Taylor requested additional information on the variance. Reichhart acknowledged there are two
requests, one of which is the John Payne portion. Reichhart stated they are now proposing that
variance be a part of phase L The second variance request is far the Education Drive portion
which includes constructing a cul-de-saa Schaake closed the Public Hearing.
Commissioner Thom Reece motioned, Commissioner Devin Taylor seconded to approve agenda
item 4A and 4B with the following condition: 1. the improvements to John Paine Road must be
completed with Phase I of this development. Motion approved (7-0).
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B. Hold a public hearin� and consider makin� a recommendatian to City Cauncil regarding a
Detailed Plan for a church and educational facilitv located within a Planned I,evelopment
(PD-1741 zonin� district. The subject site is located on the north side of Crawfard Road
and the west side of John Paine Road and contains an approximatelv 28 acres. (PDA12-
0002, St Mark Catholic Church, Cindv Jacksonl
This iLem was heard with agenda ilem 4A.
C. Hold a public hearing and consider makin� a recommendation to Citv Council re�ardin� an
amendment to the Special SieiY District for the First United Methodist Church (Ord. No.
2010-016) to add a wall sien. The a�proximatelv 4.17 acre site is located at 201 S. Locust
Street between Multrerrv Street and Svcamore Street and is within a Downtown
Commercial General (D�-G) zonin� district. The pumose of the Snecial Si�n District is to
allow for si�na�e to deviate from the requirements of Subchapter 15 of the Denton
I3evelonment Code relatin� to the use of banner si�ns. (SI312-0001, First United Methodist
Church Si�n District, Cindv Jackson)
King staYed she will recues herself from this agenda item due to a relative of hers having
substantial interest in this business entity thaY would affect this vote.
Jackson provided a brief background of this request. Jackson stated the proposed sign's
elevations are 6'/z' x 4' and would be placed on the western fa�ade of Locust Street. Jackson
stated the special sign district includes banner signs along Locust Street and in the parking lot.
There were 28 Public Notifcations sent to property owners within 200 feet of the subject site,
and 124 notices sent to properties within 500 feet of the subject site. At the time of this meeting,
there has only been one response received which was in favor of this request. Jackson stated the
applicant is present.
Nancy Murphy-Chadwick, Chair of Board of Trustee for the First United Methodist Church
201 S. Locust Street, Denton, Texas
Murphy-Chadwick stated the Church would like to add the proposed side to the structure in order
to decipher this building from a City building. Schaake closed the Public Hearing.
Commissioner Brian Bentley motioned, Commissioner Frank Conner seconded to approve this
request. Motion approved (6-0-1 recused).
5. FUTURE AGENDA ITEMS: Under Section 551.042 af the Texas Onen Meetines Act.
respond to inquiries from the Plannine and Zonin� Commission or the public wiih s ep cifc
factual information or recitation of policy, or accept a proposal to place the matter on the
a�enda far an upcoming meeting.
Chair Schaake stated staff would like to train the new Commissioners; however, it would be
beneiicial for all the Commissioners to receive an updated training course. Schaake added there
are several topics that could be discussed during a few Work Session meetings. Lockley stated
staff will develop a training schedule, which will be presented as a Public Hearing item. Schaake
Exhibit 12
Ordinance
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Planning and Development
ACM: John Cabrales (��
SUBJECT —,S't. Mcc�k Ccctholic Chu�ch (PDA12-0002)
Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas,
amending Ordinances 99-205 and 99-350 to amend the detailed plan for 108.3 acres located
within Planned Development 174 (PD-174) zoning district; generally located on the north side of
Crawford Road, and the west side of John Paine Road, being north and west of the Town of
Argyle, in the City of Denton, Denton County, Texas; providing a penalty in the maximum
amount of $2,000 for violations thereof; providing a severability clause and an effective date.
(PDA12-0002) The Planning and Zoning Commission recommends approval with conditions
(7-0).
BACKGROUND
PD-174 was created in 1999 by Ordinance No. 99-205, which provided for single-fanlily
residential uses, school and government facilities, and parks/recreational facilities on
approximately 508 acres. This Planned Development project was one (1) of the fifteen (15)
Planned Developments that were continued as a special exception with the adoption of the
Denton Development Code in 2002. The applicant is proposing to develop a church and
associated educational facility on this site on approximately 28 acre site adjacent to the existing
city limit line between the City of Denton and the Town of Argyle
The proposed detailed plan includes deviations from the requirements of the Denton
Development Code (DDC). ). They are as follows:
• The applicant is proposing to locate parlcing areas between the buildings and Crawford
Road. Section 35.13.10.C.3 provides landscape standards where front parlcing is
allowed. The proposed layout does not comply with the following standards of this
section:
o Parking lots shall be separated from the street frontage by a 15' landscape area
to reduce visual impacts.
o The 15 feet landscape area shall begin from the Public Utilities Easement
(PUE). If an easement does not exist, the landscape area shall begin from the
street right-of-way.
o A landscape berm with a maximum 1 on 4 side slope on both sides shall be
designed within the 15' landscape area to help screen the parlcing lot.
o Large trees shall be planted every 401inear feet within the 15' landscape area.
Agenda Information Item
November 6, 2012
Page 2
o A minimum of 3 small accent trees clustered every 30 linear feet within the 15'
landscape area may be substituted for the large tree requirement.
o At least one or any combination of the following shall be used to help screen the
parlcing lot:
o Xeriscape landscaping shall be planted within the 15' landscape area.
Xeriscape landscaping shall require water irrigation for a period of 3 years for
landscaping to be established. After 3 years no water irrigation is required;
o A minimum 3-foot high continuous row of evergreen shnibs planted within the
15' landscape area; or
o A minimum 3-foot high continuous wall made of any combination of wrought
iron, masonry, stone or decorative concrete panels within the 15' landscape
area. If wrought iron is used, vines shall be grown on the wrought iron to help
screen the parlcing lot.
o Parlcing lots shall provide interior planting islands between parlcing spaces at an
average of every 10 parlcing spaces to avoid long rows of parlced cars. The
planting islands shall be a minimum of 153 square feet and be protected by a 6-
inch high curb on all sides and a 12-inch wide concrete step-off area adjacent to
parlcing spaces. A large tree shall be planted within this planting island.
• Parlcing for the site is based on the number of seats in the sanctuary. The sanctuary is
proposed to have 1,400 seats which equates to 350 required parlcing spaces at a ratio of
one (1) space per every four (4) seats (Section 35.14.4.6). The applicant is proposing to
provide 380 parlcing spaces, 30 spaces above the required maximum number of spaces.
Section 35.13.10.B of the DDC states that permeable paving is required for those
parlcing spaces provided in excess of the required number of parlcing spaces. The
applicant is proposing to pave these 30 spaces with an impermeable surface.
• Section 35.202.1.a of the DDC requires the improvement of all unimproved perimeter
streets at the time of development. The applicant is proposing to defer the
improvements to John Paine Road until the constniction of Phase 2 of the development.
• The 2009 Solid Waste Criteria Manual states that solid waste or recyclable enclosL�res
cannot be located within the reqL�ired front yard of any bL�ildings along the designated lot
frontage. The proposed location for the solid waste enclosL�re is in the sonthwest corner of
the site, in front of the Adnunistration/PAC bL�ilding which is visible from Crawford Road.
• The primary orientation of the buildings on this site is inward toward the central plaza.
Section 35.13.13.3.A.4 of the DDC states that buildings shall have their primary
orientation toward the street.
• The applicant is proposing two (2) ground signs, one located along Meandering Creelc
Drive and one located along Crawford Road. According to Section 35.15.14.2 of the
Agenda Information Item
November 6, 2012
Page 3
DDC, ground signs for this site are limited to a maximum of 60 sq. ft. in area and a
height of six (6) feet. The sign located along Meandering Creelc Drive is 7.5 feet in
height and has an effective area of 112.5 sq. ft. The sign located along Crawford Drive
is proposed to be 10.5 feet in height with an effective area of 189 sq. ft.
• Dead-end roads must terminate in a cul-de-sac. The applicant is proposing to waive the
cul-de-sac requirement for Education Drive and allow vehicles to turn around using the
parlcing lot drive isles.
A request to amend the approved concept plan to accommodate this proposal is also on the
agenda. That request must be approved in order for this request to be considered
Four (4) public notices were sent to property owners within 200 feet of the subject site. Seven
(7) courtesy notices were also sent to residents within 500 feet of this proposal. One property
owner response has been received. The property owner, while located within the notification
area, is also located within the Town of Argyle and as such is not included in the calculations to
determine opposition to the project. Public notification information is provided in Exhibit 10.
PRIOR ACTION/REVIEW
• June 15, 1999, PD-174 established by Ordinance No. 99-205
• September 21, 1999, a detailed plan for a 108.3 acre single family development (Willow
Lalces West) was approved by the Council (Ordinance No. 99-350).
• September 12, 2000, a detailed plan for a 378.1 acre single fanuly development (Country
Lalces North) was approved by the Council (Ordinance No. 2000-321).
OPTIONS
1. Approve
2. Approve subject to conditions.
3. Deny.
4. Postpone consideration.
5. Table the item
RECOMMENDATION
The Planning and Zoning Commission recommends APPROVAL of the proposed detailed plan
for St. Marlcs Catholic Church with a vote of 7-0 subject to the following conditions:
1. The improvements to John Paine Road must be completed with Phase I of this
development.
Agenda Information Item
November 6, 2012
Page 4
2. Should Education Drive not be abandoned, the sign proposed at the intersection of
Meandering Creelc and Education Drive must be moved out of the right-of-way.
The Development Review Committee recommends APPROVAL of this request subject to the
same conditions as previously noted.
EXHIBITS
1. Staff Report
2. Site Location/Aerial Map
3. Zoning Map
4. Fuhire Land Use Map
5. Letter from the Applicant
6. Proposed Detailed Plan
7. Proposed Drainage Plan
8. Proposed Utility Plan
9. Proposed Landscape Plan
10. Proposed Building Elevations
11. Notification Map
12. Site Photos
13. Draft Planning and Zoning Commission minutes of October 10, 2012
14. Ordinance
Prepared by:
t"
Cindy Jacicson, AICP
Senior Planner
Respectfully submitted:
,
�y�� ,.,
� �
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� � ° �� �"� �"� r� � � „--� "��°°�,
Brian Locldey, AICP, CPM
Interim Planning and Development Director
Exhibit 1
Staff Report
CITY OF DENTON
DEVELOPMENT REVIEW COMMITTEE
STAFF REPORT
P&Z Date: October 10, 2012 TYPE: Detailed Plan
CC Date: November 6, 2012 PROJECT #: PDA12-0002
Project Number: PDA12-0002
Request: Approval of a Detailed Plan for approximately 28 acres to
accommodate a church and educational facility located within a
Planned Development (PD-174).
Applicant: Larry Reichhart
Spring Broolc Planning Group
2405 Mustang Drive
Grapevine, TX 76051
Property Owner:
Location:
Size:
Zoning Designation:
Future Land Use:
Case Planner:
DRC Recommendation:
Summary of Analysis:
The Catholic Diocese of Fort Worth
800 West Loop 820 South
Fort Worth, TX 76108
The subject site is located on the north side of Crawford Road and
the west side of John Paine Road.
28 � acres
PD-174
Neighborhood Centers
Cindy Jacicson, AICP
The Development Review Committee (DRC) recommends
APPROVAL of PDA12-0002.
The applicant is proposing to develop a church and educational facility on an approximately 28
acre site located within PD-174. The development will occur over four (4) phases as noted on
the proposed site plan (Exhibit 4).
Section 35-174 of the City of Denton Zoning Ordinance provides standards by which a Detailed
Plan is to be evaluated. Such standards include showing permitted land uses specified in detail
and the acreage for each use, adjacent or surrounding land uses, zoning, streets, drainage
facilities, existing or proposed off-site improvements, the location and size of all alleys, parlcing
lots and parlcing spaces, loading areas to be used for vehicular traffic, access and connection to
existing or proposed streets, traffic generated by the proposed uses, the maximum height of all
buildings, the maximum total floor area, the location of water retention areas and major drainage
facilities, and the location of all maj or utilities.
The Detailed Plan submitted indicates that the proposed development will consist of a 32,560 sq.
ft. sanctuary, an administration/PAC (Parish Activity Center), a religious education building, a
youth building and a rectory with associated parlcing. An outdoor prayer area and a courtyard
between in the center of the campus are also indicated. A detention area is located along John
Paine Road. The locations of the retention areas and major utilities have been reviewed by the
Development Review Committee (DRC).
The Detailed Plan shows two proposed access points onto the site. One of the proposed access
points is from Meandering Creelc Drive, located on the north side of the property; the other
access point is from Crawford Road, located on the south side of the property.
The proposed detailed plan includes some deviations from the requirements of the Denton
Development Code (DDC). They are as follows:
• The applicant is proposing to locate parlcing areas between the buildings and Crawford
Road. Section 35.13.10.C.3 provides landscape standards where front parlcing is
allowed. The proposed layout does not comply with the following standards of this
section:
o Parking lots shall be separated from the street frontage by a 15' landscape area
to reduce visual impacts.
o The 15 feet landscape area shall begin from the Public Utilities Easement
(PUE). If an easement does not exist, the landscape area shall begin from the
street right-of-way.
o A landscape berm with a maximum 1 on 4 side slope on both sides shall be
designed within the 15' landscape area to help screen the parking lot.
o Large trees shall be planted every 401inear feet within the 15' landscape area.
o A minimum of 3 small accent trees clustered every 301inear feet within the 15'
landscape area may be substituted for the large tree requirement.
o At least one or any combination of the following shall be used to help screen the
parlcing lot:
o Xeriscape landscaping shall be planted within the 15' landscape area.
Xeriscape landscaping shall require water irrigation for a period of 3 years for
landscaping to be established. After 3 years no water irrigation is required;
o A minimum 3-foot high continuous row of evergreen shnibs planted within the
15' landscape area; or
o A minimum 3-foot high continuous wall made of any combination of wrought
iron, masonry, stone or decorative concrete panels within the 15' landscape
area. If wrought iron is used, vines shall be grown on the wrought iron to help
screen the parlcing lot.
o Parlcing lots shall provide interior planting islands between parlcing spaces at an
average of every 10 parlcing spaces to avoid long rows of parlced cars. The
planting islands shall be a minimum of 153 square feet and be protected by a 6-
inch high curb on all sides and a 12-inch wide concrete step-off area adj acent to
parlcing spaces. A large tree shall be planted within this planting island.
• Parlcing for the site is based on the number of seats in the sanctuary. The sanctuary is
proposed to have 1,400 seats which equates to 350 required parlcing spaces at a ratio of
one (1) space per every four (4) seats (Section 35.14.4.6). The applicant is proposing to
provide 380 parlcing spaces, 30 spaces above the required maximum number of spaces.
Section 35.13.10.B of the DDC states that permeable paving is required for those
parlcing spaces provided in excess of the required number of parlcing spaces. The
applicant is proposing to pave these 30 spaces with an impermeable surface.
• Section 35.202.1.a of the DDC requires the improvement of all unimproved perimeter
streets at the time of development. The applicant is proposing to defer the
improvements to John Paine Road until the constniction of Phase 2 of the development.
• The 2009 Solid Waste Criteria Manual states that solid waste or recyclable enclosL�res
cannot be located within the reqL�ired front yard of any bL�ildings along the designated lot
frontage. The proposed location for the solid waste enclosL�re is in the sonthwest corner of
the site, in front of the Administration/PAC bL�ilding which is visible from Crawford Road.
• The primary orientation of the buildings on this site is inward toward the central plaza.
Section 35.13.13.3.A.4 of the DDC states that buildings shall have their primary
orientation toward the street.
• The applicant is proposing two (2) ground signs, one located along Meandering Creelc
Drive and one located along Crawford Road. According to Section 35.15.142 of the
DDC, ground signs for this site are limited to a maximum of 60 sq. ft. in area and a
height of six (6) feet. The sign located along Meandering Creelc Drive is 7.5 feet in
height and has an effective area of 112.5 sq. ft. The sign located along Crawford Drive
is proposed to be 10.5 feet in height with an effective area of 189 sq. ft.
• Dead-end roads must terminate in a cul-de-sac. The applicant is proposing to waive the
cul-de-sac requirement and allow vehicles to turn around using the parlcing lot drive
isles.
The approximately 28 acre site is located adjacent to the city limit line between the City of
Denton and the City of Argyle. If this request is approved, a boundary adjustment request is
proposed which would place the entire Crawford Road right of way within the Town of Argyle„
malcing the Town of Argyle responsible for the maintenance and uplceep of the street. At this
time, approximately 32 feet of the Crawford Road right of way is located within Denton's city
limits. Placing the entire right of way into one city avoids any conflicts with the differing city's
road designations and design criteria. Additionally, it would help avoid confusion over
maintenance responsibilities. This boundary adjustment would talce place at the time of platting.
Additionally, the applicant is proposing to abandon the right-of-way along Education Drive and
utilize it as the northern entrance to the site.
The property located to the north and west of the subject site is undeveloped. The property
located to the south and east is located in the Town of Argyle.
Findings of Fact
1. The szte zs deszgylated as Nezghbo��hood C'eylte��s oyl the F1rtlr��e Layld tl,se Map. The
Denton Plan states that "Neighbo�hood Cente�s developnient contains uses othe� than
�esidential that se�ve the neighbo�hood and niay include school uses; civic uses; post
offices; pa�ks; open space and f7oodplains; niass t�anspo�tation hubs; liniited se�vice
OI'dE',YlfE',L� 1'E',fC/d% C/YIL� OffdCE', 1lSE',S; C/YIL� E',C1l1�2E',YIdCC/% C/YIL� SE',1'VdCE', ()1'�'C/YIdZC/fdOYlS. �� 7'�'/E',
�equested concept pJan designation is consistent with the Neighbo�hood Cente�s
�'1ldL�E',%dYlE',S.
�. 7'�/E', S1lhJE',C/ Sd/E', dS %OCC//E',L� 11�d/�//YI C/ P%C/YIYlE',L� I)E',VE',%()�1�2E',YI/ 11�d/�/ S�E',CdfdC 1'E',�'1!%C//dOYlS 11��/dC�/
pe�tain only to this site. The p�oposed detailed plan coniplies with these ��egrslations.
.3. .JOhYl PC/dYlE', �OC/L� C/YIL� ��1'G11�f01'L� �OC/L� C/1'E', C%C/SSdfdE',L� C/S 1lY1d1�2�1'OVE',L��E',1'd1�2E',/E',1' S/1'E',E',/S.
.JOhYl PC/dYlE', dS 1'E',C�1ld1'E',L� /O �JE', d1�2�JI'OVE',L� 1l�J()YI L�E',VE',%O�J1�2E',YI/ Of /�/dS �JI'O�JE',1'1y C/%()Yl�' d/S
fi°ontage. .Iohn Paine Road and C�awfo�d Road have the capacity to acconiniodate this
developnient due to p�oposed C'hu�ch peak t�affic hou�s a�e on ,Sundays.
-l. The szte zs lryldevelc�pec�'.
�. The sites located to the no�th and west a�e also located within PD-171. In acco�dance
���zth the coylcept playl a�p��oved pe�� O��diylaylce No. 99-?0�, these a��eas a��e deszgylated
fo� single faniily �esidential uses with 16 ac�es designated as open space. The p�oposed
detazled playl fo�� a chlr��ch ayld edlrcatioylal faczlity ���olrld cor��pler��eylt these p��c�posed
uses.
6. The envi�onnientally sensitive a�eas (E,SAs) niap show upland habitat at the southwest
co�ne� of the subject p�ope�ty. Pe� Sec. 3�.17.9.A.1 of the Denton Developnient Code,
YI()YI-1'E',SdL�E',YI/dC/% L�E',VE',%()�1�2E',YI/ 1�2C/y 1'E',1�20VE', C/Yly OI' /�/E', E',Yl/ll'E', 1!�%C/YIL� �/C/hd/C//.
7. Wate� is available by connecting to the existing 12-inch main in front of the City's
,Southwest Punip ,Station, nea� the inte�section of .Iohn Paine Rd. and Pa�kplace, and
E',.K/E',Yl�/Yl�' C/ 1 �—dYlC�/ 1�2C/dYl /O /�/E', l�E',C/YIL�E',1'/Yl�' ��1'E',E',%i I)1'NE', EL�1lCC//d()YI I)1'TVE', dYl/E',1'SE',C/d()Yl.
All water lines within Applicant's site shall be privately owned and maintained. Sewer is
C/VC/d%C/h%E', VdC/ /�/E', E',.KdS//Yl�' IcS'-dYlC�/ �'1'C/Vd1y 1�2C//YI C// /�/E', l�E',C/YlL�E',1'/Yl�' ��1'E',E',%i I)1'NE',
Education Drive intersection. All sewer lines within Applicant's site shall be privately
011�Y1E',L� GYIL� 1�2C/dYl/C/dYlE',L�
8. Othe� info�niation stated by DRC.
A. Aylticzpated ���ate�� der��ayld: 37-1 GPM (peak)
B. Aylticzpated ���aste���ate�� der��ayld: ?8-1 GPM (peak)
Thzs zs adeqlrate to r��eet the aylticzpated der��aylcd.
Development Review Committee
Based upon the information provided by the applicant and a recent site visit, the Development
Review Committee finds that the request IS CONSISTENT with the surrounding land uses and
general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT
with the Denton Development Code.
GENERAL NOTES
�rOTE: Approval of this request .�Izall rzot corzstitute a�naiver or var^iarzce fi^onz arzy applicable developnzerzt
requir^enzerzt urzless specifically rzoted irz the corzditzorzs of approval arzd corz.�isterzt �rith the Derztorz
Developnzerzt Code.
�rOTE: All >>�r^itterz comnzerzts nzade irz the applicatiorz arzd subsequerztsubmissiorzs of'irzf'or^nzatio�z nzade durirzg the
applicatiorz r^eviei�� process, �rluch are orz file >>�ith tlie Cit�> ofDerztorz, shall be corzsidered to be birzdirzg
upo�z the applicarzt, provided such conznze�zts are rzot at var^iarzce �ritli the Derztorz Plarz, Derztorz
Developnze�zt Code or other developnzerzt regulatzorzs irz effect at tlie tinze of'developnzerzt.
Surrounding Zoning Designations and Current Land Use Activity:
Northeast:
North�i�est: North: PD-17�, Countiti� Lakes North single
PD-17� PD-17� fainilti� residential subdi��ision
Unde��eloped land Unde��eloped land and
To�� n of Ar� 1e
PD-17� � � � � East:
Unde��eloped land To��n of Argy�le
�- - ��-� �
South�i est: South: Southeast:
To�� n of Ar� 1e To�� n of Ar� 1e To�� n of Ar� 1e
J'oza°ce: C.'i�j� oj1)e�rto�r Cieographical brfornzaiiorr J'ystenz a�rd site visit by C.'it�� staJj
Comprehensive Plan:
0
I:
Consistency with Goals, Objectives and Strategies
The subject site is located in the "Neighborhood Centers" future land use designation. The
areas designated as Neighborhood Centers "contains uses othe� than �esidential that se�ve
the neighbo�hood and niay include school uses; civic uses; post offices; pa�ks; open space
C/YIL� f�00L��%C/dYlS; 1�2C/SS /1'C/YIS�OI'/C//d()YI �/1lhS; %d1�2d/E',L� SE',1'VdCE', OI'dE',YI/E',L� 1'E',/C/d% C/YIL� OffdCE', 1lSE',S;
and ec�inienical and se�vice o�ganizations. " The proposed concept plan amendment is
consistent with this future land use designation and therefore the Denton Plan.
Land Use Analysis:
The applicant is requesting approval of a detailed plan for PD-174 to pernut the development
of a new church and education facility. As noted previously, the proposed church and
educational facility are compatible with the surrounding area.
Fire
This submittal has been reviewed for compliance with the 2006 International Fire Code and City
Ordinance 2009-098, Section 29-2 Amendments to the Fire Code. The applicant is responsible
for compliance with all applicable portions of the Fire Code and City Ordinances even in the
absence of review comments.
Water and Wastewater Demand and Capacity:
A. Estimated Demand and Service Provider:
Subiect Pronert� Estimated Imna
25.03 f acres � Proposed Demand
Peimitted Dei�sin� (per PDA)
Potable Water
Consumption 37� GPM (peak)
(GPM)
Waste��ater Zg� GPM (peak)
Generarion (GPM)
Soza°cc: Cit�� ofDe�rton l�'crtet°/l�°aste��atet°Depat°inze�rt
B. Available Capacity:
Water
Adequate to Serve (Yes
or No)
Yes
Yes
Yes
Water is available by connecting to the existing 12-inch main in front of the City's Southwest
Pump Station, near the intersection of John Paine Rd. and Parlcplace, and extending a 12-inch
main to the Meandering Creelc Drive/Education Drive intersection. All water lines within
Applicant's site shall be privately owned and maintained.
Sewer
Sewer is available via the existing 18-inch gravity main at the Meandering Creelc Drive/
Education Drive intersection. All sewer lines within Applicant's site shall be privately owned
and maintained.
C. CIP Planned Improvements:
There are no planned public improvements for the water and sanitary sewer facilities serving the
subject site.
Roadways/Transportation Network:
A. Estimated Demand:
Sub'ect Pro �ertti Estimated
28 f acres Proposed Demand
Peimitted Dei�sin� Proposed Church facilin�
A� erage AiumalT T � 1 �
PM Peak Hour Tiips � 756
Soza°ce: Ci�j� ofDe�rto�r E�rgi�reet°i�rgDepat°inze�rt
B. Available Capacity:
Adequate to Serve (Yes
or No)
Yes
Yes
Yes
John Paine Road and Crawford Road have the capacity to accommodate this development due to
proposed Church pealc traffic hours are on Sundays.
C. Roadway Conditions:
John Paine Road and Crawford Road are classified as unimproved perimeter streets. Crawford
Road is owned and maintained by the City of Argyle and this development is subject to the City
of Argyle requirements. John Paine is required to be improved upon development of this
property along its frontage.
D. CIP Planned Improvements:
There are no lcnown planned CIP improvements within this area.
Environmental Conditions:
The environmentally sensitive areas (ESAs) map show upland habitat at the southwest corner of
the subject property. Per Sec. 35.17.9.A.1 of the Denton Development Code, non-residential
development may remove any or the entire upland habitat.
Electric:
No Comment
Park Facilities:
The plan as presented does not show any residential components in excess of 5 units, therefore,
the Parlc Land Dedication and Development Ordinance do not apply to this project.
Comments from other Departments: None
Exhibit 2
Site Location/Aerial Map
Exhibit 3
Zoning Map
Exhibit 4
Future Land Use Map
�.
.�.�..�.
�x�....�.r m��"
���
Exhibit 5
Applicant's Letter
� ���pr���E���'���.
� ,� �ota�,�,
February 6, 20'U2
Mr. IVlar� Cunn�ngh�m, ABCP
CDir�+�tc�r of Plannimg and I��ovelopment
City of [�e�n�pn
221 N EBrm
�J�ant4�, TX 76�01
I�ear Mr. Cu�nninghem,
Re: [dqt,�il Plaru appl��atiram Rpr PD-�74
D��r IWr. Ctunningh�am,
St. �lark' ��tholic �hu�nch on co�j!uno�ipn a�ri#h tMe
pra�rosing tio build a mew religinus amd educatian�l
It�ca�d �t the ruarthwast carne� af Ca�awf�rd R�ar� �rrod
�pF the Ctauirrtry Lakes P4ann�d C�ev�lap�ent (F�m-1
Can�pt Plan t�a �Illaw th� prc►p�sed f�cility �e�k���m �
�FTtDJ�CT NAFtFtIT1V�;
R�rrrnarr M���holia Qipc�se of F�rk VIPo�kh ir
faciNu� ��� appr�xima�t�lyr 2�B acres gerr�rally
,��r�in ��i�re �Exhibit 1). i"h� prnperty is p�rt
7d��, `,�, s�par��� ap�li��tipn to �m�n�l the
utrrr�C�k�d �`�xhibit 2�.
�xisG��e�q Zonirrq: Pl�n�r�d Dsw�Bo�rtnet�fi �Pd-9'�d�� ,
Pr000s�ed Zomimsa: R'la�nr�ed [?�mve9opir����P1�-174}
Exis�iroa Site Carrditions:
• �h� pr��rsrty� is unda^valt�ped-- �
. Th�� pro�e+rty' is nt�t platE�d
• B�sed �rr tM�e City �� �Men��rn mappirug ttaer� is,
o WVake+r and S�r�i�Ry S�r�ver e�tisting om �nd/ar adjacemt to s6t� QE�hibi4 4a
a No ES,4 �� �7� pmp�a�rt�+� (Exhibi� 3)
rr� ndin z a�"h
NartV�: PD-1`P4 �va��"- g�r�pt�erd swr�gle-f�miNY)
E�sk: ' PD-17'� & i"awn �af Argyle (singl�-f�mily)
W�st: , P�i-17�3 Qvacar�t - IPr�apased single-f�milYj
24�q� 6Uust�ng [�rive J Grapevine, Tex�s 76Q�51 1469-955-858p I��7-329-44�'3 (Fax)
Pr000sed Site Conditions (see Exhibit 51
• St Mark Catholic Church — religious & educational facility
o Phase I
■ -21,206 sfAdministration / PAC (Parish Activity Center)
■ 11,784 sf Religious Education Building
■ Related Site Improvements
• 276 Parking Spaces
• Detention Pond
• Landscaping � �
o Future Phases {phases identified on the Site Plan):
■ 3,550 sf Admin I PAC expansion
■ 10,400 sf Religious Ed expansion
■ 32,560 sf Sanctuary
■ 17,000 sf Youth Building
■ 3,520 sf Rectory Building � ' ` ����
■ Related Site Improvements
• Additional parking
• Additional Landscaping I B�ffe�';��
■ Recreation Fields
Proposed Site Standards:
Minimum LotArea
Minimum Lot Width
Minimum Lot Depth
Minimum Open S
Minimum Set�
Front 10'
Sid�.:�, 30'
Ysar ', ,: 30'
M�imum Biuil�lin " Hei��� M#'. 40'
Maxirnt�m St�� ,le Hei hf� 100'
Masor�; ,Re t�ir�rnent � 80%**
Minimum.T�'�'E�Cano'�;;�overa e 10%***
Minimum'Parkin Lot 0 en S ace 15%
Minimum Parkina LotAoen Soace 30%
' 7im and steeples. Masonry includes brick, stone
and stucco.
,„ Tree Canopy wverage may be phased in to
Page 2 of 4
Access:
• Access will be from Crawford Road and Meandering Creek Drive
• Denton Development Code Analysis:
o It is anticipated that the proposed development will meet or exceed the requirements of the
DDC.
Planned Development Analysis:
o The Detailed Plan is consistent with the Land Uses and Design Stand�rtls ici�ntified in the
Concept Plan Amendment.
Subdivision Reaulations:
o The site plan and platting of the property will comply with #he req�uiremenfs of the DDC with
the following exceptions:
. No sidewalk is proposed along John Paine Rd. Cou�ntry L�kes has an internal trail /
sidewalk system that supports the development. Sid�w�lk along John Pain was not part
of the original trail system nor does it provide any b�nefit to �tedestrians.
• Defer construction of John Paine until the 3"' phase dt' deyelopment
• Defer sidewalk construction along Meandering'�r°eek uritil Phase 4 or until 50 houses
have been constructed adjacent to the projec�, which �ver comes first.
• A ROW Abandonment for Education ariue will ISe submitted to allow Education Drive be
utilized as a private driveway as o�posed tFa:a public road. If approved, sidewalk along
Education Drive and a dedicated #um-around � cul-de-sac at the end of the street will not
be required.
1. A complete application and fee �F�a�l be submitted.
Response: A complete a�plicat%rn & fee was submitted.
2. Applications may be approved whsri`the following standards are met:
a. The proposed rezQning conforms to the Future Land Use element of The Denton Plan.
Response: The prYc�posed Concept plan is consistent with the existing land use
designa�io�t'(Kl�igh�c��'hood Centers� and adjacent zoning and land uses.
b. The prt�pose�l, �Spe�ifi� Use Permit meets the criteria set forth in Subchapter 6, and
co�orms ta��the�purpose and intent of The Denton Plan.
for zoning amendment.
c. Th� prop�tised rezoning or Specific Use Permit facilitates the adequate provision of
trarrSptSrtation, water, sewers, schools, parks, other public requirements and public
convenience.
Response: Adequate provisions for public utilities and conveniences exist
Page 3 of 4
Property aescription: See Exhibit4
In summary, we believe that the proposed �etaled Plan is consistent with the Conoept Plan
,4mendment and is wmpatible to the proposed adjacent and surrounding zoning and land uses. .
, � , s,
Thank you for your consideration on this matter and if you have any ques�lt��s please do not
hesitate to oontact me.
Sincerely, � � �� � �� � � � �
Spring Brook Planning Group
o •
L wrence eichhart, AS , AICP
Cc: St. Mark Catholic Church
Attachments:
Exhibit 1- Location & Zoning Maps ,
Exhibit 2- Prvpvsed Cvncept Plan � Prqpvsed Lar��7�Uses
Exhibit 3- Existing Utility & ESA MapS
Exhibit 4 - Property aescription
Exhibit 5- �etailed Site Plan (Ut�llty; C}rainage & Landscape Plans submitted under separate
cover)
Page 4 of 4
Exhibit 1
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E�ibit 2
Church Site Permitted Uses
• Religious
o Church / Sanctuary
o Bible Study / Prayer Groups
o Choir Activities / Rehearsals
o Sacramental Ceremonies - including worship services, weiddings, baptisms,
funerals, and other
o Ministry Meetings - throughout the day
. Educational / School
o Pre-school
o After School Programs
o Sunday School '" ��
o K -12 �� �`�
o Adult Classes
o Summer Day Camps
• Special Events
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October 1, 2012
Ms. Cindy Jackson, AICP
Planning Division
City of Denton
221 N Elm
Denton, TX 76201
Re: St. Mark Catholic Church — DDC differences and variances
Dear Ms. Jackson,
Although the St Mark Catholic Church property is a Planned Development and can propose a varieiy of
different regulations, the proposed site plan was designed to mirror the Denton Development Code (DDC) as
closely as possible. However there are a few exceptions to that as identified below:
PARKING & BUILDING ORIENTATION:
Section 35.13.13.3.C.1 - General Requirement - Parkinq in Rear. Parkinq areas shall be located behind
buildinps or on one or both sides, unless excepted from this requirement bv 35.13.13.3.C.2. (this development
is not excepfedl
and
Buildin4 Orientation — Section 35.13.10.C.4 states - Buildin4s shall have their primarv orientation toward the
street rather than the parkina area.
Although Crawford Road is not under the jurisdiction of the City of Denton this analysis was prepared as if it
were.
Response 1 justifcation:
The theme of the design for the three major structures is that of an European Courtyard campus setting. The
courtyard is intended as a major gathering place for the congregation and is designed around a central cross.
The design of the buildings, specifically the arches reinforces that theme. The most dominate and/or important
structure (the sanctuary) was located as the dominant structure within the setting and has its orientation
towards the major access to the property (Crawford Road) The central walkway of the courtyard as well as the
major vehicular access to the property emphasizes are both located on the central axis of the courtyard.
To minimize the visual impact of the parking areas, they have been divided into sub lots and located off a
central drive and the parking lot adjacent to Crawford Rd has been set back 84.7 feet from the ultimate ROW.
2405 Mustang Drive / Grapevine, Texas 76051 1469-955-8580 1817-329-4453 (Fax)
PERVIOUS PARKING:
Section 35.14.4.F - Additional parkinq spaces shall be non-pervious
Based on the DDC, the development should have a maximum of 350 parking spaces. We are proposing 396
pervious parking spaces
Response / justifcation:
In lue of pervious parking we are providing additional open space throughout the parking lots (15%, DDC = 7%)
as well as additional canopy within the parking lot (17.8%, DDC = 15%). The major mitigation for the 46 non-
pervious parking spaces is the 182 acres of open space / landscape area being provided. That represents an
area greater than 50% of the entire property.
JOHN PAIN ROAD IMPROVEMENTS:
Defer John Pain improvements to Phase II —
Per Section 35202.L.3.a of the COD Development Code, thE development is required to make the additional
street improvements necessary to complete John Paine Road to the Commercial Mixed Use Collector
classification.
Response / iustifcation:
The Phase 1 TIA that was prepared and submitted to Argyle and Denton determined that our phase one
construction would have no impact on the level of senrice to John Paine. Based on the TIA analysis are
seeking to defer the required improvements to Jon Paine until Phase 2 of our development.
LOCATION OF DUMPSTER:
Per the Solid Waste Criteria manual - No solid waste or recyclable enclosure shall be located within the
required front yard or protrude in front of any buildings along the designated lot frontage.
Response / justifcation:
The proposed solid waste enclosure is located in front of the Administration / PAC building however it is located
in that area because it is greater than 130 feet from Crawford Road, it provides convenient access for pick-up
service off the internal driveway as well as being functional based on the internal design of the Admin / PAC
building. Additionally, the materials of the screen wall will be compatible with the materials of the buildings and
landscaping will be provided to minimize its visual impact.
EDUCATION DRIVE CUL-DE-SAC:
Education Drive is a dead-end public road and dead-end roads must terminate in a cul-de-sac. Instead of
constructing a public cul-de-sac we are proposing to allow vehicles to turn around on site via the parking lot
drive isles. A public access easement will be provided.
Response / justifcation:
Allowing traffic to maneuver through the site {parking lot) provides the same results as the construction of a cul-
de-sac while being more aesthetically pleasing and environmentally "friendly (less pavement).
Page 2 of 3
51GNAGE:
Twa signs are prc�pns�d (se� detail b��o�r). �ign i is loc�ted in t�e driue islan� aff C�rawvf�rd raad and is 12'
wid� x 6'-B'" �ide (�� sf�. S�gr� 2 is lac�ted in tN�� drive isl�nd nff Meandering Cre�k a,n� is 10= v�ide x 5'-2° high
{51.67 s�j. Typically s�g�s are regulat��'' by zcrnin� district �ramv�u�r tl�ere ar� n�r standards ider�tif��ed iro ths C�DG
�or PlarrneJ Develcapmerats. Fa� c�m�aris�� pur�oses, signs in the NF� 1-- 6 zoning distraots ar� limited to �ne
gr�a�r�d sign uvith an ef�ective area af 5� sf ar �ess �nd a�naxi�rum� height af 6'.
t2e� onse d °us�tifi�ati�an:
The site is over 26 �cres and has nver 2',60� line�l f�t of rnad firc+�t�ge. The desigrr raf the sig¢�s is
camplirner�ta�y �� the des�gin ofr kh� struckures and t�e scaBe of the signage is appr�priate ��r �� size of the siit�.
- � ��k�ro,�:� .�
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��° �y E�IT�lMNCE SIGN �
«� f'�IfRAN� �I 4 1 �' wre,
�r.
If you I�ave arry questio�rs please dp ncat f�esik�te da con�act m�.
Sinc�a�ly,
5pning �r�ok PBa�r�ing�, t�roup
0
.
Lawrence . eiohh�rt, ASLA, AI�P
Cc: St. Mark Cathalic Gl�urch
Page 3 of �
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Exhibit 10
Proposed Building Elevations
Exhibit 10
Proposed Building Elevations
Exhibit 10
Notification Map
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� Public Notification Date: 9/28/12 �
Oppose coo 200' Legal Norices sent via Certified Mail: 1-}
� siTe - st�eec 500' Courtesy Norices sent via Regular Mail: 19 �- m , i
200 Ft Boundary Number of responses to 200' Legal Notice ����,��
soo Ft eou�aa�v ■ In Opposition: 1 "' '�°��� '"°'
■ In Fa�Tor: 0
■ Neutral: 0
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fJctc�(��r 1(l, 2012, tca can�id�:r rr��kirrc� a rc�c�i�nt�t�;nr:i�atic�n kca (;ity Ccyunc,il rGrt�earcling � c�r�kailec! �rlar7 far
�n a�proxirn�t�l� 2t� acre c;�7urch sit� loc�terl within � I°'lanr��;*.d C7�v�laprn�nt zoning cli�tr�ick (�C7••1 �4).
'l�h� s�ak�j�ct �ik�s i, Icrc�tc�c� crrr it7� r�r�rth sld� c�fi Cr�wford �c�;�c� �and tt�e wesk side of JoP�i� f��ir�a; �aad.
"1"he; p��blic heariYtg will ,kark �l 6::3U �a.rn. in the Ci�y Cc�ur7Ci1 CFr���mia�r� bf City I�I��I Ic�c��ta�c� �ati 215 r.
McKir�7r�c�y �tr�c,k, CJeantc�n, °��x�:�. �ccwause y�atr awrr E�rax�erty witpair7 two hurrcir�ci (200) fe��;t c�f tlr�,�
subject �ara��er(y, the f'l�anning arrc� Lanir7y G`c�mrr�issr`arr wcacdrl Irfcn fo haar haw yc�r.� fe��1 ��a�rc�t this
rer�u�st �r�d invit�;s yr�u ta ��ttcar�d tire �at��lic fr�arin�. f�l�a;��, irt dreier far yaur raF�ir7ic�i� t�i hae taksn inta
ac:ccsG�r�t, return thi, fpr�n� with yc�ur comr�r��anCs ��ric�r° tc� tl°ic� r1�t� raf #h� �uk�lic ��e�rir�y. (7pris r`r�r na way
prohil�its you from �ttenrJinc� �ancJ p�riiciX�atir�g in tire ��t��rlic h�ar�iny.) Yc�u rriay f��x ik t� th�: r7ur��l�er�
Ic�ca4�c� at th� battar�n crr rrt�il it to th� adr�ress l�r�slc�w ar dre�p it r�fi ir7-p�rson:
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r�q�a�:�t. '�"trc Cc�ir�rnissinn is ir�fcrrrr��cV af tF7c� r�c�rcent �f r��pcarr;�es in sup�cart �r�ci in c���pcssitic�n.
in favor af roquest
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Exhibit 12
Site Photos
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40
Exhibit 13
P&Z Meeting Minutes of October 10, 2012
Commissioner Thom Reece motioned, Commissioner Frank Conner seconded to approve the
Consent Agenda. Motion approved (7-0).
4. PUBLIC HEARINGS:
A. Hold�ublic hearin� and consider makin� a recommendation to Citv Council re�ardin� an
amendment to the annroved concept plan of Planned Develanment 120 (PD-174) to allow
the development of a new church. The subject site is located on the north side of Crawford
Road and the west side of John Paine Road. (PDA12-0001, St I�✓fark Catholic Church,
Cindv Jackson)
Agenda item 4A and item 4B were heard as one item.
Jackson provided a brief background on this request. Jackson stated the applicant is proposing to
reclassify one of the school sites and a portion of an area designated for single family residential
uses to a church and education facility land uses. Jackson stated there were 4 public notices sent
to property owners within 200 feet of the subject site; there were also 7 courtesy notices sent to
property owners within 500 feet of the subject site. As of this hearing, there was one response
received in opposition of this request; however, that property is within the City of Argyle, which
does not count towards this vote. Jackson stated staff recommends approval of these requests
with the following condition(s): 1. the improvements to John Paine Road must be completed
with Phase I of this development. Jackson stated the applicant is present.
Larry Reichhart, Spring Brook Planning Group
1608 E. Windsor Road, Denton, Texas
Reichhart stated he is representing the St. Mark Catholic Church, which they are proposing an
expansion. Reichhart stated the proposal is to allow the use of a church. Reichhart stated the
architect is present.
George Jezek, The Wallace Group, Inc.
PO Box 220007, Waco, Texas
Jezek stated the design was created around the central access on Crawford Drive; the entry drive
is center at the sanctuary which would be constructed in phase II. Jezek presented which
buildings would be constructed within each phase. Schaake questioned if the renderings provided
are the exact prototype, Jezek stated that is correct.
Taylor requested additional information on the variance. Reichhart acknowledged there are two
requests, one of which is the John Payne portion. Reichhart stated they are now proposing that
variance be a part of phase I. The second variance request is for the Education Drive portion
which includes constructing a cul-de-sac. Schaake closed the Public Hearing.
Commissioner Thom Reece motioned, Commissioner Devin Taylar seconded to approve agenda
item 4A and 4B with the following condition: 1. the improvements to John Paine Road must be
completed with Phase I of this development. Motion approved (7-0).
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B. Hald_a__public hearin� and consider makin� a recommendation to City Council re�ardin� a
Detailed Plan for a church and educational facilitv located within a Planned Development
(PD-174) zonin� district. The subject site is located on the north side of Crawford Road
and the west side of John Paine Road and contains an apt�roximatelv 28 acres. (PBA12-
0002, St Mark Catholic Church, �indv Jacksonl
This item was heard with agenda item 4A.
C. Hold a public hearin� and consider rnakin� a recommendation to Citv Council re�ardin� an
asne��dment to the Special Si�n District for the First United Methodist Church (Ord. No.
2010-016) to add a wall si�n. The a�proximatelv 4.17 acre site is located at 201 S. Lacust
Street between Mulberrv Street and Sycamore Street and is within a Downtown
Commercial General (D�-G) zonin� district. The purpose of tlae Special Si�n I�istrict is to
allow for si n�age to deviate from the requirements of �ubchapter 15 of the Denton
Bevelopinei7t Code relatin� to the use of baizner si�ns. (Sl�l�-0001, First United Metlzodist
Church Si�n I�istrict, Cindv Jackson)
King stated she will recues herself from this agenda item due to a relative of hers having
substantial interest in this business entity that would affect this vote.
Jackson provided a brief background of this request. Jackson stated the proposed sign's
elevations are 6'/z' x 4' and would be placed on the western faqade of Locust Street. Jackson
stated the special sign district includes banner signs along Locust Street and in the parking lot.
There were 28 Public Notifications sent to property owners within 200 feet of the subject site,
and 124 notices sent to properties within 500 feet of the subj ect site. At the time of this meeting,
there has only been one response received which was in favor of this request. Jackson stated the
applicant is present.
Nancy Murphy-Chadwick, Chair of Board of Trustee for the First United Methodist Church
201 S. Locust Street, Denton, Texas
Murphy-Chadwick stated the Church would like to add the proposed side to the structure in order
to decipher this building from a City building. Schaake closed the Public Hearing.
Commissioner Brian Bentley motioned, Commissioner Frank Conner seconded to approve this
request. Motion approved (6-0-1 recused).
FUTURE AGENBA ITEMS: Under Section 551.042 of the Texas Open Meetings Act,
respond to inquiries from the Plannin� and Zonin� Commission or the nublic with snecific
factual information or recitation of policy, or accept a proposal to place the matter on the
agenda for an upcomin� meetin�.
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26 Chair Schaake stated staff would like to train the new Commissioners; however, it would be
27 beneficial for all the Commissioners to receive an updated training course. Schaake added there
28 are several topics that could be discussed during a few Work Session meetings. Lockley stated
29 staff will develop a training schedule, which will be presented as a Public Hearing item. Schaake
Exhibit 14
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Planning and Development
ACM: John Cabrales ��
SUBJECT — Fi�st United Methodist Chu�ch (,S�D12-0001)
Hold a public hearing and consider an ordinance of the City of Denton, Texas, amending an
overlay district and approving an amendment to the First United Methodist Church Special Sign
District for 4.141 acres of land which is located at 201 S. Locust Street and platted as Lot 1R,
Blocic 23, Old Town Denton Addition; in the City of Denton, Denton County, Texas; providing a
penalty in the maximum amount of $2,000 for violations thereof; providing a severability clause
and an effective date. (SD12-0001) The Planning and Zoning Commission recommends
approval (6-0-1).
BACKGROUND
The applicant (National Signs, LLC) on behalf of First United Methodist Church is proposing to
amend the approved Special Sign District to permit the installation of a non-illuminated wall sign
to the western building elevation of the existing church. The proposed 4 ft by 8 ft circular "logo
sign" was not included in the original approved sign plan for the district. No other signs are
proposed at this time.
The Planning Division sent out twenty-eight (28) notices of the Planning and Zoning
Commission public hearing to property owners within 200 feet and 124 courtesy notices to
property owners with 500 feet of the subject site. As of this writing, staff has received one (1)
property owner response in favor of the proposed Sign District amendment. Public notification
information is provided in Exhibit 6.
PRIOR ACTION/REVIEW
• January 12, 2010, a special sign district was approved by City Council (Ord. No 2010-016).
OPTIONS
1. Approve
2. Approve subject to conditions.
3. Deny.
4. Postpone consideration.
5. Table the item
Agenda Information Sheet
November 6, 2012
Page 2
RECOMMENDATION
The Planning and Zoning Commission recommends APPROVAL of this proposed amendment
to the First United Methodist Church Special Sign District 6-0-1.
The Development Review Committee recommends APPROVAL of this proposed amendment to
the First United Methodist Church Special Sign District.
EXHIBITS
1. Staff Report
2. Location Map
3. Zoning Map
4. Proposed sign district amendment
5. Ordinance No. 2010-016
6. Letter From Applicant
7. Notification Map and Property Owner Responses
8. Site Photos
9. P& Z Meeting Minutes of October 10, 2012
10. Ordinance
Prepared by:
�'
Cindy Jacicson, AICP
Senior Planner
Respectfully submitted:
,>
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Brian Locldey, AICP, CPM
Interim Planning and Development Director
Exhibit 1
Staff Report
CITY OF DENTON
DEVELOPMENT REVIEW COMMITTEE
STAFF REPORT
P&Z Date: October 10, 2012 TYPE: Special Sign District
Amendment
CC Date: November 6, 2012 PROJECT #: SD12-0001
Project Number:
Request:
SD12-0001
Amendment to the First United Methodist Church Special Sign
District (Ord. No. 2010-016)
Applicant: Don Sturr
National Signs, LLC
2611 El Camino Street
Houston, TX 77054
Property
Owner:
Location:
Size:
Zoning Designation:
Future Land Use:
Case Planner:
DRC Recommendation:
First United Methodist Church
201 S. Locust Street
Denton, TX 76201
201 S Locust Street, between Mulberry and Sycamore Streets.
4.141 � acres
Downtown Commercial General (DC-G).
Downtown University Core
Cindy Jacicson, AICP
The Development Review Committee (DRC) recommends
APPROVAL of SD12-0001
Summary of Analysis:
Section 35.15.18 of the Denton Development Code (DDC) permits the establishment of a
special sign district provided certain criteria are satisfied. Specifically, the City Council may
approve the creation of a sign district for any property which has more than three hundred
(300) feet of continuous street frontage on one (1) public street if it finds the district:
A. Provides a comprehensive plan for signs that would be clearly superior to what would
be allowed without the plan;
B. Would be compatible with surrounding properties. In considering whether a district
and sign plan is "compatible" and "clearly superior", the commission and council
shall consider, but are not limited to considering the following:
1. Scale. The relationship between and compatibility of sign scale, site scale and the
scale of nearby buildings.
2. Color. The relationship between and compatibility of sign color to the color of
nearby buildings and landscaping: The degree to which sign colors are
complimentary to its surroundings.
3. Material. The materials of the signs and how they relate to their surroundings.
4. Shape. The shape and design of the signs and how they relate to their
surroundings.
5. Landscaping. The relationship of signs to landscaped features in and outside the
district.
6. Traffic Safety and Traffic Circulation. The impact of the signs on driver's
view, the degree to which view obstnictions are created or improved, avoidance
of confusion with or obstniction of traffic control signs and devices, and the time
it talces a motorist to read the sign.
7. Illumination. The impact and compatibility of sign illumination within the
district and in relation to neighboring properties. The avoidance of glare and light
pollution.
8. Integration. How the signs in the district are integrated into a unified
development concept with the topography, building design, other signs,
landscaping, traffic circulation and other development features on the district and
nearby property.
a. Is not being used merely to avoid or gain a variance of the sign regulations;
b. Does not violate the spirit or intent of the sign regulations; and
c. Complies with the requirements of this section.
In 2010, a special sign district was approved for the First United Baptist Church to
accommodate the year round display of banner signage at the on the west side fa�ade (Locust
Street), which is the primary entrance to the church. This fa�ade was recently restored.
However, the final step in the restoration process is the installation of the logo sign on the
fa�ade facing Locust Street. The proposed sign is not illuminated and will be ornamental in
nature.
Development Review Committee
Based upon the information provided by the applicant and a recent site visit, the Development
Review Committee finds that the request IS CONSISTENT with the surrounding land uses and
general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT
with the Denton Development Code.
GENERAL NOTES
�rOTE: Approval of this request .�Izall rzot corzstitute a�naiver or var^iarzce fi^onz arzy applicable developnzerzt
requir^enzerzt urzless specifically rzoted irz the corzditzorzs of approval arzd corz.�isterzt �rith the Derztorz
Developnzerzt Code.
�rOTE: All >>�r^itterz comnzerzts nzade irz the applicatiorz arzd subsequerzt subnzissiorzs of'irzf'or^nzatzorz nzade durirzg the
applicatiorz r^evie��� proces�, �rizich are orz file ���itli the Cit�> of Derztorz, .�hall be corzsidered to be birzdirzg
upo�z the applicarzt, provided such comnzerzts are rzot at var^iarzce >>�ith tlze Derztorz Plarz, Derztorz
Developnze�ztCode or other developnzerztregulatiorzs irz effectattlie tinze of'developnzerzt.
Surrounding Zoning Designations and Current Land Use Activity:
North�i est: North: Northeast:
DCG DCG DCG
Hannah's Restaurant and Parking Wells Fargo ATM and Restaurants
Lot To�� iiliouses
West: � ' � East:
DCG � DCG
Mixed Use De��elopment (under
constiuction) -' " " Miiu-Storage Warehouses
South�i est: South: Southeast:
DCG DCG DCG
Seiuor Housing Commercial and Residenrial Uses Miiu-Storage Warehouses
J'oza°ce: C.'i�j� oj1)e�rto�r Cieographical brfornzaiiorr J'ystenz a�rd site visit by C.'it�� staJj
Exhibit 2
Exhibit 3
Exhibit 4
Proposed Sign District Amendment
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Exhibit 5
Ordinance No. 2010-016
o�nvaNCE No. 2010-016
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SPECIAL SIGN
DISTRICT PLAN ON APPROXIMATELY 4.141 ACRES OF LAND, GENERALLY LOCATED
AT 201 S. LOCUST STREET AND PLATTED AS LOT 1R, BLOCK 23, OLD TOWN DENTON
ADDITION, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A
PENALTY IN THE MAXIMUM AMOUNT OF 52,000.00 FOR VIOLATIONS THEREOF;
PROVIDING FOR SEVERABII,ITY AND ESTABLISHING AN EFFECTNE DATE. (SD09-
0001)
WHEREAS, First United Methodist Church-Denton has applied for adoption of a Special
� Sign District on real property containing approximately 4.141 acres of land in the Downtown
Commercial General (DC-G) zoning district, such real property legally described as Lot 1R, Block
23, Old Town Denton Addition (hereinafter defined as the "Property"); and
WHEREAS, on November 18, 2009, the Planning and Zoning Commission concluded a
public hearing as required by law, and recommended approval �vith conditions of the Special Sign
District; and
WHEREAS, the City Council finds the Special Sign District satisfies the purposes and
approval criteria of Section 35.15.18 of the Development Code; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance are
ir�corparated herein by reference as true.
SECTION 2. The Special Sign District is hereby approved on the Property subject to the
following conditions:
a. Three (3) banner signs are permitted year round along the S. Locust Street frontage in
the locations shown in Exhibit "A", attached hereto and made a part hereof by
reference:
b. Seven (7) parking lot banner signs are permitted year round in the East Parking Lot in
the locations shown in Exhibit "A".
c. One (1) wall sign is permitted on the building at the east entrance as sho�Wn in Exhibit
«A„
d. One (1) wall sign is permitted on Cole Chapel at the S. Locust Street entrance as
shown in Exhibit "A".
e. One (1) banner sign is permitted year round at the E. Sycamore Street entrance as
shown in Exhibit "A".
�
f. One (1) wall sign is permitted at the corner of S. Locust Street and E. Mulberry Street
as shown in Exhibit "A".
g. One LED display monument sign; which will replace the current illuminated
monument sign, is permitted in the location shown in Exhibit "A". In addition to the
requirements of Subchapter 15 regarding signage, the following conditions will apply
to this sign:
i. All lamps should be less than 8 watts.
ii. The sign, as a whole, should not be bright (intense) enough to interfere with the
vision of a driver on any adjacent public street.
iii. No element of the display may move or change more often than every 20
seconds.
SECTION 3: The City's official zoning map is amended to show the change in zoning
district classification, per Section 35.15.18.7 of the Denton Development Code.
SECTION 4. If any provision of this ordinance or the application thereof to any person or
circumstance is held invalid by any court, such invalidity shall not affect the validity of other
provisions or applications, and to this end the provisions of this ordinance are severable.
SECTION 5. Any person violating any provision of this ordinance shall, upon conviction, be
fined a sum not exceeding $2,000.00. Each day that a pro��ision of this ordinance is violated shall
constitute a separate and distinct offense.
SECTION 6. That this ordinance shall become effective fourteen (14) days from the date of
its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be
published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton,
Texas, within ten (10) days of the date of its passage.
_ PASSED AND APPROVED this the � day of , 2010.
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ATTEST:
JENN�'ER WALTERS, CITY SECRETARY
:
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MARK A: BU�tROUGdI�iS, MAYOR
a�
APPROVED AS TO LEGAL FORM:
A1�ITA BURGESS, CITY ATTORNEY
Sign District Prop�osal
First United Methodist Church-Denton
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Short Range Goals
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. Banners will be placed on light poles, all of which are on church
� property, in the East Parking Lot area. The closest setback from
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8anners will be placed on light poles, all of which are on church
property, in the East Parking Lot area. The closest setback from Mul-
berry Street is approximately 24'. These banners, changed season-
ally, would also be displayed all year.
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within our property, setback more [han 24' from Mulberry Street.
Size: 60" h x 30"w
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The Cross and Flame w/name identification is to be
placed on building @ the East Entrance covered drive.
The Cross & Flame sign will be a cutout of the Iogo.
10 in letters
18 in Cross and Flame
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Name identification for Co1e Chapel is to be placed
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8 inch letters
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LED Display Monument Sign . � � � ��P�AN � ,
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Qty: 1 : . .� .. �n� � '
Overall size: 109 " w x 80" h � : ". � "�'�
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Set Back: 20, 9 „ • ' . �i'°a°"
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with LED Monument sign of the same size. � � _� __ _ _�er _ a__
�: �OCi1� �f'��
LED Display Monument Sign
Qty: 1
Overall size: 109 "w x 80" h
LED display size: 95" x 38" h
Set Back: 20'9"
Remove the current illuminated monument sign and replace with LED Monument
sign of the same size.
Picture at left is only a sample de'sign.
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s:\our documentslordinances109\sd09-OOOl.doc
W.'iLNUT
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Exhibit B
LOCATION MAP
SUBJECT SITE
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Exhibit 6
Letter from Applicant
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Exhibit 7
Notification Information and Property Owner Responses
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���uiiui�FBVOf PefCB�= FUMC Sign District
SYTE - Streets w�E
200 Ft Notification Boundary
� 50o F� �o�rte� No��f��aeo� Bo��de� SD 12-0001
s
'� t�,���( �., ���; �,;� f 1' J�� I�, i t t� i �'��� ; ��;i �'t
The Plannin� and Goning Commission of the City of Dentan will hold a�auf�lic hearing an Wednesclay,
C7ctak�er 10, 201?_, ta ccrnsicler makin� � recammenci�tion to City Cc�uncil re��ardin� an am�r7drnent to
the Special Sign District of �irst United Methodist Church of I�enton. The appraximately 4.17 ��cre sike
is lac�ted at 2�1 S, Locust Street between Mulberry Street �nd Sycamore Street and is within �
Dawntawn Commercial General (17C-G) z�ning district. 'fhe pur{aase of khe Special Si�n District is ta
allow the signage for a development to deviate fr�m the requirements af Subchapte r 15 of the Dcntor7
Develapmer7t Code.
The public hearing will stark at 6:3Q p.rr�. in the City Cou��cil Chamb�;rs of Ci#y Hall locateci at 215 E.
McKinney Street, Llenton, Texas. F�ecause yau awn �raperty witl�in two hundred (200j feet af tfre
subjecf prope��ty, the Planni��r� �ar�d Zaning Ca�nrnission wo��ld liice tc� he�r trow you feel abocrt tl7is
request and invrt�s yau to attei�d fhe pubtic he�ring. F'lease, in arder for your opinion to k�e taken into
account, returr7 tf7is farn� wi#h yaur commeiits prior to kf7e date of lhe public hearing. (This in no way
p��vMiFai#a you frvrr�i �ft�r�drng and participatir7c� tn the> pu��blic fl�ar�>��.) Yu�a r�iay fax it to th�; r7tambcr
I�cated ak kl�e battorn or rn�il if to the address belaw or drop it aff in-nersan:
f'lanning and Develcrprn�nt Department
221 N. Clrrr ��"
bentan, T'exas 76201
Attn: Cindy Jacksc�n, C'rnject Man�ger
1'hcs� forms are us�c! ta calculat� tPae perc�ntage c�f land�wners fhat support and appose th�
request, i'he Carnmissic�n is inform�d af the percent of respanses in sup�ort and in op�ositinn.
,�.., f'lease circle ane:
q-st �� Neutral ta request Opposed to request
� In favar af re uc
�teas�ns far�pprrsi4i � �
an:
Mailing Add�ess: � � �
Si natur� ,,f N �� "� , ��
F'rintod Narri� � -' �%� C�
Y p� .) "�;" ���---�
Cik , State Zi � �'� � �
Telepl7ane Number: ,���. „�' ���
Physical Addr�ss of I�roperty within 200 feet: .
�l%Y �?� l�inl��sl�, %�i���`i CITY HALL WEST • C7GN1°ON, 'I'EXAS 76201 • 940.34�J.i3541 �(F) 940.349.7707
2n�;� �,<<s�';:�r�rit,<
Exhibit 8
Site Photos
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
�
Exhibit 9
P&Z Meeting Minutes of October 10, 2012
MINUTES
PLANNING AND ZONING COMMISSION
October 10, 2012
B. Hold apublic hearing and consider making a recommendation to City Council re�arding a
Detailed Plan for a church and educational facilitv located within a Planned Development
(PD-174, zonine district. The subject site is located on the north side of Crawford Road
and the west side of John Paine Road and contains an annroximatelv 28 acres. (PI1Al2-
0002, St Mark �atholic Church, Cindv Jackson)
This item was heard with agenda item 4A.
C. Hold a public hearin� and consider makin� a recommendation to Citv Council re�ardin� an
amendinent to the Snecial Si�n District for the First United Methodist Church (Ord. No.
2010-016� to add a wall sien. The a�roximatelv 4.17 acre site is located at 201 S. Locust
Street between Mulberrv Street and Sycamare Street and is within a Downtown
Commercial General (D�-Gl zonin� district. The purpose of the St�ecial SiQn District is to
allow for si n�a�e to deviate from the requirements of SuUchapter 15 of the Denton
Development Code relatin� to the use of banner si�ns. (SD12-0001, First United Methodist
Church SiQn District, Cindv Jackson)
King stated she will recues herself from this agenda item due to a relative of hers having
substantial interest in this business entity that would affect this vote.
Jackson provided a brief background of this request. Jackson stated the proposed sign's
elevations are 6'/z' x 4' and would be placed on the western fa�ade of Locust Street. Jackson
stated the special sign district includes banner signs along Locust Street and in the parking lot.
There were 28 Public Notifications sent to property owners within 200 feet of the subject site,
and 124 notices sent to properties within 500 feet of the subject site. At the time of this meeting,
there has only been one response received which was in favor of this request. Jackson stated the
applicant is present.
Nancy Murphy-Chadwick, Chair of Board of Trustee for the First United Methodist Church
201 S. Locust Street, Denton, Texas
Murphy-Chadwick stated the Church would like to add the proposed side to the structure in order
to decipher this building from a City building. Schaake closed the Public Hearing.
Commissioner Brian Bentley motioned, Commissioner Frank Conner seconded to approve this
request. Motion approved (6-0-1 recused).
5. FUTURE AGENDA ITEMS: Under Section 551.042 of the Texas Open Meetings Act.
respond to inauiries from the Plannine and Zonin� Commission or the public with specific
factual information or recitation of policy, or accept a proposal io place the matter on the
a�enda far an upcoming meeting.
Chair Schaake stated staff would like to train the new Commissioners; however, it would be
beneficial for all the Commissioners to receive an updated training course. Schaake added there
are several topics that could be discussed during a few Work Sessian meetings. Lockley stated
staff will develop a training schedule, which will be presented as a Public Hearing item. Schaake
s:llegallour documentslordinances1121sdi2-OOOl.doc
Exhibit 10
• : � I� : �L��l�I��
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING AN OVERLAY
DISTRICT AND APPROVING AN AMENDMENT TO THE FIRST UNITED METHODIST
CHURCH SPECiAL SIGN DZSTRICT FOR 4.141 ACRES OF LAND WHICH IS LOCATED AT
201 S. LOCUST �TREET AND PLATTED AS LOT 1R, BLOCK 23, OLD TOWN DENTON
ADDITION, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A
PENALTY 1N THE MAXIMUM AMOUNT OF $2,400.00 FOR VIOLATIONS THEREO�';
PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. {SD 12-0041)
WHEREAS, FUMC Denton has appiied for an amendment to the First United Church
Special Sign District {Qrd�in.ance NuFnber 2010-01 b) on real property containing approximately 4.141
acres of land in the Downtown CoYnmercial Generai (DGG) zoning district, such real property land
legally described as Lot 1R, Block 23, Old Town Denton Addition (hereinafter defined as the
"Property"), and
WHEREAS, on October 10, 2� 12, the Planning and Zoning Commission concluded a public
hearing as required by law, and recommended approval of amendment to the special sign district
with conditions; and
WHEREAS, the on November 6, 2012, the City Council cancluded a public h�aring as
required by law and finds the Special Sign District is in compliance with the Subchapter 15 of the
Developrnent Code of the Code oi Ordinances of the City of Denton, and is consistent wit� the
Denton Plan; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations cantained in the prearnble of this ordinance are
incorporated herein by reference.
SECTION 2. The Speciai Sign District amendment is hereby apptoved an the Praperty
s�bject to the �o�lowing conditions:
a. A non-illuminated, 4' X 8' logo sign shali be pezmi�ted to be installed on the frant
farade of the church as shown in Exhibit "A", attached hereto and incorporated
herein by reference.
SECTION 3. All provisions of Ordinance Number 2010-016 shall remain in full force and
effect.
SECTION 4. If any provision of �his ordinance or the application thereof to any person or
circ�unstance is held invalid by any court, such invalidity shall not affect the validity of other
provisions or applications, and to this end tY�e provisions of this ordinance are severable.
SECTIQN 5. Any person violating any provision of this ordixiance sha1�, upon convictaan, be
fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated sha11
constztute a separate and distixict offense.
SECTION 6. This ordinance shall become effective fourteen (14} days from the �ate of its
passage, and the Ci�y Secretary is hereby directed to cause the caption of this ardinance to be
published twice in the Denton Record-Chronicle, a daily newspaper published � the City af Denton,
Texas, within ten (10} days of the date of its passage.
PASSED AND APPROVED this the day of , 2012.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY AT'TORNEY
BY:
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AGENDA INFORMATION SHEET
AGENDA DATE: November 6, 2012
DEPARTMENT: Planning and Development
ACM: John Cabrales ��
SUBJECT — Co�bin Roccd Business Pcc�k II (Z12-0008)
Hold a public hearing and consider an ordinance of the City of Denton, Texas, providing for an
initial zoning designation of Industrial Center General (IC-G) zoning district classification and
use designation, on 25.03 acres of land located east of Corbin Road and south of Shelby Lane;
providing for a penalty in the maximum amount of $2,000 for violations thereof; providing a
severability clause and an effective date. (Z12-0008) The Planning and Zoning Commission
recommends approval (7-0).
BACKGROUND
The applicant, Vicicie Marriott (Corbin Realty II, L.P.), is requesting an initial zoning of
Industrial Center General (IC-G) at property located on the east side of Corbin Road, south of
Shelby Lane in order to develop the site as an industrial use. The subject site is comprised of
two platted lots and two unplatted tracts. In 2010, these lots were annexed as a part of DH-3, and
given a"place holder" zoning designation of Rural Residential SX (RD-SX). Currently, the
subject lots/tracts are undeveloped.
The western portion of the subject site encroaches into the floodplain as shown on 2011 FEMA
maps. Prior to development, the western portion will require a Conditional Letter of Map
Revision (CLOMR) and a Letter of Map Revision (LOMR) by FEMA prior to the reclamation of
any floodplain.
Nine (9) public notices were sent to property owners within 200 feet of the subject site.
Nineteen (19) courtesy notices were also sent to residents within 500 feet of this proposal. As of
this writing, staff has received no written responses from property owners within the notification
area. Public notification information is provided in Exhibit 6.
PRIOR ACTION/REVIEW
• January 23, 2008, final plat of Lots 1-7, Blocic A, Corbin Road Industrial Parlc Phase I
approved by P&Z.
• May, 2010, site was annexed into the City.
Agenda Information Sheet
November 6, 2012
Page 2
OPTIONS
1. Approve
2. Approve subject to conditions
3. Deny
4. Postpone consideration
5. Table the item
RECOMMENDATION
The Planning and Zoning Commission recommended APPROVAL of this application
with a vote of 7-0.
The Development Review Committee recommends APPROVAL of this rezoning request.
EXHIBITS
1. Staff Report
2. Site Location/Aerial Map
3. Existing Zoning Map
4. Proposed Zoning Map
5. Fuhire Land Use Map
6. Letter from the Applicant
7. Notification Map and Property Owner Responses
8. Site Photos
9. P&Z Meeting Minutes of September 26, 2012
10. Ordinance
Prepared by:
,
1
Cindy Jacicson, AICP
Senior Planner
Respectfully submitted:
,��
� ��
� � ,
�`�� a �� ���� �;c��^� �'° �,,, �^"�". �
�`'°� � ��
Brian Locldey, AICP, CPM
Interim Planning and Development Director
Exhibit 1
CITY OF DENTON
DEVELOPMENT REVIEW COMMITTEE
STAFF REPORT
P&Z Date: September 26, 2012 TYPE: Rezoning
CC Date: November 6, 2012 PROJECT #: Z12-0008
Project Number:
Request:
Applicant/Property
Owner:
Location:
Size:
Zoning Designation:
Future Land Use:
Case Planner:
DRC Recommendation:
Summary of Analysis:
Z12-0008
25.03 � acres of land to an initial zoning designation of Industrial
Center General (IC-G).
Vicicie Marriott
Corbin Realty II, L.P.
2281 N. Masch Branch Road, Suite 400
Denton, TX 76207
The subject property is located on the east side of Corbin Road,
south of Shelby Lane.
25.03 � acres
Rural Residential SX (RD-SX).
Industrial Centers
Cindy Jacicson, AICP
The Development Review Committee (DRC) recommends
APPROVAL of Z12-0008.
The applicant is requesting to assign a zoning designation of IC-G to the property. When the site
was annexed into the city, it was given a"place holder" zoning designation of RD-SX. A"place
holder" zoning designation is not an official zoning category; therefore, the subject site is not
considered to be zoned until the property owner submits an application for zoning. Until such
an application is submitted, the only new uses which are available to the property owner are
those uses permitted in the RD-5 district.
The existing future land use designation of Industrial Center is consistent with the requested
zoning district designation.
The properties located both to the north and between the subject sites are developed with a
warehouse, assembly and office facility; and a warehouse, assembly and distribution facility.
The properties to the east, west, and south of the subject site are undeveloped.
Findings of Fact
1. 7'�/E', S7/E', dS L�E',Sd�YlC//E',L� C/S IYIL�1lS/1'dC/% ��E',YI/E',1' OYI /�/E', F1!/1!1'E', I,GYIL� �lSE', l�G�. 7'�/E', I)E',YI/()YI
Plan states that `7nd�ist�ial cente�s a�e intended to p�ovide locations fo� a va�iety of
wo�k p�ocesses and wo�k places such as nian�ifactu�ing, wa�ehousing and dist�°ibuting,
indoo� and outdoo� sto�age, and a�vide �ange of coninie�cial and indust�ial ope�ations. "
The �equested zoning is consistent with this designation.
2. The Indust�ial Cente�s zoning dist�icts a�e nieant fo� "locations fo� a va�iety of wo�k
p�ocesses and eniploynient such as nianufactu�ing, wa�ehousing and dist��ibuting, indoo�
C/YIL� O1!/L�001' S/OI'C/�'E',, C/YIG� C/ 11�dL�E', 1'C/Yl�'E', Of COI�11�2E',1'CdC/% C/YIL� /YIL�1lS/1'dC/% ()�E',1'C//dOYlS. �� 7'�/E',
�equested zoning designation is consistentwith the su��°ounding and p�oposed uses.
3. The subject site is not located within any ove�lay o� histo�ic dist�icts.
-�. ��OI'h/YI �OC/L� dS C%C/SSdfdE',L�C/S C/YI 1lY1d1�2�1'OVE',L��E',1'd1�2E',/E',1' S/1'E',E',/ C/YIL� dS 1'E',C�1ldl'E',L� /O hE',
zr��p��oved lrpoyl develc�pr��eylt.
�. The szte zs lryldevelc�pec�'.
<. The sztes located to the ylo��th ayld beh��eeyl the h��o a��eas lrylde�� coylszde��atioyl ���e��e also
C/YIYlE',.KE',L� dYl/O /�/E', Cd1y /YI ��1 �. 7'�/E',SE', C/1'E',C/S 11�E',1'E', C/SSd�'YlE',L� /�/E', 1��—�i Z()YI/Yl�' L�E',Sd�YlC//d()YI /YI
�S�E',�/E',1�2hE',1' ��11 �Zll—��1-� C/YIL� Zll—��IJ�. 7'�/E', IYIL�1lS/1'dC/% ��E',YI/E',1' �iE',YlE',1'C/% Z()YI/Yl�'
dist�ict is located on the both the east and west sides of the subject sites. The Indust�ial
Cente� Gene�al dist�ict is also located on the no�th of the two unplatted t�acts of land
11��/dC�/ C/1'E', dYlC%1lL�E',L� dYl /�/dS 1'E',C�1lE',S/. 7'�/E', 1'E',C�1lE',S/E',L� Z()YI/Yl�' L�E',Sd�YlC//d()YI 11�01!%L� hE', C/
COYI//YI1lC//dOYl Of /�/E', E',.KdS//Yl�' Z()YI/Yl�' dYl /�/E', C/1'E',C/.
7. The slrbject p��c�pe��ty eylc��oaches zylto both lryldevelc�ped f7oodplaiyl ayld st��ear�� blrff'e��
envi�onnientally sensitive a�eas (ESAs). Any developnient �eq�ri�ing platting of the
p�ope�ty �vould be subject to the ESAs �e�rslations. Uses on p�ope�ty within undeveloped
f7oodplain and st�eani buffe�s a�e subject to Sections 3�.17.7 and 3�.17.8 of the Denton
Developnient Code (DDC).
cS'. WC//E',1' dS C/VC/d%C/h%E', /O /�/E', /1'C/C/S C/%()Yl�' ��OI'h/YI �OC/L� hy C()YIYlE',C//Yl�' /O /�/E', E',.KdS//Yl�' 1 �—dYlC�/
niain just no�th of these t�acts, and extending it along Co�bin Road to the south p�ope�ty
line of the southe�n t�act. Wate� is available to Lots 1& 2 fi°oni the existing 12-inch
niain along the west p�ope�ty line of these lots.
�S�E',11�E',1' dS C/VC/d%C/h%E', /O /�/E', /1'C/C/S C/%()Yl�' ��OI'h/YI �OC/L� VdC/ /�/E', E',.KdS//Yl�' 1 �—dYlC�/ �'1'C/Vd1y 1�2C//YI
along the east p�ope�ty line of the �snplatted t�acts. Sewe� is available to Lots 1& 2 via
/�/E', E',.KdS//Yl�' 1 J—dYlC�/ �'1'C/Vd1y 1�2C//YI C/%()Yl�' /�/E', E',C/S/�JI'O�JE',1'1y %dYlE', Of /�/E',SE', %O/S.
9. Othe� info�niation stated by DRC.
A. Aylticzpated ���ate�� der��ayld: 7-1. 3 GPM (peak)
B. Aylticzpated ���aste���ate�� der��ayl�' <?. 3 GPM (peak)
Thzs zs adeqlrate to r��eet the aylticzpated der��aylcd.
Development Review Committee
Based upon the information provided by the applicant and a recent site visit, the Development
Review Committee finds that the request IS CONSISTENT with the surrounding land uses and
general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT
with the Denton Development Code.
GENERAL NOTES
�rOTE: Approval of this request .�Izall rzot corzstitute a�naiver or var^iarzce fi^onz arzy applicable developnzerzt
requir^enzerzt urzless specifically rzoted irz the corzditzorzs of approval arzd corz.�isterzt �rith the Derztorz
Developnzerzt Code.
�rOTE: All >>�r^itterz comnzerzts nzade irz the applicatiorz arzd subsequerztsubmissiorzs of'irzf'or^nzatio�z nzade durirzg the
applicatiorz r^eviei�� process, �rluch are orz file >>�ith tlie Cit�> ofDerztorz, shall be corzsidered to be birzdirzg
upo�z the applicarzt, provided such conznze�zts are rzot at var^iarzce �ritli the Derztorz Plarz, Derztorz
Developnze�zt Code or other developnzerzt regulatzorzs irz effect at tlie tinze of'developnzerzt.
Surrounding Zoning Designations and Current Land Use Activity:
North: Northeast:
North�i�est: IC-G IC-G
IC-G Warehouse, assembly� and warehouse, assembl�� and
Unde��eloped land disriiburion centers distiiburion centers and unde��eloped
land
West: East:
IC-G and RD-5X � � � � IC-G
Faim and cropland and � Warehouse and distiibution center
iuide��eloped land � ���' � and unde��eloped land
South�i est: South: Southeast:
RD-5X ETJ IC-G
Farm and cropland Unde��eloped land Unde��eloped land
J'oza°ce: C.'i�j� of 1�e�rto�r Creographical brfornzatiorr Jj�stenz a�rd site visit by C.'it�� staff
Comprehensive Plan:
A. Consistency with Goals, Objectives and Strategies
The subject site is located in the "Industrial Centers" future land use designation. The
Industrial Centers land use designation are meant for "locations for a variety of work
p�ocesses and eniploynient such as nianufact�i�in�g wa�ehousing and dist�°ibuting, indoo� and
outdoo� sto�age, and a wide �ange of coninie�cial and industrial operations. ". The proposed
zoning designation is consistent with this future land use designation and the Denton Plan.
B. Land Use Analysis:
The applicant is proposing to rezone the site to the IC-G district to accommodate future
development. The uses pernutted in the IC-G district are consistent with the existing uses
surrounding the subject site.
The following tables illustrate the uses permitted in the requested IC-G district:
.. ,. , ,,
Agriculture P
Livestocic L (7)
Single Familv Dwellings N
:�ccessor� D��elling L?nits N
Attached Single Familv Dwellings N
D��ellings :�bove Businesses N
Live � ork L?nits N
Dupleles N
Communitc Homes For the Disabled N
Uroup Homes N
Mu1Ci-Familv Dwellings N
Manufactured Housing Developments N
� Permitted, N°not permitted, SL.� Specific L?se Permit
Required, L(�) = Limited as defined in SecCion 35.5.8
Commercial Land Use Categories IC-G
�
Sale of Products Gro��n on Site N
Hotels N
Motels N
Bed and Breakfast N
Retail Sales and Seivice L(18)
Movie Theaters N
Restaurant or Private Club L(22)
Driv�through Facilitc L(14)
Professional Services and Offices P
Quicic Vehicle Servicing P
Vehicle Repair P
Auto and RV Sales P
LaunditiT FaciliCies P
Equestrian FaciliCies N
Outdoor RecreaCion N
Indoor Recreaiion N
Major Event Entertainment N
Commercial Parl�ing Lots P
AdministraCive or Research FaciliCies P
Broadc3sCing of ProducCion Studio P
Sesuallv Oriented Business SL.rP /
� L(32)
TemporaitiTL?ses L(38)
� Permitted, N°not permitted, SL.� Specific L?se Permit
Required, L(�) = Limited as defined in SecCion 35.5.8
Food Processing P
Light Manufacturing P
Heaw Manufacturing SL.rP
�'holesale Sales P
�'holesale Nurseries P
Distribuiion Center P
�'holesale Storage and DistribuCion P
Self-service Storage P
Consh�uciion Materials Sales P
Junlc I ards and Auto �'recl�ing SL.rP
�'recicer Services and Impound Lots L(29)
I�ennels N
VeterinaitiTClinics N
SanitaryLandfills,CommercialIncinerators, SL.rP
Transfer StaCions
Gas �"ells L(27)
� Permitted, N°not permitted, SL.� Specific L?se Permit
Required, L(�) = Limited as defined in SecCion 35.5.8
� � •��
B1sic Utilities P
Communitc Seivice P
Parlcs and Open Space P
Churches P
Semi-public, Halls, Clubs, and Lodges P
Business / Trade School P
Adult or Child Dav Care N
Itindergarten, ElementaitiT School N
Middle School N
High School N
Colleges N
Hospital N
Elderlv Housing N
Medical Centers N
Cemeteries N
Mortuaries N
�'ECS (Free-standing Monopole Support SL.rP
Sti�ucture)
�'ECS (Building-mounted) SL.rP
� Permitted, N°not permitted, SL.rP= Specific L?se Permit
Required, L(�) = Limited as defined in SecCion 35.5.8
..� �
Minimum lot area (square feet) 5,000
Minimum lot ��idth 50 feet
Minimum lot depth 50 feet
Minimum front vard setback 10 feet
Minimum side vard 6 feet
Minimum side vard ad:jacent to a street 10 feet
30 feet,
plus 1
foot for
Minimum vard when abutCing a residenCial use each foot
or district of
building
height
above 30
feet
�1lvmum F:�R 0.40
Mavmum lot coverage 90°�0
Minimum landscaped area 10°�0
Mavmum building height 140 feet
Mavmum �'ECS height 150 feet
Limitations
L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional
animals may be added at a rate of one per each acre over three.
L(14) = Uses are limited to no more than 10,000 square feet of gross floor area
L(18) = Uses are permitted only in association with Gas Stations and are limited to no
more than 5,000 square feet of gross floor area except adjacent to I-35 then uses are
limited to 10,000 square feet of gross floor area.
L(22) = Uses are permitted only in association with Gas Stations and are limited to no
more than 25 seats except adjacent to I-35 then the number of seats is limited to 50
L(25) = If proposed use is within 200 feet of a residential zone, approval is subject to a
Specific Use Permit
L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and
Production
L(29) = Wrecicer Services and Impound Lots must comply with the following provisions:
1. The subject lot shall comply with the provisions of the Texas Administrative
Code, regarding Vehicle Storage Facilities.
2. Lot Screening: All stored vehicles shall be opaquely screened from all rights-of-
way and residential uses and zoning districts.
3. Parlcing and vehicle storage areas associated with wrecker services and impound
lots activities are not allowed within undeveloped floodplain, water-related
habitat, and riparian buffer environmentally sensitive areas (ESA).
4. Best management practices addressing storm water quality must be implemented
and maintained on site. Management practices must attain the pollutant removal
capabilities recommended for parlcing areas in the Integrated Storm Water
Management (iSWM) manual, as published by the North Central Texas Council
of Governments, or similar practices consistent with low impact development
(LID) approaches.
L(32) = Not allowed to locate adjacent to an arterial and within 1,000 feet as measured
from the nearest property line of a sexually oriented business to the nearest property line
of any other sexually oriented business, adult or child daycare, any elderly housing
facility, hospital, any residential use, public open space.
L(38) = Must meet the requirements of Section 35.12.9.
B. Current Zoning District Allocation
Sub'ect Pro �ert�� Future lancl Use/Zonin� allocation
25.03 f acres Current Allocation in the Citti Developed Allocation Change Based Upon
Re uest
Indusriial Center 3,515.57 acres 162 acres + 22.03
General �
J'oza°ce: C.'it�� oj1)e�rto�r
Fire
This submittal has been reviewed for compliance with the 2006 International Fire Code and City
Ordinance 2009-098, Section 29-2 Amendments to the Fire Code. The applicant is responsible
for compliance with all applicable portions of the Fire Code and City Ordinances even in the
absence of review comments.
Water and Wastewater Demand and Capacity:
A. Estimated Demand and Service Provider:
Sub'ect Pro �erty Estimated Im �act Analysis
25.03 f acres Proposed Demand Adequate to Serve (Yes
or No)
Peimitted Dei�sin� IC-G ti�es
Potable Water
Consumption 83.7 (peak) Yes
(GPM)
Waste��ater 71.1 (peak) Yes
Generarion (GPM)
J'oza°ce: C.'it�� of 1�e�rton II crtet°�II aste��atet°1�epa1°tnze�rt
B. Available Capacity:
Water is available to the tracts along Corbin Road by connecting to the existing 12-inch main
just north of these tracts, and extending it along Corbin Road to the south property line of the
southern tract. Water is available to Lots 1& 2 from the existing 12-inch main along the west
property line of these lots.
Sewer is available to the tracts along Corbin Road via the existing 12-inch gravity main along the
east property line of the unplatted tracts. Sewer is available to Lots 1& 2 via the existing 15-
inch gravity main along the east property line of these lots.
C. CIP Planned Improvements:
There are no planned public improvements for the water and sanitary sewer facilities serving the
subject site.
Roadways/Transportation Network:
A. Estimated Demand:
Sub'ect Pro �erty Estimated Im �act Analysis
25.03 f acres Proposed Demand Adequate to Serve (Yes
or No)
Peimitted Dei�sin� 220,350 SF Y
A��erage Aimual 785 �,
Dailti� Tiips (AADT)
PM Peak Hour Tiips 100 Y
J'oza°ce: C.'it�� oj1)e�rto�r �'�rgi�reet°i�rg1)epat°tnze�rt
B. Available Capacity:
The adjacent roadway network can accommodate the traffic generated by this development.
C. Roadway Conditions:
Corbin Road is classified as an unimproved perimeter street and is required to be improved upon
development.
D. CIP Planned Improvements:
Per the City of Denton (COD) Mobility plan, Shelby Lane is proposed to extend to the east and
connect to Metro Street.
Environmental Conditions:
The subject property encroaches into undeveloped floodplain and stream buffer environmentally
sensitive areas (ESAs). Any development requiring platting or replatting of the property would
be subject to the ESAs regulations. Uses on property within undeveloped floodplain and stream
buffers are subject to Sections 35.17.7 and 35.17.8 of the Denton Development Code (DDC).
Electric:
No Comment
Park Facilities:
No Comment
Comments from other Departments: None
Exhibit 2
Site Location/Aerial Map
Exhibit 3
Existing Zoning Map
Exhibit 4
Proposed Zoning Map
Exhibit 5
Future Land Use Map
Exhibit 6
Applicant's Letter
Pro;�ect �1'arratirre
JuOy 12, �0'OZ
Paar�nimg De�arirr�er�t
Ci�y of Dent�n
221 N. Elr� Str�et
f��nt�rn, �X 76'�Qi
�Chawr, C�evela�mend Revieuu C��mi#te�:
The �u6ject praperty vtiras ann�exe� iro 2010 as par# af the
3". A� a result, the prap�rty'uvas assi�ned an initial zcan
F�ature Land Us� Map designates the �r�a wh�re t��
t�dustriat C�r�t�e5 wh�ct� is aans�stem# vwith #he cu�rent u
awneU, Corb9r► Realty II, LP ciesures t� aone t�e proper�t �
�r�ated as "D�f
� �� R�-5. Th�
�1s Icrcatedl as
p�t���rty, Th�
C�n Q�c�Caber 4, 2q1`%, the City ��u�ail app�ave���1'I�JC1t�:°�5 za�ning a�proxirr»tely
�2.0� aco�es own�d by Corbin R�:alt�r Il ar��M �dj�!r,��t t�r tYi� su�byect property as
P�C-G, Lots 1 and 2, �3aack A r�rere n�� �����►� w�t z�rair�g req�est Z'f 1-dfl15.
"�hi� r�eque�t ��r rezc�r�ir�g �¢�cE�+d�s Lat� ,1` �nd 2, EE�##�ack A� �n�i tkre rematnd�r of Ch�
acrea�e at the site th�t is �wned �y ��ru�aar� Rea�t�r 111, The prap�rky is v�can# and
th� surcauatding �pro,�ertly is largely �andev�'C�ped�
Ttae praperty is currently senre� b+� �uty ofi �er�tora water �nd sewer. �aks '! and 2
are pia�ted'; bov�ever, the rerna�ind��r c� #Fr� pcop�rtyr h�s nc�t yet been ,�latted. VWe
loc�k �arw���t� ta warkira� with tk��r C�u�+ trti +�c��npre�e the r�zoc�img pro�ss. Pl�as�
advis� if amy addit�i�na�t isr�'r�rr�tiar� ��,,needed.
6�espectfully,
��tricia
' i..
Exhibit 7
Notification Map and Property Owner Responses
I�ao� Ft �urre�
�R"` � �` � ,, { � r° , � � � �°� !, 1 ; , P� ' 1 � ,� � r ` 1` I ,r,,
w
7he I�I�r�r7ir�g ar7d Zoning Cai�7missian of the City af C7enton will hold a pubiic hearing on Wednesday,
Septem6acr 26, 2012, to cor7sider making a r�camm�;r7ciatior� ta Gity Council reg�rding the initial zoning
of approximatc,ly ?_5.03 acres of land to the Industri�l C;enter Gener{�I (fC-G) zor7ing ciistrict. � he suk�ject
praperty is located on the east side of Carbin f�oad, south ot Shc�lby Lar7e.
ihe puk�lic hearing will st�rt K�t 6:30 p.m. ir7 thc� City Cauncil Ch����bers of Ciky Nall lac�t4ci �t 215 �,
McKinney Street, aenton, 7exas. E3ecause you awn praperty witf7in two hundred (?_OCl) feet af the
subject p��operty, tMe Plan��hag and Zoning Commission wa��ld lii<e to he�r Piow you feel ��v��t tF�is
rc,>c����cst and i���viCes yc�u to �tter�cf tJ��e pul�fic he�arirrg. f'lease, in order for your opir7io�� to Yae taker7 i�7to
accc�unt, return this farm with yaur camments �,rior tc� tf7� date of the �aublic f7earing. (This ir� no way
/JI"OI71/�(tS J/OU frarn attending and partici�ating in thc pub(ic hearinc�.) You may fax it ta the numbe;r
loc�ted at thc baktam ar mail it ko the address below or dro� it off ir�-��erson:
!�'lt��rr.r.inr� �n� I��v�lopm�nt I�c�artrY�e�r�t
221 N. �Im Si
G7entan, Texas 76201
�,ttr7; Cindy Jacksc�n, f'rcrjeci M�n�ger
1"hese forms are used ts> calculate the perc�ntac�e of lat�dcrwr�ers 4f�a# su�apnrt and appose tt�e
request. The Commissian is infarn�ed of the ��ercent af res�onses ir� sup�ort �nci in oE��osition.
In favar af request
F'lea�e circle one:
'� ,.mNeutral ta request `;
Opposed to reqa�est
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Ph sio�al Adclress of f'ra ert within 200 foek: a�' � a r� r"�� s� _ ,
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Cl%ir C)� l.�Fl�1+i7/V, ��XAr'.s' CITY NALL WEST • DENTON, TEXAS 76201 • 94(1.349.8351 �(F) �J40.349.7707
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Exhibit 8
Site Photos
Exhibit 9
P&Z Meeting Minutes of September 26,2012
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Exhibit 10
Ordinance
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