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April 16, 2013 Agenda
AGENDA CITY OF DENTON CITY COUNCIL April 16, 2013 After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, April 16, 2013 at 3:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker 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 April 16, 2013. 3. Receive a funding recommendation report from the Community Development Advisory Committee (CDAC) and the Human Services Advisory Committee (HSAC). Hold a discussion and give staff direction regarding the proposed 2013 Action Plan for Housing and Community Development. 4. Receive a presentation, hold a discussion, and give staff direction regarding the implementation of a gas well air monitoring program. 5. Receive a report and provide direction regarding amending Subchapter 3 “Procedures” of the Denton Development Code by adding new Section 35.3.13 “Development Criteria Manual Procedure” establishing criteria for the amendment of Development Criteria Manuals and by amending Section 35.3.4.A adding a new action item that is required to follow the Zoning Amendment Procedure. Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. CLOSED MEETING 1.Closed Meeting: A.Deliberations regarding Real Property – Under Texas Government Code Section 551.072; Consultation with Attorneys – Under Texas Government Code Section 551.071. 1.Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests located in the David Hough Survey, Abstract Number 646 (located generally in the 3900 block of Quailcreek Road), within the City City of Denton City Council Agenda April 16, 2013 Page 2 of Denton, Texas. Consultation with the City’s attorney’s regarding legal issues associated with the acquisition or condemnation of the real property interests 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. (Mayhill Widening and Improvements project) 2.Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located (1) in the A.N.B. Tompkins Survey, Abstract Number 1246, Denton County, Texas (located generally in the 2100 block of South Bonnie Brae Street); (2) in the William Roark Survey, Abstract Number 1087, James L. Harris Survey, Abstract No. 555 and James Edmonson Survey, Abstract Number 400, Denton County, Texas (located generally in the 4500 block of South Bonnie Brae Street); and (3) in the William Roark Survey, Abstract Number 1087, Denton County, Texas (located generally in the 4600 block of South Bonnie Brae Street), all in the City of Denton, Denton County, Texas. Consultation with the City’s attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests 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. (Bonnie Brae Widening and Improvements project) B.Consultation with Attorneys – Under Texas Government Code Section 551.071. 1.Consult with the City’s attorneys regarding status of litigation styled Consumer Service Alliance of Texas, Inc. v. City of Denton, Cause No. rd District Court, Denton 2013-60479-393, currently pending in the 393 County, Texas. 2.Consult with the City’s attorneys regarding legal issues associated with a personal services contract with the law firm of Kelsey, Kelsey, & Hickey dated February 6, 2013 as it regards legal work to be performed for the City for property acquisition for electric utility projects and for representation in the litigation styled Roth et.al. v. City of Denton. 3.Consult with City’s attorneys regarding status and possible disposition of litigation styled Sutton, et al. v. City of Denton, Cause No. 2011-60760- rd 393, currently pending in the 393 District Court, Denton County, Texas. 4.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. City of Denton City Council Agenda April 16, 2013 Page 3 ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE ‘PUBLIC POWER EXCEPTION’). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV’T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: REGULAR MEETING 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag “Honor the Texas Flag – I pledge allegiance to thee, Texas, one state under God, one and indivisible.” 2. PROCLAMATIONS/PRESENTATIONS A.Proclamations/Awards 1. National Day of Prayer 2. Denton Redbud Festival Day 3. Presentation of Tree City USA Re-Certification 4. Jazz Appreciation Month and International Jazz Day 5. Exercise is Medicine Month 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 1) Tyler Carlton regarding an endorsement of marriage equality. 2) Kat Ralph regarding an endorsement of marriage equality. 4. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. City of Denton City Council Agenda April 16, 2013 Page 4 Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – V). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A – V 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 allowing Metzler’s Food & Beverage, Inc. to be the sole participant allowed to sell alcoholic beverages at the Cinco de Mayo Celebration on May 4, 2013, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. The Parks, Recreation and Beautification Board recommends approval (6-0). Staff recommends approval of the request. B.Consider the second of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH- 7 of approximately 143 acres (less those parcels identified in Exhibit “C”) located on the east and north sides of Teasley Lane, south of Teasley Harbor subdivision and west of Southlake Drive, and more specifically identified in Exhibit “A” attached hereto, which area is adjacent to and abuts the existing city limits of the City of Denton, Texas, and which contains areas of land which are to be annexed pursuant to the City’s 3-Year Annexation Plan; excluding properties within DH-7 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (Second of two readings). C.Consider the second of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH- 9 of approximately 298 acres (less those parcels identified in Exhibit “C”) located north of Pockrus Page Road, north, south and northeast of Edwards Road, and more specifically identified in Exhibit “A” attached hereto, which area is adjacent to and abuts the existing city limits of the City of Denton, Texas, and which contains areas of land which are to be annexed pursuant to the City’s 3-Year Annexation Plan; excluding properties within DH-9 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (Second of two readings). D.Consider the second of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH- 12 of approximately 1,154 acres (less those parcels identified in Exhibit “C”) located south of E. University Drive, east of N. Mayhill Road, north and south of Blagg Road, north and south of Mills Road, and east and west of S. Trinity Road, and more specifically identified in Exhibit “A” attached hereto, which area is adjacent to and abuts the existing city limits of the City of Denton, Texas, and which contains areas of land which are to be annexed pursuant to the City’s 3- City of Denton City Council Agenda April 16, 2013 Page 5 Year Annexation Plan; excluding properties within DH-12 subject to non- annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (Second of two readings). E.Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Cooperative Purchasing Program Participation Agreement with the City of Euless under Section 271.102 of the Local Government Code for the purchase of Street Slurry Seal Services; providing for the expenditure of funds therefor; and providing an effective date (File 4395–Interlocal Agreement for Street Slurry Seal Services with the City of Euless, contract awarded to Viking Construction, Inc. for a not-to-exceed amount of $375,000). F.Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Cooperative Purchasing Program Participation Agreement with Tarrant County under Section 271.102 of the Local Government Code for the purchase of seven (7) Chevrolet Tahoes for the City of Denton Police department; providing for the expenditure of funds therefor; and providing an effective date (File 5227– awarded to Caldwell Country Chevrolet in the amount of $190,806). G.Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Personal Services Agreement by and between the City of Denton, Texas and Eagle and Wheeler for personal services pertaining to the daily pick-up, metering, and delivery of the City of Denton’s residual mail to the United States Post Office; authorizing the expenditure of funds therefor; providing an effective date (File 4843 in an annual amount of $73,333 for a three year total not to exceed $220,000). H.Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of a joint Training Facility to be used by Denton area public safety entities; providing for the expenditure of funds therefor; and providing an effective date (RFP 5187–awarded to Schmoldt Construction, inc. in the amount of $1,401,517). I.Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the Reroofing of the portion of City Hall East that is to be used for the Denton Area Joint Training Facility; providing for the expenditure of funds therefor; and providing an effective date (RFP 5188–awarded to Castro Roofing of Texas, LP in the amount of $839,000). J.Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of substation electrical connectors, associated connector hardware and the purchase or lease of tooling, from DMC Power Inc., which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5167–Purchase of Substation Electrical Connectors. Hardware and Tooling in a three (3) year amount not to exceed $1,220,000). The Public Utilities Board recommends approval (7-0). City of Denton City Council Agenda April 16, 2013 Page 6 K.Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of substation protective relay and control panels for Denton Municipal Electric in a three (3) year amount not to exceed $1,430,000; providing for the expenditure of funds therefor; and providing an effective date (RFP 5159–awarded to Schweitzer Engineering Laboratories, Inc.). The Public Utilities Board recommends approval (7-0). L.Consider adoption of an ordinance authorizing the City Manager to execute a “Further Extension to Amendment No. 1” to the “Memorandum of Understanding – The Environment,” by and between the City of Denton, Texas and the University of North Texas which provides for the further extension of the terms of said agreement until September 30, 2016; providing for the expenditure of funds therefor; providing an effective date. M.Consider approval of a resolution re-appointing Timothy S. Fisher as the City’s representative to serve as a member of the Board of Directors of the Upper Trinity Regional Water District; and providing an effective date. The Public Utilities Board recommends approval (6-0). N.Consider adoption of an ordinance of the City of Denton, Texas, accepting four conveyances of Electric Transmission off-system facilities being interests in real property owned of record by Texas Municipal Power Agency, however, being held in trust for the benefit of the City of Bryan, the City of Denton, the City of Garland and the City of Greenville, Texas; which conveyances are evidenced by: (a) bill of sale, assignment of easements and quitclaim regarding certain interests in real property situated in Montague County, Texas; (b) bill of sale, assignment of easements and general warranty deed regarding certain interests in real property situated in Wise County, Texas; (c) bills of sale and assignment of easements regarding certain interests in real property situated in Brazos and Grimes Counties, Texas; wherein the said Texas Municipal Power Agency conveying said properties to the beneficial owners thereof, being its four member cities by the conveyances described hereinabove; further, an ordinance in turn authorizing the four conveyances of Electric Transmission off-system facilities from the City of Denton, Texas (as well as the other three Texas Municipal Power Agency member cities separately) being: (a) a bill of sale and assignment of easements and quitclaim to the Brazos Electric Power Cooperative, Inc. regarding certain interests in real property situated in Montague County, Texas; (b) a bill of sale, assignment of easements and deed without warranties to the Brazos Electric Power Cooperative, Inc. regarding certain interests in real property situated in Wise County, Texas; and (c) bills of sale and assignment of easements to the City of Bryan, Texas regarding certain interests in real property situated in Grimes and Brazos Counties, Texas; providing for an effective date. The Public Utilities Board recommends approval (6-0). O.Consider approval of the minutes of: March 4, 2013 March 5, 2013 March 19, 2013 City of Denton City Council Agenda April 16, 2013 Page 7 P. 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 Graham Associates Inc. for engineering services associated with the Sherman Drive, Holiday Park, and Longfellow Wastewater Collection System Improvements project; authorizing the expenditure of funds therefor; providing an effective date (File 5236–in the amount of $135,835). The Public Utilities Board recommends approval (6-0). Q. 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 Teague Nall and Perkins for engineering services associated with the Avenue A, Eagle Drive, Congress and Amarillo Wastewater Collection System project; authorizing the expenditure of funds therefor; providing an effective date (File 5237–in the amount of $158,560). The Public Utilities Board recommends approval (6-0). R. Consider approval of a resolution appointing members to the Board of Directors of the Industrial Development Authority Board; and providing for an effective date. S. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute a contract with the Denton Independent School District for the 2013 Summer Food Service Program; authorizing the expenditure of funds to administer the program; and providing an effective date. T. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to make an application with the Texas Auto Burglary and Theft Prevention Authority for a grant to form a task force to focus on auto theft and auto burglary and take all other actions necessary to obtain and implement the program; and providing for an effective date. U. Consider adoption of an ordinance abandoning and vacating an electric easement covering and encumbering a 0.094 acre tract, located in the Francis Batson Survey, Abstract No. 43, Denton County, Texas, granted to and accepted by the City of Denton on April 17, 2012, from RR Marketplace LP., a Delaware limited partnership, and recorded as Instrument No. 2012-39183, Real Property Records, Denton County, Texas; and declaring and effective date. (Rayzor Ranch – Panera Restaurant) V. Consider adoption of an ordinance of the City of Denton, Texas authorizing the Mayor to execute a First Amendment to Interlocal Cooperation Agreement (the “Amendment”), between the Denton County Transportation Authority (“DCTA”) and the City of Denton, Texas (“City”), as attached thereto and made a part thereof as Exhibit “A”, the Amendment amending that certain Interlocal Cooperation Agreement (“Interlocal Agreement”), by and between the City and DCTA, regarding the insurance requirements provided by the Interlocal Agreement, said Interlocal Agreement providing a license to DCTA to construct, operate and maintain bus shelters and related passenger amenities in city rights of way in locations more particularly described in the Interlocal Agreement: and providing for an effective date. City of Denton City Council Agenda April 16, 2013 Page 8 5. ITEMS FOR INDIVIDUAL CONSIDERATION A.Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $68,265,000 in principal amount of "City of Denton Certificates of Obligation, Series 2013" (including up to $13,600,000 for General Government activities, up to $7,895,000 for Solid Waste Fund activities, and up to $46,770,000 for Electric, Water and Wastewater Fund activities); authorizing the issuance of the Certificates; delegating the authority to certain City officials to execute certain documents relating to the sale of the Certificates; approving and authorizing instruments and procedures relating to said Certificates; and enacting other provisions relating to the subject. B.Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $19,000,000 in principal amount of "City of Denton General Obligation Refunding and Improvement Bonds, Series 2013"; authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; and enacting other provisions relating to the subject. C.Consider nominations/appointments to the City’s Boards & Commissions. Human Services Advisory Committee 1) Library Board 2) Public Art Committee 3) D.Consider approval of a resolution re-appointing a member to the Board of Directors of Texas Municipal Power Agency, a Joint Powers Agency representing the City of Denton, Texas; and declaring an effective date. 6.PUBLIC HEARINGS A.Hold a public hearing inviting citizens to comment on the City of Denton’s 2013 Action Plan for Housing and Community Development. 7. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 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 upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding City of Denton City Council Agenda April 16, 2013 Page 9 holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. 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 meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the ________day of ___________________, 2013 at ________o'clock (a.m.) (p.m.) __________________________________________ CITYSECRETARY NOTE: THECITYOFDENTONCITYCOUNCILCHAMBERSISACCESSIBLEIN ACCORDANCEWITHTHEAMERICANSWITHDISABILITIESACT.THECITYWILL PROVIDESIGNLANGUAGEINTERPRETERSFORTHEHEARINGIMPAIREDIF REQUESTEDATLEAST48HOURSINADVANCEOFTHESCHEDULEDMEETING. PLEASECALLTHECITYSECRETARY'SOFFICEAT349-8309ORUSE TELECOMMUNICATIONSDEVICESFORTHEDEAF(TDD)BYCALLING1-800-RELAY- TXSOTHATASIGNLANGUAGEINTERPRETERCANBESCHEDULEDTHROUGHTHE CITYSECRETARY’SOFFICE. WorkSession3 AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Planning and Development/Community Development ACM: John Cabrales SUBJECT Receive a funding recommendation report from the Community Development Advisory Committee (CDAC) and the Human Services Advisory Committee (HSAC). Hold a discussion and give staff direction regarding the proposed 2013 Action Plan for Housing and Community Development. BACKGROUND On an annual basis, the City of Denton prepares an Action Plan for submission to the US Department of Housing and Urban Development (HUD). The Action Plan application for Community Development Block Grant (CDBG) and Home Investment Partnerships (HOME) programs. Four years ago, using a process with input from citizens and local non-profit organizations, staff 2010 2014 Consolidated Plan for Housing and Community Development. The Consolidated Plan is a five-year strategy detailing proposed housing, social services and public works projects benefiting low and moderate-income households and neighborhoods. Annual action plans are developed based on the strategies outlined in the Consolidated Plan. The 2013 Action Plan represents the fourth year in -year strategy. Public hearings and meetings with neighborhood groups requesting citizen input regarding the use of CDBG and HOME funds were held in late November and early December 2012. Spanish translation was available at both public hearings. Public hearing outreach included the following: 1.Newsletter and flyers sent out to the Community Development mailing list which includes service organizations, churches, City departments and individual households; 2.Emails to neighborhood association representatives asking that they forward public hearing information to their members; 3.Emails to local social service agencies and members of the Denton County Homeless Coalition; 4.; 5.Newspaper advertisements. Agenda Information Sheet April 16, 2013 Page 2 Application availability was advertised from November through December. Staff held application workshops in December and January. The CDAC and HSAC reviewed applications and held funding hearings in February and March. Each committee developed a set of funding recommendations to present to City Council. Staff has developed the 2013 Action Plan based on these recommendations. Administration activities are also included in the Action Plan. Please refer to the 2013 Action Plan for additional information and minutes of the CDAC and HSAC meetings. OPTIONS Direct staff to go forward with the draft 2013 Action Plan, including the proposed CDAC and HSAC recommendations. Provide input regarding funding priorities and request that CDAC, HSAC or both committees review and possibly revise recommendations. Direct staff to make specific revisions to the 2013 Action Plan. ESTIMATED PROJECT SCHEDULE Public comment period April 1 through April 30, 2013 Public Hearing April 16, 2013 CDAC & HSAC presentation to City Council April 16, 2013 Action Plan approval May 7, 2013 Submission of Action Plan to HUD June 15, 2013 HUD release of funds & program initiation August 1, 2013 PRIOR ACTION/REVIEW (Councils, Boards, Commissions) The CDAC reviewed requests for housing, non-profit facility and infrastructure improvements. CDAC recommended $1,025,134 in CDBG and, HOMEfunding be allocated to various projects and programs. The HSAC reviewed requests for social services program funding. HSAC developed recommendations for use of both CDBG funds and City general fund dollars. Though the list of does not general fund recommendations is included in the Action Plan, the approval of the Plan include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle. HSAC recommended awards of $127,119 in CDBG funding to various social service programs. Agenda Information Sheet April 16, 2013 Page 3 CAL INFORMATION All projects and programs approved under the 2013 Action Plan are funded through CDBG, HOME and program income from the use of these funds. No general fund dollars are included in the proposed Action Plan activities. General funds are budgeted for a portion of the program administration costs. EXHIBITS 1.CDAC Funding Recommendations Chart 2.HSAC Funding Recommendation Chart 3.Draft 2013 Action Plan for Housing and Community Development Respectfully submitted: Brian Lockley Director of Planning & Development Prepared by: Barbara Ross Community Development Administrator Exhibit1 CDACFundingRecommendationsChart March 11, 2013 COMMUNITY DEVELOPMENT ADVISORY COMMITTEE FUNDING RECOMMENDATIONS FOR CDBG AND HOME FUNDS 2013/14 PROGRAM YEAR RECOMMENDATIONS 2013/14UN- FUNDINGCDBGHOMETOTALFUNDED 2012/13 APPLICATIONSREQUESTFUNDSFUNDSFUNDSBALANCE $92,000$92,000 Baldwin Water - Priority 1 Baldwin Sewer - Priority 1$97,000$97,000 1 $51,500$51,500 Ramey Water - Priority 2 Ramey Sewer - Priority 2$63,000$63,000 2$100,000$100,000$100,000$0 DAHC AHOP Kerley Water Phase 2 - Priority 3$169,000$169,000 3 $79,000$79,000 Duncan & Kerley Sewer Phase 2 - Priority 3 Kerely Water Phase 1 - Priority 4$105,000$105,000 4$96,180$17,250$17,250$78,930 Fairoaks Facility Improvements 5Fred Moore Day Nursery School Improvements$286,400$268,400$268,400$18,000 6$150,000$150,000$150,000$0 Homebuyer Assistance Program* 7Home Improvement Program*$496,485$77,436$257,345$334,781$161,704 8$110,000$110,000 Mack Park Playground Replacement 9Minor Repair Program$86,129$86,129$86,129$0 10$25,000$25,000$25,000$0 Serve Denton/Wheeler Center Playground TOTAL FUNDING RECOMMENDED $2,006,694$624,215$357,345$981,560$1,025,134 TOTAL FUNDING AVAILABLE $624,215$357,345$981,560 UNPROGRAMMED FUNDS $0$0$0 Shaded requests are HOME eligible activities Notes: Homebuyer Assistance Program: A minimum of $68,646 is needed fr Home Improvement Program: A minimum of $82,791 is needed from CD Exhibit2 HSACFundingRecommendationChart 2013-14 Human Services Advisory Committee Recommendations for Funding 2013-14 2012-13 Funding Recommendation Funding ORGANIZATIONRequest Award General FundsCDBG Funds Camp Summit 1$2,000$20,000$2,000 Court Appointed Special Advocates (CASA) 2$10,000$15,000$15,000 City of Denton - Parks and Recreation 3$15,000$41,726$20,000 Communities in Schools 4$8,000$15,000$10,000 Denton Christian Preschool 5$22,500$28,026$25,000 Denton City County Day School 6$31,520$35,000$32,000 Denton Community Health Clinic 7NEW$50,000$7,500 Denton County Friends of the Family 8$25,000$30,000$25,000 Fairoaks of Denton, Inc. 9NEW$25,077$0 Family Health Care, Inc. 10$19,000$19,000$17,000 Fred Moore Nursery School, Inc. 11$35,000$50,000$40,000 Giving Hope - Transitional Housing 12$24,000$37,000$25,500 Giving Hope - HMIS 13$18,000$18,000$18,000 Health Services of North Texas 14$26,519$57,500$27,000 PediPlace 15$4,480$15,000$2,500 Retired Senior Volunteer Program 16$10,000$10,500$10,500 Salvation Army of Denton 17$20,000$20,000$20,000 Special Programs for Aging Needs 18$21,000$25,000$13,881$6,119 Day Stay $5,100$0 Total $297,119$511,829$189,881$127,119 Did Not Request FundsFunding2012/132013/14 General Fund $170,000189,881 CDBG Funds$127,119127,119 Total$297,119317,000 v: 03/22/13 Exhibit3 ActionPlanforHousingandCommunityDevelopment Community Development Division 601 E. Hickory, Suite B Denton, Texas 76205 DRAFT DRAFT ActionPlanforHousingand ActionPlanforHousingand CommunityDevelopment CommunityDevelopment 2013ProgramYear 2013ProgramYear (August1,2013–July31,2014) (August1,2013–July31,2014) HousingPark Facilities Public ImprovementsHumanServices Prepared for the U.S. Department of Housing and Urban Development. Presented to Denton City Council on April 16, 2013. City Council proposed approvedon May 7, 2013. www.cityofdenton.com ADA/EOE/ADEA TABLE OF CONTENTS A.Executive Summary of Action Plan 1.Introduction........................................................................................................................1 2.Funding Summary..............................................................................................................2 3.Proposed Resource Table...................................................................................................3 4.Local Match.......................................................................................................................4 5.Citizen Participation..........................................................................................................4 6.Amendments......................................................................................................................5 7.Evaluation of Past Performance.........................................................................................5 B.Projects/Activities 1.Summary............................................................................................................................7 2.CDBG and HOME Proposed Projects...............................................................................8 3.Other Resources Available..............................................................................................15 C.CP Strategies and Proposed Projects 1.Housing Strategies...........................................................................................................16 2.Continuum of Care Strategies..........................................................................................17 3.Lead-Based Paint Strategies............................................................................................19 4.Human Services Strategies..............................................................................................19 5.Infrastructure &Public Facilities Strategies....................................................................20 6.Demolition Strategies......................................................................................................21 7.Anti-Poverty & Economic Development Strategies........................................................21 8.Barriers to Affordable Housing.......................................................................................21 D.Proposed Project Map..........................................................................................................23 E.Other Program Requirements 1.HOME –Recapture Policy..............................................................................................24 2.Monitoring Standards and Procedures ............................................................................29 3.Public Housing Improvements.........................................................................................29 4.PublicHousing Resident Initiatives.................................................................................29 5.Institutional Structure......................................................................................................30 6.Chronic Homelessness.....................................................................................................31 7.HOME –Minority Outreach Program.............................................................................32 8.HOME –AffirmativelyMarketing..................................................................................32 F.Community Development Minutes 1.Minutes from Public Hearings.........................................................................................36 2.30-day Comment Period..................................................................................................37 3.Community Development Advisory Committee Minutes...............................................38 4.Human Services Advisory Committee Minutes..............................................................52 G.Appendix 1.SF 424 Application for CDBG Grant..............................................................................72 2.SF 424 Application for HOME Grant..............................................................................73 3.Certifications for CDBGand HOME..............................................................................74 4.Table: Annual Housing Completion Goals.....................................................................83 1 Page EXECUTIVE SUMMARY INTRODUCTION This document serves as the City of Denton's 2013Action Plan for the Community Development Block Grant (CDBG) and HOME Investment Partnership (HOME) Programs. In accordance with 24 CFR Part 91.220 of Title I of the Housing and Community Development Act of 1974, as amended, the City of Denton is required to submit a One-Year Action Plan to the U.S. Department of Housing and Urban Development. The plan outlines the specific projects and services that will be funded during the 2011 program yearto address Denton's strategies stated in 2010-2014Consolidated Plan for Housing and Community Development the . The following five-year strategies were identified in 2010year and are reaffirmed this year: Housing Strategies: Assistance to Renters, Owners, and Homebuyers and the Production of Affordable Units; Continuum of Care Strategies: Prevention Homelessness, Outreach and Assessment, Emergency Shelter, Transitional Housing and Transition to Permanent Housing and Independent Living; Lead-Based Paint Strategies: Education and Reduction of Lead-Based Paint Hazardous to Owners and Homebuyers; Human Services Strategies: Improve availability and accessibility of basic food, emergency shelter, transitional housing, services promoting strong, supportive relationships for families, and basic health care and mental health services. Infrastructure Improvement Strategies: Improvements to Streets, Sidewalks and Water/Sewer lines, Drainage Improvements, Rehabilitation and Expansion of Public Facilities, Park Improvements and Demolition of Substandard Structures; Anti-Poverty & Economic Development Strategy:Support Training and Employment Activities, Expand Education Opportunities, Support of Section 3 goals, and Support of Start-up and expansion industry. 1 Page FUNDING SUMMARY The City of Denton is currently an entitlement city for the Community Development Block Grant (CDBG) and a participating jurisdiction for the HOME Investment Partnership (HOME) Programs. SF-424 applications for CDBGand HOME are available in the appendix page 71and 72.The table below shows the final federal funding available from the U.S. Department of HUD for the 2013/14program year. The table below also indicates the amount of CDBG and HOME funds that will benefit low and moderate income persons. 2013/14FUNDING SUMMARY CDBG HOME TOTAL HUD GRANTS FundsFundsFunds ANNUALESTIMATEDHUD GRANT ALLOCATION$847,464$327,218$1,174,682 ESTIMATED PROGRAM INCOME$10,000$65,000$75,000 CDBG REALLOCATED FUNDS 2011Clifton Sewer Replacement Project$46,634 2010 Mack Park Shelter Project$6,504 $65,362$4,348$69,710 2010 Ruth St. Sewer Replacement Project$12,224 HOME REALLOCATED FUNDS 2012 Tenant Based Rental Assistance$4,348 TOTAL FUNDS AVAILABLE$922,826$396,566$1,319,392 The City of Denton and subrecipients also receivesmany other federal, state, local and private funds during the 2013/14Program Yearto address priority needs and specific objectives identified in the City of Denton Consolidated Plan. A total of$25,393,871inadditional resources are proposed for the 2013/14 program year. A list of resources available to the City of Denton can be found on the next page and includes local, state and federal resources. 2 Page LOCAL MATCH The HOME program requires a participating jurisdiction to provide a 25% match of the federal HOME funds. The City of Denton's local match for the HOME program is $69,534.25 for the 2013/14 program year.The 25% match of federal HOME grant excludes administrative allowances of 10%, program incomeand CHDO operating expenses. The City of Denton will provide the match from a variety of sources including the following: 1.Residual balance of Match from 2012/13program year. 2.FHLB funds provide to Denton Affordable Housing Corporation for eligible HOME projects. 3.Denton County Housing Finance Corporation funds provides to Denton Affordable Housing Corporation for eligible HOME projects. CITIZEN PARTICIPATION To ensure citizenparticipation in the 2013Action Plan process including the substantial amendment to the 2010-14 Consolidated Plan and 2013Action Plan for Housing and Community Development,the city followed its Citizen Participation Planat all stages of the plan and amendment. Public hearings were held November 29 and December 3, 2012.Spanish translations were provided at both public hearings. The public hearings updated citizens on the status of current programs and activities and asked the citizens how they feltthe 2013funds should be spent. Both of the public hearings were held within a low and moderate-income neighborhood. See page 36 for minutes of both public hearings.Information on the public hearings was included in the Community Development Quarterly Newsletter.The Community Development Quarterly Newsletter is was mailed or e-mailed to neighborhood associations; recreation centers and libraries; service agencies and beneficiaries; city council, Human Services Committee (HSC) and Community DevelopmentAdvisory Committee (CDAC) members; churches; applicants; contractors; participating lenders; Realtors; employees; citizens who attended previous public hearings; and interested citizens.The newsletter which is in Spanish and English is available for pickup or viewing at all recreation centers, libraries, and the City of Denton’s website. A notice was also placed in the Denton Record-Chronicle. After the Action Plan was drafted, advertisements were placed in the Denton Record-Chronicle summarizing the plan and announcing to the public where the Action Plan would be available for review, and the process for submitting comments to the City of Denton.The draft Action Plan was available at the Community Development Department and on the City of Denton’s web page. The advertisements also included information on the upcoming public hearing. All comments received from the public were addressed before submitting the plan to the U.S. Department of Housing and Urban Development. Comments received duringthe 30-day comment periodwill be included in the Action Planon page 37. To ensure citizen participation at all stages of the 2013Action Plan process,a public hearing will be scheduled on April 16, 2013during a City Council Meeting to give citizens the opportunity to comment on the 2013proposed projects and activities. See page 36for minutes of the public hearing. 4 Page AMENDMENTS The City of Denton is amending the 2010 and 2011 Action Plan to reallocate $65,362in CDBG funds and $4,348in HOME funds to a new activityin 2013/14program year. The City of Denton is amending the following Action Plans: The 2012Action Plan is being amended to reallocate $4,348in HOME residual funds that become available from the close-out of the 2012 Tenant Based Rental Assistance Program. The residual funds will be allocated to a new 2013activity. The 2010 Action Plan is being amended to reallocate $6,504in CDBG residual funds that become available from the completion ofthe 2010 Mack Park Shelter Project.The residual funds will be allocated to a new 2013activity. The 2010 Action Plan is being amended to reallocate $12,224in CDBG residual funds that became available from the completion of the 2010 Ruth St. Sewer Replacement Project. The residual funds will be allocated to a new 2013activity. The 2011 Action Plan is being amended to reallocate $46,634 in CDBG residual funds that became available from the completion of the 2011 Clifton Sewer Replacement Project.The residual funds will be allocated to a new 2013 activity. The City of Denton is also amending the 2010-14 Consolidated Plan and the 2012 Action Plan for Housingand Community Development. The City of Denton and Denton Affordable Housing Corporation’s Recapture Policies will be revised to ensure that the policies meet the HOME regulations. EVALUATION OF PAST PERFORMANCE Denton’s Community Development Division has completed the second year of the City’s 2010- 2014 Consolidated Plan. Below is a discussion of program year achievements as related to the goals and objectives stated in the Consolidated Plan. Also included, are some comments regarding potential changes in program/project delivery that could improve services to the low and moderate-income community. As in the past, housing is the primary focus of the City’s Community Development programs. Major housing programs include the City-managed Home Improvement Program (HIP), Homebuyer Assistance Program (HAP) and Minor Repair Program (MRP). The Denton Affordable Housing Corporation, a certified Community Housing Development Organization, also manages a rental housing program. Again this year, the Homebuyer Assistance Program has seen an increase in the number of households seeking homebuyer assistance. This program serves renters that currently live in Denton. Also, it is important to note that those participating in the City’s HAP have not lost their homesdue to foreclosure. Staff has developed an approval system designed to ensure that, except in the cases where a job may be lost, that the homebuyer(s) can continue to afford the unit. The Home Improvement Program (HIP) assisted five households (three rehabilitations and two reconstructions) and currently has two reconstructions and one rehabilitation project underway. This puts the City on track to meet the five year goal of serving 20 to 35 households. If funding continues to be available, this goal should be met. There is currently a waiting list of 21 homeowners requesting assistance under the HIP. Educational support on homeownership, including home maintenance and “saving for repairs” continues to be an integral part of the City’s housing programs. 5 Page The Denton County Homeless Coalition (DCHC) continues to be a very active county-wide organization supporting collaborative efforts between the various government and non-profit organizations to prevent homelessness and assist those individuals and families that are currently homeless. The cities of Denton, Lewisville and Flower Mound provide staff support for the DCHC. This year the DCHC has made a decision to become a participant in the “Balance of State” organization supported by the Texas Homeless Network. It is expected that this change will provide additional funds for the Denton County Homeless Management Information System (DCHMIS) and the various agencies providing homeless and homeless prevention services. During the 2011-12 program year,local service organizations used Emergency Solutions Grant (ESG), Supportive Housing Program (SHP) and Homeless Prevention and Rapid Re-Housing (HPRP) funding to provide much needed services. Public (social) service activities continue to receive strong support from the City through awards of both Community Development Block Grant (CDBG) and general fund dollars. The 2012-13budget will include an additional $70,000 in City of Denton general funds to support local service agencies, including those providing homeless and homeless prevention assistance. DAHC’s rental housing program is set up to renovate existing rental housing that is then made available to low and moderate-income households at a low rental rate. Over the past year, with HOME funding,DAHC has rehabilitated 11 rental units. Renovation of the Singing Oaks Apartments, a State of Texas tax credit project, has begun and should be completed by January 2013. No local funds are included in the Singing Oaks project. Progress has been made on public facility improvement projects. Denton has completed three parks and recreation projects, and a major sewer project. Two additional sewer projects are well underway and should be completed within a month. Facility improvements to a day care serving low-income families should also be complete within a month. Completion of these projects will help the City continue to meet the timeliness test for the CDBG program. The Section 3 strategy continues to focus on certification of contractors as “Section 3 Compliant.” During the past year, six contractors working on CDBG and HOME-funded projects were certified as Section 3 contractors. These contractors completed work on housing, public facilities and non-profit projects. These contractors continue to maintain a staff of low/mod residents from the local area. Though contracting firms do not generally hire new employees for these projects, they are able to continue to maintain their workforce due to the projects funded through CDBG-supported programs. Staff will attempt to continue certifying contractors as “Section 3 Compliant.” 6 Page 2013PROJECTS/ACTIVITIES SUMMARY The City of Denton's estimated total federal and program income funding for 2013is $1,319,392 (includes $69,710of Reprogrammed Funds). Program funds have been allocated to an array of projects and activities to benefit low and moderate-income households. A total of 82.8%of all CDBG and HOME funds has been allocated to low and moderate income activities not including administration and CHDO operating activities. Each project is described in detail from pages 8to 14 and is arranged by alphabetically order. See the following list of CDBGandHOME proposed projects and activities for their assigned page number: CDBG FundsHOME Funds National Reallocated 2013Reallocated 2013 IndexProject NameObjectiveFundsFundsFundsFunds 8City of Denton Kids CampLMC$20,000 8Community Development AdministrationN/A$171,492$39,221 9Denton Affordable Housing Corp.LMH$100,000 9Denton City County Day SchoolLMC$32,000 10Denton County Friends of the FamilyLMC$25,000 10Fairoaks Facility ImprovementsLMC$17,250 11Family Health Care, Inc.LMC$17,000 11Fred Moore Day Nursery ImprovementsLMC$268,400 12Health Services of North TexasLMC$27,000 12Home Improvement ProgramLMH$77,436$4,348$252,997 13Homebuyer Assistance ProgramLMH$65,362$84,638 13Minor Repair ProgramLMH$86,129 14Serve Denton/Wheeler Center PlaygroundLMC$25,000 14Special Programs for Aging NeedsLMC$6,119 Total Funding Allocated to Projects$65,362$857,464$4,348$392,218 Funding Available$65,362$857,464$4,348$392,218 Balance of Funds$0$0$0$0 Totalfor Low and Moderate Activities$65,362$837,4644,348375,858 Percentage of Low/Moderate Income Activities100%80%100%86% 7 Page PROJECT DESCRIPTIONS The following are descriptions of projects and activities that will be funded during the 2013program year with CDBG and HOME funds: CITY OF DENTON KIDS SUMMER CAMP Provision of full time summer camp to low and moderate income children ages 5-11in Denton. The summer camp will take place at the Denia Recreation Center. Funds will be usedfor personnel salaries and camp related costs. Program will be carried out by the City’s Parks and Recreation Department. HUD Matrix Code:05L Child Care Services 570.201(e) Objectives: Suitable Living Environment Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Decent Housing Priority Need:Public Services Creating Economic Opportunities Improve the services for low/moderate income Specific Objective: persons. Outcomes: Specific Outcomes Number of persons assisted with improved access to Availability/Accessibility Indicators:a service 56children Affordability Sustainability Project Goals:56 children Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient: Local GovernmentCDBG$20,000 Location: 1001 Parvin, Denton TexasHOME Start Date 06/01/14Other Sources Completion Date08/31/14 Total$15,000 COMMUNITY DEVELOPMENT ADMINSTRATION CDBG and HOME funds will be used for program management, coordination, monitoring and evaluation associated with carrying out eligible activities. Funds will also be utilized to continue City’s efforts in fair housing. The program will be carried out by the City’s Community Development Department.Funding includes $2,000in proposed CDBG program incomeand $4,500 in HOME Program Income. 21A General Program Administration 570.206 Objectives: 21H HOME Admin/Planning Costs of PJ (subject to HUD Matrix Code: Suitable Living Environment 10%) 92.207 (a) Decent Housing Eligibility:570.208(a)(2) Low/Mod Limited Clientele Creating Economic Priority Need:Planning & Administration Opportunities Specific Objective:N/A Outcomes: Availability/Accessibility Specific Outcomes:N/A Affordability Project Goals:N/A Sustainability Primary Purpose:HomelessHIV/AIDS Disabled Funding: Subrecipient:Local Government CDBG$171,492 Location:Community Wide HOME$39,221 Start Date08/01/13 Other Sources$235,000 Completion Date07/31/14 $445,713 Total 8 Page DENTON AFFORDABLE HOUSING CORP–AHOP PROGRAM Acquisition, renovation and resale of single-family homes to income qualified first time homebuyer. Up to $10,000 available for down payment and closing costs assistance. Funds will be utilized for the actual cost of acquisition, rehabilitation costs, costs to sale and down payment assistance. This project also consists of $16,360for operating expenses(maximum 5% of HOME grant) and $83,640 in CHDO Set-aside (minimum15% of HOME Grant).Program will be carried out by the Denton Affordable Housing Corporation a certified Community Housing Development Organization (CHDO). HUD Matrix 14G Acquisition for Rehabilitation 92.205 (a)Objectives: Code: Suitable Living Environment Eligibility:N/A Decent Housing Creating Economic Priority Need:Housing Opportunities Specific Objective:Increase the availability of affordable owner housing. Outcomes: Specific Outcomes Number of affordable units -3 Availability/Accessibility Indicators:Numbers brought to standard condition -3 Affordability Sustainability Project Goals:3 housing units Primary Purpose:HomelessHIV/AIDS Disabled Funding: Subrecipient:CHDO 92.2 CDBG0 Location: Community WideHOME$100,000 Start Date 10/01/2013Other Sources$220,000 Completion Date09/30/2014 Total$320,000 DENTON CITY COUNTY DAY SCHOOL Provision of childcare services for low income children between the ages of 2 years and 5 years. Funds will be utilized to pay for teacher’s salaries. The school provides affordable day care on a sliding scale. Project will be carried out by the City’s Community Development Department and Denton City County Day School. HUD Matrix Code:05L Child Care Services 570.201(e) Objectives: Suitable Living Environment Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Decent Housing Priority Need:Public Services Creating Economic Opportunities Improve the services for low/moderate income Specific Objective: persons. Outcomes: Specific Outcomes Number of persons assisted with improved access to Availability/Accessibility Indicators:a service -122children Affordability Sustainability Project Goals:122 children Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private 570.500(c) CDBG$32,000 Location: 1603 Paisley Street, Denton Texas 76209HOME Start Date 10/01/13Other Sources$547,816 Completion Date09/30/14 Total$579,816 9 Page DENTON COUNTY FRIENDS OF THE FAMILY Provision of counseling services, crisis assistance and emergency shelter for family members impacted by domestic violence and/or sexual assault. Funds will be utilized to paya percentage of the salary for shelter staff. Program will be carried out by the Denton County Friends of the Family. HUD Matrix Code:05G Battered and Abused Spouses 570.201(e) Objectives: Suitable Living Environment Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Decent Housing Priority Need:Homeless Creating Economic Opportunities Specific Objective:Provide emergency services for homeless persons. Outcomes: Specific Outcomes Number of persons assisted with improved access to Availability/Accessibility Indicators:a service –5440persons Affordability Sustainability Project Goals:5440 persons Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private 570.500(c) $25,000 CDBG Location: Confidential HOME Start Date 10/01/2013Other Sources$1,803,600 Completion Date09/30/2014 $1,828,600 Total FAIROAKSFACILITY IMPROVEMENTS Project consists ofmaking need improvements at the senior facility. The improvements include replacing the water heater and electrical improvements. The senior facility, Fairoaks of Denton, Inc., provides affordable housing to low income seniors. The project will be carried out by Fairoaks of Denton, Inc. and the Community Development Division. Objectives: HUD Matrix Code:03A Senior Centers 570.201 (c) Suitable Living Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Environment Priority Need:Public Facilities Decent Housing Creating Economic Opportunities Specific Objective:Improve the quality of affordable rental housing. Outcomes: Specific Outcomes Number of persons assisted with new access to a Availability/Accessibility Indicators:facility -32 persons Affordability Sustainability Project Goals:32 persons Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private 570.500(c) CDBG$17,250 Location: 1950 Lattimore Street, Denton Texas HOME0 Start Date 08/01/2013Other Sources0 Completion Date07/31/2014 Total$17,250 10 Page FAMILY HEALTH CARE Provision of a prenatal clinic aiding women who are without private insurance or Medicaid. Funds will be used to procure services for non-Medicaid eligible, low-income pregnant women. Program will be carried out by Family Health Care, Inc. Objectives: HUD Matrix Code:05M Health Services 570.201 (e) Suitable Living Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Environment Priority Need:Public Services Decent Housing Creating Economic Improve the services for low/moderate income Opportunities Specific Objective: persons. Outcomes: Specific Outcomes Number of persons assisted with improved access to Availability/Accessibility Indicators:a service –65persons Affordability Sustainability Project Goals:65People Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private 570.500(c) CDBG$17,000 Location: 3537 South I-35E, Suite 210,Denton 76210 HOME Start Date 10/01/2013Other Sources$454,057 Completion Date09/30/2014 Total$471,057 FRED MOORE DAY NURSERY PROJECT Project consists of construction of a 2,800 square foot building addition that will provide an indoor play area, restroom and storage area. The project also will include purchase and installation of outdoor playground equipment. The day care provides services to low and moderate-income families. The project will be carried out by Fred Moore Day Nursery School and the Community Development Division. Objectives: HUD Matrix Code:03M Child Care Centers 570.201 (C) Suitable Living Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Environment Priority Need:Public FacilitiesDecent Housing Creating Economic Improve services for low and moderate-income Opportunities Specific Objective: persons. Outcomes: Specific Outcomes Number of persons assisted with access to improved Availability/Accessibility Indicators:facility –100children Affordability Sustainability Project Goals:100children Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private 570.500(c) CDBG$268,400 Location: 821 Cross Timber Street, Denton, 76205HOME0 Start Date 09/01/12Other Sources0 Completion Date05/31/13 Total$286,759 11 Page HEALTHSERVICES OF NORTH TEXAS Provision of food and medical care to individuals and families impacted by AIDS/HIV and medical assistance to underserved, low-income, and uninsured residents of the city of Dentonthrough the Denton Medical Center. Funds will be used to expand the Pharmaceutical Assistance Program and to buy food, and hygiene products for non-HIV related infections and chronic diseases. Program will be carried out by Health Services of North Texas. Objectives: HUD Matrix Code:05 Public Services (General) 570.201(e) Suitable Living Environment Eligibility:570.208(a)(2) Low/Mod Limited Clientele Decent Housing Priority Need:Non-Homeless Special Needs Creating Economic Opportunities Improve the services for low/moderate income Specific Objective: persons. Outcomes: Number of persons assisted with improved access to Availability/Accessibility Specific Outcomes: a service –1142persons Affordability Sustainability Project Goals:1142People Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private570.500(c) CDBG$27,000 Location:4210 Mesa Drive, Denton Texas 76207 HOME Start Date10/1/2013 Other Sources$1,426,700 Completion Date9/30/2014 Total$1,453,700 HOME IMPROVEMENT PROGRAM Rehabilitation of owner-occupied structures in targeted neighborhoods. Funds are available in low interest loan and grant combinations. Homes that are not suitable for rehabilitation are demolished and reconstructed. Funding also includes estimated program income for HOME ($58,500) and CDBG ($8,000). Program will be carried out by the City’s Community Development Division. HUD Matrix Code:14A Rehab; Single-Unit Residential 570.202 Objectives: Suitable Living Environment Eligibility:570.208(a)(3) –Low/Mod Housing Decent Housing Creating Economic Priority Need:Owner-occupied Housing Opportunities Specific Objective:Improve the quality of owner-occupied housing. Outcomes: Specific Outcomes Number of units brought from substandard to Availability/Accessibility Indicators:standard condition –6housing units Affordability Sustainability Project Goals:6housing units Primary Purpose:HomelessHIV/AIDS Disabled Funding: Subrecipient:Local Government CDBG$77,436 Location: Community WideHOME$257,345 Start Date 08/01/2013Other Sources Completion Date 07/31/2014Total$334,781 12 Page HOMEBUYER ASSISTANCE PROGRAM The Homebuyer Assistance Program is designed to provide homeownership opportunities for low and moderate-income families who live in Denton. A maximum of $14,900 is available in the form of a forgivable loan to provide down payment, closing costs and gap assistance in the form of a forgivable loan for five years. Funds will be used for down payment, closing costs, prepaids, program related costs and program required repairs. Up to $5,000 is available per first-time homebuyers for repairs and is in the form of a grant. It is anticipated that 12 of the first time homebuyers will be minority households. Program carried out by the City’s Community Development Division. HUD Matrix Code:13 Direct Homeownership Assistance 570.202 Objectives: Suitable Living Environment Eligibility:570.208(a)(3) –Low/Mod Housing Decent Housing Creating Economic Priority Need:Owner-occupied Housing Opportunities Specific Objective:Increase availability of affordable owner housing. Outcomes: Number of first-time homebuyers -15 households Specific Outcomes Availability/Accessibility Number receiving down-payment assistance/closing Indicators: Affordability costs -15 households Sustainability Project Goals:15 households Primary Purpose:HomelessHIV/AIDS Disabled Funding: Subrecipient:Local Government CDBG$150,000 Location: Community WideHOME$ Start Date 8/1/10Other Sources0 Completion Date 7/31/11Total$150,000 MINOR REPAIR PROGRAM Program serves low-income homeowners by providing a grant of up to $5,000 for repairs. Repair cannot be covered by homeowner’s insurance. Program carried out by the City’s Community Development Division. HUD Matrix Code:14A Rehab; Single-Unit Residential 570.202 Objectives: Suitable Living Environment Eligibility:570.208(a)(3) –Low/Mod Housing Decent Housing Creating Economic Priority Need:Owner-occupied Housing Opportunities Specific Objective:Improve the quality of owner housing. Outcomes: Specific Outcomes Number of units occupied by elderly -28 Availability/Accessibility Indicators:Number of units made accessible -5 Affordability Sustainability Project Goals:28housing units Primary Purpose:HomelessHIV/AIDS Disabled Funding: Subrecipient: Local GovernmentCDBG$86,129 Location: Community WideHOME Start Date 08/01/2013Other Sources 13 Page Completion Date 7/31/2014Total$148,000 SERVE DENTON / WHEELER CENTER PLAYGROUND Project consists of installing a safe and durable outdoor center for previously homeless children to play, exercise. The facility provides short-term transitional housing for homeless families to transition out of homelessness. The project will be carried out by Serve Denton and the Community Development Division. Objectives: HUD Matrix Code:03C Homeless Facilities Suitable Living Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Environment Priority Need:Public Facilities Decent Housing Creating Economic Opportunities Specific Objective: Provide transitional housing Outcomes: Specific Outcomes Number of persons assisted with new access to a Availability/Accessibility Indicators:facility -240 persons Affordability Sustainability Project Goals:240 persons Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private 570.500(c) CDBG$25,000 Location: 821 N. Elm Street, Denton Texas HOME0 Start Date 08/01/2013Other Sources0 Completion Date07/31/2014 Total$25,000 SPAN, INC. (SERVICES PROGRAMS FOR AGING NEEDS) Provision of congregate and home-delivered meals to the elderly. Funds will be used to buy meals. SPAN provides meals, primarily to elderly Denton residents or to persons sixty years or older. Home meals are specificallyprovided to home-bound persons. Congregate meals are provided at two local senior centers. Of the meals provided by SPAN, Inc., 16%are congregate meals and 84%are home-delivered meals.Program will be carried out by SPAN. Objectives: HUD Matrix Code:05A Senior Services 570.201(e) Suitable Living Eligibility:570.208(a)(2) –Low/Mod Limited Clientele Environment Priority Need:Non-housing special needs Decent Housing Creating Economic Opportunities Specific Objective:Improve the services for low/moderate income persons. Outcomes: Specific Outcomes Number of persons assisted with improved access to a Availability/Accessibility Indicators:service –343persons Affordability Sustainability Project Goals:343people Primary Purpose:HomelessHIV/AIDSDisabled Funding: Subrecipient:Private 570.500(c)CDBG$6,119 Location:1800 Malone Street, Denton, Texas 76201HOME Start Date 10/01/2013Other Sources$657,164 14 Page Completion Date09/30/2014Total$663,283 15 Page OTHER RESOURCES AVAILABLE GENERAL FUNDS Also, during the 2013program year, the City of Denton plans to undertake additional activities/programs to address local objectives and strategies using City of Denton General Fund dollars. The Human Services Advisory Committee has recommended funding the following human services programs. It is recommended that these activities be funded through Denton's general fund budget. City Council will consider approval of the following recommendations in September 2013. General OtherTotal Category / Agency FundsFundsFunds Aging Services RSVP –490people$10,500$193,420$203,920 Special Programs for Aging Needs (SPAN) – 343 people$13,881$648,283$668,283 Emergency Services Giving Hope -HMIS –N/A$18,000$68,533$86,533 Giving Hope –Transitional Housing–140 people$25,500$150,415$175,915 Salvation Army of Denton –1675 people$20,000$244,916$264,916 Day Care /After School Care Denton Christian Preschool –96 children$25,000$415,526$440,526 Fred Moore Day Nursery –100children$40,000$778,625$818,625 Child/Family Services CASA of Denton County, Inc. –210people$15,000$745,182$760,182 Communities in School –340people$10,000$167,369$177,369 Other Services Camp Summit –40people$2,000$1,550,782$1,552,782 Denton Community Health Clinic –1000 people$7,500$428,000$435,500 PediPlace –330 people$2,500$2,154,468$2,156,968 Total 16 Page STRATEGIES & PROPOSED PROJECTS The City of Denton's 2013funding has been allocated to programs and activities that meet objectives stated in Denton's five-year strategic plan. Following is the list of the five-year strategies and proposed outcomes stated in the 2010-14ConsolidatedPlan and proposed projects and activities that will be undertaken to meet those strategies. Outcome/5-yr ObjectiveConsolidated 5-yr Consolidated Plan1-yr Action Plan PlanOutcome MeasuresProposed Activities Strategy RENTAL HOUSING STRATEGIES DH-3.1Encourage and support An addition of 150Provide support for developments meeting this Sustainability of the development of affordable units in mixed strategy. Decent Housingsmall mixed-income income developments with rental developments in 50 units or less would assist accessible areas.in meeting this outcome measure. DH-2.1 Encourage self-Self sufficiency programs Work with and provide funding when appropriate Affordability of sufficiency among will target households to support transitional housing and self- Decent Housinghouseholds that receiving rental assistance sufficiency programs administered by Denton currently receive rental and other forms of public Housing Authorityand HOPE, Inc.and other subsidies and other assistance. Create housing local organizations. forms of public affordability for 3 to 5 support.households per year. DH-1.1Encourage and support Support repairs or Work with Code Enforcement Division and local Availability/the rehabilitation of rehabilitation of 5 to 10 rental property owners to identify and support Accessibility of substandard units.units per year. rehabilitation of substandard units. Decent Housing DH-2.2Encourage and assist Approximately 150renters Continue supporting the City’s Homebuyer Affordability of low-income renters to will be assisted.Assistance Program, DAHC’s Affordable Decent Housingbecome homeowners.Housing Opportunity Program,Denton Housing Authority’s Family Self Sufficiency Program and Habitat for Humanity. DH-1.2Target programs and Four newsletters per year Disseminate program information in Spanish and Availability/information to will be sent out. Additional English to organizations serving these groups. Accessibility of minorities and the information will appear on Decent Housingelderly.cable channel. OWNER-OCCUPIED HOUSING STRATEGIES DH-2.3 Educate homeowners Information will be provided 6households will be provided successful Affordability of regarding home to 8-10householdsper year.homeowner educationthrough the Home Decent Housingmaintenance and Improvement Program. budgeting for major and minor repairs and safe cleaning practices. DH-2.4 Assist low and Provide minor repairs to Funding of the Minor Repair Program for a Affordability of moderate-income approximately 100 very low minimum of 28households. Decent Housinghouseholds with to moderate-income minor housing repairs homeowners. and weatherization. 17 Page Outcome/5-yr ObjectiveConsolidated 5-yr Consolidated Plan1-yr Action Plan PlanOutcome MeasuresProposed Activities Strategy DH-3.2Encourage and assist Assistance to 20to 35 Funding of the Home Improvement Program for 6 Sustainability of low and moderate-households.It is anticipated households. Decent Housingincome homeowners that 25%-35% of the annual to maintain their units allocation will be dedicated to up to current City of this targeted area. Denton code standardsin targeted areas. HOMEOWNERSHIP & PRODUCTION OF AFFORDABLE UNITS DH-2.5 Educate homebuyers Information will be provided Support of HUD approved homeowner-ship Affordability of regarding home to 100 prospective workshops by local agencies and lenders. Decent Housingbuying process and homebuyers. Provide class information to at least 15 household budgeting.homebuyers to the Homebuyer Assistance Program. DH-2.6 Encourage and assist Approximately 100 renters Support the City of Denton’s Homebuyer Affordability of low and moderate will be assisted.Assistance Program and DAHC’s Affordable Decent Housingincome renters to Housing Opportunity Program with residual become homeowners.funds. It is anticipated that 35% to 50% will be minority households. DH-2.7 Support production of Construction of an estimated Habitat for Humanity’s New Construction Affordability of affordable units.50new units.Program. Decent Housing CONTINUUM OF CARE –PREVENTING HOMELESSNESS DH-2.8Provide assistance for 1) Support a minimum of 1a) Support and refer persons to local business Affordability of low-income 100 units of individual and agency’s’ First Time Homebuyer classes Decent Housinghouseholds to secure and group counseling and and Credit Counseling Classes and sustain safe, educational opportunities 1b) Provide funding to HOPE, Inc in support of decent affordable concerning securing and programs housingmaintaining a home. 2a) Provide administrative support 2b) Continue to support the HUD Counseling 2) Support 750 individual/ Agencies, Giving Hope, Inc. that assists in family units of services to foreclosure prevention. secure and maintain housing including prevention of foreclosure and eviction a year. CONTINUUM OF CARE –OUTREACH AND ASSESSMENT SL-1.1Improve community 1)Continue implementation 1)Provide funds to the Denton County Availability/assessment of needs of HMIS. Increase data Homeless Management Information System Accessibility of and services availablesharing and number of to enroll and support homeless service Suitable Living participants. At least 3 –agencies. Environment5 agencies should 2) Assist the Denton County Homeless participate in data sharing. Coalition to organize a taskforce to create 2)Support development of a and implement a plan to in Chronic county-wide, coordinated Homelessness including a coordinated Discharge Policy and Plan discharge policy. to End Chronic Homelessness in two years. 18 Page Outcome/5-yr ObjectiveConsolidated 5-yr Consolidated Plan1-yr Action Plan PlanOutcome MeasuresProposed Activities Strategy CONTINUUM OF CARE –EMERGENCY SHELTER DH-1.3Meet the emergency 1)Support at least 1,000 1) Provide funds to the Denton County Friends Availability/shelter and basic emergency shelter nights of the Family Safe Shelterand Salvation Accessibility of health, food, clothing, of stay a year. Army of Denton. Decent Housingand personal hygiene 2)Assist local agencies to 2a)Support local agencywith application to needs of the homeless apply for at least three Emergency Solutions Grant,Supportive and victims of grants to provide Housing Program. domestic violence.supportive services to all homeless, victims of domestic violence, homeless families or homeless youth. CONTINUUM OF CARE –TRANSITIONAL HOUSING DH-1.4Meet the transitional 1)Support at least 50 1a) Provide funds to HOPE’s transitional shelter Availability/housing and individuals/ families program to assist 140people. Accessibility of supportive service provided with transitional 2a) Providelocal agencies with information on Decent Housingneeds of the homeless housing a yeargrant opportunities for funds to support and victims of 2)Assist local agencies to transitional housing and supportive services. domestic violence in apply for at least two 2b) Provide support for the applications to preparation for a grants to provide request Emergency Solutions Grant Funds move to permanent or additional transitional and Supportive Housing Program funds for permanent supportive housing and supportive transitional housing and supportive services housing.services3) Attend Ten Year Plan to End Homelessness 3)Support the increase use meetings and provide information on the of transitional housing importance and need for transitional housing and/or supportive services and/or supportive services. to prepare individuals for permanent housing in the Ten Year Plan to End Homelessness. CONTINUUM OF CARE – TRANSITION TO PERMANENT HOUSING AND INDEPENDENT LIVING DH-3.31)Assist agencies to apply 1a) Support local Health Services of North Texas Provide homeless Sustainability of for at least two grants to and Denton County MHMR apply for and victims of Decent Housingprovide permanent Supportive Housing Program funds for domestic violence supportive housing with permanent supportive housing program with permanent or anemphasis on chronic projects. permanent homeless and persons 1b) Provide local agencies with informationon supportive housing. with a severe mental grant opportunities for funds to support illness and/ or HIV transitional housing and supportive services. positive status.2a) Participate in the Denton County Homeless 2)Assist at least two Coalition. community partnerships/ 2b) Provide funding to support programs of collaborative efforts to Giving HOPE, Inc, Denton County Friends continue to provide of the Family, and DentonAffordable additional permanent Housing Corporation who have a housing opportunities to collaborative effort to move victims of the homeless, potentially domestic violence from emergency shelter to homeless and victims of Transitional housing in preparation for domestic violencestable, sustainable permanent housing. 19 Page Outcome/5-yr ObjectiveConsolidated 5-yr Consolidated Plan1-yr Action Plan PlanOutcome MeasuresProposed Activities Strategy LEAD-BASED PAINT STRATEGIES DH-1.5Educate homeowners, 30households and 50-7512homeowners will receive both the HUD Availability/rental property contractors and property pamphlet—Protect Your Family from Lead in Accessibility of owners/managers & managers received field Your Home and the EPA pamphlet—Renovate Decent Housingcontractors regarding guides for painting, home Right. Fifteen realtors will be educated on both disclosure, the history maintenance and renovation the HUD Lead Rule and the EPA RRP Rule. All of lead-based paint, work instructions. 20 contractors contacted will be encouraged to its hazards to children owners, managers or receive EPA certification. and how to use safe contractors receive individual work practices when safe work practice video disturbing paint in training for the five-year older housing. period DH-1.6Reduce Lead-Based Average of 40 units will In properties built before 1978, fiveminor repairs, Availability/Paint Hazards in receive lead-based paint three owner occupied rehabilitations and five Accessibility of owner and renter-inspection, hazard control homebuyer assistance projects will be completed Decent Housingoccupied residential reduction work or abatement, and receive lead-based paint reduction work, pass units as needed.pass inspections and, when inspections and meet final clearance in required, meet final clearance compliance with 24 CFR 35 regarding lead-based over the five-year period.paint during 2011. For the Homebuyer Assistance Program, only a visual inspection will be conducted and property must pass inspection. HUMAN SERVICES STRATEGIES SL-1.2Meet the basic food 1) Support at least 300 2a) Provide funds to support the Nutrition Availability/needs of the homeless emergency meals and food Center of Health Services of North Texas Accessibility of and low-incomebags a yearand the Salvation Army of Denton KARE Suitable Living Kitchento provide an estimated 1675 Environment 2) Support at least150 meals persons with emergency meals.. and nutritional food 2b) Provide funds to support SPAN who will bags/shops a yearprovide meals to 343to persons over 60 or disabled persons. SL-1.3Meet the basic shelter 1)Support at least 250 1) Provide funds to the Denton County Friends Availability/needs of homeless emergency shelter nights of the Family Safe Shelter to assist 5440 Accessibility of and low-income of stay a yearpeople. Suitable Living persons2)Support at least 25 2) Provide funds to Giving HOPE, Inc to Environmentindividuals/ families support a transitional housing program for an provided with transitional estimated 140persons. housing a year3a) Provide 10 staff hours to support the Denton 3)Provide at least 60 hours County Homeless Count conducted by the of staff time in support of Denton County Homeless Coalition (DCHC). at least 3 projects for the 3b) Provide staff time as necessary to support the Denton County Homeless DCHC application for Continuum of Care Coalition a yearfunds. 4)Support 75individual/ family units of case management and other services to maintain housing including prevention of foreclosure and eviction a year 20 Page Outcome/5-yr ObjectiveConsolidated 5-yr Consolidated Plan1-yr Action Plan PlanOutcome MeasuresProposed Activities Strategy SL-1.4Foster and maintain 1)Participate in at least 3 1a) Participate in the Denton County Homeless Availability/an environment coalitions and/or Coalition in the effort to preventand end Accessibility of where families, collaborative efforts for homelessness. Suitable Living neighborhoods, and community initiatives to 2a) Provide funds to three daycares to support the Environmentcommunities enjoy foster and maintain an provision of childcare to an estimated 318 strong, supportive environment to promote children. relationshipsstrong, supportive 2b) Provide funds to after school/summer care relationships. programs and the provision of childcare for 2)Support at least 150 56children. individuals/ family units 3a) Provide funds to Denton County Friends of of childcare, after-school the Family for the provision of domestic and summer care, violence and sexual assault victim services parenting skills, and adult including counseling. education assistance a 3b) Provide support to Children’s Advocacy year.Center for Denton County to provide sexual 3)Support at least 75 units abuse/assault services to children and non- of domestic violence and offending families members. sexual assault prevention 4) Provide funds to Denton County Friends of education and training a the Family for the provision of community yeareducation and offender classes to prevent domestic violence and sexual assault. SL-1.5City residents have 1)Support at least 50 units 1) Provide support the Family Health Care, Availability/access to health care of health care services a PediPlace, Denton Community Health Clinic Accessibility of to be as physically year.and Health Services of North Texas for Suitable Living and mentally fit as 2)Participate in any primary health care and pre-natal services to Environmentpossiblecoalitions/collaborative at least 2537persons. efforts to improve availability of health care especially for low- income persons, elderly, and people with disabilities. 3)Support at least 20 units of mental health care services a year... INFRASTRUCTURE & PUBLIC SERVICE FACILITIES STRATEGIES SL-3.1 Street improvements.Promote livability & Not applicable this year. Sustainability of sustainability for residents of Suitable Living low/mod neighborhoods. EnvironmentProjects will support 200 hhs. SL-3.2 Installation of new Promote livability and Not applicable this year. Sustainability of sidewalks and sustainability for residents of Suitable Living replacement low/mod neighborhoods. Environmentsidewalks.Projects will support 200 hhs. SL-3.3 Installation of water Promote livability and Not applicable this year. Sustainability of and sewer lines. sustainability for residents of Suitable Living Connection of low/mod neighborhoods. Environmentresidential units to Projects will support 150 hhs. services. 21 Page Outcome/5-yr ObjectiveConsolidated 5-yr Consolidated Plan1-yr Action Plan PlanOutcome MeasuresProposed Activities Strategy SL-3.4 Installation of Promote livability and Not applicable this year. Sustainability of drainage sustainability for residents of Suitable Living improvements low/mod neighborhoods. Environmentincluding Project will support improvements that approximately 50 hhs. will remove residential properties from floodplain. SL-3.5 Rehabilitation and Improve availability & Funding the following public facilities: Fairoaks Sustainability of expansion of public accessibility of services of Denton, Fred Moore Day Nursery Suitable Living services facilities.through improvement to at Improvements and Serve Denton/Wheeler Center Environmentleast 2 public service Playground facilities. SL-3.6 Improve and/or Improve availability &Not applicable this year. Sustainability of expand park facilities accessibility of services to at Suitable Living including open space, least 2 park facilities. Environmentplayground and other recreational facilities. DEMOLITION STRATEGIES SL-3.7 Continue to demolish To demolish 20structures Continued support for the Demolition Program Sustainability of substandard buildings during the five-year period.through Code Enforcement. Suitable Living to improvement the Environmentappearance and safety of neighborhoods ANTI-POVERTY & ECONOMIC DEVELOPMENT STRATEGIES EO-3.1 Support training andProvide economic Provide non-federal incentives to organizations to Sustainability of employment activities opportunity by supporting create jobs. Work with job training organizations Economic targeted to poverty activities that create jobs. to promote training in specific areas of need. Opportunityand very low-income Observe an increase in the households.number of poverty and low- income hhs that achieve self- sufficiency*. EO-1.1 Expand educational Provide economic Provide funding to transitional housing providers. Availability/opportunities for opportunity for transitional Request that information on educational Accessibility of those seeking housing clients. 25-35 hh opportunities be provided to clients. Economic transitional housing (over 5 years) receive Opportunityor other housing counseling/educational support services. services. EO-1.2 Encourage support of Over the five-year period 25+ Monitor federally funded projects and work with Availability/Section 3 goals by individuals hired for projects contractors to ensure that Section 3 requirements Accessibility of local contractors.by private contractors.are fulfilled. Economic Opportunity BARRIERS TO AFFORDABLE HOUSING STRATEGIES DH-1.6 Educate the Improve accessibility and Quarterly newsletter will be sent out to clients, Availability/Accescommunity regarding availability of information on local lenders, realtors, agencies, churches, sibility of Decent the benefits of affordable units by providing neighborhood associations, libraries, recreation Housingaffordable housing.homeownership and fair centers and many others. Two public hearing will housing information, be held during the preparation of the annual quarterly newsletters, at least action plan and one during the preparation of the 2 public hearings annually.performance report. 22 Page Outcome/5-yr ObjectiveConsolidated 5-yr Consolidated Plan1-yr Action Plan PlanOutcome MeasuresProposed Activities Strategy DH-2.9 On an annual basis, Create affordability in Continue to request impact fee grants from the Affordability of request approval and housing through provision of General Fund for housing non-profits for the Decent Housingfunding for impact an average of three to five construction of affordable housing. fee grants for grants per year over the five- producers of year period. affordable housing. DH-2.10 Allocate funding to Create affordability in Support for Denton Affordable Housing Affordability of the non-profit and housing through constructionCorporationand Habitat for Humanity,and Decent Housingfor-profit of 25 –50 SF units and 50 -Private developers. organizations that are 100 rentalunits that are developing affordable affordable to low-income housing. Request that households over the five-year they attempt to period. maximize the leveraging of these dollars and provide documentation. 23 Page 2013PROPOSED PROJECT MAP WithMinority Concentrated areas by Census Tracts Minority 4 Concentration by Census Tracts 1 7 0-25% 2 +25% -30% 3 +31% -40% +41% -50% +50% - 6 100% Source: U.S. 2000 Census 5 2013Projects and Activities 1.Fairoaks Denton Project5.City of Denton Kids Summer Camp* 2.Denton City County Day School*6.Fred Moore Day Nursery Project 3.Family Health Care*7.Serve Denton/Wheeler Center Playground 4.HealthServices of North Texas* Community-Wide Activities Community Development AdministrationHomebuyer Assistance Program Denton Affordable Housing Corp. Minor Repair Program Home Improvement ProgramServices Program for Aging Needs, Inc Geographic distribution of projects is based on citizen, service provider and City staff input regarding significant needs in the low-income community, specifically in regard to public facility improvements. Home Improvement Program activities are limited to low-income areas that are zoned residential. This is to ensure that substantial amounts of funding are not expended on housing in areas zoned commercial or industrial, where the zoning transition in the near future, wouldno longer allow residential development. *Public service activity locations are provided on the above mapthat indicates the location where the services are taking place, however, services provided by each of the organizations is available to low and moderate-income households throughout the Denton community. 24 Page OTHER PROGRAM SPECIFIC REQUIREMENTS HOME PROGRAM –RECAPTURE POLICY The City of Dentonutilizes HOME funds to provide assistance to first-time homebuyerswith closing costs, down payment, prepaids and principal reductionthrough the City of Denton’s Homebuyer Assistance Program (HAP) and Denton Affordable Housing Corp.’s Affordable Housing Opportunity Program (AHOP). There are no other forms of investment that are not described in §92.205(b) by the City of Denton. The maximum HOME subsidy for both programs willbe $14,900. This amount includes all investment that enables the family to purchase the unit. The HOME subsidy sets up a 5-year recapture period and provided as a deferred forgivable loan at a 0% interest rate. City of Denton utilizes recapture for both programs as required by 24 CFR92.254(a). Recapture occurs when the recipient of HOME dollars either sells the property during the affordability/ compliance period, or when the recipient of HOME funds defaults by leasing the property, fails to maintain the property as a primary residence, the property is foreclosed on by any lender, or when the recipient violates the covenants contained in the Written Agreement between City of Denton and the recipient of HOME funds. The terms of recapture are contained in the Written Agreement between City of Denton and the recipient of HOME funds for the Homebuyer Assistance Programand between the Denton Affordable Housing Corporation and the recipients of the HOME funds for the Affordable Housing Opportunity Program. Recapture Policy [24 CFR 92.254(a)(5)(ii)(1)-(7)] The Participating Jurisdiction’s (PJ) homebuyers that receive direct downpayment, closing cost, principal buydown assistance and/or a reduction of the sales price to below the market value to make the unit(s) affordable, will meet the affordability period if they remain in the home for the full required period of affordability as determined by the amount of the assistance received (five to fifteen years). The actual required period of affordability will be based on the total amount of the direct HOME assistance provided as noted below. The effective date of the beginning of the required period of affordability is the date all completion data is entered into IDIS (See: §92.2, Definitions, “Project Completion”) and as documented by a fully executed HUD-1, a copy of which has been placed in each individual homebuyer’s and/or homeowner’s file. HOME Program Assistance AmountMinimum Required Affordability Period in Years $1,000-$14,999.995 $15,000–$40,00010 Over $40,00015 New Construction for Rental 20 (regardless of amount invested) The federal assistance will be provided in the form of a 0% interest, deferred payment loan (DPL) and will be secured by a HOME Written Agreement, fully executed and dated by all applicable parties and a Promissory Note and Deed of Trust which will be recorded in the land records of Denton County. Under “Recapture”, if the home is SOLD prior to the end of the required affordability period [the homebuyer or the property owner may sell to any willing buyer 25 Page at any price] a portion of the net sales proceeds from the sale, if any, will be returned to the PJ to be used for other HOME-eligible activities. The portion of the net sales proceeds that is returned to the PJ is equal to the amount of HOME funds invested in the property less the amount for each FULL month that the residence was occupied by the homebuyer or property owner as his/her/their principal residence. Any funds remaining after the distribution of the net sales proceedsto all lienholders, including the PJ, will be returned to the homebuyer or homeowner. In the event of a sale, short sale or foreclosure, the amount recaptured will be limited to the amount of ‘net sales proceeds’available at the time of such occurrence. Additional information pertaining to the “Recapture Provisions” is detailedin the written policies and procedures of the PJ. If there are insufficient funds remaining from the sale of the property and the PJ recaptures less than or none of the recapture amount due, the PJ must maintain data in each individual file that provides the amount of the sale and the distribution of the funds. This will document that: i.There were no net sales proceeds; or ii.The amount of the net sales proceeds was insufficient to cover the full amount due; and that, iii.No proceeds were distributed to the homebuyer/homeowner. Other than the actual sale of the property, if the homebuyer breaches the terms and conditions for any other reason, e.g. no longer occupies the property as his/her/their principal residence, the full amount of the subsidy is immediately due and payable. The PJ must immediately repay its HOME Treasury Account, from non-federal funds, for the full amount of the assistance provided whether or not it can recoup any or all of the funds from the homebuyer. Resale Policy[24 CFR 92.254(a)(5)(i)] The resale deed restriction will be utilized for HOME-assisted units which: 1) the homebuyer does not receive direct downpayment, closing cost, principal buydown assistance, or a reduction of the sales price to make the unit(s)affordable from the PJ or other entity or 2) the PJ has elected to use the “Resale Provisions” instead of the “Recapture Provisions. The resale provisions ensure that a HOME-assisted property remains affordable during the entire affordability period. The affordability period is based on the amount of HOME funds invested as a development subsidy that is either left in the deal at closing or is repaid to the PJ, or to the CHDO, Subrecipient, State and/or State Recipient, as applicable, by the first mortgage lender at closing, or the PJ has elected to use “Resale’ rather than ‘Recapture’ to assure the unit is affordable to a household at or below 80% of AMI for the Dallas metropolitan statistical area. The effective date of the beginning of the required period of affordability is the date all completion data is entered into IDISand as documented by the fully executed HUD-1, a copy of which has been placed in each homebuyer’s file. The homebuyer may sell the property after the expiration of the required affordability period without any restrictions. The Resale Provision goes into effect when the home is sold during the affordability period. At the time of sale, the following provisions will be in effect: 26 Page i.In instances where the home has been rented or leased, refinanced, or the initial homebuyer is no longer physically occupying the property as his/her/their principal residence, the entire amount of the HOME assistance provided shall be immediately due and payable to the PJ. ii.If the property does notmeet the affordability requirements for the compliance period, the entire amount of the HOME Investment must be repaid to the PJ’s HOME Treasury Account. [24 CFR 92.504(b)(1); and HOMEfires –Vol. 5 No. 2, June 2003; Section 219(b) of the HOME Statute; and §92.503(b)(1)] Resale Provisions requires the initial homebuyer (and/or subsequent homebuyers if home was previously sold during the required period of affordability), to sell the home to a low-income family at an affordable price as defined below: A)A low-income family is defined as a family whose total income from all sources at the time of purchase from the initial (or subsequent) homebuyer (or homeowner) does not exceed 80% of the area median income, adjusted for household size as defined by HUD, under the Part V income definition that is applicable for each program activity at the time of closing. 1.The contract for sale of the home must include a provision requiring the family acquiring the home to be income-eligible as qualified by the PJ prior to acquiring the property B)The initial homebuyer or a subsequent homebuyer or homeowner, if applicable, must list the property at or below the PJ’s determined affordable sales price as defined below. 1.The Realtor engaged by the seller shall provide the seller with a proposed sales price based on comparable unitssold in the market; OR the PJ shall engage a Realtor to define the proposed price based on comparable unitssold in the market. The PJ may complete this criterion in-house provided it has staff qualified to make this determination. If the seller’s Realtor provides a proposed sales price, a copy of the proposal and information relative to the comparables used must be provided to the PJ. The PJ must determine if the seller’s proposed sales price is acceptable 2.The PJ shall determine 80% of area median income (AMI) based on the current HUD guidelines for each family size. 3.The applicable AMI shall be multiplied by twenty-five percent (25%) to determine the annual housing expense (HE) and divided by twelve (12)to determine the monthly HE. 4.The mortgage interest rate shall be the average fixed rate for a thirty (30) year mortgage as published by the Federal Housing Administration (FHA) at the time the above determination is being made. 5.The term used for the above calculation shall be thirty (30) years. 27 Page 6.The present value of an affordable mortgage shallbe calculated utilizing the monthly HE, the determined interest rate, and the term. 7.The present value shall be divided by 95 (value can’t exceed 95% of the median purchase price for the area: [§92.254(a)(2)(ii) and (iii)] and then be multiplied by 100. The result shall be the affordable sales price. NOTE: The accompanying spreadsheet automates the calculation described above and may be utilized by the PJ to determine whether or not the Realtor proposed market price exceeds what is affordable to families of various sizes. The PJ is the sole determiner of the final offering price for the unit. C)The initial homebuyer and any subsequent homebuyer orhomeowner [seller], as applicable, must list the property at or below the affordable sale price as determined by the PJ. D)Fair Return and Appreciated Value [24 CFR 92.254(a)(5)(i)]: 1.The determination of “Fair Return” shall be the sum of: a.Downpayment and closing costs paid from the initial homebuyer’s cash at purchase. b.Initial homebuyer’s (seller’s) closing costs at sale. c.Principal payments only made by the initial homebuyer(s) inexcess of the amount required by the mortgage. d.Documented capital improvements in excess of $500. 2.Fair Return is paid to the initial homebuyer(s) at sale once the first mortgage debt is paid and all other conditions to the initial written agreement are met. 3.In the event there are no funds for Fair Return, then Fair Return does not exist. 4.In the event there are partial funds for Fair Return, then Fair Return shall remain in force. E)Appreciated Value is: a.The Affordable Sales Price b.Less the First Mortgage Debt c.Less Fair Return d.Equals Appreciated Value 1.If Appreciated Value is zero or less than zero, then no Appreciated Value exists. 2.Appreciated Value is shared with the initial homebuyer(s) based on the PJ’s initial investment of HOME funds as follows: a.The initial homebuyer’s out of pocket investment of downpayment and closing costs divided by PJ’s HOME investment the equals the percentage of appreciated Value that shall be paid to the initial homebuyer or homeowner; b.The balance of Appreciated Value remaining shall be paid to thePJ. 28 Page F)All of the above requirements will be included and described in the subordinate (or if applicable, the first)Deed of Trust and Written HOME Agreement, that will befiled in the land records of the Denton County Real Property Records by the housing developer, subrecipient, state recipient, contractor, consortium or the PJ as applicable. G)The PJ reserves the right to end the affordability period upon the occurrence of, but not limited to, any of the following events: foreclosure; deed or transfer in lieu of foreclosure; or assignment of an FHA-insured mortgage to the U. S. Department of Housing and Urban Development (HUD). NOTE: Ending the affordability period does not relieve the PJ from reimbursing its HOME Treasury Account, from non-federal funds, the entire amount of the HOME rd Investment, as provided in items i. and ii. in the 3paragraph of the “Resale Policy” section. [HOMEfires Vol 5 No 2, June 2003 –Affordability requirements; Repayment of HOME Investment; Rental Housing; and Homebuyer Housing with a ‘Resale’ Agreement] H)The original housing developer, CHDO, subrecipient, contractor, state recipient, consortium or the PJ may use purchase options, rights of first refusal or other pre-emptive rights to purchase the housing before foreclosure to preserve affordability.If any of the aforementioned actions are taken, subsequent sale to a HOME income-eligible low- income homebuyer is required. All of the PJ’s original HOME termsand conditions must be reinstated, in writing, and the remaining term of the requiredperiod of affordability remains in effect. A new Written Agreement, PromissoryNote and Deed of Trust or Mortgagemust be executedby all applicable parties and recorded in the land records of Denton County.A copy of all documents, including evidence that they have been properly recordedmust be maintained in the file. I)However, if the PJ provides additional HOME assistance to the new homebuyer (e.g., a direct subsidy [as defined above], the PJ must reinstate the remaining term of the initial required period of affordability AND, add to that term, the new required period of affordability based on the amount of the direct subsidyprovided to the new homebuyer. The additional HOME investment must be treated as an amendment to the original project. Consequently, the additional HOME investment may result in an extension of the original period of affordability. [Notice CPD 12-003, January, 2012, page 17, f. Investment of Additional HOME Funds]. Example: a)Initial Resalerequired period of affordability = 10 years b)Property sold in year two (2) c)Based on the amount of direct assistanceprovided to thenew homebuyer(s) the required period of affordability is five (5) years d)New required period of affordability= 13 years (8 years remaining on initial resale required affordability period plus 5 years for new period of affordability) e)This project now becomes subject to the“RECAPTURE” provisions and the PJ would list the Recapture terms as noted above under the“Recapture Policy” in its Written Agreement with the new homebuyer or homeowner, as applicable. 29 Page MONITORING STANDARDS AND PROCEDURES The City of Denton will complete an annual comparison of the objectives stated in the 5-year Consolidated Plan with actual accomplishments. Based on the comparison the City of Denton will consider making changes or updates to the 5-year Consolidated Plan. The City of Denton provides CDBG andGeneral Fundsto several non-profits agencies and departments providing supportive services. The City’s Human Services Coordinator monitors agencies on a daily basis. Each year agency staff is provided with training on financial procedures and data collection. Agency staff is provided with appropriate Federal guidelines and OMB circulars to ensure that they have access to pertinent information. Agencies are required to provide quarterly beneficiary and financial reports. A year-end report is required to detail annual expenditures, beneficiary information, funding sources and major accomplishments. Each year, the Human Services Coordinator completes a risk analysis based on established criteria. On-site monitoringvisit are completed on all “high risk” organizations. The on-site monitoring includes a review of client files, financial and accounting records, and procurement procedures. Independent audits are also submitted and reviewed by the City staff. For the HOME program, asimilar process is also followed to monitor the Denton Affordable Housing Corporation, a certified CHDO. The City’s Community Development Coordinatorwith the help of the Community Development staffmonitors the CHDO on a regular basis to ensure that the non-profit is meeting HOME regulations. TBRA units and residents are monitored on an annual basis to ensure that all HOME requirements are met. Also, the only rental project not funded through the local CHDO, is a project that provides transitional housing and services for single-parent families. This organization is also monitored annually including a review of the client files for income information. Programs and projects carried out by the City are monitored daily. Staff maintains checklists on individual projects to ensure that all required procedures have been completed. The housing rehabilitation staff maintains records on all rehabilitation projects. The Community Development Coordinator maintains records for the Homebuyer Assistance Program and the Administrator maintains records on public infrastructure projects. The Administrator reviews and certifies all applications prior to provision of assistance. A year-end report that details expenditures, revenue, beneficiary information and major accomplishments is also required from all City programs and projects. PUBLIC HOUSING IMPROVEMENTS The City of Denton has no public housing units. PUBLIC HOUSING RESIDENT INITIATIVES The City of Denton has no public housing units. However, City staff will continue to work with the Denton Housing Authority to promote the Homebuyers Assistance Program to those currently receiving Section 8 assistance. Information on the Homebuyer Assistance Program has been mailed to all Section 8 recipients with their utility bills. No resident initiatives strategies were included in the Consolidated Plan. 30 Page INSTITUTIONAL STRUCTURE The City of Denton’s 2010-2014Consolidated Plan notes six “gaps” in organizational structure that hinder effective housing and social services delivery. These gaps include the following with the City’s efforts to ameliorate these conditions during the coming year: 1.Need for more effective communication between housing organizations in the North Texas area, including those serving the City of Denton. Local housing organizations need to work together to expand resources and programs to ensure that a variety of housing choices are available to serve low and moderate-income households. Action to overcome gap: Continue to encourage participation in the Denton County Homeless Coalition, the Denton County Senior Services and other collaborative organizations. Work with agencies and continue to support partnership efforts and the sharing of information regarding funding opportunities. 2.Need for more effective coordination between emergency assistance agencies. Action to overcome gap: Continue to support efforts of the Denton County Homeless Coalitionand HOPE, Inc. to expand the network of organizations participating in HMIS. 3.Lack of private contractors experienced in lead-based paint hazard reduction and abatement and lack of funding to complete projects. Contractor training along withadditional funding targeted to lead abatement is critical to continue the City's owner-occupied rehabilitation program. Action to overcome gap: Request additional funding where available to train contractors and pay increased costs. Work with training organizations to promote training opportunities to local contractors and employees. 4.Lack of shelter facilities for families and youth. Action to overcome gap: Support work of Denton County Homeless Coalition in targeting priority services and facilities needed in the area. Assist in grant writing and other forms of fund raising. Administer homeless grant funds when appropriate and support is needed. 5.Lack of coordination of homebuyer/homeowner educational services needed to provide a higher level of information. Action to overcome gap: Investigate a partnership with the Denton Housing Coalition, Denton Affordable Housing Corporation and/or the State of Texas to develop a more comprehensive educational program. 6.Inability to assist low and moderate-income property owners to bring housing units up to standard condition. Action to overcome gap: Seek out additional funding to assist low income homeowners and work to develop program or policies to ensure that owners of rental property improve units as needed to maintain unit up to local code requirements. 31 Page ADDRESSING THE CHRONIC HOMELESS(UPDATE IN PROGRESS) The Denton County Homeless developed the following steps during the 2010-2014Consolidated Plan process to address chronic homeless. These steps are reaffirmed during the 2013/14 program year. The Denton County Homeless Coalition believes a structured and seamless collaborative system of services and programs can move individuals experiencing chronic homelessness to sustainable permanent supportive housing. This transition to sustainable permanent housing is the key to ending chronic homelessness. The DCHC point-in-time homeless count taken in January 2013 and the Texas Homeless Network is currently working on results and analysis of the data collected. At this time DCHC is moving from a coalition philosophy to a community strategy to end chronic homelessness. A coalitionsubcommittee is in the process of developing a Ten-Year Plan to End Chronic Homelessness. Since the plan is in process, the steering committee decided to take a three-step planning approach to building a community strategy to end chronic homelessness. 1.Asmall committee conducting research on strategies, stakeholders, goals, and activities to promote appropriate services for the community and chronic homelessness. In the fall of 2004, the small group completed their research and provided possible community directions for review by the steering committee.The Steering Committee used the information to move to the Step Two of the three step planning approach. 2.Identified community stakeholders and possible actions necessary to end chronic homelessness. Upon review of other successful planning processes toend chronic homelessness, the steering committee decided to approach local elected officials to sponsor and convene the community planning process. The DCHC is in the process of completing this step of the three step planning approach. 3.Convene a large community meeting for all identified stakeholders to review, modify, and agree upon a plan for the community to end-chronic homelessness. The DCHC expects the community plan to end-chronic homelessness will build from current programs and services available. The Denton County Homeless Coalition has identified several obstacles to ending chronic homelessness including lack of major substance abuse services, healthcare services, and transportation. These items present significant barriers in moving the chronic homeless from experiencing homelessness to maintaining a stable environment. 32 Page HOME PROGRAM -MINORITY OUTREACH PROGRAM To ensure employment and business opportunities for minority businesses the City of Denton will continue to carry out and support the following activities during the program year. 1.The Denton Chamber of Commerce and the Black and Hispanic Chambers of Commerce refer building contractors to the Community Development office to apply to be added to the active contractors bid list. 2.Will request that general contractors on CDBG and HOME-funded capital projects give preference to hiring minority or women subcontractors and employees as well as include this wording in construction contracts. 3.City of Denton’s legal advertisement for bids will include the equal employment statement and encourage minority participation 4.Notices are sent to both the Black Chamber and the Hispanic Chamber of Commerce in Dentoninforming them about the programs, the assistance and contracting opportunities that are available. 5.City of Denton will continue to attend the Small Business Development Breakfast on a monthly basis. 6.City of Denton will continue to comply with all State bidding requirements for Historically Underutilized Businesses (HUB) 7.City staff will also perform debarment reviews to ensure that no previously debarred contractors are allowed to participate in projects. 8.City will continue to advertise annually in the Denton Record Chronicle and daily in the local cable channel in search for contractors and will encourage participation by minority contractors. HOME PROGRAM -Affirmative Marketing Policy and Implementing Procedures Denton Affordable Housing Corporation In accordance with federal regulations, including but not limited to the HOME Investment Partnership Program, and in furtherance of DAHC’s commitment to non-discrimination and equal opportunity in housing, they have established the following procedures to affirmatively market their programs. These procedures are intended to further the objectives of Title VII of the Civil Rights Act of 1968 known as the “Fair Housing Act” and as amended in 1988, Executive Order 11063, as well as to satisfy the requirements of Section 2306.257 of the Texas Government Code. The stated policy of the Denton Affordable Housing Corporation is that individuals and families will not be discriminated against in their housing choices or in access to housing services on the basis of race, color, sex, religion, handicap, national origin, or familial status. Furthermore, DAHC is committed to the goals of affirmative marketing which will be implemented in the specific steps outlined as follows: 1.Ensuring that allpotential applicants and the general public have access to Federal Fair Housing Laws and Affirmative Marketing Procedures through the following outreach methods: A. Informing the general public and potential applicants through news releases, print ads, PSA’s or other means throughout the target area served by DAHC. (All program advertising as well as other advertising such as job postings should contain required fair housing or equal opportunity language when appropriate.) 33 Page B. Distributing and posting available information in a variety of ways, as outlined in the Affirmative Marketing Plan. These should be posted in advance of application periods and maintained throughout the period. (All publications or other materials should contain required fair housing or equal opportunity language when appropriate.) 2.Ensure that all persons, including persons covered by the Fair Housing Act and its amendments, have access to information about program services and available units. This includes special outreach to groups that are least likely to apply for assistance. This includes home bound disabled, non-English speaking persons, neighborhood based organizations in minority neighborhoods and/or any other group which not have access to information. When DAHC learns of vacancies, it will make information about them known by: A. Maintaining a list of units at the DAHC business office. This list should be available to the general public during regular business hours. B.Maintain a list of all available units on DAHC’s website: dentonaffordablehousing.org C.Display a copy of the Affirmative Marketing Plan in the leasing office and make a copy of the Plan available to the public upon request. D.Bilingual Services: DAHC will attempt to maintain at least one staff person who is bilingual in English and Spanish and have this service available during the regular work day hours. DAHC will prepare program brochures and documents in both English and Spanish, to the extent possible. E. As part of the special outreach effort, the DAHC will work cooperatively with local organizations which serve the needs of persons protected by the Fair Housing Act. Such organizations might include minority churches, housing agencies, non-profits which serve disabled persons or displaced homemakers, eldercare organizations or any other specific organization which provides services in the target area of DAHC. These organizations include: HOPE, Inc. PO Box 50946,Denton, TX 76202-0946 Contact: Barbara Atkins Phone number: 940/382-0609 HOPE, Inc. is a non-profit organization administering programs geared to assist homeless families. REACH of Denton 405 S. Elm, Ste. 202, Denton, TX 76201-6068 Contact: Missy Dickinson Phone Number: 940/383-1062 REACH, Inc. is a non-profit corporation with the goal of advocating for and empowering people with disabilities to take charge of their life. REACH operates Resource Centers in Fort Worth, Dallas, and Denton. The Centers are non-residential resource agencies which provide services including information and referral, Peer Counseling/Support Groups, Independent Living Skills, and Advocacy Assistance. Denton County Mental Health/Mental Retardation (MHMR) PO Box 2346,Denton, TX 76202-2346 Contact: Mary Gotcher Phone number: 940/482-9294 34 Page MHMR provides case management and support services to individuals with mental health and/or developmental disabilities. Health Services of North Texas 4210 Mesa Drive, Denton, TX 76207 Contact: Ron Aldridge Phone number: 940/381-1501 HSNT is a nonprofit organization that provides housing assistance and other support services to individuals who are HIV positive or have Aids and their families. This organization also serves as an advocacy group for this population. Friendsof the Family 1400 Crescent, Ste. 5, Denton, TX 76201 Contact: Toni Johnson-Simpson Phone: (940) 387-5131 Friends of the Family provides shelter and emergency services to victims of domestic violence. 3.Recordkeeping - The Denton Affordable Housing Corporation will keep records of the following: ADemographic information of applicants for services. This information is included on HUD, FHLB and TDHCA set-up and close-out forms. B. Copies of advertisements, scripts of PSA’s and schedules. (All program advertising as well as other advertising such as job postings should contain required fair housing or equal opportunity language when appropriate). C. Copies of brochures, flyers, and other program materials which reference their programs. (All publications or other materials should contain required fair housing or equal opportunity language when appropriate.) D. Dates, notices, and attendance records from public outreach meetings, if any. E. Copies of MOA’s with any organization enlisted to provide outreach services. F. Identification of special outreach population(s) and procedures utilized to inform this (these) group(s). G.Complete TDHCA’s online Unit Occupancy/Vacancy Report on a quarterly basis to be made available to the public. 4.Assessment and reporting requirements - The Denton Affordable Housing Corporation will regularly assess its outreach and affirmative marketing efforts and report its results to interested parties, including the City of Denton and TDHCA, atthe close of the contract period. This will include: A.A list of outreach methods used, particularly for special needs populations such as persons with disabilities. B.An assessment of success or failure of these methods. This can be made by comparing the demographic data of clients served and those who applied with the demographics of the target area. 35 Page C.Corrective action to improve affirmative marketing if unsuccessful. This might include additional steps to further market the program to those groups which have not been served, particularly persons with disabilities. 5.Annual Plan to Outreach to Historically Underutilized Businesses (HUBs) In addition to the steps outlined above, on an annual basis, DAHC will prepare and implement a plan to outreach to and network with, local minority businesses and HUBs. The Plan will respond to the findings of the assessment of efforts and success described in paragraph 4. The outreach methods mayinclude: DAHC will join the African American Chamber of Commerce in Denton DAHC will join the Hispanic Chamber of Commerce in Denton DAHC will attend neighborhood meetings to describe participation opportunities Notices soliciting contractors will be placed in the following locations: Martin Luther King Center, bulletinboards of grocery stores, Restaurants catering to minorities, and churches with large minority populations Whenever speaking at a public forum, DAHC representatives will mention that we are always looking for HUB participation and encourage individuals toapply. Participate in local and civic activities, such as the Cinco de Mayo celebration, distributing information about programs and encourage HUBs to apply. 36 Page Public Hearing Notes November 29, 2012–MLK Recreation Center Barbara Ross reviewed the outreach efforts that were taken to get the word out regarding the public hearing.She also reviewed the eligible activities under both the HOME and CDBG programs.The following were comments made at the public hearing: 1.Tenant Based Rental Assistance -the Section 8 waiting list at the Denton Housing Authority is full and they are not taking additional names on the list; 2.Housing for single women with children; 3.Services and housing for the disabiled; 4.Housing for ex-offenders; 5.Homeless assistance including both a day shelter and a night shelter (use of Denton Bible Church property for this purpose was briefly discussed); 6.Shade cover over playground equipment at Quakertown Park; 7.Benches and covers at bus stops; 8.Housing for Veterans. Public Hearing Notes December 3, 2012–Denia Recreation Center Barbara Ross reviewed the outreach efforts that were taken to get the word out regarding the public hearing.She also reviewed the eligible activities under both the HOME and CDBG programs.The following were comments made at the public hearing: 1.Housing for the homeless including shelters and Single Room Occupancy (SRO) units; 2.Housing for single women with children; 3. Housing rehabilitation. Community Meeting–Southeast Neighborhood Association November 19, 2012 The Community Development also attended the Southeast Denton Neighborhood Association (SEDNA) Meeting on November 19, 2012 and the following comments were provided by citizens: 1.Lakey/Bradshaw Streetimprovements over bridge; 2.Kerley Street by DCTA tracks, drainage paving; 3.Fence around cemetery; 4.Morse St. –dip in street; 5.Morrison Milling Co. –railroad track area black tar keeps coming out; 6.Maddox/Skinner Streets –want difference color street signs. 37 Page Community Meeting–Denia Neighborhood Association December 3, 2012 The Community Development also attended the Denia Neighborhood Association Meeting on December 3, 2012 and the following comments were provided by citizens: 1.Emergency housing repairs. ACTION PLAN PUBLIC HEARING MINUTES April 16, 2013 City Council Meeting List of comments will be included in this section. 30-DAY COMMENT PERIOD April 1,2013through April 30, 2013 List of comments will be included in this section. 38 Page Community Development Advisory Committee February 4, 2013 Approved Minutes Members Present: Amber Briggle, Bob Gorton, Gerard Hudspeth, Valda Morgan, Scott Rozell, John Siegmund, Larry Varnes, Dorothy Watts and Ira Weinstein Staff Present: Barbara Ross Barbara Ross, CD administrator,opened the meeting and asked for nominations for the Community Development Advisory Committee (CDAC) chairperson. Bob Gorton nominated Gerard Hudspeth as chair and Dorothy Watts as vice-chair. Valda Morgan secondedthe motion. Ms. Watts declined the nomination. John Siegmund nominated Ira Weinstein as vice-chair. Mr. Weinstein also declined the nomination. Mr. Weinstein is also a member of the Human Services Advisory Committee. Ms. Ross asked the members to vote on the nomination of Gerard Hudspeth as chairperson. The members unanimously elected Mr. Hudspeth. Dorothy Watts nominated Scott Rozell as vice-chair. Larry Varnes seconded the nomination. Scott Rozell was unanimously elected as vice-chair. Mr. Rozell asked if members had any revisions to the minutes of November 2, 2012. Mr. Varnes moved that the minutes be approved as written. Mr. Weinstein seconded the motion. The 11/2/12 minutes were approved unanimously. Ms. Ross reviewed the status of various projects including Denton City County Day School playground and interior improvements, the addition of a new classroom at the Fred Moore Day Nursery School facility, Morse Street Water and Sewer Improvements and Crescent Street Sidewalks. Ms. Ross indicated that both the day care projects had completed the bidding process and the contractors would begin work in the next month to six weeks. She indicated that last fall the Engineering staff had requested to combine the Morse St. project, funded in 2011 with the 2012 Alexander Street sewer project. The Engineering staff had stated that this would be more cost effective and both projects could be done quickly. It was noted that the bids on the projects are out and the contract should be going to Council in February or early March. Ms. Ross then informed the members of the possibility that the Crescent Street Sidewalk project may be cancelled. She explained that there had evidently been some miscommunication regarding the payment of the plan development costs and that there may not be sufficient funding to support the project. Ms. Ross indicated that Engineering is checking to see if some funding is available to develop the plans. Ms. Briggle asked what would happen to the funds if they weren’t used for the Crescent project. Ms. Ross indicated that the CDAC would reallocate the funds to another project. Ms. Ross added that the housing programs funded in the past are ongoing programs and staff is continuing to take applications and assist households under these programs. Mr. Varnes asked about the water and sewer projects that are funded through the CDBG program rather than through the City’s CIP. Ms. Ross explained that the projects funded with CDBG are not included in the City’s CIP. If the projects are in the CIP then, CDBG funds could not be substituted for CIP funding. Mr. Gorton stated that this would be a good discussion –what is the 39 Page CDAC’s role and what is the committee’s real mission. If the CDAC does not wish to recommend funding of public facility projects perhaps they could be funded through other sources. Ms. Briggle pointed out that the CDAC had chosen to fund sidewalks in areas where they do not currently exist, due to the fact that there are usually no CIP funds allocated to those types of projects. Mr. Siegmund noted that all project are discussed and are funded or not, based on the project’s own merits. He added that if the water and sewer projects were not funded through CDBG, they might not get done for quite a while. Mr. Weinstein commented that there is less funding than in previous years. Members agreed that the public hearing sign-in sheets should include a line for attendees to indicate how they heard about the hearing. This should help staff in their outreach efforts for future public hearings. Mr. Hudspeth asked Ms. Ross to review the available funding for the 2013-14 year. Ms. Ross stated that the CDAC decisions will likely be based on last year’s CDBG and HOME allocation amounts plus projected program incomeand residual funds left over from four public facility projects. A chart was shown to the committee and Ms. Ross stressed that the numbers are estimates. She commented that due to the current “continuing resolution” status of the budget and the possible“sequestration” that may take place, staff is not certain what the final allocations will be. Ms. Ross stated that the total estimated amount for allocation to projects and programs is $981,560.00. It was noted that 15% of the HOME allocation is required to be allocated to Community Housing Development Organizations (CHDOs). The Denton Affordable Housing Corporation (DAHC) is currently Denton’s only certified CHDO. Mr. Gorton commented that this is where the CDAC’s prioritization ranking comes in. If the City does not receive the estimated amount of funding, the committee can use their prioritization discussion to determine what projects or program funding should be reduced or cut. Mr. Hudspeth commented that he would like to see more information regarding the service population –race, ethnicity, etc. Ms. Ross responded that she would ask the applicants to bring that information and provide it to the committee during their presentation. Mr. Gorton indicated that he would like to ask for additionalcharacteristics of the service population. Ms. Morgan noted that there were young, single, women with children that attended the public hearings. Getting the information regarding gender would also be helpful. Ms. Watts stated that the information wasavailable in the previous application but, when the committee moved to the Excel spreadsheet format that was taken out. Mr. Varnes agreed that there were several single mothers with children at the public hearings and that theCDAC should be respectful of the needs who these women voiced. Mr. Gorton added that the information shows who is being served and is not being served. He also said knowing if the program or project is serving veterans would be helpful. Mr. Siegmund asked the members if they thought a tour of projects, like the one taken last year, would be helpful, especially for the new members. CDAC members agreed and asked staff to set up the tour. Members discussed potential dates and times for the tour. Mr. Rozell asked about the status of Fairoaks and whether this was a private company asking for assistance with their apartment complex improvements. Ms. Ross indicated that Plano Community Homes the owner/manager of Fairoaks was a non-profit housing corporation but, that the committee may want to ask about how they are structured. Ms. Morgan asked if Fairoaks had been funded before. The organization had been funded in 2007 for sidewalks/accessibility improvements. Ms. Briggle asked if the DAHC Affordable Housing Opportunity (AHOP) program and the City’s Homebuyer Assistance Program were the same 40 Page activity. Ms. Ross explained that DAHC actually purchases the housing unit and renovates it prior to sale to an eligible household. The City’s program provides down payment and closing cost assistance. Ms. Ross also stated that she had asked each non-profit applicant for a copy of their Articles of Incorporation, current by-laws, board of directors roster, etc. She asked the CDAC members if they wanted to see any of the additional information, such as the board roster. Members agreed that Ms. Ross should review the submitted information and forward any comments or concerns to the committee. Members discussed the future meeting schedule. It was agreed that February 11, 25 and March 4 at 5:30 pm would be the meeting dates. Applicants will be requested to attend one of the meetings to present their funding request and answer any questions the CDAC members may th have. If needed, another meeting will be held on March 11to finalize the committee’s recommendations to City Council. The meeting was adjourned. Community Development Advisory Committee February 11, 2013 Approved Minutes Members Present: Amber Briggle, Bob Gorton, Valda Morgan, Scott Rozell, John Siegmund, Larry Varnes, Dorothy Watts and Ira Weinstein Staff Present: Barbara Ross Scott Rozell, vice-chair, called the meeting to order. Mr. Rozell asked members to review the minutes and inform staff if they had any revisions. Larry Varnes moved that theminutes be approved as written. Ira Weinstein seconded the motion. The motion was approved unanimously. Luisa Rodriguez-Garcia, Community Development Coordinator, gave a presentation on the City’s Homebuyer Assistance Program (HAP). She provided a copy of the program guidelines to CDAC members. Ms. Rodriguez-Garcia reviewed the HAP guidelines. She noted that the new interpretation of the HOME program indicated that the City would be responsible for monitoring of the property for the length of the City’s lien, even if that period was longer than what was required by the HOME program.As a result, staff has decreased the number of years that the property would be held in trust by the City to five years.John Siegmund asked what happens if the household moves out before the end of the five-year period. Ms. Rodriguez- Garcia stated that it is pro-rated. What the household pays back is either based on the amount they receive from the sale of the property or if they choose to rent it, they would be required to pay back 100%. She then reviewed the requirements for households that wish to participate in the program. Ms. Rodriguez-Garcia stated that in the new guidelines, all housing units must be built after 1970. This is an attempt to ensure that the housing purchased through the program does not have significant problems that would not be discovered during the general inspection. 41 Page Ms. Rodriguez-Garcia added that currently most assisted units are post-1970. Mr. Varnes asked why there was so much residualfunding. Ms. Rodriguez-Garcia explained that the housing slump had affected the program. Very few homes were purchased under the HAP over the past two to three years. She indicated that the market had now picked up and she expected to use all of the existing funding and the requested funding during the next year to 18 months. Mr. Rozell asked about the foreclosure rate on HAP-assisted units. Ms. Rodriguez-Garcia responded that the program’s foreclosure rate was 3.3% which is significantly lower than the general mortgage foreclosure rate of 10%. Mr. Rozell asked if the $5,000 for repairs was a loan. Ms. Rodriguez- Garcia stated that it was a grant similar to the assistance Denton residents receive under the Minor Repair Program. Dorothy Watts asked ifthe service population included every household assisted since 1992. Ms. Rodriguez-Garcia indicated that this was correct. Ms. Watts asked about the low number of African-American households that had been assisted. Ms. Rodriguez- Garcia reviewed the outreach methods used by staff to ensure that program information was available. She also noted that staff had worked with SouthEast Denton Neighborhood Association (SEDNA) leaders to set up some credit classes. She commented that staff was open to any suggestions regarding how to expand outreach efforts. Valda Morgan asked if there were any age requirements. Ms. Rodriguez-Garcia stated that the program was for adults age 18 and over. Mr. Rozell asked why the buyers were coming back. Ms. Rodriguez-Garcia commented that both buyers and Realtors were coming back into the market. Amber Briggle asked if there was a waiting list. Ms. Rodriguez-Garcia stated that the program was first-come, first-served so there was no waiting list. Gordon Meredith, Residential Construction Specialist, presented information on the Minor Repair Program. He stated that all assisted households are at 65% of the area median income (AMI) or below. He added that a large number of elderly homeowners have participated in the program. Mr. Siegmund asked the age that is considered “elderly.” Mr. Meredith indicated it was age 65 and over. Mr. Varnes asked about past funding that had not been expended. Mr. Meredith stated that a large number of HVAC units that went out during thesummer of 2011. Staff thought that this would probably happen again in 2012 but, this was not the case. Mr. Siegmund commented that he was impressed with the quality of repairs and asked how staff determined who would complete the repairs. Mr. Meredithresponded that staff has a list of contractors that have expressed an interest in bidding on these projects. Staff gets three bids per project and chooses the “lowest responsible bidder” to complete the repairs. Advertisements are run in the newspaper and information sent out in the newsletter to encourage local contractors to sign up to get on the list to receive the requests for a bid. It was noted that professional fees and lead testing were included in the application request. Mr. Rozell asked if the program could be partially funded. Mr. Meredith indicated that the requested amount would serve approximately 38 households with repairs averaging $3,500 per unit. Ms. Morgan asked about the tight timelines for the emergency repairs and how staff addressed it if the homeowner needed a lot of repairs. Mr. Meredith stated that if this is the case, staff recommends that they ask to be put on the Home Improvement Program waiting list. Ms. Ross commented that staff tries to ensure that homeowners do not rely on the City for all their repair needs. Staff encourages homeowners to save for repairs. Mr. Weinstein asked how much it costs to replace a water heater. Mr. Meredith responded that it costs $850 -$1,000. It was noted that there was no waiting list for the MRP. Alma Espino, Housing Programs Manager, gave the presentation for the Home Improvement Program funding request. She stated that the funding requested will rehabilitate and/or reconstruct seven housing units. During the presentation it was noted that CD staff monitors clients, including doing drive by checks of the property.Ms. Espino stated that during a dry 42 Page period, if a homeowner had no grass then they probably were not watering their grass.This usually results in a home visit to talk to the homeowner and advise them of the dangers and the fact that any necessary repairs would probably not be covered under warranty if the foundation went bad.Ms. Espino explains that staff continues to monitor the units, including whether the owners are maintaining their insurance and that they still reside in the unit.They also contact owners if they have concerns about property maintenance such as not watering the foundation during periods with little or no rain.Mr. Varnes asked how staff decides whether to rehabilitate or reconstruct the structure.Ms. Espino explained that staff looks at the cost per square foot. When the cost of a rehab per square foot exceeds the program guidelines, a reconstructionis considered. Ms. Espino explains that staff continues to monitor the units, including whether the owners are maintaining their insurance and that they still reside in the unit. They also contact owners if they have concerns about property maintenance such as not watering the foundation during periods with little or no rain. Mr. Varnes asked how staff decides whether to rehabilitate or reconstruct the structure. Ms. Espino explained that staff looks at the cost per square foot. If it is over the program guidelines limit, then a reconstruct is recommended. However, the owner can refuse the reconstruct and would not then be able to participate in the program. Ms. Morgan asked how long the program had been in existence. Ms. Ross indicated that the rehab program started in 1985 but, the City did not start doing reconstructs until the mid-1990’s when HOME Program funds became available. Ms. Morgan asked if they were maintaining the properties. Ms. Espino responded that Successful Homeownership classes are provided but, sometimes the units are not maintained and staff sometimes contacts the owners and offers advice if requested. Mr. Varnes asked about funding from previous years that had not yet been spent. Ms. Espino explained that some of the funds were already encumbered for specific projects and that staff expected to encumber most of the available funding by August. Ms. Ross pointed out that the new funding would not be available until August or September and the residual funding would be used to complete projects during the remainderof the 2012-13 program year. It was noted that the Home Improvement Program is responsible for increased property values and therefore, tax revenue increases. Ms. Espino indicated that staff has done some door to door flyers and other advertising targeted to lower income neighborhoods. Ms. Espino also noted that staff works with the owners to make sure they maintain the property and their insurance. She stated that rehabilitation projects usually start at $45,000. Ms. Morgan asked how large the reconstructs were and how much they cost to complete. Ms. Espino stated that they are approximately 1200 square feet and due to the fact that the units are now meeting Energy Star standards, the cost is starting at approximately $90,000. Mr. Gorton noted that this was approximately $72 per square foot which is less than market new construction which is about $82 per square foot. Ms. Ross noted that staff will be requesting some general funds for staff salaries. This will allow more of the funding to go directly to the projects. Mr. Varnes asked for some additional information on funds that are currently available for these programs. Ms. Ross stated that she would ask staff to prepare reports for the HIP, HAP and MRP that will show how much funding is available, how much is encumbered to existing projects and an estimate of what will be encumbered by August. nd Members discussed the tour on February 22. They agreed to begin the tour around 1:30. Mr. Varnes moved to adjourn. Mr. Weinstein seconded the motion. The meeting was adjourned. 43 Page Community Development Advisory Committee February 25, 2013 Approved Minutes Members Present: Amber Briggle, Bob Gorton, Gerard Hudspeth, Valda Morgan, Scott Rozell, John Siegmund, Larry Varnes, Dorothy Watts and Ira Weinstein Staff Present: Barbara Ross Gerard Hudspeth, Chair, called the meeting to order at 5:30 pm. He asked CDAC members if th they had any corrections to the minutes of February 4. Larry Varnes moved to accept the minutes as written. Ira Weinstein seconded the motion. The minutes were approved unanimously. Jim Mays presented the request for funding for improvements to the Mack Park Playground. He presented information showing the location of the park and a description of the aging equipment. Mr. Mays provided demographic statistics on the service area of the park including that the area is 57% low/mod. He noted that Lee Elementary School is in the vicinity of the park and that 77% of the students at the school are considered economically disadvantaged. Mr. Mays explained that the new playground would be ADA compliant. Committee members asked about the age of the existing playground. Mr. Mays responded that some of the equipment was from the 1970’s and some from the early 90’s. He described the new equipment that would be installed and stated that the Parks Department would provide $15,000 in funding for the project. Mr. Varnes asked if there are any other parks in the city with this type of equipment. Mr. Mays stated that this type of equipment was brand new and therefore was not yet in any of the other parks. Mr. Varnes asked about the equipment’s useful life and Mr. Mays responded that it was 20 to 25 years. Bob Gorton asked if the current playground footprint would be the same or if additional space would be used. Mr. Mays stated that the space would be expanded. Mr. Hudspeth asked how old the equipment at Briarcliff Park was and Mr. Mays indicated it was about 24 months old and the equipment planned for Mack Park was much better. Amber Briggle asked if they would have to take down any of the trees in the area. Mr. Mays said that they would not have to take down any trees. Mr. Rozell asked if there was any information regarding how many neighborhood residents use the park. Mr. Mays responded that he had no statistics but, that you always see children playing in the park. Mr. Rozell asked if Lee Elementary has indicated that they would like to use the park facility. Mr. Mays stated that the school officials had not contacted them directly. Mr. Gorton commented that the playground is packed on Saturdays. John Siegmund said he wanted to take another look at the equipment, and added that, from the presentation pictures, it seemed to be in good shape. Becky Diviney presented the funding request from the City’s Engineering Department. She noted that she would be giving the committee some new cost estimates due to the increased costs of these types of projects. She reviewed both the Baldwin & Ramey Circle and the Duncan and Kerley Water & Sewer projects. The total amount requested for the Duncan and Kerley Street project has been increased to $353,000. Mr. Weinstein asked if they could find other funds if the CDAC was only able to recommend $200,000. Ms. Diviney indicated that staff would need to 44 Page determine in which areas the improvements were most needed. She noted that the projects could be divided up into Phase I and Phase II. Members asked Ms.Diviney about dividing up the projects. They discussed the problems of digging up the street twice if the sewer and water projects were not completed at the same time. Ms. Diviney reviewed street overlay vs. replacement of the street. Mr. Hudspeth asked what effect these projects would have on DCTA’s new maintenance facility. Ms. Diviney indicated that DCTA would be tying into existing facilities. Mr. Hudspeth asked that if there are problems now, and DCTA ties in, would it cause additional water and sewer problems for the residents. Mr. Varnes suggested that perhaps the development would help off-set the costs of the projects. Ms. Ross mentioned impact fees. Ms. Diviney indicated that they would certainly be paying tap fees. Ms. Diviney then reviewed the past projects that were funded with CDBG. Mr. Hudspeth asked if there was a problem with the Crescent Street Sidewalk project. Ms. Ross indicated that she had talked with Frank Payne, the City Engineer and he stated that they had another source of funding that they could use to complete the project and it would go forward. Ms. Briggle asked if Ms. Diviney could break down the project cost for the various parts of the project. Ms. Diviney indicated that she would get this information to the CDAC. She added that it was always in the best interest of the residents to do the water and sewer at one time. Ms. Watts asked if Engineering was just asking for the construction portion of the project. Ms. Diviney stated that this was the case. All other costs would be covered by Engineering or Water/Wastewater. Glenda Blackwell from Fairoaks told the committee members that Lee Ann Hubanks was not able to attend the meeting. Ms. Blackwell provided a history of the Fairoaks units, stating that in 2006, Plano Community Homes (PCH) began managing the senior complex. In 2011, ownership of the units was transferred to PCH. Fairoaks was built in 2000. Ms. Blackwell stated that Ms. Hubanks will be requesting Federal Home Loan Bank (FHLB) funds and a loan from HUD to make some additional repairs that would directly benefit the clients. She reviewed their request for funding. Improvements include 1) fire extinguishers for each unit; 2) water cutoff valves for each unit; 3) new water heaters; 4) repair ofwiring issues. It was noted that residents may now be paying for the utilities of other residents due to the poor wiring that was initially installed. Mr. Siegmund asked if the water heaters would be gas or electric. Ms. Blackwell indicated that the complex is all electric, no gas. Mr. Weinstein asked about the cost of the water heaters. Ms. Blackwell was unsure about the cost but noted that they would be energy-efficient units. Mr. Varnes commented about the FHLB grant for $350,000. He noted that it was another funding source besides the $96,000 in CDBG funds and asked Ms. Blackwell to confirm. She indicated that Fairoaks was requesting funding from three sources including CDBG and FHLB. Ms. Blackwell added that they would be paying back the HUDloan and that the tenant’s contract rent would also be increasing. Mr. Varnes asked if Plano Community Homes was a non-profit or for- profit. Ms. Blackwell stated that it was a non-profit organization. Mr. Hudspeth asked how long after the Fire Department inspection did they have to bring the property up to code. Ms. Blackwell responded that they had one year. Mr. Hudspeth asked which items had to be completed to bring the units up to code. Ms. Blackwell stated that all the repairs were needed for code compliance. Mr. Rozell asked what the rental income was used for. Ms. Blackwell stated that the rental income is used to pay staff and utilities and that it balances out. Mr. Rozell asked why the property was transferred to PCH. Ms. Blackwell explained that the Board of Directors of Fairhaven and Fairoaks felt that they could no longer manage the facility. Mr. Hudspeth asked that Ms. Blackwell provide a priority listing of the requested work items. 45 Page Members discussed the date for the meeting during which they will develop Council recommendations. It was agreed that an additional meeting should be set up for this purpose. th Members set a tentative meeting date of March 18for the final meeting. The meeting was adjourned. Community Development Advisory Committee March 4, 2013 Approved Minutes Members Present: Amber Briggle, Bob Gorton, Gerard Hudspeth, Valda Morgan, Scott Rozell, Larry Varnes and Ira Weinstein Staff Present: Barbara Ross Gerard Hudspeth, Chair, called the meeting to order at 5:30 pm. He asked CDAC members if th they had any corrections to the minutes of February 11. Scott Rozell moved to accept the minutes as written. Ira Weinstein seconded the motion. The minutes were approved unanimously. Jane Burda Provo, Executive Director of Denton Affordable Housing Corporation (DAHC) presented their request for funding. She noted that previously DAHC had requested funds for the Affordable Housing Opportunity Program (AHOP) however, when the real estate market tanked, DAHC then asked for funding to renovate various rental properties owned by the Community Housing Development Organization (CHDO). Ms. Provo stated that the market has now stabilized and therefore, DAHC is requesting $75,000 to support the purchase, renovation and sale of three AHOP housing units. It was noted that DAHC receives a 10% discount on HUD foreclosures. The $75,000 in HOME funds will allow them to borrow less and pass the savings along to the low to moderate-income homebuyers. HOME funds keep costs down. Ms. Provo also stated that the lending criteria have tightened up and it is more difficult for the population DAHC is assisting to get mortgage loans. The average renovation costs are now $12,000 to $18,000 per unit. Ms. Provo stated that DAHC is also asking for the maximum in operating funds which is no more than 5% of the City’s total HOME allocation. She added that DAHC’s record has been good. Their rental units serve very low income tenants. The homeowners are at 70 to 80% of the area median income. Mr. Rozell asked about the income levels and Ms. Provo gave an example of the area median income. Larry Varnes asked how many families they could assist with the $75,000. Ms. Provo stated that initially it would be three families, probably up to twelve individuals and then DAHC would continue to use the program proceeds to purchase other units to assist additional families. Valda Morgan asked what type of renovations they do on a project. Ms. Provo listed plumbing, electrical, some appliances are replaced, painting and roofing. Ms. Morgan asked if they knew what properties they would be purchasing with the $75,000. Ms. Provo stated that they would be looking at the HUD foreclosure lists but, did not yet know what units they will be able topurchase. Amber Briggle asked about the difference between AHOP and HAP. Ms. Provo stated that AHOP included acquisition and renovation of the unit. The HAP program is down payment and closing costs assistance to a unit that the buyer 46 Page has chosen. Mr.Varnes asked how many families would be served if the funds were used to upgrade rental units. Ms. Provo noted that some of the AHOP funding comes back and can be used to assist other families. The rental rehabilitation funds are used on only one unit. Wendy McGee, Executive Director and Margaret (Sam) Bays, Board President, presented the funding request for Fred Moore Day Nursery School (FMDNS). Ms. McGee discussed the recent CDBG-funded improvements to the school and how they have improved the programs and made the facility more inviting. It was noted that with the requested funding, FMDNS will be able to care for another 26 children under the age of two. They are currently at their maximum capacity of 76 and have 57 children on the waiting list. Ms. Bays stated that Ms. McGee was responsible for implementing the higher quality programs. Several of the teachers are now credentialed under CDA. The daycare has a very diverse group of children. It was noted that some came from other countries and learn to speak English at the daycare. Many of their heads of household are attending school, getting a better education to be able to better provide for their family. Some of the households served are victims of domestic violence. It was noted by Ms. McGee that most of the families are very low income. Ms. Bays noted that at one time FMDNS had severe debt problems but now the agency has approximately $100,000 in operating reserves. Ms. Bays reviewed the work that had been completed with the first grant –Phase I. She noted that Phase II will also provide a safe entrance for parents to drop off children at the daycare with the parking lot improvements. The request for funding of Phase III includes building an activity room with an office area. The office built in Phase II will become another classroom. Ms. Bays noted that the activity room will allow the children to play indoors when the weather is bad. She added that it includes $18,000 in design and $18,000 in equipment. This addition would allow the daycare to serve 100+ students. Mr. Weinstein asked about the cost of the services. Ms. McGee explained that it depended on income and family size. An average would be about $400 per month. The lowest rate for pre-K is $70 per week. It was noted that most families saved about $400 per month at FMDNS. Ms. Briggle asked what happens to the 57 families on the waiting list. Ms. Bays pointed out that the infants to two years old generally have no place else to go. Either a family member or someone else that is not licensed would take care of the child. Mr. Rozell asked about the funding and the work to be completed in Phase II. Ms. Bays stated that Phase II was $286,400 and listed the improvements to be completed with those funds. Ms. Ross asked if the Board had approached the DentonISD regarding the reversion clause in FMDNS’s current deed to the property. Ms. Bays indicated that they had not spoken with any District officials. Mr. Weinstein asked about other funding sources, including the $100,000. Ms. Bays indicated that there were no other funding sources and the $100,000 was the organization’s operating reserve. She noted that it could be used for other repairs. Ms. McGee stated that they would have to “outfit” the infant rooms and possibly use some of the reserves. Ms. Morgan asked if the DentonISD helped with the curriculum. Ms. McGee stated that some of the board members were DentonISD employees and they are very helpful. Mr. Varnes asked if they were granted funds how soon the project would be completed. Ms. Bays stated that it would take about six months. Mr. Hudspeth asked if this was an “all or nothing” request. Ms. Bays indicated that they might be able to find other funding for the equipment. Kayce Strader and Pat Smithdescribed the mission of Serve Denton. Ms. Strader stated that the new facility they are developing will serve women with children who need housing. These mothers are currently living in their cars, on couches or in hotels. The Wheeler Center will also house various non-profit organizations that can provide needed services. The new facility will 47 Page provide housing for up to four families. Ms. Strader described the proposed playground project. This will provide a place for the children in the transitional housing to play. Mr. Gorton asked about the location and safety of the playground. Mr. Smith indicated that it would be fenced. Mr. Weinstein asked if Serve Denton had been funded in previous years. Mr. Smith stated that they had not received any past funding. Mr. Rozell asked for a confirmation that the facility would serve four families. Mr. Smith stated that, at one time, it would be able to serve four homeless families or those coming over for classes. The address of the facility is 821 N. Elm Street. Ms. Morgan asked approximately how many children would be assisted. Mr. Smith stated that up to 20 children could be served. Ms. Briggle confirmed that this was at the Wheeler Center on Elm Street not out on highway 380. Mr. Smith indicated that she was correct. Ms. Briggle also pointed out that this facility was on the bus route and that this would be good for the families. Mr. Varnes asked if the turnover for the year would be about 12 families. He noted that the application stated 240 persons annually would be served. Mr. Smith stated that each family would probably only be there about four weeks. Mr. Rozell asked about the $25,000 amount and if the project had been bid out. Ms. Strader indicated that it was and it would probably takea couple of months to complete. Mr. Smith indicated that the bid was $23,000. Ms. Ross noted that the project would have to be re-bid with the Federal wage and labor standards information included in the bid. Mr. Weinstein asked if they would be able to get $25,000 from other sources. Mr. Smith stated that Serve Denton would like to make this a “community” project and are therefore asking for funding from the City. Members continued to discuss the playground safety, surface and location issues. Mr. Smith gave the members a brief history of Serve Denton. Ms. Briggle congratulated Serve Denton for all the work they have done to improve the community. It was noted that Virgil Strange is doing the construction work on the project. Members agreed thatthe meeting to develop their City Council recommendations would be on th March 11at 5:30 pm. Members briefly reviewed some of the requests. Comments were made regarding the amount of past funding received by Fred Moore Day Nursery School. The use of CDBG funds for public works projects was discussed. Some members indicated that they thought the funds should be used for other purposes. Ms. Ross stated that she would send out the ranking forms to members. She asked them to complete the ranking formsand return them so that she could have the information available for th the March 11meeting. The meeting was adjourned. Community Development Advisory Committee March 11, 2013 Unofficial Minutes Members Present: Amber Briggle, Bob Gorton, Gerard Hudspeth, Valda Morgan, Scott Rozell, John Siegmund, Larry Varnes, Dorothy Watts and Ira Weinstein Staff Present: Barbara Ross 48 Page Scott Rozell, Vice Chair, called the meeting to order. He asked members if they had any revisions to the minutes. Ira Weinstein moved that the minutes be approved as written. Larry Varnes seconded the motion. The minutes were unanimously approved. Mr. Rozell asked members if everyone was able to review the email from Ms. Ross that included the rankings from CDAC members. Ms. Ross briefly reviewed the ranking results. Amber Briggle began the discussion regarding which projects should be funded for the 2013-14 program year. She commented that the CDBG and HOME allocations provided less than $1 million for these projects. Ms. Briggle added that perhaps other City funding was available for the water and sewer projects. It was suggested that the water/sewer projects be taken out and then the committee could look at what was available for the other projects. Mr. Weinsten stated that he took out funding for the sewer projects and cut the Home Improvement Program (HIP) and Denton Affordable Housing Corporation’s (DAHC) request. He noted that after reducing the requests in this way, there was sufficient funding for almost all of the other projects. Mr. Varnes stated that he looked at the persons assisted per dollar. He noted that the sewer projects costing $620,000 served 57 households. Mr. Varnes noted that HIP was the most expensive per household but that it did improve neighborhoods and provide other advantages. Ms. Ross commented that HIP also increased the appraised value of these properties. Members discussed the Fairoaks request. It was noted that the Fairoaks project appeared to be a substantial amount of funding for a small number of people. Mr. Varnes noted that other grants were evidently available to Fairoaks. Bob Gorton noted that Plano Community Homes did not obtain Fairoaks by purchasing it. He stated that it was a transfer from one non-profit to another. Mr. Gorton noted the salary level of the executive director was high and based on this it appears the 501 C3 (non-profit) was doing well. Valda Morgan indicated that she felt that the committee should look at the residents that will be benefitting and their needs. Ms. Briggle asked the committee members to consider the other sources of funding that might be available for each of the projects. She added that the Mack Park improvements could partially be funded by the City but, that CDBGwas possibly the only funding available to Fred Moore Day Nursery School (FMDNS). Ms. Briggle commented that if CDBG and HOME were the only funding available for a project/program then the committee should take that into consideration. Mr. Varnes commented that at the community input sessions the cry-out was for affordable housing. He asked why DAHC only asked for $100,000. Ms. Ross stated that both the City and DAHC carry out affordable housing programs. She added that the reason they are not asking for more than $100,000 is probably because they have not yet begun spending their 2012-13 funding as was noted in the budget information committee members were provided. Mr. Varnes asked if this was due to the real estate market. Ms. Ross stated that this was why there was a slowdown in the Affordable Housing Opportunity Program (AHOP). The 2012 funding was originally allocated for improvement of DAHC’s rental properties but they are now requesting a budget revision to be able to use some of the funding for AHOP. Mr. Varnes commented that it would seem that the rental program assisted more families. Mr. Rozell asked who owned the rental properties. Ms. Ross stated that DAHC owns the rental properties that they are renovating. She 49 Page noted that DAHC also works with MHMR, HOPE, Inc. and Friends of the Family to house some of the individuals and families that those agencies are assisting. Bob Gorton suggested that the committee look at the rankings and fund those at the top of the list until the funding runs out. CDAC would then look at what projects/programs they would like to take funding from to support other projects. Members agreed to the process. He stated that the Minor Repair and Serve Denton programs were at the top. Home Improvement was next and then FMDNS. Ms. Ross requested that the committee use the HOME funds for DAHC and HIP rather than splitting them between three programs. She indicated that this would make the record-keeping easier. Mr. Rozell asked about the percentage of HOME funding that was required to be allocated to DAHC. Ms. Ross explained that 15% of the City’s HOME allocation was required to go to housing projects carried out by Community Housing Development Organizations (CHDOs). DAHC is Denton’s only CHDO. Members agreed to include $100,000 for DAHC. Ms. Ross spoke to the reduction of HIP funding. She indicated that the program completes both rehabilitations and reconstructs. She indicated that the reconstructs are expensive, but that the new units that will bein good shape for a long time and benefit the entire neighborhood and the community. Ms. Ross commented that HIP is about to commit all current funding to projects. Members continued to discuss the funding of various projects including Mack Park and Fred Moore Day Nursery School. Members asked Ms. Ross if she had received any additional information on the projects. Ms. Ross stated that Ms. Diviney from Engineering had contacted her and indicated that the DCTA facility that will be built will have noimpact on the sewer lines for which they were requesting funding. Members discussed any funding that FMDNS might be able to find from other sources. Ms. Morgan and Ms. Briggle reminded members that Ms. Bays had said that the $18,000 for equipment couldpossibly come from another source. Mr. Weinstein noted that FMDNS had a $100,000 reserve fund. Members discussed the fact that funding dedicated to FMDNS will support hundreds of families over a long period of time. Ms. Ross asked Mr. Gorton about the reversion clause in the deed. Mr. Gorton stated that the property could not be sold by the Denton ISD. Mr. Rozell asked if it was a major concern or simply due diligence in noting the reversion clause. Ms. Ross stated that it would only be a problem if FMDNS ceased to provide services. She indicated that this would probably not happen within the five-year period after completion of the project but, that the committee and Council did need to be aware of the reversion clause. Mr. Rozell asked if additional funds needed to be allocated to Serve Denton. He noted that Ms. Ross had indicated to the Serve Denton representatives that, though they had bid out the project, it would have to be bid again with the Federal labor standards requirements included in the bid. This could increase the cost. Ms. Briggle stated she felt Serve Denton could get any additional funding needed for the project. Mr. Gorton stated that the contractor may be willing to do the additional paperwork at no cost. The priorities of Fairoaks were discussed. Mr. Varnes suggested providing Fairoaks with a portion of their request. Ms. Watts noted that Fairoaks prioritized their request. It was noted that hot water heaters and electrical work was needed. Ms. Brigglementioned the fire extinguishers. Ms. Ross commented that since the extinguishers are removable equipment, they would have to be tracked for their useful life. She added that staff capacity is limited and tracking equipment for agencies and city departments would be very time-consuming. Mr. Varnes suggested taking 50 Page the individual house meters off the Fairoaks request. Mr. Rozell again mentioned the highly compensated leadership and the idea that they should have looked carefully at the facility before accepting it. Ms. Briggle commented that the Home Improvement Program had really contributed to the improvement of neighborhoods. She stated that the tour the committee took showed those improvements. It was suggested that Mack Park funding be cut tofund the HIP. Ms. Morgan suggested that the water shut-off valves at Fairoaks at $17,250 be recommended for funding. Members asked if they could earmark the funding for specific work items. Ms. Ross indicated that they could support $17,250 in funding for the water shut-off valves at Fairoaks. The contract would state that. Mr. Varnes asked if Mack Park is in a particularly low-income area. Mr. Gorton stated that of all the parks in Denton, Mack Park fits the low-mod needs category. Mr. Rozell asked what would happen if the funding amount changed. Ms. Ross indicated that if it is a significant amount of funding, the CDAC would be asked to review the projects/programs and determine where the cuts or increases should go. Members discussed the possibility of moving funds from HIP to Minor Repair. Ms. Briggle was interested in providing additional fund to HIP if possible but, stated she was comfortable with the amounts. Mr. Rozell added that Fairoaks possibly could find funding from other sources. Ms. Ross stated that the only funds that have been available for HIP and HAP was from the Federal Home Loan Bank but, that the City hasn’t received those in the recent past. Ms. Ross noted that the Housing Rehabilitation Program (now HIP) was started in 1985 with the City’s first CDBG allocation and that it has been a very important program since that time. Mr. Siegmund commented that his ranking was very similar to the committee’s overall ranking of the projects/programs. On the funding he stated thathis funding choices were pretty much in line with his. Mr. Rozell reviewed the funding information. Ms. Briggle asked the committee to consider transferring the Fairoaks funding to HIP. Ms. Morgan noted that Fairoaks had received funding for sidewalks several years ago. Mr. Hudspeth commented about the substantial amount of funding that FMDNS is requesting. Mr. Varnes indicated that he feels comfortable providing additional funding to complete the project. Mr. Hudspeth mentioned the City’s purchase from a technology company. He noted that there was no red flag but the City has lost funding due to this company going under. Mr. Hudspeth added that last year’s FMDNS funding is just now being used. Mr. Rozell agreed that if current year funding has not been spent, the committee may want to wait and fund the additional work at a later date. Ms. Briggle pointed out that the City may not continue to receive this funding. Mr. Varnes commented again about the families waiting for services from FMDNSand how the proposed project will allow them to serve additional families. Mr. Hudspeth stated that there was a definite risk and yet he understands the need for the service and how the agency has come back. He asks Ms. Ross to explain the expenditure requirements. She explained what a “program year” is and the 1.5 times the current allocation amount as the maximum that the City can have in their Federal letter of credit. Mr. Siegmund asked Mr. Hudspeth to explain the Denton Record Chronicle article regarding the Tech Services computers and how it applies to Fred Moore. Mr. Hudspeth explained the article and how he related it to the risk involved in the FMDNS project. Mr. Weinstein stated that the investment in these children was very important to their future. Members discussed the earlier letter from the school 51 Page district stating that they would work with the City to continue providing services to low and moderate-income if FMDNS stopped providing services. Members left the $268,400 amount as the proposed budget for FMDNS. The following budget was reviewed: Denton Affordable Housing Corporation -$100,000 Fairoaks Facility Improvements -$17,250 Fred Moore Day Nursery School Improvements -$268,400 Homebuyer Assistance Program -$150,000 Home Improvement Program -$334,781 Minor Repair Program -$86,129 Serve Denton, Wheeler Ctr Playground -$25,000 Gerard Hudspeth made the motion to approve the recommendations as stated. Ms. Watts seconded the motion. Mr. Rozell asked if there was any discussion. Ms. Briggle asked if anyone had concerns about the Fairoaks allocation. Members discussed the issue. Ms. Ross noted that the funding level for HIP would probably limit the activities to rehabilitation rather than reconstruction. Mr. Varnes indicated that the $17,250 to Fairoaks would affect 41 households and the HIP will affect only one. Ms. Watts asked Mr. Rozell to review the allocations. Members voted seven (7) in favor and one (1) opposed. One member abstained. The proposed recommendations were approved. Ms. Ross stated that she would inform committee members regarding the date that the recommendations would be presented to City Council. The meeting was adjourned. 52 Page MINUTES –APPROVED February 7, 2013 Human Service Advisory Committee Meeting -November 7, 2012 City Hall East, Human Resources Conference Room, Members Present: James McDade, Teddy Griffin, Sheryl English, Sara Bagheri, David Sanchez, Mary Ann McDuff, Victoria Campbell and Stephen Coffey Members Not Present: Mary Behrens Staff Present: Alma Espino Call to Order: Sheryl English called the meeting to order. Oath of Office: Stephen Coffey completed his Oath of Office. Manual : Alma Espino asked if everyone had received a manual. Stephen Coffey stated that he did not have one. One will be mailed. Quorum: Ms. Espino noted that she had learned that a quorum consisted of attendance of 51% of the total committee members that should be on the committee. This would require six (6) members. Introductions: Members introduced themselves and welcomed the new member. Approval of Minutes from March 3, 2012: Ms.English asked if there were any changes on the minutes. Mary Anne McDuff noted a change to the date of the meeting. Mary Anne McDuff noted a correction ofthe year. The minutes stated 2011, when the meeting was in 2012. James McDade moved the minutes be approved as corrected. Sara Bagheri seconded the motion. The minutes were approved as corrected. Chair & Vice-Chair Elections: Ms. English asked for nominations for chair and vice chair. Ms. Griffin, Ms. Bagheri and Victoria nominated Mary Ann McDuff as chair. Ms. McDuff nominated Teddy Griffin as vice-chair. Both nominees were elected by acclamation. HSAC Funding History: Ms. Espino handed out the funding history. Ms. McDuff stated the history and how there used to be more funds. She added that she wanted these funds to keep going up to return to the funding level in 2003-2004. There are more people in need. David Sanchez stated that in the previous year, several members wanted to provide more funding to agencies. Could we notify the agencies of the extra funding? Ms. Espino stated that most agencies ask for what they need, but this could be mentioned at application training. Review & Approve Application, Assessment Tool, and Hearing Format: Members discussed the Human Services Advisory Committee (HSAC) procedures, application, assessment tool, and hearing format. Ms. Espino advised the committee regarding application training for agencies planning to apply for 2012-13 Human Services funds. Applications will be made available to the agencies and would be due January 17, 2013. Staff will make the applications available to the committee via binders or flash drive. All members agreed to a binder. Two members asked for both. Ms. Espino asked if there were any recommendations for revisions to the application. Several changes were noted to Cost Per Unit of Service page. Committee had no other changes to the application or assessment tool. Members approved the application, assessment and current hearing format. 53 Page Schedule Other Meetings: Members discussed and set up four meetings for review of applications and development of recommendations for funding. The following meeting dates were selected: HSAC Application Presentations Thursday, February 7, 2013, 6 p.m. Tuesday, February 12, 2013, 6 p.m. Thursday, February 19, 2013, 6 p.m. HSAC Funding Recommendation Meeting, Thursday, February 28, 2013, 6 p.m. The meeting was adjourned at 7:00 p.m. Human Services Advisory Committee Human Resources Conference Room, City Hall East February 7, 2013-6:00pm-9:00pm Members Present: Mary Ann McDuff-Chair, Mary Behrens, Victoria Campbell, Stephen Coffey, David Sanchez, Ira Weinstein, Teddy Griffin Members Not Present: Sara Bagheri, Sheryl English, James McDade, Mari Metzgar Staff Present: Danielle Shaw and Barbara Ross A Quorum was established. Mary Ann McDuff, Chair called the meeting to order at 6:00pm McDuff welcomed new staff liaison. Membersand staff introduced themselves. All Oaths of Offices are current and complete. Minutes from November 6, 2012 were presented for Approval. The spelling of the names of members, Mary Anne should be amended to Mary Ann and Mari Behrens should be amended to Mary. David Sanchez moved that the minutes be approved as amended. Victoria Campbell seconded the motion. The motion carried. Danielle Shaw reminded members of the Conflict of Interest Policy. McDuff led a discussion of the tools available to members as they begin the review process to make recommendations for this upcoming cycle of funding. The following notes from the agency funding presentations are provided for committee information and review. 54 Page Applicant OrganizationPresentation Time 6:15 p.m. to 6:25 p.m. Camp Summit Presenters from Camp Summit included Carla Weiland, CEO and Kimberley Karl, Board Vice Chair. Camp Summit was provided with five minutes to present information to support its funding request. Agency representatives from Camp Summit thanked the city for past funding support and then shared personal stories from Denton campers who have directly benefited from the opportunity to come to come to camp because of this funding program. Representatives shared that for many of the campers it is the only thing they get to do outside of the home because of the limits of their disability. In addition to the benefits to the campers getting to experience activities most others take for granted and are not typically available to the disabled,representatives provided information on the other benefits to families like respite for family member caregivers. Representatives shared that the program has been able to serve over 500 additional campers this year due to expanding the number of sessions offered and highlighted that what is unique about this program is that there is no age limit and there is longevity in the program. Examples provided is that it serves clients ages 6 to th 80 including one camper who is coming for his 59consecutive year. HSAC members took five minutes to ask the agency questions. The agency was asked to describe the types of families served by programs. Representatives explained that they serve more adults than they serve children, more with developmental delays than physical challenges and with more than one disability. Representatives pointed specifically to increases in clients served with autism and combined down syndrome and autism. The agency was asked about the number staff employed to deliver programs. They explained that it is approximately 70 seasonal FT that allow the camp to provide a necessary 2 to 1 ratio. In questions related to funding, representatives explained that funding is would serve approximately 25 Denton County residents at various levels of funding. Agency was asked specifically how many out of the 1,500+ served are anticipated to be Denton County residents. They estimated approximately 46 persons. Follow up question asked the agency to detail on how many Denton County residents would be served if awarded the total funding request which the agency said that 25 would receive some level of financial assistance. When asked about the cost of camp agency indicated that the average cost families pay is $550.00 of the $1400.00 it cost per camper served. Applicant OrganizationPresentation Time 6:25 p.m. to 6:35 p.m. Court Appointed Special Advocates (CASA) Presenters from CASA included Sherri Gideon, Executive Director. CASA was provided with five minutes to present information to support its funding request. Agency representative thanked the committee on behalf of all the organizations being served by this funding. Representative highlighted that CASA in Denton County is in the top recognized programs in the state based on reviews from Texas CASA and National CASA. It was shared that the agency is also a leader in the state through service on state wide committees and through training and assistance programs provided to other state CASA programs. The four main strategic goals for the agency to 2016 were shared. One, the goal to serve 100% of kids in Denton county. Two, the goal to maintain financial stability. Three, the goal to increase community awareness. Four, the goal to increase diversity of board and staff to reflect clients served. The representative completed the 55 Page presentation answering the question why it should be funding by highlighting: the valueof the investment to the City; the agency’s wise use of resource; that funding programs like this shows that the city cares about its kids; and that the funding helps the agency secure other funding sources because it demonstrated the program’s value. HSAC members took five minutes to ask the agency questions. The agency was asked why it is currently unable to represented 100% of the kids who are in need and what happens when the agency is unable to serve a child. It was explained that the law requires a guardian be appointed so in cases where CASA is not available an attorney is appointed. This means that tax-payer dollars are required at a higher rate since attorneys are compensated at a higher rate than the agency. It was also shared that there was a 16% increase in the number of children needing assistance and agency was impacted by the economic downturn. The representative also highlighted that this increase put a strain on agency manpower and facilities while adding that the agency is currently in the process of improving its ability to serve more clients through facility enhancement and staff increases and realignment. There was a brief discussion of agency’s success in special event funding. Agency was also asked to address if staff were bilingual in order to serve the increase in the Hispanic population served by the agency. Representatives explained what is currently offered is limited and that this is a specifically included in the strategic plan. Applicant OrganizationPresentation Time 6:35 p.m. to 6:45 p.m. City of Denton PARD Presenters from City of Denton PARD included Kathy Schaeffer, Director. City of Denton PARD was provided with five minutes to present information to support its funding request. Members were provided with information about the City of Denton’s day camps name change from King’s Kids Day Camp to the City of Denton Day Camp due to a change in location from MLK Jr. Recreation Center to Denia Recreation Center. This was change that was required because of space needs of other added programs. The camp program was described as a free day camp program offering recreation care to kids ages 5-11 of working parents explained as a program requirement. Details about collaborations with groups like the Foster Grandparentsprogram and scout troops were provided. HSAC members took five minutes to ask the agency questions. The program representative was asked to provide additional details about educational components of the programs specifically related to collaborations with TWU and UNT. When asked to explain what participants would do in the summer without this camp, director explained that the kids would most likely be home unattended. It was asked if the monies requested would be for staff, programs and materials. Representative explained the funding amount request would cover the full cost of the program except transportation. Representative answered that 56 are served when asked how many are served by the program. The program was asked if the change in location would affect the numbers of kids who will be served. It was explained that this was already considered and the review reveled that campers are from a number of areas and most were not in the area around current MLK location. When asked if the program could serve more, the representative explained that 56 is the max due to the limits in available transportation. The program was asked how the Parks and Recreation Foundation impacts funding requests. Director explained that the Foundation’s funding is generally provided exclusively for scholarships for fee based programs. 56 Page . Applicant OrganizationPresentation Time 6:45 p.m. to 6:55 p.m. Communities in Schools Presenters from Communities in Schools included Dana Smith, CEO and Ann Pape, Director of Grant Development. Camp Communities in Schools was provided with five minutes to present information to support its funding request. Agency representatives shared recent accomplishment that an external study showed Communities in Schools was the nation’s leading program in drop-out prevention in at risk youth and a secondary survey by the state showed that the agency had highly rated best practices in working with atrisk youth. Representatives highlighted the State of Texas Legislative Budget Board recent special recognition of the agency’s cost effective results for juvenile delinquency programs and prevention based services and its recommendation for an increase infunding for the agency. Additional results highlighted include 97% of students served stayed in school, 90% promoted to the next grade or graduated, 89% showed improvement in academics, attendance and behavior which are the three primary areas targeted for improvement in at risk students. Agency shared strategic efforts are focused on growing continuum services to serve clients K-12 emphasizing prevention being more cost effective than intervention. On why the agency should be funded the agency stated thatit is cost effective, research based, and has proven results. HSAC members took five minutes to ask the agency questions. Agency presenters were each asked to share personal background and experience. Each presenter provided that detail. The agency was asked to describe how the program, which serves low to extremely low income students, provides mentors and role models. Representatives described how one-on-one counseling services are provided and program elements that recruits and trains volunteers in a mentorship program. It also highlighted collaboration with programs like Big Brothers and Big Sisters and its coordination of specific programs in college and career awareness and activities to introduce students to new experiences and opportunities. Othercollaborations were discussed like those with City of Denton Parks and Recreation, DACU, Beyond School Walls and the Lunch with a Leader program. Break 6:55 p.m. to 7:05 p.m. Members took a short break. Applicant OrganizationPresentation Time 7:05 p.m. to 7:15 p.m. Giving Hope –Transitional Housing Presenters from Giving Hope for the Transitional Housing Program included Alonzo Peterson, Executive Director. Giving Hope was provided with five minutes to present information to support its funding request. Agency representative provided an overview of the type of clients they serve, homeless or at risk of homeless typically households that are made up of single mothers with multiple dependents. Services offered were described to be short-term housing assistance or more long term housing assistance depending client needs and qualifications. Representative described the process of determining assistance around the intake process and offered examples of services provided toward a goal of self-sufficiency including budget counseling, housing stabilization and other related supportive services to address barriers to housing. 57 Page HSAC members took five minutes to ask the agency questions. Agency was asked to explain the volunteer role in the intake process specifically related to the numbers of volunteers reported. Representative explained those numbers. Agency was asked about bilingual services and representative detailed bilingual services offered. Agency was asked to explain the increase in numbers projected to be served by the agency in 2013-2014. Representatives explained increase is due to the expected expansion in funding and a change in program requirements to allow more families to be served. It was clarified that the funding application is requestingdifferent program funding from prior year request adding more long-term transitional housing assistance in addition to short term assistance programming currently funded. Agency was asked if a family can be served more than once by the assistance. Representatives explained that the goal is self-sufficiency but occasionally clients need assistance more than once or through different available assistance programs. Agency was asked to explain growth projections despite a reduction in actual numbers served from previous years. Representatives explained that HUD expansion grant will be making that possible. When asked, the agency confirmed that having adequate funding was the only thing holding the agency back from serving more families. Agency was asked about the name change from Hope, Inc. to Giving Hope. Agency representative explained based on their understanding that is was a result of not refilling a name renewal with the Secretary of State and then the name was filed for by another group. Applicant OrganizationPresentation Time 7:15 p.m. to 7:25 p.m. Giving Hope –HMIS Presenters from Giving Hope for the HMIS included Carl Seiler, HMIS Program Manager. Giving Hope HMIS was provided with five minutes to present information to support its funding request. Agency representative thanked the committee for the invitation. The representative explained that HMIS is website database used by agencies to collect data on homeless and clients served in homeless and homeless prevention programs. It was highlighted that this is generally required by the federal and state agencies funding many of the agencies. Benefits of the system as described by the representative are to help agencies coordinate services, prevent duplication and provide the community with better data about the homeless population. Acceptance and sharing information continues to grow as use increases. Representative shared a brief history of HMIS in the community including its first introduction in 2005 to its more wide spread use. Representative also discussed how HMIS helped with programs like the community’s recent Point-in-Time (PIT) Count administered through collaboration. HSAC members took five minutes to ask the agency questions. The agency was asked for more details about the PIT Count. It was explained as a count of the community’s homeless citizens done ona single day each year. It was discussed how this data benefits the community, agencies serving the homeless population, and partners like the United Way. When asked, the agency confirmed that this funding is for a continuing program not a new program. Additional information was provided to explain how funding the HMIS helps multiple agencies who are required by state and federal funders to use HMIS. It was described that without this funding many agencies would be burdened to pay fees to support the HMIS system. Agencies this funding current supports were listed including Giving Hope, Denton County MHMR, Health Services of North Texas, Salvation Army Denton, CCA, Our Daily Bread. The agency was asked how it collaborates with other groups like United Way and Serve Denton. Representatives described when and how it works with these types of groups. 58 Page McDuff led a brief discussion about the meetings presentations, tools and feedback about the meeting. The next meeting of the committee will be Tuesday, February 12, 2013. The meeting was adjourned at 7:50 p.m. Minutes Respectfully Submitted by Danielle Shaw, Staff Liaison to the HSAC Minutes Approved: February 19, 2013 Human Services Advisory CommitteeMinutes Human Resources Conference Room, City Hall East February 12, 2013-6:00pm-9:00pm Members Present: Sara Bagheri, Mary Behrens, Victoria Campbell, Stephen Coffey, David Sanchez Members Not Present: Mary Ann McDuff, Sheryl English, Teddy Griffin, James McDade, Mari Metzgar, Ira Weinstein, Staff Present: Danielle Shaw A quorum was not established. The meeting was not called to order. HSAC members in attendance welcomed visitors from community agencies to hear scheduled presentations. Notes from those presentations are provided for committee review. Applicant OrganizationPresentation Time Denton Community Health Clinic6:15 p.m. to 6:25 p.m. Presenters from Denton Community Health ClinicAlice Masciarelli, Executive Director and service recipient, Debra Perdue, Board Member. Agency representative shared an overview of how the agency’s services have benefited her personally. Representatives then offered the agency’s fundraising goals. Representative indicated that they are revising request amount after learning the total goals of this HS Funding program. The agency offered details of about how it operates providing physical medical care but that is not able to meet the need of the social and mental health issues in the community. Funding in this request for the counselor position would allow the agency to expand and offer those services. To illustrate specific needs and gaps in health services for low income and “working poor” Denton community residents, individual client stories were shared with the committee. HSAC members took five minutes to ask the agency questions. 59 Page Representatives were asked when the agency started operating and how many clients are currently served. Agency indicated it opened in November 2011 and it now serves 850 patients. When asked how they identify clients the agency indicated that it identifies clients through offering services at Our Daily Bread, using MHMR waiting lists and now word of mouth is a key referral source. They added that they now have to turn away patients. Agency was asked how much theyare revising the funding request. Representatives explained the revised amount is $50,000 to be used to support a full time counselor position. Representatives were asked about how it is able to provide medication. It was explained that medications are provided by low income patient assistance programs through insurance companies. Most patients they serve qualify. The agency answered yes, when asked if patients are repeat clients and it was added that the rate of no-show was a third of what most clinics see. Follow-up questions about how the agency handles walkups and other operations details were discussed. Representatives were asked about the clinic location. In response, the agency explained that in addition to Our Daily Bread on site services, it has use of space through Denton Regional Medical Center. When asked how it manages the high cost of Denton Regional, the agency indicated that the site is accessible and it is a good location since the doctor is already on-site. They are able to save transportation time that without would mean serving 2-3 less patients a day. They shared that they are using Denton regional under a one-year agreement and that due to legal constraints Denton Regional is not able to offer reduced rents. Additional information was provided that they currently have potential space available from Public Children’s Home and that they would ultimately like to set up satellite offices. Applicant OrganizationPresentation Time Denton County Friends of the Family6:26 p.m. to 6:38 p.m. Presenters from Denton County Friends of the Family included Toni Johnson Simpson, Executive Director. Agency representative provided a brief overview of the funding request amount clients, services and length of operation in the Denton community. They have been serving victims of domestic violence and sexual assault for 32 years. The representative provided a detailed description of the funding request that would provide for partial funding of the Director of Shelter Services position responsible for managing the 32 bed facility, 24 hours a day operation, a crisis line, and a range of staff and volunteers who serve approximately 500 clients in residential services. Representative also highlighted non-residential services like legal assistance and counseling programs for adults and children. Representative shared that City of Denton has been funding the agency for the 32 years and the city was the agencies first funding source. Representative also highlighted the agency’s growth from its first $10,000 32 years ago to a current $2 million operation with multiple sites to serve the needs of clients. HSAC members took five minutes to ask the agency questions. Due to a blank page in the application, representative was asked about privacy policies and the number of clients served. Agency indicated that this was not a privacy issue they would provide numbers to the committee. Representatives shared that last year the shelter served approximately 621 individuals and 1300 in non-residential programs. The representative was asked to provide the qualifications for the position to be funded. Representatives explained that it is a full-time position typically held by a master’s degree. Additional detail was provided about the qualifications of the current director who holds a master’s degree in social work, experience in child protective services and experience in other positions within the agency. It was clarified that it is a program director 60 Page level position and funding will be supporting a currently funded position. Representative was asked to clarify how many of the 621 shelter residents were City of Denton (COD) residents. The representative indicated that about 40% are COD residents. A discussion about the status and confidentiality of locations occurred. Representative was asked to explain collaborations with other agencies. The agency partners and collaborates with Giving Hope, Children’s Advocacy Center, CASA Health Services of North Texas, Texas Woman’s University and University of North Texas, and others to deliver services. Examples of those were provided. Agency was asked about staff diversity and its reflection of the clients served. Representative shared that it was except in cases of gender due to increases in adult males being served. Agency internship was discussed in response to a question about programs with universities. Applicant OrganizationPresentation Time Fairoaks6:39 p.m. to 6:49 p.m. Presenters from Fairoaksincluded Lee Ann Hubanks, President and Glenda Blackwell, Director of Campus Administration (DOCA) Agency representatives provided information about the funding request and the staff position that would be funded if awarded. Funding would be for the service coordinator position serving as a liaison to the residents of the program,the community and the management team of the parent agency. Agency tied the work of the position to the City of Denton, Community Development Consolidated Plan including targeting minorities and the elderly, fostering collaboration and resources, ensuringsocial and economic self-sufficiency, and meeting the supportive services needs of domestic violence victims. Examples and client stories were provided to illustrate these services provided by the agency. HSAC members took five minutes to ask the agency questions. Agency presenters were asked to clarify the reported budget of $23,000, and how many residents are served in the facility. Representative shared numbers of residents in the 30% or annual median income is 32 out of the 40 total residents. Agencywas asked if this was the first time it has applied for funding. Representative shared that it had applied before without being funded but that now the agencies owns the building it occupies allowing for more emphasis on the services. The funded position provides would provide resident services that would help keep residents in the apartment longer and keep turnover down. It was described that residents have access to long-term housing. Representatives added that this funding would allow the position to increase from 25 hours a week. Agency was asked about other funding sources. Representative shared that the Flo Foundation provides program funding. Additional clarification of funding sources was discussed including that resident’s pay 30% and HUD pays subsidy on the balance of units valued at $511.00 each. Additional budget numbers were reviewed and discussed. Applicant OrganizationPresentation Time Family Health Care, Inc.6:50 p.m. to 7:01 p.m. Presenters from Family Health Care, Inc. included Patrice Capan, RN,PHCNS-BCExecutive Director. Agency representative thanked the city for past funding support and then gave an overview of the client services offered by the program to low income City of Denton residents for prenatal care. Representativeprovided a historical perspective on how the agency began its service 25 years ago. 61 Page Representative shared information about the general staff composition and qualifications. Representative offered some unique client details like that they frequently are seeing clients for the first time who are already late into the pregnancy and have not had any type of care prior to being served by the agency. HSAC members took five minutes to ask the agency questions. Agency representative was asked to describe how funding subsidy is determined for a client and what types of services and staff are subsidized. Representative provided a description of the types of services provided including initial visits, sonograms, case management and other programs like nutrition. Representative also described the process for qualifying patients indicating that most are extremely low income and are not on Medicaid. Agency was asked to describe how it serves the needs of non-English speaking clients. Representative indicated that sincethey serve a high population of Spanish speaking patients, most staff have some level of Spanish language skills. Agency was asked how clients are identified and representative indicated that primarily clients are referred from doctors, hospitals and other social service agencies. Break 6:55 p.m. to 7:05 p.m. Members took a short break. Applicant OrganizationPresentation Time Denton Christian Preschool 7:10 p.m. to 7:15 p.m. Presenters from Denton Christian Preschool included Alicia Blanca, Interim Director and Gloria Thomas, Board Member. Agency representatives provided an overview of the clients served, at-risk 3-4 year olds in a half day pre-school program. Representatives shared a story about a recent incident that left the agency without a bus for transportation services. The incident lead to the discovery of just how vital transportation services are to the families served by this program. Representatives shared that they are one of the only programs offering this service filling a need in the community. Representatives provided information about the implementation of a new sliding fee structure that has been positively received. The agency still has a waiting list. The new fees have improved revenues for the school. HSAC members took five minutes to ask the agency questions. Agency was asked to confirm that they are able to serve up to 62 in the program. This was confirmed and the class size was discussed. Representatives added that they have the space and ability to accommodate transportation needs but that they are not able to fund staff that would allow for growth. The agency was asked to describe how the funding provided will be used. Agency indicated that funds provide for a bilingual teacher. Agency was asked about turnover due to the annual numbers reported as served by the agency. Representatives clarified that the increase in numbers is a result of a change in the reporting requirement. The numbers now reflect the whole family and not just the children in the day care program. Representatives explained the curriculum in response to a question about the program. They also explained their long-term evaluation program. Representatives also shared how they serve the whole family through referrals for health care, homeless families, job training. When asked about the need for the program, representatives provided information about their waitlist with more than 60 families and that they have the space to serve 13 of those if they had another teacher. The agency was asked how they handle absentees and 62 Page no shows. Representatives shared a static from Nobel laureate and economist James Heckman who showed that early childhood education returns 7% to 10% per child through greater economic productivity and a reduction in remedial education, health careand criminal justice expenditures demonstrating the lifetime of benefit for a small initial investment. Applicant OrganizationPresentation Time Denton City County Day School 7:15 p.m. to 7:25 p.m. Presenters from Denton City County Day School included Carolyn Beach, Executive Director and Teri Rheult, Board Member. Agency representatives provided a basic overview of the clients served and enrollment figures sharing that they serve 2-5 year olds and have 79 clientsout of 80 possible spaces available. Agency explained their current participation in the Ready Rosy program with the goal of enrolling all families in it. Agency discussed new parent involvement initiatives and communication strategies to improve parent information services. Representatives shared strategic goals in fundraising, facility improvements, curriculum and technology improvements, and policy revisions. They highlighted those related recent challenges that resulted in hiring the new executive, review of policies, tightening of fiscal policies. The agency shared data that supported the foundation offered through a pre-school education in preparing students for school and in literacy. Representatives offered information about collaborations with schools like UNT’s Success for Reading program. Agency then details assessment and their pre and post evaluation process. HSAC members took five minutes to ask the agency questions. Agency presenters were asked if they track the progress of client’s long term. Representatives provided an explanation that it was not a formal process as they lack the funding and resources but they have discussed this as a possible future goal. A discussion ensued about the possibility of doing this through a local university. Agency was ask about its fundraising priorities. Representative explained that they are using a variety of fundraising events and campaigns in an attempt to increase fundraising for school improvements. Agency was asked if it offers transportation services. Representatives indicated that this is a parent drop-off program. Agency was ask about afterschool program offerings. Representatives shared that they had done summer programs but that they were not cost effective. They added that they would like to provide this service to the community but the school does not have the resources to subsidize this programming at this time. When asked about fees, representatives shared that they have a sliding fee scale with fees that range from $75.00 to $105.00 a week. Representatives detailed that wait list clients are those not yet eligible for the program. The agency was asked to clarify information about its recent challenges alluded to earlier. Representatives shared that the school has been recovering from tax issues related to prior management. The board took immediate action to resolve the issue once it was made aware of the issue by removing the director, paying debts and enacting new fiscal procedures. Respectfully Submitted by Danielle Shaw, Staff Liaison to the HSAC 63 Page Human Services Advisory Committee Minutes Human Resources Conference Room, City Hall East February 19, 2013-6:00pm-9:00pm Members Present: Mary Ann McDuff -Chair, Sara Bagheri, Victoria Campbell, Teddy Griffin, James McDade, Ira Weinstein Members Not Present: Sheryl English, Mari Metzgar Staff Present: Danielle Shaw A quorum was not established at 6:00pm. The meeting start was delayed in expectation of reaching a quorum. HSAC members in attendance welcomed visitors from community agencies to hear scheduled presentations. Applicant OrganizationPresentation Time Fred Moore Nursery School6:14 p.m. to 6:25 p.m. Presenters from Fred Moore Nursery SchoolincludedWendy McGee, Executive Director and Board Member, Elizabeth Ferring. Agency representatives shared improvements over the last year and emphasize the agency’s importance to the community. Dramatic improvements in program and facilities offer a safer environment for the children. July 2012 saw the completion of facility improvement as well as a scheduled addition allowing the agency to serve 26 more children under the age of 2 and therefore meeting a tremendous need in the community. Currently 76 children are enrolled 56 on the waitlist where 90% are 6 weeks to 2 years old. The agency is providing better qualified staff with 8 CDA credentialed teachers (1 per classroom). It has improved policies for better internal fiscal controls. It has been successful in raising awareness and increasing fundraising activities. It is increasing using collaborations with groups like Community Gardens for fresh products and more nutritious meal options and other services. Agency highlighted that it serves families, single mothers, victims of domestic abuse, etc. all helping build a stronger, more educated, more self-sufficient community. Agency expressed appreciation for previous funding support. Representatives invited members to visit and added that the agency is a primary key contributor in helping children prepare for entering kindergarten. HSAC members took five minutes to ask the agency questions. Representatives were asked to clarify ages of the children served and numbers served. The agency serves 6 weeks to 5 years old with 75% of those being 2 years old and under. The reported numbers in the contract include children in the program and their families. Agency was asked to provide details about the CDA process. Representatives shared that Texas Workforce Commission provides scholarship to the agency for CDA training. CDA requires 20 week preparatory class, competency goal setting, participation in parent surveys that are sent directly to the CDA agency for scoring, observation of teacher from a masters degree level early childhood educator, written test, oral interview and an oral test to verify learners knowledge of child development and classroom 64 Page management. Agency was asked about the teachers needed after the expansion. Agency responded that due to program quality improvements they have more than doubled enrollment over the past year andhave 7 new teachers. Applicant OrganizationPresentation Time Health Services North Texas6:25 p.m. to 6:38 p.m. Presenters from Health Services North Texas included Suzan Stambaugh, RDLD, Director of Quality Improvement and Tamika Terry, Grant Writer. Agency representative shared that for the first time the food pantry has reached capacity of 40 with special nutritional needs and it now has a waitlist. Representatives highlight the difference in this grant from previous years in that they are seeking to fund a full-time case manager in the medical center for prescription assistance. It was explained that this is due to the success in one case manager’s ability to secure free medications saving $714,000 last year. Medication is an urgent need forlow income patients. Agency detailed the process of medication delivery and avenues they have utilized. Agency hopes to serve over 4000 patients in 2013 meaning the agency will have a vital need for an additional case manager. The agency concluded sharingthat it wants to ensure people have a place to go for good quality medical care. HSAC members took five minutes to ask the agency questions. Representatives were asked where the agency is located. Agency provided location information. Agency was asked to describe the impact of the retirement of the agency long-time executive director. Representatives explained the process of transition, the opportunities for new leadership, the staff’s comfort with the change and the strength’s of the new executive director. The agency was asked the agency to talk about the need of the food pantry when Denton already hosts more than 26 food pantries. Representatives described how it is different from other food pantries including regular consistent access to quality food,the people on HIV medication has some specialized nutritional needs, food stamps do not offer enough support, and restrictions of other food pantries limit clients access. Labels, dates and properly packaged foods are vital to these client’s special needs. A discussion was held on different resources utilized. Agency was asked to describe what the priority is if full funding request was not met. Agency added that case manager would truly help identify all community resources available to clients served. Applicant OrganizationPresentation Time PediPlace6:40 p.m. to 6:50 p.m. Presenters from PediPlaceincluded Larry S. Robins, President and CEO. Agency representative thanked the members for the invitation for speak. Representative provided a brief overview of important statistics related to city of Denton residents. The number of kids and how the agency serves them including 34% more office visits, the number of unduplicated is 15% higher. Specifically this is 171 city of Denton residents compared to 149 the same time last year. Projection for this fiscal year of 300 will be low. Demographics and qualification of clients has the expected fluctuations and is consistent overall. The number of newborns served has increased 5%. 40-45 a month last year compared to 50-55 in a month now. Agency added that the main point is that the geography of the agency’s location does not affect its service of city of Denton kids. 65 Page HSAC members took five minutes to ask the agency questions. Agency presenter was asked to detail other organizations they work with for client referrals. Agency offered groups that include the foster care program, CPS, school districts, Health Services of North Texas, Cumberland, etc. Agency was asked to verify that is a nonprofit. This was confirmed. Representative was then asked to discuss salary levels of executive and administrative staff. Agency explained the process used by its board to look at salary and performance by comparison of nonprofits of like size in north Texas and a national salary study by Guidestar that breaks down salary amounts by size, regions, etc. Agency was asked if it ever considered establishing an office in Denton. Representative explained that an upcoming strategic plan process would not be complete without the agency having that discussion and that the discussion has occurred at other times in the past but expense and funding has limited this consideration. Applicant OrganizationPresentation Time Retired Senior Volunteer Program (RSVP)6:51 p.m. to 7:01 p.m. Presenters from Retired Senior Volunteer Program (RSVP) included Diana Corona, Executive Director and Christina Penland, Volunteer Services/Grants Specialist. th Agency representative started by celebrating the agency’s 40year and its growth from 50 volunteers to over 1200 volunteers today. Agency shared a handout to show what volunteers are doing in the community and the needs being met. Agency highlighted that the top three needs are education related, health and nutrition and human needs through services to other nonprofits. Agency then provided a story about two current volunteers who are not only providing service to the community but are also benefiting from the service through personal growth and building relationships. HSAC members took five minutes to ask the agency questions. Agency representatives were asked about programs highlighted by line items in the budget like Homeland Security. How volunteers operate in that type of program was described by representatives. Agency was asked how much of the salary would be supported by the funding. Agency explained that it would fund about half of the specialist’s salary. Agency was asked how activea specific community, Robson Ranch is in their volunteer programs. representatives described the most common ways community members from there are involved includes Ready Reader programs and CERT teams, etc. Break Having reached a quorum, members took ashort break from presentations 7:01 p.m. to 7:06 p.m. to call the meeting to order. A quorum was established. Mary Ann McDuff, Chair called the meeting to order at 7:01pm. 66 Page Minutes from the February 7, 2013 Meeting were presented for Approval. Sara Bagheri moved that the minutes be approved as presented. Ira Weinstein seconded the motion. The motion carried. Notes from the February 12, 2013 agency presentations for funding requests were received by the committee. As there was no additional business, agency presentations resumed at 7:07 p.m. Applicant OrganizationPresentation Time Salvation Army -Denton 7:08 p.m. to 7:19 p.m. Presenters from Salvation Army -Dentonincluded Sgt. Carol Hernandez and Brenda Jackson, Program Coordinator. Agency representatives described that the emergency shelter is generally filled to capacity due to economy, awareness in the community through word of mouth and food pantry. Agency is hoping to grow by going into the senior center, adding a mobile food pantry to college campus. Agency discussed its current social service programs including food pantry, job search, the 1-4 Afternoon Program, permanent housing and job support program. Agency highlighted individual services in the jobs programs. HSAC memberstook five minutes to ask the agency questions. Agency was asked to describe salary range of management staff. Agency detailed the organizational structure of the agency and ranks of staff members. Representatives were asked about their personal tenure with the agency. Agency described the separate locations and services offered at the social services building and church building. When asked about funding agency explained how they manage the separation of funding and services of each. Representatives were asked about details in the funding request including the care kitchen specifically how clients receive meals and qualifications. Representatives explained the details. Agency highlighted that there is no income criteria so all are welcome into meal programs. They also explained the case managers’ role in helping all visitors not just qualified clients. When asked about college students the agency did confirm there is an identified need in the community. The consideration was offered that some, especially the elderly, participate in programs as much as for companionship as for financial need. Agency was asked to talk about how it handles gender and families. Agency provided statistical information about 60% served are single of both genders, most have medicaland emotional needs like bi-poler and PTSD. Agency was asked if it had a need for police intervention. Agency responded that generally they did not due to strong policies and controls. Applicant OrganizationPresentation Time Special Program for Aging Needs (SPAN) 7:21 p.m. to 7:32 p.m. Presenters from Special Program for Aging Needs (SPAN) included Monique Barber, Program Manager. 67 Page Agency representative explained who is serves, homebound and congregant clients. SPAN’s focus is to increase socialization and decrease isolation for the vulnerable. They seek to improve these clients’ knowledge of services available. They use resources in the community for referral. Agency reported seeing an increase in requests for home delivery (75%) and while not as muchas home delivery also an increase congregant meals (25%). Agency discussed the board efforts to ensure relevance and that funding sources are improving but they are seeing a reduction in the number of volunteers. HSAC members took five minutes to ask theagency questions. Agency representative was asked to describe in detail the need for requiring a day in advance ordering in its congregant program and the suggested donation. Agency explained the need to minimize cost and waste and the importance of educating seniors about planning for the availability of meals. A lengthy discussion of the process occurred. Agency was asked to account for the cost of a meal. The agency explained that it was just at $7.47 for the meal and delivery. Additional discussion regarding the previous question continued. Cross streets of University and Malone was provided when the representative was asked about its office location. Agency was asked how many lunches on average it serves. Representatives responded that in Denton it serves five days a week and it serves approximately 125-150 meals on average. Mary Ann McDuff, Chair led a brief discussion about the agency presentations and other feedback from the meeting. The committee was reminded that the HSAC Ranking Evaluation Form should be completed and submitted to Danielle Shaw by Monday February 25, 2013. The next meeting of the committee will be Thursday, February 28, 2013. Respectfully Submitted by Danielle Shaw, Staff Liaison to the HSAC Minutes Approved: February 28, 2013 68 Page UNOFFICIAL Minutes Human Services Advisory Committee Human Resources Conference Room, City Hall East February 28, 2013 -6:00pm-9:00pm Members Present: Mary Ann McDuff-Chair, Victoria Campbell, Sheryl English, Teddy Griffin, James McDade, Ira Weinstein Members Not Present: Sara Bagheri, Mary Behrens, Stephen Coffey, David Sanchez Staff Present:Danielle Shaw and Barbara Ross A Quorum was established. Mary Ann McDuff,Chair called the meeting to order at 6:02pm It was announced that Mary Metzger resigned. In response to a member question about how this effects quorum requirements, Danielle Shaw provided information to the members that the quorum requirements remain the same regardless of positions vacant. Minutes from February 19, 2013 were presented for Approval. Ira Weinstein moved that the minutes be approved as presented. Teddy Griffin seconded the motion. The motion carried. McDuff led a discussion about a new Neighborhood Empowerment Program. Information included the overall scope of the program and that the HSAC will be tasked with handling review of any appeals related to Human Services Projects. Members discussed applications and presentations from agencies seeking Human Services funding through the City of Denton and HUD’s Community Development Block Grants (CDGB) funds. The committee developed recommendations for funding to be presented to the City Council. Victoria Campbell moved that the recommendations developed by the committee be approved for presentation to the City Council. James McDade seconded the motion. The motion carried. Attached are the recommendations. The next meeting of the committee is TBA. Members will be notified of City Council meeting dates when the recommendations will be presented. The meeting was adjourned at 7:45 p.m. Minutes Respectfully Submitted by Danielle Shaw, Staff Liaison to the HSAC Minutes Approved: 69 Page 2013-14 Human Services Advisory Committee Recommendations for Funding 2012-13 2013-14 Funding Recommendation Funding ORGANIZATION Request Award General CDBG Funds Funds 1Camp Summit$2,000 $20,000 $2,000 Court Appointed Special Advocates 2$10,000$15,000$15,000 (CASA) 3City of Denton - Parks and Recreation $15,000 $41,726 $20,000 4Communities in Schools $8,000$15,000$10,000 5Denton Christian Preschool$22,500$28,026$25,000 6Denton City County Day School $31,520$35,000$32,000 7Denton Community Health Clinic NEW$50,000$7,500 8Denton County Friends of the Family $25,000$30,000$25,000 9Fairoaks NEW$25,077$0 10 Family Health Care, Inc.$19,000$19,000$17,000 11 Fred Moore Nursery School, Inc. $35,000$50,000$40,000 12 Giving Hope - Transitional Housing $24,000 $37,000 $25,500 13 Giving Hope - HMIS $18,000$18,000$18,000 14 Health Services of North Texas $26,519$57,500$27,000 15 PediPlace $4,480 $15,000 $2,500 16 Retired Senior Volunteer Program$10,000 $10,500 $10,500 17 Salvation Army of Denton $20,000$20,000$20,000 18 Special Programs for Aging Needs $21,000 $25,000 $13,881 $6,119 No Day Stay$5,100 request Total $297,119$511,829 $189,881$127,119 FUND 2012/13 2013/14 General Fund $119,796 189,881 CDBG Funds$134,463 127,119 Total $254,259 317,000 v: 03/01/13 70 Page APPENDIX #1CDBG #2 HOME SF424 Applications 71 Page SF 424 SF 424 Complete the fillable fields (blue cells) in the table below. The other items are pre-filledwith values from the Grantee Information Worksheet. Date SubmittedApplicant Identifier Type of Submission 756000514 Date Received by stateState Identifier ApplicationPre-application Date Received by HUDFederal Identifier ConstructionConstruction Non ConstructionNon Construction Applicant Information JurisdictionCITY OF DENTONUOG Code Street Address Line 1601 E. HICKORY, SUITE BOrganizational DUNS07-138-0190 Street Address Line 2Organizational Unit CityDENTONState TEXASDepartmentPLANNING & DEVELOPMENT ZIP76201Country U.S.A.DivisionCOMMUNITY DEVELOPMENT Employer Identification Number (EIN): CountyDENTON 75-6000514 Program Year Start Date (MM/DD)08/01/13 Applicant Type:Specify Other Type if necessary: Local Government: Township Specify Other Type U.S. Department of Housing and Urban Development Program Funding Catalogue of Federal Domestic Assistance Numbers; Descriptive Title of Applicant Project(s); Areas Affected by Project(s) (cities, Counties, localities etc.); Estimated Funding Community Development Block Grant 14.218 Entitlement Grant CDBG Project Titles:Description of Areas Affected by CDBG Project(s) Housing rehabilitation, minor repair, public facility Denton, Texas improvements, provision of public services, homeownership assistance, and program administration. CDBG Grant AmountAdditional HUD Grant(s) LeveragedDescribe $847,464 $Additional Federal Funds Leveraged$Additional State Funds Leveraged $Locally Leveraged Funds$Grantee Funds Leveraged $Anticipated Program IncomeOther (Describe) $10,000 Total Funds Leveraged for CDBG-based Project(s) 72 Page Home Investment Partnerships Program 14.239 HOME HOME Project Titles: housing rehabilitation, assistance to Description of Areas Affected by HOME Project(s) CHDO for acquisition, rehab and homeownership Denton, Texas assistance, tenant based rental assistance and program administration $HOME Grant Amount$Additional HUD Grant(s) LeveragedDescribe $327,218 $Additional Federal Funds Leveraged$Additional State Funds Leveraged $Locally Leveraged Funds$Grantee Funds Leveraged $Anticipated Program IncomeOther (Describe) $65,000 Total Funds Leveraged for HOME-based Project(s) Housing Opportunities for People with AIDS 14.241 HOPWA HOPWA Project TitlesDescription of Areas Affected by HOPWA Project(s) $HOPWA Grant Amount$Additional HUD Grant(s) LeveragedDescribe $Additional Federal Funds Leveraged$Additional State Funds Leveraged $Locally Leveraged Funds$Grantee Funds Leveraged $Anticipated Program IncomeOther (Describe) Total Funds Leveraged for HOPWA-based Project(s) Emergency Shelter Grants Program 14.231 ESG ESG Project TitlesDescription of Areas Affected by ESG Project(s) $ESG Grant Amount$Additional HUD Grant(s) LeveragedDescribe $Additional Federal Funds Leveraged$Additional State Funds Leveraged $Locally Leveraged Funds$Grantee Funds Leveraged $Anticipated Program IncomeOther (Describe) Total Funds Leveraged for ESG-based Project(s) Congressional Districts of:Is application subject to review by state Executive Order 12372 Process? Applicant Districts 26Project Districts 26 Is the applicant delinquent on any federal debt?IfYesThis application was made available to the “Yes” please include an additional document state EO 12372 process for review onDATE explaining the situation. NoProgram is not covered by EO 12372 YesNoN/AProgram has not been selected by the state for review Person to be contacted regarding this application First NameBarbara Middle Initial L.Last NameRoss TitleCD AdministratorPhone(940) 349-7235Fax(940) 349-7753 eMailbross@cityofdenton.comGrantee Website–www.cityofdenton.comOther Contact Signature of Authorized Representative –George C. Campbell, City ManagerDate Signed 73 Page APPENDIX #3 CDBG and HOME Certifications 74 Page LOCAL GOVERNMENT CERTIFICATIONS FOR CDBG AND HOME PROGRAMS In accordance with the applicable statutes and the regulations governing the consolidated plan regulations, the jurisdiction certifies that: Affirmatively FurtherFair Housing --The jurisdiction will affirmatively further fair housing, which means it will conduct an analysis of impediments to fair housing choice within the jurisdiction, take appropriate actions to overcome the effects of any impediments identifiedthrough that analysis, and maintain records reflecting that analysis and actions in this regard. Anti-displacement and Relocation Plan --It will comply with the acquisition and relocation requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, and implementing regulations at 49 CFR 24; and it has in effect and is following a residential antidisplacement and relocation assistance plan required under section 104(d) of the Housing and Community Development Act of 1974, as amended, in connection with any activity assisted with funding under the CDBG or HOME programs. Drug Free Workplace --It will or will continue to provide a drug-free workplace by: 1.Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; 2.Establishing an ongoing drug-free awareness program to inform employees about – a.The dangers of drug abuse in the workplace; b.The grantee's policy of maintaining a drug-free workplace; c.Any available drug counseling, rehabilitation, and employee assistance programs; and d.Thepenalties that may be imposed upon employees for drug abuse violations occurring in the workplace; 3.Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph 1; 4.Notifying the employee in the statement required by paragraph 1 that, as a condition of employment under the grant, the employee will – a.Abide by the terms of the statement; and b.Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; 5.Notifying the agency in writing, within ten calendar days after receiving notice under subparagraph 4(b) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant; 6.Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph 4(b), with respect to any employee who is so convicted – a.Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or b.Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; 7.Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs 1, 2, 3, 4, 5 and 6. 75 Page Anti-Lobbying --To the best of the jurisdiction's knowledge and belief: No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and It will require that the language of paragraph 1 and 2 of this anti-lobbying certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify anddisclose accordingly. Authority of Jurisdiction --The consolidated plan is authorized under State and local law (as applicable) and the jurisdiction possesses the legal authority to carry out the programs for which it is seeking funding, in accordancewith applicable HUD regulations. Consistency with plan --The housing activities to be undertaken with CDBG, HOME, ESG, and HOPWA funds are consistent with the strategic plan. Section 3 --It will comply with section 3 of the Housing and Urban Development Act of 1968, and implementing regulations at 24 CFR Part 135. Signature/Authorized OfficialDate George C. Campbell Name City Manager Title 215 E. McKinney Street Address Denton Texas 76201 City/State/Zip (940) 349-8307 Telephone Number 76 Page Specific CDBG Certifications The Entitlement Community certifies that: Citizen Participation -- It is in full compliance and following a detailed citizen participation plan that satisfies the requirements of 24 CFR 91.105. Community Development Plan -- Its consolidated housing and community development plan identifies community development and housing needs and specifies both short-term and long-term community development objectives that provide decent housing, expand economic opportunities primarily for persons of low and moderate income. (See CFR 24 570.2 and CFR 24 part 570) Following a Plan -- It is following a current consolidated plan (or Comprehensive Housing Affordability Strategy) that has been approved by HUD. Use of Funds -- It has complied with the following criteria: Maximum Feasible Priority -With respect to activities expected to be assisted with CDBG funds, it certifies that it has developed its Action Plan so as to give maximum feasible priority to activities which benefit low and moderate income families or aid in the prevention or elimination of slums or blight.The Action Plan may also include activities which the grantee certifies are designed to meet other community development needs having a particular urgency because existing conditions pose a serious and immediate threat to the health or welfare of the community, and other financial resources are not available); Overall Benefit -The aggregate use of CDBG funds including section 108 guaranteed loans during program year(s) 2013 , (a period specified by the grantee consisting of one, two, or three specific consecutive program years), shall principally benefit persons of low and moderate income in a manner that ensures that at least 70 percent of the amount is expended for activities that benefit such persons during the designated period; Special Assessments -It will not attempt to recover any capital costs of public improvements assisted with CDBG funds including Section 108 loan guaranteed funds by assessing any amount against properties owned and occupied by persons of low and moderate income, including anyfee charged or assessment made as a condition of obtaining access to such public improvements. However, if CDBG funds are used to pay the proportion of a fee or assessment that relates to the capital costs of public improvements (assisted in part with CDBG funds) financed from other revenue sources, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds. The jurisdiction will not attempt to recover any capital costs of public improvements assisted with CDBG funds, including Section 108, unless CDBG funds are used to pay the proportion of fee or assessment attributable to the capital costs of public improvements financed from other revenue sources. In this case, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds. Also, in the case of properties owned and occupied by moderate-income (not low-income) families, an assessment or charge may be made against the property for public improvements financed by a source other than CDBG funds if the jurisdiction certifies that it lacks CDBG funds to cover the assessment. 77 Page Excessive Force -- It has adopted and is enforcing: A policy prohibiting theuse of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations; and A policy of enforcing applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non-violent civil rights demonstrations within its jurisdiction; Compliance With Anti-discrimination laws -- The grant will be conducted and administered in conformity with title VI of the Civil Rights Act of 1964 (42 USC 2000d), the Fair Housing Act (42 USC 3601-3619), and implementing regulations. Lead-Based Paint -- Its activities concerning lead-based paint will comply with the requirements of part35, subparts A, B, J, K and R, of title 24; Compliance with Laws -- It will comply with applicable laws. Signature/Authorized OfficialDate George C. Campbell Name City Manager Title 215 E. McKinney Street Address Denton Texas 76201 City/State/Zip (940) 349-8307 Telephone Number 78 Page Specific HOME Certifications The HOME participating jurisdiction certifies that: Tenant Based Rental Assistance -- If the participating jurisdiction intends to provide tenant-based rental assistance: The use of HOME funds for tenant-based rental assistance is an essential element of the participating jurisdiction's consolidated plan for expanding the supply, affordability, and availability of decent, safe, sanitary, and affordable housing. Eligible Activities and Costs -- it is using and will use HOME funds for eligible activities and costs, as described in 24 CFR § 92.205 through 92.209 and that it is not using and will not use HOME funds for prohibited activities, as described in § 92.214. Appropriate Financial Assistance -- before committing any funds to a project, it will evaluate the project in accordance with the guidelines that it adopts for this purpose and will not invest any more HOME funds in combination with other Federal assistance than is necessary to provide affordable housing; Signature/Authorized OfficialDate George C. Campbell Name City Manager Title 215 E. McKinney Street Address Denton Texas 76201 City/State/Zip (940) 349-8307 Telephone Number 79 Page APPENDIX TO CERTIFICATIONS Instructions Concerning Lobbying and Drug-Free Workplace Requirements Lobbying Certification This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Drug-Free Workplace Certification By signing and/or submitting this application or grant agreement, the grantee is providing the certification. The certification is a material representation of fact upon which reliance is placed when the agency awards the grant. If it is later determined that the grantee knowingly rendered a false certification, or otherwise violates the requirements of the Drug-Free Workplace Act, HUD, in addition to anyother remedies available to the Federal Government, may take action authorized under the Drug-Free Workplace Act. Workplaces under grants, for grantees other than individuals, need not be identified on the certification. If known, they may be identified in the grant application. If the grantee does not identify the workplaces at the time of application, or upon award, if there is no application, the grantee must keep the identity of the workplace(s) on file in its office and make the information availablefor Federal inspection. Failure to identify all known workplaces constitutes a violation of the grantee's drug-free workplace requirements. Workplace identifications must include the actual address of buildings (or parts of buildings) or other sites where work under the grant takes place. Categorical descriptions may be used (e.g., all vehicles of a mass transit authority or State highway department while in operation, State employees in each local unemployment office, performers in concert halls or radio stations). If the workplace identified to the agency changes during the performance of the grant, the grantee shall inform the agency of the change(s), if it previously identified the workplaces in question (see paragraph three). 8.The grantee may insert in the space provided below the site(s) for the performance of work done in connection with the specific grant: Place of Performance (Street address, city, county, state, zip code) Check if there are workplaces on file that are not identified here. The certification with regard to the drug-free workplace is required by 24 CFR part 21. Place NameStreetCityCountyStateZip Community Development 601 E. Hickory, DentonDentonTX76205 DepartmentSuite B 80 Page Definitions of terms in the Nonprocurement Suspension and Debarment common rule and Drug-Free Workplace common rule apply to this certification. Grantees' attention is called, in particular, to the following definitions from these rules: "Controlled substance" means a controlled substance in Schedules I through V of the Controlled Substances Act (21 U.S.C. 812) and as further defined by regulation (21 CFR 1308.11 through 1308.15); "Conviction" means a finding of guilt (including a plea of nolo contendere) or imposition of sentence, or both, by any judicial body charged with the responsibility to determine violations of the Federal or State criminal drug statutes; "Criminal drug statute" means a Federal or non-Federal criminal statute involving the manufacture, distribution, dispensing, use, or possession of any controlled substance; "Employee" means the employee of a grantee directly engaged in the performance of work under a grant, including: a.All "direct charge" employees; b.all "indirect charge" employees unless their impact or involvement is insignificant to the performance of the grant; and c.temporary personnel and consultants who are directly engaged in the performance of work under the grant and who are on the grantee's payroll. This definition does not include workers not on the payroll of the grantee (e.g., volunteers, even if used to meet a matching requirement; consultants or independent contractors not on the grantee's payroll; or employees of subrecipients or subcontractors in covered workplaces). Note that by signing these certifications, certain documents must be completed, in use, and on file for verification. These documents include: 1. Analysis of Impediments to Fair Housing 2. Citizen Participation Plan 3. Anti-displacement and Relocation Plan Signature/Authorized OfficialDate George C. Campbell Name City Manager Title 215 E. McKinney Street Address Denton, Texas 76201 City/State/Zip (349) 349-8307 Telephone Number 81 Page APPENDIX #4 Annual Housing Goals 82 Page Annual Housing Completion Goals (Table 3B) Grantee Name:Expected Annual Actual Annual Resources used during the period Number of UnitsNumber of Units To Be Completed Program Year:Completed CDBGHOMEESGHOPWA BENEFICIARY GOALS (Sec. 215 Only) Homeless households Non-homeless households52 Special needs households Total Sec. 215 Beneficiaries*52 RENTAL GOALS (Sec. 215 Only) Acquisition of existing units Production of new units Rehabilitation of existing units Rental Assistance Total Sec. 215 Affordable Rental HOME OWNER GOALS (Sec. 215 Only) Acquisition of existing units Production of new units Rehabilitation of existing units34 Homebuyer Assistance18 Total Sec. 215 Affordable Owner52 COMBINED RENTAL AND OWNER GOALS (Sec. 215 Only) Acquisition of existing units Production of new units Rehabilitation of existing units34 Rental Assistance Homebuyer Assistance18 Combined Total Sec. 215 Goals*52 OVERALL HOUSING GOALS (Sec. 215 + Other Affordable Housing) Annual Rental Housing Goal Annual Owner Housing Goal52 Total Overall Housing Goal52 83 Page WorkSession4 AGENDA INFORMATION SHEET AGENDA DATE:April 16, 2013 DEPARTMENT:Planning andDevelopment ACM: John Cabrales SUBJECT–Air Monitoring Program –Informative Presentation from Dr. Kenneth Tramm Receive a presentation, hold a discussion, and give staff direction regarding the implementation of a gas well air monitoring program. BACKGROUND On January 15, 2013, the City Council approved Ordinance 2013-014, which was part of a multi-year effort to revise the Gas Well Drilling and Production Ordinance, Subchapter 22 of the Denton Development Code (DDC). Air quality monitoring was a recurring subject of discussion during this process. Since the approval of Ordinance 2013-014, staff has collected preliminary information concerning various options for implementing a gas wellair monitoring programand has invited an expert that has performed this type of testing, to present to Council options on air monitoring. Dr. Kenneth Tramm has agreed to present information on this topic, and to answer any questions the Council may have about air monitoring approaches. Dr. Tramm served as a scientific advisory for the Phase II Gas Well Advisory Task Force, and has assisted numerous municipalities in designing monitoring programs for oil and gas operations. Dr. Kenneth Tramm received his Ph.D. in Environmental Science and Engineering from the University of Texas at Arlington, and has over 20 years of environmental experience. He also is the founder of Modern Geosciences,an adjunct professor at UT Arlington,and serves as Vice Chairman for the Earth and Environmental Sciences Advisory Committee. City Council will receive an informative presentation from Dr. Tramm regarding the science behind air quality and air monitoring. Dr. Tramm will discuss his experience designing leak detection and monitoring programs for other municipalities and the various equipment apparatuses that could be used to implement a monitoring program for the City ofDenton. Staff believes that the following questions may be important to consider during the discussions: Agenda Information Sheet April 16, 2013 Page 2 1.What parameters should be analyzed? 2.Should the program involve all wellsin the City, a select subset of wells, or some iteration? 3.What frequency ofmonitoring is appropriate?Should frequency depend on location? 4.What methodologies are appropriate (including sensitivity, site access, and efficiency / cost)? 5.Should the program include well development stages, i.e., construction, drilling, fracturing, flaring, and completion, or just the production stage? 6.How should the data be reported? 7.What distance should the City focus monitoring efforts, i.e., on-site, fence line, setback distance, or neighborhood level ambient monitoring? PRIOR ACTION/REVIEW No Prior Actions EXHIBITS CV for Kenneth S. Tramm, PD, PG, CHMM H Respectfully submitted: Brian Lockley, AICP, CPM Director, Planning and Development Department Prepared by: Darren Groth, AICP, REP Gas Well Administrator Exhibit1 KS.T,PD,PG,CHMM ENNETHRAMMH Principal E PE DUCATION ROFESSIONALXPERIENCE BS,BioEnvironmentalSciences, Dr.Trammhasover20yearsofenvironmentalexperienceincluding: TexasA&MUniversity,College laboratorytestingmethods,environmentalprojectmanagement(technical Station,Texas,1994 andfinancial),air,soil,soilgas,surfacewaterandgroundwaterassessment, MS,EnvironmentalScienceand dataevaluationandrepresentation,ecologicalassessment,riskbased Engineering,Universityof correctiveaction,andsoilandgroundwaterremedialactions.Hefrequently Texas,Arlington,Texas,2003 interactswithstateregulatorsandtheEnvironmentalProtectionAgency(EPA) PhD,EnvironmentalScienceand Engineering,Universityof onbehalfofclients. Texas,Arlington,Texas,2005 Dr.TrammisthefounderofModernGeosciencesandfrequentpresenteron L/R/ technicaltopicssuchasairqualitymonitoring,vaporintrusionassessment, ICENSESEGISTRATIONS T environmentalduediligence,effectiveinvestigationdesign,remedial RAINING alternatives,riskbasedcorrectiveaction,brownfieldredevelopment,and ProfessionalGeoscientist(PG), No.805,TexasBoardof effectivemethodsforovercomingenvironmentalobstaclestoredevelopment. ProfessionalGeoscientists, Hehasassistednumerousmunicipalitiesindesigningeffectiveleakdetection CertifiedHazardousMaterials andmonitoringprogramsrelativetopotentialoilandgasoperational Manager(CHMM),No.11451, concerns. InstituteofHazardous MaterialsManagement, HewasrecognizedbytheTexasCommissiononEnvironmentalQuality(TCEQ) LPSTCorrectiveActionProject in2007asaTexasEnvironmentalExcellenceAwardFinalistforhiseffortsto Manager(CAPM)No.164 addressBrownfieldsinTexasandisnationallyrecognizedbyhispeersasthe TexasCommissionon authorofabestsellingtextbookusedtotrainenvironmentalprofessionals, EnvironmentalQuality(TCEQ) EnvironmentalDueDiligence:AProfessionalHandbook(InfinityPublishing, RegisteredBrownfieldProfessional (RBP)No.RBP00113ASFE/2006).Inadditiontoprofessionalconsulting,Dr.Trammisanadjunct InstituteofBrownfield professorfortheUniversityofTexasatArlington(UTA)CivilEngineering Professionals(20042010) DepartmentandservesasViceChairmanfortheEarthandEnvironmental OSHA1910HAZWOPERTraining, SciencesAdvisoryCommitteeatUTAandmemberoftheTexasA&M TEEXandrefreshers(1996 UniversityBioenvironmentalSciencesBoardCurriculumCommitteeChair. Current) CPRandFirstAidcertification, InadditiontoextensiveexperiencewithclosureunderthevariousState AmericanRedCross CorrectiveActionandUSTprograms,Dr.Trammhasworkedonnumerous Certificate,(DQO,QMP&QAPP VoluntaryCleanupProgram,InnocentOwner/OperatorandBrownfieldsites Review),EPAQuality acrosstheUnitedStates.Hisworkincludesthepreparationofregulatory Assurance/QualityControl Course,EPARegion62002 closuredocumentation,environmentalduediligencereports(PhaseIand Certificate,TCEQTexasRisk PhaseIIESAs),remedialplanning,soilmanagementplans,andprogrammatic ReductionProgramCourse, managementofair,groundwater,andsoilgasmonitoringformunicipalclients. UniversityofHouston,Texas, Hehasbeeninvolvedwellover1,000environmentalsite 2000 assessments/investigationsconcerningelevatedlevelsofhalogenated Certificate,ExponentNatural solvents,polychlorinatedbiphenyls(PCBs),heavymetals,petroleumproducts, AttenuationofChlorinated dioxins,methane,furansandchlorinatedpesticides. SolventsCourse,1999 Certificate,AdvancedTRRPTraining 1904IndustrialBoulevard,Suite107 Seminar,GroundwaterServices, Inc.,2003 Colleyville,Texas76034 ITRCVaporIntrusionTraining,2009 o|682.223.1322ext4 CertifiedEnvironmentalSpecialist/ m|817.371.5520 InspectorNo.1012EAA,2010 e|ktramm@moderngeosciences.com .MODERNGEOSCIENCES. WWWCOM WorkSession5 AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Planning andDevelopment ACM: John Cabrales SUBJECT –DCA12-0006Development Criteria Manual Procedure Receive a report and provide direction regarding amending Subchapter 3 “Procedures” of the Denton Development Code by adding new Section 35.3.13 “Development Criteria Manual Procedure” establishing criteria for theamendment ofDevelopment Criteria Manualsand by amending Section 35.3.4.A adding a new action item that is required to follow the Zoning Amendment Procedure. BACKGROUND Pursuant to OrdinancesNo. 2002–040and 2006-363, the City Council adopted the Denton Development Code and adopted the sevenDevelopment Criteria Manuals by reference. These manuals include thefollowing: 1.Application Criteria Manual; 2.Construction Criteria Manual; 3.Drainage Criteria Manual; 4.Site Design Criteria Manual; 5.Site Plan Criteria for Municipal Solid Waste andRecyclables Storage andEnclosure Requirements; 6.Transportation Criteria Manual; and 7.Water and Wastewater Criteria Manual. Through these Development Criteria Manuals the City Council delegated specific design standards and methodologies to a staff of professionals possessing the licensure and expertise necessary and appropriate to establishing such standards and methodologies in the public interest. Thesewould be accomplishedafter consultationwith their peers in both the public and private sectors, consistent with the policy direction of Council. However, the Denton Development Code did not provide a procedure for making administrative amendments to these Development Criteria Manuals. As new products come into the market, new specifications are Agenda Information Sheet April 16, 2013 Page 2 developed, improvements are made to existing products, new methods of construction are advanced, these need to be incorporated into the Development Criteria Manuals to stay current. As such, staff is proposing to amend the Denton Development Code to add a new Section 35.3.13 “Development Criteria Manual Procedure” and thereby establishing the procedure for making amendments to the Development Criteria Manuals administratively. The proposed ordinance includes the adoption of the sevenDevelopment Criteria Manuals as these currently exist. In addition,the ordinance includes the administrative amendment procedure for keeping the DevelopmentCriteria Manuals current. To implement the administrative amendment procedure staff would discuss and receive input on the proposed amendments fromstakeholders that include the development community comprising of developers, engineers, architects,etc. During the November 14, 2012, Planning andZoning Commission Public Hearing for this item, the Commission asked thatafter discussions with the development community, staff present the proposed amendments before the Planning and Zoning Commission at a work session.At the work session, the Planning and Zoning Commission may offer any suggestions or recommendations concerning the proposed amendments.Following thiswork session, staff would thenproceed with posting the proposed amendmenton the City of Denton web site and at the City of Denton City Hall at the location for posting notices of all public meetings, for a period of not less than 30 consecutive days. During this 30 day period, comments of interested persons and written protests or requests for review may be sent to the electronic or street address of the City Manageror City Manager’s designee. All proposed amendments shall become final unless review is requested or a written protest is filed within this 30 day period. The City Manageror City Manager’s designeewill make an attempt to resolve all protests or requests for review and consider all comments filed within the 30 day period. If the protests or requests for review cannot be resolved the amendment will be processed as an amendmentusing the procedure set forth in Section 35.3.4 of the Denton Development Codewhich includes public hearings before both the Planning and Zoning Commission, and the City Council. In making any amendments to the Development Criteria Manuals the following criteria is established per the proposed ordinance; 1.Design Standards. Design and construction standards shall be set to establish a baseline that will promote the health, safety and welfare of the public and to promote cost – effective construction and design. 2.Public Improvements. The design standards for public improvements should strive to minimize the ongoing costs to operate and maintain public improvements and to provide for an appropriate service life, to minimize the future burden on the public. The standards shall also consider the positive impact that properly designed and maintained public improvements have on the economic development and the welfare of the City as a whole. Agenda Information Sheet April 16, 2013 Page 3 3.Private Improvements. The design standards for private improvements shall establish an appropriate baseline to protect the health, safety and welfare of the public, while promoting processes that are affordable and cost effective. The standards shall also encourage quality development with lasting value, and maintain or enhance the property value of the development and its neighborhood. 4.Aesthetics. Standards should promote aesthetics to the extent of recognizing the value and importance of maintaining or improving upon the neighborhood or surrounding area in a tasteful and compatible fashion, consistent with the Denton Plan, so as to maintain or improve property values and attract quality development. Staff will ensure that the above criteria guides any proposed amendments to any of the seven Development Criteria Manuals. PRIORACTION/REVIEW Planning andZoning Commission Public Hearing November 14, 2012: the Commission recommended the Ordinance for approval with recommended changes. RECOMMENDATION Staff is seekingCity Council direction to bring the submitted DRAFT Ordinance for public hearing in May. EXHIBITS 1.Draft Ordinance Respectfully submitted: P. S. Arora,P.E. Development Review Engineering Administrator Exhibit1 DraftOrdinance ConsentAgendaA AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Parks and Recreation ACM: John Cabrales SUBJECT Consider approval of a resolution allowing to be the sole participant allowed to sell alcoholic beverages at the Cinco de Mayo Celebration on May 4, 2013, 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. Parks, Recreation and Beautification Board recommend approval with a vote of 6-0. Staff recommends approval of the request. BACKGROUND The Cinco de Mayo Committee, made up of community volunteers, voted to support the sale of alcohol at the event for the fifteenth consecutive year. s Food & Beverage, Inc. was selected to be the sole proprietor of this product responsible for rental of the booth space, obtaining the temporary license, providing insurance, and securing the temporary permit. There have not been security issues at the previous events. The annual Cinco de Mayo Celebration event, held in Quakertown Park, is a Hispanic cultural festival co-sponsored by the City of Denton Parks and Recreation Department. The event runs from 10:00 a.m. to 6:00 p.m. in the park. Activities include a parade, local vendors, children's activities and entertainment. t hosted approximately 5,000 participants with 50vendors and two entertainment stages. RECOMMENDATION Staff recommends approval of the resolution and agreement as submitted, which is consistent with agreements for other co-sponsored events. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Parks, Recreation and Beautification Board recommended approval on April 1, 2013, with a vote of 6-0. Agenda Information Sheet April 16, 2013 Page 2 EXHIBITS 1.Letter of Request 2.Parks, Recreation and Beautification Board Minutes of April 1, 2013 3.Resolution Respectfully submitted: Emerson Vorel Director of Parks and Recreation Prepared By: Janie McLeod Community Events Coordinator EXHIBIT 1 EXHIBIT 2 DRAFT PARKS, RECREATION AND BEAUTIFICATION BOARD MINUTESFOR APRIL1, 2013 MEMBERS PRESENT : Russ Stukel, Vicki Byrd, Maria Renner, Paul Leslie, Alex Lieban and Janet Shelton. Members absent: David Rowley. Staff present: Emerson Vorel, Julie Leal, Jim Mays, Janie McLeod, and John Schubert. CALL TO ORDER – Chairman Stukel called the meeting to order at 6:06 p.m. APPROVAL OF THE MINUTES FOR February 4, 2013:No questions or comments were offered on the minutes; Leibanmade a motion to accept the minutes, as written, and Renner seconded. APPROVAL OF THE MINUTES FOR March 17, 2013: No questions or comments were offered on the minutes; Renner made a motion to accept the minutes, as written, and Leiban seconded. AWARDS AND RECOGNITIONS: Stukel recognized and thanked Vicki Byrd who generously volunteered to serve on the Denton Parks Foundation as a representative of the Parks, Recreation and Beautification Board. ACTION ITEMS Consider a Request to Sell Alcoholic Beverages at Cinco de Mayo .Vorel explained that standard protocol dictates that the Parks Board, as well as City Council, approves all requests to sell alcohol in city parks. Shelton made a motion to approve the request for Metzler’s to sell alcoholic beverages at the Cinco de Mayo held in Quakertown Park. Lieban seconded the motion and it was approved with a vote of 6-0. Donation of art work by the estate of local artist Susan Medler. Vorel said the Public Art policy is being revised. One of the revisions proposed is for thePublic Art Committee toreport directly to the City Council and not be a subcommittee of the Parks Board. McLeod said that the estate of the late Susan Medler has offered to donate an original numbered etching by Medler. She shared someof the history of Ms. Medler and that she had taught at the University of North Texas. McLeod said the Public Art Committee had approved the recommendation and that the Park Board’s recommendation is needed before being presented to City Councilfor final approval. Shelton made a motion to accept the public art donation by the estate of Susan Medler and Lieban seconded the motion. The motion was passed by a vote of 6-0. EXHIBIT 2 DISCUSSION ITEMS: None OTHER BUSINESS: Parks Department Projects Status Report – Mays reviewed the Project Status Report and responded to questions from the Board. Public Art Committee Minutes – March 7, March 12, and March 18, 2013. Three sets of minutes were included in the meeting packet and staff respondedto questions. There being no further business, the meeting was adjourned at 6:52 p.m. ConsentAgendaB AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Planning and Development ACM: John Cabrales SUBJECTMunicipal Annexation Plan Second Reading of the Annexation Ordinance Hold the second of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH-7 of approximately 143 acres (less ) located on the east and north sides of Teasley Lane, south of Teasley Harbor subdivision and west of Southlake Drive, and more specifically identified in City of Denton, Texas, and which contains areas of land which are to be annexed pursuant to the -Year Annexation Plan; excluding properties within DH-7 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (Second of two readings). BACKGROUND In 2009, via several City Council work sessions, staff recommended the annexation of eighteen (18) areas totaling approximately 9,035 acres of land within Division 1 Extra-Territorial Jurisdiction (ETJ). Of the 18 areas identified, fifteen (15) areas were exempted from the requirement of the 3-year annexation plan and were annexed on May 4, 2010, save and except those properties that qualified for and returned Non-Annexation Agreements (NAA) due to them being appraised for ad valorem tax purposes as land for agricultural use, timber land or wildlife management. Owners of these qualified properties were offered, and most accepted a 5- Year NAA. The aforementioned NAAs will expire on February 9, 2015, unless extended by mutual agreement. These NAAs are governed under Section 212.172 of the Tx. LGC. Three (3) of the aforementioned areas are not exempt from the 3-year annexation plan requirement under Section 43.052 of the Texas Local Government Code (Tx. LGC) because of the number of residential structures. These areas are identified as DH-7, DH-9 and DH-12. On April 6, 2010, the Denton City Council adopted an Annexation Ordinance to initiate the annexation of these 3 areas. On June 30, 2010, in accordance with Tx.LGC 43.052, staff sent Notice of Intent (NOI) to all property owners, public/private entities, and railroad companies within the proposed annexation areas info Agenda Information Sheet April 16, 2013 Page 2 On November 24, 2010, in accordance with Tx.LGC 43.053.g and Tx.LGC 43.056j, staff completed an Inventory of Services and Facilities (ISF). Subsequent to the completed ISF, staff posted the ISF On January 14, 2011, in accordance with Tx.LGC 43.0561.c, staff sent Notices to affected property owners of the first Public Hearing, which was held on February 1, 2011. Notices of the first On January 26, 2011, in accordance with Tx. LGC 43.0561c, staff sent Notices to affected nd property owners of the 2 Public Hearing, which was held on February 15, 2011. Notices of the second Public H rd Although not required, a 3 Public Hearing was held on February 17, 2011. Preliminary service plans were also explained at each of the three (3) public hearings and were made available for public inspection On July 12, 2011; in accordance with Tx.LGC, 43.0562, negotiations for the provision of Court of Denton County to negotiate for the provision of services for DH-7. Negotiations ended on July 26, 2011, with an agreed upon service plan. Negotiations for DH-9 began on July 6, 2011 and ended on August 15, 2011, and ended with an agreed upon service plan. On August 16, 2011, in accordance with Tx.LGC 43.056, final service plans were adopted via ordinance for DH-7 and DH- Negotiations for DH-12 began on July 7, 2011 and ended on October 13, 2011 without an agreed upon service plan. Instead, the DH-12 committee representatives requested arbitration pursuant to Tx.LGC, 43.0564. The arbitration hearings were held on October 17 and October 18, 2012, with the arbitrator ruling in favor of the City on October 30, 2012 Despite the inability to agree to a service plan with DH-12, the City Council adopted a service plan on August 16, 2011. Subsequent modifications were proposed to the service plan for DH- 12 in anticipation that the City and DH-12 committee representatives could continue to negotiate and possibly agree on the terms of a service plan. However, those negotiations ended October 13, 2011 because the parties could not agree upon the terms of the service plan, and the committee members requested arbitration. In accordance with TxLGC, 43.035, on December 18, 2012, ordinances providing for the acceptance of eligible non- annexation agreements (NAAs) for agricultural, wildlife management or timberland use properties within each area were adopted by the City Council. The NAAs for DH-7, DH-9 and DH-12 will expire on August 1, 2020, unless extended by mutual agreement. The Texas Local Government Code requires one (1) reading of the annexation ordinance. of the annexation ordinance. Agenda Information Sheet April 16, 2013 Page 3 Each provision above is explained in greater detail below. ANNEXATION PROCEDURE UNDER TEXAS LOCAL GOVERNMENT CODE Tx.LGC §43.052 establishes the standards by which municipalities must abide with regards to annexation of areas which are not exempted from being placed in a 3-Year Plan. The following is a description of the steps that must be followed during the annexation procedure. Adoption of an Annexation Plan: Per Tx.LGC §43.052, a home-rule municipality such as the City of Denton (the City) must adopt an Annexation Plan. The Annexation Plan must identify all areas proposed for annexation and rd annexation of the area may not occur prior to the 3 anniversary of the date the plan is adopted or amended. Id. at §43.052(c). The "three-year waiting period" is a misnomer, because the City must begin notice, hearing and negotiation procedures almost immediately after placing an area in the Annexation Plan. st The annexation of the areas identified in the Annexation Plan must be completed before the 31 rd day after the third (3) anniversary of the date the area was included in the annexation plan. If the annexation is not completed within the prescribed period, the City may not annex the areas th proposed for annexation before the fifth (5) anniversary of the last day for completing the annexation. Written Notice and Internet Posting Requirement : Written Notice Requirement: th Prior to the 90 day after the date the City adopts or amends the Annexation Plan, the City shall give written notice to (1) each property owner in the affected area, as indicated by the appraisal records furnished by the appraisal district for each county in which the affected area is located: (2) each public entity, as defined by Tx.LGC §43.053, or private entity that provides services in the area proposed for annexation; and (3) each railroad company that serves the municipality and is on the municipality's tax roll if the company's right-of-way is in the area proposed for annexation. The notice shall state that the area has been included in or removed from the municipality's annexation plan. A "public entity" includes a municipality, county, fire protection service provider, including a volunteer fire department, emergency medical services provider, including a volunteer emergency medical services provider, or a special district, as that term is defined by Tx.LGC §43.052. Id. at Tx.LGC §43.053(a). The City must also provide the written notice to all school districts located in an area to be annexed within the period prescribed for publishing of the first public hearing. The notice must include any financial impact on the district that may result from the annexation and the city's proposal to limit the effects of that financial impact. (Id. at Tx.LGC§43.905) Agenda Information Sheet April 16, 2013 Page 4 Internet Posting Requirement: In addition to the above written notice requirement, since the City has an internet website, the City is required to: (1) post and maintain the posting of the Annexation Plan on Internet website; (2) post and maintain the posting of any amendments to include all areas in the Annexation Plan until the date the areas are annexed; and (3) post and maintain the posting of any amendments to remove any areas from the Annexation Plan until the date the City may again include the area in the Annexation Plan. Inventory of Services and Facilities - Tx.LGC § 43.053: Prepare an Inventory of Services and Facilities: Per Tx.LGC §43.053, the City of Denton must compile a comprehensive Inventory of Services and Facilities (ISF) provided by public and private entities, directly or by contract, in each area proposed for annexation, after adopting or amending the Annexation Plan. The ISF must include all services and facilities the City is required to provide or maintain following the annexation. th This ISF must be completed, and made available for public inspection, on or before the 60 day after the date the City receives the required information from service providers in the area. Id. at Tx.LGC §43.053(g). To accomplish this task, the City is required to request, in the notice required under Tx.LGC § 43.05(1), the information necessary to complete the inventory from all public and private providers. Additionally, the public and private providers are required to provide the information requested by the City within 90 days of receipt of the request; however, the service provider and the City may agree to extend the period for providing the information. Should a provider fail to provide the necessary information within the 90 day period, the City is not required to include the information in the inventory. Id. at Tx.LGC §43.053(c). The City may monitor the services provided and verify the information provided. Id. at Tx.LGC §43.053(h). Information required to be Included in the Inventory of Services: The information required in the ISF shall be based on the services and facilities provided during the year preceding the date the City adopts the Annexation Plan or amended the Annexation Plan to include additional areas. Per Tx.LGC 43.053(e), the information required to be provided by service providers, and included in the ISF must include the type of service provided, the method of service delivery, and the following information: (e)For utility facilities, roads, drainage structures and other infrastructure provided or maintained by public or private entities, the inventory must include: (1)an engineer's report that describes the physical condition of all infrastructure elements in the area; and (2)a summary of capital, operational and maintenance expenditures for that infrastructure. Agenda Information Sheet April 16, 2013 Page 5 (f)For police, fire and emergency medical services provided by public or private entities, the inventory must include: (1)the average dispatch and delivery time; (2)a schedule of equipment including vehicles; (3)a staffing schedule that discloses the certification and training levels of personnel; and (4)a summary of operating and capital expenditures. Tx.LGC § 43.053(c),(e) and (f). Prepare a Service Plan: Tx.LGC § 43.056 sets forth the requirements relative to scheduling for the provision of municipal services. The City must complete a Service Plan for the areas included in the stth Annexation Plan before the first (1) day of the 10 month after the month in which the ISF is completed. Id. at §43.056(a). Tx.LGC §43.056(c) defines "full municipal services" as "services provided by the annexing municipality within its full-purpose boundaries, including water and wastewater services and excluding gas or electrical service." Immediate Services: The City is required to provide the following services on the effective date of the annexation: (1)police protection; (2)fire protection; (3)emergency medical services; (4)solid waste collection, except as provided by subsection (o). Subsection (o) provides that a municipality is not required to provide collection service to a person who continues to use the collection services of a privately owned collection service; (5)operation and maintenance of water and wastewater facilities in the annexed area that are not within the service area of another water or wastewater utility; (6)operation and maintenance of roads and streets, including road and street lighting; (7)operation and maintenance of parks; and (8)operation and maintenance of any other publicly owned facility, building or service. Level of Services: The Service Plan may not provide for services in the annexed area that would reduce the level of fire, police and emergency medical services within the city. Id. at Tx.LGC § 43.056(t)(3). Second, the service plan must provide the area with a level of services comparable to or superior to the level of services available in other parts of the City with land uses and population densities similar to those reasonably contemplated or projected in the area; however, if the area had a level of services equal to the services provided within the corporate boundaries of the City the Service Plan must maintain that same level of services. Finally, if the annexed area had a level of Agenda Information Sheet April 16, 2013 Page 6 services for maintaining the infrastructure of the area superior to the level of services provided within the City, the Service Plan must maintain the infrastructure of the annexed area at a level of services that is equal or superior to the level of services previously enjoyed in the annexed area. Id. at Tx.LGC § 43.056(g). Timing of Extending Utilities: Tx.LGC §43.056 does not require that the City provide a "uniform level of full municipal services" to each area of the municipality if different characteristics of topography, land use and population density constitute a sufficient basis for providing different levels of service. Id. at §43.056(m). The analogous subsection in the prior law was the basis of a Texas Attorney General's Opinion, which stated that differences in the levels of services provided in annexed areas and existing areas of the city must be based on differences in topography, land use, and population density. It is apparent that a city is not required to extend its services to a newly annexed territory prior to the extension of services to like areas within the City; however, to the extent that services in the annexed area are equal to or superior to those provided in the City boundaries (Id. at §43.056(g)) applies and the City must maintain that level of services. Length of Validity of Service Plan: A Service Plan is effective for ten (10) years. A person residing or owning land in an annexed area in a municipality with a population of less than 1.6 million such as the City of Denton, may nd enforce the Service Plan by applying for a writ of mandamus no later than the second (2) anniversary of the date the person knew or should have known the municipality was not complying with the Service Plan. Upon application for a writ of mandamus, the City has the burden of proving the services have been provided in accordance with the Service Plan. Id. at Tx.LGC §43.056(1). Negotiations for Services: After conducting the public hearings required by Section 43.0561, the City and the property owners of the area proposed for annexation shall negotiate for the provision of services to the area after annexation or for the provision of services to the area in lieu of annexation. For representatives to negotiate with the City. Id. at Tx.LGC §43.0562(a)(1) & (b). Arbitration: Per Tx.LGC §43.0564, if the City and the representatives of the area proposed for annexation cannot reach an agreement for the provision of services, either party by majority decision of the party's representatives may request the appointment of an arbitrator to resolve the service plan th issues in dispute. The request must be made in writing to the other party before the 60 day after the date the service plan is completed. The municipality may not annex the area during the pendency of the arbitration proceeding or an appeal from the arbitrator's decision. th If the parties cannot agree on the appointment of an arbitrator before the 11 business day after the date arbitration is requested, the Mayor of the City of Denton shall immediately request a list of seven (7) neutral arbitrators from the American Arbitration Association or the Federal Agenda Information Sheet April 16, 2013 Page 7 Mediation and Conciliation Service. If the parties cannot agree on the appointment of an th arbitrator from this list before the 11 business day after the date the list is provided to the parties, each party or the party's designee may alternately strike a name from the list. The remaining person on the list shall be appointed as the arbitrator. th The arbitrator shall set a hearing to be held not later than the 10 day after the date he or she is appointed, and shall notify the parties to the arbitration in writing of the time and place of the th hearing not later than the 8 day before the date of the hearing. The authority of the arbitrator is limited to issuing a decision relating only to the service plan issues in dispute. The arbitrator may: (1) receive in evidence any documentary evidence or other information the arbitrator considers relevant; (2) administer oaths; and (3) issue subpoenas to require: 1.the attendance and testimony of witnesses; and 2.the production of books, records, and other evidence relevant to an issue presented to the arbitrator for determination. Unless the parties to the dispute agree otherwise, the arbitrator shall complete the hearing within two (2) consecutive days. The arbitrator shall permit each party one (1) day to present evidence and other information. The arbitrator, for good cause shown, may schedule an additional hearing to be held not later than the seventh day after the date of the first hearing. Unless otherwise agreed to by the parties, the arbitrator must issue a decision in writing and deliver a copy of the th decision to the parties not later than the 14 day after the date of the final hearing. If the City does not agree with the terms of the arbitrator's decision, the City may not annex the th area proposed for annexation before the fifth (5) anniversary of the date of the arbitrator's decision. Except as provided by the Tx.LGC, the City shall pay the cost of arbitration. If the arbitrator finds that the request for arbitration submitted by the representatives of the area proposed for annexation was groundless or requested in bad faith or for the purposes of harassment, the arbitrator may require the area proposed for annexation to pay all or part of the cost of arbitration. Annexation of Area Qualified for Agricultural Use: Per Tx.LGC §43.035, a municipality is prohibited from annexing land that is appraised for ad valorem tax purposes as land for agricultural use under Chapter 23 of the Texas Tax Code unless the municipality offers to make a fifteen (15) year development agreement with the landowner under Tx.LGC §212.172 of the Texas Local Government Code and the landowner refuses. The proffered development agreement may not exceed forty-five (45) years, and must guarantee the continuation of the ETJ status of the qualifying area and authorize the enforcement of all regulations and planning authority of the municipality that do not interfere with the use of the area for agriculture. Id. at §43.035(b). Agenda Information Sheet April 16, 2013 Page 8 The development agreement restricting the municipality's right to annex all or part of the property is void if the landowner files any type of subdivision plat or related development document for the area regardless of how the area is appraised for ad valorem tax purposes, and that such a development agreement is not a permit under the Vested Rights Act. Id. at §43.035(d) and (3). PRIOR ACTION/REVIEW 1. October 6, 2009 Planning and Zoning Commission Meeting 2. February 1, 2011 City Council Public Hearing 3. February 15, 2011 City Council Public Hearing 4. February 17, 2011 City Council Public Hearing 5. March 5, 2013 First Reading of the Annexation Ordinance OPTIONS 1. Approve as submitted. 2. Approve with conditions. 3. Deny. 4. Postpone consideration. 5. Table Item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL of the annexation of an area identified as DH-7, excepting those parcels subject to a Non-Annexation Agreement. The Development Review Committee recommends APPROVAL of the annexation of an area identified as DH-7, excepting those parcels subject to a Non-Annexation Agreement. EXHIBITS 1. 3-Year Annexation Plan Ordinance 2. Comprehensive Location Map of Annexation Areas; DH-7, DH-9 & DH-12 3. Map of Annexation Area DH-7 4. Ordinance Adopting Service Plan DH-7 5. Ordinance Adopting Non-Annexation Agreements DH-7 6. Annexation Ordinance DH-7 7. 3-Year Annexation Schedule Agenda Information Sheet April 16, 2013 Page 9 Respectfully submitted: Brian Lockley, AICP, CPM Planning and Development Director Prepared by: Johnna Matthews Senior Planner Exhibit1 3-YearAnnexationPlanOrdinance (DH-7, DH-9 and DH-12) Exhibit4 OrdinanceAdoptingServicePlanDH-7 Exhibit5 Ordinance Adopting Non-Annexation Agreements DH-7 Exhibit 6 Annexation Ordinance - DH-7 Exhibit 7 3-Year Annexation Schedule DH-7, DH-9, DH12 Action Action Timeline Action DateStatus 1 Adopt Annexation Plan and post 4/6/2010 Completed plan on website (Tx.LGC 43.052) th 2 Notice of Intent to all property Prior to the 90day after 6/30/2010 Completed the CC adopts the plan owners, public/private entities, railroad companies and post on website (Tx.LGC 43.052.f) 3 Request Inventory of Services Shall be requested at the 6/30/2010 Completed time of the Notice of Intent and Facilities provided by public/private entities (Tx.LGC 43.053c) 4 Receive information provided 90 days after request is 9/27/2010Completed made by public and private service providers (Tx.LGC 43.053.c) th 5 Complete Inventory of Services On or before the 60 day 11/24/2010 Completed and Facilities and make after the information is received availablefor public inspection (Tx.LGC 43.053.g and Tx.LGC 43.056j) stth 6 Notice of 1Public Hearing On or after the 20 day, but 1/14/2011Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing ndth 7 Notice of 2Public Hearing On or after the 20 day, but 1/26/2011 Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing 8 Proposed Service Plan must be Prior to public hearings 1/25/2011 Completed made available for public inspection and explained at the public hearings (Tx.LGC 43.056.j) stth 9 1Public Hearing (Tx.LGC Not later than the 90 day 2/1/2011 Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public 1 ndth 10 2Public Hearing (Tx.LGC Not later than the 90 day 2/15/2011Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public. Must also consider that public hearings must take th place on or before the 20 th day, but after the 10 day after the date of the notice of public hearing in accordance with 43.0561.C. Therefore, both hearings must take place by 2/15/20, which is 20 days after 1/26/2011 public hearing notice date. th 11 Notice of 3rd Public Hearing On or after the 20 day, but 2/4/2011 Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing rdth 12 3 Public Hearing (Tx.LGC Not later than the 90 day 2/17/2011Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public. Must also consider that public hearings must take th place on or before the 20 th day, but after the 10 day after the date of the notice of public hearing in accordance with 43.0561.C. Therefore, both hearings must take place by 2/15/20, which is 20 days after 1/26/2011 public hearing notice date. nd 13 Negotiations for Provision of After the 2public hearing, Prior to Completed 8/26/2011 Servicesafter annexation or in but before adoption of the Annexation Ordinance lieu of annexation (Tx.LGC 43.0562) 2 st 14 Final Service Plan (Tx.LGC Before the 1day of the 8/16/2011Completed th 43.056.a) 10monthafter the month in which the inventory is prepared. th 15 Requestarbitration regarding Before the 60 day after 10/13/2011Completed negotiations (if required) the date the service plan is (DH-12 only) (Tx.LGC 43.0564)completed. 16 Non-Annexation Agreements 1/11/2012 Completed offered to property owners with (For DH-7 and DH-9 only Ag. exemptions (Tx.LGC 43.035) 17 Arbitration (DH-12) 10/17-Completed 10/18/2012 18 Brief City Council on DH-12 11/13/2012Completed Arbitration 19 Mail NAAs for DH-12 11/14/2012 Completed 20 NAAs for DH-12 Due to Legal 12/1/2012Completed Department 21 Council Approval of NAA 12/18/2012 Completed Ordinances for DH-7, DH-9 & DH-12 22 Ordinance Publication The ordinance or any 3/10/2013Completed amendment thereof shall not be acted upon until at least 30 days after newspaper publication date. (Charter) st 23 1Reading of the Ordinance 3/5/2013 Completed 24 Courtesy Presentation to Early April, 2013 Planning and Zoning Commission ndnd 25 2Reading of the Annexation Approve on 2 Reading 4/16/2013 Ordinance before 3 years + 31 days Must occur prior to 5/7/13. 3 ConsentAgendaC AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Planning and Development ACM: John Cabrales SUBJECTMunicipal Annexation Plan Second Reading of the Annexation Ordinance Hold the second of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH-9 of approximately 298 acres (less northeast of Edward which area is adjacent to and abuts the existing city limits of the City of Denton, Texas, and -Year Annexation Plan; excluding properties within DH-9 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (Second of two readings). BACKGROUND In 2009, via several City Council work sessions, staff recommended the annexation of eighteen (18) areas totaling approximately 9,035 acres of land within Division 1 of the City of Extra-Territorial Jurisdiction (ETJ). Of the 18 areas identified, fifteen (15) areas were exempted from the requirement of the 3-year annexation plan and were annexed on May 4, 2010, save and except those properties that qualified for and returned Non-Annexation Agreements (NAA) due to them being appraised for ad valorem tax purposes as land for agricultural use, timber land or wildlife management. Owners of these qualified properties were offered, and most accepted a 5- Year NAA. The aforementioned NAAs will expire on February 9, 2015, unless extended by mutual agreement. These NAAs are governed under Section 212.172 of the Tx. LGC. Three (3) of the aforementioned areas are not exempt from the 3-year annexation plan requirement under Section 43.052 of the Texas Local Government Code (Tx. LGC) because of the number of residential structures. These areas are identified as DH-7, DH-9 and DH-12. On April 6, 2010, the Denton City Council adopted an Annexation Ordinance to initiate the annexation of these 3 areas. On June 30, 2010, in accordance with Tx.LGC 43.052, staff sent Notice of Intent (NOI) to all property owners, public/private entities, and railroad companies within the proposed annexation nex the areas. The NOI was also posted on the Agenda Information Sheet April 16, 2013 Page 2 On November 24, 2010, in accordance with Tx.LGC 43.053.g and Tx.LGC 43.056j, staff completed an Inventory of Services and Facilities (ISF). Subsequent to the completed ISF, staff posted the ISF On January 14, 2011, in accordance with Tx.LGC 43.0561.c, staff sent Notices to affected property owners of the first Public Hearing, which was held on February 1, 2011. Notices of the first Public Hearing were also posted on th On January 26, 2011, in accordance with Tx. LGC 43.0561c, staff sent Notices to affected nd property owners of the 2 Public Hearing, which was held on February 15, 2011. Notices of the website. rd Although not required, a 3 Public Hearing was held on February 17, 2011. Preliminary service plans were also explained at each of the three (3) public hearings and were made available for On July 12, 2011; in accordance with Tx.LGC, 43.0562, negotiations for the provision of Court of Denton County to negotiate for the provision of services for DH-7. Negotiations ended on July 26, 2011, with an agreed upon service plan. Negotiations for DH-9 began on July 6, 2011 and ended on August 15, 2011, and ended with an agreed upon service plan. On August 16, 2011, in accordance with Tx.LGC 43.056, final service plans were adopted via ordinance for DH-7 and DH- Negotiations for DH-12 began on July 7, 2011 and ended on October 13, 2011 without an agreed upon service plan. Instead, the DH-12 committee representatives requested arbitration pursuant to Tx.LGC, 43.0564. The arbitration hearings were held on October 17 and October 18, 2012, with the arbitrator ruling in favor of the City on October 30, 2012 Despite the inability to agree to a service plan with DH-12, the City Council adopted a service plan on August 16, 2011. Subsequent modifications were proposed to the service plan for DH- 12 in anticipation that the City and DH-12 committee representatives could continue to negotiate and possibly agree on the terms of a service plan. However, those negotiations ended October 13, 2011 because the parties could not agree upon the terms of the service plan, and the committee members requested arbitration. In accordance with TxLGC, 43.035, on December 18, 2012, ordinances providing for the acceptance of eligible non- annexation agreements (NAAs) for agricultural, wildlife management or timberland use properties within each area were adopted by the City Council. The NAAs for DH-7, DH-9 and DH-12 will expire on August 1, 2020, unless extended by mutual agreement. The Texas Local Government Code requires one (1) reading of the annexation ordinance. ordinance. Agenda Information Sheet April 16, 2013 Page 3 Each provision above is explained in greater detail below. ANNEXATION PROCEDURE UNDER TEXAS LOCAL GOVERNMENT CODE Tx.LGC §43.052 establishes the standards by which municipalities must abide with regards to annexation of areas which are not exempted from being placed in a 3-Year Plan. The following is a description of the steps that must be followed during the annexation procedure. Adoption of an Annexation Plan: Per Tx.LGC §43.052, a home-rule municipality such as the City of Denton (the City) must adopt an Annexation Plan. The Annexation Plan must identify all areas proposed for annexation and rd annexation of the area may not occur prior to the 3 anniversary of the date the plan is adopted or amended. Id. at §43.052(c). The "three-year waiting period" is a misnomer, because the City must begin notice, hearing and negotiation procedures almost immediately after placing an area in the Annexation Plan. st The annexation of the areas identified in the Annexation Plan must be completed before the 31 rd day after the third (3) anniversary of the date the area was included in the annexation plan. If the annexation is not completed within the prescribed period, the City may not annex the areas th proposed for annexation before the fifth (5) anniversary of the last day for completing the annexation. Written Notice and Internet Posting Requirement : Written Notice Requirement: th Prior to the 90 day after the date the City adopts or amends the Annexation Plan, the City shall give written notice to (1) each property owner in the affected area, as indicated by the appraisal records furnished by the appraisal district for each county in which the affected area is located: (2) each public entity, as defined by Tx.LGC §43.053, or private entity that provides services in the area proposed for annexation; and (3) each railroad company that serves the municipality and is on the municipality's tax roll if the company's right-of-way is in the area proposed for annexation. The notice shall state that the area has been included in or removed from the municipality's annexation plan. A "public entity" includes a municipality, county, fire protection service provider, including a volunteer fire department, emergency medical services provider, including a volunteer emergency medical services provider, or a special district, as that term is defined by Tx.LGC §43.052. Id. at Tx.LGC §43.053(a). The City must also provide the written notice to all school districts located in an area to be annexed within the period prescribed for publishing of the first public hearing. The notice must include any financial impact on the district that may result from the annexation and the city's proposal to limit the effects of that financial impact. (Id. at Tx.LGC§43.905) Agenda Information Sheet April 16, 2013 Page 4 Internet Posting Requirement: In addition to the above written notice requirement, since the City has an internet website, the City is required to: (1) post and maintain the posting of the Annexation Plan on Internet website; (2) post and maintain the posting of any amendments to include all areas in the Annexation Plan until the date the areas are annexed; and (3) post and maintain the posting of any amendments to remove any areas from the Annexation Plan until the date the City may again include the area in the Annexation Plan. Inventory of Services and Facilities - Tx.LGC § 43.053: Prepare an Inventory of Services and Facilities: Per Tx.LGC §43.053, the City of Denton must compile a comprehensive Inventory of Services and Facilities (ISF) provided by public and private entities, directly or by contract, in each area proposed for annexation, after adopting or amending the Annexation Plan. The ISF must include all services and facilities the City is required to provide or maintain following the annexation. th This ISF must be completed, and made available for public inspection, on or before the 60 day after the date the City receives the required information from service providers in the area. Id. at Tx.LGC §43.053(g). To accomplish this task, the City is required to request, in the notice required under Tx.LGC § 43.05(1), the information necessary to complete the inventory from all public and private providers. Additionally, the public and private providers are required to provide the information requested by the City within 90 days of receipt of the request; however, the service provider and the City may agree to extend the period for providing the information. Should a provider fail to provide the necessary information within the 90 day period, the City is not required to include the information in the inventory. Id. at Tx.LGC §43.053(c). The City may monitor the services provided and verify the information provided. Id. at Tx.LGC §43.053(h). Information required to be Included in the Inventory of Services: The information required in the ISF shall be based on the services and facilities provided during the year preceding the date the City adopts the Annexation Plan or amended the Annexation Plan to include additional areas. Per Tx.LGC 43.053(e), the information required to be provided by service providers, and included in the ISF must include the type of service provided, the method of service delivery, and the following information: (e)For utility facilities, roads, drainage structures and other infrastructure provided or maintained by public or private entities, the inventory must include: (1)an engineer's report that describes the physical condition of all infrastructure elements in the area; and (2)a summary of capital, operational and maintenance expenditures for that infrastructure. Agenda Information Sheet April 16, 2013 Page 5 (f)For police, fire and emergency medical services provided by public or private entities, the inventory must include: (1)the average dispatch and delivery time; (2)a schedule of equipment including vehicles; (3)a staffing schedule that discloses the certification and training levels of personnel; and (4)a summary of operating and capital expenditures. Tx.LGC § 43.053(c),(e) and (f). Prepare a Service Plan: Tx.LGC § 43.056 sets forth the requirements relative to scheduling for the provision of municipal services. The City must complete a Service Plan for the areas included in the stth Annexation Plan before the first (1) day of the 10 month after the month in which the ISF is completed. Id. at §43.056(a). Tx.LGC §43.056(c) defines "full municipal services" as "services provided by the annexing municipality within its full-purpose boundaries, including water and wastewater services and excluding gas or electrical service." Immediate Services: The City is required to provide the following services on the effective date of the annexation: (1)police protection; (2)fire protection; (3)emergency medical services; (4)solid waste collection, except as provided by subsection (o). Subsection (o) provides that a municipality is not required to provide collection service to a person who continues to use the collection services of a privately owned collection service; (5)operation and maintenance of water and wastewater facilities in the annexed area that are not within the service area of another water or wastewater utility; (6)operation and maintenance of roads and streets, including road and street lighting; (7)operation and maintenance of parks; and (8)operation and maintenance of any other publicly owned facility, building or service. Level of Services: The Service Plan may not provide for services in the annexed area that would reduce the level of fire, police and emergency medical services within the city. Id. at Tx.LGC § 43.056(t)(3). Second, the service plan must provide the area with a level of services comparable to or superior to the level of services available in other parts of the City with land uses and population densities similar to those reasonably contemplated or projected in the area; however, if the area had a level of services equal to the services provided within the corporate boundaries of the City the Service Plan must maintain that same level of services. Finally, if the annexed area had a level of services for maintaining the infrastructure of the area superior to the level of services provided within the City, the Service Plan must maintain the infrastructure of the annexed area at a level of services that is equal or superior to the level of services previously enjoyed in the annexed area. Id. at Tx.LGC § 43.056(g). Agenda Information Sheet April 16, 2013 Page 6 Timing of Extending Utilities: Tx.LGC §43.056 does not require that the City provide a "uniform level of full municipal services" to each area of the municipality if different characteristics of topography, land use and population density constitute a sufficient basis for providing different levels of service. Id. at §43.056(m). The analogous subsection in the prior law was the basis of a Texas Attorney General's Opinion, which stated that differences in the levels of services provided in annexed areas and existing areas of the city must be based on differences in topography, land use, and population density. It is apparent that a city is not required to extend its services to a newly annexed territory prior to the extension of services to like areas within the City; however, to the extent that services in the annexed area are equal to or superior to those provided in the City boundaries (Id. at §43.056(g)) applies and the City must maintain that level of services. Length of Validity of Service Plan: A Service Plan is effective for ten (10) years. A person residing or owning land in an annexed area in a municipality with a population of less than 1.6 million such as the City of Denton, may nd enforce the Service Plan by applying for a writ of mandamus no later than the second (2) anniversary of the date the person knew or should have known the municipality was not complying with the Service Plan. Upon application for a writ of mandamus, the City has the burden of proving the services have been provided in accordance with the Service Plan. Id. at Tx.LGC §43.056(1). Negotiations for Services: After conducting the public hearings required by Section 43.0561, the City and the property owners of the area proposed for annexation shall negotiate for the provision of services to the area after annexation or for the provision of services to the area in lieu of annexation. For representatives to negotiate with the City. Id. at Tx.LGC §43.0562(a)(1) & (b). Arbitration: Per Tx.LGC §43.0564, if the City and the representatives of the area proposed for annexation cannot reach an agreement for the provision of services, either party by majority decision of the party's representatives may request the appointment of an arbitrator to resolve the service plan th issues in dispute. The request must be made in writing to the other party before the 60 day after the date the service plan is completed. The municipality may not annex the area during the pendency of the arbitration proceeding or an appeal from the arbitrator's decision. th If the parties cannot agree on the appointment of an arbitrator before the 11 business day after the date arbitration is requested, the Mayor of the City of Denton shall immediately request a list of seven (7) neutral arbitrators from the American Arbitration Association or the Federal Mediation and Conciliation Service. If the parties cannot agree on the appointment of an th arbitrator from this list before the 11 business day after the date the list is provided to the parties, each party or the party's designee may alternately strike a name from the list. The remaining person on the list shall be appointed as the arbitrator. Agenda Information Sheet April 16, 2013 Page 7 th The arbitrator shall set a hearing to be held not later than the 10 day after the date he or she is appointed, and shall notify the parties to the arbitration in writing of the time and place of the th hearing not later than the 8 day before the date of the hearing. The authority of the arbitrator is limited to issuing a decision relating only to the service plan issues in dispute. The arbitrator may: (1) receive in evidence any documentary evidence or other information the arbitrator considers relevant; (2) administer oaths; and (3) issue subpoenas to require: 1.the attendance and testimony of witnesses; and 2.the production of books, records, and other evidence relevant to an issue presented to the arbitrator for determination. Unless the parties to the dispute agree otherwise, the arbitrator shall complete the hearing within two (2) consecutive days. The arbitrator shall permit each party one (1) day to present evidence and other information. The arbitrator, for good cause shown, may schedule an additional hearing to be held not later than the seventh day after the date of the first hearing. Unless otherwise agreed to by the parties, the arbitrator must issue a decision in writing and deliver a copy of the th decision to the parties not later than the 14 day after the date of the final hearing. If the City does not agree with the terms of the arbitrator's decision, the City may not annex the th area proposed for annexation before the fifth (5) anniversary of the date of the arbitrator's decision. Except as provided by the Tx.LGC, the City shall pay the cost of arbitration. If the arbitrator finds that the request for arbitration submitted by the representatives of the area proposed for annexation was groundless or requested in bad faith or for the purposes of harassment, the arbitrator may require the area proposed for annexation to pay all or part of the cost of arbitration. Annexation of Area Qualified for Agricultural Use: Per Tx.LGC §43.035, a municipality is prohibited from annexing land that is appraised for ad valorem tax purposes as land for agricultural use under Chapter 23 of the Texas Tax Code unless the municipality offers to make a fifteen (15) year development agreement with the landowner under Tx.LGC §212.172 of the Texas Local Government Code and the landowner refuses. The proffered development agreement may not exceed forty-five (45) years, and must guarantee the continuation of the ETJ status of the qualifying area and authorize the enforcement of all regulations and planning authority of the municipality that do not interfere with the use of the area for agriculture. Id. at §43.035(b). The development agreement restricting the municipality's right to annex all or part of the property is void if the landowner files any type of subdivision plat or related development document for the area regardless of how the area is appraised for ad valorem tax purposes, and that such a development agreement is not a permit under the Vested Rights Act. Id. at §43.035(d) and (3). Agenda Information Sheet April 16, 2013 Page 8 PRIOR ACTION/REVIEW 1. October 6, 2009 Planning and Zoning Commission Meeting 2. February 1, 2011 City Council Public Hearing 3. February 15, 2011 City Council Public Hearing 4. February 17, 2011 City Council Public Hearing 5. March 5, 2013 First Reading of the Annexation Ordinance OPTIONS 1. Approve as submitted. 2. Approve with conditions. 3. Deny. 4. Postpone consideration. 5. Table Item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL of the annexation of an area identified as DH-9, excepting those parcels subject to a Non-Annexation Agreement. The Development Review Committee recommends APPROVAL of the annexation of an area identified as DH-9, excepting those parcels subject to a Non-Annexation Agreement. EXHIBITS 1. 3-Year Annexation Plan Ordinance 2. Comprehensive Location Map of Annexation Areas; DH-7, DH-9 & DH-12 3. Map of Annexation Area DH-9 4. Ordinance Adopting Service Plan- DH-9 5. Ordinance Adopting Non-Annexation Agreements DH-9 6. Annexation Ordinance DH-9 7. 3-Year Annexation Schedule Respectfully submitted: Brian Lockley, AICP, CPM Planning and Development Director Prepared by: Johnna Matthews Senior Planner Exhibit1 3-YearAnnexationPlanOrdinance Exhibit 2 Comprehensive Location Map of Annexation Areas (DH-7, DH-9 and DH-12) Exhibit3 Exhibit 7 AnnexationAreaDH-9 Annexation Area DH-9 Exhibit4 Exhibit8 OrdinanceAdoptingServicePlanDH-9 OrdinanceAdoptingServicePlanDH-9 CITY OF DENTON SERVICE PLAN DH-9 Final - August 16, 2011 I.AREA ANNEXED The area to be annexed encompasses approximately 298 acres of land and is bounded by current city limits on all sides; north, south, east and west. It is located north of Pockrus Page Road, north, south and northeast of Edwards Road. The area is an unincorporated pocket located , and is identified as DH-9. The proposed annexation contains multiple owners. A general description of the area is attached. II.INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b)-(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III.AD VALOREM (PROPERTY OWNER) TAX SERVICES A.Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1.Normal patrols and responses; 2.Handling of complaints and incident reports; 3.Special units, such as traffic enforcement, investigations and special weapons; and 4.Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. 1 B.Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: 1.Fire suppression and rescue; 2.Pre-hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3.Hazardous materials response and mitigation; 4.Emergency prevention and public education efforts; 5.Technical rescue response; and 6.Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C.Emergency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1.Emergency medical dispatch and pre-arrival First Aid instructions; 2.Pre-hospital emergency Advanced Life Support (ALS) response; and transport; 3.Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D.Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the defined by the ordinance and/or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be rev All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road/street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. E.Parks, Playgrounds, Swimming Pools Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. F.Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. 3 G.Other Services Except as provided in Section V. Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. IV.ENTERPRISE ACTIVITY (UTILITY CUSTOMER) SERVICES A.Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. B.Wastewater Facilities Except as provided in Section V. The proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended s, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights-of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. 4 C.Water Facilities Except as provided in Section V. The proposed annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with s codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. V.ADDITIONAL SERVICES A.Non -Annexation Agreements The City has agreed to offer Non-Annexation Agreements to eligible property owners in DH-9 for a term to last seven years. Eligible property owners are those individuals who currently receive an agricultural property tax exemption on their property. From the effective date of the annexation, currently projected as May, 2013, the seven year Non-Annexation Agreement will extend the time period for non-annexation to 2020. B.Pedestrian Path - Pending the receipt of right-of-way or a pedestrian access easement, the City agrees to construct a pedestrian path on the east side of Swisher from Edwards Road south to the Pecan Creek Elementary School. In designing the pathway, the City shall seek to utilize the most reasonable alignment to provide safe access to the school along Swisher and to minimize the impact on existing trees. 5 C.Traffic Calming Devices The City is agreeing to install traffic calming devices ¯¤£¨¦ along the frontage of school property on Swisher Road until theEdwards road extension is complete and functional for a period of one year or as determined necessary. D.Private Water Service Tap - Within two years from date of annexation, the City will allow one to four water taps to be permitted for residential service from the closest tap point at Capetown Road. The Grimes family will be required to grant a 20 foot easement across the southern boundary of their property (running east to west). The Grimes Family will be responsible for tap and impact fees for each of the requested water taps as well as the cost to run their individual private service Grimes Family will also provide a 10 foot wide private water service line easement between the cit that is extended between the proposed point of connection at Capetown Road to cover each private water service line extended to connect each single family home on the Grimes Property. The city will require a customer service inspection for water tap and meter will provide water service to one single family residential structure and must be physically and permanently removed from the private well system that serves the adjacent home on the Grimes property. The city reserves the right to discontinue service from any water meter if it is discovered that the water supplied through this meter is subsequently extended to serve more than ordinance and service policies. E.Wastewater line Extension along Shiloh and Swisher - City will design and construct these sewer lines including all taps from the sewer main up to the private property line. The total project will include survey, design, construction, staking, installation of the sewer main and taps, and testing and inspection during construction. City will enter into an agreement to extend these sewer lines based on the following provisions: 1. The cost per single family connection to the City sewer main will be based on the following: If a minimum of 80 percent of the lots connect to the sewer main then per connection charge will be $5,300 plus the $1,700 impact fee, for a total charge of $7,000. 6 If a minimum of 70 percent and less than 80 percent of the lots connect to the sewer main then per connection charge will be $6,300 plus the $1,700 impact fee, for a total charge of $8,000. If a minimum of 60 percent and less than 70 percent of the lots connect to the sewer main then per connection charge will be $7,500 plus the $1,700 impact fee, for a total charge of $9,200. If a minimum of 50 percent and less than 60 percent of the lots connect to the sewer main then per connection charge will be $9,300 plus the $1,700 impact fee, for a total charge of $11,000. 2. City will establish a Pro-Rata Agreement to recoup the cost of the sewer line in the future from the lots that initially do not tie to the City sewer line. This pro rata cost will be based on the frontage of each lot and will be either sixty (60) percent or one hundred (100) percent of the per foot cost of sewer line installation. 3. Any easements needed from private property to construct the public sewer system must be donated by the property owner to the City at no cost to the City. 4. Homeowners are responsible for the rerouting of the private lateral sewer within their property to connect to the sewer tap at their property line. 5. City will extend this offer for extension of the sewer lines for a period of three years from the date of execution of the annexation. F.Grant Funding Opportunities for Wastewater Service on Swisher, Shiloh and Pockrus Page Roads The City agrees to seek grant funding opportunities to fund the wastewater services as described below. 1. The City agrees to aggressively pursue alternate funding options for the benefit of the property owners currently being served by the City of Denton water supply along Pockrus Page, Swisher, and Shiloh Roads, that may be available through the Community Development Block Grant, the RCAP program or ANY other grant program that may be available to the City of Denton officials, that would effectively provide a sewer line that parallels the existing City of Denton water line on the above mentioned three roads. 2. The City agrees to pay 100% of the costs of the off-site sewer line beyond the frontage of the last property up to the connection with the existing City sewer, 7 in the event the Grant dollars do not cover the entire costs of the wastewater pipeline system. 3. The City will assign a contact department official and phone number for full disclosure and updates regarding the Grant process. 4. Payment of wastewater Impact fees if not covered by the Grant funding will be the responsibility of the property owner. G.No Parking Signage on Edwards Road In accordance with the City of Denton Municipal Code Section 18-93, the City will evaluate the feasibility of establishing parking restrictions along the section of Edwards Road from Desert Willow Road to Lakeview Boulevard. This may include the area being stripped with a broken yellow centerline pavement marking in accordance with City standards such that the north side of the Edwards Road is to have an 8-foot wide on-street parking area and the remainder of the street width evenly divided for both directions of travel. Associated parking restriction signs may be included utilizing City standards for such signage. H.Future Access to Water and Wastewater Lines As development occurs in DH-9, water and wastewater mains will be extended in accordance with the ion in ordinances as described in IV.B and IV.C. Such future development activity will expand the infrastructure network in DH-9 and provide additional opportunities for current property owners to have access to complete extensions or connect to existing water or sewer lines following established City policy. An example of an area likely to benefit from future development is the property along Pockrus Page Road. I.Water service to Green Tree Estates Subdivision - The Green Tree Estates has an existing community water system serving this subdivision that is currently listed under the TCEQ Public Water System database as an inactive system. Prior to the city considering offering water service to this system, the owners of this community water system must register this water system with the TCEQ as an active public water system and must obtain compliance with current TCEQ regulations for Public Water Systems (Chapter 30 TAC 290). After compliance with the above referenced section, the city will offer water supply through an air tank through a water tap and meter to be installed at a point of connection to the 8 The owner of the Green Tree Estates Public Water Supply System shall provide the city with adequate wellpumping records to determine the appropriate water meter size, tap size, and associated water impact fees. The owner of the Green Tree Estates Public Water System will be responsible for paying the tap fees, meter set fees and water impact fees necessary to provide thiswater supply as well as the cost to extend the private water service line from the point of metering and the ground storage tank within the Green Tree Estates public Water System. This private water service line shall be located within a 10 foot wide private water service line easement provided by the owners of the Green Tree Estates Pubic Water System. VI.UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. VII.TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. VIII.AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. 9 EXHIBIT 1 Proposed Annexation Area DH-9 DH-9 encompasses approximately 298 acres of land and is bounded by ent city limits on all sides; north, south, east and west. DH-9 is located north of Pockrus Page Road, north, south and northeast of Edwards Road. This area is the aerial map below. 10 Exhibit5 Exhibit9 OrdinanceAdoptingNon-AnnexationAgreementsDH-9 Ordinance Adopting Non-Annexation Agreements DH-9 Exhibit 6 Annexation Ordinance DH-9 Exhibit 7 3-Year Annexation Schedule DH-7, DH-9, DH12 Action Action Timeline Action DateStatus 1 Adopt Annexation Plan and post 4/6/2010 Completed plan on website (Tx.LGC 43.052) th 2 Notice of Intent to all property Prior to the 90day after 6/30/2010 Completed the CC adopts the plan owners, public/private entities, railroad companies and post on website (Tx.LGC 43.052.f) 3 Request Inventory of Services Shall be requested at the 6/30/2010 Completed time of the Notice of Intent and Facilities provided by public/private entities (Tx.LGC 43.053c) 4 Receive information provided 90 days after request is 9/27/2010Completed made by public and private service providers (Tx.LGC 43.053.c) th 5 Complete Inventory of Services On or before the 60 day 11/24/2010 Completed and Facilities and make after the information is received availablefor public inspection (Tx.LGC 43.053.g and Tx.LGC 43.056j) stth 6 Notice of 1Public Hearing On or after the 20 day, but 1/14/2011Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing ndth 7 Notice of 2Public Hearing On or after the 20 day, but 1/26/2011 Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing 8 Proposed Service Plan must be Prior to public hearings 1/25/2011 Completed made available for public inspection and explained at the public hearings (Tx.LGC 43.056.j) stth 9 1Public Hearing (Tx.LGC Not later than the 90 day 2/1/2011 Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public 1 ndth 10 2Public Hearing (Tx.LGC Not later than the 90 day 2/15/2011Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public. Must also consider that public hearings must take th place on or before the 20 th day, but after the 10 day after the date of the notice of public hearing in accordance with 43.0561.C. Therefore, both hearings must take place by 2/15/20, which is 20 days after 1/26/2011 public hearing notice date. th 11 Notice of 3rd Public Hearing On or after the 20 day, but 2/4/2011 Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing rdth 12 3 Public Hearing (Tx.LGC Not later than the 90 day 2/17/2011Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public. Must also consider that public hearings must take th place on or before the 20 th day, but after the 10 day after the date of the notice of public hearing in accordance with 43.0561.C. Therefore, both hearings must take place by 2/15/20, which is 20 days after 1/26/2011 public hearing notice date. nd 13 Negotiations for Provision of After the 2public hearing, Prior to Completed 8/26/2011 Servicesafter annexation or in but before adoption of the Annexation Ordinance lieu of annexation (Tx.LGC 43.0562) 2 st 14 Final Service Plan (Tx.LGC Before the 1day of the 8/16/2011Completed th 43.056.a) 10monthafter the month in which the inventory is prepared. th 15 Requestarbitration regarding Before the 60 day after 10/13/2011Completed negotiations (if required) the date the service plan is (DH-12 only) (Tx.LGC 43.0564)completed. 16 Non-Annexation Agreements 1/11/2012 Completed offered to property owners with (For DH-7 and DH-9 only Ag. exemptions (Tx.LGC 43.035) 17 Arbitration (DH-12) 10/17-Completed 10/18/2012 18 Brief City Council on DH-12 11/13/2012Completed Arbitration 19 Mail NAAs for DH-12 11/14/2012 Completed 20 NAAs for DH-12 Due to Legal 12/1/2012Completed Department 21 Council Approval of NAA 12/18/2012 Completed Ordinances for DH-7, DH-9 & DH-12 22 Ordinance Publication The ordinance or any 3/10/2013Completed amendment thereof shall not be acted upon until at least 30 days after newspaper publication date. (Charter) st 23 1Reading of the Ordinance 3/5/2013 Completed 24 Courtesy Presentation to Early April, 2013 Planning and Zoning Commission ndnd 25 2Reading of the Annexation Approve on 2 Reading 4/16/2013 Ordinance before 3 years + 31 days Must occur prior to 5/7/13. 3 ConsentAgendaD AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Planning and Development ACM: John Cabrales SUBJECTMunicipal Annexation Plan Second Reading of the Annexation Ordinance Hold the second of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH-12 of approximately 1,154 acres ) located south of E. University Drive, east of N. Mayhill Road, north and south of Blagg Road, north and south of Mills Road, and east and west adjacent to and abuts the existing city limits of the City of Denton, Texas, and which contains areas of land which are to be annexed pursuant to the City3-Year Annexation Plan; excluding properties within DH-12 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (Second of two readings). BACKGROUND In 2009, via several City Council Work Sessions, staff recommended the annexation of eighteen (18) areas totaling approximately 9,035 acres of land within Division 1 of the City Extra- Territorial Jurisdiction (ETJ). Of the 18 areas identified, fifteen (15) areas were exempted from the requirement of the 3-Year Annexation Plan and were annexed on May 4, 2010, save and except those properties that qualified for and returned Non-Annexation Agreements (NAA) due to them being appraised for ad valorem tax purposes as land for agricultural use, timber land or wildlife management. Owners of these qualified properties were offered, and most accepted a Five-Year NAA. The aforementioned NAAs will expire on February 9, 2015, unless extended by mutual agreement. These NAAs are governed under Section 212.172 of the Tx. LGC. Three (3) of the aforementioned areas are not exempt from the 3-Year Annexation Plan requirement under Section 43.052 of the Texas Local Government Code (Tx. LGC) because of the number of residential structures. These areas are identified as DH-7, DH-9 and DH-12. On April 6, 2010, the Denton City Council adopted an Annexation Ordinance to initiate the annexation of these 3 areas. On June 30, 2010, in accordance with Tx.LGC 43.052, staff sent Notice of Intent (NOI) to all property owners, public/private entities, and railroad companies within the proposed annexation areas informing them of the City City Agenda Information Sheet April 16, 2013 Page 2 On November 24, 2010, in accordance with Tx.LGC 43.053.g and Tx.LGC 43.056j, staff completed an Inventory of Services and Facilities (ISF). Subsequent to the completed ISF, staff posted the ISF on the City On January 14, 2011, in accordance with Tx.LGC 43.0561.c, staff sent Notices to affected property owners of the first Public Hearing, which was held on February 1, 2011. Notices of the first Public Hearing were also posted on the City On January 26, 2011, in accordance with Tx. LGC 43.0561c, staff sent Notices to affected property owners of the second Public Hearing, which was held on February 15, 2011. Notices of the second Public Hearing were also posted on the City Although not required, a third Public Hearing was held on February 17, 2011. Preliminary service plans were also explained at each of the three (3) public hearings and were made available for public inspection on the City On July 12, 2011; in accordance with Tx.LGC, 43.0562, negotiations for the provision of services began with City staff and committee representatives selected by the Commi Court of Denton County to negotiate for the provision of services for DH-7. Negotiations ended on July 26, 2011, with an agreed upon service plan. Negotiations for DH-9 began on July 6, 2011 and ended on August 15, 2011, and ended with an agreed upon service plan. On August 16, 2011, in accordance with Tx.LGC 43.056, final service plans were adopted via ordinance for DH-7 and DH-9 and were made available on the City Negotiations for DH-12 began on July 7, 2011, and ended on October 13, 2011, without an agreed upon service plan. Instead, the DH-12 Committee representatives requested arbitration pursuant to Tx.LGC, 43.0564. The arbitration hearings were held on October 17 and October 18, 2012, with the arbitrator ruling in favor of the City on October 30, 2012. Despite the inability to agree to a service plan with DH-12, the City Council adopted a service plan on August 16, 2011. Subsequent modifications were proposed to the service plan for DH- 12 in anticipation that the City and DH-12 Committee representatives could continue to negotiate and possibly agree on the terms of a service plan. However, those negotiations ended October 13, 2011 because the parties could not agree upon the terms of the service plan, and the committee members requested arbitration. In accordance with TxLGC, 43.035, on December 18, 2012, ordinances providing for the acceptance of eligible non- annexation agreements (NAAs) for agricultural, wildlife management or timberland use properties within each area were adopted by the City Council. The NAAs for DH-7, DH-9 and DH-12 will expire on August 1, 2020, unless extended by mutual agreement. The Texas Local Government Code requires one (1) reading of the annexation ordinance. However, Section 1.03 of the City ordinance. Agenda Information Sheet April 16, 2013 Page 3 Each provision above is explained in greater detail below. ANNEXATION PROCEDURE UNDER TEXAS LOCAL GOVERNMENT CODE Tx.LGC §43.052 establishes the standards by which municipalities must abide with regards to annexation of areas which are not exempted from being placed in a 3-Year Plan. The following is a description of the steps that must be followed during the annexation procedure. Adoption of an Annexation Plan: Per Tx.LGC §43.052, a home-rule municipality such as the City of Denton (the City) must adopt an Annexation Plan. The Annexation Plan must identify all areas proposed for annexation and rd annexation of the area may not occur prior to the 3 anniversary of the date the plan is adopted or amended. Id. at §43.052(c). The "three-year waiting period" is a misnomer, because the City must begin notice, hearing and negotiation procedures almost immediately after placing an area in the Annexation Plan. st The annexation of the areas identified in the Annexation Plan must be completed before the 31 rd day after the third (3) anniversary of the date the area was included in the annexation plan. If the annexation is not completed within the prescribed period, the City may not annex the areas th proposed for annexation before the fifth (5) anniversary of the last day for completing the annexation. Written Notice and Internet Posting Requirement : Written Notice Requirement: th Prior to the 90 day after the date the City adopts or amends the Annexation Plan, the City shall give written notice to (1) each property owner in the affected area, as indicated by the appraisal records furnished by the appraisal district for each county in which the affected area is located: (2) each public entity, as defined by Tx.LGC §43.053, or private entity that provides services in the area proposed for annexation; and (3) each railroad company that serves the municipality and is on the municipality's tax roll if the company's right-of-way is in the area proposed for annexation. The notice shall state that the area has been included in or removed from the municipality's annexation plan. A "public entity" includes a municipality, county, fire protection service provider, including a volunteer fire department, emergency medical services provider, including a volunteer emergency medical services provider, or a special district, as that term is defined by Tx.LGC §43.052. Id. at Tx.LGC §43.053(a). The City must also provide the written notice to all school districts located in an area to be annexed within the period prescribed for publishing of the first public hearing. The notice must include any financial impact on the district that may result from the annexation and the City's proposal to limit the effects of that financial impact. (Id. at Tx.LGC§43.905) Agenda Information Sheet April 16, 2013 Page 4 Internet Posting Requirement: In addition to the above written notice requirement, since the City has an internet website, the City is required to: (1) post and maintain the posting of the Annexation Plan on the City Internet website; (2) post and maintain the posting of any amendments to include all areas in the Annexation Plan until the date the areas are annexed; and (3) post and maintain the posting of any amendments to remove any areas from the Annexation Plan until the date the City may again include the area in the Annexation Plan. Inventory of Services and Facilities - Tx.LGC § 43.053: Prepare an Inventory of Services and Facilities: Per Tx.LGC §43.053, the City of Denton must compile a comprehensive Inventory of Services and Facilities (ISF) provided by public and private entities, directly or by contract, in each area proposed for annexation, after adopting or amending the Annexation Plan. The ISF must include all services and facilities the City is required to provide or maintain following the annexation. th This ISF must be completed, and made available for public inspection, on or before the 60 day after the date the City receives the required information from service providers in the area. Id. at Tx.LGC §43.053(g). To accomplish this task, the City is required to request, in the notice required under Tx.LGC § 43.05(1), the information necessary to complete the inventory from all public and private providers. Additionally, the public and private providers are required to provide the information requested by the City within 90 days of receipt of the request; however, the service provider and the City may agree to extend the period for providing the information. Should a provider fail to provide the necessary information within the 90 day period, the City is not required to include the information in the inventory. Id. at Tx.LGC §43.053(c). The City may monitor the services provided and verify the information provided. Id. at Tx.LGC §43.053(h). Information required to be Included in the Inventory of Services: The information required in the ISF shall be based on the services and facilities provided during the year preceding the date the City adopts the Annexation Plan or amended the Annexation Plan to include additional areas. Per Tx.LGC 43.053(e), the information required to be provided by service providers, and included in the ISF must include the type of service provided, the method of service delivery, and the following information: (e)For utility facilities, roads, drainage structures and other infrastructure provided or maintained by public or private entities, the inventory must include: (1)an engineer's report that describes the physical condition of all infrastructure elements in the area; and (2)a summary of capital, operational and maintenance expenditures for that infrastructure. Agenda Information Sheet April 16, 2013 Page 5 (f)For police, fire and emergency medical services provided by public or private entities, the inventory must include: (1)the average dispatch and delivery time; (2)a schedule of equipment including vehicles; (3)a staffing schedule that discloses the certification and training levels of personnel; and (4)a summary of operating and capital expenditures. Tx.LGC § 43.053(c),(e) and (f). Prepare a Service Plan: Tx.LGC § 43.056 sets forth the requirements relative to scheduling for the provision of municipal services. The City must complete a Service Plan for the areas included in the stth Annexation Plan before the first (1) day of the 10 month after the month in which the ISF is completed. Id. at §43.056(a). Tx.LGC §43.056(c) defines "full municipal services" as "services provided by the annexing municipality within its full-purpose boundaries, including water and wastewater services and excluding gas or electrical service." Immediate Services: The City is required to provide the following services on the effective date of the annexation: (1)police protection; (2)fire protection; (3)emergency medical services; (4)solid waste collection, except as provided by subsection (o). Subsection (o) provides that a municipality is not required to provide collection service to a person who continues to use the collection services of a privately owned collection service; (5)operation and maintenance of water and wastewater facilities in the annexed area that are not within the service area of another water or wastewater utility; (6)operation and maintenance of roads and streets, including road and street lighting; (7)operation and maintenance of parks; and (8)operation and maintenance of any other publicly owned facility, building or service. Level of Services: The Service Plan may not provide for services in the annexed area that would reduce the level of fire, police and emergency medical services within the City. Id. at Tx.LGC § 43.056(t)(3). Second, the service plan must provide the area with a level of services comparable to or superior to the level of services available in other parts of the City with land uses and population densities similar to those reasonably contemplated or projected in the area; however, if the area had a level of services equal to the services provided within the corporate boundaries of the City the Service Plan must maintain that same level of services. Finally, if the annexed area had a level of services for maintaining the infrastructure of the area superior to the level of services provided within the City, the Service Plan must maintain the infrastructure of the annexed area at a level of services that is equal or superior to the level of services previously enjoyed in the annexed area. Id. at Tx.LGC § 43.056(g). Agenda Information Sheet April 16, 2013 Page 6 Timing of Extending Utilities: Tx.LGC §43.056 does not require that the City provide a "uniform level of full municipal services" to each area of the municipality if different characteristics of topography, land use and population density constitute a sufficient basis for providing different levels of service. Id. at §43.056(m). The analogous subsection in the prior law was the basis of a Texas Attorney General's Opinion, which stated that differences in the levels of services provided in annexed areas and existing areas of the City must be based on differences in topography, land use, and population density. It is apparent that a City is not required to extend its services to a newly annexed territory prior to the extension of services to like areas within the City; however, to the extent that services in the annexed area are equal to or superior to those provided in the City boundaries (Id. at §43.056(g)) applies and the City must maintain that level of services. Length of Validity of Service Plan: A Service Plan is effective for ten (10) years. A person residing or owning land in an annexed area in a municipality with a population of less than 1.6 million such as the City of Denton, may nd enforce the Service Plan by applying for a writ of mandamus no later than the second (2) anniversary of the date the person knew or should have known the municipality was not complying with the Service Plan. Upon application for a writ of mandamus, the City has the burden of proving the services have been provided in accordance with the Service Plan. Id. at Tx.LGC §43.056(1). Negotiations for Services: After conducting the public hearings required by Section 43.0561, the City and the property owners of the area proposed for annexation shall negotiate for the provision of services to the area after annexation or for the provision of services to the area in lieu of annexation. For t five (5) representatives to negotiate with the City. Id. at Tx.LGC §43.0562(a)(1) & (b). Arbitration: Per Tx.LGC §43.0564, if the City and the representatives of the area proposed for annexation cannot reach an agreement for the provision of services, either party by majority decision of the party's representatives may request the appointment of an arbitrator to resolve the service plan th issues in dispute. The request must be made in writing to the other party before the 60 day after the date the service plan is completed. The municipality may not annex the area during the pendency of the arbitration proceeding or an appeal from the arbitrator's decision. th If the parties cannot agree on the appointment of an arbitrator before the 11 business day after the date arbitration is requested, the Mayor of the City of Denton shall immediately request a list of seven (7) neutral arbitrators from the American Arbitration Association or the Federal Mediation and Conciliation Service. If the parties cannot agree on the appointment of an th arbitrator from this list before the 11 business day after the date the list is provided to the parties, each party or the party's designee may alternately strike a name from the list. The remaining person on the list shall be appointed as the arbitrator. Agenda Information Sheet April 16, 2013 Page 7 th The arbitrator shall set a hearing to be held not later than the 10 day after the date he or she is appointed, and shall notify the parties to the arbitration in writing of the time and place of the th hearing not later than the 8 day before the date of the hearing. The authority of the arbitrator is limited to issuing a decision relating only to the service plan issues in dispute. The arbitrator may: (1) receive in evidence any documentary evidence or other information the arbitrator considers relevant; (2) administer oaths; and (3) issue subpoenas to require: 1.the attendance and testimony of witnesses; and 2.the production of books, records, and other evidence relevant to an issue presented to the arbitrator for determination. Unless the parties to the dispute agree otherwise, the arbitrator shall complete the hearing within two (2) consecutive days. The arbitrator shall permit each party one (1) day to present evidence and other information. The arbitrator, for good cause shown, may schedule an additional hearing to be held not later than the seventh day after the date of the first hearing. Unless otherwise agreed to by the parties, the arbitrator must issue a decision in writing and deliver a copy of the th decision to the parties not later than the 14 day after the date of the final hearing. If the City does not agree with the terms of the arbitrator's decision, the City may not annex the th area proposed for annexation before the fifth (5) anniversary of the date of the arbitrator's decision. Except as provided by the Tx.LGC, the City shall pay the cost of arbitration. If the arbitrator finds that the request for arbitration submitted by the representatives of the area proposed for annexation was groundless or requested in bad faith or for the purposes of harassment, the arbitrator may require the area proposed for annexation to pay all or part of the cost of arbitration. Annexation of Area Qualified for Agricultural Use: Per Tx.LGC §43.035, a municipality is prohibited from annexing land that is appraised for ad valorem tax purposes as land for agricultural use under Chapter 23 of the Texas Tax Code unless the municipality offers to make a fifteen (15) year development agreement with the landowner under Tx.LGC §212.172 of the Texas Local Government Code and the landowner refuses. The proffered development agreement may not exceed forty-five (45) years, and must guarantee the continuation of the ETJ status of the qualifying area and authorize the enforcement of all regulations and planning authority of the municipality that do not interfere with the use of the area for agriculture. Id. at §43.035(b). The development agreement restricting the municipality's right to annex all or part of the property is void if the landowner files any type of subdivision plat or related development document for the area regardless of how the area is appraised for ad valorem tax purposes, and that such a development agreement is not a permit under the Vested Rights Act. Id. at §43.035(d) and (3). Agenda Information Sheet April 16, 2013 Page 8 PRIOR ACTION/REVIEW 1. October 6, 2009 Planning and Zoning Commission Meeting 2. February 1, 2011 City Council Public Hearing 3. February 15, 2011 City Council Public Hearing 4. February 17, 2011 City Council Public Hearing 5. March 5, 2013 First Reading of the Annexation Ordinance OPTIONS 1. Approve as submitted. 2. Approve with conditions. 3. Deny. 4. Postpone consideration. 5. Table Item. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL of the annexation of an area identified as DH-12, excepting those parcels subject to a Non-Annexation Agreement. The Development Review Committee recommends APPROVAL of the annexation of an area identified as DH-12, excepting those parcels subject to a Non-Annexation Agreement. EXHIBITS 1. 3-Year Annexation Plan Ordinance 2. Comprehensive Location Map of Annexation Areas; DH-7, DH-9 & DH-12 3. Map of Annexation Area DH-12 4. Ordinance Adopting Service Plan DH-12 5. Ordinance Adopting Non-Annexation Agreements DH-12 6. Annexation Ordinance- DH-12 7. 3-Year Annexation Schedule Respectfully submitted: Brian Lockley, AICP, CPM Planning and Development Director Prepared by: Johnna Matthews Senior Planner Exhibit1 3-YearAnnexationPlanOrdinance (DH-7, DH-9 and DH-12) Exhibit 4 Ordinance Adopting Service Plan DH 12 Exhibit5 OrdinanceAdoptingNon-AnnexationAgreementsDH-12 Exhibit 6 Annexation Ordinance DH-12 Exhibit 7 3-Year Annexation Schedule DH-7, DH-9, DH12 Action Action Timeline Action DateStatus 1 Adopt Annexation Plan and post 4/6/2010 Completed plan on website (Tx.LGC 43.052) th 2 Notice of Intent to all property Prior to the 90day after 6/30/2010 Completed the CC adopts the plan owners, public/private entities, railroad companies and post on website (Tx.LGC 43.052.f) 3 Request Inventory of Services Shall be requested at the 6/30/2010 Completed time of the Notice of Intent and Facilities provided by public/private entities (Tx.LGC 43.053c) 4 Receive information provided 90 days after request is 9/27/2010Completed made by public and private service providers (Tx.LGC 43.053.c) th 5 Complete Inventory of Services On or before the 60 day 11/24/2010 Completed and Facilities and make after the information is received availablefor public inspection (Tx.LGC 43.053.g and Tx.LGC 43.056j) stth 6 Notice of 1Public Hearing On or after the 20 day, but 1/14/2011Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing ndth 7 Notice of 2Public Hearing On or after the 20 day, but 1/26/2011 Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing 8 Proposed Service Plan must be Prior to public hearings 1/25/2011 Completed made available for public inspection and explained at the public hearings (Tx.LGC 43.056.j) stth 9 1Public Hearing (Tx.LGC Not later than the 90 day 2/1/2011 Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public 1 ndth 10 2Public Hearing (Tx.LGC Not later than the 90 day 2/15/2011Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public. Must also consider that public hearings must take th place on or before the 20 th day, but after the 10 day after the date of the notice of public hearing in accordance with 43.0561.C. Therefore, both hearings must take place by 2/15/20, which is 20 days after 1/26/2011 public hearing notice date. th 11 Notice of 3rd Public Hearing On or after the 20 day, but 2/4/2011 Completed th (Tx.LGC 43.0561.c) before the 10day before the date of the hearing rdth 12 3 Public Hearing (Tx.LGC Not later than the 90 day 2/17/2011Completed 43.0561.a &Tx.LGC 43.0561.c) after the Inventory is made available to the public. Must also consider that public hearings must take th place on or before the 20 th day, but after the 10 day after the date of the notice of public hearing in accordance with 43.0561.C. Therefore, both hearings must take place by 2/15/20, which is 20 days after 1/26/2011 public hearing notice date. nd 13 Negotiations for Provision of After the 2public hearing, Prior to Completed 8/26/2011 Servicesafter annexation or in but before adoption of the Annexation Ordinance lieu of annexation (Tx.LGC 43.0562) 2 st 14 Final Service Plan (Tx.LGC Before the 1day of the 8/16/2011Completed th 43.056.a) 10monthafter the month in which the inventory is prepared. th 15 Requestarbitration regarding Before the 60 day after 10/13/2011Completed negotiations (if required) the date the service plan is (DH-12 only) (Tx.LGC 43.0564)completed. 16 Non-Annexation Agreements 1/11/2012 Completed offered to property owners with (For DH-7 and DH-9 only Ag. exemptions (Tx.LGC 43.035) 17 Arbitration (DH-12) 10/17-Completed 10/18/2012 18 Brief City Council on DH-12 11/13/2012Completed Arbitration 19 Mail NAAs for DH-12 11/14/2012 Completed 20 NAAs for DH-12 Due to Legal 12/1/2012Completed Department 21 Council Approval of NAA 12/18/2012 Completed Ordinances for DH-7, DH-9 & DH-12 22 Ordinance Publication The ordinance or any 3/10/2013Completed amendment thereof shall not be acted upon until at least 30 days after newspaper publication date. (Charter) st 23 1Reading of the Ordinance 3/5/2013 Completed 24 Courtesy Presentation to Early April, 2013 Planning and Zoning Commission ndnd 25 2Reading of the Annexation Approve on 2 Reading 4/16/2013 Ordinance before 3 years + 31 days Must occur prior to 5/7/13. 3 ConsentAgendaE AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Keith Gabbard 349-7144 ACM: Bryan Langley SUBJECT Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Cooperative Purchasing Program Participation Agreement with the City of Euless under Section 271.102 of the Local Government Code for the purchase of Street Slurry Seal Services; providing for the expenditure of funds therefor; and providing an effective date (File 4395- Interlocal Agreement for Street Slurry Seal Services with the City of Euless, contract awarded to Viking Construction, Inc. for a not-to-exceed amount of $375,000). FILE INFORMATION On February 26, 2013, the City Council for the City of Euless awarded an annual contract for asphalt street slurry seal and microsurfacing to Viking Construction, Inc. In February 2009, the bid was awarded as an annual contract with four (4), one (1) year renewal options. This is the final renewal for the contract. Exhibit 1 includes the award documentation for the final renewal of the contract which will be effective through February 28, 2014. Approval of this item would allow the City of Denton to accept the City of Euless contract renewal and award a contract to Viking Construction, Inc., for street slurry seal services. The prices received are very competitive and the services listed in the bid match our existing needs. There are no local vendors that provide this specific type of service. Council approved Ordinance 2009-206 authorizing the City of Denton to execute an Interlocal Agreement with the City of Euless to participate in various City of Euless contracts for the purchase of goods and services on September 15, 2009. Section 271.102 of the Texas General Code provides that Local Governments may agree to purchase goods and services through Interlocal Agreements. RECOMMENDATION Award a contract to Viking Construction, Inc. in a not-to-exceed amount of $375,000 based upon the square yard prices listed on Exhibit E of the contract between City of Denton and Viking Construction, Inc. Due to increased fuel and labor costs, the contract reflects a seven percent (7%) price increase for slurry seal and a three and a half percent (3.5%) price increase for microsurfacing to the pricing that was approved during the previous renewal period. This pricing was approved by the City of Euless on February 26, 2013. Agenda Information Sheet April 16, 2013 Page 2 PRINCIPAL PLACE OF BUSINESS Viking Construction, Inc. Georgetown, TX ESTIMATED SCHEDULE OF PROJECT This contract will be used for various projects as needed by the Streets Department and will remain in effect through February 28, 2014. FISCAL INFORMATION The service will be funded from operating account 285801.6516 in an initial amount of $352,183 for Fiscal Year 2012-2013. Requisition #112410 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Council Communication and Contract Renewal from City of Euless Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-File 4395 EXHIBIT 1 CITY COUNCIL COMMUNICATION February 26, 2013 SUBJECT:Consider Renewal of Bid No. 006-09 for Asphalt Slurry Seal and Micro Surfacing SUBMITTED BY:Ron Young, Director of Public Works REFERENCE NO: Bid No. 006-09 _____________________________________________________________________ ACTION REQUESTED: Consider awarding an annual contract to Viking Construction, Inc., 2592 Shell Road, Georgetown, Texas 78628 for the purchase of asphalt slurry seal and micro surfacing and authorize the City Manager to enter into a contract with Viking Construction Inc. ALTERNATIVES: Table the request Deny the request SUMMARY OF SUBJECT: The City of Euless Purchasing Department solicited sealed bids (006-09) in February 2009 for the purchase of asphalt slurry seal and micro surfacing for preventative street maintenance with options for four (4) one (1) year renewals. This is the final renewal for services/material. Slurry seal and micro surfacing is a homogeneously blended asphalt product which consists of up to a 3/8” surface coat of aggregate, liquid asphalt and finely graded manufactured sand. Slurry Seal and micro surfacing cost considerably less than asphalt overlay and will prolong street life an average of an additional five to seven years. Slurry sealand micro surfacingcan only be used on streets in fair condition and greatly helps to restore a uniform surface texture and driving course. The quantities represented in the bid were estimations based on prior history. The City of Eulesswill only purchase material as needed and will be billed only for the actual material purchased. City staff has reviewed the renewal option increase and deem it acceptable. FINANCIAL CONSIDERATIONS: Revenue Sources: Expenditure Accounts:240-9060-590.74-99 101-8033-531.73-20 Budgeted Fiscal Year(s):FY 2013 Estimated Expenditure:$75,000 Total Expenditure:$75,000 Over/Under Projection By:$0 Other Comments: SUPPORTING DOCUMENTS: Renewal Letter: Viking Construction, Inc. APPROVED BY: ___________LG__________City Manager’s Office ___________KS__________ City Secretary’s Office ORDINANCE NO. __________ AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH THE CITY OF EULESS UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE FOR THE PURCHASE OF STREET SLURRY SEAL SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4395-INTERLOCAL AGREEMENT FOR STREET SLURRY SEAL SERVICES WITH THE CITY OF EULESS, CONTRACT AWARDED TO VIKING CONSTRUCTION, INC. FOR A NOT-TO-EXCEED AMOUNT OF $375,000). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to purchase street slurry seal services from Viking Construction, Inc. in the unit price amounts shown in the attached contract under competitive bids received by the City of Euless in accordance with an Interlocal Cooperative Purchasing Program Participation Agreement under Section 271.102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City Manager, or his designee, is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 4395 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _______ day of _______________________, 2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ 4-ORD-File 4395 ConsentAgendaF AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Terry Kader at 349-8729 ACM: Bryan Langley SUBJECT Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Cooperative Purchasing Program Participation Agreement with Tarrant County under Section 271.102 of the Local Government Code for the purchase of seven (7) Chevrolet Tahoes for the City of Denton Police department; providing for the expenditure of funds therefor; and providing an effective date (File 5227-awarded to Caldwell Country Chevrolet in the amount of $190,806). FILE INFORMATION These Police Tahoes are replacements for 2006 and 2007 model Crown Victorias that have met City of Denton Fleet Replacement Criteria. The vehicles were approved in the Fiscal Year 2012- 13 Vehicle Replacement Plan and Fiscal Year 2012-2013 Annual Operating Budget. Quotes were received from two Cooperative Purchasing vendors and the local General Motors dealership. Exhibit 1 reflects the quotes received from these vendors and Exhibit 2 provides information regarding the vehicles being replaced. The current vehicles will be auctioned when taken out of service. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The City Council approved the replacement schedule for these vehicles as part of the Fiscal Year 2012-2013 Budget. RECOMMENDATION Award the purchase of Police vehicles through the Tarrant County Cooperative Purchasing Network Contract #2012-151 to Caldwell Country Chevrolet for a total award amount of $190,806. PRINCIPAL PLACE OF BUSINESS Caldwell Country Chevrolet Caldwell, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of vehicles and equipment will occur within 180 days of purchase order issuance. Agenda Information Sheet April 16, 2013 Page 2 FISCAL INFORMATION These items will be funded from FY 2013 Certificate of Obligation account 810143466.1355.30100. Requisition #112593 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Comparison of Price Quotes Exhibit 2: Vehicle Replacement List Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-File 5227 POLICE TAHOE QUOTES File 5227-Exhibit 1 DESCRIPTIONLOCAL VENDORTARRANT COUNTYTX MAS Contract ##2012-151071-072-A2 2013 POLICE TAHOE2013 POLICE TAHOE2013 POLICE TAHOE PPV CC10706PPV CC10706PPV CC10706 YESYESYES 2 WHEEL DRIVE YESYESYES 5.3 FLEX FUEL ENGINE YESYESYES 6 SPD AUTO TRANSMISSION $ 25,679.00 OPTIONS NOYES$ 980.00 41U Black Paint, white doors YESYES$ 404.80 Spot Lamp, driver side YESYES$ 8.80 Content Theft Alarm Disable YESYES$ 89.76 Grille lamps and Siren Speaker Wiring YESYES$ 31.68 Horn/Circuit Wiring Flasher Systerm - Headlamp and Tail Lamp YESYES$ 422.40 (Wiring provision) Inoperative Inside Rear Door Handles, YESYES$ 165.44 Locks, and Window Switches YESYES$ 22.00 Common Fleet Keyed Alike Daytime Running Lamps with Automatic YESYES$ 0.88 Lamp Control Delete Rear Locking DifferentialYESYESYES Dual 600 Cold - Cranking 80 amp Hour YESYES$ 167.20 Auxiliary Battery BASE PRICE$ 28,735.00$ 27,258.00$ 27,971.96 License Fee$ 63.25$ -$ - Document Fee$ 158.50$ -$ - Transportation & DOT fees$ 28.75 Subtotal of cost$ 28,985.50$ 27,258.00$ 27,971.96 Qty ordered777 Total of purchase$ 202,898.50$ 190,806.00$ 195,803.72 PRICE DIFFERENCE$ (12,092.50)$ 4,997.72 PRICE DIFFERENCE & %-6.34%2.62% CURRENTLY IN STOCK NONONO IF CURRENT STOCK SOLD OUT ESTIMATED ORDER/ DELIVERY N/A60-90 DAYSN/A GM Order Cutoff was Feb 21,2013not availableIn Stock- Dealer ordered extranot available VENDOR: James Wood AutoParkCaldwell Country ChevroletReliable Chevrolet 3906 I-35E SouthP.O. Box 27 800 North Central Expressway Denton, Tx 76201Caldwell, Tx 77836Richardson, Tx 75080 Brad RoblyerAveryt KnappD Adams broblyer@jameswood.comaknapp@caldwell country.comdadams@reliablechevrolet.com 940-453-4700979-567-6116972-952-8172 4/2/20132:23 PMS:\Materials Management\PRCH\Agenda\Agenda 2012-2013\April 16, 2 CaldwellChevrolet pg1 CaldwellChevrolet pg2 ORDINANCE NO. ___________ AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH TARRANT COUNTY UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE FOR THE PURCHASE OF SEVEN (7) CHEVROLET TAHOES FOR THE CITY OF DENTON POLICE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5227-AWARDED TO CALDWELL COUNTRY CHEVROLET IN THE AMOUNT OF $190,806). WHEREAS, pursuant to Ordinance 95-175, Tarrant County, Texas has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedure 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 Tarrant County Cooperative Purchasing 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 purchase order for and on file in the office of the Purchasing Agent are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 5227 Caldwell Country Chevrolet $190,806 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to Tarrant County 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 Tarrant County (Bid 2012-151), and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted bids awarded by the Tarrant County, 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 Tarrant County, quantities and chase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above numbered items set forth, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this __________ day of ________________, 2013. __________________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ 4-ORD-5227 ConsentAgendaG AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Elton Brock at 349-7133 ACM: Bryan Langley SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Personal Services Agreement by and between the City of Denton, Texas and Eagle and Wheeler for personal services pertaining to the daily pick-up, metering, and delivery of the City ; authorizing the expenditure of funds therefor; providing an effective date (File 4843 in an annual amount of $73,333 for a three year total not to exceed $220,000). FILE INFORMATION The City of Denton (City) has outsourced the tasks of daily pick up, metering, and delivery to the United States (U.S.) residual mail to a third party mail service provider for over ten years. Outsourcing to a mail service contractor has provided an efficient and cost effective method of handling a monthly average of 6,400 pieces of residual mail including envelopes, small packages, and certified mail. The mail is picked up daily from multiple locations within four City of Denton buildings. The mail is consolidated and metered at while utilizing their mail sorting and metering equipment. The metered mail is delivered daily to the local post office by the designated time to ensure same day service provided by the U.S. Post Office. The contractor is required by the City to process mail at the lowest possible permissible rate available from the U.S. Postal Service and to keep the City informed of savings available to the City. The Materials Management Division is responsible for placing on deposit with the mail service contractor the cost of postage to be metered. The postage is passed through the contractor to the U.S. Postal Service. The estimated postages costs that will be passed through are $50,000 annually or $150,000 over the contract term. The contractor is contractually required to provide monthly reports that include the postage meter perpetual balance, including the date and amount of each deposit posted, and an itemized charge for mailing services performed each month. Staff from the Materials Management and Accounting departments reconcile the itemized statement and the invoice provided monthly by the contractor. Upon reconciliation, the postage and the cost for mailing service are charged to each user department by the number of pieces mailed. Agenda Information Sheet April 16, 2013 Page 2 FILE INFORMATION (CONTINUED) Based on the pricing as shown in Exhibit E of the contract between the City and Eagle and Wheeler, and $23,333 annually for a three-year total not to exceed $70,000. The combined total for the cost of service, $70,000, and the pass through postage costs, $150,000, is estimated at an amount not to exceed $220,000 for the three (3) year term. The contract is included as an attachment to the ordinance for this item. In accordance with Texas Local Government Code, Section 252.022 (a)(4), the procurement of personal services is exempt from the requirements of competitive bidding. In order to obtain the best value for the City, prior to the expiration of the current mail service contract with Eagle and Wheeler, a scope of services was sent to two other Denton mail service providers, along with a request for quotation. One provider submitted questions about the scope of services, but determined they could not provide the requested services. The second provider did not respond. Therefore, staff is recommending the award to Eagle and Wheeler, mail service provider since 2007. RECOMMENDATION Approve a personal services agreement between the City of Denton and Eagle and Wheeler in a three (3) year total amount not-to-exceed amount of $220,000. PRINCIPAL PLACE OF BUSINESS Eagle and Wheeler Denton, TX ESTIMATED SCHEDULE OF PROJECT The term of this contract is for three years ending April 16, 2016 or until such time as the funds provided for in the contract are fully expended, whichever event occurs first. FISCAL INFORMATION The cost of service and postage will be funded out of the Distribution Center Postage Working Capital account and charged back to the user department. Agenda Information Sheet April 16, 2013 Page 3 Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-File 4843 ORDINANCE NO. _____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A PERSONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND EAGLE AND WHEELER FOR PERSONAL SERVICES PERTAINING TO THE DAILY PICK-UP, METERING, AND OFFICE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE 4843 IN AN ANNUAL AMOUNT OF $73,333 FOR A THREE YEAR TOTAL NOT TO EXCEED $220,000). WHEREAS, the personal being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed personal services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the personal associations applicable to the Prov NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to enter into a personal service contract with Eagle and Wheeler, to provide personal services pertaining to the daily pick-up, United States Post Office, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or his designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 4843 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:_________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ________________ BY: _________________ 2-ORD-4843 ConsentAgendaH AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 Questions concerning this acquisition may be directed to DEPARTMENT: Materials Management Captain Scott Fletcher 349-7939 or Herman Lawson 349-7755 ACM: Bryan Langley SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of a joint training facility to be used by Denton area public safety entities; providing for the expenditure of funds therefor; and providing an effective date (RFP 5187-awarded to Schmoldt Construction in the amount of $1,401,517). RFP INFORMATION The Denton Joint Area Training Facility is a public safety training center for the Denton Police and Fire Departments. The facility will also serve as the training center for the Denton County to law enforcement and fire personnel throughout the area, this 21,193 square foot facility features four classrooms, six offices, a meeting area, a break room, a library, a room for driving simulators, a defensive tactics room, a cardio/fitness/weight room, a locker room with restrooms and shower facilities, and adequate storage space. The facility will be located in the east end of City Hall East, in a space that is currently unoccupied. On February 6, 2013 the City issued a Request for Proposal (RFP-5187) soliciting proposals for general contracting services for the facility. Submissions under this RFP were due no later than March 7, 2013. Request for Proposals were sent to 1046 prospective suppliers. In addition, the proposals and specifications were placed on the Purchasing website for prospective suppliers to download. Nine (9) responsive proposals were received. Evaluation of individual submissions was based on the following scoring criteria: a)Project Schedule (10%) Ability to timely start and complete project. This includes the schedule to complete project and may include ability to meet required milestones of completion. b)Compliance with Specifications, Quality, Reliability, Characteristics to Stated or Implied Needs (20%) Compliance with the stated specification(s) coupled with the quality and reliability of the and the characteristics of the product or service that bear on its ability to meet the stated/implied needs. Agenda Information Sheet April 16, 2013 Page 2 RFP INFORMATION (CONTINUED) c)Indicators of Probable Performance Under Contract (10%) Indicators of probable performance under contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibi agreements and support. d)Price, Total Cost of Ownership (60%) The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. A selection committee was established to evaluate submitted proposals using the stated criteria. The committee consisted of three (3) voting members and five (5) ex-officio members from the Facilities Management Department, Denton Police Department, Denton Fire Department, Denton , and WRA Architects. The committee reviewed the submitted proposals and held an initial evaluation meeting on March 19, 2013. During this meeting, each submitted proposal was scored using the selection criteria. The proposals were ranked, as indicated on Exhibit 1 and the top five (5) vendors were selected for an interview with the committee. Secondary interviews were conducted on March 26, 2013. Prior to the interviews, each vendor was provided a list of questions from the committee to prepare in advance. Each of the five vendors was scored and ranked again by the committee following the interviews. The final rankings are shown on Exhibit 2. The proposal submitted by Schmoldt Construction ranked the highest. While the committee among the highest, and this offset the pricing difference. A Best and Final Offer was conducted and Schmoldt Construction responded with a price reduction that resulted in a $27,483 savings (Exhibit 3). Schmoldt Construction possesses a strong level of experience in overall construction and especially in municipal and educational projects and their project references were excellent. Therefore, staff has determined that their proposal provides the best value for the City. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS) The Joint Training Facility project was presented to City Council as a Work Session item on April 10, 2012. The Agenda Backup from that meeting is attached for historical purposes (Exhibit 4). RECOMMENDATION Staff recommends awarding a public works contract for RFP 5187-Denton Area Joint Training Facility to Schmoldt Construction in the amount of $1,401,517. This amount includes the two (2) add alternate items that were not part of the selection and scoring criteria. The submitted 2 Agenda Information Sheet April 16, 2013 Page 3 construction bid amounts were lower than originally anticipated, resulting in the ability to fund both of the alternate items on this project. PRINCIPAL PLACE OF BUSINESS Schmoldt Construction Celina, TX ESTIMATED SCHEDULE OF PROJECT The renovation is anticipated to begin May 1, 2013 with an estimated completion date of August 31, 2013. FISCAL INFORMATION The construction portion of this project will be funded from residual funds from the original Public Safety Training Facility project, 2013 Certificates of Obligation, and funding from Denton County. Equipment purchases for this project will be made using Federal grants totaling $1,844,960. EXHIBITS Exhibit 1: Preliminary Evaluation/Ranking Sheet Exhibit 2: Finalist Evaluation and Ranking Sheet Exhibit 3: Best and Final Offer Exhibit 4: April 10, 2012 Agenda Backup Respectfully submitted: Chuck Springer, 349-8260 Director of Finance Exhibit 1 RFP 5187 - Evaluation Denton Joint Area Training Facility March 19th, 2013 Initial Ranking/Score 97.991st Schmoldt Construction - Celina, Texas 96.162nd Imperial Construction, Inc. - Weatherford, Texas 96.003rd Reeder Construction - Ft. Worth, Texas 95.004th Denco Construction Specialists -Garland, Texas 94.295th Cooper General Contractors - Carrollton, Texas 93.586th Mart, Inc. - Irving, Texas 91.817th Lemco Construction Services - Addison, Texas 91.668th Unified Services of Texas, Inc. - South Lake, Texas 81.909th The Trevino Group - DeSoto, Texas The top five (5) finalists will be sent a BAFO letter to determine the overall best value to the city. Exhibit 2 RFP 5187 - Evaluation Denton Joint Training Facility March 19th, 2013 Initial Ranking/Score 98.181st Schmoldt Construction - Celina, Texas 93.802nd Imperial Construction, Inc. - Weatherford, Texas 91.093rd Reeder Construction - Ft. Worth, Texas 93.004th Denco Construction Specialists -Garland, Texas 93.445th Cooper General Contractors - Carrollton, Texas The top five (5) finalists will be sent a clarification letter to determine the overall best value to the city. Exhibit 3 RFP5187DentonAreaJointTrainingConstructionProjectPricingSheet *Eachrespondentmuststateitsproposedcostsunderthecontract. w;©;¦7;·w -¦;·;·w;EÞzm;-·zrÞwz-w7z©;-·ä -©©;¦7·{;-·zLLL{-¦;E{;©Ýz-;r 7{;-·zLr t ä;· 7t;©E© -;w;¨Òz©;;·uw;-·© -·©w · w··wzE· BestandFinalOffer(BAFO) DESCRIPTIONTOTALAMOUNT Amount TOTALPRICEFORTHECONSTRUCTIONOFTHEDENTONAREA $1,377,000.00$1,363,230.00 JOINTTRAININGFACILITY: TOTALPRICEFORTHEPERFORMANCEANDPAYMENT $17,000$16,987.00 BONDS: TOTALPRICEFORCONSTRUCTIONANDBONDING $1,394,000.00$1,380,217.00 REQUIREMENTS Alternate#1$11,600.00$11,600.00 Alternate#2$23,400.00$9,700.00 TOTALPRICEFORCONSTRUCTIONANDBONDING $1,429,000.00$1,401,517.00 REQUIREMENTS CONSTRUCTIONOFTHEFACILITYISEXPECTEDTOBE COMPLETEDONORBEFORE August31,2013.Ifthisdate cannotbemet,pleaseinsertthedatethatyourfirmcan completetheproject._August__,_31_,2013_August__,_31_,2013 ARETHEREANYEXCEPTIONSTOTHESPECIFICATIONS?NoNo IFTHEREAREEXCEPTIONSTOTHESPECIFICATIONS,EXPLAIN ALLSUCHEXCEPTIONS(ATTACHADDITIONALPAGESIF NECESSARY).N/AN/A Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice Payment Terms 1%1% Invoice Paid in 20 days 1%1% Invoice Paid in 15 days 11 Invoice Paid in 10 days %% EXHIBIT 4 AGENDA INFORMATION SHEET AGENDA DATE: April 10, 2012 DEPARTMENT: Police ACM: Fred Greene SUBJECT Receive a report, hold a discussion, and give staff direction regarding alternate plans for the Joint Public Safety Training Facility. BACKGROUND The City of Denton training for regional and local fire and police officers. Delivering exceptional public safety service demands outstanding training programs by both the Police and Fire Departments. In July 2007, following the completion of a Master Plan, City Council gave staff the approval to proceed with the design of the initial phase of the Joint Public Safety Training Facility. This facility was intended to encompass 88 acres off of Vintage Boulevard, adjacent to Fire Station 7. The original design included a 21,000 square foot administration classroom building, which would house training staff offices, a 100-seat lecture hall, four traditional classrooms, a defensive tactics training room, and a physical fitness room. The facility would also include a firing range complex and several multi- floor burn tower structures. Future plans included a swift water rescue training area, an emergency vehicle operations course, and other similar hands-on training structures. Following the selection of PGAL architects, construction documents were developed for the facility. Prior to the selection of a general contractor, a country-wide economic downturn began. As the long term economic health for North Texas worsened, the decision was made not to issue the debt necessary to begin construction on the project. Grant Funding Prior to the decision to delay construction and while still in the planning process, the Police Department applied for and received three federal grants for the purchase of law enforcement specific training equipment for use in the facility. The grants are specifically limited to the purchase or lease of law enforcement training equipment and prohibited for use in funding construction. The grants funds total just over $1.8 million dollars. The next available bond cycle in which a Public Safety Training Facility could be included is five to seven years away. This would place completed construction eight to Agenda Information Sheet Joint Public Safety Training Facility April 10, 2012 Page 2 ten years out. This timing is incompatible with the federal grant deadlines, which are fast approaching. Each of the three grants has a specific deadline. The City already received an extension on the first grant. A second grant will need an extension. The third grant, which comprises a bulk of the grant funds ($1 million), will not require an extension. The grant funds allow for the purchase of important - including a moveable wall unit for simunition training, driving simulators, needed defensive tactics equipment, and use of force simulators, as well as needed furniture and computer equipment. Alternative Option In an effort to utilize grant funding and deliver the intended regional public safety training of the original facility, staff has developed an alternative plan. The requisite square footage is available on the east side of the current City Hall East for use as a training facility. The City already owns the space. Staff estimates that approximately $1.6 million dollars would be required to design and Staff has identified $500,000 from currently available CIP funding, and $1.0 million dollars can be acquired through the issuance of Certificates of Obligation. Staff expects to add just over 20,000 square feet that will include four classrooms, five offices, a meeting area, a break room, a library, a room for driving simulators, a defensive tactics room, a cardio/fitness room, a weight room, a locker room with restrooms and shower facilities, and adequate storage space. Construction of this facility should allow the City to leverage a bulk of the federal grant money and provide the training needed by City first responders. Nothing in this plan precludes the City from eventually building an administration building and training facility on the 88 acre site on Vintage Boulevard. A Potential Partner This convergence of opportunities could also include an additional partner. The Denton of the pre-trial intake facility beginning this summer. The renovation of the facility will result in the loss of a large training space in the next several years (4-5 years), they will be in need of classroom and office space for their training staff in the interim. Sheriff Office staff has verbally committed to provide Texas Law Enforcement Officer Standards and Education funds not otherwise budgeted funds. They also offer the possibility of using inmate labor to assist in construction or clean up. In return, they seek reasonable use of office and classroom space. Details of any partnership need to be formalized. A preliminary design of classroom space has been submitted to an architectural firm and reasonable estimates of costs have been made. Agenda Information Sheet Joint Public Safety Training Facility April 10, 2012 Page 3 OPTIONS 1.Council can direct staff to proceed with planning and construction of the alternate Training Facility site. 2.Council can deny the alternate proposal. RECOMMENDATION Staff recommends that Council direct staff to proceed with planning and construction of Training Facility on alternate site. PRIOR ACTION/REVIEW 11/16/04 - City Council Meeting 07/17/07 - City Council Meeting 11/05/07 - City Council Meeting 12/11/07 - City Council Meeting FISCAL IMPACT The City of Denton currently has approximately $500,000 in existing Capital Improvement Program (CIP) funding which can be used to design and construct the alternate Public Safety Training Facility. Assuming a total project cost of $1.6 million, an additional $1 million in Certificates of Obligation would need to be issued in order to fully fund the construction of this facility. Staff further anticipates an additional $42,380 in annual Operation and Maintenance costs to cover utilities and cleaning for the new space. Staff does not anticipate the immediate need to add FTEs, although future demand may eventually require additional staff. As formal construction documents are developed, staff can more accurately estimate costs. Respectfully submitted, Lee Howell Chief of Police Prepared by: Mike Beutner, Lieutenant ORDINANCE NO. _________ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF A JOINT TRAINING FACILITY TO BE USED BY DENTON AREA PUBLIC SAFETY ENTITIES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5187-AWARDED TO SCHMOLDT CONSTRUCTION IN THE AMOUNT OF $1,401,517). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the construction of the public works or improvements described in the bid invitation, bid proposals and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposals for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: RFP NUMBER CONTRACTOR AMOUNT 5187 Schmoldt Construction $1,401,517 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Bidders including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award of the bid. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to Bidders and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. 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 permitted to be performed by the City of Denton under RFP 5187 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive bids and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5-ORD-RFP 5187 ConsentAgendaI AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to David Saltsman 349-7247 ACM: Bryan Langley SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the reroofing of the portion of City Hall East that is to be used for the Denton Area Joint Training Facility; providing for the expenditure of funds therefor; and providing an effective date (RFP 5188-awarded to Castro Roofing of Texas, LP in the amount of $839,000). RFP INFORMATION City Hall East, including the roof areas, was constructed in multiple phases between 1946 and 1964. The Facilities Management department, completed replacement of some of the roof Capital Roof Replacement program. Proposed renovations of the unoccupied space at the east end of the building for the Denton Area Joint Training Facility, have identified the need to strengthen the roof structure. This is required to accommodate the additional weight of the Heating, Ventilation and Air Conditioning (HVAC) equipment needed to service this area. This area previously served as a warehouse which did not require air conditioning. Therefore, staff issued a Request for Proposals to reroof Sections F, G1- 2, and H1-2 of City Hall East. The Facilities Management department had these sections targeted for replacement in 2015, but have accelerated the replacement to coincide with the renovation of this area. This will allow the City to complete the renovation of the entire area, and avoid further interruption to the Joint Training Facility once it is functional. Request for proposals were sent to 736 prospective suppliers. In addition, the proposal and specifications were placed on the Purchasing website for prospective suppliers to download. Six (6) responsive proposals were received. Evaluation of individual submissions was based on the following scoring criteria: a)Project Schedule (10%) Ability to timely start and complete project. This includes the schedule to complete project and may include ability to meet required milestones of completion. b)Compliance with Specifications, Quality, Reliability, Characteristics to Stated or Implied Needs (20%) Compliance with the stated specification(s) coupled with the quality and reliability of the goods and services such as fitness for use that m and the characteristics of the product or service that bear on its ability to meet the stated/implied needs. Agenda Information Sheet April 16, 2013 Page 2 RFP INFORMATION(CONTINUED) c)Indicators of Probable Performance Under Contract (10%) Indicators of probable performance under contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and provide reliable maintenance agreements and support. d)Price, Total Cost of Ownership (60%) The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. The proposal evaluations and ranking are included as Exhibit 1. A Best and Final Offer was conducted with the highest ranked proposer, Castro Roofing of Texas, LP (Castro Roofing). This resulted in a $2,000 savings to the City (Exhibit 2). Therefore, the Facilities Management department and Materials Management department, along with WRA Architects and Armko Industries, roofing consultant, recommend award of RFP #5188 to Castro Roofing as the best value for the City of Denton. Castro Roofing has an excellent work history with the City including the replacement of City Hall East roof sections in 2012. RECOMMENDATION Staff recommends awarding a public works contract to Castro Roofing of Texas, LP for the replacement of sections F, G1-2, and H1-2 of the roof at City Hall East in the amount of $839,000. PRINCIPAL PLACE OF BUSINESS Castro Roofing of Texas, LP Dallas, TX ESTIMATED SCHEDULE OF PROJECT This project is estimated to be completed in 90 days. FISCAL INFORMATION This project will be funded from account number 100160462.1365.40100 ($13,384.69) and 100166464.1365.40100 ($825,615.31). Requisition #112634 has been entered in the Purchasing software system. Agenda Information Sheet April 16, 2013 Page 3 EXHIBITS Exhibit 1: Evaluation/Ranking Sheet Exhibit 2: Best and Final Offer Exhibit 3: Map of Roof Sections Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-File 5188 1/23/2013 9:51:39 AM ORDINANCE NO. _________ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE REROOFING OF THE PORTION OF CITY HALL EAST THAT IS TO BE USED FOR THE DENTON AREA JOINT TRAINING FACILITY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5188-AWARDED TO CASTRO ROOFING OF TEXAS, LP IN THE AMOUNT OF $839,000). WHEREAS, the City has solicited, received and tabulated competitive bids for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the construction of the public works or improvements described in the bid invitation, bid proposals and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposals for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: RFP NUMBER CONTRACTOR AMOUNT 5188 Castro Roofing of Texas, LP $839,000 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Bidders including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award of the bid. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to Bidders and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. 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 permitted to be performed by the City of Denton under RFP 5188 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive bids and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5-ORD-RFP 5188 ConsentAgendaJ AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013Questions 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 providing for, authorizing, and approving the expenditure of funds for the purchase of substation electrical connectors, associated connector hardware and the purchase or lease of tooling, from DMC Power Inc., which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5167-Purchase of Substation Electrical Connectors, Hardware and Tooling in a three (3) year amount not to exceed $1,220,000). (The Public Utilities Board approved this item by a vote of 7-0). FILE INFORMATION Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan that will require the purchase of DMC Power, Inc. (DMC) connectors to interconnect bus sections, provide mountings for bus on insulators, provide transitions from pipe to wire, and provide terminals for connection of bus to switches and equipment. These types of connections are all necessary to make substations functional. The majority of these connectors are highly technical in their design and application. The DMC connectors use a swage connection which requires the connectors and swaging tools are proprietary in nature and therefore must be used in conjunction with one another. The tools must be purchased or leased from DMC, and the contract provides for their purchase or lease. A complete description of this highly specialized procurement is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 1). Chapter 252 of the Texas Local Government Code exempts from the competitive bid process, those supplies and resources protected by copyright or patent and available from only one source. DMC Power, Inc. is the sole provider of the DMC Connectors which are proprietary in nature and a sole source letter is attached as Exhibit 2. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 11, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. Agenda Information Sheet April 16, 2013 Page 2 RECOMMENDATION Approve a three (3) year contract with DMC Power, Inc. in an amount not to exceed $1,220,000. PRINCIPAL PLACE OF BUSINESS DMC Power, Inc. Gardena, CA ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract effective from date of award or notice to proceed as determined by the City of Denton Material Managements department. FISCAL INFORMATION The costs for material to be purchased or leased under the proposed agreement will be funded out of specific project accounts as needed. 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). EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet Exhibit 2: Sole Source Letter from DMC Power, Inc. Exhibit 3: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-RFP 5167 Exhibit 1 PUBLIC UTILITIES BOARD AGENDA ITEM #1 AGENDA INFORMATION SHEET AGENDA DATE : March 11, 2013 DEPARTMENT : Electric Engineering ACM: Howard Martin, 349-8232 SUBJECT Consider recommending approval of a three year unit price contract with DMC Power Inc. (DMC), for the purchase of substation electrical connectors, associated connector hardware, and tooling, which are available from only one manufacturer. Chapter 252.022 of the Texas Local Government Code exempts such purchases from the requirements of competitive procurement (awarded to DMC Power Inc., in an amount not to exceed $1,220,000). (File #5167) BACKGROUND Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan that will require purchase of DMC connectors to interconnect bus sections, provide mountings for bus on insulators, provide transitions from pipe to wire, and provide terminals for connection of bus to switches and equipment. These types of connections are all necessary to make substations functional. The majority of these connectors are highly technical in their design and application. The DMC connectors use a swage connection which requires use for installation. The connectors and swaging tools are proprietary in nature and therefore must be used in conjunction with one another. The tools must be purchased or leased from the DMC. Substations require o describe the conductors that interconnect all lines and devices electrically in a substation. Bus can be copper or aluminum wire or pipe. The designs that DME uses for substations employ aluminum pipe for the majority of the bus in a substation and use wire sections (jumpers) to attach to certain equipment items. Bus sections must be connected, and there must be transitions between types of conductors, connections to equipment, expansion fittings, and several other types of support and attachment devices to make the bus system complete and functional. DMC offers a complete line of bus connections and other hardware items for substation bus construction. The connections are critical because they are the locations that can become hot enough to melt if not constructed properly. The DMC swaged connection uses a large, radially applied force that achieves a molecular bond without welding. The bond is permanent and does not subject the bus material to the thermal cycle of traditional welding. The uniform nature of the swaging technique provides repeatable quality connections regardless of weather conditions in a fraction of the time required for welding. The system reduces construction time, and the completed connection does not require any maintenance. AIS PUB Agenda Item #1 March 11, 2013 Page 2 of 4 DMC handles the marketing of its product lines directly or through a network of distributors. DMC has elected to transact directly with DME for its line of electrical connections; therefore, DME is requesting a sole source designation for DMC products. These types of connectors are not available from any other source. There are no other vendors that offer pipe fittings and tooling for swaged connections. The sole source designation provides a mechanism for purchase where the competitive process cannot be used. The following pictures are examples of how DMC connectors are utilized in DME substations. DMC Connectors DMC Connectors Power Transformer AIS PUB Agenda Item #1 March 11, 2013 Page 3 of 4 Exhibit 1 is a unit cost listing of the DMC connectors that DME anticipates will be needed for approved projects and for alterations or repairs in existing substations. City contracts contain language that provides a mechanism to add items. Specific design needs may require that additional products be incorporated into a project. DME will want the flexibility to address design challenges with the best hardware for the application. DMC has proposed a metric for annually altering the unit cost schedule. If the COMEX price of aluminum, copper, or other raw materials (a third party index) changes by 10% or more, DMC would have the opportunity to adjust their unit prices based on the metal content of the devices. This would cover unforeseen price increases in raw materials that are needed for manufacturing. DMC proposed to provide DME thirty (30) days written notice of unit price increases or decreases. Exhibit 2 shows how the proposed amount for the contract was developed. First year estimated quantities are based on actual quantities for the expected configurations for projects in the DME CIP. Total first year contract cost is derived from estimated quantities using Exhibit 1 unit costs. Subsequent contract years are escalated at a fixed rate of 3%. A 5% amount was added to the estimated total to cover the design uncertainties, unforeseen items, replacements, new requirements, etc., that could arise within the period. Exhibit 3 contains the cost for purchasing DMC tooling and accessories. DMC tooling is proprietary and must be matched to the size connector that is being installed. In prior projects, this tooling was leased from the manufacturer. The tooling portion of contract would allocate funds for the purchase of a complete tooling set or specific tools that current substation configurations would show to be economically efficient to purchase. This purchase would not be annual in nature as tools would only have to be purchased once. A 5% amount was added to the estimated total to cover the design uncertainties, unforeseen needs, new requirements, etc., that could arise within the period. Total recommended contract amount is the sum of connector contract amount (Exhibit 2) and the $1,220,000 tooling cost amount (Exhibit 3), which is . Exhibit 4 contains pictorial examples of DMC connectors that have been utilized in previous DME substation designs. All of these types of connectors will be required in future projects. Exhibit 5 shows examples of the tooling. OPTIONS 1.Recommend approval of a sole source designation for DMC for purchase of substation electrical connectors, associated connector hardware and tooling equipment. 2.Not recommend approval of a sole source designation. RECOMMENDATION DME recommends approval of a sole source designation for DMC and award of a three year unit price contract in an amount not to exceed $1,220,000. AIS PUB Agenda Item #1 March 11, 2013 Page 4 of 4 ESTIMATED SCHEDULE Delivery time for all DMC products is approximately 4 weeks. Orders will be placed as project schedules require. PRIOR ACTION/REVIEW (Council, Boards, Commissions) There has been no prior action related to this purchase; however, the proposed purchases are consistent with project information detailed in CIP and budget presentations. FISCAL INFORMATION The costs for material purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. 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 DMC products, as sole source items, are exempt from the competitive process. Unit cost information is summarized in Exhibit 1. DATE SCHEDULED FOR COUNCIL APPROVAL March 19, 2013 EXHIBITS 1. Connector Unit Prices 2. Estimated Contract Price 3. Tooling Unit Prices 4. Examples of DMC Connectors 5. Examples of DMC Tooling 6. Sole Source Letter from DMC Power Respectfully submitted: Phil Williams General Manager of Electric Utilities Prepared by: Chuck Sears Transmission Engineering Manager Exhibit 2 Exhibit 3 DRAFT MINUTES 1 PUBLIC UTILITIES BOARD 2 3 March 11, 2013 4 5 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6 present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on 7 Monday, March 11, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton 8 Service Center, 901A Texas Street, Denton, Texas. 9 10 Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy 11 Robinson, Phil Gallivan, Barbara Russell, Leonard Herring and Lilia 12 Bynum 13 14 Ex Officio Members: Howard Martin, ACM Utilities; (absent) George Campbell, CM 15 OPEN MEETING: 16 17 CONSENT AGENDA: 18 19 20 1)Consider recommending approval of a three year unit price contract with DMC Power Inc. 21 (DMC), for the purchase of substation electrical connectors, associated connector hardware, 22 and tooling, which are available from only one manufacturer. Chapter 252.022 of the Texas 23 Local Government Code exempts such purchases from the requirements of competitive 24 procurement (awarded to DMC Power Inc., in an amount not to exceed $1,220,000). (File 25 #5167). 26 Chair Smith pulled this item in order for Chuck Sears, DME Manager, to show the 27 associated pieces of materials 28 . 29 Board Member Gallivan motioned to approve the item with a second from Board Member 30 Cheek. The vote was 7-0 approved. 31 32 33 Adjournment 11:06 a.m. ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF SUBSTATION ELECTRICAL CONNECTORS, ASSOCIATED CONNECTOR HARDWARE AND THE PURCHASE OR LEASE OF TOOLING, FROM DMC POWER INC., WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5167-PURCHASE OF SUBSTATION ELECTRICAL CONNECTORS. HARDWARE AND TOOLING IN A THREE (3) YEAR AMOUNT NOT TO EXCEED $1,220,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5167 DMC Power, Inc. $1,220,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5167 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ____________, 2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ________________ BY: _________________ 6-ORD-File 5167 ConsentAgendaK AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013Questions 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 proposals and awarding a contract for the purchase of substation protective relay and control panels for Denton Municipal Electric in a three (3) year amount not to exceed $1,430,000; providing for the expenditure of funds therefor; and providing an effective date (RFP 5159-awarded to Schweitzer Engineering Laboratories, Inc.). The Public Utilities Board recommends approval (7-0). RFP INFORMATION Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan (CIP) that will require the purchase of protective relay and control panels. DME has developed standardized substation relay and control panel designs that can be utilized for all CIP projects. Relay panels house microprocessor based protective relays, control switches, test switches, and other devices that are used to operate and protect transmission and distribution lines and substation equipment such as circuit breakers, transformers, bus sections, and instrument transformers. Request For Proposals (RFP) #5159 was issued to obtain pricing for fabrication and delivery of completed panels to Denton. A detailed description of the use of the panels is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 1). Request for proposals were sent to 89 prospective suppliers. In addition, the proposal and specifications were placed on the Purchasing website for prospective suppliers to download. Six (6) responsive proposals were received (Exhibit 1-Pricing Tabulation). Proposals were evaluated based upon published criteria, including price, delivery and probable performance by the supplier. The proposal evaluations and ranking are included as Exhibit 2. The Schweitzer Engineering Laboratories, Inc. proposal provided the highest evaluated score, resulting in the best value for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 11, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. Agenda Information Sheet April 16, 2013 Page 2 RECOMMENDATION Approve a one year contract, with two renewals, with Schweitzer Engineering Laboratories, Inc., in the not to exceed amount of $1,430,000 over the potential contract term. PRINCIPAL PLACE OF BUSINESS Schweitzer Engineering Laboratories, Inc. Pullman, WA ESTIMATED SCHEDULE OF PROJECT The initial term of this contract is for one year ending April 16, 2014. The City and the awarded vendor shall have the option to renew this contract for two (2) additional one year periods. Purchases will be based on project schedules. FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be mostly in the transmission category. The transmission costs for 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: Ranking Sheet Exhibit 3: Proposal Pricing/Evaluation Scoring Exhibit 4: Draft Public Utilities Board Minutes Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-RFP 5159 Exhibit 1 PUBLIC UTILITIES BOARD AGENDA ITEM #3 AGENDA INFORMATION SHEET AGENDA DATE: March 11, 2013 DEPARTMENT: Utilities UTILITIES ACM: Howard Martin, Utilities, 349-8232 ______________________________________________________________________________ SUBJECT Consider recommending approval of a three year unit price purchase agreement with Schweitzer Engineering Laboratories, Inc., for purchase of substation protective relay and control panels in an amount not to exceed $1,430,000. (RFP #5159) BACKGROUND Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan that will require purchase of protective relay and control panels. DME has developed standardized substation relay and control panel designs that can be utilized for all CIP projects. Relay panels house microprocessor based protective relays, control switches, test switches, and other devices that are used to operate and protect transmission and distribution lines and substation equipment such as circuit breakers, transformers, bus sections, and instrument transformers. RFP #5159 was issued to obtain pricing for fabrication and delivery of completed panels to Denton. The photos below and on the next page provide examples of relay panels. Figure 1 below is a picture of the fronts of the protective relay panels in the RD Wells Interchange Main Control Building. Figure 1: Front View of Relay Panels AIS PUB Agenda Item #3 March 11, 2013 Page 2 of 5 Figure 2 is a picture of the backs of two of the panels showing the hardware and interconnecting wiring. Figure 2: Rear View of Two Relay Panels The panels are fabricated from steel to provide the framework for mounting protective relays, controls, and other equipment required by the protection and control design. The panel construction includes fabrication of the steel framework, painting, provision of all owner specified material, installation of wiring, mounting of all hardware including owner furnished material, testing, and delivery to Denton. Protective relays ar voltages and other inputs, as appropriate to their function, and initiate actions to open circuit breakers when abnormal conditions are sensed. SEL relays are microprocessor devices that not only provide protection actions; they also provide metering, SCADA, and direct control outputs. A separate contract was previously approved with Schweitzer Engineering Laboratories, Inc., (SEL) for purchase of protective relays (the blue devices shown in Figure 1). The SEL protective relays are purchased by DME and shipped directly from SEL to the panel manufacturer for installation into the panels. opportunity for a direct relationship with SEL and better access to the network of SEL field support personnel. SEL has not been fabrication contract is awarded to SEL, the drop shipment process could be more directly integrated into the process. The RFP was structured to obtain unit prices for eight standard panel designs and for 46 items that could be used to alter standard panels if design requirements for any application must be adjusted. The standard panels and additional items are listed in Exhibit 2. The standard panels comprise all the requirements of the current DME protection and relay design approach. DME has been successful in using a very consistent approach to all relay designs in the past. There is always the possibility that a particular design will require changes to address new or unique issues needs of the application. The 46 additional item unit prices provide a mechanism to allow AIS PUB Agenda Item #3 March 11, 2013 Page 3 of 5 DME to respond to at least some of the more likely design challenges within the agreement without having to resort to change orders. The RFP also requbstation (Subsequently renamed as Cooper Creek Substation). The Cooper Creek Substation design has been completed and the proposers were provided specific drawings for 13 panels that had slight wiring modifications from the standard design because of the specific needs of that project. This provided DME with an opportunity to examine the cost impact of the minor wiring changes that will be required for each design. There were no cost differences in the SEL prices between the generic standard panels and the specific wiring for the Cooper Creek actual design. Purchase orders will be issued for each substation when the project is ready to proceed using the unit pricing. The proposed contract will not be exclusive, will not obligate DME to expend any minimum amount, and can be terminated at any time with notice. The RFP was advertised in accordance with Materials Management procedures. Six responsive proposals were received. The members of the RFP evaluation team were Karen Smith, Chuck Sears, Laura Cheek and Chris Lutrick. The proposals were evaluated in accordance with the factors included in the RFP which were: a)Indicators of Probable Performance (FACTOR 25%). Indicators of probable performance under the contract to include: past vendor performances, financial resources and ability to perform, experience or to provide reliable maintenance agreements and support. b)Proposal Quality (FACTOR 10%) Standard Terms and Conditions, or acceptable by the City of Denton of exceptions to the proposal. c)Delivery Timeframe (FACTOR 15%) The delivery timeframe for goods after receipt of order (A.R.O.) d)Price, Total Cost of Ownership (FACTOR 50%) The price of the items, to include total cost of ownership, delivery costs, life cycle costs, and warranty provisions. Information from the proposals is summarized in Exhibit 1. Construction of the recommended contract amount is shown in Exhibit 2. The recommended contract amount was arrived at by rounding the estimated total cost for three years up to the nearest $10,000. The detailed information from the proposals and evaluation is included in Exhibit 3 (Pages 1 and 2). The evaluation factors were assessed independently; and then, the points were added to determine the proposal with the best value to the city. The proposal with the highest points was Schweitzer Engineering Laboratories from Pullman, WA. The SEL proposal meets the requirements of the specifications. The RFP included a mechanism for adjusting the price over time based on a third party index. This is necessary for the agreement to be useable over the three year time frame. Cost AIS PUB Agenda Item #3 March 11, 2013 Page 4 of 5 adjustments can be made at the time of each order if requested by SEL based on the U.S. Department of Labor, Bureau of Labor Statistics Producer Price Index (PPI) for Relays for Electronic Circuitry, Industrial Control Overload and Switchgear type (PCU3353143353141) as found at (http://www.bls.gov/ppi/home.htm) if the index changes more than 1% up or down. OPTIONS 1.Recommend approval. 2.Not recommend approval and direct that other actions be taken. RECOMMENDATION DME recommends approval of an annually, renewable, unit price agreement with Schweitzer Engineering Laboratories for purchase of protective relay and control panels. ESTIMATED SCHEDULE OF PROJECT Purchases will be based on project schedules. PRIOR ACTION/REVIEW (Council, Boards, Commissions) There has been no prior action related to this purchase; however, the proposed purchase is consistent with project information detailed in CIP and budget presentations. DATE SCHEDULED FOR COUNCIL APPROVAL April 2, 2013 FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be mostly in the transmission category. The transmission costs for projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). RFP INFORMATION The RFP information is summarized in Exhibit 1. EXHIBITS 1.Evaluation Summary for RFP #5159 2.Unit Prices & Estimated Contract Amount for RFP #5159 3.Proposal Detailed Information (Pages 1 and 2) for RFP #5159 AIS PUB Agenda Item #3 March 11, 2013 Page 5 of 5 Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Chuck Sears Transmission Engineering Manager Denton Municipal Electric Exhibit 4 DRAFT MINUTES 1 PUBLIC UTILITIES BOARD 2 3 March 11, 2013 4 5 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6 present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on 7 Monday, March 11, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton 8 Service Center, 901A Texas Street, Denton, Texas. 9 10 Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy 11 Robinson, Phil Gallivan, Barbara Russell, Leonard Herring and Lilia 12 Bynum 13 14 Ex Officio Members: Howard Martin, ACM Utilities; (absent) George Campbell, CM 15 OPEN MEETING: 16 17 CONSENT AGENDA: 18 19 20 3)Consider recommending approval of a three year unit price purchase agreement with 21 Schweitzer Engineering Laboratories, Inc., for purchase of substation protective relay and 22 control panels in an amount not to exceed $1,430,000. (RFP #5159) 23 Board Member Gallivan motioned to approve this item with a second from Board Member 24 Russell. The vote was 7-0 approved 25 . 26 27 Adjournment 11:06 a.m. ORDINANCE NO. _________ AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF SUBSTATION PROTECTIVE RELAY AND CONTROL PANELS FOR DENTON MUNICIPAL ELECTRIC IN A THREE (3) YEAR AMOUNT NOT TO EXCEED $1,430,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5159-AWARDED TO SCHWEITZER ENGINEERING LABORATORIES, INC.). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Polymer Station Class Arresters for Denton Municipal Electric 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; 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 in the following numbered request for proposal for materials, for 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 NUMBER CONTRACTOR AMOUNT 5159 Schweitzer Engineering Laboratories, Inc. $1,430,000 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 purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums 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 sums 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 permitted to be performed by the City of Denton under the RFP 5159 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated RFP, 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 the day of , 2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:____________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _________________________________ 6-ORD-RFP 5159 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS ANDSCHWEITZER ENGINEERING LABS (FILE 5159) THIS CONTRACT is made and entered into this __day of___________A.D.,2013, by and between Schweitzer Engineering Laboratories, Inc.a corporation, whose address is 2350 CITY OF NE Hopkins Court, Pullman, WA 99163, hereinafter referred to as "Supplier," and the DENTON, TEXAS , a home rule 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 partiesagree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s RFP # 5159-Supply of Protective Relay Panels, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (Exhibit “A”) (a)Special Terms and Conditions (Exhibit “B”, on file at the office of the (b)City of Denton’s RFP 5159 Purchasing Agent) (Exhibit “C”) (c)Standard Terms and Conditions (Exhibit “D”) (d)Conflict of Interest Disclosure (Exhibit "E") (e)Supplier’s Proposal. These documents make 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 orderin which they are listed above. These documents shall be referred to collectively as “Contract Documents.” RFP 5159 Exhibit A Special Terms and Conditions Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of achange shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier’s expense. Products that have been installed will be replaced at the supplier’s expense. Contract Terms The contract shall be for a one (1) year period from award date. The City and the Contractor shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled “price adjustments”, or the section(s) titled “termination”. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. Total Contract Amount The contact total for services shall not exceed $1,430,000. Pricing shall be per Exhibit E attached. Rights to Data, Documents and Computer Software (Government Entity Ownerships) Section I, Item 9, of the original RFP shall be revised to read: Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials (collectively “Work Product”) prepared by contractor in the performance of its obligations under this contract shall not be deemed “works made for hire” for the City of Denton. All such materials shall be delivered to the City by the contractor upon completion, or, to the extent completed upon termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all documents and information (City Materials) provided by the City to Contractor for Contractor’s internal business files. To the extent that any such Work RFP 5159 Product prepared by Contractor while performing the project is integrated into the project, Contractor hereby grants a perpetual, worldwide, non-exclusive, non-transferable, personal, revocable, limited license to use, copy and modify such Work Product for City’s internal business purposes only. Contractor’s Work Product and/or designs for other projects shallnot be used for any purpose except the applicable project without first obtaining Contractor’s written consent. City agrees to indemnify, defend and hold harmless Contractor and all related parties from and against any unauthorized use or reuse of Work Product furnished by Contractor. Contractor shall not use, willingly allow, or cause to have such City Materials used for any purpose other than the performance of contractor’s obligations under this contract without the prior written consent of the City. Performance Liquidated Damages Section I, Item 9, of the original RFP shall be revised to read: The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery is extended beyond the agreed delivery time frame as proposed and contracted. The Contractor shall be assessed a one half of one (.5%) percent fee each week or a pro-rated part thereof when any one of the performance standards outlinedabove are not met in full. In no event will the total fees and or penalties assessed for late delivery exceed five percent (5%) of the total contract price. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed. Shipping Delivery and Packaging Section 1, Item 22 –Delivery Delays shall be revised to read: Delivery Delays:If delay is foreseen, Contractor shall give written notice to the City and must keep the City advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the City to impose the following for the specific fault: i) For unaccepted delay in promised delivery City shall impose the liquidated damages fees indicated in Section 18 of the RFP; ii) for failure to meet specifications the City shall provide Contractor written notice to submit a plan to correct any such failures within ten (10) days of receipt of City’s notice. Should Contractor fail to submit a plan and/or not succeed in correcting the failures.The City may purchase goods and services of this RFP elsewhere and charge Contractor for costs associated to such purchase as agreed upon between Contractor and City.In no event shall the costs for such purchase exceed the amount of this Contract.Failure to pay a damage assessment is cause for Contract cancellation and/or removal of the Respondent from the City’s authorized list of suppliers. RFP 5159 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred toas the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City’s premises or on public rights-of-way. CONTRACTOR’S OBLIGATIONS 1. . The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. EFFECTIVE DATE/TERM 2. . Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. CONTRACTOR TO PACKAGE DELIVERABLES 3. : The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order orpurchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. SHIPMENT UNDER RESERVATION PROHIBITED 4. : The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. TITLE & RISK OF LOSS 5. : Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DELIVERY TERMS AND TRANSPORTATION CHARGES 6. : Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. RIGHT OF INSPECTION AND REJECTION 7. : The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. RFP 5159 NO REPLACEMENT OF DEFECTIVE TENDER 8. : Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. PLACE AND CONDITION OF WORK 9. : The City shallprovide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmlessfrom and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. WORKFORCE 10. A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS 11. : The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, andlocal health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of theContractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or et seq regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 .) and the Federal Water et seq Pollution Control Act, as amended, (33 U.S.C. §1251 .). INVOICES 12. : A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase releaseafter each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. Proper Invoices must include a unique invoice number, the purchase order or delivery order B. number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department . Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when RFP 5159 applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified.Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. PAYMENT 13. : A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at B. the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. INTENTIONALLY OMITTED vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failureof the Contractor to comply with any material provision of the Contract Documents. Any such amounts withheld shall be limited to the Purchase Order that is not in compliance, and shall be paid within thirty (30) days of correction and acceptance by the City of the non-complying Purchase Order. City shall compensate Contractor for any non-cancellable obligations, expenses incurred prior to City’s written notice, and/or any custom products developed for City by Contractor. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. RFP 5159 TRAVEL EXPENSES 14. : All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. FINAL PAYMENT AND CLOSE-OUT 15. : A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. SPECIAL TOOLS & TEST EQUIPMENT 16. : If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. RIGHT TO AUDIT 17. : A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. The City shall have the right to audit and copy only those records of Contractor relating to time and expenses or non-fixed price projects. SUBCONTRACTORS 18. : A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager,no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; RFP 5159 iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsibleto the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. WARRANTY-PRICE 19. : A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. WARRANTY –TITLE 20. : The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. WARRANTY –DELIVERABLES 21. : The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in , workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Contractor warrants that products are free from defects in material and workmanship for ten (10) years after shipment for all Contractor products, including Contractor-manufactured control enclosure structures and panels. This warranty is conditioned upon proper storage, installation, connection, operation and maintenance of products, prompt written notice to Contractor of any defects and, if required, prompt availability of products to Contractor for correction. This warranty shall be void in its entirety if the City fails to implement required product upgrades, modifies products without prior written consent to and subsequent approval of any such modifications by Contractor or uses products for any applications that require product listing or qualification not specifically included in the Contractor written quotation or proposal. If any product fails to conform to this warranty, the City properly notifies Contractor of such failure and the City returns the product to Contractor factory for diagnosis (and pays all expenses for such return), Contractor shall correct any such failure by, at its sole discretion, either repairing any defective or damaged product part(s) or making available, freight prepaid, by Contractor (Carriage Paid To (CPT) customer’s place of business) any necessary replacement part(s) or product(s). Any product repair or upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred bythe City to procure such deliverables from another source. RFP 5159 E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. WARRANTY –SERVICES 22. : The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractorwritten notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR’S WARRANTIES FOR D. DELIVERABLES AND SERVICES SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT TITLE AND PATENT INFRINGEMENT. Contractor shall, whenever possible, pass the original manufacturer warranty to Buyer for non-Contractor products. Contractor does not warrant non- Contractor products, including non-Contractor control enclosure structures, and non-Contractor products within Contractor panels, control enclosure structures and systems, and products or prototypes provided . by Contractor for testing, marketing, or loan purposes ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES 23. : If, instead of requiring immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it, the City may do so.. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. RIGHT TO ASSURANCE 24. : Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. STOP WORK NOTICE 25. : The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City, subject to the limits of liability in Section 31,as a result of the issuance of such Stop Work Notice. DEFAULT 26. : The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. RFP 5159 TERMINATION FOR CAUSE: 27. In the event ofa default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights andremedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. TERMINATION WITHOUT CAUSE 28. : The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty(30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. FRAUD 29. : Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. DELAYS 30. : A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or anyother cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. INDEMNITY 31. : A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, , OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RFP 5159 RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR . In no event, whether as a result of breach of contract, indemnity, warranty, AN INDEMNIFIED CLAIM tort (including negligence), strict liability or otherwise, shall Contractor be liable for any special, consequential, incidental, or liquidated damages, including without limitation any loss of profit or revenues, loss of use of products or associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services orreplacement power, downtime costs or claims of the City’s customers for such damages. Notwithstanding any term in this Contract, Contractor’s liability to City of Denton or its insurers for any loss or damage regarding this Contract shall be limited as follows: i) for those claims covered by Contractor’s insurance where City of Denton has been named as an additional insured upon the applicable insurance policy, Contractor’s liability shall be limited to the amount of the applicable insurance policy; ii) for all other claims except those arising as a result of Contractor’s violation of applicable law or patent infringement, Contractor’s liability shall in no event exceed $1,000,000, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. INSURANCE 32. : The following insurance requirements are applicable, in addition to the specific insurance Attachment A. requirements detailed in The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to theCity for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies areissued and shall be written by companies with A-VII or better A.M. Best ratings of . The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. In the event that the Contractor performs services on-site, all endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials ManagementDepartment 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims RFP 5159 history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. CLAIMS 33. : If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. NOTICES 34. : Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL 35. : All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked assuch. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. NO WARRANTY BY CITY AGAINST INFRINGEMENTS 36. : The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know ofany valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. CONFIDENTIALITY 37. : In order to provide the deliverables to the City, the City and Contractor may require access to certain of the Contractor or City’s,and/or its licensors’,confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential)(collectively, “Confidential Information”). The Contractor and City acknowledges and agrees that the Confidential Information is the valuable property of the Contractor/City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the affected partyand/or its licensors. The Contractorand City RFP 5159 (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the other party or in a manner not expressly permitted under this Agreement, unlessthe Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided thateither party promptly notifies the the other before disclosing such information so as to permit the Contactor/City reasonable time to seek an appropriate protective order. The City and Contractor agrees to use protective measures no less stringent than the City/Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. OWNERSHIP AND USE OF DELIVERABLES 38. : Contractor retains all its intellectual property rights. All documents, designs, drawings, plans, specifications and other work product (collectively “Work Product”) prepared by Contractor in performing services for the City shall not be deemed “works made for hire” for the City. To the extent that any such Work Product is prepared by Contractor while performing the Project, Contractor hereby grants the City a perpetual, worldwide, non-exclusive, non-transferable, personal, revocable, limited license to use, copy and modify such Work Product for internal business purposes only PUBLICATIONS 39. : All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. ADVERTISING 40. : The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. NO CONTINGENT FEES 41. : The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. GRATUITIES 42. : The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS 43. : No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressedor implied, of the Contractor shall render the Contract voidable by Exhibit C the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire (). INDEPENDENT CONTRACTOR 44. : The Contract shall not be construed as creatingan employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the Cityof Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of RFP 5159 Denton, Texas, or his designee under this agreement. ASSIGNMENT-DELEGATION 45. : The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. WAIVER 46. : No claim or right arising out of a breach of the Contract canbe discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of asimilar or different character. MODIFICATIONS 47. : The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. INTERPRETATION 48. : The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. DISPUTE RESOLUTION 49. : A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit thefiling of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties failto agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. JURISDICTION AND VENUE 50. : The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. RFP 5159 INVALIDITY 51. : The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of theContract be determined to be void. HOLIDAYS: 52. The following holidays are observed by the City New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not must be approved within the normal hours of operation by the City Manager of Denton, Texas or his authorized designee. SURVIVABILITY OF OBLIGATIONS: 53. All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. NON-SUSPENSION OR DEBARMENT CERTIFICATION: 54. The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal,State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. EQUAL OPPORTUNITY 55. Equal Employment Opportunity: A. No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. Americans with Disabilities Act (ADA) Compliance: B. No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) 56. The following federally funded requirements are applicable, in addition to the specific federally funded . requirements A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into theend product (whether or not such costs are paid to a domestic firm), and any applicable duty RFP 5159 (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domesticend product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality aretreated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a -10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". RIGHT TO INFORMATION: 57.The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. LICENSE FEESOR TAXES: 58.Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. PREVAILING WAGE RATES: 59. All respondents will be required to comply with Provision 5159a of “Vernon’s Annotated Civil Statutes” of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. http://www.access.gpo.gov/davisbacon/tx.html COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: 60.The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. FEDERAL, STATE, AND LOCAL REQUIREMENTS: 61.Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage.Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. DRUG FREE WORKPLACE: 62.The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug- free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. RFP 5159 RESPONDENT LIABILITYFOR DAMAGE TO GOVERNMENT PROPERTY: 63.The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment directly caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Damages which are directly Procurement Manager inwriting of any such damage within five(5) calendar days. caused by the Respondent shall be covered under the Respondent’s applicable insurance policies. Any damages which are not covered under the insurance policies of the Respondent will be subject to the Section 3 of this Contract. FORCE MAJEURE: 64.The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, orderof legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. NON-WAIVER OF RIGHTS: 65.Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. NO WAIVER OF SOVEREIGN IMMUNITY: 66.The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. RECORDS RETENTION: 67.The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in theContract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under theContract. RFP 5159 Exhibit D CIQ CONFLICT OF INTEREST QUESTIONNAIRE FORM For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session . OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. Name of person who has a business relationship with local governmental entity. 1 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not th later thanthe 7business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employme Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? YesNo B.Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? YesNo C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? YesNo D.Describe each affiliation or business relationship. 4 Signatureof person doing business with the governmental Date entity RFP 5159 Schweitzer Engineering Laboratories, Inc. City of Denton RFP # 5159 – Substation Protective Relay Panels Dated: January 29,2013 For information regarding this document, please contact Lewandoski Bryson@ 704-504-4205 E-mail: lewandoski_bryson@selinc.com SEL Project #: SELMX/13-0044Rev 0 City of Denton. (“Customer”)Schweitzer Engineering Laboratories (“SEL”) 2401 Whitehall Park Drive, Suite 200 Charlotte, NC 28273-3590, USA FAX: 704-504-5969 This document and all information contained herein is proprietary to Schweitzer Engineering Laboratories, Inc. Any unauthorized use, distribution, or reproduction of this document (in whole or in part) or of any information contained herein is specifically prohibited. This legend must appear on any authorized reproduction (in whole or in part). TABLE OF CONTENTS Part I SEL Standard Terms & Conditions (containing Standard Warranty) Part II Proposal SELMX13-0044 (Scope, Deviations, Exceptions and Revisions) Attachment C Business Overview Questionnaire Forms Attachment State of Texas License Attachment FReferences Attachment J Acknowledgment *Exhibit 1 Pricing Sheet (provided as separate file) 1. General Terms . These terms (“Terms”) shall govern all sales of Products any apparent damage in writing on carrier’s delivery receipt and request and Services to Buyer by Schweitzer Engineering Laboratories, Inc. (“SEL, carrier to make an inspection, (iv) notify SEL within Inc.”), its affiliates, subsidiaries, and/or divisions, (collectively, “SEL”), three (3) days of delivery and (v) send SEL a copy of carrier’s inspection unless otherwise agreed by SEL, Inc. in writing. For the purposes of these report. For Products shipped to addresses outside the United States, title and Terms and unless stated otherwise, “Products” shall mean the products risk of loss or damage shall pass to Buyer at the SEL factory upon delivery to manufactured by SEL, including SEL systems or control enclosure structures, the freight forwarder or carrier, and Buyer shall have a reasonable time after specified on the SEL sales order acknowledgment, including without receipt of Products to inspect and reject or accept Products. In any event, limitation any accessories, enclosed documentation and embedded software; acceptance shall be deemed to have occurred no later than fifteen (15) days and “Services” shall mean any SEL training, consulting, technical support after shipment. Buyer may not return any Product without prior written and any other services specified on the SEL sales order acknowledgment, consent of SEL. When applicable,SEL shall provide Buyer with one (1) copy except for projects governed by an SEL Engineering Services Proposal. By of instructions for each Product. Buyer may not reproduce such instructions. accepting delivery of Products or Services, Buyer agrees to be bound by these Buyer may order additional copies from SEL. All instructions and related Terms. No order shall be deemed accepted until the SEL sales order documentation shall be in English. Although SEL or its representatives may acknowledgment has been sent to Buyer, and all orders are subject to SEL’s from time to time provide translations of such instructions and documentation ability to obtain, on appropriate terms and within a reasonable amount of as a courtesy, the English version shall govern in the event of, and SEL shall time, any export or import license or permit required by applicable law or not be liable for, any discrepancies. The English versions are available at regulation. SEL shall have the right to cancel any order at any time for failure selinc.com.Any information, suggestions or ideas transmitted by Buyer to of Buyer to agree to these Terms or for any material breach by Buyer of these SEL in connection with performance hereunder shall not be regarded as Terms, including without limitation failure to pay any amounts due, violation proprietary or confidential, unless identified in writing by Buyer and of the then-current SEL Software License Agreement or noncompliance with acknowledged in writing by SEL. the then-current SEL credit requirements. 4. Intellectual Property . Buyer shall not challenge the validity of any SEL 2. Prices, Taxes and Payment Terms . Prices shall be the prices in effect on intellectual property, including without limitation any trademarks, service the date of the SEL sales order acknowledgment, and are subject to change marks, trade dress, patents, copyrights, trade secrets or licenses. Buyer without notice. Each quotation or proposal is valid for sixty (60) days from acknowledges that SEL intellectual property is the sole property of SEL. By its date, unless specified otherwise. For sales toBuyers within the continental sale of Products or Services to Buyer, SEL does not transfer any SEL United States, prices include ground freight prepaid to Buyer’s place of intellectual property rights (including without limitation rights to designs or business. For sales to Buyers outside the continental United States, prices are other work product). Buyer shall not remove or alter any trademarks, service exclusive of any freight, packing or insurance charges and any customs, marks or trade dress that identify SEL, nor use any trademarks, service sales, use, value-added, property or similar taxes, tariffs or duties. For marks, trade dress or any other intellectual property that, in the sole Services performed on a time and expense basis, charges shall include time discretion of SEL, is confusingly similar to those of SEL. Any software and expenses incurred in the previous calendar month. For Services (including firmware) included with Productsis owned by SEL (or its performed on a fixed-price basis, charges shall include the price of major licensors) and is licensed, not sold, to Buyer. Buyer may use such software deliverables substantially completed in the previous calendar month. For only with Products and only as intended by SEL. All software shall be Services, additional charges may result from modifications to the desired provided subject to the then-current SEL Software License Agreement. Services or from unforeseen conditions. Payment terms for all Products and 5. Product Warranty and Services Commitment .SEL warrants to Buyer Services are net thirty (30) days from date of invoice. All payments shall be that Products are free from defects in material and workmanship for ten (10) made in United States Dollars, unless specified otherwise. Buyer must meet years after shipment for all SEL Products, including SEL-manufactured the then-current SEL credit requirements to purchase on credit. If, in the control enclosure structures and panels. Such warranty shall be for five (5) judgment of SEL, the financial condition of Buyer at any time prior to years after shipment for EOS Products.This warranty is conditioned upon delivery does not justify the payment terms, SEL may require payment in proper storage, installation, connection, operation and maintenance of advance or postpone or cancel any outstanding order, whereupon SEL shall Products, prompt written notice to SEL of any defects and, if required, be entitled to receive reasonable cancellation charges. Delays in delivery or prompt availability of Products to SEL for correction. This warranty shall be non-conformities in any installments shall not relieve Buyer of its obligation void in its entirety if Buyer fails to implement required Product upgrades, to pay any remaining installments. SEL may, at its sole discretion, impose a modifies Products without prior written consent to and subsequent approval late charge equal to the lesser of 1.5% per month or the highest applicable of any such modifications by SEL or uses Products for any applications that rate allowedby law on all amounts not paid when due. Any payment made by require product listing or qualification not specifically included in the SEL Buyer shall be applied to amounts due before being applied to current orders. written quotation or proposal. If any Product fails to conform to this Notwithstanding the foregoing, Buyer’s failure to pay amounts due shall be warranty, Buyer properly notifies SEL of such failure and Buyer returns the deemed a material breach of these Terms, and any acceptance by SEL of late Product to SEL factory for diagnosis (and pays all expenses for such return), payments shall not be deemed a waiver of such breach. To the extent allowed SEL shall correct any such failure by, at its sole discretion, either repairing by law, SEL shall be entitled to recover all costs incurred in collecting any defective or damaged Product part(s) or making available, freight amounts due from Buyer, including without limitation legal fees and other prepaid, by SEL (Carriage Paid To (CPT) customer’s place of business) any costs (including without limitation disbursements). necessary replacement part(s) or Product(s). Any Product repair or upgrade 3. Delivery, Documentation and Disclosure of Information . Delivery dates shall be covered by this warranty for the longer of one (1) year from date of are approximate, based upon prompt receipt of all necessary information repair or the remainder of the original warranty period. TO THE MAXIMUM from Buyer and do not constitute a contractual obligation. If drawing EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE approval is required, drawings must be returned on schedule to maintain EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, estimated shipping dates. SEL shall pack and ship Products according to its WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING standard procedure, and all shipments shall be sent to Buyer using the SEL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR standard freight forwarder or carrier. Buyer shall pay for any increased costs PARTICULAR PURPOSE AND WARRANTIES ARISING FROM due to special packing, shipment (including freight forwarders or carriers COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), required by Buyer) or insurance requests, as well as any detention charges. EXCEPT TITLE AND PATENT INFRINGEMENT. SEL shall, whenever For Products shipped to addresses within the United States, title and risk of possible, pass the original manufacturer warranty to Buyer for non-SEL loss or damage shall pass to Buyer upon delivery to Buyer’s place of products. SEL does not warrant non-SEL products, including non-SEL business. Buyer must unpack and examine Products immediately and, if control enclosure structures, and non-SEL products within SEL panels, damage is discovered, (i) maintain Products at the place of examination, (ii) control enclosure structures and systems, and products or prototypes provided retain the shipping container and packing material, (iii) notify the carrier of by SEL for testing, marketing, or loan purposes. SEL shall perform Services in a manner consistent with the degree ofcare and skill ordinarily exercised SEL, or integration of any Product with any non-SEL product, and Buyer by members of the same profession currently practicing under similar shall fully indemnify, defend and hold harmless SEL and all related parties circumstances. SEL shall reperform (or, at SEL’s option, pay a third party to from and against any such patent infringement claim. reperform) any 8. Transfer to End-User Other Than Buyer . Priorto resale of any Product, defective Services (including Services performed in conjunction with SEL Buyer shall obtain written authorization from SEL for any such resale. To systems) at no cost upon receipt of notice detailing the defect(s) within one obtain such authorization, Buyer shall provide SEL, initially and on an (1) year of performance of the original Services. ongoing basis, with complete and accurate end-user data for each Product. 6. Limitation of Liability, Indemnity and Insurance . In no event, whether Buyer shall provide the end-user of each Product with all product as a result of breach of contract, indemnity, warranty, tort (including notices, warnings, instructions, recommendations, bulletins and similar negligence), strict liability or otherwise, shall SEL liability to Buyer or its materials provided directly or indirectly by SEL. In the event Buyer transfers insurers for any loss or damage exceed the price of the specific Product or to a third party any Product or any right or interest therein, Buyer shall Service that gave rise to the claim, and any liability shall terminate upon the indemnify, defend and hold harmless SEL and all related parties from and expiration of the warranty period. No claim, regardless of form, arising from against any claims against SEL in excess of any SEL obligations under these these Terms may be brought by Buyer more than one (1) year from the date Terms by such transferee or any other party. Any assignment or transfer of such claim accrues. In no event, whether as a result of breach of contract, any Product without prior written authorization from SEL shall void the SEL indemnity, warranty, tort (including negligence), strict liability or otherwise, warranty. Buyer may not assign or transfer any Product where such shall SEL be liable for any special, consequential, incidental, liquidated or assignment or transfer would violate any applicable export laws, regulations punitive damages, including without limitation any loss of profit or revenues, or orders. Buyer warrants that the shipping information is true and accurate to loss of use of Products or associated equipment, damage to associated the best of their knowledge. The attempted assignment or transfer by Buyer equipment, cost of capital, cost of substitute products, facilities, services or of these Terms or any rights or duties hereunder without prior written consent replacement power, downtime costs or claims of Buyer’s customers for such of SEL shall not relieve Buyer of any obligations to SEL. damages. If SEL or its subcontractors or suppliers provide Buyer with advice 9. Contract Variations . If Buyer requires approval of drawings, such or other assistance, including input of customer-provided or customer- approval must be received by SEL no later than ten (10) working days after requested settings and advice related thereto, concerning any Product or any submittal of drawings by SEL to Buyer. Buyer’s failure to comply with this system or equipment in which any such Product may be installed, the requirement may result in additional costs and delays, which shall be Buyer’s provision of such advice or assistance shall not subject SEL to any liability, sole responsibility. Where Buyer’s specifications lack sufficient detail, SEL whether as a result of breach of contract, indemnity, warranty, tort (including reserves the right to design Products in accordance with good commercial negligence), strict liability or otherwise. SEL shall not be liable for any practice, as determined at the sole discretion of SEL. If at any time Buyer claims or losses resulting from any unauthorized access to Products. Buyer makes changes to its design specifications, the SEL sales order confirms that it has read the manuals and instructions for use of Products (or acknowledgment shall be subject to renegotiation of price terms and delivery that it will do so) and shall not install or operate Products unless Buyer is to reasonably cover any resulting costs or delays. Any order may be competent to do so. Buyer shall indemnify, defend and hold harmless SEL terminated by Buyer only upon written notice and payment of reasonable and all related parties from and against any claims, demands, causes of termination charges, including without limitation a reasonable restocking fee action, losses, costs and expenses, including without limitation legal fees and plus all costs incurred up to the date of termination. Any order delayed at other costs, arising directly or indirectly from, as a result of or in connection Buyer’s request shall be subject to the prices and Terms in effect at the time with the acts or omissions of Buyer, its officers, employees, agents or of release of such delay. Any such order delayed beyond a reasonable period representatives, including without limitation (i) Buyer’s modification or shall be treated as a Buyer termination, and Buyer shall be responsible for integration of any Product, (ii) Buyer’s specifications, (iii) Buyer’s relay reasonable delay and termination costs. settings, which may or may not be based on relay setting examples or guides 10. Governing Law and Dispute Resolution . The laws of the State of from SEL, (iv) any changes made by Buyer or others related to design Washington, USA, excluding conflict of laws principles, shall govern these documents produced by SEL, (v) any unauthorized use or reuse of the Terms. The parties reject any applicability of the United Nations Convention designs, drawings, plans and specifications furnished by SEL, (vi) Buyer’s on Contracts for the International Sale of Goods. Any controversy or claim failure to fully utilize the password protection available in any Product arising out of or relating to these Terms, or the breach thereof, shall be settled (including without limitation Buyer’s failure to use passwords or to change by binding arbitration administered by the American Arbitration Association default passwords to unique Buyer passwords) or (vii) any breach of these in accordance with its Commercial Arbitration Rules, and judgment on the Terms by Buyer. Buyer shall maintain commercially reasonable insurance arbitration award may be entered in any court of competent jurisdiction. (including waiver of subrogation) against liability and property damage, Arbitration shall be held in Seattle, Washington, or another location agreed including without limitation all standard commercial, environmental and, for upon by the parties, and shall be conducted in English. The prevailing party any Products used in connection with any nuclear facility or activity, nuclear to any dispute shall be entitled to recover legal fees and other costs (including incident insurance. without limitation arbitration fees, disbursements, and collection costs). 7. Patent Indemnity . SEL shall defend any action brought against Buyer 11. Miscellaneous. These Terms constitute the entire agreement between SEL based on a claim that any Product as provided by SEL infringes any United and Buyer, and supersede any prior or contemporaneous verbal or written States patent, and SEL shall pay any award or settlement recovered against agreements, negotiations, commitments, representations or correspondence Buyer in any such action and shall reimburse Buyer for reasonable costs between the parties, including without limitation any terms on any purchase incurred by Buyer in the defense of any such action, provided that Buyer order form. SEL rejects any representation, express or implied warranty, gives SEL prompt notice of such action, reasonable assistance in the defense course of performance or dealing, trade usage or any different or additional thereof and full opportunity to control all aspects thereof, including terms not set forth herein. SEL reserves the right to modify or revoke any settlement, and does not take any position adverse to SEL in connection with quote or order to comply with applicable laws and market conditions. Any such action. In the event such Product is held to constitute infringement and notice pursuant to these Terms shall be deemed given when sent by registered use of the Product is enjoined (or SEL foresees a substantial risk of such mail, certified mail (return receipt requested), overnight delivery, or fax event), SEL shall, at its sole discretion, exchange the Product with a non- (receipt confirmed) to an authorized officer at the address or fax number infringing Product, acquire the right for Buyer to continue using it, modify it provided on the SEL sales order acknowledgment or, if no such address or so that it becomes non-infringing or repurchase it from Buyer for a fair fax number is provided, at the registered headquarters of the other party. All portion of the original price. SEL shall not be liable for damages that arise rights and duties hereunder shall be for the sole and exclusive benefit of after SEL offers one of the foregoing remedies in good faith. SEL shall not be Buyer and SEL, and not for the benefit of any other party. No failure or delay liable for any patent infringement claim arising from any custom Product, by either party in exercising any right or remedy, or insisting upon strict modification of any Product, integration of any Product not as intended by compliance by the other party with any obligation in these Terms, shall constitute a waiver of any right thereafter to demand exact compliance with these Terms. The invalidity, in whole or part, of any provision in these Terms shall not affect the remainder of such provision or any other provision and, where possible, shall be replaced by a valid provision that effects as close as possible the intent of the invalid provision. Neither party shall be liable for failure to perform or delay in performance of any obligation under these Terms (except payment of amounts already due and owing) where such failure or delay results from any event beyond its reasonable control. Any modification of these Terms must be in a writing signed by an authorized officer of SEL. SECTION 1: SCOPE OF SERVICES 1.1 GENERAL This proposal is provided in response to City of Denton Request for Quotation # 5159 dated January 11, 2013. Fully Assembled Standard Relay Panels: Service DescriptionQtyPrice $154,480.00 12 1.411L / 311L Line Relay and Breaker Control Panel In accordance to the BOM indicated in the customer Drawing LINE PANEL-BM Rev 0 dated 06/2008 $54,180.00 7 2.351S Breaker Control Panel In accordance to the BOM indicated in the customer Drawing BREAKER PANEL-BM Rev 0 dated 06/2008 $64,290.00 4 3.Bus & Breaker Control Panel In accordance to the BOM indicated in the customer Drawing BUS/BREAKER PANEL-BM Rev 0 dated 06/2008 $39,960.00 4 4.Bus Differential Panel In accordance to the BOM indicated in the customer Drawing BUS PANEL-BM Rev 0 dated 06/2008 $53,185.00 9 5.T1M Transformer Meter Panel In accordance to the BOM indicated in the customer Drawing T1M METER PANEL-BM Rev 0 dated 02/2008 $63,385.00 5 6.T1S Transformer/Bus Differential Panel In accordance to the BOM indicated in the customer Drawing TRANSFORMER SECONDARY T1S-BM Rev 0 dated 02/2008 $21,600.00 4 7.HMI Panel In accordance to the BOM indicated in the customer Drawing HMI-BM Rev 0 dated 02/2008 $10,725.00 1 8.Transformer Differential and Breaker Control Panel In accordance to the BOM indicated in the customer Drawing XFMR-BREAKER PANEL-BM Rev 0 dated 06/2008 Estimated Annual Subtotal for all Fully Assembled Standard $ 461,805.00 Relay Panels: Audra Substation Fully Assembled Relay Panels: Service DescriptionQtyPrice $6,020.00 1 9.138kV Breaker C410 Control Panel, 351S In accordance to the BOM indicated in the customer Drawing CR-C410-BM Rev 0 dated 06/2008 $9,655.00 1 10.Arco 138kV Line, 411L / 311L Line Relay and Breaker Control Panel In accordance to the BOM indicated in the customer Drawing CR-C420-BM Rev 0 dated 06/2008 $10,715.00 1 11.138kV Bus (C430-C440) & Breaker (C430) Control Panel In accordance to the BOM indicated in the customer Drawing CR-C430-BM Rev 0 dated 06/2008 $9,655.00 1 12.Industrial 138kV Line, 411L / 311L Line Relay and Breaker Control Panel In accordance to the BOM indicated in the customer Drawing CR-C440-BM Rev 0 dated 06/2008 $6,020.00 1 13.138kV Breaker C450 Control Panel, 351S In accordance to the BOM indicated in the customer Drawing CR-C450-BM Rev 0 dated 06/2008 $9,655.00 1 14.Woodrow 138kV Line, 411L / 311L Line Relay and Breaker Control Panel In accordance to the BOM indicated in the customer Drawing CR-C460-BM Rev 0 dated 06/2008 $10,715.00 1 15.138kV Bus (C470-C480) & Breaker (C470) Control Panel In accordance to the BOM indicated in the customer Drawing CR-C470-BM Rev 0 dated 06/2008 $9,655.00 1 16.Kings Row 138kV Line, 411L / 311L Line Relay and Breaker Control Panel In accordance to the BOM indicated in the customer Drawing CR-C480-BM Rev 0 dated 06/2008 $4,320.00 1 17.HMI Panel In accordance to the BOM indicated in the customer Drawing CR-HMI-BM Rev 0 dated 02/2008 Service DescriptionQtyPrice $9,055.00 1 18.Transformer #1 Secondary Transformer/Bus Differential Panel In accordance to the BOM indicated in the customer Drawing CR-T1S-BM Rev 0 dated 02/2008 $4,835.00 1 19.Transformer #1 Meter Panel In accordance to the BOM indicated in the customer Drawing CR-T1M-BM Rev 0 dated 02/2008 $9,055.00 1 20.Transformer #2 Secondary Transformer/Bus Differential Panel In accordance to the BOM indicated in the customer Drawing CR-T2S-BM Rev 0 dated 02/2008 $4,835.00 1 21.Transformer #2 Meter Panel In accordance to the BOM indicated in the customer Drawing CR-T2M-BM Rev 0 dated 02/2008 Subtotal for all Fully Assembled Relay Panels for Audra $ 104,190.00 Substation: Note: Freight is considered prepaid and allowed as part of the bid price. The Panels and any other material will be shipped DDP to Denton Texas. Unit Costs for Addition or Removal of SEL Protective Relays and Incon LTC Position Indicators Provided by DME (including panel blank and wiring): Service DescriptionQtyPrice $355.00 1 22.0311L13DD4254X2XX $580.00 1 23.0411L0X6X5XXDDX357424XX $310.00 1 24.0735VX20944CGXA4XX16101XX $580.00 1 25.0351S6X3D4E5421 $355.00 1 26.0387604X53XX4XX $270.00 1 27.0587Z0X325312XX $580.00 1 28.0487B1X6X52XXXXE37EPXXX $490.00 1 29.241101AA0BA1A0X0000 $490.00 1 30.241421ABACACA850000 $310.00 1 31.751A51ACA0X0X850000 $270.00 1 32.0551C0BX533X $180.00 1 33.203233X40XG0XX $205.00 1 34.33542H1022030XXXXX, SUID #10855 $335.00 1 35.35303ADD1211X0 $335.00 1 36.2100XX4443 $125.00 1 37.240700013 $580.00 1 38.24402311A1A11630 $125.00 1 39.2725S23XX $270.00 1 40.1250-LTC-1-I-S-120 Note: Proposed Costs for Addition or Removal of SEL Protective Relays and Incon LTC Position Indicators Provided by DME (items #22 –40) do not include the device costs and do not represent changes required after receipt of orders. Such changes will be executedas a Change Order. Unit Cost for Installation of Miscellaneous Items (including item cost, panel hardware, and wiring all in accordance with DME drawings): Service DescriptionQtyPrice $390.00 1 41.129A514G01A $365.00 1 42.FMS-10E $360.00 1 43.FMS-10A $370.00 1 44.FMS-10B $365.00 1 45.FMS-10AB $815.00 1 46.P/N 330FP $805.00 1 47.P/N 330S $820.00 1 48.P/N 330DC $825.00 1 49.P/N 330Z6 $810.00 1 50.P/N 330(10B/10B/10E) $130.00 1 51.800T-QSTH13 G $130.00 1 52.800T-QSTH13 R $135.00 1 53.800T-QSTH13 A $135.00 1 54.800T-QSTH13 W $975.00 1 55.7810D $365.00 1 56.24203B $85.00 1 57.USCC3 $70.00 1 58.USCC2 $60.00 1 59.USCC1 $50.00 1 60.ATMR15 $50.00 1 61.ATMR6 $55.00 1 62.EB27B06S $60.00 1 63.UA-12-KS-PM Service DescriptionQtyPrice $70.00 1 64.ENSP1F5 $0.00 1 65.Price reduction for decreasing panel depth to 19" $0.00 1 66.Price addition for inter-panel wire way cover for 19" to 23 " panel $110.00 1 67.2' fluorescent light fixture mounted at the top of a relay panel with switch Note: Proposed Cost for Installation of Miscellaneous Items (items #41 –64) only represents Adder prices for additional materials required prior to the order of relay panels. Changes required after receipt of orders will be executed as a Change Order. 1.2.- SCOPE OF SUPPLY The scope of supply includes all necessary labor, design, diagrams, materials, equipment, and services required for the manufacture and delivery of eight (8)types ofProtection and Control Panels, Costs for Addition or Removal of SEL Protective Relays and InconLTC Position Indicators Provided by DME (including panel blank and wiring),Cost for Installation of Miscellaneous Items (including item cost, panel hardware, and wiring all in accordance with DME drawings)all this corresponds to the City of Denton PanelBlanket. Additionally the scope includes the first Panel Blanket project - Thirteen (13) Protection and Control Panels for Audra Substation all this in accordance with the City of Denton Request for Quotation # 5159 dated January 11, 2013, Exhibit 2 Technical specificationand Customer Drawings provided. Factory Acceptance Testing (FAT) is considered part of the scope for quality assurance purposes and is included in the Panel’s price. Control Open Rack Specifications 1. Equipment, materials, and accessories will be furnished, mounted, and connected as indicated on the drawings. Equipment, materials, and accessories listed by catalog number will be furnished as specified. 2. The Open Rack will be vertical and freestanding self-supporting, supports on sides of open racks for mounting terminal blocks and miscellaneous equipment. Nominal 1/8”, 11 gauge, cold-rolled sheet steel, formed with rolled lip on top, bottom and sides. The Open Racks will be installed indoors. 3.Open Rack 32”W x (23” or 18”D) x 91 5/8"H, Rack 23", customer design. 4. SEL will also provide miscellaneous nuts and screws, cable ties, insulated ring tongue connectors, cable troughs for horizontal wiring, wire, nameplates, and any other miscellaneous material required to complete open rack wiring not specifically listed on the Open Rack Front View Drawings supplied by the customer. 5. Color of finish will be ANSI No. 61 Light Gray. 6. Insulated compression type ring tongue connectors will be used for all terminations except for devices designed for direct wire terminations. A direct wire connection terminal will accommodate a maximum of two (2) wires. 7. There will be no splices in the Open Rack wiring. 8. Equipment terminals will be readily accessible from rear of the open rack, without removal of equipment or fixed auxiliary rack. 9. The Open Rack will be arranged to allow adequate space for termination and testing. 10. SEL will provide complete factory wiring for the control panel and equipment mounted in the panel. Wire and Cable will be type SIS, rating 600 Volts, 90 °C. This proposal does not include: On site work or Customer training. Supply of equipment necessary for testing of relays. Special tools for maintenance or installation. Setting of protective relays or programming of HMI. Table A. Engineering deliverables (Panel Blanket) DeliverablesBy CustomerBy SELSchedule AFC Protective One Line Within the receipt of an Diagramacceptable Purchase Order (PO). AFC Name Plate list Within the receipt of PO. AFC Panel LayoutWithin the receipt of PO. AFC BOMSWithin the receipt of PO. Structural Drawingsfor Within twoweeks of approval receipt of PO. Customer supplied itemsWithin Threeweeks of receipt of PO. AFC AC / DC SchematicsWithin four weeks of receipt of PO. AFC Wiring DiagramsWithin four weeks of receipt of PO. Factory Acceptance TestingTenweeks after receipt of PO Instruction Manuals: With the panel shipment. Three (3) Hardcopy / Two (2) CD As BuiltsWith thepanel shipment. Three (3) Hardcopy / Two (2) CD Table A. Engineering deliverables (Audra Substation) DeliverablesBy CustomerBy SELSchedule AFC Protective One Line Within the receipt of an Diagramacceptable Purchase Order (PO). AFC Name Plate list Within the receipt of PO. AFC Panel LayoutWithin the receipt of PO. AFC BOMSWithin the receipt of PO. Structural Drawings for Within one week of receipt approval of PO. Customer supplied itemsWithin twoweeks of receipt of PO. AFC AC / DC SchematicsWithin twoweeks of receipt of PO. AFC Wiring DiagramsWithin twoweeks of receipt of PO. Factory Acceptance TestingEightweeks after receipt of PO Instruction Manuals: With the panel shipment. Three (3) Hardcopy / Two (2) CD As BuiltsWith the panel shipment. Three (3) Hardcopy / Two (2) CD Note 1: AFC = Approved For Construction Note 2: Instruction manuals are to include catalog information for Non-SEL devices, SEL Relay manuals (i.e. one for each type supplied), As Builts of BOMs, Nameplate Lists, Panel Layout and Structural Drawings, AC/DC Schematics, Internal Panel Wiring Diagrams, Panel to Panel Wiring Diagrams and Factory Acceptance Test Reports. PAYMENT AND WORK SCHEDULE The price does not include any sales or use tax. This proposal is valid for 90 days. SELreserves the right to withdraw this offer if mutually accepted credit terms cannot be agreed upon. Payment and Credit Terms If your company does not have established credit terms sufficient to cover this purchase, SEL reserves the right to require any of the following: credit information, prepayment, Letter of Credit, or progress payments prior to acceptance. Payment Terms: Net 30 days after invoice date. Schedule Panel Blanket Delivery of Equipment will be twelve (12) weeksafter receipt of an acceptable Purchase Order. Delivery is contingent upon the following: Customer supplying “Approved For Construction” Drawings defined in Table A per the schedule defined in Table A. SEL submitting “Approval” Drawings defined in Table A per the schedule defined in Table A. Customer reviewing/approving SEL drawings submitted for approval within one (1) week of receipt. Audra Substation Delivery of Equipment will be ten(10) weeksafter receipt of an acceptable Purchase Order. Delivery is contingent upon the following: Customer supplying “Approved For Construction” Drawings defined in Table A per the schedule defined in Table A. SEL submitting “Approval” Drawings defined in Table A per the schedule defined in Table A. Customer reviewing/approving SEL drawings submitted for approval within one (1) week of receipt. Drawings will be transmitted electronically by email to expedite approval turnaround time. SEL will furnish a schedule for the project within one week after receipt of an acceptable purchase order. Failure to supply requested information in a timely manner will affect the schedule. Upon customer request, digital photos of the panels will be provided as they progress in manufacturing. SECTION 2: CLARIFICATIONS AND EXCEPTIONS SEL developed the scope of work, schedule, and price based on the information provided to us as listed in the proposal. Should additional or changed work be required, including such work resulting from unusual conditions or for any other reasons that are not evident from the information provided, changes to the price or schedule may result. Project Manager A project manager will be assigned to the project. The project manager will be responsible for overseeing and maintaining the schedule within SEL. He will also be the point of contact with the customer in order to maintain a smooth flow of information. Time and Expense Added Work SEL will do added work on an actual time and expense basis, unless SEL and the customer agree on other arrangements. The party identifying a potential change in scope will request the change of scope to the other in writing (fax, email, or letter). SEL will identify any budget or schedule impact and submit it for approval. SEL will proceed with the work as soon as SEL receives written approval, in accordance with established contract provisions. The control panels, the PowerCORE® and other electrical control enclosure products are manufactured in SEL's subsidiary in Mexico, Schweitzer Engineering Laboratories, S.A. de C.V. Installation, commissioning, Factory Acceptance Testing and other testing and warranty services may be performed on-site by qualified personnel of Schweitzer Engineering Laboratories, S.A. de C.V. Work performed on an actual time and expense basis will be in accordance with the following schedule of unless specifically modified in this proposal charges, : Travel Expenses 1 Base Rate Travel Rate Overtime Rate & Per Diem Field Application $135/Hr. $135/Hr. $203/Hr. Actual/Reasonable Engineer Engineer $100/Hr. $100/Hr. $150/Hr. Actual/Reasonable Testing Technician$85/Hr. $85/Hr. $128/Hr. Actual/Reasonable Installation $75/Hr. $75/Hr. $113/Hr. Actual/Reasonable Supervisor Designer$65/Hr. $65/Hr. $98/Hr. Actual/Reasonable Installation Labor$50/Hr. $50/Hr. $75/Hr. Actual/Reasonable 1 Overtime is defined as time in excess of eight hours and is applied only when working away from SEL offices. The overtime rate is also charged for weekends and U.S. holidays. Customer is to reimburse SEL for actual and reasonable travelexpenses such as airline tickets, meals, lodging, rental car, parking, and fuel (where applicable). Airline tickets are coach rate to the commercial airport nearest the work site. The hourly rates quoted include clerical support and the use of personal computers loaded with ®®®® MicrosoftOffice, LotusNotes, MATLAB, MathCAD, and SEL developed software (including ® SEL-5010 Relay Assistant, SEL-5020 Settings Assistant, SELSEL-5030 Software, and ACERATOR SEL-5040 Power System Report Manager) used in the preparation, documentation, and processing of settings for SEL products. SEL does not bill for long distance telephone, fax, low-volume copying, and document shipping. Other expenses directly related to performance of approved work, including but not limited totravel, subsistence, and bound document preparation will be billed at actual cost (no mark-up). Hourly rates quoted are for workperformed in calendar year 2013. Factory Acceptance Testing (FAT) After factory assembly and wiring of equipment, SEL will conduct functional tests to verify correct wiring operation of equipment. FAT activities include the following: Pre-functional test checkout (i.e., general workmanship, wire continuity, etc.) Loading customer supplied settings into all relays and communications processors (i.e. if supplied by customer) or loading of standard basic settings defined by SEL. DC Control Circuit Functional Tests. AC Sensing Circuit Functional Tests. SEL has the adequate and certified test equipment, in quality and quantity, in order to perform the above Tests. FAT testing does not include: 1000 Volt DC Megger. Switchboard and insulation testing. Data cable connection checkout. Communications status checkout. There is no charge for the customer being present during factory acceptance testing. The customer will be notified at least two weeks prior to the FAT. Compliance SEL will comply with state and local codes, standards, rules, regulations, and laws insofar as they donot exceed national codes, standards, rules, regulations, and laws. In the event a part, other than protective relays, is not obtainable or develops a lengthy lead time, SEL will consult with the customer to determine if the project deadline can be extended or the part can be substituted with an alternate manufacturer’s model that will meet or exceed the specifications of the original part. Standard Clarifications 1.SEL’s scope is limited to the hardware defined in customer drawings no.LINE PANEL-BM Rev 0 dated 06/2008, BREAKER PANEL-BM Rev 0 dated 06/2008, BUS/BREAKER PANEL-BM Rev 0 dated 06/2008, BUS PANEL-BM Rev 0 dated 06/2008, T1M METER PANEL-BM Rev 0 dated 02/2008, TRANSFORMER SECONDARY T1S-BM Rev 0 dated 02/2008, HMI-BM Rev 0 dated 02/2008 & XFMR-BREAKER PANEL-BM Rev 0 dated 06/2008;and the engineering deliverables defined in Table A. Should there be a change in hardware or a change in engineering content, there may be a change in price and schedule. 2.SEL will be providing approval drawings electronically via email to minimize processing and approval times. Hard copies of as builts and instruction manuals will be provided in hard copy quantities required by the RFQ. 3.SEL requests that AFC drawings be provided in .dwg format to reduce hours spent in developing layouts for approval as required by specification. 4.SEL will load customer-supplied settings if supplied in appropriate format (i.e. 5010 or AcSELerator format) and one month prior to shipment free of charge. 5.Proposed lead times: For blanket panels items #1 - #8 of the Exhibit #1 Pricing Sheet, Fully Assembled Standard Relay Panels, SEL is offering a 12-week delivery time. For the Audra Substation Panels, items #9 - #21 of the Exhibit #1 Pricing Sheet, SEL is offering a 10-week delivery time. 6.Please, see our ISO 9001 quality certificate. Project Specific Clarifications 1.SEL is not offering communication cables (i.e. copper or fiber optic) or transceivers, if customer gives us distances and types we will happy to quote them. 2.SEL is considering ourstandard Wire and Cable type SIS, rating 600 Volts, 90 °C. SEL could not find the type of cable STS indicated in the Technical Specification Protective Relay Panels Exhibit 2, point V. A. 10. 3.Price Adjustments –The Producers Price Index (PPI) as well as other indices do not accurately reflect price adjustments seen within this industry. Costs fluctuations of steel, third party supplier materials, and freightare beyond the control of SEL, Inc.As these items are not accurately reflected by the Producers Price Index (PPI) and other indices, SEL would ask all price increases or decreases be based upon actual supplier costs. SEL will be more than please to discuss alternative sources for determining price adjustments. 4.Exhibit 1 - Pricing Sheet Exclusions & Comments SEL 3354 Automation Computing Platform,33542H1022030XXXXX, SUID #10855is no longer available. Once an updated device has been identified, SEL will be happy to update the pricing sheet. SEL 3530 Real-Time Automation Controller, 35303ADD1211X0 is invalid as the 3530 PNs have been changed toadd six additional characters. Once an updated device has been identified, SEL will be happy to update the pricing sheet. Proposed Costs for Addition or Removal of SEL Protective Relays and Incon LTC Position Indicators Provided by DME (items #22 –40) do not include the device costs and do not represent changes required after receipt of orders. Such changes will be executed as a Change Order. Proposed Cost for Installation ofMiscellaneous Items (items #41 –64) only represents Adder prices for additional materials required prior to the order of relay panels. Changes required after receipt of orders will be executed as a Change Order. ConsentAgendaL AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Environmental Services and Sustainability UTILITIES ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a “Further Extension to Amendment No. 1” to the “Memorandum of Understanding – The Environment,” by and between the City of Denton, Texas and the University of North Texas which provides for the further extension of the terms of said agreement until September 30, 2016; providing for the expenditure of funds therefor; providing an effective date. BACKGROUND For well over a decade, the City of Denton and the University of North Texas (UNT) have performed a number of collaborative projects related to water, wastewater, and mosquito assessment/control. Many of these projects were small (less than $25,000) and were performed on an "as needed" basis. Although the partnership between UNT and the City of Denton has been a great benefit for both entities, substantial personnel time was required to work out the terms for each of these individual research agreements. Both entities recognized that the process could be streamlined by adopting a Memorandum of Understanding (MOU). A MOU was drafted, reviewed, and approved by the City of Denton and the University of North Texas in May 2003. The 2003 MOU was designed to expire in 3 years, but contained a clause to extend the term of the MOU if mutually agreed upon by both parties. Following initial adoption, the MOU was extended in 2006, and again in 2009. The current MOU will expire in September 30, 2013 unless renewed. Key features of the MOU include: Individual projects under this MOU may not exceed $25,000 per project and the total amount of research dollars may not exceed $100,000 per year (defines “small projects”). The scope of projects applicable under the MOU includes the entire UNT system. The MOU reduces the personnel time needed to administer research projects for both the City of Denton and UNT, and allows the City of Denton to quickly obtain research support. The MOU outlines legal and risk related topics that both the City of Denton and UNT have reviewed and agreed upon. UNT agrees to limit the total project cost for project overhead and administration to 15 percent. The MOU will remain in effect through September 30, 2016 if the extension is approved. The extension of the MOU represents substantial potential savings to the City of Denton, both in terms of staff time and in terms of reduced overhead. However, it is important to note that the MOU itself does not authorize and expenditure of any funds, and any funds expended under the conditions of the MOU are required to go through standard approval processes of the City of Denton. It is also important to note that the proposed extension does not represent any changes to the current MOU other than changing the expiration date. OPTIONS 1.Approve the “Further Extension to Amendment No.1 to the Memorandum of Understanding”, as provided in Exhibit 1. 2.Direct staff to draft changes to the “Further Extension to Amendment No.1 to the Memorandum of Understanding”. Any changes will need to be negotiated with UNT staff. 3.Do not approve the “Further Extension to Amendment No.1 to the Memorandum of Understanding” and allow the MOU to expire on September 30, 2013. 4.Table for future consideration. RECOMMENDATION Staff recommends Option 1. PRIOR ACTION/REVIEW (Council, Boards, Commissions) 04/11/2003. Public Utility Board approval of the MOU. 05/13/2003. City Council approval of the MOU. 04/24/2006. Public Utility Board approval of MOU amendments, including extension. 05/02/2006. Public Utility Board approval of MOU amendments, including extension. 05/18/2009. Public Utility Board. The 2009 renewal was reviewed and approved by legal, and was then presented to the Public Utility Board. The PUB recommended proceeding with renewal. FISCAL INFORMATION None. Projects that utilize the MOU will be funded from various budgeted accounts, depending upon the project. EXHIBIT 1. Further extension to Amendment No. 1, Memorandum of Understanding: the Environment 2. Memorandum of Understanding 3. Ordinance Respectfully prepared and submitted by, Kenneth Banks. Director, Environmental Services and Sustainability City of Denton EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 ORDINANCE NO. 2013- __________ AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A “FURTHER EXTENSION TO AMENDMENT NO. 1” TO THE “MEMORANDUM OF UNDERSTANDING – THE ENVIRONMENT,” BY AND BETWEEN THE CITY OF DENTON, TEXAS AND THE UNIVERSITY OF NORTH TEXAS WHICH PROVIDES FOR THE FURTHER EXTENSION OF THE TERMS OF SAID AGREEMENT UNTIL SEPTEMBER 30, 2016 ; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Public Utilities Board approved a “Memorandum of Understanding – The Environment” (“MOU”) prior to the May 13, 2003 City Council meeting, and at such meeting the City Council approved a Memorandum of Understanding (“MOU”) entered into by and between the City and The University of North Texas, by Ordinance No. 2003-119, which authorized participation in various research projects originated by the City of Denton, and which MOU was for a term of three (3) years from and after May 1, 2003; and WHEREAS, on May 2, 2006, the City Council then approved a three-year extension of the above-referenced MOU entitled “Amendment No. 1 to the Memorandum of Understanding,” by Ordinance No. 2006-111; and WHEREAS, on May 18, 2009 a further extension of the MOU was approved by the Legal Department, and was then presented and approved by the Public Utilities Board; and thereafter, the City Manager duly executed said extension of said MOU for the period running from May 1, 2009 through September 30, 2013; and WHEREAS, both City Staff and The University of North Texas desire to continue the existence of the MOU for another extension term of three-years and five-months, ending on September 30, 2016, as the relationship fostered by this MOU by and between the City and the University is mutually beneficial and accomplishes the goals and needs of both parties; and such research projects are works that are beneficial to the residents of the City of Denton, Texas. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the “Further Extension to Amendment No. 1 Memorandum of Understanding – The Environment” (“Further Extension”) by and between the City of Denton, Texas and The University of North Texas, providing for the extension of the terms of said MOU through September 30, 2016; and is authorized to make the expenditures provided for in said MOU; a copy of said Further Extension is attached hereto as Exhibit “A” and is incorporated herewith by reference. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ________ day of ____________________, 2013. _______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: _________________________________ ConsentAgendaM AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Utilities Administration ACM: Howard Martin, 8232 ______________________________________________________________________________ SUBJECT Consider approval of a resolution re-appointing Timothy S. Fisher as the City’s representative to serve as a member of the Board of Directors of the Upper Trinity Regional Water District; and providing an effective date.The Public Utilities Board Recommends approval (6-0). BACKGROUND Timothy S Fisher, Division Manager of Water Utilities, was first appointed to the Board of the Upper Trinity Regional Water District (UTRWD) by the Public Utilities Board on April 16, 2001 and by the City Council on May 1, 2001. The Public Utilities Board and the City Council reappointed Mr. Fisher to a second four year term on April 11 and May 3, 2005 respectively and to a third four year term on April 13 and 21, 2009 respectively. Mr. Fisher’s four year term will expire on May 31, 2013 and is eligible to be reappointed to another four year term. During the past three terms, Mr. Fisher has represented the City of Denton on the UTRWD Board of Directors and has served on several committees, including the Water Supply Committees, the Rates and Charges Committee, the Investor Owned Utilities Committee and the Watershed Protection Committee. Mr. Fisher is currently one of the four Board officers (President). Mr. Fisher replaced Howard Martin as the City’s representative on the UTRWD Board of Directors and has worked with Mr. Martin over the years to keep him apprised of the UTRWD activities and board agenda. Howard has been pleased with Mr. Fisher’s performance as Denton’s representative on the UTRWD Board of Directors and recommends that he be reappointed to another four-year term. Mr. Fisher has indicated an interest and desire to continue to serve as Denton’s representative on the UTRWD Board. PRIOR ACTION AND/OR REVIEW th The Public Utilities Board discussed this item at their April 8 meeting. The Board recommends approval (6-0). Respectfully submitted Howard Martin, ACM Utilities EXHIBITS 1. Resolution 2. Letter from the UTRWD 3. PUB Meeting Minutes EXHIBIT 1 RESOLUTION NO. R2013- _______ A RESOLUTION RE-APPOINTING TIMOTHY S. FISHER AS THE CITY’S REPRE- SENTATIVE TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF THE UP- PER TRINITY REGIONAL WATER DISTRICT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Timothy S. Fisher (“Fisher”), the Division Manager of Water - Administra- tion, of the Water Utility Department of the City of Denton, is presently serving as the appointed City of Denton representative to the Board of Directors of the Upper Trinity Regional Water Dis- trict (“UTRWD”), as well as serving as President of that Board. Fisher is scheduled to complete his term of office, effective May 31, 2013; WHEREAS, Fisher has served in the capacity as the City of Denton representative to the Board of UTRWD continuously since May 31, 2001; Fisher has demonstrated a thorough knowledge and history of the water issues brought up by the UTRWD and is likewise involved with the management and the day-to-day activities involving the Water Utility Department of the City of Denton; he has represented the City of Denton, before the UTRWD very well; and the City Council finds that Fisher has met the qualifications of eligibility for appointment to the UTRWD Board; and WHEREAS, after due consideration, the City Council of the City of Denton, Texas re- appoints, as its representative to the UTRWD Board of Directors, Timothy S. Fisher, to serve on the UTRWD Board of Directors for a term of four (4) years, effective May 31, 2013; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1: Timothy S. Fisher is hereby re-appointed as the City of Denton’s repre- sentative, to serve as a member of the Upper Trinity Regional Water District (“UTRWD”) Board of Directors, effective May 31, 2013. SECTION 2: The City Manager, or his designee, is hereby directed to transmit a true and correct copy of this Resolution to the Assistant Secretary, UTRWD Board of Directors. SECTION 3: This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ________ day of ______________________, 2013. __________________________________ MARK A. BURROUGHS, MAYOR 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: _______________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: _______________________________ 2 EXHIBIT 2 EXHIBIT 3 DRAFT MINUTES 1 PUBLIC UTILITIES BOARD 2 3April 8, 2013 4 5After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on 7Monday, April 8, 2013 at 9:01 a.m. in the Service Center Training Room, City of Denton Service 8Center, 901A Texas Street, Denton, Texas. 9 10Present:Chairman Dick Smith, Vice Chair Billy Cheek,SecretaryRandy 11Robinson, Phil Gallivan, Leonard Herring and Lilia Bynum 12 13Absent: Barbara Russell 14 15Ex Officio Members: Howard Martin, ACM Utilities; George Campbell, CM 16 OPEN MEETING: 17 18 CONSENT: 19 20 211)Consider recommending approval of a resolution reappointing Timothy S. Fisher as the 22City’s representative to serve as a member of the Board of Directors of the Upper Trinity 23Regional Water District; and providing an effective date. 24 Board Member Gallivan motioned to approve item 1 with a second from Board Member 25 Cheek. The vote was 6-0 approved. 26 27 28Adjournment 9:30 a.m. ConsentAgendaN AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Denton Municipal Electric ACM: Howard Martin 349-8230 ______________________________________________________________________________ SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, accepting four conveyances of Electric Transmission off-system facilities being interests in real property owned of record by Texas Municipal Power Agency, however, being held in trust for the benefit of the City of Bryan, the City of Denton, the City of Garland and the City of Greenville, Texas; which conveyances are evidenced by: (a) bill of sale, assignment of easements and quitclaim regarding certain interests in real property situated in Montague County, Texas; (b) bill of sale, assignment of easements and general warranty deed regarding certain interests in real property situated in Wise County, Texas; (c) bills of sale and assignment of easements regarding certain interests in real property situated in Brazos and Grimes Counties, Texas; wherein the said Texas Municipal Power Agency conveying said properties to the beneficial owners thereof, being its four member cities by the conveyances described hereinabove; further, an ordinance in turn authorizing the four conveyances of Electric Transmission off-system facilities from the City of Denton, Texas (as well as the other three Texas Municipal Power Agency member cities separately) being: (a) a bill of sale and assignment of easements and quitclaim to the Brazos Electric Power Cooperative, Inc. regarding certain interests in real property situated in Montague County, Texas; (b) a bill of sale, assignment of easements and deed without warranties to the Brazos Electric Power Cooperative, Inc. regarding certain interests in real property situated in Wise County, Texas; and (c) bills of sale and assignment of easements to the City of Bryan, Texas regarding certain interests in real property situated in Grimes and Brazos Counties, Texas; providing for an effective date. The Public Utilities Board recommended approval (6-0). BACKGROUND The Compliance Working Group (“CWG”) of Texas Municipal Power Agency (“TMPA”) identified ownership of all transmission assets in jointly-owned substations. Certain “off-system sales” assets were noted as belonging to TMPA. TMPA has previously funded the construction of these off-system lines under agreements with the four (4) Member Cities of TMPA (the “Administration Contracts”). Under these Administration Contracts, the Member Cities each agreed to reimburse TMPA for the cost of these facilities by September 30, 1996. As of that date, TMPA has been fully reimbursed. The Administration Contracts contemplate that at any time after September 30, 1996, that TMPA would, upon the request of its Member Cities, formally transfer these facilities to its Member Cities. TMPA and its Member Cities have determined that ownership of these transmission assets is problematic from a regulatory compliance standpoint for multiple reasons, including transmission operator representation. TMPA has fully-depreciated these transmission assets on its books. TMPA presently holds legal title to these facilities, however, the property is held in trust for the benefit of the Member Cities, who are the true beneficial owners. At the P&O Committee of TMPA on October 21, 2010, disposition of these off-system sales assets was discussed. Based upon the P&O Committee’s recommendation, a TMPA resolution was enacted authorizing the General Manager of TMPA to convey the assets to the Member Cities. Following that meeting, determinations were made about possible disposition of these assets to third-parties. OPTIONS Receive ownership in the transmission related facilities from TMPA and in turn convey them to the Brazos Electric Power Cooperative and City of Bryan, Texas. RECOMMENDATION Staff recommends approval of receiving ownership in the transmission related facilities from TMPA and in turn conveying ownership to the Brazos Electric Power Cooperative and the City of Bryan, Texas. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Reviewed and recommended for approval (6-0) by the Public Utilities Board on April 8, 2013 FISCAL INFORMATION TMPA off-system transmission asset is fully-depreciated by TMPA. Assets present a regulatory compliance liability to the City of Denton. EXHIBITS 1. Proposed Ordinance 2. Bill of Sale, Assignment of Easements and Quitclaim – Montague County, Texas; 3. Bill of Sale, Assignment of Easements and General Warranty Deed – Wise County, Texas; 4. Bill of Sale and Assignment of Easements – Grimes County, Texas; 5. Bill of Sale and Assignment of Easements – Brazos County, Texas; 6. Bill of Sale, Assignment of Easements and Quitclaim – Montague County, Texas; 7. Bill of Sale, Assignment of Easements and General Warranty Deed – Wise County, Texas; 8. Bill of Sale and Assignment of Easements – Grimes County, Texas; and 9. Bill of Sale and Assignment of Easements – Brazos County, Texas. 10. PUB Minutes Respectfully submitted: Phil Williams General Manager, DME EXHIBIT 1 ORDINANCE NO. 2013 - ________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, ACCEPTING FOUR CONVEYANCES OF ELECTRIC TRANSMISSION OFF-SYSTEM FACILITIES BEING INTERESTS IN REAL PROPERTY OWNED OF RECORD BY TEXAS MUNICIPAL POWER AGENCY, HOWEVER, BEING HELD IN TRUST FOR THE BENEFIT OF THE CITY OF BRYAN, THE CITY OF DENTON, THE CITY OF GARLAND AND THE CITY OF GREENVILLE, TEXAS; WHICH CONVEYANCES ARE EVIDENCED BY: (A) BILL OF SALE, ASSIGNMENT OF EASEMENTS AND QUITCLAIM REGARDING CERTAIN INTERESTS IN REAL PROPERTY SITUATED IN MONTAGUE COUNTY, TEXAS; (B) BILL OF SALE, ASSIGNMENT OF EASEMENTS AND GENERAL WARRANTY DEED REGARDING CERTAIN INTERESTS IN REAL PROPERTY SITUATED IN WISE COUNTY, TEXAS; (C) BILLS OF SALE AND ASSIGNMENT OF EASEMENTS REGARDING CERTAIN INTERESTS IN REAL PROPERTY SITUATED IN BRAZOS AND GRIMES COUNTIES, TEXAS; WHEREIN THE SAID TEXAS MUNICIPAL POWER AGENCY CONVEYING SAID PROPERTIES TO THE BENEFICIAL OWNERS THEREOF, BEING ITS FOUR MEMBER CITIES BY THE CONVEYANCES DESCRIBED HEREINABOVE; FURTHER, AN ORDINANCE IN TURN AUTHORIZING THE FOUR CONVEYANCES OF ELECRIC TRANSMISSION OFF-SYSTEM FACILITIES FROM THE CITY OF DENTON, TEXAS (AS WELL AS THE OTHER THREE TEXAS MUNICIPAL POWER AGENCY MEMBER CITIES SEPARATELY) BEING: (A) A BILL OF SALE AND ASSIGNMENT OF EASEMENTS AND QUITCLAIM TO THE BRAZOS ELECTRIC POWER COOPERATIVE, INC. REGARDING CERTAIN INTERESTS IN REAL PROPERTY SITUATED IN MONTAGUE COUNTY, TEXAS; (B) A BILL OF SALE, ASSIGNMENT OF EASEMENTS AND DEED WITHOUT WARRANTIES TO THE BRAZOS ELECTRIC POWER COOPERATIVE, INC. REGARDING CERTAIN INTERESTS IN REAL PROPERTY SITUATED IN WISE COUNTY, TEXAS; AND (C) BILLS OF SALE AND ASSIGNMENT OF EASEMENTS TO THE CITY OF BRYAN, TEXAS REGARDING CERTAIN INTERESTS IN REAL PROPERTY SITUATED IN GRIMES AND BRAZOS COUNTIES, TEXAS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Texas Municipal Power Agency (“TMPA”), a duly-organized Joint Powers Agency, heretofore previously constructed electric transmission lines for its operations by pursuing contracts reached with its four Member Cities (Bryan, Denton, Garland and Greenville, Texas); following a study by TMPA it was determined that certain electric transmission lines and facilities were “off-system” facilities (hereafter the “Facilities”); that those Facilities have been in use for many years and have been fully-depreciated by TMPA; and that through TMPA, the four Member Cities received the financial benefit of the TMPA Transmission Cost-of-Service filings with the Public Utilities Commission of Texas; and TMPA has held the said facilities and interests in real property, in trust, for the benefit of its four Member Cities; and WHEREAS, it has been determined that neither TMPA nor its four Member Cities desire to operate and maintain said transmission facilities because of the regulatory burden and other factors; and TMPA has recently found purchasers for several of the transmission lines affected, namely the three transmission lines that are set forth herein; and WHEREAS, TMPA is hereby conveying all of its interest of record in said transmission lines and the real property related thereto, to each of its four Member Cities, in the same proportional interests that each Member City participated in the contracts upon which the electric transmission lines were initially constructed by TMPA; and WHEREAS, in turn, each of the four TMPA Member Cities desires to convey all of their respective interests in and to said Facilities described herein, to Brazos Electric Power Cooperative, Inc. and to the City of Bryan, Texas (the “Purchasers”); it being the intention of the four Member Cities to divest themselves of any ownership in and to the off-system electric transmission facilities designated, and to provide said Facilities to electric transmission providers who are fully equipped and willing to handle said electric transmission lines; and WHEREAS, in light of the foregoing, the City of Denton, Texas hereby receives the said off-system electric transmission lines and real property interests; and in turn, desires to convey the same off-system electric transmission lines and real property interests to the Purchasers, simultaneously with the other three TMPA Member Cities; the City Council finds that this action is in the best interests of its citizens and its ratepayers; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations and statements that are contained in the preamble hereto are true and correct, and are expressly incorporated herewith into the body of this Ordinance for all purposes. SECTION 2. The City Council of the City of Denton, Texas hereby accepts, for all purposes, the conveyance of the off-system electric transmission facilities from Texas Municipal Power Agency, a Joint Powers Agency of which the City is a Member City, in the form of the following conveyances, in substantially the form as attached hereto, and incorporated herewith by reference, as follows: Exhibit A. Bill of Sale, Assignment of Easements and Quitclaim – Montague County, Texas transmission facilities as more fully described therein; Exhibit B. Bill of Sale, Assignment of Easements and General Warranty Deed – Wise County, Texas transmission facilities as more fully described therein; Exhibit C. Bill of Sale and Assignment of Easements – Grimes County, Texas transmission facilities as more fully described therein; and Exhibit D. Bill of Sale and Assignment of Easements – Brazos County, Texas transmission facilities as more fully described therein. SECTION 3. The City Council hereby authorizes the Mayor, or the Mayor Pro-Tem, or the City Manager or his designee, to execute and deliver the following conveyances of off- system electric transmission facilities, in substantially the form attached hereto, which is incorporated herewith by reference, to Brazos Electric Power Cooperative, Inc., as follows: Exhibit E. Bill of Sale, Assignment of Easements and Quitclaim – Montague County, Texas transmission facilities as more fully described therein. Page 2 Exhibit F. Bill of Sale, Assignment of Easements and General Warranty Deed – Wise County, Texas transmission facilities as more fully described therein. SECTION 4. The City Council hereby authorizes the Mayor, or the Mayor Pro-Tem, or the City Manager, or his designee, to execute and deliver the following conveyances of off- system electric transmission facilities, in substantially the form attached hereto, which is incorporated by reference herewith, to the City of Bryan, Texas, a Texas Municipal Corporation, as follows: Exhibit G. Bill of Sale and Assignment of Easements – Grimes County, Texas transmission facilities as more fully described therein. Exhibit H. Bill of Sale and Assignment of Easements – Brazos County, Texas transmission facilities as more fully described therein. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _________ day of ___________________, 2013. __________________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: _____________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ______________________________ Page 3 EXHIBIT 2 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. BILL OF SALE ASSIGNMENT OF EASEMENTS AND QUITCLAIM STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF MONTAGUE § That the Texas Municipal Power Agency (“TMPA”), a municipal power agency, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, has sold, transferred and delivered, and by these presents does sell, transfer and deliver unto the City of Bryan, Texas, whose address is 300 S. Texas Avenue, Bryan, Texas, 77803-3937, the City of Denton, Texas, whose address is 215 E. McKinney St., Denton, Texas 76201-4229, the th City of Garland, Texas, whose address is 200 N. 5, Garland, Texas 75040-6314, and the City of Greenville, Texas, whose address is P.O. Box 1049, Greenville, Texas 75403- 1049 (“Grantees”) the following: Those certain electric facilities, in place, known as the Patterson St. (Bowie)- Brazos Tap 138 kV Line, in Montague County, Texas, extending 2.05 miles from a tap structure owned by TMPA to the dead-end structures in the Bowie Patterson Street substation owned by the City of Bowie, Texas (“Transmission Line”) consisting of a double circuit on steel single pole structures, and being foundations, steel structures, cross-arms, insulators, static wire, associated hardware and electric conductors, including but not limited to the equipment described in Exhibit “A” (hereinafter, the “Transmission Facilities”). For the same consideration, TMPA has sold, assigned and transferred, and by these presents does sell, assign and transfer unto Grantees the transmission line easements and license agreement described on Exhibit “B” attached hereto (hereinafter, the “Transmission Easements”). Bowie Line 1 For the same consideration, TMPA quitclaims to Grantees all of TMPA’s right, title, and interest in and to the communications tower, equipment shelter, microwave dish antenna, and associated SCADA equipment (the "Communications Facilities") located in the Bowie Patterson Street substation owned by the City of Bowie, Texas, to have and to hold it to Grantees and Grantees' successors and assigns forever. Neither TMPA nor TMPA’s successors or assigns will have, claim, or demand any right or title to the Communications Facilities or any part of it. The Grantees shall own the Transmission Facilities, the Transmission Easements, and the Communications Facilities as tenants in common, with each owning an undivided interest as set forth below: Bryan 28.9 % Denton 15.8 % Garland 47.4 % Greenville 7.9 % Until such time as the Transmission Facilities are no longer needed, Grantees waive the right to partition, whether by partition in kind or sale and division of the proceeds, and agree, during said time, they will not resort to any action at law or equity to partition, and further, for such period, Grantees waive the benefit of all laws that may now or hereafter authorize partition of the Transmission Facilities, the Transmission Easements, or the Communications Facilities. TO HAVE AND TO HOLD the above described Transmission Facilities and the Transmission Easements, together with all and singular, the rights and appurtenances thereto in anywise belonging unto the said Grantees, their successors and assigns forever; and TMPA does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular the said Transmission Facilities and the Transmission Easements unto the said Grantees, their successors and assigns, against every person whomsoever lawfully claiming, or to claim the same or any part thereof. Executed this _____ day of _______________, 2013. TEXAS MUNICIPAL POWER AGENCY By:_______________________________ Bob Kahn, General Manager Bowie Line 2 STATE OF TEXAS § § COUNTY OF GRIMES § This instrument was acknowledged before me on ___________________, 2013, by Bob Kahn, General Manager of the Texas Municipal Power Agency, on behalf of said Agency. _____________________________ Notary Public in and for the State of Texas ______________________________ Typed or Printed Name of Notary My commission expires:__________ Bowie Line 3 EXHIBIT “A” TRANSMISSION EQUIPMENT 1. The 138kV buses and associated facilities in the City of Bowie’s Patterson Street Substation (the “Substation”) including supports, insulators, connectors, hardware, concrete, and static protection. 2. The 138kV dead-end structure in the Substation to terminate the Transmission Line. 3. The take-off structure located at the point of interconnection where the Transmission Line and the transmission line of the Brazos Electric Power Cooperative, Inc. (“BEPC”) terminate. 4. One set of three-phase 138kV metering accuracy potential devices located in the Substation. 5. Two 138kV breakers (1805 and 1815) including disconnect switches and bus work between such breakers and the Transmission Line. 6. The metering accuracy bushing current transformers in both 138kV breakers (1805 and 1815) in the Substation. 7. The metering facilities in the Substation for the point of interconnection with BEPC. 8. The protective relaying facilities necessary at the Substation to protect the Substation’s 138kV bus, the Transmission Line, and the BEPC transmission line, including cables and conduit. Bowie Line 4 EXHIBIT B TRANSMISSION EASEMENTS The following easements conveyed to the Texas Municipal Power Agency as recorded in the Real Property Records of Montague County, Texas: 1. Grantor: Barbara Egenbacher Estate Volume 945, Page 597 2. Grantor: E.L. Edgin, Jr. et ux Volume 945, Page 601 3. Grantor: Kirk Walker Volume 945, Page 605 4. Grantor: La Anna RodrigsKallenbach Volume 945, Page 609 5. Grantor: F.E. Arnold, et ux Volume 945, Page 614 6. Grantor: Forrest Bend Terry, et ux Volume 945, Page 618 7. Grantor: GeorgeHoeldtke, et al Volume 945, Page 622 The unrecorded License Agreement Relating to Encroachment on Easement dated July 16, 2008, between Texas Municipal Power Agency and Pecan Pipeline Company regarding one underground 12" gas pipeline and two underground 8" gas pipelines, a copy of which is attached hereto. Bowie Line 5 After recording, return to: Texas Municipal Power Agency Attention: Land Department P.O. Box 7000 Bryan, Texas 77805 Bowie Line EXHIBIT 3 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. BILL OF SALE ASSIGNMENT OF EASEMENTS AND GENERAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WISE § That the Texas Municipal Power Agency (“TMPA”), a municipal power agency, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, has sold, transferred and delivered, and by these presents does sell, transfer and deliver unto the City of Bryan, Texas, whose address is 300 S. Texas Avenue, Bryan, Texas, 77803-3937, the City of Denton, Texas, whose address is 215 E. McKinney St., Denton, Texas 76201-4229, the th City of Garland, Texas, whose address is 200 N. 5, Garland, Texas 75040-6314, and the City of Greenville, Texas, whose address is P.O. Box 1049, Greenville, Texas 75403- 1049 (“Grantees”) the following: Those certain electric facilities, in place, known as the Bridgeport-Brazos Tap 138 kV Line, in Wise County, Texas, extending 7.7 miles from a tap structure at the Bridgeport East switching station owned by TMPA, to the dead-end structure in the East Bridgeport Substation owned by Brazos Electric Power Cooperative, and the Bridgeport-Oncor Tap 138 kV Line, extending 0.4 miles from a tap structure owned by TXU Electric Delivery to the dead-end structure in the East Bridgeport Substation owned by Brazos Electric Power Cooperative, each line consisting of a single circuit on single pole wood structures, and being foundations, wood structures, cross-arms, insulators, static wire, associated hardware and electric conductors, including the transmission equipment described in Exhibit “A” (hereinafter, the “Transmission Facilities”). For the same consideration, TMPA has sold, assigned and transferred, and by these presents does sell, assign and transfer unto Grantees the transmission line easements described on Exhibit “B” attached hereto (hereinafter, the “Transmission Easements”). For the same consideration, TMPA has sold, assigned and transferred, and by these presents does grant, sell, and convey to Grantees that certain tract of land conveyed Bridgeport 1 to TMPA by warranty deed, dated November 5, 1991, executed by Edward Dill and wife, Thelma Dill as grantors, and recorded in Volume 423, Page 521, of the Real Property Records of Wise County, Texas (hereinafter, the “Transmission Tract”). The Grantees shall own the Transmission Facilities, the Transmission Easements, and the Transmission Tract as tenants in common, with each owning an undivided interest as set forth below: Bryan 28.6 % Denton 15.9% Garland 48.0 % Greenville 7.5 % Until such time as the Transmission Facilities are no longer needed, Grantees waive the right to partition, whether by partition in kind or sale and division of the proceeds, and agree, during said time, they will not resort to any action at law or equity to partition, and further, for such period, Grantees waive the benefit of all laws that may now or hereafter authorize partition of the Transmission Facilities or the Transmission Easements. TO HAVE AND TO HOLD the above described property, together with all and singular, the rights and appurtenances thereto in anywise belonging unto the said Grantees, their successors and assigns forever; and TMPA does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular the said premises unto the said Grantees, their successors and assigns, against every person whomsoever lawfully claiming, or to claim the same or any part thereof. Executed this _____ day of _______________, 2013. TEXAS MUNICIPAL POWER AGENCY By: _______________________________ Bob Kahn, General Manager Bridgeport 2 STATE OF TEXAS § § COUNTY OF GRIMES § This instrument was acknowledged before me on ___________________, 2013, by Bob Kahn, General Manager of the Texas Municipal Power Agency, on behalf of said Agency. _____________________________ Notary Public in and for the State of Texas ______________________________ Typed or Printed Name of Notary My commission expires:__________ Bridgeport 3 EXHIBIT “A” TRANSMISSION EQUIPMENT 1. Bridgeport East Switching Station, including 3 sets of three-phase disconnect switches and the transmission pole to which the switches are attached, located approximately 3 miles west of the City of Decatur and in-line with the Brazos Electric Power Cooperative, Inc. (“BEPC”) Decatur to Greenwood 138kV transmission line section. 2. Communication circuits external to BEPC’s microwave system to provide communications from SCADA ports at the Substation. Bridgeport 4 EXHIBIT B TRANSMISSION EASEMENTS The following easements conveyed to the Texas Municipal Power Agency as recorded in the Real Property Records of Wise County, Texas: 1. Grantor: Glenn S. Pike Volume 434, Page 102 2. Grantor: Edward Dill Volume 780, Page 809 3. Grantor: Glenn S. Pike Volume 423, Page 691 4. Grantor: Jimmy C. Wright Volume 462, Page 565 5. Grantor: Ewing Watkins, et ux Volume 423, Page 693 6. Grantor: Floyd Galloway Volume 434, Page 110 7. Grantor: Chester Upham, Jr. Volume 436, Page 340 8. Grantor: Buddy Johnson, et ux Volume 434, Page 108 9. Grantor: James Isom Volume 434, Page 104 10. Grantor: R.J. Coursey Volume 434, Page 106 11. Grantor: Juanita Sue Green Lewis Volume 434, Page 92 12. Grantor: Leta M. Coursey Volume 424, Page 402 13. Grantor: Jimmy Carroll Green, et ux Volume 423, Page 687 Bridgeport 5 14. Grantor: Gaylord Lee Cato Volume 424, Page 398 15. Grantor: Calvin Woolaver, etux Volume 425, Page 49 16. Grantor: FaithTemple of Wise Co. Volume 423, Page 682 17. Grantor: Gloria Ann Busey Welch Volume 423, Page 677 18. Grantor: Hollis Jones Volume 424, Page 400 19. Grantor: Eddie L. Warren, et al Volume 425, Page 613 20. Grantor: TroyLutenbaker, et ux Volume 435, Page 162 21. Grantor: Billie Ruth Peavy Volume 423, Page 672 22. Grantor: Bruce Smith Volume 441, Page 555 23. Grantor: Gary Shelton, et ux Volume 435, Page 167 24. Grantor: Tommie Lee Reid Volume 434, Page 389 25. Grantor: Bailey Stevens, et al Volume 432, Page 78 26. Grantor: Addie Ruth Green Volume 423, Page 687 27. Grantor: Bruce Smith Volume 426, Page 218 28. Grantor: Melba Sue Harbaugh Volume 432, Page 78 Bridgeport 6 After recording, return to: Texas Municipal Power Agency Attention: Land Department P.O. Box 7000 Bryan, Texas 77805 Bridgeport 7 EXHIBIT 4 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. BILL OF SALE AND ASSIGNMENT OF EASEMENTS STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF GRIMES § That the Texas Municipal Power Agency (“TMPA”), a municipal power agency, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, has sold, transferred and delivered, and by these presents does sell, transfer and deliver unto the City of Bryan, Texas, whose address is 300 S. Texas Avenue, Bryan, Texas, 77803-3937, the City of Denton, Texas, whose address is 215 E. McKinney St., Denton, Texas 76201-4229, the th City of Garland, Texas, whose address is 200 N. 5, Garland, Texas 75040-6314, and the City of Greenville, Texas, whose address is P.O. Box 1049, Greenville, Texas 75403- 1049 (“Grantees”) the following: Those certain electric facilities, in place, known as the Gibbons Creek-Greens Prairie 138kV Transmission Line, between the Gibbons Creek Steam Electric Station in Grimes County, Texas, and the City of College Station, Texas, extending from the dead-end structure in the Gibbons Creek Switchyard owned by TMPA in Grimes County, Texas, to the dead-end structure in the Greens Prairie substation owned by the City of College Station, in Brazos County, Texas, consisting of (i) one circuit of a double circuit line for 7.4 miles on a combination of wood H frame and single pole concrete structures (the “7.4 Mile Portion”), (ii) 4.1 miles of single circuit on steel and concrete single pole structures (the “4.1 Mile Portion”), and (iii) within the 4.1 Mile Portion, 1.5 miles of double circuit (the “1.5 Mile Portion”) on steel single pole structures with the second circuit (and wood pole structures) being owned by the City of College Station, and being foundations, steel and concrete structures, cross-arms, insulators, static wire, associated hardware and electric conductors (hereinafter, the “Transmission Facilities”). “Transmission Facilities” conveyed herein shall include the steel and concrete towers located in the 4.1 Mile Portion but shall not include towers located in the 7.4 Mile Portion (which are owned by TMPA) or the wood pole towers located in the 1.5 Mile Portion (which are owned by the City of College Station). Gibbons Creek-Greens Prairie (Grimes) 1 For the same consideration, Grantees, their successors, and assigns shall have the right and a license to operate, maintain, repair, and reconstruct the single circuit hereby conveyed on the 7.4 Mile Portion. For the same consideration, TMPA has sold, assigned and transferred, and by these presents does sell, assign and transfer unto Grantees the transmission line easements described on Exhibit “A” attached hereto (hereinafter, the “Transmission Easements”). The Grantees shall own the Transmission Facilities and the Transmission Easements as tenants in common, with each owning an undivided interest as set forth below: Bryan 30.2 % Denton 15.6 % Garland 46.1 % Greenville 8.1 % There is excepted from this conveyance and warranty the following: a. The H-frames and single pole concrete structures, owned by TMPA, on the 7.4 Mile Portion. b. The second circuit and wood pole structures, owned by the City of College Station, Texas, on the 1.5 Mile Portion. Until such time as the Transmission Facilities are no longer needed, Grantees waive the right to partition, whether by partition in kind or sale and division of the proceeds, and agree, during said time, they will not resort to any action at law or equity to partition, and further, for such period, Grantees waive the benefit of all laws that may now or hereafter authorize partition of the Transmission Facilities or the Transmission Easements. TO HAVE AND TO HOLD the above described property, together with all and singular, the rights and appurtenances thereto in anywise belonging unto the said Grantees, their successors and assigns forever; and TMPA does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular the said premises unto the said Grantees, their successors and assigns, against every person whomsoever lawfully claiming, or to claim the same or any part thereof. Gibbons Creek-Greens Prairie (Grimes) 2 Executed this _____ day of _______________, 2013. TEXAS MUNICIPAL POWER AGENCY By:_______________________________ Bob Kahn, General Manager STATE OF TEXAS § § COUNTY OF GRIMES § This instrument was acknowledged before me on ___________________, 2013, by Bob Kahn, General Manager of the Texas Municipal Power Agency, on behalf of said Agency. _____________________________ Notary Public in and for the State of Texas ______________________________ Typed or Printed Name of Notary My commission expires:__________ Gibbons Creek-Greens Prairie (Grimes) 3 EXHIBIT A TRANSMISSION EASEMENTS The following easements conveyed to the Texas Municipal Power Agency as recorded in the Real Property Records of Brazos County, Texas: 1. Grantor: Lillian Weaver Volume 1230, Page 823 2. Grantor: Travelers Insurance Company Volume 1233, Page 108 3. Grantor: Anderson/Stephen Volume 1251, Page 663 4. Grantor: First National Bank of Bryan Volume 1244, Page 346 5. Grantor: Dolly Olden Volume 1231, Page 5 6. Grantor: James Creagor Volume 1231, Page 10 7. Grantor: Jerry Windham and Frank Thurmond Volume 1231, page 15 8. Grantor: Louise Marsh Reeves Volume 1231, Page 20 9. Grantor: Esterline Smith Volume 1230, Page 816 10. Grantor: Jonnie Mae Allen Volume 1230, Page 830 11. Grantor: Vivian Duran et al Volume 1230, Page 845 12. Grantor: Shaila Ford et al Volume 1230, Page 837 13. Grantor: Delores Payne et al Volume 1230, Page 1 Gibbons Creek-Greens Prairie (Grimes) 4 After recording, return to: Texas Municipal Power Agency Attention: Land Department P.O. Box 7000 Bryan, Texas 77805 Gibbons Creek-Greens Prairie (Grimes) 5 EXHIBIT 5 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. BILL OF SALE AND ASSIGNMENT OF EASEMENTS STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF BRAZOS § That the Texas Municipal Power Agency (“TMPA”), a municipal power agency, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, has sold, transferred and delivered, and by these presents does sell, transfer and deliver unto the City of Bryan, Texas, whose address is 300 S. Texas Avenue, Bryan, Texas, 77803-3937, the City of Denton, Texas, whose address is 215 E. McKinney St., Denton, Texas 76201-4229, the th City of Garland, Texas, whose address is 200 N. 5, Garland, Texas 75040-6314, and the City of Greenville, Texas, whose address is P.O. Box 1049, Greenville, Texas 75403- 1049 (“Grantees”) the following: Those certain electric facilities, in place, known as the Gibbons Creek-Greens Prairie 138kV Transmission Line, between the Gibbons Creek Steam Electric Station in Grimes County, Texas, and the City of College Station, Texas, extending from the dead-end structure in the Gibbons Creek Switchyard owned by TMPA in Grimes County, Texas, to the dead-end structure in the Greens Prairie substation owned by the City of College Station, in Brazos County, Texas, consisting of (i) one circuit of a double circuit line for 7.4 miles on a combination of wood H frame and single pole concrete structures (the “7.4 Mile Portion”), (ii) 4.1 miles of single circuit on steel and concrete single pole structures (the “4.1 Mile Portion”), and (iii) within the 4.1 Mile Portion, 1.5 miles of double circuit (the “1.5 Mile Portion”) on steel single pole structures with the second circuit (and wood pole structures) being owned by the City of College Station, and being foundations, steel and concrete structures, cross-arms, insulators, static wire, associated hardware and electric conductors (hereinafter, the “Transmission Facilities”). “Transmission Facilities” conveyed herein shall include the steel and concrete towers located in the 4.1 Mile Portion but shall not include towers located in the 7.4 Mile Portion (which are owned by TMPA) or the wood pole towers located in the 1.5 Mile Portion (which are owned by the City of College Station). Gibbons Creek-Greens Prairie (Brazos) 1 For the same consideration, Grantees, their successors, and assigns shall have the right and a license to operate, maintain, repair, and reconstruct the single circuit hereby conveyed on the 7.4 Mile Portion. For the same consideration, TMPA has sold, assigned and transferred, and by these presents does sell, assign and transfer unto Grantees the transmission line easements described on Exhibit “A” attached hereto (hereinafter, the “Transmission Easements”). The Grantees shall own the Transmission Facilities and the Transmission Easements as tenants in common, with each owning an undivided interest as set forth below: Bryan 30.2 % Denton 15.6 % Garland 46.1 % Greenville 8.1 % There is excepted from this conveyance and warranty the following: a. The H-frames and single pole concrete structures, owned by TMPA, on the 7.4 Mile Portion. b. The second circuit and wood pole structures, owned by the City of College Station, Texas, on the 1.5 Mile Portion. Until such time as the Transmission Facilities are no longer needed, Grantees waive the right to partition, whether by partition in kind or sale and division of the proceeds, and agree, during said time, they will not resort to any action at law or equity to partition, and further, for such period, Grantees waive the benefit of all laws that may now or hereafter authorize partition of the Transmission Facilities or the Transmission Easements. TO HAVE AND TO HOLD the above described property, together with all and singular, the rights and appurtenances thereto in anywise belonging unto the said Grantees, their successors and assigns forever; and TMPA does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular the said premises unto the said Grantees, their successors and assigns, against every person whomsoever lawfully claiming, or to claim the same or any part thereof. Gibbons Creek-Greens Prairie (Brazos) 2 Executed this _____ day of _______________, 2013. TEXAS MUNICIPAL POWER AGENCY By: _______________________________ Bob Kahn, General Manager STATE OF TEXAS § § COUNTY OF GRIMES § This instrument was acknowledged before me on ___________________, 2013, by Bob Kahn, General Manager of the Texas Municipal Power Agency, on behalf of said Agency. _____________________________ Notary Public in and for the State of Texas ______________________________ Typed or Printed Name of Notary My commission expires:__________ Gibbons Creek-Greens Prairie (Brazos) 3 EXHIBIT A TRANSMISSION EASEMENTS The following easements conveyed to the Texas Municipal Power Agency as recorded in the Real Property Records of Brazos County, Texas: 1. Grantor: Lillian Weaver Volume 1230, Page 823 2. Grantor: Travelers Insurance Company Volume 1233, Page 108 3. Grantor: Anderson/Stephen Volume 1251, Page 663 4. Grantor: First National Bank of Bryan Volume 1244, Page 346 5. Grantor: Dolly Olden Volume 1231, Page 5 6. Grantor: James Creagor Volume 1231, Page 10 7. Grantor: Jerry Windham and Frank Thurmond Volume 1231, page 15 8. Grantor: Louise Marsh Reeves Volume 1231, Page 20 9. Grantor: Esterline Smith Volume 1230, Page 816 10. Grantor: Jonnie Mae Allen Volume 1230, Page 830 11. Grantor: Vivian Duran et al Volume 1230, Page 845 12. Grantor: Shaila Ford et al Volume 1230, Page 837 13. Grantor: Delores Payne et al Volume 1230, Page 1 Gibbons Creek-Greens Prairie (Brazos) 4 After recording, return to: Texas Municipal Power Agency Attention: Land Department P.O. Box 7000 Bryan, Texas 77805 Gibbons Creek-Greens Prairie (Brazos) 5 EXHIBIT 6 EXHIBIT 7 EXHIBIT 8 EXHIBIT 9 EXHIBIT 10 DRAFT MINUTES 1 PUBLIC UTILITIES BOARD 2 3April 8, 2013 4 5After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on 7Monday, April 8, 2013 at 9:01 a.m. in the Service Center Training Room, City of Denton Service 8Center, 901A Texas Street, Denton, Texas. 9 10Present:Chairman Dick Smith, Vice Chair Billy Cheek,SecretaryRandy 11Robinson, Phil Gallivan, Leonard Herring and Lilia Bynum 12 13Absent: Barbara Russell 14 15Ex Officio Members: Howard Martin, ACM Utilities; George Campbell, CM 16 OPEN MEETING: 17 18 ITEMS FOR INDIVIDUAL CONSIDERATION: 19 20 218)Receive a report, hold a discussion, and provide staff with direction for the execution of a 22“Bill of Sale, Assignment of Easements and Quitclaim” regarding the sale and conveyance of 23certain electric transmission facilities situated in Montague County, Texas to the Brazos 24Electric Power Cooperative; such facilities being off-system assets owned nominally by 25Texas Municipal Power Agency (“TMPA”) for the benefit of its four (4) Member Cities; 26being a 15.8% undivided interest therein being conveyed to the City of Denton by TMPA by 27a “Bill of Sale, Assignment of Easements and Quitclaim” of even date therewith. 28 299)Receive a report, hold a discussion, and provide staff with direction for the execution of a 30“Bill of Sale, Assignment of Easements and General Warranty Deed” regarding the sale and 31conveyance of certain electric transmission facilities situated in Wise County, Texas, to the 32Brazos Electric Power Cooperative; such facilities being off-system assets owned nominally 33by Texas Municipal Power Agency (“TMPA”) for the benefit of its four (4) Member Cities; 34being a 15.9% undivided interest therein being conveyed to the City of Denton by TMPA by 35a “Bill of Sale, Assignment of Easements and General Warranty Deed” of even date 36therewith. 37 3810)Receive a report, hold a discussion, and provide staff with direction for the execution of a 39“Bill of Sale and Assignment of Easements” regarding the sale and conveyance of certain 40electric transmission facilities situated in Brazos and Grimes Counties, Texas to the City of 41Bryan, Texas; such facilities being off-system assets owned nominally by Texas Municipal 42Power Agency (“TMPA”) for the benefit of its four (4) Member Cities; being a 15.6% 43undivided interest therein being conveyed to the City of Denton by TMPA by a “Bill of Sale 44and Assignment of Easements” of even date therewith. 45 46Phil Williams, General Manager DME, combined items 8, 9 and 10 since they are very similar. 47Many years ago before electric deregulation the way you received power if you owned a Draft Minutes of the Public Utilities Board Meeting April 8, 2013 Page 2 of 3 1generating plant remote to your load was you had to build a transmission line yourself or you had 2to contract with the people that did own the transmission lines. A load flow study had to be done 3to see what the load impact would be on their system and you had to compensate them for that 4cost. 5 6When TMPA first came into being and was getting power from the Gibbons Creek unit to the 7northern cities, (Garland, Denton and Greenville) transmission infrastructure was built from the 8Gibbons Creek plant. The majority owner of the Texas grid in Central Texas at that time was 9TXU (today Oncor). Transmission infrastructure was built around the cities to Bryan, around 10Denton, Garland and Greenville. When Gibbons Creek was first started it was producing more 11power than the member cities could use on many occasions. The plant was built for thirty years 12out. Since there was more power than needed there was the opportunity to sell that power to 13other cities; Bowie, Bridgeport and College Station. To transmit that power to them some 14transmission infrastructure had to be built. This was many years ago, those lines are fully 15depreciated but still out there. 16 17Today we have a compliance group working at TMPA that is reviewing all of the NERC 18compliance requirements and they came across the requirements of transmission owners. We are 19owners of orphaned assets. Different entities are finding that they built transmission 20infrastructure around the State at different places that have been sitting for many years. The 21transmission of today is very different. Under NERC requirements if you are a transmission 22owner there are definite requirements; vegetation and equipment maintenance. TMPA does not 23use these assets any longer and they are a liability. The entities that are attached to these lines 24were approached which are Brazos Electric Power Coop and Bryan Texas Utilities. The three 25items today are on the agenda for all the member cities and are going forward to City Council to Herring 26approve selling those assets to the other entities to relieve the regulatory liability. asked about how much would be coming back to the City, $10 27. Williams stated they are fully Smith 28depreciated they have no incentive to take them on other than they are the logical choice. asked if they have the same liability 29. Williams answered they do but already own the majority Cheek stated they get the easements and right of way 30of the lines that lead up to these lines. . 31Williams stated they were radio lines that were built for these cities; they do not play a big part Herring asked if they connect to an existing transmission line and 32in the electric system. then go into a substationHerring then asked if the lines have a load 33. Williams agreed. . 34Williams stated there is a load but for transmission lines you are not compensated based on load Herring asked if TMPA has approved this 35it is based on investment. Our net investment is 0. planRobinson stated if they need to upgrade or do something they 36. Williams answered yes. would have the benefit of reimbursementHerring asked if the 37. Williams answered yes. entities could sell this to a third party and make money 38. Williams answered yes they could 39but would be unlikely. 40 Herring stated if all at TMPA has approved and the cities will probably approve we should 41 approve as well 42. 43 44Williams stated that the attached ordinance has changed a few times. The lawyer from TMPA 45and the lawyers from all member cities each changed some only City of Denton attorney made 46no changes. The ordinance will be substantially in compliance. Draft Minutes of the Public Utilities Board Meeting April 8, 2013 Page 3 of 3 1 Board Member Herring motioned to approve items 8, 9 and 10 with a second from Board 2 Member Robinson. The vote was 6-0 approved 3. 4 5 6Adjournment 9:30 a.m. ConsentAgendaO CITY OF DENTON CITY COUNCIL MINUTES March 4, 2013 Joint Meeting of the City of Denton City Council and the Denton Independent School District Board of Trustees on Monday, March 4, 2013 at 11:30 a.m. in the Council Work Session Room. 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.Call to order; announce quorum, introductions. Mayor Burroughs announced that a quorum of the City Council was present and called the City Council portion of the meeting to order. 2.Receive a presentation and hold a discussion regarding safety and security at campuses of the Denton Independent School District. Lee Howell, Police Chief, stated that there was a good working relationship between the City and the DISD and a sharing of capabilities and resources. In December the City’s Emergency Management Coordinator hosted a meeting to discuss safety and security issues. As a result of that meeting, there was a rekindling of the table top exercises and training. A new cycle of exercises was going to be started with first responders and tactical units using different scenarios. The City and DISD were working together on various security issues. Patrol officers would start having more of a presence on school campuses along with the SRO officers. Currently they were doing mock lock downs at the high schools and were getting good assessments from those on what to do for better responses. A 411 tip system had just been started which received anonymous texts to the system. The texts could be routed directly to the schools. This was not, however, an emergency communication device. The DISD had provided an iPad for the SRO officers which allowed them to pull up the camera system anywhere on the campus. Bill Knight, Environmental Safety Manager for the DISD, stated that the December meeting included discussions about how to make the school safer and what was needed in the schools to accomplish that. The table top drills dealt with what most likely would happen in an emergency situation. The City and DISD reviewed the lock down scenarios and results to find out better methods for responses. The most important drills involved lock down and bad weather drills. Mayor Burroughs asked about an educational process for using the Tip 411 system for bullying. Lee stated that the success of the line came from the marketing and letting students know how it worked. The SRO officers were tuned into these types of situations and it should enhance the program. Superintendent Wilson stated that the DISD had a prior program “Choose to Care”. The Tip 411 program was faster and more immediate than that program. Item #4 was considered. City of Denton City Council Agenda March 5, 2013 Page 2 4.Receive a presentation and hold a discussion regarding the annual Mayor’s Day of Concern for the Hungry, September 24, 2013. Kayce Strader, Serve Denton, reviewed the purpose of the event which would be held on April th 4. The event this year would be longer than last year with many locations throughout the City for dropping off food. Pat Smith, Serve Denton, presented information about the “Communities in School” program where children were sent home on the weekend with food in their backpacks. Council Member Roden suggested sending this information out to the Neighborhood Empowerment Program. 3.Receive a report and hold a discussion regarding proposed legislation and legislative programs of interest to the City of Denton and Denton Independent School District. John Cabrales, Assistant City Manager, presented an update on the Texas Legislature proceedings. He reviewed the events from Denton County Days. The last day to file bills would th be March 8. This was turning out to be a slow session for filing with approximately 8000 bills filed. There were three key issues for this session – transportation, water and public education. The bills that were filed on these key issues were reviewed. Superintendent Wilson stated that the DISD was interested in the diverting of funds and the uses of the stabilization fund. Council Member Gregory left the meeting. Council and the Trustees discussed the various bills filed and the implications of those bills. Council Member King left the meeting. 5.Discuss possible future meeting topics. Council and the Trustees suggested the following topics for future meeting: Growth report of the DISD by Templeton Update on coordination with the DISD on growth Coordination of bond planning and elections for good communication with citizens Growth rate for City, County and DISD Growth events outside the City but within the DISD boundaries and the need to work together for getter growth in Denton 6. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of City of Denton City Council Agenda March 5, 2013 Page 3 thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. This item was considered with Item #5. 7. With no further business, the meeting was adjourned at 1:28 p.m. _________________________ MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS _________________________ JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES March 5, 2013 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, March 5, 2013 at 3:30 p.m. in the Council Work Session Room. 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 Robert Donnelly submitted a Speaker Card on Item 4F. He felt it was not in the public’s best interest to not have these types of items on an agenda. 2. Requests for clarification of agenda items listed on the agenda for March 5, 2013. Council Member Watts requested that Item 4F be pulled for individual consideration regarding the intention of the item. 3. Receive a report, hold a discussion and give staff direction, regarding the Denton Plan Update. Ron Menguita, Planning Supervisor, stated that the project was currently in Phase 2 of a 5 phase process. He was going to discuss where they have been, where they are, where they were going, next phases and upcoming events in the process. Where they have been – Prior events involved a kickoff open house, community stakeholder interviews, mobile meetings, informational community meetings, and community forums. What they had heard so far – the main emerging themes included sense of community; diversity; arts and music; a vibrant downtown; community amenities; local business development; traffic and roads; development/permitting process; gas well drilling; air quality; pedestrian/bike access; and education and vision/image/identity. Preliminary findings from citizen engagements indicated that there was a need to get more leaders in business, community and education involved. Citizens needed to know that this update was important and how to get involved. There was also a need to keep those who had shown interest and had participated involved in the process. Public Outreach Efforts – these efforts included mobile meetings; meetings with boards and commissions; Denton Plan Ambassadors; technical advisory committee; community conversation kit; and public announcement and videos. Where they are – Currently the process was in Phase 2 which involved stakeholder engagement, Community Forum 1 and a community survey. The consultants were working on a Denton Plan assessment, a data book growth scenario model and Community Forum 1 results. City of Denton City Council Minutes March, 5, 2013 Page 2 Where they were going – future steps would involve a vision statement, strategic directions, preferred growth concept, and a final comprehensive plan update. Next phases – Phase 3 would involve framing the vision, Phase 4 would involve the development of the Comprehensive Plan and Phase 5 would involve the final Comprehensive Plan and adoption which included public hearings. Mayor Burroughs stated that in Phase 4 there was a plan to communicate with everyone who was involved in the phases. He strongly encouraged an email attachment to everyone who had expressed an interest or participated in the program so they knew what was going to Community Forum 3. Menguita stated that staff was doing that all throughout the process. Mayor Burroughs asked about plans for people with no email and an outreach for them. Menguita stated that staff could send information in whatever form someone requested as staff wanted them to continue with the process. He stated that two community forums were being planned at UNT and TWU. Council Member King asked if those two forums were the only ones for the entire community. Menguita stated that there would be more events at other locations The forums at UNT and TWU were specifically asked for at those campuses. These were in addition to other community forums. Council Member Gregory stated that there were a number of community events this spring and felt that it would be good to make the handout available for people to pick up and connect with. Menguita stated that staff would have brochures available at the forums. Council Member Engelbrecht asked how the word was getting out to students. Menguita stated that there was a marketing system on campus doing it. Council Member Roden stated that he had hosted a meeting at UNT as an informational meeting and the room was packed. Council Member Engelbrecht asked for a list of all the places meeting had been held. Menguita stated that there was a list in the backup materials under “mobile meetings”. Staff could provide information where they actually went. Citizens could stay involved by looking on social media sites, the City’s website, by signing up for Denton Plan 2030 e-news. 4. Receive a report, hold a discussion, and give staff direction regarding the FY 2011-12 Comprehensive Annual Financial Report and annual audit. Chuck Springer, Director of Finance, presented the details regarding the CAFR. City of Denton City Council Minutes March, 5, 2013 Page 3 Report overview – the report was comprised of 4 distinct sections including introductory, financial, statistical and other supplemental information. The report had been designed to comply with GAAP/GASB guidelines. The emphasis was on transparency and disclosure. Conformance with standards was very important to financial markets. Audit results – the City received an unqualified or clean opinion and there was no management letter. That meant that there was no recommendation for strengthening controls and/or operational efficiency. A single audit was conducted for state and federal grant awards and no finds were noted. Key financial information – the audit showed an overall strong financial results. He reviewed the net assets of City, and general and unassigned fund balances. Jerry Gaither, Weaver and Tidwell, stated that the audit included an analysis of internal processes and it was determined that they were operating as designed. They also performed a test of laws and regulations for the impact on financial statements. Everything was clean and fairly reflected the financial statements of the City. The internal control report showed no significant deficiencies or findings of law violations. The single audit included an opinion on compliance that was unqualified. The City was compliant in all materials respects with federal financial regulations. Mayor Burroughs requested a comparison with other cities such as McKinney and Lewisville in terms of outstanding debt by type. He questioned the demographics on Page 118/Table 13 which showed that the median age dropped from the previous year and the per capita income was down significantly. He questioned what the basis was for those falls. Gaither stated that the per capita amount had been going down over the past several years. Council Member Roden stated that the Audit Finance Committee had asked for a specific report relating to debt for educational purposes for citizens. Council Member Watts requested an informal report showing a summary of the categories for assessed value for the years prior to the economic down turn and post economic down turn. 5. Receive a report, hold a discussion and give staff direction regarding the request for City sponsorship of the Third Annual Susan G. Komen for the Cure, North Texas, to be held in Denton on September 28, 2013, in South Lakes Park and the run routed through surrounding neighborhoods. Emerson Vorel, Director of Parks and Recreation, stated that staff was seeking direction from Council regarding a request for co-sponsorship of the Susan G. Koman event to be held on th September 28. Past dollars included funding for police, fire, EMS, rental for park and street closure barricades. The request was for $10,000 of in-kind services. The event also received $10,000 in HOT funds this year. Council Member Roden asked about the number of participiants from the first year. City of Denton City Council Minutes March, 5, 2013 Page 4 Vorel stated that there were 2,210 participants. Council Member Roden asked if participants had to pre-register or could they just show up for the event. Mary Frances Hooper, representing Susan G. Koman, stated that 500 participants were city residents who registered either on-line or through the mail before the race. The majority of the participants were preregistered. Council Member Watts questioned if the $10,000 in HOT funds was to cover the in-kind services or in addition to the in-kind funds. Council Member Roden stated that the HOT funds were used mainly for mailing and postage. Mayor Pro Tem Kamp stated that the HOT funds were not for in-kind services. Consensus of the Council was to proceed with the funding. Following the completion of the Work Session, the Council convened in a Closed Session to consider the following: 1. Closed Meeting: A.Deliberation regarding Personnel Matters - Under Texas Government Code Section 551.074. 1.Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the Municipal Court Judge, City Attorney, City Manager, and Internal Auditor. 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. Denton Family Unity Week Mayor Burroughs presented a proclamation for Denton Family Unity Week. City of Denton City Council Minutes March, 5, 2013 Page 5 2. Severe Weather Awareness Week Mayor Burroughs presented the proclamation for Severe Weather Awareness Week. 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 1. Ericca Cordier regarding good citizenship. Ms. Cordier stated that she was in favor of a sponsorship for a good citizen program in the City that would include service participation and communication for residents of the city of Denton. She encouraged citizens to become more involved in good acts in the city of Denton and challenged Council to put forth a program of good citizenship in Denton. 4. CONSENT AGENDA Mayor Burroughs noted that Items 4 E and 4F would be pulled for separate consideration. Mayor Pro Tem Kamp motioned, Council Member Roden seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item 4E and 4F. 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 minutes below. A. Consider approval of the minutes of: January 7, 2013 January 8, 2013 January 14, 2012 January 29, 2013 Ordinance No. 2013-058 B. Consider adoption of an ordinance accepting proposals and awarding a public works contract for the replacement of two 10-inch Sewer Crossings as part of the US Hwy 380 Widening Project; providing for the expenditure of funds therefor; and providing an effective date (Bid 5131-awarded to Wilson Contractor Services, LLC in the amount of $202,509.40). The Public Utilities Board recommends approval (5-0). Ordinance No. 2013-059 C. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute on behalf of the city a Deed Without Warranty, from the City of Denton, Texas, as grantor, to Texas SB Holdings, LLC, as grantee, conveying a 0.09 acre tract located in the Eugene Puchalski City of Denton City Council Minutes March, 5, 2013 Page 6 Survey, Abstract Number 996, City of Denton, Denton County, Texas, being generally located at the northeast intersection of West Hickory Street and North Texas Boulevard (the "Land"); reserving a perpetual Sanitary Sewer Easement in, along, upon, under, over and across a portion of said land; and providing for an effective date. Ordinance No. 2013-060 D. Consider adoption of an ordinance approving and authorizing the concession to Fair 2000, Inc. to sell alcoholic beverages at designated locations during the 2013, 2014 and 2015 Denton Air Fair, Inc. Air show events, upon certain conditions; and providing an effective date. Approved the Noise Exception Request below E. Consider a request for an exception to the Noise Ordinance for the purpose of the DentonRadio on the Square Music Stage sponsored by the Denton Convention and Visitors Bureau (CVB), DentonRadio.com, and the Denton County Office of History and Culture in collaboration with the 35 Denton Festival. The event will be held on the Denton County Courthouse lawn from Thursday, March 7 through Sunday, March 10, from noon to 11:00 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels and for amplified sound on Sunday. Staff recommends approval of the request. Mayor Pro Tem Kamp left meeting with a conflict of interest. Council Member Roden motioned, Council Member Engelbrecht seconded to approve the noise exception request. On roll call vote: Council Member King, Council Member Watts, Council Member Gregory, Council Member Engelbrecht, Mayor Burroughs, Council Member Roden – “aye”. Motion carried unanimously. Mayor Pro Tem Kamp returned to the meeting. F. Consider adoption of an ordinance of the City of Denton, Texas, delegating certain authority to the City Manager, or his designee, to make offers and to accept counter offers to purchase eligible real property interests necessary for City of Denton public works and electric utility capital improvement projects; authorizing the City Manager, or his designee, to execute contracts to purchase said real property interests for and on behalf of the City of Denton; authorizing the City Manager, or his designee, to expend funds in accordance with the terms of said contracts; providing a severability clause; and providing an effective date. Paul Williamson, Real Estate Manager, presented the details of the item. The ordinance would authorize the City Manager or his designee to extend offers and counter offers to property owners for public works and electric utility capital improvement projects. The offers would be based on certified appraisals. The ordinance would also for allow for counter offers up to 15% of the certified appraisals. City of Denton City Council Minutes March, 5, 2013 Page 7 Council Member Gregory stated that a citizen had expressed concern in the Work Session about delegating authority to the City Manager in order to circumvent steps for condemnation. He questioned if citizens would have all the steps needed to protect their rights for a fair price. Williamson stated that the process involved offers and counteroffers. The overarching elements were associated with the CIP program and included several public processes that showed alignments and locations of projects plus budgeting elements. There were also state statutes to follow for making offers and final offers to land owners. Council Member Watts stated that there were heavy public vetting processes before a condemnation process. Typically Council approved these on the Consent Agenda and property owner could speak at that time. By taking these off the Consent Agenda there would be a different way for citizens to come before Council with concerns. He did have some concerns regarding the ordinance. The ordinance indicated capital projects but in essence the ordinance was granting to the City Manager or his designee the ability to approve whatever need the City might have other than substations. He thought it would be project specific but a larger designation of projects was also included. He did not see any kind of limiting phrase. City Attorney Burgess stated that the definition of a capital project was included in the “whereas” clauses. The intent was to allow a more expeditious process in light of increasing CIP projects staff would experience over the next 5 years. Council Member Watts questioned if that was the exhaustive list and if the project did not fit into the category it would involve the normal process. City Attorney Burgess replied correct. Council Member Watts stated that he did not see where closing costs were defined. Richard Casner, Deputy City Attorney, stated that they were defined in Section 2C to make certain they would not be included in the delegated authority. Council Member Watts stated that Section 4 referenced examples of other documents. Casner stated that those would include such documents such as HUD statements and agreements to release funds for closing. Council Member Watts asked what the intent of the ordinance was given the volume of projects and cost savings involved. Williamson stated that it was not for convenience. This year there would be more than 60 offers to administer. Council Member Watts asked if it would be possible in the process of doing these offers and counteroffers to have informal staff reports on the process and if there were a large group of offers to have a place holder for citizens who were receiving the offers to have an opportunity to City of Denton City Council Minutes March, 5, 2013 Page 8 speak to Council if they had questions. This would provide a reporting mechanism and way for citizens to speak rather than having to do citizen reports. Mayor Burroughs stated that he had no problem with named projects. He questioned the first whereas that referenced “other various public works projects” and subsection b that referenced “future public works projects”. Those were not known yet and the issue was that Council would be making a determination with this ordinance about whether there was a need in the first place for the project. Council was making a predetermination regarding routing or site selection and would be agreeing that those would be the most appropriate. That was potentially locking in a determination of need without ever seeing it and determining site selection without ever seeing it. Casner stated that the delegation was a designation for a finding for public works facilities for future projects. The projects would have been determined when Council approved the CIP program. Mayor Burroughs stated that to fall under future plans, a determination would be made by Council that the project was funded as a CIP project and would provide direction and authority by Council that this would be a public need before it went to offer status. Mayor Burroughs asked if the ordinance would delegate routing/site election. Casner stated that was not determined in the ordnance. There would be no offers made unless there was a site selected. Offers were not made until a route had been determined. Mayor Burroughs asked if cost of a reroute fell within the limits that the Council would know about that. Casner stated that the ordinance did not limit that but current practice was for Closed and Work sessions on where routes would be placed along with acceptable locations. Phil Williams, General Manager - DME, stated that Council adopted transmission lines and routes and adopted a procedure that involved a public hearing at the Public Utilities Board and Council. After the route was approved the proposal would help proceed in the proposed manner. Council Member Gregory stated that he had been thinking of the proposal in terms of projects such as Mayhill and Bonnie Brae where the routes had already been determined. The proposed ordinance created a certain level of discomfort as it was broader than what he anticipated. Public use and necessity occurred at several different levels and he was concerned there might be unintended consequences with the proposal. The proposal might also be less effective in providing public input, transparency and Council weigh-in on the proposal. His other concern was transparency so that if a citizen wanted to speak to the issue regarding an offer he should have a mechanism to do so. Council Member Roden suggested limiting the delegation to be project specific. A new ordinance could be considered when there was a new project after the route had been determined. He questioned if there was a down side to that. City of Denton City Council Minutes March, 5, 2013 Page 9 City Attorney Burgess stated that the delegation ordinance was an attempt by staff to create a process where staff handled the large increase in the number of properties to work with. The increase in projects increased the amount of presentations. It was not intended to be a decision making document in terms of site selection, routing or if the project was needed. Limiting language could be put in the ordinance and brought back to Council at the next meeting for consideration. Williamson stated that road projects would be the biggest specter of where and how to have a route. Council Member Engelbrecht felt that there were different levels of routing. There was a general route on where it might be and then narrowed down to an exact route. He stated that this proposal was not addressing the condemnation process. Casner stated that those would have to be made in advance. Mayor Pro Tem Kamp asked if continuing this item to another meeting would cause any issues. Williamson stated that there would be no problem at this time. Council Member Watts requested that this item come back to a Work Session for discussion. Mayor Pro Tem Kamp motioned, Council Member King seconded to postpone consideration of th the ordinance until the March 19 agenda. 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. 2013-061 A. Consider adoption of an ordinance directing the publication of Notice of Intention to issue $46,770,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. The Audit/Finance Committee recommends approval (2-0). Bryan Langley, Assistant City Manager, presented the information for both Items A and B. Item A involved the issuance of a small bond program selling $46 million of Certificates of Obligation for wastewater and electric projects. State law required a publication of notice of intention to issue the bonds. This notice would be published in the local newspaper with the actual sale on April 16th. There would be two notices to keep the two issuances separate. A detail of what would be included in the two issuances for projects was presented. Item 5B involved the issuance of $21 million for General Government and Solid Waste projects. Key elements of the projects were reviewed. Upon approval of the intent publication notice, the intent would be to sell these bonds at a future date. City of Denton City Council Minutes March, 5, 2013 Page 10 Council Member Roden motioned, Council Member King seconded to adopt the ordinance. 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. Ordinance No. 2013-062 B. Consider adoption of an ordinance directing the publication of Notice of Intention to issue $21,495,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. The Audit/Finance Committee recommends approval (2-0). This item was discussed in conjunction with Item 5A. Council Member Gregory motioned, Council Member Engelbrecht seconded to adopt the ordinance. 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. Resolution No. R2013-006 C. Consider approval of a resolution creating an Ad-hoc Citizen Advisory Committee to advise the City Council on the development of: goals; strategies; objectives; and growth scenarios for the Denton Plan Update and the composition of such a citizen committee and providing an effective date. Brian Lockley, Director of Planning and Development, stated that Council had directed staff to establish a Citizen Advisory Committee (CAC) to help facilitate the update to the Denton Plan. The membership of the CAC would be broad-based and represented the diverse constituencies within the community. It would be comprised of up to 33 members and represented a number of interest groups. Council Member Roden motioned, Council Member Engelbrecht seconded to approve the resolution. 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. D. Consider nominations/appointments to the City's boards, commissions and/or committees: 1) Zoning Board of Adjustment City Secretary Walters stated that Millard Heath had resigned from the Zoning Board of Adjustment. Council Member Roden had provided the name of Marshall Surratt as a nomination to the Zoning Board of Adjustment. Council Member Roden motioned, Council Member Gregory seconded to approve the nomination of Marshall Surratt to the Zoning Board of Adjustment. On roll call vote: Council City of Denton City Council Minutes March, 5, 2013 Page 11 Member King, Council Member Watts, Council Member Gregory, Council Member Engelbrecht, Mayor Pro Tem Kamp, Mayor Burroughs, Council Member Roden – “aye”. Motion carried unanimously. 2) Citizens Advisory Committee for the Comprehensive Plan Brian Lockley, Director of Planning and Development, stated that these appointments were for the Committee that the Council approved earlier in the meeting. Each interest group had representatives except for the large business interest which was vacant at this time. A list of the appointees had been included in the agenda backup materials. Mayor Pro Tem Kamp motioned, Council Member King seconded to approve the appointments to the Citizens Advisory Committee for the Comprehensive Plan. 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. First Reading – No ordinance number at this time E. Hold the first of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH-12 of approximately 1,154 acres (less those parcels identified in Exhibit "C") located south of E. University Drive, east of N. Mayhill Road, north and south of Blagg Road, north and south of Mills Road, and east and west of S. Trinity Road, and more specifically identified in Exhibit "A" attached hereto, which area is adjacent to and abuts the existing city limits of the City of Denton, Texas, and which contains areas of land which are to be annexed pursuant to the City's 3-Year Annexation Plan; excluding properties within DH-12 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (First of two readings.) Johnna Matthews, Senior Planner, presented the details of the annexations. This would be the first of two readings to consider the adoption of three annexation ordinances in accordance with the involuntary annexation procedures for areas not exempt from the City’s Municipal Annexation Plan. These annexations included 1,595 acres in Division 1 of the City’s ETJ excepting those parcels subject to Non-Annexation agreements and identified as DH-7, DH-9 and DH-12. She reviewed the background information concerning these annexations. State law established the elements of a required annexation plan. However, the elements would not apply to an area proposed for annexation if it contained fewer than 100 separate tracts of land on which one or more residential dwellings were located on each tract. DH 7, 9, and 12 had more than 100 separate tracts of land thus requiring an Annexation Plan. DH-7 was located east and north side of Teasley Lane and west of Southlake Drive and contained approximately 143 acres. DH-9 was located north of Pockrus Page Road, north, south and northeast of Edwards Road and contained approximately 298 acres. DH-12 was located south of East University Drive, east of North City of Denton City Council Minutes March, 5, 2013 Page 12 Mayhill Road, north and south of Blagg Road, north and south of Mills Road and east and west of S. Trinity Road. It contained approximately 1,154 acres. State law also required the City to prepare a Service Plan that provided for full municipal services to annexed areas. Preliminary Service Plans were presented at three public hearings and posted on the City’s website. Final Service Plans were adopted by the Council on August 16, 2011 and were posted on the City’s website. After holding the public hearings, the City and property owners were required to negotiate for provision of services to the area after annexation. Denton County Commissioners Court was also required to select five representatives to negotiate with the City for the provision of the services. DH-7 negotiations began on July 12, 2011 and ended on July 26, 2011 with an agreed upon Service Plan. DH-9 negotiations began on July 6, 2011 and ended on August 16, 2011, with an agreed upon Service Plan. DH-12 negotiations began on July 7, 2011 and ended on October 13, without an agreed upon Service Plan. Because the City and the representatives chosen by Commissioners Court could not reach an agreement, an arbitrator was appointed to resolve the service plan issues in dispute. Arbitration hearings were held October 17-18, with the arbitrator ruling in favor of the City on October 30, 2012. Another provision of the State law stated that a municipality could not annex areas appraised for agricultural, wildlife management or as timber land unless the municipality offered the property owner a development agreement (non-annexation agreement) and the property owner declined to make the agreement. Staff sent non-annexation agreements to all known owners of property identified by the Denton County Appraisal District as being currently appraised for agricultural, wildlife management, or as timber land use. Newly annexed land that was not zoned would be given the default zoning of rural District 5 (RD-5). Staff provided Council with information regarding the service plan. Section 4 stated that the service plan had to be signed for the amended service plan which was not done so the original service plan would take effect. The Planning and Zoning Commission and the Development Review Committee recommended approval of the annexations except for the non-annexation agreement areas. Mayor Burroughs stated that the property would be zoned to the default zoning of RD-5. Matthews stated that the property would be un-zoned until the property owner requested a zoning designation. Until then, the property would remain at RD-5 zoning. Mayor Burroughs stated that a significant amount of property would be legally non-conforming and asked if there was a way to get around that. He suggested considering in the future an opportunity to bring in annexed property with appropriate zoning instead of the default zoning as it forced property owners to come to City to do another round of zoning. Matthews stated that staff could look into that in the future and that it would require a code amendment. City of Denton City Council Minutes March, 5, 2013 Page 13 City Manager Campbell stated that care would have to be taken that the assigned zoning was mutually beneficial as the land use might not be what the property owner wanted. The default zoning was best way to get generic zoning until the property owner determined what he wanted for zoning. Council Member King motioned, Council Member Engelbrecht seconded to adopt the ordinances for Items E, F and G. 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. First Reading – no ordinance number at this time F. Hold the first of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH- 9 of approximately 298 acres (less those parcels identified in Exhibit "C") located north of Pockrus Page Road, north, south and northeast of Edwards Road, and more specifically identified in Exhibit "A" attached hereto, which area is adjacent to and abuts the existing City limits of the City of Denton, Texas, and which contains areas of land which are to be annexed pursuant to the City's 3-Year Annexation Plan; excluding properties within DH-9 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date. (First of two readings.) This item was considered with Item E. First Reading – no ordinance number at this time G. Hold the first of two (2) readings to consider the adoption of an ordinance annexing an area of land to the City of Denton, Texas, generally identified as DH-7 of approximately 143 acres (less those parcels identified in Exhibit "C") located on the east and north sides of Teasley Lane, south of Teasley Harbor subdivision and west of Southlake Drive, and more specifically identified in Exhibit "A" attached hereto, which area is adjacent to and abuts the existing City limits of the City of Denton, Texas, and which contains areas of land to be annexed pursuant to the City's 3-Year Annexation Plan; excluding properties within DH-7 subject to non-annexation agreements for agricultural, wildlife management or timberland use from the annexation; providing for correction of the City map to include this annexed area; providing a savings clause; and providing an effective date.(First of two readings.) This item was considered with Item E. 6. 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 City of Denton City Council Minutes March, 5, 2013 Page 14 upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Roden requested a return to the discussion of predatory lending and a possible ordinance at the earliest possibility. City Attorney Burgess stated that there had been a request for a regulatory ordinance and a zoning portion. She questioned if Council wanted those in the same ordinance or split them into two ordinances. She would recommend that the issues be in two separate ordinances. Council Member Roden felt they should be in two ordinances. Council Member Watts stated that the pedestrian crossing at Welch was completed. Council Member Watts thanked citizens for their information regarding bills in the Legislature regarding oil and gas. Council Member Watts asked for an update on the air and water quality monitoring with a proposed timeline. Council Member Engelbrecht stated that the Property Maintenance Code indicated that a retaining wall leaning on a sidewalk was not an intrusion but a fence leaning on a sidewalk was an intrusion. He requested a report on what the Code was and how staff was implementing those types of issues. Council Member Gregory stated that he would like the text of the Dallas ordinance included with the information for a proposed ordinance. Council Member Gregory noted that the Texas Storytelling Festival was this weekend. Mayor Burroughs noted that 35 Denton was also this weekend. Council Member Engelbrecht noted that Dentonradio.com was also having an event this weekend. B.Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. City of Denton City Council Minutes March, 5, 2013 Page 15 There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 8:32 p.m. _____________________________ MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS _____________________________ JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES March 19, 2013 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, March 19, 2013 at 3:00 p.m. in the Council Work Session Room. 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 Robert Donnelly submitted a Speaker Card for Item 4I. He indicated he was opposed to the ordinance. 2. Requests for clarification of agenda items listed on the agenda for March 19, 2013. Council Member Gregory, speaking on Item 4I, stated that clarifications and adjustments had been made to the proposed wording based on prior Council conversations. The backup materials had an explanation on when a citizen would be able to speak to Council and when a property owner would be notified. He asked staff to review that information. Paul Williamson, Real Estate Manager, stated that after the project was identified, the first engagement with the property owner was for a request to survey the property. That request might be as much as couple of years before the project was started. Once an area of acquisition was identified an appraisal was done, the appraiser contacted the property owner to visit the property and had interaction with the property owner. Those were two elements for active engagement with property owners ahead of an offer. Council Member Gregory reviewed a scenario when a couple on Mayhill wanted to shift the route away from their property to the other side of the street. They had conversation with council members, did a citizen report and had numerous conversations with staff. He questioned if this proposal would that make it less possible for that kind of interaction with the Council. Williamson stated not at all. City Manager Campbell stated that the way the ordinance drafted it would be only for first offers pursuant to the appraisal. Any condemnation would still need Council authority 3.Receive a report, hold a discussion, and provide staff with direction regarding potential amendments to the Public Art policy. Bryan Langley, Assistant City Manager, presented the details of the Pubic Art Policy passed in 2006. The policy stated that the City would include a base of 2% for the arts from all future capital improvement programs with the option and flexibility to increase to a 4% maximum, based on needs and economic conditions. The thought was that a single issue bond issuance would not be included in this policy. The Citizens Bond Advisory Committee and Council City of Denton City Council Minutes March 19, 2013 Page 2 recommended up to $400,000 in public art improvements for the 2012 bond program. Voters approved the bond program on November 6, 2012. In July 2012, the HOT Committee asked staff to consider possible amendments to the Public Art Policy. Some of the issues associated with possible amendments included (1) the Capital Improvement Program was not defined, (2) a concern regarding whether all debt issuances such as Certificates of Obligation, General Obligation bonds, Revenue bonds, etc. were subject to the policy, and (3) it appeared that public art would be a required component of a potential convention center debt issuance. In January 2013 the Council informally indicated that their intent was to only apply the policy to voter authorized bonds. At a minimum the policy needed to be clarified to reflect the intent of the Council. Additional issues - by applying the policy to only voter authorized bonds, public art funding would be limited in time and scope. By law, public art funding could only be applied to projects closely related to bond propositions. This prevented funds from various propositions being combined to complete standalone projects. Public art projects could be independently approved by a separate proposition. The timing and amount of future bond programs was not known. As such, a more reliable, flexible and predictable source of funds was needed to properly fund public art projects. The Public Art Committee currently served in an advisory capacity to the Parks, Recreation and Beautification Board. The reporting structure was problematic since potential public art projects may be at the Airport, Convention Center and other facilities. The policy made several specific references to the Greater Denton Arts Council but did not mention any other art groups. Staff recommended that a new public art fund be created to support public art projects. This would maintain a minimum balance of $500,000 but not more than $1 million for eligible projects. The funds would be replenished periodically based on need. Additional flexibility would be created since the funds could be used for any project. It also provided more reliable and predictable funding source. Mayor Pro Tem Kamp questioned the minimum amount of $500,000. Langley stated that it was to make sure there was a significant source of funding for projects. The minimum amount could be removed if Council desired. Mayor Pro Tem Kamp questioned what would happen if a project was at that amount. Langley stated that if a project approached all of the funding, the funding would have to be replenished the following year with the budget. City Manager Campbell stated that currently there was no funding to do projects. The proposal was an attempt to furnish the fund at a significant amount to be able to do a project. Mayor Burroughs questioned that if a fund were established, what restrictions would there be on the City to access those funds for other purposes such as a natural disaster. It would be awkward to remove the funds once they had been established. There were realistic possibilities that a City of Denton City Council Minutes March 19, 2013 Page 3 future Council might want to take the money out of the fund for more pressing needs. He asked what action would have to be taken to get the funds out. Langley stated that restrictions could be placed in the policy and if a future Council wanted to change the policy it could be done. The idea was to try and have a reliable amount of money for the arts. Council Member Gregory stated that it would be a statement that the intent was for a specific purpose and could be changed in the future. Council Member Roden stated that currently there were no dedicated funds for public art. He questioned how projects were done now. Lockley stated that there was approximately $30-40,000 of HOT funds for public art. Other than that, funding would be a supplemental budget request. Council Member Roden asked for the reason for the $1 million cap. Langley stated that the fund meant to be a significant amount of money but not to allocate more than resources would allow. City Manager Campbell stated that Council could change the amount at any time as the fund grew. Council would have the ability to change the range if they wanted. Council Member Roden asked if the fund would zero out at the end of year or would it continue to build up. Langley stated that unspent money would remain in the fund. Staff was proposing to sell $400,000 in GO bonds related to public art. That funding would be put in the fund with a shortage of $100,000 for the $500,000 minimum. The Public Art Committee talked about a public art master plan which would be $70-80,000 for the master plan. Langley stated that additional language was recommended which would reference various artistic groups and organizations within the community. This would emphasize that the policy was intended to engage all members of the community for public art projects. Currently the policy referenced the Greater Denton Art Council and institutions but a new group in the future would also be included. City Manager Campbell stated the wording would provide flexibility in the future to allow other groups to participate. Langley stated that the current Public Art Committee had two appointed members from the DGAC in addition to the seven members appointed by Council. Membership would not change on the Committee. Council Member Gregory stated in the revised redline policy, the 2% and 4% funding from the CIP projects was eliminated. He was not comfortable deleting that wording unless there was City of Denton City Council Minutes March 19, 2013 Page 4 another stable funding source in place. He was thinking about increasing the HOT fund levels to do that. Langley stated that there was a listing provided with potential sources for funding. Some of those included any funding source from the Council such as CIP voter approved bond election, Certificates of Obligation or any other allocation from the city funding source. Council Member Gregory asked if the revisions would allow money from that fund to be used to develop a master plan. Langley stated correct that Council would approve the use of the funds. Council Member Gregory asked about funding from bonds. Langley stated that there could be funding from every bond issuance but there would be restrictions on the use of those funds through the bonds. The funds would have to be related somehow to the projects approved or have a standalone proposition on the ballot for the funding. Council Member Engelbrecht stated that the $400,000 from the GO sale was going in the fund but those funds were restricted for street projects. He questioned what was gained by placing those funds in the proposed fund. Langley stated that public art would gain at least $100,000 which was not planned. There was no funding approved at this time for public art except for the $400,000. As the funds were spent, they would have to be replenished by the City. The proposal would provide a funding mechanism for years to come. City Manager Campbell stated that once the fund was created, there could be several sources of funding into the fund. Some of the funds in the account could be used for the master plan but not the money that was specific for the bond funds. Money from any other source could be used for any other project. Langley stated that this proposal would place a priority on funding and make sure it met the funding criteria. Council Member Watts felt it was a good idea to fund a level and source of funding for major projects. He questioned what funds would be restricted and what would be unrestricted. Funds primarily from HOT funds were restricted from the State on what they could be spent for. It would be an additional key to not using the funds for other purposes. HOT funds were restricted. He felt that the bond issuance was done and if there was a desire to create a fund, the $500,000 would not have to be put in the fund all at once. It might take 2-3 years to get the funds up to that level. Langley continued that staff was also recommending that the Public Art Committee advise the Council directly. This would increase communication between the Public Art Committee and Council, enhance the importance of public art in the community, and require a revision to the ordinance which established the Public Art Committee. Staff also recommended additional language be included which referenced various artistic groups and organizations within the City of Denton City Council Minutes March 19, 2013 Page 5 community. Other minor changes were proposed to clarify language and improve sentence structure. In summary, the proposed policy revisions attempted to provide a more reliable and predictable source of funds for public art, increased flexibility for the selection of public art projects and enhanced the importance of public art in the community. If the changes were acceptable to Council, staff would prepare the necessary resolution and ordinance for consideration at a future meeting. Carol Phillips, Chair-Public Art Committee, presented a background of the Committee. She stated that the Committee was expecting that the funding section would be reviewed and revised, but was surprised by other changes. The Committee felt that “other artistic groups and organizations” referenced in four sections was unnecessary. The proposed funding changes had merits but needed clarification and assurances. A listing of positive results from the Committee was presented. Proposed policy revisions – the Committee requested clarification of funding from “all future Capital Improvement Programs”. It was felt that the definition needed to be clarified and set by Council without other changes to the policy. In terms of the proposed convention center, the Committee felt that the policy would not apply. Merits of the proposed public art fund included funding source for public art, and allowed a funding source not currently available on an annual basis. Outstanding funding questions and concerns – the current funding had been tested and succeeded state and nationwide. More specific language needed to be included as to how funds could be used. The Committee’s primary goal was to complete a Public Art Master Plan in the first year funding cycle. Staff indicated that the first funding cycle would include $400,000 from the Street CIP and $100,000 from other sources for a total of $500,000. This raised concerns that encumbered funds could be used over multiple funding cycles to meet the minimum balance. The Committee also questioned if in one fiscal year the $500,000 was used in total, would the City be able to meet the $500,000 minimum as stated. Donations from private sources should be held in a separate account and not deducted from the fund balance. Other artistic groups – in 2005 the City reached out to the GDAC in the formation of the original policy due to its expertise and longstanding strong partnership with the City. The original document included GDAC which had served since 1970 as the umbrella organization for the arts with 37 non-profit organizational members and numerous for-profit business members. The Committee questioned if the intent was to enlarge the size of the Committee. The Committee felt that it was a knowledgeable, committed and dedicated group. It was ready, willing and able to work openly and closely with the Council and/or staff. Mayor Pro Tem Kamp stated that Council was not looking to expand the Committee. The use of “other artistic groups” was just an overall statement. Mayor Burroughs stated that he had a number of issues with a set amount of funding asked for future use. He felt it would set up a lot of friction by unintentionally trying to create a positive outcome but would be very possible to do the opposite. Keeping up the fund balance would be City of Denton City Council Minutes March 19, 2013 Page 6 difficult and could be a tug of war for future Councils trying to fund. He suggested that HOT funds be increased for the consistent funding. It was much better to allow citizens in future CIP committees to make the big ticket calls. Council could have a general charge to future CIP bond committees for a standardized minimum of 2% to be allocated to arts projects and then leave it to the committee to formulate the projects and prioritize the projects. Because it would be a CIP bond process it would adjust to the financial position of the City. This would provide stability for the funds and big ticket items would come from the CIP bond committee. The funding would be narrowed to GOs only. Council Member Roden asked how much HOT funds were currently provided. Langley stated that it was approximately $35,000 per year which represented 2.4% of the receipts. Council Member Roden felt the numbers were arbitrary and once in place there could be guidance for projects on future funding and how to budget for those projects. Mayor Pro Tem Kamp stated that the reason the policy was started in the first place was that there was no funding for public art. In 2005 the Council at that time did not think it would take this long to have another CIP bond election. The proposal would allow for other ways to fund the account. She suggested specifying that the funding would come from voter approved bonds. Mayor Burroughs suggested including a charge to the CIP bond committee. Mayor Pro Tem Kamp stated that once Council realized the policy could be applied to utility bonds, etc., there was a concern for funding. She felt that additional HOT funds was not a place to look for more funding as spending of those funds had specific categories on how to spend the money. Council Member Watts stated that the Mayor’s proposal revisited the issue Council had with the street issue whether to have the art funding associated with a project or a standalone proposition. With the fund COs could be used and out of that fund could do the debt payment. Mayor Burroughs stated that his suggestion would be for a separate item and not connected to any other proposition in the GOs. The direction would be a minimum of 2% on a separate line item for public art. The CIP bond committee would determine what projects to use that funding for. Council Member King felt that it would unhinge the frustration and not be connected. He questioned if the funds were not used in a fiscal year, would it be funded again in the following year. Langley stated that the amount would be kept in the fund. Council could address how much to put in the fund each year. Council Member King stated that it would make the city financially responsible on how to fund the account. City of Denton City Council Minutes March 19, 2013 Page 7 City Manger Campbell stated that it would not be an either or situation. If it were a specific project it could be a standalone item on the budget regardless of how it was funded. Council Member Gregory asked how specific ballot wording would have to be if there was a separate proposition just for art. Langley stated that it would have to be a capital project with a long life and no debt issuance. He would have to get with bond counsel for specifics. He felt there would not have to be individual details but a general presentation of the project. Mayor Burroughs felt that as long as it was worded broadly enough, it would be able to meet the threshold criteria. Council Member Watts stated that the Public Art Committee wanted a master plan and once that was in place, the Committee’s recommendations would help with a clearer roadmap to funding. He felt it was not good to do something now but rather wait until a master plan was in place. He felt the first order of business would be to develop a master plan. Mayor Burroughs stated that many master plans did not have a timeline associated with them. Langley stated that it might not have a detailed cost analysis for projects either. Council Member Roden stated that a master plan would give goals. He suggested starting a fund with $80,000-$100,000 and not a minimum balance at the immediate time. The 2005 Task Force surveyed cities and the current method of funding was the way it was done. He suggested finding out how that was done mechanically so staff would not have to redo the procedure. Council Member Gregory stated that he agreed to the change to having the Committee report to the Council, funding in the upcoming budget for a master plan and after that was done work on the rest of the policy changes. Mayor Burroughs suggested that the definition of bonds to be included in the policy would be CIP GOs and not any others. Council Member Engelbrecht questioned how long it would take to complete the master plan. Phillips replied about a year. Council Member Engelbrecht recommended considering future updates to the Public Art Master Plan at the same time the Comprehensive Plan was updated. He asked how the maintenance of the public art would be funded. Langley stated that the maintenance would be appropriated in the Parks budget. Council Member Engelbrecht suggested that as part of process there be a report on the maintenance of outdoor projects. City of Denton City Council Minutes March 19, 2013 Page 8 Langley stated there was a section in the policy regarding maintenance and a budget would be developed for it. Council Member Watts stated that for clarification, the proposal was to leave in the 2-4% and just change who the Committee would be reporting to plus tie the policy only to GOs. Langley stated the proposal was that the funding would remain at 2-4% but only for voter authorized bond elections (GOs only) and the Public Art Committee would report directly to Council. He questioned the wording in the proposal dealing with “other artistic groups”. Mayor Burroughs felt it was not necessary to specify other groups as the GDAC was an umbrella group for many other organizations. Council Member Roden stated that next year there would be a bond election for streets only and the policy was still in the same position as last year. Nothing had been fixed. Council Member Watts stated that a question from the last vote was whether to have public art included in the proposition or have as a standalone vote. Council Member Roden stated that as matter of policy, Council needed to determine if it wanted to have it included. Mayor Burroughs stated that a single bond package such as fire stations would present a difficulty in what public art would be included in that. City Manager Campbell stated that part of the problem was having that kind of finding tied to a percentage that was unlimited. At 2% Council would have not discretion on how to limit the amount. Langley stated that there would be a challenge for a specific package. If there were several propositions, even with a master plan, there might not be any kind of overlay with particular projects. That would continue to be a challenge. He questioned if the Council direction was to hold on changing anything in policy until it was known what other cities were doing or limited changes. Consensus of the Council was to do the limited changes of the reporting structure of the Public Art Committee, limiting the policy only to GOs and delete other artistic groups. 4. Receive a report, hold a discussion, and give staff direction regarding the proposed Hotel/Convention Center. Jon Fortune, Assistant City Manager, stated that his presentation would include a historical review; project overview in terms of location, hotel/restaurant and convention center; financing for the construction and next steps. He presented information on the historical review from 1994-to present. Project overview – this project was a collaboration between the City, O'Reilly (OHM) and UNT. It involved an Embassy Suites hotel, a Denton convention center and Houlihan's restaurant. The City of Denton City Council Minutes March 19, 2013 Page 9 site was 13.5 acres located on UNT property. The hotel and restaurant would be OHM funded while the convention center would be city funded. The total project cost was $85 million with $25 million of that for the convention center and $60 million for the hotel and restaurant. Project Overview – hotel/restaurant - OHM would lease the land from UNT. It would be funded, built and owned by OHM. The Embassy Suites would have approximately 318 suites and be 12 stories. The facility would be LEED certified. Houlihan’s would have approximately 8000 square feet with 290 seats. There was an educational opportunity through the UNT School of Hospitality. The cost would be approximately $60 million. Council Member Gregory questioned what type of restaurant would be included and if it had to be a Houlihan’s. Fortune stated that OHM was looking for an upper level type restaurant and had a relationship with Houlihan’s. Council Member Watts stated that the $60 million cost did not include any land costs and asked if there was an idea on the assessed value. Fortune stated that staff had several conversations with the Appraisal District which indicated that the value of the project was on a gross income approach. The District had a multiplier that would be used for the valuations. Mayor Burroughs asked if that include the value of fixtures, furniture, etc. Fortune stated he would research that. Project Overview - Convention Center – the City could lease the land from UNT with the City to fund and own the convention center. The City would not be funding the hotel. OHM would serve as architect and construction manager. The convention center would be sub-leased to OHM to operate and manage. The approximate cost was $25 million to fund the convention center. The debt would be supported from project revenue including OHM rent. Financing - Convention Center – the goal was to have the project be self supporting. The City would sell bonds (COs) to fund the convention center. The debt would be supported from project revenue including OHM rent. A Tax Increment Finance District would be created to help insure the project was developed. It would be located on UNT property that was currently tax exempt, the leasehold interest in the hotel would be taxable and provided an opportunity for participation by DISD and County. Council Member Watts questioned that with a sublease, it someone wanted to rent the ballroom the rental rate would not be taxed and provide gross revenue for OHM. Fortune stated correct. He continued with the financing of the convention center. The debt service would be funded by HOT taxes related to the development of the project. This would include HOT revenue from the convention center hotel and up to $100,000 in HOT revenue from related convention bookings in other hotels. The debt service would also be funded with TIRZ revenue (ad valorem taxes from increased value), city sales taxes, and OHM lease payments to City of Denton City Council Minutes March 19, 2013 Page 10 the City. Those payments would be equal to the net balance of the total project revenue and the amount needed to completely satisfy the city's annual debt payment. It would begin in year three of operations. Council Member Gregory asked if funding would be taken from other recipients of HOT funds. Fortune stated that would not be done. Council Member Watts questioned if the $100,000 was committed whether the project materialized or not. Fortune stated that this money would be dedicated to the City's debt services. Council Member Watts stated that OHM would be make up whatever the City was short in debt service. Fortune replied correct. Council Member Watts asked what would happen if the DISD or County would not participate in the TIRZ. Fortune stated it would result in an additional burden to the developer and not the City. Mayor Pro Tem Kamp stated that the use of HOT funds had been discussed for a number of years and that the additional amount would not be taken from current recipients. Council Member Engelbrecht questioned if there was a limitation on the spending of HOT funds. Mayor Pro Tem Kamp stated it would depend on how the funds were allocated. They also had to be spent annually. Council discussed the payment options, debt payment options, debt service, options for payment if obligations were not met, and future capital replacement fund. Fortune stated that next steps involved (1) finalizing the development agreement and leases which required City Council and UNT Regents approval plus Council approval of legal services to finalize the development agreement, (2) creating the TIRZ and invite the DISD and County to participate, (3) completing the design, (4) soliciting construction bids, and (5) beginning construction. Council Member Watts stated that a condition was to include the TIRZ. Fortune stated that OHM would want it included as it would determine the lease agreement. The DISD would not participate until they saw the developers agreement. Without the TIRZ, OHM might not do the project. Council Member Engelbrecht asked about how the time line for the I35 rebuild in the area would fit in. City of Denton City Council Minutes March 19, 2013 Page 11 Fortune stated that there was an 18-24 month design and construction process. 5. Receive a report, hold a discussion, and give staff direction regarding State of Texas Legislative issues, including but not limited to SB and HB 14, related to the process of issuing bonds; HB 738, related to county authority to review a petition by a Municipal Utility District located wholly within a municipal extraterritorial jurisdiction; SB 276, related to the creation of a Local Government Corporation by a transit authority; HB 1496, related to regulation of gas wells; and legislation regarding credit access (payday lending) practices. Lindsey Baker, Assistant to the City Manager, presented an overview on the legislative session. She stated that bill filing ended on March 8th and that approximately 5700 bills had been filed. She would be reviewing a few bills that were important to the city of Denton. SH and HB 4 related to fiscal transparency and accountability of cities. This bill would alter the process for issuance of certificates of obligation by cities and counties, and would significantly increase items required to be shown on ballots for bond elections. It would also create increased ongoing reporting requirements regarding indebtedness. Mayor Burroughs felt this was a high priority bill as it was sponsored by the Comptroller’s Office. While it was tagged as a transparency bill, Denton was already doing much of what the bill would require. What affected Denton was the ballot language issue. Part of what was suggested was that the ballot be required to present statistics about all finances of the City or any governmental entity. All bond provisions would require a list of financial data on the ballot itself. This could be done in a graph type form instead of verbiage but there were no notes of explanation required on the wording of the ballot. The discussion was that this would cause more confusion on the side of the voter. Part of his testimony was that it was not possible to educate the voter in the ballot booth. Information could be made available before hand but background information could not be on the ballot for ease of voting. There was also a proposal to delay the ability to issue COs to 45 days from the 30 days from notice. There was no reason for that delay as it was not tied to anything but in debt issuances such a delay could be a killer. This provision only affected local entities with their funds while no state funds were involved. He felt that the House subcommittee had good analysis of the bill but the Senate said very little. Baker continued with payday lending/credit access business legislation. She stated that over 20 bills had been filed that would limit the fees and interest charged plus limit the amount an individual could access. SB 999 and 1000, sponsored by Senator Wendy Davis, were positive for municipalities in that they would permit municipal regulation of payday lenders. SB 1247, sponsored by Senator John Carona, would preempt municipal legislation particularly in zoning and police powers. A committee substitute would allow cities to regulate zoning but not police powers. HB 1496 was related to governmental actions affecting private property rights in certain oil and gas wells. The bill would add the development of mineral rights to the list of protected private property rights, proposed to protect against a city regulation that had the effect of preventing or prohibiting the development of an oil or gas well that had been permitted by the Texas Railroad Commission and continued to expressly allow municipalities to address visual aesthetics, noise abatement and hours of operation. At this time, the bill had not moved out of Committee. This City of Denton City Council Minutes March 19, 2013 Page 12 item was also scheduled as an item for consideration on the regular agenda per the direction of Council. To date, only the Town of Flower Mound and the City of Southlake had passed a resolution in opposition to this bill. John Cabrales, Assistant City Manager, presented an update on SB 276 and HB 1274 relating to the authority of certain transportation authorities to create a local government corporation (LGC). DCTA was in favor of these bills in order to expand their transportation facilities to allow other entities to participate in their service. DCTA would be able to issue bonds but not levy taxes. The corporation would be exempt from the bid process and could award a contract with a no bid process. Staff was concerned about a possible financial impact to services if Denton’s sales tax revenues were dedicated to a project from the LGC or if it had financial difficulties. Staff was seeking direction to work with DCTA and look at amending by-laws or direction to amend legislation. Mayor Burroughs asked if the LGC was created and defaulted on the bonds, would the DCTA be obligated to pay that. Cabrales stated that other entities that were partnered to create that LGC would also be partnered with the bonds. The LGC would be using the credit and backing of whoever created the LGC. City Attorney Burgess stated that it might depend on the nature of the issuance and what was pledged for support of the bond. Mayor Burroughs stated that he had no problem with the direction of trying to expand service. The issue was for capital issuances and having 2 of the 3 member cities concurring with the issuance. Of the three paying member cities two or three have to agree to the capital issuance. Cabrales stated that when the LGC was created, it would be a standalone entity. There currently was a discussion on the DCTA Board level whether it would take a two-thirds vote of all three cities to create an LGC. Mayor Burroughs stated that under the current DCTA by-laws a capital project involved consent of two of the three cities to move forward. He questioned if a LGC could be formed to affect the current level of service. Cabrales replied correct. Mayor Burroughs stated that with the current structure the requirement was a two-thirds vote of paying cities to affect the service plan. If the LGC was formed, it would not take a two-thirds vote of the paying cities to build a capital project. Cabrales stated correct as it would be a separate entity. Mayor Burroughs stated that if a LGC was formed without a two-thirds vote and if a default occurred, the current paying cities of DCTA would have to absorb the cost of the default. Cabrales stated if they pledged the sales tax revenues from the three member cities. City of Denton City Council Minutes March 19, 2013 Page 13 Council Member Roden stated that any expansion would benefit the system but he wondered if Lewisville and Highland Village were concerned about this. City Manager Campbell stated that a meeting was planned with the three member cities during this week. Jim Cline, President-DCTA, stated that the intent of what they were trying to do was to protect their current services. The powers of a LGC were the ones that were given to it by the founding agencies. Those powers were set up in the Articles of Incorporation. DCTA was in the process of holding discussions of a by-laws change that would include the Articles of Incorporation as one of the issues that would require a two-thirds majority. As a minimum, two out of three made a lot of sense as it would provide protection to the contributing member cities as this moved forward. A change in the long range system plan and the service plus the operating funds and capital funds that the DCTA had would have to be approved by a majority of the board and two- thirds of the financially participating cities. Expanding the system would be a benefit to the whole system. Funding of that expansion was for those who would benefit from that expansion. An example would be a rail expansion to Frisco. That would need to be a standalone entity so that its debt, operations, grant commitments would only be a benefit to and not a liability of the existing half-cent sales tax in the A Train Corridor. Mayor Burroughs stated that with an expansion to Frisco, how standalone would that be. He questioned if the LGC defaulted in its bonds, would the partners of bonds stand behind it. Cline stated that what was pledged for the debt issuance was where they would go back to. Mayor Burroughs asked when the pledging took place. Cline stated that what was needed was to look at the bond covenants. He stated that the Articles of Incorporation had be to carefully written with proper bond covenants to provide protection as it moved forward. City Manager Campbell stated he would be more comfortable with the proposal if he knew at what point Denton would be responsible and have a voice. Once a LGC was created, then Denton may be the one out and not in the two-thirds for the capital project approval. Mayor Pro Tem Kamp stated that she was also concerned about that part. She had concerns about the service plan. She questioned if when the LGC was formed, would it have the authority to affect the service plan. Cline stated that the DCTA Board controlled the service plan for the overall service. The LGC did not have the authority to raise funds; it only had funds from its members. Council discussed various scenarios on what would happen if the LGC defaulted on the bonds and who would be liable for the bonds, Charles Emery, Chairman-DCTA Board, stated that the service plan had been approved a long time ago. DCTA felt that a LGC was the best way to protect the sales tax stream and still move City of Denton City Council Minutes March 19, 2013 Page 14 forward. He was comfortable with the proposal and felt DCTA could be protected with debt wording. Mayor Burroughs felt that the highest degree of protection would be at least two-thirds approval in the formation of a LGC to ensure that protections would secure the formation and not divert from Denton's sales tax from DCTA. Cabrales presented information on HB738 dealing with municipal utility districts (MUD). Currently if a MUD was proposed to be located within the ETJ of a city, only the city had a role in consenting or refusing to approve its creation. A county had a role in the creation process, if it chose to exercise it, only when all or a part of the proposed MUD was to be located outside a city’s ETJ. The county’s role was to review the MUD petition filed with the TCEQ and to submit a written opinion stating whether or not the county recommended the creation of the MUD. Council Member Watts asked if the County could make comments if the MUD was wholly in a city’s ETJ. City Attorney Burgess stated that a county could make comments and the TCEQ could decide whether to consider those comments. Cabrales stated that staff had met with Commissioner Coleman addressing concerns over the bill as it currently was filed. The bill was in conflict of the Council’s legislative program. As such there were five different versions of the bill which were included with the resolution listed on the regular agenda. There were other large cities opposed to the bill unless they were bracketed out. Mayor Burroughs questioned if the County could submit comments now, how was that different from the bill. The intent of the bill was to slow down special districts to preempt the ability of cities to extend services. The original wording could be read that the City could object while in the ETJ but might allow a county to say it wanted to form it and the county would override the city. His reading of the bill did not add anything not there now. When outside the ETJ, the county could weigh in. His concern was that the city got informed of the formation of the proposed project. Cabrales stated that currently a city determined whether or not it wanted a MUD created in the ETJ. This would allow the county to have a say for it to be created wholly in the ETJ. Mayor Burroughs felt that it was just a notice issue and a comment issue and wanted to be really sure there was a compelling interest to oppose it. Council discussed the provisions of the proposed bill and what authority a county would have in commenting on the formation of a MUD. Cabrales stated that currently the law did not allow the County the ability to provide comments. This legislation would codify that the County would have a say in a MUD that was completely in a city’s ETJ. Staff felt that was in conflict of legislative program approved by Council. City of Denton City Council Minutes March 19, 2013 Page 15 Knight stated that there was a resolution of support on the regular agenda with five options attached for Council to select which one to support. Mayor Burroughs suggested giving staff direction to present Option 5 during the regular session and then to debate it during the meeting. Mayor Burroughs announced Work Session Items 6 and 7 would not be discussed at this meeting and that Closed Session Items A.1. and B.1. would also not be considered. Following the completion of the Work Session, the Council convened into a Closed Session to consider the following: 1.Closed Meeting: A. Competitive Matters Concerning Public Power Utilities – Under Texas Government Code Section 551.086. 1. Receive competitive public power information from staff regarding plans and proposals respecting the Denton Municipal Electric (“DME”) system and its resources; and discuss, deliberate and provide staff with direction regarding such matters. This item was not considered. B. Consultation with Attorneys – Under Texas Government Code Section 551.071. 1. Consult with the City’s attorneys regarding legal issues associated with the delegation of authority to the City Manager to make offers and accept counter offers to purchase real property for public works and electric utility capital projects where 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 clearly conflicts with the provisions of the Open Meetings Act, Chapter 551 of the Texas Government Code. This item was not considered. 2. Consult with and provide direction to City’s attorneys regarding legal issues associated with the regulation of gas well drilling and production with the City Limits and the extraterritorial jurisdiction, including Constitutional limitations, current and proposed statutory limitations upon municipal regulatory authority, current and proposed statutory preemption and/or impacts of current and proposed federal and state law, including case law, regulations, and proposed legislation as it concerns municipal regulatory authority and matters relating to enforcement of the ordinance. 3. Consult with City’s attorneys regarding legal issues and strategies related to the adoption of a proposed ordinance regulating credit services organizations and credit access businesses, 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 City of Denton City Council Minutes March 19, 2013 Page 16 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. 4. Consult with the City’s attorneys regarding legal issues associated with the creation of municipal utility districts within the City’s extraterritorial jurisdiction under existing and proposed State legislation, and administrative regulations. 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 clearly conflicts with the provisions of the Open Meetings Act, Chapter 551 of the Texas Government Code in this matter. 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 There were no proclamations or presentations for this meeting. 3. CITIZEN REPORTS There were no citizen reports for this meeting. 4. CONSENT AGENDA Council Member King motioned, Council Member Engelbrecht seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Item I. 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 minutes listed below. A. Consider approval of the minutes of: February 4, 2013 February 5, 2013 February 12, 2013 Ordinance No. 2013-063 B. Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the expenditure of funds for the purchase of two Dragon Runner 20 Remotely Operated Vehicles (Small Platform Robots) from QinetiQ North America, Inc. which are available from only one source and in City of Denton City Council Minutes March 19, 2013 Page 17 accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; with funding to be reimbursed 100% through the Dallas Fort Worth Arlington Urban Area Security Initiative, a Homeland Security Grant Program; and providing an effective date (File 5191-Purchase of Two Dragon Runner 20 Remotely Operated Vehicles for the City of Denton Fire Department Bomb Squad in the amount of $173,886). Ordinance No. 2013-064 C. Consider adoption of an ordinance accepting bids and awarding a public works contract for the US Highway 380 Utility Relocations Project; providing for the expenditure of funds therefor; and providing an effective date (Bid 5190-awarded to North Texas Contracting, Inc. in the amount of $3,446,977). The Public Utilities Board recommends approval (6-0). Ordinance No. 2013-065 D. Consider adoption of an ordinance accepting bids and awarding a public works contract for the Morse Street and Alexander Street Water and Sewer Replacement Project; providing for the expenditure of funds therefor; and providing an effective date (Bid 5170-awarded to Dickerson Construction Company, Inc. in the amount of $484,105.50). The Public Utilities Board recommends approval (6-0). Ordinance No. 2013-066 E. Consider adoption of an ordinance of the City of Denton, Texas creating a Capital Improvements Advisory Committee pursuant to Texas Local Government Code §395.058 as a requirement before authorizing impact fees; appointing the planning and zoning commission's members as members of the capital improvements advisory committee; providing for the appointment of and appointing one additional ad hoc member to the capital improvements advisory committee from the extraterritorial jurisdiction of the City of Denton, Texas; providing for the adoption of procedural rules for the capital improvements advisory committee to follow in performing its duties; and providing for a effective date. Ordinance No. 2013-067 F. Consider adoption of an ordinance of the City of Denton, Texas, accepting that certain Special Warranty Deed, from Robson Denton Development, LP, an Arizona Limited Partnership, conveying certain lands located in the C. Manchaca Survey, Abstract No. 789, also known as Lot 1, Block A, City of Denton Water Plant, certain real property located in Denton County, Texas, according to the Conveyance Plat thereof, recorded under Document No. 2013-049, Plat Records of Denton County, Texas (The "Lands"), and being generally located on the north side of Lively Road approximately one half mile east of Seaborn Road; and providing for an effective date. Ordinance No. 2013-068 G. Consider adoption of an ordinance authorizing the City Manager or his designee to execute, for and on behalf of the City of Denton, Texas, an Amendment of City of Denton City Council Minutes March 19, 2013 Page 18 Temporary Lease ("Amendment"), by and between the City of Denton, Texas ("City") and Billie Glosser ("Tenant"), amending that certain Temporary Lease (herein so called), dated effective December 28, 2012, by and between City and Tenant, leasing to Tenant a 147.85 acre tract, more or less, located in the D. Davis Survey, Abstract No. 356, Denton County, Texas, as more particularly described in the Temporary Lease ("Property"), said Real Property being generally located along the west side of Tom Cole Road, across from the Denton Municipal Airport, said Amendment, among other terms, extending the term of, and amending the rent payable under, the Temporary Lease; authorizing the City Manager to execute the Amendment of Temporary Lease; providing a savings clause; and providing an effective date. Ordinance No. 2013-069 H. 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 General Obligation Bonds with an aggregate maximum principal amount equal to $4,000,000 to construct and improve streets approved by voters in November 2012; and providing an effective date. This item was not considered. I. Consider adoption of an ordinance of the City of Denton, Texas, delegating certain authority to the City Manager to make offers and to accept counter offers to purchase eligible real property interests necessary for City of Denton public works and electric utility capital improvement projects; authorizing the City Manager to execute contracts to purchase said real property interests for and on behalf of the City of Denton; authorizing the City Manager to expend funds in accordance with the terms of said contracts; providing a severability clause; and providing an effective date. Ordinance No. 2013-070 J. Consider adoption of an ordinance approving a salary increase for Anita Burgess under the performance review provision of her employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. Ordinance No. 2013-071 K. Consider adoption of an ordinance approving a salary increase for George C. Campbell under the performance review provision of his employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. Ordinance No. 2013-072 L. Consider adoption of an ordinance approving a salary increase for Robin A. Ramsay under the performance review provision of his employment agreement with the City; authorizing the expenditure of funds; and providing an effective date. City of Denton City Council Minutes March 19, 2013 Page 19 5. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2013-073 A. Consider adoption of an ordinance of the City of Denton, Texas, requiring registration of credit access businesses; defining terms; establishing a registration fee; imposing restrictions on extensions of consumer credit mor ade by credit access businesses; providing recordkeeping requirements; providing defenses; providing a penalty not to exceed $500; providing a savings clause; providing a severability clause; and providing an effective date. John Knight, Deputy City Attorney, presented the details of the ordinance. The proposed ordinance was regulatory in nature to address the nature of credit access lending. A number of other cities had adopted regulatory ordinances. The purpose of the ordinance was to protect the welfare of the citizens by monitoring credit access businesses to reduce abusive lending practices and by restricting the amount of credit that could be extended. The ordinance would establish a registration program for credit access businesses, impose record keeping requirements and require the display of a certificate of registration. It also would place restrictions on the amount of credit that could be extended, restricted the manner of repayments and limits the number of times the credit extension or loan may be refinanced. Violation of the ordinance would be a Class C misdemeanor. The provisions would be effective upon publication or could be delayed to be effective until the summer of 2013 depending on bills passed by the legislature. Council Member Roden asked which department would deal with the registration and problems or complaints with businesses. Knight stated that had not been decided yet. The ordinance stated that the documentation would be reviewed by a director designated by the City. It could also be a peace officer. Council Member Roden asked about the timing to enact the ordinance. Businesses needed to know who to deal with. Knight stated that if the ordinance was approved at this meeting, it would not be effective until 14 days from date of passage. Council Member Gregory asked who would receive the misdemeanor charge if a violation occurred. He questioned if it would be an employee or the manager. Knight replied that it would be a fact of proof regarding who conducted the violation. It would depend on the specific case. City Attorney Burgess stated that the ordinance defined a person in violation as an individual, corporation etc. Any of those could be in violation and receive the citation. Council Member Gregory stated that if the ordinance was passed, informational notices would have to go out to the businesses so that they knew the requirements. City of Denton City Council Minutes March 19, 2013 Page 20 Mayor Burroughs stated that because the practices of the business would violate this ordinance, there was a need to go out of the way to give the actual notices to the businesses. It might take someone providing the delivery. Knight stated that the notices could be mailed or hand delivered and would also be published in the paper. Mayor Burroughs stated that he would like to go out of the way to provide notice of the regulations. He noticed that there was no requirement for posting of the restrictions at the business as part of certificate of registration. He suggested putting in the regulations a provision for public display of what had been passed. The workers and potential clients would be notified so they would know about the notice. It would be a simple way to put everyone on notice. He suggested directing staff to put that wording in the certificate. Knight stated that as the registration was a function of the City, any kind of desired wording could be added. Council Member Engelbrecht suggested having a date certain when the businesses would have to be registered. Knight stated that a grace period could be added or the effective date of the ordinance could be delayed for a time period for an education period. As presently worded, the ordinance requirements would be immediate. Mayor Burroughs stated that as there was no registration form at this time, he did not want to do anything to impede the City's ability to enforce the ordinance. He suggested putting in a couple of weeks to have all of the provisions ready for registration, etc. City Attorney Burgess stated that one way to address the issue would be to make the ordinance effective a month out rather than at publication. The forms could be then mailed with the businesses coming in to register. City Manager Campbell stated that it would also allow time for staff to report back to Council on who would administer the ordinance and the certificate restrictions. Council Member Roden expressed the need to identify the 39 businesses that might be under this ordinance. It had been noted that there were certain agencies that might fit the criteria that did not have to register with the State. He questioned the procedure if a business was identified that was not State licensed. Knight stated that the ordinance would not apply if a business was not required by State law to register with them. If the business was operating and was required to be licensed by the State, the ordinance could be enforced against them. The following individuals submitted Speaker Cards: Kayce Strader, 408 Egan, Denton, 76201 - support Joe Ader, 607 E. College, Denton, 76209 - support City of Denton City Council Minutes March 19, 2013 Page 21 Carmel Perez Snyder, 8140 Walnut Hill Lane, #108, Dallas, 75231 - support Pat Smith, 2300 East University, Denton, 76209 - support Hunter Bonner, 3305 Ocean Drive, Denton, 76210 - support Starita Smith, 301 Coronado Drive, #1034, Denton, 76209 - support Comment cards were submitted by: Amber Briggle, 1315 Dartmouth Place, Denton, 76201 - support Council Member Gregory felt that it would be helpful to add wording to the notice that if someone felt a business was in violation of the ordinance to contact the city of Denton. Denton would be joining other cities in passing this ordinance as the State was not taking enough action to solve the problem. Council Member Watts stated that he was proud of the community to spearhead this issue. He thanked the Council for taking a stand on the issue and the cities that went before Denton on the issue. Council Member Roden questioned how long staff needed to do what Council had asked in terms of notification and what would be a good implementation date. City Manager Campbell stated that staff could get information to Council within the next week and suggested making the effective date three weeks from this meeting. Council Member Roden suggested an effective date of 21 days from the date of this meeting. Council Member Engelbrecht asked if it would be possible to publish the ordinance in the three week window and not wait for effective date. City Attorney Burgess stated that could be done. Council Member King suggested adding a phone number to call with the notice. Mayor Burroughs stated that these types of businesses were proliferating throughout the State. The average interest rate was 600%. There was another legitimate reason these entities came into existence. Some people had little or no credit and needed an immediate loan. These businesses met a legitimate need but responsible organizations that were not abusive were few. He hoped that local lending institutions could address the issue in a legitimate way. These were high risk loans but hoped that legitimate lenders would accommodate the needs. Council Member Gregory stated that United Way was taking the lead to meet with local banks regarding a program called Bank On to establish relationships with banks and credit with banks so when a person had an emergency he could get a loan. Council Member Roden motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance. 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. City of Denton City Council Minutes March 19, 2013 Page 22 B. Consider appointment of board members for Tax Increment Financing Zone Number One (Downtown TIF). Julie Glover, Economic Development Program Administrator, stated that there were four members on the Board whose terms were expiring. All of those members were eligible for reappointments. James King, Virgil Strange, Hank Dickenson and Harold Strong had all expressed an interest in serving another two year term. Staff recommended reappointment of these four Board Members. Council Member Watts motioned, Council Member Engelbrecht seconded to approve the reappointments as noted above. 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. Resolution No. R2013-007 C. Consider approval of a resolution of the City of Denton, Texas supporting House Bill 738 recently introduced in the 83rd Texas Legislature, relating to the review by a county commissioner's court of the creation of a proposed municipal utility district (MUD) within a city's extraterritorial jurisdiction; and providing an effective date. John Cabrales, Assistant City Manager, stated that this was a resolution of support for HB 738. He noted that the bill had just come out of Committee with wording that was slightly different than Exhibit 5; however, the intent was still the same as Exhibit 5. Denton County had passed legislation in support of the bill and asked the City to do the same. Council Member Watts motioned, Council Member Gregory seconded to approve the resolution with the substitute bill from Committee. 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. Resolution No. R2013-008 D. Consider approval of a resolution of the City of Denton, Texas, opposing House Bill 1496, recently introduced in the 83rd Texas Legislature, relating to the applicability of the Private Real Property Rights Preservation Act to certain governmental actions relative to oil and natural gas drilling activities; and providing an effective date. Lindsey Baker, Assistant to the City Manager, stated that Representative Van Taylor had filed HB 1496 that related to governmental actions affecting private property rights in certain oil and gas wells. The bill was contrary to the Council’s policy statement to allow local governments to enact ordinances relating to health and safety regulations as applied to gas drilling and production activities. The following individuals submitted Speaker Cards: Ricardo Correa, 117 E. Prairie, Denton, 76201 - support City of Denton City Council Minutes March 19, 2013 Page 23 Cathy McMullen, 805 Ector, Denton, 87201 - support Candice Bernd, 412 ½ Fry, Denton, 76201 - support Amber Briggle, 1315 Dartmouth, Denton, 76201 - support Kelsey Fryman, 903 McCormick, Denton, 76201 - support Comment Cards were submitted by: Rebekah Hinojosa, 621 Schmitz, Denton, 76209 - support Morgan Larson, McCormick, Denton, 76201 - support Adam Briggle, 1315 Dartmouth, Denton, 76201 - support Vicki Oppenheim, 600 Windfields, Denton, 76209 - support Lydia Alexander, 2043 Scripture, Denton, 76201 - support Jay McElhinney, 605 N. Austin, Denton, 76201 - support Pauline Raffestin, 2015 Bowling Green, Denton, 76201 - support Council Member Roden asked for an explanation on how the City worked on legislative issues. Baker stated that Council had passed legislative issues that they were concerned with. Staff worked with partner cities throughout the State, worked with TML on bills, and had legislative consultants monitoring the bills. Staff also worked with committees and committee members where the bills would be heard by presenting letters to them and going to a bill's author to let him/her know about city's position. Council Member Gregory asked what a resolution or ordinance did to communicate to the policy makers about the City's position. Cabrales stated that it did not carry any more weight than a letter or communication with a staff person. It depended on what would be best strategy for a particular bill. Mayor Pro Tem Kamp motioned, Council Member Watts seconded to approve the resolution. 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.PUBLIC HEARINGS Ordinance No. 2013-74 A. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a Comprehensive Plan Amendment from a "Community Mixed Use Centers" future land use designation to a "Neighborhood Centers" future land use designation; on approximately 34.04 acres of land located on the east side of Country Club Road (FM 1830), between Ryan Road to the north and Hickory Creek Road to the south, in the City of Denton, Denton County, Texas; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability clause and an effective date. (CA12-0005, Country Club Road Tract) The Planning and Zoning Commission recommends approval (7-0). City of Denton City Council Minutes March 19, 2013 Page 24 Mayor Burroughs noted that Items A and B would be presented together. Bryan Lockley, Director of Planning and Development, presented the details of the proposals. He stated that Item A would provide for a comprehensive plan amendment and in conjunction with that amendment, the applicant was proposing to rezone the property to Neighborhood Residential-4. The property was located on the east side of Country Club Road between Ryan Road and Hickory Creek Road. The neighborhood residential zoning would allow for residential development. The rezoning would change the makeup of the current zoning and the community mixed use center. Some of the issues associated with this request included the Mobility Plan, Denton Plan and the Development Code. The Mobility Plan showed Country Club Road to become a four lane secondary arterial. Hickory Creek was planned to become a six lane primary arterial. The KCS Railroad ran adjacent to the site's eastern boundary. This site was essentially an island bounded by planned arterials and the railroad. There was also a FEMA floodplain on the south and west of the property. A portion of the floodplain ran from north to south within the property. Based on the following criteria, there was adequate public infrastructure capacity to serve the site: water, wastewater, stormwater, transportation, drainage, environmental, parks, electric, fire/EMS. Those items could adequately support a residential development. However, the Denton Plan criteria indicated that neighborhood center would be an inappropriate future land use designation. This proposed rezoning would create an isolated district. Based on the criteria a community mixed use center was the most appropriate future land use designation for the site. The Planning and Zoning Commission recommended approval for the amendment and for the zoning. However, the Development Review Committee recommended denial for both proposals. Staff’s denial was based on code requirements and the Mobility Plan. Council Member Gregory asked if the rezoning was approved for NR-4 would the developer be responsible for providing a park. Lockley stated that the developer would not be required to put in a park. Council Member Watts questioned if the streets did not become what was proposed in the Mobility Plan, was the land use more detrimental as single-family residential or developed as mixed use commercial. Would there be less of an impact if the zoning were single-family residential. Lockley stated that from a land use perspective, residential would be more appropriate for roads there today. However, with the planned development of the roads, commercial would be better due to intense traffic. The Mayor opened the public hearings for both A and B. Paul McCracken, speaking for the applicant, stated that this was a tough area for development as it was not a good site for commercial due to the t-intersection. There was considerable flood plain to the south which was hard to attract commercial development. There was a developer City of Denton City Council Minutes March 19, 2013 Page 25 ready to start on the tract. The landowner to the south was in support and would like the same action on his property if they were successful. That would take away the isolation of the proposed zoning. There had been no commercial retail opportunities in this area for many years. Residential development might attract commercial in the future. Council questioned the size of the footprint, the size range of the proposed homes and whether there would be one story and two story homes. Bob Shelton, applicant, felt that residential made more sense than commercial at this time. They would be required to build a portion of Hickory Creek. The Mayor closed the public hearing. Mayor Pro Tem Kamp motioned, Council Member King seconded to adopt the ordinance. 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. Ordinance No. 2013-075 B. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Community Mixed Use General (CM-G) zoning district and use classification to a Neighborhood Residential 4 (NR-4) zoning district and use classification on approximately 34.04 acres of land located on the east side of Country Club Road (FM 1830), between Ryan Road to the north and Hickory Creek Road to the south, in the City of Denton, Denton County, Texas; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability clause and an effective date. (Z12-0010, Country Club Road Tract) The Planning and Zoning Commission recommends approval (7-0). This item was considered with Item A. Council Member Roden motioned, Council Member King seconded to adopt the ordinance. 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. Ordinance No. 2013-076 C. Hold a public hearing and consider adoption of an ordinance approving a Detailed Plan to allow a 6,816 square-foot building for new auto parts sale on 0.835 of land located within the Wheeler Ridge Planned Development District (PD-176). The subject site is located at the southeast corner of Teasley Lane (FM 2181) and Robinson Road; and providing for a penalty in the maximum amount of $2,000.00 for violations, thereof, severability and an effective date. (PDA12-0005, O'Reilly Auto Parts) The Planning and Zoning Commission recommends approval (7-0). City of Denton City Council Minutes March 19, 2013 Page 26 Brian Lockley, Director of Planning and Development, stated that the request was for a detailed plan to allow a new auto parts sales building on property located within the Wheeler Ridge Planned Development. He reviewed the current zoning map and future land use map. The Planned Development was approved by Ordinance 99-367 and designated two commercial parcels that allowed uses permitted in the commercial zoning category. The requirement of the detailed plan included acreage, land use, offsite information, traffic and transportation, buildings, trees, sidewalks and bike plan. There would a joint access with the 7-11 already on the property. The Planning and Zoning Commission recommended approval as did the Development Review Committee subject to conditions. The Mayor opened the public hearing. Matt Bolls, 2016 Mistywood, Denton, asked how the people across from the proposal were notified about the building proposal. The Mayor closed the public hearing. Mayor Pro Tem Kamp asked for an explanation of how the public was notified of the proposal. Lockley stated that there were 200 foot legal notices and 500 foot courtesy notices sent out regarding the proposal. Council Member Engelbrecht stated that only an auto parts store would be allowed. With previous planned developments a range of retail uses had been allowed. He questioned if the business was not successful, would the Planned Development have to be amended again. Lockley stated no there was a range of uses for commercial uses. Mayor Burroughs stated that the Planning and Zoning Commission recommendation, as a condition, was limited to new auto parts sales only. Lockley stated that as a planned development amendment with a detailed plan, the Planning and Zoning Commission wanted to ensure that any subsequent uses would meet the same requirements. Their issue was that new uses should have staff review or come back to the Planning and Zoning Commission and City Council. They wanted to ensure that because it was a planned development, it would still require an amendment and still be meeting the requirements of the planned development. Council Member Engelbrecht stated that a range of potential operations would do the same thing. It would then be reviewed by staff and allow more flexibility. Lockley stated that would be an option for Council to consider. Council Member King motioned to approve the proposal as recommended by the Planning and Zoning Commission including all conditions. Mayor Burroughs stated including the auto parts sales only. City of Denton City Council Minutes March 19, 2013 Page 27 Council Member King replied correct. Mayor Pro Tem Kamp seconded the motion. Mayor Burroughs stated that although he was in favor of the proposal, he suggested that perhaps an amendment might be appropriate and Council vote on the amendment. If that did not pass, then vote on the motion. Council Member Engelbrecht motioned for an amendment to remove the auto parts sales only condition. Council Member King seconded the motion for an amendment. Mayor Pro Tem Kamp asked for a clarification on why the Planning and Zoning Commission put that condition on the proposal. Lockley stated that it was not a matter of the uses as all uses under commercial would be permitted. The question was if this property were to be vacant for a number of years, the Planning and Zoning Commission wanted to make sure a new business would meet the same requirements. If the proposal was limited to auto parts sale, then any change would go back to the Planning and Zoning Commission. This was to ensure that it met the same code requirements. Council Member Watts asked if the maker of the motion and second would approve a friendly amendment, then there would be no need to vote on an amendment. Council Member King and Mayor Pro Tem Kamp agreed with the friendly amendment. Mayor Burroughs stated that the motion was to approve the request with Conditions 1-3 from the Planning and Zoning Commission. Council Member King motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance with conditions #1-3 from the Planning and Zoning Commission. 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. D. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow a basic utility; a DME Electric Substation, on approximately 8.75 acres of land within a Neighborhood Residential Mixed Use 12 (NRMU-12) zoning district classification and use designation; located west of Loop 288, south of Audra Lane, and directly east of Audra Meadows, Phase 2 Subdivision, within 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. (S12- 0005, DME Audra Substation) The Planning and Zoning Commission recommends approval (5-0). City of Denton City Council Minutes March 19, 2013 Page 28 Brian Lockley, Director of Planning and Development, presented information on the specific use permit to construct an electrical substation. The substation would be constructed in two phases. Phase I would include construction of the substation and connection of the substation to an existing transmission line adjacent to the site. Phase II would include construction of a new transmission line, connection of the substation to the new transmission line and decommissioning and removal of the old transmission line. The site plan and western property line buffer was described. A Type C buffer was required. The Type C buffer included a 15 foot planting strip with a combination of 5 evergreen and deciduous trees and 30 shrubs per 100 linear feet. The property was set back from Loop 288 and was one of seven which was considered for the location of the substation. The Planning and Zoning Commission recommended approval with conditions. Those conditions included the buffer zone and a perimeter masonry wall constructed with a minimum height of 10 feet. The Development Review Committee also recommended approval. Council Member Gregory asked if there was a requirement for a supermajority vote. Lockley stated that the threshold needed was 20% of the land area within 200 feet so no supermajority vote was required. Council Member Roden stated that there were questions for the public process relating up to this proposal. Lockley stated that for the meeting at the Singing Oaks Church, notices were sent out within 500 feet of the proposal. Council Member Roden asked if the notices were sent out to the owners of the homes or the residents. Lockley stated that they were sent to the home owners based on the information from Denton County Appraisal District. Council Member Gregory asked if a notification sign was required to be put up for a zoning change. Lockley stated that signs were usually installed along arterials where they would get the most visibility. In this case, the signs were placed along Audra Lane. Council Member Roden asked about the date of the initial meeting. Phil Williams, General Manager-DME, stated that the initial meeting was November 27th. Council Member Roden asked about the number of people present. Williams stated that five people signed in. Council Member Roden asked about the separate notices sent from Planning and what was on the post card. City of Denton City Council Minutes March 19, 2013 Page 29 Williams displaced a copy of the post card mailed out. Information was also posted on the City’s website. The Mayor opened the public hearing. Williams stated that there were several different sites considered before this one was chosen. The proposed landscaping met all of the code requirements. Staff had met with the landowners. Mayor Burroughs asked why the other sites were not chosen. Williams stated that one landowner would not sell the property, TxDot would not allow one of the sites, one had a 30- inch water line on it and the site to north had a drainage feature. The following individuals submitted Speaker Cards: Alan Breese, 4317 Boca Raton Drive, The Colony, 75056 - opposed Kristiey Rodriguez, 902 Bayfield, Denton, 76209 - opposed Leticia Rivas, 1020 Bayfield, Denton, 76209 - opposed Richard Hainer, 1112, Bayfield, Denton – concerned about access to the property. Brendan Carroll, 2223 Houston, Denton, 76201-recommend look at how utility easements might change in future Claire Lane, 909 Bayfield, Denton, 76209 - opposed The Mayor closed the public hearing. Comment Cards were submitted by: Mario Vasquez, 1000 Bayfield Drive, Denton, 76209 - opposed Mayor Pro Tem Kamp asked about access to the property. Williams stated that the City would be donating right of way for the Mobility Plan to change Audra. There would be a private entrance off Loop 288 for construction and after Audra was changed, the traffic would come down Audra. Mayor Pro Tem Kamp asked about security of the site. Williams stated that once the facility was constructed staff would only come once a week to inspect it. The security system would include video cameras and alarms to the dispatchers. Mayor Pro Tem Kamp asked what would happen to the time line for construction if the proposal was postponed. Williams stated that it would give staff time to work out the final details. Mayor Burroughs asked about weekly inspection at night. Williams stated that the inspections were usually during the day. City of Denton City Council Minutes March 19, 2013 Page 30 Mayor Burroughs asked about the roadway component. Williams stated that it was not near the current residences. Council Member Gregory asked about the transformers located in the substation. Williams stated that there would be two on the site. Council Member Gregory asked if they were larger than the ones on Kings Row. Williams stated that they were about the same size. Council Member Gregory asked about the low hum at the Kings Row station. Williams stated that there would be no high pitched sounds. Council Member Gregory stated that the neighbors requested a buffer zone. Using the site plan, there would be a Type C buffer 15 feet wide, 100 feet from the neighbors fence. He questioned how long it would be. Williams stated that it would go from the property line to the drainage ditch. Council Member Gregory asked if there was any reason to extend it further north. Williams stated that could be done. Council Member Gregory questioned if a Type D buffer would be appropriate. Lockley stated that the condition could be changed to a Type D buffer. Council Member Gregory asked if it could be extended further to the north. Lockley stated that it could not go outside the boundary of the substation property. Council discussed the types of plantings in the buffer and the location of the site on the property. Council Member Gregory motioned, Council Member King seconded to postpone consideration until April 2, 2013 to give the applicant time to work with the neighbors on a buffer plan. 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. 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 City of Denton City Council Minutes March 19, 2013 Page 31 recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Watts requested a presentation from DME on TMPA debt and a specific plan on how to achieve desired goals. This could be a joint meeting with the Public Utilities Board. Mayor Burroughs requested a copy of standard notices for various purposes such as the 200 and 500 foot notice cards, notices sent out for rezoning, detailed plan amendment, etc. He would like to see how those were worded. This could be accomplished in an Informal Staff Report. Council Member Gregory suggested that the Committee on Citizen Engagement could also consider those notices and make suggestions on wording. 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 10:34 p.m. _____________________________ MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS _____________________________ JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS ConsentAgendaP AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Frank Payne at 349-8946 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 Graham Associates Inc. for engineering services associated with the Sherman Drive, Holiday Park, and Longfellow Wastewater Collection System Improvements project; authorizing the expenditure of funds therefor; providing an effective date (File 5236-in the amount of $135,835). The Public Utilities Board recommends approval (6-0). FILE INFORMATION The Sherman, Holiday Park and Longfellow Collection System Improvements project consists of the replacement and rehabilitation of approximately 13,200 linear feet of 8-inch sewer lines in various public right of ways (ROW) and easements. A map of the project area is included as Exhibit 1. The proposed engineering fee of $135,835.00 for the professional services on this project includes amounts for detailed design and survey services. Fee components calculated in support of this fee included $94,635.00 for basic services and $41,200.00 for additional services (survey). The preliminary opinion of probable construction cost for the project is $1,051,400.00. Basic services represent approximately 9.0% of the projected construction cost. The total contract amount represents approximately 12.9% of the projected construction cost. Staff referenced two sources for comparison of fees based on a percentage of construction: The American Society of Civil Engineers (ASCE) Manual No. 45 and Consulting Engineers Council of Texas (CEC-T) curves of median compensation. From ASCE Manual No. 45, the design fee is projected at approximately 11% of the preliminary opinion of probable construction cost and the total fee is projected at approximately 20%. From CEC- fee is projected at approximately 7.6% of the preliminary opinion of probable construction cost. 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 seek qualification based competition for these identified services. Agenda Information Sheet April 16, 2013 Page 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 8, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award a, Professional Services Agreement with Graham and Associates, Inc. in the amount of $135,835. PRINCIPAL PLACE OF BUSINESS Graham and Associates, Inc. Arlington, TX ESTIMATED SCHEDULE OF PROJECT The preliminary project schedule estimates the completion of design phases and approval of final bid documents within twenty two weeks of issuance of the Notice to Proceed. FISCAL INFORMATION The project will be funded from Capital Improvement Project account 640233541.1365.2110. Requisition#112721 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Map of Project Location Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-Bid 5236 WOLFTRAP BRIGHTWOOD TRACE Exhibit 1 Project Extents Exhibit 2 DRAFT MINUTES 1 PUBLIC UTILITIES BOARD 2 3 April 8, 2013 4 5 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6 present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on 7 Monday, April 8, 2013 at 9:01 a.m. in the Service Center Training Room, City of Denton Service 8 Center, 901A Texas Street, Denton, Texas. 9 10 Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy 11 Robinson, Phil Gallivan, Leonard Herring and Lilia Bynum 12 13 Absent: Barbara Russell 14 15 Ex Officio Members: Howard Martin, ACM Utilities; George Campbell, CM 16 OPEN MEETING: 17 18 CONSENT: 19 20 21 5)Consider recommending an approval of a Professional Services Agreement for Architect or 22 Engineer between the City of Denton and Graham Associates, Inc. in the amount of 23 $135,835.00 for Engineering Services associated with the Sherman, Holiday Park and 24 Longfellow Collection System Improvements project. 25 Board Member Gallivan motioned to approve item 5 with a second from Board Member 26 Cheek. The vote was 6-0 approved. 27 28 29 Adjournment 9:30 a.m. ORDINANCE NO. ______________ 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 GRAHAM ASSOCIATES INC. FOR ENGINEERING SERVICES ASSOCIATED WITH THE SHERMAN DRIVE, HOLIDAY PARK, AND LONGFELLOW WASTEWATER COLLECTION SYSTEM IMPROVEMENTS PROJECT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE 5236-IN THE AMOUNT OF $135,835). WHEREAS, the profe is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Graham Associates, Inc., to provide professional engineering services for the Sherman Drive, Holiday Park, and Longfellow Wastewater Collection System Improvements project; a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5236 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:_________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ________________ BY: _________________ 4-ORD-File 5236 ConsentAgendaQ AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Frank Payne at 349-8946 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 Teague Nall and Perkins for engineering services associated with the Avenue A, Eagle Drive, Congress and Amarillo Wastewater Collection System Improvements project; authorizing the expenditure of funds therefor; providing an effective date (File 5237-in the amount of $158,560). The Public Utilities Board recommends approval (6-0). FILE INFORMATION The Avenue A, Eagle Drive, Congress and Amarillo Collection System Improvements project consists of the replacement and rehabilitation of approximately 9,520 linear feet of 8-inch and 1,400 linear feet of 12-inch sewer lines in various public right of ways (ROW). A map of the project area is included as Exhibit 1. The proposed engineering fee of $158,560.00 for the professional services on this project includes amounts for detailed design, survey, bid phase assistance and limited construction services support. Fee components calculated in support of this fee included $114,560.00 for basic services and $44,000.00 for special services (survey). The preliminary opinion of probable construction cost for the project is approximately $1.5 million dollars. Basic services represent approximately 7.64% of the projected construction cost. The total contract amount represents approximately 10.57% of the projected construction cost. Staff referenced two sources for comparison of fees based on a percentage of construction: The American Society of Civil Engineers (ASCE) Manual No. 45 and Consulting Engineers Council of Texas (CEC-T) curves of median compensation. From ASCE Manual No. 45, the design fee is projected at approximately 10% of the preliminary opinion of probable construction cost and the total fee is projected at approximately 18%. From CEC-T curve of median compensation cted at approximately 7.2% of the preliminary opinion of probable construction cost. 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 seek qualification based competition for these identified services. Agenda Information Sheet April 16, 2013 Page 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 8, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award a Professional Services Agreement by and between the City of Denton, Texas and Teague Nall and Perkins for engineering services associated with the Avenue A, Eagle Drive, Congress and Amarillo Wastewater Collection System Improvements project in the amount of $158,560. PRINCIPAL PLACE OF BUSINESS Teague Nall and Perkins Denton, TX ESTIMATED SCHEDULE OF PROJECT The preliminary project schedule estimates the completion of design phases and approval of final bid documents within sixteen weeks of issuance of the Notice to Proceed. FISCAL INFORMATION The project will be funded from Capital Improvement Project account 640234541.1365.21100. Requisition #112722 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Map of Project Area Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349-8260 Director of Finance 1-AIS-File 5237 Exhibit 1 Project Extents Exhibit 2 DRAFT MINUTES 1 PUBLIC UTILITIES BOARD 2 3April 8, 2013 4 5After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is 6present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on 7Monday, April 8, 2013 at 9:01 a.m. in the Service Center Training Room, City of Denton Service 8Center, 901A Texas Street, Denton, Texas. 9 10Present: Chairman Dick Smith, Vice Chair Billy Cheek,Secretary Randy 11Robinson, Phil Gallivan, Leonard Herring and Lilia Bynum 12 13Absent: Barbara Russell 14 15Ex Officio Members: Howard Martin, ACM Utilities; George Campbell, CM 16 OPEN MEETING: 17 18 CONSENT: 19 20 216)Consider recommending an approval of a Professional Services Agreement for Architect or 22Engineer between the City of Denton and Teague Nall and Perkins in the amount of 23$158,560.00 for Engineering Services associated with the Avenue A, Eagle Drive, Congress 24and Amarillo Collection System Improvements project. 25 Board Member Gallivan motioned to approve item 6 with a second from Board Member 26 Cheek. The vote was 6-0 approved 27. 28 29Adjournment 9:30 a.m. ORDINANCE NO. 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 TEAGUE NALL AND PERKINS FOR ENGINEERING SERVICES ASSOCIATED WITH THE AVENUE A, EAGLE DRIVE, CONGRESS AND AMARILLO WASTEWATER COLLECTION SYSTEM IMPROVEMENTS PROJECT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE 5237-IN THE AMOUNT OF $158,560). WHEREAS, the professio is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Teague Nall and Perkins, to provide professional engineering services for the Avenue A, Eagle Drive, Congress and Amarillo Wastewater Collection System Improvements project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5237 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. ______________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:_________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ________________ BY: _________________ 4-ORD-File 5237 ConsentAgendaR AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Finance ACM: Bryan Langley SUBJECT Consider approval of a Resolution appointing members to the Board of Directors of the Industrial Development Authority Board; and providing for an effective date. BACKGROUND The Development Corporation Act of 1979 allows tax exempt financing (bonds) to be used for the promotion and development of commercial, industrial and manufacturing enterprises, and to encourage employment. The Industrial Development Authority (IDA) of Denton was created in 1979 as a nonprofit corporation under this provision. Since the IDA was created, only a handful of projects have met the guidelines required under the Act. The IDA last issued bonds in 1998. The City of Denton has no liability for the payment of the bonds issued through the corporation, consideration, the Board of Directors of the IDA, which historically has included the City Bond Counsel prepares the required resolution for the IDA Board to forward to City Council for approval. Staff is not aware of any potential projects that would qualify for financing under the Development Cooperation Act of 1979. The Secretary of State has recently requested updated board information. City Manager, George Campbell, Assistant City Manager, Jon Fortune, and Director of Economic Development, Linda Ratliff terms have expired and they are no longer members of the IDA Board. The attached Resolution appoints Assistant City Manager, Bryan Langley, Assistant City Manager, John Cabrales, and Director of Economic Development, Aimee Bissett as board members to fill current vacancies. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISIONS) On March 6, 2007, Council appointed George Campbell, City Manager, Jon Fortune, Assistant City Manager, and Linda Ratliff, Director of Economic Development, to the Board. The IDA Board last met on August 10, 2009. Agenda Information Sheet April 16, 2013 Page 2 FISCAL INFORMATION There are no costs to the City associated with this item. Any bonds issued and outstanding through the corporation do not constitute debt or general obligations of the City of Denton. EXHIBITS Resolution Respectfully Submitted: Bryan Langley Assistant City Manager ConsentAgendaS AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Parks and Recreation ACM: John Cabrales SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute a contract with the Denton Independent School District for the 2013Summer Food Service Program; authorizing the expenditure of funds to administer the program; and providing an effective date. BACKGROUND This free lunch program is designed to serve children in areas of low-income populations during the summer months,when traditional school lunch programs are not in effect. This program is sponsored and funded by the United States Department of Agriculture, Food and Nutrition Service andis a continuation of the free lunch program that is offered duringthe school year. The Texas Department of Agriculturehas made an effort through outreach to increase the number of cities participating in the program. Cold sack lunches will be prepared by the Denton Independent School District andserved at the following locations: 1) MLK Recreation Center,2) Denia Park, 3)Quakertown Park, 4) Owsley Park, 5) Fairways at UniversityApartments,6) Village East Apartments, 7) Fred Moore Park, 8) McMath Middle School, 9)Mack Park, 10) Denton Mobile Park,11) Civic Center;other DISD summer school sites and additional City sites may be implemented based on need.The total estimated cost for this program is approximately $140,000whichis reimbursed by the Texas Department of Agriculture. The Parks and Recreation Department first offered the Summer Food Service Program in 1992 at Denia Park, Phoenix Park, Fred Moore Park, Civic Center Park, and two summer school locations. At these six locations, a total of 10,776 lunches were served to children 1 through 18 years of age. The 2012Summer Food Service Program served 39,015lunches at22locationsat a cost of $129,724.88. OPTIONS Council may approve the contracts with the Texas Department of Agricultureand Special Nutrition Programs and Denton Independent School District in its entirety, deny the request, or ask staff to make modifications. RECOMMENDATION Staff recommends approval of the proposed ordinance. Agenda Information Sheet April 16, 2013 Page 2 ESTIMATED SCHEDULE OF PROJECT Summer lunches will be servedweek days from June 10, 2013,through August 16, 2013. No lunches will be served on Thursday, July 4, 2013, in observance of the Independence Day Holiday. PRIOR ACTION/REVIEW The Denton Independent School District recommended approval to contract the preparation of cold sack lunches for this program when the issue was presented to their board on February 26, 2013. The program is scheduled for implementation on June 10, 2013. FISCAL INFORMATION Texas Department of Agriculture, which administers this grant,will reimburse all costs associated with the program. Respectfully submitted: Emerson Vorel, Director Parks and Recreation Department Prepared by: Kathy Schaeffer, Athletics/YTS Program AreaManager Parksand Recreation Department EXHIBIT1 ConsentAgendaT AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Police ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the city manager to make an application with the Texas Auto Burglary and Theft Prevention Authority for a grant to form a task force to focus on auto theft and auto burglary and take all other actions necessary to obtain and implement the program; and providing for an effective date. BACKGROUND The Texas Auto Burglary & Theft Prevention Task Force (ABTPA) provides grants to county and municipal law enforcement agencies to form task forces to address and reduce the number of auto thefts and vehicle burglaries. The ABTPA is funded by a legislatively mandated annual assessment fee paid by individual automobile insurance policyholders. Auto theft task forces have been funded by this ongoing fee for the past 19 years. During that time, no personnel have been cut from existing task forces. The grants are for one year and require reapplying each year thereafter. ABTPA functions as the lead organization in a statewide network of law enforcement agencies, prosecutors, insurance industry representatives, local tax assessor-collectors, community organizations, and concerned citizen groups. In addition to providing guidance and oversight, the ABTPA awards grant funds to agencies, organizations, and concerned parties in an effort to raise public awareness of vehicle theft and burglary and implement education and prevention initiatives. The Department is asking for approval to apply for an ABTPA Task Force grant. At this time there are no task force auto theft or vehicle burglary personnel in Denton County. The grant will enable the Department to dedicate two new grant funded officers specifically to address auto theft and vehicle burglary problems in the city. The grant covers all salary, benefits, and overtime costs for the new positions. The grant would also cover equipment needs for the officers. The grant would allow those officers to receive specialized training only available to task force officers. Task force officers would also have access to resources available with the National Insurance Crime Bureau along with the Dallas and Tarrant County task forces. The grant would also fund a public awareness civilian position. This position is a requirement for grant approval. The public awareness person would educate citizens on ways to reduce vehicle burglaries and auto thefts. The new civilian public awareness position would also be funded through the grant. Agenda Information Sheet April 16, 2013 Page 2 The grant requirements stipulate an applying agency must have approval from City Council to submit an application. OPTIONS 1.Council can direct staff to proceed by resolution with the grant application. 2.Council can direct staff to discontinue the application process. PRIOR ACTION/REVIEW None FISCAL IMPACT The grant application will be for approximately $470,000. This will include personnel costs, vehicles, and equipment. The grant requires a 20% match from the City in the amount of $93,450. This will be covered by salaries of staff involved in supervision, administration, and support not covered by the grant. This is already being spent in day to day operations. Respectfully submitted, Lee Howell Chief of Police Prepared by: Scott Langford Police Lieutenant ConsentAgendaU AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Utilities ACM: Howard Martin, 349-8232 ______________________________________________________________________________ SUBJECT: Consider adoption of an ordinance abandoning and vacating an electric easement (herein so called) covering and encumbering a 0.094 acre tract, located in the Francis Batson Survey, Abstract No. 43, Denton County, Texas, granted to, and accepted by, the City of Denton, on April 17, 2012, from RR Marketplace LP., a Delaware limited partnership, and recorded as Instrument No. 2012-39183, Real Property Records, Denton County, Texas; and declaring and effective date. (Lot 1, Rayzor Ranch North Addition ) BACKGROUND RR Marketplace LP, owner of the Rayzor Ranch North Development has made a formal request for the City of Denton to abandon a 0.094 acre electric easement. Panera Bread is building a new store at this site, and the re-alignment of the existing easement is requested to facilitate a drive-thru lane on the proposed site. The existing electric facilities lie within a recently granted alternative electric easement, negating the necessity for the original electric easement. The alternative easement was granted by RR Marketplace LP, and accepted and filed by the City on March 28, 2013 and recorded as Instrument Number 2013-36621, Real Property Records, Denton County, Texas. The abandonment request was reviewed by The Development Review Committee, and staff recommends the approval of the request. Staff performs an analysis on the request for easement abandonments as follows: Is the easement tract requested for abandonment considered “excess easement”? Does the easement tract that is requested for abandonment have a continued public use? Is it in the best interest of the general public to abandon the government’s rights in the subject abandonment tract? Would the granting of this request establish a precedent for easement abandonment for future requests? Staff findings on this analysis are as follows: 1.The requested easement abandonment tract fits the criteria of “excess easement.” Excess easement is defined as: Property acquired or used by the City for easement subsequently declared excess (not needed for any public project, the continuation of operation and maintenance of public facilities, and/or no foreseeable utility application in the future). 2.The easement abandonment tract, is not slated for utilization of any future public electric use. 3.The easement abandonment is in the public interest because the area for the subject abandonment is no longer needed by the public and/or has not been utilized for the public. 4.This abandonment will not set precedent because the above three standards have been met. OPTIONS 1.Recommend approval of the Ordinance. 2.Do not recommend approval of the Ordinance. RECOMMENDATION Staff recommends approval of the Ordinance. ESTIMATED PROJECT SCHEDULE Spring 2013 PRIOR ACTION/REVIEW (Council, Boards, Commissions) Development Review Committee Approval December 2012 FISCAL INFORMATION Not applicable. EXHIBITS 1. Location Map 2. Site Map 3. Ordinance Respectfully submitted: Jimmy D. Coulter Director of Water/Wastewater Water Administration Prepared by: ____________________________________________ Doreen Blackstone Right of Way Agent Real Estate and Capital Support EXHIBIT 1 EXHIBIT 2 EXHIBIT 3 ConsentAgendaV AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Transportation Operations ACM: Jon Fortune ______________________________________________________________________________ SUBJECT Consider an ordinance of the City of Denton, Texas, authorizing the Mayor to execute a first amendment to interlocal cooperation agreement mendmentDenton County Transportation Authority (DCTA) and the City of Denton, Texas , as attached hereto the amendment amending that certain interlocal the insurance requirements provided by the interlocal agreement, said interlocal agreement providing a license to DCTA to construct, operate and maintain bus shelters and related bus passenger amenities in City Rights of Way in locations more particularly described in the Interlocal Agreement; and providing for an effective date. BACKGROUND On February 5, 2013 DCTA and the City of Denton entered into an Interlocal Agreement to place certain bus shelter improvements on the DCTA Denton Connect system. The agreement provided DCTA the authority to occupy defined shelter locations in the City of Denton street rights of way (ROW) to allow DCTA to better serve the transportation needs of Denton residents and overall DCTA ridership. The agreement contains language requiring DCTA to maintain the facilities in the ROW, and should the City of Denton need access to existing utilities occupying the ROW, it will be passenger amenities. Upon further review of the original agreement by DCTA staff, it was determined the Excessive Liability Insurance Clause, Article VI, Paragraph D. would be cost prohibitive to DCTA. City of Denton Risk Management agreed that removal of the excess liability would be amenable as the City of Denton would not require a contractor doing work for the City of Denton on a project this small to have any excess liability. RECOMMENDATION Staff recommends approval of the proposed amendment to the interlocal agreement. ESTIMATED SCHEDULE OF PROJECT The amendment would become effective upon DCTA Board approval scheduled for April 25, 2013. Agenda Information Sheet April 16, 2013 Page 2 PRIOR ACTION/REVIEW City of Denton Risk Management and Legal Department has reviewed and approved proposed amendment. FISCAL INFORMATION No financial impact to the City of Denton. EXHIBITS 1.Ordinance 2013-44, DCTA Street ROW License 2.Draft Ordinance Amending Agreement Respectfully Submitted: Mark Nelson Transportation Director Page 2 Exhibit 1 IndividualItemA AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Finance ACM: Bryan Langley SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $68,265,000 in principal amount of "City of Denton Certificates of Obligation, Series 2013" (including up to $13,600,000 for General Government activities, up to $7,895,000 for Solid Waste Fund activities, and up to $46,770,000 for Electric, Water and Wastewater Fund activities); authorizing the issuance of the Certificates; delegating the authority to certain City officials to execute certain documents relating to the sale of the Certificates; approving and authorizing instruments and procedures relating to said Certificates; and enacting other provisions relating to the subject. BACKGROUND On March 5, 2013, the City Council adopted Ordinance No. 2013-061 and 2013-062 directing the publication of a Notice of Intention to issue Certificates of Obligation (COs) of the City of Denton for General Government, Solid Waste, Water, Wastewater, and Electric System projects. The notices were published on March 11, 2013, and March 18, 2013, in the Denton Record Chronicle, as required by state law. The COs will be issued as a single series of obligations. Staff recommends the sale of $13,455,000 in COs for General Government, which is an increase from the $11,155,000 included in the FY 2012-13 Capital Improvements Program (CIP). The increase is due to the addition of Fire Station Improvements, Hickory Street Railroad Improvements, increased funding for LEED certification design of Animal Care & Adoption Center, and increased funding for the Public Safety Training Facility. Below is a listing of recommended CO -13 CIP: 1.Vehicle Replacements/Additions $ 3,000,000* 2.Fire Station Improvements $ 1,000,000 3.Public Safety Training Facility $ 1,500,000 4.Traffic Signals $ 1,100,000 5.Facilities Maintenance Program $ 1,500,000 6.Hickory Street Railroad Improvements $ 600,000 7.Airport Land Acquisitions $ 2,000,000* 8.Animal Care & Adoption Center (Design) $ 200,000* 9.Animal Care & Adoption Center (Construction) $ 2,555,000 Total $13,455,000 *Previously authorized through a Reimbursement Ordinance. Agenda Information Sheet April 16, 2013 Page 2 Staff recommends the sale of $7,810,000 in COs for Solid Waste projects, which is slightly less than the $7,811,000 included in the FY 2012-13 CIP. Below is a listing of recommended CO -13 CIP: 1.Auto Side Load Truck $ 245,000 2.Auto Side Load Truck $ 245,000 3.Auto Side Load Truck $ 245,000 4.Rear Load Truck $ 220,000 5.Rear Load Truck $ 220,000 6.Front Load Truck $ 260,000 7.Front Load Truck $ 260,000 8.Home Chemical Building Improvements $ 25,000 9.Knuckle Boom Truck $ 145,000 10.Recycling Carts $ 130,000 11.Recycling Commercial Containers $ 100,000 12.Residential Refuse Carts $ 130,000 13.Solid Waste Processing & Recycling Equipment $ 250,000 14.Leachate Recirculation $ 50,000 15.Landfill Security Fence $ 50,000 16.Recycling Facility Upgrades $ 20,000 17.Cell 4AB Excavation $2,275,000 18.Compressed Natural Gas Fueling Facility $ 900,000 19.Landfill Site Improvements $ 50,000 20.Ground Water Wells $ 25,000 21.Landfill Property $ 550,000 22.Site Master Plan/Facility Design $ 400,000 23.Grease and Grit Trap Facility $ 900,000 24.Technology Research & Development $ 40,000 25.SCADA Landfill Anaerobic Digester $ 25,000 26.Landfill Gas (LFG) Line Construction $ 50,000 Total $7,810,000 Staff recommends the sale of $5,400,000 in COs for Wastewater projects, which is a decrease from the $13,500,000 included in the FY 2012-13 Capital Improvements Program (CIP). Below is a listing of recommended CO -13 CIP: 1.Co-Digestion at Reclamation Plant $ 1,950,000 2.Oversize Wastewater Lines $ 200,000 3.Graveyard Lift Station/Force Main $ 1,200,000 4.Regulatory Compliance $ 2,000,000 5.Compost Concrete Improvements $ 25,000 6.Effluent Reuse Line $ 25,000 Total $ 5,400,000 Agenda Information Sheet April 16, 2013 Page 3 Staff recommends the sale of $40,915,000 in COs for Electric projects, which is a slight increase from the $40,000,000 included in the FY 2012-13 CIP. Below is a listing of recommended CO -13 CIP, which is broken down between transmission and bond sale and are eligible for Transmission Costs of Service (TCOS) recovery through rates charged to other utilities as mandated by the Public Utilities Commission of Texas. 1.Automated Meter Reading $ 665,000 2.Automated Meter Reading $ 2,200,000* 3.Distribution Transformers $ 211,000 4.Distribution Transformers $ 740,000* 5.Feeder Extension & Improvements $ 4,172,000* 6.New Res./Comm. Distribution Lines $ 537,000 7.New Res./Comm. Distribution Lines $ 2,000,000* 8.Communication Equipment $ 424,000* 9.Over to Under Conversions $ 350,000* 10.Power Factor Improvements $ 180,000* 11.Street Lighting $ 140,000 12.Mayhill Overhead Line Rebuild Phase I $ 825,000* 13.Rebuild US 380 Double Circuit $ 477,000 14.Tools & Equipment $ 134,000 Total Distribution Projects $13,055,000 15.Bonnie Brae Magnetic Gates $ 165,000* 16.Audra/Crossroads New East Substation $ 3,898,000* 17.Pockrus Substation $ 5,644,000 18.Substation Engineering $10,296,000* 19.Land Acquisition $ 1,650,000* 20.Transmission Lines $ 4,400,000* 21.Kings Row 69 kV Line Reconstruction $ 1,197,000 22.Kings Row Substation Exit Feeder $ 610,000* Total Transmission Projects $27,860,000 Grand Total $40,915,000 *Previously authorized through a Reimbursement Ordinance. Of the $68.265 million CO issuance, $37 million was previously authorized through Reimbursement Ordinances. The City sells bonds in accordance with the useful life of the asset that is being acquired. For example, vehicles are typically sold with bonds that will be paid within five years. For the FY 2012-13 proposed CO issuance: $5,475,000 will be 5 year debt, $4,870,000 will be 10 year debt, and $57,235,000 will be 20 year debt. In addition, the 20 year debt issues will also have a 10 year call feature. The additional $685,000 is for the cost of issuance and to allow flexibility in marketing and pricing the bond sale. Agenda Information Sheet April 16, 2013 Page 4 Since bond market conditions can change rapidly, staff is recommending that the City Council approve a delegated parameters sale for the COs. The parameters ordinance sets the following requirements in order to complete the sale of the COs. -Maximum amount of sale is $68,265,000 -Final stated maturity of February 15, 2033 -Maximum net effective interest rate of 4.00% -Delegation authority ends October 13, 2013 By doing so, City staff will be authorized to execute the sale without additional Council approval. Once the exact terms of the transaction are determined, staff will provide the City Council with additional information in an informal staff report. In addition to the sale of COs, the City anticipates the sale of approximately $19 million in General Obligation Refunding and Improvement Bonds (GOs) to fund projects approved by voters in 2012 and refund existing bonds. The refunding is contingent upon market conditions Debt policy requirements. Staff has discussed the upcoming issuance in detail with the bond rating agencies and applied for ratings. Fit AA+ rating and associated report will be sent to the City Council upon receipt. Staff tentatively plans to sell the COs through a competitive bond nd sale during the week of April 22, depending on market conditions. The sale of the GOs will occur 3-4 weeks after the sale of the COs through a negotiated bond sale. Underwriters for the negotiated bond sale will be selected based on the outcome of the sale of the COs. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards or Commissions) On February 26, 2013, the Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. On March 5, 2013, the City Council adopted Ordinance No. 2013-061 and 2013-062 directing the publication of Notice of Intention to Issue Certificates of Obligation of the City of Denton totaling $68,265,000. Agenda Information Sheet April 16, 2013 Page 5 EXHIBITS 1.Preliminary Official Statement 2.Fitch Bond Rating Report 3.Ordinance Respectfully submitted: Chuck Springer Director of Finance Prepared By: Antonio Puente, Jr. Assistant Director of Finance EXHIBIT 1 PRELIMINARY OFFICIAL STATEMENT Ratings: Fitch: "AA+" Dated April __, 2013 S&P: "___" (see "Other Information - NEW ISSUE - Book-Entry-Only Ratings" herein) In the opinion of Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. THE CERTIFICATES WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS $60,330,000* CITY OF DENTON, TEXAS (Denton County) CERTIFICATES OF OBLIGATION, SERIES 2013 Dated Date: April 15, 2013 Due: February 15, as shown below Interest Accrues from Delivery Date PT . . . Interest on the $60,330,000* City of Denton Certificates of Obligation, Series 2013 (the "Certificates") will accrue from the delivery date (the AYMENT ERMS "Delivery Date"), will be payable February 15 and August 15 of each year, commencing February 15, 2014, until maturity or prior redemption, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "The Certificates - Book-Entry-Only System" herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Certificates - Paying Agent/Registrar"). AI . . . The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State") particularly Subchapter C UTHORITY FOR SSUANCE of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as amended, and Texas Government Code, Chapter 1371, as amended, and constitute direct obligations of the City of Denton, Texas (the "City"), payable from a combination of (i) the levy and collection of a direct annual ad valorem tax, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge of surplus net revenues of the City’s Utility System not in excess of $1,000, as provided in the Certificate Ordinance (defined herein) authorizing the Certificates (see "The Certificates - Authority for Issuance"). . . . Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and P URPOSE equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) constructing and improving streets, including installation of traffic signals; (e) acquisition of land for the municipal airport; (f) acquiring, constructing, installing and equipping a public safety training facility; (g) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to existing fire stations, (h) acquiring, constructing, installing and equipping two animal shelters; (i) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City’s waterworks and sewer system; and (j) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City’s electric light and power system; and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates (see "Plan of Financing"). (1) MATURITY SCHEDULE* CUSIP Prefix: 248866 PrincipalInterestCUSIPPrincipalInterestCUSIP (1)(1) AmountMaturityRateYieldSuffixAmountMaturityRateYieldSuffix $ 20142,430,0002,485,000$ 2024 3,270,00020152,550,0002025 3,365,00020162,675,0002026 3,470,00020172,815,0002027 3,585,00020182,960,0002028 2,530,00020193,115,0002029 2,615,00020203,275,0002030 2,690,00020213,445,0002031 2,780,00020223,615,0002032 2,860,00020233,800,0002033 _______________ (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the City, the Initial Purchaser or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. R . . . The City reserves the right, at its option, to redeem Certificates having stated maturities on and after February 15, 2024, in whole or in part in EDEMPTION principal amounts of $5,000 or any integral multiple thereof, on February 15, 2023, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Certificates – Optional Redemption"). L . . . The Certificates are offered for delivery when, as and if issued and received by the Initial Purchaser subject to the approving opinion of the Attorney EGALITY General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Forms of Bond Counsel's Opinion"). D . . . It is expected that the Certificates will be available for delivery through The Depository Trust Company on ___________ __, 2013. ELIVERY SBDW,A24,2013,11:00AM,CDT** EALEDIDSUEEDNESDAYPRIL AT ______________ * Preliminary, subject to change. See "Adjustment of Principal Amount and/or Types of Bids" herein. ** See Place and Time of Bid Opening in the Notice of Sale. This Preliminary Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon. For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), this document constitutes an Official Statement of the City with respect to the Certificates that has been "deemed final" by the City as of its date except for the omission of no more than the information permitted by the Rule. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Financial Advisor. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described. See "Other Information - Continuing Disclosure of Information" for a description of the City's undertaking to provide certain information on a continuing basis. NEITHER THE CITY, NOR ITS FINANCIAL ADVISOR MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT REGARDING THE DEPOSITORY TRUST COMPANY OR ITS BOOK-ENTRY ONLY SYSTEM. IN CONNECTION WITH THE OFFERING OF THE CERTIFICATES, THE INITIAL PURCHASERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THIS OFFICIAL STATEMENT CONTAINS "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO BE DIFFERENT FROM FUTURE RESULTS, PERFORMANCE AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS. THE CERTIFICATES ARE EXEMPT FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE CERTIFICATES IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTION IN WHICH THE CERTIFICATES HAVE BEEN REGISTERED, QUALFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. TABLE OF CONTENTS T13-MSTH ................... 27 ABLEUNICIPALALESAXISTORY OFFICIAL STATEMENT SUMMARY ...................................... 3 INVESTMENTS .......................................................................... 28 CITY OFFICIALS, STAFF AND CONSULTANTS ................. 5 T14-CI ................................... 29 ABLEURRENTNVESTMENTS EO .............................................................. 5 LECTEDFFICIALS SAS ...................................... 5 TAX MATTERS .......................................................................... 30 ELECTEDDMINISTRATIVETAFF CA ............................................. 5 ONSULTANTS AND DVISORS CONTINUING DISCLOSURE OF INFORMATION ............ 32 INTRODUCTION .......................................................................... 6 OTHER INFORMATION .......................................................... 33 PLAN OF FINANCING ................................................................ 6R .............................................................................. 33 ATINGS .......................................................................... 33 L ITIGATION THE CERTIFICATES .................................................................. 6 RQC EGISTRATION AND UALIFICATION OF ERTIFICATES FOR TAX INFORMATION ................................................................. 12 S ......................................................................... 33 ALE 1-V,EG T ABLEALUATIONXEMPTIONS AND ENERAL LIESP EGALNVESTMENTS AND LIGIBILITY TO ECUREUBLIC OD .................................................... 17 BLIGATIONEBT FT ....................................................... 33 UNDS IN EXAS T2-TAV ABLEAXABLESSESSEDALUATIONS BY LON-LC ........ 34 EGALPINIONS AND OITIGATIONERTIFICATE C ................................................................ 18 ATEGORY AFDO UTHENTICITY OF INANCIALATA AND THER 3-VGOD T ABLEALUATION AND ENERALBLIGATIONEBT I ........................................................... 34 NFORMATION H .................................................................... 19 ISTORY A ........................................................... 34 F INANCIALDVISOR T4-TR,LCH . 19 ABLEAXATEEVY AND OLLECTIONISTORY IP ............................................................ 34 NITIALURCHASER T5-TLT ............................... 19 ABLEENARGESTAXPAYERS F-LSD ................ 35 ORWARDOOKINGTATEMENTSISCLAIMER 6-EOTD .............. 20 T ABLESTIMATEDVERLAPPINGAXEBT COS ................... 35 ERTIFICATION OF THE FFICIALTATEMENT DEBT INFORMATION .............................................................. 23 APPENDICES T7-GODS ABLEENERALBLIGATIONEBTERVICE GIRC .................A ENERALNFORMATIONEGARDING THE ITY R ......................................................... 23 EQUIREMENTS EFCA XCERPTSROM THE OMPREHENSIVENNUAL T8-ISFB ABLENTEREST AND INKINGUNDUDGET FR ...................................................... B INANCIALEPORT P .............................................................. 22 ROJECTION FBC'O ................................ C ORMS OF ONDOUNSELSPINION T9-CS-SD ..... 22 ABLEOMPUTATION OF ELFUPPORTINGEBT T10-ABUG ABLEUTHORIZEDUTNISSUEDENERAL The cover page hereof, this page, the schedule, the appendices OB ................................................. 22 included herein and any addenda, supplement or amendment BLIGATIONONDS hereto, are part of the Official Statement. 11-OO ...................................... 23 T ABLETHERBLIGATIONS FINANCIAL INFORMATION .................................................. 25 T12-CNA ................................ 25 ABLEHANGES IN ETSSETS T12A-GFRE ABLEENERALUNDEVENUES AND XPENDITURE H .................................................................... 26 ISTORY 2 OFFICIALSTATEMENTSUMMARY This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Certificates to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement. TC ..................................... The City of Denton (the "City") is a political subdivision and municipal corporation of the HEITY State, located in Denton County, Texas. The City covers approximately 97.411 square miles (see "Introduction - Description of the City"). TC ..................... The $60,330,000* City of Denton Certificates of Obligation, Series 2013 are to mature on HEERTIFICATES February 15 in the years 2014 through 2033 (see "The Certificates - Description of The Certificates"). I P .............. Interest on the Certificates accrues from the Delivery Date and is payable February 15, 2014 AYMENT OF NTEREST and each August 15 and February 15 thereafter until maturity or prior redemption (see "The Certificates - Description of The Certificates" and "The Certificates - Optional Redemption"). AI .......... The Certificates are issued pursuant to the Constitution and general laws of the State, UTHORITY FOR SSUANCE particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and Texas Government Code, Chapter 1371, as amended, and an ordinance (the "Authorizing Certificate Ordinance") of the City in which the City Council delegated to each of the City Manager and the Chief Financial Officer authority to complete the sale of the Certificates. The terms of the sale will be included in a "Pricing Certificate," which will complete the sale of the Certificates (the Authorizing Certificate Ordinance and the Pricing Certificate for the Certificates are jointly referred to as the "Certificate Ordinance") (see "The Certificates - Authority for Issuance"). S ECURITY FOR THE C .............................. The Certificates constitute direct obligations of the City, payable from a combination of (i) a ERTIFICATES direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (see "The Certificates - Security and Source of Payment"). R ............................... The City reserves the right, at its option, to redeem Certificates having stated maturities on EDEMPTION and after February 15, 2024, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2023, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Certificates - Optional Redemption"). TE ............................ In the opinion of Bond Counsel, the interest on the Certificates will be excludable from gross AXXEMPTION income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. UP ....................... Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and SE OF ROCEEDS equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) constructing and improving streets, including installation of traffic signals; (e) acquisition of land for the municipal airport; (f) acquiring, constructing, installing and equipping a public safety training facility; (g) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to existing fire stations, (h) acquiring, constructing, installing and equipping two animal shelters; (i) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City’s waterworks and sewer system; and (j) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City’s electric light and power system; and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates (see "Plan of Financing"). _______________ * Preliminary, subject to change. 3 R ...................................... The Certificates and the presently outstanding general obligation debt of the City are rated ATINGS "AA+" by Fitch Ratings ("Fitch") and "___" by Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business ("S&P"). -E-O S B...... The definitive Certificates will be initially registered and delivered only to Cede & Co., the OOKNTRYNLYYSTEM nominee of DTC pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates (see "The Certificates - Book-Entry-Only System"). PR ...................... The City has never defaulted on the payment of its tax-supported indebtedness. AYMENTECORD FI S ELECTEDINANCIAL NFORMATION NetRatio Net FiscalTaxableTax DebtPer CapitaTax Debt to Year TaxableAssessedOutstandingNet FundedTaxable% of EndedEstimatedAssessedValuationat End ofTaxAssessedTotal Tax (3)(5) Valuation Fiscal Year 9/30PopulationPer CapitaDebtValuationCollections (1) 2009111,160 6,291,359,112$ 56,597 $ 122,835,000$ 1,105 $ 1.95%99.58% (2) 2010113,383 6,327,909,02255,810 119,862,6001,057 1.89%99.58% (1) 2011114,517 6,230,117,95854,403 116,165,6501,014 1.86%99.47% (1) 2012115,662 6,412,375,00455,441 113,939,700985 1.78%99.12% (4)(6)(7) 2013117,397 6,716,711,368 115,946,80057,214 1.73%87.06%988 (1)(6)(6) _______________ (1) Source: City Officials. (2) Source: US Census. (3) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. Source: Denton Central Appraisal District as of July 27, 2012. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Excludes self-supported general obligation debt. See Tables 1 and 9 herein for more detailed information on the City’s general obligation self-supporting debt. The City’s policy to pay such self-supporting general obligation debt from other revenues is subject to change in the future at the City's discretion, although the City has no current plans to do so. In the event the City changes it policy, or such revenues are not sufficient to pay debt service on such obligations, the City will be required to levy an ad valorem tax to pay such debt service. (6) Projected. Includes a portion of the Certificates. Preliminary, subject to change. (7) Collections for part year only, through January 31, 2013. 4 CITYOFFICIALS,STAFFANDCONSULTANTS EO LECTEDFFICIALS Term City CouncilExpires Mark BurroughsMay, 2014 Mayor Pete KampMay, 2014 Mayor Pro Tem, At Large Place 5 James KingMay, 2014 Councilmember, At Large Place 6 Kevin RodenMay, 2013 Councilmember, District 1 Dalton GregoryMay, 2013 Councilmember, District 2 Jim EngelbrechtMay, 2013 Councilmember, District 3 Chris WattsMay, 2013 Councilmember, District 4 SAS ELECTEDDMINISTRATIVE TAFF NamePosition George C. CampbellCity Manager Jon FortuneAssistant City Manager John CabralesAssistant City Manager Howard MartinAssistant City Manager Bryan LangleyAssistant City Manager/CFO Chuck SpringerDirector of Finance Jennifer K. WaltersCity Secretary Anita BurgessCity Attorney CA ONSULTANTS AND DVISORS Auditors ......................................................................................................................................................................... Weaver, LLP Dallas, Texas Bond Counsel ............................................................................................................................. McCall, Parkhurst & Horton L.L.P. Dallas, Texas Financial Advisor ...................................................................................................................................... First Southwest Company Fort Worth, Texas For additional information regarding the City, please contact: 5 OFFICIAL STATEMENT RELATING TO $60,330,000* CITY OF DENTON, TEXAS CERTIFICATES OF OBLIGATION, SERIES 2013 INTRODUCTION This Official Statement, which includes the Schedule and Appendices hereto, provides certain information regarding the issuance of $60,330,000* City of Denton Certificates of Obligation, Series 2013 (the "Certificates"). The City Council adopted an ordinance on April 16, 2013 authorizing the issuance of the Certificates (the "Authorizing Certificate Ordinance"). In the Authorizing Certificate Ordinance, as permitted by the provisions of Chapters 1371, Texas Government Code, as amended, the City Council delegated the authority to each of the City Manager and the Assistant City Manager to establish the terms and details of the Certificates and to effect the sale of the Certificates pursuant to a "Pricing Certificate" (the Authorizing Certificate Ordinance and the Pricing Certificate for the Certificates are jointly referred to as the "Certificate Ordinance"). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in each respective Ordinance, except as otherwise indicated herein. There follows in this Official Statement descriptions of the Certificates and certain information regarding the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor, First Southwest Company, Dallas, Texas. DC ... The City of Denton, Texas (the "City") is a political subdivision located in Denton County operating ESCRIPTION OF THE ITY as a home-rule city under the laws of the State of Texas and a charter approved by the voters in 1959. The City operates under the Council/Manager form of government where the Mayor and six Councilmembers are elected for staggered two-year terms. The City Council formulates operating policy for the City while the City Manager is the chief administrative officer. The City is approximately 97.411 square miles in area. PLANOFFINANCING P ...Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and URPOSE acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) constructing and improving streets, including installation of traffic signals; (e) acquisition of land for the municipal airport; (f) acquiring, constructing, installing and equipping a public safety training facility; (g) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to existing fire stations, (h) acquiring, constructing, installing and equipping two animal shelters; (i) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City’s waterworks and sewer system; and (j) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City’s electric light and power system; and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates. THECERTIFICATES DTC . . . The Certificates are dated April 15, 2013, and mature on February 15 in each of the ESCRIPTION OF HEERTIFICATES years and in the amounts shown on the cover page hereof. Interest will accrue from the date of initial delivery thereof (the "Delivery Date"), will be computed on the basis of a 360-day year of twelve 30-day months, and will be payable on August 15 and February 15 of each year, commencing February 15, 2014 for the Certificates, until maturity or prior redemption. The definitive Certificates will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the No physical delivery of the Certificates will be made to the beneficial owners Book-Entry-Only System described herein. thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "The Certificates - Book-Entry-Only System" herein. _______________ * Preliminary, subject to change. 6 AI . . . The Certificates are being issued pursuant to the Constitution and general laws of the State of Texas, UTHORITY FOR SSUANCE particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and Texas Government Code, Chapter 1371, as amended, and the Certificate Ordinance. SSP . . . The Certificates constitute direct obligations of the City, payable from a combination of ECURITY AND OURCE OF AYMENT (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (consisting of the electric system and the waterworks and sewer system). TRL . . . All taxable property within the City is subject to the assessment, levy and collection by the City of a AXATEIMITATION continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt, including the Certificates, within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all general obligation debt, as calculated at the time of issuance and based on 90% tax collection factor. OR . . . The City reserves the right, at its option, to redeem the Certificates having stated maturities on and PTIONAL EDEMPTION after February 15, 2024 in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2023 or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Certificates are to be redeemed, the City may select the maturities of Certificates to be redeemed. If less than all the Certificates of any maturity are to be redeemed, the Paying Agent/Registrar (or DTC while the Certificates are in Book-Entry-Only form) shall determine by lot the Certificates, or portions thereof, within such maturity to be redeemed. If a Certificate (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. With respect to any optional redemption of the Certificates unless certain prerequisites to such redemption required by the Ordinance have been met and money sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed will have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said redemption will, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the City will not redeem such Certificates and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. NR . . . Not less than 30 days prior to a redemption date for the Certificates, the City shall cause a notice of OTICE OF EDEMPTION redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Certificates to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the business day next preceding the date of mailing such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. IF A CERTIFICATE (OR ANY PORTION OF ITS PRINCIPAL SUM) SHALL HAVE BEEN DULY CALLED FOR REDEMPTION AND NOTICE OF SUCH REDEMPTION DULY GIVEN, THEN UPON THE REDEMPTION DATE SUCH CERTIFICATE (OR THE PORTION OF ITS PRINCIPAL SUM TO BE REDEEMED) SHALL BECOME DUE AND PAYABLE, AND, IF MONIES FOR THE PAYMENT OF THE REDEMPTION PRICE ARE HELD FOR THE PURPOSE OF SUCH PAYMENT BY THE PAYING AGENT/REGISTRAR AND ALL OTHER CONDITIONS TO REDEMPTION ARE SATISFIED, INTEREST SHALL CEASE TO ACCRUE AND BE PAYABLE FROM AND AFTER THE REDEMPTION DATE ON THE PRINCIPAL AMOUNT REDEEMED. D . . . The Ordinance provides that any Certificate and the interest thereon shall be deemed to be paid, retired, and no EFEASANCE longer outstanding (a "Defeased Certificate") within the meaning of such Ordinance when payment of the principal of such Certificate, plus interest thereon to the due date either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable. At such time as an Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in the Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. 7 Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing to the City. The Ordinance provides that "Government Obligations" means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (d) any other then authorized securities or obligations under applicable Texas state law that may be used to defease obligations such as the Certificates. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Certificates. Because the Ordinance does not contractually limit such investments, registered owners will be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that any particular rating for U.S. Treasury securities used as Government Obligations or the rating for any other Government Obligations will be maintained at any particular rating category. Upon such deposit as described above, such Defeased Certificates shall no longer be regarded to be outstanding obligations payable from ad valorem taxes levied by the City or from the other revenues pledged to their payment in the Ordinance, but will be payable only from the funds and Government Obligations deposited in escrow and will not be considered debt of the City for any purpose. After firm banking and financial arrangements for the discharge and final payment or redemption of the Certificates have been made as described above, all rights of the City to initiate proceedings to call the Certificates for redemption or take any other action amending the terms of the Certificates are extinguished; provided, however, that the right to call the Certificates for redemption is not extinguished if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Certificates for redemption; and (ii) gives notice of the reservation of that right to the owners of the Certificates immediately following the making of the firm banking and financial arrangements; (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. B-E-OSThis section describes how ownership of the Certificates is to be transferred and how the . . . OOKNTRYNLYYSTEM principal of, premium, if any, and interest on the Certificates are to be paid to and accredited by DTC while the Certificates are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City and the Initial Purchaser believe the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The City cannot and do not give any assurance that (1) DTC will distribute payments of debt service on the Certificates, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Certificates), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Certificates. the Certificates will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered security certificate will be issued for each maturity of the Certificates in the aggregate principal amount thereof and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor’s rating of "AA+". The DTC Rules applicable 8 to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Certificates under the DTC system must be made by or through Direct Participants, which will receive a credit for the Certificates on DTC’s records. The ownership interest of each actual purchaser of the Certificates ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership interest in the Certificates are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Certificates, except in the event that use of the book-entry system for the Certificates is discontinued. To facilitate subsequent transfers, all Certificates deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Certificates with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Certificates; DTC’s records reflect only the identity of the Direct Participant to whose account such Certificates are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Certificates may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Certificates, such as redemptions, tenders, defaults, and proposed amendments to the Certificate documents. For example, Beneficial Owners of Certificates may wish to ascertain that the nominee holding the Certificates for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Certificates within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Certificates unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Certificates will be made to DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar on payable dates in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as in the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Certificates at any time by giving reasonable notice to the City and the Paying Agent/Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Certificate certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Certificates will be printed and delivered. Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the Certificates are in the Book-Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Certificates, but (i) all rights of ownership must be exercised through DTC and the Book-Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners under the Ordinance will be given only to DTC. Information concerning DTC and the Book-Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City, the Financial Advisor or the Initial Purchaser. 9 ETB-E-OS . . . . In the event that the Book-Entry-Only System is discontinued FFECT OF ERMINATION OF OOKNTRYNLYYSTEM by DTC or the use of the Book-Entry-Only System is discontinued by the City, printed Certificates will be issued to the holders and the Certificates will be subject to transfer, exchange and registration provisions as set forth in the Ordinance and summarized under "The Certificates - Transfer, Exchange and Registration" below. PA/R . . . The initial Paying Agent/Registrar for the Certificates is The Bank of New York Mellon Trust AYING GENTEGISTRAR Company, N.A., Dallas, Texas. In the Ordinance, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are duly paid and any successor Paying Agent/Registrar shall be a commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Certificates. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Certificates, as applicable, by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. In the event the use of the Book-Entry-Only system is discontinued, principal of the Certificates is payable to the registered holder appearing on the registration books of the Paying Agent/Registrar (the "Registered Owner") at the designated corporate trust office of the Paying Agent/Registrar upon surrender of the Certificates for payment; provided, however, that so long as Cede & Co. (or other DTC nominee) is the registered owner of the Certificates, all payments will be made as described under "The Certificates - Book-Entry-Only System" herein. Interest on the Certificates is payable to the Register Owners appearing on the registration books of the Paying Agent/Registrar at the close of business on the Record Date (identified below) and such interest shall be paid by the Paying Agent/Registrar by check mailed, first class postage prepaid, to the Register Owner or by such other arrangement, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the Registered Owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the designated corporate office of the Paying Agent/Registrar is located is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. T,ER . . . In the event the Book-Entry-Only System should be discontinued, printed RANSFERXCHANGE AND EGISTRATION Certificates will be delivered to the Registered Owners and thereafter the Certificates may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender of such printed Certificates to the Paying Agent/Registrar and such transfer or exchange shall be without expense or service charge to the Registered Owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Certificates may be assigned by the execution of an assignment form on the Certificates or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Certificates will be delivered by the Paying Agent/Registrar, in lieu of the Certificates being transferred or exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new Registered Owner or his designee. To the extent possible, new Certificates issued in an exchange or transfer of Certificates will be delivered to the Registered Owner or assignee of the Registered Owner in not more than three business days after the receipt of the Certificates to be canceled, and the written instrument of transfer or request for exchange duly executed by the Registered Owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Certificates registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Certificates surrendered for exchange or transfer. See "The Certificates—Book-Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Certificates. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the uncalled balance of an Certificate. RDIP . . . The record date ("Record Date") for the interest payable on the Certificates on any ECORDATE FOR NTERESTAYMENT interest payment date means the close of business on the last business day of the month next preceding such interest payment date. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Registered Owner of a Certificate appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. A . . . In the Ordinance, the City has reserved the right to amend the Ordinance without the consent of any holder of MENDMENTS the Certificates for the purpose of amending or supplementing the Ordinance to (i) cure any ambiguity, defect or omission therein that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of the Ordinance that do not materially adversely affect the interests of the holders, (iv) qualify the Ordinance under the Trust Indenture Act of 1939, as amended, or 10 corresponding provisions of federal laws from time to time in effect or (v) make such other provisions in regard to matters or questions arising under the Ordinance that are not inconsistent with the provisions thereof and which, in the opinion of Bond Counsel for the City, do not materially adversely affect the interests of the holders. Each Ordinance further provides that the holders of the Certificates, as applicable, aggregating in principal amount a majority of the outstanding Certificates shall have the right from time to time to approve any amendment not described above to the applicable Ordinance if it is deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in original principal amount of the then outstanding Certificates so affected, no amendment may be made for the purpose of: (i) making any change in the maturity of any of the outstanding Certificates; (ii) reducing the rate of interest borne by any of the outstanding Certificates; (iii) reducing the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; (iv) modifying the terms of payment of principal or of interest or redemption premium on outstanding Certificates, or imposing any condition with respect to such payment; or (v) changing the minimum percentage of the principal amount of the Certificates necessary for consent to such amendment. Reference is made to the Ordinance for further provisions relating to the amendment thereof. R . . . Each Ordinance establishes specific events of default with respect to the Certificates. If the City defaults in the EMEDIES payment of the principal of or interest on the Certificates when due or the City defaults in the observance or performance of any of the covenants, conditions, or obligations of the City, the failure to perform which materially, adversely affects the rights of the owners thereof, including but not limited to, their prospect or ability to be repaid in accordance with the respective Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any owner to the City, each Ordinance provides that any registered owner of a Certificate is entitled to seek a writ of mandamus from a court of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, obligations, or conditions. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the Certificates or Ordinance and the City's obligations are not uncertain or disputed. The remedy of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Certificates in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Ordinance does not provide for the appointment of a trustee to represent the interest of the owners of the Certificates upon any failure of the City to perform in accordance with the terms of the Ordinance, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. The Texas Supreme Court has ruled in Tooke v. City of Mexia 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City’s sovereign immunity from a suit for money damages, owners of Certificates may not be able to bring such a suit against the City for breach of the Certificates or Ordinance covenants in the absence of City action. Chapter 1371, Texas Government Code ("Chapter 1371"), which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing its debt, but in connection with the issuance of the Certificates, the City has not waived sovereign immunity. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the Registered Owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Certificates. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Certificateholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinions of Bond Counsel will note that all opinions relative to the enforceability of the Certificates are qualified with respect to the customary rights of debtors relative to their creditors, by principles of governmental immunity, and by general principles of equity which permit the exercise of judicial discretion. Initially, the only Registered Owner of the Certificates will be Cede & Co., as DTC's nominee. See "The Certificates - Book- Entry-Only System" herein for a description of the duties of DTC with regard to ownership of the Certificates. 11 TAXINFORMATION AVTL . . . The appraisal of property within the City is the responsibility of the Denton Central Appraisal District DALOREMAXAW (the "Appraisal District"). Excluding agricultural and open-space land, which may be taxed on the basis of productive capacity, the Appraisal District is required under V.T.C.A., Title I, Tax Code, as amended (the "Property Tax Code") to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining the market value of property, different methods of appraisal may be used, including the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and the method considered most appropriate by the chief appraiser is to be used. State law requires the appraised value of a residence homestead to be based solely on the property’s value as a residence homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a residence homestead for a tax year to an amount that would not exceed the lesser of (1) the market value of the property for the most recent tax year that the market value was determined by the appraisal office or (2) the sum of (a) 10% of the property’s appraised value in the preceding tax year, plus (b) the property’s appraised value in the preceding tax year, plus (c) the market value of all new improvements to the property. The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of members appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District at least every three years. The City may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review Board. Reference is made to the Property Tax Code, for identification of property subject to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes. Article VIII of the State Constitution ("Article VIII") and State law provide for certain exemptions from property taxes, the valuation of agricultural and open-space lands at productivity value, and the exemption of certain personal property from ad valorem taxation. Under Section 1-b, Article VIII, and State law, the governing body of a political subdivision, at its option, may grant an exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older and the disabled from all ad valorem taxes thereafter levied by the political subdivision. Once authorized, such exemption may be repealed or decreased or increased in amount (i) by the governing body of the political subdivision or (ii) by a favorable vote of a majority of the qualified voters at an election called by the governing body of the political subdivision, which election must be called upon receipt of a petition signed by at least 20% of the number of qualified voters who voted in the preceding election of the political subdivision. In the case of a decrease, the amount of the exemption may not be reduced to less than $3,000 of the market value. The surviving spouse of an individual who qualifies for the foregoing exemption for the residence homestead of a person 65 or older (but not the disabled) is entitled to an exemption for the same property in an amount equal to that of the exemption for which the deceased spouse qualified if (i) the deceased spouse died in a year in which the deceased spouse qualified for the exemption, (ii) the surviving spouse was at least 55 years of age at the time of the death of the individual’s spouse and (iii) the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse. In addition to any other exemptions provided by the Property Tax Code, the governing body of a political subdivision, at its option, may grant an exemption of up to 20% of the market value of residence homesteads, with a minimum exemption of $5,000. In the case of residence homestead exemptions granted under Section 1-b, Article VIII, ad valorem taxes may continue to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt if cessation of the levy would impair the Certificate of the contract by which the debt was created. Under Article VIII and State law, the governing body of a county, municipality or junior college district may provide for a freeze on total amount of ad valorem taxes levied on the residence homestead of a disabled person or persons 65 years of age or older above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon receipt of a petition signed by five percent of the registered voters of the county, municipality or junior college district, an election must be held to determine by majority vote whether to establish such a limitation on taxes paid on residence homesteads of persons 65 years of age or who are disabled. Upon providing for such exemption, the total amount of taxes imposed on such homestead cannot be increased except for improvements (other than maintenance, repairs or improvements required to comply with governmental requirements) and such freeze is transferable to a different residence homestead. Also, a surviving spouse of a taxpayer who qualifies for the freeze on ad valorem taxes is entitled to the same exemption so long as the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse and the spouse was at least 55 years of age at the time of the death of the individual’s spouse. Once established such freeze cannot be repealed or rescinded. 12 State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption applies to either real or personal property with the amount of assessed valuation exempted ranging from $5,000 to a maximum of $12,000, dependent upon the degree of disability or whether the exemption is applicable to a surviving spouse or children; provided, however, that beginning in the 2009 tax year, a disabled veteran who receives from the United States Department of Veterans Affairs or its successor 100 percent disability compensation due to a service-connected disability and a rating of 100 percent disabled or of individual unemployability is entitled to an exemption from taxation of the total appraised value of the veteran’s residence homestead. In addition, effective January 1, 2012, and subject to certain conditions, surviving spouses of a deceased veteran who had received a disability rating of 100% will be entitled to receive a residential homestead exemption equal to the exemption received by the deceased spouse until such surviving spouse remarries. Article VIII provides that eligible owners of both agricultural land (Section 1-d) and open-space land (Section 1-d-1), including open-space land devoted to farm or ranch purposes or open-space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both Section 1-d and 1-d-1. Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem taxation. Article VIII, Section 1-j, provides for "freeport property" to be exempted from ad valorem taxation. Freeport property is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. Notwithstanding such exemption, counties, school districts, junior college districts and cities may tax such tangible personal property provided official action to tax the same was taken before April 1, 1990. Decisions to continue to tax may be reversed in the future; decisions to exempt freeport property are not subject to reversal. Article VIII, Section 1-n of the Texas Constitution provides for the exemption from taxation of "goods-in-transit." "Goods-in- transit" is defined by Section 11.253 of the Property Tax Code, which is effective for tax years 2008 and thereafter, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out-board motor, heavy equipment and manufactured housing inventory. Section 11.253 permits local governmental entities, on a local option basis, to take official action by January 1 of the year preceding a tax year, after holding a public hearing, to tax "goods-in-transit" during the following tax year. A taxpayer may only receive either the freeport exemption or the "goods-in-transit" exemption for items of personal property. The City or Denton County may create one or more tax increment financing districts ("TIF") within the City or Denton County, as applicable, and freeze the taxable values of property in the TIF at the value at the time of its creation. Other overlapping taxing units levying taxes in the TIF may agree to contribute all or part of future ad valorem taxes levied and collected against the value of property in the TIF in excess of the "frozen values" to pay or finance the costs of certain public improvements in the TIF. Taxes levied by the City against the values of real property in the TIF in excess of the "frozen" value are not available for general city use but are restricted to paying or financing "project costs" within the TIF. The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. The City has active reinvestment zones for tax abatements and two tax increment financing zones for tax increment financing purposes. See "Tax Information - Tax Abatement Policy" and "- Tax Increment Financing" and "Table 1 - Valuation, Exemptions and General Obligation Debt". The City is also authorized, pursuant to Chapter 380, Texas Local Government Code, as amended ("Chapter 380"), to establish programs to promote state or local economic development and to stimulate business and commercial activity in the City. In accordance with a program established pursuant to Chapter 380, the City may make loans or grants of public funds for economic development purposes, however no obligations secured by ad valorem taxes may be issued for such purposes unless approved by voters of the City. The City has entered into several Chapter 380 Agreements. See "Tax Information - Chapter 380 Agreements". ETRRTR . . . Under the current Property Tax Code a governing body of a taxing unit is FFECTIVE AXATE AND OLLBACKAXATE required to adopt its annual tax rate per $100 taxable value for the unit before the later of September 30 or the 60th day after the date the certified appraisal roll is received by the taxing unit, and a failure to adopt a tax rate by such required date will result in the tax rate for the taxing unit for the tax year to be the lower of the effective tax rate calculated for that tax year or the tax rate adopted by the taxing unit for the preceding tax year. By each September 1 or as soon thereafter as practicable, the City Council adopts a tax rate per $100 taxable value for the current year. The tax rate consists of two components: (1) a rate for funding of maintenance and operation expenditures, and (2) a rate for debt service. Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and "rollback tax rate". The City Council may not adopt a tax rate that exceeds the lower of the effective tax rate or the rollback tax rate until it has held two public hearings on the proposed increase following notice to the taxpayers and otherwise complied with the Property Tax Code. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate. 13 "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not included in this year's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from this year's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters to authorize an additional one-half cent sales tax on retail sales of taxable items. If the additional tax is levied, the effective tax rate and the rollback tax rate calculations are required to be offset by the revenue that will be generated by the sales tax in the current year. Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. PATP . . . Property within the City is generally assessed as of January 1 of each year. ROPERTYSSESSMENT AND AXAYMENT Business inventory may, at the option of the taxpayer, be assessed as of September 1. Oil and gas reserves are assessed on the basis of a valuation process which uses an average of the daily price of oil and gas for the prior year. Taxes become due October 1 of the same year, and become delinquent on February 1 of the following year. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four installments with the first due on February 1 of each year and the final installment due on August 1. PI . . . Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows: ENALTIES AND NTEREST Cumulative Cumulative Month Penalty Interest Total February 6% 1% 7% March 7 2 9 April 8 3 11 May 9 4 13 June 10 5 15 July 12 6 18 After July, penalty remains at 12%, and interest accrues at a rate of one percent (1%) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post-petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CATC . . . The City grants an exemption to market value of the residence homestead of persons 65 ITY PPLICATION OF AXODE years of age or older of $45,000 and has indicated a desire to increase the Over-65 exemption by an additional $5,000 in 2013- 2014 to reach an exemption amount of $50,000. Disabled taxpayers also receive a $10,000 exemption. The City grants an additional one-half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property. Denton County began collecting taxes for the City during the fiscal year 2006-07. The City does not allow split payments, and discounts are not allowed. The City does not tax freeport property. 14 The City collects the additional one-half cent sales tax for reduction of ad valorem taxes. The City does tax "goods-in-transit". The City has not adopted the tax freeze for citizens who are disabled or are 65 years of age or older. The City has adopted a tax abatement policy. The City participates in two tax increment reinvestment zones, which were created in 2010 and 2012. TIF . . . The City created Tax Increment Reinvestment Zone Number One (known as the Downtown AXNCREMENTINANCING TIF) in 2010. The 2012 taxable assessed valuation increase for the Downtown TIF was $10,248,781 and resulted in approximately $70,691 in projected ad valorem revenue, which is reported in the City’s Downtown Tax Increment Financing Fund for the FY 2012-13 Adopted Budget. The City created Tax Increment Reinvestment Zone Number Two (known as the Westpark TIRZ) in 2012 to provide the public infrastructure necessary to encourage development in the largest industrially zoned area (Westpark) in the City. The 2012 certified base value of Westpark TIRZ, according to the Denton Central Appraisal District (DCAD), is $119,458. The estimated revenue to be generated by the TIRZ is $14,275,430. These dollars reflect City and Denton County participation at 40% for a period of 25 years. TAP . . . The City has adopted a tax abatement policy. In 1990, the City council adopted a resolution AXBATEMENTOLICY setting guidelines and criteria for granting abatements in reinvestment zones created within the City. These guidelines specifically note that incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The City Council approved the following tax abatement agreements: In 2004, a 35% tax abatement for a term of five years was granted to Fastenal Company for their 200,000 square foot, $5 million distribution center. The project was delayed but completed in 2008 at an estimated valuation of $15 million. The agreement will terminate in 2013. In 2007, a 100% tax abatement for a term of up to seven years was granted to Aldi Foods for their 500,000 square foot $52 million distribution center. The abatement amount is based on the cost incurred by Aldi to construct a road to their site. The project was completed in 2009 and the agreement will terminate in 2016. In 2010, a 65% tax abatement agreement for a term of five years was granted to Target Corporation for its 400,000 square foot frozen and refrigerated food distribution center. Target broke ground on the project in 2011 and opened in October 2012. In 2011, a 40% tax abatement agreement for a term of five years was granted to Peerless Manufacturing for its 80,000 square foot, $16 million, manufacturing facility. Peerless plans to break ground the latter part of 2013. Peerless is an existing Denton business who will consolidate other manufacturing operations to Denton. The agreement will terminate five years from the opening of the facility. 380A C . . . The City has also entered into several Chapter 380 agreements. Each agreement is based on the HAPTERGREEMENTS project’s contribution in either sales or property tax revenue. The City Council has approved the following Chapter 380 agreements: In 2001, an agreement was approved for the 450,000 square foot, $50 million Denton Crossing retail center. The grantee receives one-third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project was completed and the Chapter 380 Grant was initiated in 2005. The agreement will terminate in 2019. In 2003, an agreement was approved for Sally Beauty Company for their new international headquarters valued at over $29 million. The company receives a grant equal to 40% of the property tax paid on the new facility and equipment for a period of ten years. The agreement will terminate in 2014. In 2004, an agreement was approved for Teasley Partners for an urban style mixed-use development. The grantee may receive one-third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project has not been completed. Although a new hotel and some residential units have been completed, no qualifying retail has been constructed. In 2004, an agreement was approved for Unicorn Lake, an urban style mixed-use development. The grantee will receive one-third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. Although the project is still under development, the grantee has satisfied the thresholds established in the agreement. The grant payments were initiated in December 2009. The agreement will terminate in 2024. 15 In 2007, an agreement was approved for Allegiance Hillview for the Rayzor Ranch mixed-use development. The 410 acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a varying rate of sales tax reimbursement based on public improvement costs, which include the widening of a state highway that bisects the project. The grantee will receive a maximum of $20 million over a 15 year term for phase one and a maximum of $42 million over a term of 20 years for phase two. Approximately 490,000 square feet of retail in phase one has been completed, which includes Sam's and Wal-Mart that opened in Fall 2010 and a Kohl’s Department Store which opened in Spring 2013. The developers plan to begin construction on the Town Center in the fourth quarter of 2013. In 2008, an agreement was approved for the expansion of a jewelry manufacturing plant operated by Josten’s, a manufacturer of high school and college class rings. The grant is based on 75% of the new property tax revenue generated by the expansion for a term of seven years. The project was completed and the agreement will terminate in 2015. In 2010, an agreement was approved for Grand Mesa, contractor for Schlumberger, equal to 50% of new property tax revenue generated for their 150,000 square foot regional maintenance facility. The agreement was assigned to Schlumberger Technology Corp. in 2012. Agreement thresholds require maintaining $5 million in real property improvements and business personal property valuation and the creation of 80 jobs with average wage of $45,000. The term of the agreement is seven years and will terminate in 2017. In 2011, an agreement was approved for a major renovation of the Golden Triangle Mall. A threshold of a minimum $45 million must be invested into the property for the new owners to receive a 50% share of the sales tax resulting from the renovations. The agreement allows Golden Triangle Mall until October 1, 2014 to reach their investment threshold. The term of the agreement will terminate in 20 years. Renovations are currently under way. AP . . . In 2010 the City conducted annexation proceedings for fifteen (15) areas within its extraterritorial NNEXATION LANS jurisdiction (ETJ) totaling approximately 7,494 acres. Approximately 3,377 acres of this total acreage were immediately annexed on May 4, 2010. The remaining 4,117 acres were given 5-year Development Agreements in accordance with Section 43.035 of the Texas Local Government Code (Tx.LGC). This section of the Tx.LGC allows property appraised for ad valorem tax purposes as land for agricultural, wildlife management, or timber land to retain their ETJ status for up to 45 years through a development agreement commonly referred to as a non-annexation agreement (NAA). At the time of annexation proceedings in 2010, Chapter 212.172(d) of the Texas Local Government Code (LGC) limited the renewal or extension of each successive NAA "The total period to fifteen (15) years; not to exceed a total of 45 years. However, the Tx.LGC has been revised to simply state: duration of the contract and any successive renewals or extensions may not exceed 45 years," thus, there is no longer a 15-year cap or a limited number of terms. Since the first NAAs offered by the City were limited to 5 years each, the total duration of future contracts and any successive renewals or extensions may not exceed forty (40) years per NAA. It is estimated that a total of 187 residents were added to the City’s population from the immediate annexation of the aforementioned 3,377 acres that were immediately annexed in 2010. In addition to the 15 areas mentioned above, three (3) other areas, totaling approximately 1,595 acres were placed in 3-year annexation plans that were adopted by the City Council on April 6, 2010. The City Council will consider the annexation of these 3 areas in April 2013. It is estimated that a total of 1,949 residents will be added to the City’s population if the 3 areas are annexed in their entirety. However, it is unlikely that the full population projections will be realized in 2013 since several property owners were offered NAAs and retain their ETJ status. In accordance with Section 43.056 of the Tx.LGC, the City has adopted service plans that provide for full municipal services (defined to mean services provided by the City within its full-purpose boundaries, including water and wastewater service otherwise provided to similar areas in the City but excluding gas and electrical service) to the areas that were annexed in 2010, and those areas that are included in a 3-year annexation plan. The City may provide the services utilizing any of the methods by which it extends services to other areas of the City. The cost to provide services to the areas, as well as any revenues generated from the areas, will occur immediately with regard to some services and in phases over a three to five year period in regard to other services but only as areas are finally annexed. While the City has projected a total net aggregate cost of annexing all 9,089 acres (costs of services to the annexed areas minus additional ad valorem taxes, sales taxes and other revenues generated from the annexed areas), the financial impact to the City is not material since some of these properties may be annexed over a 40 year period due to the possibility of extended NAAs. If the areas were annexed within 5 years, the cost would be approximately $2,014,000. If the areas were annexed within 10 years, the cost would be approximately $2,625,000. The estimates above make a number of assumptions regarding expenditures and revenues over the next few years. The overriding assumption for the analysis is that the fundamental development of the described areas will not change. In other words, the annexation cost estimate does not assume that any major development will take place in the described areas. This assumption is being made for the cost estimate since additional developments are merely a matter of speculation at this time. The use of this assumption, however, should not be interpreted to mean that the described areas are not expected to develop over time. 16 T1-V,EGOD ABLEALUATIONXEMPTIONS AND ENERALBLIGATIONEBT 2012/13 Market Valuation Established by Denton Central Appraisal District7,621,394,176$ Less Exemptions/Reductions at 100% Market Value: Residence Homestead Exemptions84,215,825$ Over 65 Exemptions239,549,122 Disabled Persons Exemptions2,529,362 Disabled Veterans Exemptions21,422,304 Agricultural Land Use Productivity280,892,249 Historical/Other Exemptions3,598,110 Freeport Exemptions191,986,407 Abatement Exemptions43,704,512 Prorated Exempt Property529,445 Pollution Exemptions27,738,877 Homestead Cap Adjustment8,516,595904,682,808 2012/13 Taxable Assessed Valuation (as of 7-27-12)6,716,711,368$ 2012/13 Incremental Taxable Assessed Value of Real Property within Reinvestment Zone(10,248,781) 2012/13 Taxable Assessed Valuation available for General Obligations and Debt of City (as of 7-27-12)6,706,462,587$ (1) City Funded Debt Payable from Ad Valorem Taxes General Obligation Bonds (as of 2-15-13)129,455,000$ Certificates of Obligation (as of 2-15-13)149,835,000 Tax and Utility System Revenue Refunding Bonds (as of 2-15-13)50,415,000 (2) The Certificates60,330,000 Funded Debt Payable from Ad Valorem Taxes$ 390,035,000 (3) Less Self-Supporting General Obligation Debt (4) Solid Waste System General Obligation Debt32,078,200$ Drainage System General Obligation Debt1,435,000 (4) Utility System General Obligation Debt240,575,000274,088,200 Net Tax Supported Debt Payable from Ad Valorem Taxes115,946,800$ Interest and Sinking Fund as of 2-28-13 (unaudited)$ 0 Ratio Total Funded Debt to Taxable Assessed Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.81% Ratio Net Funded Debt to Taxable Assessed Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.73% 2013 Estimated Population - 117,397 Per Capita Taxable Assessed Valuation - $57,214 Per Capita Total Funded Debt - $3,322 Per Capita Net Funded Debt - $988 ________________ (1)The above statement of indebtedness does not include $144,225,000 Utility System Revenue Bonds as these bonds are payable solely from the net revenues of the Utility System (the "System"), as defined in the ordinances authorizing such bonds. (2)Preliminary, subject to change. (3)As a matter of policy, the City provides payment of debt service on its general obligation debt issued to fund improvements to its Utility System, Solid Waste System and Drainage System from surplus revenues of these Systems (see "Table 7 – General Obligation Debt Service Requirements" and "Table 9 – Computation of Self-Supporting Debt"). This policy is subject to change in the future. In the event the City changes it policy, or such revenues are not sufficient to pay debt service on such obligations, the City will be required to levy an ad valorem tax to pay such debt service. The City’s Utility System is comprised of the City’s entire existing electric, light and power system and the waterworks and sewer system. The City’s Utility System General Obligation Debt has been issued to finance improvements to finance or refinance Utility System improvements and contractual obligations and is paid, or is expected to be paid, from Utility System revenues. The City has $144,225,000 Utility System Revenue Bonds outstanding payable from a pledge of Utility System revenues, excludes the relevant Refunded Obligations. The City’s Solid Waste System General Obligation Debt has been issued to finance or refinance Solid Waste System improvements and is paid, or is expected to be paid, from Solid Waste System revenues. The City has no outstanding Solid Waste System Revenue Bonds. The City’s Drainage System General Obligation Debt has been issued to finance or refinance Drainage System improvements and is paid, or is expected to be paid, from Drainage System revenues. The City has no outstanding Drainage System Revenue Bonds. (4)Includes a portion of the Certificates. Preliminary, subject to change. 17 T2-TAVC ABLEAXABLESSESSEDALUATIONS BY ATEGORY Taxable Appraised Value for Fiscal Year Ended September 30, 201320122011 % of% of% of CategoryAmountTotalAmountTotalAmountTotal Real, Residential, Single Family3,633,577,302$ 47.68%3,610,010,439$ 49.78%3,545,009,743$ 50.46% Real, Residential, Multi-Family816,319,292 10.71%689,687,370 9.51%661,530,441 9.42% Real, Vacant Lots/Tracts125,343,528 1.64%140,758,151 1.94%149,930,858 2.13% Real, Acreage (Land Only)338,412,791 4.44%366,276,930 5.05%352,636,983 5.02% Real, Farm and Ranch Improvements37,671,587 0.49%37,791,667 0.52%32,148,788 0.46% Real, Commercial and Industrial1,520,034,393 19.94%1,449,703,794 19.99%1,381,432,997 19.66% Real, Oil, Gas, and Other Mineral Reserves107,460,964 1.41%86,195,936 1.19%116,459,175 1.66% Real and Tangible Personal, Utilities90,748,500 1.19%87,973,672 1.21%66,756,673 0.95% Tangible Personal, Commercial and Industrial884,681,448 11.61%714,263,695 9.85%651,961,490 9.28% Tangible Personal, Other16,249,794 0.21%14,868,334 0.21%16,634,472 0.24% Real and Special Property, Inventory50,894,577 0.67%54,969,631 0.76%51,489,918 0.73% Total Appraised Value Before Exemptions7,621,394,176$ 100.00%7,252,499,619$ 100.00%7,025,991,538$ 100.00% Less: Total Exemptions/Reductions(904,682,808) (840,124,615) (795,873,580) (2)(3) Taxable Assessed Value6,716,711,368$$6,412,375,004$6,230,117,958 Taxable Appraised Value for Fiscal Year Ended September 30, 20102009 % of% of CategoryAmountTotalAmountTotal Real, Residential, Single Family3,475,374,687$ 48.95%3,397,880,407$ 48.63% Real, Residential, Multi-Family688,298,068 9.70%638,906,357 9.14% Real, Vacant Lots/Tracts162,282,464 2.29%160,766,209 2.30% Real, Acreage (Land Only)356,896,058 5.03%330,913,400 4.74% Real, Farm and Ranch Improvements33,242,494 0.47%32,526,580 0.47% Real, Commercial and Industrial1,392,817,179 19.62%1,416,914,699 20.28% Real, Oil, Gas, and Other Mineral Reserves68,616,710 0.97%51,531,540 0.74% Real and Tangible Personal, Utilities79,577,104 1.12%84,395,222 1.21% Tangible Personal, Commercial and Industrial749,892,931 10.56%778,403,096 11.14% Tangible Personal, Other17,779,752 0.25%20,656,852 0.30% Real Property, Inventory74,454,431 1.05%74,539,998 1.07% Total Appraised Value Before Exemptions7,099,231,878$ 100.00%6,987,434,360$ 100.00% Less: Total Exemptions/Reductions(771,322,856) (696,075,248) Taxable Assessed Value6,327,909,022$ 6,291,359,112$ _______________ (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2013, the values were reported on July 27, 2012 based on information as of January 1, 2012. (2) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. 18 T3-VGODH ABLEALUATION AND ENERALBLIGATIONEBTISTORY NetRatio NetNet FiscalTaxableTax DebtTax DebtFunded Year TaxableAssessedOutstandingto TaxableDebt EndedEstimatedAssessedValuationat End ofAssessedPer (3)(5) 9/30PopulationValuation Per CapitaFiscal Year ValuationCapita (1) 2009 111,160 6,291,359,112$ 56,597 $ 122,835,000$ 1.95%1,105 $ (1) 2010 113,383 6,327,909,02255,810 119,862,6001.89%1,057 (2) 2011 114,517 6,230,117,95854,403 116,165,6501.86%1,014 (1) 2012 115,662 6,412,375,00455,441 113,939,7001.78%985 (1) (4)(6) 115,946,80057,214 1.73%988 (6) (6) 2013 117,397 6,716,711,368 _______________ (1)Source: City Officials. (2)Source: US Census. (3)Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. Source:Denton Central Appraisal District as of July 27, 2012. (4)Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5)Excludes self-supported general obligation debt. See Tables 1 and 9 herein for more detailed information on the City’s general obligation self-supporting debt. The City’s policy to pay such self-supporting general obligation debt from other revenues is subject to change in the future at the City's discretion, although the City has no current plans to do so. In the event the City changes it policy, or such revenues are not sufficient to pay debt service on such obligations, the City will be required to levy an ad valorem tax to pay such debt service. (6)Projected, includes a portion of the Certificates. Preliminary, subject to change. T4-TR,LCH ABLEAXATEEVY AND OLLECTIONISTORY Fiscal Year Distribution EndedTaxGeneralInterest and % Current% Total (1) Tax Levy 9/30 Rate FundSinking Fund CollectionsCollections 20090.66652$ 0.44765$ $ 0.2188743,136,289$ 98.35%99.58% 20100.666520.447650.21887 42,929,40698.88%99.58% 20110.689750.470880.21887 43,875,60999.02%99.47% 20120.689750.470880.21887 44,856,27799.12%99.12% (2)(2) 20130.689750.470880.21887 46,257,82687.06%87.06% _______________ (1)Tax levy for the 2013 year is based on the Certified Value. Prior years represent adjusted values that include all supplements through September 30, 2012. (2)Collections for part year only, through January 31, 2013. T5-TLT ABLEENARGESTAXPAYERS 2012/13% of Total TaxableTaxable AssessedAssessed Name of TaxpayerNature of PropertyValuationValuation Paccar Inc.Diesel Truck Manufacturing$86,165,7591.28% Columbia Medical Center of DentonHospital/Professional Building78,858,3101.17% Inland Western Denton Crossing Ltd PSReal Estate Development48,545,0010.72% Cypress Denton Station LTDResidential Multifamily 41,777,2660.62% Flowers Baking Co. of Denton LLCBakery33,140,4180.49% Verizon SouthwestTelephone Utility28,442,6400.42% HRA University Courtyard LLCApartments28,000,0000.42% Enervest Operating LLCOil and Gas Exploration and Development 27,968,7700.42% DP Fund CorpHome Builder26,292,7050.39% Anderson MerchandisersDistribution Center25,262,9210.38% $ 6.32%424,453,790 Source: Denton Central Appraisal District. 19 GODL . . . No general obligation debt limitation is imposed on the City under current State ENERALBLIGATIONEBTIMITATION law or the City's Home Rule Charter (see "The Certificates – Tax Rate Limitation" for a description of the limitations on ad valorem tax rates.). T6-EOTD ABLESTIMATEDVERLAPPING AXEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax debt ("Tax Debt") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain entities listed may have issued additional Tax Debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional Tax Debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. 2012/13City'sAuthorized Taxable2012/13TotalEstimatedOverlappingBut Unissued AssessedTaxFunded%Funded DebtDebt As Of Taxing JurisdictionValueRateDebtApplicableAs of 2-15-132-15-13 (1)(2) City of Denton6,716,711,368$$0.68975$115,946,800100.00%115,946,800$ 20,400,000$ Denton Independent School District10,153,862,3611.53000 608,536,27863.32%385,325,17176,749,713 Denton County54,586,142,4830.28290 553,915,00011.99%66,414,409235,126,687 Argyle Independent School District969,162,7881.48010 53,388,0279.17%4,895,682- Aubrey Independent School District523,390,0931.54000 52,125,1480.58%302,326- Krum Independent School District668,320,2451.52000 46,344,0333.79%1,756,439- Pilot Point Independent School District473,507,8091.37000 19,243,2680.07%13,470- Ponder Independent School District853,195,8081.34461 27,590,0002.49%686,991- Sanger Independent School District659,125,1281.37207 26,226,8101.65%432,742- Total Direct and Overlapping Funded Debt575,774,030$ Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation………………………………………8.57% Per Capita Overlapping Funded Debt…………………………………………………………………………………$ 4,904.50 __________________ (1)Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (2)Includes a portion of the Certificates, less self-supporting debt. See Tables 1 and 9 herein for more detailed information on the City’s general obligation self-supporting debt. Preliminary, subject to change. 20 DEBTINFORMATION 21 T8-ISFBP ABLENTEREST AND INKING UNDUDGETROJECTION Tax Supported Debt Service Requirements, Fiscal Year Ending 9/30/2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39,913,999$ Interest and Sinking Fund Balance as of 9/30/12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,8$24,438 Interest and Sinking Fund Tax Levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,815,514 From Revenue Supported Sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..25,596,694 Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 44,286,646 Estimated Balance, 9/30/13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 4,372,647 T9-CS-SD ABLEOMPUTATION OF ELFUPPORTING EBT Net Revenue from Solid Waste System, Fiscal Year Ended 9-30-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$6,621,119 Less: Solid Waste System Revenue Bond Requirements, 2013 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Balance Available for Other Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6,621,119$ Solid Waste System General Obligation Bond Requirements, 2013 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,378,055 Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,243,064$ Net Revenue from Drainage System, Fiscal Year Ended 9-30-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,967,654$ Less: Drainage System Revenue Bond Requirements, 2013 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - Balance Available for Other Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1,967,654$ Drainage System General Obligation Bond Requirements, 2013 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 464,419 Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,503,235$ Net Revenue from Utility System (Electric System and Waterworks and Sewer System), Fiscal Year Ended 9-30-12 . . 69,$287,645 Less: Utility System Revenue Bond Requirements, 2013 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,658,800 Balance Available for Other Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .49,628,845$ Utility System General Obligation Bond Requirements, 2013 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,055,348 Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,573,497$ NOTE: The City’s policy to pay its self-supporting general obligation debt from other revenues is subject to change in the future at the City's discretion, although the City has no current plans to do so. In the event the City changes it policy, or such revenues are not sufficient to pay debt service on such obligations, the City will be required to levy an ad valorem tax to pay such debt service. T10-ABUGOB ABLEUTHORIZED UTNISSUEDENERALBLIGATIONONDS Amount DateAmountHeretoforeUnissued PurposeAuthorizedAuthorizedIssuedBalance Street11/6/201220,400,000$ -$ 20,400,000$ AIAGOD . . . The City anticipates the issuance of approximately NTICIPATED SSUANCE OF DDITIONAL ENERALBLIGATIONEBT $16,525,000 General Obligation Refunding and Improvement Bonds, Series 2013 within 45 days of the issuance of the Certificates. The City may also issue tax-supported debt other than voter approved general obligation bonds to fund public improvements, such as certificates of obligation or tax anticipation notes, without submitting a measure to the voters, but, in certain instances, subject to voter petition rights for a referendum. 22 T11-OO ABLETHERBLIGATIONS The City has entered into capital lease agreements. The following is a schedule of future minimum lease payments under these capital leases and the present value of the net minimum lease payments as of September 30, 2012: YearAnnual EndingLease 30-SepPayment 20131,347,302$ 20141,228,711 201558,497 201658,497 201758,497 Total Minimum Lease Payment2,751,504$ Less: Amount Representing Interest146,203 Present Value of Minimum Future Lease Payments2,605,301$ PF . . . The City provides pension benefits for all of its full-time employees (except firefighters) through the Texas ENSIONUND Municipal Retirement System ("TMRS"), a State-wide administered pension plan. Employees may retire at ages 60 and above with five or more years of service or with twenty years of service regardless of age, and a member is vested after five years. The City makes annual contributions to the plan equal to the amounts accrued for pension expense. In 2011, the Texas Legislature approved Senate Bill 350 (SB 350) which restructured the TMRS funds. This legislation permitted the TMRS actuary to prepare the December 31, 2010 actuarial valuation as if the fund restructuring had occurred as of December 31, 2010. In addition, the actuarial assumptions were updated for the new fund structure and adopted by the TMRS Board at their May 2011 meeting. For a more complete description of the impact of the legislation and new actuarial assumptions, please refer to the December 31, 2010 TMRS Comprehensive Annual Financial Report (CAFR). Such report may be obtained by writing to TMRS, P.O. Box 149153, Austin, Texas, 78714-9153 or by calling 800-924-8677; in addition, the report is available on TMRS’ website at www.TMRS.com. The funded status as of December 31, 2010 and December 31, 2011 is presented below: Actuarial ActuarialActuarialAccruedUnfunded FiscalValuationValuationLiabilityAALFunded YearDateof Assets(AAL)(UAAL)Ratio 201112/31/2010208,101,143$ 279,659,548$ 71,558,405$ 74.4% 201212/31/2011229,285,432 298,900,732 69,615,300 76.7% Beginning in 2009, the City of Denton elected to "phase in" higher contributions to TMRS over a period up to eight years in order to recognize the change to a Projected Unit Cost Method in the 2007 valuation. By doing so, the City will contribute less than the actuarially determined annual required contribution (ARC), and as such will need to accrue a net pension obligation on its balance sheet. In subsequent years, this net pension obligation will continue to increase until the full actuarially determined ARC is paid. The "phase in" period was expected to last eight years from fiscal year 2009 through fiscal year 2016, but due to the new fund structure approved by the Texas Legislature with Senate Bill 350 (SB 350) and better than expected financial performance, management began paying the full ARC in October 2012. For more detailed information concerning the TMRS plan as well as the City’s historical unfunded actuarial accrued liability for calendar years 2010-2012, see Appendix B, "Excerpts from the City’s Comprehensive Annual Financial Report" - Note V.A., page 52 and Exhibit XII, page 65. F’RRF . . . The City provides pension benefits for firefighters through the Denton Firemen's IREMENSELIEF AND ETIREMENT UND Relief and Retirement Fund (the "Firemen’s Fund"). Firefighters may retire at ages 50 with twenty or more years of service, and a member is vested after ten years of credited service. As of December 31, 2011, there were (i) 67 retirees and beneficiaries receiving benefits and terminated employees entitled to benefits but not yet receiving them, (ii) 95 current employees who were vested and (iii) 66 employees who were not vested. As of December 31, 2011, the plan's unfunded actuarial accrued liability was $21,059,268 and the funded ratio was 72%. For more detailed information concerning the Firemen's Fund as well as the City’s historical unfunded actuarial accrued liability for calendar years 2008-2012, see Appendix B, "Excerpts from the City’s Comprehensive Annual Financial Report" – Note V.A., page 55 and Exhibit XII, page 65. 23 OPEB . . . The City provides post-employment medical care ("OPEB") for retired employees THEROSTMPLOYMENTENEFITS through a single-employer defined benefit medical plan. The plan provides medical benefits for eligible retirees, their spouses and dependents though the City’s group health insurance plans, which covers both active and retired members. The benefits, benefit levels, and contribution rates are approved annually by the City management as part of the budget process. Any changes in rate subsidies for retirees are approved by the City Council. Since an irrevocable trust has not been established, the plan is not accounted for as a trust fund. The plan does not issue a separate financial report. The City provides post-employment medical, dental, and vision care benefits to its retirees. To be eligible for benefits, an employee must qualify for retirement under the Texas Municipal Retirement System or the Denton Firemen’s Relief and Retirement Plan. Retirees must make a one-time irrevocable decision to chose benefits at the time of retirement, after that their eligibility for the benefits ceases. All medical care benefits are provided through the City’s self-insured health plan. The benefit levels are the same as those afforded to active employees. Actuarial valuations have been completed by an outside consulting firm regarding the City's OPEB liability. The reports provide the City with the City’s OPEB requirements assuming the City's plan offerings, designs, and cost share approach remain constant. The City’s annual OPEB cost is calculated based on the annual required contribution of the City, an amount actuarially determined in accordance with the parameters of GASB Statement 45. The annual required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and to amortize any unfunded actuarial liabilities over a period not to exceed thirty years. The City’s annual OPEB cost for the current year and the related information are as follows at September 30, 2012: Fiscal Year Ended September 30, 2012201120102009 Annual OPEB Costs1,520,203 $ 1,270,279 $ 1,284,569 $ 879,280 $ Actual Contributions1,481,210 $ 623,130 $ 370,759 $ 69,696 $ Net OPEB Obligations3,206,485 $ 3,167,492 $ 2,520,343 $ 1,606,533 $ As of December 31, 2011, the date of the latest actuarial report, the City’s actuarial accrued liability was $12,565,747 and as of such date the City had funded 0% of such amount. The City’s GASB 45 liability was discussed at length with the Audit/Finance Committee and the City Council. At the conclusion of these discussions, the City Council concurred with the staff recommendation to fund the City’s OPEB costs on a pay-as-you-go basis. The pay-as-you-go approach has been recommended since 1) this provides the lowest cost approach, 2) the ARC is relatively small in comparison to the City’s overall budget, and 3) the pay-as-you-go cost is not forecasted to exceed the ARC until approximately the year 2031. For more detailed information concerning the City’s OPEBs, funding policies related thereto and related liabilities, as well as the City’s historical unfunded actuarial accrued liability, see Appendix B, "Excerpts from the City’s Comprehensive Annual Financial Report" - Note V.B., page 57 and Exhibit XIII, page 66. 24 FINANCIALINFORMATION T12-CNA ABLEHANGES IN ETSSETS Fiscal Year Ended September 30, Revenues:20122011201020092008 Program Revenue: Charges for Services15,980,821$ 15,673,556$ 14,781,002$ 14,924,773$ 13,917,248$ Operating Grants and Contributions2,598,157 4,270,697 3,407,085 2,281,136 3,306,325 Capital Grants and Contributions4,292,468 7,497,908 15,206,424 3,641,296 7,308,398 General Revenue: Property Tax45,174,160 44,144,844 43,144,645 43,187,433 41,499,791 Sales Tax25,886,940 22,871,282 20,484,954 20,466,772 21,440,839 Other Taxes/Fees21,839,818 21,219,346 19,131,162 17,270,857 17,909,903 (1) Miscellaneous1,390,398 2,830,297 5,741,0976,375,678 7,501,310 Total Revenue117,162,762$ 118,507,930$ 122,530,950$ 107,513,364$ 112,883,814$ Expenditures: General Government29,421,275$ 28,198,604$ 29,569,535$ 27,482,131$ 26,408,949$ Public Safety52,496,010 49,154,371 47,998,906 45,368,783 43,426,526 Public Works18,662,029 16,089,302 15,767,926 15,816,065 15,448,473 Parks and Recreation12,968,426 12,421,893 12,854,336 12,755,037 12,927,020 Interest on Long-Term Debt4,755,938 5,046,724 5,121,329 5,733,268 5,372,868 Total Expenses118,303,678$ 110,910,894$ 111,312,032$ 107,155,284$ 103,583,836$ Increase in Net Assets before Transfers(1,140,916)$ 7,597,036$ 11,218,918$ 358,080$ 9,299,978$ (2) Transfers887,287 (10,430,082) 846,119482,801 323,038 Increase (Decrease) in Net Assets(253,629)$ (2,833,046)$ 11,701,719$ 1,204,199$ 9,623,016$ (3) Prior Period Adjustment- (10,674,744) -- - Net Assets at Beginning of Year140,503,694 154,011,484 142,309,765 141,105,566 131,482,550 (4) Net Assets at End of Year $ 140,503,694140,250,065$ 154,011,484$ 142,309,765$ 141,105,566$ _______________ (1) The $3.3 million decrease in miscellaneous revenues is mainly due to the decrease in gas well revenues in connection with the City’s airport. (2) The transfer out primarily consisted of a $10 million transfer to the newly-created Airport enterprise fund. (3) The prior period adjustment was recorded to reduce the beginning fund balance of the Capital Projects fund to correct the timing of the recognition of intergovernmental revenues. These funds were received in advance and are refundable if not expended for specific purposes within a stated time-frame. The entry reduced the fund balance and increased deferred revenues by $10,674,744 as of the beginning of the year. (4) Unrestricted net assets, the part of the net assets that may be used to meet the City’s ongoing obligations, were $35,009,109 as of September 30, 2012 (see Appendix B, "Excerpts from the Comprehensive Financial Report"). This table refers to governmental activities only and does not include enterprise funds such as the airport, solid waste or utility activities. 25 T12A-GFREH ABLEENERALUNDEVENUES AND XPENDITURE ISTORY Fiscal Year Ended September 30, Revenues:20122011201020092008 Taxes57,148,330$ 53,492,664$ 50,049,759$ 49,769,861$ 49,772,244$ Licenses and Permits1,436,215 1,460,548 1,198,552 1,265,733 1,080,580 Franchise Fee13,751,615 19,324,244 17,457,994 15,669,981 16,197,042 Fines and Forfeitures4,241,395 4,216,247 4,378,064 4,691,420 4,969,102 Fees for Service5,666,413 5,656,550 5,989,349 5,888,390 5,657,673 Interest Revenue187,527 172,719 237,559 744,122 1,084,097 Intergovernmental949,422 825,549 770,164 718,453 779,158 Miscellaneous255,035 193,022 317,460 229,599 369,052 Total Revenues83,635,952$ 85,341,543$ 80,398,901$ 78,977,559$ 79,908,948$ Expenditures: General Government20,951,203$ 19,495,940$ 22,037,729$ 21,318,437$ 18,925,270$ Public Safety46,797,417 44,921,713 43,156,478 41,999,464 39,619,707 Public Works2,591,517 7,483,926 6,516,276 6,738,327 6,553,570 Parks and Recreation9,704,075 9,422,432 9,837,073 10,016,114 10,230,800 Capital Outlay712,055 575,128 691,880 809,004 854,273 Debt Service: Principal Retirement78,092 140,422 185,154 223,106 202,003 Total Expenditures80,834,359$ 82,039,561$ 82,424,590$ 81,104,452$ 76,385,623$ Excess (Deficiency) of Revenues Over Expenditures2,801,593$ 3,301,982$ (2,025,689)$ (2,126,893)$ 3,523,325$ Other Financing Sources (Uses): Capital Leases-$ -$ -$ 44,865$ 69,897$ Transfers In153,127 20,304 1,018,218 112,022 - Sale of Capital Assets14,301 90,699 160,495 - 193,375 Transfers (Out)(1,556,944) (515,761) (421,200) (612,532) (968,914) Total Other Financing Sources (Uses)(1,389,516)$ (404,758)$ 757,513$ (455,645)$ (705,642)$ Net Changes in Fund Balances1,412,077$ 2,897,224$ (1,268,176)$ (2,582,538)$ 2,817,683$ Fund Balances at Beginning of Year24,424,003 21,526,779 22,794,955 25,377,493 22,559,810 Fund Balances at End of Year25,836,080$ 24,424,003$ 21,526,779$ 22,794,955$ 25,377,493$ 26 T13-MSTH ABLEUNICIPAL ALESAXISTORY The City has adopted the Municipal Sales and Use Tax Act, V.T.C.A., Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not pledged to the payment of the Certificates. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. In January 1994, the voters of the City approved the imposition of an additional one-half of one percent (½ of 1%) for property tax reduction. In September 2003, the voters of the City approved the imposition of an additional one-half of one percent (½ of 1%) for the Denton County Transportation Authority. The implementation of this tax began January 2004, and is allocated directly to the Denton County Transportation Authority. Fiscal Year% ofEquivalent of Ended TotalAd ValoremAd ValoremPer (1) 9/30CollectedTax LevyTax RateCapita 200920,950,786$ 48.57%0.3330 $ 188 $ 201021,015,17348.95% 0.3321 185 201122,871,28152.13% 0.3671 200 201225,886,93857.71% 0.4037 224 (2) 20138,600,54118.59% 0.1280 73 _______________ (1)Source: City of Denton Annual Program of Services. (2)Collections through January 31, 2013. The sales tax breakdown for the City is as follows: Property Tax Relief 0.50¢ Denton County Transportation Authority 0.50¢ City Sales & Use Tax 1.00¢ State Sales & Use Tax 6.25¢ Total 8.25¢ FP INANCIAL OLICIES Basis of Accounting . . . The accounting policies of the City conform to generally accepted accounting principles of the Governmental Accounting Standards Board and program standards adopted by the Government Finance Officers Association of the United States and Canada. The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Denton for each fiscal year since 1983. The City's current report will be submitted to GFOA to determine its eligibility for another Certificate. The City has also received the GFOA's award for Distinguished Budget Presentation each year since 1988. The measurement focuses for the Enterprise Funds, Internal Service Funds and Nonexpendable Trust Funds are income determination and cost of service, respectively. Accordingly, the accrual basis, whereby revenues and expenses are identified in the accounting period in which they are earned and incurred and net income, is utilized for these funds. The modified accrual basis, whereby revenues are recognized when they become both measurable and available for use during the year and expenditures are recognized when the related fund liability is incurred, is used for all other funds. Budgetary Procedures . . . As prescribed by City Charter the City Manager, and within the time period required by law, submits to the City Council a proposed budget for the fiscal year beginning the following October 1. The budget includes proposed expenditures and revenues required to fund the expenditures. Following Council considerations, amendments and refinements, a public hearing is ordered and conducted for the purpose of obtaining taxpayer comments. The budget is finally approved and adopted by passage of an ordinance by the City Council prior to the beginning of the fiscal year. The budget is adopted on a basis consistent with generally accepted accounting principles. The City strives to maintain an unreserved general fund balance of 20% of budgeted expenditures. 27 INVESTMENTS The City invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City’s investment policies are subject to change. LI . . . Under Texas law, the City is authorized to invest in (1) obligations, including letter of credit, of the EGALNVESTMENTS United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit and share certificates meeting the requirements of the Texas Public Funds Investment Act (Chapter 2256, Texas Government Code, as amended (the "PFIA")) that are issued by or through an institution that either has its main office or a branch office in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or are invested by the City through a depository institution that has its main office or a branch office in the State of Texas and otherwise meet the requirements of the PFIA, (8) fully collateralized repurchase agreements that have a defined termination date, are fully secured a combination of cash and obligations described in clause (1) which are pledged to the City, held in the City’s name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State, (9) certain bankers' acceptances with the remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating agency, (10) commercial paper with a stated maturity of 270 days or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no-load money market mutual funds registered with and regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no-load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, invest exclusively in obligations described in this paragraph, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. If specifically authorized in the authorizing document, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAA-m or an equivalent by at least one nationally recognized rating service. The City may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Political subdivisions such as the City are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than "A" or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. IP . . . Under Texas law, the City is required to invest its funds under written investment policies that primarily NVESTMENTOLICIES emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment, the maximum average dollar-weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool 28 funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the Public Funds Investment Act. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds’ investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, , the ending market value and the fully accrued interest during the reporting period of each pooled fund group, (4) the book value and market value of each separately listed asset at the end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. AP . . . Under Texas law the City is additionally required to: (1) annually review its adopted policies and DDITIONAL ROVISIONS strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers’ with personal business relationships or relatives with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the City and the business organization that are not authorized by the City’s investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City’s entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City’s investment policy; (6) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the entity’s monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. (1) T14-CI ABLEURRENTNVESTMENTS As of February 28, 2013, the City’s available funds were invested as follows: Market ValueBookMarket DescriptionPercentValueValue U.S. Federal Agency Coupons56.10%240,122,690$ 240,520,537$ Municipal Bonds - Coupon0.71%3,000,0002,994,750 Demand Deposits/Wells Fargo10.31%44,197,20344,197,203 (2) Certificates of Deposit 32.89%141,000,000141,000,000 100.00%428,319,893$ 428,712,490$ _______________ (1)There are no City funds invested in derivative securities, i.e., securities whose rate of return is determined by reference to some other instrument, index or commodity. (2)CDs are either fully insured by FDIC insurance or collateralized by federal agency securities at a minimum of 102% of principal plus accrued interest or secured by Federal Home Loan Bank letters of credit. 29 TAXMATTERS O PINIONS On the date of initial delivery of the Certificates, Bond Counsel to the City will render its opinion that, in accordance with Existing Law, (1) interest on the Certificates for federal income tax purposes will be excludable from the "gross income" of the holders thereof and (2) the Certificates will not be treated as "specified private activity bonds" the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Code. Except as stated above, Bond Counsel to the City will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Certificates. See Appendix C – Forms of Bond Counsel’s Opinion. In rendering each of the foregoing opinions, Bond Counsel to the City will rely upon (a) certain information and representations of the City, including information and representations contained in the City's federal tax certificate with respect to the Certificates, and (b) covenants of the City contained in the Certificate documents relating to certain matters, including arbitrage and the use of the proceeds of the Certificatesand the property financed or refinanced therewith. Failure by the City to observe the aforementioned representations or covenants could cause the interest on the Certificates to become taxable retroactively to the date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Certificates in order for interest on the Certificates to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Certificates to be included in gross income retroactively to the date of issuance of the Certificates. The opinion of Bond Counsel to the City is conditioned on compliance by the City with such requirements, and Bond Counsel to the City has not been retained to monitor compliance with these requirements subsequent to the issuance of the Certificates. Bond Counsel’s opinion represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. Bond Counsel’s opinion is not a guarantee of a result. The Existing Law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Certificates. A ruling was not sought from the Internal Revenue Service by the City with respect to the Certificates or the projects being financed or refinanced therewith. Bond Counsel’s opinion represents its legal judgment based upon its review of Existing Law and the representations of the City that it deems relevant to render such opinion and is not a guarantee of a result. No assurances can be given as to whether or not the Internal Revenue Service will commence an audit of the Certificates, or as to whether the Internal Revenue Service would agree with the opinion of Bond Counsel. If an audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City as the taxpayer and the holders of the Certificates may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. FITATOID EDERALNCOMEAXCCOUNTING REATMENT OF RIGINAL SSUEISCOUNT The initial public offering price to be paid for one or more maturities of the Certificates may be less than the principal amount thereof or one or more periods for the payment of interest on the Certificates may not be equal to the accrual period or be in excess of one year (the "Original Issue Discount Bonds"). In such event, the difference between (i) the "stated redemption price at maturity" of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond would constitute original issue discount. The "stated redemption price at maturity" means the sum of all payments to be made on the Certificates less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under existing law, any owner who has purchased such Original Issue Discount Bond in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner’s basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by 30 such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds. CFITC OLLATERALEDERALNCOMEAXONSEQUENCES The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Certificates. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with accumulated earnings and profits and excess passive investment income, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health insurance premium assistance credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax-exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX-EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE OBLGATIONS. Interest on the Certificates will be includable as an adjustment for "adjusted current earnings" to calculate the alternative minimum tax imposed on corporations by section 55 of the Code. Under section 6012 of the Code, holders of tax-exempt obligations, such as the Certificates, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Certificates, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the Certificate bears to the number of days between the acquisition date and the final maturity date. S,LFT TATEOCAL AND OREIGNAXES Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Certificates under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. FPL UTURE AND ROPOSEDEGISLATION Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the Certificates under Federal or state law and could affect the market price or marketability of the Certificates. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Certificates should consult their own tax advisors regarding the foregoing matters. 31 CONTINUINGDISCLOSUREOFINFORMATION In the Ordinance the City has made the following agreement for the benefit of the holders and beneficial owners of the Certificates. The City is required to observe each agreement while it remains obligated to advance funds to pay such Certificates. Under each agreement, the City will be obligated to provide certain updated financial information and operating data annually, and the timely notice of specified events to the Municipal Securities Rulemaking Board ("MSRB"). This information will be available free of charge from the MSRB via the Electronic Municipal Market Access ("EMMA") system at www.emma.msrb.org. AR . . . The City will provide certain updated financial information and operating data to the MSRB annually. NNUALEPORTS The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 5 and 7 through 14 and in Appendix B. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2013. The City will provide the updated information to the MSRB. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB’s Internet Web site or filed with the United States Securities and Exchange Commission (the "SEC"), as permitted by SEC Rule 15c2-12 (the "Rule"). The updated information will include audited financial statements, if the City commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide unaudited financial information of the type described in the preceding paragraph by the required time and audited financial statements when and if such audited financial statements become available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The City’s current fiscal year end is September 30. Accordingly, it must provide updated information by March 31 in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the change. NCE . . . The City will also provide timely notices of certain events to the MSRB. The City will OTICE OF ERTAINVENTS provide notice of any of the following events with respect to the Certificates to the MSRB in a timely manner (but not in excess of ten business days after the occurrence of the event): (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service 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 Certificates, or other material events affecting the tax status of the Certificates; (7) modifications to rights of holders of the Certificates, if material; (8) Certificate calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Certificates, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. In addition, the City will provide timely notice of any failure by the City to provide annual financial information in accordance with their agreement described above under "Annual Reports". For these purposes, any event described in (12) in the immediately preceding paragraph is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. LA . . . The City has agreed to update information and to provide notices of specified events only IMITATIONS AND MENDMENTS as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Certificates at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Certificates may seek a writ of mandamus to compel the City to comply with its agreement. 32 The City may amend its continuing disclosure agreement for either or both of the Certificates from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell Certificates in the offering described herein in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding Certificates consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates. If the City so amends the agreement, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. CPU . . . During the last five years, the City has complied in all material respects with all OMPLIANCE WITH RIOR NDERTAKINGS continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. OTHERINFORMATION R ATINGS The Certificates and the presently outstanding tax supported debt of the City are rated "AA+" by Fitch and "___" by S&P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Certificates. L ITIGATION It is the opinion of the City Attorney and City Staff that there is no pending, or to their knowledge threatened, litigation or other proceeding against the City that could have a material adverse financial impact upon the City or its operations over and above those already disclosed in the City's Comprehensive Annual Financial Report, see Appendix B, Note V.F., page 62. RQCS EGISTRATION AND UALIFICATION OF ERTIFICATES FOR ALE The sale of the Certificates has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Certificates have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Certificates been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Certificates under the securities laws of any jurisdiction in which the Certificates may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Certificates shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LIESPFT EGALNVESTMENTS AND LIGIBILITY TO ECUREUBLICUNDS IN EXAS Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the Certificates are negotiable instruments governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. With respect to investment in the Certificates by municipalities or other political subdivisions or public agencies of the State of Texas, the Public Funds Investment Act, Chapter 2256, Texas Government Code, requires that the Certificates be assigned a rating of not less than "A" or its equivalent as to investment quality by a national rating agency. See "Other Information - Ratings" herein. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Certificates are legal investments for state banks, savings banks, trust companies with at capital of one million dollars or more, and savings and loan associations. The Certificates are eligible to secure deposits of any public funds of the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their market value. No review by the City has been made of the laws in other states to determine whether the Certificates are legal investments for various institutions in those states. 33 LON-LC EGALPINIONS AND OITIGATION ERTIFICATE The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Certificates, including the unqualified approving legal opinion of the Attorney General of Texas approving the Initial Certificate and to the effect that the Certificates are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approving legal opinion of Bond Counsel, to like effect and to the effect that the interest on the Certificates will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "Tax Matters" herein. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Certificates, or which would affect the provision made for their payment or security, or in any manner questioning the validity of said Certificates will also be furnished. Though it represents the Financial Advisor and purchasers of debt from governmental issuers from time to time in matters unrelated to the issuance of the Certificates, Bond Counsel has been engaged by and only represents the City in connection with the issuance of the Certificates. Bond Counsel was not requested to participate, and did not take part, in the preparation of the Notice of Sale and Bidding Instructions, the Official Bid Form and the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information describing the Certificates in the Official Statement to verify that such description conforms to the provisions of the Ordinance. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Certificates is contingent on the sale and delivery of the Certificates. The legal opinion will accompany the Certificates deposited with DTC or will be printed on the Certificates in the event of the discontinuance of the Book-Entry-Only System. The legal opinion to be delivered concurrently with the delivery of the Certificates express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. AFDOI UTHENTICITY OF INANCIAL ATA AND THERNFORMATION The financial data and other information contained herein have been obtained from City records, audited financial statements, and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents, and ordinance contained in this Official Statement are made subject to all of the provisions of such statutes, documents, and ordinance. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FA INANCIAL DVISOR First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Certificates. The Financial Advisor's fee for services rendered with respect to the sale of the Certificates is contingent upon the issuance and delivery of the Certificates. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants, and representations contained in any of the legal documents with respect to the federal income tax status of the Certificates, or the possible impact of any present, pending, or future actions taken by any legislative or judicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. IP NITIAL URCHASER After requesting competitive bids for the Certificates, the City accepted the bid of ____________(the "Initial Purchaser") to purchase the Certificates at the interest rates shown on the cover page of the Official Statement at a price of par plus a cash premium of $________. The Initial Purchaser can give no assurance that any trading market will be developed for the Certificates after their sale by the City to the Initial Purchaser. The City has no control over the price at which the Certificates are subsequently sold and the initial yield at which the Certificates will be priced and reoffered will be established by and will be the responsibility of the Initial Purchaser. 34 F-LSD ORWARDOOKINGTATEMENTSISCLAIMER The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. The City's actual results could differ materially from those discussed in such forward-looking statements. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate. COS ERTIFICATION OF THE FFICIAL TATEMENT At the time of payment for and delivery of the Certificates, the City will furnish a certificate, executed by proper officers, acting in their official capacity, to the effect that to the best of their knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in its Official Statement, and any addenda, supplement or amendment thereto, on the date of such Official Statement, on the date of sale of said Certificates and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in such Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect; and (d) there has been no material adverse change in the financial condition of the City since the date of the last audited financial statements of the City. The Ordinance authorizes the issuance of the Certificates and approves the form and content of this Official Statement, and any addenda, supplement or amendment thereto, and authorizes its further use in the reoffering of the Certificates by the Purchaser. PRICING OFFICER City of Denton, Texas 35 APPENDIX A GENERAL INFORMATION REGARDING THE CITY APPENDIX B EXCERPTS FROM THE CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Year Ended September 30, 2012 The information contained in this Appendix consists of excerpts from the City of Denton, Texas Comprehensive Annual Financial Report for the Year Ended September 30, 2012, and is not intended to be a complete statement of the City's financial condition. Reference is made to the complete Report for further information. APPENDIX C FORMS OF BOND COUNSEL'S OPINIONS EXHIBIT 2 FITCHRATESDENTON,TX'SSERIES2013GORFDG& IMPROVEMENTBONDSANDCOS'AA+';OUTLOOKSTABLE FitchRatings-Austin-10April2013:FitchRatingsassignsaratingof'AA+'tothefollowingCityof Denton,Texasbonds: --$16.5milliongeneralobligationrefundingandimprovementbonds,series2013; --$60.3millioncertificatesofobligation,series2013. TheCOsarescheduledforacompetitivesaletheweekofApril22,2013,withproceedstofund governmental,solidwasteandutilityimprovements.TheGOsarescheduledforanegotiatedsalein earlyJune2013,withproceedsusedtorefundoutstandingobligationsforinterestsavings,andfund streetimprovements. Fitchalsoaffirmsan'AA+'ratingtothefollowingoutstandingcityobligations: --$136.2milliongeneralobligationbonds(pre-refunding); --$143.1millioncertificatesofobligation; --$50.4millioncombinationtax&revenuerefundingbonds,series2010. TheRatingOutlookisStable. SECURITY Thegeneralobligationbonds(GOs)andcertificatesofobligation(COs)aresecuredbyanannual propertytaxlevy,limitedto$2.50per$100oftaxableassessedvaluation(TAV).TheCOsare additionallypayablefromalimitedpledgeofutilitysystemsurplusrevenues. KEYRATINGDRIVERS SOUNDFISCALPROFILE:Financialresultstypicallyexceedbudgetexpectations,contributingto robustgeneralfundbalancesinexcessofpolicytargets.Thetenuredmanagementteamcomplies withestablishedandannuallyupdatedfinancialpoliciesandcollaborateswiththecitycouncilon long-termplanningtoprioritizeresources. STABLELOCALECONOMY:ThecityisstrategicallylocatedintheDallas-FortWorth(DFW) metroplex,whichcontinuestooutpacethenationintotalemployment,populationandincome growth.Significanteducationandhealthcaresectorshaveprovidedastabilizinginfluencetothe localeconomy.Steadygrowthoftheemploymentbaseisreflectedinlowunemployment. DIVERSETAXBASE:TAVappreciatedmodestlyoverthelastseveralyears,ontheheelsof strongergrowththatwasconsistentwithpre-recessionregionaltrends.Thecity'sstrong transportationnetworkalongtheNorthAmericanFreeTradeAgreementcorridorhasattracted investmentthatincludeswarehousingfacilitiesandhelpedestablishthefoundationforanticipated long-termgrowth.Thetop10taxpayersrepresentmedical,manufacturing,realestate,energyand utilityinterests. HIGHDEBT:Thecity'soveralldebtisabove-average,reflectingsizableoverlappingschooldistrict issuances;however,thisissomewhattemperedbystrongcommunitysupport,growingwealth levelsandrapiddebtamortization. Thecity'sfive-yearplanincludessignificantnewdebtissuance,primarilytoupgradeagingutility assets. RATINGSENSITIVITIES Theratingissensitivetoshiftsinfundamentalcreditcharacteristicsincludingthecity'sstrong financialmanagementpracticesandabilitytoserviceutilityCOsfromenterpriseoperationswithout pressuringgeneralfundresources.TheStableOutlookreflectsFitch'sexpectationthatsuchshifts areunlikely. CREDITPROFILE Dentonanditsestimated117,400residentsliewithintheDFWmetroplex,theeconomicand culturalhubofnorthernTexaswithapopulationexceedingsixmillion. SOUNDFISCALMANAGEMENT Thecityconsistentlyoutperformsthebudgetandhasmaintainedhealthyreservesexceedingthe policytargetequalto20%ofspending.Afiscal2012operatingsurplus(aftertransfers)of$1.4 millionincreasedunrestrictedgeneralfundsto$25.8million(31.4%ofexpendituresandtransfers out).Strong13.2%salestaxgrowthandattrition-basedcostsavingscontributedtothecity's favorablefiscal2012performance. Thecity'srevenuebaseisdiversified.Primaryfiscal2012revenueswerecomprisedlargelyofad valoremtaxes(37%),salestaxes(31%),andfranchisefeesfromutilitiesoperatinginthecity (16%).Managementhasprudentlydesignatedaportionoffiscal2012franchisefeerevenue,aswell asfuturefranchisefeerevenuegrowth,tothenewlyestablishedstreetimprovementfundinan efforttoincreasestreetmaintenancefundingovertime.Basedonyear-to-dateperformance, officialsexpecttocompletefiscal2013inlinewiththebalancedbudget.Givenrecentresults,Fitch believesthisprojectionisreasonable. HIGHDEBT/ONGOINGNEEDS Thecity'soveralldebtishighat$4,815percapitaor7.4%ofmarketvalueduetohighoverlapping debtoflocalschooldistricts.Thecity'sdirectdebtincludesalargeutilityself-supporting component.Principalamortizationisrapidat70.9%within10years. Theseries2013GObondswillfundstreetimprovements,whichrepresentthefirstyearofa five-year$20millionprogram.Theseries2013COswillfundutility,solidwaste,and governmentalimprovements.Thecity'scapitalplananticipatesabout$320millionofadditional debtissuancethroughfiscal2017,primarilyforupgradestoagingutilityinfrastructure.Fitchnotes thatthemajorityofplanneddebtissuanceissupportedbythecity'senterpriseoperationsandwill monitortimelinessofraterelief. ThecityparticipatesintheTexasMunicipalRetirementSystem(TMRS),withanadequatefiscal 2012fundedratioof76.7%basedonaninvestmentassumptionof7%,andprovidesother post-employmentbenefitsOPEB)toitsemployees.Thecity'scarryingcostsincludingdebtservice, pensionandOPEBobligationscompriseamoderate16.7%oftotalgovernmentalexpenditures(net ofcapital),adjustedfordebtservicesupportfromthecity'senterprisefundoperations. STRATEGICALLYLOCATEDMETROCITY Denton'slocationattheconvergenceofI-35EastandWest,35milesfromdowntownDallasand FortWorth,andwithaccesstoairandrailtransportationhasattractedavarietyofindustriesand businessestothecity.Taxbaseexpansionoverthepastdecadereflectsasteadyinfluxof residential,retail,commercial,andindustrialdevelopment. Educationandhealthservicestopthecity'slargestemployers,offeringstabilitythroughout economicrecessionarycycles.Denton'sunemploymentrateof4.8%asofDecember2012 comparesfavorablytothatofthestate(6%)andnation(7.6%)forthesameperiod.Recent completionofthecity'stransitraillineconnectingtotheDallasAreaRapidTransitsystembodes wellforadditionaldevelopmentaroundthedowntowntransitstation. Contact: PrimaryAnalyst RebeccaMeyer Director +1-512-215-3733 FitchRatings,Inc. 111CongressAve.,Ste.2010 Austin,TX78701 SecondaryAnalyst JoseAcosta SeniorDirector +1-512-215-3726 CommitteeChairperson JessalynnMoro ManagingDirector +1-2129080608 MediaRelations:ElizabethFogerty,NewYork,Tel:+1(212)9080526,Email: elizabeth.fogerty@fitchratings.com. Additionalinformationisavailableat'www.fitchratings.com'.Theratingsaboveweresolicitedby, oronbehalfof,theissuer,andtherefore,Fitchhasbeencompensatedfortheprovisionofthe ratings. InadditiontothesourcesofinformationidentifiedinFitch'sTax-SupportedRatingCriteria,this actionwasadditionallyinformedbyinformationfromCreditscope,UniversityFinancialAssociates, S&P/Case-ShillerHomePriceIndex,IHSGlobalInsight,NationalAssociationofRealtors. ApplicableCriteriaandRelatedResearch: --'Tax-SupportedRatingCriteria'(Aug.14,2012); --'U.S.LocalGovernmentTax-SupportedRatingCriteria'(Aug.14,2012). ApplicableCriteriaandRelatedResearch Tax-SupportedRatingCriteria http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686015 U.S.LocalGovernmentTax-SupportedRatingCriteria http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685314 ALLFITCHCREDITRATINGSARESUBJECTTOCERTAINLIMITATIONSAND DISCLAIMERS.PLEASEREADTHESELIMITATIONSANDDISCLAIMERSBY FOLLOWINGTHISLINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS.INADDITION, RATINGDEFINITIONSANDTHETERMSOFUSEOFSUCHRATINGSAREAVAILABLE ONTHEAGENCY'SPUBLICWEBSITE'WWW.FITCHRATINGS.COM'.PUBLISHED RATINGS,CRITERIAANDMETHODOLOGIESAREAVAILABLEFROMTHISSITEAT ALLTIMES.FITCH'SCODEOFCONDUCT,CONFIDENTIALITY,CONFLICTSOF INTEREST,AFFILIATEFIREWALL,COMPLIANCEANDOTHERRELEVANTPOLICIES ANDPROCEDURESAREALSOAVAILABLEFROMTHE'CODEOFCONDUCT'SECTION OFTHISSITE.FITCHMAYHAVEPROVIDEDANOTHERPERMISSIBLESERVICETO THERATEDENTITYORITSRELATEDTHIRDPARTIES.DETAILSOFTHISSERVICE FORRATINGSFORWHICHTHELEADANALYSTISBASEDINANEU-REGISTERED ENTITYCANBEFOUNDONTHEENTITYSUMMARYPAGEFORTHISISSUERONTHE FITCHWEBSITE. IndividualItemB AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Finance ACM: Bryan Langley SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $19,000,000 in principal amount of "City of Denton General Obligation Refunding and Improvement Bonds, Series 2013"; authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; and enacting other provisions relating to the subject. BACKGROUND This bond sale was previously discussed with the Audit/Finance Committee on February 26, 2013, and the City Council on March 5, 2013. At the time of these discussions, staff anticipated refunding approximately $12 million in existing debt as part of this issuance, if market dvisor, First Southwest Company, market conditions are favorable, and as such, staff requests approval to proceed with the refunding. Additional maturities within the same series of bonds may also now be eligible for refunding. The refunding bonds could total approximately $15 million in principal amount which is an increase of $3 million from the March 5, 2013 presentation. In addition, the bond sale includes the issuance of $4 million in General Obligation Bonds (GOs) to fund the first year of street improvement projects approved by the voters in the November 2012 Bond Election. Below is a summary of the existing debt that staff proposes to refund with GOs: POTENTIAL REFUNDING CANDIDATES 2003 Certificates of Obligation 2003 General Obligation Ref & Imp 2005 General Obligation 2005 Certificates of Obligation 2006 General Obligation 2006 Certificates of Obligation The refunding will not extend the maturity date of the existing debt. Agenda Information Sheet April 16, 2013 Page 2 Since bond market conditions can change rapidly, staff is recommending that the City Council approve a delegated parameters sale for the GOs. The parameters ordinance sets the following requirements in order to complete the sale of the GOs. -Maximum amount of sale is $19,000,000 -Final stated maturity of February 15, 2033 -Refunding must produce savings of at least 4.00% -Delegation authority ends October 16, 2013 By doing so, City staff will be authorized to execute the sale without additional Council action. Once the exact terms of the transaction are determined, staff will provide the City Council with additional information in an informal staff report. In addition to the sale of GOs, the City anticipates the sale of approximately $68,265,000 in Certificates of Obligation. Staff has discussed the upcoming issuance in detail with the bond rating agencies and applied for ratings. attached report. rating and associated report will be sent to the City Council upon receipt. Staff tentatively plans to sell the COs through a competitive bond sale during the nd week of April 22, depending on market conditions. The sale of the GOs will occur 3-4 weeks after the sale of the COs through a negotiated bond sale. Underwriters for the negotiated bond sale will be selected based on the outcome of the sale of the COs. The Preliminary Official Statement for the GOs will be prepared after the sale of the COs, but the content will be substantially similar to the Official Statement attached to the Certificate of Obligation item th which is also on the April 16 Council agenda. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards or Commissions) On February 26, 2013, the Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. EXHIBITS 1.Fitch Bond Rating Report 2.Ordinance Respectfully submitted: Chuck Springer Director of Finance Prepared By: Antonio Puente, Jr. Assistant Director of Finance EXHIBIT 1 FITCHRATESDENTON,TX'SSERIES2013GORFDG& IMPROVEMENTBONDSANDCOS'AA+';OUTLOOKSTABLE FitchRatings-Austin-10April2013:FitchRatingsassignsaratingof'AA+'tothefollowingCityof Denton,Texasbonds: --$16.5milliongeneralobligationrefundingandimprovementbonds,series2013; --$60.3millioncertificatesofobligation,series2013. TheCOsarescheduledforacompetitivesaletheweekofApril22,2013,withproceedstofund governmental,solidwasteandutilityimprovements.TheGOsarescheduledforanegotiatedsalein earlyJune2013,withproceedsusedtorefundoutstandingobligationsforinterestsavings,andfund streetimprovements. Fitchalsoaffirmsan'AA+'ratingtothefollowingoutstandingcityobligations: --$136.2milliongeneralobligationbonds(pre-refunding); --$143.1millioncertificatesofobligation; --$50.4millioncombinationtax&revenuerefundingbonds,series2010. TheRatingOutlookisStable. SECURITY Thegeneralobligationbonds(GOs)andcertificatesofobligation(COs)aresecuredbyanannual propertytaxlevy,limitedto$2.50per$100oftaxableassessedvaluation(TAV).TheCOsare additionallypayablefromalimitedpledgeofutilitysystemsurplusrevenues. KEYRATINGDRIVERS SOUNDFISCALPROFILE:Financialresultstypicallyexceedbudgetexpectations,contributingto robustgeneralfundbalancesinexcessofpolicytargets.Thetenuredmanagementteamcomplies withestablishedandannuallyupdatedfinancialpoliciesandcollaborateswiththecitycouncilon long-termplanningtoprioritizeresources. STABLELOCALECONOMY:ThecityisstrategicallylocatedintheDallas-FortWorth(DFW) metroplex,whichcontinuestooutpacethenationintotalemployment,populationandincome growth.Significanteducationandhealthcaresectorshaveprovidedastabilizinginfluencetothe localeconomy.Steadygrowthoftheemploymentbaseisreflectedinlowunemployment. DIVERSETAXBASE:TAVappreciatedmodestlyoverthelastseveralyears,ontheheelsof strongergrowththatwasconsistentwithpre-recessionregionaltrends.Thecity'sstrong transportationnetworkalongtheNorthAmericanFreeTradeAgreementcorridorhasattracted investmentthatincludeswarehousingfacilitiesandhelpedestablishthefoundationforanticipated long-termgrowth.Thetop10taxpayersrepresentmedical,manufacturing,realestate,energyand utilityinterests. HIGHDEBT:Thecity'soveralldebtisabove-average,reflectingsizableoverlappingschooldistrict issuances;however,thisissomewhattemperedbystrongcommunitysupport,growingwealth levelsandrapiddebtamortization. Thecity'sfive-yearplanincludessignificantnewdebtissuance,primarilytoupgradeagingutility assets. RATINGSENSITIVITIES Theratingissensitivetoshiftsinfundamentalcreditcharacteristicsincludingthecity'sstrong financialmanagementpracticesandabilitytoserviceutilityCOsfromenterpriseoperationswithout pressuringgeneralfundresources.TheStableOutlookreflectsFitch'sexpectationthatsuchshifts areunlikely. CREDITPROFILE Dentonanditsestimated117,400residentsliewithintheDFWmetroplex,theeconomicand culturalhubofnorthernTexaswithapopulationexceedingsixmillion. SOUNDFISCALMANAGEMENT Thecityconsistentlyoutperformsthebudgetandhasmaintainedhealthyreservesexceedingthe policytargetequalto20%ofspending.Afiscal2012operatingsurplus(aftertransfers)of$1.4 millionincreasedunrestrictedgeneralfundsto$25.8million(31.4%ofexpendituresandtransfers out).Strong13.2%salestaxgrowthandattrition-basedcostsavingscontributedtothecity's favorablefiscal2012performance. Thecity'srevenuebaseisdiversified.Primaryfiscal2012revenueswerecomprisedlargelyofad valoremtaxes(37%),salestaxes(31%),andfranchisefeesfromutilitiesoperatinginthecity (16%).Managementhasprudentlydesignatedaportionoffiscal2012franchisefeerevenue,aswell asfuturefranchisefeerevenuegrowth,tothenewlyestablishedstreetimprovementfundinan efforttoincreasestreetmaintenancefundingovertime.Basedonyear-to-dateperformance, officialsexpecttocompletefiscal2013inlinewiththebalancedbudget.Givenrecentresults,Fitch believesthisprojectionisreasonable. HIGHDEBT/ONGOINGNEEDS Thecity'soveralldebtishighat$4,815percapitaor7.4%ofmarketvalueduetohighoverlapping debtoflocalschooldistricts.Thecity'sdirectdebtincludesalargeutilityself-supporting component.Principalamortizationisrapidat70.9%within10years. Theseries2013GObondswillfundstreetimprovements,whichrepresentthefirstyearofa five-year$20millionprogram.Theseries2013COswillfundutility,solidwaste,and governmentalimprovements.Thecity'scapitalplananticipatesabout$320millionofadditional debtissuancethroughfiscal2017,primarilyforupgradestoagingutilityinfrastructure.Fitchnotes thatthemajorityofplanneddebtissuanceissupportedbythecity'senterpriseoperationsandwill monitortimelinessofraterelief. ThecityparticipatesintheTexasMunicipalRetirementSystem(TMRS),withanadequatefiscal 2012fundedratioof76.7%basedonaninvestmentassumptionof7%,andprovidesother post-employmentbenefitsOPEB)toitsemployees.Thecity'scarryingcostsincludingdebtservice, pensionandOPEBobligationscompriseamoderate16.7%oftotalgovernmentalexpenditures(net ofcapital),adjustedfordebtservicesupportfromthecity'senterprisefundoperations. STRATEGICALLYLOCATEDMETROCITY Denton'slocationattheconvergenceofI-35EastandWest,35milesfromdowntownDallasand FortWorth,andwithaccesstoairandrailtransportationhasattractedavarietyofindustriesand businessestothecity.Taxbaseexpansionoverthepastdecadereflectsasteadyinfluxof residential,retail,commercial,andindustrialdevelopment. Educationandhealthservicestopthecity'slargestemployers,offeringstabilitythroughout economicrecessionarycycles.Denton'sunemploymentrateof4.8%asofDecember2012 comparesfavorablytothatofthestate(6%)andnation(7.6%)forthesameperiod.Recent completionofthecity'stransitraillineconnectingtotheDallasAreaRapidTransitsystembodes wellforadditionaldevelopmentaroundthedowntowntransitstation. Contact: PrimaryAnalyst RebeccaMeyer Director +1-512-215-3733 FitchRatings,Inc. 111CongressAve.,Ste.2010 Austin,TX78701 SecondaryAnalyst JoseAcosta SeniorDirector +1-512-215-3726 CommitteeChairperson JessalynnMoro ManagingDirector +1-2129080608 MediaRelations:ElizabethFogerty,NewYork,Tel:+1(212)9080526,Email: elizabeth.fogerty@fitchratings.com. Additionalinformationisavailableat'www.fitchratings.com'.Theratingsaboveweresolicitedby, oronbehalfof,theissuer,andtherefore,Fitchhasbeencompensatedfortheprovisionofthe ratings. InadditiontothesourcesofinformationidentifiedinFitch'sTax-SupportedRatingCriteria,this actionwasadditionallyinformedbyinformationfromCreditscope,UniversityFinancialAssociates, S&P/Case-ShillerHomePriceIndex,IHSGlobalInsight,NationalAssociationofRealtors. ApplicableCriteriaandRelatedResearch: --'Tax-SupportedRatingCriteria'(Aug.14,2012); --'U.S.LocalGovernmentTax-SupportedRatingCriteria'(Aug.14,2012). ApplicableCriteriaandRelatedResearch Tax-SupportedRatingCriteria http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686015 U.S.LocalGovernmentTax-SupportedRatingCriteria http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=685314 ALLFITCHCREDITRATINGSARESUBJECTTOCERTAINLIMITATIONSAND DISCLAIMERS.PLEASEREADTHESELIMITATIONSANDDISCLAIMERSBY FOLLOWINGTHISLINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS.INADDITION, RATINGDEFINITIONSANDTHETERMSOFUSEOFSUCHRATINGSAREAVAILABLE ONTHEAGENCY'SPUBLICWEBSITE'WWW.FITCHRATINGS.COM'.PUBLISHED RATINGS,CRITERIAANDMETHODOLOGIESAREAVAILABLEFROMTHISSITEAT ALLTIMES.FITCH'SCODEOFCONDUCT,CONFIDENTIALITY,CONFLICTSOF INTEREST,AFFILIATEFIREWALL,COMPLIANCEANDOTHERRELEVANTPOLICIES ANDPROCEDURESAREALSOAVAILABLEFROMTHE'CODEOFCONDUCT'SECTION OFTHISSITE.FITCHMAYHAVEPROVIDEDANOTHERPERMISSIBLESERVICETO THERATEDENTITYORITSRELATEDTHIRDPARTIES.DETAILSOFTHISSERVICE FORRATINGSFORWHICHTHELEADANALYSTISBASEDINANEU-REGISTERED ENTITYCANBEFOUNDONTHEENTITYSUMMARYPAGEFORTHISISSUERONTHE FITCHWEBSITE. IndividualItemC IndividualItemD AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Electric Administration ACM: Howard Martin, 349-8232 ______________________________________________________________________________ SUBJECT Consider approval of a resolution re-appointing a member to the Board of Directors of Texas Municipal Power Agency, a Joint Powers Agency representing the City of Denton, Texas; and declaring an effective date. BACKGROUND Chris Watts has served as one of the two Directors appointed by the City of Denton to the Texas Municipal Power Agency (TMPA) for the last two years. His term will expire July 18, 2013. After careful consideration, the Council has invited Chris Watts to serve for an additional two- year term as a Director for the City of Denton on the TMPA Board. Mr. Watts has accepted the invitation for re-appointment. The term for which he is re-appointed will commence effective July 18, 2013 and end on July 18, 2015. Pursuant to concurrent Ordinance No. 75-22, TMPA requires that a resolution be passed by each member city that supports the nomination of a Director to the TMPA Board of Directors. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Chris Watts was originally appointed to the TMPA Board in October 2009. DATE SCHEDULED FOR COUNCIL APPROVAL April 16, 2013 EXHIBITS 1.Letter from TMPA concerning Chris Watts 2.Resolution Respectfully submitted: Howard Martin Assistant City Manager for Utilities Prepared by: Phil Williams General Manager Denton Municipal Electric EXHIBIT 1 EXHIBIT 2 RESOLUTION NO. 2013- _______ A RESOLUTION RE-APPOINTING A MEMBER TO THE BOARD OF DIRECTORS OF THE TEXAS MUNICIPAL POWER AGENCY, A JOINT POWERS AGENCY, REPRESENTING THE CITY OF DENTON, TEXAS; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the term of office of Chris Watts, City Council Member of the City of Denton, Texas as a member of the Board of Directors of the Texas Municipal Power Agency (“TMPA”) will expire on July 18, 2013; and WHEREAS, the City Council of the City of Denton after due consideration has selected Chris Watts, a Member of the Denton City Council of the City of Denton, as well as President of the Board of TMPA, for re-appointment for an additional two-year term to the TMPA Board of Directors, both positions he has held with distinction; and WHEREAS, effective on July 18, 2013, the City Council hereby re-appoints Chris Watts as a member of the Texas Municipal Power Agency Board of Directors; NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. Pursuant to the terms and provisions of concurrent Ordinance No. 75-22 of the City of Denton, Texas, Chris Watts is hereby appointed to an additional two-year term of office as a Director representing Denton on the Board of Directors of the Texas Municipal Power Agency, his term of office beginning on July 18, 2013 and ending on July 18, 2015. SECTION 2. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ______ day of _____________, 2013. _________________________________ MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ________________________________ PublicHearingA AGENDA INFORMATION SHEET AGENDA DATE: April 16, 2013 DEPARTMENT: Planning and Development/Community Development ACM: John Cabrales SUBJECT Hold a public hearing inviting citizens to comment on the City of Denton’s 2013Action Plan for Housing and Community Development. BACKGROUND On an annual basis, the City of Denton prepares an Action Planfor submission to the US Department of Housing and Urban Development (HUD). The Action Planserves as the City’s application forthe Community Development Block Grant (CDBG) and Home Investment Partnerships (HOME) programs. The 30-day comment period and advertisement of the Action Plan review opportunities, allows residents to comment on proposed activities and funding levels. The 2013Action Plancomment period wasadvertised as April 1 through April 30. Copies of the plan have beenavailable for citizen review in the Community Development Division office in City Hall East, 601 E. Hickory SteB, and on the City’s website. The2013Action Planincludes activities recommended for funding by the Community Development Advisory Committee(CDAC)and the Human Services Advisory Committee (HSAC). It also includes CDBG and HOME administration funding. Minutes from all CDAC and HSAC meetings are attached to the document. ESTIMATED PROJECT SCHEDULE Public comment periodApril 1 -30 CDAC andHSAC presentation to City CouncilApril 17 Public HearingApril 17 Action Plan approval May7 Submission of Action Plan to HUDJune 15 HUD release of fundsandprogram initiationAugust 1 PRIOR ACTION/REVIEW (Councils, Boards, Commissions) The Community Development Advisory Committeereviewed requests for housing and infrastructure improvements. The CDAC developed recommendations for $1,025,134in funding to be allocated to various projects. Agenda Information Sheet April 16, 2013 Page 2 The Human Services Advisory Committeereviewed requests for social services program funding. HSAC developed recommendations for use ofboth CDBG funds and City general fund dollars. Though the list of general fund recommendations is included in the 2013Action Plan, does not the approval of the Plan include approval of those recommendations. General fund recommendations will be considered during the normal budgeting cycle. HSAC recommended that $127,119in CDBG funding be awarded to various social service programs. FISCAL INFORMATION All projects and programs approved under the 2013Action Planare funded with CDBGand HOME funds and program income from the use of these funds. No general fund dollars are included in the proposed Action Plan activities. However, some general funds are used for program administration. EXHIBITS 1.CDAC Funding Recommendations Chart 1.HSAC Funding Recommendation Chart 2.2013Action Plan for Housing and Community Development Respectfully submitted: Brian Lockley Director of Planning & Development Prepared by: Barbara Ross Community Development Administrator Exhibit1 CDACFundingRecommendationsChart March 11, 2013 COMMUNITY DEVELOPMENT ADVISORY COMMITTEE FUNDING RECOMMENDATIONS FOR CDBG AND HOME FUNDS 2013/14 PROGRAM YEAR RECOMMENDATIONS 2013/14UN- FUNDINGCDBGHOMETOTALFUNDED 2012/13 APPLICATIONSREQUESTFUNDSFUNDSFUNDSBALANCE $92,000$92,000 Baldwin Water - Priority 1 Baldwin Sewer - Priority 1$97,000$97,000 1 $51,500$51,500 Ramey Water - Priority 2 Ramey Sewer - Priority 2$63,000$63,000 2$100,000$100,000$100,000$0 DAHC AHOP Kerley Water Phase 2 - Priority 3$169,000$169,000 3 $79,000$79,000 Duncan & Kerley Sewer Phase 2 - Priority 3 Kerely Water Phase 1 - Priority 4$105,000$105,000 4$96,180$17,250$17,250$78,930 Fairoaks Facility Improvements 5Fred Moore Day Nursery School Improvements$286,400$268,400$268,400$18,000 6$150,000$150,000$150,000$0 Homebuyer Assistance Program* 7Home Improvement Program*$496,485$77,436$257,345$334,781$161,704 8$110,000$110,000 Mack Park Playground Replacement 9Minor Repair Program$86,129$86,129$86,129$0 10$25,000$25,000$25,000$0 Serve Denton/Wheeler Center Playground TOTAL FUNDING RECOMMENDED $2,006,694$624,215$357,345$981,560$1,025,134 TOTAL FUNDING AVAILABLE $624,215$357,345$981,560 UNPROGRAMMED FUNDS $0$0$0 Shaded requests are HOME eligible activities Notes: Homebuyer Assistance Program: A minimum of $68,646 is needed fr Home Improvement Program: A minimum of $82,791 is needed from CD Exhibit2 HSACRecommendationsFundingChart 2013-14 Human Services Advisory Committee Recommendations for Funding 2013-14 2012-13 Funding Recommendation Funding ORGANIZATIONRequest Award General FundsCDBG Funds Camp Summit 1$2,000$20,000$2,000 Court Appointed Special Advocates (CASA) 2$10,000$15,000$15,000 City of Denton - Parks and Recreation 3$15,000$41,726$20,000 Communities in Schools 4$8,000$15,000$10,000 Denton Christian Preschool 5$22,500$28,026$25,000 Denton City County Day School 6$31,520$35,000$32,000 Denton Community Health Clinic 7NEW$50,000$7,500 Denton County Friends of the Family 8$25,000$30,000$25,000 Fairoaks of Denton, Inc. 9NEW$25,077$0 Family Health Care, Inc. 10$19,000$19,000$17,000 Fred Moore Nursery School, Inc. 11$35,000$50,000$40,000 Giving Hope - Transitional Housing 12$24,000$37,000$25,500 Giving Hope - HMIS 13$18,000$18,000$18,000 Health Services of North Texas 14$26,519$57,500$27,000 PediPlace 15$4,480$15,000$2,500 Retired Senior Volunteer Program 16$10,000$10,500$10,500 Salvation Army of Denton 17$20,000$20,000$20,000 Special Programs for Aging Needs 18$21,000$25,000$13,881$6,119 Day Stay $5,100$0 Total $297,119$511,829$189,881$127,119 Did Not Request FundsFunding2012/132013/14 General Fund $170,000189,881 CDBG Funds$127,119127,119 Total$297,119317,000 v: 03/22/13