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December 17, 2013 Agenda
AGENDA CITY OF DENTON CITY COUNCIL December 17, 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, December 17, 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 December 17, 2013. 3. Receive a report, hold a discussion and give staff direction regarding the future of Water Works Park. 4. Receive a report, hold discussion and provide direction on the consultant contract for implementation of the Road Impact Fees. 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. Consultation with Attorney — Under Texas Government Code Section 551.071 1. Consultation with the City's attorneys regarding legal advice concerning Agenda Item 6.A. where a public discussion of this legal matter would conflict with the duty of the City's attorneys to the City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 2. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with Gas Well Ordinance regulation of gas well drilling and production within the City Limits and the extraterritorial jurisdiction, including Constitutional limitations, statutory limitations upon municipal regulatory authority, statutory preemption and /or impacts of federal and state law and regulations as it concerns municipal regulatory authority and matters relating to enforcement of the ordinance. City of Denton City Council Agenda December 17, 2013 Page 2 B. Deliberations regarding Public Power Utilities: Competitive Matters — Under Texas Government Code Section 551.086. 1. Receive a presentation from Denton Municipal Electric ( "DME") staff regarding public power utility competitive, financial and commercial matters pertaining to Texas Municipal Power Agency, a Joint Powers Agency ( "TMPA "), being a generation resource owned in common by the City of Denton, Texas, which holds a 213% interest in the same; including without limitation, plans, proposals, possible revisions to the power sales contract, system improvements, fuel contracting, other contracting issues, the fixed and variable costs of operation of the generation unit, and capital improvement plans for the TMPA generation unit. Discuss, deliberate and provide staff with direction. C. Deliberations regarding Real Property — Under Texas Government Code Section 551.072; and 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 James Perry Survey, Abstract No. 1040; John Scott Survey, Abstract No. 1222; John Bacon Survey, Abstract No. 1541; and the John Davis Survey, Abstract No. 326, City of Denton, Denton County, Texas, and generally located along Western Boulevard between Airport Road and Jim Christal Road. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. 2. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests located in the M.E.P. & P.R.R. Survey, Abstract No. 1475, and the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, and located generally running north from the Spencer Electric Substations to McKinney Street. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. City of Denton City Council Agenda December 17, 2013 Page 3 3. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located (1) in the in the O.S. Brewster Survey, Abstract No. 56, located generally in the 1700 block of South Bonnie Brae Street; and (2) in the A. Tompkins Survey, Abstract Number 1246, Denton County, Texas, located generally in the 1800 block of South Bonnie Brae Street, all property interests within 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 Street Widening and Improvements project) 4. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and located generally in the 2100 block of South Mayhill Road. 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 the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. ( Mayhill Road Widening and Improvements project) D. 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, and City Manager. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOVT. CODE, §551.001, ET SE Q. (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: City of Denton City Council Agenda December 17, 2013 Page 4 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 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 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. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — Q). 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 — Q 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 adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2012 -268, prescribing the number of positions in each classification of Police Officer; providing a repealer clause; and declaring an effective date. B. Consider approval of a resolution of the City Council of the City of Denton to form a Regional Law Enforcement Mutual Aid Task Force Agreement with other area law enforcement agencies for the purpose of providing and receiving law enforcement assistance; and providing an effective date. C. Consider adoption of an ordinance accepting competitive proposals and awarding public works contract for the supply and installation of a Prefabricated Communications Shelter for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5343 — awarded to GFRC Shelters in the not -to- exceed amount of $119,637. The Public Utilities Board recommends approval (6 -0). City of Denton City Council Agenda December 17, 2013 Page 5 D. Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2013 -2014 Budget and Annual Program of Services of the City of Denton to allow for an adjustment to the Capital Improvement Program of one million seven hundred and fifty thousand dollars ($1,750,000), increasing appropriations from $323,657,313 to $325,407,313, to provide for costs associated with Phase I of the Taxilane Quebec Hanger Development Project for the City's Airport; declaring a municipal purpose; providing a severability clause; an open meetings clause; and providing for an effective date. E. 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 Airport Fund with Certificates of Obligation with an aggregate maximum principal amount not to exceed to $1,750,000 to allow for engineering and constriction services for Phase I of the Taxilane Quebec Hanger Development Project; and providing an effective date. F. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement for Aviation Engineering and Consulting Services for the City of Denton Enterprise Airport with Aguirre Roden, Inc. in an amount not -to- exceed $272,804; providing for the expenditure of funds therefor; and providing an effective date (File 5357— awarded to Aguirre Roden, Inc.). G. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional Services Agreement for Engineering Services by and between the City of Denton, Texas and Black & Veatch Corporation, for Electric Engineering Services relating to the Arco Substation as well as other Denton Municipal Electric projects; authorizing the expenditure of funds therefor; providing an effective date (File 5089 in the additional amount of not -to- exceed $781,400; aggregating a total not -to- exceed $1,345,400). The Public Utilities Board recommends approval (6 -0). H. Consider adoption of an ordinance accepting competitive proposals and awarding an initial one (1) year contract with the option to extend for four (4) additional one (1) year periods for Individual and Aggregate Stop Loss Insurance for the City of Denton's Self- Funded Health Benefits Program; providing for the expenditure of funds therefor; and providing an effective date (RFP 5425 — Individual and Aggregate Stop Loss Insurance for the City of Denton awarded to UnitedHealthcare Insurance Company, in the annual estimated amount of $1,074,789.48 for a five (5) year estimated expenditure of $5,373,947.40). L Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute the First Amendment to a Contract by and between the City of Denton, Texas, and Open Systems International, Inc. (OSI) regarding a Licensing Agreement for the Electric Reliability Council of Texas ( ERCOT) Market Interface, which is available from only one source, and is exempt from the requirements of competitive bidding under the provisions of Section 252.022, Texas Local Government Code, for software relating to bidding and pricing information for purchased power, generation and fuel, and ERCOT bids, price, City of Denton City Council Agenda December 17, 2013 Page 6 offers, and related services for purposes of supporting the Energy Management Operation of Denton Municipal Electric (DME); providing for the expenditure of funds therefor; providing an effective date (File 4074 — awarded to Open Systems International, Inc. in the additional not -to- exceed amount of $301,240, aggregating a total amount not -to- exceed $504,659). The Public Utilities Board recommends approval (6 -0). J. Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on both sides of Fry Street from its intersection with Oak Street to its intersection with Scripture Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date.. The Traffic Safety Commission recommends approval (5 -0). K. Consider adoption of an ordinance of the City of Denton, Texas authorizing and approving a Memorandum of Understanding by and between the City of Denton, Texas and Mesquoakee, LLC, a Texas limited liability company for the provision of electric services for the development known commonly as the Hills of Denton; providing the City Manager with authority to perform said Memorandum of Understanding and to expend funds as necessary; providing for an effective date. The Public Utilities Board recommends approval (6 -0). L. Consider adoption of an ordinance of the City of Denton, Texas authorizing and approving the third extension to the agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" originally entered into on the 5th day of June, 2007, said third extension being entered into by the City and MESQUOAKEE, LLC., the present owner of record of the affected realty; providing the City Manager with authority to perform said third extension and to expend funds as necessary; providing for retroactive confirmation and approval thereof. The Public Utilities Board recommends approval (6 -0). M. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute Amendment No. 3 to Tower Lease, by and between the City of Denton, Texas and Dallas, MTA, L.P., d /b /a/ Verizon Wireless respecting certain tower space on the McKenna Park Tower; providing for the expenditure of funds therefor; providing for an effective date. The Public Utilities Board recommends approval (6 -0). N. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to surrender to DRP Country Lakes, LLC that certain irrevocable standby letter of credit dated October 1, 2009 drawn on J.P. Morgan Chase Bank in the amount of $176,143.93 in which Wynne /Jackson Lakes Development, L.P. is the applicant and the City of Denton, Texas is the beneficiary; and further releasing DRP Country Lakes, LLC, a successor real property owner to Wynne /Jackson Lakes Development, L.P. from any financial obligation regarding that certain letter agreement dated December 29, 2000 by and between the City of Denton and Wynne /Jackson Lakes Development, L.P.; authorizing the acceptance City of Denton City Council Agenda December 17, 2013 Page 7 of a replacement irrevocable standby letter of credit from the present owner of that certain real property being generally known as Country Lakes, in the City of Denton, Texas, Bloomfield Homes, L.P., in the amount of $176,143.93; providing an effective date. O. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute an Easement Purchase and Abandonment Agreement (herein so called), as attached hereto and made a part hereof as Exhibit "A ", by and between Terrano Realty, Inc., a Texas corporation (the "Owner "), and the City of Denton (the "City "), regarding the sale by Owner and purchase by the City of three easements consisting of 4.499, 0.223, and 2339 acres, respectively, being situated in the M.E.P. & P.R.R. Survey, Abstract No. 1475, and the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, located generally running north from the Spencer Electric Substations to McKinney Street, for the public use of expansion, constriction, maintenance, operation, and improvement of electric transmission and distribution lines, facilities, and strictures (herein, the "Project"), for the combined purchase price of Four Hundred Fifty Four Thousand Two Hundred Forty Three and No /100 Dollars ($454,243.00); authorizing the City Manager, or his designee, to execute and deliver any and all other documents necessary to accomplish closing of the transaction contemplated by the Easement Purchase and Abandonment Agreement; authorizing the expenditure of funds, therefor; and providing an effective date. (69kV Transmission Line Re -build Project) The Public Utilities Board recommends approval (6 -0). P. Consider approval of the minutes of: October 1, 2013 October 7, 2013 October 14, 2013 October 15, 2013 October 22, 2013 October 29, 2013 November 4, 2013 November 5, 2013 Q. Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of two (2) NP3231 8 -inch pumps for the City of Denton Cooper Creek Pump Station, which are 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 5431 awarded to Xylem Water Solutions USA, Inc. in the not -to- exceed amount of $62,741.35). The Public Utilities Board recommends approval (6 -0). 5. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. Consider adoption of an ordinance finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain (i) fee simple to the City of Denton City Council Agenda December 17, 2013 Page 8 surface estate, with waiver of surface use related to the mineral estate, of a 0.08 acre tract, (ii) a utility and slope easement, encumbering 0.03 acre, (iii) a slope easement, encumbering 0.01 acre; and (IV) a temporary constriction, grading and access easement, encumbering 0.01 acre, for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway located in the City of Denton, Texas, generally located in the 1800 block of South Bonnie Brae Street and situated in the A. Tompkins Survey, Abstract No. 1246, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A ", attached to the ordinance and made a part thereof (collectively, the "Property Interests "); authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; authorizing the expenditure of funds therefor; making findings; providing a savings clause; and providing an effective date. (Parcel 18 - Thomas - Bonnie Brae Widening and Improvements project) 6. PUBLIC HEARINGS A. Hold a public hearing and reconsider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Neighborhood Residential 2 (NR -2) zoning district and land use designation to a Neighborhood Residential 3 (NR -3) zoning district and use classification on approximately 75.3 acres of land located on the south of Ryan Road, north of the Kansas City Southern Railroad, approximately 950 feet east of FM1830 and approximately 800 feet west of Forrestridge Drive, 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 (Z13 -0006, Kelsoe Tract). The Planning and Zoning Commission recommends approval (6 -1). The City Council previously denied (3 -3). B. Continue a public hearing and consider adoption of an ordinance of the City of Denton, Texas amending Subchapter 22 of the Denton Development Code, pertaining to certain definitions and to the sequence of permits necessary for constriction, drilling, and production activities; providing a cumulative clause; providing a severability clause; providing for a penalty; and an effective date. The Planning and Zoning Commission recommends approval (7 -0). (DCA13- 0003) 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; City of Denton City Council Agenda December 17, 2013 Page 9 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. 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.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349 -8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1- 800- RELAY- TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Parks and Recreation CM/ ACM: John C. Cabrales, Jr. r SUBJECT Receive a report, hold a discussion, and give staff direction regarding the future of Water Works Park. BACKGROUND The Aquatics Center is a joint Denton Independent School District (DISD) and Parks and Recreation Department facility. It consists of the outdoor Water Works Park (WWP) that contains four slides, a continuous river, a small children's pool, and an indoor Natatorium with a 25 -yard competition pool, and a smaller leisure pool with a slide. The operating agreement for this facility calls for any revenue in excess of operating expenses from the WWP to be used to offset operating losses at the Natatorium. It was anticipated that the Natatorium would operate at a deficit because its primary use is training and competition for DISD athletics, not revenue generation. Although the WWP has generated small amounts of revenue in excess of operating expenses in most years, the total shortfall has averaged $777,414 per year for the last 4 years. Per the operating agreement, the DISD reimburses the City of Denton for 50% of that loss. Several factors at the WWP have served as limiting factors for expanded revenue: • There is no outdoor pool. Many adults would like to sit in the water while supervising their children. The only option currently available is the continuous river, which can become very crowded on busy days. • The limited number of elements at the WWP results in children about 8 -10 years of age becoming bored and not wanting to extend their visit or come for a return visit. This not only reduces entrance revenue but also reduces the per capita concession revenue. • Most water parks and amusement parks try to add or upgrade an amenity every other year in an attempt to keep the park new and exciting. The only significant change to WWP was the replacement of the yellow, speed slide in 2010, after it was damaged by a drink driver. That replacement was funded using Parks gas well revenue. Guests at the WWP frequently stop staff and ask when new amenities are scheduled to be added. The amenities most requested are an outdoor pool, a large interactive play stricture, and a concession facility with a broader menu. Agenda Information Sheet December 17, 2013 Page 2 • When the Aquatic Center was constricted, the full -serve concession area was value engineered out of the project. For ten years, the food concession has operated from a small trailer that no longer complies with City codes. A temporary concession facility will be constricted at the WWP this winter that will meet all codes. Constriction will be funded with Parks gas well revenue. Concessions are the second leading source of revenue in a water park. The standard goal for concession spending at a water park is $2.50 per capita. The WWP average is 42 cents per capita. OPTIONS • Continue to operate the Aquatics Center as a subsidized community facility with no further capital investment. • Constrict additional elements in the WWP that will attract more teens and adults and extend their stay. This will provide a recreational amenity for older children and adults and also increase revenue and reduce the operating shortfall. RECOMMENDATION Staff recommends moving forward with efforts to secure funding to add a wave pool, an interactive play stricture, and a permanent concession facility to the WWP. FISCAL INFORMATION The Parks and Recreation Department has requested that $4.2 million be included in the 2014 CIP Program to add a wave pool, an interactive play stricture, and a permanent concession facility to the WWP. EXHIBITS Power Point presentation of Patron Survey Respectfully submitted: &" . #A • 0 W4� N�5- Emerson Vorel Director Purpose WWP Survey The MIWP Survey was created to serve two purposes: Determine customer satisfaction of the current facility Determine what customers want to see in the future CIP for WWP in the areas of new attractions and concessions r Data I� I I� 1 r S Jf / I. % In- Person Surveys August lath - September 2nd Online Surveys September lath - Septerr Total Surveys: 661 1. How did you hear about Water Works Park? TV commercial PLAY! Guide newspaper /magazine DISD Facebook Billboard Website Other z. What additional aquatic programs have you or your family participated in? Swim lessons Water exercise !Aquatic camps Lifeguard courses Party rental Other I If offered, would you be interested in renting a private cabana? yes no 4. Please rate the following: 5. What additional items would you like to see in the gift shop? 6. What additional items would you like to see in concessions? 7. Where do you live? S. Are you a season pass holder? q. Please rank the water attractions below in order of interest from 1 to 5, with i being the most desired. Wave Pool Wave Rider Loop Slide Play Structure Mat Racer Other: Marketing Resultj How' Did They Hear About Water Works Park.? IIIIIIIIIII PLAY! Guide COD Website Friends /Family Newspaper/Magazine f DIED htititi57777711�1 TV' Cammercial Billboard ■ Fac,ebook Chart shows percentages of each choice Aquatics rl I� J rl II rl 'what Programs Have You Pdartlelpated In.' ME Swim Lessens Party Rentals Water Exercise LifegUard Classes Aquatic Camps Chart shows percentages of each choice Which Type of New Attraction Was Most Preferred? I1111111f111 Wave Pool 11111 1 Play Structure Loop Slide Wave Rider Mat Racer Chart shows percentages of each choice Mv �J f p %`' ,.,,,' Play Structure Loop Sfide ,f ��� � �� f � .. �� %�I J, Ir��I J, / 1 �'i�� � III, �'i�� �, "' Customer Satisfaction i 250 200 150 Ioo 50 0 Concessions Stand Menu - Average 3.2 Unsatisfactory Marginal Satisfactory Good Excellent (1) (2) (3) (4) (5) Numbers in graph indicate the amount of people who voted for each category "' Customer Satisfaction i 300 250 244 1,50 7,ao 50 4 Gift Shop Items - Average 3.4 Unsatisfactory Marginal Satisfactory Good Excellent (i) (2.) (3) (4) (5) Numbers in graph indicate the amount of people who voted for each category Cr% ustomer Satisfaction l Facility Cleanliness - Average 3.8 Unsatisfactory Marginal Satisfactory Good Excellent (1) (2) (3) (4) (5) Numbers in graph indicate the amount of people who voted for each category Customer S Survey Ease of Purchasing Admission Tickets - Average 4 Unsatisfactory Marginal 'Satisfactory Good Excellent (I) (2) (3) (4) (5) Numbers in graph indicate the amount of people who voted for each category Customer S Survey 150 1,00 50 0 Professionalism/Friendliness of Guest Services Average 4.1 Unsatisfactory Marginal 'Satisfactory Good Excellent (1) (2) (3) (4) (5) Numbers in graph indicate the amount of people who voted for each category Cr% ustomer Satisfaction l Professionalism /Friendliness of Lifeguards Average 4-1 'Unsatisfactory Marginal 'Satisfactory Good Excellent (I) (z) (3) (4) (5) Numbers in graph indicate the amount of people who voted for each category Would You, Be Interested In Renting a Private Cabana.' mm- MRA Additional Suggestions Attractions * Outdoor Pool — 45 comments * Two-Person Slide — 9 comments * More under 42" rides — 8 comments Other Requests • Needs more attractions to be competitive — 23 comments • More shaded areas — 22 comments • Not enough for older kids/adults — 18 comments • Make the concrete less hot — 17 comments AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: City Manager - Administration ACM: Howard Martin, 349 -8232 lk%11_ SUBJECT Receive a report, hold discussion and give staff direction on the consultant contract for implementation of the Road Impact Fees. BACKGROUND Staff had made presentations to the City Council in December 2011, February 2012, and September 2013 on Road Impact Fees. In the September 2013 presentation, City Council directed staff to get input from the Developer's Committee before proceeding with engaging a consultant for implementation of the impact fees. Staff made a presentation to the Developer's Committee on November 15. The Developer's Committee gave unanimous support on proceeding with the road impact fees with request that there be presentations to the Developer's Committee during progress of the implementation of the impact fee study. Staff engaged the consulting engineering firm of Kimley -Horn and Associates, Inc (KMH) to submit a proposal for the impact fee study. City had purchased the rough proportionality model from KMH in 2009, and staff has been using this model for street exactions when a request for proportionality is submitted by the developers. This rough proportionality model will be an integral part of the impact fee ordinance. In addition KMH has provided road impact fee services to Fort Worth, San Antonio, Frisco and many other cities in Texas and around the country. As such, KMH is eminently qualified, and being that its rough proportionality model is an integral part of the city's road exaction process staff has turned to KMH to provide these services. KMH submitted the proposal for implementing road impact fees (Exhibit 1). Highlights of the KMH proposal are listed below; 1. Project Initiation and Management 2. Land Use Assumptions 3. Master Plan Review and Impact Fee Capital Improvements Plan (CIP) 4. Maximum Fee Calculations and Rate Analysis 5. Roadway Impact Fee Study Document and Adoption Process 6. Administration Tools KMH will initiate a kick off meeting, and then conduct ongoing bi- weekly meetings to communicate, gather information, to obtain staff input and for status updates. KMH will prepare existing, build -out and then the 10 -year land use assumptions for the 2014 — 2024 planning window. Based on the Mobility Plan, KMH will analyze the existing capacity of the roads and project the capacity requirements for the 10 -year impact fee planning window based on the traffic generated from the 10 -year land use assumptions. Based on the existing capacity available and the projected capacity required, KMH will develop a 10 -year impact fee capital improvements plan that will include the extents of the projects and the estimated costs. The 10- year land use assumptions and the impact fee capital improvement plan are then presented to and adopted by the Capital Improvements Advisory Committee (established by City Council Ordinance) and the City Council in public hearings. Pursuant to the adoption of the land use assumptions and impact fee capital improvements plan, the proposed resultant road impact fees are adopted by the council. Subsequently, as part of the administrative implementation of the road impact fees KHA will create a Road Impact Fee estimator spreadsheet tool to assist in calculating a development's transportation impact fees based on the impact fee rates adopted. In addition, based on the ordinance adopted, KHA will update the existing roadway rough proportionality worksheet. This updated worksheet will capture the City's existing rough proportionality policies and the potential use of the maximum roadway impact fee as a basis for making rough proportionality determinations. KMH proposes to provide these services at an estimated cost of $276,500. Staff has reviewed the scope and the cost proposal and finds it acceptable for the level of effort required to conduct the study. The FY2014 budget includes $300,000 for implementation of the road impact fees. OPTIONS 1. Provide direction to accept the proposal from KMH and bring the professional services contact back for approval 2. Reject the proposal from KMH and direct staff to request proposals from other consultants. RECOMMENDATION Staff recommends City Council direction on proceeding with the KMH proposal as presented. PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 5, 2011: Staff presentation to the City Council regarding supplemental street funding February 6, 2012: Staff presentation to the City Council to provide an update regarding supplemental street funding September 10, 2013: Staff presentation to the City Council to provide an update and seek direction regarding supplemental street funding November 15, 2013: Staff presentation of proposed road impact fees to the Developer's Committee EXHIBIT 1. KMH Proposal for implementation of Road Impact Fees Respectfully submitted, P-2 . g�7 P. S. Arora, P.E. DRC Engineering Administrator Assistant Director Wastewater ■ 0 MM F1Kimloy -Horn and Associates, Inc. Via Electronic Mail Re: Roadway Impact Fee and Rough Proportionality Policy Development Dear Mr. Arora: Kirnley -Horn and Associates, Inc. (KHA) is pleased to submit this Letter Agreement to the City of Denton, Texas ("Client" or "City ") to provide professional services to develop a roadway impact fee and rough proportionality policy for the City of Denton. Our project understanding, scope of services, schedule, and fee are below. Project Understanding Kimley -Horn and Associates, Inc. (KHA) understands the goal of this project is to lead in the development and implementation of a roadway Impact Fee and Rough Proportionality Policy for the City of Denton (City). This scope of services will provide the City with the technical analysis required by Chapter 395 of the Texas Local. Government Code to determine the maximum assessable roadway impact fee that may be assessed. In addition, KHA will provide the City with assistance with the integration of the proposed impact fee policy with Rough Proportionality along with the various presentations required during the Impact Fee public hearing and adoption process. We understand the City is currently working on an update to the City's Comprehensive Plan. To conduct the land use assumptions analysis, KHA will utilize available information from the currently on -going Comprehensive Plan, the Future Land Use Plan, the existing zoning map, and the land use assumptions recently developed for the Water and Wastewater- Irrrpact Fee Update. KHA will utilize the currently adopted Mobility Plan as the basis for the Impact Fee Capital Improvement Plan. Any analysis related to amending the City's Future Land Use Plan, Mobility Plan, or a change to the roadway impact fee study resulting from an amendment to the Future Land Use Plan or Mobility Plan following a notice from the City to use one or both of these documents, will be considered additional services. N December 5, 2013 suite loco 12750 Merit Drive Mr. P.S. Arora, P.E. Dallas, Texas DRC Engineering Administrator 75251 City of Denton TEL 972 7701300 221 N. Elm. Street Denton, TX 76201 Re: Roadway Impact Fee and Rough Proportionality Policy Development Dear Mr. Arora: Kirnley -Horn and Associates, Inc. (KHA) is pleased to submit this Letter Agreement to the City of Denton, Texas ("Client" or "City ") to provide professional services to develop a roadway impact fee and rough proportionality policy for the City of Denton. Our project understanding, scope of services, schedule, and fee are below. Project Understanding Kimley -Horn and Associates, Inc. (KHA) understands the goal of this project is to lead in the development and implementation of a roadway Impact Fee and Rough Proportionality Policy for the City of Denton (City). This scope of services will provide the City with the technical analysis required by Chapter 395 of the Texas Local. Government Code to determine the maximum assessable roadway impact fee that may be assessed. In addition, KHA will provide the City with assistance with the integration of the proposed impact fee policy with Rough Proportionality along with the various presentations required during the Impact Fee public hearing and adoption process. We understand the City is currently working on an update to the City's Comprehensive Plan. To conduct the land use assumptions analysis, KHA will utilize available information from the currently on -going Comprehensive Plan, the Future Land Use Plan, the existing zoning map, and the land use assumptions recently developed for the Water and Wastewater- Irrrpact Fee Update. KHA will utilize the currently adopted Mobility Plan as the basis for the Impact Fee Capital Improvement Plan. Any analysis related to amending the City's Future Land Use Plan, Mobility Plan, or a change to the roadway impact fee study resulting from an amendment to the Future Land Use Plan or Mobility Plan following a notice from the City to use one or both of these documents, will be considered additional services. IIUu °w Kimley -Horn Mr. PS Arm, December 5, 2013, . Page 2 and Associates, Inc. This project is anticipated to include the following components: 1. Project Initiation and Management 2. Land Use Assumptions 3. Master Plan Review and Impact Fee Capital Improvements Plan (CIP) 4. Maximum. Fee Calculations and Rate Analysis 5. Roadway Impact Fee Study Document and Adoption Process 6. Administration Tools Scope of 'Services If services beyond those defined in this scope are to be required, KHA will confer with the Client to receive further authorization before such additional services are performed. Task 1 — Project Initiation and Mana eg ment A. Project Kick -Off Meeting and impact Fee 101. KHA will meet with the City "f; r a fo " "rrMal "Icicle -off meettrtg fa"""r" the Roadway "lin(a- Fee pr©ject. """ During this meeting the scope and City contacts will be determined for each task. KHA will present an Impact Fee 101 to City staff during this meeting. B. Project Team Status Meetings and Coordination. KHA will participate in bi- weekly (once every other week) meetings with City staff. These meetings will be held on specific days and times as agreed by the City. A maximum of two hours will be anticipated for each meeting. These may be either in- person calls or conference calls. KHA will prepare notes from each meeting and submit to the City Project Manager for review and approval. A maximum of twelve meetings will be held. It is anticipated that the work will be completed within six (6) months. C. Project Status Re orts. KHA will prepare and submit monthly status reports regarding the overall project schedule, critical tasks, and subconsultant coordination in conjunction with each rnonthly invoice. D. Service Areas. KHA will meet with the City to develop the roadway impact fee service area boundaries within the existing City limits consistent with the six (6) mile limit required by law. KHA anticipates approximately eight (8) service areas will be required for roadway impact fees. Task 2 Land Use Assumptions A. Data Collection. KIIA will coordinate with the City to obtain the following data: Kirnley -Horn Nor. PS Atora, December 5, 2013, Page 3 I and Associates, Inc. • City Contacts The City shall provide the organization structure and contact information for the applicable City staff involved with the land use assumptions. • Comprehensive Master Plans The City shall identify and provide the City's most recent comprehensive master plans. • Building Permit History — The City shall provide KHA with available building permit history (both residential and non - residential) for the previous ten (1.0) years. • Currently adopted Land Use Assumptions for Water and Wastewater Impact Fees. • Maps -- The City shall provide KHA with available GIS shapefiles, associated databases, and layer files in ESRI ArcGISIO.x format. All data shall be projected in NAD 83 State Plane, South Central Texas ;Lone coordinates. Data should include: • Current Zoning Map; • Future Land. Use Plan Map; • City f County Parcel Data; • Most recent digital. orthophotograph (DO�Q) of the City. B. Existing Land Use Assumptions. KHA will prepare the existing land use information in a format suitable to the City for use in the roadway impact fee policy development. The information will be presented in tabular form by service area. For each service area, population (persons and number of dwelling units) and employment (amount of square footage of basic, service, and retail land uses) will be summarized. The existing land use assumptions will be completed for the year 2014. C. Build -Out Land Use Assumptions. KHA will develop the build -out. demographics (population and employment) within the existing City Limits in tabular format for each service area. For each service area,. population (persons and number of dwelling units) and employment (amount of square footage of basic, service, and retail land uses) will be summarized. D. Ten -Year Land Use Assumptions. Chapter 395 states that impact fees may only be used to pay for items included in the Impact Fee capital improvements plan and attributable to new service units projected over a period of time not to exceed ten (10) years. Based on guidance from the City regarding projected development patterns and growth rates, KHA will develop the Ten -Year Land Use Assumptions for the 2014 — 2024 planning window. Based upon the data collected in Task 2,A, the percentage of the projected build -out can be utilized to assist in this task. KHA will complete the demographic table for each service area. Kimley -Horn Mr. Ps Ar�e�ra, December S, 2013, Page 4 111 uuuuu IIIIIIIIIIIIIIIIIIII�IIIIIIIIIII and Associates, Inc. E. Documentation. I {.I7A will incorporate the Land Use Assumptions information prepared by the City into the final Impact Fee Report. No separate documentation will be completed for the land use assumptions. F. Meetings. KHA will prepare for and attend the following meetings in addition to those identified in the scope above: • KHA will attend two (2) meetings with City staff to discuss and review the proposed. Land Use Assumptions. It is anticipated that four (4) service areas will be discussed at each meeting, G. Deliverables. No specific deliverable will be prepared for this task; the Land Use Assumptions will be incorporated into the final Impact Fee Study report. Task 3 — Master Plan Review and impact Fee Capital Improvements Plan (CIP) A. Data Collection. MIA will coordinate with the City to obtain the following data: • City contacts — City shall provide the organization structure and contact information for the applicable City staff involved with the completion of the roadway capacity analysis and roadway impact fee CIP. • Mobility Plan The City shall provide KHA the most recent mobility plan adopted by the City in GIS format. KHA will utilize the mobility plan as is currently adopted. Any analysis related to updating the City's currently adopted Mobility Plan will be considered additional services. • Traffic Counts The City shall provide any available data (current and historical) for all roadway segments on the current Mobility Plan. KHA will obtain recently completed traffic counts for state highway facilities from TxDQT. KHA will collect new traffic count data at up to eighty (80) locations (approximately 10 per Service Area) within the City for use in the roadway impact fee study, • Historical Project Costing Information — The City shall provide KHA with available data on the actual City costs for previously completed arterial roadway improvement projects to assist in the development of planning level project costs for future projects and to include any project costs for previously completed projects with excess capacity available to serve future growth, B. Master Plan Review. KHA will review the currently adopted roadway Mobility flan to verify if modifications are needed prior to formulating the Roadway Capital Improvement Plan. Modification will be provided :1Ulll1111 Kimley --Horn Mr. PS Arora, December 5, 2 013, Page 5 . and Associates, Inc. with the recommendations from City staff. The City staff will perform the necessary tasks to have the revised Mobility Plan adopted by City Council (if necessary). C. Ten -Year Growth Projections and Capacity Analysis. • In consultation with City staff, KHA will review the current land use equivalency table and determine land use categories to be included or excluded in the land use vehicle -mile equivalency table. • KHA will identify the service units for new development and the average trip length. Using the 9'" Edition of the Institute of Transportation Engineer's (ITE) Trip Generation Manual, KHA will incorporate trip generation and pass -by trip rates. • KHA will perform an analysis of existing conditions. This will include a determination of roadway capacities, volumes, vehicle - miles of supply, vehicle -miles of demand, existing excess capacity, and existing deficiencies. • KHA will project traffic conditions for the ten -year planning period, _ ... target" "year "forth impact" "fey " "g "r " "o " "vvth pi�cijectxori "s ". This" will ............... include growth and new demand for each service area established in Task 2. KHA will determine the capacity available for new growth. D. Roadway Impact Fee Capital Improvements Plan. KHA will assist the City to develop a Roadway Impact Fee Capital Improvements Plan which will include cost projections for anticipated projects to be included in the study. The Roadway Impact Fee Capital Improvements Plan will include existing oversized facilities and proposed facilities designed to serve future development. The Roadway Impact Fee Capital Improvements Plan shall include a general description of the project and a project cost projection. Planning level cost projections for future projects will be prepared based on discussion with local roadway construction contractors, City staff, and previous KHA experience with roadway construction costs. The City shall provide KHA with actual City cost information for previously completed projects with excess capacity and any cost contribution to County, State, Federal, or developer constructed projects (see Task 3.A). Due to the variety of unknowns associated with roadway project costs projections (ROW acquisition, utility relocations, etc.), the planning level project cost projections utilized in the roadway impact fee analysis should not be used for any future capital improvement planning within the City. Kirnley -Horn Mr. Ps term, December 5, 2713, Page 6 and Associates, Inc. KHA will identify the portion of projected improvements required to serve existing demand and the portion of project improvements required to serve new development within the I O -year planning period. E. Meetings. KHA will prepare for and attend the following meetings: Two (2) meetings with City staff to discuss and review the Roadway Impact Fee CIP. F. Deliverables Roadway Impact Fee CIP Review Packet (which will be included within the Appendix of the final report) Task 4 — Maximum Fee Calculation and Rate Analysis A Pre� Cr"edit"M,axlm11um Ass "e " "ssa 151, c "Roo vv " "a " "" Ism ...act Fec...Cal,&Wd""tiari:.... Using the newly developed ten -year growth projections, roadway impact fee capital improvements plan, and capacity available for new growth, KHA will determine the cost of roadway improvements by service area, the maximum costs per service unit, and the resulting pre- credit maximum assessable roadway impact fees by service area. KIIA will incorporate the financial analysis performed in Task 4.B. to determine the maximum assessable impact fee per service unit. B. Financial Analysis. Using the impact fee eligible capital improvement costs and projected service units, a financial subconsultant will calculate maximum assessable full -cost recovery impact fees for the designated . ten -year period for roadway facilities. The financial subconsultant will provide forecasted cash flows for the maximum assessable impact fee for the ten -year period based on projected capital improvement program's implementation schedule (if available) and growth in projected service units. KHA will work in conjunction with the financial subconsultant to incorporate the Capital Improvements Plan identified in Task 3.1). C. Meetings. KT -lA will prepare for and attend the following meetings: • Two (2) meetings with City staff to review the proposed Maximum Assessable Roadway Impact Fees and discuss the financial analysis task. D. deliverables W11''=Fj Kimley ®Hor'n Mr. PS .Agora, December 5, 2013, Page 7 I1kh and ,associates, Inc. No specific deliverable will be prepared for this task; the Maximum. Fee Calculations and Rate Analysis will be incorporated into the final Impact Fee Study report Task 5 — Roadway Impact Fee Study Document and Adoption Process A. Roadwa y Documentation. KIIA will provide both a draft and final. Roadway Impact Fee Report. The report will include: • Land Use Assumptions; • Service areas; • Roadway CIP; • Narrative of the impact fee methodology; • Impact fee calculations; • Land Use Vehicle -Mile Equivalency Table; and • Supporting Exhibits. KHA will review the proposed Roadway Impact Fee Ordinance as prepai "e y " " " " "t "e " 'ity Attoi riey;...It is aliticipdte t e O1ty Attorney will require exhibits from the Roadway Impact Fee Report to be included in the ordinance. We recommend the City coordinate with their Attorney to ensure they will be able to prepare the ordinance during Task d. B. Deliverables Electronic (.pdf) copy of the Draft Roadway Impact Fee Report; and Five (5) 8.5" x I I" hard copies of the Draft Roadway Impact Fee Report Upon final approval of the Roadway Impact Fee Analysis and new ordinance by the City Council, KFIA will provide five (5) 8" x I I" originals and one (1) electronic (.pdf) copy of the Final Roadway Impact Fee Report. C. Adoption Process KHA will collect information on actual roadway impact fees collected for up to six (6) benchmark cities for up to three (3) different land uses (likely residential, commercial, and industrial land uses). This information will be provided to the City in electronic (.xls) tabular fonnat for use in the development of comparison tables. It is anticipated that a representative from KHA will prepare for and attend each of the following meetings: 1:=F1 Kimley -Horn Mr. P,S Arora, December 5, 2013, Page & ME and Associates, Inc. • One (1) City Council workshop to present the proposed Service Areas; • Up to five (S) stakeholder, Capital Improvements Advisory Committee (CIAO), City Council, or other committee meetings; • One (1) CIAC workshop to present fundamentals of Roadway Impact Fees, a summary of the Roadway Impact Fee methodology, Land Use Assumptions, and the CIP and Maximum Assessable Roadway Impact Fees; • Two (2) CIAO public hearings to present the Land Use Assumptions, CIP, and Maximum Assessable Roadway Impact Fees; • One (1) City Council workshop to present fundamentals of Roadway Impact Fees, a summary of the Roadway Impact Fee methodology, Land Use Assumptions, and the CIP and Maximum Assessable Roadway Impact Fees; Two (2) City Council public hearings to present the Roadway Impact Fee, including the Land Use Assumptions, Roadway Impact Fee CIP and Maximum. Assessable Impact Roadway Fees; and ..m One. (1) Cityy Council_meeting.wheremit -a opts .the dinance. andA establishes the actual. Roadway Impact Fees. Task 6 --- Administration Tools A. Estimator Worksheet. MIA, will create a Roadway Impact Fee estimator spreadsheet tool to assist in calculating a development's transportation impact fees based on the impact fee rates adopted in Task 5. B. Rough Proportionality Worksheet. Based on the ordinance adopted in Task S, I TIA will update the existing roadway rough proportionality worksheet. This updated worksheet will captures the City's existing rough proportionality policies and the potential use of the maximum roadway impact fee as a basis for making rough proportionality determinations. Additional Services K.HA's preparation for and attendance at any additional meetings per Client direction, as well as any additional analyses, will be considered Additional Services. Compensation for additional services will be agreed to prior to their performance. Such services shall include, but are not limited to, the following: • Analysis related to amending the City's Mobility Plan. • Preparation for and attendance at additional public meetings not specifically identified in the Scope of Services, • Furnish additional copies of documents in excess of the number of the same identified in the Scope of Services. E�, M11 imi y -Horn Mr, PS ATM, December 5, 2013, Page 9 and Associates, Inc. Reanalysis or recalculation to reflect project scope changes or policy changes requested by the City} addressing changes in direction previously approved by the City, or mandated by a change in governmental laws. Information Provided By Client All basemapping data, historical building permit information, band Use Assumptions information, and CIP project cost information for completed projects used in the analysis shall be provided by the Client. KHA shall be entitled to rely on the completeness and accuracy of all information provided by the Client. Schedule Tasks 1 through 4 will be completed within six (6) months following receipt of a. signed copy of this Letter Agreement. Task 5 will proceed in accordance with the requirements of Chapter 395 of the Texas Local Government Code. Task 6 vii] be cotnpieted within one (1) month following adoption of the impact ordinance. Additional services, if desired, will be performed in a timely manner upon authorization by the Client. Il0lllo�u� Kim ley-Horn Illl ��� u����������n . IIIIIIIIIIIIIIIIIIIIIIIII�II�II��I�I� and Associates, Inc. Fee and Billing Mr. PS Arora, December 5„ 2013, Page 10 KHA will perform the services described in the Scope of Services for a dump sum by task amount that totals $276,500, The not to exceed fee per task is presented below- Fees will be invoiced monthly based upon the percentage of services completed as of the invoice date. Payment will be due within 25 days of the date of the invoice. Task 1 Project Initiation and Management A., Project Kick-Off Meeting and lrnpactFee 101 5 5 20 1 2 13 $ 1,675.00 B. Project Team Status Meetings and Coordination 24 4 10 24 52 $ 6,420.00 C. Project Status Reports 2 1 4 1 30 3 0 0 5 $ 585.00 D_ServiceArcas....... ........ ........ .... ................ .. ....,..._. ... ....................5. _ _....,,,.Z........ ...... _ _._3.— . -. .. 38 — t0—..5.._L,320.00- $ 776.100.00 36 11 0 30 1 2 80 $ 10 „000.00 Task 2 Land Use Assumptions A. Data Collection 2 1 2 5 $ 38'5.00 B. Existing Land. Use Asstunptions 9 1 40 50 $ 5,580.00 C. Bu ld Out Land Use Asstanptions 8 1 40 49 $ 5,445.00 D. Ten -Year land Use Assumptions 3 1 40 44 $ 4 „770.00 '..... E. Documentation 1 1 3 5 $ 615.00 F. Meetings 8 6 14 $ 1,71,0.00 G. Deliverables 1. 2 3 6 $ 495.00 ''.. 30 4 0 133 1 5 173 $ '.. Task 3, Master Plan Review and Roadway Impact Fee CIP A. Data Collection (Sub at$11,500) 2 4 2 7 15 $ 12,730,00 B. Master Plan Review 24 12 36 $ 5,220.00 C. Ten -Year Cnowda Projections and Capacity Analysis 10 32 42 $ 5,0300 D. Roadway impact Fee Capital. lmptovements Plan. 320 80 640 1,040 $ 130,000.00 E. Meedngs 10 8 8 26 $ 3,590.00 F. Deliverables 1 3 9 13 367 100 687 0 2... 16 1,1.72 $ 157,500,00 Task 4: Maximum Fee Calculations and hate Analysis 0 A. Pre - Credit Maxi ntum Assessable Roadway Impact Fee Calculation 20 6 6 1 1 34 $ 4,445.00 B. Financial Analysis (Sub at $36,800) 20 6 6 1 33 $ 41,1.70.00 C. Mectings 8 8 16 $ 2.,40Q00 D. Deliverables 6 3 6 1 16 $ 1,985,00 54 23 0 18 1. 3 99 $ 50,000.00 Task 5; Roadway Impact Fee Document and Adoption Process 0 A. Doctruent 30 5 70 1 6 112 $ 13,3000 B. Deliverables (Expense at $265) 4 10 6 20 $ 2.,255,00 C. Adoption Process (1.3 meetings) 65 39 19 10 133 $ 18,445.00 99 44 99 10 1 12 265 $ 34,000.00 k 6: Adminstrative Tools Estimator Worksheet 7 2 20 29 $ 3,575.00 Routfr. Proportionality Waikslieet 7 2 10 19 $ 2.,425.00 14 1 4 1 30 0 0 0 $ 6,000,00 Grand Total €{oars 600 186 816 1 191 6 38 1 .837 $ 776.100.00 Kimle ®Horn Mr. PS Mora' Deeembei 5 2013, Page 11 and Associates, Inc. Closure In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions, "Consultant" shall refer to Kimley -Dorn and Associates, Inc., and "Client" shall refer to the City of Denton. KHA, in an effort to expedite invoices and reduce paper waste, offers its clients the option to receive electronic invoices. These invoices come via email in an Adobe PDF format. We can also provide a paper copy via regular mail if requested. Please select a billing method from the choices below: Please email all invoices to Please email invoices to �' Ja, AND provide a hard copy to the address listed above to the attention of (or provide alternative address). Plea CONLY to -e a ar copy invoice to the a mess lute.... above to the attention of (or provide alternative address). If you concur in all the foregoing and wish to direct its to proceed with the services, please have authorized persons execute both copies of this Agreement in the spaces provided below, retain one copy, and return the other to us. Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter. E=F1 I' imley-Ho n Mr. PS Arora, December 5, 2013, 'age 12 ME and Associates, Inc. We appreciate the opportunity to provide these services to yon. Please contact me if you have any questions. Very truly yours, KIMLEY -HORN AND ASSOCIATES, INC. By: Aaron W. Nathan, P.E., AICP Vice President Attachment --- Standard Provisions THE CITY OF DENTON A Municipality (Date) (Print or Type Name and Title) (Email Address) , Witness (Print or Type Name) KIMLEY -HORN AND ASSOCIATE'S, INC. STANDARD PROVISIONS (1) Consultant's Scope of Services and Additional Services. The Consultant's undertaking to perform professional services extends only to the services specifically described in this Agreement. However, if requested by the Client and agreed to by the Consultant, the Consultant will perform Additional Services, which shall be governed by these provisions.. Unless otherwise agreed to in writing, the Client shall pay the Consultant for any Additional. Services an amount based upon the Consultant's then - current hourly rates plus an amount to cover certain direct expenses including telecommunications, in -house reproduction, postage, supplies, project related computer time, and local mileage. Other direct expenses will be billed at 1.15 times cost. (2) Client's Responsibilities. In addition to other responsibilities described herein or imposed by law, the Client shall: (a) Designate in writing a person to act as its representative with respect to this Agreement, such person having complete authority to transmit instructions, receive information, and make or interpret the Client's decisions. (b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project including all numerical criteria that are to be met and all standards of development, design, or construction. (c) Provide to the Consultant all previous studies, plans, or other documents pertaining to the project and all new data reasonably necessary in the Consultant's opinion„ such as site survey and engineering data, environmental impact assessments or statements, upon all of which the Consultant may rely. (d) Arrange for access to the site and other private or public property as required for the Consultant to provide its services. (e) Review all documents or oral reports presented by the Consultant and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of the Consultant. (f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary for completion of the Consultant's services. (g) Cause to be provided such independent accounting, legal, insurance, cost estimating and overall feasibility services as .thCltent�m re ire: _.._ __ _ _ _..... ... (h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the scope, timing, or payment of the Consultant's services or any defect or noncompliance in any aspect of the project. (i) Bear all costs incidental to the responsibilities of the Client. (3) Period of Services. Unless otherwise stated herein, the Consultant will begin work timely after receipt of a properly executed copy of this Agreement and any required retainer amount. This Agreement is made in anticipation of conditions permitting continuous and orderly progress through completion of the services. Times for performance shall be extended as necessary for delays or suspensions due to circumstances that the Consultant does not control. If such delay or suspension extends for more than six months (cumulatively), Consultant's compensation shall be renegotiated. (4) Method of Payment. Compensation shall be paid to the Consultant in accordance with the following provisions: (a) Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held by the Consultant for the duration of the project and applied against the final invoice. Interest will be added to accounts not paid within 25 days at the rate of 12% per annum beginning on the 25�' day. if the Client fails to make any payment due to the Consultant under this or any other agreement within 30 days after the Consultant's transmittal of its invoice, the Consultant may, after giving notice to the Client, suspend services and withhold deliverables until all amounts due are paid in full and may commence proceedings, including filing liens, to secure its right to payment under this Agreement. (b) If the Client relies on payment or proceeds from a third party to pay Consultant and Client does not pay Consultant's invoice within 60 days ofreceipt, Consultant may communicate directly with such third party to secure payment. (c) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of receipt . of the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and owing. If the Client objects to only a portion ofthe invoice, payment for all other portions remains due within 25 days ofreceipt. (d) If the Consultant initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such expenses shall include the cost, at the Consultant's normal hourly billing rates, of the time devoted to such proceedings by its employees. (e) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The Consultant may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right of the Consultant to collect additional amounts from the Client. (5) Use of Documents. All documents, including but not limited to drawings, specifications, reports, and data or programs stored electronically, prepared by the Consultant are related exclusively to the services described in this Agreement, and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not intended or Rev 07/13 represented to be suitable for use, partial use or reuse by the Client or others on extensions of this project or on any other project. Any modifications made by the Client to any of the Consultant's documents, or any use, partial use or reuse of the documents without written authorization or adaptation by the Consultant will be at the Client's sole risk and without liability to the Consultant, and the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom. The Consultant's electronic files and source code developed in the development of application code remain the property of the Consultant and shall be provided to the Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the Client, and use of them is at the Client's sole risk. In the case of any defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by the Consultant, the hardcopy shall govern. Because data stored in electronic media format can deteriorate or be modified . without the Consultant's authorization, the Client has 60 days to perform acceptance tests, after which it shall be deemed to have accepted the data. (6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions rendered as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made on the basis of its experience and represent its judgment as an experienced and qualified professional, familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost estimator. Consultant's services required to bring costs within any limitation established by the Client will be paid for as Additional. Services. (7) Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, or upon thirty days' written notice for the convenience of the terminating party. If any change occurs in the ownership of the Client, the Consultant shall have the right to immediately terminate this Agteem ent: In- therevent -of any termination; (12) Certifications. The Consultant shall not be required to execute certifications or third -party reliance letters that are inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the Consultant to violate applicable rules of professional responsibility. (13) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first to mediation in accordance with the Construction industry Mediation Procedures of the American Arbitration Association as a condition precedent to litigation. Any mediation or civil action by Client must be commenced within one year of the accrual of the cause of action asserted but in no event later than allowed by applicable statutes. (14) Hazardous Substances and Conditions. In no event shall Consultant be a custodian, transporter, handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will be limited to professional analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal, or remediation. The Consultant shall notify the Client of hazardous substances or conditions not contemplated in the scope of services of which the Consultant actually becomes aware. Upon such notice by the Consultant, the Consultant may stop affected portions of its services until the hazardous substance or condition is eliminated. (15) Construction Phase Services. (a) If the Consultant's services include the preparation of documents to be used for construction and the Consultant is not retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents and for construction observation, and the Client waives any claims against the Consultant in any way connected thereto. (b) If the Consultant provides construction phase services, the Consultant shall have no responsibility for any contractor's means„ methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall Consultant have any authority or responsibility to stop or direct the work of any contractor. The Consultant's visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by the Consultant. Consultant neither ..... guaramtees the perfatnlance.of contractors-, near assumes.responsrbility, for.. any.. contractor '.s...failure..to...perform its..w.m .tta........ .... accordance with the contract documents. (c) The Consultant is not responsible for any duties assigned to the design professional in the construction contract that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job site safety and for its means and methods; that the contractor shall indemnify the Client and the Consultant for all claims and liability arising out of job site accidents; and that the Client and the Consultant shall be made additional insureds under the contractor's general liability insurance policy. (16) No Third -Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant, without the written consent of the Consultant. The Consultant reserves the right to augment its staff with subconsultants as it deems appropriate due to project logistics, schedules, or market conditions. If the Consultant exercises this right, the Consultant will maintain the agreed -upon billing rates for services identified in the contract, regardless of whether the services are provided by in -house employees, contract employees, or independent subconsultants. (1.7) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the project and to the use by the Consultant of facts, data and information obtained by the Consultant in the performance of its services. If, however, any facts, data or information are specifically identified in writing by the Client as confidential, the Consultant shall use reasonable care to maintain the confidentiality of that material. (18) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of Texas. This Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous negotiations, representations, agreements or understandings, whether written or oral. Except as provided in Section 1, this Agreement can be supplemented or amended only by a written document executed by both parties. Provided, however, that any conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreement that is unenforceable shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions. The non - enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Rev 07/13 AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Police ACM: Jon Fortune Y SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2012- 268, prescribing the number of positions in each classification of police officer; providing a repealer clause; and declaring an effective date. BACKGROUND Texas Local Government Code Chapter 143 requires the governing bodies of all jurisdictions with Civil Service employees to officially authorize the exact number of Civil Service employees. In the FY 2013 -2014 budget, the Police Department received funding for four (4) additional police officers. The chart in Attachment A depicts the authorized Civil Service positions for the Police Department in FY 2012 -2013 and the changes to the authorized positions for FY 2013 -2014. Staff requests City Council to authorize the Civil Service positions for the Police Department as budgeted for FY 2013 -2014. FISCAL IMPACT There will be no additional fiscal impact due to the fact that all authorized positions have been funded in the FY 2013 -2014 budget. Respectfully submitted, Lee Howell, Chief of Police Prepared by: Scott Fletcher, Captain Operations Bureau Attachment A Police Department: .............................................................................................................................................................................................................................................................................................................................................................................................. CLASSIFICATION 2012/2013 ............................... 2013/2014 Sworn Sworn Positions Positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Chief of Police . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Captain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Lieutenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Sergeant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Police Officer (and Recruits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 128 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132 . . . . . . . . . . . . . . . . . . . . . . . . . ........ .... ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. TOTALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 156 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160 sAlegal \our documents \ordinances \13\2013 -2014 sworn officer ordinance.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING ORDINANCE NO. 2012 -268, PRESCRIBING THE NUMBER OF POSITIONS IN EACH CLASSIFICATION OF POLICE OFFICER; PROVIDING A REPEALER CLAUSE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on October 16, 2012, the City Council passed Ordinance No. 2012 -268, adopting and approving a schedule of Authorized Positions which relates to compensation and classification of police officers and fire fighters; and WHEREAS, since the passage of Ordinance No. 2012 -268, the Police Department has determined that this ordinance needs to be amended to more correctly reflect the total number of Police Department positions; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Ordinance No. 2012 -268 is hereby amended as provided herein. SECTION 2. The City Council hereby adopts and approves a schedule prescribing the number of positions for each classification of police officer in the City of Denton, attached hereto and incorporated by reference herein as Exhibit "A ". SECTION 3. This ordinance shall be cumulative of all provisions of ordinances of the City of Denton, Texas, except where the provisions of the ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 4. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph, or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs, and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph, or section. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. SALegal \Our Documents \Ordinances \I3 \2013 -2014 Sworn Officer Ordinance.doc PASSED AND APPROVED this the day of 32013. ATTEST: JENNIFER WALTERS, CITY SECRETARY Em APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 3 Page 2 MARK A. BURROUGHS, MAYOR SALegal \Our Documents \Ordinances \I3 \2013 -2014 Sworn Officer Ordinance.doc EXHIBIT "A" Police Department: CLASSIFICATION 2012/2013 NUMBERS 2013/2014 NUMBERS Chief of Police 1 1 Captain 3 3 Lieutenant 8 8 Sergeant 16 16 Police Officer (and Recruits) 128 132 TOTALS 156 160 Page 3 AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Police ACM: Jon Fortune SUBJECT Consider approval of a resolution of the City Council of the City of Denton to form a Regional Law Enforcement Mutual Aid Task Force Agreement with other area law enforcement agencies for the purpose of providing and receiving law enforcement assistance; and providing an effective date. BACKGROUND The Denton Police Department's Commercial Motor Vehicle Enforcement (CMVE) initiative is a safety program that began in 2006 to address concerns about large commercial vehicles operating within the city. These concerns centered primarily on two subjects: 1) Safety fitness of the commercial vehicles and their drivers, and 2) Preservation of roadway infrastructure due to abuse by oversized vehicles. Two Denton police officers were trained and certified to weigh and inspect commercial vehicles. Over the past seven years these two officers have inspected thousands of tricks with more than 25% of the vehicles and /or drivers being placed out -of- service for serious safety violations. In addition, hundreds of overweight vehicle citations have been issued by these officers. In subsequent years, the Police Departments in the City of Lewisville and the City of Carrollton began CMVE programs. Officers from Denton, Lewisville, and Carrollton, under the auspices of CMVE troopers from the Texas Department of Public Safety (DPS), began conducting an annual joint enforcement operation in conjunction with a national safety campaign. This three -day enforcement effort placed the group of officers in each town for a single 12 -hour shift. The combination of officers from these agencies in a joint operation works as a "force multiplier" and allows a significant increase in the number of commercial vehicles that can be inspected in a shift. During these operations, the officers place dangerous vehicles out of service and file appropriate charges in the municipal court of the city where the operation is currently working. To preserve this valuable safety initiative, this Interlocal Agreement is intended to assuage any concerns over the jurisdictional authority of the participating agencies' officers to stop, detain, and file charges on an operator of a commercial vehicle on behalf of the host city. FISCAL IMPACT The fiscal impact of these joint operations is difficult to gauge. While there could certainly be a positive fiscal impact for the City of Denton during the day that they host an operation, the amount of that impact is wholly dependent on the number of violations identified /filed, the final Agenda Information Sheet December 17, 2013 Page 2 judgment entered on each violation, and the eventual payment of any applicable fines /fees. There are no significant negative fiscal aspects of conducting these joint operations. Respectfully submitted, Lee Howell, Chief of Police Prepared by Scott Fletcher, Captain Operations Bureau \ \codad \departments \legal \our documents \resolutions \13 \resolution for mutual aid agreementpolicedot- final.doc RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON TO FORM A REGIONAL LAW ENFORCEMENT MUTUAL AID TASK FORCE AGREEMENT WITH OTHER AREA LAW ENFORCEMENT AGENCIES FOR THE PURPOSE OF PROVIDING AND RECEIVING LAW ENFORCEMENT ASSISTANCE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton desires to contribute to the protection and safety of citizens in this City and in surrounding communities; and WHEREAS, the legislature has authorized the formation of interlocal assistance agreements between and among the cities and their law enforcement agencies; and WHEREAS, the City of Denton wishes to participate in an interlocal assistance agreement among local law enforcement agencies in the greater Dallas -Ft. Worth North Texas area for the purpose or providing and receiving law enforcement assistance; and WHEREAS, the Denton Police Department and other local law enforcement agencies have tentatively approved an Interlocal assistance agreement to be known as the North Texas Regional Commercial Motor Vehicle Safety Task Force Agreement; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Manager is hereby authorized to execute the attached "North Texas Regional Commercial Motor Vehicle Safety Task Force Agreement." 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 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY MUTUAL AID INTERLOCAL AGREEMENT FOR COMMERCIAL VEHICLE ENFORCEMENT WHEREAS, the governmental entities which are parties to this agreement ( "Agreement') desire to form a law enforcement mutual aid task force to cooperate in the criminal investigation and enforcement of commercial motor vehicle safely standards as set forth in Texas Transportation Code Chapter 644 and the Federal Motor Carrier Safety Regulations as set forth in Title 49 of the Code of Federal Regulations; and WHEREAS, Chapter 791, et seq. of the Texas Government Code authorized local governmental entities to enter into Interlocal Contracts and Section 362.002 of the Texas Local Government Code specifically authorizes Mutual Aid Task Force agreements such as this; NOW, THEREFORE, it is mutually agreed by the parties hereto to enter into this Agreement upon the following terms: Definitions: The following terms shall have the following meanings when used in this Agreement: "Law Enforcement Officer" means any commissioned peace officer as defined under the Texas Code of Criminal Procedure who is certified, according to standards established by the Texas Department of Public Safety, to enforce Chapter 644 of the Texas Transportation Code. "Member" means any local governmental entity, including the City of Carrollton, Texas, the City of Lewisville, Texas and the City of Denton, Texas (sometimes referred to collectively as "Members "), which is a party to this Agreement. "Chief Law Enforcement Officer" means the Chief of Police of a Member. "Requesting Member" means a Member who requests law enforcement assistance from another Member under the terms of this Agreement. "Responding Member" means a Member to whom a request for Assistance is directed by a Requesting Member under the terms of this Agreement. I1. Name: The Members hereby form a mutual aid law enforcement task force to be named the North Texas Regional Commercial Motor Vehicle Safety Task Force (hereinafter the "Task Force "). III. Purpose: The purpose of the Task Force is to cooperate in the investigation and enforcement of federal and state laws and regulations intended to ensure the safe transportation of hazardous Mutual Aid Interlocal Agreement — Commercial Vehicle Safety Enforcement Page 1 of 7 materials and the safe operation of commercial motor vehicles. More specifically, the Task Force will cooperate to enforce Chapter 644 of the Texas Transportation Code and federal motor carrier safety regulations set forth in Title 49 of the Code of Federal Regulations. V. Request for Assistance: Any Request for Assistance under this Agreement shall, when reasonably possible, include a statement of the amount and type of equipment and number of Law Enforcement Officers requested, and shall specify the location to which the equipment and Law Enforcement Officers are to be dispatched. However, the amount and type of equipment and the number of Law Enforcement Officers actually furnished by a Responding Member shall be determined by the Responding Member's Chief Law Enforcement Officer or his designee in his sole discretion. V. Response to Request for Assistance: Responding Members will assign Law Enforcement Officers to perform duties outside of the Responding Member's territorial limits, but within the territorial limits of the Requesting Member, subject to the Responding Member's determination of availability of personnel and equipment when: A. Such assignment is requested by the Chief Law Enforcement Officer or his designee, of a Requesting Member; and B. The Chief Law Enforcement Officer, or his designee, of the Responding Member has determined, in his sole discretion, that the assignment is necessary to fulfill the purposes of this Agreement in providing the services contemplated by this Agreement within the territorial units of the Requesting Member. VI. Operational Control: All personnel of the Responding Member shall report to the Requesting Member's officer in tactical control at the location to which said Law Enforcement Officers have been dispatched and shall be under the operational command of the Requesting Member's Chief Law Enforcement Officer or his designee. VII. Release: Law Enforcement Officers of the Responding Member will be released by the Requesting Member when their services are no longer necessary. VIII. Withdrawal From Response: The Chief Law Enforcement Officer, or his designee, of the Responding Member, in his sole discretion, may at any time withdraw the Law Enforcement Officers and equipment of the Responding Member or discontinue participation in any activity initiated pursuant to this Agreement. Mutual Aid Interlocal Agreement — Commercial Vehicle Safety Enforcement Page 2 of 7 IX. Qualifications of Office and Oath: While any Law Enforcement Officer regularly employed by a Responding Member is in the service of a Requesting Member under the terms of this Agreement, said Law Enforcement Officer shall be deemed to be a peace officer of the Requesting Member and be under the command of the Requesting Member's Chief Law Enforcement Officer with all powers of a law enforcement officer of the Requesting Member as if said Law Enforcement Officer were within the territorial limits of the governmental entity where said Law Enforcement Officer is regularly employed. The qualifications of office of said Law Enforcement Officers where regularly employed shall constitute his or her qualifications for office within the territorial limits of the Requesting Member and no additional oath, bond or compensation shall be required. X. Right to Reimbursement: Each party to this Agreement, when providing services as a Responding Member, expressly waives the right to receive reimbursement for services performed or equipment utilized under this Agreement even though a request for such reimbursement may be made pursuant to Chapter 362 of the Texas Local Government Code. XI. Officer Benefits: Any Law Enforcement Officer assigned to the assistance of another Member pursuant to this Agreement shall receive the same wage, salary, pension contribution, and all other compensation and all other rights of employment in providing such service, including injury, death benefits and workers' compensation benefits as well as any available insurance, indemnity or litigation defense benefits. Said benefits shall be the same as though the Law Enforcement Officer in question had been rendering services within the territorial limits of the Member where he or she is regularly employed. All wage and disability payments, including workers' compensation benefits, pension contributions, damage to equipment, medical expenses, travel, food and lodging shall be paid by the Member which regularly employs the Law Enforcement Officer providing service pursuant to this Agreement in the same manner as though such services had been rendered within the limits of the Member where such person or Law Enforcement Officer is regularly employed. Each Responding Member shall remain responsible for the payment of salary and benefits as well as for legal defense of the Responding Member's officers when acting pursuant to this Agreement. XII. Liability: In the event that any person performing services pursuant to this Agreement shall be named or cited as a party to any civil claim or lawsuit arising from the performance of services pursuant to this Agreement, said person shall be entitled to the same benefits from their regular employer as they would be entitled to receive if such similar action or claim had arisen out of the performance of their duties as a member of the department where they are regularly employed and within the jurisdiction of the Member by whom they are regularly employed. The Members hereby agree and covenant that each Member shall remain solely responsible for the legal defense and any legal liability that may arise due to the actions of a Law Enforcement Officer Mutual Aid Interlocal Agreement — Commercial Vehicle Safety Enforcement Page 3 of 7 regularly employed by said Member. Nothing herein shall be construed to expand or enlarge the legal liability of a Member for any alleged acts or omissions of any employee beyond that which might exist in the absence of this Agreement. Nothing herein shall be construed as a waiver of any legal defense of any nature whatsoever to any claim against a Member or against a Law Enforcement Officer employed by a Member. XIII. Waiver of Claims: Each party to this Agreement respectively waives all claims against each and every other party or Member for compensation from any loss, damage, personal injury or death occurring as a consequence of the performance of this Agreement even though such alleged damage may have or is alleged to have occurred as a result of alleged negligent or other tortious conduct of any party to this Agreement. XIV. Immunity Not Waived: The parties hereto expressly do not waive any immunity or other defense to any civil claims by the execution of this Agreement. It is understood and agreed that, by executing this Agreement, no party hereto or Member waives, nor shall be deemed hereby to waive, any immunity or defense which otherwise is available for claims arising out of or in connection with any activity conducted pursuant to this Agreement. XV. Venue: Each party to this Agreement agrees that if legal action is brought under this Agreement, the venue shall lie in the county in which the defendant Member is located, and if located in more than one county, then it shall lie in the county in which the principal offices of said defendant Member are located. The parties hereby stipulate and agree that this Agreement is to be construed under the laws of the State of Texas. XVI. Arrest & Citation Authority Outside Primary Jurisdiction: It is expressly agreed and understood that a Law Enforcement Officer employed by a Responding Party who performs activities pursuant to this Agreement may issue citations and make arrests outside the jurisdiction in which said officer is regularly employed, but within the area covered by this Agreement; provided, however, that said citation and /or arrests are made in conjunction with a joint operation run by the Members pursuant to this Agreement. The Law Enforcement Officer who issues the citation and /or makes an arrest will be responsible for ensuring that both the Requesting Member and /or the jurisdiction in which the arrest is made is notified of such arrest without unreasonable delay. Notice shall be deemed given if a Law Enforcement Officer from those jurisdictions are participating in the joint operation. The Law Enforcement Officers employed by the parties to this Agreement shall have such investigative or other law enforcement authority in the jurisdictional area encompassed by the Members, collectively, to this Agreement as is reasonable and proper to accomplish the purposes for which a Request for Assistance is made pursuant to this Agreement. This Agreement, however, shall not give any Law Enforcement Officer the authority to issue citations or make arrests for Mutual Aid Interlocal Agreement — Commercial Vehicle Safety Enforcement Page 4 of 7 violations of municipal ordinances outside the jurisdiction in which said officer is regularly employed. XVII. Municipal Court Law Enforcement Officers will also help in the prosecution of any citations they may issue in another jurisdiction. The Responding Member agrees to require their Law Enforcement Officers to attend and testify in any municipal court hearings and trials in the Requesting Member's jurisdiction just as they would require their Law Enforcement Officers to attend and testify within their own jurisdiction. XVIII. Severability The provisions of this Agreement are to be deemed severable such that should any one or more of the provisions or terms contained in this Agreement be, for any reason, held to be invalid, illegal, void, or unenforceable, such holding shall not affect the validity of any other provision or term herein, and the Agreement shall be construed as if such invalid, unenforceable, illegal or void provision or term did not exist. XIX. Termination: Any party to this Agreement may terminate its participation or rights and obligations as a party by providing thirty (30) days written notice via certified mail to the Chief Law Enforcement Officer of every other party to this Agreement. Should one party terminate its participation in, or withdraw from this Agreement, such termination or withdrawal shall have no effect upon the rights and obligations of the remaining parties to this Agreement. XX. Effective Date: This Agreement becomes effective immediately upon the execution by the parties hereto and continues to remain in full force and effect until terminated pursuant to Section XIX above. XX1. Modification: This Agreement may be amended or modified by the mutual agreement of the parties hereto in writing to be attached to and incorporated into this Agreement. This instrument contains the complete agreement of the parties hereto and any oral modifications or written amendments not incorporated under the terms of this Section XXI shall be of no force or effect to alter any term or condition contained herein. XXII. Execution of Agreement: This Agreement shall be executed by the duly authorized official of the respective parties pursuant to approving resolutions of the governing body of the respective units of local government that are a party to this Agreement. Copies of said approving resolutions shall be Mutual Aid Interlocal Agreement — Commercial Vehicle Safety Enforcement Page 5 of 7 attached hereto and made a part hereof. This Agreement may be executed in multiple counterpart originals by the respective parties to this Agreement. XXIII. Compliance with Law: The parties hereto shall observe and comply with all applicable Federal, State and Local laws, rules, ordinances and regulations that affect the provision of services provided herein. XXIV. Inter - Jurisdictional Pursuit Agreement: The parties hereto expressly understand and agree that this Agreement does not in any way modify or restrict the procedures or guidelines which are followed by any law enforcement agency or Member pursuant to the Inter- Jurisdictional Pursuit Policy Agreement to which some Members or their law enforcement agencies may be parties. To the extent any provision of, or action taken pursuant to the Inter - Jurisdictional Pursuit Policy Agreement may be construed to conflict with the terms and conditions of this Agreement, the terms of the Inter - Jurisdictional Pursuit Policy Agreement shall control as to those particular provision or action. XXV. Coordinating Agency: The parties hereby agree that the City of Carrollton Police Department shall serve as the Coordinating Agency of this Agreement. The Chief Law Enforcement Officer or his designee of said Coordinating Agency shall maintain on file executed originals of this Agreement, related resolutions or orders of the parties and other records pertaining to this Agreement. Said Coordinating Agency shall notify all Members of the identity of the current parties hereto every twelve (12) months. XXVI. Limitation of Agreement: The parties agree and acknowledge that this Agreement is entered into by and between the Members only, and is not intended to inure to the benefit of any other person or entity. No person or entity other than a Member may claim a benefit pursuant to this Agreement. XXVII. Assignment: This Agreement is not assignable. XXVIII. Waiver: No waiver of any term or condition of this Agreement by any party shall be deemed to imply or constitute a further waiver of the same term or condition or of any other term or condition. Any such waiver must be in writing and signed by the party granting such waiver. Mutual Aid Interlocal Agreement — Commercial Vehicle Safety Enforcement Page 6 of 7 XXIX. No Agency Relationship: Nothing contained in this Agreement or in the relationship between parties or Members shall be deemed to constitute such relationship as a partnership or joint venture, or constitute one party or Member as an employee or a partner of any other party or Member, or create any other relationship between parties or Members, expressed or implied, it being understood and agreed that Contractor is a separate unit of local government acting to support and assist the other Members in specific law enforcement activities. CITY OF CARROLLTON, TEXAS By: Leonard Martin, City Manager ATTEST: M. _y � x, Ashy y itchell, City CITY OF LEWISVILLE, TEXAS .;Julie Heinze, City Secretary George C. Campbell, City Manager ATTEST: Jennifer Walters, City Secretary APPROVED AS TO FORM: CITY ATTORNEY CITY OF DEN TON,_ TEXAS ,p Mutual Aid Interlocal Agreement — Commercial Vehicle Safety Enforcement Page 7 of 7 AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley � -A SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the supply and installation of a Prefabricated Communications Shelter for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5343 - awarded to GFRC Shelters in the not -to- exceed amount of $119,637. The Public Utilities Board recommends approval (6 -0). FILE INFORMATION Denton Municipal Electric (DME) purchased its existing communications shelter, the Spencer Road Communications Tower, in 1987 as a used product which was manufactured in the 1950s timeframe. It was purchased to house the City of Denton's first trunked radio communications system. The shelter housed the City's main radio communications system from 1987 until 2001, when the City upgraded and relocated the trunked radio system to the McKenna Park Communications Tower. In 2010, DME expanded the coverage area of its radio system by adding the Teasley Lane Communications Tower. With the addition of the Teasley Lane Communications Tower, the Spencer Road Communications Tower became a back up site and is necessary in the event of a total radio system failure and as an alternate communications system site that is used whenever preventative or scheduled maintenance is required at either of the two other tower locations. The existing communication shelter at the Spencer Road location does not meet the current Radio Frequency (RF) Shelter requirements related to locating existing radio site equipment or proper grounding specifications. DME has the equipment necessary to upgrade the backup radio communications system at this location; however, the replacement of the existing RF shelter prior to completing the upgrade of DME's backup communications system is necessary. Therefore, the City of Denton issued RFP 5343 to solicit proposals for the supply and installation of a prefabricated communications shelter to be installed at the Spencer Road location. Agenda Information Sheet December 17, 2013 Page 2 FILE INFORMATION Request for proposals were sent to 219 prospective suppliers, including one Denton firm. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and the notice to prospective suppliers was advertised in the local newspaper. Three (3) responsive proposals were received. Proposals were evaluated based upon published criteria, including price, delivery and probable performance by the supplier. The proposal pricing and evaluation rankings are summarized (Exhibit 1). After reviewing the proposals, the evaluation team recommended the selection of GFRC Shelters as the company that can offer the City of Denton the best value for this project at the lowest cost. The vendor has also indicated that they will provide a 2% prompt payment discount if invoices are paid in ten (10) days. This will equate to a $2,392 savings on this project. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 9, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award the supply and installation of the communications shelter to GFRC Shelters in an amount not -to- exceed $119,637. PRINCIPAL PLACE OF BUSINESS GFRC Shelters Dallas, TX ESTIMATED SCHEDULE OF PROJECT The constriction of the communications shelter is estimated to be completed within 80 calendar days of issuance of the Notice to Proceed. FISCAL INFORMATION This project will be funded from CIP fund account 4 603403500.1350.3970. Requisition 4116285 has been entered in the Purchasing software system. Agenda Information Sheet December 17, 2013 Page 3 EXHIBITS Exhibit 1: RFP Pricing Sheet and Evaluation Ranking Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -.CIS -File 5343 Exhibit 1 RFP 5343 - SUPPLY AND INSTALLATION OF A PREFABRICATED CONCRETE COMMUNICATIONS SHELTER - REVISED 54 MIN BATTERY 10 -25 -13 QTY UOM Product Description GFRC CTS Consolidated Sabre Industries 1.00% 0.00% Principal Place of Business Dallas, TX Round Rock, TX Alvarado, TX 1 EA Prefabricated Concrete Communications Shelter $ 78,340.00 $ 99,553.52 $ 95,756.00 30.1 44.8 Deduct- 2 HR Battery to 54 Minute UPS battery $ (4,694.00) included $ (6,000.00) 1 EA Site Preparation and Installation at Designated Site $ 36,025.00 $ 84,679.54 $ 36,730.00 1 EA Shipping Costs, FOB Destination $ 6,200.00 $ 6,690.88 $ 2,160.00 Payment & Peformance Bonds $ 3,766.00 $ 5,727.72 $ 2,290.00 Estimated Delivery (days) 80 85 100 TOTAL $ 119,637.00 $ 196,651.66 $ 130,936.00 Evaluated Pricing with Payment Discount $ 117,244.26 $ 194,685.14 $ 130,936.00 Payment Discount Terms`; Discount% Discount 0% Discount 0% Invoice Paid in 20 days 1.00% 1.00% 0.00% Invoice Paid in 15 days 1.50% 1.00% 0.00% Invoice Paid in 10 days 2.00% 1.00% 0.00% EVALUATED SCORE 15 Indicators of Probable Performance 15.0 15.0 15.0 10 Delivery 10.0 9.4 8.0 25 Compliance with Specs 25.0 25.0 25.0 50 Price 50.0 30.1 44.8 100 TOTAL SCORE 100.0 79.5 92.8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 Exhibit 2 DRAFT MINUTES PUBLIC UTILITIES BOARD December 9, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, December 9, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Phil Gallivan and Barbara Russell Absent: Lilia Bynum Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 2) Consider recommending approval of a contract by and between GFRC Shelters and the City of Denton, Texas, to constrict a prefabricated communications shelter to replace the existing Denton Municipal Electric (DME) communications shelter located at the Spencer Road Communications Radio Tower location in an amount not to exceed $119,637. (RFP 5343). Motion was made to approve item 2 by Board Member Gallivan with the second by Board Member Cheek. The vote was 6 -0 approved. Adjournment 11:50 a.m. ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE SUPPLY AND INSTALLATION OF A PREFABRICATED COMMUNICATIONS SHELTER FOR DENTON MUNICIPAL ELECTRIC; PROVIDINGFOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5343 - AWARDED TO GFRC SHELTERS IN THE NOT -TO- EXCEED AMOUNT OF $119,637.) WHEREAS, the City has solicited, received and tabulated competitive proposals for the constriction 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 proposal is the highest scored proposal for the constriction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the constriction 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 RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 5343 GFRC Shelters $119,637 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 constriction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the constriction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers 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 5343 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals 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 proposals 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: 4- 0RD -RFP 5343 AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Finance ACM: Bryan Langley d-A SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2013- 2014 Budget and Annual Program of Services of the City of Denton to allow for an adjustment to the Capital Improvement Program of one million seven hundred and fifty thousand dollars ($1,750,000), increasing appropriations from $323,657,313 to $325,407,313, to provide for costs associated with Phase I of the Taxilane Quebec Hanger Development Project for the City's Airport; declaring a municipal purpose; providing a severability clause; an open meetings clause; and providing for an effective date. BACKGROUND On November 11, 2013 and November 19, 2013, staff discussed the Taxilane Quebec Hanger Development Project with the City's Airport Committee and City Council, respectively. Staff received direction to present an item for consideration by the City Council for Phase I of the project. This project will be used by the City's Airport for economic development and other public purposes. Since staff had not yet received direction for this project during the FY 2013 -14 Budget process, a budget amendment is now being requested in order to authorize staff to proceed with project expenditures. In conjunction with this item, the City Council will consider approval an ordinance to declare the intent to reimburse expenditures from the unreserved fund balance of the Airport Fund with Certificates of Obligation with an aggregate maximum principal amount not to exceed $1,750,000 for this project. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISIONS) On November 11, 2013, the City's Airport Committee received a report and directed staff to proceed to Council for a work session discussion on the project. On November 19, 2013, the City Council received a work session report regarding the project and directed staff to bring back an item to consider the project for approval. Agenda Information Sheet December 17, 2013 Page 2 FISCAL INFORMATION This ordinance will amend the FY 2013 -14 Budget and Annual Program of Services by $1,750,000 to adjust the Capital Improvement Program for Phase I of the Taxilane Quebec Hanger Development Project at the City's Airport. Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance sAlegal\our documents \ordinances\13 \budget amendment ordinance - airport hanger dev.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING THE FISCAL YEAR 2013 -14 BUDGET AND ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO ALLOW FOR AN ADJUSTMENT TO THE CAPITAL IMPROVEMENT PROGRAM OF ONE MILLION SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($1,750,000), INCREASING APPROPRIATIONS FROM $323,657,313 TO $325,407,313 TO PROVIDE FOR COSTS ASSOCIATED WITH PHASE I OF THE TAXILANE QUEBEC HANGER DEVELOPMENT PROJECT FOR THE CITY'S AIRPORT; DECLARING A MUNICIPAL PURPOSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR AN OPEN MEETINGS CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 2013 -227, the City Council of Denton, Texas, approved the Fiscal Year 2013 -2014 Budget and Annual Program of Services (the "Budget "); and WHEREAS, the City of Denton intends to engineer and construct Phase I of the Taxilane Quebec Hanger Development Project for the City's Airport; and WHEREAS, this property would provide the City with opportunities to use the property for economic development purposes or any other public purpose to benefit the City's Airport; and WHEREAS, the City intends to reimburse expenditures from the unreserved fund balance of the Airport Fund with Certificates of Obligation with an aggregate maximum principal amount not to exceed $1,750,000 to allow for engineering and construction services for the project; and WHEREAS, the City Council finds that this Budget Amendment serves an important municipal purpose as eligible items for expenditure in the current Budget, consistent with Section 102.010 of the Texas Local Government Code and other applicable laws; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the above preamble to this Ordinance are true and correct and are hereby adopted. SECTION 2. The Fiscal Year 2013 -2014 Budget and Annual Program of Services is hereby amended by the City Council to allow for an adjustment to the Capital Improvement Program of One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000), increasing appropriations from $323,657,313 to $325,407,313 to provide for costs associated the project. s:Alegal\our documents \ordinances \13 \budget amendment ordinance - airport hanger dev.doc SECTION 3. This Ordinance shall be filed with the City Secretary, who is directed to attach a copy of this Ordinance to the Fiscal Year 2013 -2014 Budget and Annual Program of Services. SECTION 4. This Ordinance was approved by at least five members of the City Council as required by Section 8.08 of the City Charter. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 6. It is officially found and determined that the meeting at which this Ordinance was passed was open to the public as required by law, and the public notice of the time, place and purpose of this meeting was given as required by law. SECTION 7. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 20 ATTEST: JENNIFER WALTERS, CITY SECRETARY MM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ,g BY: Page 2 MARK A. BURROUGHS, MAYOR AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Finance ACM: Bryan Langley ,44 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse expenditures from the unreserved fund balance of the Airport Fund with Certificates of Obligation with an aggregate maximum principal amount not to exceed $1,750,000 to allow for engineering and constriction services for Phase I of the Taxilane Quebec Hanger Development project; and providing an effective date. BACKGROUND Prior to consideration of this item, the City Council will consider the approval of an ordinance amending the City's FY 2013 -14 Capital Improvement Program budget. The amendment will authorize staff to proceed with Engineering and Constriction Services for Phase I of the Taxilane Quebec Airport Development Project as previously discussed with the City's Airport Committee and City Council. The Engineering and Constriction of the hangers will be funded with Certificates of Obligation, which are scheduled to be sold in April 2014. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISIONS) On November 11, 2013, the City's Airport Committee received a report and directed staff to proceed to Council for a work session discussion on the project. On November 19, 2013, the City Council received a work session report regarding the project and directed staff to bring back an item to consider the project for approval. FISCAL INFORMATION This ordinance will allow the Certificates of Obligation to reimburse the Airport Fund in the amount not to exceed $1,750,000. Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance S:ALegal \Our Documents \Ordinances \I 3\Reimbursemet- Airport Hanger Development (2).doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS TO DECLARE THE INTENT TO REIMBURSE EXPENDITURES FROM THE UNRESERVED FUND BALANCE OF THE AIRPORT FUND WITH CERTIFICATES OF OBLIGATION WITH AN AGGREGATE MAXIMUM PRINCIPAL AMOUNT NOT TO EXCEED TO $1,750,000 TO ALLOW FOR ENGINEERING AND CONSTRUCTION SERVICES FOR PHASE I OF THE TAXILANE QUEBEC HANGER DEVELOPMENT PROJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the "Issuer ") is a municipal corporation/political subdivision of the State of Texas; and WHEREAS, the issuer expects to pay expenditures for Engineering and Construction Services for Phase I of the Taxilane Quebec Hanger Development Project (the "Project "), which was approved in the amended 2013 -2014 Capital Improvement Program Budget; and WHEREAS, the Issuer finds, considers, and declares that the reimbursement of the Issuer for the payment of such expenditures will be appropriate and consistent with the lawful objectives of the Issuer and, as such, chooses to declare its intention, in accordance with the provisions of Section 1.150 -2 Treasury Regulations, to reimburse itself for such payments at such time as it issues the obligations to finance the Project; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Issuer reasonably expects to incur debt, as one or more series of obligations, with an aggregate maximum principal amount not to exceed $1,750,000 for Phase I of the Taxilane Quebec Hanger Development Project. SECTION 2. All costs to be reimbursed pursuant hereto will be for the Engineering and Construction Services for Phase I of the Taxilane Quebec Hanger Development Project as authorized by Section 271.045(a)(2) of the Texas Local Government Code or other capital expenditures. No tax - exempt obligations will be issued by the Issuer in furtherance of this ordinance after a date which is later than 18 months after the later of (1) the date the expenditures are paid, or (2) the date on which the property, with respect to which such expenditures are made, is acquired. That all amounts expended from the Unreserved Fund Balance of the Airport Fund for Phase I of the Taxilane Quebec Hanger Development Project shall be reimbursed from Certificate of Obligation proceeds within the 2013 -2014 fiscal year. SECTION 3. The foregoing notwithstanding, no tax - exempt obligation will be issued pursuant to this ordinance more than three years after the date any expenditure which is to be reimbursed is paid. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. S:ALegal \Our Documents\ 0rdinances \l3 \Reimbursement - Airport Hanger Development.doc PASSED AND APPROVED this the day of , 20 ATTEST: JENNIFER WALTERS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: MARK A. BURROUGHS, MAYOR Page 2 of 2 AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Quentin Hix at 349 -7744 ACM: Bryan Langley � -A SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement for aviation engineering and consulting services for the City of Denton Enterprise Airport with Aguirre Roden, Inc. in an amount not -to- exceed $272,804; providing for the expenditure of funds therefor; and providing an effective date (File 5357- awarded to Aguirre Roden, Inc.). FILE INFORMATION The City of Denton issued a Request for Proposals (RFP 5218) on behalf of Denton Enterprise Airport (DTO) on April 5, 2013 to solicit proposals for the development of aircraft hangars on approximately ten (10) acres of property at the Airport (Exhibit 1). The RFP Scope of Work/Technical Specifications solicited development of new hangar facilities using a combination of City and private resources (public- private partnership) to accommodate a current market demand for aircraft storage at DTO while generating positive revenues for the Airport (per the specific criteria outlined in the RFP). The City received three (3) responses to the RFP. All three were build -to -suit for the City of Denton at DTO. Airport staff subsequently determined that the proposals should be rejected in favor of a build -to -suit hangar development using professional engineering services which will result in constriction specifications that can be publicly bid through a constriction procurement procedure. Council rejected the proposals on September 17, 2013. Due to the limited response received from public solicitation for this development, lack of interest in an alternative plan for development, and inability of any other individual or firm to propose a more effective use of the property to be developed, Airport staff is requesting that Aguirre Roden, Inc. be selected as the firm to prepare detailed engineering plans and constriction bid documents for the Taxilane Quebec Hangar. The proposed Taxilane Quebec Hangar Development is Phase I of a planned development of approximately ten (10) acres of taxilane access property in the southeast area of the DTO. Phase I will be constricted in five (5) units of nested T- hangars and four (4) small box hangars. The constriction schedule will be scoped to allow discontinuation of development if each unit is not substantially leased prior to completion. The schedule for completing Phase I of this project is mid -July 2014. Agenda Information Sheet December 17, 2013 Page 2 FILE INFORMATION(CONTINUED) In accordance with Texas Local Government Code 2254, the procurement of professional services is exempt from the requirement of competition based selection. Aguirre Roden, Inc. has previously been involved in this project by submitting an initial unsolicited hangar development proposal and a current concept design (Exhibit 2) for a build -to -suit hangar development in the southeast area of the DTO. Throughout the public solicitation process, no other individual or firm has presented a more beneficial concept design or development proposal than Aguirre Roden, Inc. for this project (Exhibit 3). Therefore, staff is recommending Aguirre Roden, Inc. to prepare the constriction specifications, which will be advertised for competitive solicitation to constrict the hangars. The budget for professional design services is $272,804. Constriction is estimated to be $1,477,196. FISCAL INFORMATION Certificates of Obligation will be used to fund the engineering services and constriction for this project. A separate Council action item on the December 17, 2013 agenda is listed to authorize a Fiscal Year 2013 -2014 Budget Amendment and a Reimbursement Ordinance to provide the funding. Exhibit 4 shows a financial pro forma for Phase I of the Taxilane Quebec Hangar Development. Revenue from hangar leases is anticipated to cover the cost of capital for constricting the project, the management fee for ongoing administration of hangar leases and to produce net operating revenue of $36,715 annually. The gross annual revenue is projected at $163,590, with additional fuel flowage revenue of $11,344. After the projected 20 -year debt is retired, the annual debt service of $130,039 will become unencumbered operating revenue. If leased as individual lots by aircraft owners in the future, the fully developed property could generate $15,057 annually through forty (40) year ground leases. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The City of Denton Council Airport Committee received a report on this project at their meeting on November 11, 2013 and directed staff to proceed to Council with the proposed Professional Services Agreement. Agenda Information Sheet December 17, 2013 Page 3 RECOMMENDATION Approve a Professional Services Agreement between the City of Denton and Aguirre Roden, Inc. in the not to exceed amount of $272,804. PRINCIPAL PLACE OF BUSINESS Aguirre Roden, Inc. Dallas, Texas ESTIMATED SCHEDULE OF PROJECT Phase I constriction of the Taxilane Quebec Hangar Development is estimated to be completed by July 2014. EXHIBITS Exhibit 1: Denton Enterprise Airport Hangar Development tracts Exhibit 2: Taxilane Quebec Hangar Development Site Plan Exhibit 3: Memo from director of Aviation Exhibit 4: Financial Pro Forma Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -AIS -File 5357 Exhibit 1 %%/i ! d;�, r " , JOHN CARRELL RD �q r / /�i ' r r r,, y EE 4u l N I% rj %7/ / /�ii /r; 1" ur�'.11. % Ili rj% �f / ',; qi ;!i,. i l / /// / / iii/ 1 1Jr�rP' 40/111R' � /( � Fill j �, / Illlluu jji % %rr% rir r. r j 111111 TAXIWAY K_ 1 - "` LEGEND ex XXW EMEERE TAX LANE .3111 r FREE AREA Ell9 ) Al ;,, Ir / I LINE 0 SAN 0 - Ex WATER LINE /,/ r z r a r a PROPOE ( / r r j,, r0 (3.38 AC) i�'� '! FUTURE mRito NC ,? ,f r % ,��Ai Z %�/ ✓ r ��� „ ,� (yoT N aROrecT7 /,'�, , r Rra 0 r mR r z //- �f' A �� %r/ / i/i /i ,Er LOCKHEED L,N N, LlJ ff �/i /RD .41 AC) ria "�IUG�� Nuou rNl I ,p %'r ✓;;, ,' r i. c „o I Ali T H „w Ir, _ „ /, i Z TAXIWAY L _- r �T qTs+ ,f3sz / Ei r/, ✓ l F0�� T ' y <, rrrii ii r �� , r i Q m �� rir t :r — I / Ir Z 0 2 „i TAXIWAY N lown, Q W W i I, �r1a � � iu W I lri /i / / �� I; �j 0 r U /// /� j I I U J /, �// �' / % / r /// ,� 'iAX1W U CLEAR STAR ST r�� �� T // /// ii l %r /� �� J� / //� r / %i rr ri NE /�% % r /�r / AREA �T9� / / r /ir % // r ri, r v r, r / / //; /, / / i� // / ( li i /; �,� /// /o r r �r % � EG // tzss Ac) i r, i °i f �1 �r� %j sir N1. 11 / r /, r A fns w AIDE 1frrl %M, J /eiH^ rl`t J�(' "'i r T /rr Nf i, ” r V"i�nA sr, r / (r r f r1 MI n r r, //�i r ii .... „ �// /// i' "'„ ��/ ' r ✓rrt r �. P 77 ly �% / ro, r� Ate, ,a "r'r �r z EX� v III/ ` %/„ / L %,� m /��1: ray , ' ,,, ✓/�ii r rrcl�N,nrV�r ”" ,PWw W„rnw �C ' Exhibit 2 WESTCOURT ROAD 4 N CITY OF DENTON ° y DENTON MUNICIPAL AIRPORT HANGAR DEVELOPMENT PROJECT - PHASE I Kimle Hom OCTOBER 11, 2013 and Associates, Inc. Tabb,hO 1,96 Exhibit 3 91 � �I�� 'u. .,, F�Z Iln S E DFW ACCESS LXf- R6kCDRDINARY BUSINESS 5000 AIRPORT RD • DENTON, TEXAS 76207-(940) 349 -7736 -FAX (940) 349 -7289 DENTON ENTERPRISE AIRPORT (DTO) MEMORANDUM DATE: November 18, 2013 TO: Elton Brock, Purchasing Manager FROM: Quentin Hix, Director of Aviation SUBJECT: Professional Services Denton Enterprise Airport has selected Aguirre Roden Engineering as the most qualified firm out of all the available firms to provide engineering design services for the Taxilane Quebec Hangar Development due to their in -depth knowledge of this Airport infrastructure project. Aguirre Roden proposed the initial site plan and hangar concept in September 2012. In order to determine public interest to participate in the specific hangar development of area adjacent to taxilanes in the southeast area of the Airport, a Request for Proposals to lease the undeveloped property and constrict privately owned hangars or to enter into a public /private development partnership with the City to build hangars was advertised in April 2013. Aguirre Roden was one of three proposals received to provide build -to -suit hangars on the Airport property. All three proposals were rejected by the City in order to pursue a professional services agreement to design the hangar development and prepare constriction specifications for the City to solicit competitive constriction bids. Aguirre Roden was engaged to prepare the site plan, hangar design concept and cost estimate for constriction. Based upon the Aguirre Roden development plan, the City now seeks to prepare the detailed engineering design and constriction specifications to be advertised for competitive constriction bids. Aguirre Roden has been involved from their initial, unsolicited hangar development proposal through the current concept design for a build -to -suit hangar development in the southeast area of the Airport. Throughout the public solicitation process and over one - year of discussion and development consideration, no other individual or firm has presented a more beneficial concept design or development proposal than Aguirre Roden for this project. Even the rejected public solicitation responses did not identify a more "Dedicated to Quality Service" www.cityofdenton.com Engineering Services November 18, 2013 Page 2 appropriate, cost effective development plan for hangars in the southeast area of the Airport. Due to the limited response from public solicitation for this development, lack of interest in an alternative plan for development and inability of any other individual or firm to propose a more effective use of the property to be developed, Denton Enterprise Airport Staff requests that Aguirre Roden Engineers be selected as a sole source provider to prepare detailed engineering plans and constriction bid documents for the Taxilane Quebec Hangar Development. The constriction specifications, once prepared by Aguirre Roden, will be advertised for competitive bid to constrict the hangars. The budget for professional design services is Two Hundred Seventy Two Thousand Eight Hundred Four Dollars ($272,804). Constriction is estimated to be One Million Four Hundred Seventy -Seven Thousand One Hundred Ninety -Six Dollars ($1,477,196). The total development cost of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) is proposed to be funded through a City Of Denton Capital Budget Amendment and Reimbursement Ordinance to be presented to the City Council for consideration and action. EXHIBIT 4 Taxilane Quebec Hangar Development Debt Service Summary Assumptions: 1. Funding for construction at a maximum of $1,750,000 will be provided from City Certificate of Obligation revenue; 2. The City (Airport) will seek a management company to administer the hangar leaseing for a 5% fee based upon gross revenue; 3. Based upon a 95% occupancy rate, the fully developed annual revenue from hangar rental is projected to be $163,590; 4. Management Fee is calculated as $163,590 X 0.05 = $8,180 annually; 5. Fuel Flowage Revenue is estimated using consumption profiles for new based aircraft; 6. Hangar lease and wholesale fuel revenue is projected to increase 1.0% annually; 7. Debt Service is projected using a 4.25% cost of capital. Financial Performance: 20 Year Amortization Annual Annual Fuel Total Annual Annual Annual Net Annual Year Lease Revenue Flowage Revenue Revenue Debt Service Mgt Fee Revenue 1 $163,590 $11,344 $174,934 $130,039 $8,180 $36,715 2 $165,226 $11,457 $176,683 $130,039 $8,261 $38,383 3 $166,878 $11,572 $178,450 $130,039 $8,344 $40,067 4 $168,547 $11,688 $180,235 $130,039 $8,427 $41,769 5 $170,232 $11,805 $182,037 $130,039 $8,512 $43,486 6 $171,935 $11,923 $183,858 $130,039 $8,597 $45,222 7 $173,654 $12,042 $185,696 $130,039 $8,682 $46,975 8 $175,391 $12,162 $187,553 $130,039 $8,770 $48,744 9 $177,145 $12,283 $189,428 $130,039 $8,857 $50,532 10 $178,916 $12,407 $191,323 $130,039 $8,946 $52,338 11 $180,705 $12,531 $193,236 $130,039 $9,035 $54,162 12 $182,512 $12,656 $195,168 $130,039 $9,126 $56,003 13 $184,337 $12,783 $197,120 $130,039 $9,217 $57,864 14 $186,181 $12,911 $199,092 $130,039 $9,309 $59,744 15 $188,042 $13,040 $201,082 $130,039 $9,402 $61,641 16 $189,923 $13,170 $203,093 $130,039 $9,496 $63,558 17 $191,822 $13,302 $205,124 $130,039 $9,591 $65,494 18 $193,741 $13,435 $207,176 $130,039 $9,687 $67,450 19 $195,678 $13,569 $209,247 $130,039 $9,784 $69,424 20 $197,635 $13,705 $211,340 $130,039 $9,882 $71,419 TOTAL 53.602.090 5249,785 53.851.875 52.600.780 180 105 51.070.990 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR AVIATION ENGINEERING AND CONSULTING SERVICES FOR THE CITY OF DENTON ENTERPRISE AIRPORT WITH AGUIRRE RODEN, INC. IN AN AMOUNT NOT -TO- EXCEED $272,804; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5357- AWARDED TO AGUIRRE RODEN, INC.). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed agreement are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service agreement with Aguirre Roden, Inc., to provide professional design services for the Denton Enterprise Airport, 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 agreement. 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 5357, 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 IM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY IM 5 -ORD -File 5357 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER FILE #5357 THIS AGREEMENT is made and entered into as of the day of December, 2013, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Aguirre Roden, Inc., with its corporate office at 10670 N. Central Expressway, 6th Floor, Dallas, Texas 75231, hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, Prepare detailed engineering plans and constriction bid documents for the Taxilane Quebec Hangar Development. The constriction specifications, once prepared by the Design Professional, will be advertised for competitive solicitation to constrict the hangars. The professional design services is a part of the first phase of the 5 year plan for development of the general aviation hangars on approximately ten (10) acres of undeveloped land at the Denton Enterprise Airport. Page 1 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES — CONCEPTUAL DESIGN & CONSTRUCTION DOCUMENTS 2.1.1 For Basic Services, the total compensation for the professional design services shall be $272,804. 2.1.2 Progress payments for Basic Services shall be paid in the following percentages for the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Schematic Design Phase 15% Design and Development Phase 25% Constriction Documents Phase 30% Bidding Phase 05% Constriction Phase 25% 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services, see Attachment 1 which includes the fee /rate schedule. 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of _1_5_ times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1_1 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $10,000 without the prior written approval of the Owner. Page 2 SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: I . City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal (Attachment 1) This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Flail WITINTRCC- IM CITY OF DENTON GEORGE C. CAMPBELL CITY MANAGER DESIGN o Page 3 FIRM'S OFF ER/REPRESENTATIV (SIGNATUR \ \codad \departments\Materials Management\PRCH\Contracts Documents \5000 - 5999 \5357 PSAs Design of Airport Hangar Expansion -Aguirre Roden \5357 PSA Detailed Engineering Plans Hangar Expansion - Aguirre- Roden.doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE I. AR(HITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal ") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional') or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services "). 1.2 The Design Professional -,vill perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skull ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely* actions (the "Degree of Care "). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having.jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include -,vithout limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary_ to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 S(`HE1\LkTIC DESIGN PILkSE 2.2.1 The Design Professional, in consultation -,vith the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable Laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable Laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of anv adjustments to the preliminary_ estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DO(2T1\IENTS PIUSE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable Laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary_ bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of anv_ adjustments to previous preliminary of Construction Cost indicated by in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having.jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT Page 4 COD A \Departments Materials Management PRCH .Agenda Agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA ,PSA Form rev2.doc 2.5.1 The Design Professional, following the (Miser's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the (Meer will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the (Meer. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity* or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. fry WOMOM0:ilCf1YM a, 01 am M1 OMOMY "lice YMOMMO1Y:ACf1l 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the ONNner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance Nvith AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Forks Construction by North Central Texas Council of Governments, current as of the date of the Agreement, unless otheilvise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without witten agreement of the ONNner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the ONNner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by witten instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, While construction is in progress, and as reasonably necessary While construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work When completed will be in accordance with the Contract Documents. Design Professional shall provide (Meer a witten report subsequent to each on -site visit. On the basis of on -site observations the Design Professional shall keep the ONNner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the ONNner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the (Meer. The (Miser's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way the Design Professional's obligations or the (Miser's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to cane out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work Wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or When direct communications have been specially authorized, the ONNner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the (Meer, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the '�N'orlc is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for What purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work Which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, Whether or not such 'Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop DraNNings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining Whether or not the work, When completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the ONNner or of separate contractors, While allowing sufficient time in the Design Professionals professional: judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of Which remain the Page 5 COD A \Departments Materials Management PRCH agenda agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA,PSA Form rev2.doc responsibility* of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety* precautions or, unless othetivise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of W ich the item is a component. 'Mien professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the (Miser's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time W ich are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the (Meer, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the (Meer shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review NNritten guarantees and related documents required by the Contract for Construction to be assembled by Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the (Meer and Contractor under the requirements of the Contract Documents on NNritten request of either the (Meer or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in NNriting or in the form of drawings. 'lien making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both (Meer and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence ofnegligence. 2.6.17 The Design Professional shall render witten decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the (Meer for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the (Meer of any_ fees due, shall not be released from any rights the (Meer may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the (Meer with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL, 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the (Meer as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in witing by the (Meer. If services described under Contingent additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the (Meer in NNriting and shall not commence such additional services until it receives witten approval from the (Meer to proceed. If the (Meer indicates in witing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. (Meer will be responsible for compensating the Design Professional for Contingent additional Services only they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed bv_ the Design Professional, and the Design Professional shall be compensated therefor as agreed by the (Meer and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents Wren such revisions are: 1. inconsistent with approvals or instructions previously given by the (Meer, including revisions made necessary bv_ ad.justments in the (Miser's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the (Miser's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity; or the (Miser's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. Page 6 COD A \Departments Materials Management PRCH agenda agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA ,PSA Form rev2.doc 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an ehtensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning sun eys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special sunev_ s, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured dra-,vings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of evsting facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Serices. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked -up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Processional's obligations under this Subsection 3.4.18. ARTICLE 4 ONANER'S RESPONSIBILITIES 4.1 The Owner shall consult -,vith the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility; expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. Page 7 COD A \Departments Materials Management PRCH agenda agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA ,PSA Form rev2.doc 4.2 The O-mmer shall establish and update an overall budget for the Project, including the Construction Cost, the O-mmer's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the (Meer shall furnish evidence that financial arrangements have been made to fulfill the (Miser's obligations under this Agreement. 4.4 The (Meer shall designate a representative authorized to act on the (Miser's behalf with respect to the Project. The (Meer or such authorized representative shall render decisions in a timer* manner pertaining to documents submitted by Design Professional in order to avoid unreasonable delay the orderly sequential progress of the Design Professional's services. 4.5 'Miere applicable, the (Meer shall furnish sun-evs describing physical characteristics, legal limitations and utility locations for the site of the Project, and a NNritten legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage: rights -of -way; restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site: locations, dimensions and necessary data pertaining to evsting buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 'Miere applicable, the (Meer shall furnish the services of geotechnical engineers Wren such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The (Meer shall furnish the services of other consultants Wren such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as put of its Basic Services or Additional Services. 4.7 'Mien not a put of the additional Services, the (Meer shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The (Meer shall furnish all legal, accounting and insurance counseling services as may be necessary at anv time for the Project, including auditing services the (Meer may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the (Meer. 4.9 The services, information, surveys and reports required by (Meer under Sections 4.5 through 4.8 shall be furnished at the (Miser's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The (Meer shall give prompt NNritten notice to the Design Professional if the (Meer becomes aware of any or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the (Meer for review and approval at least fourteen (14) days prior to execution. The (Meer agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the (Meer of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the O-mmer and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time ofbidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights -of -way; financing or other costs W ich are the responsibility of the (Meer as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION ( 'OST 5.2.1 Evaluations of the (Miser's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best.judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the (Meer has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary_ from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in witing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any; shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the (Meer, anv Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the (Meer and the date on W ich proposals are sought. Page 8 COD A \Departments Materials Management PRCH agenda agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA ,PSA Form rev2.doc ARTICLE 6 O«NERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's seivice and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. hi the event the Owner uses anv of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from anv and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONI\EENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field suiveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. 'Mien the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned bv_ the Owner for more than 90 consecutive days, the Design Professional or the Owner may_ terminate the Agreement bv_ giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 hi the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred bv_ the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the follovving Clauses. 8.2.1.1 Expense of transportation in connection vvith the Project: expenses in connection with authorized out -of -town travel; long - distance com s: munication and fees paid for securing approval of authorities having.jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock -ups requested by the Owner. 8.2.1.5 Expense of computer -aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAITIENTS ON ACCOtNT OF BASIC SERN "ICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of seivice, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. Page 9 CODAD \Departments Materials Management PRCH .Agenda agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA,PSA Form rev2.doc 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or other-,vise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACC0UINT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's additional Services and for Reimbursable Expenses shall be made monthly 30 day_ s after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty; liquidated damages or other sums -,vithheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three v_ ears after the date of the final Certificate of Payment, or until any related to the Project is final, W ichever date is later. U114Y[fI0IllMI]I10MYM 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by one not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by State Insurance Commission or any agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTIC'LE 11 1\IISC'ELLANE0tTS PROVISIONS 11.1 The Agreement shall be governed bv_ the laws of the State of Texas. Venue of any_ suit or cause of action under the Agreement shall lie exclusively_ in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they not be reasonably_ harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal Page 10 CODAD \Departments Materials Management PRCH .Agenda agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA,PSA Form rev2.doc 11.4 Nothing contained in the Agreement shall create a contractual relationship -,vith or a cause of action in favor of a third party* against either the Owner or Design Professional. 11.5 Upon receipt of prior witten approval of (Meer, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the (Meer has previously advised the Design Professional in Nyriting of the specific information considered by the (Meer to be confi- dential or proprietary. The (Meer shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the (Meer shall not constitute, nor be deemed a release of the responsibility and liability* of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work: nor shall such approval be deemed to be an assumption of such responsibility* by the (Meer for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shoNNu below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any of the Agreement is found or deemed by a court of competent.jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision W ich comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement Page 11 CODAD \Departments Materials Management PRCH .Agenda agenda 2013-2014 December 17, 2013`,5357 - Aguirre Roden Airport Hangar PSA,PSA Form rev2.doc ATTACHMENT 1 AGUIRRE RODEN celebrating 10670 N. CENTRAL EXPWY, 61h FL, yr; DALLAS, TEXAS 75231 TEL 972.788.1508 FAX 972.788.1583 WWW.AGUIRRERODEN.COM A m THE CAN -DO SPIRIT THAT GETS THE JOB DONE ® Eslablished 1960 December 3, 2013 (Revised) Mr. Quentin Hix Director of Aviation Denton Municipal Airport 5000 Airport Road Denton, Texas 76207 RE: PROPOSAL FOR PROFESSIONAL DESIGN SERVICES Dear Quentin: Aguirre Roden is pleased to submit this proposal for professional design services. These services include: • Project Management • Topographic and Utility Surveying, • Civil Engineering, • Architectural Hangar Design, • Structural Engineering, • Mechanical Engineering, • Plumbing Design, • Electrical Engineering, and • Construction Cost Estimating. These services are initially focused on the first phase of your five -year plan for the development of general aviation hangars on approximately 10 acres of undeveloped land at the Denton Airport, and may also include other design services during that period as the City of Denton may direct. Phase One - General The first phase of your five -year plan for the development of the Denton Airport includes approximately twenty -seven (27) general aviation hangars consisting of 20 "nested T" hangars, 3 box hangars for nested T type aircraft and 4 larger "King Air' hangars which can accommodate larger aircraft. The site is located at the northwest corner of Taxiway P and Taxiway Q, and is approximately 3.41 acres in size. Working closely with the Denton Airport staff, Aguirre Roden will provide design and engineering services necessary to produce construction documents suitable for open public bidding and construction. We will adhere to the City of Denton's General Conditions as listed in the Professional Services Agreement regarding the schematic design phase, design development phase, construction documents phase, construction contract procurement phase and the administration of the construction contract during the construction phase. Phase One — Specific Services Project Management and Architecture Aguirre Roden's Project Manager, David Powyszynski, AIA, LEED AP, will manage this project from inception through completion during the five year plan. He will ensure that the City of Denton and the Denton Airport staff are continually informed of project scope, schedule and costs. ARCHITECTURE N ENGINEERING ® CONSTRUCTION ® PROGRAM MANAGEMENT December 3, 2013 (Revised) Page 2 of 5 �e Established 1960 Topographic and Utility Surveying An electronic map will be developed with 1 foot contour intervals on a nominal 50' grid system tied to existing control points and project benchmark system. Manhole flowline and rim elevations, perimeter roadways and taxiways to the opposite side of the pavement will be captured. Detention pond topographic surveying is not included in this proposal, but is available as an additional service. Civil Engineering Our civil engineering consultant, Kimley -Horn and Associates, will prepare grading plans, paving and striping plans, earthwork calculations, drainage area.map and calculations, storm drainage plans and profiles, utility plans, water and wastewater plans, erosion control plans, dimensional control plans, details and opinions of probable construction cost. Offsite detention plans are not included in this proposal, but are available as an additional service. Architectural Hangar Design Working closely with the Denton Airport staff a prototype "nested T and jet pod" hangar design will be developed and refined. Emphasis will be focused on functionality, energy efficiency, cost effectiveness and ease of maintenance. Although the design of larger hangars to accommodate larger aircraft such as Challenger or Lear jets is not anticipated in the first phase, these services are available as an additional service. Structural Engineering Aguirre Roden's structural engineering staff will develop foundation design and work with the hangar designers to confirm structural integrity and details. Mechanical Engineering The hangars are intended to be ventilated, but not air - conditioned. Heating and air- conditioning can be provided to specific hangars at additional cost if desired. Plumbing Design Each "nested T and jet pod" hangar will include a small restroom and exterior hose bibs for maintenance purposes. Aguirre Roden's plumbing designers will work with the civil engineers to ensure that rainwater is directed to the stormwater system. Electrical Engineering Interior and exterior hangar lighting and convenience power receptacles will be provided. Emphasis will be placed on energy efficiency and ease of maintenance. Low voltage systems such as security systems, fire alarm systems or audio /visual systems are not included in this proposal, but are available as an additional service. Construction Cost Estimatinq Aguirre Roden's sister construction company, Aguirre Roden Building Systems, shall provide cost estimating services at each phase of the hangar development. Historically, their estimates have proven to be within 5% to 10% accuracy when compared to independent bids. This accuracy will give comfort to the City of Denton and the Denton Airport staff in their planning and budgeting process. ARCHITECTURE 0 ENGINEERING N CONSTRUCTION 10 PROGRAM MANAGEMENT December 3, 2013 (Revised) Page 3 of 5 Aguirre Roden will exercise its professional judgment within the prevailing standard of care to design the project within the Owner's budget. However, there are numerous contributing factors which are outside of the design professional's control which contribute to the construction cost such as existing unforeseen conditions, availability of specialty suppliers and installers, Owner requirements and general market instability of material costs. Compensation Compensation for the design of Phase One of this project shall be a stipulated lump -sum fee of $272,804.00. This includes the following: • Project Management $ 85,656.00 • Topographic and Utility Surveying, $ 6,000.00 • Civil Engineering, $ 60,100.00 • Architectural Hangar Design, $ 31,816.00 i Structural Engineering, $ 15,588.00 • Mechanical Engineering, $ 5,500.00 • Plumbing Design, $ 14,764.00 Y Electrical Engineering, and $ 14,880.00 • Construction Cost Estimating. $ 38,500.00 $272,804.00 We shall invoice monthly based upon the percentage of the work completed. Reimbursable expenses will be listed separately, with receipt back -up if requested. Payment is expected to be net 30 days. Compensation for Conceptual Design Before the full design effort for construction documents is started, the City of Denton desires Aguirre Roden to complete conceptual design of the hangar configuration, develop a conceptual cost estimate and determine if the return on investment to the City can be realized. This conceptual design effort shall be limited to $38,500.00 of the overall design fee plus $1,500.00 of reimbursable expenses. Reimbursable Expenses Reimbursable expenses such as reproduction of drawings and specifications, courier expenses, travel, lodging, rental car, meals and incidental expenses such as the State - required accessibility review and inspection are in addition to the proposed fees. They will be invoiced at 1.10 times the expense and will not exceed $10,000.00 without your written approval. Owner's Responsibilities Soil borings and geotechnical reports are not included in the proposed design and engineering fees. Aguirre Roden can assist the City of Denton in procuring these services if desired, as a reimbursable expense. ARCHITECTURE M ENGINEERING 0 CONSTRUCTION ® PROGRAM MANAGEMENT December 3, 2013 (Revised) Page 4 of 5 Owner Shall Provide • A geotechnical investigation to establish foundation and paving recommendations. Schedule • Conceptual Design and Analysis • Preliminary Design • Design Development • Construction Documents • Issue for Bidding • Addenda & Pre -bid • Bid Evaluation and Award • Construction Administration - 4 Weeks from written Notice to Proceed. - 3 Weeks - 9 Weeks - 9 Weeks - 1 Week - 3 Weeks - 1 Week - Throughout the construction period. Established 1960 Extension of Services We anticipate that the design and construction of Phase One of the Denton Airport development plan will take approximately one year. The City of Denton may extend the Professional Services Agreement at any time to address the following phases of the 5 year development plan. Indemnification The Client shall indemnify and hold harmless Aguirre Roden, Inc. and all of its personnel from and against any and all claims, damages, losses, and expenses (including reasonable attorney's fees) arising out of or resulting from the performance of the services, provided that any such claim, damage, loss, or expense is caused in whole or in part by the negligent act, omission, and /or strict liability of the Client, anyone directly or indirectly employed by the Client (except Aguirre Roden), or anyone for whose acts any of them may be liable. Risk Allocation Aguirre Roden will use the currently accepted industry standard of care in developing the design and engineering of the project. In recognition of the relative risks, rewards, and benefits of the project to both the Client and Aguirre Roden, the risks have been allocated such that the Client agrees that to the fullest extent permitted by law, Aguirre Roden's total liability to the Client for any and all claims, losses, expenses, damages, or claim expenses arising out of this agreement from any cause or causes, shall not exceed Aguirre Roden's fee. Such causes include Aguirre Roden's negligence, errors and omissions, strict liability, or breach of contract or breach of warranty. Statutory Statement of Jurisdiction (Required by State. Law - Art.249a Texas Revised Civil Statutes and Art. 249e, Texas Civil Statutes) Individuals licensed under the Texas Architectural Registration Act and the Texas Interior Designers Registration Law are subject to the jurisdiction of the Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2 -350, Austin, Texas 78701 -3942, 512 -305 -9000. ARCHITECTURE N ENGINEERING ® CONSTRUCTION 0 PROGRAM MANAGEMENT December 3, 2013 (Revised) Page 5 of 5 AGUIRRE RODEN, Summary We are excited about the first phase of your airport development plans and we look forward to being a part of your team. Your consideration of our proposal is appreciated. Please call me if you desire any clarification to this proposal. My direct line and cell phone are provided below for your use. Sincerely, Aguirre Roden, Inc. David B. Powyszynski, Senior Vice President Direct Line: -- 972- 789 -2610 Cell Phone: 214 - 477 -1274 Authorization To authorize this proposal dated December 3, 2013, please sign in the space provided below and return one signed copy of this proposal to us for our files. We can begin work upon receipt of an emailed copy of this signature page. This proposal will be the agreement between us for this project. (It is assumed that a formal Professional Services Agreement will be prepared using the City of Denton's standard document as a base, modified and agreed upon by both parties) Authorized by: Name: (typed or printed) Phone: date ARCHITECTURE a ENGINEERING 0 CONSTRUCTION W PROGRAM MANAGEMENT AGUIRRE RODEN Inc. All Rate Schedule Class Code Class Description Dill Rate AD1 ADMIN STAFF - LEVEL 1 72 AD2 ADMIN STAFF - LEVEL 2 82 All ARCHITECTURAL INTERN LEVEL 1 82 AI2 ARCHITECTURAL INTERN LEVEL 2 93 A13 ARCHITECTURAL INTERN LEVEL 3 103 APM ASSISTANT PROJECT MANAGER 113 CAI CONSTRUCTION ADMINISTRATION - LVL 98 CA2 CONSTRUCTION ADMINISTRATION -LVL 2 108 CC CONSTRUCTION COORDINATOR 98 CD1 CADD TECHNICIAN - LEVEL 1 77 CD2 CADD TECHNICIAN - LEVEL 2 98 CEO CHIEF EXECUTIVE OFFICER 320 CM1 CONSTRUCTION MANAGER i 121 CM2 CONSTRUCTION MANAGER 2 137 COO CHIEF OPERATING OFFICER 294 CPI COMPUTER MAINTENANCE 98 CS1 CONSTRUCTION SUPERINTENT 1 93 CS2 CONSTRUCTION SUPERINTENT 2 118 DIR TECHNICAL DIRECTOR 173 DLA DESIGN LEAD ARCHITECT 173 DOC DOCUMENT CONTROL 108 ECi ENVIRONMENTAL COMPLIANCE 1 99 EC2 ENVIRONMENTAL COMPLIANCE 2 125 ED1 ENGINEERING DESIGNER 1 95 ED2 ENGINEERING DESIGNER 2 116 Ell ENGINEER INTERN - LEVEL 1 98 E12 ENGINEER INTERN - LEVEL 2 118 EST DIRECTOR COST ESTIMATOR 152 ES1 COST ESTIMATOR - LEVEL 1 88 E82 COST ESTIMATOR - LEVEL 2 113 EXP EXPERTWITNESS 378 HAS HUMAN RESOURCES DIRECTOR 105 ID INTERIOR DESIGNER 110 Ili INTERIORS INTERN LEVEL 1 77 112 INTERIORS INTERN LEVEL 2 93 LED LEAD ENGINEERING DESIGNER 126 MK1 SALES- MARKETER /COORDINATOR - LEVEL 1 88 MK2 SALES- MARKETER /COORDINATOR - LEVEL 2 98 OFM OFFICE MANAGER 88 PA1 PROJECT ARCHITECT - LEVEL 1 110 PA2 PROJECT ARCHITECT - LEVEL 2 121 PA3 PROJECT ARCHITECT - LEVEL 3 131 PAM PROJECT ADMINISTRATOR 98 PEI PROFESSIONAL ENGINEER - LEVEL 1 121 PE2 PROFESSIONAL ENGINEER - LEVEL 2 142 PG1 PROGRAM MANAGER 1 100 PG2 PROGRAM MANAGER 2 121 PM1 PROJECT MANAGER 1 147 PM2 PROJECT MANAGER - LEVEL 2 163 QS QUALITY SPECIALIST 125 SFC SENIOR FACILITY COORDINATOR 105 SFM SENIOR FACILITY MGR - CFM CERT 137 SP SPACE PLANNER 121 SPA SENIOR PROJECT ARCHITECT 168 SPG SENIOR PROGRAM MANAGER 137 SPW SPECIFICATIONS WRITER 126 SVP SENIOR VICE PRESIDENT 205 VP VICE PRESIDENT 189 11MAI- O(Mccounliny CodesWurrent Rate Schedule\Al 1 rate schedule AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley � -A SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional Services Agreement for engineering services by and between the City of Denton, Texas and Black & Veatch Corporation, for electric engineering services relating to the Arco substation as well as other Denton Municipal Electric projects; authorizing the expenditure of funds therefor; and providing an effective date (File 5089 in the additional amount of not -to- exceed $781,400; aggregating a total not -to- exceed $1,345,400). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION A Professional Services Agreement with Black & Veatch Corporation in the amount of $564,000 for electric design and other engineering services for a relay coordination study incident to the Denton Municipal Electric Transmission System was approved by Council on November 6, 2012. This amendment will include professional services related to the design and for support in the procurement and constriction phases of the Arco Substation which must be reconstructed to provide a different bus configuration that will increase bus capacity, provide additional transmission terminals, and place two (2) Denton Municipal Electric substation power transformers on independent sources. A detailed description of the services to be provided is included in the Public Utilities Board Agenda Information Sheet (Exhibit 1). In accordance with provisions of Texas Local Government Code Chapter 2254, the procurement of professional services is exempt from the requirements of the competitive bid process. City staff is recommending approval of the First Amendment based upon the detailed qualifications criteria of Black & Veatch Corporation and the continuity of existing services. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 9, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a First Amendment to the Professional Services Agreement with Black & Veatch Corporation in the amount of $781,400 for a total not -to- exceed amount of $1,345,400). Agenda Information Sheet December 17, 2013 Page 2 PRINCIPAL PLACE OF BUSINESS Black & Veatch Corporation Overland Park, KS ESTIMATED SCHEDULE OF PROJECT The services to be performed will begin immediately upon Council approval. The agreement will remain in effect for the period which may be reasonably required for completion of the project. FISCAL INFORMATION The costs for material purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. Approximately 95% of 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 without Exhibits Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 AIS -File 5089 Exhibit 1 PUBLIC UTILITIES BOARD AGENDA ITEM #8 AGENDA INFORMATION SHEET AGENDA DATE: December 9, 2013 DEPARTMENT: Utilities ACM: Howard Martin, 349 -8232 SUBJECT Receive a report, hold a discussion, and recommend adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional services Agreement for Engineering Services by and between the City of Denton, Texas and Black & Veatch Corporation, for Electric Engineering Services relating to the Arco Substation as well as other Denton Municipal Electric projects; authorizing the expenditure of funds therefor; providing an effective date (File 5098 in the additional amount of not -to- exceed $781,499; aggregating a total not -to- exceed $1,345,400) BACKGROUND The Arco Substation must be reconstructed. Part of the existing station is owned by Denton Municipal Electric (DME), and part of it is owned by Texas Municipal Power Agency (TMPA). Reconstruction is necessary to provide a completely different bus configuration that will increase the bus capacity, provide additional transmission line terminals, and place two DME substation power transformers on independent sources. The only possible way to address all the needs is to procure a new site and constrict a new station. Exhibit 1 is a location map for the Arco Substation. Exhibit 2 is a drawing showing the configuration of the existing substation. Exhibit 3 is a drawing showing the configuration of the proposed substation. Exhibit 4 is included to provide additional information about why the Arco project is necessary, why the configuration of the station must change, and why a new site is required. A decision has been made that TMPA will not constrict and own this project. DME will take over the project from its current state, complete purchase of the site, complete all aspects of the design, and will own the completed facility. In anticipation of this possibility, DME included a project in its Capital Improvement Program (CIP) for the Arco Substation reconstruction. DME proposes to amend its contract with Black & Veatch to include substation design in the scope of services and add money to the contract to cover the cost of the additional services. The primary substation design project that Black & Veatch will complete for DME will be the Arco Substation, but it is proposed that the scope of the professional services agreement not be limited to the Arco project alone. Black &Veatch, and particularly the College Station office, designs many substations each year. That fact is why DME contracted with Black & Veatch to assist with concept development for substation projects. Making their experience available on a broader scope is appropriate. AIS — PUB Agenda Item 48 December 9, 2013 Page 2 of 6 Because of the Arco Substation project and other DME projects on TMPA lines, it will be necessary to complete design work in other TMPA stations. The additional design work will mostly be related to relay and control upgrades, supervisory control and data acquisition (SCADA) configuration changes, and for in- station relay communications. Replacing or upgrading relaying on one end of a transmission line may make it necessary to perform a similar change on the opposite end of the line. DME would prefer the option of using Black & Veatch as the engineer for those smaller projects. Black & Veatch has been the engineering firm that has completed all of TMPA designs for several years. As stated earlier, it was anticipated that responsibility for certain TMPA projects would be transferred to DME, and funding for these projects was included in the CIP. Because it was uncertain when and exactly what projects would become DME responsibility, professional engineering contracts were not structured to include all costs for this work. DME will continue to use its existing engineering contracts for portions of the Arco project. SGS will provide structural design for three new strictures. Teague Nall & Perkins (TN &P) will provide surveying, SUP, permitting, and platting services and will complete the civil design. Teague Nall & Perkins was retained by TMPA originally for surveying, certain civil design work, SUP, permitting, and platting services. It should be noted that Black & Veatch used DME's substation standard drawing to the extent possible. DME will be responsible for procurement of all material except breakers, which TMPA has already purchased. Use of DME standards will allow use of procurement contracts already in place for most material and equipment for Arco. DME proposes to contract with Black & Veatch for the professional services needed for design and for support in the procurement and constriction phases of the Arco Substation and for other projects as needed. DME has an existing contract with Black & Veatch that was approved in November of 2012. That contract was to obtain assistance with developing substation concept designs for projects in the CIP, to provide support and drawings to support the site selection process for substation, to perform a complete transmission system protection study, to develop records and documentation to assist with NERC compliance as it pertains to system protection, to provide protective relay setting assistance as needed, and to provide consulting on other issues as needed. If the full design responsibility for the Arco Substation project is assigned to an engineering group other than Black & Veatch, every aspect of the designs and preliminary information that has been gathered would have to be verified before any other engineering firm could professionally seal the designs. The TEXAS ENGINEERING PRACTICE ACT AND RULES CONCERNING THE PRACTICE OF ENGINEERING AND PROFESSIONAL ENGINEERING LICENSURE requirements state: §137.33 Sealing Procedures (a) The purpose of the engineer's seal is to assure the user of the engineering product that the work has been performed or directly supervised by the professional engineer named and to delineate the scope of the engineer's work. Texas Engineering Practice Act and Rules Page 54 of 67 Effective 9/10/07 (b) License holders shall only seal work done by them, performed under their direct supervision as defined in § 131.81 of this title, relating to Definitions, or shall be standards or general guideline specifications that they have reviewed and selected. Upon sealing, engineers take full professional responsibility for that work. AIS — PUB Agenda Item 48 December 9, 2013 Page 3 of 6 The amount for the increase in this contract was arrived at by estimating the costs for the work for Arco and adding an amount for work in other stations. It is fully expected that Black & Veatch will be tasked to provide services for the Arco project and for work in other TMPA stations. Changes in priorities, unforeseen requirements, or changes in approved projects could alter the projects that will be undertaken. The contract is structured to be billed on an hourly basis for work performed so that, should needs arise that are not related to the specific projects that were used to constrict the estimate for this amendment, Black & Veatch can be used as a resource for DME to obtain necessary professional engineering services. It should also be noted that the contract does not obligate DME to provide work up to the contract amount or to make any minimum expenditure. The following is a summary showing how the costs for the amendment were constricted: Black & Veatch Project Estimate for Professional Services in Support of CIP December 9, 2013 Planned Estimated Description In- Service Cost Year Arco Substation Design and Automation Services 2016 $541,400 Substation Design Support for Related Proiects I 2014 -16 I $200,000 Miscellaneous Design Su ort _ I I $40,000 Substation Project Design Total $781,400 As stated earlier, DME must have the support of an outside engineering services group to complete the designs and provide procurement and constriction support. DME has a contract in place with SGS Engineering for substation design and support services. SGS will continue to be tasked with design for reconstruction of most of DME's projects. Because of the additional work generated by the decision to transfer responsibility for reconstruction of Arco and possibly other work from TMPA to DME, and because it will be necessary to undertake multiple projects at the same time, there will be a need for additional engineering resources above what SGS can provide and above what they have been funded to provide. Black & Veatch has worked with TMPA for several years on these types of projects. Selecting a consultant other then Black & Veatch at this point would mean that DME would have to develop new relationships and work through training a new group on the types of designs and features DME has found useful. The knowledge and data gathered by Black & Veatch so far would be lost. The efficiency of having a group already familiar with the types of designs used by TMPA and DME, and that has a library of information to draw from would be lost. With the scope and volume of substation work already identified in the CIP, along with the aggressive timeframe for completing all currently approved CIP projects, amending the contract with Black & Veatch is the most efficient and effective choice. AIS — PUB Agenda Item 48 December 9, 2013 Page 4 of 6 DME views the estimate for services from Black & Veatch as exactly that — an estimate in advance of design. The scopes of the projects are known (e.g. to design substation projects), but the exact work that will be required cannot be known until the design is actually undertaken. The amount of work needed could change or assistance may be needed with design of additional substation components that were not expected. To address this uncertainty, DME has added an amount of approximately 5.4% ($40,000) to the estimate to cover miscellaneous items that tend to surface during substation projects and to provide a small amount that can be used in the event that design or analysis is needed to support other projects. OPTIONS 1. Recommend approval of the proposed amendment to the Professional Services Agreement with Black & Veatch Corporation in the amount of $781,400. 2. Not recommend approval of the proposed amendment to the Professional Services Agreement with Black & Veatch Corporation and direct that other actions be taken to obtain the needed services. RECOMMENDATION DME recommends approval of the amended contract with Black & Veatch Corporation ESTIMATED SCHEDULE Project designs will begin immediately upon approval by the City Council and will proceed in accordance with project needs. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Professional Services Agreement that is currently in force with Black & Veatch Corporation was approved in November of 2012. FISCAL INFORMATION The charges for work under this contract amendment will not exceed an additional $781,400 for a total contract amount of $1,345,400, and will be funded out of amounts budgeted for specific projects. Approximately 95% of the work proposed will be in the transmission category. The costs attributable to the transmission category will ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS). The proposed amendment will not increase CIP cost. Amounts for all project were included in the CIP. BID INFORMATION Texas statutory law provides that procurements for professional services are made in accordance with the "Professional Services Procurement Act." The provisions of Texas Local Government Code, Section 252,022(a)(4) provide that procurements for professional services are exempt from the requirements of competitive bidding. AIS — PUB Agenda Item 48 December 9, 2013 Page 5 of 6 DATE SCHEDULED FOR COUNCIL APPROVAL December 17, 2013 EXHIBITS 1. Project Location Map for Arco Substation 2. Drawing for the Existing Substation 3. Drawing for the Proposed Substation 4. Arco Substation Project Information 5. Proposed Amendment to Professional Services Agreement and Proposal from Black & Veatch 6. Professional Services Agreement, November 2012 (File 5089) Respectfully submitted, Phil Williams General Manager Denton Municipal Electric Prepared by: Chuck Sears Engineering Division Manager Denton Municipal Electric Exhibit 2 1 DRAFT MINUTES 2 PUBLIC UTILITIES BOARD 3 December 9, 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, December 9, 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, Leonard Herring, Phil Gallivan and Barbara Russell 12 13 Absent: Lilia Bynum 14 15 Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities 16 17 OPEN MEETING 18 19 ITEMS FOR INDIVIDUAL CONSIDERATION: 20 21 9) Receive a report, hold a discussion, and recommend adoption of an ordinance of the City of 22 Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional 23 services Agreement for Engineering Services by and between the City of Denton, Texas and 24 Black & Veatch Corporation, for Electric Engineering Services relating to the Arco 25 Substation as well as other Denton Municipal Electric projects; authorizing the expenditure 26 of funds therefor; providing an effective date (File 5098 in the additional amount of not -to- 27 exceed $781,499; aggregating atotal not -to- exceed $1,345,400). 28 29 Chuck Sears, Engineering Division Manager, made the presentation. Sears stated this is an 30 amendment to an existing contract. B &V had completed extensive work on the Arco project 31 prior to the decision to transfer it to DME. For SGS to takeover the project, they would have to 32 verify all work that Black & Veatch has done adding time and cost to the project. SGS is fully 33 tasked with projects at this time. 34 35 Herring asked if we have talked about this contract before. Sears answered not about this one. 36 The work that is to be required by B &V is Arco Substation Reconstruction is the primary 37 project, Denton north protective relay changes and serve as a resource for additional substation 38 and protection system design and consultation for DME. 39 40 Herring asked with this amendment with the additional cost for engineering services is this 41 within the budget. Sears answered it is. The project has been anticipated. Gallivan asked how 42 long we have known that TMPA would back away. Sears answered there was an anticipation a 43 couple of years ago but until it happens you are never certain. This has been budgeted for in the 44 last two budget cycles. Gallivan stated there have been a lot of ARCO substation work it is hard 45 to pick out what part of the budget incorporates this additional expense. Sears stated that this 46 project is entirely included in the CIP. 47 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Draft Minutes of the Public Utilities Board Meeting December 9, 2013 Page 2 of 2 Gallivan asked if this is all reimbursable. Williams stated all will be filed on TCOS. Sears stated all except two distribution transformers. Herring stated it is ironic that the more money you spend the more money you get back. Cheek stated it promotes companies to keep good facilities so the grid stays up. Williams added that the Utilities Commission direction is what they believe facilities a better deregulated wholesale market is a better electric highway. Transmission systems are the electric highway to get generation to load. Policies encourage more transmission. Sears showed a map of where the substation would be. There is an explosive amount of growth out the Hwy 380 corridor. Right now the main source for power is Denton West. Staff is also working on a new source northwest which is called the West Krim site for Oncor. It is a 345 to 138 conversion Transmission lines built back into the Masch Branch Road area and 1173. That substation site has already been approved. When that source comes in about 2015 -2016 it will put a lot of pressure on flow to the east because of being the strong source for that area. There will be issues to look at for the transmission lines to the north side of Denton. There is a lot of pressure to get this accomplished. ERCOT, ONCOR and Brazos have all looked at it and agree there is a significant issue and in order to complete all the connectivity there needs to be a new site. Motion was made to approve item 9 by Board Member Russell with the second by Board Member Robinson. The vote was 6 -0 approved. Adjournment 11:50 a.m. ORDINANCE NO. 2013- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES BY AND BETWEEN THE CITY OF DENTON, TEXAS AND BLACK & VEATCH CORPORATION, FOR ELECTRIC ENGINEERING SERVICES RELATING TO THE ARCO SUBSTATION AS WELL AS OTHER DENTON MUNICIPAL ELECTRIC PROJECTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5089 IN THE ADDITIONAL AMOUNT OF NOT -TO- EXCEED $781,400; AGGREGATING A TOTAL NOT -TO- EXCEED $1,345,400). WHEREAS, the City Council deems it necessary and appropriate and in the public interest to continue to engage the engineering firm of Black & Veatch Corporation, a Kansas Corporation, located in Overland Park, Kansas ( "B &V "), to provide the City with professional electric design and engineering services pertaining to B &V's work in support of the city's capital improvement plan regarding a relay coordination study incident to the Denton electric transmission system; and additionally to provide services incident to the DME ARCO Substation and other related DME projects; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the hereinabove described professional services by Denton Municipal Electric, and that limited City staff cannot adequately perform the specialized engineering and other professional services and tasks, with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council hereby finds and concludes that B &V is appropriately qualified under the provisions of the law, to be retained as an engineering firm for the City and for its department, Denton Municipal Electric, respecting this engagement; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional services, as set forth in the "First Amendment to a Professional Services Agreement for Engineering Services;" NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble hereto are tale and correct and are incorporated herewith as a part of this Ordinance. 1 SECTION 2. The City Manager is hereby authorized to execute a "First Amendment to a Professional Services Agreement for Engineering Services" (the "First Amendment ") with the engineering firm of Black & Veatch Corporation, in the additional amount of not -to- exceed $781,400, for professional engineering services pertaining to the interests of the City and of its electric department, DME, as hereinabove described, in substantially the form of the First Amendment which is attached hereto as Exhibit "A" which is incorporated herewith by reference. SECTION 3. The award of this First Amendment is on the basis of the demonstrated competence and qualifications of the firm of B &V, and the ability of B &V, to perform the professional design and engineering and related services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided for in the attached First Amendment is hereby authorized. SECTION 5. This ordinance shall become effective upon its passage and approval. PASSED AND APPROVED this the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY IM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: 2 MARK A. BURROUGHS, MAYOR STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES [FILE NO. 5089] This "First Amendment to a Professional Services Agreement for Engineering Services" (hereafter the "First Amendment ") is made and entered into as of the day of , 2013; by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER;" and Black & Veatch Corporation, a Kansas Corporation, with its office at 11401 Lamar Avenue, Overland Park, Kansas 66211, hereinafter called "B &V" each acting herein, by and through their duly authorized officials, officers and representatives. Previously, on November 6, 2012, the City of Denton, Texas engaged the firm of Black & Veatch Corporation, by a "Professional Services Agreement for Engineering Services Incident to the Denton Electric Transmission System" (hereafter the "Agreement "), in order to perform professional services related to the Denton Municipal Electric ( "DME ") Transmission System. The Agreement provided for an expenditure of not -to- exceed $564,000 for such professional services and particularly described the services to be rendered therein; the City Council, by Ordinance No. 2012 -303, enacted on November 6, 2012, approved said Agreement; and As work progressed with B &V under the Agreement, it became necessary for the expansion of scope of services under the original Agreement because of the necessity to include services for engineering and design services for the ARCO Substation and other related projects of Denton Municipal Electric, resulting in an increased amount of not -to- exceed $781,400, and a total price for services of not -to- exceed $1,345,400; these expanded services are set forth and described in a fifteen (15) page document entitled "Amendment for Substation Design and Automation Services," marked as Exhibit "A," which document is attached hereto and incorporated herewith by reference; and Accordingly, the OWNER and B &V have proposed this "First Amendment to a Professional Services Agreement for Engineering Services" (hereafter the "First Amendment "); which First Amendment provides for additional professional services fees of not -to- exceed amount of $781,400, totaling a fee of not -to- exceed $1,345,400; and request that this First Amendment be approved in order to continue and provide the necessary services by B &V on the DME System; and WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree to amend the terms of the original Agreement relating to the Project for the first time (the "First Amendment ") as follows: ARTICLE I INCREASE OF COMPENSATION AMOUNT The total amount to be paid for professional services the First Amendment is not -to- exceed $1,345,400. This is the aggregate of the Agreement price of not -to- exceed $564,000, plus the additional amount authorized by this First Amendment of $781,400. ARTICLE II EFFECT OF THIS FIRST AMENDMENT B &V and OWNER hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the original Agreement, shall be and will remain in full force and effect. ARTICLE III ADDITIONAL SERVICES B &V and OWNER hereby agree that Exhibit "A ", being a fifteen (15) page document attached hereto as Exhibit "A," hereby states the additional services to be rendered to OWNER by B &V, in addition to those services previously contracted for under the original Agreement. IN WITNESS HEREOF, the City of Denton, Texas has executed this First Amendment, by its duly authorized City Manager; and CONSULTANT has executed this First Amendment by and through its duly authorized undersigned officer on this the day of , 2013. "OWNER" THE CITY OF DENTON, TEXAS A Texas Municipal Corporation ATTEST: JENNIFER WALTERS, CITY SECRETARY IM GEORGE C. CAMPBELL, CITY MANAGER 2 0 MMMM- W-M-0 1, gloom-loullm amomwommulmowd Lo 0 A Kansas Corporation a s & i -Dew-r 4. Pgo-ra,-r Nepac:Toim- AMENDMENT FOR SUBSTATION DESIGN AND AUTOMATION SERVICES Derr�tor�� P\Atur�kl a �� E �� e t WA HOW x LTA H.Ilk is] 181 0 B LACK &VEATCH ® Building a warld of clifference° Denton Municipal Electric I S;UB'dAl K:I',,I LEI `,1f )1',J /al',,ID U I( IVIUl IG..I',J `d 11I UK I S; I' I' 1.0 ENGINEERING SERVICES DESCRIPTION ............................................................ ..............................1 2.0 CONCEPTUAL DESIGN .............................................................................................. ..............................1 2.1 Substation Integration and Automation System Conceptual Design ..... ..............................1 2.2 Substation Conceptual Design Development .................................................. ..............................1 2.3 DME Tasks ...................................................................................................................... ..............................2 2.4 Subcontracted Services ............................................................................................ ..............................2 3.0 DETAIL DESIGN ......................................................................................................... ............................... 3 3.1 Engineer's Tasks .......................................................................................................... ..............................3 3.2 DME's Tasks .................................................................................................................. ..............................4 3.3 General Clarifications ................................................................................................ ..............................4 4.0 PROJECT SCHEDULES AND BUDGETARY ESTIMATE .................................... ............................... 5 4.1 Project Schedule .......................................................................................................... ..............................5 4.2 Engineering Cost Estimate ...................................................................................... ..............................5 LIST OF APPENDICES A.1 Engineering Man -hour Estimates for Design Services ........................................................ A -1 nl ACK .°c Vl',A C11 `.4I" V°"WICI .w G GIia �I' "I,�l':�� This document is an amendment to the Black & Veatch Professional Services Agreement dated November 6, 2012, to include substation design and automation services. The services will include the design for the new Denton Municipal Electric (DME) ARCO Substation and the associated support services as required for related projects. The ARCO substation will be relocated north of the existing substation site and the existing transmission lines will be re- directed to the new substation yard along with the existing DME optical fiber and communication facilities. A new pre- fabricated control building will contain the relaying and controls for the equipment in the new substation yard and will include HVAC, lighting, AC and DC house service equipment, SCADA and communication equipment. The design services will also include SCADA system configuration and automation. This document summarizes B &V's proposed scope of work for the substation design and automation services. Conceptual design will include the following activities. 2.1 SUBSTATION INTEGRATION AND AUTOMATION SYSTEM CONCEPTUAL DESIGN The Substation Integration and Automation System Conceptual Design will include the layout of two SCADA panels with the following proposed equipment 1. First Panel to contain the router, switch, SEL -3354, SEL -2407, and two SEL- 2411's. 2. Second Panel to contain a panel mounted monitor, keyboard drawer, and SEL -3530 w /HMI. Deliverables for Conceptual Design 1. Preliminary Communication Block Diagram. The block diagram will show at least one of each IED connected together in a typical application plus external communication connections. The purpose of the block diagram is the same as an electrical one line: to show how system components are connected together to drive other schematic and wiring diagram development. The SCADA and HMI design will be based on the developed templates for the Denton West relay and SCADA upgrade and /or from DME developed configurations and templates. 2.2 SUBSTATION CONCEPTUAL DESIGN DEVELOPMENT The Substation Conceptual Design Development will be based on the following deliverables and tasks: 1. Kick off Meeting. DME and B &V will meet to establish project design criteria. 2. Site Arrangement Provide conceptual general arrangement drawings for review and approval by DME. 31 LACK .°c Vl',A II I `.4I" V°"NICI .w G GIia �I' "I,�N':�� 3. One -line Equipment Diagram. Prepare a conceptual switching one line equipment diagram and a conceptual relaying one line diagram for review and approval by DME. 4. Control House Layout and Arrangement Prepare a conceptual control house layout and arrangement drawing for review and approval by DME. S. Substation Design Memorandum. On the basis of design criteria provided by DME, B &V will prepare a Substation Design Memorandum that documents the following. Project description Site description and development Substation arrangement Electrical and structural design criteria Insulation (BIL) levels. Lightning shielding criteria. Electrical clearance and spacings. Switchyard bus design criteria. Switchyard support structure criteria and type. Foundation criteria. Grounding criteria. Control Building design criteria. Major Equipment ratings. Project One- Lines. Protection and control systems SCADA Requirements. 2.3 DME TASKS DME will perform the following Conceptual Design tasks. Provide B &V with conceptual design data to include on the conceptual one -line diagrams, and design criteria at the Project kickoff meeting. Provide B &V with typical DME design standards and reference sites. Review the conceptual site and control building arrangement drawings and the one line drawings prepared by B &V, and provide approval and /or comments to the Engineer within 2 weeks after receipt 2.4 SUBCONTRACTED SERVICES B &V will subcontract a testing company to provide soil resistivity tests for the substation site as part of the Conceptual Design. 31 LACK SIIE!"" C11 "ry V`Y P.d .Y .Yy X1.1 Ind/ SI" V°YSIIC .Y I Detail design will include the addition of new drawings for the Arco Re -build Substation Project The following types and quantities of design drawings are anticipated. Appendix A.1 includes a detailed description of each of the anticipated design tasks and drawing deliverables. 3.1 ENGINEER'S TASKS Provide a monthly progress report for project and schedule status. Four design coordination meetings will be held with DME over the course of the project: kickoff, 30%,60%, and 90 %. Coordination meetings will be held at DME or B &V College Station office. Attend a site visit to investigate and verify site conditions and finalize layouts. Prepare pre- fabricated control building technical specifications for DME's use in obtaining bids. Includes vendor drawing review and engineering coordination. Provide bill of materials and equipment specifications for equipment procurement by DME. Provide IED setting templates for the relay settings and for the Ethernet switches. Provide a system point list based on the IED setting templates. Provide a RTU configuration based upon the system point list for a single SCADA master. Provide a HMI display with a screen for a simple alarm annunciator panel display and another screen for a simple view -only one line with real time analogs and status points. B &V will create new configurations for the new router and switches to support the design documentation. Once the design has been reviewed by Black & Veatch and approved by DME, it will be taken to the Black & Veatch lab to be tested and verified. A Method of Procedure (MOP) will be developed at this time for the implementation phase. This MOP will contain details around all implementation and cutover tasks. Provide relay settings for the various relays. 31 LACK SIIE!"" C11 "ry V`Y P.d .Y .Yy X1.1 Ind/ SI" V°YSIIC .Y Provide technical specification for substation construction and contractor supplied material for DME's use in obtaining bids. Includes contractor supplied material drawing review and engineering coordination. Provide support during project construction and cutover of the new substation. Installation and testing includes B &V and network engineers on site to work with DME personnel to upload configurations, setup Networking equipment, and bringing the system online by confirming that all IEDs are properly communicating, properly monitored, and providing data. This is completed prior to protective functional testing so that protective functions are checked together with SCADA functions, minimizing the testing time but increasing the required schedule coordination. B &V engineers will be on site for one week to complete testing work. Provide substation design engineering support for associated projects as defined in the engineering man -hour estimate included in Appendix Al. Prepare "Conformed to Construction Records" drawings to document changes that were made during the course of construction. B &V will provide all as -left configuration files. 3.2 DME'S TASKS Provide the Engineer with the necessary drawings and documents to complete the project. Provide all fault study and load flow study data needed by the Engineer for the design of the project at the kick -off meeting. Review the Engineer's drawings, bill of material and specifications and provide comments for acceptance to the Engineer within 2 weeks after receipt. DME will perform all procurement tasks for substation yard equipment, control house and panel equipment, and miscellaneous equipment required for the project. DME to obtain and file for all building and site permits required for the project with support from B &V. DME will perform the site grading and drainage design. B &V will provide review. 3.3 GENERAL CLARIFICATIONS B &V's estimates of Costs for the project are based on this scope of services, and specifically on performing the tasks and providing the deliverables stated. B &V may request changes to the Estimated Project Total Cost for the project if tasks performed or deliverables provided are different from those stated in this document All new drawings prepared for the Project by the Engineer will be prepared using AutoCAD 2010 software and in accordance with DME's graphics standards. B &V will be given a two week window for scheduling on -site construction and installation to reduce travel expenses. B &V has not included any trips to equipment manufacturer plants for drawing review, inspection, or testing. B &V has included one 6 day trip for Site Acceptance testing by the SCADA automation engineers. WI A'CK SIIE!"" C11 "ry V`Y P.d .Y .Yy X1.1 Ind/ SI" V°YSIIC .Y Circuit breaker procurement support is not required for this project and is not included in this proposal. The 138kV circuit breakers were procured separately as part of the TMPA breaker replacement program. DME is responsible for performing or contracting for all construction associated with this Project except for soil boring and soil resistivity testing. Soil borings have been performed for the site as part of the original B &V and TMPA contract and will be utilized for this project. The Electrical Arrangement Plan and detail drawings developed as part of the B &V and TMPA contract will be utilized for this project. The electrical arrangements are at an approximate 60% completion stage. Major modification to the site plan or substation layout may require a change -of -scope request to re- develop the electrical arrangements. B &V has not included costs for Construction Management or Construction Inspection in this scope of services. If future DME requested scope changes include individual tasks that are not already included in this Scope of Services document, B &V will prepare a Change -of -Scope Request form and submit it to DME for review and approval. DME is responsible to support the relocation of the communication facilities from the old building to the new control house using like equipment Our proposal includes the connection of the new communication equipment into the existing communication facilities. 4.0 PROJECT UBUDGETARY ESTIMATE Based on the project scope, Black & Veatch has developed the following project schedule and budgetary estimate for the Arco Re -Build Substation Project. 4.1 PROJECT SCHEDULE The anticipated project duration has been established at approximately 16 months from the start of engineering to the completion of construction. 4.2 ENGINEERING COST ESTIMATE Based on the deliverables, we estimate the following not to exceed costs and man -hours to complete the engineering services defined in this proposal. The costs are estimates and billing will be for actual hours spent See Appendix A.1 for detailed summary. Substation Design Services 31 LACK SIIE!"" C11 "ry V`Y P.d .Y .Yy X1.1 Ind/ SI" V°YSIIC .Y *Task 40 includes a subcontract cost o[$5,000 for agootoohnica| investigation oompanytuprovkio soil resistivity testing for the site. Substation /\UtODl8tiOn Services Substation Design Support for Related Projects 50 Design Engineering 1823 $211,600 51 Relay Settings 196 $24,500 60 Material and Equipment 192 $23,900 Procurement 80 Construction Support 136 $17,000 90 Engineering Completion 146 $18,200 Total 3183 $389,400 *Task 40 includes a subcontract cost o[$5,000 for agootoohnica| investigation oompanytuprovkio soil resistivity testing for the site. Substation /\UtODl8tiOn Services Substation Design Support for Related Projects Appendix A.1 Engineering Man-hour Estimates for Design Services 31 LACK & VIE!"" � C11 SIERNICIES A. I 1 x _ARCO Denton Municipal El -tric Substation Re -build Project Enghw -ing Mail-hour Estimate Eng. Start Date: 01 /01/2014 Project: Phase: Eng. Compl. Date: 10/31/2014 Project Dur: 9 Mo. Const. Dur: 7 Mo. No of PD- Project PH Project PH Electrical Control PH Civil PD -Tune Clerk/ Dwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Typist Total '.. 'EaskNo. 10 PRO]ECE ADMINISTRATION, PLANNING & CONTROL Project Monitoring, Invoicing, &Admin. 24 24 20 68 Maintain Project Files 24 24 Project lGck-off and Design Review Meetings 16 16 16 12 12 72 Site Visits (1) 12 12 12 12 48 QA Checks 60 60 48 168 Manhour Subtotal 0 52 88 16 24 84 72 0 44 380 40 Preliminary Design Englneering Relay one line (Update to DME Standards) 1 2 8 6 16 Communication one line 2 1 12 8 21 Switching one line 1 1 8 4 13 Substation Site arrangement (Update] 1 2 12 8 22 Control Building Layout 1 2 16 8 26 Rigid Bus Design Calculations (Update) 1 1 8 9 AC& DC Station Service Calculations 1 1 8 9 Station Sheilding Calculations 1 2 16 18 CDEGS Grounding Study 16 80 8 104 Permit Application Support 8 12 24 8 52 Substation Design Memorandum (Update) 1 4 8 8 20 Manhour Subtotal 10 8 44 176 0 32 0 50 0 310 so Detail Design Englneering Protective Relaying & Control Finalize Relay one lines 1 2 4 2 8 Metering one lines 1 1 8 2 11 Finalize Switching one lines 1 2 4 2 8 Finalize Communication one lines 2 2 4 41 10 Panel Assembly and BOM 9 18 54 18 90 Line Relay Schematics 8 16 80 32 128 Bus Relaying Schematics- (North & South) 2 1 2 12 1 4 18 BKR Control Rly Schematics 12 12 96 48 156 Manufacturing BKR Control Rly Schematics 3 6 18 6 30 Metering Schematics 1 2 8 2 12 Breaker & Misc. Equipment Interconnection drawings 8 8 48 24 80 Control House Interface Cabinet drawings 2 4 16 8 28 Line Relaying Three Line 8 8 32 32 72 SCADA Drawings 6 6 24 12 42 Panel Wire Diagrams 9 18 1081 54 180 SCADA Wire Diagrams 3 6 24i 12 42 Manhour Subtotal 76 0 1 1131 5401 0 0 0 262 0 915 ARCO- Engineer estimate Rev 1.x1s 1 11/27/2013 11 :17 AM ARCO- Engineer estimate Rev 1.x1s 2 11/27/2013 11 :17 AM �ARCO Substation Rc -build Project Enghw -ing Man -hour Esl.imatc Eng. Start Date: 01 /01/2014 .....Project: Phase: Eng. Compl. Date: 10/31/2014 Project Dur: 9 Mo. Const. Dur: 7 Mo. No of PD- Project PD- Project PD- Electrical Control PD Civil PD -Tune Clerk/ Dwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Typist Total so Detail Design Englnccring Installation drawings General Site Plan & Electrical Arrangement (Finalize from Previously Developed) 1 2 8 4 4 18 Site Grading and Fencing Review (Design performed by others) 2 21 81 1 12 Bus & Equipment Arrangement Plans (Finalize from Previously Developed) 2 2 81 4 14 Bus & Equipment Arrangement Sects. (Finalize from Previously Developed) 4 2 16 8 26 Bus& Equipment Details (Finalize from Previously Developed) 2 2 8 4 14 Structure Loading Drawings (Finalize from Previously Developed) 2 2 8 4 14 Foundation Plans 1 4 4 48 16 72 Foundation Details and Calculations 4 4 8 96 24 132 PLS -cadd line model & P&P Drawings 8 80 32 112 Structural Design- Loading Diagrams, Material Assemblies, Stringing Charts 8 96 32 128 T -Line Foundation Details and Calculations 8 80 24 104 Grounding Plan 2 1 1 8 20 1 12 40 Raceway and Lighting Plans 2 8 16 8 32 Grounding & Raceway Details 2 8 16 12 36 Finalize Control Building Drawing- Equipment Arrangement Plan 1 2 8 8 18 Control Building Drawing- Equipment Sections and Material List 1 4 16 8 28 AC Station Service Diagrams 1 4 16 8 28 DC Station Service Diagrams 2 4 16 8 28 Cable and Raceway Charts 8 4 32 16 52 Manhour Subtotal 59 0 62 194 0 164 256 232 0 908 51 Rclay Sch:ings SEL -311L 3 9 24 33 SEL -421 3 9 24 33 SEL -351s 8 16 48 64 SEL -487B 2 1 6 16 22 SEL -587z 2 2 12 14 SEL -734s 2 2 8 1 1 1 1 10 SEL-2411 2 41 161 i i i 20 Manhour Subtotal 22 0 481 1481 01 01 01 0 0 196 ARCO- Engineer estimate Rev 1.x1s 2 11/27/2013 11 :17 AM ARCO- Engineer estimate Rev 1.x1s 3 11/27/2013 11 :17 AM �ARCO Substation Rc -build Project Enghw -ing Man -hour Esl.imatc Eng. Start Date: 01 /01/2014 .....Project: Phase: Eng. Compl. Date: 10/31/2014 Project Dur: 9 Mo. Const. Dur: 7 Mo. No of PD- Project PD- Project PD- Electrical Control PD Civil PD -Tune Clerk/ Dwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Typist Total 60 Material and Equipment Procurement Support 138kV Control House Specifications 8 24 8 4 44 Construction Specifications 8 24 12 8 8 60 Substation Structures and Equipment Material Lists for DME Procurement 81 36 16 24 41 88 Manhour Subtotal 0 0 24 84 0 36 32 0 16 192 80 Construction Support 138kV Control House Installation and Relay Panel Checkout 4 24 4 32 138kV Bus Temporary Bus Cutover 4 24 8 36 138kV Line Position Cutovers(3 lines] 12 32 12 12 68 Manhour Subtotal 0 0 20 80 0 24 12 0 0 136 90 Englneering Completion Conformed to Construction Records 8 32 12 12 40 104 Project Close Out 6 6 6 6 6 12 42 Manhour Subtotal 0 6 14 38 0 18 18 40 12 146 Englneering Service- Manhour'Eotal 145 66 413 1276 24 358 390 584 72 3183 Percent 2.1 13.0 40.1 0.8 11.2 1 12.3 18.3 2.3 100.0 ARCO- Engineer estimate Rev 1.x1s 3 11/27/2013 11 :17 AM ARCO -SCADA Engineer estimate Rev 1.xls 1 11/27/2013 11 :19 AM Denton Municipal M-tric ARCO Substation Automation Smwices - Engln-wing Mail hour Estimate Eng. Start Date: 01/01/2014 Project Phase: Eng. Compl. Date: 10/31/2014 Project Dur: 9 Mo. Const. Dur: 7 Mo. No of TUA TUT Dwgs Services Services Total 'Task No. 52 SUBSTATION AUTOMATION SERVICES Project Administration Planning & Control 63 18 81 SCADA & HMI Engineering, Settings and Configurations 1 459 21 480 Network Settings 2 116 118 Construction Support 220 38 257 Engineering Completion 16 8 24 Manhour Subtotal 0 760 200 960 ARCO -SCADA Engineer estimate Rev 1.xls 1 11/27/2013 11 :19 AM ARCO- Engineer estimate Related Projects Rev 1.xls 1 11/27/2013 11 :18 AM Denton Municipal Electric Substation Design Support for Related Projects Enghw- ingMan -hour Estimate Eng. Start Date: 01 /01/2014 Project: Phase: _ Eng. Compl. Date: 2014 Project Dur: No of PD- Project PD Project PD Electrical Control PD Civil PD -Tline Clerk/ Dwgs Manager Engineer Engineer Manager Engineer Engineer Drafter Typist Total 'task No. 53 SUBSTATION DESIGN SUPPORT FOR RELATED PROJECTS Project Administration 24 24 20 24 18 110 Detail Design 70 320 660 80 290 1350 Procurement Support 32 40 72 Construction Support 8 32 24 24 88 Engineering Completion 8 16 24 8 64 120 Manhour Subtotal 70 40 4241 768 241 112 01 354 18 1740 ARCO- Engineer estimate Related Projects Rev 1.xls 1 11/27/2013 11 :18 AM Coir ,e i3O Agei,Aa V.+ AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Scott Payne at 349 -7836 ACM: Bryan Langley i -A SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding an initial one (1) year contract with the option to extend for four (4) additional one (1) year periods for Individual and Aggregate Stop Loss Insurance for the City of Denton's Self- Funded Health Benefits Program; providing for the expenditure of funds therefor; and providing an effective date (RFP 5425 — Individual and Aggregate Stop Loss Insurance for the City of Denton awarded to UnitedHealthcare Insurance Company, in the annual estimated amount of $1,074,789.48 for a five (5) year estimated expenditure of $5,373,947.40). RFP INFORMATION The City of Denton requested competitive proposals for Individual and Aggregate Stop Loss Insurance for the City's self - funded health plan. Stop loss insurance helps to protect the City from catastrophic health claims by providing a cap on medical care expenses paid out by the City on behalf of the employees, retirees, and dependents that are covered under the health plan. Individual Stop Loss (ISL) insurance provides the cap on an individual member basis (employee, retiree, dependent) at a pre - determined amount. When the City first procured ISL coverage in 2008, the threshold was set at $150,000 per member. However, over the last 5 years, as medical inflation has continued to hover around 10 %, and as our overall claims experience has dictated, the City has had to increase the individual threshold to $185,000. Therefore, after an individual plan member's medical claims exceed $185,000 in a calendar year, the stop loss company begins reimbursing the City for those expenses. The City's current ISL rate is $66.02 per member per month (PMPM). Aggregate Stop Loss (ASL) provides a cap for the health plan in totality. If the total health care costs for all members exceed the expected plan costs (as calculated by the stop loss insurance company) by 25 %, then the stop loss insurance company reimburses the City for those costs, up to a maximum of $1,000,000 in a calendar year. The City's current ASL rate is $2.20 PMPM. Agenda Information Sheet December 17, 2013 Page 2 RFP INFORMATION, CONTINUED The City had stop loss insurance coverage through ING for the first five (5) years that the health plan has been self - funded (since January of 2008). However, the 2012 calendar year was the last of the renewals available to us under the contract with ING. Because of this, the City sent out Request for Proposal (RFP) 45084, and as a result, selected Sun Life, Inc. to provide stop loss insurance beginning January 1, 2013. The contract with Sun Life was a one -year contract, with up to four (4) additional one -year renewals, but the contract provided no rate guarantees. As a result of the City's health claims thus far in 2013, and based on Sun Life's evaluation of the diagnosis and prognosis of several individuals on the health plan, Sun Life advised the City that they would be seeking an increase in premium for 2014 of approximately 47 %. Such a large potential increase in monthly rates would have increased the City's annual stop loss premium by approximately $460,000, so staff decided to send another RFP out to the market. As a result, RFP 45425 was distributed in early December and in response, the City received two (2) proposals from the following companies: Sun Life Financial, Inc. (incumbent) proposed a rate of $97.05 PMPM for the ISL and $2.31 PMPM for the ASL. This represents a 45.65% increase in total stop loss cost compared to our current rates. UnitedHealthcare Insurance Company (UHC) proposed a rate of $66.76 PMPM for the ISL and $4.95 PMPM for the ASL. This represents a 5.12% increase in total stop loss cost compared to our current rates. A detailed analysis of the two proposals can be found in Exhibit 2. Please note that the above rates are quoted based on an $185,000 ISL level, which is consistent with our current ISL level. Both companies also provided rates at a $200,000 ISL as detailed in Exhibit 1. The two proposals were evaluated using the following criteria: 60% - Cost of services, lasers, and multi -year rate guarantee 15% - Ability to comply with the Scope of Services 15% - Customer service, professional competence, and references 10% - Identification and understanding of the City's requirements and submission detail Based on the evaluation ranking of the proposals, both staff and our benefits consultant, McGriff, Seibels, & Williams, are recommending purchasing stop loss insurance from UHC (Exhibit 2). The proposed rates by UHC represent the lowest overall total cost. Additionally, UHC proposed only one "laser" while Sun Life proposed five. The term "laser" refers to an individual plan member who, because of their health history and /or diagnosis, the stop loss carrier believes has a higher risk factor. Therefore, the lasered members have a higher ISL than the rest of the health plan group. The one laser proposed by UHC will have a $400,000 ISL for 2014. This plan member currently has a $350,000 laser with Sun Life. Agenda Information Sheet December 17, 2013 Page 3 RFP INFORMATION, CONTINUED Table I below details our premium and reimbursement history over the last six years. The loss ratio represents the relationship between the premiums paid and the reimbursements received. For example, a loss ratio of I means that for every dollar we paid to the stop loss insurance company, they returned a dollar of reimbursement to the City. TABLE 1 — Stop Loss Premium & Reimbursement History Year Comi)anv Claims Premium Reimbursement Loss Ratio 2008 ING 6 $560,206 $601,200 1.07 2009 ING 4 $613,965 $459,768 0.75 2010 ING 8 $673,725 $1,217,485 1.81 2011 ING 5 $698,732 $864,445 1.24 2012 ING 8 $886,390 $1380,643 1.56 2013* Sun Life 5* $852,068* $461,044* 0.54* TOTAL 6.0 av $4,285,086 $4,984,585 1.16 *through October 2013 RECOMMENDATION Staff recommends awarding a one -year initial contract to UHC for Individual and Aggregate Stop Loss insurance, with options for four additional one -year renewals. UHC has in excess of $500 million in stop loss business with 830 customers in the United States. Additionally, UHC had $46.6 billion in revenue in 2012. UHC is also the City's current third -party administrator for the City's self - funded health plan. By placing the stop loss with UHC, the City will realize additional benefits: • One consolidated bill for administrative fees and stop loss premium instead of two separate bills from two different companies; • Automatic processing of large claim reimbursements; and • Automatic identification of potential claims exceeding the stop loss limit so potential penalties for late reporting are eliminated; The recommendation is to stay at the $185,000 ISL level. The savings between the rates for the $185,000 ISL and $200,000 ISL is only $31,924. However, in order to realize that premium savings, the City must absorb an additional $15,000 per member in potential health claim costs. Since the City has been averaging 6 stop loss claims each year, we could potentially spend an additional $90,000 in health care costs by making that change. Agenda Information Sheet December 17, 2013 Page 4 PRINCIPAL PLACE OF BUSINESS UnitedHealthcare Insurance Company is headquartered in Minnokota, Minnesota. However, the City's account will be managed out of the Plano, Texas office. ESTIMATED SCHEDULE OF PROJECT Stop loss insurance coverage will be effective January 1, 2014 for an initial one (1) year period. The City of Denton shall have the option to renew for four (4) additional one (1) year periods. FISCAL INFORMATION Stop loss insurance is funded out of Risk Management operating account 4850500.6712. EXHIBITS Exhibit 1: RFP 5425 Evaluation Document Exhibit 2: Stop Loss Marketing Analysis Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1- AIS -RFP 5425 Exhibit 1 City of Denton 2014 Stop Loss Marketing Analysis Lasers: Lasers: Lasers: Lasers: Lasers: $350K #5 -$350K #5 -$350K #2 -$400K #2 -$400K $350K Current Laser #2 - $350K Current Laser #2 - $350K $280K #G-$280K #G-$280K #2 -475K #2 -475K #7 -300K #7 -300K Date: 12110/2013 RFP # 5425 EVALUATION/SCORING EVALUATION MATRIX Stop Loss Insurance for the City of Denton Title: Response Date: December 6,2013,2:00 p.m. Buyer: Elton D. Brock Exhibit 2 I Rankine I Meets All I FSA Provider Respondent: Factor a - 15% 15 MiuReqs? I United Healthcare, Minnokota, Minn. I Yes 2 Sun Life Financial, Wesslesy Hills, Maine 2 75 Yes Evaluation Team Member: JMW Materials Management Approval: .. . . . . . ................ — -------- Evaluation Factors =100 % Total Factor a - 15% 15 Factor b - 15% 15 Factor c - 10% 10 Factor d - 60% 60 Score 100 151 15 10 50 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING AN INITIAL ONE (1) YEAR CONTRACT WITH THE OPTION TO EXTEND FOR FOUR (4) ADDITIONAL ONE (1) YEAR PERIODS FOR INDIVIDUAL AND AGGREGATE STOP LOSS INSURANCE FOR THE CITY OF DENTON' S SELF - FUNDED HEALTH BENEFITS PROGRAM; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5425— INDIVIDUAL AND AGGREGATE STOP LOSS INSURANCE FOR THE CITY OF DENTON AWARDED TO UNITEDHEALTHCARE INSURANCE COMPANY, IN THE ANNUAL ESTIMATED AMOUNT OF $1,074,789.48 FOR A FIVE (5) YEAR ESTIMATED EXPENDITURE OF $5,373,947.40). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for Individual and Aggregate Stop Loss Insurance for the City of Denton 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, equipment, supplies or services, shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER VENDOR AMOUNT 5425 UnitedHealthcare Insurance Company $5,373,947.40 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 RFP 5425 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY MIN APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4- ORD -RFP 5425 AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley � -A SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute the First Amendment to a Contract by and between the City of Denton, Texas, and Open Systems International, Inc. (OSI) regarding a Licensing Agreement for the Electric Reliability Council of Texas ( ERCOT) Market Interface, which is available from only one source, and is exempt from the requirements of competitive bidding under the provisions of Section 252.022, Texas Local Government Code, for software relating to bidding and pricing information for purchased power, generation and fuel, and ERCOT bids, price, offers, and related services for purposes of supporting the Energy Management Operation of Denton Municipal Electric (DME); providing for the expenditure of funds therefor; providing an effective date (File 4074 - Awarded to Open Systems International, Inc. in the additional not -to- exceed amount of $301,240, aggregating a total amount not -to- exceed $504,659). The Public Utilities Board recommends approval (6 -0) FILE INFORMATION The original contract with Open Systems International, Inc. (OSI) was executed on February 26, 2009 (File 4074) for services related to the Supervisory Control and Data Acquisition (SCADA) System for Denton Municipal Electric (DME). DME staff has presented the Energy Management Organization (EMO) to the Public Utilities Board at the May 6th, 2013 and August 12th 2013 meetings. DME has also presented the EMO to the City Council on their June 11th, 2013 and August 20th, 2013 meetings. During these meetings DME has outlined the associated software cost that would be required to implement this organization. This software is a required step in the implementation of the organization. In order to adhere to the Electric Reliability Council of Texas protocols, a Generation Management System is required for DME's future Energy Management Organization. The Generation Management System consists of several additional modules that will be implemented within DME's existing SCADA system. The total contract cost for the Generation Management System is $301,240. Agenda Information Sheet December 17, 2013 Page 2 FILE INFORMATION (CONTINUED) The contract pricing for the amendment is detailed below: 1. Software and hardware Licensing $209,680 2. Short Term Load Forecasting $ 39,180 3. Travel and administrative costs (NTE) $ 7,500 4. Annual Support, Year 2 $ 21,945 5. Annual Support Year 3 $ 22,935 The software that is required for the Generation Management System is proprietary Monarch software. Open Systems International. Inc. is the sole producer and provider of all Monarch products and related services (Exhibit 1). Chapter 252.022 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. A sole source letter is attached as Exhibit 1. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 9, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a First Amendment to the contract with Open Systems International, Inc. in an amount not -to- exceed $301,240 for a total not -to- exceed amount of $504,659. PRINCIPAL PLACE OF BUSINESS Open Systems International, Inc. Medina, MN ESTIMATED SCHEDULE OF PROJECT • 12/09/2013 —Approved by PUB • 12/17/2013 — Scheduled for Approval by City Council, First Amendment to be signed • 05/31/2014 — System delivered and installed by OSI • 06/01/2014 — Initial Energy Market operator testing • 08/01/2014- Shadow ERCOT market and 60 day training by all Energy Market Operations personnel • 10/01/2014 - DME "go- live" date for the Energy Management Organization Agenda Information Sheet December 17, 2013 Page 3 FISCAL INFORMATION The Generation Management 600002.7804.5750A. EXHIBITS System will be funded from operating account Exhibit 1: Sole Source Letter Exhibit 2: Public Utilities Board Draft Minutes Respectfully submitted: C.h"k � (3 , Chuck Springer, 349 -8260 Director of Finance 1 AIS -File 4074 Exhibit 1 r November 20, 2013 VIA EMAIL Lance .CunninghamOcityofdenton.com; Rebecca. Hunterl5cityofdenton.com RE: Certification of Unique Service Capabilities Dear Mr. Cunningham and Ms. Hunter: I am the Contract Manager for Open Systems International, Inc. ( "OSI ") and as such your request for sole source information has been referred to me. OSI hereby certifies, represents and agrees as follows: 1) OSI is the sole producer and provider of all monarch TM products and related services and owns all rights, title and interests in the monarch products. 2) No other party is able or authorized by OSI to provide specific products or services in relation to our proprietary monarch software as this is only produced and maintained by OSI. 3) Denton Municipal Electric is receiving a fair price comparable to that offered to our entire customer base with equivalent volume of software and support purchased. If you have any questions, please feel free to contact me at (763) 551 -0559. Best regards, 0 //aK/ Ken Hall Contract Manager /Counsel Open SysGerns inGerinafioinall 4101 Arrowhead I[)riive, Medlin n Miiininesoa an 55340 Plhcine; (763) 5510559 IF:anx: (763) 551 0750 l::irnaniill: ContractManaaementCa.osii.co �2c„((,wwuv osiiii,,ccirn 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Exhibit 2 DRAFT MINUTES PUBLIC UTILITIES BOARD December 9, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, December 9, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Phil Gallivan and Barbara Russell Absent: Lilia Bynum Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 3) Consider recommending approval of a First Amendment to Contract by and between the City of Denton, Texas and Open Systems International, Inc. (OSI) comprised of a Licensing Agreement for the ERCOT Market Interface, which is available from only one source and is exempt from the requirements of competitive bidding under the provisions of Section 252.022, Texas Local Government Code for software relating to bidding and pricing information for purchased power, generation and fuel, and ERCOT bids, prices, offers, and related services for purposes of supporting the Energy Management Operation of DME; discuss, deliberate, provide staff with direction (File No. 5423 - Awarded to Open Systems International, Inc. in the additional amount of not -to- exceed $301,240, aggregating a total amount of not -to- exceed $504,659). Motion was made to approve item 3 by Board Member Gallivan with the second by Board Member Cheek. The vote was 6 -0 approved. Adjournment 11:50 a.m. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE THE FIRST AMENDMENT TO A CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS, AND OPEN SYSTEMS INTERNATIONAL, INC. (OSI) REGARDING A LICENSING AGREEMENT FOR THE ELECTRIC RELIABILITY COUNCIL OF TEXAS ( ERCOT) MARKET INTERFACE, WHICH IS AVAILABLE FROM ONLY ONE SOURCE, AND IS EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING UNDER THE PROVISIONS OF SECTION 252.022, TEXAS LOCAL GOVERNMENT CODE, FOR SOFTWARE RELATING TO BIDDING AND PRICING INFORMATION FOR PURCHASED POWER, GENERATION AND FUEL, AND ERCOT BIDS, PRICE, OFFERS, AND RELATED SERVICES FOR PURPOSES OF SUPPORTING THE ENERGY MANAGEMENT OPERATION OF DENTON MUNICIPAL ELECTRIC (DME); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4074 - AWARDED TO OPEN SYSTEMS INTERNATIONAL, INC. IN THE ADDITIONAL NOT -TO- EXCEED AMOUNT OF $301,240, AGGREGATING A TOTAL AMOUNT NOT -TO- EXCEED $504,659). 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 described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 4074 Open Systems International. Inc $504,659 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 4074 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 n-M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 4 -ORD -File 4074 THE STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND OPEN SYSTEMS INTERNATIONAL, INC. CQSILE 3034074 . _j [I'l_ THIS FIRST AMENDMENT TO CONTRACT (hereafter the "First Amendment") to that certain Conti-act by and between the City of Denton, Texas and Open Systerns, International, Inc. (hereafter the "Agreement " ") in the original not-to- exceed amount Of $203,419, which was heretofore executed on February 26, 2009, and was approved within the delegated authority of the City of' Denton City Council-, and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY"); and the firm of Open Systems International, Inc. (hereafter OSI) with its offices at 4101 Arrowhead Drive, Medina, Minnesota 55340; and The original Agreement provided for OSI's services related to the Supervisory Control and Data Acquisition (SCADA) System for Denton Municipal Electric as is contained in Exhibit A of the original Agreement. The further products and services to be performed by OSI are contained in Exhibit G of this First Amended Agreement, OSI has completed the initial work called for in the original Agreement-, and the City cfeenis it necessary to further expand the services provided by OSI to the CITY, and to provide an additional not-to-exceed a.MOUnt $301,240, for an aggregate of $504,659, for the additional required products and services. This includes Options 1-3, and two (2) years of Monarch Gold Support listed in Option 4, as described in Contractor's proposal, Exhibit Cf.. NOW THEREFORE, the CITY arid' OSI (hereafter collectively referred to as the ,.Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends tile following terms and conditions of the said Agreement, to wit: The provisions of Section 1. "Scope of Services" of the First Amendment are hereby amended to add the additional language as follows, to wit: "(g) Conti-actor's Proposal dated December 2, 2013. (Exhibit G")" The Parties agree that Exhibit G shall govern all aspects of the work to be performed and/or delivered as part of this Amendment. 1 The provisions in paragraph I of Section 1. "Scope of Services'" shall be replaced by the following: Contractor shall provide all labor, supervision, materials and equipment necessary for the work described in Amendment I of this Agreement and Exhibit G, Contractor's Proposal I dated December 2, 2013. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: The provisions of Section 11 (Time for Completion) shall be amended as follows: This Amendment governs the work in Exhibit G to be completed by May 31 ", 2014. The provision of Section I I I (Terra of Contract) shale be modified as follows:� The term of this Contract shall be three year from execution of this Amendment. 5. The provisions of Section IV. "Warranty" sha.11 be replaced by the following: Contractor warrants and covenants to City that all goods and services provided by Contractor, Contractor's subcontractors, and agents under the Agreement shall be free of defects and produced and performed in a skillful and workmanlike manner and shall comply with the specifications for said goods and services as set forth in Exhibit "G". Contractor shall provide maintenance and SUPPOrt services in accordance with the Software SLIPPOrt Plan selected by the City in Amendment 1, if any, and as described in Exhibit G. 6. "I'he provisions of Section V. "Payment" in the Agreement shall instead read, in line 3 of the first paragraph thereof, "shall not exceed the sure of $504,659." The 111,1111ber $203,419 contained on the original Agreement at the same location is hereby removed. 7. The provision of Section V (Payment) shall be amended as follows: The milestone payment schedule included in Section V "Payment" shall be replaced with following milestone payment schedule: 1. 20% Upon Receipt of Purchase Order 2. 20% Upon OS I Receipt of I lardware 3. 30% Upon Shipment to the City, 4. 15% Upon System Ready for CLOOVer 5. 1.5% Upon Completion of'PrQject 8. The Parties hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Pat-ties, set forth in both the Agreement and now the First Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, 'Texas and Open Systems International, Inc., have each executed this First Amendment in three (3) original counterparts, by and thl-OUgh their respective duly authorized representatives and officers on this the -- day of 12013. IWCJTYI! CITY OF DENTON, TEXAS A Texas Municipal Corporation By: George Carripbell City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY m APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Bill To: City of Denton 215 E McKinney Street Denton, TX 76201-4299 USA Attu: Accounts Payable Reference: DME2013405-Rev2 Contact: Eric Bruggemann Description =4011 Ship, To: City of Denton 215 E McKinney Street Denton, TX, 76201-4299 USA Attn: Lance Cunningham Terms: Net 30 Days Optioc�1-- ERCOTMarketf7taerationsS stem Hardware Generation Operations Workstations For Specifications See Appendix A Hardware Subtotal: Software ERCOT Market Licensing Interface Includes the Following: OpenECAr" (Energy Control Algorithm) - ERCOT Nodal OpenMOSr,, (Market Operating System) - ERCOT Nodal OSI Webservices Licensed for I QSE, 300M VV & 2 Units Existing Customer Appreciation Discount Discount OpenView"m - Consolew/Dual Monitor - License Software Subtotal: Project li-riplernentation ERCOT System Project Im plementatlon, 11 nClUdes the Following Work Remotely from OS 1: - Preparation, Planning & Project Management Test System Building, Configuration & Testing Remote Software Installation & Configuration Post Project Support, Q&A, Documentation Work to Occur at DIVIE: Iniplementatlon & Cutover Operator Training 081 University Training Credits Sufficient for 2 Students to Enroll in M11 -401 "Automatic Generation Control" 2 Day Course Held in Minnesota Project implementation Subtotal: Support monarchlm GOLD Support Adder Covers the First Year of Support for the ERGOT System Open Systems International, Inc. 4101 Arrowhead Drive, Medina, MN 55340-9649 Phone: (763) 551 -0559 Fax: (763) 404-4007 Email: info@osii.coni http: www,asii,com X�' +► M I Quote Number: Q 70000431 Date: December 02, 2013 2 2,,200.00 EA 4,40000 4,400.00 1 139,500.00 EA 139,500.00 -25,000 00 -25,000.00 2 2,750.00 EA 5,500.00 120,000.00 .1 65,300.00 EA 65,300.00 1,980.00 1 18,000.00 EA 18,000 00 Proprietary and Confidential EXHIBIT G Quotation Quote Number: 0 B QTOOOO4316 Date: December 02, 2013 Bill To: Ship To: City of Denton City of Denton 215 E McKinney Street 215 E McKinney Street Denton, TX 76201-4299 Denton, TX, 76201-4299 USA USA Attn: Accounts Payable Attm Lance Cunnhigham Reference! DME2013-Q05--Rev2 Terms: Net 30 Days Contact: Eric Bruggemann Support SucFoal. 18,000,00 Option #1 209,680.00 Total: Option f2-OpenSTLF Software OpeinSTLF'm - License 1 20,000 00 EA 20,00000 Short-Term-Load-Forecasting Software Subtotal: 20,000.00 Project Implementation OpenSTLF Project Implementation 1 14,200.00 EA 14,200.00 Includes the Following Work Remotely from OSI: Preparaflon, Planning & Project Management Test System Building, Configuration & Testing Post Pro*t Support, Q&A Work Performed at DME Implementation & Cutover Informal Training OSI UnNersity Training 4 495,00 EA 1,980.00 Sufficient for 2 Students to Enroll in M12 -403 "Load Forecasting" i 2 Day Course Held in Minneapolis Project Implementation Subtotal: 1,980.0f) Support monarch I m GOLD Support Adder 1 3,000.00 EA 3,000,00 Support Subtotal: 3,000.00 Option #2-Fotal: 39,180,00 Option #3-Travel Costs Project Implementation Project Travel Costs - Not To Exceed 1 7,500.00 EA 7,500.00 Billed at Actual Cost Plus a Small Administrative Fee Assumes Lip to 3 Trips for Implementation of Options 1 & 3 Project I rnpleme ntation Subtotal 7,500.00 Option #3 Total:! 7,50000 Option #4- Future SupportCosts Open Systems international,, Inc. 4101 Arrowhead Drive, Medina, IVIN 55340-9649 Phone: (763) 551-0559 Fax: (763) 404-4007 Email: info@osii.com http:wwwosii.com Proprietary and Confidential EXHIBIT G Quotation Quote Number: 0S I OT000043116 Bill To: City of Denton 215 E McKinney Street Denton, TX 76201-4299 USA Attn: Accounts Payable Reference-, DME2'013-Q05-Rev2 Contact: Eric Bruggemann Support monarch -Im GOLD Support - Years 2 - 5 Year 2 = $21,945 Year 3 = $22,935 Year 4 = $23,965 Year 5 = $25,000 * Assumes Options I & 3 Are Selected Ship To: City of Denton 215 E McKinney Street Denton, TX, 76,201-4299 USA Attn: Lance Cunningham Terms: Net 30 Days Support Subtotal: Option #4Total: Other Special Terms & Conditions -Please Review 1) Quote assumes DME Wil provide all third party hardware, software, licensing and other configuration not specifically mentioned in this quote, 2) Quote assumes DIME W111 have dedicated personnel assigned to assist in the installation and implementation effort. 3) DME shall provide all relevant system information re,quored for the work as needed (e.g. databases, displays, networking information, etc,). 4) If necessary, quote assumes DME wilt handle any custom display and database work, and will test and verify all external links and interfaces. 5) Quote assumes DME will provide remote high-speed access to server and console hardware. 6) Quote assumes DME will perform all networking equipment and configuration to accommodate additional workstations. 7) Quote assurnes DME will pi install and cable new workstations. 8) It is assumed that DIME will provide a network switch for 9) All selected options shall be implemented with the base quotation. 10) Quote assumes DME will configure SCADA and ICCP points for integration with ERCOT and submit them to OSI prior to OS I's commencement of database build and tesfing work. 11) Quote training is informal and onsite. OSI suggests DME enrolls in more comprehensive CSI University training and provided Option #6. 12) Quote assumes DIVE will work with ERCOT to procure any necessary certificates for secure web services cornmunicatron. 13) Quote assumes DME has sufficient load and weather data available iin OSI's Historian which be utilized for building the initial STL.F database (1 year's worth is desirable). Open Systems International, Inc. 4101 Arrowhead Drive, Medina, MN 55340-9649 Phone: (763,) 551'. -0559 Fax: (763) 404-4007 Email: info@osii.com http: www.osii.comi 93,84500 W Date: December 02, 2013 Simi"$ Proprietary and Confidential EXHIBIT G Quotation :by 0 S I Quote Number: QT00004316 Bill To: City of Denton 215 E McKinney Street Denton, TX 76201-4299 USA Attn: Accounts Payable Reference: DME2013-405-Rev2 Contact: Eric Bruggemann W4111107= Ship To: City of Denton 215 E McKinney Street Denton, TX, 76201-4299 USA Attn: Lance Cunning1harn Terms: Net 30 Days Payment Milestones: 20% Upon Receipt of Purchase Order; 200% Upon OSI Receipt of Hardware; 30% Upon Shipment to the City; 15% Upon System Ready for Cutover; 15% Upon Competion of Project Open Systems International, Inc. 4101 Arrowhead Drive, Medina, MN 55340-9649 Phone: (763) 551-0559 Fax (763) 404-4007 Email: info@osii.com http: www.osai.corn Date: December 02, 2013 04m-rim Proprietary and Confidential EXHIBIT Quotation ���/ ��� � Quote Number: ~=�— -~=� � QT00004316 Bill To: Qty of Denton 215 E McKinney Street Denton, Tx76201-4299 USA Attn: Accounts Payable Reference: mNE38 3f] 54Rev2 Contact: Eric Bruggemann Ship To: City of Denton z15E McKinney Street Denton, TX, rn2o1-4eyn USA Atm Lance Cunningham Terms: Net 30 Days Date� December 02, 2013 1 This quotation is'valid for 30 days, unless otherwise agreed. 2. Travel costs ane+*9t- included mthis quote. Ali travel and associated administrative costs miub bi|edmwincurred Travel costs wili not exceed $7,500. 3. All quoted prices are in Doilars ($), unless otherwise noted, ' _will schedule atl work upon receipt of the purchase order _ subject to _- resource availability. s. Unless otherwise stated, Cuutomer shall pay all applicable shiipping. Q. Training, if unless otherwise agreed. 7. K C*Sterner*ha|| provide all re,levant systern information required for the work as needed databases, displays, addresses, networking information, RTU channel infonnm§nm.etc.) and shall be responsible for all delays caused b' Customer's faonre|odo*oinatimely mariner. 9, Unless otherwise stated, Cuotome/vwd have dedicated personnel available toassist OS|nn the work. 10. OS; does not guarantee that third-party goods will he available attime of quote acceptance. |f third party goods are not available, upon Customer's authorization, OS|wi[| provide suitable replacements and biQ any resulting cost differences to the Custornef. Failure to dme�y authorize replacements may result in delays and/or need to re-quote. 11 When applicable, Customers subscribing mn Gold nv above Support P'lans may be entitled hn new software version updates without charge. With the exception of Diamond Plan subscribers, the Customer will be responsible to pay for any engineering services required to:mplamentthe software upgrades 12 Unless otherwise agreed andqmuted.Guommeris responsible for ail preparations for OS|'a installation of software, hardware n,services and any post-installation compatibility testing and compliance issues. 13 Customer wid provide adequate environmental and power conditions onsite, unless otherwise stated. 14 Cutover is defined as the quoted functionality being operational with no outstanding critical incidents. 15 Any 0uute(s) for oymom upgrade services irwquUe(n) Nat at the time n/ actual implementation Customer has a valid premium mamarchTm Support plan which includes software upgrade pmvilege and that the system size or scope does not change dramatically between the issuance of the quote and implementation of the service. 16 D8|io unable m guarantee the mvmi[ahi||ty of various tmrd party goods including oftwa hardware, t This quote |w based upon the assumption that if third party goods are unavailable mt the time nf ordering, 8S| and Customer will work together to reach areasonable alternative, with the custorner being liable for any significant price increase and OSJ providing a credit for any price decreases. 17. Export Controls: m Customer represents: Mis not e citizen, national, or resident of, and |w not under control of, the government nf Cuba, Iran, Sudan, Libya, North Korea, Syria, nor any country m which the United States has prohibited export and that itiunot iistcdun the United' States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specialiy Designated Narcotic Tmfifickem. nor u�you listed om the United States Department af Commerce Table of Denial Orders b. Customer agrees that it will not export or re-export the ProdUCt(S), directly or indirectly, to the above mentioned countries nor to citizens, nationals o, residents ox those countries nor tp any entity *u listed pn any mr this above mentioned n*ts- u. Customer agrees that it will not use fine Product(s) for, and will not allow the Product(s) to be used for the development, design, manufacture or production of nuclear, chernical or biological weapons of mass destruction. d. The requirements of and (c) above apply to all Product(s) purchased or licensed to Customer from OSI whether included in this quote or purchased nr licensed previously, INotiva D8I"e quote is based upon Customer"s acceptance of all applicable Terms and Conditions. Requests for additions to, deletions of, or different Terms and Conditions, may require a revised quote and/or additional costs or schedule delays. Open Systems International, Inc. 4101 Arrowhead Drive, Medina, MN 55340-9649 Phone: Fax: (763 ) 40*-4007 EmaU:info@oaicom xttpvwwvosii.cnm Proprietary and Confidential C o i," °'i e i, 0 Agei,Aa J AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Transportation ACM: Jon Fortune SUBJECT Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on both sides of Fry Street from its intersection with Oak Street to its intersection with Scripture Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date. BACKGROUND The City of Denton's Engineering department received a petition from Mr. Don Moore to bring forward a request to the City Council for a no parking any time restriction ordinance for the east side of Fry Street from Oak to Scripture. In 1986, Mr. Moore presented the City with a petition to no park this segment of Fry Street with the intent to restrict both sides of Fry. However, Ordinance 86 -156 (Exhibit 2) only restricted the west side of Fry. No parking restriction signs were inadvertently posted on both sides of Fry rather than on just the west side as set forth in Ordinance 86 -156. As part of an effort to renew and update street signage in this neighborhood earlier this year, all no park restriction signage was removed and replaced. Signage on the east side of Fry was not replaced with the updated signs since there was not an ordinance in place to allow enforcement. Mr. Moore contacted the City and inquired as to why the parking restriction signs for the east side of Fry were not replaced. Mr. Moore was informed that the existing ordinance did not address parking on the east side of Fry. Mr. Moore was advised that a "no park" petition would need to be circulated to residents and property owners on the east side of Fry. Mr. Moore circulated the new no park petition and has obtained most of the required signatures. Staff is in agreement with the petition and is in supportive of the no parking anytime restriction on both sides of the subject roadway. OPTIONS 1. Recommend the approval of the no parking restriction ordinance for the both sides of Fry Street from Oak Street to Scripture Street. 2. Recommend the denial of the no parking restriction ordinance for both sides of Fry Street from Oak Street to Scripture Street. AIS — Fry Street No Park December 17, 2013 RECOMMENDATION The Traffic Safety Commission and City of Denton staff recommends Option 1. PRIOR ACTION/REVIEW Traffic Safety Commission recommended 5 -0 on December 2, 2013, for the Denton City Council to consider approval of a no parking ordinance for both sides of Fry Street from Oak Street to Scripture Street. SCHEDULE Should Council approve Option 1, signage and markings could be implemented within five business days. Enforcement of the no parking ordinance would be effective 14 days after Council approval. FISCAL INFORMATION A minimum of eight signs and a post for each side will be required and in -house labor. EXHIBITS 1. Location Map 2. Ordinance 86 -156 3. City of Denton Petition Request Form with signatures 4. Letter from Fry Street Property Owners 5. Petition Request Information Form 6. Ordinance Prepared By: Bernard Vokoun, PE — Sr Civil Eng. /Traffic Respectfully submitted: Mark Nelson Director of Transportation AIS — Fry Street No Park December 17, 2013 Exhibit 1 — location map AIS — Fry Street No Park December 17, 2013 IS 12L NO Exhibit 2 - Ordinance 86 -156 AN CRI }IWANCk PkOHISITING THE PAMING OF V1iHLCI.H:S ON THE 14551 SIDE OF FRY STREET R }:TWEI:tf THE LNTERSEGTIUNS OF NEST OAk AND SCRIPTURE, FRO4IDINC A S£VERASILITr CLAUSE, PROVIDING A MAI.TY NoT -to I.KCEEU TWO 1ILWDRED BUL� 6, AND Iihc:l, LR1NG ,lN LYFLLIIVE DATE THE COUNCIL OF THH CITY OF DE?;ICA' kJEKESY ❑ROUNS 6PCTIa1ti 1 When sLgns are erected giving ngtice zhetavf, no peTSan shall park a vehicle at any time upon -the, fp1inking street Iu the cl ty of Lennon to -wit The west side of Fr} Stri6r hetweeu Lhc intersectrons of west Oak Arid Scriptur-e The pruS'LSions of SCLL191L I pruhil)iting the parking of vehac24os shall apply at all Mmes to the street And parr flf Streets desrgbAtdd LheTEln except When IL is neGF55ai -y L6 3t*p 49 v,hlcle to evnid -conflict with other traffic uv in compl+xirce With the 11 12i3CtIOn 0 a POliCe ofFICer 4r- official traffLC control devLCe SECTION III Any peTSOn adaudged guilty ❑f parking a vehicle in ❑ialatinn of this ❑Ydinance Shall be guilty of a mi9C1eieanar and punl5hed by a fine not to txcee-d Two Hundred Da]ldcs ($200 UR) SECTION IV Thai if any SectLgn, subsection, paragraph, gentAncg , Clause, p11ra3C or ward In th1S or$LndRGe, or appliURLibn thereof to any person nr ciTcuoseanco is held iXLValid by any court ❑f compcLetYt )uriffidLCtl0n, such holding shall not effect the validity nI the remaining port14n5 of Lhis 01- diniLtiCe, and thn City Couneal 01 the City of Menton, Texas, hereby declarCs it WOUld have enacted Buell reneintng poT7.10n5 despite daY such invalidity SECTICM V That this ordinance shall become effective fourteen (11) ,iuys [ran the date ❑f its P499-age, and the Clt}' 50cretary 15 AIS — Fry Street No Park December 17, 2013 Exhibit 2 - Ordinance 86 -156 hereby dixei�ted t4 cause the 4--apLivn Of thi N ardi nAttte tD be publ i. ,9llcd twlcfl Ln the uvvitdn Record- ChronicLe, the i?fficLal newspaper of the C10T Of Dent -Dn, 'Texas, wi thln ten � 14} siELYs of the date of its Pass-age A- PASSED s AYI5 APPROUB Llll - th-e _ day of R�IY � } �Tlf! J GIVE 0 EENTS}�I. S A TTEST OE /��I S T O I Ti 4F DBNTOK , 7E XAS APPROVB-D AS TO I,EGA -L FORE{ DEBRA ADAHI I RAYOVITCR, CITY ATTORNEY U I TY +OF DENTON p WLkE � 7 �7 I� F { �f� •lf' � �� . r fj Al S — Fiv Street No Park December 17, 2013 I'23 Z 7203 de-.d $r Exhibit 3 - City of Denton Petition Request Form with signatures Agar -:i rent c,; CITY OF DENTON PETITION REQUFST FORM FOR THE INSTALL ATIQNIREMOVAUMOI)IFICATION OF A PARKiNGiSTANDINGISTOPPING RESTRICTION 1f rL- ka'FCFR AIL' '—W,;L.7 AFPFQER A —F; FOR THE 1fEN 6d RLOCI{ -FACE NUMBER TO BE RESTRICTEQIAFFECTED L,- A III z G F' K A I F: f'' I KU t 71z• �Pr to o. reehnc NQ PAP KING PETIT ICON GYT7 FArT SHEET 'n• J�Agk-- ueraraI nl.r" try G NOT SLG% THIS F_QRM uP..IC55 tno an:l -N N0 PARKIMG PET IThQN INFp{{MATION SHEET is n7Yi:.t!C —,6L u:) d atlsmcr..c. to t . 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I TION 15 eE NG C11a,CULA: jM IN OfWER TO R�:!:)LI F.ST THE CI T- nV nR NTON TO: I NSTAL LRPMOV - --- ,tC 0 HY - ,TPyl +e Dnej �y �4 (4 -;le one, RESTMCTIOM(U). IMCLUVINi; fHF FOLUL WiIWi L ON.]ITIONX57dMa rp.-%rli.iia -j(s;, day r�Vrjc li)n { *;, ehc -indiN ftnone 0.%)' Porgy I I L FO' . Wl �Jrl a —REEM: FROM 10 IB - ..� C H'' - IN) I1� •`� c_c.ina•= RFrl IFC�TP[n WFC'AI 4r- �7 fiF {�ha1P an owner of a prpp� for ti$5FOL dbe Wirnck -++III � I � ��� AX M me' ! 1 pnnl '3r-e' ;prIRR atl(graDG t?w"e nur- htrl O,Cf trP F9tr,' rtrva rmagWeo rXN�C-+N KF)SfUres. * pLAC.. g un h46 DrpencPng on t -�h- COrflf &nls mom., d I sT MIS i -eft;Q ilk •ae I a4 JKj grx an&or Q'�Or`E +:c�lG#. $Qd'�IOFlg MaurMMA011% flrl The prlk 5. p.'�- to �tx:optrnoa �}' 1112 C 1y �h�n all � r�q,. moments art: rn� ;hir; row' WI'! I}4 ��M' -1'� +Or�ne C'tyr Ca�ur il' Mrlriu @'fWJ0 by 11p• T-NnL 5hI r.Ikl pau here dT -Clu4$tc -65 at CCrlcBf"s ahauk `.ho reauesP or tht p wCes3 aR .a .�JhW'. Ldj':]Np noR J3 rt t3¢ C 0. 4.34 .TT' 0 Z ,Oidmince, 13 No PulnigFn doe ORDINANCE NO. EXHIBIT 6 AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROHIBITING PARKING ON BOTH SIDES OF FRY STREET FROM ITS INTERSECTION WITH OAK STREET TO ITS INTERSECTION WITH SCRIPTURE STREET; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS ORDINANCE SHALL BE GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES OF THE CITY OF DENTON; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. When signs and /or markings are in place giving notice thereof, no person shall park a vehicle on both sides of Fry Street from its intersection with Oak Street to its intersection with Scripture Street. SECTION 2. The provisions of Section I prohibiting the parking of vehicles shall apply on the designated portion of the above named street or streets except when it is necessary to stop a vehicle to avoid conflict with other traffic or in compliance with the direction of a police officer or official traffic control device. SECTION 3. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 4. Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 5. Any person found liable of violating this Ordinance by a court of competent jurisdiction shall be fined a sum not to exceed five hundred dollars ($500). Each day that a provision of this ordinance is violated shall constitute a separate offense. The disposition of parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled "Parking Violations Division" of Chapter 18 of the Code of Ordinances. SECTION 6. This Ordinance providing for a penalty shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: . Page 2 MARK A. BURROUGHS, MAYOR AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Electric Utility ACM: Howard Martin 349 -8232 �. SUBJECT: Consider adoption of an ordinance of the City of Denton, Texas authorizing and approving a Memorandum of Understanding by and between the City of Denton, Texas and Mesquoakee, LLC, a Texas limited liability company for the provision of electric services for the development known commonly as the Hills of Denton; providing the City Manager with authority to perform said Memorandum of Understanding and to expend funds as necessary; providing for an effective date. The Public Utilities Board recommends approval (6 -0). BACKGROUND: Denton Municipal Electric (DME) began working with Mesquoakee, LLC, developer of the Hills of Denton, in April 2013 to: 1. Provide electric service to over 2,120 acres of developable land located on the northwest corner of Locust Road and Loop 288, with uses including single - family, townhome, multi - family, commercial, office /commercial, town center commercial, and town center residential. The conceptual development plan indicates that when the property is developed it may occur in over seven different phases. 2. Obtain approximately an eight -acre site for DME to constrict a new electric substation on property adjacent to an existing TMPA 138kV transmission line. The substation is an identified and approved budgeted CIP project. The new North Substation is to be called Long Substation due to it being located close to Long Road. The new 138kV - 13.2kV substation is necessary to meet the needs of growth and maintain reliability for the northern area of DME's service territory. The budgeted timeframe is to design and procure the site and materials now during FY2014 and then begin substation constriction during FY2015. Based on the conceptual Hills of Denton development plan map DME proposes to extend electric service to all portions of the 2,120 -acre development that DME can officially serve. The Public Utility Commission of Texas electric utility certification for this development includes land that is contained within three different classifications of PUC certification: single certified to DME, dually certified to DME and CoServ, and single certified to CoServ. DME can serve approximately 73 percent of the total area encompassed by the proposed development plan. The proposed plan includes DME serving the interior of the entire development with an underground electric distribution system. Due to the large development area, installation of overhead circuits will be required along portions of the development perimeter to be able to provide a reliable and robust system. Service to each phase of the development is proposed with 1 underground distribution facilities utilizing current DME design and planning standards for each of the different proposed development uses. DME will install its electric primary and secondary voltage cables and conductors, transformers, switchgears, and other associated equipment in developer provided easements and not along public rights -of -way. Required easements will be worked out in mutually beneficial locations with the developer and shall be provided by the developer at no additional cost to DME. During discussions,the developer indicated that they were not interested in selling 8 acres to DME for a substation; however, they were willing to exchange, in -kind, the developer paid street lighting costs for the land proposed for a new DME substation site. Using the Denton Municipal Code and the Denton Development Code requirements, DME estimated the total number of streetlights based upon the preliminary master development concept drawing. For the residential portions of the development, DME proposes utilizing our standard ornamental exposed aggregate concrete pole stained in a dark San Jacinto Brown finish with a post -top mounted Victorian or Acorn style decorative globe that is dark -sky compliant. A number of substations sites were proposed and reviewed on the Hills of Denton tract and DME is agreeable to the developer preferred and selected substation site 45. The DME substation site will be approximately 8 acres in size to accommodate the substation footprint and surrounding landscaped buffer areas described below. The substation site will include landscaped areas exterior to a 10 -foot tall decorative fence. DME will work with the developer on possibly implementing an aesthetically pleasing berm per their request on or near the perimeter of the substation property. Using the framework above, Denton Municipal Electric (DME) has been working together with Mesquoakee, LLC, developer of the Hills of Denton, toward developing a Memorandum of Understanding, attached hereto as Exhibit 1. If approved, the effective date for the MOU will be the same date that of the Hills of Denton Third Extension to the Agreement between the City of Denton and Denton 288 L.P. for the Provision of Sanitary Sewer and Water Facilities. The Third Extension Agreement is scheduled for approval by the PUB on December 9, 2013 and the City Council on December 17, 2013. OPTIONS: 1. Approve the Memorandum of Understanding by and between the City of Denton, Texas and Mesquoakee, LLC, regarding potentially furnishing electric services to the Hills of Denton development, in the City of Denton, Denton County, Texas. 2. Do not approve the Memorandum of Understanding by and between the City of Denton, Texas and Mesquoakee, LLC, regarding potentially furnishing electric services to the Hills of Denton development, in the City of Denton, Denton County, Texas, and provide DME further direction. 2 RECOMMENDATION: Staff recommends approval of the Memorandum of Understanding by and between the City of Denton, Texas and Mesquoakee, LLC, regarding potentially furnishing electric services to the Hills of Denton development, in the City of Denton, Denton County, Texas. PRIOR ACTION/REVIEW (Council, Boards, Commissions): 12/9/13 — The Public Utilities Board recommended approval (6 -0). EXHIBITS: 1. Ordinance 2. Hills of Denton MOU 3. Hills of Denton Map 4. Hills of Denton Substation Location 5. Hills of Denton Certification Map 6. Hills of Denton DME Letter 7. PUB Minutes Prepared by: Brent A. Heath, P.E. Executive Manager: Energy Delivery Denton Municipal Electric Respectfully submitted: Phil Williams General Manager Denton Municipal Electric EXHIBIT 1 ORDINANCE NO. 2013- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING AND APPROVING A MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MESQUOAKEE, LLC, A TEXAS LIMITED LIABILITY COMPANY FOR THE PROVISION OF ELECTRIC SERVICES FOR THE DEVELOPMENT KNOWN COMMONLY AS THE HILLS OF DENTON; PROVIDING THE CITY MANAGER WITH AUTHORITY TO PERFORM SAID MEMORANDUM OF UNDERSTANDING AND TO EXPEND FUNDS AS NECESSARY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, COMPASS BANK, the former owner of the said real property commonly known as the "Hills of Denton" to MESQUOAKEE, LLC, a Texas Limited Liability Company (hereafter "MLLC ") which has plans to develop the said real property known generally as the "Hills of Denton." MLLC has requested that the City further enter into this Memorandum of Understanding and the City has conditioned its agreement upon the simultaneous approval by the City Council of that certain agreement entitled as the "Third Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P." for water and wastewater services to said development (hereafter the "Third Extension);" and WHEREAS, the City is of the opinion that the above Memorandum of Understanding is in the best interests of the City and provides for the measured electric service growth of a new potential large development north of the City of Denton, and further that a valid governmental purpose is served by said Memorandum of Understanding; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations and factual statements contained in the Preamble of this ordinance are true and correct and are deemed to be a part of this Ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute a "Memorandum of Understanding by and between the City of Denton, Texas and Mesquoakee, LLC" ( "MOU ") providing for the development of electric services; such MOU being in substantially the form of the document which is attached hereto and made a part of this ordinance for all purposes; as well as to exercise all rights and duties of the City of Denton, Texas under the MOU. SECTION 3. The City Manager, or his designee, is hereby authorized to expend funds as necessary as provided for in the MOU. SECTION 4. This ordinance is effective on the date of approval thereof. PASSED AND APPROVED this the day of , 2013. 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY .0 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY m. Page 2 MARK A. BURROUGHS, MAYOR ALAN W. TOMPKINS PRESIDENT & GENERAL COUNSEL EXHIBIT 2 ESQUOAKEE, LLC 1601 ELM STREET, SUITE 4000 DALLAS, TEXAS 75201 OFFICE: (214) 720 -1600 FACSIMILE: (214) 442 -5553 November 26, 2013 Mr. Brent A. Heath, P.E. Executive Manager of Energy Delivery Denton Municipal Electric 1701 C. Spencer Rd. Denton, Texas 76205 Re: Memorandum of Understanding by and between Denton Municipal Electric ( "DME ") and Mesquoakee, LLC ( "Owner ") regarding potentially furnishing Electric Utility Service to the Hills of Denton. Dear Mr. Heath: The purpose of this letter agreement is to provide a memorandum of understanding between the parties hereto, relating to certain real property owned by Owner in Denton County, Texas, commonly known as the Hills of Denton, described on Exhibit "A" hereto (the "Real Property" being an approximate 2,121 acre tract of land situated in Denton County, Texas (alter- natively, being hereafter referred to as the "Development "). This letter agreement describes the conceptual agreements with respect to certain matters as described below between the parties, but nothing in this letter agreement is intended to create any binding legal obligations on either party hereto, until such time as fully documented agreements are negotiated and executed by the parties and approved by the Denton City Council with respect to the matters described below. The effective date of this Memorandum of Understanding shall be the same date as the date that the Third Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities (attached hereto as Exhibit "E ") is approved by the Denton City Council' DME has expressed an interest in providing certain electric utility services to Owner with respect to the Development, and Owner is willing to work with DME to reach agreement on the manner and means by which such electric utility services would be provided to the De- velopment, and in connection therewith the parties hereby confirm their conceptual agreement with respect to the following: 1. DME desires to acquire approximately eight (8) acres of the Real Property as depicted on Exhibit "B" as "Site 5" (the "DME Substation Tract "), for the construction and use by DME as an electrical utility substation. DME also desires to additionally obtain from Owner certain easements over the Real Property to and from the DME Substation Tract to facilitate access and use of the DME Substation Tract. DME is willing to provide certain reasonable and aesthetically pleasing landscaping buffer areas, berms and fencing around the DME Substation Tract at DME's sole expense, the specific details of which have yet to be negotiated between the parties hereto. Owner is willing to negotiate with DME to finalize the terms of such acquisition and grant of easements relating to the DME Substation Tract, and the documentation to evidence such transactions, subject however, to finalizing the specific terms and conditions of the same and also subject to the other terms of this letter agreement. 2. Exhibit "C" attached hereto depicts the areas of the Real Property which are currently served by DME or Co -Sery Electric Cooperative ( "CoSery ") (in other words, are subject to dual certification by either DME or CoServ) with respect to providing electric utility services. DME desires to provide to Owner electric utility services over the portions of the Real Property depicted on Exhibit "C " as DME served areas, as well as those portions of the Real Property depicted on Exhibit "C" which are dually - certificated areas as well as certain portions of the Real Property depicted on Exhibit "C" as singly Co -Sery certificated service areas. The parties acknowledge that the consent and agreement of Co -Sery may be required in order to allow DME to provide utility services to all such areas of the Property, and Owner agrees that DME may discuss the terms and conditions upon which Co -Sery would so consent and approve the same. Once the City has determined whether or not a transaction regarding certification by and between the City and CoServ, may be reached, regarding the subject of certification for electric utility service with CoServ, then the City will be ready to move forward with an offer regarding electric service for all of the Real Property; or alternatively, for only that portion of the Real Property that is certificated by the City. The parties acknowledge that attached as Exhibit "D" is a letter from DME to Owner dated May 7, 2013 (the "DME Letter "), whereby DME made certain proposals to Owner with respect to providing electric utility service to the Real Property. Provided all such final terms and conditions arranged by DME and Co -Sery are fully disclosed to Owner and are acceptable to Owner (including without limitation the means and manner in which electric utility services are provided to the Real Property, which shall be at least those proposed in the DME Letter), then Owner agrees to elect DME as the sole electric utility provider for such areas so arranged by DME and so approved by Owner, subject however, to the parties negotiating the necessary documentation to fully describe the provision of all such electric utility services. 3. As described in the DME Letter, DME is willing to provide at its expense certain electric utility infrastructure improvements to those areas of the Real Property that DME will serve as utility provider as described in Section 2 above, and certain street lighting improvements (that will at a minimum satisfy all then current Denton Code requirements, which will include all poles, fixtures, controls, conduit, wiring and other electric equipment and devices), in exchange for Owner's conveyance of the DME Substation Tract to DME. Owner will grant to DME certain utility easements over the Real Property for the installation of such improvements. The parties have yet to reach final agreement on the specific details of the same and the timing of installation, but are willing to continue such negotiations subject to the other terms and condi- tions of this letter agreement. If this letter agreement sets forth your understanding of the general parameters and conditions upon which the parties hereto shall continue to discuss and negotiate further documents evidencing their final agreement to the items described herein, please execute this letter agreement below where indicated. Sincerely, MESQUOAj-'EE, LLC, a Texas limited liability company am W. Tom�ki#§Aole manager Approved and acknowledged by: THE CITY OF DENTON, TEXAS A TEXAS MUNICIPAL CORPORATION By: Denton Municipal Electric By: Phil Williams, General Manager, DME . EXHIBIT "A" LEGAL DESCRIPTION OF THE DEVELOPMENT LEGAL Di SGRIPTT01� All that certain. tract of land situated in the Morris May Survey,, Abstract Number 807, th'e.J. S. Collard -Survey, Abstract Number 297. the Alexander White Survey, Abstract'Number 1406; and the Victor Gailor Survey Abstract Number 452,'Denton County, Texas and.being all of the called 299.738 acre tract described in the deed from Naim/Oates- & 'Galloway, Inc. to Larry E.'Kuhiken et 'ux fecorded in Volume 1' 112, *.Page 146 of the Real .Property 'Records of Denton County, Texas, part of the called 384.521 acre tract described in the Deed from Amwest Savings Association to Lawrence E. Kuhlken et ux recorded in Voltime 3134, Page 537, of the said Real Property Records; And all of the called 64.87..1 acres described in the Deed from.Flsie L. Cole to Larry E_ Kuhlken et ux recorded in Volume .2360, Page 633 of the Real Property :Records; the subject tract being more particularly described as follows: BEGINNING for the Southeast- corner of the tract being described herein at a 5/8 inch .iron. rod found at the Southeast corner of the..299.738 acre tracf:and the Northeast corner-of the called 110.257,' acre tract described in the Deed from Teri. Taylor .Companies, Inc. to Vandalar Partners recorded under Clerk's file Number-.93-00944.97 -on.-the. South line of the Victor E. Gailor Survey, Abstract Number 452 and the West-right -of -way line,of TM Highway 2164; 'THENCE North 88 degrees 42 minutes 41 seconds West generally a long an established fence line with the South line of the 299.738 acre tract a distance -of 485.1.39 feet to `a :inch iron rod .found at a fence corner post in an abattdoned road; THENCE North 01 degrees 12 minutes 24 seconds Past generally along an established fence.line in the old road.with the West lime of the.299.738 acre tract a distance of 1186.17 feet to a' /: inch' iron rod found at a fence comer post at the reentrant corner thereof; THENCE Worth 88 degrees 22 minutes 51 seconds West, a distance of 1733.23 feet to a fence corner post at.the Southwest comer of the 299.738 acre tract THENCE North 88 degrees 28 minutes 53• seconds West generally along an established fence 'line with the South- line of the 64.871 acre tract'.a distance of 596.11 feet to a '/2 inch iron rod found at an angle point therein; THENCE North 89 degrees 09 minutes 15 seconds West continuing with the South .line of the 64.87.1 acre tract a distance of 1'092.40 feet. to a -' /s inch:iron rod found with •a yellow plastic cap hereinafter referred to -as a K inch iron rod found;. THENCE South- 70 degrees O1 minutes 42.seconds West -a distance of 110.83 feet `to. a ' /s. inch iron rod found; THENCE North 88 degrees 49 minutes.03 seconds- West a distance of 685.29.fect to a %s inch iron rod found; THENCE North 01 degrees 51 minutes 27:seconds East a distance of 39.81 feet to a. %, inch iron rod found; Legal Description — Page 'seconds East -if. aistance,d-*624-6 1. feeUto. A;V.in6h.k6n* THENC13- South -99-deveeOO.minutes-32 Tod found; 'n4ENCE-North 01' degrees 00 minutes 50 seconds East generally.-g!16iig'gti.eitbbli§hdd fdhce Iffic Mth�thiW6t lhiedf the 64.871, acre tract-a cisianc6 of :1764:26 fedt tb.a,dross- tic ,'fence comer post s a the Norilleast comer df A6. 69116d :44.823 ruches .described -;in -ihe.Deed'frddI Emil 'M: Schwartz to. Ruby Fihdh recordedIn Volumc'491,11agg 5•47,of-the-R&LI.•Pibikrty Kedords and the lilom SdutherlyL Southeast comer of the ekilid 72.769'h0c§ ddsixibed in. the. Deed -from RJOW, e. Irwin, Delaney ct u4 to Thomas KeFtilton -et ux recorded in.'V o, lu ..M. 830, Pdge*373*df'the-.-R:cal pio pv - Records;• ert" 'THENtE.'N6o.h,OO degrees -39.'ininutes,*Sl* seconds.E4st kenppll'y-416pg ah.establi'sfied fence, iine with the Wedt-lifie oCthe 64-.871 acre tracf-A distiffico of 1-40 . 82 fect•to a•: fence. cpmerpo% NorthWe *L corner tfiereof. TEMNCE gouili 88 dcaidds. 10-minUtioO 37 seconds taivgenerally.along dh-b§ta'bli§h6d-'&ftq litie 'itance, -an4- the of-`thd`72-.*769 tract a.di with iM 87.1:a�ire iiad i Lh of feet to.. a 1/2 inch iron .rod f6uridItA fiii-c�-....izdriiet.at-.ihe-Southeast !corndt ihe.C;41.e Northe4st corner, 6f 11fe 64.8.11 acre tracrand -an angle point -on.-the -W.6st.: Iiiie-df1he.384.521 acre. irfict; nuies"1*6 seconds 'Fa-t,:il6iigiL..Vv6l;',dsteiblished'fence withAhe. T-HENC, h- Noqh. 00.dftites- 58.rni Aee;a -f --awre d-, 6022 of. -afi b4.6' ih . nci E. Kithikefi &tt]ifie of the calle #drw.;rzfctfd6§dri in e Jeanihe Kulilkto to Thorifai; K. Fulton et.ux•.recordbd'I-u;*i Clerks-file Nunil:Wr.2004-82 §39;a Atih6e of 666.81'fieet to a 1/2'ifich iron, come t q4 'wth.*b,yellow Or lastic -ca p -stamped ".QQI EMAN k.P. L.$. 4QO I I se 7 at'a fence t, po�cd . the Northeast- comer thereof; 'THENCE 314orth'86 de r des 29• minutes• 04 ,seconds: Wed. along. a fence - called :foe jin the -,df kfi acre tract"distance -tradt. and,tho.,North -line of.'the said 6022; cif of thb! 72.,769acre' t j.he,.N rthwes�t.cortler. theridf on the W�st.-Iijid of-the S84621 acre tract;, to 0 THEN grees. 43 minutes seconds .52V.acre West it CE Notth.bo Ws -FAst. -%Vith the Wes line of the 3 94 6-41Y.10 feetjo a V2 inch iron -i6d'.-'-fdiLffd with* a • tract and-East of, an -established f&ricq.-fi,di§thhce.o p!qtic cap stamped "Alliance" at,the Northwc.st -comer theiedf, 'THENCE South 88 degre6t:52. hfiiiutdt-- 53 seconds -East..gqiietalli,.eiloiig'an'esthbliihbd fence'line a*3K inch ipe with- the, -North: line of ihe. 384 :521, acre tract a distdned of .1028:12. feet to qq ..P f6found at an,angte point therein; i. 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South.90•degrees 43 minutes 02 seconds •West,wdisiance. df.602:28 - feet•to-a-Mi.inchiron ' 'rod •found; ' 2. South 06 -dcgrecs 25 minutcs'l3 seconds West a distaiic'e of 100.44 feet -to a• % inch iron. rod found; 3. • South 06, degrees 40.miii4igs. 50 seconds WesUa ii stance of 200.02-feet -to a .inch iron rod found; 4. 'South 04 degrees 58'.minutes.49 s6conds.Easi- ardistance of 100-42 feet td a %s- inch ii on rod found; 5: South 00 degrees' 40:ininutes•43,seconds'West a distance= of40U;i2.feYto a.'/; {inch iron rod :found; 6. South 09 clegreeg.04.minutes 23 secands. Wesi a tiistancc. oF.l O 1U9 fretao a,�7: ihuh iron rodfouhd 7. Soutfi..00Aegrees 46 minutes <43 seconds Westia.distahce'of 299:68 fecr'to a, woo¢ iiglit- •of-way•monument found; 8. 8outh.•07 degrees 40,mihu es _33'seconds'.East " &;distance; of 10t':63 feet to a 1: itieh.itbn, rod' found; 9. South 00 -degrees. minutes 49 seconds` West a,.distRnce of:238.45-'Aed td I Vi' neh: iron rod found it the Southeast corner. of the 384.521 acie tract and •-the;Northe�st sorrier of the= 299.738 acre. ttaet; TRENCE.South-00•degrees 4-i' minutes 38 seconds Wesi'with the West;righE -of- -way ihe.oFi~tif Highway 2164 and 'the East tine of the 299.738 -ac re tract -a - distaiicc of, 1941.06. fEet• to the PLACE OF BgGINNING and .ENCL•OS1TlG 748.983 itcFts. e t — ann l _ r ti — -- C'n�'LL.— F.M. )f7^A)z , U) 4 I( .4 Y ?,941 �� t m 7 .«,_�a� sr<i mm bt lj V� x. 7e �V r Nf GTf 79 t[ IX Y� w� ' o Il ��Y 0 a -r �° < e § w Sq _ 7 V 007'o 4~7 } NF ^V'Y Sm S" r }n ,n<sr m ,d AAAA r - E, rrn "i��Y 99' lil 7r T.fc , }' f ,. E, z x a nr yn� a rAAN �r 5ye 9 i � t rn ,' ol LU _� o �q r � 4 r r ra° A'cA 'w N -I-° g VCI, I! MAP �� Au n crur,� ���� ag � s Y r .,nn EE Aw �rt AIR n/ 8 �< 1 } � „�,E a Hills of Denton Substation Location x x LLI DME Certification Areas fo the Hills of Denton I 5,88M 7i Acres in Red May 7, 2013 Robert R. Harper, III Real Estate Investment and Development Manager Unity Hunt, Inc. 1601 Elm Street, Suite 4000 Dallas, Texas 75201 Re: Hills of Denton Dear Mr. Robert R. Harper, III: Denton Municipal Electric (DME) would like to thank you for this opportunity to provide service information for your property located on the northwest corner of Locust Road and Loop 288. The information that you provided shows there are over 2,120 acres of developable land with uses including single family, townhome, multi - family, commercial, office /commercial, town center commercial, and town center residential. The proposed development plan shows the property to be developed over seven different phases. The Public Utility Commission of Texas electric utility certification for this development includes land that is contained within three different classifications of PUC certification: single certified to DME, dually certified to DME and CoServ, and single certified to CoServ. DME can serve approximately 73% of the total area encompassed by your proposed development plan which includes all of the land uses previously mentioned. Based on the Hills of Denton Development Plan Map we were provided, DME has developed a draft plan to extend electric service to all portions of the development that DME can serve. The draft plan includes DME serving the interior of the entire development with an underground electric distribution system. Due to the large development area, installation of overhead circuits will be required along portions of the development perimeter to be able to provide a reliable and robust system. DME will install looped distribution circuits that have multiple ties and service points that will benefit your development and tenants. Service to each phase of the development is proposed to be provided with underground distribution utilizing current DME design and planning standards for each of the different proposed development uses. DME will install its electric primary and secondary voltage cables and conductors, transformers, switchgears, and other associated equipment in developer provided easements and not along public rights -of -way. Required easements will be worked out in mutually beneficial locations with the developer and shall be provided by the developer at no additional cost to DME. From our recent discussions DME is willing to exchange, in -kind, the developer paid street lighting cost for the land proposed for a new DME substation site. A number of substations sites have been reviewed and DME is agreeable to substation site #5 — which has been indicated as your preferred substation site. The DME substation site will be approximately 8 acres in size to accommodate the substation footprint and surrounding landscaped buffer areas described below. The substation site will include landscaped areas exterior to a 10 foot tall decorative fence. DME will work with you on possibly implementing an aesthetically pleasing berm as you requested on or near the perimeter of the substation property. Again, DME thanks you for this opportunity to provide information related to providing electric and street lighting service to the Hills of Denton. When you are ready to start your development, our Engineering and Operations departments are ready to work with you and your development personnel to layout and provide reliable service to your development. Should you have any questions, or need additional information, please do not hesitate to contact me. Sincerely, Brent A. Heath, P.E. Executive Manager Energy Delivery Denton Municipal Electric 940 - 349 -7180 Brent.Heath@cityofdenton.com 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 EXHIBIT 7 DRAFT MINUTES PUBLIC UTILITIES BOARD December 9, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, December 9, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Phil Gallivan and Barbara Russell Absent: Lilia Bynum Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: ITEMS FOR INDIVIDUAL CONSIDERATION: 21 8) Receive a report, hold a discussion, and recommend adoption of an ordinance of the City of 22 Denton authorization the execution of a Memorandum of Understanding (MOU) by and 23 between the City of Denton, Texas (Denton Municipal Electric) and Mesquoakee, LLC, 24 regarding potentially furnishing electric services to the Hills of Denton development, in the 25 City of Denton, Denton County, Texas. 26 27 Brent Heath, Exec Mgr of Energy Delivery, made the presentation. The Hills of Denton is a 28 development located on the northwest corner of Locust and Loop 288. It is over 2,100 acres of 29 land and has numerous land uses. There are seven different phases of proposed constriction. 30 3 I Heath then showed a development plan map. Martin asked Heath to explain where this 32 development would be in Denton. Heath explained that the southern part of this development 33 would be on Loop 288, and Locust (FM2164) would be on the east with Milam Road on the 34 north. 35 36 Heath added that this is property that the Hunt family owes. Staff has been working with Unity 37 Hunt on this and they are the ones that brought this proposal. Of this entire 2,100 acres due to 38 the Public Utility Commission of Texas (PUCT) riles DME cannot serve all of the development 39 at this point. DME can serve about 73 %. Heath then showed a map of DME certification areas 40 for the Hills of Denton. 41 42 DME has a budgeted project to build a substation on the Hills of Denton property. During 43 discussions with Rob Harper of Unity Hunt to provide a third extension of the "Agreement by 44 and between the City of Denton ... for the Provision of Sanitary and Water Facilities" with 45 Mesquoakee, LLC, the Developer, DME presented information that an eight Acre substation site 46 would be needed on their site somewhere adjacent to the existing TMPA 138kV transmission 47 line, and requested their assistance in selecting a substation site that could be purchased. The Draft Minutes of the Public Utilities Board Meeting December 9, 2013 Page 2 of 3 1 Developer indicated that they were not interested in selling 8 acres to DME for a substation; 2 however, they were willing to exchange, in -kind, the developer paid street lighting costs for the 3 land proposed for a new DME substation site. 4 5 DME worked with Rob Harper to prepare a MOU which acknowledges that DME desires to 6 provide electric service to all areas identified as both single certified and dual certified to DME, 7 and that DME will seek discussions with CoSery to allow DME to provide electric service to the 8 CoSery only areas of the development. Once the exact distribution service areas are determined, 9 then the Hills of Denton agrees to elect DME as the sole electric utility provider for such areas. 10 11 The MOU describes conceptual agreements in which DME will provide the necessary electric 12 utility infrastructure improvements and street lighting improvements to the proposed 13 development, in exchange for finalizing electric service negotiations with the Developer, and that 14 the Developer will grant all necessary easements and convey an eight Acre substation site to 15 DME on the Hills of Denton development identified as site 5. Heath then showed a map with the 16 Hills of Denton substation locations. 17 18 Heath lastly stated that DME is seeking a recommendation to authorize the execution of a 19 Memorandum of Understanding (MOU) by and between the City of Denton (DME) and 20 Mesquoakee, LLC to proceed with finalizing arrangements to provide electric utility service to 21 the Hills of Denton development and conveyance of an eight acre substation site to DME. 22 23 Board Member Herring asked if DME has talked to CoSery to see what they would want to give 24 up 23% of single and dual certified. Heath answered they have not talked to them at this point. 25 The developer has stated they would like DME to serve the development but wanted to make 26 sure DME had an arrangement before talking to CoServ. Martin added that DME was in a 27 similar situation with the Robson Development and DME gave up the area to CoServ. 28 29 Herring then stated that he has read where DME will put in all the facilities at no cost. Heath 30 stated that the development code says that the developer will have to pay for the street lights 31 which are $1,850 a piece for a cobra head fixture and $2,100 a piece for a decorative ornamental 32 post top fixture. The developer has been paying for those lights. DME looked at the cost of 33 those street lights and engineering ran an analysis and compared that with possible cost of the 34 land. Staff has looked at the numbers and it ranges from $500,000 to no more than $2 million. It 35 is a wide range based on the concept plans which is all DME has at this time. Herring added it is 36 a trade out and could be a neutral situation. Heath said it is if and when the development occurs. 37 DME does not have to expend any funds until the development begins. 38 39 Herring clarified that DME is putting in the total cost of the underground distribution system. 40 Heath added that DME would do that anyway according to the electric service standards. 41 Herring added no contribution in aid. Heath answered not for the electric system, for the street 42 lights there would be a contribution in aid. Phil Williams, General Manager DME, stated that 43 the property development density is such that there would not be the length of lines that you 44 would at other entities. If it was spread out with three acre tracts and the customer density was 45 less then DME could get into the situation that it may not revenue out. With developments like 46 this the density of the customer base is such that it will revenue out for DME to put in the Draft Minutes of the Public Utilities Board Meeting December 9, 2013 Page 3 of 3 1 underground themselves. The substation site is upfront without cost for putting in of streetlights 2 as needed. 4 Herring stated there is still the possibility that subdivision not making it. What happens if there 5 is another recession and all that infrastructure is in the ground with no return. Heath answered 6 DME would not put the infrastructure in the ground until the development begins but would have 7 a substation site there to help the present needs now. That is the beauty of this MOU, DME gets 8 the site, build the substation and build no distribution infrastructure until the development begins 9 the constriction phases. Herring added they have still not sold any lots at that time. Sears 10 answered if they don't DME doesn't spend anything. Williams added DME can use that 11 substation site whether they sell a lot or not. DME needs additional substations. Campbell 12 clarified what Herring was asking by saying there is still a chance once the development starts 13 and DME has an investment in the ground that the development could go under. Heath stated 14 DME would work in phases like the development does and only expand out as far as you need 15 for what is being constricted. That helps limit the liability. Martin stated that is no different 16 than what happens today in any development. DME constricts the underground for any 17 development at our cost. That is done in the beginning before any lots are sold. Heath added 18 there are some criteria in the electric service standards that are followed and this meets the 19 criteria standard. Williams went on to say that a perfect example is The Preserve. DME has 20 added infrastructure as needed. During the recession some stood for about a year without being 21 used but was used once constriction started back up. Martin added it was a minimal amount. 22 23 There was some further discussion. 24 25 Motion was made to approve item 8 by Board Member Cheek with the second by Board 26 Member Russell. The vote was 6 -0 approved. 27 28 Adjournment 11:50 a.m. AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Utility Administration ACM: Howard Martin, 349 -8232 *r.-_. SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing and approving the third extension to the agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" originally entered into on the 5th day of June, 2007, said third extension being entered into by the City and MESQUOAKEE, LLC., the present owner of record of the affected realty; providing the City Manager with authority to perform said third extension and to expend funds as necessary; providing for retroactive confirmation and approval thereof. The Public Utilities Board recommends approval (6 -0). BACKGROUND Denton 288 L.P., a Texas Limited Partnership acquired approximately 2121 acres of land (Hills of Denton) that spans from north of Loop 288 along Locust Street to about a 1000 feet south of Milam Road along the eastern boundary, and extends to Bonnie Brae Street along the western boundary of the property (Map - Exhibit 1). The City voluntarily annexed the property. As a necessary component of the zoning approval, the developer worked with the Water department staff on developing an agreement for the provision of sanitary sewer and water facilities for serving the proposed development (Exhibit 2- Agreement). The PUB and the City Council approved this Agreement in 2007. The City Council approved a First Extension to the Agreement by Ordinance No. 2009 -095 on the April 21, 2009. "Hills of Denton" owned by Denton 288 L.P., a Texas Limited Partnership filed for Chapter 11 Bankruptcy. As a result, a non judicial foreclosure sale was conducted in Denton County, Texas on the December 7, 2010; Compass Bank, an Alabama State Banking Corporation and successor -in- interest to Texas State Bank was the successful bidder for the property described in both the Agreement and the First Extension. Compass Bank requested that the City of Denton further extend the Agreement for an additional period of two years (2), from June 5, 2011 until June 5, 2013. Compass Bank stated that it is making its best efforts to sell the real property to a qualified developer and this Agreement is of value to a future developer. A Second Extension to the Agreement then was granted to Compass Bank by the City Council effective June 5, 2011for a period of two years (Exhibit 3- Second Extension to Agreement). MESQUOAKEE, LLC, whose principal offices are located at 1601 Elm Street, Dallas, Texas, has purchased the Hills of Denton property from Compass Bank. The buyer is requesting a five year extension of the water /sewer services agreement to June 2018 to develop a comprehensive plan and get the project ready for development (Exhibit 4- Letter from MESQUOAKEE, LLC). The components of the sanitary sewer and water facilities required to serve the development, and the responsibilities of the developer and the city to facilitate the services as included in the Agreement are described below: Wastewater Service: The wastewater infrastructure in the Clear /Milani Creek basins is proposed to be constricted in two phases (Exhibit 1). The Phase I project which is the responsibility of the Developer, includes constriction of the 30 -inch interceptor sewer from Locust Street up to the proposed 1.8 million gallons per day (mgd) Interim Milam Creek Lift Station, constriction of the 1.8 mgd lift station and approximately 8,500 feet of force main to discharge wastewater from the lift station to south of Loop 288 into the existing City of Denton wastewater collection system. The Phase II project, which is the responsibility of the City, includes constriction of the remaining Clear /Milani Creek Interceptor sewer up to the terminus at the Clear Creek Water Reclamation Plant, and the constriction of the water reclamation plant. To provide wastewater service to the Hills of Denton, the Agreement (Exhibit 2) includes the following: • Developer's project will include the survey, design and constriction of the entire Phase I project as described above. • City will procure the off -site permanent and temporary constriction easements for the constriction of the Phase I project. • As the Phase I project is put into service and begins to reach its capacity, City will commence constriction of the Phase II project. • City will provide uninterrupted wastewater service to the Hills of Denton during the constriction of the Phase II project. • The total financial obligation of the developer to secure wastewater service for the entire development will be to constrict the Phase I project as described above. • In addition to the constriction of the Phase I project, developer will prepare a wastewater master plan for the development that also includes the wastewater flows from the off -site contributing sewershed, to allow for oversizing of any wastewater lines within the development. Oversize cost will be paid for by the city upon PUB and Council approval. • No impact fee credits will be granted to the developer for constriction of the Phase I proj ect. Water Service: • Water supply to the development is available from the existing 36 -inch transmission pipeline along the north side of Loop 288. • Four existing stub -outs in the 36 -inch pipeline are available for extending water mains to the development at developer's cost. • Existing 12 -inch waterline on Milam Road is also available for additional capacity. • Water service from the 36 -inch pipeline will provide adequate pressures up to 712 feet elevation. Property within the development above 712 feet elevation may be regraded, or will need a separate pressure plane, or may be used for purposes not requiring city water service. Developer shall perform a water distribution system analysis, and prepare a water master plan for the ultimate build condition of the development. All off -site water line extensions are subject to consideration for oversize. For water service to the development, all expenditures are the responsibility of the developer. No city funds except for any oversize of water lines as approved by the PUB and the City Council will be spent. Since the approval of the Agreement the Developer had submitted the final design drawings of the 30 -inch sewer, the 1.8 mgd lift station, and the force main. The final drawings for the 30 -inch interceptor and the lift station were approved for constriction. The force main drawings currently have some outstanding DRC comments. Staff is not opposed to the request for extension of the Agreement for five years (Exhibit 5). RECOMMENDATION Staff recommends approval of the 5 -year extension of the Agreement for the provision of Sanitary Sewer and Water Facilities pertaining to the Hills of Denton to MESQUOAKEE, LLC. PRIOR ACTION/REVIEW (Council, Boards, Commissions) PUB: August 19, 2002, City Council: September 3, 2002 - Approved the staff recommendation to design a conventional plant in the Clear Creels Basin PUB: October 21, 2002, City Council: November 5, 2002 — Approved the Professional services Agreements for design of Clear Creels Interceptor Sewer and Water Reclamation Plant PUB: December 13, 2004 — Update on status of Clear Creels Interceptor Sewer and Water Reclamation Plant PUB: February 14, 2005 — Recommended Option for wastewater service in the Clear /Milani Creels Basin PUB: June 13, 2005 — Recommended approval of Professional Services Agreement with United States Right of Way Acquisition Company, Inc. for easement acquisition. PUB: May 30, 2007 — Recommended approval of the Agreement for the provision of Sanitary Sewer and Water Facilities pertaining to the Hills of Denton City Council: June7, 2007 - Recommended approval of the Agreement for the provision of Sanitary Sewer and Water Facilities pertaining to the Hills of Denton City Council: April 21, 2009 — Approved the First Extension to the Agreement PUB: May 9, 2011- Recommended Approval of the Second Extension to the Agreement City Council: May 17, 2011- Approved the Second Extension to the Agreement PUB: August 26, 2013 — Recommends approval (6 -0). FISCAL INFORMATION The constriction of the Phase I project for wastewater, and extension of all water lines to serve the proposed development is the Developer's responsibility. EXHIBITS 1. Ordinance 2. Hills of Denton Property & Clear /Milani Creek Phase I & II Projects 3. Sanitary Sewer & Water Facilities Agreement 4. Second Extension to Agreement 5. Letter from MESQUOAKEE, LLC 6. Third Extension to Agreement 7. PUB Minutes Respectfully submitted: Jim Coulter Director of Water/Wastewater Utilities Prepared by: Sri P. S. Arora, P.E. Assistant Director of Wastewater Utilities ............. A ■ . -1 h ORDINANCE NO. 2013- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING AND APPROVING THE THIRD EXTENSION TO THE AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DENTON 288, L.P. FOR THE PROVISION OF SANITARY SEWER AND WATER FACILITIES" ORIGINALLY ENTERED INTO ON THE 5TH DAY OF JUNE, 2007, SAID THIRD EXTENSION BEING ENTERED INTO BY THE CITY AND MESQUOAKEE, LLC., THE PRESENT OWNER OF RECORD OF THE AFFECTED REALTY; PROVIDING THE CITY MANAGER WITH AUTHORITY TO PERFORM SAID THIRD EXTENSION AND TO EXPEND FUNDS AS NECESSARY; PROVIDING FOR RETROACTIVE CONFIRMATION AND APPROVAL THEREOF. WHEREAS, the City of Denton, Texas and Denton 288 L.P., a Texas Limited Partnership, entered into an "Agreement by and between the City of Denton, Texas and Denton 288, L.P." (hereafter the "Agreement') providing for the mutual costs and responsibilities regarding the furnishing of water and sewer facilities regarding a certain tract of land, to be developed in the future, described therein, within the City of Denton, commonly known as the "Hills of Denton." This Agreement was approved by Ordinance No. 2007 -125 by the City Council on the 5t1' day of June, 2007; and WHEREAS, the City of Denton, Texas and Denton 288 L.P., a Texas Limited Partnership entered into a "First Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P., a Texas Limited Partnership" (hereafter the "First Extension ") for a further two -year term, from and after June 5, 2009 providing for the mutual costs and responsibilities of the parties regarding their mutual obligations regarding the furnishing of sewer and water facilities to that same tract of land described therein, within the City of Denton, commonly known as the "Hills of Denton." This First Extension was approved by Ordinance No. 2009 -095 by the City Council on the 21st day of April, 2009; and WHEREAS, since April 21, 2009 the circumstances have materially changed, as the "Hills of Denton" formerly owned by Denton 288 L.P., a Texas Limited Partnership, filed a Chapter 11 Bankruptcy in the Northern District of Texas, Dallas Division, being Case No. 10- 33213, and an Order was entered by the Bankruptcy Court on October 8, 2010 entitled "Agreed Order Lifting the Automatic Stay as to Compass Bank and Resolving All Remaining Issues in the Bankruptcy Case." As a result of such filing, a non judicial foreclosure sale was conducted in Denton County, Texas on the 7th day of December, 2010; COMPASS BANK, an Alabama State Banking Corporation and successor -in- interest to Texas State Bank (hereafter "COMPASS BANK "), was the successful bidder for the property described in both the Agreement and the First Extension; and WHEREAS, in early 2011, following the non judicial foreclosure sale referenced in the preceding paragraph, COMPASS BANK, the then record owner of said tract of real estate requested that the City of Denton, Texas further extend the Agreement for an additional period of two years, from June 5, 2011 until June 5, 2013; COMPASS BANK stated that it was making its best efforts to sell the real property to a qualified developer and the "Second Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P." (hereafter the 1 "Second Extension ") was entered into by the City and COMPASS BANK, being executed on the 17t1' day of May, 2011, and which Second Extension was approved by Ordinance No. 2011 -084 by the City Council; and WHEREAS, COMPASS BANK has sold and conveyed the said real property commonly known as the "Hills of Denton" to MESQUOAKEE, LLC, a Texas Limited Liability Company (hereafter "MLLC ") which has plans to develop the said real property known generally as the "Hills of Denton." MLLC has requested that the City further extend the said Agreement for an additional period of five (5) years, until June 5, 2018; and the City has conditioned such extension upon the agreement of MLLC to two (2) additional conditions which are set forth more specifically in said "Third Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P." (hereafter the "Third Extension);" and the City further requires that this Third Amendment be approved simultaneously by the City Council, along with the Memorandum of Understanding with Denton Municipal Electric; and WHEREAS, as the Second Extension expired on the 5th day of June, 2013, it is appropriate for the City Council to ratify, confirm and approve retroactively, the Third Extension; and WHEREAS, the City is of the opinion that the Third Extension is in the best interests of the City and provides for the measured water and sewer growth of a potential new large development north of the City of Denton, and further that a valid governmental purpose is served by said Third Extension; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations and factual statements contained in the Preamble of this ordinance are true and correct and are deemed to be a part of this Ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute a "Third Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P." extending the terms of the Agreement for a period of an additional five -years from and after June 5, 2013 and ending on June 5, 2018, regarding that same real property more particularly described in the original "Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities;" such further extension being in substantially the form of the Third Extension which is attached hereto and made a part of this ordinance for all purposes; as well as to exercise all rights and duties of the City of Denton, Texas under the Third Extension. SECTION 3. The City Manager, or his designee, is hereby authorized to expend funds as necessary as provided for in the original Agreement as well as the Third Extension. SECTION 4. This ordinance is ratified, confirmed and approved retroactively, effective the 5th day of June 2013. Page 2 PASSED AND APPROVED this the day of 120131. ATTEST: JENNIFER WALTERS, CITY SECRETARY .0 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY m. Page 3 MARK A. BURROUGHS, MAYOR EXHIBIT 2 EXHIBIT "B" ILLUSTRATION OF THE OFF-SITE SEWER FACILITIES ................. CLEAR CRE RECLAMATI( PLANT RTY MILI , ME EXHIBIT B I 1 inch equals 5,000 feet EXHIBIT 3 ORDINANCE NO. 2007- AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DENTON 288, L.P. FOR THE PROVISIONS OF SANITARY SEWER AND WATER FACILITIES PERTAINING TO THE HILLS OF DENTON, A DEVELOPMENT LOCATED IN THE CITY OF DENTON, TEXAS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas and Denton 288, L.P., a Texas Limited Partnership have entered into an Agreement providing for the mutual costs and responsibilities of the parties regarding the mutual obligations of the parties regarding the furnishing of sewer and water facilities in a certain approximate 2121 acre tract of land, within the City of Denton, commonly known as the "Hills of Denton:" and WHEREAS, the City believes that the Agreement is in the best interests of the City and provides for the measured water and sewer growth of a new development north of Denton, and that a valid governmental purpose is served by said Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Mayor, or in his absence, the Mayor Pro -Tern, is hereby authorized to execute, on behalf of the City Council of the City of Denton, Texas, the "Agreement by and Between the City of Denton, Texas and Denton 288 L.P. For the Provision of Sanitary Sewer and water Facilities," which Agreement is attached hereto as Exhibit "A" and incorporated by reference herein. SECTION 2. The City Manager shall have the authority to expend funds as are necessary to perform this Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the-,:) 'day . Y , 2047.. RR . McNEILL, MAYOR S:\Our Documents \0rdinances \07\sewer and Water Agreement -Hills of Denton Project- 2007.`doc THE STATE OF TEXAS COUNTY OF DENTON § AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DENTON 288, L.P. FOR THE PROVISION OF SANITARY SEWER AND WATER FACILITIES T [S AGREEMENT (the "Agreement ") is made and entered into on the day of WN 2007 by and between Denton 288, L.P., a Texas limited partnership (the "Develo er ") and the City of Denton, Texas, a municipal corporation and a home -rule municipality (the "City "), located in Denton County, Texas. RECITALS: WHEREAS, the Developer is the owner and developer of the "Hills of Denton," which is a development located in the City, that contains approximately 2121 acres of land, and is more particularly described in Exhibit "A" which is attached hereto and incorporated herewith by reference (the "Development "); and WHEREAS, certain off -site sanitary sewer facilities need to be constructed in order to meet the demands` projected to be created by the Development; and WHEREAS, in addition, the City desires to construct sanitary sewer facilities to meet the needs of the City, which I are above and beyond the needs projected to be created by the Development; and WHEREAS, certain off-site connections to the City's water distribution facilities need to be constructed by the Developer, at the Developer's cost to provide potable water service to the Development; and WHEREAS, the City and the Developer have entered into this Agreement to set forth the terms,' conditions, and provisions under which the proposed sanitary sewer facilities and the proposed water distribution facilities will be constructed and paid for; and NOW THEREFORE, in consideration of the mutual covenants contained herein, and the mutual promises and undertakings by the parties hereto, the sufficiency of which consideration is hereby acknowledged, the parties hereby AGREE as follows: I . Description of Sewer Facilities. The sanitary sewer facilities provided for in this Agreement (the "Sewer Facilities ") are described as follows: A. The off-site Sewer Facilities to provide' wastewater service to the Development and to the Milani/Clear Creek Sewer Basins will be constructed in two phases, as depicted in Exhibit "B" which is attached hereto and incorporated herewith by reference. 48683 B. The "Phase l" project will include construction of the 30 -inch off -site sewer line from the Development` up to the proximity of the proposed 1.8 million gallons per day (mgd) Interim Milam Creek Lift Station (IMCLS), a 15 or 18 -inch sewer line connection from the 30-inch' sewer line to the I'MCLS to carry 1.8 mgd flow, and the construction of the IMCLS' and approximately 8,500 feet of 8 -inch force main from the IMCLS to south of Loop 288, to discharge wastewater into the City's existing wastewater collection system along Stuart Road. C. The Phase ll project will include construction of the sanitary sewer line extending from the IMCLS to the Clear Creek Water Reclamation Plant ( "CCWRP ") site, the line's destination, and col nstruction of the CCWRP. During the construction of the Phase II project, City wastewater service to the Development will be maintained, without interruption, for all phases of construction in the Development. 2. Developer's Construction Project. Developer is responsible for the survey, design and construction of the entire off -site "Phase I" project (see definition of "Phase I" project in Section I.B. above). Also, the Developer is responsible for the design, easement acquisition and construction of all on -site sanitary sewer facilities needed to serve the wastewater needs of the Development. The City agrees to grant access to the Developer, its successors and assigns, and their respective employees, contractors, subcontractors and agents, upon any property, easements, or rights -of -way owned by the City in which any of the on -site or off -site sanitary sewer facilities are intended to be located. The City shall review all requests for easements and rights -of -way to assess whether any feasible alternatives to condemnation exist. Any and all reasonable costs and expenses associated with obtaining such on site easements or rights -of -way, including but not limited to land acquisition costs, reasonable attorneys' fees, reasonable engineering fees and other reasonably foreseeable costs, shall be the sole responsibility of the Developer to the extent Developer specifically requests the assistance of the City in writing in connection therewith. A. The Developer at Developer's sole cost shall submit to the City a sewer master plan that reflects the wastewater needs of the Development per the zoning for the Development that is approved by the City. In addition the sewer master plan shall include all existing or projected wastewater flows from upstream off -site areas that drain through the Development. B. The sewer master plan shall comply with the latest edition of the City of Denton Water/Wastewater Design Criteria Manual, which is incorporated herewith and made a part of this Agreement by reference. The sewer master plan submittal and review will be required during the general development and preliminary plat process. C Any oversize of on -site sewer lines required to accommodate wastewater flows from contributing off -site areas will be paid for by the City, in compliance with the current subdivision and development code requirements of the City. The parties hereto understand that oversize participation agreements are subject to the approval by the Denton City Council, alter the City Council receives a recommendation from the City of Denton Public Utilities Board. D. Developer understands that the City charges impact fees for all new or expanded water and sewer connections to the City water /wastewater system. Developer's costs related to survey, design and construction of the "Phase l" project do not represent any credit against the impact 48683 2 fees due and owing to the City. Impact fees are assessed for all connections to the City water /wastewater system based upon the rate schedule that is in effect at the date that the plat of the Development is accepted by the City. Impact fees will be collected at the time a building permit is obtained; or if a building permit is not required, they are collected at the time an application is filed for a new connection to the City's water or wastewater system. Developer also understands that it shall also receive no credit against any meter connection fees due to the City. C. The City and Developer agree that if Developer does not complete the construction of the "Phase I" project by the second anniversary of the execution of this Agreement; that the City may elect to terminate this Agreement without any liability therefore; or in the alternative, the City may elect to offer an amendment to this Agreement, but is not required to offer said amendment to Agreement, for Developer's consideration. F. The Developer will not be responsible for payment of any cost share in the survey, design, construction, and easement costs for the Phase II project. The survey, design and construction of the "Phase i" project will be the only obligation of the Developer for off -site sewer construction to obtain wastewater service for the entire Development. 3. City's Construction Project. The City is responsible for the off-site easement acquisition for the "Phase l" project. and for the survey, design, easement acquisition and construction of the entire Phase I1 project as shown in Exhibit `'B." A. As wastewater flows reach the capacity of the IMCLS described in Section I.B. above, the City will commence the construction of the "Phase 11" project, which will at that time include the sanitary sewer line extending from the IMCLS to the Clear Creek Water Reclamation Plant ( "CCWRP ") site, the line's destination, and the City will at that time construct the CCWRP. During the construction of the Phase If project, City wastewater service to the Development will be maintained, without interruption, for all phases of construction in the Development. B. The City will provide for adequate wastewater capacity in the off -site Sewer Facilities for all phases of construction in the Development in accordance with the zoning that is approved by the City. 4. Descriptionof Water Facilities. Water supply for the Development is available from the existing thirty -six (36'') inch transmission pipeline located to the south of the Development along the north side of Loop 288. The City prefers that connections to the pipeline come from only four (4) existing pipeline stub -outs located at: 1. The northwest corner of Loop 288 and Locust Street (FM 2164) (16 -inch) 2. Approximately 3,200 feet west of the above location along the north side of Loop 288 (12-inch). 3. & 4. Approximately an additional `1,800 feet west of the immediately previous location along the north side of Loop 288 near the northeast corner of the UNT Research Campus (two connection points, 12 -inch and 16- inch) 48683 3 In addition there is an existing 12 -inch waterline located on Milani Road - (FM 3163) approximately 2,750 feet east of 1H =35, available for extension along Milam Road to provide additional capacity and service to the northern section of the proposed development. A. Water service from the thirty -six inch (36") transmission pipeline will provide adequate service pressures for the Development at a water service elevation of no more than 712 ft MSL, in accordance with current Texas Commission on Environmental quality (TCEQ) regulations. It is recommended to the Developer by the City that any properties within the Development that are in excess of this elevation be served by a separate pressure plane system or be re- graded to an elevation lower than 712 ft MSL. B. Current City subdivision regulations require the Developer to design and to install booster pump stations that are not part of a city -wide pressure plane system. Based upon a preliminary review of the topographic elevations of the Development, there is only one (l) location that may have difficulty with meeting this criterion. Acceptable alternative options for this area include: I . Re- grading the area to lower the hill to an elevation of less than 712 R MSL. 2. Providing a booster pump station and pressure plane acceptable to City standards. The City may elect to "require that this system be privately owned and operated, depending upon the factual situation. 3. Consider park space, open space or other land uses that for this area that will not require City water service: C. The Developer, at Developer's, sole cost will be required to perform a water distribution' system analysis and master plan for the Development to identify the necessary water system improvements needed to serve the Development under a build out condition. D. The City will provide suitable hydraulic information for the existing transmission pipeline system for the Developer's engineering; consultant to use for boundary conditions for their distribution model. If the Developer prefers, the City will make arrangements for an engineering firm to perform this engineering analysis; however the Developer understands that this engineering analysis would be solely at the Developer's cost and expense. E. It is anticipated that the Development will require a minimum of three, and a maximum of four off-site connections from the Loop 288 water transmission system, to serve the build out condition for this Development. The waterline along Milam Road will provide an additional supply. The overall density of the project, the land uses and fire protection requirements; the phasing of the Development; and the sizes and timing of the off-site waterlines will have a bearing on the number of connections required and their required size. F. All waterline extensions shall be 'designed under current City subdivision and development code and design criteria manual requirements. The analysis and review will be required during the general development and the preliminary plat process. G. All 'off- -site water 'line extensions will be subject to consideration for oversize ;participation agreements by the City in accordance with current City subdivision and 48683 ` 4 development code requirements. Oversize; participation agreements are subject, however, to approval by the Denton City Council after receiving 'a recommendation from the City of Denton Public Utilities Board. H. The Developer may elect to request a pro -rata agreement from the City for any off -.site water improvements in accordance with current City , subdivision and development code requirements. Pro -rata agreements are subject to approval by the Denton City Council after receiving a recommendation from the City of Denton Public Utilities Board. 1. All waterlines in the Development shall be installed within dedicated City street right -of- ways or within public utility easements, as are approved by the Director of the City's Water Utilities Department. Extensions of waterlines along Locust Street (FM 2164) and Milam Road (FM 3163) will require a public utility easement of a minimum width of twenty (20') feet, located adjacent to the future right-of-way dedication for FM 2164. The Developer expressly recognizes and understands that the location of waterlines within the FM 2164 Highway right -of- way will not be approved by the City. 5. Design of Public Improvements, of Plans and Specifications. All public improvements associated with the Developer's construction project and the City's construction project (hereafter the "Public improvements ") shall be designed and constructed in accordance with the City's standard specifications for public works construction; which specifications are incorporated herewith by reference. A. Construction for the Developer's construction project shall not commence until the Developer and its contractor enter into the City's' standard three -way public works contract between the City and the Developer, and its contractor (the "Three -Way Agreement "); and a performance bond in the amount required; a payment bond;, and required: insurance certificates are delivered to the City, in the form and substance required by the City. 6. Notices. Any notice, demand or other communication; required or permitted to be delivered hereunder (other than 'invoices to be delivered as hereinafter described) shall be deemed` received when sent by United States mail, postage pre - paid, certified mail, return receipt requested, addressed to each respective party, or sent via facsimile to the fax number set forth for each party at the time indicated on the confirmation of transmission generated by the sender's electronic equipment,; as follows: If to the Citv: With a copy to. City of Denton, Texas City of Denton, Texas 215 East McKinney Street 215 East McKinney Street Denton, Texas 76201 Denton, Texas 76201 Attention: Howard Martin Attention: Jim Coulter Assistant City Manager /Utilities Director of Water Utilities Fax No.: (940) 349 -81`20 Fax No.: (940) 349 -8120 48683 5 If to the Developer; With copies to: Denton 288; L.P. C/O Tomlin Investments, Ltd. Tomlin Investments, Ltd. 4265 Kellway Circle 4265 _Kellway Circle - Addison, Texas 75001 Addison, Texas 75001 Attention: Dan Tomlin, III, President Attention: Rod Zielke, Partner Fax No.: (972)'788 -4247 Fax No. (972) 788 -4247 The parties hereto may change their respective notice addresses for all communications and invoices, by a written notice delivered to the other party, in accordance with the terms of this Section 6. 7. Time is of the Essence. Time is, of the essence in the performance of obligations under this Agreement. $. Governing Law and Regulatory Authority. This Agreement was executed in the State of Texas and shall be governed by, construed, interpreted, and enforced all in accordance with the laws of the State of Texas. All obligations of the parties created under this Agreement are fully performable in Denton County, Texas. The parties agree that exclusive venue for any lawsuit enforcing or interpreting any of the rights and obligations, or for any other cause of action arising under this Agreement, shall be a court of competent jurisdiction in Denton County, Texas. 9. Entirety of Agreement. This Agreement constitutes the sole and entire agreement and understanding between the City and the Developer. Neither party hereto is bound by or liable for any statement, representation, promise, inducement, understanding, or undertaking of any kind or nature, .whether written or oral, with regard to the subject matter hereof not set forth or provided or herein. This Agreement replaces all prior agreements and undertakings between the parties hereto with regard to the subject matter hereof. It is expressly agreed that the Parties may have other agreements covering other services not expressly provided for herein, which agreements are unaffected by this Agreement. 10. Force "Majeure. The City and the Developer shall not be in default or otherwise liable for any delay in, or failure of performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by another third party or such other third party's employees, or agents. However, the lack of funds shall not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 11. Severability. If any term or provision of this Agreement is held by a court to be illegal, invalid, or unenforceable, the legality, validity or enforceability of the retraining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each illegal, invalid or unenforceable term or provision there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid, or unenforceable. 48683 ' 6 12. Attorne 's Fees. Should either Party to this Agreement commence legal proceedings against the other to enforce the terms and provisions of this Agreement, the Party who does not substantially prevail in the proceeding(s) shall pay a reasonable amount of attorney's fees and expenses (including, but not limited to expert witness fees and deposition expenses) incurred by the substantially prevailing Party. 13. Amendment. This Agreement may be amended only upon the mutual agreement of both of the Parties hereto, which amendment shall not be effective until it is reduced to writing and authorized and executed by the Parties. 14. Assignability. The City and the Developer agree that this Agreement may not be assigned without the prior written consent of the other party due to the special covenants, nature, and subject matter of this Agreement; provided, however, Developer shall have the option to assign this Agreement or any part of this Agreement or any right, title or interest of Developer under this agreement to a (a) any person or entity (Developer Assignee "); provided that the creditworthiness of the proposed Developer Assignee is equal to or greater than that of the Developer; or (b) any lender providing refinancing for the acquisition and/or development of the Development in whole or in part, upon the written consent of the City provided: (a) The assignment is in writing, executed by Developer and the Developer Assignee following the advance written consent of the City; and (b) The assignment incorporates this Agreement by ` reference and fully binds the Developer- Assignee to perform (to the extent of the obligations assigned) in accordance with this Agreement; and (c) A copy of the executed assignment is provided to all parties. From and after the effective date of any assignment by the Developer, the City agrees to look solely to the Developer Assignee for the performance of the obligations assigned, 'provided, however, no assignment by Developer shall release Developer from any liability to the City that arose from an event of default by Developer (or from any - failure by Developer which, if not cured, would constitute an event of default) that occurred prior to the 'effective date of the assignment. Each Developer assignee shall become a party to this - Agreement when a copy of the executed assignment has been provided to all of the parties. 15. No Waiver. The failure of he City or the Developer to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered to waive the obligations, rights, or duties imposed upon the Parties. No waiver of any breach or violation of any term of this Agreement shall` be deemed or construed to constitute a' waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. 16. No Third -Party Beneficiaries This Agreement is not intended to, and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties hereto and their pennitted successors - in- interest; and the obligations herein undertaken and assumed are solely for the use and benefit 48683 of the Parties, their successors -in - interest, and any permitted assigns pursuant to the terms and provisions of this Agreement. 17. Paragraph Headings and Construction of Agreement. The descriptive headings of the various articles and sections of this Agreement have been inserted for the convenience of reference only, and are to be afforded no significance in the interpretation or construction of this Agreement. Both Parties hereto have participated in the negotiation and preparation of this Agreement, which shall not be construed either more or less strongly against or for either Party. 18. Gender. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. 19. Exhibits. All Exhibits to this Agreement are incorporated herewith by reference for all purposes, wherever reference is made to the same. 20. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. 21. Mai tiple Counterparts. This Agreement may be executed in four (4) original counterparts, each of which is deemed an original, but all of which constitute but one and the same instrument 22. Authority. The City represents that this agreement has been approved and duly adopted by the City Council of the City in accordance with all applicable public meetings and public' notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that that the individual executing this Agreement on behalf of the City has been authorized to do' so. Developer` represents that this Agreement has been approved by appropriate action of Developer and that the 'individuals executing this Agreement on behalf of Developer have been authorized to do so. SIGNATURE PAGE IMMEDIATELY FOLLOWS THIS PAGE 48683 8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be vigned by their respective duly- authorized officials and officers on this the day of 2007: "CITY" THE CITY OF DENTON, TEXAS A Texas Municipal Corporation By: �- GEO GE C. CAM BELL City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY By: "DEVELOPER" Denton 288, Ltd: By :Denton 2 P, C, A Texas ' it liabl y company, Its Ge ral P ner B �,,. Name Manager 48683 9 ..- .. -..._ . ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF DENTON This instrument was acknowledged before me, on this day of fd�� , 2007, by George C. Campbell, City Manager of the City of Denton, Texe a Municipal Corporation, on behalf of the same. L.,S..L, y N to Public in and for the State of Texas •r � v JANE E. RICHARDSON rY Notary Public. State of Texas s My Commission Expires %a o1 ti`s Juno 27, 2004 STATE OF TEXAS COUNTY OF DALLAS § is instrument was ackn wled ed before me, the undersigned authority on this o4 I day of , 2007, by nd P,lrO , the Manager of DENTON 288 GP, LLC., a Tex J% limited partnership, acting on behalf of DENTON 288 L.P. [L.S] N ary Public ank for he State of Texas ,a��a "r' ►�i%�. EMILY REYNOLDS 4 A Notary Public. State of Texas My Commission Expires January 26, 2011 S.�Our DocumentslContracts\07t1 •[ills or Denton-Sewer & Water Facilities- Agreement -2007 -MSC Drug 04M7.doc 48683 10 EXHIBIT «B,a ILLUSTRATION OF THE OFF -SITE SEWER FACILITIES EXHIBIT "O" ILLUSTRATION CIF THE OFF -SITE SEINER FACILITIES ■ STATE OF TEXAS § COUNTY OF DENTON § SECOND EXTENSION TO THE AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DENTON 288, L.P. FOR THE PROVISION OF SANITARY SEWER AND WATER FACILITIES This SECOND EXTENSION, is made and entered into this the day of 2011, but is effective from and after the 5t"' day of June, 2011, by and between the City of Denton, a Texas municipal corporation, with its principal offices at 215 East McKinney, Denton, Texas 76201, hereinafter referred to as "City "; and COMPASS BANK, an Alabama Banking Corporation, and being successor -in- interest to TEXAS STATE BANK, 2525 Ridgmar Boulevard, Suite 410, Fort Worth, Texas 76118, hereinafter referred to as the "Bank." WITNESSETH WHEREAS, City and Bank find it necessary and appropriate to agree to this Second Extension to the "Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" (as amended by the First Extension, hereafter the "Agreement ") heretofore entered into by the City and Denton 288, L.P. on the 5t' day of June 2007; and the First Extension to said Agreement entered into by and between the City of Denton and Denton 288, L.P. (the "First Extension ") which extended the provisions of the Agreement, from and after June 5, 2009, the end of the agreement's primary term, for a period of two additional years, until June 5, 2011; and WHEREAS, the Bank is now the record owner of the real property formerly owned by Denton 288, L.P. (the "Property "), having acquired said Property by a non judicial foreclosure sale in December 2010; and Bank and the City are willing to extend the term of said Agreement so that a qualified developer and purchaser of the Property (such purchaser from the Bank of the Property is hereafter referred to as the "Purchaser ") may continue development under the terms of the Agreement; and NOW, THEREFORE, in consideration of the promises and the mutual obligations herein, the parties hereto do hereby mutually AGREE as follows: 1. This Second Extension shall be for a term of an additional twenty -four (24) months, beginning effective June 5, 2011 and ending on June 5, 2013. For avoidance of doubt, Section 2.E. of the Agreement provides that the "Developer" has until the second anniversary of the execution of the Agreement to complete construction of the "Phase I" project and by their execution hereof the parties acknowledge that the Purchaser now has until June 5, 2013 to complete construction of the "Phase I" project in accordance with the terms of the Agreement. This Second Extension may terminate sooner in accordance with the provisions of the Agreement. 2. Notwithstanding anything to the contrary herein or in the Agreement, the Bank has no obligation to complete any work or construction under the terms of the Agreement, including, without limitation, any of the obligations of the "Developer" under the Agreement. Rather, the parties agree that only a Purchaser will be liable for the obligations of the "Developer" under the Agreement and if the Bank does not sell the Property to a Purchaser, under no circumstances will the Bank have any obligations to the City or any other third party under the Agreement, it being a condition precedent to the obligations of the "Developer" under the Agreement that the Bank sell the Property to a Purchaser. 3. Upon a Purchaser's purchase of the Property, full and accurate records shall be maintained by the Purchaser at its place of business with respect to all matters covered by the Agreement and this Second Extension. Such records shall be maintained by Purchaser for a period of at least three (3) years after the date of termination of this Second Extension. 4. City and Bank and/or Purchaser agree that they will use their best efforts to resolve any dispute(s) regarding the Agreement and Second Extension, through the use of negotiation. In the event that the dispute(s) cannot be resolved, then the parties agree that mediation or other forms of alternate dispute resolution as are set forth in Chapter 154 of the Texas Civil Practice and Remedies Code shall be pursued. 5. Unless expressly modified by this Second Extension all of the terms and provisions of the "Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" shall remain in full force and effect. 6. This Second Extension shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Agreement, and notwithstanding any provisions in the Agreement to the contrary, the Bank is under no obligation to obtain the consent of the City prior to selling the Property to a Purchaser and upon the purchase of the Property, a Purchaser shall succeed to all of the rights of the "Developer" under the Agreement without any consent from the City. IN WITNESS WHEREOF, the City of Denton, Texas, has caused this Agreement to be executed by its duly authorized City Manager; and Bank has executed this Agreement through its duly authorized undersigned officer, dated this the . day of , 2011; but to be effective, confirmed and ratified as of the 5t' day of June, 2011. "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation I' , ATTEST: JENNIFER WALTERS, CITY SECRETARY GEORGE C. CAMPBELL, CITY MANAGER APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: "BANK" COMPASS BANK, an Alabama Banking Corporation By: Amanda L. M n, Vice President ATTEST: ------ Ee- SHM(NV r, W AN TEW STATE Of oy Comm: W,kb. 22, 2053 EXHIBIT 5 esquoakee, LLC 1601 Elm Street Suite 4000 Dallas, Texas 75201 214.720.1600 214.720.1662 (Fax) July 29, 2013 Mr. P.S. Arora Assistant Director of Wastewater City of Denton 901 -A Texas Street Denton, Texas 76209 Re: Extension Request regarding the Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary and Water Facilities. Dear Mr. Arora: Pursuant to our most recent discussions regarding city of Denton Ordinance's No. 2007 -125, No. 2009 -095 and No. 2011 -084, Mesquokee, LLC, a Texas limited liability company ( "Owner "), who legally acquired the property subject to these Ordinances in July 2012 and is the current owner of record, respectfully requests that the terms and conditions of Ordinance No. 2007 -125, as may be modified by the mutual consent of both parties, be extended until June 5, 2018. We appreciate your consideration of this request and look forward to working with you in the future on other matters regarding the property. Thank you. Sincerely, M=exas kee, LLC a imit ed liability company Alan W. Forn Sole Ma a2er STATE OF TEXAS COUNTY OF DENTON § THIRD EXTENSION TO THE AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DENTON 288, L.P. FOR THE PROVISION OF SANITARY SEWER AND WATER FACILITIES This THIRD EXTENSION, is made and entered into this the day of 2013, but is effective from and after the 5th day of June, 2013, by and between the City of Denton, a Texas municipal corporation, with its principal offices at 215 East McKinney, Denton, Texas 76201, hereinafter referred to as "City "; and MESQUOAKEE, LLC., a Texas Limited Liability Company, and being hereinafter referred to as "MLLC," or as "Developer," whose principal offices are located at 1601 Elm Street, Suite 4000, Dallas, Texas 75201; now being the owner and successor -in- interest regarding that certain real property described generally as the "Hills of Denton" the same being legally described as an approximate 2,121 acre tract of land, which is more particularly described in Exhibit "A" attached hereto and incorporated herewith by reference (the "Property "). WITNES SETH WHEREAS, City and MLLC find it necessary and appropriate to agree to this "Third Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" (hereafter the "Third Extension "); and WHEREAS, certain off -site sanitary sewer facilities need to be constricted in order to meet the demands projected to be created by the development of the Property (hereafter the "Development "); and WHEREAS, in addition, the City desires to constrict sanitary sewer facilities to meet the needs of the City, which are above and beyond the needs projected to be created by this Development; and WHEREAS, certain off -site connections to the City's water distribution facilities will need to be constricted by the Developer when the Property is developed, at the Developer's cost to provide potable water service to the Development; and WHEREAS, the City and the Developer have entered into this Agreement and this Third Extension in order to set forth the general terms, conditions, and provisions under which the proposed sanitary sewer facilities and the proposed water distribution facilities will be constricted and be paid for; and WHEREAS, on the 5th day of June, 2007, the City and Denton 288, L.P., a Texas Limited Partnership (hereafter "Denton 288 "), the then owner of the real property described below, entered into an "Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" (hereafter the "Agreement "); which Agreement was approved by the City Council on June 5, 2007, by Ordinance No. 2007 -125; and WHEREAS, thereafter, on the 21" day of April, 2009, the City and Denton 288, L.P. entered into the "First Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" (hereafter the "First Extension "), which First Extension extended the provisions of the June 5, 2007 Agreement, from and after its effective date of June 5, 2009, the end of the Agreement's primary term, for a period of two additional years, until June 5, 2011; which First Extension was approved by the City Council on April 21, 2009, by Ordinance No. 2009 -095; and WHEREAS, thereafter, a Chapter 11 Bankruptcy case (Case No. 10- 33213) in the U.S. Bankruptcy Court for the Northern District occurred with respect to Denton 288, L.P., and as a result thereof, by an "Agreed Order Lifting the Automatic Stay as to Compass Bank and Resolving All Remaining Issues in the Bankruptcy Case," which order was entered on October 8, 2010; and as a result of such Order, a non judicial foreclosure sale of the subject real property was conducted on the 7th day of December, 2010, and COMPASS BANK, an Alabama State Banking Corporation (hereafter "COMPASS "), being the successor -in- interest to Texas State Bank, was the successful bidder for said real property at such sale and at that time became the owner of record of such real property; and WHEREAS, thereafter, on the 17th day of May, 2011, the City and COMPASS entered into a further agreement entitled "Second Extension to the Agreement by and between the City of Denton, Texas and Denton 288, L.P., for the Provision of Sanitary Sewer and Water Facilities" (hereafter the "Second Extension "), which Second Extension was approved by the City Council on May 17, 2011 by Ordinance No. 2011 -084, for a period of two years, until June 5, 2013, so that COMPASS could find a suitable transferee to convey the said real property to; and WHEREAS, now the Second Extension has nearly expired and MESQUOAKEE, LLC, a Texas Limited Liability Company, the current owner of record of such real property, has requested that the City grant it a five -year further extension, until June 5, 2018, in order for it or its assigns to develop and finance the Development; and the City is willing to do so, as it believes that this Third Extension is in the best interests of the City, and provides for the measured water and sewer growth of a new development north of the City of Denton, Texas, and such plan serves a valid governmental purpose, with the following additional conditions; a) City reserves the right to utilize the funds necessary for the constriction and completion of Phase 1 (as defined in Section 2 of the Agreement) of the Project by MESQUOAKEE, LLC for extension of the interceptor sewer further downstream and constriction of a lift station at the terminus of this interceptor sewer extension resulting in sufficient sanitary sewer capacity to fully serve the Property - all h�Fert� °� Within the same d_sitfl 4e ,a - ,,;,,ate bass*; and b) MESQUOAKEE, LLC agrees to pay one -half of the yearly Texas Commission on Environmental Quality - Clear Creek Water Reclamation Plant discharge permit fees annually charged to the City. The City shall invoice MLLC for one -half of the amount upon the City's payment to the State of Texas and shall attach a copy of the State of Texas' billing statement to the City illustrating the amount paid. MLLC shall pay directly to CITY its share of such amount within thirty (30) days after issuance of the billing statement by the CITY sueh payment shall not ex6eed $1,500.00 annti 'MLLC's obligations to pay under this provision shall cease immediately upon the first to occur of (i) the expiration of the Agreement, (ii) MLLC's payment to the City of the costs associated with Phase I of the Agreement, (iii) MLLC's completion of Phase I of the Agreement, or (iv) the mutual agreement by the Parties. NOW, THEREFORE, in consideration of the promises and the mutual obligations herein, the parties hereto do hereby mutually AGREE as follows: 1. The preamble, recitations and the conditions recited hereinabove are expressly incorporated herewith and are deemed to be a part of this Third Extension. 2. This Third Extension shall be for a term of an additional sixty (60) months, beginning effective June 5, 2013 and ending on June 5, 2018. This Third Extension may terminate sooner in accordance with the provisions of the original Agreement of June 5, 2007. 3. Full and accurate records shall be maintained by the MLLC and /or the Purchaser, at its place of business with respect to all matters covered by the Agreement and this Third Extension. Such records shall be maintained by MLLC and /or the Purchaser for a period of at least three (3) years after the date of termination of this Third Extension. 4. City and MLLC and /or the Purchaser agree that they will use their best efforts to resolve any dispute(s) regarding the Agreement and Third Extension, through the use of negotiation. In the event that the dispute(s) cannot be resolved, then the parties agree that mediation or other forms of alternate dispute resolution as are set forth in Chapter 154 of the Texas Civil Practice and Remedies Code shall be pursued without delay. 5. Unless expressly modified by this Third Extension all of the terms and provisions of the "Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary Sewer and Water Facilities" shall remain in full force and effect. 6. This Third Extension shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Third Extension. IN WITNESS WHEREOF, the City of Denton, Texas, has caused this Third Extension to be executed by its duly authorized City Manager; and MLLC has executed this Third Extension by and through its duly authorized undersigned officer, dated this the day of 2013; but to be effective, confirmed and ratified as of the 5th day of June, 2013. "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation LIA GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY Im APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Im "MLLC" MESQUOAKEE, LLC. A TEXAS LIMITED LIABILITY COMPANY ATTEST: By: APPROVED: By: ALAN W. TOMPKINS Its Sole Manager 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 1 ' DRAFT MINUTES PUBLIC UTILITIES BOARD August 26, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, August 26, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Secretary Randy Robinson, Leonard Herring, Barbara Russell, Phil Gallivan and Lilia Bynum Absent: Vice Chair Billy Cheek Ex Officio Members: Howard Martin, ACM Utilities and George Campbell City Manager OPEN MEETING: CONSENT: 3) Consider a recommendation for approval of an ordinance providing for a third extension of the "Agreement by and between the City of Denton, Texas and Denton 288, L.P. for the Provision of Sanitary and Water Facilities," with MESQUOAKEE, LLC, the Developer; authorizing the expenditure of funds therefor; and providing an effective date. Board Member Russell pulled this item with the question that this agreement was made several years ago and would like to know if it is still a good agreement for the City of Denton. Howard Martin answered that staff believes it is still an appropriate agreement to have. Staff has been in contact with the new owners of the Hills of Denton and is interested in developing the property. That development will still utilize these facilities. Board Member Russell moved to approve item 3 with a second from Board Member Byum. Vote 6 -0 approved. Adjournment 10:10 a.m. AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Electric ACM: Howard Martin, 349 -8232 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute Amendment No. 3 to Tower Lease, by and between the City of Denton, Texas and Dallas, MTA, L.P., d /b /a/ Verizon Wireless, respecting certain tower space on the McKenna Park Tower; providing for the expenditure of funds therefor; providing for an effective date. The Public Utilities Board recommends approval (6 -0). BACKGROUND On December 17, 1996, the City of Denton entered into a Tower Lease agreement, attached hereto as Exhibit 1, with Dallas MTA, L.P., for City of Denton owned tower space located at both the Spencer Road Radio Tower and the McKenna Park Radio Tower sites. On February 17, 2009, the Tower Lease agreement was amended attached hereto as Amendment 1, to reflect that the City of Denton was no longer the owner of the Spencer Road Radio Tower and both parties released the other from all obligations under the original agreement with regard to the Spencer tower. The Tower Lease agreement with Dallas MTA L.P. for McKenna Park was renewed on this date with an increase of three (3 %) percent in Annual Rent based upon the Annual Rent paid during the previous year. On June 12, 2012, the Tower Lease agreement, attached hereto as Amendment 2, was further amended to allow for the installation of an emergency power generator and related pad by Dallas MTA, L.P. to the McKenna Tower space. The City of Denton and Dallas MTA, L.P., desire to further amend the existing Tower Lease agreement, attached hereto as Amendment 3, to allow Dallas MTA, L.P. to modify and install equipment, which is identified in Exhibit "B -3 ", at the McKenna Park Tower site. Dallas MTA, L.P., has agreed to pay a fee of $580.50 multiplied by the number of remaining months in 2013 from the commencement date to the City of Denton in a single payment within sixty (60) days of the commencement date. An additional annualized rent in the amount of six thousand nine hundred sixty -six and no /100 dollars ($6,966.00) shall be added to the annual rent beginning January 1, 2014. OPTIONS 1. Recommend approval of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute Amendment No. 3 to Tower Lease, by and between the City of Denton, Texas and Dallas, MTA, L.P., d /b /a/ Verizon Wireless, respecting certain tower space on the McKenna Park Tower. 2. Do not recommend approval of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute Amendment No. 3 to Tower Lease, by and between the City of Denton, Texas and Dallas, MTA, L.P., d /b /a/ Verizon Wireless, respecting certain tower space on the McKenna Park Tower. RECOMMENDATION DME recommends approval of ordinance of the City of Denton, Texas, authorizing the City Manager to execute Amendment No. 3 to Tower Lease, by and between the City of Denton, Texas and Dallas, MTA, L.P., d /b /a/ Verizon Wireless, respecting certain tower space on the McKenna Park Tower. FISCAL INFORMATION N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions): 12/9/13 — The Public Utilities Board recommended approval (6 -0). EXHIBITS 1. Ordinance 2. Tower Lease Agreement 3. Amendment 1 4. Amendment 2 5. Amendment 3 6. PUB Minutes Respectfully submitted: Phil Williams DME General Manager Prepared by: Darrell Washington Electric Communications Manager EXHIBIT 1 ORDINANCE NO. 2013- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 3 TO TOWER LEASE, BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DALLAS MTA, L.P. D /B /A VERIZON WIRELESS RESPECTING CERTAIN TOWER SPACE ON THE MCKENNA PARK TOWER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City is of the opinion that the Third Amendment, by amending the prior agreements to include more modern technological equipment to be attached to said Tower, at an additional cost to Dallas MTA, L.P. is in the best interests of the City and provides a valid governmental purpose that is served by said Third Amendment; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations and factual statements contained in the Preamble of this ordinance are true and correct and are deemed to be a part of this Ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute a "Amendment No. 3 to Tower Lease" by and between the City of Denton, Texas and Dallas MTA, L.P. d /b /a Verizon Wireless" respecting certain tower space on the McKenna Park Tower, is hereby approved; such further amendment being in substantially the form of the Amendment No. 3 which is attached hereto and made a part of this ordinance for all purposes. SECTION 3. The City Manager, or his designee, is hereby authorized to expend funds as necessary as provided for in said Amendment No. 3 and to exercise any and all rights and duties of the City of Denton under the said Amendment No. 3. SECTION 4. This ordinance is effective immediately upon Council approval. PASSED AND APPROVED this the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY IM 1 MARK A. BURROUGHS, MAYOR APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M. Page 2 J \WPD0CS \0RD \T0WERL8E ORD EXHIBIT 2 ORDINANCE NO 96 -ZR ?6 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A TOWER LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND DALLAS MTA, L P FOR PROPERTY LOCATED AT THE SPENCER RADIO TOWER AND THE MCKENNA PARK RADIO TOWER, DENTON, TEXAS, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Denton owns and operates several tower sites as part of its public safety and utilities operations, which property is located at the Spencer Radio Tower and the McKenna Park Radio Tower, in Denton, Texas, and WHEREAS, on August 28, 1995, Denton Utilities advertised for competitive bads for the leasing of apace on towers owned by the City of Denton Dallas MTA, L P , a Delaware Limited Partnership, doing business as PrimeCo Personal Communications, L P , submitted the highest bid, producing the largest amount of revenue for the City of Denton Dallas MTA, L P requested the McKenna Park Tower and the Spencer Tower site for immediate utilization, and WHEREAS, the City of Denton desires to lease certain portions of each of the towers located on its property at the Spencer Radio Tower and the McKenna Radio Tower, to Dallas MTA, L P , a Delaware Limited Partnership, in return for Dallas MTA, L P removing the existing guyed tower at McKenna Park and replacing it with a freestanding tower especially designed to have less visual impact, which tower will be owned by the City of Denton, and the City will receive annual rental payments thereafter as provided by the Tower Lease, and WHEREAS, Dallas MTA, L P desires to lease certain portions of the Spencer Radio Tower and the McKenna Park Radio Tower sites for use in its communications operations, and agrees to perform the covenants stated in the tower lease, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I- That the City Manager is hereby authorized to execute a Tower Lease between the City of Denton and Dallas MTA, L P , a copy of which lease is attached hereto and incorporated by reference herein SECTION II. That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of , 1996 JA ILLER, MAYOR EXHIBIT 1 ATTEST, JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY JJJA W TOWER LEASE THIS TOWER LEASE ( "Lease ") is entered into as of thisay of 1996, by and between the City of Denton, Texas, a Texas municipal corporation ( "Lessor ") and Dallas NITA, L P ( "Tenant "), a Delaware limited partnership, by and through its sole general partner, PrimeCo Personal Communications L P , a Delaware limited partnership, formerly known as PCS PrimeCo, L P The Lessor owns and operates several tower sites as part of its public safety and utilities operations In consideration of the premises and of the mutual obligations and agreements in this Lease, the parties agree as follows i The Lessor is the titleholder of said tower sites listed on Exhibit "A' attached hereto and made a part of this Lease for all purposes, which tower sites are situated in the County of Denton, State of Texas ( "Lessor's Property") as described on the attached Exhibit "Al" The parties agree that the legal descriptions of Lessor's Property may be attached as Exhibit "A 1' , attached hereto and made a part of this Lease for all purposes, after execution of this Lease u Tenant hereby desires to lease certain portions of Lessor's Property and certain portions of each of the towers ( "Towers ") located on Lessor's Property, together with a right of access and a right to install utilities thereon (the "Premises ") The Premises which are the subject of this Lease are situated substantially as shown on Exhibit "A2 ", attached hereto and made a part of this Lease for all purposes, and with respect to the spaces on the Towers, the kymttions and orientations are as set forth on Exhibit "A3" attached hereto In addition, Tenant shall have the right to run cables and wires under, over and across Lessor's Property to connect Tenant's equipment on the Towers to Tenant's equipment in Tenant's facilities located on the Premises in locations which will be approved by the Lessor through its Executive Director of Utilities ( "Director "), which approval shall not be unreasonably withheld Tenant may park its vehicles on Lessor's Property when Tenant is constructing, maintaining, removing, replacing, and/or servicing Tenant's communications facilities III Lessor and Tenant hereby agree that the Premises (including access rights -of -way thereto but excluding the spaces on the Towers) may be surveyed by a licensed surveyor at the sole cost of Tenant, and such surveys shall then replace the descriptions contained in Exhibit "A2" and become part hereof and shall control to describe the Premises in the event of any discrepancies between such surveys and the descriptions contained in Exhibit "A2" iv Lessor leases the Premises to Tenant pursuant to the terms and conditions of this Lease 1 Term The initial term of this Lease will be ten (10) years, commencing on the first day of the month during which this Lease is executed This Lease will automatically renew yearly with an automatic annual rental increase of six percent (6 %) over the previous year's rental rate During the 30 day period beginning 120 days before the anniversary date of the initial term, or any renewal term, or automatic renewal of this Lease, either party may terminate this Lease by written notice, which termination shall be effective upon such anniversary date 2 Premises (A ) Access to each of Tenant's equipment shelters situated on the Premises will be available to Tenant, without Lessor's representative being present, on a 24 hours a day, 7 days a week basis The Lessor grants to Tenant a non - exclusive easement for the term of this Lease for unrestricted rights of access thereto and to the appropriate source of electric and telephone facilities, subject to the approval of the Lessor through its Director, whose approval shall not be unreasonably withheld Access to any site which is considered to be a secured area will require prior verbal notification to Lessor's representative (or "Hot Line ") to be determined by the Lessor The telephone number of the 24 hour Hot Line is 817 -383- 8400 Tower climbs will require Lessor representation and will be scheduled only after two hours notice to the Lessor during normal business hours In the event of emergency access to the Towers, Tenant will be given the name of a contact person with Lessor who is available 24 hours a day, 7 days a week Tenant may be assessed a charge for emergency access in an amount equal to the total expense incurred by the Lessor for representation during such tower climbs PrimeCo Personal Communications C P 12116196 Page l Tenant will contract directly with a tower climbing crew and will be responsible for all expenses No tower climbing crew will be permitted on the Towers without prior acceptance by the Lessor Standards for acceptance by the Lessor will include a liability insurance policy in the minimum amount of $1,000,000 (B ) Equipment Shelter Space Space for four racks adjacent to each of the Towers will be made available to Tenant at each of the sites specified in Exhibit "A ", which is attached to and made a part of this Lease for all purposes 3 Rent (A ) Rental Payments In consideration of the Lease of the Premises, Tenant agrees to pay Lessor the rental sums based on the monthly rates set forth in Exhibit "A" for each Tower They shall be made as follows I First year's rent due on execution of this Lease 2 First year's rent shall be calculated on a per- antenna/coax basis at $0 55 per foot for each foot above ground level ( "AGL ") to antenna centerline 3 Rent is due on the yearly anniversary of the commencement date of this Lease (as set forth in Paragraph 1 above) 4 On the anniversary of said commencement date, the yearly rent shall be increased by 6% over the prior year's rental 5 All payments shall be payable to Lessor at such address as designated by the Lessor to the Tenant in the manner for notices set forth in Section 12 of this Lease (B ) Late Payments If the yearly rent is not paid by the anniversary date of the commencement date of this Lease, interest shall accrue at 1 5% monthly (18% annually) on all unpaid amounts, subject to Section 8 This late charge is not a waiver of the Lessor's right to declare the Lease in default if payment of rent is not made when due, or to pursue any legal or equitable remedies Lessor may have to seek damages or to require specific performance of the Lease (C ) Other Charges Tenant agrees to pay additional charges, as specified in this Lease, within 30 days following demand Non- payment of additional charges when due shall constitute a default under this Lease to the same extent as would non- payment of rent (D ) Utilities Tenant will be responsible for the installation and maintenance of air conditioning and heating for the Premises Tenant will be responsible for Tenant's utilities at the Premises If provisions for emergency power are required, Tenant will be responsible for the installation and maintenance of stand -by generators as required 4 Tenant's Use of Premises (A ) Tenant may use the Premises to construct, remove, replace, service, maintain, secure and operate a communications facility, including, without limitation, required antenna array (as such antenna array may be modified, added to, or substituted from time to time) and antenna support structures, and for any other uses incidental thereto Tenant may construct a fence around the Premises Each such antenna array or antenna support structure may be configured as requested by Tenant from time to time, provided Tenant obtains, pursuant to Paragraph 4 B , all permits and approvals required by applicable jurisdictions for such requested configuration Lessor shall have the right to approve plans for any improvements installed by Tenant on the Premises, such approval not to be unreasonably withheld, provided that Lessor must notify Tenant of Lessor's approval or disapproval of any such plans within five (5) days after the submission of such plans by Tenant to Lessor, and in the event that Lessor fails to so notify Tenant, Lessor shall be deemed to have approved such plans (B ) Lessor acknowledges that Tenant's ability to use the Premises for its intended purposes is contingent upon Tenant's obtaining and maintaining, both before and after the commencement date, all of the certificates, permits, licenses and other approvals (collectively, "Governmental Approvals ") that may be required by any federal, state or local authority for the foregoing uses and improvements to the Premises desired by Tenant Lessor shall promptly cooperate with Tenant in Tenant's efforts to obtain such Governmental Approvals and shall take no action that would adversely affect Tenant's obtaining or maintaining such Governmental Approvals, provided, Tenant's use shall not interfere with Lessor's use of the Premises in accordance with Section 4 (D ) of this Lease (C ) Tenant may mount up to a maximum of 12 antennas and the necessary coaxial lines thereto at each of the Towers Radio frequencies to be used by Tenant will be 1930 - 1945 Mhz for transmitting and 1850 - 1865 Mhz for receiving PrimeCo Personal Communieati L P 11127/96 Page 2 (D ) Tenant will operate and maintain the antennas and associated electronic equipment, whether located on the Towers or in the equipment shelters, within specifications and authorizations of the manufacturers or the Federal Communications Commission ( "FCC ") The Lessor will take reasonable precaution to insure interference problems do not arise However, if interference does occur, Tenant agrees to install isolators, circulators, or band pass filters or equivalent, to Tenant's equipment at Tenant's expense Tenant shall conduct all Tenant's activities and operations under this Lease to assure that the Lessor's public safety communications, utility communications and utility operations are operated without obstruction or interference and that Lessor's other facilities on the Premises are not damaged or interfered with It will be the responsibility of the Tenant to resolve any conflict between these interests In the event resolution is not possible, this conflict of interests is grounds for termination of the Lease by Lessor, and Tenant shall be responsible for any damages done to the Lessor's facilities If it is so determined that Tenant's equipment is not operating in compliance with manufacturers' design specifications or within FCC rules and regulations, Tenant will immediately disconnect or otherwise terminate the operation of Tenant's equipment that is not functioning within the above recited specifications and authorizations and will not permit further operation of such equipment until it has been repaired or restored so as to function within such specifications and authorizations Tenant grants Lessor the right and authority to take any action necessary to disconnect or otherwise terminate the operation of any of Tenant's equipment causing interference or signal degradation as set forth above If any of the Towers being utilized by Tenant is deemed structurally unsound, a public hazard or must be removed for whatever reason, Lessor grants Tenant the right to erect suitable temporary structure(s) at or near the subject Tower until such time as Lessor replaces or repairs the subject Tower provided, however, nothing herein shall ever require Lessor to repair or replace the subject Tower, but in the event the Lessor fails to repair or replace the Tower within a reasonable time, Tenant may declare the Lease in default Furthermore, Tenant will have the right to relocate on said replacement site at no additional cost to Tenant if the subject Tower is permanently removed, then Tenant will have the right to erect Tenant's monopole at the approximate location of the subject Tower and at a height and structural strength satisfactory to Tenant (E ) Lessor agrees to provide an equipment shelter at the McKenna Park tower site which meets the requirements of Tenant as specified in Exhibit "A5" If the Lessor fails to provide an adequate shelter within one week from the start of construction, the Tenant will have to right to install Tenant's own shelter, which will support only Tenant's equipment, at the Premises This shelter will be placed on the Premises on a mutually acceptable location inclose proximity to the Tower until such time as the Lessor constructs a permanent shelter or places an adequate prefabricated shelter at the McKenna Park tower site In lieu of rent for the McKenna Park tower site, Tenant hereby agrees to construct and donate a tower as depicted in Exhibit "A4 ", attached hereto and made a part of this Lease for all purposes, for the mounting of Tenant's antennas and necessary appurtenances thereto and to support Lessor's 800 ml4z trunkmg system and appurtenances Some additional space on the Tower will be made available to Lessor as mutually agreed by Tenant and Lessor so long as the addition does not create a structural hazard Also, additional capacity will be left available for the use of other communications installations (See Exhibit "A4" for loading specifications ) Tenant further agrees to dismantle the existing radio tower at the McKenna Park tower site Tenant shall be free to dispose of, sell, or otherwise utilize as they Tenant sees fit, the dismantled tower within the guidelines of applicable laws At the termination of this Lease, the McKenna Park Tower will remain the sole property of the Lessor, who will assume any management role previously held by the Tenant The monthly rate on the Spencer Tower site will be $742 50 per month, to be paid in yearly installments of $8910 00 on the commencement date of this Lease PrimcCo Persona! Communications L P 11127/96 Page 3 McKenna Park Tower and the Spencer Tower for a period of time equal to the duration of this Lease and at no charge, as described below, provided, however, Tenant shall not be obligated to accept such offer 1 Lessor will provide a minimum of one (1), 1 544 megabit DS I termination from each Premises to the microwave equipment facilities to the Texas Women's University Clock Tower Lessor will provide an additional 1 544 megabit DS -1 termination at Tenant's request and expense during the life of this Lease 2 Lessor will provide twenty -four (24) hour a day, seven (7) days a week response to all Tenant's request for emergency support due to outages associated with the DS- I equipment, and necessary appurtenances thereto, to the Leased Sites The Lessor guarantees performance level of the DS -1 equipment will be maintained at 99 975% availability Lessor will respond to any problems associated with Tenant's DS -1 equipment within 15 minutes of being notified, twenty-four (24) hours a day, seven (7) days a week when called at 817- 566 -8400 3 Lessor will, at Tenant's request and expense, reconfigure any circuit configuration necessary to support Tenant's operations in the event Tenant should choose, or be forced to, relocate Tenant's point of interface from the Texas Women's University Clock Tower to a microwave hub 4 Lessor's support of the DS -1 terminations and the fiber -optic lines thereto shall meet or exceed Tenant's requirements for such service which are 99 975% availability at all times S Erection of Antenna and Repairs (A ) Repairs All costs for installation and maintenance of Tenant's equipment and antennas on the Towers or the Premises shall be borne solely by Tenant The installation on the Towers or the antennas shall be made by Tenant using suitable devices commonly used in the industry, capable of bearing the stress and strain of the installation without weakening or damaging the Towers in any way whatsoever Installation or modification plans must be submitted to and approved by the Lessor prior to any installation or modification to Tenant's equipment or antennas With respect to the Towers listed on Exhibit "A ", Lessor may require Tenant to pay for review and approval of plans for antenna attachment by a water tower engineering firm The installation and maintenance and /or removal of Tenant's equipment and personal property on the Premises shall be done without any damage, harm, and interruption of any other user's service, and Tenant agrees to hold harmless and indemnify Lessor its officers, employees, agents and/or contractors from any and all costs, expenses, actions, damages, claims and liability due to injury to any person or damage resulting from Tenant's utilization of the Premises This indemnity shall not apply to any claims arising from the sole negligence or intentional misconduct of the indemnified party (B) Alteration or Improvements by Tenant Tenant shall not make, nor permit to be made, any alterations, additions or improvements to the Premises without Lessor's prior written consent Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished, or obligations incurred by or for Tenant Tenant shall within twenty (20) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond No work which Lessor permits Tenant to perform on the Premises shall be deemed to be for the use and benefit of Lessor so that no mechanic's or other lien shall be allowed against Lessor by reason of its consent to such work Lessor shall have the right to post notices that Lessor is not responsible for payment for any such work (C ) Removal of Improvements The antennas and associated equipment installed on the Premises by Tenant and paid for by Tenant, unless they have been so affixed that they have become part of the Premises, shall remain the property of Tenant and may be removed upon the expiration of this Lease, provided (a) that any of such items may be removed only if Tenant repairs any damage caused by such removal and restores the Premises to the condition of the Premises prior to the installation and the commencement of the Lease, reasonable wear, tear and damage by the elements excepted, and (b) that Tenant shall have fully performed all of the covenants and agreements to be performed by Tenant hereunder and that no payments are due or will thereafter become due from Tenant to Lessor under the provisions of this Lease, but in no case shall the equipment be removed by Tenant or third party prior to the expiration of this Lease or until such time as all monies due under this Lease are paid in full Upon expiration of this Lease, if Tenant fads to remove such items from the Premises within sixty (60) days after demand by Lessor, all such equipment shall become the property of Lessor Tenant must gipl Lessor sixty (60) days' notice of removal of any equipment from the Towers and/or the Premises to avoid disruptio service of other users Said removal shall be at a time and date specified by Lessor and shall not affect Tenant's obligati under this Lease PnmeCo Personal Communications 11127/96 Page 4 6 Notice of Scheduled Interruption Lessor will give Tenant forty -five (45) days' written notice of any scheduled activity that will cause interruption of Tenant's activities, emergency situations excepted Tenant shall be allowed to erect temporary facilities as provided in Paragraphs 4 (D ) and 1 I hereof 7 Site Management Tenant shall act as site manager for all subsequent users of the Towers, except Lessor, which shall act as its own manager Tenant shall review all requests for use of the Towers to determine potential interference and structural effect Lessor shall review all requests Rates for subsequent users shall be the same as set forth herein plus a reasonable management fee payable to Tenant Tenant and Lessor shall each work together to encourage all subsequent users to make reasonable use of the Towers and to eliminate the need for additional structures in the subject areas 8 Notice of Default In the event Tenant is in default under this Lease, Lessor shall give written notice thereof to Tenant Except as to interference as described herein, and notwithstanding any other provision herein, Tenant shall cure said default within 20 days following receipt of said notice If a subtenant is in default to Tenant in Tenant's capacity as site manager (as described in Paragraph 7), it will be the sole responsibility of Tenant to pursue the cure of said default and to evict the subtenant, if necessary Under no circumstances will Tenant be considered in default to Lessor based on any subtenant's default status 9 Termination If any of the following occurs, Tenant shall have the right to mmff+e4iahAy - terminate this Lease by giving 30 days written notice to Lessor of such termination (A ) Tenant determines that it will be unable to obtain, after expending reasonable efforts, all necessary Governmental Approvals for Tenant's intended use of and improvements to the Premises desired by Tenant, or (B ) Tenant's application for any Governmental Approvals necessary for Tenant's use of the Premises and improvements desired by Tenant is denied, or (C ) any Governmental Approvals necessary for Tenant's use of the Premises and /or improvements to the Premises, whether now or hereafter desired by Tenant are canceled, expired, lapsed or otherwise withdrawn, terminated or denied so that Tenant, in its reasonable ,judgment, determines that it will no longer be able to use the Premises for Tenant's intended use, or (D ) the FCC allocates the frequencies at which Tenant may operate its antennas and equipment and may from time to time change such frequencies Any change of this nature that, in Tenant's reasonable _judgment, renders its operation of a communications facility at the Premises obsolete, or (E ) if Tenant determines that the Premises has become unsuitable for Tenant's operations due to changes in system or network design or in the types of equipment used in such operations at the Premises become unprofitable Any termination notice rendered by Tenant pursuant to Paragraph 9 shall cause this Lease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease 10 Indemnity and Insurance (A) Tenant hereby agrees to indemnify and hold Lessor harmless from and against any and all claims of liability for personal injury or property damage to the extent that they result from or arise out of (i) Tenant's breach of any term or condition of this Lease on Tenant's part to be observed or performed and/or (u) the acts or omissions of Tenant, its agents and employees in, on or about the Premises , excepting however, such claims or damages as may be due to or caused solely by the acts or omissions of Lessor, its employees or agents PnmeCo Personal Communications 1 P 11/27/96 Page 5 To the extent permitted by law, this indemnity shall not apply to any claims arising from the sole negligence or intentional misconduct or the portion of the joint or concurrent negligence of the indemnified party (B ) Public Liability Insurance Tenant shall maintain public liability insurance at all times during the term of this Lease with a company rated A- or better by Best rated carriers approved to do business in Texas by the State Insurance Commission with personal injury limits of at least $1,000,000 for damage to property and bodily injury and death, covering the Premises and Tenant's use thereof with companies, and in form, satisfactory to the Lessor Said policy or policies shall name Lessor and Tenant as insureds and shall bear endorsements to the effect that the insurer agrees to notify Lessor not less than thirty (30) days in advance of any modification or cancellation thereof Tenant shall deliver a certificate of insurance satisfactory to Lessor as proof that adequate insurance is in force (C ) Lessor shall not be responsible for any interruption of service, unless it is due to negligence on the part of Lessor (D ) Nothing herein shall constitute a waiver of any defense the Lessor or Tenant may have to any cause of action or claim brought under or as a result of operations under this Lease including and without limitation the defense of governmental immunity, all such defenses are expressly reserved 11 Damage and Destruction (A ) In the event that any of the Tower and/or the Premises are totally damaged or destroyed by fire or other casualty, or so extensively damaged that they cannot be restored within 180 days to the condition as the same existed prior to such damage, either party shall have the right to terminate this Lease by giving written notice to the other of the exercise of this right within thirty (30) days following the occurrence of the fire or other casualty In no event shall Lessor be responsible for damages due to delay occasioned in repairing such damage Tenant shall have the right to erect temporary, substitute facilities if any of the Towers and/or the Premises are rendered temporarily unsuitable for operation Rent shall abate for any period that any of the Towers and /or Premises are rendered unsuitable or unavailable for Tenant's use (B ) Lessor shall not be responsible for any damage to Tenant's equipment caused by vandalism, riot, war, fire, accident, failure, or act of God (C ) Lessor will not provide any insurance on Tenant's equipment If Tenant so desires, Tenant may maintain at Tenant's sole expense, any type of hazard insurance on all equipment located on the Premises Tenant understands that in no way will Lessor be responsible for any loss to Tenant's equipment 12 Notices All notices hereunder must be in writing and, unless otherwise provided herein, shall be deemed validly given if sent by certified mail, return receipt requested, addressed as follows (or to any other mailing address which the party to be notified may designate to the other party by such notice), or by overnight delivery or as otherwise provided under applicable state law Should Lessor or Tenant have a change of address, the other party shall immediately be notified as provided in this Paragraph of such change Unless Lessor otherwise specifies in writing, rent checks from Tenant shall be sent to the person listed below to whom notices are sent PrlmeCo Personal Communications t_ P 11/27196 Page 6 Tenant Dallas MTA, L P c/o PrtmeCo Personal Communications, L P Address 5221 N O'Connor Blvd, Suite 1000 Irving, Texas 75039 Attn North Texas - Site Development Property Manager Telephone Number (972) 337 -3000 With a copy to PrtmeCo Personal Communication, L P Address 5221 N O'Connor Blvd, Suite 1000 Irving, Texas 75039 Ann Southwest Region Legal Counsel Telephone Number (972) 337 -3000 Lessor The City of Denton, Texas Attn Sharon Mays Director of Electric Utilities Address 901 Texas Street Denton, Texas 76201 Telephone Number 817 -566 -8487 With a copy to City Attorney Address City of Denton, Texas 215 East McKinney Denton, Texas 76201 Telephone Number 817 -566 -8333 13 Compliance with Laws The Tenant shall comply with all federal, state, local, laws, rules, regulations and ordinances applicable to the telecommunications installation covered hereunder, as they may now read or hereinafter, or amended 14 Venue This Agreement is entered into in the City and County of Denton, Texas and shall be governed by the laws of the State of Texas Venue and ,jurisdiction of any suit or cause of action arising under or in connection with this Lease shall be exclusively in a court of competent, jurisdiction sitting in Denton County, Texas wp(11� PrtmeCo Persona] Communications I P 11127196 Page 7 IN WITNESS WHEREOF, the parties have executed this Lease as of the date herein above stated LESSOR CITY OF DEN TEXAS By Printed Name Ted Benavides Title City Manager TENANT D MTA, L P , a Delaware limited partnership, by its sole general partner, PRI EC I PZeD O MUNICATIONS, L P, a Delaware limited partnership By Printed Name Vec has Title Sit eve REVIEWED BY G' PIRIMECO LEGAL DEPARTMENT PnmeCo Personal Communications L P 11127/96 Page 8 EXHIBIT "A" 1 Spencer Radio Tower Equipment to be installed Personal Communications Services (PCS) transmitting and receiving equipment consisting of radio transceivers batteries, rectifiers, and ancillary equipment Application and frequency PCS (A -block 1850 1865 MHz, 1930 -1945 MHz) Antennas 9 DB980H (typical style) 150 foot centerline (approximately 145 150 feet AGL) Feedlmes 9 runs of 1 518 coax 2 McKenna Park Radio Tower Equipment to be installed Personal Communications Services (PCS) transmitting and receiving equipment, consisting of radio transceivers batteries, rectifiers, and ancillary equipment Application and frequency PCS (A -block 1850 -1865 MHz, 1930 1945 MHz) Antennas 9 DB980H (typical style) 150 -foot centerline (approximately 145 -150 feet AGL ) Feedlmes 9 runs of 1 -518' coax PruneCo Personal Communications 1 P 11/27196 Page 9 EXHIBIT "Al" LEGAL DESCRIPTION OF LESSOR'S PROPERTY Site kno"n as Spencer All that certain tract of parct.l of land Nituated in Denton CoUnC% fe\,,� ibout ' " uthe »t or l City of Denton, and being part of a 640 acre survey patented to Mary L Austin on April 8, 1856, patent No 1059 Volume 12 Abstract No 4 and being a part of the tract convcved to J H Sublett b� T G Ratclitt and wite by deed dated the 3" of Jul) 1901 and recorded in col 83, pa;c; ? of Lhr- Deed Reuudb of Denton County, Texas described by metes and bounds as follo�ks BEGINNING at the Northeast fence coiner of the tract of land conveyed b,, Rarclttt to Sublett a, stated thesame being on the South boundary line of a land running alone the North botindai% line, of said tract conveved by Ratcliff to Sublett at or near the 'Northeast corner thereof THENCE North 88 degrees West 560 2 varas %%ith fem.e and with the South bOL td IT line of ,aid lane to a stake for corner THENCE South 2 degrees West 362 5 varas to a stake. for corneron the Northea ',t boundaiv line of a public road, THENCE South 49 degrees 15 minutes East 430 9 varas �s ithfence and Northeast boundai" line of said public road to a femc corner THENCE South 88 degrees East 229 varas with fence and with the North boundat. lure of a public toad which runs along the North boundary line of said tract conveyed bu RatLlltf to Sublett THENCE Noith 1 deuyrec 33 minutes East 6.2 2 varas to the plot of he;innir_ 111d M]ttiil acres of land Paw-e I of 2 Site known as McKenna Park All that certain tract or parcel of land situated in the Count', of Denton Statc of Texas and being a pant of the Robert Beaumont Survev and being more particularly descnbtd as tollo%vs BEG[NNING at the Southwest corner of the Robert Beaumont Survev at a point 1311 3 vrs East of the Northwest corner of the Eugene Puchalski Survev in the North boundary lint. of the same at a post and pile of rock in the West border of the Cross - Timbers and at a point known as Medlin's Point from which a P O brs North 90 deg East o vrs, another brs North 24 deg East 8 vrs THENCE East 302 3 vrs to a point for corner, said point being 20 feet East of the Southwest corner of a 15 acre tract deeded by R H Ewing and wife M E Ewing to D 1. Wilkins THENCE North and parallel with said D L Wilkins West boundary lint. 329 '/4 vrs to a point for corner said point being 20 feet West of the Northwest corner of said Wilkins tract THENCE West 302 3 vrs a point for corner THENCE South 325 '/4 vrs along the West boundary line of said Beaumont Survey to place of beginning and containing 18 acres of land more or less and being the same tract of land conveyed to us by R H Ewing and wife M E Ewing by deed dated November 27 A D 1909 recorded in Volume 112 page 2 l :�, of the Deed Records of Denton County, Texas PwIL 2 of 2 EXHIBIT 3 McKenna Party 161405A Location No.: 104679 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS; YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. AMENDMENT NO. I TO TOWER LEASE WHEREAS, pursuant to a Tower Lease (the "Agreement ") dated December 17, 1996, the City of Denton ( "Lessor ") leased certain property to Dallas MTA, L.P. d /bla Verizon Wireless ( "Lessee "); WHEREAS, the Agreement expired by its own terms on December 17, 2006; WHEREAS, the Agreement initially contemplated the lease of two towers, the McKenna Park Tower and the Spencer Radio Tower (both as described in the Agreement); WHEREAS, the McKenna Park Tower is located on property described on Exhibit A attached hereto; WHEREAS, Lessor is no longer the owner of the Spencer Radio Tower; WHEREAS, the parties desire to reinstate the Agreement subject to the modifications set forth in this Amendment; WHEREAS, Lessee paid Annual Rent (as defined herein) for the year 2007; NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Effective as of December 18, 2006, the Agreement is hereby reinstated for an initial term of ten (10) years, commencing as of January 1, 2008 (the "Commencement Date "). 2. The Agreement shall automatically be extended for three (3) additional five (5) year term unless Lessee terminates it at the end of the then- current term by giving Lessor written notice of the intent to terminate at least six (6) months prior to the end of the then - current teen. DALLAS \356295.2 EXHIBIT 2 McKenna Park 161405 Location No.: 104679 3, Upon the Commencement Date, rental payments (the "Annual Rent ") shall commence and be due at a total annual rental of Eighteen Thousand and No /100 Dollars ($18,000.00) to be paid on the anniversary of the Commencement Date, in advance, to Lessor or to such other person, firm or place as Lessor may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date by notice given in accordance with Paragraph 12 of the Agreement. The Annual Rent for the period beginning January 1, 2008 shall be due within thirty (30) days of full execution of this Amendment, 4. The Annual Rent shall be increased on the anniversary of the Commencement Date by an arnount equal to three percent (3 %) of the Annual Rent in effect during the previous year. 5. Lessee agrees to maintain the lighting on the tower in compliance with FAA and FCC regulations and shall cause the lighting to be inspected in accordance with 47 C.F.R. Section 17.47. Lessee shall maintain records of each such inspection (to include the date, time, person who arcade the inspection, and condition of the lighting as observed during the inspection), and shall provide copies of such records promptly upon any request for same by Lessor. In the event Lessee discovers, or receives notice that, one or more of the lights is not operating properly, Lessee shall immediately notify Lessor and FAA in accordance with 47 C.F.R. Section 17.48, and shall take steps to restore the lighting to proper operating condition, such restoration to be effected within fourteen (14) days from the discovery or notice, as the case may be. Any failure by Lessee to comply with this provision shall be a material default, and Lessor shall be entitled to any and all rights and remedies on account of such breach including, but not limited to, termination of this Agreement. 6. Exhibit A to the Agreement is hereby modified to provide for one (1) microwave dish, the particulars for which (size, placement, feed line, etc.) are set forth in the Exhibit B attached hereto. 7. The parties acknowledge that Lessor has no ownership right in the Spencer Radio Tower and the parties hereby release each other from any and all obligations under the Agreement with regard to said Tower, all references to which in the Agreement, including Exhibit Al, being hereby deleted. 8. Lessee has installed an Equipment Shelter on the Premises, which structure Lessee may continue to utilize for the Terra of the lease. Upon the expiration of the Term, or a termination of the Agreement prior thereto by Lessor or by Lessee, title to the Equipment Shelter shall revert to Lessor without further consideration. 9. The reference in the last sentence of Section 4(A) of the Agreement to "five (5) days" is amended to read "five (5) business days ...." 10. The reference in the first sentence of Section 4(D) of the Agreement to "manufacturers or the Federal Communications Commission" is amended to read "manufacturers and the Federal Communications Commission ..." DALLASN356295.2 McKenna Park 161405A Location No.; 104679 11. The following shall be added to the end of the first paragraph of Section 4(D) of the Agreement: "Without limiting the foregoing, to the extent Lessee operates on frequencies in the 400 MHz band, and such operations cause interference to Lessor or other communications facilities on the Tower, Lessee shall immediately take the corrective measures required by FCC Rules 90.672 et seq. If said interference cannot be eliminated, then, upon Lessor's request, Lessee shall remove its equipment from Lessor's property at Lessee's cost and expense and this Agreement shall thereupon be terminated." 12. Except as hereby amended, all other provisions of the Agreement will remain in full force and effect as originally written and the Agreement is hereby confirmed as to all provisions contained therein. In the event of any conflict between the terrns of this Amendment No. I and the terrns of the Agreement, Amendment No. I shall control, [SIGNATURE PAGE TO FOLLOW] DALLAS1356295.2 McKenna Park 161405A Location No.: 104679 IN WITNESS WHEREOF, the parties hereto intend that this Amendment, No. l shall be effective as the date of full execution of this Amendment No. 1 (the "Effective Date "). LESSOR: City of Denton By: Name: Title: Date: LESSEE: Dallas MTA, L.P. dlbla Verizon Wireless By: Verizon Wireless Texas, 4C, its general partner By: UI _i y l w Hans F. Leutenegger Area Vice Preside n Network, South Area I Date: !! ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPR tAQTCO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r By: DALLAS1356295.2 NOTARY ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF, 8k McKenna Park 161405A Location No.: 104679 Th oregoing instru ent was a knowlMdd bef ore me t1is i day at ��1 ut1�, by �, of the City of Denton. He is pe sonally known to me or ha produe d a driver's livens as identificati n. (AFFIX NOT III1i/1l1��� JENNIFER K, WAVERS N y 8 Texas M00mrni sion Expires p (OFF I L NO Y SIGNATURE) t50 .aamiw 19, 2010 PUB — STATE OF TEXAS , My commission expires; (PRINTED, TYPED OR STAMPED NAME OF NOTARY) STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG The foregoing instrument was acknowledged before me this �)) day of jumbik , 2008, by Hans F. Leutenegger, Area Vice President, Network, South Area of Verizon Wireless Texas, LLC, general partner of Dallas MTA, L-P, d/b /a Verizon Wireless, on behalf of said partnership. He is personally known to me. (AFFIX NOTARIAL SEAL) (OFFICIAL X0'IjARY SIGNATURE) NOTARY P BL C — STATE OF NORTH CAROLINA My commission expires: _v (PRINTED, TYPED OR STAMPED NAME OF NOTARY) k w' JEAN 57,0A Notary Public, North Caroiina 1 F Mecklenburg County 333 My Commission Fxu ^:s ,i itrtay B, 2010 DALLAS13350295.2 McKenna Park 161405A Location No,: 104679 Exhibit A All di at certain tract or parcet of €and situated in the County cif f.)emon, State ot'Teyag. and beiag n part of thc� Robert Beans "nt Suvvi y and being niore particularly dcscribod;Rs foliow, BEG INN I N(j' Git the Southwest corner of the Robert HcaLinwat Survey at a point 1311.3 vrS East or the Northwest corner zit" the Eu'-ene P ichalski Survev in the North boundary line of the same at a post and pile of rock in the Wa ,t bordcr of the Cross-Timbers and at a point known as Medlin's Point h•om which a P.D. bcs North 90 deg, 1",a5( 5 errs, naother brs North 24 deg, East 8 vrs; THENCE East 302.3 vrs to a point for corntr, said lvint being 20 feet East ofthe Southwest Corner Of a 15 acre tract 6oedud by R, 11, fwwing an wift M. E, Ewing to 1). L. Wilkim;; 'r1r-T.Y-',NCE North acid puai let with said D, L. Wilkins West boundary line 329 i4 vi-, to a point ror corner, stint poim being 20 feet Weit of die Northwest corner of said Wilkins tract. THE'NCE West 3023 vr,,; a point for corw:v,- THIENCE S0001 M 'A VrS alojig ffie West boundary line oft ajd Beaumont Survey to plaoc of L),:girming and Containing! 18 acres of iand more or less and being the same tract of land conveyed to us by R., 11-1. Ewing and wife M. E, Ewing 1,-Pv decd dated November 27, AD- 1909, recorded in Volume 112 page 215, of the D ed Records of Doilton Cowity, Texas. DALLAS1356295.2 McKenna Park 161405A Location No.: 104679 Exhibit B See attached microwave antenna specifications, DAI,LAs%356295.2 Product Specifications ANDREW,. P6 F -5 2 -N 7A 6 ft Standard Parabolic Unshielded Antenna, single- polarized, unpressurized, 5,25 -5,85 GHz, type N female flange, gray antenna with flash, standard pack —one -piece reflector General Specifications Diameter, nominal Antenna Input Antenna Type Polarization Reflector Construction Antenna Color Flash Included Packing Electrical Specifications 18m16ft N Female PF - Standard Parabolic Unshielded Antenna, single- polarized, unpressurized Single One -piece reflector Gray Yes Standard pack Operating Frequency Band 5,250 - 5,850 GHz Gain, Top Band 38.1 dBi Gain, Mid Band 37.6 dBi Gain, Low Band 37.0 dBi Front -to -Back Ratio 49 dB Cross Polarization Discrimination (XPD) 30 dB Beamwidth, Horizontal 1,8 ° Beamwidth, Vertical 1-81, VSWR 1.50 Return Loss 14,0 dB Radiation Pattern Envelope Reference (RPE) 4751 Electrical Compliance ETSI 302 217 Class 1 Mechanical Specifications Net Weight 82, kgi 181 lb Packed Dimensions From North America, roll free Outside Norsh America Cc? 2008 C;nmmScope, Inc_ All 69his reserved Telephone t- 800.255-1479 !'elcphone, +1-7N-873-2307 All speci(icaiions are subject to change. Please sea page 1 of 2 Fax: 1.80&349.5444 Fax, +1. 779 - 435-8579 www.andrew.com for the moss c<rrreni lnformoli n. 9/29/2008 Product Specifications '%'�AJVDREW A Corno6ccpe rom. ojiy P61"•5 2 -N7A Gross Weight, Packed Antenna 192.0 kg 1 423.3 lb Length 213.0 cm 1 83.9 in Width 89.0 cm 1 35.0 in Height 208.0 cm j 81.9 in Footnotes Cross Polarization Discrimination (XPD) The difference between the peak of the co- polarized main beam and the maximum cross - polarized signal over an angle twice the 3 clB beamwidth of the co- polarized main beam. Front -to -Back Ratio Denotes highest radiation relative to the main beam, at 1800 ± 40 °, across the hand. Production antennas do not exceed rated values by more than 2 dB unless stated otherwise. Gain, Mid Band For a given frequency band, gain is primarily a function of antenna size. The gain of Andrew antennas is determined by either gain by comparison or by computer integration of the measured 'antenna patterns. Operating Frequency Band Bands correspond with CCIR recommendations or common allocations used throughout the world. Other ranges can be accommodated on special order. Packing Andrew standard packing is suitable for export. Antennas are shipped as standard in totally recyclable cardboard or wire -bound crates (dependent on product). For your convenience, Andrew offers heavy duty export packing options, Radiation Pattern Envelope Reference (RPE) Radiation patterns determine an antenna's ability to discrimiinate against unwanted signals under conditions of radio congestion. Radiation patterns are dependent on antenna series, size, and frequency, Return Loss The figure that indicates the proportion of radio waves incident upon the antenna that are rejected as a ratio of those that are accepted. VSWR Maximum; is the guaranteed Peak Voltage - Standing - Wave -Ratio within the operating band. From North America, toll free Outside North Americo 'JC 2008 CommScope. Inc, All rights reserved, Telephone: 1 804255 -1479 Telephone + 1./08.8/3-230/ Ail specificolions ore; eebic.d to chonge, Pleose see page 2 of 2 fox: 1,800 - 349-5444 Fox +1 7/9-435-857o wwwzondrew,Corn (or the Inost current inlormalioo. 9/29/2008 McKenna Park AMENDMENT NO.2 TO TOWER LEASE THIS AMENDMENT NO. 2 TO TOWER LEASE ( "Second Amendment "), dated as of the latter of the signature dates below, is by and between City of Denton, Texas, a Texas Municipal Corporation, having a mailing address of 215 E. McKinney Street, Denton, Texas 76201 (hereinafter referred to as "Lessor ") and Dallas MTA, L.P. d/b /a Verizon Wireless, having a mailing address of One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (hereinafter referred to as "Lessee "). WHEREAS, Lessor and Lessee entered into that certain Tower Lease dated December 1.7, 1996 (the "Lease "), as amended by Amendment No. I dated as of February 17, 2009 (the "First Amendment "), whereby Lessor leased to Lessee certain tower space upon the McKenna Park Tower as described herein (collectively, the "Agreement "); WHEREAS, Lessor and Lessee desire to further amend the Agreement to allow for installation of an emergency power generator and related pad, as set forth in Exhibit "C" attached hereto; and WHEREAS, Lessor and Lessee desire to adjust the rental due Lessor. NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: I . Description of McKenna Park Tower. Exhibit "Al" to the Lease and Exhibit "A" to the First Amendment are hereby deleted in their entirety and replaced with Exhibit "A -2" attached hereto. Exhibit "A -2" is an integral part of this Second Amendment. 2. Equipment. Exhibit "A" to the Lease is deleted in its entirety, and replaced with Exhibit "13-2" attached hereto making provision for a power generator and reflecting a complete list of equipment installed or to be installed at the McKenna Park Tower site. Certain details for placement of the generator are shown in Exhibit "C" attached hereto. Exhibit "B -2" and Exhibit "C" are integral parts of this Second Amendment, 3. Rent. Commencing on July 1, 2012 (the "Commencement Date "), Lessee shall pay to Lessor, in addition to the Annual Rent, a fee of One Hundred Fifty and No /100 Dollars ($150.00) multiplied by the number of remaining months in 2012 from the Commencement Date (the "Additional Rent "), which said amount shall be paid by Lessee to Lessor in a single payment within sixty (60) days of the Commencement Date. The annualized Additional Rent in the amount of One Thousand Eight Hundred and No /100 Dollars ($1,800,00) shall be added to the Annual Rent beginning January 1, 2013. The Additional Rent shall be subject to the same adjustments to which the Annual Rent is subject in accordance with the Agreement. EXHIBIT 3 McKenna Park: d. Notice. Lessee's notice address as set forth in Section 12 of the Lease is hereby deleted in its entirety and replaced with the following: Dallas MTA, L.P. d/bla Verizon Wireless 180 Washington Valley Road Bedminster, NJ 07921 Attn: Network Real Estate 5. Conflicts. Except as hereby amended,, all other provisions of the Agreement will remain in full force and effect as originally written and the Agreement is hereby confirmed as to all provisions contained therein. In the event of any conflict between the terms of this Second Amendment and the terms of the Agreement, this Second Amendment shall control. [SIGNATURE PAGE TO FOLLOW] 2 McKenna hark IN WITNESS WHEREOF, the parties hereto intend that this Second Amendment shall be effective as the date of full execution hereof (the "Effective Date "). LESSOR: City of Denton, Texas, A Texas Municipal Corporation Name: Title: Date: ATTEST: JENNIFER WALTERS, CITY SECRETARY: By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By; LESSEE: Dallas MTA, L.P. dfb /a Verizon Wireless By: Verizon Wileleo Texas4yC, its general partner By: �. Hans F. eut egger Area Vice Pre'dentNetwork Date: , 3 McKenna Park NOTARY ACKNOWLEDGEMENT STATE OF TEXAS ) )SS. ACKNOWLEDGMENT COUNTY OF _ ,� ,1,r ✓ ) The foregoing instrument was acknowledged before me this 7 day of , 2012, by George C. Campbell, City Manager, of the City of Denton, Texa , He is personally known to me or has produced a dri'ver's license as identification. (AFFIX NOTARIAL SEAL) °= Notary f ubi'sc, State of Texas MY comrnIssion Exp'res (--�OFFIOAL NOTARY SIGNAT ) +,F;F�E +;•` oecemUer Os, tots NOTARY PUBLIC -STATE OF TEXAS ��/i1F151 My commission expires: (PRINTED, TYPED OR STAMPED NAME OF NOTARY) STATE OF NORTH CAROLINA )SS. ACKNOWLEDGMENT COUNTY OF MECKLENBUR.G BEFORE ME, the undersigned authority, on this day personally appeared Hans F. Leutenegger, Area Vice President Network of Verizon Wireless Texas, LLC, the general partner of DALLAS MTA, L.P. d/b /a Verizon Wireless, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he, being duly authorized to execute said instrument, executed the same for the purposes and considerations therein expressed. Given under my band and seal of office this day ofl W � , 2012. D SEAZ) \N M MUSA Notary Public, North Carolina Mecklenburg County My Commission Expires May 18, 2015 4 in and for the State of North Carolina MoKenna Park Exhibit "A -2" Exhibit "A -2" All dtat certain tract or parrei of land situated In the County of Demon, State or Testa, anti being a part of the Robed Heautftont Survey mad Wag more particulariv deserlhad is follows: BEGINNING ar tits Southwest corner of the izOWA 13enttntottt Survey at a point 13113 vrs 9w of the Northwest corner of the eugenc Plachalsk} Survey ttt the North botmdary litre ortiie Sartre at a post and pile of rook In the West border of Me Cross - Timbers and at tt pottit known as Medlin's Polar from which a P.O. bes North 90 deg, East S vrs, atlother brs North 2d deg. East S vrs; TL413NCB east 342.3 vrs io a polar for corner, said poltti being 20 feet Fast oflho South\Yest corner of 15 ncre tract deeded by P. H. Swing and wife M, 13, Ewing to D. L, Wilkins; THENCE North and parailai whit said D. lam. Wilkins West boundary litre 329 V. vrs to a point for confer', said poitit being 20 f0et WO &t of the Northwest comor of said Wilkins tract. THENCE Wtsst 3423 vrs a polnl for coraot;. THENCF South 3?5 %. vrs along the West boundrdy line of sold SftUMout Survey 10 plaoo or beginning and containing i a acres of land more or im and being the lame Mot of land conveyed to us by R.1•1. Ewing and wife M. E. C np, by droll dated NOVrMber27, A.M. 1909, reoordcd In Volume 112, page 215, of the Dood Records of Denton County: Texas. 5 McKenna Park Exhibit "13 -2" Exhibit "B -2" Equipment to be installed: Personal Communications Services (PCS) transmitting and receiving equipment, consisting of radio transceivers batteries, rectifiers, and ancillary equipment Application and frequency - PCS (A -block 1850 -1865 MHz, 1930 -1945 MHz) Microwave Dish (5.250 — 5.850 GHz) Antennas 9 DB980H (typical style) 150 -foot centerline (approximately 145 -150 feet AGL) Microwave dish ---1 P6F- 52 -N7A (6 foot) and supporting cable* Feedlines 9 runs of 1 -5/8' coax Power Generator Kohler Model 50REOZJC * As set forth more fully in that Certain Amendment Nfo. E dated as ofFebroary i 7, 2009. McKonna Park Exhibit "G° Exhibit "C" .a 43 a -13 a� O (b pr EXHIBIT 5 McKenna Park AMENDMENT NO. 3 TO TOWER LEASE THIS AMENDMENT NO. 3 TO TOWER LEASE ( "Third Amendment "), dated as of the latter of the signature dates below, is by and between City of Denton, Texas, a Texas Municipal Corporation, having a mailing address of 215 E. McKinney Street, Denton, Texas 76201 (hereinafter referred to as "Lessor ") and Dallas MTA, L.P. d/b /a Verizon Wireless, having a mailing address of One Verizon Way, Mail Stop 4AW 100, Basking Ridge, New Jersey 07920 (hereinafter referred to as "Lessee "). WHEREAS, Lessor and Lessee entered into that certain Tower Lease dated December 17, 1996 (the "Lease "), as amended by Amendment No. 1 dated as of February 17, 2009 (the "First Amendment "), as amended by Amendment No. 2 dated as of June 27, 2012, whereby Lessor leased to Lessee certain tower space upon the McKenna Park Tower as described herein (collectively, the "Agreement "); WHEREAS, Lessor and Lessee desire to further amend the Agreement to modify and install equipment at the McKenna Park Tower site, as set forth in Exhibit `B -3" attached hereto; and NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Equipment. Exhibit `B -2" to the Agreement is hereby deleted in its entirety, and replaced with Exhibit `B -3" attached hereto reflecting a complete list of equipment installed or to be installed at the McKenna Park Tower site. Exhibit `B -3" is an integral part of this Third Amendment. 2. Rent. Commencing on November 1, 2013 (the "Commencement Date "), Lessee shall pay to Lessor, in addition to the Annual Rent, a fee of Five Hundred Eighty and 501100 Dollars ($580.50) multiplied by the number of remaining months in 2013 from the Commencement Date (the "Second Additional Rent "), which said amount shall be paid by Lessee to Lessor in a single payment within sixty (60) days of the Commencement Date. The annualized Second Additional Rent in the amount of Six Thousand Nine Hundred Sixty-Six and No /100 Dollars ($6,966.00) shall be added to the Annual Rent beginning January 1, 2014. The Second Additional Rent shall be subject to the same adjustments to which the Annual Rent is subject in accordance with the Agreement. For clarification, the Second Additional Rent is payable in addition to all rental obligations provided in the Agreement, including the payment of "Additional Rent." 3. Conflicts. Except as hereby amended, all other provisions of the Agreement will remain in full force and effect as originally written and the Agreement is hereby confirmed as to all provisions contained therein. In the event of any conflict between the terms of this Third Amendment and the terms of the Agreement, this Third Amendment shall control. [SIGNATURE PAGE TO FOLLOW] rNII P-1 Ii! McKenna Park IN WITNESS WHEREOF, Lessor and Lessee have executed this Third Amendment as of the respective dates set forth below. LESSOR: City of Denton, Texas, A Texas Municipal Corporation By: Name: George C. Campbell Title: City Manager Date: ATTEST: JENNIFER WALTERS, CITY SECRETARY: UA APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY a By: LESSEE: Dallas MTA, L.P. d/b /a Verizon Wireless By: Verizon Wireless Texas, LLC, its general partner Area Vice Prksldent Network Date: 2 STATE OF TEXAS COUNTY OF McKenna Park NOTARY ACKNOWLEDGEMENT )SS. ACKNOWLEDGMENT The foregoing instrument was acknowledged before me this day of 2013, by George C. Campbell, City Manager, of the City of Denton, Texas. He is personally known to me or has produced a driver's license as identification. (AFFIX NOTARIAL SEAL) My commission expires: (OFFICIAL NOTARY SIGNATURE) NOTARY PUBLIC -STATE OF TEXAS (PRINTED, TYPED OR STAMPED NAME OF NOTARY) 3 McKenna Park Exhibit `B -3" Exhibit "B -3" Lessee shall be permitted to have the following equipment on the tower at the site: Antennas: Three (3) BXA- 171063 -12CF antennas at the 150 -foot centerline Three (3) X7C- 665 -6i antennas at the 150 -foot centerline Three (3) BXA- 185085/12CF antennas at the 150 -foot centerline Tower Mounted Amplifiers: Six (6) Tower Mounted Amplifiers at the 150 -foot centerline Coaxial Cables: Twelve (12) Lines of 1 -5/8" Coax Frequency: AWS (2120 -2135 MHz, 1720 -1735 MHz) LTE (746 -756 MHz, 777 -787 MHz) PCS (1930 -1945 MHz, 1850 -1865 MHz) 850 MHz (869 -880 MHz, 824 -835 MHz) Microwave Dish (5.250 -5.850 GHz)* Microwave dish: One (1) P6F- 52 -N7A (6 foot) and supporting cable* Power Generator: Kohler Model 50REOZJC * As set forth more fully in that certain Amendment No. l dated as of February 17, 2009. 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 ............. . • • DRAFT MINUTES PUBLIC UTILITIES BOARD December 9, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, December 9, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Phil Gallivan and Barbara Russell Absent: Lilia Bynum Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 1) Consider recommending approval of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute Amendment No. 3 to Tower Lease, by and between the City of Denton, Texas and Dallas, MTA, L.P., d /b /a/ Verizon Wireless, respecting certain tower space on the McKenna Park Tower; providing for the expenditure of funds therefor; providing for an effective date. Board Member Herring asked for clarification regarding `expenditure of funds'. Phil Williams, General Manger DME, stated there is not expenditure of funds the caption was worded incorrectly. Motion was made to approve item 1 by Board Member Herring with the second by Board Member Russell. The vote was 6 -0 approved. Adjournment 11:50 am AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Legal Department CM/ ACM: Anita Burgess, City Attorney SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to surrender to DRP Country Lakes, LLC that certain irrevocable standby letter of credit dated October 1, 2009 drawn on J.P. Morgan Chase Bank in the amount of $176,143.93 in which Wynne /Jackson Lakes Development, L.P. is the applicant and the City of Denton, Texas is the beneficiary; and further releasing DRP Country Lakes, LLC, a successor real property owner to Wynne /Jackson Lakes Development, L.P. from any financial obligation regarding that certain letter agreement dated December 29, 2000 by and between the City of Denton and Wynne /Jackson Lakes Development, LP; authorizing the acceptance of a replacement irrevocable standby letter of credit from the present owner of that certain real property being generally known as Country Lakes, in the City of Denton, Texas, Bloomfield Homes, L.P. in the amount of $176,143.93; providing an effective date. BACKGROUND The City and Wynne /Jackson Lakes Development, L.P. ( "W /J") entered into a letter agreement on December 29, 2000 regarding certain payment obligations of W/J (and any assigns) regarding the bond indebtedness issued by the City in connection with the water and wastewater developments to the Country Lakes area in the City of Denton. The agreement provided that it nuns with the land until the bond indebtedness is fully paid. As part of that agreement W/J was required to collateralize its obligations by securing and providing to the City a letter of credit in the amount of $176,143.93. W/J provided a letter of credit to the City as required, issued by J.P. Morgan Chase Bank, Chicago, Illinois. That letter of credit has remained in effect continuously since that time. Later, on June 7, 2010, W/J conveyed the affected realty to DRP Country Lakes, LLC ( "DRP "). Subsequent thereto, DRP conveyed the affected realty to Bloomfield Homes, L.P., on August 29, 2013. Bloomfield Homes, Inc. (`Bloomfield ") is the present owner of record respecting that realty. In September 2013, legal counsel for DRP has requested that DRP be released by the City from its obligations under the December 29, 2000 agreement referenced above. The indebtedness is current, with the next installment payment being due by Bloomfield in January 2014. The current balance is approximately $615,800. The City has obtained from Bloomfield a replacement letter of credit issued on November 12, 2013 issued by Texas Capital Bank, Richardson, Texas in the amount of $176,143.93. The maturity date for the indebtedness is in January 2017. This transaction is nothing more than a substitution of collateral and the City is still well - secured under the December 29, 2000 agreement. OPTIONS Approve the substitution of collateral, surrender the previous letter of credit, and release a former owner, DRP from its obligations under the agreement. RECOMMENDATION Approve the substation of collateral, surrender the previous letter of credit, and release a former owner, DRP from its obligations under the agreement. ESTIMATED SCHEDULE OF PROJECT Does not apply. PRIOR ACTION /REVIEW (Council, Boards, Commissions) None FISCAL INFORMATION A substation of collateral — financially neutral. BID INFORMATION Does not apply. EXHIBITS 1. Ordinance Respectfully submitted: E Anita Burgess, City Attorney Prepared by: 1� Michael S. Copeland Utility Attorney EXHIBIT 1 ORDINANCE NO. 2013- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO SURRENDER TO DRP COUNTRY LAKES, LLC THAT CERTAIN IRREVOCABLE STANDBY LETTER OF CREDIT DATED OCTOBER 1, 2009 DRAWN ON J.P. MORGAN CHASE BANK IN THE AMOUNT OF $176,143.93 IN WHICH WYNNE /JACKSON LAKES DEVELOPMENT, L.P. IS THE APPLICANT AND THE CITY OF DENTON, TEXAS IS THE BENEFICIARY; AND FURTHER RELEASING DRP COUNTRY LAKES, LLC, A SUCCESSOR REAL PROPERTY OWNER TO WYNNE /JACKSON LAKES DEVELOPMENT, L.P. FROM ANY FINANCIAL OBLIGATION REGARDING THAT CERTAIN LETTER AGREEMENT DATED DECEMBER 29, 2000 BY AND BETWEEN THE CITY OF DENTON AND WYNNE /JACKSON LAKES DEVELOPMENT, L.P.; AUTHORIZING THE ACCEPTANCE OF A REPLACEMENT IRREVOCABLE STANDBY LETTER OF CREDIT FROM THE PRESENT OWNER OF THAT CERTAIN REAL PROPERTY BEING GENERALLY KNOWN AS COUNTRY LAKES, IN THE CITY OF DENTON, TEXAS, BLOOMFIELD HOMES, L.P., IN THE AMOUNT OF $176,143.93; PROVIDING AN EFFECTIVE DATE. WHEREAS, certain financial obligations were incurred with respect to water and wastewater line improvements which the City constricted in accordance with an "Annexation Agreement" entered into by and between the City and Violet Properties Associate, L.P. on the 4th day of August, 1999, which Annexation Agreement was executed pursuant to a certain "Compromise Settlement Agreement and Release of All Claims" ( "Compromise ") entered into by and between the City of Denton, Texas and Denton County Fresh Water Supply District Nos. I -A and 5 and Violet Properties Associates, LP. Also executed on the 4th day of August, 1999; which Compromise settled pending litigation entitled City of Denton, Texas v. Denton County Fresh Water Supply District No. IA and Denton County Fresh Water Supply District No. 5, and Violet Properties Associate, L.P., Cause No, 99- 40158 -362, in the 362" Judicial District Court in and for Denton County, Texas; and WHEREAS, in the Annexation Agreement referenced above there was a requirement that the record owner and any successor owner provide the City with security regarding the repayment of the debt incurred by the City to constrict such water and wastewater improvements, and said Agreement provided that whomever was the owner of record of the land would provide the City, as further security, a letter of credit in the amount of $176,143.93; and WHEREAS, later on December 29, 2000, the City of Denton and Wynne /Jackson Lakes Development, L.P. ( "Wynne /Jackson ") entered into a letter agreement ( "Letter Agreement") regarding the cost of the water and wastewater revenue bond debt which was incurred by the City; in such agreement; and in furtherance thereof, Wynne /Jackson posted a letter of credit with the City, currently in effect, on the Ist day of October, 2009 (the "2009 LOC "); and WHEREAS, thereafter, on the 7th day of June, 2010, Wynne /Jackson conveyed the affected realty to DRP Country Lakes, LLC ( "DRP "), a successor real property owner; and thereafter, on the 29th day of August, 2013, DRP conveyed the affected realty to the present owner of record, Bloomfield Homes, L.P. ("Bloomfield"); and WHEREAS, DRP has requested that it be allowed to recover the letter of credit currently held by the City, and that it be released from further financial liability under the Annexation Agreement and the Letter Agreement; Staff has indicated to DRP that it is necessary and appropriate for the new owner of record to post substitute collateral in the form of a letter of credit in the amount of $176,146.93 with the City before the City releases DRP; Staff has obtained such letter of credit from Bloomfield, and recommends to the Council that it surrender the letter of credit to DRP, release DRP from financial liability under the Annexation Agreement and the Letter Agreement, and accept the new letter of credit from Bloomfield in the amount of $176,143.93; NOW THEREFOR THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The preamble stated hereinabove is hereby incorporated into this ordinance. SECTION 2. The City Manager or his designee is hereby authorized to surrender the October 1, 2009 letter of credit posted by Wynne /Jackson to DRP Country Lakes, LLC; and is further authorized to accept the $176,143.43 letter of credit from Bloomfield Homes, L.P. as further security for repayment of the outstanding indebtedness owing to the City; and the Council authorizes the release of DRP from any further financial liability under the Annexation Agreement and the Letter Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ATTEST: JENNIFER WALTERS, CITY SECRETARY IM APPROVED AS TO LEGAL FORM: ANIT,A� BURGESS, CITY ATTORNEY IM Page 2 2013. MARK A. BURROUGHS, MAYOR AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Denton Municipal Electric (DME) ACM: Howard Martin, 349 -8232 *,--- SUBJECT: Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute an Easement Purchase and Abandonment Agreement (herein so called), as attached hereto and made a part hereof as Exhibit "A ", by and between Terrano Realty, Inc., a Texas corporation (the "Owner"), and the City of Denton (the "City "), regarding the sale by Owner and purchase by the City of three easements consisting of 4.499, 0.223, and 2339 acres, respectively, being situated in the M.E.P. & P.R.R. Survey, Abstract No. 1475, and the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, located generally running north from the Spencer Electric Substations to McKinney Street, for the public use of expansion, constriction, maintenance, operation, and improvement of electric transmission and distribution lines, facilities, and strictures (herein, the "Project "), for the combined purchase price of Four Hundred Fifty Four Thousand Two Hundred Forty Three and 68/100 Dollars ($454,243.68); authorizing the City Manager, or his designee, to execute and deliver any and all other documents necessary to accomplish closing of the transaction contemplated by the Easement Purchase and Abandonment Agreement; authorizing the expenditure of funds, therefore; and providing an effective date. (69kV Transmission Line Re -build Project) BACKGROUND: In accord with the current 69kV Transmission Line Re -build project initiative, staff is undertaking the acquisition of the land rights necessary to accommodate the constriction and operation of the improved electric transmission and distribution system. In respect to the tracts owned by Terrano Realty Inc., the project requires the acquisition of easements consisting of 4.499 acres, 0.223 acres, and 2339 acres, to accommodate electric utilities. An additional component of the transaction includes the abandonment of portions of two existing electric easements, as they specifically relate to the Owner's property tracts. The electric infrastructure in the existing easements will be relocated into the new easement tracts. The new easement tracts are wider and will accommodate the contemplated improved and expanded electric transmission and distribution system. An offer was submitted to the Owner based on a staff appraisal in the amount of $386,104.00 Upon further negotiations with the Owner, a purchase price of $454,243.68 is recommended for settlement of the matter. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council Public Hearing November 15, 2011 (Route Approvals) FISCAL INFORMATION The overall 69kV Transmission Line Rebuild project is being funded by issuing General Obligation Bonds which will be paid by Transmission Revenue received from all other electric utilities who are members of the Electric Reliability Council of Texas (ERCOT). The purchase price of $454,243.68 plus closing costs as prescribed in the Agreement are to be funded through these funding sources. BID INFORMATION Not applicable EXHIBITS 1. Location Map 2. Easement Purchase and Abandonment Agreement Respectfully submitted, Phillip Williams General Manager Electric Administration Denton Municipal Electric Prepared by, Pamela England Real Estate Specialist EXHIBIT 1 Site Map Terrano Realty Inc. Parcels P1, P2, & P3 Staff Realty Parcels P5 & P6 Spencer to Kings Row Transmission Line s: \legal \our documents \ordinances \13 \terrano realty ordinance.doc ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN EASEMENT PURCHASE AND ABANDONMENT AGREEMENT (THE "AGREEMENT "), BY AND BETWEEN THE CITY OF DENTON, TEXAS ("CITY ") AND TERRANO REALTY, INC., A TEXAS CORPORATION ( "OWNER "), CONTEMPLATING THE (I) PARTIAL ABANDONMENT BY THE CITY OF CERTAIN EASEMENTS ENCUMBERING CERTAIN LANDS LOCATED IN THE M.E.P. & P.R.R. SURVEY, ABSTRACT NO. 1475 AND THE MARY AUSTIN SURVEY, ABSTRACT NO. 4, DENTON COUNTY, TEXAS; AND (II) THE GRANT TO THE CITY OF AN ELECTRIC UTILITY AND COMMUNICATION EASEMENT, IN, ON, OVER, UNDER AND ACROSS CERTAIN LANDS LOCATED IN THE M.E.P. & P.R.R. SURVEY, ABSTRACT NO. 1475 AND THE MARY AUSTIN SURVEY, ABSTRACT. NO. 4, ALL AFFECTED LANDS BEING GENERALLY LOCATED NORTH FROM THE SPENCER ELECTRIC SUBSTATION TO MCKINNEY STREET IN THE CITY OF DENTON, TEXAS, AND ALL AS MORE PARTICULARLY DESCRIBED IN THE AGREEMENT, FOR THE PURCHASE PRICE OF FOUR HUNDRED FIFTY FOUR THOUSAND TWO HUNDRED FORTY THREE AND 68/100 DOLLARS ($454,243.68); PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council finds the abandonment of certain easements, in exchange for (i) the granting of an electric utility transmission and communication easement; and (ii) the payment of monetary consideration, as provided in the Agreement, is in the best interest of the citizens of the City of Denton; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $454,243.68, as prescribed in the Agreement; and (ii) any other documents necessary for closing the transactions contemplated by the Agreement; and (b) to make expenditures in accordance with the terms of the Agreement. SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 MARK A. BURROUGHS, MAYOR NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. EASEMENT PURCHASE AND ABANDONMENT AGREEMENT THIS EASEMENT PURCHASE AND ABANDONMENT AGREEMENT (the "Agreement "), by and between Terrano Realty, Inc., a Texas corporation ( "OWNER "), and the City of Denton, Texas ( "CITY "), is dated , 2013. WITNESSETH: WHEREAS, OWNER is the owner of certain lands located in the M.E.P. & P.R.R. Co. Survey, Abstract No. 1475 of the Mary Austin Survey, Abstract No. 4, Denton County, Texas ( "Property "), being affected by the expansion and improvement of City of Denton electric transmission and distribution facilities ( "Project "); WHEREAS, CITY is in need of certain easements in, along, over, upon, under and across a portion of the Property related to the Project; and WHEREAS, the CITY is amenable, upon the terms and conditions set forth herein, to abandon (i) that certain easement, dated on or about March 20, 1962, from Alex Dickie, Jr. and wife, Marilyn Dickie to the City of Denton, Texas, recorded in Volume 479, Page 579, Real Property Records, Denton County, Texas; and (ii) that certain easement, dated on or about March 17, 1962, from Alex Dickie, Sr., et al, to the City of Denton, Texas, recorded in Volume 479, Page 582, Real Property Records, Denton County, Texas (collectively, the "Prior Easements "), INSOFAR AND ONLY INSOFAR as the Prior Easements cover and encumber the tract of land described on Exhibit "A ", and depicted on Exhibit "B ", respectively, each attached hereto and made a part hereof for all purposes (the "Abandonment Tract "), in exchange for the granting of an electric utility transmission and communication easement (and as more particularly described below, "Electric Easement "), as more particularly set forth in this Agreement, to the CITY by OWNER; WHEREAS, OWNER and the CITY agree that the Prior Easements, INSOFAR AND ONLY INSOFAR as the Prior Easements cover and encumber the Abandonment Tract and the Electric Easement contemplated to be acquired by the CITY pursuant to the terms hereof, are not 1 of equal value and therefore, consideration, as provided in this Agreement, shall be due to OWNER at Closing; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms, conditions, abandonments, releases and conveyances associated with the conveyance of the Electric Easement and the abandonment of the Prior Easements, INSOFAR AND ONLY INSOFAR as the Prior Easements cover and encumber the Abandonment Tract. NOW, THEREFORE, for Ten and No /Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. At Closing, the OWNER shall grant, execute and deliver to the CITY, an easement in, on, over, under and across the tract of land being described in Exhibits "A -1 ", "A -2" and "A -3 ", respectively, and depicted in Exhibits "B -1 ", "B -2" and "13-3 ", respectively (the "Easement Lands ") each attached to and a part hereof, that certain Electric Utility and Communication Easement, attached hereto as Exhibit "C" and a made part hereof, for electric transmission and distribution and communication purposes, as more particularly described therein (the "Electric Easement "). The Electric Easement shall be in the form as attached hereto and incorporated herein as Exhibit "C ". 2. As consideration for the granting of the Electric Easement, the CITY shall: (a) pay to OWNER the sum of Four Hundred Fifty Four Thousand Two Hundred Forty Three Dollars and 68/100 Cents ($454,243.68) as monetary compensation for the Electric Easement (the "Total Monetary Consideration "); and (b) within the time period provided by Section 4.A., below, execute and deliver the Abandonment and Release (the "Release ") of the Prior Easements, INSOFAR AND ONLY INSOFAR as the Prior Easements cover and encumber the Abandonment Tract, to OWNER, in the form of the Release attached hereto and made a part hereof as Exhibit "D ". 3. OWNER stipulates that the Total Monetary Compensation and the execution and delivery of the Release, constitute and include all compensation due OWNER by CITY related to the Project, including without limitation, any damage to or diminution in the value of the remainder of OWNER'S property caused by, incident to, or related to the Project, any damage to and /or costs of repair, replacement or relocation for or related to improvements, turf, landscape, vegetation or any other structure or facility of any kind on the Easement Lands or other property interests of OWNER related to activities within the scope of the rights granted by the Electric Easement, whether accruing now or hereafter, and OWNER hereby releases for itself, it's successors and assigns, CITY, it's officers, employees, elected officials and agents from and against any and all claims it may have now or in the future, related to the herein described matters, events and /or damages. 2 4. The Closing (herein so called) shall occur in and through the office of Title Resources at 525 South Loop 288, Suite 125, Denton, Texas 76205 ( "Title Company "), with said Title Company acting as escrow agent, on the date which is 60 days after the Effective Date, unless the OWNER and the CITY mutually agree, in writing, to an earlier or later date ( "Closing Date "). (a) The OWNER shall execute and deliver the Electric Easement to CITY at Closing, free and clear of all debts, liens and encumbrances ( "Encumbrances "). The OWNER shall assist and support satisfaction of all closing requirements of the CITY in relation to solicitation of releases or subordinations of the Encumbrances and other curative efforts affecting the Easement Lands, if necessary in the discretion of the CITY. In the event that all Encumbrances are not cured to the satisfaction of CITY prior to Closing, such shall not be a default hereunder, although OWNER may otherwise be in default under Section 8, below. However, if the Encumbrances are not cured as provided herein, CITY has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to OWNER on or prior to Closing, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to OWNER, in which latter event OWNER and CITY shall have no further obligations under this Agreement. (b) The CITY shall pay and deliver the Total Monetary Consideration to OWNER through the Title Company. All other typical customary and standard closing costs associated with this transaction shall be paid specifically by the CITY, except for OWNER's attorney's fees, if any. 4.A. In the event Closing shall occur, the CITY shall execute and deliver to the OWNER, the Release, upon the completion and acceptance by the CITY of the installation of the electric and communication improvements contemplated by the Project on the Easement Lands. OWNER stipulates and agrees that CITY is in need of the Prior Easements, including INSOFAR as said Prior Easements cover and encumber the Abandonment Tract, until it completes the installation of the electric and communications improvements contemplated by the Project. Prior to the execution and delivery of the Release, CITY shall remove from the Abandonment Tract all existing electric and communication infrastructure. 5. The date on which this Agreement is executed by the last to sign of the parties shall be the "Effective Date" of this Agreement. 6.A. In the event OWNER shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and 3 opportunity to cure, CITY may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event CITY shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, OWNER may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to CITY; or (ii) enforce specific performance of this Agreement 7. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES, THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 8. From and after the date of execution of this Agreement by OWNER, to and including the time of Closing, OWNER shall not (i) convey or lease any interest in the Easement Lands; or (ii) enter into any agreement that will be binding upon the Easement Lands, or upon the OWNER with respect to the Easement Lands, after the Closing. 9. OWNER represents and warrants to CITY that it has taken all actions necessary to authorize the person executing this Agreement for and behalf of OWNER to bind, in all respects, OWNER to all terms and provisions of this Agreement, that such person possesses the authority to execute this Agreement and bind OWNER hereto, and that this Agreement is binding and enforceable upon OWNER in accordance with the terms hereof. 10. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. 11. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Electric Easement. 12. Any notices prescribed or allowed hereunder to OWNER or CITY shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: OWNER: Terrano Realty, Inc., a Texas corporation William W. Nicholson, Phone Telecopy Copies to: Fnr Oxvnpr. Telecopy: V.P. CITY: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349 -8951 For City: Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382 -7923 13. In the event prior to Closing, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Easement Lands, CITY may, at its election, terminate this Agreement at any time prior to Closing. 14. Authority to take any actions that are to be, or may be, taken by CITY under this Agreement, including without limitation, adjusting the Closing Date of this Agreement, are hereby delegated by CITY, pursuant to action by the City Council of Denton, Texas, to Phil Williams, General Manager - Electric Administration of City, or his designee. CITY OF DENTON, TEXAS GEORGE C. CAMPBELL, CITY MANAGER Date: 2013 E ATTEST: JENNIFER WALTERS, CITY SECRETARY M. Date: 2013 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: G �.--° Date: & , 2013 TERRANO REALTY, INC., a Texas corporation By: Name: �� (� ✓`^' y rt v Title: V ; L Date: 2013 G RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources Attn: Virginia Kubiak 525 South Loop 288 Suite #125 Denton, TX 76205 Telephone: (940) 381-1006 Telecopy: (940) 898 -0121 M. Printed Name: Title: Contract receipt date: , 2013 7 Exhibit "A" to Easement Purchase & Abandonment Agreement a ' rthur Surveying Co., Inc. • .�xcr#�sszoxeei' ..�.�x.oT Srsat`vr°yozs P.O. Box 54 — Lawiav111e, Texas 75067 OlYioe: (972) 21-1 -9439 — Fax: (972) 221 -4675 ]EXHIBIT "A" Electric Easements recorded in Volume 479, Pages 579 and 582 1,847 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.E.P. & P.R.R. Survey, Abstract Number 1475 and the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, and being a part of a tract of land described by deed to Staff Realty recorded tinder County Clerk's File Number 94 -6845, Official Public Records, Denton County, Texas (O.P,R.D,C.T.)and being all. of an Electric Easement recorded in Volume 479, Page 579, Deed Records, Denton County, Texas (D.R.D.C.T.) and a portion of an Electric Easement recorded in Volune 479, Page 582, D.R.D.C.T., and being more particularly described as follows: BEGINNING at a point for the southwest corner of a tract of land described by deed to Gary Dennis Dillard and wife, Jaymi Chris Dillard, recorded in Volume 1.188, Page 730, D.R.D.C.T., same point being the southeast comer of a tract of land described by deed to Gerard Roland Vela and Emma Lamar Vela, recorded in Volume 3225, Page 252, D.KD.C.T., same point being In a nosh line of said Staff Realty tract; THENCE South 01 degrees 28 minutes 09 seconds East, over and across said Staff Realty tract, a distance of 1091.59 feet to a point for the southeast corner of said Electric •Easement•(VoI.479, Pg. 579) and the northeast corner of said Electric Easement (Vol. 479, Pg. 582); THENCE South 00 degrees 59 minutes 10 seconds West, over and across said Staff Realty tract, a distance of 1518.44 feet to a point for comer in the north line of Municipal Utility Addition, an addition to the City of Benton, Denton County, Texas, according to the plat thereof recorded In Cabinet G, Page 346, Plat Records, Denton County, Texas; THENCE North 89 degrees 19 minutes 44 seconds West, with the north line of said Municipal Utility Addition, a distance of 10.20 feet to the northwest corner of said Municipal Utility Addition; THENCE South 04 degrees 41 minutes 23 seconds West, with the west line of said Municipal Utility Addition, a distance of 145.83 feet to a southeast corner of said Staff Realty tract and a northeast corner of a tract of land described by deed to NW Realty, recorded under County Clerk's File Number 93- 0065091, Real Property Records, Denton County, Texas; • • � ., 1 • THENCE North 89 degrees 22 minutes 31 seconds West, with a north tine of said NW Realty Tract, a distance of 10.3$ feet to a point for corner; THENCE North 00 degrees 59 minutes 10 seconds East, over and across said-Staff Realty tract, a distance of 1664.16 feet to the northwest corner of said Electric Easement (Vol. 479, Pg. 582) and the southwest cower of said Electric Easement (Vol. 479, Pg. 579); . • , .. (continued) Rcvlsed•101101.69KV Rebuild Staff Realty-exist. Bsmt. Exhibit "A" to Easement Purchase & Abandonment Agreement Arthur Surveying Co., Inc. P.O. Boa 54 — Lewisville, 'Texas 75067 Office: (972) 2$1 -9439 Fax; (972) 221 -4675 TIJENCE North 01 degrees 28 minutes 15 seconds West, over and across said Staff Realty tract, a distance of 1090.71 feet to the northwest corner of said Electrio Easement (Vol. 479, Pg. 579), same point being in the south line of said Vela tract and the north line of said Staff Realty tract; THENCE North 89 degrees 27 minutes 42 seconds Lust, with the north line of said Staff Realty tract and the south 1uie of said Vela tract, a distance of 30.00 feat to,the POINT OF 3EG) NOTING and containing 1.847 acres of land, more or less. -� ILI Revised- 1 Oil 01-69KV Rebuild Staff [fealty-exist Bsmt to Exhibit "B" to Easement Purchase & Abandonment Agreement Gerard Roland Vela & Mot Mon, Gory Dennis Dillard & `� Emma Lamar Velo Found wife Jayml Chris Dillard Volume 3225, Page 252 (C,M.) j� Vol. 1188, Pg. 730 N8902742T /� N01'18'53 "E Joan Cohogen, Trustee of 676,Bt' i N89'2T4?"E' The Joan Cohagen Living Trust 30,00 218.49 R.t Instrument No. 2005 -89429 -- � - f C.M.) _T —n - Q. . _ _-.._ - __..___ � __y_..01" Iron Plpe 0,751 Acre Faun 30' E00(do Easement Volume. 18 aq;. �r.1.— Op I '1p, The Juanita M. Ellis Revocable Living Trust Instrument No. 2006 -57509 0. N I 0 !k x o O• 300 0 l50 300 600 I I ' po SCALE: 111-3001 1� Hearings shown hereon are based County Staff Realty e L on the City of Denton GIS network. No. 94 -6845 I I I TRY, « tit" Iron Rod Pound Y # Survey ima Abstract l t ot Lions Lk 0 F (approximate location) Proposed "75'" Eleatrld Cr �d Easement - 4.499 Acres e` r I...,,, I ��•i � p`� o Staff eds- Co n Y File "c 9 -685 EX�IB ITt t t : o �0* �I Electric Easements � I Recorded in Volume 41 �6 + �e� 4'79, Pages 5'79 & 582 1.847 Acres in the. G,� M.R.P:...&'- RR R. Survey, Abstract No. 1475 & �,✓' ��' Mary Austin Survey, p19ti A%r Port/on of + Abstract No. 4 l3'0 Eleetrta Easement f City f Denton Volume 479, Page 582 y s t4'7 ., �.:.,..., .. 48yp19'44 "W .. 'Denton-, County, Texas N89a22'31 "W' 10.38' ,I iloipol Utility Additlo ib /net G, Page 346 � i°41'23 "W 145.83' — 2013-- rthur Surveying Co., Inc, Prnfessioual Laud Stu veyoxs P.O-Box 84 - Lewisville, Texas 78067 Office., (972) 22L -9439 Faxt (972) 221 -4076 Estatblished 1986 EXHIBIT "C" TO EASEMENT PURCHASE AND ABANDONMENT AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY AND COMMUNICATION EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, Terrano Realty, Inc., a Texas corporation (the "GRANTOR "), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ( "GRANTEE ") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, exclusive and unobstructed easements and rights of way (collectively, the "EASEMENT ") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and /or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES "), in, on, over, under and across that certain real property situated in the M.E.P. & P.R.R. Co. Survey, Abstract No. 1475 and the Mary Austin Survey, Abstract No. 4, Denton County, Texas, being approximately 7.061 acres and being more particularly described in Exhibit "A -1 ", Exhibit "A -2" and Exhibit "A -3 ", respectively and depicted in Exhibit "B -1", Exhibit "13-2" and Exhibit "13-3 ", respectively, each attached hereto and incorporated into and made a part of this document by reference (the "EASEMENT PROPERTY "). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of, and right to, construct, maintain, operate, improve, reconstruct, increase or reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant, including access over, across and upon the EASEMENT PROPERTY. GRANTEE shall have the right to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and /or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTOR, for itself, its successors and assigns, subject to the terms herein, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRAN'TEE'S full enjoyment of the EASEMENT and /or the exercise of GRANTEE's rights hereunder. GRANTOR acknowledges the EASEMENT granted herein is exclusive, so as to exclude all other utility providers or any other party's use of the EASEMENT PROPERTY; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to use the EASEMENT PROPERTY in accordance with the terms hereof. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require 2 GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove trees as provided herein, together with the right to install gates in existing fences within such EASEMENT PROPERTY. GRANTOR represents and warrants to GRANTEE that as of the execution date hereof, no buildings, structures, signs, obstructions or other facilities or improvements of any kind ( "UNPERMITTED STRUCTURES ") exist on the EASEMENT PROPERTY. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of, UNPERMITTED STRUCTURES on the EASEMENT PROPER'T'Y and if any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. The EASEMENT, and all covenants and provisions hereof, shall constitute covenants running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their respective successors, and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any pant hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF as the _ day of )2013. C GRANTOR: Terrano Realty, Inc., a Texas corporation By: Name: Title: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , 2013, by , of Terrano Realty, Inc., a Texas corporation, on behalf of said corporation. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901 -A Texas Street, 2nd Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of Texas My commission expires: 4 EXHIBIT "A-l" to Electric Utility & Communication Easement Arthur Surveying Co., Inc. .�'xcy�c?ss�'ox7ts..t' ,�.�,xzd .SY.xx-arcy'csxs P.O. Box 54 Lewisville, Texas 75067 Office: (972) 221 -9439 • Fax: (972) 221 -4675 EXHIBIT "A" V ELECTRIC EASEMENT 4,499 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.B.P. & P.R.R. Survey, Abstract Number 1475 and the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, and being a part of a tract of land described by deed to Staff Realty recorded tinder County Cleric's File Number 94 -6845, Official Public Records, Denton County, Texas (O.P.R.D.C.T.) and being more particularly described as follows; BEGINNING at a 1/2 inch iron rod found for a northeast corner of said Staff Realty tract and the southeast corner of a tract of land described by deed to Gary Dennis Dillard and wife, Jaymi Chris Dillard, recorded in Volume 1188, Page 730 of the Deed Records, Denton County, Texas (D.R.D.C.T.), same point being in the west line of a tract of land described by deed to Joan Cohagen, Trustee of the Joan Cohagen Living Trust, recorded under Instrument Number 2005 - 69429, Official Public Records, Denton County, Texas (O.P.R.D.C.T.); THENCE South 01 degrees 16 minutes 53 seconds West, partially with the west line of said Cohagen tract, and with the west line of a tract of land described by deed to The Juanita M. Ellis Revocable Living Trust, recorded under Instrument Number 2006 - 57509, O.P.R.D.C.T, continuing over and across said Staff Realty tract for a total distance of 2,614.01 fe6t to a point for corner on a south line of said Staff Realty tract and the north line of the Municipal Utility Addition, an addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet G, Pago 346, Plat Records, Denton County, Texas; THE North 89 degrees 19 minutes 44 seconds West, with the north line of said Municipal Utility Addition and a south line of said Staff Realty tract for a distance of 75.00 feet to a point for corner; THENCE North 01 degrees 16 minutes 53 seconds East, over and across said Staff Realty tract for a distance of 2,612.42 feet to a point for corner on the south line of said Dillard tract and a north line of said Staff Realty tract; THENCE North 89 degrees 27 minutes 42 seconds East, with the south line of said Dillard tract and a north line of said Staff Realty tract for a distance of 75.04 feet to the POINT OF BEGINNING and containing 4.499 acres of land, more or less. Revised- 101 101.69KV Rebuild Staff Realty EXHIBIT "B -1" to Electric Utility & Communication Easement Gerard Roland Vela & TxDot Mon. Emma Lamar Vela Foun (C.M. ? Joan Cohagen, Trustee of Volume 3225, Page 252 , N01'16'53 "E The Joan Cohagen Living Trust tR.F. ' 676.81' Instrument No, 2005 -69429 �'M') P.O.D. -- --Q 1" Iron P1pe Found Gary Dennis {{�� lard & of 89'27'42 "E wife, Ja ! Ci' Dl0 75 04' Vol. 188, ffP� 730 II 1 1 30' Electric Easement Volume 479, Page 579 (tj be abandoned) 5 Staff Realty County clerk's File No. 9 -6845 goo r I, I The Juanita M. Ellis Revocable Living Trust Instrument No. 2006 -57509 I I. 1 I0. V IN O N i II N I ^� It to I ti Staff Realty O �e , O I 10 County Clerk's File No. 94 -6845 ° 1� �° ► i Se 0-rIl- r5' Electric Eusez ent 4.499 Acre I � A 0 ° A c'� 30' Electric Easement +��a Voluo he me 479, Page 582 I a (t abandoned) `- N897 4 "W 93. SO4'41'23" M 1 145.83 1 51,8" N8919'44 "W 75.00' Municipal Utility Addition Cabinet G, Page 346 N 0 ISO 300 600 SCALE; 111=3001 Bearings shown hereon are based on the City of Denton GIs network. I,RY. =1/2" Iron Rod Pound Survey Abstraet Lines (approximate location) EXHIB IT- -1-1 Rf-'- 75' Electric Easement 4.499 Acres in the M.E.P. & P.R.R. Survey, Abstract No. 1475 & Mary Austin Survey, Abstract No. 4 City of Denton, Denton County, Texas -- 2011 -- rthur Surveying Co, Inc. Pz+oFessional Land Surveyors P.O.Box 64 — Lewisville, Texas 76067 Office: (972) 221 -9439 Fax: (972) 221 -4675 Estatblished 1986 EXHIBIT "A -2" to Electric Utility & Communication Easement rthur Surveying Co., Inc. .B°xofessxoxa�.�Y �.ax�d Suxveyoxs P.O. Box 54 — Lewisville, Texas 75067 Office: (972) 221 -9439 — Fax: (972) 221 -4675 EXHIBIT "A" VARIABLE WIDTH ELECTRIC EASEMENT 0,223 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, and being part of Lot 1, Block 1 of Municipal Utility Addition, an addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet G, Page 346, Plat Records, Denton County, Texas, and being part of that certain tract of land described by deed to Terrano Realty recorded under County Clerk's File No, 96- 10141, Official Public Records, Denton County, Texas (O.RR.D.C.T.) and being more particularly described as follows: COMMENCING at a 60D nail found for the southwest corner of said Terrano tract, same point being the southeast corner of a tract of land described by deed to NW Realty recorded under County Clerk's File Number 93 -65091 O.P.R.D.C,T,, same point being in the north line of Lot 2, Block 2 of Municipal Utility Addition, an addition to the City of Denton, Denton County, Texas, uccording to the Plat thereof recorded under Document Number 2009 -139, Plat Records, Denton County, Texas; THENCE North 03 degrees 03 minutes 59 seconds East, with the east line of said NW Realty tract and the west line of said Municipal Utility Addition (Cab, G, Pg. 346) for a distance of 1547.47 feet to the POINT OF BEGINNING, same point being in the north right of way line of Shady Oaks Boulevard; THENCE North 03 degrees 03 minutes 59 seconds East, with the cast line of said NW Realty tract and the west line of said Municipal Utility Addition (Cab. G, Pg. 346) for a distance of 23.14 feet to 5/8 inch iron rod found for the northeast corner of said NW Realty tract, same point being the southeast corner of a tract of land described by deed to Staff Realty recorded under County Clerk's File Number 94 -6845 O,P,R.D,C.T.; THENCE North 04 degrees 41 minutes 23 seconds East, with the east line of said Staff Realty tract and the west 1uie of said Municipal Utility Addition (Cab. G, Pg, 346) for a distance of 35.56 feet to a point in the west line of said Lot 1, Block 1 of said Municipal Utility Addition (Cab. G, Pg, 346), same point being the southwest corner of a Drainage and Utility Easement tract as shown on record plat of said Municipal Utility Addition (Cab. G, Pg. 346); THENCE South 89 degrees 19 minutes 44 seconds East, with the north line of said Lot 1, Block 1, and the south line of said Easement tract, for a distance of 149.37 feet to a point for corner; THENCE South 54 degrees 48 minutes 48 seconds East, with the north line of said Lot 1, Block 1 and the south line of said Easment tract, for a distance of 30.80 feet to a point for corner; THENCE South 01 degres 16 minutes 53 seconds West, over and across said Terrano tract for a distance of 42.23 feet to a point for corner in the north right of way line of Shady Oaks Boulevard, same point being the beginning of a non - tangent curve to the left, whose radius is 905.00 feet; THENCE with said curve to the left and with the north right of way line of Shady Oaks Boulevard, having a central angle of 11 degrees 16 minutes 20 seconds, whose chord bears North 88 degrees 58 minutes 42 seconds West for a distance of 177.76 feet, an arc length of 178.05 feet to the POINT OF BEGINNING and containing 0,223 acre of land, more or less. r 101101 -69KV Rebuild Terrano -2 EXHIBIT "B -2" to Electric Utility & Communication Easement ' City of Denton Drainage and Utility Staff Realty Easement per County Clerk's i Municipal Utility Addition File No. 94 --6845 j Cabinet G, Page 346 : S8919'44 "E 149.37' o , 35,56 i Variable Width _ 568" .Llectrte Easement F, 0.223Acre I S01 '16'53"W NO3'03'59 "E �c'M') I 42.23' 23.14' R =905, 00' P. 0. B, L= 178.05 ' ` y i D =11 16 20 Ch d. = N88'58'42 "W NW Realty 177.76' County Clerks File i No, 93 -65091 t Terrano Realty County Clerk's SHADY OAKS File No. 96 -10141 SHADY OAKS i BOULEVARD Part of Lot 1, Block 1 1 (190'ROW) Municipal Utility Addition BO ULEVARD Cabinet G, Page 346 (Variable Width ROW) : R i �9 'if _E1af NW Realty County Clerk's File No. 93 -65091 Terrano Realty = P.O. C. t County Clerk's 60D Noll File No. 96 -10141 Found Part of Lot 1, Block 1 (C.M.) Municipal Utility Addition Cabinet G, Page 346 r1 ,1111 Bearings shown hereon are based on the City of Denton GIS network. EXHIBIT111311 59 9 25 59 loo Variable Width SCALE: V-50' Electric Easement 0.223 Acre in the rthur Surveying Co., Inc. Mary Austin Survey, Apro Land Stuzveyo" Abstract No. 4 in the P.O.Box 64 — Lewisville, Texas 76067 City Dorf Denton, Offioe: (972) 221 -9439 Fax: (972) 221 -4876 Denton County, Texas Bstatblished 1986 --2010-- EXHIBIT "A -3" to Electric Utility & Coin munication Easement rthur Surveying Co., Inc. .Pxotessio"al! Zaxxd Suxveyaxs P.O. Box 54 --- Lewisville, Texas 75067 Office: (97,2) 2219439 — Fax: (972) 221 -4675 EXHIBIT "A" 75' ELECTRIC EASEMENT 2,339 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, and being pant of Lot 1, Block 1 and part of Lot 1, Block 2 of Municipal Utility Addition, an addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet G, Page 346, Plat Records, Denton County, 'Texas, and being part of that certain tract of land described by deed to Terrano Realty recorded under County Clerk's File No. 96- 10141, Official Public Records, Denton County, Texas (O.P.R.D.C.T.) and being more particularly described as follows: BEGINNING at a 60D nail found for the southwest corner of said Terrano tract, same point being the southeast corner of a tract of land described by deed to NW Realty recorded under County Clerk's File Number 93 -65091 O.P.R.D.C.T., some point being in the north line of Lot 2, Block 2 of Municipal Utility Addition, an addition to the City of Denton, Denton.County, Texas, according to the Plat thereof recorded under Document Number 2009 -139, Plat Records, Denton County, Texas; TIM NCE North 03 degrees 03 minutes 59 seconds Last, with the east line of said NW Realty tact and the west line of said Municipal Utility Addition (Cab, G, Pg. 346) fbi a distance of 1,355.28 feet to a point for corner in the south right of way line of Shady Oaks Boulevard, same point being the beginning of a curve to the right, whose radius is 715.00 feet; THENCE with said curve to the right and with south right of way line of Shady Oaks Boulevard, having a central angle of 06 degrees 03 minutes 16 seconds, whose chord bears North 86 degrees 21 minutes 15 seconds Lust for a distance of 75.52 feet, an are length of 75.55 feet to a point for corner; THENCE South 03 degrees 03 mhiutes 59. seconds West, for a distance of 1,360.72 feet to a point for corner in the south line of said Terrano tract and the north line of said Municipal Utility Addition (Doc. No. 2009 -139); THENCE North 89 degrees 31 minutes 00 seconds West, with the south line of said Terrano tact and the north line of said Municipal Utility Addition (Doc. No. 2009 -139) for a distance of 75.08 feet to the POINT OF BEGINNING and containing 2.339 acres of land, more or less. Revised- 101101 -69KV Rebuild Ternno -1 EXHIBIT "B -3" to Electric Utility & Communication Easement Staff Realty County Clerk's File ,,, -T No. 94 --8845 •� F„�.s � • orb � se`s, . y ,,� NW Realty County Clerk's File k� a AT b'vi� e % - No. 93 IJHtiJJ �rii1►7 - -6549 i `1 Ito � Olt: I a Pi 47.5 0 b0. ( w N' Oc I 4.ObCf � 4C I � pb'tb o u N � a 'n d+ q H b � I „• • � ,.N O 3 O I S87 91.19''E ai •i-1 48 0 N b L J �N '� �^ n 45 A - GIN 'C 5 Exhibit "D" to Easement Purchase and Abandonment Agreement NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ABANDONMENT AND RELEASE THE STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: WHEREAS, Terrano Realty, Inc., a Texas corporation ( "Owner "), is the owner of certain lands located in the M.E.P. & P.R.R. Co. Survey, Abstract No. 1475 of the Mary Austin Survey, Abstract No. 4, Denton County, Texas (the "Property "); WHEREAS, the Property is encumbered by (i) an easement, dated on or about March 20, 1962 from Alex Dickie, Jr. and wife, Marilyn Dickie to the City of Denton, Texas, recorded in Volume 479, Page 579, Real Property Records, Denton County, Texas; and (ii) an easement, dated on or about March 17, 1962 from Alex Dickie, Sr., et al, to the City of Denton, Texas, recorded in Volume 479, Page 582, Real Property Records, Denton County, Texas (the "Prior Easements "); WHEREAS, pursuant to that certain Easement Purchase & Abandonment Agreement, dated on or about , 2013, City of Denton Ordinance No. 2013 the Denton City Council authorized the City Manager, or his designee, to enter into this Abandonment and 1 Release for the express purpose of partially releasing the Prior Easements, said partial release releasing the Prior Easements, INSOFAR AND ONLY INSOFAR as the Prior Easements cover and include those lands described on Exhibit "A ", and depicted on Exhibit "B ", respectively, each attached hereto and made a part hereof (the "Abandonment Tract "); WHEREAS, the Prior Easements, INSOFAR as said Prior Easements cover, encumber or include lands other than the Abandonment Tract, shall remain valid and subsisting, and in full force and effect in accordance with the terms thereto. NOW, THEREFORE, for and in consideration of the sum of Ten and no /100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby stipulated, the City of Denton, Texas ( "City ") does by these presents, abandon and release unto Owner, its successors and assigns, all of its right, to the Prior Easements, INSOFAR AND ONLY INSOFAR as said Prior Easements cover or encumber the Abandonment Tract. Notwithstanding anything to the contrary contained herein, the City hereby expressly saves, excepts, retains and reserves (i) any and all easements, rights and interests granted to, or owned or claimed by, the City, by, through or under the Prior Easements, insofar as said Prior Easements cover and encumber any and all lands other than the Abandonment Tract; and (ii) any and all easements, rights of way and any other rights or interests, other than the Prior Easements, whether acquired, obtained, owned or claimed by the City or public, by through or under conveyance, dedication by plat or other express dedication, implied dedication, prescription, or by any other manner or means, in or to lands in which the Prior Easements may cover, encumber, include, cross or overlap. Executed this day of , 2013. 2 CITY OF DENTON, TEXAS By: GEORGE C. CAMPBELL, CITY MANAGER Date: , 2013 ATTEST: JENNIFER WALTERS, CITY SECRETARY C, Date: 2013 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY :_ Date: Way-ow TERRANO REALTY, INC., a Texas corporation By: _ Name: Title: Date: 2013 2013 ACKNOWLEDGMENT STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the day of , 2013 by George C. Campbell, City Manager, City of Denton, Texas, on behalf of said City. Notary Public, in and for the State of Texas My Commission expires: ACKNOWLEDGMENT STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the day of , 2013 by of Terrano Realty, Inc., a Texas corporation, on behalf of said corporation. Notary Public, in and for the State of Texas My Commission expires: 4 EXHIBIT "A" to Abandonment & Release v ' rthur Surveying Co., Inc. P.O. Box 54 — Lowisvitlo, T.oxas 75067 Oil-toe: (972) 221 -9439 — Fax: (972) 221 -4675 (EXHIBIT "A" Electric Easements recorded in Volume 479, rages 579 and 582 1.847 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.B.P. & P.R.R. Survey, Abstract Number 1475 and the Mary Austin Survey, Abstract Number 4, City of Denton, Denton County, Texas, and being apart of a tract of land described by deed to Staff Realty recorded under County Clerk's File Number 94 -6845, Official Public Records, Denton County, Texas (O.P.R.D.C.T.)and being all of an Electric Easement recorded in Volume 479, Page 579, Deed Records, Denton County, Texas (D.R.D.C.T.) and a portion of an Electric Easement recorded in Volune 479, Page 582, D.R.D.C.T,, and being more particularly described as follows: BEGINNING at a point for the southwest corner of a tract of land described by deed to Gary Dennis Dillard and wife, Jaymi Chris Dillard, recorded in Volume 1188, Page 730, D.R ;b.C.T., same point being the southeast corner of a tract of land described by deed to Gerard Roland Vela and Emma Lamar Vela, recorded in Volume 3225, Page 252, D.R.D.C.T., same point being in a north line of said Staff Realty tract; THENCE South 01 degrees 28 minutes 09 seconds East, over and across said Staff Realty tract, a distance of 1091,59 feet to a point for the southeast corner of said Electric •Easenient(Vol. 479, Pg. 579) and the northeast corner of said Electric Easement (Vol. 479, Pg. 582); THENCE South 00 degrees 59 minutes 10 seconds West, over and across sold Staff Realty tract, a distance of 1519.44 feet to a point for comer in the north line of Municipal tltilfty Addition, an addition to the City of Denton, Denton County, 'Texas, according to the plat thereof recorded in Cabinet G, Page 346,• Plat Records, Denton County, Texas; THENCE North 89 degrees 19 minutes 44 seconds West, with the north line of said Municipal Utility Addition, a distance of 10.20 feet to the northwest corner of said Municipal Utility Addition; THENCE South 04 degrees 41 minutes 23 seconds West, with the west line of said Municipal Utility Addition, a distance of 145.83 feet to a southeast corner of said Staff Realty tract and a northeast corner of a tract of land described by deed to NW Realty, recorded under County Clerk's File Number 93- 0065091, Real Property Records, Denton County, Texas; • ' •' ^ ' THENCE North 89 degrees 22 minutes 31 seconds West, with a north line of said NW Realty Tract, a distance of 10,3$ feet to a point for comer; THENCE North 00 degrees 59 minutes 10 seconds East, over and across said Staff Realty tract, a distance of 1664.16 feet to the northwest corner of said Electric Easement (Vol. 479, Pg. 582) and the southwest corner of said Electric Basement (Vol. 479, Pg. 579); (continued) Revised-] 01101.69KV Rebuild Staff Realty-exist Lsmt• EXHIBIT "A" to Abandonment & Release rthur Surveying Co., Inc. .�'x�fesszorz�.P ��� Sasx-v�yr.�z -s P.O. Box 54 w Lewlsville, Texas 75067 Offitce: (972) 221 -9439 ' — Fax: (972) 221 -4675 THENCE North 01 degrees 28 minutes 15 seconds West, over and across said Staff Realty tract, a distance of 1090.71 feet to the northwest corner of said Electrio Easement (Vol. 479, Pg. 579), same point being in the south line of said Vela-tract and the north line of said Staff Realty tract; THENCE North 89 degrees 27 minutes 42 seconds East, with the north line of said Staff Realty tract and the south line.ofsaid Vela tract, a distance of 30.00 feet to.the POINT OF BEG ING and containing 1.847 acres of land, more or less. ^` ..JOH,M. . . N ........ Q�� \41 eu Rev1sed - 101101 -69KV Robuild Staff Realty -"Ist. Ssmt EXHIBIT "B" to Abandonment & Release Gerard Roland Vela & *Wot Mon, Gary Dennis Dillard & Emma Lamar Velo Foun wife Jaym/ Chris Dillord Volume 3225, Page 252 1 (C.M Vol, 1188, Pg. 730 N89o27'42T i N0176'53 "E Joan Coha en, Trustee of � N89-27'42"e, 676.81' The Joan Co agen Living Trust 30,00' 1.AF. Instrument No. 2005 -69429 10,75 1 " Iron Pipe Acre Foun 30' Elect 0 Easement Volume, 479, Pa Mg 57.9.. (3$7it3 . I I O I I `n + I , The Juanita M. Ellis Revocable Living Trust �1 _ �t%,� ► Instrument No. 2006 -57509 i G y �O' 300 0 150 300 600 01 �'� Staff Realty I I I I County �Slerk's File No. 9 —6845 SCALE: I"=300' Bearings shown hereon are based on the City of Denton MS network. I,R.F. =1/211 Iron Rod Found -Survey Abstract Lines (approximate location) ,fib �3!►5 �v�.. / ( , EXHIBIT "B" I .electric Easements Recorded in Volume I)L e1 x'79, Pages 579 & 582 L,4-r;:4 8 ,9ti Acre PorfIon it! f I E/eotNa Easem I Volume 479, Page r47,7W x.•.).,...,,89 19'44 "W .0,20' ' I Muhl to' al utility Additlo ab /net G, Page 346 .N89022'31 "W I SO404123 "W 10.38' \ 1 .5 /R" 145.83' 1,847 Acres in the *-, P.R.R. ,Survey, Abstract No. 1475 & Mary Austin Survey, Abstract No. 4 City of Denton, Denton County; Texas — 2013-- rthur Surveying Co., Inc. Pnofesslonel Laud '"rveyo" P.O.Box 64 — Lewisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 --4675 Estatblished 1986 Proposed•"75 " °E1ec1r16 Easement - 4.499 Acres Staff Reolty ,40 County Clerk's File No. 94 -6845 SCALE: I"=300' Bearings shown hereon are based on the City of Denton MS network. I,R.F. =1/211 Iron Rod Found -Survey Abstract Lines (approximate location) ,fib �3!►5 �v�.. / ( , EXHIBIT "B" I .electric Easements Recorded in Volume I)L e1 x'79, Pages 579 & 582 L,4-r;:4 8 ,9ti Acre PorfIon it! f I E/eotNa Easem I Volume 479, Page r47,7W x.•.).,...,,89 19'44 "W .0,20' ' I Muhl to' al utility Additlo ab /net G, Page 346 .N89022'31 "W I SO404123 "W 10.38' \ 1 .5 /R" 145.83' 1,847 Acres in the *-, P.R.R. ,Survey, Abstract No. 1475 & Mary Austin Survey, Abstract No. 4 City of Denton, Denton County; Texas — 2013-- rthur Surveying Co., Inc. Pnofesslonel Laud '"rveyo" P.O.Box 64 — Lewisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 --4675 Estatblished 1986 C ill "YseIfYV A eIfAa P CITY OF DENTON CITY COUNCIL MINUTES October 1, 2013 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, October 1, 2013 at 3:00 p.m. in the Council Work Session Room. PRESENT: Mayor Burroughs, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins ABSENT: Mayor Pro Tem Kamp 1. Citizen Comments on Consent Agenda Items There were no citizen comments on Consent Agenda items. 2. Requests for clarification of agenda items listed on the agenda for October 1, 2013. Council Member Gregory asked about the current status of Consent Agenda Item G and how far along was the project. He also questioned if there would be any additional change orders. Jim Coulter, General Manager- Wastewater, stated that the project was 70% complete. On a retrofit, staff did the best to determine underground conditions but there were pipe conditions with this project and a need to take care of the problem. Mayor Pro Tem Kamp arrived at the meeting. 3. Receive a report, hold a discussion, and give staff direction regarding a proposed Hotel and Convention Center project. Jon Fortune, Assistant City Manager, stated that there was new information regarding the project. He reviewed the background information concerning the project and the details of the project. He noted that his presentation at this meeting would center on the Development Steps. The Development Steps included (1) hire an architect and constriction manager through a contract with OHM, (2) initiate project design to obtain design development drawings, (3) implement creation of a TIRZ and determine level of participation from other governmental entities, (4) solicit constriction proposals for a guaranteed maximum price, (5) evaluate constriction proposals and award guaranteed maximum price contract, (6) finalize contraction budget, (7) feasibility period ends and participants determine whether to continue, (8) City initiates process for the sale of bonds, (9) bond closing and fund become available, (10) with funding available, design was completed, (11) City hires a project manager, (12) complete TIRZ creation, (13) begin hotel /convention center marketing, (14) begin constriction, and (15) open hotel /convention center. A review of what happened in the first two years after selling the debt was presented. Fortune reviewed an example of a proforma with level debt. Assumptions associated with the proforma with level debt was that property tax was based on hotel income at 85% taxable, sales tax was based on food and beverage sales from the hotel and restaurant, and the debt service was estimated based on a 6% taxable issue. The proforma probably would not coincide with the City of Denton City Council Minutes October 1, 2013 Page 2 City's fiscal year as there would probably be a mid -year opening and the figures for the proforma would change. An example of a proforma with a graduated debt was also presented. Council Member Roden stated that in the upcoming weeks he would like to have the Convention and Visitors Bureau experts look at and see what they would project for an occupancy rate. He would also like to see a worst case scenario in terms of occupancy rate so Council would know what might be happening in that case. Council discussed the two scenarios. Fortune presented figures for a proforma with level development. Council discussed the various scenarios in terms of occupancy rate, money applied to debt payment, levels during the feasibility stage, and a scenario if O'Reilly was no longer a partner in the project, Item 6 was considered. 6. Presentation by Kimberly Sims, Public Information Manager for the I35 Express regarding the project and information on how to stay connected to the project. Ms. Sims presented an update on the 3 5Express project. The project was a design -build project which allowed a cost efficient and quicker project. The project went from Highway 380 to I -635 and included general purpose lanes, frontage roads and managed lanes and should be completed in early 2017. Managed lanes were tolled lanes with variable pricing and would be reversible. Mayor Burroughs stated that there would be no managed lanes in Denton. Sims stated that was correct and that the managed lanes would stop in Corinth. The middle segment was from FM 2181 to the President George Bush Turnpike. It would have some managed lanes with three lanes in each direction. Work on a new southbound frontage road would start mid- October. A new southbound Lewisville bridge would be built. Mayor Pro Tem Kamp stated that there would be pedestrian lanes both on the new and old bridge. Sims continued that the north segment was from US 380 to FM 2181. It would transition from two lanes to three lanes. There would be new bridges, and a rehab and expansion of the bridges at Mayhill, US 288, US 77, McCormick and Bonnie Brae. Early work included rehab and expansion of the bridges at Bonnie Brae and drainage and culvert work near US 77. Next steps included right -of -way acquisition and early design. There was a new website available for outreach and constriction plans. Citizens could sign up for a newsletter. There was also a hotline and a project email address. External communications task force community meetings and business owner task force meetings would be held. Mayor Pro Tem Kamp stated that she would like a copy of the update plans. A link should be added to the City's website with this information for citizens. Item 7 was considered. City of Denton City Council Minutes October 1, 2013 Page 3 7. Receive a presentation from Freese & Nichols regarding program management, project management, civil engineering, land permitting, and land acquisition services to assist with the DME CIP. Discuss and give staff direction regarding Freese and Nichols providing services to assist with DME CIP. Phil Williams, General Manager - DME, stated that steady growth and aging infrastructure combined to cause a need now for a large investment to upgrade Denton's electric utility transmission and distribution system. The proposed project included $257 million for transmission lines and substations. Seventeen new substations would need to be designed, built, tested and included 17 public involvement neighborhood meetings. The transmission line portion of the project included I I line sections and 30 miles of lines to build or upgrade plus design built and test. The substations would need 140 acres of land to buy and 65 tracts to transact while the transmission line portion of the project would need 235 tracts of right -of -way to acquire. There were 25 elements for each project. A review of the previous consulting contracts for elements of the project was presented. Consultants were needed for their special expertise, for additional short term resources, would not cost more than employees and consultants benefited from economies of scale. The economies of scale included (1) pay for hours used, (2) high level of expertise available on part -time cost basis, (3) costs were spread over many clients, (4) a team of 15 experts but full -time equivalent of only 5, (5) skills change as the project progresses from land to permitting to constriction, and (6) utilities were not conducive to changing employees often and quickly. The Freese and Nichols services portion of the agreement were presented. Council Member Roden asked about the cost and time elements. He questioned if the projects were done in- house, what would be the cost and time. Williams stated that the cost would be the same as having full -time employees. The time would be extended in order to ramp up to find the talent with the specialists and probably would double the project time. Mayor Pro Tem Kamp stated that some of the funding would be spent anyway whether done in- house or with a consultant. Williams stated that it would be about 6% of the amount for consultant work. Kendall King, Freese and Nichols, reviewed DME's challenge, the approach for the project, related experience, project management tools and the project team. The goal was to complete all projects within 5 years and the planning portion within 3 years. At the program peak there would be 15 -18 concurrent projects. There would be four main areas of the project: (1) route /site selection, (2) project design, (3) the constriction phase, and (4) right -of -way /land acquisition. He detailed the project manager duties and how some of the projects would be shifted off the project manager duties and put on Freese and Nichols. Freese and Nichols would support DME through (1) program management, (2) project management assistance, (3) right -of -way acquisition, (4) DRC/SUP process support, (5) project controls, (6) GIS database administration, (7) constriction phase assistance & inspection, and (8) engineering support as needed. Project management assistance would include day -to -day management of the project team, meetings, the preparation and maintenance of project schedules /budgets, preparation of project status reports, preparation and maintenance of critical actions items list, the coordination of right -of -way City of Denton City Council Minutes October 1, 2013 Page 4 efforts, right -of -way scheduling considerations, compliance with the requirements of SB 18 and the maintenance of a right -of -way GIS database. Council Member Roden asked how the public involvement portion would be coordinated with Freese and Nichols to make sure all the bases were covered. Williams stated that Freese and Nichols would help coordinate those projects. They would not replace the public involvement process but rather coordinate it with all of the entities. King continued with project controls that included scheduling, cost control, and planning. The constriction phase would include bid phase assistance, constriction contract administration, and constriction management. Item 4 was considered. 4. Receive a report, hold a discussion, and give staff direction regarding a policy for valet parking. Jim Coulter, Manager for Water /Wastewater, presented the update on a proposed valet parking ordinance. The City had received a request from the owner of Queenies for valet parking. Staff worked through some initial issues and currently Queenies was operating under the following criteria: (1) a valet stand may be placed on the sidewalk facing the public parking spaces, (2) valet service may utilize one or two public parking spaces if spaces were open, (3) valet service may politely ask a citizen if they would move their vehicle to accommodate valet, and (4) the valet service could not require a citizen to move their vehicle and may not block pubic parking spaces. Other businesses indicated that they might want to provide this service. Staff was continuing to work on a draft valet parking ordinance and to simplify the ordinance to better align it with the existing issue. Staff recommended continuing with the temporary permitting process until a valet parking ordinance was finalized. Council Member Roden questioned if the temporary permit process involved payment at this time. Coulter stated that staff time was involved but currently there was no charge for the spaces. Council Member Roden asked about a recommendation for a fee during the temporary process. Coulter stated staff was also considering a requirement for an agreement with some private parking area for a leased space so there would be a place to take the cars and not put them in a public parking area. Mayor Burroughs questioned the sample ordinance language regarding the number of spaces. Coulter stated that the need was for enough spaces for parallel parking to off load the vehicles. City Manager Campbell stated that an establishment would have to have a minimum of 2 spaces and may need more. City of Denton City Council Minutes October 1, 2013 Page 5 Council Member Gregory stated that he would hate to require 2 spaces if the situation did not need it. For example, the case of a driveway next to a space or next to a fire hydrant. Two spaces in that situation would not be necessary. He suggested striking that language due to some circumstances. Mayor Burroughs suggested having the Director determine, for safety reasons, the number of spaces needed. Council Member Roden asked if proof of insurance would be a requirement. Coulter stated that currently it was not a requirement. Council Member Roden questioned if there was a distinction between a permit and an ordinance in terms of long term versus short term. Aimee Bissett, Director of Economic Development, stated that right now there was a temporary arrangement but that was not a permit at this time. The current process was an informal process. The establishment was using a valet company that was insured. Coulter stated that Queenies was operating under the temporary process. To date, no one had requested to do the service. Council Member King felt that a permit process sounded like someone would have a right to use those spaces for valet. He stated the City did not guarantee that there was no risk for parking. He suggested putting limits of insurance in the process. 5. Receive a report, hold a discussion, and give staff direction regarding a ban on wireless communication use while operating a motor vehicle in the City of Denton. Jim Coulter, Director of Water /Wastewater, presented the information on the proposal. Staff was seeking direction from Council on whether to proceed with a proposed ban on wireless communication use while operating a motor vehicle in the city. The concern originated from the Traffic Safety Commission. The issue was first presented to the Traffic Safety Commission in September 2012. At that meeting, staff recommended waiting on the State legislative session to see if they would produce a state -wide standard which the Commission agreed to do. The session did not pass a state -wide ban so staff was bringing forward a recommended ordinance from the Traffic Safety Commission. The ordinance included a ban on handheld devices including texting. The recommendation was if a ban was going to be in place that it be a full ban because of the difficulty to enforce just a texting ban. A hands free device would be permitted. It did provide for use of handheld devices by emergency personnel. Staff was seeking direction on this issue. Mayor Pro Tem Kamp asked about a Bluetooth as those were not hand held. Coulter stated that if the device would be banned if it was hand held. Mayor Pro Tem Kamp asked how it would be determined if the device was being used. City of Denton City Council Minutes October 1, 2013 Page 6 Lee Howell, Chief of Police, stated that enforcement of the ordinance would require an observance of the phone in hand. If it was not in view, there would be no observable violation. Council Member Roden stated that statistics were staggering regarding the number of accidents and fatalities. There already was a ban of cell phone use in school zones. He questioned if the police could recognize that a driver was distracted and would merit stopping the car. That would be an observance of a behavior rather than seeing the usage. Howell stated that in terms of enforcement, a complete ban was easier than a texting ban. Stephanie Berry, City Prosecutor, stated that cell phone violations were similar to seat belt violations. A cell phone violation would have an individual looking at something in the car. Council Member Gregory questioned if phone records could be subpoenaed if an individual said he was not using a phone in a car. Berry stated that as a prosecutor she could not do that but in a civil lawsuit it could be done. Council discussed various scenarios for possible violations as seen by the police and other types of distractions and the inability to ban all types of distractions. Questions were also raised on how motorists would be notified about the ban. Council Member Engelbrecht stated that the financial estimate was $32,000 - $36,000 for signage. That signage would have to be put in all entrances and all exit ramps going into the city and questioned if it would involve the Interstate and TxDOT roads in the city. Mayor Burroughs stated that as an attorney he had problems on picking and choosing the distractions. He had hoped the State would produce something during the recent session as it would be extremely difficult for people coming into Denton to stop talking due to a non - uniform regulation that affected everyone. This created a potential for lots of ticket writing with police officers waiting on the edge of the city limits to see if people were using their phones. In terms of enforcement a school zone was different. Separate bans on phone, text or both were very difficult and would be the worst of law for people not fully informed. Signs at every entrance to the City would not be public friendly. Again, as an attorney, it would be very difficult to operate in a fair manner if just the city of Denton had the ban. Everyone needed to encourage the State to take action. Mayor Pro Tem Kamp asked about having a ban in the city limits but exempt I35. She had also hoped that the State would have done something in the last session. City Attorney Burgess stated that Legal had tried to consider not just cell phones but Ipads and other devices that people used while driving and to include those in the ban. Council Member Hawkins stated that he was in favor of no texting but a complete ban might be overregulation and might lead to other regulations that were not necessary. City of Denton City Council Minutes October 1, 2013 Page 7 Council Member King stated that it was hard to enforce some issues. He was undecided at this point on whether to agree or not. This was so prevalent in society that he didn't know how to address this issue. Council Member Gregory stated that he was comfortable with the recommendation from the Traffic Safety Commission. He was not concerned with the slippery slope argument. The ordinance could be changed when technology changed. He was thinking about it from the standpoint of a person on the road who could be killed by someone distracted. Council Member Roden felt the issues were right for community conversation perhaps on Engage Denton. He was in favor of moving forward with the process and getting help with the community process and conversation. Council Member Engelbrecht stated that he would like to see the issue move forward and get public input on the proposal. A grace period should be considered to properly notify the public. Consensus of the Council was to proceed with developing the ordinance and receiving citizen input. Item 8 was considered. 8. Receive a report, hold a discussion, and give staff direction regarding the 2013 Water and Wastewater impact fee study. PS Arora, Wastewater Division Manager, presented the information for this item. He stated that an impact fee was a mechanism for funding the infrastructure necessary to accommodate new development. It was a one -time charge assessed to new development for a portion of costs related to the 10 -year impact fee capital improvement program. State law required an update every 5 years with the last update done in 2008. Impact fee consultant Duncan and Associates prepared a 2013 Water and Wastewater impact fee study. This study calculated the costs to provide a new customer with water or wastewater service, which became the maximum impact fee amounts allowed under Chapter 395. The Council could choose to collect Water and Wastewater fees at any amount up to the maximums set by the impact fee study. The impact fee study also considered adding an infill zone in response to the Council's desire to encourage infill development. The impact fee calculations using land use and population projections were reviewed along with the Master Plan infrastructure requirements. Part of the impact fee procedures included developing a 10 -year impact fee Capital Improvements Advisory Committee and removing costs associated with existing demand and growth beyond 10 years. Additional impact fee procedures included (1) a Council resolution to consider impact fees, (2) the appointment of a CIP advisory committee, (3) land use assumptions, CIP and impact fee recommendation from CIAC, (4) published notices of hearings 30 days in advance, (5) reports made available to the public, and (6) public hearings and adoption. Currently there were two wastewater impact fee zones. The area where the City was able to charge an impact fee went beyond the city limits and included most of the ETJ. He detailed the City of Denton City Council Minutes October 1, 2013 Page 8 wastewater impact fee CIP highlights. The maximum recommended fee suggested was $2,851 with a combined Zone 1 and Zone 2 recommended fee at $2,200. The Denton Development Code had a definition of an infill zone. Staff divided the infill zone into ZonelA and Zone 113. There was a disproportionate amount in Zone 1B for development. Staff, the Public Utilities Board, and the Capital Improvements Advisory Committee recommended no infill zone for wastewater, a single impact fee zone and set the impact fee at $2,200. Tim Fisher, Water Division Manager, reviewed the water side of the impact fee. He stated that a water impact fee did not pay for growth. The current water service area was currently divided into two zones that had different impact fees reflecting the differing cost of service for those areas. The infill boundaries were detailed along with infill recommendations from staff, the Public Utilities Board and the Capital Improvements Advisory Committee. Staff recommended adoption of water impact fees at $3,800 for Zone 1, and $4,500 for Zone 2. If an infill zone was adopted, staff recommended fees of $3,100 for Zone I (the new infill zone), $3,900 for Zone 1B (the rest of the existing Zone 1) and $4,500 for Zone 2. The Public Utilities Board passed a recommendation to add an infill zone and set fees at the revised staff recommended levels of $3,100 for Zone IA (the new infill zone), $3,900 for Zone 1B (the rest of the existing Zone 1) and $4,500 for Zone 2. The Capital Improvements Advisory Committee passed a recommendation to add an infill zone but to set fees at the original staff recommended levels of $2,700 for Zone IA (the new infill zone), $4,100 for Zone 1B (the rest of the existing Zone 1) and $4,900 for Zone 2. Consensus of the Council was to continue with the development of the water and wastewater impact fees. Following the completion of the Work Session, the Council convened in a Closed Meeting to consider the items listed below. 1. Closed Meeting: A. Deliberations regarding Consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. 1. Receive a report and hold a discussion regarding legal issues on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Also hold a discussion regarding granting economic development incentives to Tetra Pak Materials LP with respect to expansion of a manufacturing facility and development of a national headquarters facility. This discussion shall include commercial and financial information the City Council has received from Tetra Pak Materials LP which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentives. City of Denton City Council Minutes October 1, 2013 Page 9 This item was not considered. B. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Consult with City's attorneys regarding complaint filed with the EEOC by Regie Wilkinson, and receipt by the City of a demand letter from an attorney representing him, where public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 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. PROCLANIATIONS/PRESENTATIONS A. Proclamations /Awards 1. Fire Prevention Week Mayor Burroughs presented the proclamation for Fire Prevention Week. 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 1. Gerald DeMarsh regarding a traffic accident and no insurance. Mr. DeMarsh presented information on an accident in which the driver did not have a driver's license or insurance. He had problems with the police and felt that he was not treated fairly. 4. CONSENT AGENDA Mayor Pro Tem Kamp motioned, Council Member Engelbrecht seconded to approve the Consent Agenda and accompanying ordinances and resolutions. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins — "aye ". Motion carried unanimously. City of Denton City Council Minutes October 1, 2013 Page 10 Ordinance No. 2013 -261 A. Consider adoption of an ordinance of the City Council of the City of Denton, Texas calling a public hearing of the Denton City Council on land use assumptions, a capital improvements plan, and a proposed amendment to impact fees related to the possible adoption of amended water and wastewater impact fees in accordance with Chapter 395 of the Texas Local Government Code; requiring the City Secretary to post notice of the public hearing and to provide additional notice of the public hearing as set forth in the body of this ordinance; and providing an effective date. Approved the noise exception listed below. B. Consider a request for an exception to the Noise Ordinance for the purpose of performing live music during a new event, Fry Fest Concert. The outdoor concerts and activities will be located on portions of Avenue A and Fry Street, beginning at I p.m. and concluding at 10 p.m., on Saturday, October 5, 2013. This request is for an increase in decibels from 70 to 75. Staff recommends approval. Ordinance No. 2013 -262 C. Consider adoption of an ordinance authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of a Milling Machine and Asphalt Paving Machine for the City of Denton Streets Department; and providing an effective date (File 5371 - Milling Machine awarded to R.B. Everett and Co. in the amount of $391,894.30 and asphalt paver awarded to Holt CAT in the amount of $156,716.00). Ordinance No. 2013 -263 D. Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement (PSA) with CP &Y, Inc. and the City of Denton Solid Waste Department for professional engineering and consulting services; and providing an effective date (File 5349- awarded to CP &Y, Inc. in a not -to- exceed amount of $150,000). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -264 E. Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement (PSA) with Solutient GeoSciences, Inc. and the City of Denton Solid Waste Department for hydrogeological and analytical services; and providing an effective date (File 5348- awarded to Solutient GeoSciences, Inc. in a three (3) year amount not -to- exceed $287,791). The Public Utilities Board recommends approval (6 -0). Ordinance No. 2013 -265 F. Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for Parking Lot and Infrastructure Improvements for the City of Denton Solid Waste Operations Building; providing for the expenditure of funds therefor; and providing an effective date (RFP 5222- awarded to Caliber Constriction Inc. in an amount not -to- exceed $359,198). The Public Utilities Board recommends approval (7 -0). City of Denton City Council Minutes October 1, 2013 Page 11 Ordinance No. 2013 -266 G. Consider adoption of an ordinance authorizing the City Manager to execute approval of a Change Order 9 to the constriction contract with Bar Constrictors, Inc., for the constriction of the Lake Lewisville Water Treatment Plant upgrade project to increase the constriction contingency allowance by an additional $290,000; revising the contract total amount from $32,142,000 to $32,432,000; providing for the expenditure of funds therefor; and providing an effective date. The Public Utilities Board recommends approval (5 -0). Ordinance No. 2013 -267 H. Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of Remanufactured Toner Cartridges and Printer Supplies for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 5200- awarded to TIC Express, LLC, in the annual estimated amount of $150,000 for a three (3) year not -to- exceed amount of $450,000). Ordinance No. 2013 -268 L Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of Okonite Electric Utility Underground and Substation Cable for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5203- awarded to The Okonite Company in a three (3) year not -to- exceed amount of $2,000,000). Resolution No. R2013 -031 J. Consider approval of a resolution allowing El Guapo's to be the sole participant allowed to sell alcoholic beverages at Oaktopia November 16, 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. Staff recommends approval. Ordinance No. 2013 -269 K. Consider adoption of an ordinance approving a sponsorship in an amount not to exceed $2,000 of in -kind services and city resources for the 2013 Mayor's Mile, a community wellness walk to be held at the Denton County Transportation Authority's MedPark Station located at 3220 MedPark Drive beginning at 8:30 a.m. on October 5, 2013; and providing an effective date. Ordinance No. 2013 -270 L. Consider adoption of an ordinance approving revisions to the "Amendment to Municipal Maintenance Agreement for the Furnishing, Installing, Operation and Maintenance of Cameras on State Highway Rights -of -Way to Monitor Compliance with Traffic Control Signals" entered into by and between the City of Denton, Texas and the State of Texas, acting by and through its Texas Department of Transportation; providing the City Manager with authority to execute said agreement and to carry out the rights and duties of the City regarding said agreement; and providing an effective date. The Traffic Safety Commission recommends approval (4 -0). City of Denton City Council Minutes October 1, 2013 Page 12 Approved the noise exception listed below. M. Consider a request for an exception to the Noise Ordinance for the purpose of the Oaktopia Festival sponsored by Monocle LLC. The event will be held on City property, Williams Trade Square, on Saturday, November 16, 2013, from 2 p.m. to 10 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels. Staff recommends approval. Resolution No. R2013 -032 N. Consider approval of a resolution nominating members to the Board of Directors of the Denton Central Appraisal District; and declaring an effective date. Ordinance No. 2013 -271 O. Consider adoption of an ordinance authorizing and approving the transfer of an Airport Lease Agreement approved by Ordinance 2004 -362 on December 1, 2004 and subsequently amended between the City of Denton, Texas and Jet Works Air Center Management, LLC for the property located at 5035 Warbird Drive, Denton Enterprise Airport as authorized by the United States Bankruptcy Court for the Northern District Of Texas, Fort Worth Division, in Case No. 12- 46776 -RFN for the sale of all assets of Jet Works Air Center Management, LLC to Greenpoint Aerospace Corporation; and providing an effective date. 5. PUBLIC HEARINGS Ordinance No. 2013 -272 A. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas designating a certain area within the city limits of Denton as Tetra Pak Materials, LP, Limited Partnership Reinvestment Zone No. XI for commercial /industrial tax abatement establishing the boundaries of such zone, making findings required in accordance with Chapters 311 and 312 of the Texas Tax Code ordaining other matters relating thereto; providing a severability clause; providing for repeal; and providing an effective date. Aimee Bissett, Director of Economic Development, presented the details of the establishment of a reinvestment zone. Tetrapak was working on an expansion project to relocate their headquarters to Denton. The Economic Development Partnership Board had considered the request and recommended approval with a 65% abatement per year for four years. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Gregory requested a description of the zone. Bissett stated that it was the same boundaries of the Tetrapak parcel. City of Denton City Council Minutes October 1, 2013 Page 13 Council Member King motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins — "aye ". Motion carried unanimously. 6. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2013 -273 A. Consider adoption of an ordinance authorizing the Mayor to execute a Tax Abatement Agreement with Tetra Pak Materials, LP, setting forth all the required terms of the tax abatement agreement in accordance with the terms of Chapter 312 of the Texas Tax Code; setting forth the various conditions precedent to Tetra Pak Materials LP, a Limited Partnership, receiving the tax abatement; providing for a severability clause; and providing an effective date. The Economic Development Partnership Board recommends approval (8 -0). Council Member Roden motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins — "aye ". Motion carried unanimously. 7. CITIZEN REPORTS There were no citizen reports for this section of the meeting. 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 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. Mayor Burroughs stated that he had participated with Denton County offices regarding flu shots and promoting awareness that flu season was now and how important it was to get the shot to help prevent the spread of the flu. City of Denton City Council Minutes October 1, 2013 Page 14 Council Member Roden stated that he would like to schedule an update on the food trick ordinance and what to do with food tricks serving on city property. Council Member Roden asked about the Historic Landmark Commission project on Bell Avenue. Council Member Engelbrecht stated that there was an open house scheduled at Fire Station 47 to discuss the gas well project on Bonnie Brae and Vintage Parkway. 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 Session. With no further business, the meeting was adjourned at 7:12 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES October 7, 2013 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Monday, October 7, 2013 at 11:30 a.m. in the Facilities Management Conference Room at 869 S. Woodrow Lane, Denton, Texas. PRESENT: Mayor Burroughs, Council Member Engelbrecht, Council Member Gregory, Council Member Hawkins, Council Member Kamp, and Council Member Roden. ABSENT: Council Member King. 1. Receive a report, hold a discussion, and provide staff with direction concerning the development of a capital improvement bond program which will be considered by the voters in November 2014. Mayor Burroughs called the meeting to order at 11:40 a.m. City Manager George Campbell stated that during the budget process a 2014 bond election had been discussed. He stated that staff had compiled a list of potential projects by service area. He stated that staff needed direction on some of these projects and the makeup of the bond committee. He stated that depending on the discussion today, there could possibly be another work session on October 21 to finish discussions. Chuck Springer, Director of Finance, presented additional bond sizing scenarios based on different levels of debt service tax rates. He reviewed a bond election with an estimated size of $50.8 million and an estimated one cent debt service tax increase. This included streets, reconstruction of two fire stations, vehicle replacements, facilities maintenance, matching fund road improvement projects, and a GO bond program. Council Member Roden asked why the fire stations were separated out from the other facilities maintenance. Springer stated that the repairs to the fire stations were significant. Council Member Gregory asked if the street funding was additional money that was needed or if it was from the 2012 election. Springer stated that it was from the 2012 election. Council Member Gregory asked what the one cent increase would mean to the average homeowner. Springer stated that Tony Puente, Assistant Director of Finance, would work on a figure. Springer reviewed a bond election with an estimated size of $31.8 million with no debt service tax increase. He also reviewed a bond election with an estimated size of $63.8 million and an estimated two cent debt service tax increase. Springer stated that with the no tax increase option, $21.6 million in vehicle replacements could be eliminated and they could receive $55.0 million in long term debt capacity. City of Denton City Council Minutes October 7, 2013 Page 2 Springer reviewed the Staff Project Listing by functions — Street Reconstruction, Traffic, Mobility Improvement, Drainage, Fire, Police, Parks, Library and Facilities. Springer stated that staff had identified prioritization criteria — replacement of existing infrastructure, required reconstruction of existing infrastructure, reduce flooding to strictures, efficiently meet demands of growth, and maintain current levels of service. Council Member Roden stated he appreciated the prioritization criteria and asked if staff had done a general priority list. City Manager Campbell stated that staff had not done that. They did not want to pre -empt any prioritization by the bond committee. Springer reviewed the draft schedule for the bond election. The City Council could appoint a bond election committee and approve a charge during November 2013. There could be between six and ten Bond Election Committee meetings December 2013 through May 2014. The Committee could bring their recommendation to the City Council in June 2014. The City Council could discuss the Bond Committee recommendations during June and July 2014. The City Council could hold a public hearing in August 2014. The City Council could consider an ordinance calling the bond election in August 2014. The date of the election could be November 4, 2014. The City Council could canvass the election results in November 2014. Tony Puente, Assistant Director of Finance, stated that for a home with an approximate value of $154,000, a one cent tax increase would be $16.01. Mayor Burroughs reviewed the process the Council used the last time a bond election was done. He stated that now was the time to discuss the projects — for and against — and what they wanted to include in the charge for the committee. He asked the Council if they wanted to include in the charge to the committee — the fire station improvements and a minimum on streets of $4 million over a three -year period. General consensus of the Council was to include these. Council Member Roden stated that it was important to note that if they went with these, they would be at $19 million already. City Manager Campbell stated that Howard Martin would review the transportation projects. Howard Martin, Assistant City Manager, reviewed how the projects identified within the Street Reconstruction division were part of an ongoing effort to provide overall improvements to the condition of City streets through the reconstruction and rehabilitation of existing pavements. The reconstruction projects listed were selected on the basis of their overall condition index (OCI): projects with an OCI of 0 -25 that had no corresponding water /wastewater utility reconstruction / replacement needs or projects with an OCI of 0 -40 that had corresponding water /wastewater utility reconstruction /replacement needs. Sidewalk replacements were prioritized based on feedback from citizens or in conjunction with street rehabilitation projects. Martin reviewed how staff had identified Traffic projects. Traffic signals listed were prioritized first on the basis of age. Poles were replaced at a 20 -year life and overall signal replacement was planned at no later than a 40 -year life. In addition to age, the design justifications for installation and traffic and safety issues added to the priority assessed on a particular signal. City of Denton City Council Minutes October 7, 2013 Page 3 He stated that staff had contracted with CTC Technologies to conduct a feasibility study outlining options and needed infrastructure to implement a railroad quiet zone at four Union Pacific rail crossings in the downtown area as part of the Transit Center revitalization efforts in downtown Denton. The feasibility study identified specific equipment along the railroad corridor and street infrastructure enhancements to implement the proposed quiet zone. Council Member Roden asked when there was street reconstruction scheduled and there were sidewalks along that street, when they would be done. Martin replied that they would be done at the same time. Mayor Burroughs asked if there was any way to project for the committee future funding from other sources that might shift the prioritization of projects. Council Member Engelbrecht stated that they would also have to look at funding for additional personnel. Council Member Gregory asked about all the intersections with cameras. Martin stated that the City was working to improve various intersections and the cameras controlled the signals at those intersections. Mayor Pro Tem Kamp stated that the City being ready to go with these projects was very important as far as using funds from RTC. Martin stated that projects identified within the Mobility Improvement division consisted of the widening and improvement of existing roadways or the extensions of roadways in new alignments primarily in order to provide increased capacity or improved connectivity. Priority in the first phase was given to ongoing right -of -way acquisition and design such as the Bonnie Brae Street section between I -35 and Scripture or Hickory Creek Road from FM 2181 to Riverpass; needs for combined improvements in connectivity, capacity and layout such as Hickory Creek Road from FM 2181 to FM 2499, the extension of Ruddell Street at Mingo Road, the expansion of Morse Street to full capacity between Loop 288 and Mayhill Road, and the installation of an additional access point to the Wheeler Ridge subdivision to FM 2181 via Jordan Lane; and extension of capacity for ongoing system improvements, such as the Bonnie Brae Street section from University Drive to Windsor Drive. The priority order in the second phase followed the same philosophy from the extension of Audra east to Loop 288 through to the improvement of McKinney Street to a modified arterial status between Bell Street and Campbell Street. Mayor Burroughs asked if there was a mechanism for the City to be reimbursed for infrastructure improvements made to a projected area of future development where there would potentially be a big contributor to the development. City Engineer Frank Payne stated that the Development Code did not have a mechanism for payback from developments for infrastructure. City of Denton City Council Minutes October 7, 2013 Page 4 Burroughs asked if the committee could get backup information on potential developments that might help them with their decisions. P.S. Arora, Assistant Director of Wastewater Utilities, stated that the City could recover some of those costs through road impact fees. Martin stated that projects identified within the Drainage division were prioritized on the basis of extending ongoing drainage basin improvements intended to reduce flooding and to remove strictures from the 100 -year floodplain, such as the extension of the Eagle Drive and PEC -4 Drainage Improvement projects. Additional projects were prioritized on the basis of their relation to the Downtown Improvement Plan. Mayor Burroughs asked how TIF funding affected drainage improvement projects. Mayor Pro Tem Kamp stated that the Number I priority for TIF funds was a parking garage in the downtown area. City Manager Campbell stated that the spending of TIF funds was not exclusive to a TIF project. Burroughs questioned if a major element of a project was eliminated, did the TIF funds shrink. He said he would not expect those funds to be reallocated for another project. Campbell stated that the money would have to be spent within the boundaries of the TIF zone. Burroughs asked staff to add a footnote to a project as to whether it would be a TIF eligible proj ect. Fire Chief Ross Chadwick stated that a high priority for the Fire Department was the training facility and the remodel of two fire stations. He stated that North Central Texas College was committed to starting a Fire Science program; and that NCTC was looking for partner to provide a training facility. Mayor Pro Tem Kamp suggested that Council may need a field trip to a training facility because of all the new technology, etc. Chadwick stated that Vintage Parkway was still the best option for the training facility. Council Member Hawkins wanted to know more about the NCTC partnership and whether they had a Fire /EMS program. Police Chief Lee Howell stated they had submitted three projects for consideration. The number I project was the Police Department front lobby remodel. He stated they would like to make it more customer friendly. He stated another project included remodeling some of the current office space to provide additional offices and interview rooms for the Criminal Investigations Bureau, additional work space for police /fire /911 communications and additional administrative office space. Another project was improvements to the current Police Department firing range. City of Denton City Council Minutes October 7, 2013 Page 5 Emerson Vorel, Director of Parks and Recreation, stated that staff had used five criteria to help prioritize their projects. One of the criteria was regulatory compliance. This included projects that did not currently meet relevant codes. The projects included: filtration issue at Civic Center Pool; elements of Eureka! Playground that did not meet standards; Quakertown restroom was not ADA compliant; other playground improvements that did not meet standards; and Lake Forest Dam was not in compliance with TCEQ guidelines. Another criteria used was public /council request. Projects that had been requested by citizens or Council included: Trail Expansion, Water Works Park, Vela Athletic Complex, Spray Ground /Splash Park, and a new park in the downtown area. Vorel stated that the City's Water Park turned ten years old this year and had not added any new features, unlike other water parks that added or changed features every few years. He stated that after children reach about 8 to 10 years of age, they lost interest in the park and wanted to go to other water parks in the region. Surveys showed that adding a wave pool and additional slides would attract teens to the park. Council Member Hawkins asked if the City had ever considered selling the Water Park. Vorel stated that the Natatorium was tied to Denton ISD, so selling was not an option. Council Member Gregory stated that he was amazed at the increase in revenue after the new slide was put in at the Civic Center pool. Council Member Roden suggested having a separate work session on improvements to the water park or pool to attract children over age eight or nine. Vorel stated that another criteria used was demand or capacity. Areas where facilities had reached maximum capacity included: North Lakes Recreation Center; improvements to the soccer field at Mack Park; two new lighted tennis courts at South Lakes Park; new water tap at Denia athletic field for irrigation; and a restroom and pavilion at Lake Forest Park. Another criteria used was deteriorating infrastructure. Facilities that were in need of replacement included parking lots at Denia and Lake Forest; the fences and courts at Goldfield Tennis Center needed to be replaced; ball field improvements were needed at Mack, Denia and North Lakes. Vorel stated that the final criteria used were expansion /growth/productivity. These projects would be needed to keep pace with the growth of the city and demand for additional recreational facilities. Southwest Park Master Plan; Southwest Park Phase 1 Constriction; funds to purchase future park property; constrict an indoor soccer /football /lacrosse facility; expand the Service Center to accommodate additional staff and equipment; and design and constrict a small service center at North Lakes Park to be used by the Park Maintenance staff. Terri Gibbs, Director of Library Services, stated that a fourth library was needed in the southwest portion of the city and as a placeholder for further expansion a location in east Denton. In either case, $500,000 for land acquisition would address those initial needs. Mark Nelson, Director of Transportation, stated that Facilities Management had used five different categories for their projects. They included imminent public health and safety /mandatory - statutory, maintenance items above $10,000, enhancements, non - building items and maintenance /work orders. City of Denton City Council Minutes October 7, 2013 Page 6 Nelson stated that there was a need for a municipal complex space study to determine the need for a new municipal complex in a centralized location. He also stated that staff was recommending a fund be established to assist in facilitating strategic property acquisitions. He stated that from time to time private parcels throughout the community were placed on the market without notice and acquisition of these parcels by the City might benefit the overall goals and objectives of the City. City Manager Campbell stated that many times there were issues at City Hall when accommodating citizens for Council meetings and that there was insufficient space for administrative offices. He advised the Council they could have those discussions once a space study was done. City Manager Campbell asked the Council to have a discussion of what their expectations were for the committee. Mayor Burroughs stated that the structure of the previous bond committees had worked incredibly well and highly recommended using that stricture. He felt a good dynamic group would significantly impact the outcome of the committee meetings. Council Member Roden stated that the makeup of the committee sounded fine to him. He stated that this was a very specific project list that Council had been provided and wanted to know if there was a process for Council- submitted projects and the process for citizen - submitted projects. City Manager Campbell stated that the intent of this list was a starting point — so when it got to the committee, they had something to work with. Mayor Burroughs stated that residents had suggested a new animal shelter be on the last bond election, but the committee did not consider it because they did not have good cost estimates in time. Mayor Pro Tem Kamp asked that staff prepare a cost estimate for a downtown parking garage so that it could be considered by the committee. Council Member Roden suggested that in order to give any citizen - initiated projects full consideration, including cost estimates, the City could publish the list of proposed projects and give residents a timeline to submit their suggestions. Assistant City Manager Brian Langley asked the Council if they wanted to prioritize any of these projects. Mayor Burroughs stated that he would like the Council to recommend to the committee that they include $4 million in street reconstruction each year and the fire station improvements. Springer said to have anyone interested in serving on the bond committee, contact Jennifer Walters for more information. There would be two meetings in November requesting nominations from Council for the bond committee. He stated that they would also be establishing the charge for the committee at a November meeting. City of Denton City Council Minutes October 7, 2013 Page 7 With no further business, the meeting was adjourned at 2:10 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES October 14, 2013 After determining that a quorum was present, the City Council convened in Work Session on Monday, October 14, 2013 at 9:00 a.m. in the City Council Work Session Room. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member Roden, Council Member Hawkins ABSENT: Council Members Engelbrecht and King I. Receive a report and hold a discussion regarding the 113th Congress, First Session, and outlook for 114th Congress, to include Budget and Tax Issues, Sequestration, Municipal Bonds, Surface Transportation, the Marketplace Fairness Act, and other topics impacting local government. Ralph Garboushian, Capital Edge, presented information on the legislative update. He reviewed the situation in Washington regarding the government shutdown and reaching the debt limit. Budget issues were the major factor in the shutdown. Over the past year, major federal issues for the City included (1) funding for core local government programs, (2) sales tax fairness, (3) protection of municipal bonds, and (4) prevention of unfunded mandates and preemptions of local authority. The current deficit resulted in deep cuts in programs such as CDBG, HOME and PD assistance. Council discussed earmarks and whether they would be reinstituted in the future. Surface Transportation — Congress enacted a two -year reauthorization of federal highway and transit program. Legislation known as the Moving Ahead for Progress in the 21" Century provided funding to previous funding levels. He noted that there probably would be short extensions before long term authorization of the program. The goal was to get back to 62% allocation. Maintaining transit programs at the current levels was another goal. Looking forward to MAP -21 reauthorization next year, priorities for the City would include (1) expansion of sub- allocation to metropolitan areas, (2) a strong local role in decision making, (3) a focus on metropolitan mobility, including a strong transit program and expansion of the Transportation Alternatives Program, and (4) equitable allocation of federal highway and transit funds. Local Authority —The City continued to successfully oppose efforts to preempt city authority in a number of areas, including city management of public rights -of -way and collection of fees for the use and management of public rights -of -way; collection of hotel occupancy taxes and preemption of city zoning authority. The Internet Tax Freedom Act expired in 2014 and Congress was already looking at renewing it. A key challenge for the City would be to ensure that renewal did not impact the line access fees that Texas cities collected from telecommunications providers. The City previously worked hard to ensure that current law specifically protected them from preemption. Council discussed the wireless aspect of the FCC provision as some of the provisions could be harmful due to broad interpretations of the definitions. Municipal Bonds - Denton had taken a lead role opposing proposals to eliminate or cap the tax exemption for municipal bonds. The City would have to continue to vocally and forcefully protect this tax exemption, which was part of the original income tax code. City of Denton City Council Minutes October 14, 2013 Page 2 Other Areas to Watch — There was a need to continue to pursue funding for the Denton Enterprise Airport contract tower program, the Fair Housing Act, and the Free Money Market funds. Council discussed local control, spending bills, and who in Washington would champion for cities. It was noted that deep decisions over budget and tax policy continued to grip Washington, as illustrated by the current stalemate surrounding FY2014 spending and the debt limit increase. Mayor Burroughs requested that Capital Edge keep Council informed when they should be working on certain areas for future legislation. With no further business, the meeting was adjourned at 10:30 a.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES October 15, 2013 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, October 15, 2013 in the Council Work Session Room. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins ABSENT: Council Member Engelbrecht, Council Member Roden 1. Citizen Comments on Consent Agenda Items Cathy McMullen stated that Consent Agenda Item DD should be moved to Individual Items to give citizens an opportunity to speak on the item. Amber Briggle stated that Consent Agenda Item DD should be move to Individual Items so citizens could speak on the item. The Council should consider protecting neighborhoods and not allow the company to transport water over city land. 2. Requests for clarification of agenda items listed on the agenda for October 15, 2013. Council Member Gregory requested that Consent Agenda Item DD be pulled for individual consideration. He questioned if Consent Agenda Item A was the former biodiesel facility. Scott Lebsack, Solid Waste Business Development Manager, stated that it was not the same building. Council Member Gregory noted that Consent Agenda Items R -W were considered by the Public Utilities Board and asked for their recommendation. Howard Martin, Assistant City Manager, stated that all were unanimously approved by the Public Utilities Board. Council Member Gregory asked if there were any other city easements on the property. Paul Williamson, Real Estate Manager, stated that this was a redeveloped tract and the easement abandoning was for electric service that was never put in the ground. All other current city easements would stay. 3. Receive a report, hold a discussion, and give staff direction on the criteria to the Tree Trusts mitigation option in Subchapter 35.13.7.A of the Denton Development Code (DDC), and a recommendation of amendments to Subchapter 35.13.7.A.7.f specifically related to tree mitigation standards for Tree Trusts. Angie Kralik, Urban Forester, stated that staff had prepared an update on the Tree Trust mitigation option currently stipulated in the Denton Development Code. The current mitigation dealt with trees being removed that were 18 inches or larger and allowed for tree planting, payment into the tree fund or by applying for an alternative tree preservation plan. City of Denton City Council Minutes October 15, 2013 Page 2 The current Tree Trust requirements included (1) the Cross Timbers Forest no less than 1 acre, (2) be approved by the Development Review Committee chairman, (3) permanent easement limiting future activity, (4) tree trusts towards mitigation inches only, (5) required preservation would not count towards tree trust mitigation, and (6) floodplains, wetlands, and riparian areas were not eligible. Mike Sultan, Consultant, presented additional information on the topic. He stated that there several areas of clarification needed. Those areas included (1) determining a value for tree credits and whether to go from inches to acres, (2) proportionality research in order to be fair and be appropriate, (3) future credits /accounting system for the tree inventory process, (4) process development/defined steps, (5) regulatory and propriety keeping projects in compliance, (6) allowances for minimal maintenance, and (7) charitable gifts /bequests and donations. The intent of the tree trust was flexibility for developers, preserve the tree canopy and protect the Cross Timbers. The project goal was to look at the tree trust to see how Denton could encourage its use. Early conclusions found that the valuation method for trees being preserved did not exist, conservation easements were not the only method of land preservation, and the Cross Timbers were a small percentage of urban tree canopy. A review of the metric and value comparison for a proposed development was presented as an example of how the standard would apply. Mayor Burroughs stated that there had never been a consideration for donating property to a tree trust. The consideration was to have a value on the treed property for others to use for their tree mitigation. The concept was if the property owner was willing to preserve the trees or the City acquired the property and held it as tree trust property, a future developer who wanted to develop property but could not mitigate, could buy credits from the tree trust. A "donation" was not the correct word to use for this program. Sultan stated that there were opportunities where donations could work into the program but the word "preservation" should be used in this case. Council Member King asked about a valuation which applied for property and what would be removed. Sultan stated looking at the canopy was the best measure of a value. Mayor Pro Tem Kamp felt that the canopy had already been addressed. Kralik stated that canopy was in the Landscape Code for planting of new trees. Environmentally sensitive areas - Denton had an estimated 17% tree canopy cover with 40% of the tree canopy cover within an environmentally sensitive area. Other areas to consider were undeveloped floodplain, riparian buffers, water related habitat, and upland habitat which would include the Cross Timbers. Council Member Gregory stated that currently only Black Jack Oak and Post Oak were included in the Cross Timbers. City of Denton City Council Minutes October 15, 2013 Page 3 Sultan stated that correct and the City might consider removing that limitation. He continued that there were two processes for donating land. The first involved a conservation easement with the Texas Land Conservancy. This process was a four month process, involved a site visit, Board approval, draft easement, appraisal, baseline documentation report, endowment, execute an easement, IRS form for charitable deduction for a gift and annual monitoring. Mayor Burroughs stated that a gift of land extremely was unlikely. Sultan continued that the second process for donation was land donation alternatives. Those might include a fee - simple, land with a life estate, a bequest, a bargain sale, and conservation based development. Council Member King questioned that even if an individual owned the land for 50 years the deduction of the value of the land would still apply. Sultan stated that it would probably be a function of the land. He continued with tree banks. These were potential for trees, or tree canopy, on preserved land to serve as a tree bank through conservation easements or City purchased land. It would depend on where the money came from for an option. Mayor Burroughs stated that the concept was that the City would allocate funding for a set amount for acquisition of tree stands. The City would have a tree bank and as developers needed mitigation, they could purchase the required mitigation and buy the tree credits. They paid the money to go into a fund to purchase other tree stands. The concept was that it would build on itself. Council discussed the valuation of the trees, conservation easements, and the purchase of tree credits. The recommendation was to recognize tree canopy as a true measure of value, consider tree species other than Cross Timbers, and offer credit for developed floodplain/ESA. Mayor Burroughs stated that if a developer had a site and needed mitigation, part of the concept was that if he found property somewhere else or acquired credits, as long as it qualified to the standards, he could donate the trees to meet the mitigation issue. Council Member Gregory stated that he was comfortable with the first two recommendations but was not sure about the third. Mayor Burroughs felt that canopy was the true measure but it was difficult to determine what percentage should be preserved. He stated that the need was to start somewhere with a pilot plan and acquire a tract, preserve it, and then offer as mitigation to a developer who needed the credit. That money could then be used to acquire additional tree stands. Mayor Burroughs suggested a citizen committee to go out and find pieces of property to preserve so the City could buy them. After a developer bought tree credits, the City could purchase more property. City of Denton City Council Minutes October 15, 2013 Page 4 4. Receive a report, hold a discussion and initiate the selection process to appoint members for the Tree Fund Advisory Committee. Angie Kralik, Urban Forester, presented the overview of the issue. She stated that currently payments were made to the tree fund to mitigate for protected tree removal. The fund currently had $1.167 million and had been acquiring development funds since 2004. The funds had been used once for the canopy coverage data done by UNT. The Development Code stated that currently the funds could not be used towards the purchasing of land for tree trusts. It indicated that the tree funds would be used for the purchase, planting and maintaining of trees on public property; could preserve wooded property; could be used to perform/maintain a city -wide tree inventory; and to educate citizens and developers on the benefits and value of trees. The funds could not be used to purchase land with the purpose of selling credits for a tree trusts. Staff recommendations for the committee included (1) establish a 7 member committee with a recommendation that none of the citizens selected already serve on more than 2 city boards, commissions and /or advisory groups, and (2) members have a natural resource background, planning /land -use background, or development background. The committee would develop a process for tree fund expenditures, develop a matrix for selecting appropriate tree fund projects, and make recommendations to staff of potential properties to purchase with tree fund money. Council Member Gregory questioned if the committee would be used as an on -going mechanism to locate land, etc. Mayor Burroughs felt that there might be a point at which all the property on the map that was green would be looked at and then there would be no purpose for the committee. He suggested setting the committee up as a standing committee and when no longer necessary, it could be disbanded. Kralik stated that the Park Board also made recommendations for the planting of trees on City property. Mayor Burroughs stated that the backgrounds for the members were suggestions and not requirements. Mayor Pro Tem Kamp asked if the meetings would be held on an as needed basis. Kralik stated that was correct. Following the completion of the Work Session, the Council convened in a Close Meeting to consider the following: 1. Closed Meeting: A. Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code Section 551.071. City of Denton City Council Minutes October 15, 2013 Page 5 1. Receive a report and a presentation from Denton Municipal Electric staff regarding certain public power competitive and financial matters related to issuing a new Request for Proposals for Local Solar Energy Installations - 2013 by the City soliciting proposals for a solar - generated energy facility or facilities for the City of Denton, Texas; discuss, deliberate and provide staff with direction regarding such matters. Consultation with the City's attorneys regarding legal advice regarding such matters where a public discussion of this legal matter would conflict with the duty of the City's Attorneys to the Public Utilities Board under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. B. 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 acquisition of real property interests located in the A.N.B. Tompkins Survey, Abstract Number 1246, Denton County, Texas (located generally in the 2400 block of South Bonnie Brae Street) in the City of Denton, Denton County, Texas; and consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the tracts referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. C. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with Gas Well Ordinance regulation of gas well drilling and production within the City Limits and the extraterritorial jurisdiction, including Constitutional limitations, statutory limitations upon municipal regulatory authority, statutory preemption and /or impacts of federal and state law and regulations as it concerns municipal regulatory authority and matters relating to enforcement of the ordinance. 2. Consult with City's attorneys regarding legal issues and legal challenges arising out of municipal ordinances regulating the operation and location of credit access businesses, including Denton ordinance 2013 -073 and possible amendments thereto, as well as the status and strategic considerations associated with litigation pending in the 16th District Court of Denton County, Texas styled ACE Cash Express v. City of Denton, cause no. 2013 - 10564 -16. Regular meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney, Denton. City of Denton City Council Minutes October 15, 2013 Page 6 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 I . National Procurement Institute Achievement in Excellence in Procurement Award for 2013 Chuck Springer presented the award to the Council. 2. ReUse Day Proclamation 3. Presentation regarding ReUse initiatives Mayor Burroughs presented the proclamation for ReUse Day. A demonstration ReUse initiatives including Trash N Fashion Show - clothes made from reusable materials - was shown to Council and the audience. 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 1) Kenneth Stout regarding street impact fees for street maintenance. Ken Stout felt that the street impact fees for street maintenance should not be done. He was against instituting such a fee. He questioned how the fee would be collected. 4. CONSENT AGENDA Mayor Burroughs noted that Item DD would be removed from the Consent Agenda and considered under Individual Items. He also noted that Item EE would not be considered. Council Member King motioned, Council Member Hawkins seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Items DD and EE. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins — "aye ". Motion carried unanimously. Ordinance No. 2013 -274 A. Consider adoption of an ordinance approving a First Amendment to a Lease Agreement between the City of Denton, Texas and Master Recycling of Texas, Inc. to be executed by the City Manager relating to a certain 3.5 acre tract of land situated in the Gideon Walker Survey, Abstract Number 1330, and a certain 1.924 acre tract of land situated in the G. Walker Survey, Abstract Number 1330, in the City of Denton, Denton County, Texas; and providing an effective date. City of Denton City Council Minutes October 15, 2013 Page 7 Ordinance No. 2013 -275 B. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Air Fair, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($10,240) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -276 C. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Chamber of Commerce (Convention and Visitors Bureau) for the payment and use of hotel tax revenue; and providing an effective date. ($783,100) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -277 D. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Black Chamber of Commerce for the payment and use of hotel tax revenue; and providing an effective date. ($16,580) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -278 E. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Community Theatre, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($23,010) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -279 F. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Denton Dog Days, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($14,590) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -280 G. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Festival Foundation for the payment and use of hotel tax revenue; and providing an effective date. ($82,820) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -281 H. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Greater Denton Arts Council for the payment and use of hotel tax revenue; and providing an effective date. ($117,780) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -282 L Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Denton Holiday Festival Association, Inc. for the payment and use of hotel tax revenue; and providing an City of Denton City Council Minutes October 15, 2013 Page 8 effective date. ($7,640) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -283 J. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Central Business District Association, Inc., d /b /a Denton Main Street Association for the payment and use of hotel tax revenue; and providing an effective date. ($23,010) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -284 K. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Music Theatre of Denton for the payment and use of hotel tax revenue; and providing an effective date. ($5,000) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -285 L. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the North Texas State Fair Association for the payment and use of hotel tax revenue; and providing an effective date. ($73,620) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -286 M. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Susan G. Komen for the Cure Advocacy Alliance (North Teas Affiliate) for the payment and use of hotel tax revenue; and providing an effective date. ($10,000) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -287 N. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and the Tejas Storytelling Association, Inc. for the payment and use of hotel tax revenue; and providing an effective date. ($50,610) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -288 O. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Texas Filmmakers' Corporation for the payment and use of hotel tax revenue; and providing an effective date. ($7,500) The Hotel Occupancy Tax Committee recommends approval (3 -0). Ordinance No. 2013 -289 P. Consider adoption of an ordinance authorizing the City Manager to execute an agreement between the City of Denton and Denton County, Texas (Denton County Office of History and Culture) for the payment and use of hotel tax revenue; and providing an effective date. ($108,570) The Hotel Occupancy Tax Committee recommends approval (3 -0). City of Denton City Council Minutes October 15, 2013 Page 9 Ordinance No. 2013 -290 Q. Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement (PSA) with Freese and Nichols, Inc. and the City of Denton for engineering and support services related to the Five (5) Year Capital Improvement Plan for transmission and substation projects for Denton Municipal Electric; and providing an effective date (File 5372 -in an amount not -to- exceed $12,150,000). The Public Utilities Board recommends approval (7 -0). Ordinance No, 2013 -291 R. Consider adoption of an ordinance abandoning and vacating an Electric Utility Easement (The "Easement "), granted by Denton County National Bank to the City of Denton, Texas, pursuant to that certain Easement dated April 22, 1976, and recorded in Volume 783, Page 343, Real Property Records, Denton County, Texas said Easement encumbering lands located in the Wm. Neil Survey, Abstract No. 970, Denton County, Texas and generally located at 325 West Hickory Street, and declaring an effective date. The Public Utilities Board will consider this item on October 14, 2013. Ordinance No. 2013 -292 S. Consider adoption of an ordinance abandoning and vacating a Temporary Drainage Easement (The "Easement "), granted by Allegiance Hillview, LP. to the City of Denton, Texas, pursuant to that certain Easement, dated August 20, 2007, and recorded as Instrument No. 2007 - 104852, Real Property Records, Denton County, Texas, said Easement encumbering lands located in the Buffalo Bayou, Brazos and Colorado Railroad Company Survey, Abstract No. 192, Denton County, Texas and generally located at the 2600 block of Scripture Street and declaring an effective date. The Public Utilities Board will consider this item on October 14, 2013. Ordinance No. 2013 -293 T. Consider adoption of an ordinance abandoning and vacating an Electric Utility Easement (The "Easement "), granted by Singing Oaks Apts. 41 to the City of Denton, Texas, pursuant to that certain easement, dated June 4, 1971, and recorded in Volume 624, Page 12, Real Properties Records, Denton County, Texas, said Easement encumbering lands located in the M. Yoachum Survey, Abstract No, 1442, Denton County, Texas, and generally located at 307 North Loop 288, and declaring an effective date. The Public Utilities Board will consider this item on October 14, 2013. Ordinance No. 2013 -294 U. Consider adoption of an ordinance abandoning and vacating a Sanitary Sewer Easement (the "Easement "), granted by Henry S. Miller Company, Trustee to the City of Denton, Texas, pursuant to that certain easement, dated December 18, 1973, and recorded in the Volume 695, Page 350, Real Property Records, Denton County, Texas, said Easement encumbering lands located in the Gideon Walker Survey, Abstract No. 1330 and the Moreau Forrest Survey, Abstract No. 417, Denton County, Texas and generally located at the 5600 block of East McKinney Street, repealing City of Denton Ordinance No. 99 -226 related to the purported City of Denton City Council Minutes October 15, 2013 Page 10 partial release of the easement, and declaring an effective date. The Public Utilities Board will consider this item on October 14, 2013. Ordinance No. 2013 -295 V. Consider adoption of an ordinance abandoning and vacating (1) that certain Public Utility Easement, granted to the City of Denton, Texas by Rex C. Cauble, pursuant to that certain Easement dated December 5, 1972, and recorded in Volume 735, Page 515, Real Property Records, Denton County, Texas, insofar and only insofar as such easement covers and encumbers .443 acre tract of land, as described on Exhibit "B ", attached hereto and made a part hereof (The "Exhibit B Abandonment Area "), and (2) that certain Public Utility Easement, granted to the City of Denton, Texas by Rex C. Cauble, pursuant to that certain easement, dated December 5, 1972, and recorded in Volume 735, Page 517, Real Property Records, Denton County, Texas, insofar and only insofar as such easement covers and encumbers 0334 acre of land, as described in Exhibit "A ", attached hereto and made a part hereof (the "Exhibit A Abandonment Area ") (The easements described above are collectively referred to herein as the "Easements) (The Exhibit A Abandonment Area and the Exhibit B Abandonment Area are collectively referred to herein as the "Abandonment Area "), said easements encumbering certain lands located in the A. White Survey, Abstract No. 1406 and N. Wade Survey, Abstract No. 1407, Denton County, Texas, as more particularly described in the Easements, and generally located approximately 1600' northwest of the intersection of North Elm Street and Loop 288, and declaring an effective date. The Public Utilities Board will consider this item on October 14, 2013. Ordinance No. 2013 -296 W. Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving guidelines for operation of the City of Denton Home Improvement Program and eligibility criteria; authorizing expenditures in excess of $50,000 for projects meeting program guidelines and criteria; and providing for an effective date. Approved the noise exception listed below. X. Consider a request for an exception to the Noise Ordinance for the purpose of performing music and announcements during the 25th Annual Holiday Lighting Festival to be held at the Denton Downtown Square. The Festival will begin at 5 p.m. and end at 9:30 p.m. on Friday, December 6, 2013. The request is for a variance in decibels, from 70 to 75 decibels for amplified sound. Staff recommends approving the request. Ordinance No. 2013 -297 Y. Consider adoption of an ordinance approving an agreement between the City of Denton, Texas, and the Denton Chamber of Commerce regarding an Economic Development Partnership; and providing an effective date ($227,467). Ordinance No. 2013 -298 Z. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute a Purchase Agreement (herein so called), as attached to the ordinance and made a part thereof as Exhibit "A ", by City of Denton City Council Minutes October 15, 2013 Page 11 and between the City of Denton (the "City "), and Harlan Properties, Inc. (the "Seller ") contemplating the sale by Seller and purchase by City of (1) fee simple to a 4.69 acre tract; (II) a utility and slope easement encumbering 0.56 acre; and (III) a utility and drainage easement encumbering 0.02 acre, said tracts located generally in the 2400 block of South Bonnie Brae Street, in the A. Tompkins Survey, Abstract Number 1246, in the City of Denton, Denton County, Texas (the "Property Interests ") for the purchase price of Two Hundred Thousand Dollars and No Cents ($200,000.00); authorizing the City Manager, or his designee, to execute and deliver any and all other documents necessary to accomplish closing of the transaction contemplated by the Purchase Agreement; authorizing the expenditure of funds therefor; and providing and effective date. (Bonnie Brae Street Widening and Improvements - Parcel 25) Approved the noise exception listed below. AA. Consider a request for an exception to the Noise Ordinance for the purpose of the Industrial Street International Pop Festival (AKA Geezer Palooza), a music festival to benefit Serve Denton. The event will be held at 103 - 115 Industrial Street, on Sunday, October 20, 2013, from noon to 9 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 request. Approved the noise exception listed below. BB. Consider a request for an exception to the Noise Ordinance for the purpose of amplified music for the 2nd Annual WakePoolooza to be held on Avenue A, between Mulberry and Hickory, on Saturday, October 19, 2013, beginning at 3 p.m. and concluding at 10 p.m. This request is for increased amplified sound from the allowable 70 decibels to 75. Staff recommends approval of the request for amplified sound up to 75 decibels. Approved the noise exception listed below. CC. Consider a request for an exception to the Noise Ordinance for the purpose of having music played during the Denton Plaza Party located at 508 S. Elm Street on two Saturdays, November 9 and November 16, 2013, from noon to 10 p.m. This request is for an extension in decibels from 70 to 75. Staff recommends approving 75 decibels to 10 p.m. This item was not considered. EE. Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with the University of North Texas Murphy Center for Entrepreneurship under Section 791.001 of the State of Texas Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5382 - Interlocal Agreement with the University of North Texas Murphy Center for Entrepreneurship in the amount of $26,400). City of Denton City Council Minutes October 15, 2013 Page 12 Resolution No. R2013 -033 FF. Consider approval of a resolution for a change in Atmos Energy Corporation, Mid - Tex Division's ( "Atmos ") rates as a result of settlement between Atmos and the Atmos Texas Municipalities ( "ATM ") under the rate review mechanism; and providing an effective date. Ordinance No. 2013 -299 GG. Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the constriction of the Southwest Elevated Storage Tank for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (Bid 5350- awarded to Landmark Strictures I, L.P. in an amount not to exceed $5,074,000). Approved the minutes listed below. HH. Consider approval of the minutes of: September 10, 2013 September 17, 2013 Item DD was considered. DD. Consider adoption of an ordinance authorizing the City Manager or his designee to execute a temporary access permit (the "Permit "), by and between the City of Denton, Texas and EagleRidge Operating, LLC, a Texas limited liability company ( "EagleRidge "), granting a license to EagleRidge to temporarily access certain City owned lands located in the James Edmonson Survey, Abstract Number 401 and the James L. Harris Survey, Abstract Number 555, located generally 1,800 feet southwest of the intersection of South Bonnie Brae and Vintage Boulevard, City of Denton, Denton County, Texas, in connection with the overland transport of water for gas well operations; and providing an effective date. The following individuals submitted Speaker Cards: Cathy McMullen, 805 Ector, Denton, 76201 - against the proposal Adam Briggle, 1315 Dartmouth, Denton, 76201 - against the proposal Ed Soph, 1620 Victoria, Denton, 76209 - against the proposal Cheryl Amstut, 3228 Hornbeam, Argyle, - comment card only not a speaker - against Mayor Pro Tem Kamp questioned if the water was going to be used for new well sites or current well sites. Paul Williamson, Real Estate Manager, stated that he was not sure what the water was going to be used for. Mayor Burroughs stated that there was nothing to indicate whether the water would be transported to any particular well site. Williamson stated that there was no information regarding a specific well site. City of Denton City Council Minutes October 15, 2013 Page 13 Mayor Pro Tem Kamp motioned, Council Member Hawkins seconded to postpone Item DD in order to receive additional information whether the water would be used at new well sites. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins — "aye ". Motion carried unanimously. 5. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2013 -300 A. Consider adoption of an ordinance authorizing the City Manager, or his designee, as Denton's authorized representative, to accept on behalf of the City of Denton an offer from the Texas Department of Transportation (TxDOT) relating to a grant supplement for preparation of a Master Plan for Airport Development at the Denton Enterprise Airport; confirming agreement to pay additional project cost in the amount of $114,241; and, providing an effective date. The Airport Advisory Board recommends approval (4 -0). Quentin Hix, Director of Aviation, presented the background information on the item. The ordinance would approve a supplement to a previously approved grant to Denton for a master plan for the Airport Development. Ten percent of the cost would be paid by the City and 90% would be paid by the grant. Additional work included scope of work for three items: environmental assessment for the west side of the Airport for a parallel runway; water /wastewater master plan at the Airport, and surface transportation master plan. The three additional planning efforts increased the City's portion to $114,242. Mayor Burroughs asked if the City's portion would be paid from the Airport gas well fund or a combination of proceeds from operations or just operations. Hix stated that the funding would be from gas well royalty funds. Council Member Gregory motioned, Council Member King seconded to adopt the ordinance. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins — "aye ". Motion carried unanimously. Ordinance No. 2013 -301 B. Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute on behalf of the City of Denton an acceptance of an offer from the Texas Department of Transportation relating to a grant for the Routine Airport Maintenance Program; authorizing the City Manager to expend funds provided for in the grant program; and, declaring an effective date (TxDOT Project No.: AM 2014DNTO and CSJ No.: M1418DNTO). The Airport Advisory Board recommends approval (4 -0). Patrick Carreno, Airport Operations Manager, presented the information on the item. This was a yearly grant for help with small maintenance projects throughout the year. The grant was capped at $50,000 with a $50,000 City match. Funding would be used for concrete repairs, fencing, painting, asphalt, and maintenance money to maintain the airport. City of Denton City Council Minutes October 15, 2013 Page 14 Mayor Pro Tem Kamp motioned, Council Member King seconded to adopt the ordinance. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins — "aye ". Motion carried unanimously. 6. PUBLIC HEARINGS Ordinance No. 2013 -302 A. 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 5.44 acres of land within a Regional Center Commercial Downtown (RCC -D) zoning district classification and use designation, located on the north side of Pockris Page Road, east of I -35, and directly west of the DCTA rail line, within 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. (513 -0002) The Planning and Zoning Commission recommends approval (6 -0). Brian Locldey, Director of Planning and Development presented the details of the proposal. He noted that this was an expansion of an existing DME substation. A specific use permit was required due to the definition of a basic utility. He reviewed the zoning map, site plan with the existing facility and the expanded facility. The expansion was needed in order to keep up with the existing demand and to provide services to the southern portion of the City. Several neighborhood meetings were held regarding the proposal. The Planning and Zoning Commission recommended approval with two conditions. Those conditions were that a perimeter masonry security wall would be constricted with a minimum height of ten feet and a minimum of 29% tree canopy on the area outside of the substation. Landscaping was not required inside the substation. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member King motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins — "aye ". Motion carried unanimously. Ordinance No. 2013 -303 B. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending Subchapter 35.13.7.B.2 of the Denton Development Code pertaining to landscape maintenance standards; and providing for a penalty in the maximum amount of $2000.00 for violations thereof, severability and an effective date. (DCA12 -0004) The Planning and Zoning Commission recommends approval (6 -0). City of Denton City Council Minutes October 15, 2013 Page 15 Brian Locldey, Director of Planning and Development, presented the details of the amendment. The amendment would clarify the requirement for routine landscape maintenance and would transfer the information from the criteria manual to the Denton Development Code. It was not increasing or changing any requirements - just moving the requirements to the Denton Development Code. He reviewed the current code, the current site design criteria manual language and the proposed code amendment. The Planning and Zoning Commission recommended approval as did staff. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Hawkins motioned, Mayor Pro Tem Kamp seconded to adopt the ordinance. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins — "aye ". Motion carried unanimously. C. Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Neighborhood Residential 2 (NR -2) zoning district and use classification to a Neighborhood Residential Mixed Use (NRM[_J) zoning district and use classification; with an overlay on approximately 10.112 acres of land. The property is located at the southwest corner of Teasley Lane and Pennsylvania Drive, in the City of Denton, Denton County, Texas; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing for a severability clause and an effective date. (Z13 -0003) The Planning and Zoning Commission made a motion of approval, however the motion failed (2 -3). Mayor Burroughs noted that there were not more than five members of the Council at the meeting so there was no super majority for this meeting. A supermajority was required because 20% of the neighboring property owners were in opposition to the proposal plus the proposal was denied by the Planning and Zoning Commission. Actions on this item included postponing, remanding or denying the proposal. A request by the existing applicant was to withdraw the proposal. It was kept on the calendar to provide for every opportunity for consideration of the item. Mayor Pro Tem Kamp stated that Council wanted to give every opportunity for DATCU to come before Council with the proposal. She expressed her support for DATCU and with Dale Kimball. She hoped DATCU would remain in Denton. Council Members King and Gregory expressed the hope that the DATCU would remain in Denton. Council Member Hawkins expressed appreciative of all of volunteers for DATCU and hoped the relationship continued. City of Denton City Council Minutes October 15, 2013 Page 16 Mayor Burroughs felt the Credit Union had a long term legacy in Denton as a financial center for the northern portion of the Metroplex. He felt would be a shame if it moved to another city and hoped that it would stay in Denton. Mayor Pro Tem Kamp motioned, Council Member King seconded to remand the proposal back to the Planning and Zoning Commission. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Gregory, Council Member King, Council Member Hawkins — "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 an initial 51,200 square foot office building, with expansions proposed in the future, to include two (2) additions of approximately 16,000 square feet each, for a total of 83,200 square feet within a proposed Neighborhood Residential Mixed Use (NRMU) zoning district classification and use designation. The approximately 10.112 -acre property is located at the southwest corner of Teasley Lane and Pennsylvania Drive, within the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing for a severability clause and an effective date. (S13 -0001) The Planning and Zoning Commission recommends approval, with conditions (4 -1). Mayor Burroughs noted that this item was withdrawn from consideration. 7. CITIZEN REPORTS There were no citizen reports at this point in the agenda. 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 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. City of Denton City Council Minutes October 15, 2013 Page 17 Council Member King and Mayor Pro Tem Kamp stated that October 20th would be the Industrial Street Pop Festival. Council Member Hawkins invited everyone to attend the Day of the Dead Festival. Mayor Burroughs stated that 770 people signed up to participate in the Mayor's Mile and that even with the rain, there was a good turnout. 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 Session. With no further business, the meeting was adjourned at 8:20 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES October 22, 2013 After determining that a quorum was present, the City Council convened in a Special Called Session on Tuesday, October 22, 2013 at 1:00 p.m. in the Council Work Session Room, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp; Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins ABSENT: None I. Receive a report and hold a discussion concerning Risk Level 5 of the Mosquito Surveillance and Response Plan of the City of Denton. Kenny Banks, Director of Environmental Services and Sustainability, stated that on July 25, 2013 staff received notification from the Denton County Public Health Department of a West Nile Vines (WNV) positive human case. The onset of the care was estimated to be June 17, 2013. A Rick Level 4 was enacted July 26, 2013. Staff received notification of a second positive human cased on October 16, 2013. The estimated onset of that case was September 30, 2013. Risk Level 5 was enacted October 18, 2013, based on the trigger condition of "multiple human cases ". Risk Level 5 control measures included consideration of targeted adulticide applications using ground -based spraying equipment. A decision was needed by resolution approved by the Council, prior to the first application of each mosquito season. Those control measures included (1) time of year, (2) current level of mosquito activity, (3) weather conditions, (4) number of local mosquito pools which tested positive for disease from samples around the city, (5) likely time until a killing frost, and (6) epidemiological data from human cases of WNV. Banks reviewed a comparison of 2012 and 2013 WNV case information in terms of number of cases, kinds of cases and mosquito pools. As of October 18, 2013, 418 mosquito traps were deployed and analyzed by the State and 201 traps were deployed for Rapid Analyte Measurement Platform analysis for a total of 619 traps. One sample tested positive on October 1, 2013 at Robson Ranch with a subsequent sample testing negative on October 10, 2013. The sampling on October 16, 2013 at Robson did not have enough mosquitoes to test. That was similar for all traps deployed that night around the City. A comparison of 2013 and 2013 was reviewed in terms of number of trap events, number of positive WNV traps, human cases, earliest human case, latest human case, and onset for latest human case. Weather data was also reviewed in terms of temperature. A resolution was included in the agenda for consideration which was similar to the one Council approved last year. Staff was ready to initiate spraying if Council decided to proceed with approval of the resolution. 2. Consider approval of a resolution authorizing control measures to be taken by the City of Denton, Texas concerning Risk Level 5 of the Mosquito Surveillance and Response Plan of the City of Denton; and declaring an effective date. Mayor Burroughs asked about specific locations for spraying. City of Denton City Council Minutes October 22, 2013 Page 2 Banks stated that the spraying would be done where the human cases were detected. Last year spraying was allowed in areas if there were three or more positive traps. Council Member Gregory stated that some cities in the North Texas area started spraying in May /June. He asked about the data showing their incidences of positive traps as opposed to Denton' s. Banks stated that Flower Mound sprayed for every positive trap, Lewisville sprayed for every positive trap as did Highland Village. Council Member Gregory asked if spraying made a difference. Banks stated that the application killed mosquitoes but the long term projection was that it was not effective. Spraying was a short term kill. Council Member Gregory asked about the concentration of the spray. Banks stated the Duet used made the mosquitoes fly which was the best use of the spray. Council Member Gregory questioned if the Council voted in favor of the resolution, would it be just for one authorized area. Banks stated that it would authorize spraying in every human case. Council Member Hawkins asked about the cost for the spraying. Banks stated the cost was $800 - $1000 for each spray event. Council Member Roden asked if post spray trap analysis was done last year. Banks stated that some post spraying analysis was done. It was a difficult task as there were many variables to consider. Council Member Roden asked if there was a corresponding positive trap with the October 16th human case. Banks stated there was no trap in proximity to the case. Mayor Burroughs suggested for future years, consider moving a trap nearby for corresponding data if a human positive case was found with no trap nearby. Council Member King stated that the logical response was to spray at the location where a positive case lived. However, there were many other factors involved. Council Member Engelbrecht questioned the idea of spraying long after the onset which may or may not have been contracted in that area. City of Denton City Council Minutes October 22, 2013 Page 3 Mayor Burroughs stated that there were not the densities of mosquitoes as last year. It was late in the season and spraying would be a short term program. Council Member Hawkins asked about notices posted about the spraying. Banks stated that normally a 24 hour notification was done but a 48 hour notice could be possible. An automatic call was done for all utility account holders in the area. DTV, Code Red and website information was also done. Mayor Burroughs stated that the spraying was only good for adult mosquitoes and was not for future mosquitoes. If everything possible was not done, there was a potential for great problems. Council Member King was in favor of following the plan currently in place. Council Member Hawkins agreed with Council Member King. Mayor Pro Tem Kamp motioned, Council Member Hawkins seconded to approve the resolution. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, and Council Member Hawkins — "aye ". Motion carried unanimously. Following the completion of the Special Called Session, the City Council convened in a Closed Meeting to consider the item listed below under the Closed Meeting section of this agenda 1. Closed Meeting A. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with Gas Well Ordinance regulation of gas well drilling and production within the City Limits and the extraterritorial jurisdiction, including Constitutional limitations, statutory limitations upon municipal regulatory authority, statutory preemption and /or impacts of federal and state law and regulations as it concerns municipal regulatory authority and matters relating to enforcement of the ordinance, as well as the status and strategic considerations associated with litigation pending in the 211th District Court of Denton County, Texas styled City of Denton, Texas v. EagleRidge Energy, LLC and EagleRidge Operating, LLC, Cause No. 2013 - 30217 -211. Following the completion of the Closed Session, the Council returned to Open Session and with no further business, the meeting was adjourned. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES October 29, 2013 After determining in Special Called Open Session that a quorum was present, the City Council convened in a Special Called Closed Meeting on Tuesday, October 29, 2013 at 4:00 p.m. in the Council Work Session Room. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins ABSENT: None 1. Closed Meeting A. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with Gas Well Ordinance regulations and Fire Code regulations relating to gas well drilling and production and safety issues regarding gas well drilling and production within the City Limits and the extraterritorial jurisdiction, including Constitutional limitations, statutory limitations upon municipal regulatory authority, statutory preemption and /or impacts of federal and state law and regulations as it concerns municipal regulatory authority and matters relating to enforcement. Following the completion of the Special Called Closed Meeting at 5:40 p.m., the City Council convened in a Special Called Session to consider the following: Ordinance No. 2013 -304 1. Consider adoption of an ordinance of the City of Denton, Texas amending Chapter 29 of the Code of the City of Denton, Texas, regarding the adoption of the International Fire Code, 2009 edition, by adding Subsection 105.6.47 and Subsection 34063.9, relating to permits for drilling and operating gas wells; providing for severability; and providing for an effective date. City Attorney Burgess stated that the proposed ordinance amended the current ordinance and set a sequencing of gas well fire permits. No fire permit would be issued until the Gas Well Division issued a permit. Council Member Gregory questioned what information was provided when applying for a permit. Laura Behrens, Fire Marshal, stated information was provided for the requirements for fire safety. The Fire Marshal's Office also did a site visit to check for fire safety and then issued the permit. Council Member Roden stated that he understood the process but this ordinance was clarifying the process for everyone would know. City of Denton City Council Agenda October 29, 2013 Page 2 City Attorney Burgess stated that the ordinance would clarify what the process was, what it currently was and what it would be. Council Member Gregory motioned, Mayor Pro Tem Kamp seconded to adopt the substitute ordinance. On roll call vote: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, and Council Member Hawkins — "aye ". Motion carried unanimously. With no further business, the meeting was adjourned at 5:45 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES November 4, 2013 Joint meeting of the City of Denton City Council and the Planning and Zoning Commission on Monday, November 4, 2013 at 11:30 a.m. in the Council Work Session Room. PRESENT: Mayor Burroughs, Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins ABSENT: None 1. Call to order; announce quorum, introductions. Mayor Burroughs called the meeting to order and announced that a quorum of the Council was present. Commissioner Chair Schaake called the Planning and Zoning Commission to order and announced that a quorum of the Commission was present. Introductions were made for both entities. Mayor Burroughs stated that he was glad everyone could attend. The boards and commissions were outreaches of Council and help Council with their decisions. Council relied on their comments on the issues coming through Planning and Zoning. He encouraged the Commissioners to ask if they had elements of clarification they needed from Council. 2. Receive a report, hold a discussion, and give staff direction on the Prioritization of Strategic Initiatives for the Planning and Development Department. Bryan Locldey, Director of Planning and Development, presented an overview of the topic. He stated that the agenda for the meeting would include the purpose of the meeting, an overview of Planning and Development activities, project inception, project prioritization criteria, project prioritization goals, project lists and staff recommended prioritization. The purpose of the joint meeting was to receive input and request Planning and Zoning Commission and City Council direction on the Prioritization of Planning and Development Department projects. Prioritization of Strategic Initiatives included restructuring of the department with the creation of two sections — development services and neighborhood services. Goals of development services included the creation of a permit center, the goal of 80% online submittals of all building permits types by 2015, an expedited review process, and the implementation of a team approach to development. Neighborhood services included the development of neighborhood programs, the establishment of goals, an annual program calendar, evaluation criteria, and reporting. Development Review would be centered on the development of neighborhood programs with the establishment of goals, an annual program calendar, evaluation criteria and reporting. Development Review was comprised of representatives from several City departments. The key function of Development Review would be to review, evaluate, and analyze development applications. Other functions included ensuring consistency with the Denton Plan, the Denton City of Denton City Council Minutes November 4, 2013 Page 2 Development Code and all other applicable codes, regulations, state and city laws. On average, the Development Review Committee annually processed 444 development applications. This equated to approximately 836 hours of staff time annually dedicated to this function. In the Neighborhood Planning area staff was in the initial process of developing annual neighborhood programs for implementation. Staff would be establishing goals, objectives, costs, marketing and outreach, and program frequency. A report regarding the results of the programs would be provided. Neighborhood planning reviewed the development of neighborhood planning projects and acted as a conduit to connect neighborhoods with other city resources. It would involve the implementation of a neighborhood resource team program. Project inception — included the City Council, City Manager's Office through Planning and Development, Council appointed boards and commissions, the Denton community through business, development, or neighborhood segments. The Planning and Development Department served as liaison to 6 council appointed boards and commissions. Those included the Planning and Zoning Commission, the Historic Landmark Commission, the Zoning Board of Adjustment, Human Services Advisory Committee, Community Development Advisory Committee and the Health and Building Standards Commission. Locldey reviewed an example of a project working through the Planning and Development Department through various boards and commissions. Mayor Burroughs questioned how staff viewed an initiative that was not vetted through Council or not given a policy direction from Council. Staff could spent a lot of time on a project but Council might not want to deal with it. Locldey stated that staff was proposing a formal process for initiating projects that were requested by boards and commissions and the Denton community. It provided staff direction on the requests that should be researched and forwarded to Council for consideration. It also provided feedback to staff and a response to project requests. Council Member Roden asked if requests coming via boards /commissions were random at this point. Locldey stated yes, in some cases. Council Member Roden stated that an annual report to Council from the Boards and Commissions was created several years ago. With an annual report, each board or commission that was generating such requests would have a time to consolidate their ideas and put them in perspective. Locldey stated that part of the formal process could include how frequent to bring the ideas to Council and how the process would proceed. Mayor Burroughs stated that depending on a project, some things were comprehensive like an overlay district which was a big concept with many moving parts. Others might be very specific City of Denton City Council Minutes November 4, 2013 Page 3 and not considered a project. If specific issues with codes or process were identified that might currently be frustrating, there would be flexibility to maneuver with those issues. Commissioner Schaake stated that the Planning and Zoning Commission had done that frequently and had a section on their agenda. The Commission had asked staff to return information to them regarding the issues they forwarded to Council. Mayor Pro Tem Kamp asked what the process was if the Commission had a question or wanted feedback on an issue. Locldey stated that staff was given direction during a Planning and Zoning Commission meeting regarding questions or clarification. Staff then returned with the information at a subsequent meeting or sent out the information in a memo. Mayor Pro Tem Kamp stated that Council wanted feedback from boards and commissions and questioned why quarterly reports were not presented. City Manager Campbell stated that each of the boards and commissions could send a report if it had something to present. However, the report was not mandatory. A reminder could be sent out regarding whether they wanted to send a report or not. Commissioner Schaake stated that the Commission had recently asked to have more work sessions on issues. Council Member Gregory suggested that in accordance with the April /May budget cycle, every board or commission could be asked if they had any initiatives for Council to consider. They could provide a report by May if they had anything for Council. Commissioner Reece asked about where to go to create more flexibility in the process if needed. Mayor Burroughs suggested identifying examples of what was being asked for and could not be given and thoughts of what the flexibility would look like. Council Member Roden suggested asking citizens to help with research on projects they presented. Locldey stated that a subcommittee could be formed to help fine tune requests. He continued that staff proposed a formal process for initiating projects that were requested by Boards and Commissions and the Denton community. This process would provide staff direction on the requests that should be researched and forwarded to City Council for consideration and provided feedback to staff and response to project requests. Project Prioritization Criteria - staff had initiated eleven Council directed projects. Staff also discussed other projects with Council that had not been initiated. As projects had been discussed, staff had shifted focus and reallocated resources to reflect what staff had interpreted as Council wishes. All projects would impact the organization and community in some way. Staff developed criteria that included various factors to assist in the prioritization of projects and had initiated projects that had yet to be presented to the Planning and Zoning Commission and City of Denton City Council Minutes November 4, 2013 Page 4 Council for consideration. A list of other projects that had been discussed but were not included in the prioritization was included. Staff provided a recommended prioritization for Planning and Zoning Commission and City Council consideration. Project prioritization criteria included projects that had made considerable progress towards completion; projects that had been committed to the Denton community; projects that were funded; and projects that had an influence on other aspects of the organization. Project Prioritization Goals were to (1) keep pace with the growth in development and population anticipated to occur in the coming years, (2) allow for the implementation of processes and procedures for Development and Neighborhood Services sections, and (3) provide staff with clear direction on priorities to complete in the coming years. The goals also included proper allocation of resources, maintaining and in certain instances improving service delivery to the customer base and achieving the goals of the City Council and the Planning and Zoning Commission. Project lists - staff divided the projects into Tiers and ranked the projects in the order of completion. Each Tier spanned one year and began this fiscal year. Staff proposed completion of the 11 identified projects by 2016. Tier 1 contained projects already initiated that could be completed in 2014; Tier 2 projects were those that had been initiated that could be completed in 2015 and Tier 3 were projects that may be completed in 2016. Tier 1 included a comprehensive plan update, the establishment of infill and redevelopment standards, tree trusts and tree code amendments and the DTIP /form based code. Tier 2 included 2010 annexations, a mobility plan update for infill and redevelopment, the sign code ordinance, wayfinding sign program, and the Central Business Dlstrlct/DTIP boundary adjustment. Tier 3 projects that may be completed in 2016 included the Downtown parking standards. Mayor Pro Tem Kamp asked where highway billboards fit in. Locldey stated that this was not a City issue yet but would have to be addressed. Council Member Engelbrecht asked for an update on the billboard issue. Commissioner Bentley stated that the City was already getting applications for downtown development and he hated to do those developments with no parking standards in place. Locldey stated that in reviewing all of the projects in Tier 1 and Tier 2, some of those projects could be moved forward to one of the other tiers. However, in doing so, other projects would have to have an adjusted time frame. Council Member Gregory stated that he understand the time constraints. He felt it would be appropriate to have more in -depth parking discussions with discussions of form based code. City of Denton City Council Minutes November 4, 2013 Page 5 Commissioner Schaake felt that there might be some benefit to package all of this together. She questioned if they were all separate pieces or did they integrate together. She questioned if it would be better to do them all at once rather than in pieces. Commissioner Connor stated that there already were some of those issues in progress. Mayor Burroughs stated that it might be hard to do with individual projects coming through the process. Consolidating might drag down the process. His sense was to move as quickly as possible where it was possible. Other projects discussed with Council included: (1) Better Block program with a suggestion to hire a consultant to coordinate a site; (2) Downtown open space to be coordinated with Parks and Recreation for locations for public space; (3) Planned Development ordinance which would amend the Denton Development Code to allow for various acreages and options for planned development; and (4) neighborhood planning program to develop programs targeted for neighborhood improvement. Commissioner Taylor suggested having a set of programs such as a Downtown program that had all of the Downtown projects incorporated into it. Organize a set of programs instead of distinct projects. Commissioner Reece felt that there needed to be a level of flexibility for staff or the Commission to work with the projects coming before the Commission. He would like to know what could be done in terms of flexibility. Council and the Commission discussed the flexibility of projects and the proposed projects listed on the three tiers. Council Member King asked about a mechanism for staff to suggest ideas to developers. Commissioner Connor suggested having developers or engineers come first and give a presentation to the Commission for advanced information. This would be done before final approval in order to be able to adjust the proposal. Mayor Burroughs stated that there were legal issues involved for some of those processes. Staff presenting a proposal without all of the complete information could be a legal problem. He suggested subcommittees for neighborhood services and one for development services to talk about these kinds of issues. That would avoid staff having another whole level of preparation which might add weeks to a project. This process would be as informal as possible and would be a goal that would allow a vetting in an informal manner but still remain in proper legal status. Commissioner Schaake suggested an expanded work session which would help for everyone to know about a proposal and not just part of the commission information. Locldey asked about feedback regarding Tier 1. Consensus of the Council was to proceed and they would process the procedures. City of Denton City Council Minutes November 4, 2013 Page 6 Locldey stated that Tier 2 would be revisited at a following meeting. Commissioner Schaake suggested getting in touch with the people who sent in emails regarding the Better Block program and use them to form a Better Block task force to help move the project along. Locldey stated that staff could move forward with Tier I and bring forward the Better Block program for consideration, Council Member Engelbrecht felt that the Downtown open space was an issue for the neighborhood group rather than the development side. Locldey stated that staff would consider that change. Commissioner Connor suggested moving parking standards to Tier 2 as it was an important issue at this time. Mayor Pro Tem Kamp stated that several things had to happen before the Bond Committee considered a parking garage as that might change the dynamics of parking in the area. Commissioner Briggle brought up the issue of gas wells on Bonnie Brae. She suggested finding time to tie up loose ends and loop holes in the gas well ordinance. She felt they should be addressed sooner than later. Mayor Pro Tem Kamp felt more information on the enforcement portion of the ordinance was in order. Mayor Burroughs stated that Council was receiving updates on the legal process. A possibility was to have staff present a summary to the Planning and Zoning Commission so they could understand what the situation was in terms of ongoing legal issues. 3 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 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. Commissioner Strange suggested considering putting the I35 widening on a priority list. Areas to consider would be how the City planned on how the design would take place, how that would impact businesses, etc. plus include an update on the status of the progress and the items being worked on. City of Denton City Council Minutes November 4, 2013 Page 7 With no further business, the joint meeting was adjourned at 1:30 p.m. Following the completion of the Joint Meeting, the City Council convened in a Closed Meeting at 1:40 p.m. to consider the specific items listed below under the Closed Meeting section of this agenda. Closed Meeting: A Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City's attorneys regarding the present status of settlement negotiations regarding pending litigation styled: The City of Denton, Texas v. The University of North Texas, Cause No. 2008 - 20043 -158, now pending before the 158th Judicial District Court of Denton County, Texas, having been remanded to the trial court by the Fort Worth Court of Appeals for further proceedings; and discuss, deliberate and provide the City's attorneys with direction and any recommendations regarding such legal matter. A public discussion of this legal matter would conflict with the duty of the City's Attorneys to the Public Utilities Board under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. With no further business, the Council reconvened in Open Session and adjourned at 2:10 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES November 5, 2013 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, November 5, 2013 at 3:00 p.m. in the Council Work Session Room. PRESENT: Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins ABSENT: Mayor Burroughs 1. Citizen Comments on Consent Agenda Items There were no citizen comments on Consent Agenda Items 2. Requests for clarification of agenda items listed on the agenda for November 5, 2013. Council Member Gregory stated that Consent Agenda Items C, D and E were agreements for buying interlocal purchases with other cities. He questioned if other cities entered the same kind of agreements with the city of Denton. City Manager Campbell stated that it did happen and that just recently another city had entered into an agreement with Denton for technology services. The Council convened in a Closed Session at 3:07 p.m. to consider the following: I. Closed Meeting: A. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorney - 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 T. Toby Survey, Abstract No. 1288, City of Denton, Denton County, Texas, and generally located along the west side of North Locust Street between Hercules Lane and Loop 288. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. 2. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests located in the James Perry Survey, Abstract No. 1040, John Scott Survey, Abstract No. 1222, John Bacon Survey, Abstract No. 1541, and the John Davis Survey, Abstract No. 326, City of Denton, Denton County, Texas, and generally located along Western Boulevard between Airport City of Denton City Council Minutes November 5, 2013 Page 2 Road and Jim Christal Road. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. B. Consultation with Attorney - Under Texas Government Code Section 551.071. 1. Consultation with the City's attorneys regarding legal advice pertaining to street maintenance fees where a public discussion of this legal matter would conflict with the duty of the City's Attorneys to the City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 2. Consult with City's attorneys regarding legal issues and legal challenges arising out of municipal ordinances regulating the operation and location of credit access businesses, including Denton ordinance 2013 -073 and possible amendments thereto, as well as the status and strategic considerations associated with litigation pending in the 16th District Court of Denton County, Texas styled ACE Cash Express v. City of Denton, cause no. 2013 - 10564 -16. 3. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with Gas Well Ordinance regulations and Fire Code regulations relating to gas well drilling and production and safety issues regarding gas well drilling and production within the City Limits and the extraterritorial jurisdiction, including Constitutional limitations, statutory limitations upon municipal regulatory authority, statutory preemption and /or impacts of federal and state law and regulations as it concerns municipal regulatory authority and matters relating to enforcement. Following the completion of the Closed Session, the Council returned to the Work Session items. 3. Receive a report, hold a discussion, and give staff direction regarding the proposed 2014 Bond Program. Chuck Springer, Director of Finance, stated that the formal agenda contained an item for the beginning of appointments to the Bond Committee. The actual resolution would be considered at the November 19th Council meeting. The Communication Program would include information on the city website, a press release, information on social media, eNews Group, DTV and the Employee newsletter. Direction from the Council was to form a 50 member committee with 7 members appointed by each council member. It was not determined if the Council would appoint the chair. Mayor Pro Tem Kamp stated that was what had been done with prior bond committees. City of Denton City Council Minutes November 5, 2013 Page 3 Council Member Engelbrecht questioned if there were co- chairs in the past. Mayor Pro Tem Kamp stated that historically only one chair was appointed in the past. Because of the size of the committee, subcommittees were often used. Council Member Engelbrecht stated that he would like to keep the idea open for co- chairs. Council Member Roden stated that he would like to have the Council appoint the chair. Council should keep each other informed of the names they were considering. Council Member Engelbrecht questioned if the names could be submitted to staff. City Manager Campbell suggested submitting the names to the City Secretary. Council Member Roden stated that he would be looking for diversity in his appointments. Mayor Pro Tem Kamp stated that she would be seeking people who might not have thought to submit an application but who would be a good addition to the committee. Council Member Gregory stated Council should take into consideration the applications which had been submitted but because this was such an important issue, there was a need for diversity on the committee. The committee would also be explaining the bond program to the public so individuals needed to be representative of the community. Springer stated that the Committee Charge included the following projects: (1) Fire Stations 43 and 44 reconstruction; (2) $12 million for street reconstruction, and (3) Magnolia Street Drainage Phase 2 —Hinkle Project. Council Member Roden stated that he was taken off guard by the third item on the constriction list, the Magnolia Street Drainage Phase 2. He didn't remember adding that item that high in the list. Howard Martin, Assistant City Manager, stated that it did not make sense to do Hinkle Drive if the underlying drainage was not done. That had been discussed at the prior Council planning session. He didn't want all of the projects to be Council driven, he want them to be citizen driven. Council Member Gregory requested a list of individuals who served on the prior bond committee in order to have some continuity on the new committee. Council Member Engelbrecht also requested the list of members from the 2005 committee. Springer asked if Council wanted to remove the Hinkle from the list. City Manager Campbell stated that it would be indicated that these three items were suggestions from Council. A presentation would be made regarding the importance of the drainage project along with the street project on Hinkle. City of Denton City Council Minutes November 5, 2013 Page 4 Springer continued with the committee charge to focus on existing facilities and infrastructure; recommend the overall size, tax rate implications, and projects for the 2014 election; consider public art based on Council policy, and the committee would formally end on August 1, 2014. 4. Receive a report, hold a discussion, and give staff direction regarding a transportation user fee. City Manager Campbell stated that this item would take about 30 minutes. Consensus of the Council was to consider this item after the completion of the regular session. Regular Meeting of the City of Denton City Council at 6:47 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 There were no proclamations /presentations for this meeting. 3. CITIZEN REPORTS There were no citizen reports scheduled for this meeting. 4. CONSENT AGENDA Council Member King motioned, Council Member Roden seconded to approve the Consent Agenda and the accompanying ordinances and resolutions. On roll call vote: Mayor Pro Tem Kamp, Council Member Engelbrecht, Council Member Gregory, Council Member King, Council Member Roden, Council Member Hawkins — "aye ". Motion carried unanimously. Ordinance No. 2013 -305 A. Consider adoption of an ordinance of the City of Denton, Texas authorizing the expenditure of funds for payments by the City of Denton for electrical energy transmission fees to those cities and utilities providing energy transmission services to the City of Denton; and providing an effective date (File 5388 - Electrical Energy Transmission Fees for Fiscal Year 2013 -14 in the total amount of $2,856,319.94). The Public Utilities Board recommends approval (7 -0). City of Denton City Council Minutes November 5, 2013 Page 5 Ordinance No. 2013 -306 B. Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Purchasing Program Agreement with the North Central Texas Council of Governments ( NCTCOG) under Section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in the NCTCOG Cooperative Data Program; authorizing the expenditure of funds therefor; and declaring an effective date (File 5355- Cooperative Program Agreement with the North Central Texas Council of Governments for Cooperative Data Program (CDP) in the amount of $6,000). Ordinance No. 2013 -307 C. Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract with the Houston- Galveston Area Council of Governments (H -GAC) for the acquisition of one (1) flushing /vacuum trick for the City of Denton Wastewater Collections department; and providing an effective date (File 5393- Purchase of Vacuum/Flushing Trick awarded to Rush Trick Center, Houston in the amount of $98,572 for the cab /chassis and GapVax, Inc. in the amount of $197,475 for the trick body for a total award of $296,047). The Public Utilities Board recommends approval (7 -0). Ordinance No. 2013 -308 D. Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with the City of DeSoto, Texas under Section 271.102 of the Local Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5368 - Interlocal Agreement with the City of DeSoto). Ordinance No. 2013 -309 E. Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with the North Central Texas Council of Governments ( NCTCOG) under Section 791.001 of the State of Texas Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5387 - Interlocal Agreement with the North Central Texas Council of Governments for Electronic Warrant Payment Services). Ordinance No. 2013 -310 F. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute an agreement between the City and Fred Moore Day Nursery School to provide Community Development Block Grant funds for improvements to the facility at 821 Cross Timber Street, Denton, Texas; authorizing the expenditure of funds therefore, not to exceed $268,400; and providing for an effective date. Ordinance No. 2013 -311 G. Consider approval of the Public Art Committee's recommendation to select Christie Wood as the artist for the sculpture of Pops Carter as public art for the City of Denton City Council Minutes November 5, 2013 Page 6 City of Denton; and declare an effective date. The sculpture will cost $29,200 and will be consistent with the City of Denton Public Art policy approved by Resolution R2013 -021, and be funded with Hotel Tax revenues previously authorized and encumbered for such purpose. The Public Art Committee recommends approval with a vote of 6 -0. Ordinance No. 20 13 -3 12 H. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the Mayor to execute a Second Amendment to Interlocal Cooperation Agreement Street Right -of -way Use License (the "Amendment "), between the Denton County Transportation Authority ( "DCTA ") and the City of Denton, Texas ( "CITY "), as attached hereto and made a part hereof as Exhibit "A ", the amendment amending that certain Interlocal Cooperation Agreement Street Right -of -way Use License ( "Interlocal Agreement "), by and between the City and DCTA, Amendment providing for additional street right -of -way of the CITY to DCTA to constrict, operate and maintain bus shelters and related bus passenger amenities in locations more particularly described in the Amendment; and providing for an effective date. Ordinance No. 20 13-3 13 L Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Contract of Sale (herein so called), as attached hereto and made a part hereof as Exhibit "A ", by and between North Locust Properties, LLC (the "Owner "), and the City of Denton (the "City "), regarding the sale by Owner and purchase by the City of a 2.493 acre tract of land, more or less, situated in the T. Toby Survey, Abstract No. 1288, in the City of Denton, Denton County, Texas, as more particularly described in Exhibit "A" to the Contract of sale (the "Property Interests "), for the purchase price of One Hundred Seventy Two Thousand Seven Hundred One and no /100 dollars ($172,701.00) (the "Purchase Price ") authorizing the City Manager, or his designee, to make an offer to purchase the property interests from the Owner for such purchase price, and execute and deliver any and all other documents necessary to accomplish closing of the transaction contemplated by the Contract of Sale; authorizing the expenditure of funds therefore, and providing an effective date. (The Public Utilities Board recommends approval (7 -0). Ordinance No. 20 13-3 13 J. Consider adoption of an ordinance of the City of Denton, Texas, nunc pro tunc, correcting an inadvertent mistake in Ordinance No. 2004 -233 relating to the authority of the Historic Landmark Commission, specifically its adoption of Section 35.7.6.10d of the Denton Development Code; providing for a penalty in the maximum amount of $2,000.00 for violation thereof, providing for severability, savings and supersedure; and providing for an effective date. Ordinance No. 2013 -314 K. Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Purchasing Program Agreement with the University of North Texas Murphy Center for Entrepreneurship under Section 791.001 of the City of Denton City Council Minutes November 5, 2013 Page 7 State of Texas Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5382 - Interlocal Agreement with the University of North Texas Murphy Center for Entrepreneurship for Leadership Development Training in the amount of $26,400). 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider appointments to the Citizens Bond Advisory Committee for the proposed 2014 Bond Election. Chuck Springer, Director of Finance, stated that as discussed in the Work Session, this was the Council's first opportunity to make appointments to the Citizens Bond Committee. The item would be listed again on the November 19th Council agenda. Council Member King appointed Tim Crouch, Greg Johnson, Gus Seligmann, and Reggie Hill. Council Member Hawkins appointed Joe Alford, Scott Campbell, Glenn Ferris and Larry Parker. Council Member Engelbrecht appointed Karen DeVinney and Alex Lieban. Council Member Roden appointed Keith Shelton, Kimberly Villareal- Sagert and Collette Johnson. Mayor Pro Tem Kamp appointed Randy Robinson, Hank Dickinson, Elisa Stevenson, and Mary Ann McDuff. Council Member Gregory appointed Dale Tampke, Janet Shelton and Sharon Barnhill. Council Member Roden point out the Committee would consist of 50 members and that the information concerning the committee was listed on the website. First Reading B. Consider adoption of an ordinance authorizing execution of a franchise agreement with the City of Denton, acting through its electric utility, granting a franchise to maintain, and operate facilities within the City of Corinth for the delivery and sale of electricity; providing for the payment of a fee for the use of the public rights -of -way; providing that such fee shall be in lieu of other charges; setting forth the term of the franchise; providing for the ratification and retroactive approval of said agreement; and providing an effective date. (First Reading) Phil Williams, Executive Director -DME, stated that Denton would be entering into a franchise agreement with the city of Corinth in order to provide electrical services within Corinth's city limits. As this was a franchise agreement, three readings were required. This item would appear on the next two Consent Agendas for consideration. City of Denton City Council Minutes November 5, 2013 Page 8 No action was required on this item at this time. 6. PUBLIC HEARINGS A. Hold a public hearing and consider adoption of an ordinance regarding a rezoning of approximately 75.3 acres from Neighborhood Residential 2 (NR -2) to a Neighborhood Residential 3 (NR -3) zoning district. The subject property is generally located on the south of Ryan Road, north of the Kansas City Southern Railroad, approximately 950 feet east of FM1830 and approximately 800 feet west of Forrest Ridge Road. (Z13 -0006) The Planning and Zoning Commission recommends approval (6 -1). Brian Locldey, Director of Planning and Development, presented the information on this rezoning case. The applicant was requesting the rezoning of the property from Neighborhood Residential 2 to Neighborhood Residential 3 zoning district. If the rezoning request was approved, the applicant had indicated a desire to develop the area into a single - family home subdivision. There were several site constraints that reduced the developable area. The western portion of the property contained a gas well and frac -water pond permitted in 2011. There were also other gas wells on the property that had been approved but at this time had not been drilled. Any development on the site would need to meet the setback requirements from the existing gas wells of 250 feet per the Denton Development Code. The applicant was in the process of negotiation of the surface rights /mineral rights. He reviewed the future land use, current zoning, site photos of the property, and an analysis of the criteria. Neighborhood concerns included increased traffic, school overcrowding, and increased density. The Planning and Zoning Commission recommended approval 6 -1. The dissenting vote was in regards to the traffic in that area. The Development Review Committee recommended approval of the request. Mayor Pro Tem Kamp asked if Ryan Road would be widened. Locldey replied correct. Council Member Gregory asked for an explanation in the difference in the number of homes to be constricted with NR -2 versus NR -3. Locldey stated that the difference would be based on the density of the property. NR -3 would be 3.5 units per acre that could be developed. Council Member Gregory questioned the ingress /egress to property. Locldey stated that there would have to be a secondary access to be provided in addition to Ryan Road. Council Member Gregory asked if there was something that could be done either with this rezoning case or in the future that would notify a future property owner regarding the gas wells. City of Denton City Council Minutes November 5, 2013 Page 9 Locldey stated that the gas well plats would be approved so that as it became part of the plat, the property owner would be able to find the approved plat. The negotiations of the surface rights should also be recorded as a way to notify potential property owners of the wells. Council Member Roden asked who on the Planning and Zoning Commission was concerned about the traffic. Locldey stated that it was Chair Schaake. Council Member Roden asked if there were permits for more gas wells in process. Locldey indicated on the site plan the gas wells being drilled, the sites not drilled and wells not on the site. There were two wells adjacent to but not on the site. Council Member Roden asked if "not drilled" meant allowed on the site but not permitted. Locldey stated that they were platted for the development but not permitted. Council Member Roden asked about additional requirements that were allowed to be added to a zoning case. City Attorney Burgess stated that the new gas well drilling ordinance had setback requirements. Council Member Roden asked about notifications to potential property buyers including the option of signage. City Attorney Burgess stated Legal had looked into drafting an ordinance to require some type of notice in the Development Code. For now, the suggestion of giving notice through the plat notice would meet some of the concerns from the Council and the public. Council Member Roden asked if, as the applicant moved forward, he would have to come back before Council or the Planning and Zoning Commission. Locldey stated not for the zoning, but would have to come before the Planning and Zoning Commission for the plat. Council Member Hawkins questioned the 3.5 maximum homes per unit. Locldey stated that was the maximum, because then it got into the right -of -way dedication and other issues. Council Member Engelbrecht stated that if the zoning was approved, could the Council still discuss the plat notes before that plat went before Planning and Zoning Commission. Locldey replied correct. Council Member Engelbrecht stated that the language on there was very important. He wanted to make sure when a title search was completed, that it would lead to the gas well notes. City of Denton City Council Minutes November 5, 2013 Page 10 Locldey stated that there were standard notes for plats but additional note requirements could be added. Council Member Gregory asked if the home owners would see the plat notes or would that be in the documents signed at closing. Locldey stated that the potential buyer would get a survey with the dimensions of their lot and their house. However model homes, etc. sometimes included the additional information. They could always go to the County and pull the plat themselves. There were not a lot of other options that he was aware of for those conditions. The Mayor Pro Tem opened the public hearing. The following individuals spoke during the public hearing: Thomas Fletcher, Engineer with Kimley Horn, spoke in favor. He discussed the issue of access. They had been working with the DISD to resolve the issue of access to the west of the elementary school. In order to meet the fire code additional access points would be required. He stated that the proposed development was consistent with the neighboring area and fit within the existing uses in that area and the Denton Plan. Regarding the gas well ordinance, the maximum density would be 263 versus 150 with the NR -2. Regardless of NR -2 or NR -3, the development would have to meet the setback requirements of the gas well ordinance. Council Member Gregory asked if Creekdale would be widened to make it more into a fully functional street. Fletcher stated that the road would be widened with a 65 foot right -of -way which they would be dedicating the additional right -of -way to meet the requirement. PS Arora, Wastewater Division Manager, stated that based on the mobility plan Ryan Road would be secondary arterial street so it would be widened. Council Member Gregory questioned the gas well sites. Fletcher stated that the two gas well sites located within the boundaries were never drilled or used. The surface rights for those wells had expired and because of that, they had to obtain surface waivers. Council Member Roden questioned that the total distance was between the existing gas well site that was not on the property and the houses. Fletcher stated that the existing well site was on the property. He identified the existing well site and the proposed residential development. Within the plat the gas well would have to meet the standards of the ordinance. Council Member Roden questioned if the development would be planned to go as close to the well site as possible. City of Denton City Council Minutes November 5, 2013 Page 11 Fletcher stated that they were in the development phases of the site plan and that there might be some buffer built in. There would not be a large buffer in addition to the requirement. The gas well was on a 7 acre tract by itself which included the floodplain and the frac pond. Council Member Hawkins stated that there would be no home within 1200 feet of the gas well. Fletcher stated that the ordinance allowed for residential development within 250 feet of the approved site plan. The 1200 foot separation had to do with drilling a new well. Mayor Pro Tem Kamp stated that it was a matter of which was developed first. Council Member King stated that the property was already zoned residential and the proposal was for a different residential zoning. Fletcher replied correct. Dotty Thompson, 440 W Ryan Rd., Denton, 76210 — opposed. Tara Linn Hunter Long, 804 W Hickory St., Denton, 76201 - opposed Cathy McMullen, 805 Ector St., Denton, 76201 — opposed. Brendan Carroll, 2223 Houston Place, Denton, 76201 — opposed. Mayor Pro Tem Kamp reminded citizens that this was a zoning case and the zoning of the property. Rachel Brewers, 4529 Lacewood Dr., Denton, 76201 - opposed The Mayor Pro Tem closed the public hearing. Council Member Hawkins stated that he would be voting in favor of the zoning case. This was a zoning case requesting a change in residential zoning. Changing the designation would match the zoning in the surrounding area. He hoped that future buyers would be aware of the potential of buying a home in a gas well area but this was a zoning case. Council Member Roden questioned if the developer would be willing to set back the nearest house to 1200 feet to the well site. Fletcher stated that if the nearest house was set back 1200 feet, there would not be any development. If that were the case, they would be better off to not even request the zoning change as currently with their existing zoning, they would be able to build homes within 250 feet of the well. Council Member Gregory stated that the zoning change would increase the density by 75 %. He was having trouble with the increased density as the homes across the street were NR -2. Fletcher stated that the Denton Plan discussed having a variety of uses and trying to build a well balance of various uses. City of Denton City Council Minutes November 5, 2013 Page 12 Council Member King reminded citizens this was not a gas well case. This was residential zoning to residential zoning. Adding houses around the school seemed logical, especially since the developer had been working with the DISD. Mayor Pro Tem Kamp stated there was more NR -4 adjacent to the property. Council Member King motioned; Council Member Hawkins seconded to adopt the ordinance. Council Member Gregory stated that there were many State regulations that were tilted in favor of the mineral rights owners. Individuals should investigate their home ahead of time to determine if there were special circumstances surrounding it. The current State regulations put this Council in a difficult situation. Council Member Engelbrecht stated that he would not be voting in favor of this request. He did not see a reason to increase the number of homes to be in close proximity of this well. On roll vote: Mayor Pro Tem Kamp "aye ", Council Member Engelbrecht "nay ", Council Member Gregory "nay ", Council Member King "aye ", Council Member Roden "nay ", and Council Member Hawkins "aye ". Motion failed with a 3 -3 tie. City Attorney Burgess stated that the motion failed as it was a tie vote. B. Hold a public hearing, hold a discussion, and give staff direction regarding the 2013 Water and Wastewater impact fee study. PS Arora, Wastewater Division Manager, presented the wastewater portion of the proposal. He stated that this would be a brief review of the more detailed presentation that was done in a prior Work Session. Currently there were two zones for the wastewater impact fees. He presented the projects which would be included in the CIP program along with the infill zone information. Staff recommended moving forward with a having only one zone, combining Zone 1 and Zone 2 with a $2,200 fee. The Public Utilities Board and the Capital Improvements Advisory Committee both agreed with that recommendation. Council Member Gregory asked if there was change in the recommendation since the last Work Session. Arora replied no. Tim Fisher, Water Division Manager, stated that he, too, had made a more detailed presentation at a prior Work Session and this presentation would be a review of that presentation. There were two recommendations on the water proposal. One was from the Capital Improvements Advisory Committee and one from the Public Utilities Board. Staff planned to return on November 19th with the ordinance for Council consideration. The maximum recommended impact fee for Zone IA (Infill) was $3,167, for Zone 1B (no Infill) was $5,250 and for Zone 2 was $5,753. Mayor Pro Tem Kamp opened the public hearing. No one spoke during the public hearing. City of Denton City Council Minutes November 5, 2013 Page 13 Mayor Pro Tem Kamp closed the public hearing. Mayor Pro Tem Kamp stated that no action was required on this item at this time. Mayor Pro Tem Kamp stated that Council needed to take action on Individual Item 5B. Council Member Roden motioned, Council Member Engelbrecht seconded to adopt the ordinance. On roll call vote: Council Member Engelbrecht, Mayor Pro Tem Kamp, Council Member King, Council Member Hawkins, Council Member Gregory, Council Member Roden - aye ". Motion carried unanimously. C. Hold a public hearing and consider approval of the proposed siting of an electric substation located east of Masch Branch Road and approximately 0.3 miles south of FM 1173 in the northwestern area of Denton Municipal Electric's certificated service territory, in Denton County, Texas. Brent Heath, Executive Manager of Energy Delivery, presented the background information on this project. The project would constrict a new substation near the northwest corner of the Texas Municipal Power Agency 138kV transmission loop to allow interconnection of Oncor and TMPA lines. The interconnection was necessary to provide a new 138kV source for the Denton area. A public meeting was held on September 5th with nine people attending. Four of the six comment cards completed were in favor of Option 1. Existing and proposed photos were provided. Staff and the Public Utilities Board recommended approval of Option 1. The Mayor Pro Tem opened the public hearing. Sharon McKee 2009, Vintage Circle, Krim - questioned information about an easement and its requirements. Phil Williams, General Manager -DME, stated that the project would be an intersection with the Oncor line. The existing TMPA line would stay in place. The Oncor line would be on north side of Ms. McKee's property and TMPA line was on south side of the property. Mayor Pro Tem Kamp asked Williams to meet with the property owner to answer her questions. The Mayor Pro Tem closed the public hearing. Council Member Gregory motioned, Council Member King seconded to approve Option One. On roll call vote: Council Member Engelbrecht, Mayor Pro Tem Kamp, Council Member King, Council Member Hawkins, Council Member Gregory, Council Member Roden — "aye ". Motion carried unanimously. 7. CITIZEN REPORTS There were no citizen reports for this meeting. City of Denton City Council Minutes November 5, 2013 Page 14 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 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 that the Council review the 250 foot setback from the surface owner to the gas well. Council Member Hawkins stated that the Police Chief of Gainesville passed away while on duty. He acknowledged his dedication to the job and the City of Gainesville in their loss. Council Member Engelbrecht read a statement regarding information the Council had received from citizens in the area of Bonnie Brae and Vintage Blvd. regarding gas wells. He informed citizens that Council had this item in Closed Session and certain actions were directed to staff. He had requested additional information for discussion to be placed on the November 19th agenda. 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. Following the completion of the Regular Session, the Council returned to the Work Session to consider the item listed below. 4. Receive a report, hold a discussion, and give staff direction regarding a transportation user fee. Jim Coulter, General Manager of Water, Wastewater and Streets, provided the background information on this topic. Denton currently had 232 million street trips each year on city streets. It was that traffic and that deterioration that currently was not regulated. In August, Chuck Springer, Director of Finance, reviewed increased street maintenance fee options. One of those options was a dedicated street maintenance fee. Staff had looked at a number of different cities throughout the State and currently Austin, Bryan and Corpus Christi all paid street maintenance fees. Residential, multi - family and commercial fees per month information for all three cities City of Denton City Council Minutes November 5, 2013 Page 15 were presented. Coulter provided example of fee calculations for various entities and stated that whatever the fee was, it should be equitable for all. Engelbrecht stated residents were using the superstores etc, and questioned if the proposal would charge double for these places. Coulter stated that the traffic engineers had factors that they used for trip generation. Council Member Roden questioned if the City would assess the universities these user fees. Coulter stated that the recommendation would be to not exempt any organization from the fee. Council Member Gregory asked if churches or public schools would be included. Coulter stated that Corpus Christi included schools but had elected not to do universities. Denton staff tried to include everyone in the process. Council Member King stated that he appreciated the math and the way it worked out. It just seemed like more of a tax to him. The norm seemed to be to raise rates and charge more instead of finding other ways to go about it. Council Member Roden questioned if exemptions for people with no cars had been considered. Those people would be using public transportation. Coulter stated that staff had looked at the Austin ordinance as they had exemptions for some of those situations. Even if a person did not own a car, there were other options such as deliveries, mail, and newspaper delivers that a homeowner might use that were not associated with an automobile. City Attorney Burgess stated that Austin allowed a provision for a citizen to come forward if he did not have the impacts that would cause him to pay these fees. Council Member Engelbrecht questioned what revenue would this bring. Coulter stated that using the model and rate schedule, it would be approximately $8 million a year. He also noted that there was still a $4 -$5 million decline each year. To get enough funds for the annual deterioration, the need was to have at least $12 million per year. Staff was recommending between $8 -$12 million per year of additional funding be considered as a target for the maintenance fee to effectively improve the condition of the roadway system. Council Member Gregory felt that the options were to continue to let the roads deteriorate, to increase revenue or to cut services to generate the funds needed. He felt that most of the residents would understand that the roads needed to be improved and that cost. Coulter stated that the Corpus Christi program involved a 16 -18 month process. Many staff hours were involved in the development of the program. Using the Corpus Christi model, Denton's time would probably be less as Corpus Christi had to build it from the beginning. City of Denton City Council Minutes November 5, 2013 Page 16 Council Member King questioned if Denton went down this route, would the $5 million be asked for each year. Coulter stated that these funds would go towards maintaining the good streets that could be saved without needing to go into big constriction. Mayor Pro Tem Kamp stated that Council had asked staff to develop a variety of methods for raising these funds. Council Member Roden felt that the City could not be debt financing all the time to meet the goal but could not get all of the money from the General Fund at one time. He questioned if an incremental program rather than an all -out program at the beginning could be considered. He questioned what could be done to increase the funding incrementally each year without doing it all at once. Mayor Pro Tem Kamp stated that incremental funding could be done now and be included in the five year plan. Coulter stated that there was a long term performa that included some of that type of financing. Council Member Hawkins asked if any of the noted cities had taken this issue to the voters or did the Council decide in each case. Coulter stated that none of the four cities noted took the issue to an election but one other did and it failed. He noted that if the funding were delayed, more ground would be lost each year and the amount of money needed would continue to grow. With no further business, the meeting was adjourned at 9:06 p.m. MARK A. BURROUGHS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS AGENDA DATE: DEPARTMENT: ACM: SUBJECT AGENDA INFORMATION SHEET December 17, 2013 Materials Management Bryan Langley �_A Coi,�a,ei3O .nru..Aa Q Questions concerning this acquisition may be directed to Jim Coulter at 349 -7194 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of two (2) NP3231 8 -inch pumps for the City of Denton Cooper Creels Pump Station, which are 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 5431 awarded to Xylem Water Solutions USA, Inc. in the not -to- exceed amount of $62,741.35). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION The pumps at the Cooper Creels Pump Station have been experiencing a high frequency of clogging due to rags and debris in the collection system. The purchase of these two (2) non -clog pumps will help to combat this problem and also reduce staff time that is routinely required to perform maintenance on the current pumps. The attached Public Utilities Board Agenda Information Sheet provides a detailed explanation of the need for a specific type of pump to address this issue (Exhibit 1). The quote for the two (2) NP3231 pumps is included as Exhibit 2. The "N" type pumps made by Flygt Corporation are a "patented clog free design" and the only brand that can provide performance documentation verifying their ability to handle debris in the Wastewater Collection System. The Flygt brand NP3231 8 -inch pump is distributed by Xylem Water Solutions USA, Inc., which is the local distribution office for the Flygt Corporation (Exhibit 3 -Sole Source Letter). Chapter 252.022 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. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 9, 2013, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. Agenda Information Sheet December 17, 2013 Page 2 RECOMMENDATION Approve the purchase of two (2) NP3231 8 -inch pumps from Xylem Water Solutions USA, Inc. in the not -to- exceed amount of $62,741.35. PRINCIPAL PLACE OF BUSINESS Xylem Water Solutions USA, Inc. Carrollton, TX ESTIMATED SCHEDULE OF PROJECT The pumps can be delivered approximately 10 -12 weeks from receipt of the purchase order. FISCAL INFORMATION The purchase of the pumps will be funded from Water Reclamation account 640100.8411.0003. Requisition 116739 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet Exhibit 2: Quote from Xylem Water Solutions USA, Inc. Exhibit 3: Sole Source Letter Exhibit 4: Public Utilities Board Draft Minutes Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -.CIS -File 5431 Exhibit 1 PUBLIC UTILITIES BOARD AGENDA ITEM #6 AGENDA INFORMATION SHEET AGENDA DATE: December 9, 2013 DEPARTMENT: Utility Administration 1kr__ ACM: Howard Martin, 349 -8232 SUBJECT Recommend approval of purchase of two pumps from Xylem Water Solutions USA, Inc. for the Cooper Creek Lift Station in the amount of $62,742. BACKGROUND The Water Reclamation Department efficiently operates and maintains 2 wastewater treatment plants and 27 lift stations throughout the City of Denton with a staff of only 22 employees. For the past five years staff has been increasingly burdened with rags clogging pumps in the collection system and at the treatment plants. When a pump's impeller becomes clogged with rags and debris, it reduces the amount of wastewater being pumped. Pumps then have to am longer and this costs the utility more money in power consumption and additional wear and tear on the pumps. Eventually, pumps become so clogged that maintenance crews have to go out and pull the pumps in order to clear the impeller so that normal flow can be attained. This used to be a fairly rare occurrence but crews are now performing this task each week for some stations. In the case of the Cooper Creek Lift Station, the station is 38 feet deep and pulling one pump to perform these activities takes between 1 -2 hours. There are 3 pumps so to effectively remove rags takes approximately 5 hours. Two to three employees are required to perform this task safely (see Exhibits 1, 2, 3). While every effort is made to have the task completed during normal business hours, these types of task occur in the off hours or weekends also and become more of an emergency call. With such a small staff, it really taxes the resources of the department. Traditional non -clog pumps are not effective in handling the increased amount of rags found in typical wastewater collection systems. Denton, as well as other Cities, are using ad campaigns to try to educate consumers that materials described as "flushable" are not advertising in truth. Also water conservation efforts have also reduced the amount of water being sent to the collection system which further complicates the ragging issues. After a careful review of pump manufacturer websites and their documentation regarding solids handling issues, we have found that the "N" Type pumps made by Flygt Corporation are the only ones that show visible performance documentation to verify their capability of handling the solids along with the rags. Staff has also tested the "N" type pump in a smaller lift station that AIS — PUB Agenda Item 46 December 9, 2013 Page 2 of 2 was experiencing these same rag issues. By changing to this new N Style impeller pump we have taken away many hours of maintenance that had to be performed to keep the lift station operational. To combat the continuing rag problem water reclamation department is proposing to purchase two Flygt Pumps with the N Style impeller for the Cooper Creek Lift Station as a sole source purchase. RECOMMENDATION Staff recommends approval of the purchase of the pumps from Xylem Water Solutions USA, Inc. for the Cooper Creek Lift Station in the amount of $62,742. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None FISCAL INFORMATION Funds are available from the Water Reclamation department account number 640100.8411.0003 EXHIBITS 1. Photo of Pump with rags 2. Photo of Pump Impeller clogged with rags 3. Proposal from Xylem Water Solutions USA, Inc. Respectfully submitted: Jim Coulter Director of Water /Wastewater Utilities Prepared by: r P. S. Arora, P.E. Assistant Director of Wastewater Utilities M,, Exhibit 2 November 22, 2013 CITY OF DENTON ACCOUNTS PAYABLE 215 E MCKINNEY DENTON TX 76201 Re: City of Denton - Cooper Creek LS Xylem Water Solutions USA, Inc. Flygt Products 2400 Tarpley Rd Carrollton, TX 75006 Tel (972) 418-2400 Fax(972)416-9570 Quote # 2013-DAL-051 6 Alternate 1 , Version 2 Xylem Water Solutions USA, Inc. is pleased to provide a quote for the following Flygt equipment. NP 3231 8 inch pumps Qty Part Number Description 2 003231000ZZZ NP 3231 Pump, 605 Drive Unit, 90HP, 460V, 1185 RPM, 8" Discharge, 680 ZO Impeller /405mm Diameter, Hard -Iron Impeller and Wear Ring 100 94 2066 CABLE,SUBCAB 4G50 43MM NI 100 94 0894 CABLE,SUBCAB S12X1.5 30MM 2 442 1805 SLING,CHAIN UNIT 1 620 09 01 GRIP EYE UNIT 2 14 -40 71 29 MINI - CASII /FUS 120 /24VAC,24VDC 2 14 -40 70 97 SOCKET,11 PIN OCTAL DIN MOUNT 12/02 1 14 -69 97 12N START UP CHARGE FLYGT NO TAX Total Project Price $ 62,741.35 Incoterm: 2 FCA /FOB - Free Carrier/ Free on Board Named Placed: 02 - US WH/ Factory Incoterms 2010 clarify responsibility for costs, risks, & tasks associated with the shipment of goods to the named place. Taxes: State, local and other applicable taxes are not included in this quotation. Time of delivery: Approx. 10 -12 working weeks after receipt of order. Validity: This Quote is valid for ninety (90) days. Terms of payment: Net 60 Days F (em brand Page 1 of 2 Exhibit 2 Exclusions: This Quote includes only the items listed specified above. We do not supply junction boxes, disconnects, surge protection, kellum grips, piping, valves, guide bars, pressure gauges, spare parts, labor or any other equipment or installation services not specifically indicated above. Thank you for the opportunity to provide this quotation. Please contact us if there are any questions. Sincerely, � e—� Keith Lovett Sales Representative Phone: 972-418-2400 ext. 1 1 5 Cell: 817- 454 -8208 I<eith.lovett @xyleminc.com Page 2 of 2 xylem brand Exhibit 2 Exhibit 2 xylem brand Exhibit ��U����� ���[�K������� . .���~ . ~ ~ ~~~..��= Tr� � � Market //�k�������� " �J�q��X���� ,.o��met The RygtN'Pump's revolutionary, patented self-cleaning impeller design provides a flow path through the pump, greatly reducing the risk of clogging, and makes the N-Pump series un ideal solution for high-efficiency pumping over long duty periods. That means lower overall energy consumption: a significant factor in reducing the whole life cost of your pumping operation. Fkmt products deliver outstanding, cost-effective performance that has been proven inapplications such as: • Wastewater • Raw water • Coo|ing*o • Sludge • Storm water • Industrial a0 Submersible M When solid objects, such as stringy fibrous material and modern trash, enter the inlet ofa conventional pump, they tend to get caught on the leading edges ofthe impeller vanes. This build-up reduces the impeller's efficiency, resulting in increased power consumption that, in turn, translates to increased energy costs. 4s solids continue to build-up inside the impeller, hydraulic efficiency continues 10 decrease and motor thermal protection can trip causing the pump tostop. This leads to costly unplanned service calls. The high efficiency of the Flyoth-Punnobsustained over time due to its self-cleaning ability, keeping energy costs toaminimum. RvotN-Techno|ogy enables you totai|orthehydraulics tumeetthe requirements of virtually any application. Choose the hardened cast iron version fortypice| wastewater applications, the Hard'|nonrmversion for abrasive and corrosive applications, and the chopper ring version for cutting long fibers or solids in wastewater. Whatever you choose, you never sacrifice pump efficiency and you can easily swap the N'Pumnp's modular hydraulic-end to fit your operating conditions, FkmtN-Pumps take on the toughest applications and get the job done. Every component is designed and manufactured to deliver sustained high efficiency. Thanks to patented M-Tochno|ogy with its innovative self-cleaning impeller, F|ygtN'Pumpn deliver the highest total efficiency while lowering your energy bill and reducing unplanned maintenance costs. That adds uptmtota|peacoofmind - andbigsavingsoverthe long term. Exhibit 2 Xylem's Global Contact Finder xyl,em Page 1 of I Contact Finder Request information country/Te'robsty (Ay USA ft] !Carr(Alton First Name: Lost Name: Branch Office Email Address: Xylem Water Solutions Inc. Phone Number: 2400 Tarpley Road Carrollton, Texas 75006-2407 USA Job Title: Phone: 972 418-2400 Fax: 972 416-9570 Company Name: Email: flygt@xylemleads.com www.xylemwatersolutions.com/us Industry: Select- Show on map Application: Select -"a Brand Interest: F lygt Godwin Leopold Sanitaire Country: Pleaso Select Vin,� Relationship with Please Select ► Xylem: Describe Your Request: REQUEST INFORMATION Terms & Conditions Privacy Policy Contact Us Copyright 02013 Xylem. All Rights Reserved oyl.m bea—r' For more Ira.natlon, oo our Privacy Policy page http://www.xylemwatersolutions.com/utility/Pages/contact-us.aspx 12/10/2013 Exhibit ����U « 'U ���K����� U ���U����U � ~~^~~ 8 ~~^^~U 1)TheI,Jssueinp|antz that bringsmater upward fiom the noota 2)a|mad|ngg|o�a| water tedhno|oqycom�any. We're 12'OU0pe�op|eunUGedinaoomononpurpose�cnamtnginnova1veao|udnnslo meet our worH'swaterneeds. E)eve|oping new techno|ogiea that wiU innprove the vvay wa1er|yuse6,conaerved'andpm'use6inthefutureisuantra|toourvvork.VVemove.treat ana|yze, and re1urn water tothe en*|/onment. and vvehe|p peop|e use water ehkciently,in theirhom'Ie,6u||-inqs, factories and f'Pnma, In moil ethan150countriey,vve have s�ron(j, |ong-standing re|ationo�ipsvvith customers who know us for Our pavve�u| combination uf|eadinqpro6uc1 brands and app|icationsewperfiaa.Ljackedbya|egouyofinnovation, For moreinfornnatfononhovvXy|enn can he|j)you,goto WWWOltylervailiccom � ���� m���� I ���� � � Xylem, Inc. � �et,,s So�ve �NaU,-,�r 14125 South Bridge Circle Charlotte, NC28273 Tel 704.409.9700 Fax 704.295.9080 ww*.xy|eminc.cmm pIV9v=/"a°=aa Xylem Inc. one "/ its subsidiaries mznoxyl°°.o= APR 2012 � ~ � � ^ Exhibit 3 XyLem 'I et S6ve 6lou Date: 12.11.13 Attn: Elton Brock - E1ton.Brock @cityofdenton.com Subject: Product, Repair, & Spare Parts Sole Source Letter Xylem Inc. Flygt Products 2400 Tarpley Road Carrollton, Texas 75006 Phone 972/418 -2400 Fax 972/416 -9570 Please note that as the manufacturer of Flygt Submersible Pumps & Mixers, Xylem Inc. - Flygt Products is the sole distributor in the North Texas Area for Flygt Submersible Pumps, Mixers, and Flygt Spare Parts. Xylem Inc. - Flygt Products is also the only Flygt Authorized Warranty /Service Center for Flygt Submersible Pumps & Mixers in this area. Xylem Inc. - Flygt Products offer a large range of pumps (25Hp — 12501-1p), mixers (1.21-lp — 40Hp) and controls. We invite you and your team to our Carrollton facility (2400 Tarpley Road, Carrollton, TX 75006) where we sell, service, and rent units here. We at Xylem Inc. - Flygt Products appreciate working with you on all your pumping, mixing and control needs. Should you need further information, please contact our office at 972/418 -2400. Thank you and best regards, Flygt Sales Department Keith Lovett Sales Representative w ,. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 Exhibit 4 DRAFT MINUTES PUBLIC UTILITIES BOARD December 9, 2013 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, December 9, 2013 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901A Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Leonard Herring, Phil Gallivan and Barbara Russell Absent: Lilia Bynum Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 6) Recommend approval of purchase of two pumps from Xylem Water Solutions USA, Inc. for the Cooper Creels Lift Station in the amount of $62,742. Motion was made to approve items 2 and 6 by Board Member Gallivan with the second by Board Member Cheek. The vote was 6 -0 approved. Adjournment 11:50 a.m. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF TWO (2) NP-12-11 8 -INCH PUMPS FOR THE CITY OF DENTON COOPER CREEK PUMP STATION, WHICH ARE 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 5431 AWARDED TO XYLEM WATER SOLUTIONS USA, INC. IN THE NOT -TO- EXCEED AMOUNT OF $62,741.35). 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 described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5431 Xylem Water Solutions USA, Inc. $62,74135 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 5431 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 IC • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5 -ORD -File 5431 hi,dM6 aa� l Vu:druffl AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Engineering Services ACM: Jon Fortune SUBJECT Consider adoption of an ordinance finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain (I) fee simple to the surface estate, with waiver of surface use related to the mineral estate, of a 0.08 acre tract, (ii) a utility and slope easement, encumbering 0.03 acre, (III) a slope easement, encumbering 0.01 acre; and (IV) a temporary constriction, grading and access easement, encumbering 0.01 acre, for the public use of expanding and improving Bonnie Brae Street, a municipal street and roadway located in the City of Denton, Texas, generally located in the 1800 block of South Bonnie Brae Street and situated in the A. Tompkins Survey, Abstract No. 1246, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A ", Attached hereto and made a part hereof (collectively, the "Property Interests "); Authorizing the filing and prosecution of eminent domain proceedings to acquire the Property Interests; authorizing the expenditure of funds therefor; making findings; providing a savings clause; and providing an effective date. (Parcel 18 Thomas — Bonnie Brae Street Widening and Improvements Project) BACKGROUND The City and Owners, Mr. and Mrs. Thomas entered into a Purchase Agreement (the "Agreement "), effective 9/12/12, authorized by Ordinance 2012 -153. The property interests are burdened by several encumbrances, as defined in the Agreement, which the owners are unable to clear as stipulated in Section 4 of the Agreement. In accordance with Section 4 of the Agreement, the City exercised its option to terminate the Agreement, pursuant to written notice to the owners dated July 9, 2013. As per statutory requirements, a final offer to purchase the property interests has been made; however, the disposition of the Owners ostensibly precludes them from being able to transact with the City, for all practical purposes. Approval of the subject ordinance authorizes staff to acquire the land rights necessary by way of the exercise of the City's eminent domain authority, as a title curative measure. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. Agenda Information Sheet December 17, 2013 Page 2 PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council - July 17, 2012 (Offer to purchase Ordinance 2012 -153) FISCAL INFORMATION The overall Bonnie Brae Widening and Improvements project is being funded with a combination of Regional Toll revenue (RTR) funds, Denton County Transportation Road Improvement Program (TRIP '08) funds and city of Denton local match funds. The overall costs for the Property Interest sought, as to be determined via eminent domain proceedings, are to be funded through a combination of these funding sources. EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted, Paul Williamson, Real Estate Manager EXHIBIT 1 attachment to AIS Location Map THOMAS — P18 Bonnie Brae Widening and Improvements W W � � � Q Cn a_ HIGHLAN w Q o z e o' Q M Q w = WHIPPO z TREMONT CIR z PID m WESTRI COUR Q Q) 0 w w ~ �- o O J� O WI LLOWWOOD � WILLOW n Thomas o Property p Location d00� LAU 0 w z Q Q cn w � w o z Q N L U� Q U CD Al 7 PARK RD �2AR L WAY sQ s N o G OGOS�N .T Location Map THOMAS — P18 Bonnie Brae Widening and Improvements EXHIBIT 2 attachment to AIS s:Uegakour documents \ordinances \13 \thomas ed ordinance phw.doc ORDINANCE NO. AN ORDINANCE FINDING "THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE THROUGH THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN (I) FEE SIMPLE TO THE SURFACE ESTATE, WITH WAIVER OF SURFACE USE RELATED TO THE MINERAL ESTATE, OF A 0.08 ACRE TRACT, (I1) A UTILITY AND SLOPE EASEMENT, ENCUMBERING 0.03 ACRE, (III) A SLOPE EASEMENT, ENCUMBERING 0.01 ACRE; AND (IV) A TEMPORARY CONSTRUCTION, GRADING AND ACCESS EASEMENT, ENCUMBERING 0.01 ACRE, FOR THE PUBLIC USE OF EXPANDING AND IMPROVING BONNIE BRAE STREET, A MUNICIPAL STREET AND ROADWAY LOCATED IN THE CITY OF DENTON, TEXAS, GENERALLY LOCATED IN THE 1800 BLOCK OF SOUTH BONNIE BRAE STREET AND SITUATED IN THE A. TOMPKINS SURVEY, ABSTRACT NO. 1246, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED IN EXHIBIT "A ", ATTACHED HERETO AND MADE A PART HEREOF (COLLECTIVELY, THE "PROPERTY INTERESTS "); AUTHORIZING THE FILING AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY INTERESTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; MAKING FINDINGS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City ") has initiated the widening and expansion of Bonnie Brae Street affecting, among other lands and interests, the Property Interests; WHEREAS, the widening and expansion of Bonnie Brae Street constitutes a valid public use of the City and its citizens; WHEREAS, the City made a written Initial Offer (herein so called) to Oren R. Thomas and Ruth A Thomas, the owners of the Property Interests (collectively, the "Owner ") on July 27, 2012; WHEREAS, the City provided to the Owner of the Property Interests at the time of presenting the Initial Offer, by certified mail, return receipt requested, all appraisal reports produced or acquired by the City relating specifically to the Owner's property prepared in the ten (10) years preceding the date of the Initial Offer; WHEREAS, the Initial Offer made by the City to the Owner of the Property Interests did not include a confidentiality provision and further informed the Owner of the Property Interests that such Owner had the right to (i) discuss any offer or agreement regarding the City's acquisition of the Property Interests with others; or (ii) keep the offer or agreement confidential, unless the offer or agreement would be subject to Chapter 552 of the Texas Government Code (the "Non Confidential Notice "); WHEREAS, the Owner accepted the Initial Offer but was unable to perform under the contemplated Purchase Agreement, and the Purchase Agreement was terminated as a result; WHEREAS, the City made a written Final Offer (herein so called) to the Owner of the Property Interests on September 24, 2013, said date being after the thirtieth (30`x') day after the date on which the City made the Initial Offer to the Owner of the Property Interests; WHEREAS, along with such Final Offer, the Owner of the Property Interests was provided a written appraisal from a certified appraiser of the value of the Property Interests and the damages, if any, to any of the Owner's remaining property; WHEREAS, the Final Offer made to the Owner of the Property Interests was equal to or greater than the amount of the written appraisal obtained by the City; WHEREAS, the Final Offer made to the Owner of the Property Interests included (i) a copy of the written appraisal; (ii) copies of the (a) Special Warranty Deed; (b) Utility and Slope Easement; (c) Slope Easement; and (d) Temporary Construction, Grading and Access Easement, all being the instruments proposed to convey the Property Interests sought to be acquired by the City; (iii) the Landowner's Bill of Rights statement prescribed by Section 21.0112 of the Texas Property Code; and (iv) the Non Confidential Notice; WHEREAS, the City provided the Owner of the Property Interests at least fourteen (14) days to respond to the Final Offer and the Owner of the Property Interests was non - responsive to the terms of the Final Offer within that period; WHEREAS, the notice for the public meeting of the City Council of the City in which this Ordinance is considered, in addition to other information as required by Subchapter C, Chapter 551, of the Texas Government Code, expressly included the consideration by the City of Denton of the use of eminent domain to condemn the Property Interests; WHEREAS, in ordaining the matters set forth herein, the motion to pass and approve this ordinance was stated as "I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire (1) fee simple to the surface estate, with waiver of surface use related to the mineral estate, to a 0.08 acre tract; (2) a utility and slope easement, encumbering 0.03 acre; (3) a slope easement, encumbering 0.01 acre; and (4) a temporary construction, grading and access easement, encumbering 0.01 acre, all tracts being situated in the A. Tompkins Survey, Abstract No. 1246, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A ", to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the public use of widening and expansion of Bonnie Brae Street in the City of Denton, Texas "; and WHEREAS, after due consideration of the public interests to be furthered by the public use of municipal street and roadway improvements and expansion related to Bonnie Brae Street, a street and roadway in the City of Denton, Texas; NOW, THEREFORE, 01 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Council finds that a public use and necessity exists to widen and expand Bonnie Brae Street to serve the citizens of the City of Denton, Texas, and that the public welfare and convenience requires the acquisition of the Property Interests, and the City of Denton, Texas does hereby exercise its home -rule and statutory authority to acquire by eminent domain, (1) fee simple to the surface estate, with waiver of surface use related to the mineral estate, to a 0.08 acre tract; and (2) a utility and slope easement, encumbering 0.03 acre; (3) a slope easement, encumbering 0.01 acre; and (4) a temporary construction, grading and access easement, encumbering 0.01 acre, all tracts being situated in the A. Tompkins Survey, Abstract No. 1246, City of Denton, Denton County, Texas, as more particularly described in Exhibit "A ", attached hereto and made a part hereof by reference. The Council hereby further finds and determines that the acquisition of the Property Interests is for a public use, to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The Council hereby authorizes and directs the filing and prosecution of eminent domain proceedings by the City of Denton, Texas to acquire the Property Interests. SECTION 3. The City Council hereby finds that the Owner was the record title owner of said Property Interests at the time of making the Initial Offer and Final Offer. Without limiting the general authorization provided in Section 2, above, the City Council further authorizes joinder of additional or differing owner or owners, or claimant or claimants, of the Property Interests, if applicable, in the eminent domain proceedings, and to condemn the interests of each such parties to acquire the Property Interests. SECTION 4. The City Manager, or his designee, shall have the authority to do all things necessary or appropriate to acquire the Property Interests by eminent domain, including without limitation, the authority to expend funds related to the prosecution of such eminent domain proceedings. SECTION 5. The recitals provided in this Ordinance, as set forth above, are specifically and expressly adopted by the Council as express findings by the Council. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. 3 PASSED AND APPROVED this the day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 4 EXHIBIT A - Property Interests PAGE i OF 2 1¢ �x I z lw i Wm �3 °a w p �m a 2315 WILLOWWOOO ST. ELIZA T. SHOCKLEY INST. NO. 2005-74299 O D.R.O.C.T. vfl� POINT OF BEGINNING io N I FNO IRON POST \ s N89'59' li "E ., :ET 1/2" I.R. W /GAI CAP 1824 S. BONNIE BRAE - JONES FAMILY TRUST IA (n ,`.•� Q1 VOL. 773. PG 63 (O to D.R. D.C.T. . m O NIA z off+ 1841 S. BONNIE BRAE N LOT 1, BLOCK 1, OREN 6 RUTH THOMAS INST. NO. 95- 0057929 D.R.D.C.T. 0= 0'32'27" R- 6800.60' SET 1/2" I.R. T °32.09' W /GAI CAP L- 64.19' Cb- N24'05'39 "W Lc-64.i9' Qlb 1900 S. BON BONNIE BRAENDENTONE �Qi�'Gp0Q P O INVESTMENT, LTD Gj LOT !. BLOCK i. M 6 8 METAL ADDITION. CAB. D. PG. 362 P. R. O. C. T. I ' BASIS OF BEARING IS NORTH AMERICAN DATUM NOTE: SET 1/2" I.R. W/ GAI CAP TO OF 1983 (NAD -83) STATE PLANE COORDINATE BE SET AT END OF CONSTRUCTION. SYSTEM, TEXAS NORTH CENTRAL. P18 -ROW -1 BEING A 3,453 SQ.FT. /0.08 ACRE RIGHT -OF -WAY DEDICATION I1 SITUATED IN THE A. TOMPKINS SURVEY ABSTRACT NO. 1246 GRAPHIC SCALE 1' -100' Graham Associates,inc. DENTON COUNTY, TEXAS CONSULTING ENGINEERS do PLANNERS 0 50 100 150 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS /6811 at 6M&35 -0 DATE: SEPTEMBER 2011 ARU few: TEXAS 101636-00 J /Denton /P18- ROW Page 2 of 2 EXHIBIT A - Property Interests PARCEL 18 -ROW -1 LEGAL DESCRIPTION RIGHT -OF -WAY DEDICATION BEING a 0.08 acre tract of land situated in the A. Tompkins Survey, Abstract No. 1246, Denton County, Texas, being a portion of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being conveyed by deed to Oren and Ruth Thomas, as recorded in Instrument No. 95- 0057929, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a found iron post, said point being the northwest corner of said Lot 1, Block 1, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas, being a common line; THENCE North 89 °59'11" East, along said common line, a distance of 19.21 feet to a set 1/2 inch iron rod with GAI cap for corner, said point being in the proposed east right -of- way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE South 00 °21'57" West, leaving said common line, and along said proposed east right -of -way line, a distance of 175.29 feet to a set 1/2 inch iron rod with GAI cap for corner, for the beginning of a non - tangent curve to the right having a radius of 6800.60 feet and a central angle of 0 °32'27 ", and a long chord which bears North 24 °05'39" West, 64.19 feet, said point being in the north right -of -way line of the Gulf - Colorado and Santa Fe Railroad (having a variable width R.O.W.); THENCE along said north right -of -way line, and along said non - tangent curve to the right an arc distance of 64.19 feet to a point for corner, said point being in the existing right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 03 °58'47" East, along said existing east right -of -way line, a distance of 116.97 feet to the POINT OF BEGINNING and CONTAINING 3,453 square feet, 0.08 acres of land, more or less. 0 315. CvIf- 0 { EXHIBIT A - Property Interests PAGE 1 OF 2 i 1 ti i W P$ 4 V1 = w= H 121 0 , ✓�c' x ; wm m;x 3� 9eo f Z' 0. °J y � W;m i¢" 2315 WILLOWWOOD ST. �, N S !� ELIZA T. SHOCKLEY INST. NO. 2005 -74299 D.R.O.C.T. "E F,, N89'59' 11 09 19.21' POINT OF BEGINNING N89'590011 "E B. POINT OF COMMENCING FND IRON POST 1824 S. BONNIE BRAE JONES FAMILY TRUST 3 If) ^ _ VOL. 773, PG. 63 O.R.O.C.T. ; ' i •"� �� CV ti o ;U 1841 S. BONNIE BRAE 0 " LOT 1, BLOCK 1, o OREN 9 RUTH THOMAS In INST. NO. 95- 0057929 D.R.D.C.T. 0= 0'09'38" R= 6800.60' T =9.53' - L =19.06' Cb= N24'26'42 "W Lc= 19.06' �. oti0 1900 S. BONNIE BRAE BONNIE ' En ���GP Q P INVESTMENT, LTD 5 LOT 1. BLOCK 1. M 6 B METAL ADDITION. ' CAB. D, PG. 362 P. R.D.C.T. i BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE P18-USE-1 SYSTEM, TEXAS NORTH CENTRAL. T BEING G A 1,472 SQ.FT. /0.03 ACRE UTILITY & SLOPE EASEMENT rnl] SITUATED IN THE A. TOMPKINS SURVEY ABSTRACT NO. 1246 DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' Graham Associates,lnc. .-� CONSULTING ENGINEERS a PLANNERS 0 50 100 150 600 SIX FLAGS DRIVE, SUITE 500 ARUNGTOK F�- 11AO17/TBP�iLS (= 601635 -0-00 DATE: SEPTEMBER 2011 J /Denton /P1B -USE -1 Page 2 of 2 EXHIBIT A - Property Interests PARCEL 18 -USE -1 LEGAL DESCRIPTION UTILITY & SLOPE EASEMENT BEING a 0.03 acre tract of land situated in the A. Tompkins Survey, Abstract No. 1246, Denton County, Texas, being a portion of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being conveyed by deed to Oren and Ruth Thomas, as recorded in Instrument No. 95- 0057929, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of said Lot 1, Block 1, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas, being a common line; THENCE North 89 °59'11" East, along said common line, a distance of 19.21 feet to point for the POINT OF BEGINNING, said point being in the proposed east right -of -way line of Bonnie Brae Street (having a variable width R.O.W.); THENCE North 89 °59'11" East, continuing along said common line, a distance of 8.00 feet to a point for corner; THENCE South 00 °21'57" West, leaving said common line, a distance of 192.65 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 6800.60 feet and a central angle of 0 009'38 ", and a long chord which bears North 24 °26'42" West, 19.06 feet, said point being in the north right -of -way line of the Gulf - Colorado and Santa Fe Railroad (having a variable width R.O.W.); THENCE along said north right -of -way line and along said non - tangent curve to the right an arc distance of 19.06 feet to a point for corner, said point being in the proposed east right -of -way line of said Bonnie Brae Street; THENCE North 00 °21'57" East, along said proposed east right -of -way line, a distance of 175.29 feet to the POINT OF BEGINNING and CONTAINING 1,472 square feet, 0.03 acres of land, more or less. &I -.% -1.% r - FXHIRIT A - PrOOerty Interests PAGE 1 OF 2 ( I ti F i W W H kI x Al,s R1 m , 5,;- ir.. c � � z Leo p I,.. x Pa. OW y W CiQ 2315 WILLONW000 ST. N ELIZA T. SHOCKLEY i INST. NO. 2005 -74299 T. a.R.0.C. o'er N69'59'11 "E i 27.21' M cex� 1 I POINT OF j3 COMMENC$NG ---- - - - - -- FNO IRON PDST -'l 1824 S. BONNIE BRAE JONES FAMILY TRUST p •' VOL. 773, PG. 63 D.R.D.C.T. Iul 1641 S. BONNIE BRAE POINT OF LOT 1, BLOCK 1, N00 '21 ' 57 "E ; I BEGINNING 6 RUTH THOMAS 53.55' INST. NO. 95- 0057929 INST. SB9'38'03 "E D. R. D. C. T. 10.00' A= 0'11'58" R= 11.84'0' T =11.84' L =23.67' S00'21'57 "W Cb- N24'37'30 "W 75.00' Lc =23.67' k � Sod W CA,. BRA [- �a ' BONNIE BRAENDENTONE INVESTMENT, LTD S�0�GPOe i LOT 1. BLOCK 1. M 6 6 METAL ADDITION. ' CAB. 0. PG. 362 P. R.O.C. T. _ i ti BASIS OF BEARING IS NORTH AMERICAN DATUM OF 1983 (NAD -83) STATE PLANE COORDINATE P18-SE-1 SYSTEM, TEXAS NORTH CENTRAL. BEING A 643 SQ.FT. /0.01 ACRE SLOPE EASEMENT nnn] SITUATED IN THE A. TOMPIUNS SURVEY ABSTRACT NO. 12466 DENTON COUNTY, TEXAS GRAPHIC SCALE 1' -100' Graham Associates,lnc. CONSULTING ENGINEERS & PLANNERS 0 50 100 150 600 WX FLAOS DRIVE, SUITE 500 . TWE r� F-- 11917�( °01536° -00 DATE: SEPTEMBER 2011 v /ucii wn /r io -o -1 Page 2 of 2 EXHIBIT A - Property Interests PARCEL 18 -SE -1 LEGAL DESCRIPTION SLOPE EASEMENT BEING a 0.01 acre tract of land situated in the A. Tompkins Survey, Abstract No. 1246, Denton County, Texas, being a portion of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being conveyed by deed to Oren and Ruth Thomas, as recorded in Instrument No. 95- 0057929, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of said Lot 1, Block 1, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas, being a common line; THENCE North 89 °59'11" East, along said common line, a distance of 27.21 feet to point; THENCE South 00 °21'57" West, leaving said common line, a distance of 139.10 feet to a point for the POINT OF BEGINNING; THENCE South 89 °38'03" East, a distance of 10.00 feet to a point for corner THENCE South 00 °21'57" West, a distance of 75.00 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 6800.60 feet and a central angle of 0 °11'58 ", and a long chord which bears North 24 °37'30" West, 23.67 feet, said point being in the north right -of -way line of the Gulf - Colorado and Santa Fe Railroad (having a variable width R.O.W.); THENCE along said north right -of -way line, and along said non - tangent curve to the right an arc distance of 23.67 feet to a point for corner; THENCE North 00 °21'57" East, leaving said north right -of -way line, a distance of 53.55 feet to the POINT OF BEGINNING and CONTAINING 643 square feet, 0.01 acres of land, more or less. 05 -15 " 31 PAGE 1 OF 2 f,. f 1824 S' BONNIE BRAE JONES FAMILY TRUST VOL .773, PG. 63 o.R.O.C.T. 1900 S. BONNIE BRAE BONNIE BRAE DENTON INVESTMENT. LTD LOT 1. BLOCK 1, M 6B METAL ADDITION. CAB. D. PG. 362 P.R.D.C.T. EXHIBIT A - Property Interests �G 0 53 O ' t' 0 s9! O� s 9 7 i� "AAO POINT ti l t F; a; �i W;a �m a �u a it W ti F W W GO o a¢ W= zx oW wm a aQ °aV °a P. COMMENCING -P"-- FND IRON PDST i NOO -21- 57 "E , 56.93' Cc i �J Cc � N J l / r S OF BEARING IS NORTH AMERICAN DATUM 983 (NAD -83) STATE PLANE COORDINATE P 1 8 — TCE - 1 EM, TEXAS NORTH CENTRAL. BEING A 570 SQ.FT. /0.01 ACRE TEMPORARY CONSTRUCTION EASEMENT SITUATED IN THE A. TOMPKINS SURVEY ABSTRACT NO. 1246 DENTON COUNTY, TEXAS GRAPHIC SCALE 1'-100' 0 50 100 150 ?fib d 2315 WILLOWWOOD ST. ELIZA T. SHOCKLEY INST. NO. 2005 -74299 O.R.O.C.T. N89'59'11 "E 27.21' POINT OF BEGINNING :— I •Fi. , 11 .. 10.00' = S00'21'57 "W 57.00' —NB9 '38 ' 03 "W 10.00' 1841 S. BONNIE BRAE LOT 1, BLOCK 1, OREN 6 RUTH THOMAS INST. NO. 95- 0057929 0.R.D.C.T. POOH 9� O' O���GPOQ P Graham Associates,lnc. ■ CONSULTING ENGINEERS R PLANNERS 600 six FLAGS IX0Y1~ SUTE 500 ARLINGTON, TEAR 70011 617) 640 -5515 TOPE FMt F- 1191/TBPLS IM335 -00 [ r_— rnll DATE: SEPTEMBER 2011 Page 2 of 2 EXHIBIT A - Property Interests PARCEL 18 -TCE -1 LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT BEING a 0.01 acre tract of land situated in the A. Tompkins Survey, Abstract No. 1246, Denton County, Texas, being a portion of Lot 1, Block 1, Sweet Creek Addition, as recorded in Cabinet M, Page 80, Plat Records, Denton County, Texas, and being conveyed by deed to Oren and Ruth Thomas, as recorded in Instrument No. 95- 0057929, Deed Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a found iron post, said point being the northwest corner of said Lot 1, Block 1, and being in the south line of a tract of land conveyed to Eliza T. Shockley as recorded in Instrument No. 2005- 74299, Deed Records, Denton County, Texas, being a common line; THENCE North 89 °59'11" East, along said common line, a distance of 27.21 feet to point for the POINT OF BEGINNING; THENCE North 89 °59'11" East, continuing along said common line, a distance of 10.00 feet to a point for corner; THENCE South 00 °21'57" West, leaving said common line, a distance of 57.00 feet to a point for corner; THENCE North 89 138'03" West, a distance of 10.00 feet to a point for corner; THENCE North 00 121'57" East, a distance of 56.93 feet to the POINT OF BEGINNING and CONTAINING 570 square feet, 0.01 acres of land, more or less. 03 -1 `S " , Pudblhc V ieai -hr AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Planning and Development ACM: John Cabrales, Jr. r SUBJECT Hold a public hearing and reconsider adoption of an ordinance of the City of Denton, Texas, providing for a zoning change from a Neighborhood Residential 2 (NR -2) zoning district and land use designation to a Neighborhood Residential 3 (NR -3) zoning district and use classification on approximately 75.3 acres of land located on the south of Ryan Road, north of the Kansas City Southern Railroad, approximately 950 feet east of FM1830 and approximately 800 feet west of Forrestridge Drive, 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 (Z13- 0006). The Planning and Zoning Commission recommends approval (6 -1). BACKGROUND This rezoning request was originally considered by the City Council on November 5, 2013, but was denied by a 3 -3 vote. On November 19, the City Council voted 7 -0 to reconsider the request and directed staff to bring forth the application in the near future. The applicant is requesting the rezoning of the subject site from a Neighborhood Residential 2 (NR -2) to a Neighborhood Residential 3 (NR -3) zoning district. If the rezoning request is approved, the applicant has the ability to develop the area into a 263 -lot single - family home subdivision. This is a potential increase of 113 lots from what would be permitted under the current zoning. The primary concerns raised by City Council at both the November 5 and November 19 meetings concerned disclosure to potential homeowners of the location of an existing gas well adjacent to the subdivision. Staff is recommending four potential options for notification of homebuyers of the existing gas wells prior to purchasing a home: Option A. A note is inserted on the plat identifying gas well drilling and production sites. i. This option will run with the land but is unlikely to be seen by all homebuyers who may not be aware of the plat note. Option B. The location of gas well drilling and production sites are identified in the Covenants and Deed Restrictions of the Homeowner's Association (HOA). i. This would provide notice to homeowners that read the Covenants and Deed restrictions. The builder is required to provide these documents to the homebuyer by state law. This is more likely to be seen by the average homebuyer than a note on the plat but is not provided until closing and may be overlooked with all the other documents that are reviewed during closing. Agenda Information Sheet December 17, 2013 Page 2 Also, this option does not guarantee all homebuyers will read these documents. There is a possibility the HOA could be dissolved, if so, this option would no longer be viable to notice any future homebuyers of the existence of the neighboring gas well sites. Option C. A separate notice is filed with the Denton County Clerk, noting the location of gas well drilling and production sites for all properties within 1,200 feet. This notice will appear within a title search in perpetuity for the subject property. i. This would be available to the homeowner at the time of closing as it appears in the title search. It would run with the property to ensure that every subsequent home owner is noticed in regards to the drilling sites. Based on conversations with the developer and real estate department, this could result in high risk for lenders which may result in higher interest rates for the homebuyer. In addition, many homeowners don't read the schedule B when closing on their homes. Option D. The location of gas well drilling and production sites are noted in the sales contract from the builder to first homeowner. i. This option would clearly notify the first purchaser of the home of drilling sites but would not notify future purchasers. The builder would be responsible for providing this notice. Requiring the future sellers to include the location of drilling sites in the sales contract is unadvisable as the City could not enforce this restriction and future homeowners may unknowingly omit this information. Staff met with Mr. Bob Shelton, the developer, and Beazer Homes -the homebuilder, on November 26 to discuss the above options. Based on this meeting, the developer and homebuilder are willing to execute Option A and Option B. They are unwilling to adopt Option C as it may limit all home buyers' ability to obtain loans. They are also unwilling to perform Option D as it may also affect their ability to obtain loans and potentially place additional legal burden on the homebuilder. In addition to notification requirements, staff discussed buffering the residential property from the drilling and production site with the applicant. Per Section 35.13.8 of the DDC, a Type D buffer is required between a residential and industrial use. This buffer requires a minimum 30 foot wide planting strip with a minimum of eight evergreen and deciduous trees and 20 shrubs per 100 lineal feet. Staff resent 17 certified notices of the public hearing to property owners within two hundred (200) feet of the subject property and 12 courtesy notices to residents /property owners within 500 feet of the property. As of this writing, staff has received no new responses. There remain three responses in favor and two responses in opposition to the request from property owners within 200 feet of the site. Agenda Information Sheet December 17, 2013 Page 3 PRIOR ACTION 1. Planning and Zoning Commission 2. City Council 3. City Council OPTIONS 1. Approve 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Approval (6 -1) Denial (3 -3) Rehear (7 -0) September 25, 2013, November 5, 2013 November 19, 2013 The Planning and Zoning Commission recommended APPROVAL of Z13 -0006 (6 -1). The Planning Division recommends APPROVAL of Z13 -0006 with the following overlay conditions: 1. A Type D landscape buffer, per Section 315.131.8.13 of the Denton Development Code, is provided between the single family and the existing drilling site on the property. 2. Purchasers of lots in the subdivision that are within 1,200 feet of the existing gas well pad site are to be notified about the location of the Pittner Pad Site through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the Pittner Pad Site. Said note shall also include a statement that advises lot purchasers the existence of producing wells, as well as the possibility that the well on the Pittner Pad Site may be re- drilled and /or re- fracked in the future. b. Bob Shelton Enterprises shall include in: (1) the subdivision's Declaration of Restrictive Covenants; or (2) a restriction in the Deeds for all subdivision lots; the same information described in subsection 2.a. above. c. A separate recordable instrument that provides the same information described in subsection 2.a. above shall be filed with Denton County Clerk's Office. Before recordation, Bob Shelton Enterprises shall submit the proposed instrument to the City Attorney's Office for its review and approval of the instrument. d. There shall be included with every sales contract, between the builder (and his agent) and the first home purchaser of each lot, a copy of the City- approved plat that depicts the location of the Pittner Pad Site in relation to the lot being purchased, including the plat information described in subsection 2.a. above. Agenda Information Sheet December 17, 2013 Page 4 EXHIBITS 1. Staff Report 2. Site Location /Aerial Map 3. Existing Zoning Map 4. Proposed Zoning Map 5. Future Land Use Map 6. ESA Map 7. Notification Map and Responses 8. Applicant's Project Narrative 9. Applicant's Zoning Exhibit 10. Site Photos 11. September 25, 2013, Planning and Zoning Commission Meeting Minutes 12. Ordinance Respectfully submitted: Brian Locldey, AICP, CPM Planning and Development, Director Prepared by: Michele Berry Assistant Planner Exhibit I CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P &Z Date: September 25, 2013 TYPE: Rezoning CC Date: December 17, 2013 PROJECT #: Z13 -0006 Project Number: Z13 -0006, Kelsoe Tract Request: Rezoning of approximately 75.3 acres from a Neighborhood Residential 2 (NR -2) zoning district to a Neighborhood Residential 3 (NR -3) zoning district. Applicant: Bob Shelton Enterprises 2308 Ranch House Dr. Denton, TX 76210 Owner: J.M. and Patricia P. Kelsoe 4371 Country Club road Denton, TX 76210 Location: The property is generally located on the south of Ryan Road, north of the Kansas City Southern Railroad, approximately 950 feet east of Country Club Road (FM1830) and approximately 800 feet west of Forrestridge Drive. Size: Existing Zoning Designation: Proposed Zoning Designation: 75.3 acres +/- Neighborhood Residential 2 (NR -2) Neighborhood Residential 3 (NR -3) Existing Future Land Use: Neighborhood Centers Proposed Future Land Use: Neighborhood Centers Case Planner: Michele Berry DRC Recommendation: The Planning and Zoning Commission recommends APPROVAL of Z13 -0006 (6 -1). The Planning Division recommends APPROVAL of Z13 -0006 with restrictions. Summary of Analysis This rezoning request was originally considered by the City Council on November 5, 2013. The City Council denied the request by a 3 -3 vote. On November 19, the City Council voted 7 -0 to re- consider the request and directed staff to bring forth the application in a near future. As a reminder, the applicant is requesting the rezoning of the subject site, of approximately 75.3 acres, from a Neighborhood Residential 2 (NR -2) to a Neighborhood Residential 3 (NR -3) zoning district. If the rezoning request is approved, the applicant has ability to develop the area into a 263 -lot single - family home subdivision. This is a potential increase of 113 lots from what would be permitted under the current zoning. Findings of Fact 1. This request was previously considered by the Planning Zoning COMM/.SSlOn on ,September 23, 2013 and resulted in a 6 -1 vote to recommend approval 2. This request eras previously considered by the City Council on November 3, 2013 ichere a 3 -3 vote resulted in Denial. However, on November 19, 2013 one of the votes to deny move to rehear the request, per provisions of the City Charter. ... 3. The request is for a zoning change on approximately 73.3 acres of land from Neighborhood Residential 2 to Neighborhood Residential 3. This irould increase the potential number of single family lots from 130 to 263. This potentially increases the total number of homes by 113. 1. There are currently 7,42 7.8 28 acres in the City zoned NR-2 and 3,810.764 acres zoned NR -3. This change irould reduce NR -2 zoning to 7,352.528 ages and increase NR -3 zoning to 3,886.061 ages. This represents a one percent reduction in NR -2 zoned land and a 2 percent increase in NR -3 zoned land 5. The current future land use category on the property is Neighborhood Centers. No change is required to the Future Land Use Plan. 6 Prior to the 2002 citywide rezoning, the site was zoned Agricultural District (A). 7. Per the Denton Plan Future Land Use Element, balance among various styles, types, and prices of housing is a goal and variety of housing styles, types and prices are encouraged 8. Per the Denton Plan Future Land Use Element, the average city -iride single family density should be 3 units per gross acre. 9. A Residential Land Use Location ,S'tr'ategy in the Denton Plan is to "encourage all nel1) development to be contignous to existing development " 10. The piupose c f'the Neighborhood Residential land use is to preserve and protect existing neighborhoods and to ensure that any new development is compatible with existing land uses, patterns, and design standards. 11. Per the Denton Plan Future Land Use element, the four criteria to determine appropriate site- Specific residential densities are; • Design quality, - The rational is with additional density more attention to design is required to preserve quality cf life and property values. If the property is rezoned requirements in the Denton Development Code will influence the design of the subdivision. • Adequacy of public provisions, -The addition of 113 single fancily homes will put added pressure on utilities. However, theme are adequate sewer, water, and street facility. • Amenities provision, and Similar to design quality, if then amenities required by the Denton Development would be provided For example, park fees would be collected at time of'platting as explained below. • Compatibility with existing neighborhoods —South of the railroad and to the East are neighborhoods of similar density, however, north along Ryan Road residential lots are larger. The density proposed is between the existing NR -2 to the north and Neighborhood Residential 4 to the south and east. 12. The site is not platted Preliminary and final platting is required prior to ally additions improvements to the property and prior to the issuance of building permits. 13. According to the Mobility Roatray Plan, Creekdale Road is planned to be a Collector Street that runs through this site and will be built with this development. 14. Land uses within '4 Mile radius of the site include an elementary school at the north east corner of the site, large lot residential to the north of the site across Ryan Road, NR -2 zoned and developed residential uses to the northeast, a gas well to the west, agricultural to the east, and a storage or industrial type site to the south. 15. Adjacent zoning districts include NR -2 to the north, Extraterritorial .Jurisdiction (ETJ) to the east and south, NR -2 to the direct west, and Community Mixed U.se General and Neighborhood Residential 4 (NR-4) to the southwest - on the opposite side of the railroad 16 The site has two Environmentally Sensitive Area (ESA) designations. An ESA Stream Buffer runs generally north to south through the middle of the site on the southern portion. Generally covering the same area as the stream buffer and extending northward is an ESA f7oodplain. 17. Development of the ESA designated areas is subject to Sections 35.17.8 and 35.17.9 of DD C. 18. With the permitted gross density under the proposed zoning district and area reserved for floodplain and E,SA individual lot size ij)ill be reduced to approximately 0. 18 acmes or less. 19. Per the fire code remote access requirements, the existing frontage on Ryan Road will not provide sufficient distance between access points. The required access point will be required at the time of'platting and is required regardless if the property develops as NR- 2 or NR -3. 20. Using standard indnstty multipliers, this development can expect to add 98 elementary school students, 42 middle school students and 27 high school students to the DISD system. The adjacent Wayne Stuart Ryan Elementary ,School currently has 579 students and was built to handle 700 students. DISD does not have concerns about this development burdening school capacity. 21. The Kansas City ,Southern Rail Lane funs adjacent to the site's eastern property line. 22. Adequate roadway capacity exists on Ryan Road for the increased number of homes and trips per day generated by this zoning change. A Trgf fic Impact Analysis irill be required at the time of platting to ensure no additional improvements are required 23. Adequate Seller capacity is available via extending an offsite gravity main to the existing 27 -inch gravity main along Hickory Creek. 24. Water is available from the existing 12 -inch main along Ryan Road Hoirever, it is doubtful that a single feed could adequately provide domestic and fire crater protection to the proposed development. An offsite water main extension, to at least one of the folloll)ing lines is required unless the applicant can prove sufficient crater capacity using City approved models: a. 8 -inch main along Blackberry Way; b. 8 -inch main along Creekdale Drive; C. 12 -inch main along Sanders Road Recommendation The Development Review Committee finds that the request IS CONSISTENT with the general character of the area and IS CONSISTENT with the Denton Plan. On September 25, 2013 the Planning and Zoning Commission voted 6 -1 to recommend APPROVAL of Z13 -0006 to City Council. The Development Review Committee (DRC) recommends APPROVAL of Z13 -0006 with the following requirements: 1. A Type D landscape buffer, per Section 35.13.8.13 of the Denton Development Code, is provided between the single family and the existing drilling site on the property. 2. Purchasers of lots in the subdivision that are within 1,200 feet of the existing gas well pad site are to be notified about the location of the Pittner Pad Site through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the Pittner Pad Site. Said note shall also include a statement that advises lot purchasers the existence of producing wells, as well as the possibility that the well on the Pittner Pad Site may be re- drilled and /or re- fracked in the future. b. Bob Shelton Enterprises shall include in: (1) the subdivision's Declaration of Restrictive Covenants; or (2) a restriction in the Deeds for all subdivision lots; the same information described in subsection 2.a. above. c. A separate recordable instrument that provides the same information described in subsection 2.a. above shall be filed with Denton County Clerk's Office. Before recordation, Bob Shelton Enterprises shall submit the proposed instrument to the City Attorney's Office for its review and approval of the instrument. d. There shall be included with every sales contract, between the builder (and his agent) and the first home purchaser of each lot, a copy of the City- approved plat that depicts the location of the Pittner Pad Site in relation to the lot being purchased, including the plat information described in subsection 2.a. above. GENERAL NOTES _TOTE: Approval of this request shall riot constitute a inaiver or variance from arty applicable development requirement unless specifically rioted irz the conditions of approval arid consistent frith the Derztorz Development Code. _TOTE: All irritterz conmrerzts made irz the application arzd subsequerztsubmissiorzs (?f'irzfornzatiorz made during the application revieir process, irizich are orz file frith the 00) ofDerztorz, shall be considered to be birzdirzg upon the applicant, provided such comments are riot at variance frith the Derztorz Plarz, Derztorz Development Code or other development regulations irz eff "ect at the time of development. Surrounding Zoning Designations and Current Land Use Activity: Northwest: Neighborhood Residential 2 (Agricultural and Single - Family Uses) North: Neighborhood Residential 2 (Agricultural & Single - Family Uses) Northeast: Neighborhood Residential 2 (Single - Family Uses & Institutional) West: East: Neighborhood Residential 2, Communit-v Mixed use General - - Neighborhood Residential 4 & Extra (Agricultural and Single - Family Territorial Jurisdiction (ETJ) Uses) (Acreage with or without Agricultural Use & Single Family Uses) Southwest: South: Southeast: Neighborhood Residential 4 Neighborhood Residential 2 & Extra (Farm & Ranch Improvements & Territorial Jurisdiction Extra Territorial Jurisdiction (ETJ) Single Family Uses) (Acreage with or without (Farm & Ranch Improvements) Agricultural Use &Industrial) Source: City ofDenton Geographical brformation System and site visit by Ow staff In terms of use, both the NR -2 and NR -3 zoning districts are primarily residential in nature. The NR -2 district allows additional uses considered compatible with more rural development such as kennels and veterinary clinics with a Specific Use Permit (SUP). There are some differences in housing types allowed; NR -2 allows for manufactured housing with an SUP while NR -3 allows for attached single - family homes with an SUP. Notably, gas wells require an SUP in the NR -3 district but are allowed in the existing NR -2 district with Limitation 27. Limitation 27 states any gas well "Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production." Per the regulations on gas well development a new home may not locate closer than 250 feet to an existing gas well. If this zoning change takes place, then the existing gas well on the property will be considered legally non - conforming as it never received an SUP and any subsequent well development on the site will be required to obtain an SUP. The tables below list the permitted uses and general regulations of the existing zoning district of NR -2 and the proposed zoning district of NR -3. The highlighted portions show differences between the two zoning districts: P= Permitted, N =not permitted, SUP= Specific Use Permit Required, L(X) = Limited as defined in Section 35.5.8 and the limitations are listed below: Categories Residential Land Use Agriculture P (Proposed) P Livestock L(7) L(7) Single Family Dwellings P P Accessory Dwelling Units SUP L(1) SUP L(1) Attached Single Family Dwellings N SUP Dwellings Above Businesses N N Live/Work Units N N Duplexes N N Community Homes For the Disabled P P Group Homes N N Multi - Family Dwellings N N Fraternity or Sorority House N N Dormitory N N Manufactured Housing Developments SUP N Commercial Land Use Categories Home Occupation P (Proposed) P Sale of Products Grown on Site N N Hotels N N Motels N N Bed and Breakfast N N Retail Sales and Service N N Movie Theaters N N Restaurant or Private Club N N Drive - through Facility N N Professional Services and Offices N N Quick Vehicle Servicing N N Vehicle Repair N N Auto and RV Sales N N Laundry Facilities N N Equestrian Facilities SUP N Outdoor Recreation P P Indoor Recreation N N Major Event Entertainment N N Commercial Parking Lots N N Administrative or Research Facilities N N Broadcasting of Production Studio N N Sexually Oriented Business N N Temporary Uses L(38) L(38) Industrial Land Use Categories Printing / Publishing N (Proposed) N Bakeries N N Manufacture of Non - odoriferous Foods N N Feed Lots N N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N N Wholesale Nurseries N N Distribution Center/Warehouse, General N N Warehouse, Retail N N Self- service Storage N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels L(37) N Veterinary Clinics L(14) N Sanitary Landfills, Commercial Incinerators, Transfer Stations N N Gas Wells L(27) SUP L(27) Limitations L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed 1 per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential stricture shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1000 sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One additional parking space shall be provided that conforms to the off - street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential stricture shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size Institutional Land Use Categories Basic Utilities L(25) (Proposed) L(25) Community Service N N Parks and Open Space P P Churches P P Semi - public, Halls, Clubs, and Lodges SUP SUP Business/ Trade School N N Adult or Child Day Care SUP SUP Kindergarten, Elementary School SUP SUP Middle School N N High School N N Colleges N N Conference /Convention Center N N Hospital N N Elderly Housing N N Medical Centers N N Cemeteries N N Mortuaries N N WECS (Free- standing Monopole Support Structure) SUP SUP WECS (Building- mounted) SUP SUP Limitations L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed 1 per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential stricture shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1000 sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One additional parking space shall be provided that conforms to the off - street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential stricture shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten acres in size. An SUP is not required for such an accessory residential stricture where the lot size is equal to or greater than ten acres. L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one per each acre over three. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. L(25) = If proposed use is within 200 feet of a residential zone, approval is subject to a Specific Use Permit. L(27) = Must comply with the provisions of Subchapter 19, Gas Well Drilling and Production. L(37) = Five (5) -acre minimum land area required and no more than twenty -five (25) kennels per acre allowed, including indoor and outdoor runs. A natural buffer strip is required adjacent to any residential use. L(38) = Must meet the requirements of Section 35.12.9. In terms of development standards, the two districts are different. The NR -3 district allows for increased density, smaller setbacks, and increased lot coverage as shown in the chart below. Per the current NR -2 zoning up to 150 homes may be built on the proposed. If approved, the zoning amendment would allow for 113 additional single family homes to be constricted, totaling 263 homes. These homes would have smaller lot sizes than if developed under the current zoning. General Regulations NR-2 NR-3 � (Existing) (Proposed) For subdivision greater than 2 acres Maximum density, dwelling units per acre 2 3.5 Minimum side yard for non - attached buildings 10 feet 6 feet For all buildings Maximum lot coverage 30% 50% Minimum landscaped area 70% 50% Maximum building height 40 feet 40 feet Maximum WECS height 55 feet 55 feet The Denton Development Code lists the criteria for approval of a zoning amendment in Subchapter 35.3.4.13. The applicable criteria and analysis are provided below. Staff reviews applications and makes a recommendation based on these criteria. 1. The proposed rezoning conforms to the Future Land Use element of The Denton Plan. The Future Land Use element of the Denton Plan is Neighborhood Centers. The purpose of the Neighborhood Centers Land Use is to preserve and protect existing neighborhoods and to ensure that any new development is compatible with existing land uses, patterns, and design standards. All Neighborhood Residential and Neighborhood Mixed Use zoning districts can be compatible within this future land use category. There are several goals identified in the Future Land Use Plan for Neighborhood Centers. Goals relevant to this project are listed below: Land Use Element Goals Does this project Explanation address the goal? Balance and variety among Yes The proposed rezoning would various styles, types, and provide smaller lot residential prices of housing. tracks to balance larger lot residential tracks. Average city -wide single No The proposed rezoning would family density of 3 units per increase density on this track to gross acre. greater than 3 units per acre; however, it is a small portion of the City. Encourage new development Yes Though existing residential to be adjacent to existing development is not directly development adjacent, it is in close proximity. . Higher densities where Yes Infi°astructure is available as infrastructure can support and discussed below and the site is near jobs, schools, shopping, adjacent to a school. and cultural centers. Increase the percent of owner Yes New single family homes are occupied dwellings to 60 generally owner occupied percent. Per the Denton Plan Future Land Use Element, there are four criteria to determine appropriate site - specific residential densities; • Design quality - The rationale for this requirement is with higher density additional attention to design is a necessity to preserve quality of life and property values. If the property is rezoned requirements in the Denton Development Code will influence the design of the subdivision. • Adequacy of public provisions - The addition of up to 113 single family homes will put added pressure on utilities. However, as addressed below there are adequate sewer, water, drainage, and street facilities. • Amenities provision — Similar to design quality, additional attention is a necessity to preserve quality of life and property values with increased density. Amenities required by the Denton Development would be provided. For example, park fees would be collected at time of platting, as explained below, to augment park services. • Compatibility with existing neighborhoods — South of the railroad and to the East of the subject site are neighborhoods and tracts zoned Neighborhood Residential — 4 (NR -4), however, north along Ryan Road residential lots are generally one to three acres in size. The overall density proposed is between the existing NR -2 development to the north and NR -4 zoning and developments to the south and east and may provide a transition in gross density between these districts. Based on meeting a majority of applicable goals in the Denton Plan and addressing the four criteria to determine appropriate site specific density, the proposed rezoning conforms to the Land Use Element of the Denton Plan. 2. The proposed rezoning facilitates the adequate provisions of transportation, water, sewers, schools, parks, other public requirements and public convenience. It is anticipated that the existing public utilities, other public requirements and public convenience are adequate to serve the proposed residential development, with required improvements. Staff from building inspection, wastewater and water engineering, development review engineering, fire, planning, parks, and real estate departments /divisions have reviewed the application and concluded adequate services are available, details are presented in the findings -of -fact. Required improvements and fees will be further evaluated at the time of platting. There are adequate school resources to serve the potential future population should the rezoning be approved. Using standard industry multipliers, this development can expect to add 98 elementary school students, 42 middle school students and 27 high school students to the Denton Independent School District (DISD) system. While many DISD schools are near capacity, the adjacent Wayne Stuart Ryan Elementary School currently has 579 students and was built to handle 700 students. In addition, the district is constricting a new elementary school near Lantana, and the district is having bond election next year for additional school development. In speaking with DISD representatives, there are no concerns about school capacity related to the proposed rezoning. Existing Conditions: A. The site is currently not platted and is developed with a gas well and frac -water pond. B. Adjacent zoning districts include NR -2 to the north and west, Extraterritorial Jurisdiction (ETJ) to the east, and NR -2 to the south. C. Land uses within 1/4 mile radius of the site include an elementary school at the north east corner of the site, large lot residential uses to the north of the site across Ryan Road and west, 1/3 acre residential lots to the northeast and east, smaller -lot single family lots to the east, a gas well to the west, agricultural to the east, south, and west, and a storage or industrial type site to the south. D. The Kansas City Southern Rail Line nuns adjacent to the site's southwest property line. Comprehensive Plan: The site is currently located within a Neighborhood Centers Future Land Use designation. Per the Denton Plan Land Use Element ideals for new neighborhood centers are described below: Neighborhood Centers are within the undeveloped urban and urbanized areas of the city, new neighborhoods may develop in traditional patterns. Mixed -use and mixed housing types will be allowed to develop in a pattern of "neighborhood centers ". These are oriented inwardly, focusing on the center of the neighborhood. These neighborhoods exemplify the interrelationship between quality of development, density, services and provision for adequate facilities. These developments should locate the center of the neighborhood within a five to ten minute walking distance from the edge of the neighborhood. The center contains uses necessary to support the surrounding neighborhood. These support services could include service oriented retail such as a small grocery, hair salon, dry cleaner or small professional offices. Residential uses may occur at higher densities with townhomes or residential flats above service- oriented uses. Open space occurs in neighborhood centers with park uses including central neighborhood greens and floodplain preservation. Civic uses such as fire stations, schools, libraries, and mass transportation nodes are encouraged to be essential elements of neighborhood centers as landmarks that are a focus to the neighborhood. Limited multistory development in the neighborhood may be developed to incorporate shops on the ground floor and offices or residences on the upper floors. Zoning Allocation: This rezoning request moderately affects the zoning allocation of the NR -2 and NR -3 zoning districts throughout the City as shown in the table below. The change in acreage roughly represents a one percent reduction in NR -2 zoned land and a two percent increase in NR -3 zoned land. Zoning Allocation Zoning District Current Allocation (acres) Proposed Allocation (acres) NR -2 7,427.828 7,352,528 NR -3 3,810.764 3,886.064 Nearest Fire and EMS Station Name of Station Approximate Distance From Subject Property Fire/EMS Fire Station 46 2.7 miles Source: 00) ofDerztoz GIS Anticipated Water, Wastewater, and Stormwater Demand: A. Estimated Demand: Subject Property Estimated Impact Analysis 75.3 ± acres Proposed Demand Adequate to Serve (Yes or No Permitted Density 3.5 units /acre Yes Potable Water Consumption (GPM) 394 (peak domestic) Yes Wastewater Generation (GPM) 293 (peak) Yes Storm water Demand (CF S) 353 cfs Yes B. Available Capacity: Water is available from the existing 12 -inch main along Ryan Road. However, it is doubtful that a single feed could adequately provide domestic water and fire water protection to the proposed development. Unless the applicant can prove existing capacity at time of platting using City approved models, an offsite water main extension is required, to at least one of the following lines: a. 8 -inch main along Blackberry Way; b. 8 -inch main along Creekdale Drive; C. 12 -inch main along Sanders Road. Sewer is available via extending an offsite gravity main to the existing 27 -inch gravity main along Hickory Creek. C. CIP Planned Improvements: None. Roadways /Transportation Network: A. Estimated Demand: Subject Property Estimated Impact Analysis 75.3 ± acres Proposed Demand Adequate to Serve Yes or No Permitted Density 3.5 units /acre Yes Average Annual Daily Trips (AADT) 2,522 Yes PM Peak Hour Trips 269 Yes AM Peak Hour Trips 203 Yes B. Available Capacity: Ryan Road is currently a 2 -lane rural undivided highway. As such, Ryan Road can serve up to 9,400 vehicles per day. Traffic counts from a four -day period in 2012 show an average of 1,398 westbound trips per day and 1,798 eastbound trips per day. There is currently capacity for an additional 6,204 trips per day. This is more than enough capacity to serve the proposed development with the existing road. C. Roadway Conditions: Ryan Road is classified as an unimproved perimeter street along property frontage. This development is responsible for constriction of 28 -feet wide concrete pavement, 5 -foot wide sidewalk, curb and gutter, and required drainage improvements along Ryan Road frontage. Signal cost participation is required for the intersection of Ryan Road and Country Club Road. A traffic impact analysis (TIA) is required upon platting to determine need for right/left turn lanes into the development along Ryan Road. D. CIP Planned Improvements: There are no planned CIP Improvements within vicinity of this development. Environmental Conditions: There are two types of Environmentally Sensitive Areas (ESAs) on the subject property; undeveloped floodplain and riparian buffers. Any proposed development would be subject to Sections 35.17.7 and 35.17.8 of the Denton Development Code. Limited development is allowed in undeveloped floodplain areas and riparian buffers on the subject property. The increase in density associated with the proposed zoning change would allow increased lot coverage, additional lots and associated pavement, resulting in increased rainwater runoff. Preservation of ESAs and adequate conveyance of runoff will be evaluated at time of platting and any needed mitigation measures will be enforced at that time. Electric: Electric service will be provided by Denton Municipal Electric (DME). DME representatives have reviewed the proposed zoning change and provided comments to the applicant. There are no issues with provision of services. Parks: There are several parks near the subject property that will be adequate to provide services to residents. The property is 3,100 feet from Cross Timbers Park, Bent Creek Park and Lake Forest Park. It is also 7,600 feet from South Lakes Park. • Cross Timbers Park is a 70 acre multiple node neighborhood park that offers 1 basketball court, 10 benches, 1 bridge, 2 drinking fountains, 6 grills, 1 pavilion / outdoor learning classroom, 8 picnic tables, 2 playgrounds, interpretative signage, 1.17 miles of hard surface trail, 0.75 miles of soft surface trail, and one sand volleyball court and 0.5 acres of fishing opportunities along with convenient access to US Army Corp of Engineer property. • Bent Creek Park is a 21.47 acre natural area and is currently undeveloped but offers opportunities to observe wildlife in the riparian a setting. • Lake Forest Park — is a 6932 acre community park that offers 12 benches, 2 drinking fountains, 2 pet drinking fountains, 3.8 acres of dog park with three separate areas, 6 dog waste stations, 1 community message board, 56 concrete parking spaces, 3 picnic tables, 1 playground, interpretative signage, 0.47 miles of hard surface trail, 1.42 miles of soft surface trail, and 11 acres of fishing opportunities. • South Lakes Park is a 187.29 acre community park a half court basketball court, 29 benches, 4 bridges, 2 drinking fountains, 12 grills, 2 pavilions, 78 picnic tables, 1 practice football, soccer, and rugby field, 1 restroom, 1 large destination playground, 147 concrete parking spaces, 2 tennis courts, 3 dog waste stations, interpretative signage, 237 miles of hard surface trail, 0.85 miles of soft surface trail, and one sand volleyball court and 8 acres of fishing opportunities in 2 lakes (The lake closest to Hobson Road is stocked by TPWD every 2 weeks with Trout from Nov to February and Channel Catfish March through October) and one fishing pier, 2 community message boards The Parks Department will collect 915 and 916 fees to improve existing park infrastructure. New parks are not planned for this area in the area unless there is a significantly inexpensive, undevelopable lot or foreclosure in the area that makes the best economic sense for the City to acquire. The 915 fees will be due at the time of platting and are in -lieu of parkland dedication. Based on 245 units x 2.5 acres per 1000 people x 2.8 people per unit, they project will owe the equivalent of 1.715 acres to the Parks Dept for the 915 fees. The fee in lieu of land will be decided based on property values and discussions with the parks department. The 916 fees would include $291 per unit estimated to total $71,295 which would be due incrementally when each building permit is issued. Exhibit 2 Site Location /Aerial Map goo 1,000 o Feet Exhibit 3 Existing Zoning Map goo 1,000 o Feet Exhibit 4 Proposed Zoning Map goo 1,000 o Feet Exhibit 5 Future Land Use Map 500 1,000 o Feet Exhibit 6 ESA Map _7 ESA St re a m B uffe r 0 300 600 100 Floodplain mmmmmmmmm:::� Feet Exhibit 7 Notification Map & Responses 3805 RENS P C RD 30 WE GTON AK CIR 02 EL 25 COUNTRYCLUB RD 4 LAUR NS P E R 34 WELLI 317 SANDERS RD 15 R YAL OA CI 7 OY LO 09 RENS P CE RD SANDERS RD SANDERS RD 13 ROY L KS IR9 OY LO KS IR 1 41 COUNTRYCLUB RD 1 R A S CI 3 R YA OAI BRD 08 LAU NS LACER 17 R0 AL0 K COUNTRY CLUB RD 19 ROY LOAKS 1 5 R YAL 12 R ALO KS IR URENS P RD ALO KS IR 2 R[ 13 LAU RE PLACER. RYAN RD -- 1 ROYALOAKS CIR 4 OY L 49 COUNTRYCLUB RD ALO K5 ROYALOAKS C IR29 R LO KS IR 3D RC W RYAN D D 0 W RYAN RD R YA OA C LA RENS PLACE D 1 3857 COUNTRYCLUB RD 3817 RENS P CE RD W RYAN W RYAN D 25 RO AL0 RY N RD ROY LO KS IRS JTRYCLU 28 R ALOA SCI 30 OYA OA SC 3885 COUNTRYCLUB RD 21 LAU ENS PLAC RD R YA OA LLJ 730 Y N RD 730 RYAN RD \71 UNTRYC UB RD p Q {V O �J 1 W RYAN R Y W RYAN RD -89 COUNTRYCLU�RD w I \1 r 8889 C R °s. YCLUB RD �.� `s kr�, 'rti� CD I ��,� I � 500 Foot �° LL Buffer IN FAVOR E200 Foot NEUTRAL Buffer OPPOSED ltil SUBJECT PROPERTY 971 W RYAN I _I IC KORYC -11R HIC KI NOTICE' OF PUBLIC HEARING Z113-000,6 The), Planning and Zoning Conirnission of the City of Denton, willi hoild a pubic hearing on Wednesday, September 25, 2013 and consider making a reconimendafion to tho City Coundf regarding a razo,nlng from a Neighborhood Residenfial 2 (NR-2) zoning rJistrict to a N16ghborhoodl ResldenfiW 3 (NR,,.-3,) zoning district on approximately 753 acres. The subject propeIrty, is gerierally located an the south of Ryari Road, niortfi of V,ie Kansas City Southern RaHroad, approxiniateiy 950 feel emst of, I W1 830 and approx4nately 8,00, feet west of Forrest Ridge Road. The pubfic hearkig will start at 6,30 p.m. iin the City Council Chambers of City Hall locatedi at 215 E. McKinneyF Street, Denton, Teems. Because you own property within two hundred (200) feet of 00 subjuct Property, the Planning and Zoning Commission out d fiAe to hear how you feetaboat this request and invites you lo aRend the pubfic heating, Pleas,e,, in order for youir op ii to be taken Punto account, return this foram with your Comments punier to the dait(-,4 of the public hoanng. (This in no way prohibits you from attending, and parlicipa1ing in the pubfir hearing.) You may fax it to the nurriber cwaled at the bollom ot mall it to the address betaw or drop it off iri-persow Planning and Development Department Attn. Michele B rry,, Project Manager 221 N. Elm ST Denton, Texas 76201 These forms are used to calculate the percentage of landowners that support and oppose thile request, The Commission is informed of the percent of responses in Support anid in opposdion, M favor of requp,�J,-` Reasons for Opposition, Neutral to, request Opposed to request ,,, V WIP114 0/) —� . . . . . ...... Signature; ................ . . . . 1. 7d� Printed Name: Maifing Address,: City, State iZnp :: "Felephone Number, 200 feet Phy%icol Address cif Property within CITY OF DENTON, TEXAS CffY HALL WEST iDENTOIN, TEXAS 76,201 - 940349 8,541 - fl NO 349 7707 ) PAamr, /� ► The Planning and Zoning Oommission of the City of Denton will hoW a putillic hearing, on Wednesday, September 25, 2013 and consmd'er Making recornmendatkm to the CIty Courvdi regarding rdling a rezoning from a Neighborhood IRe %4en imr,l 2 (NR-2) ) o,nirr i distract two rim Neu hborhood Residential identiall - ) znningi district on approximately 75 3 acres "1"Mree subjeot property is gencrally llee trtcl on via mtouth of Ryain Read, noft of the Kainsais City Southern Railroad,, approximately at lly 50 feel east of FM 1830i and, approximately 800 feet west of Forrest Ridge Road. "The, public hearing will start at 6:30! mm. in the Cfty Council Charnibers of City" Hall located at 215, E McKinney Street, Denton, Teams. Becatose yrara cairn properly rrrittrin two hundred (.2DO) feet of the subject propwly,, tho Manning, and Zoning Commission would Ike to hear how you too/ e this request and invitas you to rrtfe nd the pubft hearing, Please, in order for your opinion to be Wen gntol account, return this form vAth u, ur comments prior to the Ideate of the pebllae hearing. ( This in, no way prohibits yore frvuarrm alfend0g, and prarticipafing, in the public hear kV.) You rnaayr fax it 'to the number tonated ,al the bottom or rarmei$ it to the address below or drop d off in ure rr: , Planning and Development Department Attn: Michele (Project Manager 221 N. IMrn ST Denton. Texas 762011 ': � �✓ h M.: , u. � N M �Mi. � r iN " M K e !P Ik Po � '� {i'. . M. W..K � ', M �F M YI �Mn... In fear ref re e u t � hpleultrrolll to ro<y9,met. Opposod to root Real rwt, r bpp intro Mailing Address:: p ' City, State Zip Telephone rarm a -r: 1CITY OF ww DENTON, TEXAS 762,011 - 940349,8541 - (F) 940.3491707 - ,,Ivrur P U WAg�;e NOTICE OF PUBLIC HEARING Z1 0106 The Planning and Zoning Commission of the City of Dentolin will hold a Ipublic hearing on Wednesday, September 25, 2013 and consider making a recornmen,dation to thn City Council iregardin g a 1-0, zorling from, a NelghlborhoGd Residentiall 2 (NIR-2), zoNngi dlistrlM to a Nelghborhood Residential 3 (NR-3) zoning district lo,r) approximately 75.3 acres, The, subject property is generally k3cated on Ahle soluth of Ryan Road, north of the Kansas Cfty Southern Raillroad, approxmiat6y 950, feet east of FMI830 and approximately WO fleet west of Foirrest Fudge If oad. The public headrig will start at 6:30, p,rn, in the City Council Chambers of City Hall ilocated at 215 E McKinney Street, Denton, Texas, ecause yoll own joj°opetjy within two hundred (200) feet of the Wbject propedy, Me Planning and Zoning Coninv'ssion woulld hko to beat, how you feel abotllf fhll; request and inivites yarn to attend' the pubfir heafiog, Please, in order for your opinion to be, takem ontol account, return this form with your c;onirnents prior to the date of the public hearing, (This in, no way Cara bibits yoo From attending AM participath in the pubfic headng) You may tax it to the number located at the bottont or mail it to tlr1jN , address below or drop ft off in-person. planning and Development Department Attn: Mlichele Berry, Pirofect Manager 221 N. Elm, ST Denton,, Texas 76201 These forms are usedi to calculate the percentage of landowners that support and oppose the request. The Commission is Informed of the (percent of responses in support and in, upposibor'n. In favo�r of req u o�st ..... . ....... Reasons for Opposition; &gnalure: Printed Narnw., Mailing Addres& City, State Zip: . ......... Telephone Number Physical Address of Please circle one: Neutral to request Opplosedi to request. CITY OF DENTON, TEXAS CITY HALL WEST • DEN TON, TEXAS 7520 1 , 940349 8641 - (Fi 9410 W,77'07 N�O�TI�C'E OF PVBLI�C HEARING ZI 3-00061 The Planning and Zoning Commission of the City of Denton Will hold a pubilic hearing on Wednesday, September 25, 2013 and consider making a recommendation to the City Councill regarding a rezoning from a Neighborhood Residential 2 (NR-2) zoning district to a Nei,ghl>orhoodl ReslAentiall 3 (NR-3) zoning distnct on approximately 75,3 acres. The subject property is generally located on the south of Ryan Road, north of the Kansas City Southern Railroad, approximately 950 feet east of FMI830 and approximately 800 feet west of Forrest Ridge Road. The public hearing will :start at 630 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within Iwo hundred (2010) feet of the subject property, the Plarmirig and Zoning Commission would like to hear how You feei about this request and invites you to aftenid the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments 1prior to the date of the public hearing. (This in no way proftibits you from attending and participating in the public hearing.) You may 'fax it to the number located at the bottoirn or mail it to the address below or drop ft off in�porsom Planining and Development Department Attn: Michelle Berry, Project Manager 221 N. Elm ST Denton, Texas 76201 These forms, are used to calculate the percentage of landlowners that support, and oppose the request. The Commission is informed of the percent of responses tin support and in opposition). Please c1rulle one: ln favor of request Neutral to requiest 0ir gloves Reasons for Opposition: 0 J Av"." k"L Slignature� n .................... Printed Name: e 7 Ma�ifing Address-. Cilty, State Zip: Telephone Nurnber: rr i,r 4 - --------- Physical Address of Property within, 200 feet: 'f ', CITY OF DENTON, TEXAS CITY HALL WEST • DENTONI. TEXAS 76201 - 940,349,8541 - (F) 940,349.7707 NOTICE OFoPUBLICaHEARING ZI 3-0006 The Ptanning and Zoningi Commissloin of the C,1y of Dentori wN hold a publi1c, hearing on Wed,nesday, Soptembor 25, 2013 and consider rnaking a reolon irnendHfioln to the City Couill regaill a m7oriinig from a Neighborhood Residential 2 (NR-2) zonkig district to a Neighborhood Residential 3 (NR-3) zoning disinct on approximately 75.3, acres. The sub, ect property, is gerer�fliy iocaindl l the 5 ii , oUth all Ryart Road, north of the KansilS City SCUthern Railroad, approxi6tately 950 feet, eaist of FM183,0 ai id approxintateily 810,0 feet west of IForrest Ridge Road, The public heariii will start at 630 ip.rn in tfr�e City Counefl Chambers of City Flaii located at 215 R. McKinney Street, Denton, Texas. Bel you own property withki two hundred (2'OQ), feet Of the subject 1'=pet1,y, thip Plan,ning avW 7oning Commission would Me to il how you foof about il request and inviles y0v to afterid Ow publik heanng. Please, in ordot for your opiinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no Way prohibits you from attending and parliciplating in the pubfic hearing) YoAJ nuzlv fax it to the, nUrnber Ioluated at the bottorn, or rnail it to the address below or drop it off in-peirson, YT57=777"M Attn: Michele Berry, Project Manager 2211 N1. �Elm ST Denton, Texas 76201 These, forms are used to calculate, the porcentaige of landowners that support and oppose the request. The Commission is inlortned of thew percent of responses in support and in oppoOioin- Please circte ovie: In faivor of request Neutral to request l OpposedloreqUeSi"' iReasons for Opposition: All 4v 2, L --z .............. -.L:-, . . .. ...... Sic'JnalturkU'� — Printed Narne: MaiHng Address,: M City, State ZP: . . ............................. . . . .... � "I c TeIepholne Nuinibec � . .. . ...... . Physical Address of Property wiffiini 200 feet, C/Tyr OF DENTON, TEXAS CITY HALL VVESlr - DENTON, TEXAS 76201 • 940.349.8544 - (F) 940.349 7707 Exhibit 8 Applicant's Project Narrative Zonina Chanae Proiect Narrative, Location: 501 W. Rvan Road: south side of Rvan Road. west of and acliacent to Wavne Stewart Rvan Elementary School Puraose: To change the zoniina and dleveloo the Drooertv in a manner that is sustainable, comoatible, and marketable with surroundino existino uses and current market forces. Existina and IPr000sed Land Use: Existino Zoniina: NR-2 Pr000sed Zonina: NR-3 Existino Plat(s): No Plats exist for the orooertv Acreage: 75.3 acres Land Characteristics: ProDertv is bounded on the West by auricultural use and railroad right of way. on the South by a commercial use to the East by the elementairy school and vacant or aaricultural land. and on the North Ibv Rvdn Road and an elementary school. A half-section of Creekdalle Drive (a future Collector) is constructed adiacent to the orooertv along the west side of the elementary school and connecting with Rvan Road (a future Secondary Mlaior Arterial). A oas well site exists in the northwest Dortio,n of the Drooertv. Per Citv maos, ESA is located en the orooertv, mainly in the form of undeveloped floodDlain and rioarian: buffer, Existing Uses,,*. Vacant / Aairiculture / Gas Well Pr000sedUses: Anoroximateiv 260 sincilefamilv residential lots are beino or000sed. Pr000sed oross density is less than 3.5 units / acre. Setbacks from the existino oas well Der City standards are DrODOsed. ESAs in the form of FloodDlain exist on the subiect tract. These areas are to be intearated into the desion and. for the Most Dart. oreseirved as open sDace and used for Dassiive recreational use. Other area adioinino the ESA and floodolain will also be dedicated as ODen soace to sunoort communiltv amenities that cannot be loicated within ESA and floodDlalin. At t�his time it is assumed the GIN will not desire w lic iDark land dedication. and therefore all ooen Mace and a orovided to serve the communitv will be DrivateN owned and maintained bv a mandatory homieowner"s, association (HOA). 11 * w - - NEW., extended: Creekdale Drive. and at least one additional residential street ronrMcl 7' Road as reauired to satisfv "remote a�ccess" rules. Other roads. includinai tfi Plan. will be extended to the oeirimeter of the aroDertv in ordleir to oroviide for circuiation and connectivity with the future development of adiacenit land. Existino Utilities- Utilities in the form of City water. s,anitary sewerand dlectric exist to the north of the orooeirtv. aiono Rvan: Roadl. Progosed Utilities: Water will be Drovided by connections with the existing 12-inch line Ilocatedl in Rvan Road. If modefina (to be Derfoirmed at time of final al'attlina and desian) indicates that ISIS].-wil 101 17,RIE u7ap Nis] M1919r. 1011919 w w A MI-M Droiect as or000sed. If Indeed 100D Ina is reauiirdd. orovemenit is likelv needed n that wil I eveintualIv need', to be Ell I :�; 11 1111 1 41� ruink line located in the Hickory Creek flood• lain to the south. T oroDos 0 0� chanae wiII have a nealiaible im♦act on the caioacitv of the trunk Ii ig4q P11 te at this time. 'Existino ToDoaraDhv and Drainaae: A very sliahit ridge exists in the middle of the orooertv stretching north, to south. The site drains from this hiah noiint. east and west to floodolains, that then flow southerly. The exisgrio, elementary school drains, its detention oond to this tract that then drains into the,eastern floodolalb. The existing slooes are comparatively oentle and well- suited for the or000sedaroie'dt, a 7#74 0 Control of noise. odor. fumes. dust�. and liahtina. and sufficient landscaioina and screenina; created biv the develooment will be accoirnolished with reouired. and if necessarv, enhanced techniauies and methods to be determined at the time of w and desion. Nuisances. if an are no Dateid to be exacerbated or sianificantiv different from the existina zw as a result of the or000sed zonino chanae. 10MM., I It is anticiDated that the DroDosed uses and develooment on the tract will be consistent with and in accordance with all reauiirements of the DDC. Impact of the P,roolosed Chanae On: 701 0 4 0 0 6 # 0 the Future Land Use Elemontof The Denton Plan,. The DrODOSed zone chance matches c. The Bak nce of Lgiadi Uses in the City., The balance of Land Uses in the Citv will not be altered as a result of the DroDosed zone change. The number of single- family residential:: units that can potentially be develooed will increase sliahtIv. However. because of the ire llat ivetv'liim ited area of change. and minor change in allowed density comoared to the existing zonina. the iincrease is negligible and not measurable in the context of The Denton Plan. d. Adequate Public Facility Elements of The Denton Plan and How the Change Will Effect the Provision of Services Anticioated: in The Denton Plan: Because of the relatiivelv limited area of chianae. and minor chianiae in allowed density comoared to the existing zonino. the oronosed zoniinia change will have a nealioible imoact on the services provided by the City. DME. the D.I.S.D.. and other services anticipated in The Denton Plan. a. The existina land use oattern surrounding the i)roi)ertv and the oossible iml)act on existina or future development or uses are in accordance with existino M*oulations: The surrounding mix of future uses are compatible or the same as the uses proposed on the tract. Namelv. other residential uses and an elemenitary school whiichi is best located within or adiacent to residential communities. Adeouate adl enc'v rules and reaulationis exist related to aas wells and residential uses. and will be,comoried with,. Furthermore. the chianae of zoning does not materially alter. comoopnid. diminish. or exacerbate aniv perceived adiacenev issues that might alreadv be Dresent with the existina zoning. b. The oossible creation of an isolated district unrelated to adiacent and nearby districts: This will not occur as the oroDertv is bounded ' by atailroad. a future arterial roadwav and future uses and districts similar to that otonosed for the nrooertv. c. The 000ulation density in order to facifitatd,the adequate orovision of ttansoottation. water. sewer. schools. oarks. oijblic convenience. and other oublic recuirements: The area of proposed chianiae is not laude .enough. and the chance in allowed density will not increase the population enough (fewerthan 400 oersonis). to create negative impacts on the orovision, of services related to noDulation. Furthermore. the nr000sed development will add to the arterial roadwav nietwdrk and will extend new utilities that will serve other orooerties and ooDulation arowth In the area. d. The cost to the City and other covernmental entities in orovidina. imorovino. increasing. or maintainina oublic utilities. schools. streets and other oublic safety measures: The area of orot)osed chahab is not larae enough. and will not increase the Dooulation, enoughi (fewer than 400, nersons). to create neaative impacts on the orovision, of services related to DoDulbtioni. Furthermore. the proposed development will add to the arterial roadwav network and will extend new utilities that will serve other oroDerties and Dooulation arowthi in the area. e. The oossible imoact on the environment. including but not limited to. drainage. soil erosion and sedimentation. floodina. air cualitv and water cuantitv: Nothing about the development proposed will imoact in the environment in a neciative way. The proposed develoornent will aenieraliv oreserve existing floodDlain and adhere to the City of Denton Code. f. Whether there are substantial reasons whv the orooertv cannot be used in accordance with existina zonina or that or000sed by the Future Land Use Mao: The or000sed zone chanoe and Droiect matches the Future Land Use Mao. The density allowed with the existing zonino for the orooertv is lower than or000sed and cannot surmort the combined cost of land. infrastructure. and open i soace imDrovemenits reauired to delivera successful. sustainable community which i addresses current market forces. The recuested zone chancie is comoatible with surroundino and adiaednit-uses. Exhibit 9 Applicant's Zoning Exhibit M.4P Kelsoe Tract RYANI ROAD, DENTON, TFXA' JULY 2UY3 Exhibit 10 Site Photos Exhibit 11 Excerpt of the Draft September 25, 2013 Planning and Zoning Commission Minutes REGULAR MEETING The Planning and Zoning Commission convened a Regular Meeting of the Planning and Zoning Commission of the City of Denton, Texas was held on Wednesday, September 25, 2013 and began at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time the following items were considered: Schaake called the Regular Meeting to order at 6:51 p.m. 4. PUBLIC HEARINGS: Locldey introduced Michele Berry. Berry stated the purpose of this request is to rezone the approximately 75.3 acres of land from a Neighborhood Residential -2 (NR -2) to a Neighborhood Residential -3 (NR -3). Berry stated Country Club Road is planned to become a four -lane Secondary Arterial, Creekdale Drive is planned to be a collector that will connect to Teasley Road. Also, Ryan Road is planned to be a Secondary Major Arterial. Berry stated the proposed zoning would allow for 3.5 units for maximum density. The minimum side yard would be 6 feet, and the maximum lot coverage would be 50 %. Berry stated there were a few neighborhood concerns, which are as follows: increased traffic, school overcrowding and increased density. The applicant has met with the Principal of the neighboring elementary school and they stated they have room for growth. Staff sent 17 Public Hearing notices to property owners within 200 feet of the subject site, and 12 courtesy notices to property owners within 500 feet of the subject site. At this time staff has received (two) 2 in opposition and there (3) in favor of this request. Berry stated there are two (2) criteria for approval based on the DDC; staff recommends approval of this request. Berry stated the density would be higher than existing on the north side of Ryan Road; however, it would be compatible to the other existing areas. Bentley questioned the access points for the proposed subject site. Berry stated they would have to use Ryan Road, and the other access point is being determined, based on the separation of access points. Berry stated the applicant is working with the neighboring school to use their access point as well. Conner questioned when the expansion of Ryan Road and Country Club Road would take place; Escobar stated those are Texas Department of Transportation roads; they are proposed for the next 2 -3 years. Briggle questioned gas wells being permitted in an NR -2; Briggle also questioned Limitation 27 of the DDC; Leal stated those questions would need to be discussed in a Closed Session. Schaake questioned the additional amount of houses that would be allowed with the NR -3 zoning districts allowed density. Berry stated approximately 113 additional houses would be allowed. Berry stated the applicant is present. Bentley questioned the language used in the Development Review recommendation; Berry stated she felt it was in compliance with the Denton Comprehensive Plan and the Future Land Use designation. Thomas Fletcher, Kimley -Horn and Associates, 5750 Genesis Court, Ste 200, Frisco, Texas Fletcher thanked staff on their work. Fletcher stated there are no plans or intentions to add additional gas wells onsite. Fletcher added the lots and distances meet the requirements of the DDC. Fletcher stated he spoke with the Principal of the neighboring elementary school and they are willing to work together. The school did have concerns in regards to the fence. Fletcher stated the applicant has agreed to constrict a six (6) foot masonry fence between the perimeter of the elementary school and the subject site. There would also be a four (4) foot chain link fence installed along the eastern property line with the roadway connection. There would also be sidewalks installed for access from the neighborhood to the elementary school; along with bicycle racks. Fletcher stated there would be three (3) access points for the neighborhood to get to Ryan Road. This proposed development would include several open green spaces and amenities to preserve the area. Schaake questioned the zoning of the Thistle Hills subdivision; Berry stated it is Neighborhood Residential -4. The northern sites are zoned NR -2. Schaake opened the Public Hearing. Kimberly Caples, 5500 Risks Road, Denton, Texas Caples stated she would like more information on the home values of Thistle Hills subdivision and the minimum square foot of the proposed houses. There was no one else to speak on this item; Schaake closed the Public Hearing. Berry stated the home values would be determined at a later date, and the square footage is not something this Commission regulates. Bentley questioned a rough estimate of the lot sizes. Locldey stated the average lot size would allow for a variety of home sizes. Taylor stated in Subchapter 5 of the DDC, the minimum lot size is 10,000 square feet. Taylor added there could be roughly 218 lots at 10,000 square feet each. Locldey clarified the regulation in Subchapter 5 of the DDC applies to subdivisions that are less than two (2) acres, so it is based on density. Taylor thanked Locldey for clarifying. Schaake stated the approximately 100 additional homes would add additional traffic and services to the area and school. Berry stated after speaking with Denton Independent School District, their representative did not foresee an issue with the proposed growth. Commissioner Devin Taylor motioned, Commissioner Thom Reece seconded to approve this zoning request. Motion approved (6 -1). sAlegaMur documents\ordinances\13\1 I 3-0006.doc Exhibit 12 Draft Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR A ZONING CHANGE FROM A NEIGHBORHOOD RESIDENTIAL 2 (NR-2) ZONING DISTRICT AND USE CLASSIFICATION TO A NEIGHBORHOOD RESIDENTIAL 3 (NR-3) ZONING DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 75.3 ACRES OF LAND LOCATED ON THE SOUTH SIDE OF RYAN ROAD, APPROXIMATELY 950 FEET EAST OF COUNTRY CLUB ROAD (FM 1830) AND 800 FEET WEST OF FORRESJ'RIDGE DRIVE, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; AND PROVIDING FOR A PENALTY IN THE, MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONSTIJEREOF, SEVERABILITY AND AN EFFECTIVE DATE (Z13- 0006). WHEREAS, Bob Shelton (Bob Shelton Enterprises) has applied for a change in zoning on approximately 75.3 acres of land legally described in Exhibit "A" and depicted in Exhibit "B", attached hereto and incorporated herein by reference (hereinafter, the "Property"), from a Neighborhood Residential 2 (NR-2) zoning district and use classification to a Neighborhood Residential 3 (NR-3) zoning district and use classification; and WHEREAS, on September 25, 2013, the Planning and Zoning Commission held a public hearing as required by law, and upon conclusion of the public hearing, the Planning and Zoning Commission adopted a motion that recommended approval (6 -1) of the change in zoning; and WHEREAS, on November 5, 2013 the City Council held a public hearing as required by law, at which time concerns were raised regarding an existing gas well site that is included in the area sought to be re-zoned; and WHEREAS, the existing gas well site (hereinafter "Pittner Pad Site") (API#- 42 -1.21- 31487) is one of five gas well sites depicted on a Gas Well Development Plat that was approved by the City on March 28, 2002 (GWP02-006) and WHEREAS, the re-zoning of the Property will result in homes being built in close proximity to the Pittner Pad Site; and WHEREAS, upon conclusion of the public hearing a motion to approve the requested zoning was made, however the motion failed for lack of a majority, and thus the zoning request was denied; and WHEREAS, per Section 2- 29(8)(11) of the City Code of Ordinances, a Council Member who voted against the November 5, 2019 motion requested that the Council reconsider the denial of the rezoning request, and WHEREAS, on November 19, 2013, the Council made and adopted a motion to reconsider the rezoning request and further directed City Staff to schedule a new public hearing for the item, as well as directing City Staff to provide notice of the public hearing as required by State law and City Ordinance; and sAlegal\our documents\ordinances\ I 3\z 13 -0006. doc WHEREAS, on December 17, 2013, the City Council held a public hearing as required by law; and WHEREAS, the City Council finds that overlay restrictions are necessary to address the concern regarding the construction of homes in close proximity to the existing gas well site; and WHEREAS, the City Council finds that the request change in zoning, together with the overlay restrictions identified herein, is consistent with the Denton Plan and the Development Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION L The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. The zoning district and use classification for the Property is hereby changed from a Neighborhood Residential 2 (NR-2) to a Neighborhood Residential 3 (NR-3) subject to the following overlay restrictions: 1. A Type D landscape buffer, per Section 35.13.8.B of the Denton Development Code is provided between the single family and the existing drilling site on the property. 2. Purchasers of lots in the subdivision that are within 1,200 feet of the existing gas well pad site are to be notified about the location of the Pittner Pad Site through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the Pittner Pad Site. Said note shall also include a statement that advises lot purchasers the existence of producing wells, as well as the possibility that the well on the Pittner Pad Site may be re-drilled and/or re-fracked in the future. b. Bob Shelton Enterprises shall include in: (1) the subdivision's Declaration of Restrictive Covenants; or (2) a restriction in the Deeds for all subdivision lots; the same information described in subsection 2.a. above. A separate recordable instrument that provides the same information described in subsection 2.a. above shall be filed with Denton County Clerk's Office. Before recordation, Bob Shelton Enterprises shall submit the proposed instrument to the City Attorney's Office for its review and approval of the instrument. sAlcgakour docLirnents\ordinances\13\z I 3-0006.doc d. There shall be included with every sales contract, between the builder (and his agent) and the first home purchaser of each lot, a copy of the City-approved plat that depicts the location of the Pittner Pad Site in relation to the lot being purchased, including the plat information described in subsection 2.a. above. Notwithstanding the attached real property description, the property being rezoned includes all property to the centerline of all adjacent street rights-of-way SECTION 3. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 4. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 5. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of 52013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY R-M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: sAlegakour documetits\ordiiiatices\13\z13-0006.doc sAlegahour docui-nents\ordinances\13\z13-0006.doc s:\Iegal\our documents\ordinaiices\13\z1 3-0006.doc ffoX*j" s:\Iegal\oLir documents\ordinances\ I 3\z 13 -0006. doe 0 500 1.000 Feet Pudblhc V ieai -hr AGENDA INFORMATION SHEET AGENDA DATE: December 17, 2013 DEPARTMENT: Planning and Development ACM: John Cabrales, Jr. SUBJECT Continue a public hearing and consider adoption of an ordinance of the City of Denton, Texas amending Subchapter 22 of the Denton Development Code, pertaining to certain definitions and to the sequence of permits necessary for constriction, drilling, and production activities; providing a cumulative clause; providing a severability clause; providing for a penalty; and an effective date. The Planning and Zoning Commission (P &Z) recommended approval with a 7 -0 vote. BACKGROUND On October 29, 2013, the City Council adopted Ordinance No. 2013 -304 amending Chapter 29 of the Code of the City of Denton, Texas regarding the adoption of the International Fire Code, 2009 edition, by adding Subsection 105.6.47 and Subsection 34063.9, relating to permits for drilling and operating gas wells. Subsequently, DCA13 -0003 is intended to clarify the City's current practice and to remain consistent with the recently updated Fire Code. As such, DCA13- 0003 proposes two amendments. The first amendment is a revision to the Subchapter 22 definition of Gas Well Permit. The current definition reads: — Gas Well Permit. Any written license granted by the City of Denton for the exploration, drilling, development, production, and operation of natural gas, issued pursuant to riles and regulations of this Subchapter. A Gas Well Permit is required for each well. The proposed new definition states: — Gas Well Permit. Any written license granted by the Department for constricting the site; drilling, hydraulic fracturing; completion, production, and re- working activities; maintenance and repairs; site closure; well plugging and abandonment; and associated activities related to production, issued pursuant to riles and regulations of this Subchapter. A Gas Well Permit is required for each well. The proposed change identifies the entity issuing the gas well permit as the Department, defined in DDC Subchapter 23 as The Planning and Development Department of the City. In addition, Agenda Information Sheet December 17, 2013 Page 2 the revised definition clarifies the City's current practice and includes additional activities in the definition that are currently described in DDC Section 35.22.7 (Gas Well Permit Required). The second amendment will be to DDC Section 35.22.4 (Required Authorization for Gas Well Drilling and Production in City Limits) Paragraph A, by adding a number 5, to read: — 5. Approval of a Fire Code operational permit. The proposed revision will read as follows: Section 35.22.4.A.1 -5 No gas well drilling or production activities may commence within the City limits until the following authorizations have been obtained, in the following sequence: 1. Approval of a Specific Use Permit, where required by Section 35.22.3.13, approval of a Detailed Plan in a PD district, or site - specific authorization in a MPC district; 2. Approval of a Watershed Protection Permit, where location of any gas well drilling or production activities is proposed on land in the flood fringe or in an Environmentally Sensitive Area (ESA), subject to the application requirements and standards of Section 35.22.5.A.8; 3. Approval of a Gas Well Development Site Plan, subject to the application requirements and standards of Section 35.22.6; 4. Approval of a Gas Well Permit, subject to the application requirements and standards of Section 35.22.7: and S. Approval of a Fire Code operational permit. OPTIONS 1. Approve as submitted. 2. Approve with conditions. 3. Deny. 4. Continue the Public Hearing. 5. Table item. RECOMMENDATION The P &Z Commission recommended APPROVAL by a 7 -0 vote. PRIOR ACTION/REVIEW November 20, 2013 - P &Z Public Hearing. December 3, 2013 - City Council continued the public hearing. Agenda Information Sheet December 17, 2013 Page 3 EXHIBITS 1. Draft minutes from the November 20, 2013 P &Z Commission meeting 2. Draft Ordinance Respectfully submitted: Brian Locldey, AICP, CPM Planning and Development Department Director Prepared by: e* lZM14-41-066 Darren Groth, AICP, CPM, REP Gas Well Administrator 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Exhibit I Draft minutes from the November 20, 2013 P &Z Commission meeting 4. PUBLIC HEARING: A. Hold a public hearing and consider making, a recommendation to the City Council regarding amendments to the City's Gas Well Ordinance, Denton Development Code Subcha tee r 22, pertaining to certain definitions and permits for construction, drilling, and production activities. (DCA13 -0003. Darren Groth) Locldey introduced Groth. Groth stated this is a recommendation for City Council to amend Subchapter 22 of the Denton Development Code (DDC). Groth provided a brief background on this request. On October 29, 2013 City Council approved Ordinance 2013 -304 to amend City Code Chapter 29 of the DDC. This is regarding the adoption of the International Fire Code, 2009 Edition. The following are the two subsections that were added: Subsections 105.6.47 and 34063.9; which are in regards to permits for drilling and operating gas wells. The two proposed amendments to the DDC under DCA13 -0003 are: two amendments to clarify the City's current practice and remain consistent with the updated International Fire Code. Groth stated the first amendment revises the definition of Gas Well Permit. This identifies the issuing entity as the Department Defined in DDC Subchapter 23 as The Planning and Development Department of the City of Denton. The second amendment adds a number 5 to DDC Section 35.22.4.A - Required Authorization for Gas Well Drilling and Production in City Limits, to read: 5. Approval of a Fire Code operational permit. Groth stated the Fire Code Operational Permit is the last step prior to drilling the well. Groth stated following this Public Hearing the next step would be a Public Hearing before City Council, which is scheduled on December 3, 2013. Groth stated staff recommends approval of the proposed Code Amendment. Briggle referred to the platted areas by the Texas Railroad Commission, Briggle questioned if a gas well operator were to drill in the City, would they complete this same proposed process. Groth stated the cities process addresses any operating permit within the City of Denton. Groth added the current steps would still occur and are required for all gas well applications. Briggle questioned if the City has any say over where the gas wells are placed if there is a plat through the Texas Railroad Commission. Groth stated the cities process is why Subchapter 22 of the DDC was drafted. Briggle thanked Groth on his clarification. Locldey questioned Groth if there is such a thing as a Texas Railroad Commission plat. Groth stated there is; however, it is a separate plat than what is applied for through the City. Schaake opened the Public Hearing. Cory Littleheles, 3316 Hornbeam Street, Denton, Texas Littleheles stated his daughter and wife both have respiratory issues, the drilling cause's damages to innocent children and teens. Littleheles stated allowing drilling this close to residential is ridiculous. Littleheles referred to all the permitting requirements needed for his commercial business he owns within the City; a gas well permit should be as strict. Allowing the applicants to operate under an old permit and not doing anything about it says you don't care for us and the citizens. There are other ways to go about this. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Alyse Ogletree, 3401 Buckthorn Lane, Denton, Texas Ogletree stated she moved to this area two years ago, raising a family, and has a three year old with an immune deficiency. Ogletree stated her son has to do regular breathing treatments. Ogletree stated she is for the ordinances; however they need to be worked on and a process needs to be more defined. Ogletree added citizens need to be made aware of gas wells and their existence in the area. There was no one else to speak on this item. Schaake closed the public hearing. Taylor stated these two amendments are good for the City. Commissioner Devin Taylor motioned, Commissioner Amber Briggle seconded to approve this request. Motion approved (7 -0). Exhibit 2 Draft Ordinance ORDINANCE 2013 -XXX AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING SUBCHAPTER 22 OF THE DENTON DEVELOPMENT CODE,PERTAINING TO CERTAIN DEFINITIONS AND TO THE SEQUENCE OF PERMITS NECESSARY FOR CONSTRUCTION, DRILLING; AND PRODUCTION ACTIVITIES; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY; AND AN EFFECTIVE DATE (DCA13- 0003). WHEREAS, the City of Denton, Texas is a home rule city acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code and accordingly enjoys broad powers of self governance; and WHEREAS, the authority of a home rule city to regulate the exploration and production of natural gas within its city limits and extraterritorial ly, as herein provided, is legislatively recognized, inter alia, at Section 92.007 of the Texas Natural Resources Code; Chapter 54, 211, 212, 217, and 551 of the Texas Local Government Code; Chapter 26 of the Texas Water Code; Chapter 382 of the Texas Health and Safety Code; and numerous other legislative and Constitutional provisions of the State of Texas; and WHEREAS, the City Council, pursuant to Ordinance No. 2002 -040 adopted the Denton Development Code (the "Development Code ") wherein contained is the City's gas well drilling and production regulations, Subchapter 22, attendant with applicable procedures and definitions in Subchapters 3 and 23; and WHEREAS, the City amended Ordinance No. 2002 -040 pursuant to Ordinance No. 2013 -013 to further address gas well drilling concerns within the City of Denton; and WHEREAS, it has come to the attention of the City Council that the City's current policies for defining and issuing gas well permits in accordance with Development Code Subchapter 22 require clarification; and WHEREAS, on October 29, 2013, the City Council amended Chapter 29 of the Code of the City of Denton, Texas regarding the adoption of the International Fire Code, 2009 edition, by adding Subsection 105.6.47 and Subsection 3406.3.9, relating to permits for drilling and operating gas wells; and WHEREAS, the revised definition of Gas Well Permit in Development Code Subchapter 22 clarifies the identity of the entity responsible for reviewing, approving, and issuing gas well permits as the City's Planning and Development Department; and WHEREAS, the revised definition of Gas Well Permit in Development Code Subchapter 22 clarifies the list of specific authorized drilling and production activities upon the issuance of a Gas Well Permit, as set forth in various sections of Subchapter 22; and WHEREAS, the amendment to Development Code Section 35.22.4.A by adding a number 5 to read: Approval of a Fire Code operational permit, is consistent with the October 29, 2013 amendments to Chapter 29 of the Code of the City of Denton, Texas and clarifies the City's current practice of reviewing, approving, and issuing gas well permits; and WHEREAS, after providing notice and after conducting a public hearing on November 20, 2013 as required by law, the City Council finds that the subject changes to Subchapter 22 of the Development Code are consistent with the Comprehensive Plan and are in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. All of the above recitals, including the findings made therein, are hereby found to be true and correct factual and legislative determined of the City of Denton, Texas and are hereby approved and incorporated by reference as though fully set forth herein. SECTION 2. Subchapter 22 of the Denton Development Code ( "Gas Well Drilling and Production ") is amended to incorporate the specific changes as identified in Exhibit 1, which is attached and incorporated fully herein by reference. SECTION 3. All ordinances in conflict herewith, are amended and superseded to the limited extent of such conflict, and all remaining sections and provisions of such ordinances, not in direct conflict herewith, are herby made cumulative. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED at the City Council meeting posted and commenced on the day of , 2013. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Im APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY A BY: Exhibit 1 1. Section 35.22.2 of the DDC is amended to revise the definition of Gas Well Permit as follows: — CURRENT: Gas Well Permit. Any written license granted by the City of Denton for the exploration, drilling, development, production, and operation of natural gas, issued pursuant to rules and regulations of this Subchapter. A Gas Well Permit is required for each well. — NEW: Gas Well Permit. Any written license granted by the Department for constructing the site; drilling, hydraulic fracturing; completion, production, and re- working activities; maintenance and repairs; site closure; well plugging and abandonment; and associated activities related to production, issued pursuant to rules and regulations of this Subchapter. A Gas Well Permit is required for each well. 2. Section 35.22.4 (Required Authorization for Gas Well Drilling and Production in City Limits) Paragraph A, shall be amended by adding a number 5, to read: — 5. Approval of a Fire Code operational permit.