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HomeMy WebLinkAboutMarch 04, 2014 AgendaAGENDA CITY OF DENTON CITY COUNCIL March 4, 2014 After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, March 4, 2014 at 2:00 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 March 4, 2014. 3. Receive a report, hold a discussion, and give staff direction regarding proposed changes to the current Building Permit and Fee Schedule. 4. Receive a report, hold a discussion, and give staff direction regarding the FY 2012 -13 Comprehensive Annual Financial Report and annual audit. 5. Receive a report, hold a discussion, and give staff direction regarding potential budget amendments to the FY 2013 -14 Operating and Capital Improvement budgets. Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. CLOSED MEETING 1. Closed Meeting: A. Deliberations regarding Real Property — Under Texas Government Code Section 551.072; Consultation with Attorneys — Under Texas Government Code Section 551.071. 1. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interest located (1) in the M.E.P. & P.R.R. Company Survey, Abstract No. 927, located generally in the 500 block of North Mayhill Road; and (2) in the Morreau Forrest Survey, Abstract No. 417, located generally in the 600 block of South Mayhill Road; and (3) in the David Hough Survey, Abstract No. 646, located generally in the 1900 block of South Mayhill Road; and (4) in the David Hough Survey, Abstract Number 646, located generally in the 2100 block of South Mayhill Road, all tracts located in the City of Denton, City of Denton City Council Agenda March 4, 2014 Page 2 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 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 & Municipal Landfill) 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. 927, City of Denton, Denton County, Texas, and generally located on the west line of North Loop 288 south of Holland Lane. 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. (Singing Oaks Acquisitions — 69KV) 3. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of certain real property interests located in the T. Toby Survey, Abstract No. 1288, City of Denton, Denton County, Texas, and generally located on the southwest corner of North Locust Street and Beall 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. (North Locust Properties, LLC Acquisitions — 69KV) B. Certain Public Power Utilities: Competitive Matters — Under Texas Government Code Section 551.086; and Consultation with Attorneys — Under Texas Government Code Section 551.071. 1. Receive a further presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding the proposed "Denton Municipal Electric — Energy Risk Management Policy" that deals with bidding and pricing information for purchased power, generation and fuel, and Electric Reliability Council of Texas (ERCOT) bids, prices, offers and related services and strategies, and the terms and authorizations related thereto, as well as other and further public power information. Consultation with the City of Denton City Council Agenda March 4, 2014 Page 3 City's attorneys regarding legal issues associated with the "Denton Municipal Electric — Energy Risk Management Policy" where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any potential litigation. Discuss, deliberate, provide staff with direction, consider and take final action adopting an ordinance approving the Policy in the Closed Meeting. 2. Receive a presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive and financial issues regarding purchased power pricing information including the proposed "Second Amendment to Full Requirements Wholesale Electric Power Service Agreement between the City of Denton, Texas and NextEra Energy Power Marketing, LLC" (Second Amendment). Consultation with the City's attorneys regarding legal issues associated with the said Second Amendment where a public discussion of this legal matter would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any potential litigation. Discuss, deliberate, provide staff with direction, consider and take final action adopting an ordinance approving the said Second Amendment in the Closed Meeting. C. Consultation with Attorneys — Under Texas Government Code Section 551.071. 1. Consult with and provide direction to City's attorneys regarding legal issues and strategies associated with 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, standstill agreements or other cessation regulations and take any appropriate action regarding the above in the meeting of today's date as it concerns municipal regulatory authority or matters relating to enforcement of the ordinance. D. Consultation with Attorney — Under Texas Government Code Section 551.071; and 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 proposed amendments to the economic development incentive agreement for Golden Triangle Mall. This discussion shall include commercial and financial information the City Council has received from City of Denton City Council Agenda March 4, 2014 Page 4 Golden Triangle Mall 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 incentive. 2. 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 the creation of a public improvement district and proposed amendments to the economic development incentive agreements for the Rayzor Ranch mixed -use development. This discussion shall include commercial and financial information the City Council has received from Rayzor Ranch developers 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 incentive. E. 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. GOV'T. 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: 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." City of Denton City Council Agenda March 4, 2014 Page 5 2. PROCLAMATIONS /PRESENTATIONS A. Proclamations /Awards 1. Severe Weather Awareness Week 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 1. Monica Jones regarding high utility bills for persons on a fixed income, and issues with the Fire Marshal and Police Department. 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 — I). 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 — I 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, authorizing the City Manager to execute a Professional Services Agreement (PSA) with Freese and Nichols, Inc. for 15- percent design and engineering services for the relocation of utilities along the proposed Texas Department of Transportation Right -of -Way for FM 2181 from Windriver Lane /Teasley to the Corinth city limits; and providing an effective date (File 5488— awarded to Freese and Nichols, Inc., in the not -to- exceed amount of $216,503). The Public Utilities Board recommends approval (6 -0). B. Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the supply of hot mix asphalt concrete and the lay down of the asphalt for the City of Denton Streets Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 5463— awarded to Jagoe- Public Company, in the estimated annual amount of $4,000,000 for a three (3) year not -to- exceed amount of $12,000,000). C. Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas ( "City "), as buyer, and Miles Land Company, Inc., a Texas corporation (the "Owner "); as seller, to acquire (i) fee simple to a 0.586 acre tract situated in the Morreau Forrest Survey, Abstract No. 417, located in the City of Denton, Denton County, Texas, and being generally located in the 600 block of South Mayhill Road; for the purchase price of One Hundred Thousand Seven Hundred Dollars City of Denton City Council Agenda March 4, 2014 Page 6 and No Cents ($100,700.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "A ", authorizing the expenditure of funds therefor; and providing an effective date. (Parcel M104 Miles Land Company — Mayhill Road Widening and Improvements project) D. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to make application to the Texas Department of Housing and Community Affairs Emergency Solutions Grant Program and take all other actions necessary to obtain and implement the program; and providing for an effective date. E. Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of a three (3) year agreement for the Esri Small Utility Enterprise License Agreement (ELA) for ArcGIS software suite utilized by Denton Municipal Electric which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5466 awarded to Environmental Systems Research Institute, Inc. (Esri) in the not -to- exceed amount of $75,000). The Public Utilities Board recommends approval (6 -0). F. Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas ( "City "), as Buyer, and Kevin Nelms and Richard Greb and wife, Nancy Greb (collectively the "Owner "); as Seller, to acquire (I) fee simple to a 7.628 acre tract; (II) fee simple to 3.326 acres; and (III) a drainage easement encumbering 0.196 acre, all lands located in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being generally located in the 2100 block of South Mayhill Road; for the purchase price of One Million Four Hundred Eighty One Thousand Five Hundred and Eighty Dollars and No Cents ($1,481,580.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "A ", authorizing the expenditure of funds therefor; and providing an effective date. (Parcel M137 -M138 Nelms —Greb — Mayhill Road Widening and Improvements Project and Municipal Landfill) G. Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Developers Agreement with RLB INVESTMENTS, LLC to allow the developer to temporarily lease parking spaces from the City at the downtown lot, located at the northeast corner of Bolivar Street and McKinney Street; providing a default and indemnification clause; and providing an effective date. H. Consider adoption of an ordinance of the City of Denton, Texas amending Ordinance Nos. 2013 -330 and 2014 -040 to extend a "Standstill Agreement" between the City of Denton, Texas and Eagleridge Operating, LLC until midnight on May 6, 2014 with regard to certain disputes and issues over gas drilling in the City to allow the parties an opportunity to engage in global settlement negotiations as it concerns unresolved issues between them; and providing for an effective date. City of Denton City Council Agenda March 4, 2014 Page 7 L Consider adoption of an ordinance clarifying by amendment the penalty provisions of Ordinance No. 2013 -073, relating to credit access businesses; providing for severability; and establishing an effective date for the amended ordinance. 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 a 2.115 acre tract; and (ii) a slope easement, encumbering a 0.202 acre tract, for the public use of expanding and improving Mayhill Road, a municipal street and roadway; generally located in the 500 block of North Mayhill Road, each affected tract located in the M.E.P. & P.R.R. Company Survey, Abstract No. 927, City of Denton, Denton County, Texas, as more particularly described on "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 therefore; making findings; providing a savings clause; and providing an effective date. (Parcel M070 551 Mayhill Joint Venture — Mayhill Road Widening and Improvements Project) B. 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 a 1.029 acre tract (the "Mayhill tract "); (ii) fee simple to a 0.624 acre tract (the "landfill tract "); and (iii) a slope easement encumbering a 0.076 acre tract, for; (a) as concerns the Mayhill tract and the slope easement, the public use of expanding and improving Mayhill Road, a municipal street and roadway; and (b) as concerns the landfill tract, for the public use of expanding and improving the City of Denton landfill, a permitted municipal solid waste disposal facility located in the City of Denton, Texas, generally located in the 1900 block of South Mayhill Road, each affected tract located in the David Hough Survey, Abstract Number 646, City Of Denton, Denton County, Texas, as more particularly described on 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 therefore; making findings; providing a savings clause; and providing an effective date. (Parcel M136 Haggard — Mayhill Road Widening and Improvements Project and Municipal Landfill) 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider adoption of an ordinance directing the publication of Notice of Intention to issue $19,500,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. City of Denton City Council Agenda March 4, 2014 Page 8 B. Consider adoption of an ordinance directing the publication of Notice of Intention to issue $75,000,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. 7. PUBLIC HEARINGS A. Hold a public hearing and consider adoption of an ordinance regarding a rezoning of an approximately 54.25 acre tract of land: specifically by rezoning 30.56 acres from Neighborhood Residential Mixed Use (NRMU) with overlay conditions to a Neighborhood Residential 6 (NR -6) zoning district with overlay conditions and, amending overlay conditions on the remaining 23.57 acres of the site which will remain as NRMU. The subject property is generally located at the northwest corner of Ryan Road and Teasley Lane and is legally described as a 54.2517 acre tract situated in the J. Fisher Survey, Abstract 1018, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date. The Planning and Zoning Commission recommends approval (6 -0.) 8. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 9. 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. B. Possible Continuation of Closed Meeting under Sections 551.071 - 551.086 of the Texas Open Meetings Act. City of Denton City Council Agenda March 4, 2014 Page 9 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 2014 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. Work Session 3 AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Planning and Development ACM: John Cabrales, Jr. n SUBJECT Receive a report, hold a discussion, and give staff direction regarding proposed changes to the current Building Permit and Fee Schedule. BACKGROUND Since 1998, the City Council has adopted four (4) amendments to the Building Permit and Fee Schedule for various building permit types and associated fees for residential and commercial construction. The latest amendment occurred in 2008 for new permit fees for one and two - family dwellings. The Building Inspections Division recently performed a review of the existing building permit fees to determine how competitive Denton is with other comparison cities and if so, determine if there are fee adjustments warranted to the Building Permit and Fee Schedule. As part of this review, staff surveyed several north Texas municipalities (i.e., Flower Mound, Lewisville, Frisco, Allen, and McKinney). Staff also received input from the Finance Department regarding Building Inspections overhead obligation to all other City departments. Staff has completed their review and is prepared to make recommendations for the City Council's consideration on amendments to the fee structure. Staff members met recently to discuss the current Building Permit and Fee Schedule and to determine if any fees needed to be adjusted or added. As each fee was discussed, staff was asked to consider these questions before making any suggestions about changing or adjusting a fee. • Does this fee cover the cost of our service to process, review, and inspect this item? • How does this fee compare with similar fees from other comparable cities? • Is this fee onerous for the person who is required to obtain the permit? • Do we keep this fee low because the value of the work being performed is also low? After considering these questions, staff recommends the following changes to our Fee Schedule: 1. One and Two - Family Dwellings — Staff compared our fees to Allen, Frisco, McKinney, and other cities , and determined that their fees are approximately double Denton's fees. Staff is recommending that the City adopt the same fee table as Allen, Frisco, and McKinney. The existing fee (Exhibit 1, Table 1) is a permit fee that is based on square footage, $0.40 /sf that provides for a maximum fee amount of $1400 for a 3,500 square foot home. Agenda Information Sheet March 4, 2014 Page 2 of 4 As larger homes have been constructed, the City has missed the additional revenue. Staff proposes a home valuation based fee that is priced based on the total value of the proposed home within specific value ranges (i.e., $1 to $1,000,000.00). This would result in an overall increase in this revenue and capture more of the housing sizes that may be constructed. This valuation fee structure is consistent with the commercial fee structure currently implemented. 2. Multi- Family Dwellings — after comparing our permit fees with other comparable cities (as mentioned above), Staff found that Denton's permit fees are less than half the average fees of some other similar cities. Staff is recommending that the City use the current Commercial Building Permit Fee table for new multi - family dwelling permit fees. If we use this existing table, which has been used for many years for all other new commercial permits, the fees for multi - family permits would be similar to the average of other comparable cities. Currently, because of their construction type and overall site development, Multi - family dwellings are viewed as commercial structures. The existing fee (Exhibit 1, Table 2), is a permit fee that is based on square footage $0.18 /sf. Staff proposes a valuation based fee (Exhibit 1, Table 3) that is priced based on the total value of the proposed Multi - Family structure within specific value ranges (i.e., $1 to $100,000.00) with no maximum. This would result in an overall increase in this revenue and align the fee structure with the actual construction type and site development of the property. 3. Temporary Certificates of Occupancy — This is a new fee. The development community is familiar with a Certificate of Occupancy (every new commercial structure or business is required to have one); however, there are many instances when a contractor is close to the end of a project and he asks the City for a Temporary Certificate of Occupancy (T.C.O.). This T.C.O. is a permit that the Building Official may issue, if he chooses, to allow access to the building or facility for a specific purpose and for a specific group of people. An example would be if someone is building a restaurant and the only items left, in order to get a final inspection, are the installation of the parking lot light poles, the installation of the handicapped parking signs, and a few trees that are on backorder. The contractor may request a T.C.O. allowing for the stalking of the kitchen and allowing the kitchen crew to practice cooking on the new equipment. The Building Official is permitted to issue a T.C.O. including stipulations that the structure will only be used for storing food and supplies, and that only kitchen staff is allowed to occupy the building. T.C.O.s are also required to have an expiration date. They are used on almost every commercial building project. T.C.O.s take staff time, extra inspections, and extra consideration. Staff is recommending that the City charge a nominal fee (Exhibit 1, Table 7, Line 29) of $.005 /sq ft with a minimum $100 fee. This will cover a percentage of the administration cost for a T.C.O. Agenda Information Sheet March 4, 2014 Page 3 of 4 These three changes to our Fee Schedule, coupled with smaller fee adjustments detailed in Exhibit 1, will help cover our cost of services. PRIOR/ACTION REVIEW On November 19, 2013, the City Council directed to staff to bring this issue to a future Work Session when more time could be dedicated to this proposal. October 21, 2008, the City Council approved Ordinance No. 2008 -260 authorizing new permit fees for one and two - family dwellings. September 23, 2008, the City Council approved Ordinance No. 2008 -218 authorizing a new Building Permit Fee Schedule that included several permit and fee changes. November 27, 2001, the City Council adopted Ordinance 2001 -448 authorizing a change in new commercial building permit fees. September 8, 1998, the City Council approved Ordinance 1998 -269 authorizing a new Permit and Inspection Fee Schedule. FISCAL INFORMATION Staff's suggested changes to the Building Permit and Fee Schedule could have a significant impact to the General Fund. Currently, the projected revenue for the Building Inspections Division for Fiscal Year 2013 -2014 is $2,192,140 and the current budget, including all overhead costs is $2,273,471. This leaves the Building Inspections Division with a $106,000 shortfall. RECOMMENDATION The Building Inspections Division recommends that the City Council adopt the proposed Building Permit and Fee Schedule increases. EXHIBITS 1. Current Building Permit and Fee Schedule showing proposed changes 2. Spreadsheet showing proposed revenues with and without suggested fee change Prepared by: Kurt Hansen, CBO, CPM Building Official Agenda Information Sheet March 4, 2014 Page 4 of 4 Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Exhibit 1 Current Building Permit and Fee Schedule Showing Proposed Changes Table of Contents: BUILDING INSPECTIONS '�"� 221 N ELM STREET DENTON, TEXAS 76201 940 - 349 -8360 PHONE �, , s 940 - 349 -7208 FAX PERMIT AND FEE SCHEDULE (Effective April 1, 2014) Table 1 - Permit Fees for 1 & 2 Family Dwellings Table 12 - Water Tap & Meter Fees Table 2 - Permit Fees for 1 & 2 Family Dwellings Table 13 - Water Tap Fees Table 3 - New Comm & Multi Family Building Fees Table 14 - Wastewater Tap Fees Table 4 - Electrical Permit Fees Table 15 - Water Impact Fees Table 5 - Mechanical Permit Fees (Lots Platted before 1998 & after 2008) Table 6 - Plumbing Permit Fees Table 16 — Wastewater Impact Fees Table 7 - Miscellaneous Fees (Lots Platted before 1998 & after 2008) Table 8 — Additions / Alterations / Fire Damage Table 17 — Water & Wastewater Impact Fees Table 9 - Sign Permit Fees (Lots Platted between 1998 — 2003) Table 10 - Consumer Health Permit Fees Table 18 — Water & Wastewater Impact Fees Table 11 - Engineering Inspection & Parking Lot Fees (Lots Platted between 2003 -2008) Table 1 Permit Fees for 1 & 2 Family Dwellin s Type Permit Fee Proposed Fee 1. Permit Fee 50.40 / SF, 5450 Min. & S1,400 Max. See Table 2 below 2. Plan Review Fee 560.00 3. Temporary Power Pole 515.00 4. Temporary Utilities Fee 535.00 5. Fence Permit - Residential 535.00 6. Retaining Wall Permit 535.00 '2-00 I I 7. Retaining Wall Plan Review 560.00 8. Park Development Fee 5291.00 Table 2 Permit Fees for 1 & 2 Family Dwellin s Total Valuation* Proposed Fee 1. S1 to 5100,000.00 5643.75 for the first 550,000.00 plus 57.00 for each additional 51000.00 or fraction thereof:, to and including 5100,000.00 2. 5100,001.00 to 5500,000.00 5993.75 for the first 5100,000.00 Mitts 55.60 for each additional 51000.00 or fraction thereof:, to and including 5500,000.00 3. 5500,001.00 to 51,000,000.00 53,233.75 for the first 5500,000.00 Mitts 54.75 for each additional 51,000.00 or fraction thereof:, to and including S 1,000,000.00 Page 1 of 6 Table 2 Permit Fees for Multi Family Dwellin s Type Permit Fee Proposed Fee 1. Permit Fee 50.18 / SF Included in Table 3 below 2. Plan Review Fee 50% of Permit Included in Table 3 below Table 3 New Commercial and Multi Family Building Permit Fees Total Valuation* Fee Proposed Fee 1. SI to S100,000.00 S411.00 for the first S50,000.00 2. Electrical Service Update plus S3.00 for each additional S 1000.00 or fraction thereof, to and including S100,000.00 2. S100,000.00 to S500,000.00 S561.00 for the first S100,000.00 plus S2.00 for each additional S 1000.00 or fraction thereof, to and including S500,000.00 3. S500,000.01 to S1,000,000.00 S1361.00 for the first 51361.00 for the first S500,000.00 plus S5.00 for each 7500,000.00 plus 57.56 for each additional S1,000.00 or fraction additional 51,000.00 or fraction thereof, to and including thereof:, to and including S1,000,000.00 $1,000,000.00 4. S1,000,000.01 and up S5141.00 for the first S1,000,000.00 plus S3.25 for each additional S 1,000.00 or fraction thereof 5. Inspections outside of normal S40.00 per hour /Min. 2 hours business hours (Min. Fee S80.00) 6. Plan Review Fee 50% of the Building Permit Fee (Min. fee S60.00) 7. Site Plan Review Fee S0.03 per Building SF, S50.00 Min. not to exceed S1,500.00 8. For the use of outside Actual Cost consultants for plan checking and inspections or both *Building Valuation Data shall be based on the most current Building Safety Magazine, year -end issue as published by the International Code Council. Table 4 Electrical Permit Fees Type Permit Fee Proposed Fee 1. Minimum Fee 50.02 per SF, S35.00 Min. 50.03 per SF, 535.00 Min. 2. Electrical Service Update 535.00 Table 5 Mechanical Permit Fees Type Permit Fee Proposed Fee 1. Minimum Fee 50.02 per SF, S35.00 Min. 50.03 per SF, 535.00 Min. Page 2 of 6 Table 6 Plumbing Permit Fees Type Permit Fee Proposed Fee 1. Minimum Fee 50.02 per SF, 535.00 Min. 50.03 per SF, 535.00 Min. 2. Lawn Sprinkler System 595.00 3. Lawn Sprinkler Plan Review $35.00 Residential 4. Lawn Sprinkler Plan Review $60.00 Commercial 5. Lawn Sprinkler Alteration $35.00 Table 7 Miscellaneous Fees Type Permit Fee Proposed Fee 1. Curb Cut Permit 551.00 2. Fence Permit - Residential 535.00 3. Fence Permit - Commercial 535.00 /2_00 IJ' 4. Retaining Wall Permit 535.00 200 I I 5. Retaining Wall Plan Review 560.00 6. Temporary Gas /Electric 535.00 7. Certificate of Occupancy 595.00 8. Construction Trailer (temporary) 550.00 9. House Moving Permit 595.00 10. Residential Demolition Permit 595.00 11. Residential Alteration Demolition 535.00 12. Commercial Demolition Permit 595.00 13. Spa /Hot Tub /Above Ground Pool 575.00 14. Pool 5275.00 15. Re- inspection Fee 540.00 16. Variance Filing Fee 5150.00 17. Landscape Fee 550.00 18. Mobile Home Park Annual License 5205.00 + 54.10 per stand 19. Mobile Home Move -in 595.00 21. Electrical Contractor Annual License 575.00 22. Plumbing Contractor Annual License N/A 23. Irrigation Contractor Annual License 575.00 24. Mechanical Contractor Annual License 575.00 25. General Contractor Annual License ** 575.00 26. Working Without a Permit Double Permit Fee 27. Investigation Fee 580.00 28. Administrative Fee 535.00 29. Temporary Certificate of Occupancy .005 per SF, 5100.00 Min 30. Temporary Use Permit - Storage Unit 535.00 31. Temporary Batch Plant 595.00 ** General Contractor includes all of the following: General Contractor, Home Builder, Concrete Contractor, Pool Contractor, Fencing Contractor (During initial registration, the license holder must be present.) Page 3 of 6 Table 8 Additions / Alterations / Fire Damage Type Min. Fee Permit Fee Plan Review Fee Proposed Fee 1. 1& 2 Family S35.00 SO. 14 per sq ft S60.00 $0.25 /SF, Dwellings 4. 60 -120 sq ft S55.00 S35 Min. 2. Triplex & Townhouse S35.00 SO. 17 per sq ft S60.00 50.25 /SF, 7. Wind Device Permits S95.00 S35 Min 3. Multi- Family (4 units S35.00 SO. 17 per sq ft 50% of Permit, 50.25 /SF, & above) S250.00 per appeal Min. S60.00 S35 Min 4. Commercial Buildings S35.00 SO. 17 per sq ft 50% of Permit, 50.25 /SF, Min. S60.00 S35 Min Table 9 Sign Permit Fees Type Permit Fee Proposed Fee 1. Sign Contractor Annual License S75.00 2. Off Premise signs on State Highways: Annual Review S 100.00 All Other Sign Permits 3. 0 -60 sq ft S35.00 4. 60 -120 sq ft S55.00 5. 120 -250 sq ft S75.00 6. >250 sq ft S 1 10.00 7. Wind Device Permits S95.00 8. Special Exception Petition S250.00 per request 9. Sign Variance Petition S250.00 per variance 10. Sign Appeal Petition S250.00 per appeal 11. Special Sign District S225.00 12. Sign Installed Without Permit Scheduled Fee Doubled Page 4 of 6 Table 10 Consumer Health Permit Fees Permit or Establishment Fee Proposed Fee 1. Food Handler Permit - 2 Years 525.00 2. Food Handler Replacement 55.00 3. Food Manager Registration 510.00 4. Beer & Wine Permits 525.00 processing Fee (new apps) 587.50 on- premise 530.00 off - premise S125.00 late night permit fee 575.00 beer only 5. Bars 5275.00 6. Mixed Beverage permit 525.00 Commercial Pools 7. Pool Operator Certification 550.00 8. Pool Application Fee 5250.00 9. Pool Re- inspection Fee 580.00 10. Annual Pool Permit 5160.00 11. Spa Application Fee 580.00 12. Spa Re- inspection Fee 540.00 Restaurant 13. <2000 sq ft GFA 5310.00 14. >2000 sq ft GFA 5485.00 15. Class I Mobile Food Unit 5175.00 16. Class II Mobile Food Unit 5310.00 17. Class III Mobile Food Unit 5175.00 18. Class IV Mobile Food Unit 575.00 19. Concession Stand, snow -cone stand or similar structure 5175.00 20. School Cafeteria 5150.00 Grocery Store 21. <12,000 sq ft GFA 5325.00 22. >12,000 sq ft GFA 5450.00 23. Convenience Store without deli 5250.00 24. Convenience Store with deli 5300.00 Miscellaneous & Temporary 25. Daycare S150.00 + S 1.00 per child 26. Nursing Homes + all others 5275.00 27. Farmers /Community Mkt- Annual 5240.00 28. Farmers /Community Mkt - Monthly 540.00 29. Seasonal Permit Fee 575.00 30. Temporary Permit 535.00 31. Application fee for new permits 5250.00 32. Administrative Fee 35.00 33. Damaged DVD Return Fee 570.00 Page 5 of 6 Table 11 Engineering Ins ection and Parking Lot Fees Inspection Type Ins ection Fees Proposed Fee 1. Initial Plan Review 51,300.00 2. Fee after 2nd Re- submittal 5500.00 3. Clearing & Grading Permit Review 5350.00 4. Clearing & Grading Plan Review 5100.00 5. Repairs of Construction in Right -of- Way S 100.00 per hour 6. Overtime (after 5:00 pm on weekdays & weekends) S 13 5. 00 per hour Parking Lot Permit Permit Fees 7. 1 -50 spaces 5540.00 8. 51 -100 spaces 5720.00 9. 101 -250 spaces 5900.00 10. 251 -500 spaces 51,080.00 Fees for Appeals and Variances to Traffic Safety Commission 11. Fee Per AppealNariance 5300.00 Page 6 of 6 0 (U (U (U U, -0 (U 0 0 CL 0 0. 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W W , W CL > W w Z:W— 0 VU.i, U= (j) W CLCLVUM c Z c1c: CC (.7 0 0 E -2 tj -e = ,�Vu�.Lzo - W �E u -u E E 0 O�Ocw I -mm 01 4, 0 00(lo's.2 M 0 CL w Lu u F- i;5 I Y- u > -i W 0i LU CL CL co ca Work Session 4 AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Finance ACM: Bryan Langley �-A SUBJECT Receive a report, hold a discussion, and give staff direction regarding the FY 2012 -13 Comprehensive Annual Financial Report and annual audit. BACKGROUND Each year, the City hires an independent accounting firm to conduct an audit of the City's basic financial statements. The purpose of the audit is to express an opinion as to whether the City's financial statements present fairly, in all material respects, the financial position of the City. The annual audit report is comprised of four major components: 1) the Comprehensive Annual Financial Report (CAFR), 2) Management Letter (when appropriate), 3) Single Audits, and 4) Auditor's Communication to the Audit Committee. The CAFR represents the entire financial position of the City, specifically for the fiscal year ending September 30, 2013. The document includes the independent auditor's opinion of management's representations within the annual report. The auditors have provided the City a clean opinion (unqualified), which means that in the opinion of Weaver, LLP., the City's financial statements present fairly, in all material respects, the financial position of the City. A clean or unqualified opinion is the best opinion that may be rendered in an audit of the financial statements. The Weaver audit specifically included the following items: • Audit of the City's CAFR in accordance with generally accepted auditing standards. • Performance of a Single Audit, which is an audit of the City's expenditures of State and Federal grant awards. • An evaluation of the City's internal control over financial reporting. The auditor's examination of internal controls was conducted at a level sufficient to gain an understanding of the internal control structure to determine the nature, timing, and extent of audit procedures. The auditors did not perform an audit of internal controls, but performed limited tests of internal controls for the purpose of providing an opinion on the financial statements. Additionally, the auditors examined, on a test basis, evidence supporting amounts and disclosures in the combined financial statements. Agenda Information Sheet March 4, 2014 Page 2 As separate items, you will find 1) a copy of the City's 2013 CAFR (including Independent Auditor's Report), 2) the Single Audit report, 3) the Auditor's Communication to the Audit Committee. There were no audit findings this fiscal year and therefore, no management letter was issued. Representatives from Weaver, LLP, will be present at the City Council meeting to provide their opinion and to answer any questions that you may have. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 4, 2014, the Audit /Finance Committee also received a presentation on CAFR and annual audit from representatives of Weaver, LLP. EXHIBITS 1) PowerPoint Presentation 2) Comprehensive Annual Financial Report (CAFR) 3) Single Audit Report 4) Auditor's Communication to the Audit Committee Respectfully Submitted: Chuck Springer Director of Finance �c W , t L_J • • • i! r� F- MW O U U O .t U biD O u 4 U O r� U •• O O � � . ,.., O O OU CC '� O � O '� ct • ''"� Ici O U +D O r� F- MW O U U O .t U biD O u 4 U O FREW O . r..j . r..j O �I O r� cOc ' �I O U biD r .r-4 biD O O .O O U Ir �,, U U �U O O r� T O U O U U w, O O O �A O c� �U O O O O O � U 0 �I O r� cOc ' �I O U biD r .r-4 biD O O .O O U Ir �,, U U �U O O r� T O U O U U w, O O O �A O c� CC biD O O O U O �\ W �I W � U CrJ 1,, U O � ct ct � O O � � � O O � �i U biD U .0 CrJ U CA � ct � O ct � U O CA Lo O C) . O ct ct C9 �-+ O C� Go- O� CC biD O O O U O �\ W �I W � U CrJ 1,, U � ct ct � O O � � � O O � �i U biD U .0 O CA Lo O N U O 2 Work Session 5 AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Finance ACM: Bryan Langley s4 SUBJECT Receive a report, hold a discussion, and give staff direction regarding potential budget amendments to the FY 2013 -14 Operating and Capital Improvement budgets. BACKGROUND City staff is proposing to amend the City's FY 2013 -14 budget in summary as follows: • Increase Capital Improvement funding by $1,300,000 for Fire Station Improvements related to the latest construction estimate for Fire Station 42; • Decrease Capital Improvement funding by $700,000 for Civic Center Pool Improvements leaving $300,000 for design in the current year; • Amend the General Fund budget by $240,000 for the better block program and outside legal services; • Amend the Technology Services Fund budget by $144,000 for two additional staff to support DME's in -house energy management program; • Add a Library Donations Fund to the FY 2013 -14 budget with revenues and expenditures of $30,000. These proposed amendments will be discussed and presented during the Work Session and are detailed further in the PowerPoint presentation attached as Exhibit 1. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 4, 2014, the Audit /Finance Committee also received this presentation on potential budget amendments to the FY 2013 -14 Operating and Capital Improvement budgets. EXHIBIT 1) PowerPoint Presentation Respectfully Submitted: Chuck Springer Director of Finance 72 X w l fl �I nol �I • ^L� W O �V� u L 'fir' u 4-J M C: 4- O E ,� N O U 0O E 0 N N O i 4- > O U V O N'� E0 .0 DU Np O N _ p O O O N p � .� L a--+ O 0 > p � L O ,� ` O p U 41 u 2L — •C: U � p aJ U O L ro L O L U 0 O U Q) 4-J 0 . O) 0 > = rr O D U O N 4- U v) L p >, O 4-J O 4- .— 00 0-0 O p O > 00 V) U-) 0 -0 O U I ro V) 000 0 O� 00 N 0 U� O N N N Uj 4-1 O� L E � CD O - U N O N -o Ln v) 4- O N _ 0 L O — U j U N a--+ O 0 .0 � (� mc n o a- LL z� Q �� N M O > 4-J ru 0 O O ism) N a--) �O {�} L 0 O U ' � E ' � 0 00 0 .O 4-J ru N O N L O 0 � _ � co � E N i O V O N � C p � 4-J p O Z U ro � v O — _r_ O =3 C: ru U C: N O .� D U I � .! E L W =3 I 00 ANNI LL I L Q -0 L O ate-+ � ate-+ (a O O Q) Q) LLL fo 3: U— E E u (!) L E a--+ L L O O � O cn (a M Ln ru ru ANIML . _ a--) 0 >� > N N 00 V .- a--) —_ QO L AV M U) L L O � O � a--) 70 O O � O r O L LU ip, •— 0 E U '— D 0-) 70 L LL — C: Q (i) ru .— U) — AMMI � _r J O CD O E O O _0 vOj `~ ru `~ ru CD CD r .- _0 O L - 70 D O V CD •C Ln 70 O 70 � O - O p U.) N U) O O r L ru 0) a a) Q C: 0) V a•-' V O C O I N I-- O �Mi--i 4d)-U4-5 Ln !' 60 LEI LL L O 4- 70 .U) 70 70 ru O 70 E ru O O M O O a_ N M r O LL (n V L C: 0 ru L O J � O O �• M O 4d5l- 4-J ro ro _70 rU :3 L 0 L. -- 4) 0) U) 70 (n ru c- 0 0 � z; a--) Q ro 70 Q) L c- O O (u 0) (u U) (n C: U) Q a--� .0 r ru J 0 � I V ,-� O O � O O 0 Z ... oC N M • •L Q O L ru � O O zO ru O � - ' •U) M C: � � O O 0) V 70 V LL m 70 4-J U E U o 0 L � � 0 -0 E H 0)m ru �O ON 70 Q ru • �J Consent Agenda A AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Frank Payne at 349 -8946 ACM: Bryan Langley aL SUBJECT Consider adoption of an ordinance of the City of Denton Texas, authorizing the City Manager to execute a Professional Services Agreement (PSA) with Freese and Nichols, Inc. for 15- percent design and engineering services for the relocation of utilities along the proposed Texas Department of Transportation Right -of -Way for FM 2181 from Windriver Lane /Teasley to the Corinth city limits; and providing an effective date (File 5488— awarded to Freese and Nichols, Inc., in the not -to- exceed amount of $216,503).The Public Utilities Board recommends approval (6 -0). FILE INFORMATION The Texas Department of Transportation (TxDOT) is widening FM 2181 (Teasley Lane) from Lillian Miller south and east to the city limit border with Corinth (about 3.5 miles). This project will increase the largely two lane section to a six -lane divided arterial. The City's water and wastewater utility assets within the affected roadway widening project are fairly extensive. This Professional Services Agreement will provide design and engineering services for the relocation of the City's water and wastewater utility lines along this stretch of roadway, as well as the accommodation of a parallel 24" line. A detailed description of the scope of work is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 1). In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. The City of Denton has previous successful experience with the recommended firm, and has elected to not seek qualification based competition for these identified services. PRIOR ACTIONNIEW (COUNCIL, BOARDS, COMMISSIONS) On February 24, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. PRINCIPAL PLACE OF BUSINESS Freese and Nichols, Inc. Fort Worth, TX Agenda Information Sheet March 4, 2014 Page 2 RECOMMENDATION Approve a Professional Services Agreement with Freese and Nichols, Inc. in the not -to- exceed amount of $216,503. ESTIMATED SCHEDULE OF PROJECT Design and engineering plans are estimated to be submitted within 120 days of Notice to Proceed pending permits and approval by TxDOT. FISCAL INFORMATION The services will be funded from Water and Wastewater account numbers 630081523.1365.21100 in the amount of $175,367 and 640052544.1365.21100 in the amount of $41,136. Requisition 4117779 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet Without Exhibits Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: Professional Services Agreement Respectfully submitted: C.h"'k �� (3 , Chuck Springer, 349 -8260 Director of Finance File 5488 EXHIBIT 1 PUB AGENDA ITEM # PUBLIC UTILITIES BOARD AGENDA INFORMATION SHEET AGENDA DATE: February 24, 2014 DEPARTMENT: Engineering Services ICM: Jon Fortune, 349 -8535 SUBJECT Consider approval of a Professional Services Agreement for Architect or Engineer between the City of Denton and Freese and Nichols, Inc. in the amount of $216,503.00 for preliminary design Engineering Services associated with FM 2181 Utility Relocations project. BACKGROUND The Texas Department of Transportation (TxDOT) is widening FM 2181 (Teasley Lane) from Lillian Miller south and east to the City Limit border with Corinth (about 3.5 miles). This project will increase the largely two lane section to a six -lane divided arterial. Currently TxDOT estimates that the widening project will be bid in February 2017. Plans adequate for the relocation of utilities have been provided to the various utility providers, and some utilities are already being moved. Refer to Exhibit 1 for project extents. The City's water and wastewater utility assets within the affected roadway widening project are fairly extensive. In addition, the 2008 Water Distribution System Master Plan includes a 24" water line paralleling Teasley Lane, connecting to an existing 24 "/30" line in Lillian Miller and extending south and then west along Ryan Road as a 20" line (this line will extend west to Montecito Road and Country Club Road, then head south to Brush Creek Road and ultimately connect to the existing 20" line along Fort Worth Drive). Planning for the routing of the parallel line, and possibly its installation, as a part of the utility relocation work along FM 2181 is desired by the Water Utility Department. The City requested a preliminary design proposal from Freese and Nichols, Inc. for the professional services associated with the scoping and preliminary design for the relocation of the City's water and wastewater utility lines along this stretch of roadway, as well as the accommodation of the parallel 24" line. The total fee of $216,503.00 includes $161,680.00 for basic design services and $54,823.00 for special services. Basic services include the development of a schematic design to determine the magnitude of final utility relocations and a preliminary design (15 %) for the relocations. Special Services include: 1. Surveying — These services consist of topographic survey services for $45,975.00. 2. Sub - Consultant Coordination — These services consist of the management of the survey sub - consultants. The subtotal for this portion of the Special Services fee is $8,848.00. The preliminary opinion of probable construction cost for the project is approximately $6.95 million dollars, of which $5,662,500.00 (81 %) is attributable to water utility relocations and EXHIBIT 1 $1,287,500 (19 %) is attributable to wastewater utility relocations. This opinion of probable cost will be refined at the 15% design level; however, at this juncture the percentages shown are deemed sufficient to determine the allocation of costs for these services between the Water and Wastewater Utility Departments. In other words, of the total proposed fee for the project, $175,367.00 will be payable by the Water Utility Department and $41,136.00 will be payable by the Wastewater Utility Department. It is worth noting that portions of the utility relocations project will involve lines that are currently in City of Denton easements. The acquisition of replacement easements and relocation of these assets are reimbursable by the State of Texas. The projected reimbursable amounts will be identified as a part of this preliminary design project and will be utilized to make TxDOT aware of funding levels needed for City of Denton reimbursement and possibly as a mechanism for facilitating design modifications to the roadway that could preclude the applicable relocations. OPTIONS 1. Recommend approval of the Professional Services Agreement. 2. Decline to recommend approval of the Professional Services Agreement. RECOMMENDATION Staff recommends approval of the Professional Services Agreement between the City of Denton and Freese and Nichols, Inc. in the amount of $216,503.00 for preliminary design Engineering Services associated with FM 2181 Utility Relocations project. The amount of the contract is consistent with the level of effort required for a project of this nature. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None. FISCAL INFORMATION Water Utilities project number 630081XXX ($175,367.00) and Wastewater Utilities project number 640052XXX ($41,136.00) will be utilized for this project. BID INFORMATION Not applicable. DATE SCHEDULED FOR COUNCIL APPROVAL March 4, 2014. EXHIBITS 1. Project Location Map 2. Professional Services Agreement Respectfully submitted, Frank G. Payne, P.E. City Engineer EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD February 24, 2014 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 closed meeting on Monday, February 10, 2014 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, Phil Gallivan, Leonard Herring and Lilia Bynum Absent: Barbara Russell Ex Officio Members: Howard Martin, ACM Utilities, George Campbell City Manager OPEN MEETING: CONSENT AGENDA: 1. Consider recommending approval of a Professional Services Agreement for Architect or Engineer between the City of Denton and Freese and Nichols, Inc. in the amount of $216,503.00 for preliminary design engineering Services associated with FM 2181 Utility Relocations project. Motion was made to approve item 1 by Board Member Gallivan with the second by Board Member Cheek. The vote was 6 -0 approved. Adjournment 11:04 a.m. Exhibit 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH FREESE AND NICHOLS, INC. FOR 15- PERCENT DESIGN AND ENGINEERING SERVICES FOR THE RELOCATION OF UTILITIES ALONG THE PROPOSED TEXAS DEPARTMENT OF TRANSPORTATION RIGHT -OF -WAY FOR FM 2181 FROM WINDRIVER LANE /TEASLEY TO THE CORINTH CITY LIMITS; AND PROVIDING AN EFFECTIVE DATE (FILE 5488 — AWARDED TO FREESE AND NICHOLS, INC., IN THE NOT -TO- EXCEED AMOUNT OF $216,503). 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 contract 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 contract with Freese and Nichols, Inc., to provide professional engineering and design services for the relocation of utilities along FM 2181, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5488 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 12014. MARK A. BURROUGHS, MAYOR Exhibit 3 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ME File 5488 EXHIBIT 4 THE STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the day of , 2014, 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" or "City" and Freese and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 hereinafter called "Architecture/Engineering Professional' or "FNI," 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 ENGINEERING PROFESSIONAL Freese and Nichols, Inc. (FNI) will provide the following civil engineering services to the City of Denton, Texas (Owner): 15- percent design for the relocations of utilities along the proposed TxDOT Right -of -Way for FM2181 from Windriver Lane /Teasley to Corinth city limits (TxDOT Stations 10111 +39 to 10298 +00). This Scope of Services outlines the proposed engineering services that will be provided in connection with relocation of existing water, wastewater and force main lines along FM2181 at various locations from Windriver Lane/Teasley to Corinth city limits, as more fully described in Attachment A, Scope of Services. Other services that may be provided as additional services in support of the project are also described in Attachment A. SECTION 2 COMPENSATION The Owner shall compensate FNI as follows, with a total fee for Basic Services and Special Services of Two Hundred Sixteen Thousand Five Hundred and Three Dollars ($216,503.00): 2.1 FOR BASIC SERVICES 2.1.1 For Basic Services and related Expenses for Article I, the total compensation shall be a lump sum fee of One Hundred Sixty One Thousand Six Hundred Eighty Dollars ($161, 680.00). Page 1 EXHIBIT 4 2.1.2 For Special Services and related Expenses for Article II, the compensations shall be the following not to exceed fees, with a total not to exceed fee for Special Services of Fifty Four Thousand Eight Hundred Twenty Three Dollars ($54,823.00): 2.1.2.a Sub - Consultant Coordination = $ 8,848.00 2.1.2.b Design Survey (Supplement to TXDOT Survey) _ $ 45,975.00 2.1.3 Additional services, if any, shall be approved in writing and authorized in advance by the OWNER and shall be performed and conducted for fees that are negotiated as appropriate. Progress payments for Basic Services shall be paid monthly on the basis of the Schedule of Charges completed at the end of the month. 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services will be based on the attached schedule of charges on page CO -1. SECTION 3 ENTIRE AGREEMENT This Agreement expressly includes this three (3) page Agreement, together with the following documents which are attached hereto and are incorporated herewith for all purposes: Exhibit "A" (Scope of Services of FNI) through CO -1. 2. The City of Denton General Conditions to Agreement for Architectural or Engineering Services. If a conflict should arise between Attachment "A" and the City of Denton General Conditions to Agreement for Architectural or Engineering Services, then the City of Denton General Conditions to Agreement for Architectural or Engineering Services shall prevail. Page 2 EXHIBIT 4 This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY LOW APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY `1 1 By: ATTEST: By: APPROVED AS TO LEGAL FORM: By: Page 3 "OWNER" THE CITY OF DENTON, TEXAS A Texas Municipal Corporation GEORGE C. CAMPBELL CITY MANAGER "FNI" FREESE AND NICHOLS, INC. A Texas Corporation By: 7& AK --- EXHIBIT 4 ATTACHMENT A SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER FM 2181 Utility Relocations GENERAL: Freese and Nichols, Inc. (FNI) will provide the following civil engineering services to the City of Denton, Texas (Owner): 15- percent design for the relocations of utilities along the proposed TxDOT Right -of -Way for FM2181 from Windriver Lane /Teasley to Corinth city limits ( TxDOT Stations 10111 +39 to 10298 +00). This Scope of Services outlines the proposed engineering services that will be provided in connection with relocation of existing water, wastewater and force main lines along FM2181 at various locations from Windriver Lane /Teasley to Corinth city limits. The consultant services are based upon TxDOT electronic files of the proposed improvements to FM2181 and survey and record drawing information. All preliminary conflict identification will be based on the best available record data information, but the CONSULTANT in no way warrants that additional conflicts will not be discovered due to inaccuracies in the record data or changes to the TXDOT improvements. The Scope of Services will provide 15- percent plan and profile relocation design for the water and wastewater utility relocations along the affected section of FM2181 including, but not limited to, the following: a. 20 -inch Water Line: A new 20 -inch water main will be designed from approximately Windriver Lane to Robinson Road (Approx. TxDOT Sta 10112 +50 to Sta 10181 +50). This section contains an existing 20 -inch water line and sections of an existing 8 -inch water line that will be in conflict with the TxDOT roadway, storm drain, and sound wall improvements. The new 20 -inch water line will also be re- routed west and south of the development on the southwest corner of FM2181 and Windriver. It is anticipated that the new 20 -inch water line will cross FM2181 in three (3) locations to avoid congested areas and existing ponds adjacent to FM2181. b. 8 -inch Wastewater Line: A new 8 -inch wastewater line will be designed from approximately Sta 10119 +00 to Sta 10125 +00 and will tie into the existing wastewater line in Bent Oaks Drive. There will also be an 8 -inch wastewater crossing designed with casing pipe at Bent Oaks Drive. The existing 8 -inch wastewater line is in conflict with TxDOT paving and drainage structures. C. 12 -inch and 8 -inch Force Main Crossings: Two (2) crossings will be designed for a new 12 -inch crossing at Windriver and Teasley, and a new 8 -inch crossing at Teasley and Bent Oaks Drive. These crossings are in conflict with TxDOT improvement elevations. d. 18 -inch Water Line: A new 18 -inch water line will be designed from Robinson Road to Hickory Creek Lane (TxDOT Sta 10181 +50 to Sta 10222 +00). The new 18 -inch line will replace existing 8 -inch and 18 -inch water lines that are in conflict with TxDOT roadway and storm drain improvements. e. 12 -inch Wastewater Line: A new 12 -inch wastewater line will be designed near TxDOT Sta 10204 +50. This line will be a re -route around a proposed TxDOT headwall and box culvert crossing of FM2181. Exhibit A -1 EXHIBIT 4 f. 24 -inch Force Main: A new 24 -inch force main line will be designed from Hickory Creek Lane to the south of Leatherwood Lane (Approximate TxDOT Sta 10223 +00 to Sta 10267 +50). The existing 24 -inch force main is in direct conflict with TxDOT storm drain and roadway improvements. It is anticipated that the proposed force main will cross FM2181 in three (3) locations to avoid congested developed areas and to connect back to the existing force main line. g. 12 -inch Water Line: A new 12 -inch water line will be designed to replace an existing section of 12 -inch water line that dead ends at approximately TxDOT Sta 10232 +00. The line will be extended to an existing line in Lighthouse Drive near TxDOT Sta 10235 +50. h. 8 -inch Water Line: A new water line will be designed on the west side of FM 2181 from TxDOT Sta 10258 +00 to Sta 10269 +00. This line is to replace the water line that provides service to properties on the west side of FM2181 at this location that will be abandoned as part of TxDOT's improvements. It is anticipated that two (2) crossings will be needed of FM2181 for the new 8 -inch water line to tie into the existing 12 -inch water line on the east side of FM2181. i. 12 -inch Water Line: A new water line will be designed from TxDOT Sta 10273 +00 to Sta 10296 +00. The new line will replace an existing 12 -inch water line that will be in conflict with TxDOT storm drain and roadway improvements. The new water line will also cross FM 2181 to avoid existing developments adjacent to FM2181. j. 12 -inch Water Line Crossings: It is anticipated that ten (10) 12 -inch water line crossings will be designed to cross FM2181 with steel encasement to tie the new water lines in with existing distribution lines that were formerly tied into lines that will be abandoned with the improvements along FM2181. k. 8 -inch Wastewater Line: A new 8 -inch wastewater line will be designed near TxDOT Sta 10292 +00 to Sta 10294 +00. This line will be designed as a re -route of an existing wastewater line to avoid TxDOT storm drain improvements in conflict with the existing wastewater line. ARTICLE I BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: TASK A: Preliminary Investigation 1. Schematic Design: FNI will produce a schematic design prior to the development of the scope for this project to determine the magnitude of the final required improvements along FM2181. This schematic design will delineate TxDOT reimbursable portions of the project for the Owner to approach TxDOT for payment. The schematic design will identify the improvements needed along FM2181 and the areas where new easements will be required to develop the scope of land acquisition. This schematic will be developed from existing records from the Owner, existing survey information, and TxDOT improvement plans for FM2181. 2. Project Kickoff Meeting: FNI will conduct a project kickoff meeting with Owner to introduce the team members as well as discuss the project scope, goals, schedule, and to establish lines of communication with the project team and the Owner. Also, any schematic level design already developed will be reviewed and discussed during this meeting. Exhibit A -2 EXHIBIT 4 3. Data Collection: a. Obtain copies of available utility information via Record Drawings and previous investigations by the OWNER, including previous survey and SUE information performed by the OWNER. b. TxDOT electronic data such as plans and survey information on the proposed FM2181 Right -of -Way, as well as horizontal and vertical alignments for the proposed roadway, cross street modifications and utility improvements. C. Obtain existing easements and as -built street, water, sanitary sewer, and storm drain plans from the OWNER. d. Obtain copies of available franchise utility relocation information from franchise utility companies. 4. Analysis: a. Use the information on the proposed roadway and associated improvements to analyze utility relocation depths and alignments. b. Identify existing easements and proposed and existing right of way along with utility conflicts with TxDOT proposed improvements. Progress Meeting #I: FNI will conduct a meeting with City staff to review the results of the preliminary investigation activities as well as discuss any further developments or information from TxDOT. TASK B: 15- Perecent Design CONSULTANT services are based upon the electronic version of TxDOT base files to insure the correct benchmarks, horizontal and vertical datum and correct Right of Way for the proposed FM2181 are utilized. CONSULTANT will evaluate the prepared files for the utility crossings and improvements for the proposed FM2181 Right -of -Way. 2. The CONSULTANT will schedule, prepare agenda for and attend one (1) joint kick -off meeting with the OWNER and TxDOT. This meeting will primarily be to discuss the expectations of the reimbursable documentation. One design submittal will be provided by the CONSULTANT to the OWNER as a preliminary alignment submittal. This submittal will include aerial plan view and will reflect existing easements of City utilities, as well as an updated opinion of probable construction cost. This submittal will not include topographical survey information not previously provided by the OWNER. The purpose of this submittal is to come to an agreement on the horizontal alignment for each of the identified conflicts prior to the initiation of surveying services. Four (4) (11 "x17 ") half size sets of preliminary alignments will be submitted to the OWNER. 4. Upon receipt of OWNER's comments, one (1) review meeting will be held to discuss the review comments and recommendations based on the preliminary alignments. 5. Once the preliminary alignments have been agreed upon by all parties, the CONSULTANT will prepare a 15% plan and profile design submittal. The submittal will include construction Exhibit A -3 EXHIBIT 4 drawings at a scale of I"=40' horizontal and I"=4' vertical, one (1) full size (22 "x34 ") and four (4) half size (11 "x17 ") construction drawings and corresponding opinion of probable construction cost depicting reimbursable and non - reimbursable expectations. In addition, the submittal will include electronic copies of the construction drawings in pdf format. Typical sheets used in the project will be. a. Cover Sheet b. General Notes C. Project layout control (2- sheets) d. Utility Conflict Plan and Profile sheets (approx. 36- sheets) e. Construction Details (approx. 6- sheets) 6. Upon receipt of the OWNER'S comments on the 15% submittal, one (1) review meeting will be held to discuss all review comments and recommendations based on the 15% plans and the path forward for the project. Exhibit A4 EXHIBIT 4 ARTICLE II SPECIAL SERVICES A. Survey Sub - Consultant Coordination - Upon agreement of the preliminary alignment the survey sub - consultant will be released to gather information. CONSULTANT will coordinate and manage the survey sub - consultant, and meet with the surveyor for progress and updates. CONSULTANT will update the OWNER with the progress and be the main communicator between the OWNER and the sub - consultants. The scope of work of the survey sub - consultant is described in the SPECIAL SERVICES section of this Exhibit. B. Surveying (Provided by Arthur Surveying Co., Inc.) 1. Topographic Mapping CONSULTANT'S survey sub - consultant will utilize Texas Department of Transportation's FM2181 Improvements project control to bring horizontal and vertical control to the areas of conflict. The CONSULTANT and survey sub - consultant will adopt, endorse and be responsible for confirmation of the accuracy of any OWNER provided survey data. Survey sub - consultant will perform the topographic mapping of the areas of conflict and locate surface features such as, pavement, fences, culverts, pipes, headwalls, power poles, manholes, inlets, water valves, fire hydrants and water meters. Flowlines will be obtained on manholes, inlets, culverts, headwalls and pipes wherever accessible. Survey sub - consultant will contact DigTESS and the City of Denton Public Works to mark underground utilities and will tie flags and markings provided. An electronic drawing file in AutoCAD format of each area of conflict will be furnished to the CONSULTANT along with field sketches, photographs and an ASCII point file with point numbers, coordinates, elevations, point codes and descriptors. Survey sub - consultant will adhere to TxDOT's standards for working within and adjacent to their rights -of -way and provide temporary signs, traffic control, flags and safety equipment necessary to ensure a safe work environment. 2. Ownership Research and Boundary Analysis The survey sub - consultant will research the Denton County Appraisal District's records to obtain the ownership names and addresses of the tracts of land requiring easements as well as the property's recorded deed and any easement within the affected area of the property. The survey sub - consultant will field locate existing property corners or right -of -way monuments and analyze the boundary configuration of each affected tract of land. The recorded deeds of adjoining tracts of land will also be obtained to verify no conflicts exist between the properties. CONSULTANT will provide the list of affected owners to the City of Denton for securing right -of- entry. Exhibit A -5 EXHIBIT 4 ARTICLE III ADDITIONAL SERVICES: Additional Services to be performed by FNI, if specifically authorized in writing by OWNER, which are not included in the above - described Basic Services, are described as follows: A. Making revisions to drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by OWNER or 2) due to other causes not solely within the control of CONSULTANT. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Services associated with condemnations, in addition to those listed in Special Services. D. Services associated with relocations of property owners during the easement or R.O.W. acquisition process. E. Furnishing the services of a Resident Project Representative to act as OWNER's on -site representative during the Construction Phase. F. Bulldozer or other equipment services required to achieve access to boring locations. G. Stand -by time. H. Additional laboratory services, including quantities or items other than described in Basic Services. I. Additional engineering services, including personnel time and expenses for items not specifically described in Basic Services. This may include, but is not limited to, additional meetings requested by OWNER, assistance to OWNER in dealing with regulatory agencies, preparation and engineering assistance in legal proceedings, and evaluation of alternative designs for the project or relocation of structures. J. Any other required or requested services authorized by OWNER, other than those specifically described in Basic Services. ARTICLE IV TIME OF COMPLETION: CONSULTANT is authorized to commence work on the Project upon execution of this AGREEMENT and agrees to complete the services in accordance with the following schedule: Submit Final plans within 120 days of Notice to Proceed pending permits and approval by TxDOT. Exhibit A -6 EXHIBIT 4 If CONSULTANT's services are delayed through no fault of CONSULTANT, CONSULTANT shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to CONSULTANT, governmental approvals, etc. These delays may result in a request for an adjustment to compensation. ARTICLE V RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay the services of FNI: A. Designate in writing a person to act as OWNER's representative with respect to the services to be rendered under this AGREEMENT. Such person shall have contract authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to FNI's services for the Project. B. Provide all criteria and full information as to OWNER's requirements for the Project, including project objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the plans, specifications and contract documents. C. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports, GIS mapping and data, and any other data relative to completion of the Project. D. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. E. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. F. Give notice to FNI whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services. G. Contact other departments within the City of Denton and coordinate with them to obtain record drawings of other utilities, buildings, or infrastructure as needed and available. H. Furnish, or direct FNI to provide, Additional Services as stipulated in Exhibit A, Article III of this AGREEMENT or other services as required. I. Bear all costs incident to compliance with the requirements of this Article IV. Exhibit A -7 EXHIBIT 4 ARTICLE V DESIGNATED REPRESENTATIVES: FNI and Owner designate the following representatives: Owner's Designated Representative — Frank G. Payne, P.E. 901A Texas St. Denton, Texas 76209 Phone: 940-349-8946 Fax: 940-349-8951 Email: frank.payne @cityofdenton.com Owner's Accounting Representative — Annie Bunger 901 A Texas St. Denton, Texas 76209 Phone: 940-349-8463 Fax:940- 349 -8951 Email: annie.bunger @cityofdenton.com FNI's Project Manager - FNI's Accounting Representative - A. Scott Maughn, P.E. 1711 North Haskell Ave. Dallas, Texas 75204 Phone: 214-217-2260 Fax: 214-217-2201 Email: asm@freese.com Matt Shafer 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Phone: 214 -217 -2238 Fax: 817-735-7492 Email: mcs@,freese.com Exhibit A -8 EXHIBIT 4 COMPENSATION Compensation to FNI for the Basic Services described in Attachment SC shall be the lump sum of One Hundred Sixty One Thousand Six Hundred Eighty Dollars (3161.680} Compensation to FNI for Special Services In Attachment SC shall be computed on the basis of the Schedule of Charges, but shall not exceed Fifty Four Thousand Eight Hundred Twwty Three Dollars ($54,823). If FNI sees the Scope of Services changing so that Additional Services are deeded, including but not limited to those services described as Additional Services in Attachment SC, FN will notify OWNER for OWNER's approval before proceeding. Additional Services shaft be computed based on the Schedule of Charges. Schedule of Charges: $0.10 per copy Color Position Min Max Professional - 1 70 111 Professional - 2 94 152 Professional - 3 105 170 Professional - 4 125 199 Professional - 5 178 239 Processional - 6 167 438 Construction Manager - 1 83 100 Construction Manager - 2 98 154 Construction Manager - 3 137 159 Construction Manager - 4 169 214 CAD Technicion/Designer - 1 61 97 CAD Technician /Designer - 2 88 154 CAD Technician/Designer- 3 117 164 Corporate Project Support -1 38 106 Corporate Project Support - 2 67 166 Corporate Prcject Support - 3 75 329 Interrd Coop 32 63 Rates for In44aum Services Technology Cha roe $8.50 per hour Travel Standard IRS Rates Bulk Prindna and Reproduction Black and White $0.10 per copy Color $0.50 per copy Plot - Bond $2.50 per plot Plot - Color $5,75 per plot Plot - Other $5,00 per plot Binding $5.75 per book Other direct expenses are reimbursed at actual cost times a multiplier of 1.10. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FN office and other miscellaneous expenses directly related to the work. including costs of laboratory analysis, test. and other work required to be done by independent persons other than staff members. For Resident Rep"rittiM services performed by non-FN employees and CAD sendces performed In-house by non-FN employees where FNI provides workspace and equipment to peftm such services, these services will be billed at cast times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. These ranges and rates will be adjusted annually. 3"0 -2200 CO -1 EXHIBIT 4 Basic Services (Lump Sum) $161,680.00 Special Services (Cost Plus Multiplier Not to Exceed) Sub - Consultant Coordination $ 8,848.00 Design Survey $ 45.975.00 $54,823.00 TOTAL Maximum Fee $216,503.00 CO -2 -t -k R N N R Ai M m 11� -k O ---------------- --------------- R ck N i ci w; eq Ili Eee !N O Ir o O - .:I , 10 EXHIBIT 4 . . . . . . . . . . . E TA cas o. rm as 'ILI t E t I qo E < E, is 0 E., < 0 0. a I CL 'E Z O 000 c3 f z �5 z 0: < E CL CL uj 20. ir 0) . . . . . . . . . . . E o. E < E, is 0 E., < 0 0. a I CL O s 0 Y z EXHIBIT 4 a W � b F M M M M N M N N N `m 0 �a a o° N = O a g tm _m a—° a o° h c c U c CL o°> w .>p � m a` a� c° c N O C m a U 0 m F- M O 7C Z W o w 0 0 a n � W Y O M O Q c H 9 N W o U 8 q s' � 0 e N z N N Y f 0 °o c 0. a h C gw r a E Z i U m E � 2 ° m � Q � w i e x n r 0 00 t a Consent Agenda B AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Keith Gabbard at 349 -7144 ACM: Bryan Langley aL SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the supply of hot mix asphalt concrete and the lay down of the asphalt for the City of Denton Streets Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 5463- awarded to Jagoe - Public Company, in the estimated annual amount of $4,000,000 for a three (3) year not -to- exceed amount of $12,000,000). RFP INFORMATION This RFP is for the annual contract to supply hot mix asphalt concrete and specialized equipment for installation services as needed. This contract is utilized in the construction, renovation, and maintenance of City streets. The contract allows for delivery of asphalt to the jobsite or pickup in City trucks at the plant and also a per ton price for equipment and operations lay down or installation of the asphalt at the direction of the Streets Division. Requests for Proposals were sent to seventy two (72) prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals were received (Exhibit 1). The proposals were evaluated based upon published criteria including performance, delivery, quality, reliability, and price. Based upon this evaluation, Jagoe - Public Company, a local vendor, was ranked the highest and determined to be the best value for the City (Exhibit 2). RECOMMENDATION Award to Jagoe - Public Company, in the estimated annual amount of $4,000,000 for a three (3) year not -to- exceed amount of $12,000,000. PRINCIPAL PLACE OF BUSINESS Jagoe - Public Company Denton, TX Agenda Information Sheet March 4, 2014 Page 2 ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION Funding for the acquisition of this product will be charged to the appropriate account number at the time that the order is placed. EXHIBITS Exhibit 1: Pricing Sheet Exhibit 2: Evaluation Ranking and Scoring Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance 1 -AIS -File 5463 X_ O LL a F- 0 L 2 � 0 O O LL z O LL Q Cc J f4 m y Q F m LLI V 1 CL aM CL s LL .2 a L M tD y R* Il) O Q CL LL O oc a` O O O O O O O O O O V O O V) O O O V) O V) O O O t; X ll1 I� oo n oo c O O c O O n oo n oo O c O c O O c-I oo ~ N N m m n n c c 91 O a s ti ti m m O O O O Z Z Z Z N Ln O O O op O 00 C ti J oo al s a � O O + O c O O m X O O 0 O L ~ c m '6 m '6 m '6 m '6 m '6 m '6 m '6 m -o m '6 m -o m O Q Q Q N- pp M m N I� oo \ \\ a c O O O O O O O O O O z z z z z z z z z z z z z — l0 a oo 7 a O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N V C V U X c O Ln O c Ln O c Ln Ln N c O Ln V) I, c O Ln c O O O c Ln V) N O c Ln V) I, x x i I, �R n m N r-� N r- N Ln oo a oo oo to m 7 m 7 O m 0 0 0 ° m m m Ln °O °O °O a s G N N O 00 0 .T p omo m a) a) t t N N O C C O C C +L+ u N 0 a)O) 0 N O N p O l0 c O l0 c o� O) O F lo N in t co O 0�1 Ol O O N in t O O Ol O O O u O_ N N 0 0 0 a, a) 0 0 0 a1 O a E c E c O N N N N O N N N a) a o a � E :t a v ° v '� '� '� > en 3 w Jo O p N -a -a -a -a O p tn a, c c c c 0 a) v c c c c () S N O O O O N O O O O O N C o 0 0 o N C o 0 0 o O -O N N N N N N N w a m ° x w w w w •Vc a v a ~ o T 0 T 0 T o Tc a v a, o T 0 T 0 T o T L o v O m E m E m N N 0 O_ 0 u u U U O_ 0 u u u u Y co N f0 f0 f0 Y co N f0 f0 f0 N W V V O -O c c c c V O -O c c c c O N E� a) o a LL E o 0 0 o a LL— E o 0 0 0° — 3 Oy `� N f0 f0 f0 `� f0 f0 f0 f0 E N N a) -6 t a N ° N O a v m m m m N ° N O a v m m m m V v to c v .� O o v io °V E c c c c io r, E c c c c v v 6 (D a t a t c c = E o m tv a +° a a V S, `o `o `o `o cv a +° a a, u u `o `o `o `o 0 m m �! v- v° 0 m m m m p E� a, o E v tD 0 u v 0 u v o 0 0 0 f0 m. w ° E c j c c O c c O u 30 v O O O o U' ° to O c c o a 30 o 0 0 0 v° o j u c o N N N 'c: V V V V d: .c? 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M Exhibit 2 RFP 5463 - Evaluation Hot Mix Asphalt Concrete Initial Ranking /Score: Jagoe -Public Co. 98.0 Ist Austin Asphalt, LP 92.9 2nd The Lane Construction 89.2 3rd z O Q J Q W CL LL W W V Z O V J Q a a X 2 F- 0 x M �o Ln LA CL LL O O O O O O O O O O O O O O O O O O O O O O O O O O V O Ln Ln Ln O O O O O O O O O Ln Ln Ln O O O O O O O O I� n O N L n H O O n n O V Ln V O Ln O c Ln c-I oo Vt;1 Ln n Ln n two c two c M H �--� �--� 001 c-I N O .� ti ri c-i ON Ln N m V o0 C0 � C 7 J ti oo al s O O O O O O O O O O O O o_ 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O c O O O u1 u1 u 1 O O u1 O O O O 0 �p X O O u1 N O O �0 �0 u1 N O O O L O O Ln M N n �-I n u1 n u1 n : cD O cD O V M V ti Ln ti Ln ti O Ln Ln Qm ti ti ff N W `� ° N N oq oo m O i a 7 o1Oo a O O O O O O O O O O O O O O O O O O O O O O O O N O O O O O O O O O O O O O V c c c Ln c Ln c c c Ln c Ln X V X Ln I� Ln n Ln N N N Ln N I, oo Ln oo O to Ln 7 N Ln c O r, m Lu Lo m r-� r- Ln a oo m M ti ti 00 j 0 m m ri m Ln m o0 a c N O m o0 m o a p oa m o a JJJI. m J v v cl N in in a) in in N b0 W -a O 3 o c m o 3 o c m o E a a o m 0 a c o m 0 o m m o o m t o m 0 0 t o m 0 0 aa � - u x O 6 O O u x O O O fO O v o O O ' O O u -o O� v N E O -Zt v N `v p N fU c O O E v a1 O- O- O 4 y O N N O O O O N N N tn u O O O O a) m O O O O N � O N m O O m p p p p v m E x w w w w m °' x w w w w E a N O a) O O O O a N O a) O O O O y N v+>+ fo E c w a ° E �' v v v v w E °' v +>+ v +>+ v +>+ v E °� O p c p v a c p v >' m v Y co N m f0 f0 Y co N m m m C .� a) `-' O o c c c c `- O o c c c c c E N 7 a LL E O O O O a LL. — E O O O O O U LL Oy N N f0 f0 fp f0 f0 f0 y N N w— — — — N N VOi — — — — O c 'D O C 0 io 0° E v v v v° io E v v v v, - 3 b m Lm v O O x 6 6 a c c c c (J 6 a c c c c s o_ .- E a a a1 t `-' o 0 0 o a a `U o o o o x 5 o a1 c ai U .Q ai i i i i N v c ai u .Q ! t t t t c y> o o N w OC `o `o E E E E X > :0 > a) > a, O c� o v v c c c c u o v v c c c c �° a) E v U o ecn o o O O O O a o c o o u O O O O m Ql 0 0 a' v o N > c W yf0 ++ V ++ w a O ++ O w O w O w O� w y. ++ V ++ w a O O w O w O w O w w '^ - p a) a) a1 c a) ++ it O' f0 t v c Ln c c c c L t O' = ai c Ln c c c c o v E o +� a s c a 3 Q a Q in 7 C N o a �- a O O v O v O v:- a 3 Q a Q in 7 C Ln o v °- a O O v O v O v y c= °- 3 m t ° v E v, v 3 Q O v x v x p c p a`, a a a a 0 v x v x p c p a`, a a a a c y a, v w a LLI O Q Q : a) a) a) a1 a+ +>_+ O O a1 w tea) a1 a1 a1 a1 �:'� OO N a) N �_ fo y O 7 O II J a s= _ a Z -o a aaaaas= -6 -6 -6 -6 16 U _ +L+ a Z -o a aaaaawcv -o -o -o -o N .� E = a, > a/ u� C. O O -6 7 C� O O -6 7 Z o a) c 0 v Q. LL (0 N a c-I N M� y. Q: Q o m LL (0 N a c-I N M� a. J. E N w= N a � a� m m o o 0 X z (X z J. Q m L) z w 7 N_ a 0 CI `� om m om U z z 0 0 o a y.ti m m m m m N m m m m m M M a LU fA' Irn' fA' w v h SZ Q c O a 'a v Exhibit 3 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE SUPPLY OF HOT MIX ASPHALT CONCRETE AND THE LAY DOWN OF THE ASPHALT FOR THE CITY OF DENTON STREETS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5463- AWARDED TO JAGOE- PUBLIC COMPANY, IN THE ESTIMATED ANNUAL AMOUNT OF $4,000,000 FOR A THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $12,000,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of hot asphalt mix concrete and the laydown of the asphalt, 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 for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER VENDOR AMOUNT 5463 Jagoe - Public Company $12,000,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. Exhibit 3 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the RFP 5463 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 , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY mm APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: RFP 5463 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JAGOE- PUBLIC COMPANY (RFP #5463) THIS CONTRACT is made and entered into this day of A.D., 2014, by and between Jagoe - Public Company, a corporation, whose address is P.O. Box 250, Denton, Texas 75202, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP 45463 — Su ply of Hot Mix Asphalt Concrete, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) City of Denton's RFP 5463 (on file at the office of the Purchasing Agent) (b) Standard Terms and Conditions (Exhibit "A ") (c) Special Terms and Conditions (Exhibit "B ") (d) RFP 5463 Technical Specifications and Scope of Work (Exhibit "C ") (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D ") (f) Supplier's Response to RFP 5463 - Best and Final Offer (BAFO) Pricing (Exhibit "E ") (g) City of Denton's Insurance Requirements (Exhibit "F ") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5463 Page 1 of 19 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIIER �. BY: •� • ' , AUTHORIZED SIGNATURE- t Name: A V1 , " Title: ✓ i ®' ��J J f � CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: L APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY IC GEORGE C. CAMPBELL, CITY MANAGER .Date: RFP 5463 Page 2 of 19 Exhihit A City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts /Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the Supplier shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. RFP 5463 Page 3 of 19 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U. S.C. § 1251 et seq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation RFP 5463 Page 4 of 19 charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of: i. delivery of defective or non - conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE -OUT: RFP 5463 Page 5 of 19 A. If a DBE /MBE /WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Supplier is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Supplier, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Supplier as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be bome by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Supplier identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the Supplier shall comply with all requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City. RFP 5463 Page 6 of 19 C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Supplier is responsible for the Supplier's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY - PRICE: A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Supplier, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either repair the non - conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Supplier is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Supplier is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Supplier shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Supplier shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. RFP 5463 Page 7 of 19 B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non - conforming deliverables, the City prefers to accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Supplier shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be submitted by the Supplier to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and RFP 5463 Page 8 of 19 may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute an amendment to the Contract. The Supplier must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OFD INCIDENT TOE CONCERNING OR RESULTING FROM THE FAULT OF THE SUPPLIER, OR THE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TOE THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in the solicitation document. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the RFP 5463 Page 9 of 19 subcontractors commencing work on the project. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Supplier shall be responsible for premiums, deductibles and self- insured retentions, if any, stated in policies. All deductibles or self- insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or concerns the Contract, or which could have a material adverse affect on the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address specified in the Supplier's Offer, or at such other address as a parry may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. RFP 5463 Page 10 of 19 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Supplier acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Supplier agrees to use protective measures no less stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their creation, such deliverables shall be considered as work made - for -hire by the Supplier for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made - for -hire, the Supplier hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Supplier agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made- for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. RFP 5463 Page 11 of 19 C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Supplier without the prior written consent of the City. Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it RFP 5463 Page 12 of 19 being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken RFP 5463 Page 13 of 19 provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or RFP 5463 Page 14 of 19 (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE RATES: All suppliers will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. htt]2://www.access.moo.gov/davisbacon/tx.html 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug - free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any RFP 5463 Page 15 of 19 performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Supplier shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Supplier shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. RFP 5463 Page 16 of 19 Exhibit B Special Terms and Conditions Total Contract Amount The contact total for services shall not exceed $4,000,000 per one -year term. Unit pricing shall be per Exhibit E attached. Contract Terms The contract term will be one (1) year, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the City of Denton's option and approval by the vendor, the contract may be renewed for an additional two (2) one -year periods, as further explained in Renewal Options. Renewal Options The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments ", or the section(s) titled "termination ". At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. Price Adiustments Prices per Exhibit E must be firm for a period of one year from date of contract award. Any request for price adjustment must be accompanied with a detailed itemized cost breakdown including cost of based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI)* for asphalt (WPU0510212). The price will be increased or decreased based upon the annual percentage change in the PPL The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the percentage change exceed a minimum threshold value of + / -1 %, then the stated eligible bid prices shall be adjusted in accordance with the change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a * Producer Price Index /PPI is defined by the U.S. Department of Labor: The Producer Price Index (PPI) is a family of indexes that measures the average change over time in selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI), that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ due to government subsidies, sales and excise taxes, and distribution costs. RFP 5463 Page 17 of 19 properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 90 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and /or cancellation. The request can be sent by e -mail to: purchasing @cityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP 4 5317 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Quantities The cleaning hours per week indicated on the Pricing Sheet are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the unit prices. Individual purchase orders will be issued on an as needed basis. Product Changes The Contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing @cityofdenton.com, with the RFP number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the Contractor's expense. Products that have been installed will be replaced at the Contractor's expense. Standards of Performance The Contractor shall fully understand that the City relies on the product or service of the contract to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the specified performance standards of RFP 45463 at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. RFP 5463 Page 18 of 19 EXHIBIT C CITY OF DENTON RFP FOR HOT MIX ASPHALT CONCRETE EXHIBIT 2 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS The scope of work and /or technical specifications shall be finalized upon the selection of the Firm. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work and /or technical specification below. It is anticipated that the scope proposal submission will include, at a minimum, the following: ITEM 1 Hot Mix Asphalt Concrete Pavement (Texas DOT Item 340) The fine aggregate shall be processed sufficiently, prior to entering the dryer, so that the shakable material retained on the No. 4 sieve shall not exceed 2 %. 2. A minimum of 20% of the fine aggregated incorporated into the final mixture shall consist of crushed stone screenings. Representative samples for each grade of material from each aggregate source will be secured at random from aggregate stockpiles. These samples will be subjected to the four (4) cycles of the soundness test in accordance with test method TEX- 411 -A. The loss shall not be greater than 30% when magnesium sulfate is used. This test will not apply to materials meeting the sulfate requirements for coarse aggregates in Item 421. 4. Crushed stone screenings must be produced from stone, which will comply with the physical requirements, specified for the coarse aggregate under Article 340.2 -(1) (A) of the standard specifications. The crushed stone screenings stockpile may contain a maximum of 35% retained on the No. 10 sieve. The coarse aggregate shall be crushed so that a minimum of 50 percent of the aggregate retained on the 3/8 ", No. 4 and No. 10 sieves shall have more than one crushed face when tested in accordance with test method TEX - 413 -A. The crushed faces required for gravel, Article 340.02. (1) (A) paragraph 8 is voided. (No crushed gravel). 6. The completed mix shall be evaluated by test method TEX -530 -C and the amount of uncoated aggregate shall not exceed ten percent. If stripping occurs, the aggregate and/or the asphalt will be treated with lime slurry and /or approved liquid anti- stripping agent in accordance with special specification item 3373, "Asphalt Anti- stripping Agent (lime)" or Item 3374 "Asphalt Anti- stripping Agent (liquid)." It shall be the contractor's options to the type of anti - stripping agent selected. A minimum of one -half percent shall be used with all mix designs. 7. A maximum of 15% of field sand shall be used in the mix design. Preferred mixes shall contain 7 -10% field sand. See Item 2 for replacement. Page 1 CITY OF DENTON RFP FOR HOT MIX ASPHALT CONCRETE 8. The City of Denton will start regular testing of materials at plant site including aggregate samples for LA Abrasion test as described in 43 and 44. 9. The successful respondent will be required to meet performance specifications as follows: a. Twenty -four (24) hour telephone to receive messages. The City will give 12 hours notice of intent to receive and attempt to give six (6) hours notice of cancellation. b. Three (3) day response time after vendor is contacted by the City to provide experienced operator with laydown machine. NOTE: The following are minimums: c. Delivery of patching hot mix shall be at the rate of 30 tons over any 8 -hour day or 7.5 tons per hour. d. Delivery of hot mix for repaving shall be at the rate of 90 tons per hour. e. Delivery of hot mix for construction shall be at the rate of 130 tons per hour. If the successful respondent is unable to meet specifications on a daily basis due to plant failure or other delivery commitments, the City of Denton will have the option to obtain materials from the second lowest respondent. The Street Patching crew needs Type D hot mix every day. 10. The successful respondent will provide delivery using the most cost effective trucking for the City of Denton for each of the three types of operations: (a) patching, (b) repaving, and (c) construction. The average value can be obtained based on historical use and types of projects providing the performance specifications in 49 are met. 11. The minimum asphalt content for all mixes shall be 3.5 as stated in Texas DOT Specification 4340. 12. Previous bids have shown little price difference in all types of asphalt. Therefore, the unit price quoted shall provide delivery for Type A, Type B (292), Type C, and Type D hot mix asphaltic concrete as per Texas DOT Specification 4340. All items must meet or exceed specifications in Texas DOT specification 4350. All items must meet or exceed specifications in Texas DOT specification 4300. Page 2 CITY OF DENTON RFP FOR HOT MIX ASPHALT CONCRETE All items must meet or exceed specifications in Texas DOT specification 4316. Recycled asphalt pavement (RAP) material may be used per TxDot Item 340.2 in the base course pavement only. RAP material may not be used in any pavement surface course. ITEM 2 Hot Mix Asphalt Concrete Type C, Surface, PG -76 -22 Asphalt Cement, Class A {S,SBS,E,L,CR }.Coarse Aggregates to be used in surface courses shall have a minimum surface aggregate classification of A, {For Specifics on this Type C (PG- 76 -22) (Class A), please refer to Texas DOT specification item 43146, item 4300, item 4340). All items must meet or exceed specifications in Texas DOT specification 43146. All items must meet or exceed specifications in Texas DOT specification 4300. All items must meet or exceed specifications in Texas DOT specification 4340. Supplemental Terms and Conditions The materials bid must meet or exceed the requirements as set forth in the current specifications of the Texas Highway Department for road and bridge construction (Texas DOT). Authorized personnel shall have access to any supplier's place of business for the purpose of inspecting merchandise. Tests shall be performed on samples taken from regular shipments. If products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample and the cost of the testing shall be borne by the supplier. Payment will be made within 30 days after (1) applicable tests have been completed and materials are found to meet specifications or (2) the day on which the invoice for the materials was received. All items must be bid FOB delivered to the City of Denton Service Center or job site as directed at the time of the order. Page 3 CITY OF DENTON RFP FOR HOT MIX ASPHALT CONCRETE A purchase order number should be referenced on all packing /delivery slips, shipping tickets, invoices, etc. Invoices and statements should be directed to: CITY OF DENTON ACCOUNTS PAYABLE 215 E. McKinney St. Denton, Texas 76201 Page 4 EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship Section 176.001(1-a) w a local governmental p p as defined b y Sti ith l l g Date Received entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 0 Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 0 Yes No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental Date entity RFP 5463 Page 19 of 19 C V U 3 a N 0 E m z N � s O Q' a w m X w O Q e i i 7 v� � u LL � s �r u H t +' u e i u C W 0 W y 0 01 G 'u 'i a uurwrwrw rw rwrwrwrw O 0 0 0 < 0 0 0 0 m 0 0 '. 0 0 0 0 o a` O 0 o 0 o 0 0 0 0 ni N 0 0 Lo o o o o ni N m r, O 0 0 0 0 0 0 0 0 o o o o Q p N O C C : c Lr c Lr c c c Lr c Lr 0' 0 y Ln Ln Ln N Ln I, Ln O Q Ln N Ln I, Lfl -6 I, l0 n m N n N n N Ln o0 7 o0 W to m 7 M 7 N O N m m d n M M N ro X D' Ln M W N c oo O 0 o 0 � 0 0 0 0 m 0 a Ln u u V Ln o a` o 0 0 D o Ln 0 0 0 0 0 0 0 0 0 0 u o Ln o Ln o 0 0 Ln o Ln ni N m Lo of Ln a to ni N m r, Lo O Q N C a) 0' N Q N ' .L C -x n W ro D' Ln N N oo 0 a m p v? v? v? v? v? v? v? v? v? v? v? 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O i y ¢ Q O' Q: Lr m Ln c.i z a N z Z, z' 0 O O R 3 C C a V 3 0 0 a 0 0 0 U R O R 3 C C a V 3 0 0 a 0 0 0 U R O 0 Q v v .3 C CL T L C O E L V f0 N O N c N X N C 7 O V f0 c O f0 N L N f0 V_ c f0 N a T f0 O m T u V Q T v m c O c N D w 0 C U 7 N O � D w 71 F C C 71 N T T N (0 a a 0 F F 0 U J Q W J U Z J J Q 2 N EXHIBIT F 1 STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal /bid opening, since the insurance requirements may not be modified or waived after proposal /bid opening unless a written exception has been submitted with the proposal /bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A. M. Best Company rating of at least ,A- VII or better. Any deductibles or self - insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self - insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted.- [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury, • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and 130 Form GL 0404) is used, it shall include at least, • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (C8L)of not less than $500,000 either ine single policy orinacombination of basic and unnbnoUo or excess pp||oinn. The policy will include bodily injury and property damage liability arising out of the op8raUon, maintenance and one of all automobiles and mobile equipment used jn conjunction vviththionnrtnaot. Satisfaction of the above requirement shall bein the form ofapolicy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation |oaurono* which, in addition tn meeting the minimum requirements for issuance nf such insurance, has Employers Liability limits ofatleast $100,OOO for each accident, $1OO.00U per each emp|oyee, and m $500.000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to vmsiwa all rights of subrogation against the City, its off|c|8|s, ogemty, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contnantorshe{|oornpyywiththoprovisionoufAttacholwnt1inaonondoncevvith04QO.O96 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation �l Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain st all times during the prosecution cf the work under this ountmad. an Ovvne/m and Contractors Protective Liability |neunmooe policy naming the City as insured for property damage and bodily injury vvh|ohmoyohue in the prosecution of the work or Contractor's operations under this contract. Coverage ahoU be on an ''onnumanne" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy |inn|tm will be at |mont $500,000.00 combined bodily injury and property damage per occurrence with o -""r-"-'-. [l Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided oriwunavailable to the contractor nrifo contractor leases or rents a portion of Qty building. Limits of not less than each occurrence are required. Professional Liability Insurance Professional liability insurance with limits not less than per claim with respect ho negligent ants errors ur omissions in connection with professional services is required under this Agreement. [l Builders' Risk Insurance Builders' Risk Insurance, ononAll-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City nfDenton and all subcontractors as their interests may appear. Commercial Crime Provides coverage for the theft Or disappearance of cash or nhooK$, robbery inside/outside the prannisaa, burglary of the pnarnieem, and employee fidelity. The employee fidelity portion uf this coverage should ba written ona^bkanket basis tncover all employees, including new hires. This type insurance should be required if the contractor has access to City fundo. Linmitsnf not less thon each occurrence are required. [ I Additional Insurance Other insurance may berequired onoo individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for o specific contract, that requirement will be daechhad in the "Specific Conditions" of the contract specifications. ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers" compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor`s /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011 (44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: I. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. MILLIGA -01 LBARBER CERTIFICATE LIABILITY I DA 1512014 (MMIDOffYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. if SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cory, Tucker & Larrowe, Inc. P. O. Box 6646 Metairie, LA 70009 -6646 CONTACT NAME: PHONE FAX Arc No Ext : (504) 834 -5080 A/C, N11: (504) 835 -7726 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 10/01/2014 INSURER A: Travelers Property Casualty Company of America 25674 DAMAGE TO REED PREMISES Ea occurrence INSURED INSURER B: Travelers Indemnity Company 25658 INSURER C: $ 1,000,00 Jagoe- Public Company J. Lee Milligan, Inc. P.O. BOX 250 INSURER D: GENERAL AGGREGATE INSURER E: GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC Denton, TX 76202 INSURER F: $ COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EXP MMIDDIYYYI' LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR X X TC2J- CO- 125D9116 rM!MfDDffYYY 10/01/2014 EACH OCCURRENCE $ 1,000,00 DAMAGE TO REED PREMISES Ea occurrence $ 300,00 MED EXP (Any one person) S 5,00 PERSONAL& ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC PRODUCTS- COMP /OP AGG $ 2,000,00 $ • AUTOMOBILE LIABILITY AN Y AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS X X TC2J- CAP- 125D9061 10/01/2013 10/01/2014 COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILYINJURY(Perperson) $ JX BODILY INJURY (Per accident) $ PROPERTY DAMAGE PER ACCIDEN $ $ • X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE X X TSMJ- CUP- 125D9128 10/01/2013 10/01/2014 EACH OCCURRENCE S 8,000,00 AGGREGATE $ 8,000,000 DED I I RETENTION $ S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEYIN OFFICER/MEMBER EXCLUDED? ® (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA X TC2K- UB- 1C199838 10101/2013 10/01/2014 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEE $ 1,000,00 E.L. DISEASE -POLICY LIMIT S 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) RFP for Supply of Hot Mix Asphalt Concrete City of Denton, its Officials, Agents, Employees and volunteers are listed as additional insured on all policies, except workers' compensation and provided a waiver of subrogation on all policies, as required by written contract. City of Denton Public Works Department 901 B Texas Street Denton, TX 76209 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Oc 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Consent Agenda C AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Engineering Services ACM: Jon Fortune, 349 -8635 SUBJECT Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas ( "City "), as buyer, and Miles Land Company, Inc., a Texas corporation (the "Owner "); as seller, to acquire (i) fee simple to a 0.586 acre tract situated in the Morreau Forrest Survey, Abstract No. 417, located in the City of Denton, Denton County, Texas, and being generally located in the 600 block of South Mayhill Road; for the purchase price of One Hundred Thousand Seven Hundred Dollars and No Cents ($100,700.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached hereto and made a part hereof as Exhibit "A ", authorizing the expenditure of funds therefor; and providing an effective date. (Parcel M104 Miles Land Company— Mayhill Road Widening and Improvements project) BACKGROUND The City Council considered and approved an offer (November 6, 2012) pursuant to Ordinance No. 2012 -313, to purchase the captioned land rights. The Owner has engaged in formal negotiation dialogue and counters with the captioned purchase amount as settlement of the matter. Approval of the ordinance under consideration authorizes staff to proceed to closing the purchase transaction with the property owner. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council November 6, 2012 (Offer to Purchase Ordinance 2012 -313) FISCAL INFORMATION The overall Mayhill Road Widening and Improvements project is being funded with a combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road Improvement Program (TRIP `08) funds and City of Denton local match funds. The recommended settlement amount is $100,700.00 plus closing costs, as prescribed in the Agreement. EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted, John T. Davis, P.E. Director, Engineering Services Prepared by, Paul H. Williamson Real Estate & Capital Support Manager U Cr 0 F. Mc��NNFy O � JO 00 HIGH N H OOL r� v vi LIJ J Q Q U FM 426 tS' GAELIC CT Z �' w TARTA CIR J Miles z WHITI G Property � MORSE Location Cn PAU IE D Y ABBY WAY J bi W W m O W U W N Y KAYANN � 00 00 N a_ KARINA 0 0 J Cn W _0 m SPENCER ROAD 0 0 PECAN CREEK WATER RECLAMATION PLANT J _J i- Q Location Map MILES Parcel M104 EXHIBIT I attachment to AIS Mayhill Road Widening and Improvements EXHIBIT 2 - attachment to AIS sAlegal \our documents \ordinances \14 \miles land counteroffer ord.doc ORDINANCE NO. 2014- AN ORDINANCE OF THE CITY OF DENTON TEXAS AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON, TEXAS ( "CITY "), AS BUYER, AND MILES LAND COMPANY, INC., A TEXAS CORPORATION (THE "OWNER "); AS SELLER, TO ACQUIRE (I) FEE SIMPLE TO A 0.586 ACRE TRACT SITUATED IN THE MORREAU FORREST SURVEY, ABSTRACT NO. 417, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING GENERALLY LOCATED IN THE 600 BLOCK OF SOUTH MAYHILL ROAD; FOR THE PURCHASE PRICE OF ONE HUNDRED THOUSAND SEVEN HUNDRED DOLLARS AND NO CENTS ($100,700.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT "), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A ", AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ( "City ") made an Initial Offer (herein so called) to the Owner to purchase the Property Interests, pursuant to Ordinance No. 2012 -313, passed and approved by the City Council of the City of Denton on November 6, 2012; WHEREAS, Owner has made a counteroffer to the Initial Offer of City; WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $100,700.00 and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement; and (b) to make expenditures in accordance with the terms of the Purchase Agreement. SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. EXHIBIT 2 - attachment to AIS PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT 2 - attachment to AIS EXHIBIT "A" - to Ordinance (Property Interests) rthur Surveying Co., Inc. �i o.>F�ssioaal .lt:,�xxd Srxxv�3'ors P.O. Box 54 — Lewisville, Texas 75067 Ofiico: (972) 221 -9439 — Fax: .(972) 221 -4675 EXHIBIT "A" MAYHILL ROAD RIGHT -OF -WAY PARCEL M104 0.586 Acre City of Denton, Denton County, Texas BEING all'that certain lot, tract or parcel of land situated in the Morreau Forrest Survey, Abstract Number 417, City of Denton, Denton County, Texas, and being part of a tract of land described by deed to Mites Land Company, recorded under County Clerk's File Number 2000 -3838, Real Property Records, Denton County, Texas (R.P.R.D.C.T.), and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) found for the northwest corner of said Miles Land Company tract and the southwest corner of a tract of land described by deed to the City of Denton, recorded under County Clerk's File Number 97- 19639, R.P.R.D.C.T., and being in Mayhill Road; THENCE North 75 degrees 28 minutes 16 seconds East, with the north line of said Miles Land Company tract and a south line of said City of Denton tract, a distance of 85.75 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner at the beginning of a non - tangent curve to the right, having a radius of 2567.50 feet; THENCE over and across said Miles Land Company tract, with said curve to the right, having a central angle of 03 degrees 46 minutes 24 seconds, whose chord bears South 06 degrees 30 minutes 45 seconds West a distance of 169.05 feet, an are length of 169.08 feet to a 112 inch iron rod with yellow cap stamped "A.S.C." set for corner; THENCE South 08 degrees 23 minutes 57 seconds West, over and across said Miles Land Company tract, a distance of 233.39 feet to a "PK" Nail set in asphalt for corner in the north line of a tract of land described by deed to Kukahi Corporation Solutions, Inc., recorded under Instrument Number 2009 - 137926, Official Public Records, Denton County, Texas; THENCE North 87 degrees 25 minutes 15 seconds West, over and across said Miles Land. Company tract and with the north line of said Kukahi Corporation tract, a distance of 46.59 feet to a "PK" Nail set in asphalt for corner in the west line of said Miles Land Company tract and the northwest corner of said Kukahi Corporation tract, and being in Mayhill Road; THENCE North 02 degrees 33 minutes 51 seconds East, with the west line of said Mlles Land Company tract and in Mayhill Road, a distance of 375.62 feet to the POINT OF BEGINNING and containing 0.586 acre of land, of which 0.118 lies within existing Mayhill Road. OF ,✓ .�..:.. p� � 1 ........... .. JOH M RELL V!9's8}' C1107131 -15 Parcel M104 -- -- _ EXHIBIT 2 - attachment to AIS EXHIBIT "A" - to Ordinance (Property Interests) N 100 0 50 100 SCALE: V=100' Bearings shown hereon based on the City of Denton GIS Network. NOTES: I.R.F. =1/2" Iron Rod Found • C.I:R.F'. - 1/2" Iron Rod Found with yellow cap stamped "Arthur Surveying Company" • I.R.S. = 1 /2" Irbn Rod Set with yellow cap stamped "Arthur Surveying Company" All improvements not shown hereon, Q OR 9 t-, l� a e M e: h M New Right -of -way 0.468 ac. (20,379) Existing Implied Dedication 0.118 ac. (5,158 sq. ft.) 0.586 Acres (25,537 sq. ft.) Right-of-Way Parcel M1Q4r_ ,SELL r� yv; a v ' SURVEyon C&RTICAUON: no mrderrIp d dow hemby owls y ro mat Gila wrvey was this daymade on tha ground of me property legally described hemon and Is oorrect and to the best of mykwwkdge, tnmo am no vlslblo discrepancies, eonmc* shortages in area, boundary line onngcts, earmachments, ovedappLas of hwiUvements, easamentts or rights of way that i have bean advised ofmapt as shows bacon EXHIBIT "B" Mayhill Road Right —of —Way Parcel M104 0.586 Acre Morreau Forrest Survey, Abstract Number 417 City of ` Denton Denton County, Texas —2011— P set City of Denton C.C. #97 -19 639 C. I. R. F. t • 85.75' 3 30' Access Easement . 1 46.59' ^� 1 C1 n o t 1 N Instrument No. 2009- 137926 1. R. S. t '� YY N Miles Land Company C.C.#200.0 -3838 ��,5 i (remainder) el Shin Al Group, Ina. Instrument No. 2010 - 18093 j s�- F - K M x t 1 PK Nall Set __y" ____T t • 85.75' 3 30' Access Easement . 1 46.59' ^� Instr. No. 2010 -16096 03 °46'24" 1 S06 °30'45 "W 169.05' o t Kukahi Corporation Solutions, Inc. N Instrument No. 2009- 137926 i I.R.F. �_._ -------- (C.M.) - -_--_ - - - -- - T rmp.,rA Rr.Iz L I N75 028'16" E 85.75' L2 I N87 °25'15 "W 1 46.59' i' r rols>b 'TA DT V # I Radius I Len Delta I Chord CI I 2567.50' 169.08' 03 °46'24" 1 S06 °30'45 "W 169.05' rthur SurveA Y1119 Co., InC. .P10I&s�ional l Snrytryors . P.O.Box 54 -- Lewisville, Texas 76067 Office: (972) 221 -9439 Fax: (072) 221' -487b Estatbiished 1986 Sep uu eu i u J : u-rrr► Hr LHSLKJL 1 F HX M TO: IS EXHIBIT 2 - attachment to AISP * 4 NOTICE AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF CON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE M OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT TO CHAPTER 552, GOVERNMENT CODE. THI PURCHASE AGREEMENT (the "Agreement ") is dated __L._l� 2013 but effective as of the date provided below, between Miles Land Cam any, Inc., a Texas Corp ration (referred to herein as "Owner ") and the City of Denton, Texas ( "City ") WITNESSETH: NVHEREAS, Miles Land Company, Inc., a Texas corporation, is the Owner of a tract of land .(the `Land") in the Morieau Forrest Survey, Abstract Number 417, Denton County, Texas, being affected by the public improvement project. called the Mayhill Road Widening and Improvements Project ( "Project's; and HEREAS, City is in geed of certain fee simple lands, being a part of the Land, related to the �roject; and it is desirous of both parties to stipulate and agree to the terms and conditions with the purchase of the necessary real property interests for the Project; Sep uu eu 1d u s u irrt Hr LHStt1Jt i t Hx EXHIBIT 2 - attachment to AISp - 5 N W, THEREFORE, for Ten and No /100 Dollars ($10.00), and other good and valuable Ion, the receipt and adequacy of which is hereby acknowledged, the parties agree as 1. A At Closing, the Owner shall grant, execute, and deliver to the City a Special Warranty Deed (herein so called), conveying to the City, subject to the reservations described below, the tract f land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Special W ty Deed, and other interests as prescribed therein (the "Fee Lands "), the Special Warranty Deed bin$ attached hereto as Attachment 1 and made a part hereof. The �pecial Warranty Deed shall be in the form and upon the terms as attached hereto and herein as "Attachment 1 ". B. Owner, subject to the limitation of such reservation made herein, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the surfake of the Fee Lands, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, watei wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any ¢ther infrastructure or improvement of any kind or type in connection with or related to the oil, gas and other minerals, and/or related to the exploration or production of same. As u�cd herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method; operation, process or procedure would consume, deplete or destroy the surface of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands. The intent of th parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). 2 Sep Cl:j i!U : u rt'M HP LFiSEKJt 1 FAX EXHIBIT 2 - attachment to AIS p • s As us earth surfac 2. A to Ov 1 "Tote 3. T other 1 herein, the term "surface of the Fee Lands" shall include the area from the surface of the a depth of five hundred feet (500') below the surface of the earth and all areas above the of the earth `� consideration for the granting and conveying of the Fee Lands to the City, the City shall per at Closing the suer of )0% 00.00- The monetary compensation prescribed in this Section 2 is herein referred to as the Monetary Compensation ". Owner shall convey and grant to the City the Fee Lands free and clear of all debts, liens and (the "Encumbrances "). The Owner shall assist and support satisfaction of all requirements of the City in relation to solicitation of releases or subordinations of the rances and other curative efforts affecting the Fee Lands, if necessary in the discretion of the City. in the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such hall not be a default hereunder, although Owner may otherwise be in default under Section 10, beio However, if the Encumbrances are not cured as provided herein, City has the option of either (i) 'ving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City hall have no further obligations under this Agreement. 4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all comlensation due Owner by City related to the Project and the transactions contemplated by this Agre anent, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any improvements, tun% landscape, vegetation, or any other structure or facility of any kind within the Fee Lands related to activities conducted pursuant to the City ownership of the Fee Lands, interference with Owner's activities on other property inte sts of Owner, caused by or related to activities related to the Project on the Fee Lands, whether awninp, now or hereafter, and Owner hereby releases for itself, its successors and assigns, the City, 3 Sep u:j i!u 1 : : u rrr9 HI' LRtRJ t 1 F RX EXHIBIT 2 - attachment to AIS P • 7 it's of cers, employees, elected officials, agents and contractors from and against any and all claims it ma have now or in the future, related to the herein described matters, events and/or damages. 5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205 ( "Title Company "), with said Title Company acting as escrow agent, on the date which is 90 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date "). In the event the Closbig Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closi a Date shall be the next resulting business day. 6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year in wlich Closing shall occur shall be prorated between Owner and City as of the Closing Date. If the =tual amount of taxes for the calendar year in which Closing shall occur is not known as of the Clo ' ag Date, the proration shall be based on the amount of taxes due and payable with respect to the Fee I ands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The resull of such proration is that the Owner shall pay for those taxes attributable to the period of time . prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. �tT Ckr 7. he date on which this Agreement is executed by the shall be the "Effective Date" of Agre ment. r B.A. In the event Owner shall default in the performance of any covenant or term provided herein, and ch default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, without limitation, the remedy of specific performance. 4 Sep uj eu i d J: u ft-m Hr LHZ)tKJL i r HA EXHIBIT 2 - attachment to AIS10 ° a B. In1 such wri the event City shall default in the performance of any covenant or term provided herein, and ,efault shall be continuing after ten (10) days written notice of default and opportunity to cure, r may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by a notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. T E LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AG EMENT FOR ALI, PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON CO Y, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLI,Ly IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, 10. F rom and after the Effective Date of this Agreement, through and including the Closing, Owner shall not (i) convey or lease any interest in the Fee Lands; or (ii) enter into any agreement that will be binding upon the Fee Lands, or upon the Owner with respect to the Fee Lands, after the date of 11. A. ny notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be deliv red by telephonic facsimile, hand delivery or by United_ States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: U Land Company, Inc. es to: s , CITY: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 5 Sep UJ eu 1 j J: uurrl Hr LHSLFKJL I r Hx Teleci)vy: 12. prior For Ci : EXHIBIT 2 - attachment to AISp • �J Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382 -7923 Agreement constitutes the sole and only agreement of the parties and supersedes any or written or oral agreements between the parties with respect to the subject of this Agreement. Time is of the essence with respect to this Agreement. 13. Owner represents and warrants to City that it possesses the full power and authority to sell and convey the Property as provided in this Agreement and that all requisite action to authorize Owner to enter into this Agreement and to carry out Owner's obligations hereunder, including the grant of auth rity to the person executing this Agreement for and on behalf of Owner to bind Owner to the term hereof, have been taken. 14. e representations, warranties, agreements and covenants contained herein shall survive the Clostiz and shall not merge with the Special Warranty Deed. 15. 1 In the event prior to the Closing Date, condemnation or eminent domain proceedings are any LN or initiated by any entity or party other than the City that might result in the taking of i of the Fee Lands, City may, at its election, terminate this Agreement at any time to Closing. OF DENTON, TEXAS :GE C. CAMPBELL, MANAGER 2013 11 Sep 03 EU13 3:UUPM HP LHbERJE1 FHX ATTEST: JENTNIFE BY: Date: WALTERSSITY SECRE'T'ARY 2013 Date:) 2013 EXHIBIT 2 - attachment to AISP • 1 Date: �l Pr>~.1c� -c► -32 . 6 EXHIBIT 2 - attachment to AIS 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, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381 -1006 Telecopy: (940) 898 -0121 Printed Name: Title: Contract receipt date: , 2013 Eta EXHIBIT 2 - attachment to AIS ATTACHMENT 1 TO PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That Miles Land Company, Inc., a Texas corporation (herein called "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas, being particularly described in Exhibit "A" and depicted in Exhibit "B ", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property "). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without EXHIBIT 2 - attachment to AIS limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] This Deed is subject to that certain Purchase Agreement, dated on or about 2013, by and between Grantor and Grantee. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not Page 2 of 3 otherwise. EXECUTED the day of THE STATE OF TEXAS § COUNTY OF DENTON § EXHIBIT 2 - attachment to AIS 2013. Miles Land Company, Inc., a Texas corporation By: _ Name: Title: ACKNOWLEDGMENT This instrument was acknowledged before me on , 2013 by , of Miles Land Company, Inc., a Texas corporation, on behalf of said corporation. Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, Texas 76209 Page 3 of 3 Notary Public, State of Texas My commission expires: Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT 2 - attachment to AIS EXHIBIT A - to Special Warranty Deed rthur Surveying Co., Inc. B"ra fr�ssiazYl' X,a xx d Srxx- v�yors P.O. Box 54 --- Lewisville, Texas 75067 Office: (972) 221 -9439 — Fax: (972) 221 -4675 EXHIBIT "A" MAYHILL ROAD RIGHT -OF -WAY PARCEL M104 0.586 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the Morreau Forrest Survey, Abstract Number 417, City of Denton, Denton County, Texas, and being part of a tract of land described-by deed to Miles Land Company, recorded under County Clerk's File Number 2000 -3838, Real Property Records, Denton County, Texas (R.P.R.D.C.T:), and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) found for the . northwest comer of said Miles Land Company tract and the southwest corner of a tract of land described by deed to the City of Denton, recorded under County Clerk's File Number 97- 19639, R.P.R.D.C.T., and being in Mayhill Road; THE, NCE North 75 degrees 28 minutes 16 seconds East, with the north line of said Miles Land Company tract and a south line of said City of Denton tract, a distance of 85.75 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C" set for corner at the beginning of a non - tangent curve to the right, having a radius of 2567.50 feet; THENCE over and across said Miles Land Company tract, with said curve to the right, having a central angle of 03 degrees 46 minutes 24 seconds, whose chord bears South 06 degrees 30 minutes 45 seconds West a distance of 169.05 feet, an are length of 169.08 feet to a 1/2 inch iron rod with yellow cap stamped "A,S.C." set for corner; THENCE South 08 degrees 23 minutes 57 seconds West, over and across said Miles Land Company tract, a distance of 233.39 feet to a "PK" Nail set in asphalt for corner in the north line of a tract of land described by deed to Kukahi Corporation Solutions, Inc., recorded under Instrument Number 2009 - 137926, official Public Records, Denton County, Texas; THENCE North 87 degrees 25 minutes 15 seconds West, over and across said Miles Land. Company tract and with the north line of said Kukahi Corporation tract, a distance of 46.59 feet to a "PK" Nail set in asphalt for corner in the west line of said Miles Land Company tract and the northwest comer of said Kukahi Corporation tract, and being in Mayhill Road; THENCE North 02 degrees 33 minutes 51 seconds East, with the west line of said Miles Land Company tract and in Mayhill Road, a distance of 375.62 feet to the POINT OF BEGINNING and containing 0.586 acre of land, of which 0.118 lies within existing Mayhill Road. ,`Eor T .N.N p ,,� JOHN M.�'RUG N NNN'.•N p• {t4 g�lt)S �• ` � 3t16'I�r C1107131 -15 Parcel M104 EXHIBIT B - to Special Warranty DeedHIBIT 2 - attachment to AIS N P. 4. B. loo 0 50 100 CJ.R.F. SCALE: V= 100' (C.M.) Bearings shown hereon based on the City of Denton GIS Network. �C,)a NOTES: W • I.R.F. a 112" Iron Rod Found • C.I:R.V. = 1/2" Iron Rod Found with yellow cap stamped a e "Arthur Surveying Company" • I.R.S. -1/2" Iron Rod Set with yellow cap stamped "Arthur W Surveying Company" h I All improvements not shown hereon. o New Right -of -way 0.468 ac. (20,374) Existing Implied Dedication 0.118 ac. (5,158 sq. ft.) 0.586 Acres (25,537 sq. ft.) Right-of-Way Parcel Ml \ \ � s7 A "PK" Noll !aa F .cr set 1. V �O ' .............. .�ELL.. SURVEYORS C& TMCA77ON: no uedm*ad does h=by C&* to that tlils survey was this day made oa the ground of the pmpe* ley descdb°d hereon sod Is eoaft-4 and to tho boat ofmy lmow[edge, thorn ate no vlslblo disctepaados, otwtlicts, shodq- In awe, bo-duy Had oonfllcts, encaoschmente, ovarfapping of Improvement+, aasemt "fs artighb ofwaythet7 have ban advised of except as shows hereon. EXHIBIT "B" Ma ME Road .Right --of --Way Parcel M1 O4 0.586 Acre Morreau Forrest Survey, Abstract Number 417 City of " Denton Denton County, Texas --2011- City of Denton C.C.#97 -19839 C. 1. R. F. „ X75 2894 E 0010 rIR*S. \�\ 1 1 I � � 1 C1 I �� I.R.S. I K o, �G M o Miles Land Company 1 C.C.#2000 -SM f (remainder) j Shia Al Group, Inc. K JM Instrument No. 2010 - 16093 bid �N x f l I i rr15°28'iOTE 3 L2 30' Access Easement 46:59' I Instr. No. 2010 -16096 MCI 1 S06 °30'45 "W 169.05' oI Kukahi Corporation Solutions, Inc. IInstrument No. 2009 - 137928 1 I.R.F. - - ----- (C.M.) - - --- - - ---- - - ---- _ - - --- - - -- -. T IVII. TA RT.R.. L1 rr15°28'iOTE 85;75' L2 N87 °25`15 "W 46:59' f1rrzAT7TAMTb - # I .Radius I Length - I Delta j Chord Cl 2567.50' 169.08'. 03 04624" 1 S06 °30'45 "W 169.05' rthur Surveying Co., Inc. 'mfiessional Lend Surveyors P.O.Box 84.- Lewisville, Texas 78067 . office: (972) 221 -9439 Fax: (072) 221-4878 Estatblished 1988 Consent Agenda D AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Planning and Development /Community Development ACM: John Cabrales, Jr. r SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to make application to the Texas Department of Housing and Community Affairs Emergency Solutions Grant Program and take all other actions necessary to obtain and implement the program; and providing for an effective date. BACKGROUND The Texas Department of Housing and Community Affairs (TDHCA) has released the Notice of Funding Availability (NOFA) for Emergency Solutions Grant (ESG) that provides assistance to the homeless and those at -risk of becoming homeless. The City of Denton has been awarded the ESG grant for multiple years receiving increasing funding each year of the award. The first year the City was awarded $309,430. In 2012, the award was for $472,140. Currently, the funding is $497,011. ESG funding is utilized to support the services of four Denton County agencies that provide assistance to the homeless and those at- risk of becoming homeless. The four (4) sub - recipient agencies are Christian Community Action (CCA), Denton County Friends of the Family, Giving HOPE Inc., and The Salvation Army - Denton. Approval of this ordinance will authorize application to the State's 2014 ESG program to continue the homeless assistance and prevention programs administered by local non - profit organizations. OPTIONS Adopt the ordinance authorizing the City Manager to make application for the Emergency Solutions Grant. Deny the ordinance authorizing the City Manager to make application for the Emergency Solutions Grant. Postpone consideration of the ordinance authorizing the City Manager to make application for the Emergency Solutions Grant. Table the adoption of an ordinance authorizing the City Manager to make application for the Emergency Solutions Grant. Agenda Information Sheet March 4, 2014 Page 2 of 2 ESTIMATED PROJECT SCHEDULE The ESG award term is from October 1, 2014 to September 30, 2015. PRIOR ACTION /REVIEW (Councils, Boards, Commissions) The Texas Homeless Network, the designated lead organization for the federally recognized Continuum of Care that includes Denton County, reviewed and supports local participation in the Emergency Solutions Grant Program application. Ordinance 2013 -049 was approved on February 12, 2013, supporting the City's participation in the State's ESG program. FISCAL INFORMATION The Emergency Solutions Grant Program requires a 100% match. The match will consist of employee salaries, donated facilities, donated supplies, cash donations, and volunteer hours. The match will be provided primarily by the sub - recipients but, could also include Community Development staff salaries. EXHIBITS Proposed Ordinance Respectfully submitted: pp af, f�, r Brian Lockley, AICP, CPM Director Planning & Development Prepared by: Barbara Ross Community Development Administrator SALega] \Our Documentsl0rdinances1I41CommDev Emergency sdutions,docx Exhibit 1 Proposed Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO MAKE APPLICATION TO THE TEXAS DEPARTMENT OF HOUSING AND COMMUNTY AFFAIRS EMERGENCY SOLUTIONS GRANT PROGRAM AND TAKE ALL OTHER ACTIONS NECESSARY TO OBTAIN FUNDING AND IMPLEMENT THE PROGRAM; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas, is concerned with the provision of services to residents who are homeless and with providing decent housing, a suitable living environment, and assisting homeless households to achieve self sufficiency; and WHEREAS, the City of Denton, Texas, participates in the Denton County Homeless Coalition providing a continuum of care for homeless and potentially homeless households; and WHEREAS, the City of Denton, Texas, wishes to apply through the Emergency Solutions Grant Program, as authorized by the Stewart B. McKinney Homeless Assistance Act of 1987, Title IV, as amended (U.S. Code: 42 USC 11371 et se .), and as administered through the United States Department of Housing and Urban Development; and WHEREAS, the Texas Legislature has designated the Texas Department of Housing and Community Affairs as the administering agency for the Emergency Solutions Grant Program pursuant to Sec. 2306.094, Texas Government Code; and WHEREAS, the City of Denton, Texas, intends to sub - contract with local social service agencies to provide services through the Emergency Solutions Grant program; and WHEREAS, the Texas Department of Housing and Community Affairs requires the appropriate certifications and the City Council deems it in the public interest to authorize the City Manager to execute a grant agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton, Texas, authorizes the City Manager to sign and submit a grant application to the Texas Department of Housing and Community Affairs Emergency Solutions Grant Program and all appropriate officials thereof, together with all necessary certifications, grant agreements and other documents as well as appropriate resources for entitlement of funds under the Stewart B. McKinney Homeless Assistance Act of 1987, as amended and Emergency Solutions Grant Program pursuant to Sec. 2306.094 of the Texas Government Code., and all other applicable laws, as necessary to obtain a grant under the Emergency Solutions Grant Program to provide services to homeless residents of Denton. The City Manager is authorized to take all other actions necessary to execute an agreement and administer this grant including execution of agreements with each of the designated subrecipient organizations. SECTION 2. The City Council of the City of Denton, Texas, authorizes the Community Development Administrator to sign and submit to the Texas Department of Housing and Community Affairs and all appropriate officials thereof, amendments, change orders, together with all necessary certifications, and other documents, under the supervision of the City Manager, to handle all fiscal and administrative matters relating to the administration of the Emergency Solutions Grant Program, if it is funded and all other matters connected therewith. SECTION 3. The City Secretary is hereby authorized to furnish true, complete, and correct copies of this ordinance to all interested parties. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 52014. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: c MARK A. BURROUGHS, MAYOR Page 2 of 2 Consent Agenda E AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Phil Williams at 349 -8487 ACM: Bryan Langley aL SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of a three (3) year agreement for the Esri Small Utility Enterprise License Agreement (ELA) for ArcGIS software suite utilized by Denton Municipal Electric which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5466 awarded to Environmental Systems Research Institute, Inc. (Esri) in the not -to- exceed amount of $75,000). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION Denton Municipal Electric (DME) maintains a master repository of records and maps for its installed electric system equipment. The City of Denton and DME chose a geographic information /facilities management system (referred to as "GIS ") nearly two decades ago. Esri ArcGIS software suite assists electric utilities by increasing productivity and improving services by effectively managing spatial data. The electric GIS software presently allows DME the capability to run database queries on the electric system infrastructure and create engineering and operational maps. The electric GIS system has become a core product for DME and is now used to provide GIS data that assists with financial fixed asset accounting, budget preparations, and presentations requiring governing board approvals, distribution engineering analysis, and outage management tracking and reporting. These applications cannot continue to function without the renewal of the Esri ELA license. DME could also experience serious impacts related to operational, design, and GIS system knowledge capabilities without the renewal. Changing from Esri software to another system, would create the need to re- integrate or totally replace a number of existing software's which could cost in excess of $1,000,000. DME utilizes the Esri software as a foundation component to many software programs in order to properly perform its operations and its functions, and has similar licensing agreements in place with other vendors. The Esri Small Utility Enterprise License Agreement (ELA) is a three (3) year agreement that will grant DME access to Esri® term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement (Exhibit 1- Quote). The ELA will be effective on the date executed and will be in effect for three (3) years. The three (3) year commitment will save DME more than $10,000 dollars in comparison to individual software licensing over the same three year period. Agenda Information Sheet March 4, 2014 Page 2 FILE INFORMATION (CONTINUED) DME converted its individual licensing to ELA licensing in 2011, and has greatly benefited from it. ELA has several benefits including: • A lower cost per unit for licensed software • Substantially reduced administrative and procurement expenses • Maintenance on all Esri software deployed under this agreement • Complete flexibility to deploy software products when and where needed Esri is the sole provider of software maintenance including technical support and Esri software updates and upgrades, for Esri products (Exhibit 2). Chapter 252.022 of the Texas Local Government Code provides that procurement of commodities and services that are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. PRIOR ACTIONNIEW (COUNCIL, BOARDS, COMMISSIONS) On February 10, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a three (3) year Esri Small Utility Enterprise License Agreement with Environmental Systems Research Institute, Inc. (Esri) in the not to exceed amount of $75,000. PRINCIPAL PLACE OF BUSINESS Environmental Systems Research Institute, Inc. Redlands, CA ESTIMATED SCHEDULE OF PROJECT The original contract was signed on May 12, 2011 and will terminate on May 13, 2014. DME would like to extend the original contract for an additional three (3) year period from May 13, 2014 through May 13, 2017 (Exhibit 5). FISCAL INFORMATION This item will be funded from account operating 600500.6504. Requisition #117788 has been entered in the Purchasing software system. Agenda Information Sheet March 4, 2014 Page 3 EXHIBITS Exhibit 1: Software License Agreement Quote Exhibit 2: Sole Source Letter Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Exhibit 5: License Agreement Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance File 5466 EXHIBIT 1 January 8, 2014 Mr. Jerry Fielder City of Denton 1659 Spencer Rd Denton, TX 76205 Dear Jerry, The Esri Small Utility Enterprise License Agreement (ELA) is a three -year agreement that will grant your organization access to Esri® term license software on an unlimited basis including maintenance on all software offered through the ELA for the term of the agreement. The ELA will be effective on the date executed and will require a firm, three -year commitment. Based on Esri's work with several organizations similar to yours, we know there is significant potential to apply geographic information system (GIS) technology in many operational and technical areas within your organization. For this reason, we believe that your organization will greatly benefit from an enterprise license agreement. An ELA will provide your organization with numerous benefits including: • A lower cost per unit for licensed software • Substantially reduced administrative and procurement expenses • Maintenance on all Esri software deployed under this agreement • Complete flexibility to deploy software products when and where needed The following business terms and conditions will apply: ■ All current departments, employees, and in -house contractors of the organization will be eligible to use the software and services included in the ELA. • If your organization wishes to acquire and /or maintain any Esri software during the term of the agreement that is not included in the ELA, it may do so separately at the Esri pricing that is generally available for your organization for software and maintenance. • The organization will establish a single point of contact for orders and deliveries and will be responsible for redistribution to eligible users. • The organization will establish a Tier 1 support center to field calls from internal users of Esri software. The organization may designate individuals as specified in the ELA who may directly contact Esri for Tier 2 technical support. • The organization will provide an annual report of installed Esri software to Esri. • Esri software and updates that the organization is licensed to use will be automatically available for downloading. EXHIBIT 1 ■ The organization will act as an Esri reference site and will permit Esri to publicize its use of Esri software and services. ■ The fee and benefits offered in this ELA proposal are contingent upon your acceptance of Esri's Small Utility ELA terms and conditions. ■ Licenses are valid for the term of the ELA. The terms and conditions in this Small Utility ELA offer are for utilities with a total meter /subscriber count which falls under the applicable tier in the Esri ELA Small Utility Program. By accepting this offer, you confirm that your organization's meter count falls within this range on the date of signature and that you are therefore eligible for this pricing. If your organization's meter /subscriber count does not fall within this range, please confirm your current meter /subscriber count, and Esri will provide a revised quotation. This program offer is valid for 90 days. To complete the agreement within this time frame, please contact me within the next seven days to work through any questions or concerns you may have. To expedite your acceptance of this ELA offer: I . Sign and return the signature page of the ELA with a Purchase Order or issue a Purchase Order that references this ELA Quotation and includes the following statement on the face of the Purchase Order: "THIS PURCHASE ORDER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE ESRI SMALL UTILITY ELA, AND ADDITIONAL TERMS AND CONDITIONS IN THIS PURCHASE ORDER WILL NOT APPLY." Have it signed by an authorized representative of the organization. On the first page of the ELA, identify the central point of contact/agreement administrator. The agreement administrator is the party that will be the contact for management of the software, administration issues, and general operations. Information should include name, title (if applicable), address, phone number, and e -mail address. 3. In the purchase order, identify the "Ship to" and "Bill to" information for your organization. 4. Send the purchase order and agreement to the address, email or fax noted below: Esri Attn: Customer Service SU -ELA 380 New York Street Redlands, CA 92373 -8100 e -mail: service@esri.com fax documents to: 909 - 307 -3083 I appreciate the opportunity to present you with this proposal, and I believe it will bring great benefits to your organization. Thank you very much for your consideration. Best Regards, f 1 Ralph AAnhold 0 EXHIBIT 1 0 esno Quotation # 20440316 Date: January 8, 2014 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. Customer # 6835 Contract # 1 International Ct Broomfield, CO 80021 City of Denton Phone: (909) 793 -2853 Fax: (303) 449 -8830 Municipal Electric 1659 DUNS Number: 06- 313 -4175 CAGE Code: OAMS3 Dent Spencer Rd Denton, TX 76205 To expedite your order, please attach a copy of this quotation to your purchase order. ATTENTION: Jerry Fielder Quote is valid from: 0110812014 To: 0410812014 PHONE: (940) 349 -7102 FAX: (940) 349 -7334 Material Qty Description Unit Price Total 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 25,000.00 Contract Pricing Adjust: Agreement - Year 1 Total: $75,000.00 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 25,000.00 Agreement - Year 2 114761 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 25,000.00 25,000.00 Agreement - Year 3 Item Total: 75,000.00 Subtotal: 75,000.00 Sales Tax: 0.00 Estimated Shipping & Handling(2 Day Delivery) : 0.00 Contract Pricing Adjust: 0.00 Total: $75,000.00 " Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient, Sub - recipient, or Vendor for reporting purposes. Esri may charge a fee to cover expenses related to any customer requirement to use a specific vendor management, procurement, or invoice program. For questions contact: Ralph Anhold Email: ran hold (a-)esri.com Phone: (909) 793 -2853 x8227 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074 -4630 ANHOLDR This offer is limited to the terms and conditions incorporated and attached herein. EXHIBIT 1 ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. 1 International Ct Broomfield, CO 80021 Phone: (909) 793 -2853 Fax: (303) 449 -8830 DUNS Number: 06- 313 -4175 CAGE Code: OAMS3 To expedite your order, please attach a copy of this quotation to your purchase order. Quote is valid from: 0110812014 To: 0410812014 Quotation # 20440316 Date: January 8, 2014 Customer # 6835 Contract # City of Denton Municipal Electric 1659 Spencer Rd Denton, TX 76205 ATTENTION: Jerry Fielder PHONE: (940) 349 -7102 FAX: (940) 349 -7334 BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED TO OBLIGATE FUNDS FOR YOUR ORGANIZATION. DO NOT USE THIS FORM FOR ORDER ACTIVATION IF YOUR ORGANIZATION WILL NOT HONOR AND PAY AN INVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. If you have made ANY alterations to the line items included in this quote and have chosen to sign the quote to indicate your acceptance, you must fax Esri the signed quote in its entirety in order for the quote to be accepted. You will be contacted by your Customer Service Representative if additional information is required to complete your request. If your organization is a US Federal, state, or local government agency; an educational facility; or a company that will not pay an invoice without having issued a formal purchase order, a signed quotation will not be accepted unless it is accompanied by your purchase order. If you choose to discontinue your maintenance, you will become ineligible for maintenance benefits and services. All maintenance fees from the date of discontinuation will be due and payable if you decide to reactivate your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri, if any, or as otherwise provided by Esri's standard terms and conditions at www.esri.com /legal, which are incorporated by reference. Federal Government entities and prime contractors buying under GSA pricing/terms are subject to Esri's Federal Supply Schedule GS- 35F- 5086H. Acceptance is limited to terms of this quotation. Esri objects to and expressly rejects any different or additional terms contained in any purchase order, offer or confirmation sent or to be sent by buyer. All terms of this quotation as referenced above shall be incorporated into and are part of any further or additional agreement regarding Esri's software data, web services, training, services and maintenance. In order to expedite processing, please reference the quotation number and any /all applicable Esri contract number(s) (e.g. MPA, ELA, SmartBuy, GSA, BPA) on your ordering document. By signing below, you are authorizing Esri to issue an invoice for the items included in the above quote in the amount of: $ , plus sales taxes if applicable. (Note: Shipping costs are subject to change.) Please check one of the following: I agree to pay any applicable sales tax. I am tax exempt, please contact me if exempt information is not currently on file with Esri. Signature of Authorized Representative Date Name (Please Print) Title The quotation information is proprietary and may not be copied or released other than for the express purpose of system selection and purchase /license. This information may not be given to outside parties or used for any other purpose without consent from Environmental Systems Research Institute, Inc. (Esri). Any estimated sales and /or use tax reflected on this quote has been calculated as of the date of this quotation and is merely provided as a convenience for your organization's budgetary purposes. Esri reserves the right to adjust and collect sales and /or use tax at the actual date of invoicing. If your organization is tax exempt or pays state tax directly, then prior to invoicing, your organization must provide Esri with a copy of a current tax exemption certificate issued by your state's taxing authority for the given jurisdiction. " Please indicate on your purchase order if this purchase is funded through the American Recovery and Reinvestment Act, and whether Esri is a Prime Recipient, Sub - recipient, or Vendor for reporting purposes. Esri may charge a fee to cover expenses related to any customer requirement to use a specific vendor management, procurement, or invoice program. For questions contact: Ralph Anhold Email: ran hold r)esri.com Phone: (909) 793 -2853 x8227 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review. It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074 -4630 ANHOLDR This offer is limited to the terms and conditions incorporated and attached herein. EXHIBIT 1 SMALL ENTERPRISE LICENSE AGREEMENT SMALL UTILITY Authorized Distributor /Esri Use Only: Cust. Name Cust. # PO # Esri Agreement # Esri, 380 New York St., Redlands, CA 92373 -8100 USA • TEL 909 - 793 -2853 • FAX 909 - 793 -5953 This Small Enterprise License Agreement ( "ELA ") is by and between the organization listed on the signature page ( "Licensee "); Environmental Systems Research Institute, Inc. ("Esri")-, and, if Licensee is located outside the United States of America (US), the Authorized Distributor listed on the signature page ( "Authorized Distributor "). Authorized Distributor is authorized by Esri to provide access to Online Services and provide ELA Maintenance for Enterprise Products and other benefits, as described herein, to Licensee located outside the US. This ELA sets forth the terms for Licensee's use of Enterprise Products and incorporates by reference (i) the ELA Quotation and (ii) the License Agreement. Should there be any conflict between the terms and conditions of the documents that comprise this ELA, the order of precedence for the documents shall be as follows: (i) Small Enterprise License Agreement, (ii) the License Agreement, and (iii) the ELA Quotation. The modifications and additional rights granted in this ELA apply only to the Enterprise Products listed in Table A. Unlimited Quantities Desktop Software and Extensions ArcGIS for Desktop Advanced ArcGIS for Desktop Standard ArcGIS for Desktop Basic ArcGIS for Desktop Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Publisher, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Data Reviewer Server Software and Extensions ArcGIS for Server Workgroup and Enterprise (Advanced, Standard, and Basic) ArcGIS for Server Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geostatistical Analyst, ArcGIS Network Analyst, ArcGIS Schematics, ArcGIS Workflow Manager, ArcGIS Image Table A Developer Tools ArcGIS Engine ArcGIS Engine Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Geodatabase Update, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS Runtime Standard ArcGIS Runtime Standard Extensions: ArcGIS 3D Analyst, ArcGIS Spatial Analyst, ArcGIS Network Analyst Limited Quantities One (1) Annual Subscription to Esri Developer Network (EDN) Standard* One (1) Esri CityEngine Advanced Single Use License One (1) Esri CityEngine Advanced Concurrent Use License One (1) ArcGIS Online Subscription* Other Benefits One (1) ArcGIS Online Subscription with specified named users and credits as determined in the program description Level 2 Number of Esri International User Conference Registrations provided annually 2 Number of Tier 1 Help Desk Individuals authorized to call Esri 3 Maximum number of sets of backup media, if requested ** 2 Seats in the Working with Geometric Networks for Utilities class I Virtual Campus Annual User License allowance 7,500 Five percent (5 %) discount on all individual commercially available instructor -led training classes at Esri facilities purchased outside this Agreement (Discount does not apply to Small Enterprise Training Package.) *ELA Maintenance is not provided for these items. * *Additional sets of backup media may be purchased for a fee. E215 -2 (Level 2) Page 1 of 6 10/16/2013 EXHIBIT 1 Licensee may accept this ELA by signing and returning it with an Ordering Document that matches the ELA Quotation and references this FLA. ADDITIONAL OR CONFLICTING TERMS IN LICENSEE'S ORDERING DOCUMENT WILL NOT APPLY, AND THE TERMS OF THIS ELA WILL GOVERN. Unless otherwise mutually agreed to, this ELA is effective as of the date of the last signature on the signature page ( "Effective Date "), or if no date is provided with the signature, the date of Esri's receipt of Licensee's Ordering Document incorporating this ELA by reference. This ELA supersedes any previous agreements, proposals, presentations, understandings, and arrangements between the parties relating to the licensing of the Enterprise Products. Except as provided in Article 4— Enterprise Product Updates, any modifications or amendments to this ELA must be in writing and signed by an authorized representative of each party. This ELA may be executed in duplicate by the parties. An executed separate signature page transmitted through electronic means, such as fax or e -mail, is valid and binding even if an original paper document bearing each party's original signature is not delivered. Accepted and Agreed (Licensee) By: Authorized Signature Printed Name: Title: Date: ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (Esri) By: Authorized Signature Printed Name: Title: Date: LKENSEE CONTACT INFORMATION Contact: Address: City, State, Postal Code: Country: ELA Quotation Number (if applicable): Telephone: Fax: E -mail: E215 -2 (Level 2) Page 2 of 6 10/16/2013 EXHIBIT 1 ,0— DDur[ONA . D FINurION In addition to the definitions provided in the License Agreement, the following definitions apply to this ELA "Deploy" means to redistribute and install the Enterprise Products and related Authorization Codes within Licensee's organization(s). "ELA Maintenance" means Tier 2 Support, updates, and patches provided by Esri or its Authorized Distributor to Licensee for the Enterprise Products. "ELA Quotation" means the Small Enterprise License Agreement offer letter and quotation form provided separately by Esri or its Authorized Distributor to Licensee. "ELA Fee" means the fee set forth in the ELA Quotation. "Enterprise Products" means the Products identified in Table A —List of Enterprise Products and any updates to such list provided in writing by Esri or its Authorized Distributor. "Incident" means a failure of the Software to operate according to the Documentation where such failure substantially impacts operational or functional performance. "License Agreement" means the applicable license agreement incorporated by this reference that is (i) found at http : / /www.esri.com /legal/software- license; comprised of the General License Terms and Conditions (E204) and Exhibit 1, Scope of Use (E300); and available in the installation process requiring acceptance by electronic acknowledgment or (ii) a signed license agreement between Esri, Distributor (if applicable), and Licensee that supersedes such electronically acknowledged license agreement. "Technical Support" means a process to attempt to resolve reported Incidents through error correction; patches; hot fixes; workarounds; replacement deliveries; or any other type of Enterprise Product corrections or modifications. "Tier 1 Help Desk" means Licensee's point of contact from which all Tier 1 Support will be given to Licensee "Tier 1 Support" means the Technical Support provided by the Tier 1 Help Desk as the primary contact to Licensee in attempted resolution of reported Incidents. "Tier 2 Support" means the Technical Support provided by Esri or its Authorized Distributor to the Tier I Help Desk when the Incident cannot be resolved through Tier I Support. Licensees located in the US will receive Tier 2 Support from Esri. Licensees outside the US will receive Tier 2 Support from an Authorized Distributor located in the Licensee's region. & ADDurIONA . R N'f OF LICENSE 2.1 Grant of License. Subject to the terms and conditions of this ELA, Esri grants to Licensee a personal, nonexclusive, nontransferable Term License solely to use, copy, and Deploy quantities of the Enterprise Products listed in Table A for the term provided in Section 3.1 —Term (i) for which the applicable license fees have been paid and (ii) in accordance with the License Agreement. 2.2 Consultant Access. Esri grants Licensee the right to permit Licensee's consultants or contractors to use the Enterprise Products exclusively for Licensee's benefit. Licensee shall be solely responsible for compliance by consultants and contractors with this ELA and shall ensure that the consultant or contractor discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. Licensee may not permit its consultants or contractors to install Software or Data on consultant, contractor, or third - party computers or remove Software or Data from Customer locations, except for the purpose of hosting the Software or Data on Contractor Servers for the benefit of Licensee. 3.0—TERM, TERMINA`r[ONg AND XPIRA`f [ON 3.1 Term. The term of this ELA and all licenses hereunder shall commence on the Effective Date and continue for three (3) years, unless this ELA is terminated earlier as provided herein. Licensee is only authorized to use Deployed Enterprise Products during the term of this ELA. No indefinite term or perpetual license grants are provided with this ELA. 3.2 No Use upon Expiration or Termination. All Deployed Enterprise Product licenses and all ELA Maintenance, Virtual Campus access, and User Conference Registrations terminate on expiration or termination of this ELA. E215 -2 (Level 2) Page 3 of 6 10/16/2013 EXHIBIT 1 3.3 Termination for Lack of Funds. For government or a. government -owned entities only, either party may terminate this ELA for Lack of Funds. Lack of Funds is the inability of Licensee to secure appropriation of funds through the legislative or governing body's approval process for annual payments due. 4.0—E i E PI.I SE PROD cr JPDA' .l Future Updates. Esri and its Authorized Distributor reserve the right to update the list of Enterprise Products in Table A by providing written notice to Licensee. Licensee may continue to use all Enterprise Products that have been Deployed, but support and upgrades for deleted items may not be available. As new Enterprise Products are incorporated into the standard program, they will be offered to Licensee via written notice for incorporation into the Enterprise Products schedule at no additional charge. Licensee's use of new or updated Enterprise Products requires Licensee to adhere to applicable additional or revised terms and conditions of the License Agreement. .2 Product Life Cycle. During the term of this ELA, some Enterprise Products may be retired or may no longer be available for unlimited quantity Deployment. ELA Maintenance shall be subject to the individual Product Life Cycle Support Status and Product Life Cycle Support Policy, which can be found at http: / /resources.arcgis.com/content/ product- life - cycles. Updates for Enterprise Products in the mature and retired phases may not be available; however, Licensee may continue to use Deployed Enterprise Products for the term of this ELA, but Licensee will not be able to Deploy retired Enterprise Products. 5.0 ---- -- I A[! A I ENA C ELA Maintenance is included with the ELA Fee. ELA Maintenance includes standard maintenance benefits specified in either (i) the most current applicable Esri US Software Maintenance Program document (found at http: / /www.esri.com /legal) for US -based Licensees or (ii) the applicable Authorized Distributor software maintenance policy as modified by this Article 5.0 —ELA Maintenance. At Esri's sole discretion, Esri may make patches, hot fixes, or updates available for download. No Software other than the defined Enterprise Products will receive maintenance under this FLA. Licensee may acquire maintenance for other Software (non - Enterprise Products) outside this FLA. l`ler I Support Provided br Licensee 1. Licensee shall provide Tier I Support through the Tier 1 Help Desk to all Licensee's authorized users. 2. The Tier 1 Help Desk will use analysts fully trained in the Software they are supporting. ;I. At a minimum, Tier 1 Support will include those activities that assist the user in resolving how -to and operational questions as well as questions on installation and troubleshooting procedures. . Tier 1 Support analysts will be the initial points of contact for all questions and Incidents. Tier 1 Support analysts shall obtain a full description of each reported Incident and the system configuration from the user. This may include obtaining any customizations, code samples, or data involved in the Incident. The analyst may also use any other information and databases that may be developed to satisfactorily resolve Incidents. . If the Tier 1 Help Desk cannot resolve the Incident, an authorized Tier 1 Help Desk individual may contact Tier 2 Support. The Tier 1 Help Desk shall provide support in such a way as to minimize repeat calls and make solutions to problems available to Licensee. d. Tier 1 Help Desk individuals identified by Licensee are the only individuals authorized to contact Tier 2 Support. Licensee may revise named individuals by written notice. b. l`ler 2 Support Provided by Esri or Its Authorized Distributor 1. Tier 2 Support shall log the calls received from Tier 1 Help Desk individuals. 2. Tier 2 Support shall review all information collected by and received from Tier I Help Desk individuals including preliminary documented troubleshooting provided by Tier I Help Desk when Tier 2 Support is required. ;I. Tier 2 Support may request that Tier 1 Help Desk individuals provide verification of information, additional information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting performed by Tier I Help Desk. E215 -2 (Level 2) Page 4 of 6 10/16/2013 EXHIBIT 1 . Tier 2 Support shall attempt to resolve the shall be due and payable within Incidents submitted by Tier 1 Help Desk by thirty (30) calendar days of the anniversary date assisting Tier 1 Help Desk individuals. of the Effective Date, with the initial payment due within thirty (30) calendar days of execution 5. When the Incident is resolved, Tier 2 Support of this FLA. Esri's Federal ID Number is shall communicate the information to Tier 1 95- 2775 -732. Help Desk individuals, and Tier 1 Help Desk shall disseminate the resolution to the user. b. Upon receipt of the initial Ordering Document from Licensee, Esri shall authorize download of the Enterprise Products to Licensee for its 0— ENDORSE N f AND U 10' N Deployment activities. If requested, Esri will ship backup media to the ship -to address This ELA shall not be construed or interpreted as an identified on the Order, FOB Destination, with exclusive dealings agreement or Licensee's endorsement shipping charges prepaid. For those entities that of Esri or its Authorized Distributor. Licensee agrees that avoid sales tax by downloading deliverables, Esri and its Authorized Distributor may publicize the request for delivery or receipt of tangible media existence of this ELA upon execution. may cause license fees to be subject to taxes. Licensee acknowledges that should such taxes become due, Esri has a right to invoice, and `j 0—AD 1Nts,rR f"1 E REQUIREMEN'rs Licensee agrees to pay any such sales or use tax associated with its receipt of tangible media. 7.1 OEM Licenses. Under Esri's OEM or Solution OEM c. Esri shall provide Authorization Codes to programs, OEM partners are authorized to embed or activate the nondestructive copy protection bundle portions of Esri Products and Services with program that enables the Enterprise Products to their application or service. OEM partners' business operate. model, licensing terms and conditions, and pricing are independent of this FLA. Licensee shall not seek di Licensee shall Deploy, install, configure, and any discount from the OEM partner or Esri based on track the Deployment status of the Enterprise the availability of Enterprise Products under this Products. FLA. Licensee shall not decouple Esri Products or Services from the OEM partners' application or 8.2 Order Requirements service. a. All orders pertaining to this ELA shall be 7.2 Annual Report of Deployments. At each processed through Licensee's centralized point of anniversary date and ninety (90) calendar days prior contact. to the expiration date of this ELA, Licensee shall provide a written report detailing all Deployments to b. The following information shall be included in either (a) Esri if Licensee is located in the US or each Order (or Ordering Document): (b) Authorized Distributor if Licensee is located outside the US. The report will be subject to audit. 1. Licensee name; Esri customer number, if known; and bill -to and ship -to addresses 7.3 Renewal. Any follow -on ELA will be offered in 2. Order number accordance with then - current ELA pricing and 3. Applicable annual payment due license terms and conditions. 4. On the face page of Order (or Ordering Document), a reference to this ELA and the following statement: "THIS ORDER IS 8.0—ORDERING, AD 1Nts'rR nw GOVERNED BY THE TERMS AND PROCEDURES, l EJAV a g D CONDITIONS OF THE ESRI SMALL DEP OYMEN,.f, UTILITY ELA, AND ADDITIONAL TERMS AND CONDITIONS IN THE ORDER WILL NOT APPLY." 8.1 Orders, Delivery, and Deployment a. Licensee shall issue an Ordering Document upon execution of this ELA and annually thereafter in accordance with the ELA Quotation. Payment E215 -2 (Level 2) Page 5 of 6 10/16/2013 EXHIBIT 1 9.0—MERGERS, A QUis rION g OR Licensee shall notify Esri and, if applicable, its Authorized Distributor in writing in the event of (i) a consolidation, merger, or reorganization of Licensee with or into another corporation or entity; (ii) Licensee's acquisition of another entity; or (iii) a transfer or sale of all or part of Licensee's organization (hereinafter subsections i, ii, and iii collectively referred to as "Ownership Change "). There will be no decrease in the ELA Fee as a result of any Ownership Change. .1 If an Ownership Change increases the cumulative meter or customer count beyond the maximum level for this existing ELA, Esri and, if applicable, its Authorized Distributor reserve the right to increase the ELA Fee to the next higher ELA Fee level that applies to the new cumulative meter or customer count. In the event the Ownership Change increases the cumulative meter or customer count beyond the limits of this ELA, Esri and, if applicable, its Authorized Distributor have the option to terminate this ELA and the parties will negotiate a different agreement. .2 If an Ownership Change results in transfer or sale of a portion of Licensee's organization, that portion of Licensee's organization shall uninstall, remove, and destroy or transfer the Enterprise Products to Licensee. .3 This ELA may not be assigned to a successor entity as a result of an Ownership Change unless approved by Esri and, if applicable, its Authorized Distributor in writing in advance. If the assignment to the new entity is not approved, Licensee shall require any successor entity to uninstall, remove, and destroy the Enterprise Products, and this ELA will terminate upon such Ownership Change. 10.1 Training Description. Esri offers instructor -led training related to the use of its proprietary GIS software. Esri will provide to Licensee a fixed number of training days to use for Instructor -Led Training, as defined in this Small Enterprise Training Package, if purchased. Instructor -Led Training events occur at an Esri Learning Center or via the web in a cloud environment. The Esri software training course(s) to be conducted, location, schedule dates, and registration requirements are set forth in the Esri Training catalog located on Esri's Training website (http: / /trainin�4.esri.com). All courses are conducted in substantial conformity with course descriptions outlined on the Esri Training website. Esri reserves the right to modify course content when necessary due to software technical capabilities or limitations. 10.2 Unique Terms for the Small Enterprise Training Package a. To order training, Licensee must include training in the Ordering Document for the ELA or provide an Ordering Document as required and specified within the ELA that matches the Esri quotation. bn Where Licensee submits an additional Ordering Document to purchase training days for additional year(s), any unused training days will automatically roll over. c. An Ordering Document is required annually for each three (3) -year term. Failure to submit an annual Ordering Document will result in the forfeit of unused training days. di Licensee must assign an individual within its organization to the role of Training Administrator to serve as liaison between Licensee's organization and Esri as well as internally manage and authorize allocated training days. c. The training days are available for a period of twelve (12) months, commencing on the Effective Date, and ending when all training days are consumed, whichever is sooner. f. Esri will invoice for outstanding training expenses where applicable. g. Training days are not transferable and not refundable for any other Esri Products or services. E215 -2 (Level 2) Page 6 of 6 10/16/2013 41 EXHIBIT 2 Gesru SOLE SOURCE LETI'FA 1.'nvironmenul Systems Research Institute, Inc. (Esri) 380 New York Strect Redlands, CA 92373 E-niail: % ,i r ick s 4e esrixom DATE � Duccm bo- 11, 201 TO., 10 WhOM It MaN Corteet'll RE: I'SI-i SOIC SMJI-CC .JLJSI[jfi1Cai1oii kv Geo,,1raphic Ird'Ormatiort Svs1emI Sof(\?kare I hip letter corihirms that L',sri, 11S Owtlel° al'Id is the "(de-som-ce provider o1'sof1ware niaijilegagee O,Cchri,lcraj Support plus Fsri sofixvare Itp(LitesAqigt-ades) I'or 1,1sri products, kri is the sole-SOUIVC IN'OVidcr ol'the fAlm\ lig" I'l,"I"i prodklos iti the Cota merclai. mid local ,overrmicm natal elplace: A re G IS fOr Avialicm Rumile A reG IS Iot Deskiop Advaj)ced A r c 6 1:-), f0t- Deski(q) Stai-Idard A rc G'I S filA, Maritlrtw: ilathyii-ielry Ruridic • A rc (I Il S I-Or Mantirtie: Charlitip Rulidle • Aj-(AdS f(Ir S'erveratul exterisk,mis • ArcGIS, 0jilffle (excludit-try (kiUi om-ted I.-)\ party providers) • ArcGIS RumMIc artd kxtejisiort�, • Cera"111 Ha'N'titlu C001'ses • 111sirl Busirtess Aiiak'st Oiflli-lc • I'm-] Coe tjrjkmity Atialysl • I'sit-i BusiIiess Amd vst, 1),erver • 1 st-1 Deferlse Mappijig Butidic • 11,.,rl Developer Network (I-A)N) suhscrl pt,k)IIS • kri M,q,)S1udW • FS1.1 IN1,,Ips Products • I11sri Roads atid I ojiv ate • Portal & I Iosted Portal I c) r A re G I S 111 111 0TON 10 SUI)INW1 diversity iri Jc,deraf comraclill"', I'sn has al.rthorlzed cerlaki siiIall emd/or disadvaiitaged compames (see GSA Advaiitage! I"Or daails) as resefler�-,, of Esri produas to chgi[fle entities Ixirchasliig Lmdu ar GSA Schedifle, tricludirto the 1,611ovvifI12 producl� otherwise viv,,-,ulable orfly , from 1-,St : • ArcGIS fOr Avialiori Ihimlle • Aj,-c(;IS for Desklop Adkaji-CC-d • Arc GdS I'k � t- De�,,kiop Su.,mdard • ArcGIS kv 11%4aritiiiw: Bathymetry Rmiklle • A rcG I S I'()v Maritime: Chartirig 13midle • At c(-,i IS I'Or Server atid emeiisioiis * Certaiti I'Isri 11[istructor-led Inalt611,11, * 1' err Busitiess Amflyst. "ierver * 1"ST-1 DCf crise maoollhl 0 f,"st-I Productio)i Mappitig L'st-1 d I mri bill Cs Certairl "offivare I icellses, excluding thave fivted above, t hroulgh opei i-ii mrket �al kte-added resell is 'flid distributors, I fyou have ['t) rther querj,j()jjs, plea sc cotitact 1-1 le at 900 - 793 -28 5 3, cmeilsit m I .- [ 990. JqC e icks . . . . ...... L",, 11 %201 i EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD February 10, 2014 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 closed meeting on Monday, February 10, 2014 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, Phil Gallivan, Leonard Herring and Lilia Bynum Absent: Barbara Russell Ex Officio Members: Howard Martin, ACM Utilities, George Campbell City Manager OPEN MEETING: CONSENT AGENDA: 6. Consider recommending approval for the purchase of the triennially renewable license agreement entitled, "The Esri Small Utility Enterprise License Agreement (ELA)" for the ArcGIS software Suite. This software suite is utilized by Denton Municipal Electric (DME) staff for its core operations of Geographic Information System (GIS), from Esri Inc., Redlands, California. In accordance with Section 252.022(a) (7) of the Texas Local Government Code, such purchases are exempt from the requirements of competitive procurement (File No. 5466 - awarded to Esri Inc. in an amount not -to- exceed $75,000). Motion was made to approve item 6 by Board Member Cheek with the second by Board Member Bynum. The vote was 6 -0 approved. Adjournment 10:56 a.m. ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF A THREE (3) YEAR AGREEMENT FOR THE ESRI SMALL UTILITY ENTERPRISE LICENSE AGREEMENT (ELA) FOR ARCGIS SOFTWARE SUITE UTILIZED BY DENTON MUNICIPAL ELECTRIC WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5466 AWARDED TO ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) IN THE NOT -TO- EXCEED AMOUNT OF $75,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as 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 5466 Environmental Systems Research Institute, Inc. $75,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5466 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 , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: File 5466 *114 : I 1 :1 k I&I kutillirized Di'driblitur/1" -sri lieu EN-111,111PRISE LICENSL AGREEMENT Oesr*i Cum, SN1m.1,Uvlj.rj-v p01-1 L'srj Agrecmem ,,, 20149—U—E-1289 Esri, 380 New Yc)rk St., Redlands CA 92373-8100 USA , TEL 909-7911-2853 • FAX 909-793-5953 Yhis Small F,11terprise I_iCelr)Sc Agreement ("FLA") is b� and behNeen the organization listed on the signature page ("Licensee") Enviromnental Systems Research Institute. lite.. (-F, I lsl'i"); end, il"Licensee is looated outside the United Stale-, of America (1,;S), the Authorized Disiributor listed on the sax mature page ("Authorized Distributor"), Authorized Distributor is authorized b ' v Esri io provide access to Online Services and prop ide ELLN \ej-,jjlitenance for Enterprise Products and other benefits, as described 110-Cill, tea LiCel)SCC 10C,iled 01.11side the tl's. Fhis E sets 615111 the terms f'Or Licensee's 11- OfFllle,'Prlsc Products and incorporoles by reference (i) the I'LA Quotation and (ii) tile License Agreement. Should there he any conflict between the terms and conditions Of the CIOCLIRIC'nl[s that comprise this EL: , the orderol"Precedence I'or the doCL1l1)CljtS Shall be as f6llm": (i) Small Enterprise License Ageement, (ii) t I lie Licei 'ise Agreement, and (iii) the EL.A Quotation, The modifications and "additional ri-,'his granted in this ]:.-Lf� apply 0111v to the Enterprise ProcILICtS listed in Table A, T'lhic A List of, Enterprise Prmhjcl,� Unlimited Quantities Desktop Sciftware anal J,'xtejlsj()jjs ArcGIS for Desktop Advanced ArcGIS for Desktop Standard ArcGIS lbi, Desktop Basic ArcGIS for Desktop EMensions: ' krcGIS 3D Analvst, ArKAS Spatial Analyst, ArcGIS Geosiatistical AnTlIVS1, ArcGIS Publisher, ArcGIS' Nemork Analyst. ArcGIS Schematics, ArcGIS \Vorkflo\N, Manaoer, ArcGIS Dam Revie\Wr Sell-ver Softwitre and Extensions ArcGIS for Server W'ork,,roup and Emerprise (Advanced, Standard, and Basic) ArcGII, for Server Extensions: ArcGIS 31) Analyst, ArcGIS Spatial Analyst, Arc(31S Geostatistical Analyst- ArQGIS Nemork Analyst, ArcGIS Schematics, Arc K . IS Workilovs Manager, ArcGIS Inia,,c i)eveloper 'roois ArcGIS I"noine ArcGIS [�llelille Extensions: ArcGIS 31) Arialvst, ArcGIS Spatial Analyst, ArcGIS Geoclatabase (Jpdare, ArcGIS Network Analyst, ArcGIS Schematics ArcGIS RLMtillle Standard AreGIS Runtime Standard Fxtensk)ns: ArcGIS 3D Ana al , G vst, ArclS Spa An tial alvit, ArcGIS NeiNvork Anal", lJ [n ited-9-11,:111tifie's A1111tial Subscription w [sri Developer Nett ork (FDN) Standard* OM: ( I ) Lsri CitylEngine Ad anted Single L-,:se License One (.I ) Lira City FnT-'Me AdVal1CCd COTICUT-rem I.Jse License One ( I) ArcGIS Online Subscription* 001ej- Ilk"mAils One ( I) ArcGIS Online SUbSCFil)[i(ffl tsijjj SpeCifiled bal-111d trsers and credits as determined in the Level 2 prograM do cription N'uniber of Esri International tiser ('(TFCT-Crce Rel-listrations provided annually 2 . . ........ "`umber of icr I I lelp Desk Individuals authorized to call F-sri 3 -NIkIXill"11,1111 Miniber ofsets ofbackUp media, if reqUested" 2 Seats in the Working; �vith Geometric Networks 1,61, utilities class Virlual..Campus Annual User Liccnse 7,500 Five percent diS•OLH-lt Oil all individual commercially available instructor-led training classes at F.Isri facilities pLiFellaSCd outside this oreemem (DiSCOUT-lt d0CS IWL Ipply to Simall Lllterprisv Trainm-o Packaue.) *ELA Maintenance is not provided fcl- jjjese items, "Additional sets of backLIP media maN be PUTT-CIMSed I-or as lee. I W 16 �20 13 *114 : I 1 :11111&1 Licensee may accept this E'LA hit signing, slid 1'etUrTlill" it with an Ordering 1 11 11�1 . DOck"llent that matches the ELA QLAOtat 0 and references ibis 11,1A, ADDITIONAL OR CONI, LICTING TERVIS IN' LIC ' 'ENSEL'S ORDERING DOCUNIENT WILL NoT APPLY, AND THE TERNIS OF TFIVS FLA WILL GOVERN. (,'nless other\rlse IllUtUalk' 'agreed 10, this ELA is effective as of tile date of the last Signature oil the signature 1-,)age (Tffectiwc Date"), oi- it' no date is provided with the si-nature, tile date of Lsri's receipt ol'Licensee's Orderiny Document incorporalin,­ this ELA by ref-erence. I his ELA supersedes all,, previous agreements, proposals, Presentations, Llilderstandings, and arrammirients betweel, the parties relating to tile licens 0 2� pse , ill PrOdUCIS. F.Wept as provided in Article 4 Enteq-,)risc Product Updates, any modifications or amendments to this FLA must be ill writim, and signed by an authorized representative of e- party. This FL -1 may be executed in duplicate by the parties. -fill executed separate signatUre INI-Qe tFallSillitled IIII-01,11111 CIWT-olliC Z, moans, such as fax or e-mail, is valid and binding even if an ori<rinal paper doe-LIM011t bcarfng etach 1)1111 S original Sig1latUre is not delivered, Accepted and Agreed Z� CITY OF DENTON (Licensee) By: Authorized Si,,riature Printed Nanie: , Title: Dale: E N N! I R 0 N.M ENTA L S Y RESEAR(Al INSTI'111T,ILNC. (E s r i ) I di \ By: Authorized Si(_,l janire G Printed Naille: Rebecca Tanouye riile: Customer Service Map�jqe, Date: 2/19/2014 I � I C i, CON'I'V1, F I NFO It N I A HON Contact: Address: cil , State, Postal ode. Country: I"LA Quotation Mimber (il'applicable): -1 elephone: Fax: l6 IN W2013, *114 : I 1 :1 k I&I I M —ADDITION At, D111. I N 1,11,10\S In addition to the definitions provided in the License Agreement, the following definitions apply to this ELA Deplo ' y" weans to redistribute and install the Enterprise Product- and related Atithorization Codes within Licensee's organization(s). "ELA Maintenance" meallsTier 2 Support, updates, and patches provided by Bri or its ALIthorized DistribLitor to Licensee fCn'tlle Enterprise Products. "ELA Quotation" means [lie Small Lnlerprisc License Agreement offer ICItCl- alld C11,10tati011 form provided separately by Esri or its Authorized Dls,trihkrlor lo Licensee, "ELA Fce" means the fee set lorth ill tile El-A Quotation. "Llilleirprise Products" Illealls the Products identified ill 'ruble X- List of Enterprise Products alld any updates to such list provided in writin- b� Bri or its Authorized Distributor. "Incident" means a failure Ol'the SOflkEaT-C to Operate according to the DoCUMCFALIti011 Where such failure Substantially impacts operational or functional performance. "License Agreemenil" means the applicable license zi,preemem incorporated by lhis reference that is ( if lbund at hup: mN lo�,il, comprised of'thc General License ferias and Conditions (E204) and Exhibit 1, Scope oftJsc (L300): and available in tile utslallation process requirim, acceptance by electi-cmic ackilmvIedonleill or (.il) a sinned license a,,,reenient between Fsri. DisaribUtOr (if appl leable), and Licensee that supersedes such electronic slit acknowledoed license a,,I reement. "Technical Support" means as process to attempt to resolve repotted incidents throuoh error correctiom patches; hot fixes: ,vorklaromids; replacement deliveries; or any other type ofFilterill-ke Product corrections or lllodillc,ulons, "'Fier I Flelp Desk" means Licensee's point of contact from which all Tier I Support will be gw en to Licensee "'Her I Support" means the Technical Support provided [IV the Tier I I lelp Desk as the Primary Contact to Licensee in attempted resolution off-eported lncidellls- "'Fier 2 Support" means the Fechnical Support provided by Esri or its Authorized DiShIbUlOr t tile 'tier I I felp Desk when the Incident cannot be resolved thl-01,11I 111 TiCT I Support. Lieensees located i n Ole IS wi I I receive Tier 2 Support from Esri. Licensees owls de tile U'S will receive 'I ler 2 Support from an Authorized Distributor located ill the Licensee's region. 2,0— AD 1) H H YN \ 1. ( W' R, I ( W L K F N SJ - - I Grant of j License. SLtbCCt tO the tCJ 111S Irld conditions of this FLAt 1.1sri grants to Licensee a pCI-Soull, llorleXCILISiVe, norm-rinsferable Term License solely u) use, copy. and Deploy quantities of' tile Enterprise Products listed in Table A for the term provided in Section 3 . 1 — lean t i t lot- NOich tile applicable license fees have been paid and iii) in accordance with the L,icense A-T-eenienL ant Access. Esri grants Licensee tile riollt to Consult, permit Licensee's consultants or contractors to use the Enterprise Products exclusively for Licensee's henel'it. Licciisce shall be solel% responsible for compliance by cousultants and contractors with this FLA and shad ensure that [lie consultant or colitracmi, discontinues Product Use UpOrl COMpleti011 ofworf k.,r Licensee, Access to or use of Products by Coll ski I tallts 01, coil t ract ors not C\cIllsively for Licensee's benefit is prohihiled. Licensee may not permit its N,:orimillants or Contractors to install Software or Data on COuSUItN111t, C011traClOr, 01" tIllrd- party computers or remove Solfwarc or Data from Customer locaiions, except lor the purpose of hosting the Software or Data oil Contractor Servers tor the belief t of, Licell'-W'e, 10-- 1 F R, \L T 11"101 IN x F IN ONI, \ N D IAPIP k I MN ,t,1 Terin. File term ofthis 1� , LA and all licenses hereunder shall commence on the Lffective Date and continue for three (3) years. Linless this F'l,A is terminated earlier as provided herein. Licensee is only authorized to use Dcpluycd I-Interprise products- during the term of this EL.A. No indefinite terra or perpetual license grants are provided with this F"LA, -3,2 No Use upon 11.,'xpirallion or Termination. All DCJ)10yCd ElltCl-j)riSC PrOdUO IiUCIISCS alld all 1"'l-A Mainten,mcc, \ irmal Campus access, and t1wr Conference RU,mstratmns terminole on expiration or terillination *114 : I 1 :1 k Mi 3.3 Termination for Lack of Fu nds. For government or r 1 'eta p I I oll P roN i d ci I ha I i(TI INO ll --overnnicrit-owned entities oalti, either part} Illav tel-millate this ETA for Lack of Funds. Lack ofTLIMIS I. Licensee sliall pro-, jdc Tier I SUppol-1, UVOL11-111 is the inability of Licensee to Secure appropriation of" the I'ier I I lelp Desk to tall Licensee's authorized hands through the legislative or governing bodv's Z_ taxers, approval process for annual payments due. ELA Maintellance is included with the ELA 1-ce, FA-A tvlainteriance includes standard maintenance benef"Its specilled in citller 0 ) Ille 1-no-,;t current applicable Lsri LJS Software Maintenance Program dOCUMCM (found at FIN[): For Us—hased licensees 01- 00 [lie applicable AL111101-iZed Distributor sofwaro maintenance policy as modified by this Article 5M LL A, Maintenance, At Esri's sole discretion, 1,,sri ma.) nilikc patches, hot Fi.\es, or updates mailal-le for (io"ilload. No SOffi6 81-c other thall the defined Lilterprise Products will receive rnaintellaTICC Under ibis I..."L.A. Licensce may acquire maintenance R)r other Sofi66are (non-Enlerprise Produ(ts) oulsicie this ELA. 1, 1 ter _2 SUPPOH shall log, the (ills received born Tier I I Jell) Desk indiVidUa1S. Tier 2 Support shall review all hilbrination collected by and received from Tier I I lelp Desk individuals inclUding, preliminary Cl0CLJlnCatCd tr(Albleshootino pro� ided by 1 jet- t Hell) Desk s -6 hen Tier 2 Support is required, Tier _2 SUppOrt lllaV reClUeSt that Tier I I lelp Desk individuals provide verification of' information, additional information. or alls,"vers to additional LILICStiOlIS to Sapplernellt art\, preliminary inlorination _jatherlilt or trOUbleshooting, performed by Fier I I felp Desk, 21 Pna:o 4 w,6 10 /16,,7{ 1 , 2i Thc Tier I Help Desk %,%ill LlSe dntlyStS fLI11V trailled in Ow softxarc they are supportim—Y. 4.0 _$, At a millinluill, I ier I Support inClUde thOSe -k I F"Iture Updates, E`,sri and its Authorized Distributor acli%,ities, Illat assist the user in resolving how-to reserve the right to update the I isl of Fnterprisc alld Operational questions as well as questions Oil Products in ']'able A by providing written notice to installation and IT-OlAbleshooting, procedures, Licensee. Licensee May COMITILIC to use all Enterprise Products that [lave been Deployed, blit SUP1101-1, and -L Tier I Support ailalltst, 6011 be the initial points UJMIV , adeS for deleted items rnav not be available. As OfCOMWl lOr all qLICStiOnS and Incidents. Tier 1 new Enterprise Products are incorporated into the SLII)I)01=t arlflvStS slizill obtain as full description of' standard program, thc will be offered to Licensee each reported Incident and the sysicill via written notice foe` incorporation jilt() Ill(., coni-121kirdlion from the user. This may include enterprise ProdUCtS SCIledtile al no additional charge" obtaining any cusloinizations, code samples, or Licensee's use of new or updated Eriterprise ProdUcts data involved in the incident. The analvst ma\ require,; Licensee to adhere to ill , Iii icable additional also use ally other int6rmation and data 'bases 'that or revised terms and conditions of the License ma\, be developed to qitisl"actorily resolve Agreement. Incidents, I.t ProdUct Life O'Cie, During the lerin ofthis ELL, I fle I ieT, I -esolvc the I lelp Desk cannot i some lilterprise Products mav be retired or mav no Incident, all ttuthorar.ed I I lelp Desk longer be available for unlimited c11.lantitv Individual illm contact Tier 2 Support. 'File Deployment, [,-[..A -Mainlenance shall be subject to Fier I Help Desk shall prOVidC SUI)POrt ill SLICh a the individual ProdLid Life CCFC SLIpport J'JattlS alld \tia\, as to Illinimize repeal calls and make PrOdUCt Life CVcle Support Policy. which call be solutions to problems available to Licensee. 17OLInd at lit pn)d tic l- 1 i f I 1,01- I'llierprBe Products ti. Tier I I lelp Desk lndi iduals identified by in the mature and retired phases nim, not be wailablc� LiCeFISCO are [Ile illdiVidLlalS authorized to however, Licensee may continue to use Deployed COMJCt hff 2 StIppoll t"icellsee slay revise Lnterl-uise Products ('or the term ofth is E I-A, but : named individwals b% wItten Poticc. Licensee t\,ill not be able to f)cplo%l retired Enterprise Products, "mpporl Pro" 04"d b." V,ri or It, �udmri?ed ELA Maintellance is included with the ELA 1-ce, FA-A tvlainteriance includes standard maintenance benef"Its specilled in citller 0 ) Ille 1-no-,;t current applicable Lsri LJS Software Maintenance Program dOCUMCM (found at FIN[): For Us—hased licensees 01- 00 [lie applicable AL111101-iZed Distributor sofwaro maintenance policy as modified by this Article 5M LL A, Maintenance, At Esri's sole discretion, 1,,sri ma.) nilikc patches, hot Fi.\es, or updates mailal-le for (io"ilload. No SOffi6 81-c other thall the defined Lilterprise Products will receive rnaintellaTICC Under ibis I..."L.A. Licensce may acquire maintenance R)r other Sofi66are (non-Enlerprise Produ(ts) oulsicie this ELA. 1, 1 ter _2 SUPPOH shall log, the (ills received born Tier I I Jell) Desk indiVidUa1S. Tier 2 Support shall review all hilbrination collected by and received from Tier I I lelp Desk individuals inclUding, preliminary Cl0CLJlnCatCd tr(Albleshootino pro� ided by 1 jet- t Hell) Desk s -6 hen Tier 2 Support is required, Tier _2 SUppOrt lllaV reClUeSt that Tier I I lelp Desk individuals provide verification of' information, additional information. or alls,"vers to additional LILICStiOlIS to Sapplernellt art\, preliminary inlorination _jatherlilt or trOUbleshooting, performed by Fier I I felp Desk, 21 Pna:o 4 w,6 10 /16,,7{ 1 , *114 : I 1 :1 k I&I 4. Tier 2 Support shall attempt to resolve the shall be (file and Fa,,able %Othiii ' I ncidents submitted by 4 ier I Help Desk b,, I thirty (30) calendar days of the anniversary date assisting Tier I Help Desk indiVi(JLMIS. ofthe Effective Dale, Nvith the initial paynient due within thirty (30) calendar days ofexeculion 5. When the Incident is resolved, Fier 2 Support ofthis ELA. 1---'sri's Federal 11) Number is shall Communicate the information to 'I ier 1 95-277� -7 32, ]-tell) Desk individuals, and Tier I Help Desk shall disseminate Ile resolution M the LISCI•. i. Ul.-)on receipt offlie initial Ordering Document from Licensee, F`sri shall authorize download of the I:, , 6o merprise Products to Licensee r its ''.NDORS"VIE ENT AND PIUBLICTUN Deployment activities, Ifirecluested. E'sri will ship backup media to (lie ship-to address This FLA shall not be construed or interpreted as an identified on the Orcici% FOR Destinatioii, vVirl, eXCILlSiVC dealiffi—Is a(�,,reement or I.Jecrisee's endorsement shipping, charges prepaid. For those entities that o Tsri oi I - its AlAthoriZed Dktribulor. Licensee agrees that avoid sales ta-, bv downloadim, , deliverables, Lsri and its Authorized Distribl,1101- relay publicize the request rear deliver%, or receipt of tangible media existence cif this ELA 011011 CXCC111n0lL rim , v cause license fees to be subject to taxes. Ficensee acknowledaes dial should sLICII laXeS become du , Esri has a right to invoice, and V, REQVIR1,1111,"N FS Licensee agrees to paw any such sales or use tax associaied k\ilh its receipt of tarigible media. I 0EN1 Licenses, Under Lsrl's OEM Or SOILIti011 Of-A1 programs, OEM partners al-C authorized to embed 01, I CI [� sri shall pro\ ide AL1114,11-iZatioll CotleS to bundle portions ofEsri Products and Services with activate the nondestructive copy protection their application or service, OEm partners' bUSnlQSS program that enables the Enterprise Products to model, licensing terms and conditions, and pricing operatc. are independent of this ELA. I Jeensee shall not seek d. Licensee shall DeplOV, hIStall, COnfiLlUre, and am, discount ire the OFA'I partner or I-sri based on track the Deplo% Ment stratus of the linterprise the availability of'Enterprise ProduCtS Under this Products, ELA, Licensee shall not decouple Fsri Products or Services firorn the 01.,'k] pal-Iners, application or U Order Requirements service. :i, ,All orders perlaining to this FLA shall be Annual Reporl of Deployments. ,\I eacil Processed throu"ll Licensee's centralized point of anniversary dale and ninct4 (90) calendar days prior Contact. to file expiration date col"dais i Lid, Licensee shall provide a written report detailino all Deployments to It, The f6llownig inlormalion shall be included in either (a) Esri irLicensee is located ill the US or cach Order (or Ordering Document): (b) AUthorized Distributor if licensee is located outside the LIS. The report %ill be subJect to audit. k. I JCellSee r1arnC: I-ST-i CHStolllel' 111.1mber, it' known: and hill-w and ship-to addresses "7,3 Renewal. ,%ny fol lokv on FLA Nv i I I be offered ill Order number accordance will) thC11-CUITC111 I'll.,.,,\ pricing and 3. Applicable annual pl-IyTllenl due license terms and conditions, ()it the face pace of'(1)rder (or Ordering Document), a reference to this FI ./\ and the following slaternem: " I'l IIS ORDER IS 8.0- _ORDEIRINJ�'., AWMINISTRA.-I INIJ, GOVI"RNED BY I lit' TERA1S AND k\D CON D I FK I )NS (-)I-' TH[--' ESRI SMALL I-1-1111 Y ELA, AND .\DDITIONAL JTRIVIS' AND CONDITIONS IN' THF, 8, I Orders, Delliverv, mid DeploYment ORDER WILL NO'l : -MTLY " :L Licensee shall issue an Orderim, DOCUMCIA L111011 execution ofthis FLA and animally thereafter in accordance willi the L,1LA Ouolation, Pa%ment I '2t5-2 ( I C\ cl 2 ) J,Lt�Q �; ol,h Ifsr1 13 *114 : I 1 :1 k I&I 9A... N1ER(4'E RS, A('Q1 D I VES11T IT F'� Licensee shall notify Esd and. it'applicable, its Authorized Etisuibutor in writing in the event of (i) as consolidatbri, merger, or morgarlisliOn of Licensee i0h or into MWMU emptualion or eWhy: (ii) Licensees acquisition of mother entity: or (50 a transRx or sale of all or pan of I-Wensec's orgatlizzlion (hereinalIer subsections i, I and iii collectlely referred to as "Ovvnership Change "). There will be no decrease in the 1--A-A Fee as a reSUI1 Ofmly OWnel-Ship (-'llange. at,I Wan Ownership Change inCreaSUS the CUTTILdative meter car custonacr ecsunt beyond the jilaxanuin level for this existing FLA. Fsri and. if applicable, its Authodzed DistriNwor reserve We riglo to increase the FLA Ile to Me next higher ELA Fee level that applies to the nevv CUMUlative meter 01' CUStOrnel' count. In the event the Ownership Change increases the cumulative meter or CUStOlner count beyond the hinils of this ELA, I-sri and, il'applicable. its AwhoHzed 1016bulor have the option to tennis ate dais ELA mW Ow pud, will ugotiaw a different agreemem. 9.2 11'an 0%vnership Change results in Irm"Ir or sale of' a pot-thon of Licensee's organization, that porti()n (of, Licensee's orgmNalkil Muill wlinstal rmlo%v mid destroy or transfer the Fnierprise Products to 13 Ill ELA may not be assigned W a successor entity as as result of an OvviierYp Change unless approved by FsH an? if ITlicable, its Authorized DisVibitior in %wi6ng in advance. If be asdgwmerlt to we new ellfity is 1101 approved, Licensee shall require any SUCCCSSOF entity to uninstall, reprove, and destroy the Enterprise Products, and this vvill terjjjjljtjte Upon such 0%vnership Change. I ILK-AAA.1 S ING I If Tminhg t1escripdon. Fsri offers inmruewr-led trailling related to the use cd'hs pinopidelawy CilS soffivare, ].--.'sri vvill provide to Licensee a fixed number of training, days to Use 161' Instructor -Led TmMQ as defined in this Bull Enterprise Frairiini, Package, il,purchased. lilsiruelor-Led TMWW9 even(s mew at an EA Lcunirig Center or via the vveh ill as clokid elivironinent, The Fsri SoftvVare trOilliII2 , COLH-SC(S) to be conducted, location, schedule dates, and regjFtration requirements are set fbi"th ill tile 1,1o1j otg catalog Nwated on 11sh's TrAlng webAc Qltito: All COUrses are conducted in submandal conKnily vvil ecAuse descHpdons outlined m the Fsri 1 r hving webske. EsH reserves We right to nKWHI cou"e wnwm "herl necessary due to soRware technical capabilhies or limitations. 112 IVNue Tmmis hir Me SmaU EMerpiniw UMniinig, Package a. 1b corclu lArling Lkerow nmm include VAN, in the OMeNg Doetmwrn % die ELA LW provide an Ordering Document as required and Wed Ed "thin the FLA that rimteks Me EW quoladon. 1 A,rj,cre Licensee submits an addilJorial Ckderkg Document tO PLUMhase winhig days Or additional yCar(S), allg UllUSCd training days will auloin- alicallt roll over, C An CkderhT Dmumunt is required ammally Or- each tree (3)-year term. FaGre to submit all annual Ordering Do"meni will restlt in Me fOrldt 01'UHUSed training day s. d. Licensee nium assign an individual Nvilhin its OTHrlizal On to Me role of Trainmig Adminisirmor to serve as Raison between Liccnsee'S organi7ation ind Fsri as well as inornaHy inanage and authorize allocated ua&hg day's.. o". he training days are available IN- as period of twelve (1 ) nionths, coninielicing oil the Effeelke Dale, and ending \,flieri rill training dm s are consurne(t whichever is sooner. 11 Esil "AI h•oice Rw otutswirldi ng tral n i n g, expenses where apphcable. x Trahirig dyi are rim Amsfunible and not rell-thble Liar wV oteribri Products or sel-Oces. ITMOH 002� NgMO WAH ANA 1 International Ct Broomfiei'd, CO 80021 Phone: (•09) 793-2853 Fax: (303) 449-8830 DUN$ Number: 06-313-4175 CAGE Codei OAMS3 IN NIAWWW" *114 : I 1 :1 k I&I Material Q Qty Description U Unit Price T Total 114761 1 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 2 25,000.00 2 25,000.00 Agreement - Year 1 114761 1 1 Meter Counts of 10,001 to 50.000 Small Utility Term Enterprise License 2 25,000,00 2 25,000.00 Agreement - Year 2 114761 1 1 Meter Counts of 10,001 to 50,000 Small Utility Term Enterprise License 2 25,000.00 2 25M0,00 Agreement - Year 3 Item Total: 7 75,000.00 Subtotal: 7 75,000.00 Sales Tax: 0 0.00 Estimated Shipping & Handling(2 Day Delivery) : 0 0.00 Contract Pricing Adjust: 0 0.00 Total: $ $75,000.00 Please Indicate all your purchase order it this purchase us funded through the American Recovery and Remvestment Act and whether Eon is a Prinie Recip.unr, Fub-W�piei-It, Or Vendor rot roportiFig purposes Esrt may charge a tea to cover expenses related to any custcater requirement to use a specific vendor mariagement, procureirrelit or invoice program For questions contact: Ralph Anhold Email: ranhold@e5ri,cram Phone: (909) 793-2853 x8227 Acceptance of this quotation is limited to the Esn License Agreement and the Qualation'Terms and Conditions This Quotation is made in confidence for your review, It may not be disclosed to third parties, except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 ANHOLDR This offer is limited to the terms and conditions incorporated and attached herein. Broomfield, CO 80021 Phonie: (909) 793-2853 Fax: (303) 449�8830 DUNS Number: 06-31341176 CAGE Code: OAMS3 this quotation to your purchase order. Quote is valid from- 0110812014 To: 0410812014 Date: January 8, 2014 Customer # 6835 Contract # BY SIGNING BELOW YOU ARE INDICATING THAT YOU ARE AUTHORIZED m OBLIGATE FUNDS FOR YOUR ORGANIZATION, DO NOT USE THIS FORM FOR ORDER ACTIVATION /p YOUR ORGANIZATION WILL NOT HONOR AND PAY wwINVOICE THAT HAS BEEN ISSUED AT YOUR DIRECTION WITHOUT ADDITIONAL AUTHORIZING PAPERWORK. w you have made ANY alterations m the line items included m this quote and have chosen oo Sign the quote to indicate your accmptanc* "mu�mm s*�mwa/mmmvwmwimum*mm��moww,mrmmquommu*m�ep�u. You wu/me c*w�n�uuv your c"�pmw,aemmanomre**mmu�e if additional information /m required m complete your request. If your organization is a US Federal, a company that will not pay an invoice without having issued ~ formal purchase order, ° signed quotation will not oe accepted unless uisaccompanied by your purchase order. If you choose to discontinue your maintenance, you will become ineligible for maintenance benefits and services, All maintenance fees from the date or discontinuation will be due and payable if you decide to reactivate Your maintenance coverage at a later date. This quotation is subject to the terms set forth herein and the terms of your agreement with Esri, if any, or as otherwise provided by Esri's standard terms and conditions atvisvilvir.*a,/.co**/.o*/, which are incorporated ^r reference. Federal Government entities and prime contractors buying under GSA prmnome,mm are subject ,mes,rw Federal Supply Schedule so-3sp-noas*, Acceptance in limited tv terms w{ this quotation. ssr/ objects o*and expressly rejects any different :, additional terms contained xn any purchase order, offer u, confirmation sent mrmu* sent mrmmver ^o�rmao,m/w «uomm*^mammmmc*o above shall u*/mcv,wo��u into and m�p*�m any ov�herormmu/m^nm/agmememt�s*ru/^mEnrrmoonma�u^� m*u smm/o°w'twmiwo,oe�/cesanmm^|^�"ance. ' In order w* expedite processing, please reference the quotation number and upvlan applicable swm contract number(s) (�y �px �u�s�mmaux �s^ op�omvuu,u�~wmy�cumon� � ' ' ' By signing below, you are authorizing Esd to issue an invoice for the items included wthe above quote in the amount of: $ plus sales taxes xapplicable. (mote: Shipping costs are subject u`,,mnge.) p/*aaw check one oothe following: | agree to pay any applicable sales tax. I am tax exempt, please contact me if exempt information is not currently on file with Esri. Signature ev Authorized Representative Date Name (Please Print) Title The quotation information a "thoIrianxv:re express purpose of system selection and nwchasemca^se This mmimrwo may not bewva^moutside pahres or used for any other purpose without consent horn Enviroomcn:srl Systems Research Institute Inc (Esrr) Any estimalod sales andior use tax refp�leo on, INS quote ties been c:alculatea as of the date Of this quotation and is merely . provided as a convenience for your organlZaUiOn'S buddelar� purposes Esn Peserves the right to adjust and collect sales andhor use tax at the actual date of invoicing If your organization is tax exempt or pays siale tax directly, then Prior to invoicing, your organization must provide Esri with a cory of a current tax exemption ofidifiCare Issued by Your statia's i authority for the given jurisdiction Please indicate OA your purchase order ^ this fruirchase is funded through the A ni Reeo4ory and Rain,estment ACIr and Whether Esri is a Prime Reapicnt Sub revolpient,=Varied, fDr reporting pur�F_sr, irneur, procurement, or invoice program may charcie a too to Cover expenses related to any customer requirement to use a ;pecrfic vender manage For questions contact: RalphAnhoN Entail: Phone: (908 ) 793-2853 x8227 Acceptance of this quotation is limited to the Esri License Agreement and the Quotation Terms and Conditions This Quotation is made in confidence for your review, It may not be disclosed to third parties except as required by law. If sending remittance, please address to: Esri, File No. 54630, Los Angeles, Ca 90074-4630 ANHOLDR This offer is limited to the terms and conditions Incorporated and attached herein, Consent Agenda F AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Engineering Services CMIACM: Jon Fortune, Assistant City Manager SUBJECT Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas ( "City "), as Buyer, and Kevin Nelms and Richard Greb and wife, Nancy Greb (collectively the "Owner "); as Seller, to acquire (I) fee simple to a 7.628 acre tract; (11) fee simple to 3.326 acres; and (III) a drainage easement encumbering 0.196 acre, all lands located in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being generally located in the 2100 block of South Mayhill Road; for the purchase price of One Million Four Hundred Eighty One Thousand Five Hundred and Eighty Dollars and No Cents ($1,481,580.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "A ", authorizing the expenditure of funds therefor; and providing an effective date. (Parcel M137 —M138 Nelms —Greb Mayhill Road Widening and Improvements project and Municipal Landfill) BACKGROUND The City Council considered and approved offer(s), pursuant to Ordinance No. 2013 -170 (July 16, 2013) and Ordinance No. 2014 -012 (January 7, 2014), respectively, to purchase the bulk of the captioned land rights. The Owner has engaged in formal negotiation dialogue and counters with the captioned purchase amount, along with an agreement term inclusive of the purchase an additional 1.05 acre "Eastern Tract ", that tract being ostensibly orphaned as a result of the contemplated road project, as settlement of the matter. Approval of the ordinance under consideration authorizes staff to proceed to closing the purchase transaction with the property owner. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. PRIOR ACTION /REVIEW (Council, Boards, Commissions) Public Utilities Board June 24, 2013 (recommendation for approval of Offer to Purchase) City Council July 16, 2013 (Offer to Purchase Ordinance 2013 -170) City Council December 17, 2013 (Executive Session briefing) City Council January 7, 2014 (Final Offer to Purchase Ordinance 2014 -012) City Council February 18, 2014 (Executive Session briefing) Public Utilities Board February 24, 2014 (Executive Session briefing) FISCAL INFORMATION The 7.628 acre fee tract and the 0.196 acre drainage easement, both associated with the Mayhill Road Widening and Improvements project, are 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 ($1,134,743.00) The 2.151 acre Municipal Use Tract, the 0.125 acre Municipal Use Tract, and the 1.05 acre Eastern Tract (collectively 3.326 acres) are to be funded by Solid Waste capital project bonds allocated for real property purchases, as follows: • 660563585.1365.30100 • 660563595.1365.30100 • 660563596.1365.30100 $ 75,684.94 $ 22,714." $248,437 . 29 $ 346,837.00 Solid Waste The total purchase price being $1,481,580.00 plus closing costs, as prescribed in the Agreement. EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted: John T. Davis, P.E. Director, Engineering Services Prepared by: Paul Williamson Real Estate & Capital Support Manager Nelms & Greb o N Q Property Location 0 �o Ali CREEK � o Q o uj � Q Q HUDSON* D Q. C oR 0 DENTON REGIONAL o MEDICAL CENTER __j FLOWERS BAKERY O � Q Location Map EXHIBIT 1 attachment to AIS Nelms and Greb Parcel M137 & M138 Mayhill Road Widening and Improvements s:Alegal \our documents \ordinances \14 \nelms_greb ordinance jmdoc EXHIBIT 2 attachment t0 AIS ORDINANCE NO. 2014- AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON, TEXAS ( "CITY "), AS BUYER, AND KEVIN NELMS AND RICHARD GREB AND WIFE, NANCY GREB (COLLECTIVELY THE "OWNER "); AS SELLER, TO ACQUIRE (I) FEE SIMPLE TO A 7.628 ACRE TRACT; (II) FEE SIMPLE TO 3.326 ACRES; AND (III) A DRAINAGE EASEMENT ENCUMBERING 0.196 ACRE, ALL LANDS LOCATED IN THE DAVID HOUGH SURVEY, ABSTRACT NUMBER 646, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING GENERALLY LOCATED IN THE 2100 BLOCK OF SOUTH MAYHILL ROAD; FOR THE PURCHASE PRICE OF ONE MILLION FOUR HUNDRED EIGHTY ONE THOUSAND FIVE HUNDRED AND EIGHTY DOLLARS AND NO CENTS ($1,481,580.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT "), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A ", AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton made an offer to the Owner to purchase the Property Interests pursuant to Ordinance No. 2013 -170, passed and approved by the City Council of the City of Denton on July 16, 2013; WHEREAS, the City of Denton made a final offer to the Owner to purchase the Property Interests pursuant to Ordinance No. 2014 -012, passed and approved by the City Council of the City of Denton on January 7, 2014; WHEREAS, Owner has made a counteroffer to the Offer(s) of City; WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interests by the City. The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide street and roadway expansion, related improvements and also municipal landfill use, all to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is hereby authorized to execute for and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $1,481,580.00 and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement. SECTION 3. 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 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Page 2 PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS PURCHASE AGREEMENT (the "Agreement ") is dated fcL� r- 10 2 I 2014, but effective as of the date provided below, between Kevin Nelms and Richard Greb and wife, Nancy Greb (referred to collectively herein as "Owner ") and the City of Denton, Texas ( "City ") WITNESSETH: WHEREAS, Kevin Nelm and Richard Greb and wife, Nancy Greb are the Owner of a tract of land (the "Land ") in the David Hough Survey, Abstract Number 646, Denton County, Texas, being affected by the public improvement projects (i) called the Mayhill Road Widening and Improvements Project ( "Mayhill Project "); and (ii) related to the expansion and improvement of the City of Denton Landfill, a permitted municipal solid waste disposal facility (the "Landfill Project ") (the Mayhill Project and the Landfill Project are collectively referred to herein as the "Prof ects "); WHEREAS, City is in need of certain (i) fee simple lands, being a part of the Land; and (ii) an easement, being apart of and encumbering the Land, related to the Projects; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary real property interests for the Projects; i NOW, THEREFORE, for Ten and No /100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. A. At Closing, the Owner shall grant, execute, and deliver to the City (i) a Special Warranty Deed (the "Mayhill Deed "), conveying to the City, subject to the reservations described below, the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Mayhill Deed, and other interests as prescribed therein (the "Mayhill Fee Lands "), the Mayhill Deed being attached hereto as Attachment 1 and made a part hereof, related to the Mayhill Project; (ii) a Special Warranty Deed (the "Landfill Deed "), conveying to the City, subject to the reservations described below, the tracts of land being described in Exhibits "A -1" and "A -2 ", respectively, and depicted in Exhibits "B -1" and "13-2 ", respectively, to that certain Landfill Deed, and other interests as prescribed therein (the "Landfill Lands ") (the Mayhill Lands and the Landfill Lands are collectively referred to herein as the "Fee Lands "), the Landfill Deed being attached hereto as Attachment 2 and made a part hereof, related to the Landfill Project (the Mayhill Deed and the Landfill Deed are collectively referred to herein as the "Special Warranty Deeds "); and (iii) a Drainage Easement (the "Easement "), in, along, upon, under, over and across the tracts of land being described in Exhibits "A -1" and "A -2 ", respectively, and depicted in Exhibits "B -1" and "B -2 ", respectively, to that certain Drainage Easement (the "Easement Lands "), the Easement being attached hereto as Attachment 3 and made a part hereof, for drainage purposes, as more particularly described therein, related to the Mayhill Project. The (i) Special Warranty Deeds shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 1" and "Attachment 2 ", respectively; and (ii) the Drainage Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 3" (the Fee Lands and the Easement are collectively referred to herein as the "Property ") B. Owner, subject to the limitation of such reservation made herein, shall reserve, for themselves, 2 may be produced from the Fee Lands. Owner, their heirs, devisees, successors and assigns, shall not have the right to use or access the surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Initial 2. As consideration for the granting a � Pr erty� cony ying be _ to the City, the City shall pay n� of �v�crcE� jointly to Owner at Closing the sum of -8 �'d No /100 Dollars ($46 The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation ". 3. The Owner shall convey and grant to the City the Property free and clear of all debts, liens and other encumbrances (the "Encumbrances "). The Owner shall assist and support satisfaction of all closing- requirements of the City in relation to solicitation of releases or subordinations of the ' 'Trice ._1.gJue)es sejj " G.7t" i"') CiT/ D � J) 2f�A Title i (� ( ) j") 1) 3 �r `ac ci T e EA A n�it�ial a� Encumbrances and other curative efforts affecting the Property, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 10, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all compensation due Owner by City related to the Project, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project and /or the transactions contemplated by this Agreement, value of, damage to and /or costs of repair, replacement and /or relocation of any improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the Easement Lands, interference with Owner's activities on the Easement Lands or other property interests of Owner caused by or related to activities on the Fee Lands related to the Project and /or activities within the scope of the rights granted by the Easement, whether accruing now or hereafter, and Owner hereby releases for themselves, their heirs, devisees, successors and assigns, the City, it's officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and /or damages. 5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205 ( "Title Company "), with said Title Company acting as escrow agent, on the date which is 90 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ( "Closing Date "). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. 4 6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If the actual amount of taxes for the calendar year in which Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The result of such proration is that the Owner shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and standard closing costs associated with this transaction shall be paid spe ific y by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. Initial r--.ET %.� 7. The date on which this Agreement is executed by the -fir shall be the "Effective Date" of this Agreement. 8.A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE 5 SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 10. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Fee Lands or Easement Lands; or (ii) enter into any Agreement that will be binding upon the Fee Lands or the Easement Lands, or upon the Owner with respect to the Fee Lands or the Easement Lands, after the date of Closing. 11. Kevin Nelms represents and warrants to City that (i) the Property comprises no part of the homestead of he and his wife; and (ii) the Property is the separate property of Kevin Nelms or, if community property, that Kevin Nelms has the legal authority to perform all actions and obligations prescribed by this Agreement without joinder of spouse. 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 and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: OWNER: CITY: 1 Kevin Phone P, i -1 Telecopy: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349 -8951 14har Gre a wi Nancy Greb Phone (L �02 Copies to: For Owner: 601 cres'J �1 11 Lane agcy ZAJE Telecopy: ` For City: Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382 -7923 13. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement.. Time is of the essence with respect to this Agreement. 14. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deeds or Easement. 15. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Fee Lands and /or Easement Lands, City may, at its election, terminate this Agreement at any time prior to Closing. 16. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. 6 CITY OF DENTON, TEXAS E RGE C. CAMPBELL, CITY MANAGER Date: , 2014 ATTEST: WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r, Date:, , 2-04 OWNER: KEVIN NELMS r RICHARD GREG NANCY CEB / ' �J Date: e _ -�.�� f y l , 2014 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, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381-1006 Telecopy: (940) 898 -0121 IN Printed Name: Title: Contract receipt date: , 2014 we ATTACHMENT 1 TO PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED (Mayhill Deed) STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That Kevin Nelms, a married man, with the Property (as defined below) comprising no part of the homestead of he and his wife, and Richard Greb and wife, Nancy Greb (herein collectively called "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described in Exhibit "A" and depicted in Exhibit "B ", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property "). Grantor, subject to the limitation of such reservation made herein, reserves, for themselves, their heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, their heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from .vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: [Insert Permitted Exceptions] Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. Page 2 of 4 TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, devisees, successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED the day of 52014. KEVIN NELMS RICHARD GREB NANCY GREB ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Kevin Nelms. Notary Public, State of Texas My commission expires: Page 3 of 4 ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Richard Greb. Notary Public, State of Texas My commission expires: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Nancy Greb. Notary Public, State of Texas My commission expires: Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, Texas 76209 Page 4 of 4 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT "A" - to Special Warranty Deed rthur Surveying Co., Inc. 1�'rof�sszas:ai La.xxcZ Sixz- veyoxs P.O. Box 54 -- Lewisville, Texas 75067 OtTco: (972) 221 -9439 -- Fay:: (972) 221 -4675 EXHIBIT "A" MA'YMLL ROAD PARCEL M137 & M138 7.Q8 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of Tracts I and II as described by deed to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.RD.C.T.), and being more particularly described as follows: BEGINNING at a "PK" nail set in Mayhill Road for the southeast comer of said Nelms Tract I and the northeast corner of a right-of-way dedication as shown on Providence Place 11, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet X, Page 905, Plat Records, Denton County, Texas; THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said Nelms Tract I and the north line of said right -of -way dedication, a distance of 28.98 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for the beginning of a non - tangent curve to the left, having a radius of 355.00 feet; THENCE over and across said Nelms Tract 1, with said curve to the left, through a central angle of 44 degrees 20 minutes 29 seconds, whose chord bears North 25 degrees 14 minutes 53 seconds West at 267.93 feet, having an arc length of 274.74 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer; THENCE North 57 degrees 27 minutes 27 seconds West, over and across said Nelms Tract I, a distance of 197.21 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 37 degrees 43 minutes 36 seconds West, over and across said Nelms Tract I, a distance of 307.97 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a curve to the left, having a radius of 905.00 feet; THENCE over and across said Nelms Tract 1, with said curve to the left, through a central angle of 09 degrees 21 minutes 40 seconds, whose chord bears South 33 degrees 02 minutes 46 seconds West at 147.70 feet, having an arc length of 147.86 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the south line of said Nelms Tract I and the north line of said Providence Place ll; THENCE South 88 degrees 0l minutes 21 seconds West, with the south line of said Nelms Tract I and the north line of said Providence Place 11, a distance of 286.96 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE North 01 degrees 58 minutes 58 seconds West, over and across of non-tangent Tract t1, a distance of 8.87 feet to the left, having to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning a $ a radius of 125.00 feet; (continued) C1107131 -41 Parcel M137 do M138 EXHIBIT "A" - to Special Warranty Deed rthur Surveying Co., Inc. .Px,o�E�sszo�I �aszd Sur- v�Yoxs P.O. Box 54 --- l owisvillo. Texas 75067 Office: (972) 221 -9439 --- Fax: (972) 221 -4675 THENCE over and across said Nelms Tract 1, with said curve to the left, through a central angle of 43 degrees 33 minutes 22 seconds, whose chord bears North 66 degrees 14 minutes 21 seconds East at 92.75 feet, having an arc length of 95.02 feet to a 112 inch iron rod with yellow cap stamped "ASC" set for the beginning of a curve to the right, having a radius of 106.00 feet; THENCE over and across said Nelms Tract I, with said curve to the right, through a central angle of 13 degrees 34 minutes 20 seconds, whose chord been North 30 degrees 56 minutes 26 seconds East at 261.38 feet, having an arc length of 261.99 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer; THENCE North 37 degrees 43 minutes 36 seconds East, over and across said Nelms Tract I, a distance of 160.39 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a non - tangent curve to the left, having a radius of 109.42 feet; THENCE over and across said Nelms Tract 1, with said curve to the left, through a central angle of 38 degrees 56 minutes 51 seconds, whose chord bears North 18 degrees 15 minutes 10 seconds East at 72.96 feet, having an arc length of 74.38 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a curve to the right, having a radius of 129.21 feet; THENCE over and across said Nelms Tract I, with said curve to the right, through a central angle of 38 degrees 33 minutes 48 seconds, whose chord bears North 18 degrees 26 minutes 43 seconds East at 8533 feet, having an arc length of 86.97 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a curve to the left, having a radius of 10.00 feet; THENCE over and across said Nelms Tract 1, with said curve to the left, through a central angle of 90 degrees 05 minutes 58 seconds, whose chord bears North 07 degrees 19 minutes 26 seconds West at 14.15 feet, having an arc length of 15.73 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE North 52 degrees 22 minutes 26 seconds West, over and across said Nelms Tract I, a distance of 20.00 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer; THENCE North 37 degrees 37 minutes 34 seconds East, over and across said Nelms Tract I, a distance of 70.00 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 52 degrees 22 minutes 26 seconds East, over and across said Nelms Tract 1, a distance of 20.00 feet to a 112 inch iron rod with yellow cap stamped "ASC" set for the beginning of a curve to the left, having a radius of 10.00 feet; THENCE over and across said Nelms Tract I, with said curve to the left, through a central angle of 89 degrees 53 minutes 58 seconds, whose chord bears North 82 degrees 40 minutes 35 seconds East at 14.13 feet, having an arc length of 15.69 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer; THENCE North 37 degrees 43 minutes 36 seconds East, over and across said Nelms Tract 1, a distance of 20.00 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 52 degrees 16 minutes 24 seconds East, over and across said Nelms Tract 1, a distance of 77.91 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a non - tangent curve to the left, having a radius of 920.00 feet; (continued) C1107131.41 Parcel M137 & M138 EXHIBIT "A" - to Special Warranty Deed Art . hur Surveying Co., Inc. .1�#ess.-ivxza.X ��a srzx- ve�r-oars P'.O. Box 54 -- Lewisville, Texas 75067 Of oo: (972) 221- 9439 -- Fax: (972) 221 -4675 THENCE over and across said Nelms Tract I, with said curve to the left, through a central angle of 32 degrees 32 minutes 30 seconds, whose chord bears North 19 degrees 08 minutes 48 seconds East at 515.53 feet, having an arc length of 522.52 feet to a 112 inch iron rod with yellow cap stamped "ASC" set for comer; THENCE North 02 degrees 52 minutes 33 seconds East, over and across said Nelms Tract 1, a distance of 31.69 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said Nelms Tract I and the south line of said Nelms Tract R; THENCE North 87 degrees 51 minutes 52 seconds East, with the north line of said Nelms Tract I and the south line of said Nelms Tract 11, a distance of 12.55 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer; THENCE North 02 degrees 52 minutes 33 seconds East, over and across said Nelms Tract II, a distance of 324.80 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said Nelms Tract 11 and the south line of a remainder of a tract of land described to Mason A. Haggard and wife, Wilma Haggard, recorded in Volume 337, Page 430, D.R.D.C.T.; THENCE North 88 degrees 56 minutes 53 seconds East, with the north line of said Nelms Tract lI and the south line of said Haggard tract, a distance of 141.36 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 02 degrees 12 minutes 08 seconds West, over and across said Nelms tracts, passing the south line of said Nelms Tract II, continuing on for a distance of 455.65 feet to a 112 inch iron rod with yellow cap stamped "ASC" set for the beginning of a non - tangent curve to the right, having a radius of 1082.50 feet; THENCE over and across said Nelms Tract I, with said curve to the right, through a central angle of 28 degree 13 minutes 01 seconds, whose chord bears South 21 degrees 39 minutes 56 seconds West at 527.74 feet, having an arc length of 533.10 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 46 degrees 38 minutes 28 seconds East, over and across said Nelms Tract 1, a distance of 218.20 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a non - tangent curve to the right, having a radius of 445.00 feet; THENCE over and across said Nelms Tract 1, with said curve to the right, through a central angle of 18 degrees 46 minutes 44 seconds, whose chord bears South 38 degrees 01 minutes 45 seconds East at 145.20 feet, having an arc length of 145.85 feet to a "PK" nail set for comer in Mayhill Road; THENCE South 02 degrees 06 minutes 21 seconds West, with Mayhil Road, a distance of 193.36 feet to the POINT OF BEGINNING and containing 7.628 acres of land of which 0.153 acres lies within existing Mayhill Road. {Y j(] tr+t; gj C110713I -41 Parcel M137 & M13a EXHIBIT "B" - to Special Warranty Deed UAwn A. Haggard k 1.R.F wife, Wilma Haggard Valume 397, Page 490 N� (ren,"tnder) y . "WIng N88 °5653 ".E �i U)G fence 141.36' Kevin Nelms -- - "P S Nall Vol 3492, P&. 911 (� Tract 11 y <n - I IVO Richard A. Greb Haney A, Grab h v butr. Ka. 2006 - 100770 \�1 �osi41 Z 300 0 150 300 Tract 11 i y oo O S87'51'SJ W` 0 I.R.F. 1585.9 L13 __ N xrc SCALE: 1" =300 o v Bearings shown hereon based on the City of !!C M L12 Denton GIS Network. a0s«g r4 New Dedication 7.475 ac. (325,607 sq. ft.) Existing Implied Dedication 0.153 ac. (6,658 sq. fi.) ♦ Z NG R.S. 7.628 Acres (332,265 sq. ft.) IRY. — ln" Iron Rod Found Parcel M137 & M138 ��♦ I.R.S. =1/2" Ilan Rod set with yellow cap stamped "Arthur (� ♦ c10 Surveying Company" Kevin Hebnas elL9 L10 vol 3462, Pg. 911 c�� �l�j \ ` 15' see Eaaem.nt . - Municipal Use Tracts, Tract I�jir / •tr No. 2006-34815 i// ///.1 ffiobard A. Grab de Gt L7 160' Brazos E7ectrk Power Easement Hance A. Grob Vchrme re36, Page 436 All improvements not shown hereon. Instr. Ho. 2006 - 100770 P� • Easements recorded in Vol. 190, Pgs. Tract I ' ~f 620 & 622, Vol. 336, Pgs. 347,367 & 01 C5 �yrf� ~!rte �l`p, 583, & Vol. 391, Pg_ 169 do not affect this tract to the best of my knowledge. • Blanl Easements recorded in Vol. Q'` � J* �jr4 357, Pg. 45 & Vol. 357, P& 54 as "PK" oil assigned in Vol. 2736, Pg. 828 l$ A $e includes this tract. a4� Implied Dedication "9a �j �9eaesnote , Eaumeatrecorded in Vol. 341, Pg. e 'er c I L15 222 as assigned in Vol. 367, Pg. 242 01'21 "W l¢ is centered on a pipeline not S88 955.833 LS ex NoN specifically located _ _ • Gas line shown was not field verified. location provided by others. " I.R.F. ++ t providence Place Robert P. llonnell906 •i �!... ...... r Cabinet X Page 905 , valume 3994, a Donnelly Addition ; JOHN M. RUSSELL w , Cabinet 0. Page `off ;See page 2 for line & curve tables* EXHIBIT "B" Mayhi.11 .Road Parcel M137 & M138 7.628 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas -2012- BRVEYORBCZYa rATION: Tl c eaaaalpod dos haeby=b to TWO Ruoaroos (CrP. Na 10W1 dt IWAW) that d5a dorugg ," me read ofmyTm++�ae. ttr�,n m xae m of lmprovomCON 01sm"od m dthtr ofway that I h:ra Deco advised ofe�mept s+ shows paean. rthur Surveying Co., Inc. proresmUxaa Load SurVCYVx6 P.O.Box 64 - Lewisville. Texan 75067 0mce: (972) 22it -abli g F 98872) 221-4,675 Page 1 of 2 ATTACHMENT 2 TO PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED (Landfill Deed) STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That Kevin Nelms, a married man, with the Property (as defined below) comprising no part of the homestead of he and his wife, and Richard Greb and wife, Nancy Greb (herein collectively called "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described in Exhibits "A -1" and "A -2 ", respectively, and depicted in Exhibits "13-1" and "13-2 ", respectively, attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property ") Grantor, subject to the limitation of such reservation made herein, . reserves, for themselves, their heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, their heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: [Insert Permitted Exceptions] Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. Page 2 of 4 TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, devisees, successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED the day of , 2014. KEVIN NELMS RICHARD GREB NANCY GREB ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Kevin Nelms. Notary Public, State of Texas My commission expires: Page 3 of 4 ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Richard Greb. Notary Public, State of Texas My commission expires: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Nancy Greb. Notary Public, State of Texas My commission expires: Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, Texas 76209 Page 4 of 4 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT "A -1" - to Special Warranty Deed Arthur Surveying Co., Inc. P.O. Box 54 --- Lcwisvillo, Texas 75067 OfSicc: (972) 221 -9439 Fax: (972) 221 -4675 MUN MAL USE TRACT . 2.151 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, 'Texas, and being part of Tracts 1 and II as described by deed to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: BEGINNING at a "PK" nail set in Mayhill Road for the northeast comer of said Nelms Tract II and the southeast corner of a remainder of a tract of land described by deed to Mason A. Haggard and wife, Wilma Haggard, recorded in Volume 337, Page 430, D.R.D.C.T.; THENCE South 02 degrees 06 minutes 21 seconds West, with Mayhill Road, passing the south line of said Nelms Tract H and the north line of said Nelms Tract I, continuing on for a distance of 1212.24 feet to a "PK" nail set in Mayhill Road for the beginning of a non - tangent curve to the left, having a radius of 445.00 feet; THENCE over and across said Nelms Tract I, with said curve to the left, through a central angle of 16 degrees 47 minutes 45 seconds, whose chord bears North 37 degrees 02 minutes 15 seconds West at 129.98 feet, having an arc length of 130.45 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for comer; THENCE North 02 degrees 12 minutes 08 seconds East, over and across said Nelms tracts, passing the north line of said Nelms Tract I and the south line of said Nelms Tract II, continuing on for a distance of 1107.01 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said Nelms Tract R and the south lime of said Haggard tract; THENCE North 88 degrees 56 minutes 53 seconds East, with the north line of said Nelms Tract II and the south line of said Haggard tract, a distance of 80.31 feet to the POINT- OF BEGINNING and containing 2.151 acres of land of which 0.904 acres lie within existing Mayhill Road. OF r "N M. RuSSEIL `o 3yb��UR 'S.... o S C1107131 -41 Parcel M137 & M138 -MUT EXHIBIT "B -1/1 - to Special'Wa Pi _ n A. xste.1111ma&H649 rd I.R.F.4 Volume W. Pa a 430 i 1 (remainda' N89-5053-131 y o� Wg 80.311\ l l z _ Kevin Helms VOL 5432, Pt, 911 Tract 11 Richard A. Grab & j 11—cy A- Greb 1 Lnstr. Ho. 2006 - 100770 \ 'ot•' Tract II 1 a,t'\ t S87'S1'52 W LR F. 158.5.91 (C-m-2, __ _ --•� -� New Municipal Use 0.863 ac. (37 00 sq. R) Existing Implied Dedication --- 04�c. ( 9,384 sq. , Gas Easement 0.384 ac. (16,717 sq. 2.151 Acres (93,701 sq.) Municipal Use Tract I o) o ' Kevin xebnsb Vol. 3432. PA. 911 � Tract I Riahard A. Greb do ,\ Haney A. Grob Instr: No. 2006 - 100770 Tract t f CAP 1 `b� ' 688 01'21 " ,�Cg � Proposed MimiCtpal`'� . y 1821.6 Use Tract 2 ends mg 518' I., f. - t� Providanoo Place II I Robert P. Donna 9 Cabinet X, Page 905 Volume3� 05 !� r 1t Dopneliy Addition Cabinet 0, Pate 77 t"Y TR VP Td RT.R # Radllls ^ Dd a Chord CI 445.00' !30.45' 16 °4T45" N37 °02'15 -W 12998' Municipal Use Tract -.151 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas —2012— ft I W0 Cl r i b liccy� � M o Deed Cox C"emmt No. 2006 -34816 N 300 0 150 300 SCALE: 1"-300' Bearings shown hereon based on the City of Denton GIS Network. 60' Brutus fle*Vk power Eostmant Volume 1636, Page 436 NOTES: • 0 –IRS. • IRF. –1/2" Iron Rod Bound • I.R.S. –1/2" Iron Trod Set with yellow cap stamped "Atthuc Surveying Company" • All improvements not shown hereon. t Easements recorded in VoL 190, Pgs. 620 & 622, Vol. 336, Pgs. 347, 367 & 583, & Vol. 391, Pg. 169 do not affect this tract to the best of my knowledge_ t Blanket Easements recorded in Vol. 357, Pg. 45 & VoL 357, Pg. 54 as assigned in Vol. 2736,Pg. 828 includes this tract. Dedication • Easement recorded in Vol. 341, Pg. 222 as assigned in Vol. 367, Pg. 242 is centered on a pipeline not specifically located. I t ' SO206'21,'W N 193.36 "p Set oil N \j Ao-ti •V SDRinVRB C><itnnCAnON: Ibe nadardywd dou be,nbyoati� m xfde R.aotanw (0,F. No. 10MI At 102632) fWftdc .v,.y w s rk dw me& on degoaad of dW p,opaty lspWdao,god bacon ,ndk omock and m 66 best afnWinowNdse. 6= mo no •iak &Wrgw da, 000n[ok dmtgrm in sm, bonoday linecv &Ct4waro --*Plug of cstcmaow ornyhb of-w that I um bans sdvL°d ofanxpt sr shown homon. rthur Surveying Co., Inc. ykn&--�Cnfil zed SUrVCYX)= P.O.Boz 54 – Lewisville, Texas 75087 Office: (972) 22L -9499 Far. (972) 221 --4675 Established 1986 EXHIBIT "A -2" - to Special Warranty Deed Arthur Surveying Co., Inc. .�'xofessiozza.1 L�.zzd Sraz- veyors P.O. Box 54 — Lewisville, Texas 75067 Ofoe: (972) 221 -9439 --- Fax: (972) 221 -4675 MUNICIPAL USE TRACT 0.125 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of Tract I as described by deed to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: COMMENCING at a "PK" nail set in Mayhill Road for the southeast comer of said Nelms tract and the northeast corner of a right -of -way dedication as shown on Providence Place II, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet X, Page 905, Plat Records, Denton County, Texas; THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said Nelms tract and the north line of said right -of -way dedication, a distance of 28198 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for the POINT OR BEGINNING; THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said Nelms tract and the north line of said Providence Place addition, a distance of 53.79 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE North 02 degrees 12 minutes 08 seconds East, over and across said Nelms tract, a distance of 161.30 feet to a 112 inch iron rod with yellow cap stamped "ASC" set for comer at the beginning of a non - tangent curve to the right, having a radius of 355.00 feet; THENCE over and across said Nelms tract, with said curve to the right, through a central angle of 27 degrees 05 minutes 13 seconds, whose chord bears South 16 degrees 37 minutes 15 seconds East at 166.27 feet, an arc length of 167.83 feet to the POINT OF BEGINNING and containing 0.125 acre of land. C1107131-41 Parcel M137 & M138 -MUT2 z' EXHIBIT "B -2" - to Special Warranty Deed Mason A. Haggard & wife, Witma Haggard Volume 337, Page 430 (remainder) existing fence Kevin Nelms _ _ _ -- VoL 3432, 011 11 Tract II 1 1 Richard A. Grab & �4l Nancy A. Greb Instr. No. 2008- 100770 ecr•e Tract II i S8'5191W C \ 1 I.R.F. (C-MI ----- ---- -- --- �-_ -- -- w A I.R.F. No _<o :nro 3. z I 1 �I \ X11 &b II I Kevin Nelms \ VOL 3432, Pg. 011 Tract I� Richard A Grob & Nancy A Greb Instr. No. 2006- 100770 Tract I $I' New Municipal Use 0.074 ac. (3,202 sq. f3.) _1d Gas Easement 0.051 ac. (2,222 sq. ft.) I I 1A 0.1.25 Acres (5,424 sq. ft.) I �aa .0,,b Municipal Use Tract 2 t•� t• L3 I e °{pe ^ _ S88381'281 "; 8�6_0� 2 y— — — -- — — exis ng — 5/8" I.R.F. tcnco-- tt providence Place II t t F. O. B Cabinet X, Page 906 Donnelly Addition t Cabinet 0. Page 77 ��t t LINE TABLE `, Robert P. Dannelly Volume 3384, , Pa 4e 905 Ll 588 °0121 "W 28.98` (remainder) /•r TA I7R TART R # I Radius L2 S88 001'21 "W I 53.79' 1 L3 NO2 012'08 "E 161.30' /•r TA I7R TART R # I Radius I Len v- Delfa - Chord Cl 1 355.00' 1 167.83' 1 27 °05'13" 516 °37'15 ": 166.27' 11 r unicipal Use Tract 0.125 Acre David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas --2012-- t t (a Io �r 1� a �N tp fN I� I —i OF P42 �a Gas Easement No. 2006 -34615 N 300 0 150 300 SCALE: 1"=300' Bearings shown hereon based on the City of Denton GIs Network. — 60' BroWs Plectrfc Power Easement Volume 1636, Page 436 Proposed Municipal Use Tract l Nail NOTES: • o= I.R.S. • I.R.F. =1/2" Iron Rod Found • I.R.S. = 1/2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. • Easements recorded in Vol. 190, Pgs. 620 & 622, Vol. 336, Pgs. 347, 367 & 583, & Vol. 391, Pg. 169 do not affect this tract to the best of my knowledge. • Blanket Easements recorded in Vol. 357, Pg. 45 & Vol. 357, Pg. 54 as assigned in Vol. 2736, Pg. 828 includes this tract. • Easement recorded in Vol. 341, Pg. 222 as assigned in Vol. 367, Pg. 242 is centered on a pipeline not specifically located. SURVEYORS CERTMCATWIV: The undcraigned doer hereby ccr* to Title Re,ourcee (O.F. No. 702631 & 102632) that this ,urvoy was this day made on are gound of the property logally described hawa and is corrx4 and to the best ofmylaowledgo, them are no visible discrepancies, conflicts, shortages in area, boundary lino conflicte, eaetoaehm wts, overlapping of hnpnovemente, casements or rights of way that I have been advised of exccpt as Shown hcrcon. rthur Surveying Co., Inc. 1: ,r f` :sfonal Land suTVvyms P.O.Box 54 — Lewisville. Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 -4875 Established 1988 ATTACHMENT 3 TO EASEMENT PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. DRAINAGE EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Kevin Nelms, a married man, with the Property (as defined below) comprising no part of the homestead of he and his wife, and Richard Greb and wife, Nancy Greb (collectively, "Grantor "), in consideration of the sum of Ten and No /100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, receipt of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto the City of Denton, Texas ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, a perpetual drainage easement in, along, over, upon, under and across the following described property (the "Property "), owned by Grantor, and situated in Denton County, Texas, located in the David Hough Survey, Abstract No. 646, Denton County, Texas, to wit: PROPERTY DESCRIBED IN EXHIBITS "A -1" AND "A -291, RESPECTIVELY, AND DEPICTED IN EXHIBITS "B -1" AND "B -251, RESPECTIVELY, EACH ATTACHED HERETO AND MADE A PART HEREOF For the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining drainage, and related drainage facilities and appurtenances, including without 1 limitation, the right to overflow the Property, in, along, over, upon, under and across said Property. The rights granted herein shall further include, without limitation, the free and uninterrupted use, liberty, passage, ingress, egress and regress, at all times in, along, over, upon, under and across the Property to Grantee herein, its agents, employees, contractors, workmen and representatives, for the purposes set forth herein, including without limitation, the making additions to, improvements on and repairs to said facilities and /or drainage features or grade, or any part thereof This Easement is subject to the following: 1. Structures. No buildings, fences, structures, signs, facilities, improvements or obstructions of any kind, or portions thereof, shall be constructed, erected, reconstructed or placed in, along, over, upon, under or across the Property by Grantor. Further, Grantor stipulates and acknowledges that the Grantee, in consideration of the benefits above set out, may alter the grade of the Property and may remove from the Property, such buildings, fences, structures, signs, facilities, improvements and other obstructions as may now or hereafter be found upon said Property and dispose of any such buildings, fences, structures, signs, facilities, improvements or obstructions in any manner it deems appropriate without liability to Grantee. 2. Maintenance of Lateral Slope. No activity, of any kind, shall be conducted on the Property by Grantor that may impair, damage or destroy the lateral slope established for drainage, including without limitation, excavation or movement of soil or other material. 3. Access. For the purpose of exercising and enjoying the rights granted herein, the Grantee shall have access to the Property by way of existing public property or right-of-way. 4. Trees and Landscaping. No shrub or tree shall be planted upon the Property or that may encroach upon the Property. Grantee may cut, trim, or remove any shrubs or trees, or portions of shrubs or trees now or hereafter located within or that may overhang upon the Property without liability to Grantee, including without limitation, the obligation to make further payment to Grantor. 5. Grantor's Rights. Grantor shall have the right, subject to the restrictions contained herein, to make use of the Property for any purpose that does not interfere with the Grantee's rights granted to it herein for the purposes granted. 6. Successors and Assigns. This grant and the provisions contained herein shall constitute covenants running with the land and shall be binding upon the Grantor and Grantee, and their heirs, devisees, successors and assigns. NJ TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. Witness my hand, this the day of KEVIN NELMS RICHARD GREB NANCY GREB ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § 2014. This instrument was acknowledged before me on 32014 by Kevin Nelms. Notary Public, State of Texas My commission expires: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2014 by Richard Greb. Notary Public, State of Texas My commission expires: 9 ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on , 2014 by Nancy Greb. AFTER RECORDING RETURN TO: City of Denton Engineering Department 901 -A Texas Street Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of Texas My commission expires: EXHIBIT "A -1" -to Drainage Easement rthur urve ing o; Inc. �x- ot�ssioxzaY �;d' Sxi�x'v�ycozs P.O. Box 54 Lewisville, Texas 75067 - Ofiioo: (972) 221 -9439 Fax: (972) 221 -4675 20' DRAINAGE EASEMENT - 0.037 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated_ in the David. Hough Survey, Abstract: 645; City of Denton, Denton County, Texas, and'being part of Tract.I as described by deed to Kevin Nelms, Recorded in Volume 3432, Page 911, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: COMMENCING at a "PK' nail set in Nlayhill Road for the southeast corner of said Nelms tract and the northeast P of a right -of way dedication as shown on Providence Place II, an addition to the City of Denton; Denton County, Texas, according to the plat thereof recorded iri Cabinet X, Page 905;'Plat Records, Denton County, Texas, THENCE South 88 degrees 01 minutes 21 seconds West, with the south line of said Nelms tract and the north line of said right -of- -way dedication, a distance of 865.78 feet to a 1/2 inch iron rod with yellow:cap stamped "Arthur Surveying Company" (ASC) set . for corner; THENCE North O1 degrees 58 minutes 58 seconds West, over and across said Nelms tract, a distance of 8.87 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the beginning of a non - tangent curve to the left ; having a radius of 125.00 feet;. THENCE over and across said Nelms tract, with said curve to the -left, through a central angle of _43 degrees 33 minutes 22 seconds, whose chord bears North 66 degrees 14 minutes 21 seconds East at 92:75 feet, having an arc . length of 95.02 feet to a 1/2 inch iron rod with yellow cap' stamped "ASC" set fora he beginning of a curve to the right, having a- radius .of 1106:00 feet; THENCE over and across said Nelms tract, with said curve to the right, through a central angle of 10 degrees 41 minutes 20 seconds, whose chord bears North 29 degrees 29 minutes 56 seconds East at 206.03 feet, having an arc length of 206.33 feet to the POINT OF BEGINNING; THENCE North. 52 degrees 16 minutes 24 seconds West, over and across said Nelms tract;: a distance, of 20:02 feet = to the beginning "of a non - tangent curve to the right, having a radius of 1126.00 feet; THENCE over and across said Nelms tract, with said curve to the right, through a central angle of 02 degrees 49 minutes 56 seconds, whose chord bears North 36 degrees 18 minutes:38 seconds East.at 55.65 feel, having an _arc length of 55.66 feet to a point for corner; THENCE North 37 degrees 43 minutes 36 seconds East, over and across said Nelms tract, a distance. of 24.37. feet to a point for corner; THENCE South 52 degrees-16 minutes 24 seconds East, over and across said Nelnistract,.a distance of 20:00 feet to a point for corner; (continued) C1107131 -41 Parcel M138 -DB1 p ' EXHIBIT "B -V - to. Drainage Easement CURVE TABLE N # Radius Len Delta' Chord . ' Cl 125.00 95:02. h 43033t22" ° N66.14 21 V 92.75 C2 1106.00' 206.33' 10 °41'20 ". N29 °29'56'73 206.03' C3 1126.00` 55.66' 02 049'56" N36 °18'38"E 55.65'. C41 1106.00' 55:66' " 02 05390" ' S36 °17'06 "W 55.65' ! ! o0 200 0 100 200 SCALE: 1 "= 200' Bearings shown hereon based on the City of Kevin NOIma Denton GIS Network. Vol. 3432, Pg. 911 Tract I I.R.F. S. 60' Brakos �W =l . Richard A. Greb Volume 163648Pa9e 436 oc� to Nanoq A.' Greb tl Instr. No. 2008 - 100770 4O ` ., o• 44. lam' Tract I ea 7°S° y, 15' Goa Easement - Inatr, No. 2006- 34815 0.037 Acre 20' Drainage 13704396'B • : �.! l W Easement 24.37' SS20004 B (1,600 sq. ft.) X7\0 C3 S37 °4336 0W !O'o ° " C4 24.37' S N52 1624 W ' z: 20.02' a> I exlrting f N01 '58 fence -- _ 8`87 Ci — _ - -- "" "PK" Natl .e-- ...p - -t-- "rr...._Y (C.M.�. .�- •.7t �__— �_—��` S88'Ot 2i W- 865.78 S86,01 '21; W - - -- - -- -- - -- : - --- - - - - - -- 55.83 — - ponnellp Addition Cabinet• O, Page 77 Providenoa' Place II 1. ! F . 1 ` Cabinet Y, Pege 906 1 ��Pf�G \�Jij R� ;, �o urns 93B4P a e 906: i f: Q......,..,............ �....... 1 (remalndeY� JOHN M. RUSSELL_ i 1 ,wl NOTES: • . 5�^` f 1.R F. =112" Iron Rod.Found A I.&S. =112" Iron Rod Set with yellow cap stamped "Arthur Surveying Company„ ti All improvements not shown hereon • Easements recorded in Vol. 190; Pgs. 620 &`622, Vol. 336; Pgs. 347; 367 &583, & Vol. 391, Pg. 169 d6 not affect this tract to the best of my knowledge. • `V • Blanket Easements recorded in Vol. 357, Pg. 45 &_Vol. 357, Pg. 54 es assigeed in. Vol. 2736, Pg. 828 includes this tract ; • Easement recorded in VoL 341, Pg. 222 as as in Vol. 367, Pg: 242 is.centered on a pipeline not specifically located. . BIIRVEY0A$ CERTII71CAT10N: TKO uadmtkwd dote honcby cattily to Tilt° Rcsowrw (O.T+.No.102631 dt 102 632) LW lid@ surrey wadtbLe day WeQ on the dofthe, pmptti;S'lognitY daaibod hmnoh and is c°mct, trill totbobwtof0YknoWladgc thC=Amnovtalblo dlscropanctos cbatlicta; and?inged!o> bw°rda,y 20'. Drainage Easement Fin; conificta,nwtrmc tiord,ove;lepP�%of isrpmvomoata oacemcma or fights of xrey th f 6.Co7 Acres Levobxaadvisat .of6wcpt"AOwnLocron David dough Survey, rthur SUN eyIII Co. I11. Abstract Number 646 .ProPes�lo>rial �i�.an� �`CUVeyors . City of Denton J P.O.Box 64 Lewisville, Texas -76087 Denton 'County, Texas Office: (972) 221-9439 'Faze AO72) 221 =4676 Established 1086 —2012-- EXHIBIT "A -2" - to Drainage Easement �A rt�ur curve in o: Inc Y P.O. Box 54 — Lewisville, Texas 75067 Ofcc: (972) 221 - 9439 — Fax: (972)'221-4675' 972) '221 -4675 EXHIBIT «A„ 50'. DRAINAGE EASEMENT T 0.159 Acre City of Denton, Denton'County,.Texas BEING all that certain lot, tract or parcel of land situated in the David -Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being part of Tract 1 as described hy-deed to Kevin Nelms, Redorded* Volume- , - 3432, Pa ge 91 I, Deed Records, Denton County, Texas (D.R.D.-C.T.), and being more p.articularlydescxibed as follows: CONVAENCING at a "PK" nail set in Mayhill Road for the southeast corner: of said Nelms tract and,the northeast corner ofaright -of- -way dedication as shown on Providence Place II, an addition to the City of Denton, Denton' County, Texas, according to the plat thereof recorded in Cabinet X, Page 905; Plat Records;, Denton County; Texas;. THE, ENCE South 88'degrees 01 minutes 21 seconds West, with the south line of said Nelms Tract and the north line of said Providence Place II, a distance -of 382.61 feet.to the POINT OF BEGINNING; THENCE South 88 degrees Ol minutes 21' seconds West, continuing with the south line: of said Nelms -tract and the north line of said Providence Place II; a distance of 66.52 feet to a point for corner, THENCE North 43 degrees 14 minutes 38 seconds West, over and across said-Nelms tract; a distance of 112:01 feet to the beginning of a non-tangent curve to the right, having a radius of 905.00 feet; _ THENCE over and across said Nelms tract, with said curve to the right, through' :a cetntral angle of 02 degrees . .minutes 45 seconds, whose chord bears North 36 degrees 14 minutes'44 seconds at 46:79 feet,.having an arc length of 46.79 feet to a point-for corner; -THENCE North 37 degrees 43 minutes 36 seconds East, over and across said Nehins'tract, a distance'of 4.05 feet to a point for corner; THENCE South 43 degrees 14 minutes 38 seconds East, over and across said Nelms tract, a distance of 165,06 4feet. to the POINT OF BEGINNING and containing 0.159 acres of land. 01107131 -41 Parcel M138 -DF-2 F.xuTRTT "R -2" - to DrainaLye EASement 200. 0 loo 200 SCALE: 1" =200'' . Bearings shown hereon based on the City of Denton GIS Network. I.R.F. _ 60' Brazos Electric' Power fasamedi Volume 1636, ,Poge 436 . Kevin. Kelm$ 0�$ Vero 16' Cos' Eosement Vol. 3432,•P . 911 o4p°� aP ., Instr. Na 2006 - 34815. Tract I `�. Richard A. Grab & I i . W ' Nancy A Greb ' " �'� ' $•. s Inshe.: No. 2006- 100770 / g x-111 try N 'Tradt I �' ao z �r 0.159 Acre f 50' Drainage - N370439693 i 4.05' Easement (6,939 sq. fl). Cl t.l.`+.. N43 °14`38 "W t�f�� 1 •. V:. B• '. �, V, I JP-' C.1 / 112.01' ��- _ " lSt38'Of 2 W 382.61 "P set ail' 1. tenon W e _ -- - -- - -- r -- -- u+� 9 - -- - -- J -� _ _ -- -- -- - - -- .. -- ` Donnelly. Addition Cabinet O, page �; Providence Place II �. `Cabinet K Pa9e.906 1 Robert P. Donnelly volum�reruina r7e 90$ 1 y NOTES: • I.R.F. =1/2" Iron Rod Found. - • 1.RS. —1 /2" Iron Rod Set with yellow cap stamped "Arthur Surveying Compatiy" • All improvements not sliown hereon, • Basements recorded in Vol,-190, Pgs: 620 &-622, Yo'l..336, Pgs. 347,367 & 583, Vol. 391, Pg. 1b9 do not affmt.this tract to the best of my knoyvledgc. • Blanket Easements recorded in Vol. 357, Pg: 45 & Vol. 357,.Pg. 54 as assigchd in Vol. 2736, Pg. 828 includes this tract: • Easement recorded:in Vol. 341,Pg. 222 as assigned In Vo1,.367, Pg. 242 is centeied , on a pipeline not specifically located. 6MVEYOR5 CERTTirICA7'rON: 13oundcralpood dots hcroby0=1W to, Ildc Rhsources to F. No. 102631 & 102632) ifid this: survey was.this day mA& oA tfie gmund of the propezV 1ogaUy dosodbod ficmon and Ja oaa=4 and to the best ofray knowledge,- 'tLeiti Am no vlsJbl° dlscrepancles, coaWots,. sfiiutVu In am& bowduy 5Q' •.Drainage Easement linocoatliatsenunoscba ,rnb,uvorlappioggf //�� imlxuV,cmanta; euameife °rilgh6e M ofwaythatT ii. Acre re have boon adQ6edofoxcep! ehou -n hereon. 16 9 David Hough Survey, _ rthur Sur'veylng ' Co. Inc:: Abstract Number 646 City of Dentor�n .zoressio.> W Zang su c3no Denton County, Texas ce-. (9 ' 64 - Lewisville, Texas 221-4 Office: (972) •221 -9439 Fax: (972)'221— .487ti --2012-- -Established 1986 C 10 -4 arse M138 -D -�-. Consent Agenda G AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Planning and Development ACM: John Cabrales, Jr. r SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Developers Agreement with RLB INVESTMENTS, LLC to allow the developer to temporarily lease parking spaces from the City at the downtown lot, located at the northeast corner of Bolivar Street and McKinney Street; providing a default and indemnification clause; and providing an effective date. BACKGROUND RLB Investments is proposing a mixed use development at the property located at 321 W. Hickory Street legally described as Baines Addition Lot 1R, Block 3. The proposed mixed use development includes 44 multi - family units and approximately 5,000 square feet of commercial, office and retail /restaurant space depicted in Exhibit 1. Pursuant to the Denton Development Code (DDC), the applicant is required to provide 92 total parking spaces. The applicant has received a 25% administrative parking reduction that decreased the total number of required parking spaces to 69. The applicant has provided 40 on -site parking spaces but still requires an additional 29 spaces to meet the requirements of the DDC. Although the property has area for the required parking spaces, a significant portion of the southern half of the property is encumbered by floodplain that will remain undeveloped until such time as drainage improvements are completed. The City has initiated a drainage improvement project that is part of the City's PEC -4 Drainage Improvement Plan; however, the portion of the drainage abutting the property is part of the later phasing of this project and is currently unfunded. It is unlikely that the drainage will be improved, even if funded during the next budget cycle or within the next few years until earlier phases are completed. It is anticipated that the drainage construction necessary to facilitate the development of this property will occur sometime in 2017 or 2018. Once the drainage improvements are completed, the applicant will be required to make the necessary on -site improvements to construct the remaining parking. The applicant has submitted plans (Exhibit 2) to illustrate the final parking layout once the drainage improvements are completed. Staff has discussed with the applicant options for consideration; however, each one was not viable for various reasons. These included: processing a Conditional Letter of Map Revision through Federal Emergency Management Agency (FEMA) to lessen the floodplain; reduce the intensity of the development thereby reducing the number of required off — street parking spaces; Agenda Information Sheet March 4, 2014 Page 2 and secure a parking access agreement with another parcel of land located within 300 feet of the Project as allowed by the DDC. According to the applicant, the time and cost needed to process an application through FEMA would be cost prohibitive and cancel the project. The second option would also be cost prohibitive, due to the cost of the property and the applicant's inability to recover their costs within a specified timeframe. Finally, the applicant reached out to several adjacent property owners concerning a shared access and parking arrangement but was unsuccessful in obtaining an agreement. In order to proceed with the project, the City and RLB Investments have proposed entering into an agreement (Exhibit 3) to allow RLB Investments to temporarily lease parking spaces from the City at the downtown lot, located at the northeast corner of Bolivar Street and McKinney Street (Exhibit 4), so that the developer can obtain a building permit, to commence construction of the proj ect. OPTIONS 1. Approve. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning Division recommends APPROVAL of the ordinance. EXHIBITS 1. Proposed Site Plan 2. Future Site Plan 3. Developers Agreement 4. Proposed Parking location 5. Ordinance Respectfully prepared and submitted by: Brian Lockley, AICP, CPM Planning and Development Director woo sn 13H ,�N,M SVX31 'AiNnOD NO1N30 . XVa L9fifi 906- ZL6.3N0 Hd 5666.90fi -ZL6 fiz oSL • SV X'31 NO1N30 d0 ,UIO ❑bb B -� ON - nmL NIDU—ISID3M WUIJ 3d91 '3N1 `°JNIH33NIEJN3 NOWCO`dS3NIVS H7 1 7 w❑ u '6 >IOOId `a l lot u J /� J 1 ' S1N3W12dHdV A2iOHOIH F U 0 fx o P. Z fILI z 1N3W3321` E)NINHVd - I I r J Gel TIP II I� I II l Sp - a III W a cv 5 � _ _�� F I III -III M L 'rlt II I II h I I i I I W - - ea w C-, Z fILI C�=7 Q 0 0 0 0 Q LL W a z 1N3W3321` E)NINHVd -z I I r J Gel C�=7 Q 0 0 0 0 Q LL W a z 1N3W3321` E)NINHVd w a I I r J Gel N II I� I II l O M. AIRIHX3 ���� vii 5 � _ _�� 1 I ° 1. 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C', 5 m Z; E c. 16 -2 "k co a >1 8 0 1 E E ;3 cc CD 0 2 o 0 0 (L ff 0 o p 2 '2 Z o LO) MC 8 m :: 0) Of -6 IOD Z5 �R ca m w M ca 7 c 2 :9 0 a) q Co 0 m a) 0 co LL:" Q,) - oi 0 ca -0 C) 7�5 Co LL (D LLJ (D m 75 '8 m m mm ID — LU ca 0 8 1 - M M (D 16 E M > CD III, CL 16 am 0 M 'o C3 4) w Q '2 Cc ow C') 4) o b 8 m3 m an 'o zo = -0 X C4) r - 0 E 0 U)"D ca C 0 M .9 W LU E 75 0 G C, o CL t6 :S E E Z E o -p r 42) > E c . �2 . _ 0 , 7r, 0- ID E 0 C') c Ca 0 '43) = ID M 0) (D - 0 4) w - 0 (D 0 Q,) 16 S, °o. 16 2 E Z (D 0 C> 0 Cc -0 mt 0) CO Z CD 0 -6 c ca C5 z 0 . >, V M 0 E 0 0 0 , 0 r-) 7a 75 'r Z CD 'S z 0 co c c M 0 Z 0 4) 0 ca w o (o m a) 0) 0 T 75 F- m co U) 0) F- Y E F- 0 Exhibit 3 Developers Agreement THE STATE OF TEXAS § COUNTY OF DENTON § DEVELOPMENT AGREEMENT This Development Agreement ( "Agreement ") is entered into by and between the CITY OF DENTON, a Texas municipal corporation of Denton County, Texas (hereinafter called the "City ") and RLB INVESTMENTS, LLC, a Texas limited liability company (hereinafter called "Developer "). WITNESSETH: WHEREAS, Developer owns property (hereinafter the "Property") within the Bains Addition Lot 1R, Block 3, located at 321 W. Hickory Street, Denton, Texas, upon which Developer proposes to build a mixed use development that includes 44 multi - family units and approximately 5,000 square feet of commercial, office and retail space (hereinafter the "Project ") as depicted in Exhibit "A" (City Planning Department Project No. FR12- 0026); and WHEREAS, a portion of the Property lies within a U.S. Federal Emergency Management Agency- designated floodplain, which limits Developer's ability to develop the Project, specifically Developer can only construct 44 of the 69 parking spaces required by the Denton Development Code ( "DDC "), as illustrated in Exhibit "A";-and WHEREAS, the City cannot issue a building permit for the Project if the parking space requirement cannot be met by the Developer; and WHEREAS, Developer has been unable to secure a parking access agreement with another parcel of land located within 300 feet of the Project as allowed by the DDC, Section 35.14.7.A.; and WHEREAS, Developer can reduce the Project's intensity so as to avoid the limitations imposed by the floodplain, however Developer does not desire to downsize his development; and WHEREAS, while the City has a plan to remove the Property out of the floodplain via a drainage improvement project that is part of the City's PEC -4 Drainage Improvement Plan, however, the portion of the drainage abutting the Property is currently unfunded, and it is unlikely that the drainage will be improved, even if funded during the next budget cycle, within the next few years; and WHEREAS, in order to proceed with the Project, the City and the Developer enter into this Agreement to allow Developer to temporarily lease spaces from the City at one of its downtown lots, in accordance with the terms and conditions herein, so that Developer can obtain a building permit, assuming all building permit requirements are met, to commence construction of the Project; and 1 NOW THEREFORE, in consideration of the mutual covenants and obligations herein, the parties agree as follows: SECTION 1. LEASE OF CITY PARKING SPACES A. The City shall lease to Developer 29 parking spaces in the City's parking lot (hereinafter "Parking Lot ") located at the northeast corner of McKinney Street and Bolivar Street as described in the legal description in Exhibit "C." The annual lease rate shall be Five Thousand Dollars and 00 /THS ($5,000.00). The first payment, and all subsequent yearly payments, shall be due no later than January 5th of each calendar year, except as provided in Section I.B. B. Prior to utilizing the parking spaces, Developer shall submit for the City's review and approval upon finding that all City requirements have been met, a parking lot plan to sealcoat existing asphalt and restripe the entire Parking Lot to determine the exact number of parking spaces in the lot. Developer shall provide the City for its approval an estimate of the cost to sealcoat existing asphalt and restripe the parking lot not to exceed Eight Thousand Five Hundred and 00 /THS ($8,500.00). The sealcoat of the existing asphalt and restriping shall be bonded and insured for a one -year warranty period. The final cost of the sealcoat of the existing asphalt and restriping shall be credited against the payment(s) due in Section I.A. Upon completion of the sealcoat existing asphalt and restriping of the Parking Lot, Developer shall notify the City so as to allow it the opportunity to inspect and approve the completed work. C. Once the City has approved the completed sealcoat existing asphalt and restriping of the Parking Lot, and if all City development requirements have been met, the City shall issue a Certificate of Occupancy to the Developer for the Project. SECTION 2. TERM The term of this Agreement shall be five (5) years from the date of execution, unless one of the events in subsections A through E occurs first. If none of the events in subsections A through E occur, then at the end of the five (5) year term, the City may choose to extend the Agreement for one additional three -year term. Such extension shall be in writing and signed by the parties. A. PEC -4 Drainage Improvements. Should the City complete the PEC -4 Drainage Improvements during the term of this Agreement so as to remove the Property out of the floodplain, the City shall send a written notice to Developer of the completed drainage improvements. Thereafter, Developer shall have 90 days after City approval of the parking permit to construct 29 additional parking spaces on the Property as illustrated in Exhibit "B ". Developer shall comply with all applicable City requirements in connection with the construction of the additional spaces. Once completed, the City shall inspect the additional spaces. If the City finds the additional spaces acceptable, the City will provide written notice of PA same. The Agreement shall then terminate on the date the City provides written notice of its approval of the additional spaces. B. Sale of City Hall West and Parking Lots. Should the City place City Hall West and its associated Parking Lot for sale, the City shall provide Developer with written notice of same. Thereafter, Developer shall have 90 days to find an alternate parking arrangement and present to the City a Parking Access Agreement that complies with the DDC. C. Establishment of a Downtown Parking Fund. Should the City establish a Downtown Parking Fund during the term of this Agreement, Developer may choose to participate in the Downtown Parking Fund to satisfy its parking deficiency. Upon satisfactory completion of the obligations required by the Downtown Parking Fund, this Agreement shall automatically terminate. D. Future DDC Amendment. Should a future DDC amendment reduce the parking space requirement to a number at or below the 44 parking spaces Developer constructed on -site at the Project location, then this Agreement shall automatically terminate. E. Developer's Voluntary Termination. Developer may be release from the terms and conditions of this contract if the parking requirements can be met at a location closer to the property that fully complies with all applicable requirements of the DDC. SECTION 3. INDEMNIFICATION DEVELOPER SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, MEMBERS OF THE CITY COUNCIL, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND CONSULTANTS (EACH PERSON DESCRIBED HEREIN CALLED AN "INDEMNIFIED PARTY" AND COLLECTIVELY, THE "INDEMNIFIED PARTIES ") AGAINST ANY AND ALL INDEMNIFIED LIABILITIES SUBJECT TO THE RESTRICTIONS IN THIS SECTION 3. IF AN INDEMNIFIED PARTY INCURS ANY INDEMNIFIED LIABILITIES, THE DEVELOPER SHALL FULLY REIMBURSE SUCH INDEMNIFIED PARTY FOR ALL SUCH INDEMNIFIED LIABILITIES INCURRED. HOWEVER, THE DEVELOPER WILL NOT BE REQUIRED TO INDEMNIFY AND /OR HOLD HARMLESS ANY INDEMNIFIED PARTY FOR ANY LOSSES OR INDEMNIFIED LIABILITIES THAT RESULT FROM THE INDEMNIFIED PARTY'S SOLE NEGLIGENCE, INTENTIONAL MISCONDUCT OR KNOWING VIOLATION OF THE LAW. TO THE EXTENT APPLICABLE, THE DEVELOPER SHALL BE SUBROGATED TO ANY CLAIMS OR RIGHTS OF THE INDEMNIFIED PARTIES AS AGAINST ANY OTHER PERSON (BUT NOT AN INDEMNIFIED PARTY) WITH RESPECT TO INDEMNIFIED LIABILITIES PAID BY THE DEVELOPER. FOR PURPOSES OF THIS SECTION 3, "INDEMNIFIED LIABILITIES" SHALL BE DEFINED TO INCLUDE ALL LOSSES INCURRED BY ANY OF THE INDEMNIFIED PARTIES THAT ARE RELATED TO, ARISE OUT OF OR ARE 3 ASSOCIATED WITH: (1) THE SEALCOAT EXISTING ASPHALT AND RESTRIPING OF THE PARKING LOT THAT IS CONTEMPLATED BY THIS AGREEMENT; (2) ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR WARRANTY MADE BY THE DEVELOPER, OR ITS AGENTS (3) ANY BREACH OR NONPERFORMANCE, PARTIAL OR TOTAL, BY DEVELOPER AND ITS AGENTS OF ANY COVENANT OR AGREEMENT OF THE DEVELOPER CONTAINED IN THIS AGREEMENT OR SUCCESSOR DEVELOPER, OR ASSIGNS ARE A PARTY OR PARTIES; (4) ANY CONDITION CREATED IN OR ABOUT THE PARKING LOT CONTEMPLATED BY THIS AGREEMENT CAUSED BY DEVELOPERS TENANTS OR TENANTS ASSOCIATES; AND (5) ANY ACCIDENT, INJURY OR PROPERTY DAMAGE BY DEVELOPERS TENANTS OCCURRING IN, AT OR UPON THE PARKING LOT CONTEMPLATED BY THIS AGREEMENT. SECTION 4. DEFAULT In the event of default by Developer in any of the terms and conditions herein stated and such default continues for a period of ten (10) days after the City notifies Developer in writing of such default, the City may exercise any and all rights and remedies available to it by law, equity, contract or otherwise, including without limitation, the right and authority to forthwith terminate this Agreement and upon such termination, all of Developer's rights hereunder shall cease and come to an end. Failure to enforce any covenant shall in no event be deemed a waiver of the right to do so thereafter. SECTION 5. VENUE AND GOVERNING LAW THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE LAWS OF THE STATE OF TEXAS APPLICABLE TO AN AGREEMENT EXECUTED, DELNERED AND PERFORMED IN THE STATE OF TEXAS. This Agreement is performable in Denton County, Texas, and venue of any action arising out of this Agreement shall be exclusively in the state district courts of Denton County, Texas. SECTION 6. NOTICES Any notice required by this Agreement shall be deemed to be properly served if deposited in the U.S. Mail by certified letter, return receipt requested, addressed to the recipient at the recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. If intended for City, to: George C. Campbell City Manager City Hall 215 E. McKinney :l If intended for the Developer, to: Lee Ramsey RLB Investments, LLC 525 loop 288 4105 Denton, Texas 76205 SECTION 7. APPLICABLE LAWS This Agreement is made subject to the provisions of the Charter and ordinances of City, as amended, and all applicable state and federal laws. All work to be performed under this Agreement shall be in accordance will all applicable laws, including without limitation all applicable licenses, permits, building codes, restrictive covenants, zoning and subdivision ordinances and flood disaster, environmental laws, the Americans with Disabilities Act, all local ordinances, and state laws. SECTION 8. LEGAL CONSTRUCTION In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. The election of the City to not exercise a right or seek a remedy at a particular time shall not be construed as a waiver or release of the City's rights, remedies, or causes of action under this Agreement or those that are available at law or in equity. SECTION 9. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. SECTION 10. CAPTIONS The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. SECTION 11. SUCCESSORS AND ASSIGNS This Agreement shall extend and inure to and be binding upon Developer and its successors and assigns, and shall not be interpreted or construed as a waiver of any rights or titles owned or held by the City related to the Parking Lot or Property. SECTION 12. NO THIRD -PARTY BENEFICIARIES OR JOINT VENTURE The City and Developer intend that this Agreement shall inure only to their benefit and shall not benefit or create any right or cause of action in or on behalf of any third -party beneficiary, or any individual or entity other than the City and Developer or any of their assigns except where such a right arises from an indemnification or hold harmless obligation which shall inure to the benefit of a proper indemnitee. Nothing contained in this Agreement or any ancillary document created as part of this Agreement is intended to create a partnership or joint venture between the City and Developer and any implication to the contrary is expressly disavowed. It is understood that this Agreement does not create a joint enterprise, nor does it 61 appoint either parry as an agent for the other for any purpose whatsoever. Neither parry shall in any way assume any liability of the other for acts of the other or obligations of the other unless specifically set forth in this Agreement or an ancillary document. SECTION 13. ENTIRE AGREEMENT This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties relating to matters contained in this Agreement and, except as otherwise provided in this Agreement, cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. The scope of this Agreement is limited to the specific obligations of the Developer set forth in Sections 1 and 2. The parties stipulate that this Agreement does not satisfy any other development obligation under law or City ordinances; particularly, it does not satisfy any applicable impact fee requirements or development exactions to construct required public infrastructure improvements, including those associated with transportation, storm sewer, water, sanitary sewer, or utilities. The parties further stipulate that with respect to the limited scope of this Agreement, the funds provided are not disproportionate to the burdens of the development. The parties stipulate that this Agreement does not constitute a permit for development under Chapter 245 of the Texas Local Government Code. EXECUTED this day of December, 2013, by the City, signing by and through its City Manager, duly authorized to executed same by Ordinance No. approved by the City Council on 2008, and by the Developer, acting through its duly authorized officers. ATTEST: Jennifer Walters, City Secretary APPROVED AS TO LEGAL FORM: Anita Burgess, City Attorney :• CITY OF DENTON, TEXAS :• George C. Campbell, City Manager RLB Investments, LLC a limited liability company By: Lee Ramsey Its: 11 woo sn 13H ,�N,M SVX31 'AiNnOD NO1N30 . XVa L9fifi 906- ZL6.3N0 Hd 5666.90fi -ZL6 fiz oSL • SV X'31 NO1N30 d0 ,UIO ❑bb B -� ON - nmL NIDU—ISID3M WUIJ 3d91 '3N1 `°JNIH33NIEJN3 NOWCO`dS3NIVS H7 1 7 w❑ u '6 >IOOId `a l lot u J /� J 1 ' S1N3W12dHdV A2iOHOIH F U 0 fx o P. Z fILI z 1N3W3321` E)NINHVd - I I r J Gel TIP II I� I II l Sp - a III W a cv 5 � _ _�� F I III -III M L 'rlt II I II h I I i I I W - - ea w C-, Z fILI C�=7 Q 0 0 0 0 Q LL W a z 1N3W3321` E)NINHVd -z I I r J Gel C�=7 Q 0 0 0 0 Q LL W a z 1N3W3321` E)NINHVd w a I I r J Gel N II I� I II l O M. AIRIHX3 ���� vii 5 � _ _�� 1 I ° 1. I III -III M L 'rlt II I II h I I i I I ea w C�=7 Q 0 0 0 0 Q LL W a . 2 $, °a: w i Cdr z 1� I I I r J Gel I II I� I II l I ____ II - 91I II ' 1 l 1 I ° 1. 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C11 . y DENTON .. . ........ ..... CTF P, � im; in g D-Tj pa f trnt'�!!z - Gs S Parcels 0 20 40 so- -. I I I I Exhibit 5 Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A DEVELOPERS AGREEMENT WITH RLB INVESTMENTS, LLC TO ALLOW THE DEVELOPER TO TEMPORARILY LEASE PARKING SPACES FROM THE CITY AT THE DOWNTOWN LOT, LOCATED AT THE NORTHEAST CORNER OF BOLIVAR STREET AND MCKINNEY STREET; PROVIDING A DEFAULT AND INDEMNIFICATION CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Developer owns property within the Bains Addition Lot 1 R, Block 3, located at 321 W. Hickory Street, Denton, Texas, upon which Developer proposes to build a mixed use development that includes 44 multi - family units and approximately 5,000 square feet of commercial, office and retail space; and WHEREAS, a portion of the Property lies within a U.S. Federal Emergency Management Agency- designated floodplain, which limits Developer's ability to develop the Project, specifically Developer can only construct 44 of the 69 parking spaces required by the Denton Development Code ( "DDC "); and WHEREAS, the City cannot issue a building permit for the Project if the parking space requirement cannot be met by the Developer; and WHEREAS, Developer has been unable to secure a parking access agreement with another parcel of land located within 300 feet of the Project as allowed by the DDC, Section 35.14.7.A.; and WHEREAS, Developer can reduce the Project's intensity so as to avoid the limitations imposed by the floodplain, however Developer does not desire to downsize his development; and WHEREAS, while the City has a plan to remove the Property out of the floodplain via a drainage improvement project that is part of the City's PEC -4 Drainage Improvement Plan, however, the portion of the drainage abutting the Property is currently unfunded, and it is unlikely that the drainage will be improved, even if funded during the next budget cycle, within the next few years; and WHEREAS, in order to proceed with the Project, the City and the Developer enter into this Agreement to allow Developer to temporarily lease spaces from the City at one of its downtown lots, in accordance with the terms and conditions herein, so that Developer can obtain a building permit, assuming all building permit requirements are met, to commence construction of the Project; and NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: s:Alegal \our documents \ordinances \14 \development agreement ordinance re lee ramsey.docx SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. The attached development agreement relating to the temporary lease of parking spaces from the City at the downtown lot, located at the northeast corner of Bolivar Street and McKinney Street SECTION 3. The City Manager is hereby delegated authority to execute the attached development agreement on behalf of the City of Denton, Texas. SECTION 4. This ordinance shall become effective immediately upon passage and approval. PASSED AND APPROVED this, the 4t" day of March, 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ,.Cti• �r,'v. °� Page 2 sAlegal\ our documents \contracts \I4 \lee ramsey development agreement -clean version.docx THE STATE OF TEXAS § COUNTY OF DENTON § DEVELOPMENT AGREEMENT This Development Agreement ( "Agreement ") is entered into by and between the CITY OF DENTON, a Texas municipal corporation of Denton County, Texas (hereinafter called the "City ") and RLB INVESTMENTS, LLC, a Texas limited liability company (hereinafter called "Developer "). WITNESSETH: WHEREAS, Developer owns property (hereinafter the "Property ") within the Bains Addition Lot 1R, Block 3, located at 321 W. Hickory Street, Denton, Texas, upon which Developer proposes to build a mixed use development that includes 44 multi- family units and approximately 5,000 square feet of commercial, office and retail space (hereinafter the "Project ") as depicted in Exhibit "A" (City Planning Department Project No. FR12- 0026); and WHEREAS, a portion of the Property lies within a U.S. Federal Emergency Management Agency- designated floodplain, which limits Developer's ability to develop the Project, specifically Developer can only construct 44 of the 69 parking spaces required by the Denton Development Code ( "DDC "), as illustrated in Exhibit "A "; and WHEREAS, the City cannot issue a building permit for the Project if the parking space requirement cannot be met by the Developer; and WHEREAS, Developer has been unable to secure a parking access agreement with another parcel of land located within 300 feet of the Project as allowed by the DDC, Section 35.14.7.A.; and WHEREAS, Developer can reduce the Project's intensity so as to avoid the limitations imposed by the floodplain, however Developer does not desire to downsize his development; and WHEREAS, while the City has a plan to remove the Property out of the floodplain via a drainage improvement project that is part of the City's PEC -4 Drainage Improvement Plan, however, the portion of the drainage abutting the Property is currently unfunded, and it is unlikely that the drainage will be improved, even if funded during the next budget cycle, within the next few years; and WHEREAS, in order to proceed with the Project, the City and the Developer enter into this Agreement to allow Developer to temporarily lease spaces from the City at one of its downtown lots, in accordance with the terms and conditions herein, so that Developer can obtain a building permit, assuming all building permit requirements are met, to commence construction of the Project; sAlegal \our documents \contracts \14 \1ee ramsey development agreement -clean version.doex NOW, THEREFORE, in consideration of the mutual covenants and obligations herein, the parties agree as follows: SECTION 1. LEASE OF CITY PARKING SPACES A. The City shall lease to Developer 25 parking spaces in the City's parking lot (hereinafter "Parking Lot ") located at the northeast corner of McKinney Street and Bolivar Street as described in the legal description in Exhibit "C." The annual lease rate shall be Five Thousand Dollars and 00 /THS ($5,000.00). The first payment, and all subsequent yearly payments, shall be due no later than January 5t" of each calendar year, except as provided in Section 1.13. B. Prior to utilizing the parking spaces, Developer shall submit for the City's review and approval upon finding that all City requirements have been met, a parking lot plan to sealcoat existing asphalt and restripe the entire Parking Lot to determine the exact number of parking spaces in the lot. Developer shall provide the City for its approval an estimate of the cost to sealcoat existing asphalt and restripe the parking lot not to exceed Eight Thousand Five Hundred and 00 /THS ($8,500.00). The sealcoat of the existing asphalt and restriping shall be bonded and insured for a one -year warranty period. The final cost of the sealcoat of the existing asphalt and restriping shall be credited against the payment(s) due in Section I.A. Upon completion of the sealcoat existing asphalt and restriping of the Parking Lot, Developer shall notify the City so as to allow it the opportunity to inspect and approve the completed work. C. Once the City has approved the completed sealcoat existing asphalt and restriping of the Parking Lot, and if all City development requirements have been met, the City shall issue a Certificate of Occupancy to the Developer for the Project. SECTION 2. TERM The term of this Agreement shall be five (5) years from the date of execution, unless one of the events in subsections A through E occurs first. If none of the events in subsections A through E occur, then at the end of the five (5) year term, the City may choose to extend the Agreement for one additional three -year term. Such extension shall be in writing and signed by the parties. A. PEC -4 Drainage Improvements. Should the City complete the PEC -4 Drainage Improvements during the term of this Agreement so as to remove the Property out of the floodplain, the City shall send a written notice to Developer of the completed drainage improvements. Thereafter, Developer shall have 90 days after City approval of the parking permit to construct 25 additional parking spaces on the Property as illustrated in Exhibit "B ". Developer shall comply with all applicable City requirements in connection with the construction of the additional spaces. Once completed, the City shall inspect the additional spaces. If the City finds the additional spaces acceptable, the City will provide written notice of 2 sAlegal \our documents \contracts \14 \1ee ramsey development agreement -clean version.doex same. The Agreement shall then terminate on the date the City provides written notice of its approval of the additional spaces. B. Sale of City Hall West and Parking Lots. Should the City place City Hall West and its associated Parking Lot for sale, the City shall provide Developer with written notice of same. Thereafter, Developer shall have 90 days to find an alternate parking arrangement and present to the City a Parking Access Agreement that complies with the DDC. C. Establishment of a Downtown Parking Fund. Should the City establish a Downtown Parking Fund during the term of this Agreement, Developer may choose to participate in the Downtown Parking Fund to satisfy its parking deficiency. Upon satisfactory completion of the obligations required by the Downtown Parking Fund, this Agreement shall automatically terminate. D. Future DDC Amendment. Should a future DDC amendment reduce the parking space requirement to a number at or below the 44 parking spaces Developer constructed on -site at the Project location, then this Agreement shall automatically terminate. E. Voluntary Termination by Developer. Developer may be release from the terms and conditions of this contract if the parking requirements can be met at a location closer to the property that fully complies with all applicable requirements of the DDC. SECTION 3. INDEMNIFICATION DEVELOPER SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, MEMBERS OF THE CITY COUNCIL, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND CONSULTANTS (EACH PERSON DESCRIBED HEREIN CALLED AN "INDEMNIFIED PARTY" AND COLLECTIVELY, THE "INDEMNIFIED PARTIES ") AGAINST ANY AND ALL INDEMNIFIED LIABILITIES SUBJECT TO THE RESTRICTIONS IN THIS SECTION 3. IF AN INDEMNIFIED PARTY INCURS ANY INDEMNIFIED LIABILITIES, THE DEVELOPER SHALL FULLY REIMBURSE SUCH INDEMNIFIED PARTY FOR ALL SUCH INDEMNIFIED LIABILITIES INCURRED. HOWEVER, THE DEVELOPER WILL NOT BE REQUIRED TO INDEMNIFY AND /OR HOLD HARMLESS ANY INDEMNIFIED PARTY FOR ANY LOSSES OR INDEMNIFIED LIABILITIES THAT RESULT FROM THE INDEMNIFIED PARTY'S SOLE NEGLIGENCE, INTENTIONAL MISCONDUCT OR KNOWING VIOLATION OF THE LAW. TO THE EXTENT APPLICABLE, THE DEVELOPER SHALL BE SUBROGATED TO ANY CLAIMS OR RIGHTS OF THE INDEMNIFIED PARTIES AS AGAINST ANY OTHER PERSON (BUT NOT AN INDEMNIFIED PARTY) WITH RESPECT TO INDEMNIFIED LIABILITIES PAID BY THE DEVELOPER. FOR PURPOSES OF THIS SECTION 3, "INDEMNIFIED LIABILITIES" SHALL BE DEFINED TO INCLUDE ALL LOSSES INCURRED BY ANY OF THE INDEMNIFIED PARTIES THAT ARE RELATED TO, ARISE OUT OF OR ARE ASSOCIATED WITH: (1) THE SEALCOAT EXISTING ASPHALT AND RESTRIPING OF 3 s:\legal \our documents \contracts \14 \lee ramsey development agreement -clean version.docx THE PARKING LOT THAT IS CONTEMPLATED BY THIS AGREEMENT; (2) ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR WARRANTY MADE BY THE DEVELOPER, OR ITS AGENTS; (3) ANY BREACH OR NONPERFORMANCE, PARTIAL OR TOTAL, BY DEVELOPER AND ITS AGENTS OF ANY COVENANT OR AGREEMENT OF THE DEVELOPER CONTAINED IN THIS AGREEMENT OR SUCCESSOR DEVELOPER, OR ASSIGNS ARE A PARTY OR PARTIES; (4) ANY CONDITION CREATED IN OR ABOUT THE PARKING LOT CONTEMPLATED BY THIS AGREEMENT CAUSED BY DEVELOPER'S TENANTS OR TENANTS ASSOCIATES; AND (5) ANY ACCIDENT, INJURY OR PROPERTY DAMAGE BY DEVELOPER'S TENANTS OCCURRING IN, AT OR UPON THE PARKING LOT CONTEMPLATED BY THIS AGREEMENT. SECTION 4. DEFAULT In the event of default by Developer in any of the terms and conditions herein stated and such default continues for a period of ten (10) days after the City notifies Developer in writing of such default, the City may exercise any and all rights and remedies available to it by law, equity, contract or otherwise, including without limitation, the right and authority to forthwith terminate this Agreement and upon such termination, all of Developer's rights hereunder shall cease and come to an end. Failure to enforce any covenant shall in no event be deemed a waiver of the right to do so thereafter. SECTION 5. VENUE AND GOVERNING LAW THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE LAWS OF THE STATE OF TEXAS APPLICABLE TO AN AGREEMENT EXECUTED, DELNERED AND PERFORMED IN THE STATE OF TEXAS. This Agreement is performable in Denton County, Texas, and venue of any action arising out of this Agreement shall be exclusively in the state district courts of Denton County, Texas. SECTION 6. NOTICES Any notice required by this Agreement shall be deemed to be properly served if deposited in the U.S. Mail by certified letter, return receipt requested, addressed to the recipient at the recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. If intended for City, to: George C. Campbell City Manager City Hall 215 E. McKinney Denton, Texas 76201 M If intended for the Developer, to: Lee Ramsey RLB Investments, LLC 525 Loop 288 #105 Denton, Texas 76205 s:Alegal\our documents \contracts\14 \1ee ramsey development agreement -clean version.doex SECTION 7. APPLICABLE LAWS This Agreement is made subject to the provisions of the Charter and ordinances of City, as amended, and all applicable state and federal laws. All work to be performed under this Agreement shall be in accordance will all applicable laws, including without limitation all applicable licenses, permits, building codes, restrictive covenants, zoning and subdivision ordinances and flood disaster, environmental laws, the Americans with Disabilities Act, all local ordinances, and state laws. SECTION 8. LEGAL CONSTRUCTION In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. The election of the City to not exercise a right or seek a remedy at a particular time shall not be construed as a waiver or release of the City's rights, remedies, or causes of action under this Agreement or those that are available at law or in equity. SECTION 9. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. SECTION 10. CAPTIONS The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. SECTION 11. SUCCESSORS AND ASSIGNS This Agreement shall extend and inure to and be binding upon Developer and its successors and assigns, and shall not be interpreted or construed as a waiver of any rights or titles owned or held by the City related to the Parking Lot or Property. SECTION 12. NO THIRD -PARTY BENEFICIARIES OR JOINT VENTURE The City and Developer intend that this Agreement shall inure only to their benefit and shall not benefit or create any right or cause of action in or on behalf of any third -party beneficiary, or any individual or entity other than the City and Developer or any of their assigns except where such a right arises from an indemnification or hold harmless obligation which shall inure to the benefit of a proper indemnitee. Nothing contained in this Agreement or any ancillary document created as part of this Agreement is intended to create a partnership or joint venture between the City and Developer and any implication to the contrary is expressly disavowed. It is understood that this Agreement does not create a joint enterprise, nor does it appoint either party as an agent for the other for any purpose whatsoever. Neither party shall in 5 sAlegal \our d0cuments \c0ntracts \14 \1ee ramsey development agreement -clean version.docx any way assume any liability of the other for acts of the other or obligations of the other unless specifically set forth in this Agreement or an ancillary document. SECTION 13. ENTIRE AGREEMENT This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties relating to matters contained in this Agreement and, except as otherwise provided in this Agreement, cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. The scope of this Agreement is limited to the specific obligations of the Developer set forth in Sections 1 and 2. The parties stipulate that this Agreement does not satisfy any other development obligation under law or City ordinances; particularly, it does not satisfy any applicable impact fee requirements or development exactions to construct required public infrastructure improvements, including those associated with transportation, storm sewer, water, sanitary sewer, or utilities. The parties further stipulate that with respect to the limited scope of this Agreement, the funds provided are not disproportionate to the burdens of the development. The parties stipulate that this Agreement does not constitute a permit for development under Chapter 245 of the Texas Local Government Code. EXECUTED this day of March, 2014, by the City, signing by and through its City Manager, duly authorized to execute same by Ordinance No. approved by the City Council on March 4, 2014, and by the Developer, acting through its duly authorized officers. CITY OF DENTON, TEXAS M. ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY nam GEORGE C. CAMPBELL, CITY MANAGER RLB INVESTMENTS, LLC A TEXAS LIMITED LIABILITY COMPANY BY: LEE RAMSEY ITS: woo sn 13H ,�N,M SVX31 'AiNnOD NO1N30 . XVa L9fifi 906- ZL6.3N0 Hd 5666.90fi -ZL6 fiz oSL • SV X'31 NO1N30 d0 ,UIO ❑bb B -� ON - nmL NIDU—ISID3M WUIJ 3d91 '3N1 `°JNIH33NIEJN3 NOWCO`dS3NIVS H7 1 7 w❑ u '6 >IOOId `a l lot u J /� J 1 ' S1N3W12dHdV A2iOHOIH F U 0 fx o P. Z fILI z 1N3W3321` E)NINHVd - I I r J Gel TIP II I� I II l Sp - a III W a cv 5 � _ _�� F I III -III M L 'rlt II I II h I I i I I W - - ea w C-, Z fILI C�=7 Q 0 0 0 0 Q LL W a z 1N3W3321` E)NINHVd -z I I r J Gel C�=7 Q 0 0 0 0 Q LL W a z 1N3W3321` E)NINHVd w a I I r J Gel N II I� I II l O M. AIRIHX3 ���� vii 5 � _ _�� 1 I ° 1. I III -III M L 'rlt II I II h I I i I I ea w C�=7 Q 0 0 0 0 Q LL W a . 2 $, °a: w i Cdr z 1� I I I r J Gel I II I� I II l I ____ II - 91I II ' 1 l 1 I ° 1. 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U) 0) F- �e F- F- 0 E �z Lu :> N E2 -1 ZSICc) sAlegal \our documents \miscellaneous \14 \ais 2nd extension of standstill agreement.dOc Consent Agenda H AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Legal Department ACM: Anita Burgess, City Attorney SUBJECT: Consider an ordinance of the City of Denton, Texas amending Ordinance Nos. 2013 -330 and 2014 -040 to extend a "Standstill Agreement' between the City of Denton, Texas and Eagleridge Operating, LLC until midnight on May 6, 2014 with regard to certain disputes and issues over gas drilling in the City to allow the parties an opportunity to engage in global settlement negotiations as it concerns unresolved issues between them; and providing for an effective date. RECOMMENDATION: The extension of this Standstill Agreement will be discussed in closed session. . L L4.% S am hj Anita Burgess Attachment: Ordinance sAlegal \our documents \ordinances \1 4 \standstill 2nd amended ordinance.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING ORDINANCE NOS. 2013 -330 AND 2014 -040 TO EXTEND A "STANDSTILL AGREEMENT" BETWEEN THE CITY OF DENTON, TEXAS AND EAGLERIDGE OPERATING, LLC UNTIL MIDNIGHT ON MAY 6, 2014 WITH REGARD TO CERTAIN DISPUTES AND ISSUES OVER GAS DRILLING IN THE CITY TO ALLOW THE PARTIES AN OPPORTUNITY TO ENGAGE IN GLOBAL SETTLEMENT NEGOTIATIONS AS IT CONCERNS UNRESOLVED ISSUES BETWEEN THEM; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City enacted a "Standstill Agreement" between the City and EagleRidge Operating, LLC until midnight on January 31, 2014 pursuant to Ordinance No. 2013 -330 to address certain disputes which have arisen between the City of Denton and EagleRidge Operating LLC as it concerns gas drilling in the corporate limits of the City; and WHEREAS, the City extended the "Standstill Agreement" pursuant to Ordinance No. 2014 -040 on February 4, 2014, retroactive to 11:59 p.m., January 31, 2014; and WHEREAS, the parties deem it in their respective best interests to extend said Agreement to continue to attempt to negotiate the disputes between them; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The preambles above are incorporated in this Ordinance as though set forth in full. SECTION 2. The City Council of the City of Denton hereby amends Ordinance Nos. 2013 -330 and 2014 -040 to extend the "Standstill Agreement" to midnight on May 6, 2014 and authorizes the City Manager to execute the extension to the "Standstill Agreement" attached hereto as Exhibit "A." SECTION 3. This Ordinance is effective immediately. PASSED AND APPROVED this the day of , 2014 MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY s: \legal \our documents \ordinances \14 \standsti112nd amended ordinance.doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: * � Imo► t , .c Page 1 s: \legal \our documents \ordinances \14 \standstill 2nd amended ordinance.doc Exhibit A Extension to Standstill Agreement The Standstill Agreement between the City of Denton and EagleRidge Operating LLC, signed on November 22, 2013 and approved by Ordinance No. 2013 -330, and extended by Ordinance No. 2014 -040, is hereby amended to extend the standstill period to midnight, May 6, 2014. Agreed to this the day of fC,dtu,,g1z- 2014, by the undersigned officers acting on behalf of their respective legal entities. EAGLERIDGE OPERATING, LLC, as Operator and on behalf of EAGLERIDGE ENERGY, LLC By: Mark L. Grawe, Chief Operating Officer and Executive Vice President, EagleRidge Operating, LLC THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the � 7 * day of 2014, by Mark L. Grawe, as Chief Operating Officer and Executive Vice President, EagleRidge Operating, LLC, as Operator and on behalf of EagleRidge Energy, LLC. r LINDAHOLLEY Tgofar3rPublic, State of Texas *' MY COMMISSION EXPIRES kh, • 080r W8, 2011 Page 2 sAlegal \our documents \ordinances \14 \standstill 2nd amended ordinance.doc THE CITY OF DENTON, TEXAS George C. Campbell, City Manager THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the day of , 2014, by George C. Campbell as City Manager on behalf of the City of Denton, Texas, pursuant to delegated authority specifically conferred by Ordinance No. 2014- of the City of Denton, Texas. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY C Page 3 Notary Public, State of Texas \ \C0DAD \Departments \Lega1\0ur Documents \Miscellaneous \14 \AIS Credit Access Businesses Amendment.doc Consent Agenda I AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Legal Department CA: Anita Burgess, City Attorney SUBJECT: Consider adoption of an ordinance clarifying by amendment the penalty provisions of Ordinance No. 2013 -073, relating to credit access businesses; providing for severability; and establishing an effective date for the amended ordinance. BACKGROUND: City Council passed Ordinance No. 2013 -073 on March 19, 2013 regarding credit access businesses. A question has arisen about whether the penalty clause in Section 3 of Ordinance 2013 -073 could be read to authorize prosecution of borrowers, contrary to intent. The attached ordinance is to clarify the penalty provisions of Ordinance No. 2013 -073. OPTIONS: Approve, deny, or postpone the action. RECOMMENDATION: Staff recommends approval of this Ordinance. sAlegal\our documents \ordinances \14 \credit access business anrendment.doc ORDINANCE NO. AN ORDINANCE CLARIFYING BY AMENDMENT THE PENALTY PROVISIONS OF ORDINANCE NO. 2013 -073, RELATING TO CREDIT ACCESS BUSINESSES; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE FOR THE AMENDED ORDINANCE. WHEREAS, the City Council of the City of Denton, Texas passed Ordinance No. 2013- 073 on March 19, 2013 regarding credit access businesses; and WHEREAS, a question has arisen about whether the penalty clause in Section 3 of Ordinance 2013 -073 could be read to authorize prosecution of borrowers, contrary to intent; and WHEREAS, the Council of the City of Denton, Texas wishes to clarify Ordinance 2013- 073 by amendment, to preclude any possibility of prosecuting borrowers, as this ordinance was clearly intended to protect consumers from predatory lending practices, and was never intended to provide for the prosecution of such borrowers; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ARTICLE 1. Section 3 "Violations; Penalty" of Ordinance No. 2013 -073 is hereby amended to read as follows: SECTION 3. Violations; Penalty. a) A Person, other than a Consumer, who knowingly violates a provision of this ordinance, or who fails to perform an act required of such Person, other than a Consumer, by this ordinance, commits an offense. A Person, other than a Consumer, commits a separate offense each day or portion of a day during which a violation is committed, permitted, or continued. b) An offense under this ordinance is punishable by a fine of not more than $500, if committed by a Person other than a Consumer. c) The penalties provide for in Subsection (b) are in addition to any other enforcement remedies that the City may have under City ordinances and state law. ARTICLE 2. This Ordinance amends Ordinance No. 2013 -073 and repeals any provision of that ordinance, or any other, in conflict herewith, as of its effective date. All other provisions not explicitly amended herein shall continue in force and effect. ARTICLE 3. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance; in Ordinance 2013 -073, as herein amended; or if any 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, or Ordinance 2013 -073 as herein amended, and the City Council of the City of Denton, Texas hereby declares that it would have enacted such remaining portions despite any such invalidity. ARTICLE 4. This penal Ordinance, as herein amended, 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 , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORIVI: ANITA BURGESS, CITY ATTORNEY,,f Page 2 Individual Item A AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Engineering Services ACM: Jon Fortune, 349 -8635 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 a 2.115 acre tract; and (ii) a slope easement, encumbering a 0.202 acre tract, for the public use of expanding and improving Mayhill Road, a municipal street and roadway; generally located in the 500 block of North Mayhill Road, each affected tract located in the M.E.P. & P.R.R. Company Survey, Abstract No. 927, City of Denton, Denton County, Texas, as more particularly described on "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 therefore; making findings; providing a savings clause; and providing an effective date. (Parcel M070 551Mayhill Joint Venture - Mayhill Road Widening and Improvements project) BACKGROUND Ongoing negotiations with the affected property owner for the subject land rights necessary for the Mayhill Road Widening and Improvements have reached an impasse. 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. 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 — Ordinance No. 2012 -230, Offer to Purchase (9- 11 -12) City Council — Ordinance No. 2013- 036, Final Offer to Purchase (2- 05 -13) FISCAL INFORMATION The overall Mayhill Road Widening and Improvements project is being funded with a combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road Improvement Program (TRIP `08) funds and City of Denton local match funds. The overall costs for the Property Interests 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, John T. Davis, P.E. Director, Engineering Services Prepared by, Paul H. Williamson Real Estate & Capital Support Manager j HOLLAND D.P.S. 00 C\� FEMA n 0 0 N z Russell Newnan Blvd. 551 Mayhill joint Venture1 Property Location MARKET ST. MILLS oNO F Mc O o /NNF y RYAN w HIGH wHOOL C/i QL v� J � Q U F � M � Location Map 551 Mayhill Joint Venture Parcel M070 EXHIBIT 1- attachment toAIS Mayhill Road Widening and Improvements EXHIBIT 2 - attachment to AIS s: \legal \our documents \ordinances \14 \551 mayhill ed ordinance.docx 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 A 2.115 ACRE TRACT; AND (II) A SLOPE EASEMENT, ENCUMBERING A 0.202 ACRE TRACT, FOR THE PUBLIC USE OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND ROADWAY; GENERALLY LOCATED IN THE 500 BLOCK OF NORTH MAYHILL ROAD, EACH AFFECTED TRACT LOCATED IN THE M.E.P. & P.R.R. COMPANY SURVEY, ABSTRACT NO. 927, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON "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 THEREFORE; 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 Mayhill Road affecting, among other lands and interests, the Property Interests; WHEREAS, the widening and expansion of Mayhill Road constitutes a valid public use of the City and its citizens; WHEREAS, the City made a written Initial Offer (herein so called) 551 Mayhill Joint Venture, a Texas joint venture, the owner of the Property Interests ( "Owner ") on September 21, 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 City made a written Final Offer (herein so called) to the Owner of the Property Interests on or before September 12, 2013, said date being after the thirtieth (30t) 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; EXHIBIT 2 - attachment to AIS s: \legal \our documents \ordinances \14 \551 mayhill ed ordinance.docx 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; and (b) Slope 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 did not agree 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, as required by Subchapter C, Chapter 551, of the Texas Government Code, in addition to other information, as required by that subchapter, 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 domain (i) fee simple to a 2.115 acre tract; and (ii) a slope easement, encumbering a 0.202 acre tract, for the public use of expanding and improving Mayhill Road, a municipal street and roadway; generally located in the 500 block of North Mayhill Road, each affected tract located in the M.E.P. & P.R.R. Company Survey, Abstract No. 927, City of Denton, Denton County, Texas, as more particularly described on "Exhibit "A ", to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the public use of expanding and improving Mayhill Road, a municipal street and roadway in the City of Denton, Texas "; and WHEREAS, after due consideration of the public interests to be furthered by the public use of expanding and improving Mayhill Road, a municipal street and roadway. NOW, THEREFORE, 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 Mayhill Road and that a public use and necessity exists to expand and improve the City of Denton landfill 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, (i) fee simple to a 2.115 acre tract; and (ii) a slope easement, encumbering a 0.202 acre tract, for the public use of expanding and improving Mayhill Road, a municipal street and roadway; generally located in the 500 block of North Mayhill Road, each affected tract located in the M.E.P. & P.R.R. Company Survey, Abstract No. 927, City of Denton, Denton County, Texas, as more EXHIBIT 2 - attachment to AIS s: \legal \our documents \ordinances \14 \551 mayhill ed ordinance.dou particularly described on "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. PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY LIM EXHIBIT 2 - attachment to AIS s: \legal \our documents \ordinances \14 \551 mayhill ed ordinance.docx APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: _ I A= EXHIBIT 2 - attachment to AIS EXHIBIT "A" - to. Ordinance (Property Interests) Arthur Surveying Co., Inc. .jxofessXOx�� 3 X_a a d �ixx veyoxs P.O. Box 54 -- Lewisville, Texas 75067 Office: (972) 221 -9439 -- Fax: (972) 221 -4675 EXHIBIT "A" MAYRILL ROAD PARCEL M070 2.115 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. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005 -6231, Official Public Records, Denton County, Texas (O.P.R.D.C.T,), and being more particularly described as follows: BEGINNING at a "PK" Nail found in Mayhill Road for the northeast corner of said 551 Mayhill Joint Venture Tract, same point being in the west line of a tract of land described by deed to John Ray, recorded under Instrument Number 2006 - 91931, O.P.R.D.C.T.; THENCE South 01 degrees 36 minutes 28 seconds West, with Mayhill Road and the east line of said 551 Mayhill Joint Venture tract, a distance of 817.93 feet to a "PK' Nail set in Mayhill Road for the southeast corner of said 551 Mayhill Joint Venture tract, same point being in the west line of a tract of land described by deed to Jherrie Logan, recorded under County Clerk's File Number 95- 53881, Real Property Records, Denton County, Texas (R.P.R.D.C,T,); THENCE South 89 degrees 52 minutes 21 seconds West, with the south line of said 551 Mayhill Joint Venture tract, a distance of 111.41 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner in the south line of said 551 Mayhill Joint Venture tract and the north line of a tract of land described by deed to George A. Calhoun and wife, Jannet D. Calhoun, recorded under County Clerk's File Number 99 -9674, R.P.R.D.C,T.; THENCE North 01 degrees 25 minutes 36 seconds East, over and across said 551 Maybill Joint Venture tract, a distance of 817.87 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said 551 Mayhill Joint Venture tract and the south line of the, "South Tract" described by deed to Martino Realty Ltd., Partnership, recorded under Instrument Number 2005- 143880; THENCE North 89 degrees 52 minutes 44 seconds East, with the north line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty tract, a distance of 114.00 feet to the POINT OF BEGINNING and containing 2.115 acres of land, of which 0.399 acres existing Mayhill Road. OF NPn rw SELL u F C1107131 -31 Parcel M070 EXHIBIT 2 - attachment to AIS EXHIBIT "A" - to Ordinance (Property Interests) Martino Realty, Ltd. Partnership lnstr. No, 2005 - 143880 "South Tract" S89'52'44'•W I.R.F. 897.41' N89e52', (C.M.) O—.___ 114.0 .. t j I j Plan It Storage, LLC Implied Dedication inatr. No. 2012 -26369 16' Pubitc,thilit y Easement- ------c(--'- — — — Instr. No. 2012 -55513 r Emergencyy Access, Utility �J Firelone & Drainage Easement j Instr. No. 2012-55515 ! i` 30' Drolnoge Eosement Instr. No. 2012 -55514 .� co) - - -- -- - -_J WI i 551 Mayhill Joint Venture m Instr. No. 2005 -6231 N! (remat�er) e Co. 97,1 ti zj S8952'21 "W S89'52'21 "W 121.64' 828,0,4 ; 1. R. F. I. R.S� 1. R. F. t (C.M.) t 111.411 Voanie Ceorga Qeorge x Calhoun & lnstr. No, 2007- 134977 e, Janet D. calhou� C.C. Fne Na 99 -9674 t 1 EXHIBIT "B" Mayhill Road Parcel M070 2.115 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas --2012— John Ray lnatr. No. 2006 -9193t Nall d (C.M.) IQ � NN W � 1 b Naybin Paint & Body Shop 1_ 5 Vol. 2061, Pg. 60B R i N U 200 0 100 200 SCALE: V=200' Bearings shown hereon based on the City of Denton GIS Network. NOTES: • I.R.F. = 1/2" Iron Rod Found • I.R.S. = 1 /2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. • Easements recorded in Vol. 197, Pg. 6 & Vol. 264, Pg. 151 as assigned in Vol. 756, Pg: 669 do not affect this tract to the best of my knowledge. • Easement recorded under Instrument No. 2006 - 131887, does not affect the subject tract. New Right -of -way 1.716 ac. (74,744 sq. ft.) Existing Implied Dedication 0.399 ac. (17,397 sq. ft.) 2.115 Acres (92,141 sq. fi,). " Nall Parcel M070 Jharria Lo-an C.C. Fa. No. 86 -63881 / v �, \` SURVEYORS CERTIFICATION: The undersigned does hereby certify to Titlo Resources (O.P. No. 102455) that this survey wes this day made on tho ground of the property legally down'bed hereon and Is correct, and to the best of myknowledge, there are no visible discrepancies, conflicts, shortage-, in area, boundary line conflicts, eaeroachmonts, overlapping oflmprovemonts, eascratats or.r(ghts of way that I have been advised of except as shown bercon. rthur Surveying Co., Inc. professional Land Srxrveyozs P.O.Box 54 – Levrisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 -4675 Established 1986 I 1� d j� Implied Dedication i N U 200 0 100 200 SCALE: V=200' Bearings shown hereon based on the City of Denton GIS Network. NOTES: • I.R.F. = 1/2" Iron Rod Found • I.R.S. = 1 /2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. • Easements recorded in Vol. 197, Pg. 6 & Vol. 264, Pg. 151 as assigned in Vol. 756, Pg: 669 do not affect this tract to the best of my knowledge. • Easement recorded under Instrument No. 2006 - 131887, does not affect the subject tract. New Right -of -way 1.716 ac. (74,744 sq. ft.) Existing Implied Dedication 0.399 ac. (17,397 sq. ft.) 2.115 Acres (92,141 sq. fi,). " Nall Parcel M070 Jharria Lo-an C.C. Fa. No. 86 -63881 / v �, \` SURVEYORS CERTIFICATION: The undersigned does hereby certify to Titlo Resources (O.P. No. 102455) that this survey wes this day made on tho ground of the property legally down'bed hereon and Is correct, and to the best of myknowledge, there are no visible discrepancies, conflicts, shortage-, in area, boundary line conflicts, eaeroachmonts, overlapping oflmprovemonts, eascratats or.r(ghts of way that I have been advised of except as shown bercon. rthur Surveying Co., Inc. professional Land Srxrveyozs P.O.Box 54 – Levrisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 -4675 Established 1986 EXHIBIT 2 - attachment to AIS EXHIBIT "A" - to Ordinance (Property Interests) Arthur Surveying Co., Inc. .;�x-ofesszon�.X ��.d Sazz-rr�yoxs P.O. Box 54 — Lewisville, Texas 75067 Office: (972) 221 -9439 •-- Fax: (972) 221 -4675 EXHIBIT "A" SLOPE EASEMENT 0.202 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. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005 -6231, Official Public Records, Denton County, Texas (O.P.R.D.C.T), and being more particularly described as follows: COMMENCING at a "PK" Nail found in Mayhill Road for the northeast corner of said 551 Mayhill Joint Venture Tract, same point being in the west line of a tract of land described by deed to John Ray, recorded under Instrument Number 2006 - 91931, O.P.R.D.C.T.; THENCE South 89 degrees 52 minutes 44 seconds West, with the north line of said 551 Mayhill Joint Venture tract, a distance of 114.00 feet to the POINT OF BEGINNING, same point being in the south line of the "South Tract "described by deed to Martino Realty Ltd., Partnership, recorded under Instrument Number 2005 - 143880, O.P.R.D.C.T.; THENCE South 01 degrees 25 minutes 36 seconds West, over and across said 551 Mayhill Joint Venture tract, a distance of 3 93.8 8 feet to a point for corner; THENCE North 88 degree 34 minutes 24 seconds West, over and across said 551 Mayhill Joint Venture tract, a distance of 10.00 feet to a point for corner; THENCE North 02 degrees 23 minutes 15 seconds West, over and across said 551 Mayhill Joint Venture tract, a. distance of 300.67 feet to a point for corner, THENCE North 01 degrees 25 minutes 36 seconds East, over and across said 551 Mayhill Joint Venture tract, a distance of 93.07 feet to a point for corner in the north line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty tract; THENCE North 89 degrees 52 minutes 44 seconds East, with the north line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty tract, a distance of 30.01 feet to the POINT OF BEGINNING and containing 0.202 acres of land. � O 8 qfi it�i M. RU55ElL., ,0— 53135 I C1107131 -31 Parcel M070 -PSE � to, EXHI t T 2 - attachment to AIS EXHIBIT "A" - to Ordinance (Property Interes Martino Realty, Ltd. Partnership I I Sohn Rai' ' Tnstr. No 2006- 143880 I i Inatr. No. 2006 -91931 'South Tract" I S89'52'44 "W NW - 8 i a " ( E I.R.F. 867.40' (C.M.) 30.0 —1 ' I t "PK" Nall FouS-9?-w nd (C.M.) 14 00 t -p 0.202 Acre �.� j P. 0. B.' Slope Easement t } Plan It Storage, LLC (8,804 sq, ft.) lnstr. No. 2012 -25389 t 76' Public Utility Easement — � — • � ' Instr. No. 2012 -55513 — �t ' ©.5 T1 - M 1\0 N1 Emergencyy Access, Utility, h t m re ane do Oroinoge Easementl 1� r tnstr. 0.'2012 -55515 loo 0 So SCALE: 1" =100' Bearings shown hereon based on the City of Denton GIS Network. NOTES: • I.R.F. = 112" Iron Rod Found • i 1�5. 3 /moron Rod Set with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. • Easements recorded in Vol. 197, Pg. 6 & Vol. 264, Pg. 151 as assigned in Vol. 756, Pg. 669 do not affect this tract to the best of my knowledge. • Easement recorded under Instrument No. 2006 - 131887, does not affect the <1 019 7 I , �R Ul CIO, ► It V- V- I � �• t 1 EXHIBIT "B" Slope Easement 0.202 Acre M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas - -2012 -- subject tract, �4 SURVEYORS CERTIFICATION: The undersigned does hereby certify to Title Resources (O,F. No. 102155) that We survey was this day made on the ground of the property legally described hereon and is correct; and to the best of my knowledge, there are no visiblo discrepancies, conflicts, shortages in area, boundary Me conflicts, enoroaehmonts, overlapping orimprovements, easements orrlghts of way that f have been advised ofoxccpt as shown hereon. rthur Surveying Co., Inc. PznfcssionW Land Surveyors p,O,Box 54 — Lewisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 - -4675 Established 1986 M` ' 46 1 Meyhlll Paint k Body Shop Vol. 2061, Pg. 508 qq 1nOst . Nlo a2012Q 55514 Z1 ° i I 1 t Venture i i � 551 Mayhill Joint . ••.. f -* q'`•. Instr. No. 2005-6231 11 9111 0: Q� *d N88 °34'24 "W� � .i0iiP1{,. rtt tSSELL �g'�t,`, .�':�',ti 1 0,00 � r✓ti ' ' ti-o is <1 019 7 I , �R Ul CIO, ► It V- V- I � �• t 1 EXHIBIT "B" Slope Easement 0.202 Acre M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas - -2012 -- subject tract, �4 SURVEYORS CERTIFICATION: The undersigned does hereby certify to Title Resources (O,F. No. 102155) that We survey was this day made on the ground of the property legally described hereon and is correct; and to the best of my knowledge, there are no visiblo discrepancies, conflicts, shortages in area, boundary Me conflicts, enoroaehmonts, overlapping orimprovements, easements orrlghts of way that f have been advised ofoxccpt as shown hereon. rthur Surveying Co., Inc. PznfcssionW Land Surveyors p,O,Box 54 — Lewisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 - -4675 Established 1986 Individual Herr€ AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Engineering Services Ael ACM: Jon Fortune, 349 -8535 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 a 1.029 acre tract (the "Mayhill tract "); (ii) fee simple to a 0.624 acre tract (the "landfill tract "); and (iii) a slope easement encumbering a 0.076 acre tract, for; (a) as concerns the Mayhill tract and the slope easement, the public use of expanding and improving Mayhill Road, a municipal street and roadway; and (b) as concerns the landfill tract, for the public use of expanding and improving the City of Denton landfill, a permitted municipal solid waste disposal facility located in the City of Denton, Texas, generally located in the 1900 block of South Mayhill Road, each affected tract located in the David Hough Survey, Abstract Number 646, City Of Denton, Denton County, Texas, as more particularly described on 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 therefore; making findings; providing a savings clause; and providing an effective date. (Parcel M136 Haggard — Mayhill Road Widening and Improvements and City of Denton landfill, a permitted municipal solid waste disposal facility) BACKGROUND The affected property owner has been non - responsive to the City's Offers for the subject land rights necessary for the Mayhill Road Widening and Improvements project and the City of Denton landfill, a permitted municipal solid waste disposal facility project. 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. 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) Public Utilities Board on June 24, 2013 recommended approval of the acquisition of the 0.624 acre Municipal Use Tract (6 -0) City Council — Ordinance No. 2013 -180 Offer to Purchase (07- 16 -13) City Council — Ordinance No. 2014 -011 Final Offer to Purchase (01- 07 -14) FISCAL INFORMATION The 1.029 acre fee tract and the 0.076 acre slope easement tract, both associated with the Mayhill Road Widening and Improvements project, are 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 ($104,546.00) The 0.624 acre Municipal Use tract is to be funded by Solid Waste capital project bonds allocated for real property purchases: 660563594.1365.30100 The overall costs for the Property Interests sought, as to be determined via eminent domain proceedings, are to be funded through a combination of all of these funding sources, proportionally allocated to the specific land rights being acquired for each of the respective projects. EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted, IV, A1-11� John T. Davis, P.E. Director, Engineering Services Prepared by, Paul H. Williamson Real Estate & Capital Support Manager Location Map HAGGARD Parcel m EXHIBIT 1 attachment to AIS Mayhill Road Widening and Improvements SPENCER ROAD 0 Q PECAN CREEK WATER RECLAMATION PLANT N J _J 2 Q 0 w V Haggard M Property Ld Location QUA/L o EEK m o Y z p CITY OF DENTON LANDFILL o 0 n C >- DSONW 00 QUAIL CREEK ROAD EDWARDS Ld m LEAFY BLOOM BLVD C NARY COUR 0 Q 0 LEAFY 0 CAN CREEK M. H. Q J -' O BL UE JA Q� COLOR400 S < PAR DR' o V m 0 Q 0, DENTON REGIOtd MEDICAL CENTER 0 -' >- Q ANDREWS CORP. 0 Location Map HAGGARD Parcel M136 EXHIBIT 1 attachment to AIS Mayhill Road Widening and Improvements EXHIBIT 2 - Attachment to AIS s: \legal \our documents \ordinances \14 \haggard ed ordinance.dou ORDINANCE NO. AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE THROUGH THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN (1) FEE SIMPLE TO A 1.029 ACRE TRACT (THE "MAYHILL TRACT "); (II) FEE SIMPLE TO A 0.624 ACRE TRACT (THE "LANDFILL TRACT "); AND (III) A SLOPE EASEMENT ENCUMBERING A 0.076 ACRE TRACT, FOR; (A) AS CONCERNS THE MAYHILL TRACT AND THE SLOPE EASEMENT, THE PUBLIC USE OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND ROADWAY; AND (B) AS CONCERNS THE LANDFILL TRACT, FOR THE PUBLIC USE OF EXPANDING AND IMPROVING THE CITY OF DENTON LANDFILL, A PERMITTED MUNICIPAL SOLID WASTE DISPOSAL FACILITY LOCATED IN THE CITY OF DENTON, TEXAS, GENERALLY LOCATED IN THE 1900 BLOCK OF SOUTH MAYHILL ROAD, EACH AFFECTED TRACT LOCATED IN THE DAVID HOUGH SURVEY, ABSTRACT NUMBER 646, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON 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 THEREFORE; 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 Mayhill Road and the expanding and improving of the City of Denton landfill, a permitted municipal solid waste disposal facility affecting, among other lands and interests, the Property Interests; WHEREAS, the widening and expansion of Mayhill Road constitutes a valid public use of the City and its citizens; WHEREAS, the expanding and improving the City of Denton landfill, a permitted municipal solid waste disposal facility constitutes a valid public use of the City and its citizens; WHEREAS, the City made a written Initial Offer (herein so called) Wilma M. Haggard the owner of the Property Interests ( "Owner ") on or before September 24, 2013; 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, EXHIBIT 2 - Attachment to AIS s: \legal \our documents \ordinances \14 \haggard ed ordinance.dou unless the offer or agreement would be subject to Chapter 552 of the Texas Government Code (the "Non Confidential Notice "); WHEREAS, the City made a written Final Offer (herein so called) to the Owner of the Property Interests on January 21, 2014, said date being after the thirtieth (30th) 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 (Mayhill Deed); (b) Special Warranty Deed (Landfill Deed), and (c) Slope 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 did not agree 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, as required by Subchapter C, Chapter 551, of the Texas Government Code, in addition to other information, as required by that subchapter, 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 (i) fee simple to a 1.029 acre tract (the "Mayhill tract "); (ii) fee simple to a 0.624 acre tract (the "Landfill tract "); and (iii) a slope easement encumbering a 0.076 acre tract, for; (a) as concerns the Mayhill tract and the slope easement, the public use of expanding and improving Mayhill Road, a municipal street and roadway; and (b) as concerns the landfill tract, for the public use of expanding and improving the City of Denton landfill, a permitted municipal solid waste disposal facility located in the City of Denton, Texas, generally located in the 1900 block of South Mayhill Road, each affected tract located in the David Hough Survey, Abstract Number 646, City Of Denton, Denton County, Texas, as more particularly described on Exhibit "A ", to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the public use (a) as concerns the Mayhill tract and the slope easement, the public use of expanding and improving Mayhill Road, a municipal street and roadway; and (b) as concerns the landfill tract, for the public use of expanding and improving the EXHIBIT 2 - Attachment to AIS s: \legal \our documents \ordinances \14 \haggard ed ordinance.docx City of Denton landfill, a permitted municipal solid waste disposal facility in the City of Denton, Texas "; and WHEREAS, after due consideration of the public interests to be furthered by the public use of (a) as concerns the Mayhill tract and the slope easement, the public use of expanding and improving Mayhill Road, a municipal street and roadway; and (b) as concerns the landfill tract, for the public use of expanding and improving the City of Denton landfill, a permitted municipal solid waste disposal facility. NOW, THEREFORE, 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 Mayhill Road and that a public use and necessity exists to expand and improve the City of Denton landfill 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 (i) fee simple to a 1.029 acre tract (the "Mayhill tract "); (ii) fee simple to a 0.624 acre tract (the "landfill tract "); and (iii) a slope easement encumbering a 0.076 acre tract, for; (a) as concerns the Mayhill tract and the slope easement, the public use of expanding and improving Mayhill Road, a municipal street and roadway; and (b) as concerns the landfill tract, for the public use of expanding and improving the City of Denton landfill, a permitted municipal solid waste disposal facility located in the City of Denton, Texas, generally located in the 1900 block of South Mayhill Road, each affected tract located in the David Hough Survey, Abstract Number 646, City Of Denton, Denton County, Texas, as more particularly described on 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. EXHIBIT 2 - Attachment to AIS s: \legal \our documents \ordinances \14 \haggard ed ordinance.doa SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY go APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT 2 - Attachment to AIS EXHIBIT "A" - to Ordinance (Property Interests) Arthur Surveying Co., Inc. �x pfessionaP �axzd Sxix-veyoxs P.O. Box 54 Lewisville, Texas 75067 011tec: (972) 221 -9439 --- Fax: (972) 221 -4675 EXHIBIT "A" MAYHILL ROAD PARCEL M136 1.029 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Mason A. Haggard and wife, Wilma Haggard, recorded in Volume 337, Page 430, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for corner in the east line of said Haggard tract and the northeast corner of a tract of land described by deed to Richard A. Greb and wife, Nancy A. Greb, recorded under Instrument Number 2006 - 100770, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being in the existing Mayhill Road; THENCE South 88 degrees 56 minutes 53 seconds West, with the north line of said Greb tract, a distance of 80.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for the POINT OF BEGINNING; THENCE South 88 degrees 56 minutes 53 seconds West, with the north line of said Greb tract, a distance of 135.17 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE North 01 degrees 50 minutes 21 seconds East, over and across said Haggard tract, a distance of 330.88 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said Haggard tract and the south line of a tract of land described by deed to John Henry Bond, etal., recorded under Instrument Number 2004- 30989, O.P.R.D.C.T.; THENCE North 87 degrees 52 minutes 49 seconds East, with the north line of said Haggard tract and the south line of said Bond tract, a distance of 135.32 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 01 degrees 50 minutes 21 seconds West, over and across said Haggard tract, a distance of 333.40 feet to the POINT OF BEGINNING and containing 1.029 acres of land. D "1z C1107131 -27 Parcel M136 4 , , rA�- EXHIBIT 2 - Attachment to AIS RXNTRTT "A" - to Ordinance (Property Interests) t6a11',� John Instr.HNo, 200430969 N87'5214 91T 135.32' F-11-S. I� I' I� It II °0I 1.029 Acres Mason A. Haggard & MI Parcel M136 wife, Wilma Haggard Volume 337, Page 43, , (44,839 sq. ft.) (remainder) h t ° Z' 100 I "W i S88 56'53 468.68' 0- R. S. _ .7 S88 56'53 "W 13 5/8 I.R.F. i Richard A Grab & wife, Nancy A Grab Instr. No. 2006- 100770 Mayhill Road Parcel M136 1.429 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas --2012-- I.R.F. t3�5�5 100 0 50 100 F> ° PK" Nail 7'S2'$J "E Set 82.74' — i. -15' Gos'Easement + Insir. No. 2006 -64790 7P&L Easement + t vof. 190, Pg. 620 + a CS M O� Ej M v o zn+ I 7 t P. I t T88'56° 3 "W _l _ 80_� R.F. 04 �o r.. o� C.I.R.F. SCALE: V = 100' Bearings shown hereon based on the City of Denton GIS Network. NOTES: • I.R.F. = Iron Rod Found • C.I.R.F. = 5/8" Iron Rod Found with cap stamped "Cotton Surveying ". • I.R.S. = 1 /2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. • Easement recorded in Vol. 336, Pg. 367 does not at %ct this tract to the best of my knowledge. • Easement recorded in Vol. 341, Pg. 222 assigned in Vol. 367, Pg. 242 is centered on a pipeline not specifically located. • Blanket Easement-recorded in Vol. 357, Pg. 54 includes this tract. SURVEYORS CERT1FICA77ON: The undersigned dots hereby certify to Title Resotuccs (GA No. 121698) that this survey was this day made on the ground of the property legally described hereon and is correct, and to the best of my knowledge, there are no visible discrepancies, conflicts, shortages in area, bcuaderylloc conflicts, encroachments, overlapping of improvements, easements orrights of way that I have been advised ofexceptasshown Lemon. rthur Surveying Co., Inc. Professional Land Surveyors P.O.Box 54 — Lewisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 -4675 Estatblished 1986 EXHIBIT 2 - Attachment to AIS EXHIBIT "A" - to Ordinance (Property Interests) Arthur Surveying Co., I nc. �xofessioxzaF .r,an.d SY.u-veyozs P.O. Box 54 ­Lewisville, Texas 75067 office: (972) 221 -9439 Fax: (972) 221 -4675 EXHIBIT "A" MUNICIPAL USE TRACT 0.624 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Mason A. Haggard and wife, Wilma Haggard, recorded in Volume 337, Page 430, Deed Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for comer in the east line of said Haggard tract and the northeast corner of a tract of land described by deed to Richard A. Greb and wife, Nancy A. Greb, recorded under Instrument Number 2006 - 100770, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being in the existing Mayhill Road; THENCE South 88 degrees 56 minutes 53 seconds West, with the north line of said Greb tract, a distance of 80.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for comer; THENCE North 01 degrees 50 minutes 21 seconds East, over and across said Haggard tract, a distance of 333.40 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said Haggard tract and the south line of a tract of land described by deed to John Henry Bond, etal., recorded under Instrument Number 2004 - 30989, O.P.R.D.C.T.; THENCE North 87 degrees 52 minutes 49 seconds East, with the north line of said Haggard tract and the south line of said Bond tract, a distance of 82.76 feet to a "PK" Nail set for the northeast corner of said Haggard tract and the southeast comer of said Bond tract, same point being in the existing Mayhill Road; THENCE South 02 degrees 14 minutes 30 seconds West, with the east line of said Haggard tract, and with the existing Mayhill Road, a distance of 335:07 feet to the POINT OF BEGINNING and containing 0.624 acres of land, of which 0.230 acres lie within the existing Mayhill Road. `V C1107131 -27 Parcel M136 Municipal Use Tract �. J' OHrn »ELL .. .. EXHIBIT - Attachment to AIS RYUTRTT "A" - to Ordinance (TroUerty Interests I.R.F John Henry Bond, etal. �p Instr. No. 2004 -30989 n •� ��BGx om 30�? C5 2 ,r. 15 Gas Easement —a I insir. No. 2006-64790 (5,005 sq. ft.) o v c*j M New Municipal Use Tract 0.279 ac. (12,149 sq. ft.) Existing Implied Dedication 0,230 ac. (10,042 sq. ft.) Gas Easement 0.115 ac. (5,005 sq. ft.) 0.62 Acres (27,196 sq. ft.) Municipal Use Tract Mason A. Haggard & 1 V wife, Wilma Haggard,y NI Volume 337, Page 430 + (remainder) - 1 S88'S6 53i W Proposed Parcel M136 eii 603.85' I.R.S. YYY I.R.F. 0,9� Richard A Greb & wife, Nancy A Greb Instr. No, 2006- 100770 Municipal Use Tract 4.624 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas --2012-- N87052IffE 82.7. de0 ��t GV 100 0 50 100 SCALE: t" = 100' Bearings shown hereon based on the City of Denton GIS Network. --�- Existing Fence 7P &L Easement Vol. M 190, Pg. 620 C) NOTES: i i I.R.F. = Iron Rod Found N M C.I.R.F. = 518" (roll Rod Found with C, cap stamped "Cotton Surveying ". ° I.R.S. = 112" Iron Rod Set with G I Q 3 yellow cap stamped "Arthur a° O Surveying Company" .2 ! All improvements not shown hereon. a b Easement recorded in Vol. 336, Pg. 3 367 does not affect this tract to the ° o a best of my knowledge. 0 Easement recorded in Vol. 341, Pg. Ia 222 assigned in Vol. 367, Pg. 242 is centered on a pipeline not P I specifically located. Blanket Easement recorded in Vol. i� 357, Pg. 54 includes this tract. I I. R. F. 80.31' 3 �t\ o a) a6 Z- C. o^ C.1. R. F. G I C JOHN M. PI.ISSEL! SURVEYORS CERTIFICATTON: The undersigned does hereby certify to Title Rwourccs (GA No. 121698) that this survey was this day made on the ground of the property legally described hereon and is correct, and to the best of my lmowiedge, them are no visible discrepancies, conflicts, shortages in area, boundary line conflicts, encroachments, overlapping ofimprovements, easements or rights of-way tbat 1 have been advised ofexcept as shown hereon. rthur Surveying Co., Inc. Professional Land Surveyors P.o.Box 54 - Lewisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221-4675 Estatblished 1986 EXHIBIT 2 - Attachment to AIS EXHIBIT "A" - to Ordinance (Property Interests) A� rthur Surveying Co., Inc. �zofesszozraY ��nd Su.z-v�,yax-s P.O. Box 54 -- Lewisville, Texas 75067 OEtice: (972) 221 -9439 — Fax: (972) 221 -4675 EXHIBIT "A" 10' SLOPE EASEMENT MAYHILL ROAD PROJECT 0.076 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the David Hough Survey, Abstract Number 646, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Mason A. Haggard and wife, Wilma Haggard, recorded in Volume 337, Page 430, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for corner in the east line of said Haggard tract and the northeast comer of a tract of land described by deed to Richard A. Greb and wife, Nancy A. Greb, recorded under Instrument Number 2006 - 100770, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being in the existing Mayhill Road; THENCE South 88 degrees 56 minutes 53 seconds West, with the north line of said Greb tract, a distance of 215.48 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for the POINT OF BEGINNING; THENCE South 88 degrees 56 minutes 53 seconds West, with the north line of said Greb tract, a distance of 10.01 feet to a point for comer; THENCE North 01 degrees 50 minutes 21 seconds East, over and across said Haggard tract, a distance of 330.69 feet to a point for corner in the north line of said Haggard tract and the south line of a tract of land described by deed to John Henry Bond, etaL, recorded under Instrument Number 2004- 30989, O.P.R.D.C.T.; THENCE North 87 degrees 52 minutes 49 seconds East, with the north line of said Haggard tract and the south line of said Bond tract, a distance of 10.02 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner; THENCE South 01 degrees 50 minutes 21 seconds West, over and across said Haggard tract, a distance of 330.88 feet to the POINT OF BEGINNING and containing 0.076 acres of land. i �t C1107131 -27 Parcel M136 Slope Easement 4 91, I,5 '� � EXHIBIT - Attachment to AIS iW`YATRTT "A" _ to Ordinance (Property Interests ,Np, 0,� INC Lam. k= John Henry Bond, et.aL Instr. No. 2004 -30989 I.R.F. w ^o p Oto Z L24 (+ 218.08 ' 10' Slope Easement 0.076 Acres (3,308 sq. ft.) o0 o� �o Mason A. Haggard & � wife, Wilma Laggard Volume 337, Page 430 Qi �o -0QoS�b4 t (remainder) tit` t 588'56'53 "W 458.67' —�+- -- � I.R.S. -- O — — 0 � ~— S88'S 6'S3 "W 518" 215.48' I.R.F. `��� L r7 0 <. ?' Q) to Richard A Greb k wife, Nancy A Grab Instr. No. 2006- 100770 C.I. R. F. 10' Slope Easement Mayhill Road Project 0.076 Acres David Hough Survey, Abstract Number 646 City of Denton Denton County, Texas --2012-- � ,v"?, 65- 00 too 0 50 loo "PK" Noil SCALE: V= 100' Set Bearings shown hereon based on the City of Denton GIS Network. Q NOTES: I.R.F. = Iron Rod Found t �4 C.I.R.F, = 5/8" Iron Rod Found with Q 3 cap stamped "Cotton Surveying ". W 0 I.R.S. = 1 /2" Iron Rod Set with 1 94 yellow cap stamped "Arthur ° Swveying Company" All improvements not shown hereon. I A t> LINE TABLE L 1 I S8805653 "W 1 10.01' t 1 L2 N87 °5249 "E 10.02' '•• •rte i � v SURVEYORS CERTMCAT70N: The undersigned does hereby certify to that this survey was this day made on the ground of the property 1cgatly described hereon and is correct, and to the best ofmy knowledge, there are no visible discrepancles, conflicts, shortages in area, boundary line conflicts, encroachments, overlapping of improvements, easements or rights ofway that I have been advised of except as shown hereon. rthur Surveying Co., Inc. Professional Land Surveyors P.O.Box 54 — Lewisville, Texas 75067 Office: (972) 221 -9439 Fax: (972) 221 -4675 Estatblished 1986 Individual Item A AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Finance ACM: Bryan Langley SUBJECT Consider adoption of an ordinance directing the publication of Notice of Intention to issue $19,500,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. BACKGROUND This ordinance provides the Notice of Intention to issue $19,500,000 in principal amount of Certificates of Obligation (COs) for General Government and Solid Waste projects, as required by state law. The notice will be published once a week for two consecutive weeks in the Denton Record Chronicle, with the date of the first publication to be at least thirty -one (3 1) days before the date tentatively set for the passage of the ordinance authorizing the issuance of the bonds. These bonds will provide funding of $10,850,000 for General Government and $8,280,000 for Solid Waste project costs. The additional $370,000 is for issuance costs and to allow flexibility in marketing and pricing the bond sale. Staff recommends the sale of $10,850,000 in COs for General Government, which is an increase from the $8,500,000 included in the FY 2013 -14 Capital Improvements Program (CIP). The increase is due to the addition of the Airport Hanger Development Project and a $1.3 million increase to the Fire Station project. Also, the Civic Center Pool project has been reduced to only include the design phase of this project. The construction phase will be included in the FY 2014 -15 CIP. Below is a listing of recommended CO funded projects for General Government's FY 2013 -14 CIP: 1. Vehicle Replacements /Additions — $ 2,000,000 2. Fire Station Improvements — $ 4,300,000 3. Traffic Signals — $ 1,000,000 4. Facilities Maintenance Program — $ 1,500,000 5. Civic Center Pool Improvements — $ 300,000 6. Airport Hanger Development Project — $ 1,750,000 Total — $10,850,000 Agenda Information Sheet March 4, 2014 Page 2 Staff recommends the sale of $8,280,000 in COs for Solid Waste projects recommended CO funded projects for Solid Waste's FY 2013 -14 CIP: 1. Roll Off Truck — 2. Side Load Truck — 3. Home Chemical Building Improvements — 4. Auto Side Load Truck — 5. Auto Side Load Truck — 6. Rear Load Truck — 7. Rear Load Truck — 8. Front Load Truck — 9. Front Load Truck — 10. Container Truck — 11. Recycling Facility Upgrade — 12. Landfill Site Improvements — 13. Leachate Recirculation — 14. Landfill Security Fence — 15. Refuse /Recycling Carts — 16. Containers — 17. Commercial Container Equipment — 18. Ground Water Wells — 19. Site Construction and Equipment — 20. Landfill Engineering — 21. Landfill Property Acquisition — 22. Solid Waste Building Construction — 23. Landfill Gas Production Line Construction — 24. Program Development — 25. Security Wall Construction — 26. Grease and Grit Trap — 27. Technology Research and Development — Total — Below is a listing of $ 220,000 $ 275,000 $ 150,000 $ 301,000 $ 301,000 $ 257,000 $ 257,000 $ 296,000 $ 296,000 $ 100,000 $ 27,000 $ 250,000 $ 50,000 $ 40,000 $ 170,000 $ 75,000 $ 300,000 $ 25,000 $ 800,000 $ 135,000 $ 1,940,000 $ 1,174,000 $ 50,000 $ 100,000 $ 400,000 $ 250,000 $ 41,000 $ 8,280,000 Approximately $12.654 million in General Government, Airport and Solid Waste projects of the $19.13 million CO issuance has been previously authorized through Reimbursement Ordinances. The City sells bonds in accordance with the useful life of the asset that is being acquired. For example, vehicles are typically sold with bonds that will be paid within five years. For the FY 2013 -14 proposed debt issuance for General Government and Solid Waste: $4,480,000 will be 5 year debt, $2,410,000 will be 10 year debt, and $12,240,000 will be 20 year debt. In addition, the 20 year debt issues will also have a 10 year call feature. Concurrently with the sale of the COs for General Government and Solid Waste projects, the City anticipates the sale of approximately $75,000,000 of COs for Water, Wastewater and Electric projects and approximately $7.3 million in General Obligation Refunding and Improvement Bonds to fund the second year ($4 million) of street projects approved by voters in November 2012 and refund existing general Agenda Information Sheet March 4, 2014 Page 3 obligation debt. The refunding is contingent upon market conditions and must meet the City's debt policy requirements. If approved by the City Council, staff will proceed with the publication of the Notice of Intention and will schedule the Bond Ordinance for consideration and adoption on April 15, 2014. At that time, it is anticipated that staff will request that the City Council authorize a "parameters sale." Under such an arrangement, staff will be permitted to execute the bond sale within six (6) months of April 15th, provided certain interest rate parameters are met. PRIOR ACTION/REVIEW (Council, Boards or Commissions) On March 4, 2014, the Audit /Finance Committee also received a presentation on the bond program and Notice of Intent Ordinance. FISCAL INFORMATION The ordinance is for the authorization to publish the Notice of Intention to sell $19,500,000 of Certificates of Obligation for General Government and Solid Waste projects. A notice is only required for the Certificates of Obligation. There is no statutory requirement to post such a notice for the General Obligation Refunding and Improvement Bonds, which will include the second year ($4 million) of street projects approved by voters in November 2012 and the refunding of existing general obligation debt. FXUIRITC 1. Notice of Intent Ordinance Respectfully submitted: C.�� Chuck Springer Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance ORDINANCE NO. 2014- AN ORDINANCE DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE $19,500,000 IN PRINCIPAL AMOUNT OF CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON FOR GENERAL GOVERNMENT AND SOLID WASTE PROJECTS; AND PROVIDING FOR AN EFFECTIVE DATE THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, it is deemed necessary and advisable that the Notice of Intention to Issue Certificates of Obligation be given as hereinafter provided. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section I. That attached hereto is a form of "NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON", the form and substance of which are hereby adopted and approved, and made a part of this Ordinance for all purposes. Section II. That the City Secretary shall cause said NOTICE, in substantially the form attached hereto, to be published once a week for two consecutive weeks in a newspaper of general circulation in the City, with the date of the first publication to be at least thirty -one (3 1) days before the date tentatively set for the passage of the Ordinance authorizing the issuance of such Certificates of Obligation. Section III. That this Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 4`" day of March, 2014. Mark A. Burroughs, Mayor ATTEST: Jennifer Walters, City Secretary APPROVED AS TO LEGAL FORM: nita Burgess, City torney THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON (GENERAL GOVERNMENT AND SOLID WASTE PROJECTS) THE CITY OF DENTON, in Denton County, Texas, hereby gives notice of its intention to issue CITY OF DENTON CERTIFICATES OF OBLIGATION, in accordance with the Certificate of Obligation Act of 1971, as amended and codified, and other applicable laws, in the maximum principal amount of $19,500,000 for the purpose of paying all or a portion of the City's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) constructing and improving streets, including installation of traffic signals; (e) acquiring, constructing, installing and equipping hangars for the municipal airport; (f) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constructing, installing and equipping replacement facility for Fire Station Number 2, including related site preparation; and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates of Obligation. The City proposes to provide for the payment of such Certificates of Obligation from the levy and collection of ad valorem taxes in the City as provided by law, and from certain surplus revenues (not to exceed $1,000 in aggregate amount) derived by the City from the ownership and operation of the City's Utility System (consisting of the City's combined waterworks and sewer system and electric light and power system). The City Council of the City tentatively proposes to authorize the issuance of such Certificates of Obligation at a meeting commencing at 6:30 p.m. on the 15th day of April, 2014, in the City Council room at the Municipal Building (City Hall), 215 E. McKinney, Denton, Texas. CITY OF DENTON, TEXAS By: Jennifer K. Walters, City Secretary Individual Herr€ AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Finance ACM: Bryan Langley 4L SUBJECT Consider adoption of an ordinance directing the publication of Notice of Intention to issue $75,000,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. BACKGROUND This ordinance provides the Notice of Intention to issue $75,000,000 in principal amount of Certificates of Obligation (COs) for Water, Wastewater and Electric projects, as required by state law. The notice will be published once a week for two consecutive weeks in the Denton Record Chronicle, with the date of the first publication to be at least thirty -one (31) days before the date tentatively set for the passage of the ordinance authorizing the issuance of the bonds. These bonds will provide funding of $9,000,000 for Water, $6,500,000 for Wastewater and $58,715,000 for Electric project costs. The additional $785,000 is for issuance costs and to allow flexibility in marketing and pricing the bond sale. Staff recommends the sale of $9,000,000 in COs for Water projects, which is a decrease from the $12,000,000 included in the FY 2013 -14 Capital Improvements Program (CIP). Below is a listing of recommended CO funded projects for Water's FY 2013 -14 CIP: 1. North South Water Main Ph 2 — $ 5,368,421 2. Oversize Lines — $ 157,895 3. Riney Road Booster Pump Station — $ 236,842 4. Northwest Transmission Line — $ 315,789 5. Teasley Drive Utility Relocate — $ 2,921,053 Total — $ 9,000,000 Agenda Information Sheet March 4, 2014 Page 2 Staff recommends the sale of $6,500,000 in COs for Wastewater projects, which is a decrease from the $23,500,000 included in the FY 2013 -14 Capital Improvements Program (CIP). Below is a listing of recommended CO funded projects for Wastewater's FY 2013 -14 CIP: 1. Phosphorus Limit Upgrade — $ 464,286 2. Pecan Creek Interceptor II — $ 557,143 3. Graveyard Branch Lift Station /Force Main — $ 3,296,429 4. Hickory Creek Interceptor I — $ 185,714 5. Teasley Drive Relocate — $ 1,067,857 6. Concrete Improvements for Compost — $ 11,607 7. Effluent Reuse Line — $ 11,607 8. Cooper Creek II — $ 69,643 9. Dry Fork HC Tributary Interceptor — $ 835,714 Total — $ 6,500,000 Staff recommends the sale of $58,715,000 in COs for Electric projects, which is a decrease from the $85,000,000 included in the FY 2013 -14 CIP. Below is a listing of recommended CO funded projects for Electric's FY 2013 -15 CIP, which is broken down between transmission and distribution projects. Transmission projects represent approximately 52% of Electric's total bond sale and are eligible for Transmission Costs of Service (TCOS) recovery through rates charged to other utilities as mandated by the Public Utilities Commission of Texas. L Kings Row Substation Construction (Electric) — $ 2,000,000 2. McKinney Substation (Electric) — $ 4,500,000 3. Cooper Creek Substation (Electric) — $ 800,000 4. Hickory Substation Reconstruction (Electric) — $ 2,000,000 5. North Spencer Substation (Electric) — $ 1,000,000 6. Woodrow Substation Upgrade (Electric) — $ 700,000 7. Teasley Substation Transformer (Electric) — $ 250,000 8. UNT Substation (Electric) — $ 50,000 9. Locust Substation Reconstruction (Electric) — $ 100,000 10. Substation Security Projects (Electric) — $ 200,000 11. RTU Upgrades at Various Substations (Electric) — $ 60,000 12. Automated Meter Reading (Electric) — $ 515,196 13. Distribution Transformers (Electric) — $ 148,757 14. Distribution Feeders and Extensions (Electric) — $12,942,179 15. New Residential and Commercial (Electric) — $ 2,628,670 16. Communications Equipment — $ 170,824 17. Over to Under Conversions — $ 39,374 Total Distribution Projects — $28,105,000 Agenda Information Sheet March 4, 2014 Page 3 18. Pockrus 138 kV Reconstruction (Electric) — $ 5,500,000 19. ARCO Substation Reconstruction (Electric) — $ 5,500,000 20. Long Road Substation (Electric) — $ 3,000,000 21. North Lakes Substation Expansion (Electric) — $ 1,500,000 22. Brinker Substation (Electric) — $ 1,000,000 23. Masch Branch Switch Station (Electric) — $ 600,000 24. Underwood Substation (Electric) — $ 100,000 25. Industrial Substation (Electric) — $ 300,000 26. Woodrow /Kings Row 69 kV Transmission Line (Electric) — $ 6,000,000 27. Denton North /Kings Row Transmission Reconstruction (Electric) —$ 4,000,000 28. North Lakes /Bonnie Brae 69 kV (Electric) — $ 1,200,000 29. Pockrus Substation 138 kV Transmission Line Upgrade (Electric) —$ 800,000 30. North Lakes /Denton North Transmission (Electric) — $ 50,000 31. Hickory /Locust Transmission Line (Electric) — $ 100,000 32. TMPA 138 kV Transmission Upgrade (Electric) — $ 300,000 33. Spencer/Pockrus 138 kV (Electric) — $ 300,000 34. Spencer Switch (Electric) — $ 40,000 35. McKinney Substation Transmission Line Addition (Electric) — $ 150,000 36. North Spencer Interchange Reroute Transmission Line (Electric) — $ 50,000 37. ARCO Substation Transmission Line Reconstruction (Electric) — $ 20,000 38. PACCAR Transmission Line Reroute (Electric) — $ 100,000 Total Transmission Projects — $30,610,000 Electric Projects Grand Total — $58,715,000 Of the $74.215 million CO issuance, $34.6 million was previously authorized for Electric through a Reimbursement Ordinance. The City sells bonds in accordance with the useful life of the asset that is being acquired. For example, vehicles are typically sold with bonds that will be paid within five years. For the FY 2013 -14 proposed debt issuance for Water, Wastewater and Electric: $15,500,000 will be 20 year debt and $58,715,000 will be 30 year debt. In addition, the debt issues will have a 10 year call feature. Concurrently with the sale of the COs for Water, Wastewater and Electric projects, the City anticipates the sale of approximately $19,500,000 of COs for General Government and Solid Waste projects and approximately $7.3 million in General Obligation Refunding and Improvement Bonds to fund the second year ($4 million) of street projects approved by voters in November 2012 and refund existing general obligation debt. The refunding is contingent upon market conditions and it must meet the City's debt policy requirements. Agenda Information Sheet March 4, 2014 Page 4 If approved by the City Council, staff will proceed with the publication of the Notice of Intention and will schedule the Bond Ordinance for consideration and adoption on April 15, 2014. At that time, it is anticipated that staff will request that the City Council authorize a "parameters sale." Under such an arrangement, staff will be permitted to execute the bond sale within six (6) months of April 15th, provided certain interest rate parameters are met. PRIOR ACTION/REVIEW (Council, Boards or Commissions) On March 4, 2014, the Audit /Finance Committee also received a presentation on the bond program and Notice of Intent Ordinance. FISCAL INFORMATION The ordinance is for the authorization to publish the Notice of Intention to sell $75,000,000 of Certificates of Obligation for Water, Wastewater and Electric projects. A notice is only required for the Certificates of Obligation. There is no statutory requirement to post such a notice for the General Obligation Refunding and Improvement Bonds, which will include the second year ($4 million) of street projects approved by voters in November 2012 and the refunding of existing general obligation debt. EXHIBITS 1. Notice of Intent Ordinance Respectfully submitted: Chuck Springer Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance ORDINANCE NO. 2014- AN ORDINANCE DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE $75,000,000 IN PRINCIPAL AMOUNT OF CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON FOR WATERWORKS AND SEWER SYSTEM AND ELECTRIC SYSTEM PROJECTS; AND PROVIDING FOR AN EFFECTIVE DATE THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, it is deemed necessary and advisable that the Notice of Intention to Issue Certificates of Obligation be given as hereinafter provided. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section I. That attached hereto is a form of "NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON", the form and substance of which are hereby adopted and approved, and made a part of this Ordinance for all purposes. Section II. That the City Secretary shall cause said NOTICE, in substantially the form attached hereto, to be published once a week for two consecutive weeks in a newspaper of general circulation in the City, with the date of the first publication to be at least thirty-one (3 1) days before the date tentatively set for the passage of the Ordinance authorizing the issuance of such Certificates of Obligation. Section III. That this Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 4t" day of March, 2014. Mark A. Burroughs, Mayor ATTEST: Jennifer Walters, City Secretary APPROVED AS TO LEGAL FORM: Vita Burgess, City A orney' "� THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON (WATERWORKS AND SEWER SYSTEM AND ELECTRIC SYSTEM PROJECTS) THE CITY OF DENTON, in Denton County, Texas, hereby gives notice of its intention to issue CITY OF DENTON CERTIFICATES OF OBLIGATION, in accordance with the Certificate of Obligation Act of 1971, as amended and codified, and other applicable laws, in the maximum principal amount of $75,000,000 for the purpose of paying all or a portion of the City's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: (a) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (b) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system; and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates of Obligation. The City proposes to provide for the payment of such Certificates of Obligation from the levy and collection of ad valorem taxes in the City as provided by law, and from certain surplus revenues (not to exceed $1,000 in aggregate amount) derived by the City from the ownership and operation of the City's Utility System (consisting of the City's combined waterworks and sewer system and electric light and power system). The City Council of the City tentatively proposes to authorize the issuance of such Certificates of Obligation at a meeting commencing at 6:30 p.m. on the 15th day of April, 2014, in the City Council room at the Municipal Building (City Hall), 215 E. McKinney, Denton, Texas. CITY OF DENTON, TEXAS By: Jennifer K. Walters, City Secretary Public Hearing AGENDA INFORMATION SHEET AGENDA DATE: March 4, 2014 DEPARTMENT: Planning and Development CASE MANAGER: John Cabrales, Jr. SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for rezoning of an approximately 54.25 acre tract of land: specifically by rezoning 30.56 acres from Neighborhood Residential Mixed Use (NRMU) with overlay conditions to a Neighborhood Residential 6 (NR -6) zoning district with overlay conditions and, amending overlay conditions on the remaining 23.57 acres of the site which will remain as NRMU. The subject property is generally located at the northwest corner of Ryan Road and Teasley Lane and is legally described as a 54.2517 acre tract situated in the J. Fisher Survey, Abstract 1018, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date. (Z13 -0010) (The Planning and Zoning Commission recommended approval of this request with a vote of 6 -0.) BACKGROUND The applicant requests to rezone a 54.25 acre tract currently zoned Neighborhood Residential Mixed Use (NRMU) with conditions. In 2008, the property owner requested a rezoning for the subject property from Neighborhood Residential 2 (NR -2) to NRMU. This request was approved with conditions by Ordinance 2008 -045 (See Exhibit 6). The conditions state: 1. No more than 50 percent of the site may be developed as commercial; and 2. No multi - family dwellings are allowed along Teasley Lane. In addition to the listed conditions, the zoning map approved by Ordinance 2008 -045 showed a line restricting multifamily uses to the rear of the subject property. This current request is to rezone approximately 30.56 acres of the west and north portion of the site to NR -6 to allow for the development of a single - family subdivision. This section of the site was intended for multi - family development as specified by Ordinance 2008 -045. The remainder of the site (23.6 acres) will be reserved for commercial development and continue to remain in the NRMU zoning district. In addition to the zoning change, staff is requesting modification to the existing overlay conditions imposed by Ordinance 2008 -045. The purpose for requesting to modify these conditions is to reduce ambiguity that may arise if the language of the existing conditions remain, specifically regarding limiting commercial to no more than 50 percent of the site. The applicant has agreed to the modifications. In addition, staff is proposing new conditions with this request. The intent of these additional new conditions is to ensure compatibility between the residential and commercial areas. Agenda Information Sheet March 4, 2014 Page 2 of 5 Per The Denton Plan Future Land Use Map, this area is designated "Existing Land Use ". The "Existing Land Use" future land use category includes existing residential uses and new infill compatibility. Per the Plan, within "Existing Land Use" future land use category, "new development should respond to existing development with compatible land uses patterns and design standards. The plan recommends that existing neighborhoods within the City be vigorously protected and preserved. Housing that is compatible with the existing density, neighborhood service and commercial land uses is allowed." A number of conditions via a Mixed Use Residential Protection Overlay were discussed with the applicant and are part of staff recommendations. The recommended conditions are to ensure the proposed development will be compatible with existing surrounding neighborhoods. In addition to neighborhood compatibility, other criteria specified in the Denton Plan such as diversity of housing, open space, and pedestrian connectivity were also evaluated for this request. The City of Denton's requirements pertaining to tree preservation, environmentally sensitive riparian buffers, compatibility with future commercial development, maintaining the intent of Ordinance 2008 -045, and notification of residents about existing gas wells are also captured in the proposed conditions. Thirty eight (38) certified notices were sent to property owners within 200 feet and one hundred fifteen (115) courtesy notices were sent to those within 500 feet of the site. As of this writing, staff has received two responses from property owners within 200 feet; one in favor and one opposed to the request (Exhibit 8). PRIOR ACTION/REVIEW(Councils. Boards. Commissions 1. February 19, 2008, the City Council approved with conditions, Ordinance 2008 -045, rezoning the subject property from Neighborhood Residential 2 (NR -2) to NRMU. 2. January 22, 2014 Planning and Zoning Commission tabled Z13 -0010 until February 5, 2014. 3. February 5, 2014 Planning and Zoning Commission recommend approval of Z13 -0010 by a vote of 6 -0. RECOMMENDATION The Planning and Zoning Commission recommends APPROVAL of this request with a Mixed Use Residential Protection Overlay. The Development Review Committee recommends APPROVAL of this rezoning request subject to conditions within the Mixed Use Residential Protection Overlay: Tract A A. Diversity of Housing Types 1. A minimum of eight (8) lots will front or side to an open space with amenities, maintained by the HOA. 2. A minimum often (10) lots will back to open space maintained by the HOA. B. Compatibility with Future Commercial development Agenda Information Sheet March 4, 2014 Page 3 of 5 1. A landscaped median or other approved landscaped traffic calming device per the City of Denton Transportation Criteria Manual shall be used on Hunter's Creek Road near the entrance to the neighborhood. 2. Pedestrian connectivity shall be set up to be provided in three locations, along Hunter's Creek Road, going up to Teasley Lane on the north side of the property and along Ryan Road from the south side of the property. 3. Cul -de -sacs shall provide pedestrian access through to the next closest street. 4. Lots backing to NRMU or commercially zoned areas shall have an increased lot depth by at least ten feet from the average lot or be separated by a HOA maintained open space. C. Open Spaces. There shall be a minimum of two open space areas with amenities provided for residents to be maintained by the HOA. 1. One open space amenity area is adjacent to the existing creek; a portion of the creek area shall be incorporated as an open space amenity for the neighborhood. a. The width of the open space fronting the street shall be a minimum of 60 feet wide. b. Tree canopy cover in the open space next to the creek shall be a minimum of 70 %, excluding any utility easements, drainage easements, and environmentally sensitive areas. C. At least three of the following amenities shall be provided: i. Sidewalk or Path; ii. Benches; iii. Gazebo or pavilion; iv. Playground equipment; V. Bicycle racks; vi. Pond; vii. Picnic tables; viii. Other comparable items proposed by the developer and approved by City Staff. 2. To preserve trees, a portion of the western edge of the site will be set aside as an Open Space lot. a. Homes may side or front to this open space but shall not back to this open space. b. At least two of the following amenities shall be provided: i. Benches; ii. Educational plaques about existing native tree species found on the property; iii. Sidewalks or trails; iv. Picnic table; or V. Other comparable items proposed by the developer and approved by City Staff. D. Notification of Gas Wells within 1,200 feet 1. Developer, and his successors or assigns, shall notify purchasers of lots in the Property that are within 1,200 feet of gas well Pad Sites, including those pad sites shown on gas well plats with project numbers GWP03 -0037, GWP06 -0004 and GPW04 -0015, about the location of those gas well pad sites through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the gas well pad sites within 1,200 feet. Said note shall also include a statement that advises lot purchasers the existence of producing gas wells, as well as the possibility that the gas wells may be re- drilled and /or re- fracked in the future. Agenda Information Sheet March 4, 2014 Page 4 of 5 b. There shall be included 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 D.l.a. above. Tract B A. No multi - family dwellings are permitted. B. The entirety of Tract B may be developed for commercial uses per the Neighborhood Residential Mixed Used Zoning District as heretofore amended and all other applicable regulations in the Denton Development Code and Code of Ordinances as heretofore amended. OPTIONS 1. Approve as submitted. 2. Approve with conditions. 3. Deny. 4. Postpone consideration. 5. Table item. EXHIBITS 1. Staff's Analysis 2. Site Location /Aerial Map 3. Future Land Use Map 4. Zoning Map 5. Proposed Zoning Map 6. Ordinance 2008 -045 7. Survey 8. Notification Map and Responses 9. Project Narrative 10. List of Existing and Proposed Uses 11. Site Photos 12. Gas Well Plats for nearby Drilling and Production Sites 13. Planning and Zoning Minutes of the February 5, 2014 meeting 14. Ordinance Agenda Information Sheet March 4, 2014 Page 5 of 5 Respectfully submitted: Brian Lockley, AICP, CPM Planning and Development Director Prepared by: Michele Berry Assistant Planner Exhibit I Staff Analysis CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P &Z Date: February 5, 2014 TYPE: Zoning Request CC Date: March 4, 2014 PROJECT #: Z13 -0010 Project Number: Z13 -0010 Request: Rezone approximately 54.25 acre tract of land: specifically by rezoning 30.56 acres from Neighborhood Residential Mixed Use (NRMU) with conditions to a Neighborhood Residential 6 (NR -6) zoning district with overlay conditions and, amending overlay conditions on the remaining 23.57 acres of the site which will remain as NRMU. Applicant: Property Owner: Location: Size: Zoning Designation: Future Land Use: Case Planner: DRC Recommendation: Summary of Analysis: Bob Shelton, Bob Shelton Enterprises, Ltd. R. J. Button, Lakewood West 3900 Teasley Lane being the northwest corner of the intersection of Teasley Lane and Ryan Road 54.25 acres NRMU with conditions Existing Land Use Michele Berry The Pl.aimiiig acid Zoiiiiig C4,mmissi.m recommeilds A ROVAl..., of'Z 13 - 6 (6-0) The Development Review Committee recommends APPROVAL of this rezoning request with conditions. This request is to rezone a 54.25 acre tract currently zoned Neighborhood Residential Mixed Use (NRMU) with conditions into two zoning districts. The north and western portion of the site comprising 30.56 acres (Tract A) is proposed to be rezoned to Neighborhood Residential 6 (NR- 6) zoning district. The south east portion of the site (Tract B) comprising 23.57 acres is proposed to remain in the NRMU zoning district. Staff recommends amendments to the existing zoning conditions on the subject site to prevent future ambiguity of the existing conditions and additional conditions are proposed to provide for compatibility between the residential and commercial area. Per Subchapter 35.5.2.4 of the Denton Development Code (DDC), A Mixed Use Residential Protection Overlay can be appropriate to address concerns of homeowners of adjacent residential uses where a non - residential or multi - family mixed use may be incompatible. As approval of this rezoning request will allow development of single family homes and future commercial uses, staff believes a Mixed Use Residential Protection Overlay condition is appropriate on the site. In addition, ordinance 2008 -045 contains conditions that have to be modified in order to maintain clarity of zoning regulations on the property since the site is being divided into two zoning districts. As previously stated the conditions address goals of The Denton Plan, future compatibility, tree preservation, riparian habitat, and notification of existing gas wells. The conditions are stated below with staff analysis in italics. The explanations will not be included in the ordinance. These conditions were discussed with the applicant and they are amenable to the conditions. Tract A (30.56 acres; rezone from NRMU to NR -6) A. Diversity of Housing Types 1. A minimum of eight (8) lots will front or side to an open space with amenities maintained by the HOA. 2. A minimum often (10) lots will back to open space maintained by the HOA. These conditions are meant to provide a variety of housings based on proximity to open spaces within the neighborhood. These conditions create some diversity of lots in a neighborhood that is generally too small to viably market a large range of housing types and sizes. The numbers are based on concept plans and collaboration between staff and the applicant. B. Compatibility with Future Commercial Development I . A huidscaped mediaii or other approved huidscaped 1raff tc csi.1.1Viig device per lid° City o 2.., d Deiitoii Traii`po9tatioii Crita'.riV MsUILsJ 'siafl.. be LISed Atli 11Milff'S CI`eck Road Iiear the emmice to the Iii °V.g bo9 "iood, 2. Pedestrian connectivity shall be set up to be provided in three locations, along Hunter's Creek Road, going up to Teasley Lane on the north side of the property and along Ryan Road from the south side of the property. 3. Cul -de -sacs shall provide pedestrian access through to the next closest street. 4. Lots backing to NRMU or commercially zoned areas shall have an increased lot depth by at least ten feet from the average lot or be separated by a HOA maintained open space. These conditions provide increased compatibility between the residential and commercial uses and zoning districts. While the negative impacts of adjacency to commercial should he minimized, The Denton Plan also delineates connectivity between a mix of uses in New Neighborhoods. Therefore, staff has included conditions to reduce traffic speed and define the neighborhood while maintaining pedestrian connectivity. The landscaped median will provide traffic calming for those coming from the commercial area as well as a focal entry point into the neighborhood. A short cul -de -sac reduces visual and traffic impacts for residents but provides pedestrian routes to easily walk or bike to the commercial development. In addition, increased lot depths or HOA common areas further buffer homes that will back to commercial activity. These standards in no way reduce buffering requirements of the commercial development. At the time of the development the commercial side will need to comply with all setback and buffering standard in the Denton Development Code. The applicant has completed site studies to ensure the NRMU section of the property is able to meet these requirements when developed. C. Open Spaces. There shall be a minimum of two open space areas with amenities provided for residents to be maintained by the HOA. 1. One open space amenity area is adjacent to the existing creek, a portion of the creek area shall be incorporated as an open space amenity for the neighborhood. s$.. The width cif the opeii :space froiitiii?. the :street shall be s I 1 illifTILM o '60 fiect wide, b. Tree canopy cover in the open space next to the creek shall be a minimum of 70 %, excluding any utility easements, drainage easements, and environmentally sensitive areas. C. At least three of the following amenities shall be provided: i. Sidewalk or Path; ii. Benches; iii. Gazebo or pavilion; iv. Playground equipment; V. Bicycle racks; vi. Pond; vii. Picnic tables; viii. Other comparable items proposed by the developer and approved by City Staff. 2. To preserve trees, a portion of the western edge of the site will be set aside as an Open Space lot. a. Homes may side or front to this open space but shall not back to this open space. b. At least two of the following amenities shall be provided: i. Benches; ii. Educational plaques about existing native tree species found on the property; iii. Sidewalks or trails; iv. Picnic table; or V. Other comparable items proposed by the developer and approved by City Staff. These standards are twofold; they provide increased protection of natural features on site and increased amenities for future residents. Required Open Space areas reinforces protection of the environmentally sensitive riparian areas and preserve a stand of trees on a steep grade. Standards on amenity provision and size ensure usable open space is incorporated in the development and maintain by the HOA. These standards should provide for increased quality of life for residents. In addition, the open space for tree preservation creates additional buffer between the existing gas well to the northwest and the neighborhood. D. Notification of Gas Wells within 1,200 feet 1. Developer, and his successors or assigns, shall notify purchasers of lots in the Property that are within 1,200 feet of gas well Pad Sites, including those pad sites shown on gas well plats with project numbers GWP03 -0037, GWP06 -0004 and GPW04 -0015, about the location of those gas well pad sites through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the gas well pad sites within 1,200 feet. Said note shall also include a statement that advises lot purchasers the existence of producing gas wells, as well as the possibility that the gas wells may be re- drilled and /or re- fracked in the future. b. There shall be included 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 D. La. above. These standards are the same as those recently approved for the Kesloe Tract rezoning (Z13- 0006) by City Council on December 17, 2013. The goal is to notify potential homeowners of gas well sites in the vicinity. The plat note and deed restriction or HOA document will run with the land and are available to future homebuyers as land is resold over the years. While it is unlikely that a homebuyer will read the plat they are provided the deed restrictions and /or HOA documents when purchasing the home. While this notice does not guarantee every homebuyer is aware of the gas well and their potential effects, it does provide a level of notification that would otherwise not be required. As an aside, the City of Denton online mapping system is available to the public and shows the location of gas well drilling and production sites. Tract B (23.57 acres; NRMU zoning) A. No Multi - Family dwellings are permitted. B. The entirety of Tract B may be developed for commercial uses per the Neighborhood Residential Mixed Used Zoning District as heretofore amended and all other applicable regulations in the Denton Development Code and Code of Ordinances as heretofore amended. These conditions are based on the existing conditions. With the rezoning, more than half the site will be converted to NR -6 zoning, eliminating the need for the ordinance to restrict commercial development to half of the 54.25 acre subject property. In addition, since the NR -6 will occupy the majority of the area where multi family homes were previously permitted by Ordinance 2008 -045, multi family is being prohibited. Attached single family dwelling (townhomes), dwellings above businesses, and live -work units would still be permitted per the NRMU zoning district. The intention of the property owner, Mr. RJButton, is to develop the 23.6 acres zoned NRMU with commercial uses following the expansion of Teasley Lane by the Texas Department of Transportation (T�YDOT). Mr. Button is amenable to the restriction prohibiting multi family development. Findings -of -Fact 1. The request is to rezone approximately 30.56 acre tract of land from Neighborhood Residential Mixed Use (NRMU) to Neighborhood Residential 6 (NR -6) zoning district with conditions. Current zoning (NRMU) designating on the property was approved in 2008 by Ordinance (ORD 2008 -045) with overlay conditions. 2. Per application document and discussion with the applicant, it is the intention of the applicant to develop 128 homes on the property. However, with the zoning change request from NRMU to NR -6 up to 183 single family homes could be built. The applicant is revising the overlay conditions to ensure clarity with future development of the site. 3. Project History. A. The property was annexed to the City of Denton in 1975. B. The property was rezoned as part of City -wide rezoning from Agriculture (A) to Neighborhood Residential 2 (NR -2) in 2002. C. The property owner requested a rezoning for 54.25 in 2008 to Neighborhood Residential Mixed Use (NRMU), which was approved with conditions (ORD 2008 -045): 1. No more than 50 percent of the sight may be developed as commercial 2. Apartments should not be on Teasley Lane frontage. D. The rezoning to NR -6 will cover 30.6 acres, the conditions on the remaining NRMU portion will be modified so that no multifamily is permitted and commercial is permitted on the entire remainder of the site. 4. Denton Plan. A. The subject property is in the Existing Land Use /Infill Land Use future land use category. B. The areas to the north, east and west are also designated "Existing Lane Use /Infill Capacity ". The area to the south, across Ryan Road is Community Mixed Use Center at the corner with Teasley, Existing Land Use over the current subdivision, and Neighborhood Center on the undeveloped portion. C. Per the Future Land Use element of the Denton Plan, balance among various styles, types, and prices of housing is a goal and variety of housing styles, types and prices are encouraged with large, newly developed neighborhoods. The applicant has agreed to conditions requiring a number of homes to front or back to HOA maintained open space. D. A Residential Land Use Location Strategy in the Denton Plan is to "encourage all new development to be contiguous to existing development." This project is a redevelopment site. E. Per the Denton Plan requirement for development in the Existing Residential /Infill Capacity, "within established residential areas, new development should respond to existing development with compatible land uses, patterns, and design standards. The plan recommends that existing neighborhoods within the City be vigorously protected and preserved. Housing that is compatible with existing density, neighborhood service, and commercial land use is allowed." There are no directly adjacent neighborhoods. However, the nearest residential development was constructed under NR -2 and NR -4 zoning.. Development in the general vicinity is under NR -2 and NR -4 zoning designations. F. Per the Denton Plan, regarding new neighborhoods and neighborhood centers "within the urban and urbanizing 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. The neighborhoods will exemplify the interrelationship between quality of development, density, services and provision for adequate facilities. These developments should locate 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 services could include service- oriented retail such as small grocery, hair salon, dry cleaner or small professional office. 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." G. The applicant has agreed to conditions ensuring pedestrian access to the future commercial development as the distance is walkable. In addition, the applicant has agreed to conditions requiring amenities in open spaces. H. Per the Future Land Use element of the Denton Plan, the four criteria to determine appropriate site - specific residential densities are; • Design quality; - once the zoning is approved there is no method to enforce provision of additional amenities or integration of the commercial uses with the neighborhood. • Adequacy of public provisions, - improvement to utilities would be required to service this development and will be provided by the developer. • Amenities provision, — Similar to design quality, once the zoning is approved there is no method to enforce provision of amenities. • Compatibility with existing neighborhoods — There are no directly adjacent neighborhoods. L There are no overlays, conservation, or historic districts on the site apart from the zoning restrictions. 5. Existing site conditions A. According to Denton County Appraisal District records, the site was developed in 1973 with a mobile home park. This park has begun to be disassembled in the past few years. B. There are three gas well sites within 1,200 feet of the proposed development. The site plan and plat will conform to the 250 foot buffer requirement. The applicant has also agreed to notify potential homeowners about the location of gas wells and potential for re- drilling or re- fracking through a plat note and either in the CC &Rs of the HOA or as a deed restriction if there is no HOA. This is a condition recommended by staff. C. There is an Environmental Sensitive Area (ESA) riparian buffer crossing the property diagonally. The riparian buffer extends 50 ft in both direction of the channel centerline (100 ft back to back). Development of the site would be subject to Section 35.17.8 of the Denton Development Code (DDC). D. Water is available by connecting to the existing 8 -inch main along Ryan Road, and extending a main through the proposed development, to the intersection of FM 2181 and the Ranchman Boulevard. E. The existing Denton West Lift Station does not have sufficient available capacity to serve the proposed development. Applicant is required to cost - participate in, and dedicate additional easement for, the necessary lift station expansion. F. Transportation: 1. Ryan Road is classified as a Secondary Major Arterial (110' ROW) per the COD Mobility Plan. 55 -feet from the centerline of the street to the property line is required to be dedicated as right -of -way. 2. Teasley Lane is classified as a Primary Major Arterial (135' ROW) per the COD Mobility Plan. 67.5 -feet from the centerline of the street to the property line is required to be dedicated as right -of -way. 3. Ryan Road is classified as an unimproved perimeter street per Section 35.20.2.L.3.a of the COD Development Code. Per Section 35.20.2.L.2 of the COD Development Code, construction of 28 -feet wide concrete pavement, 5 -foot wide sidewalk, curb and gutter, and required drainage improvements is required along Ryan Road frontage. 4. Coordination with TXDOT plans for widening of Teasley Lane is required prior to platting. 5. Construction of 5 -ft sidewalk is required along Teasley Lane frontage. 6. The proposed Hunters Creek Road is classified as a Main Street Collector Road (70 -ft ROW). 7. Access to the commercial lots is required to be off Hunters Creek Road, unless traffic generation requirements warrant an additional access point. 8. A street stub -out is required to be provided to the adjacent tract on the northwest area of the development. 9. Based on the size of the development, a Traffic Impact Analysis is required. 10. Signal cost participation is required for the intersection of Teasley /Ranchman. G. Drainage will be studied and treated per Denton Development Code standards. H. The new electric service will be provided by Denton Municipal Electric's Electric Service. Development Review Committee Based upon the information provided by the applicant and a recent site visit, the Development Review Committee finds that the request IS CONSISTENT with the existing land uses and general character of the area, IS CONSISTENT with the Denton Plan, and IS CONSISTENT with the Denton Development Code. Based upon the findings -of -fact, the Development Review Committee (DRC) recommends APPROVAL of this rezoning request subject to overlay conditions: Tract A A. Diversity of Housing Types 1. A minimum of eight (8) lots will front or side to an open space with amenities, maintained by the HOA. 2. A minimum often (10) lots will back to open space maintained by the HOA. B. Compatibility with Future Commercial development I. A huidscaped mediaii or other approved huidscaped traffic csi.1.1Viig device per lid° City o 2.., d Deiitoii Traii`po9tatioii Crita'.riV MsUILsJ 'siafl.. be Used Atli 11Milff'S CI`eck Road Iiear the emmice to the Iii °V.g bo9 "iood, 2. Pedestrian connectivity shall be set up to be provided in three locations, along Hunter's Creek Road, going up to Teasley Lane on the north side of the property and along Ryan Road from the south side of the property. 3. Cul -de -sacs shall provide pedestrian access through to the next closest street. 4. Lots backing to NRMU or commercially zoned areas shall have an increased lot depth by at least ten feet from the average lot or be separated by a HOA maintained open space. C. Open Spaces. There shall be a minimum of two open space areas with amenities provided for residents to be maintained by the HOA. 1. One open space amenity area is adjacent to the existing creek, a portion of the creek area shall be incorporated as an open space amenity for the neighborhood. s1- The width cif the opeii :space fI`oIi1Viig the :street : shall be s 1 1 illi.1.WITI o '60 fect wide, b. Tree canopy cover in the open space next to the creek shall be a minimum of 70 %, excluding any utility easements, drainage easements, and environmentally sensitive areas. C. At least three of the following amenities shall be provided: i. Sidewalk or Path; ii. Benches; iii. Gazebo or pavilion; iv. Playground equipment; V. Bicycle racks; vi. Pond; vii. Picnic tables; viii. Other comparable items proposed by the developer and approved by City Staff. 2. To preserve trees, a portion of the western edge of the site will be set aside as an Open Space lot. a. Homes may side or front to this open space but shall not back to this open space. b. At least two of the following amenities shall be provided: i. Benches; ii. Educational plaques about existing native tree species found on the property; iii. Sidewalks or trails; iv. Picnic table; or V. Other comparable items proposed by the developer and approved by City Staff. D. Notification of Gas Wells within 1,200 feet 1. Developer, and his successors or assigns, shall notify purchasers of lots in the Property that are within 1,200 feet of gas well Pad Sites, including those pad sites shown on gas well plats with project numbers GWP03 -0037, GWP06 -0004 and GPW04 -0015, about the location of those gas well pad sites through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the gas well pad sites within 1,200 feet. Said note shall also include a statement that advises lot purchasers the existence of producing gas wells, as well as the possibility that the gas wells may be re- drilled and /or re- fracked in the future. b. There shall be included in: (3) the subdivision's Declaration of Restrictive Covenants; or (4) a restriction in the Deeds for all subdivision lots; the same information described in subsection D. La. above. Tract B A. No multi - family dwellings are permitted. B. The entirety of Tract B may be developed for commercial uses per the Neighborhood Residential Mixed Used Zoning District as heretofore amended and all other applicable regulations in the Denton Development Code and Code of Ordinances as heretofore amended. GENERAL NOTES NOTE: Approval of this request shall not constitute a waiver or variance from any applicable development requirement unless specifically noted in the conditions of approval and consistent with the Denton Development Code. NOTE: All written comments made in the application and subsequent submissions of information made during the application review process, which are on file with the City ofDenton, shall be considered to be binding upon the applicant, provided such comments are not at variance with the Denton Plan, Denton Development Code or other development regulations in effect at the time of development. Surrounding Zoning Designations and Current Land Use Activity: Northwest: NR -3 Acreage with or without ag. use North: NRMU and MRNU -12 Acreage with or without ag. use Northeast: NR -4 Single Family Residential West: Subject Property: East: NR -2 NRMU NR -4 and NRMU -12 Vacant, Single Family Mobile Home Park Single Family Residential, Elementary School Southwest: South: Southeast: NR -6 CM -G, NR -4 and NR -2 NR -2, PD Undeveloped Acreage with or without ag. use, Mobile Home Park, Single Family Pasture, Single Family Residential Residential Source: City of Denton Geographical Information System and site visit by City staff Summary of Surrounding Zoning Designations and Current Land Use Activity: To the east is the Summit Oaks Addition and the L.A. Nelson Elementary School. To the north is undeveloped land with a communication tower. To the northwest the Teasley Trails Addition is proposed, this will be primarily a single family subdivision. To the west there is some acreage with a large lot single family home and the Ridgemont Addition Phase 11. To the south there is a proposed subdivision, Forest Meadow Phase 11, and existing subdivision, Hickory Creek Heights. Comprehensive Plan: A. Consistency with Goals, Objectives and Strategies Goals for the Residential Land Use per The Denton Plan are: • Accommodate balanced future residential development • Between residential and non - residential land uses • Among the various types, styles and prices of housing • Meet projected demand for nearly 50,000 additional housing units by 2020 o Provide about 27,000 new single family dwellings by 2020 • Increase housing opportunities in the core of the City • Concentrate density where existing services can support it and near jobs, schools, shopping and cultural centers. While the subject property is not in the core of the City, the property is a redevelopment site and surrounded by existing development. The subject site is adjacent to arterials, and an elementary school. In addition, the front portion of the site is remaining under NRMU zoning for neighborhood commercial uses. Various amenities provided add diversity to the housing stock in the 30.6 acres to be rezoned to NR -6. Zoning Allocation: B. Future Land Use Allocation /Current Zoning District Allocation Subject Property Future Land Use/Zoning allocation 54.25 ± acres Current Allocation in the City Proposed Allocation Change Based Upon Distance From Capacity Annual Student Request Neighborhood Subject Property Generation Residential Mixed 1,154 acres 1,124 acres -2.7% Use (NRMU) +12 Elementary Neighborhood McMath Middle Residential — 6 (NR- 1,322 acres 1,354 acres +2.3% 6) ±22,000feet yes 19 Source: City of Denton Nearest Elementary, Middle, and High School While many DISD schools are near capacity, the school for the subject site, Wayne Stuart Ryan Elementary School, currently has 579 students and was built to handle 700 students. A recent rezoning near Wayne Stuart Ryan projected student generation of 98. These potential future students have also been included in the analysis. DISD representatives confirmed school capacity. In addition, the district is constructing a new elementary school near Lantana, and the district is having bond election next year for additional school development. Name of School Approximate Available Project's Estimated Change Estimated Distance From Capacity Annual Student Annual Student Subject Property Generation Generation W. S. Ryan ±6,500 feet yes 38 +12 Elementary McMath Middle ±12,000 feet yes 19 +3 Denton High School ±22,000feet yes 19 +4 Source: Denton Independent School District With the capacity for schools, it is important to note that the 30.6 acres proposed to be rezoned to NR -6 may have been developed as multifamily under the current zoning. Standard multipliers assume single family developments have 0.4 elementary, 0.17 middle school, and 0.18 high school students per household. Standard multipliers assume non - subsidized apartments have 0.06 elementary, 0.03 middle, and 0.03 high school students. These multipliers were used to fill in the table above. Nearest Fire, and EMS Station Name of Station I Approximate Distance From Fire /EMS I Station 6 ±.83 miles Source: City of Denton GIS, Fire Department, and EMS Water and Wastewater Demand and Capacity: A. Estimated Demand and Service Provider: Subject Property Estimated Im act Analysis 50.25 f acres Proposed Demand Adequate to Serve (Yes or No) Permitted Density 6 units /acre Yes Potable Water 451 gpm (peak) Yes Consumption (GPD) 1840 Yes PM Peak Hour Trips 184 Yes (provided that Wastewater 335 gpm (peak) Applicant participates in Generation (GPD) Lift Station Expansion, as described below) B. Available Capacity: Water is available from 1) the existing 8 -inch main along Ryan Road, and 2) from either the existing 8 -inch main along the west side of FM 2181 (approx. 1,300 ft northwest of Applicant's northeast property corner), or the existing 20 -inch main along the east side of FM 2181. These mains have adequate available capacity to accommodate the proposed zoning change. The existing Denton West Lift Station does not have sufficient available capacity to serve the proposed development. Applicant is required to cost - participate in and dedicate additional easement for the necessary lift station expansion. C. CIP Planned Improvements: A CIP project involving the relocation of the existing 20 -inch water main to the west side of FM 2181 is currently in the schematic design phase. Roadways /Transportation Network: A. Estimated Demand: Subject Property Estimated Im act Analysis 54.25 f acres Proposed Demand Adequate to Serve (Yes or No) Permitted Density 6 units /acre NR -6 Yes Average Annual Daily Trips (AADT) 1840 Yes PM Peak Hour Trips 184 Yes B. Available Capacity: Ryan Road is currently a two lane undivided roadway. It currently has the capacity to accommodate this development. C. Roadway Conditions: Ryan Road is classified as an unimproved perimeter street. This development is required to construct 28 -ft street pavement along Ryan Road property frontage upon development. D. CIP Planned Improvements: There are no planned CIP improvements in this area at this time. Environmental Conditions: The environmentally sensitive areas (ESAs) map identifies a riparian buffer ESA straddling between both Tracts A and B on the northern portion and continue meandering through the center of Tract B. Riparian buffers are swaths of vegetation along both sides of creeks channels and along the wetted perimeter of ponds and lakes, and in some instances they can be located outside floodplains. Riparian buffers are the "last line of defense" for capturing pollutants, sediments and excess nutrients before these contaminants become water borne. Riparian buffers are also effective pathways for wildlife movement. The protected area is 100 feet wide (50 ft from the centerline of the channel) and subject to Section 35.17.8 of the Denton Development Code (DDC). Encroachment or removal of vegetation within the ESA is not allowed. Review for compliance with ESA regulations would be performed during the platting stages of development. If the protected area also meets the definition of Waters of US (WOUS) by the US Army Corps of Engineers ( USACE), then the ultimate site plan layout would have to show compliance with USACE regulations. Electric: To provide electric service to the residential neighborhood and surrounding area Denton Municipal Electric will construct a main line circuit with switchgear through this area. Location of the line will be determined by the sequence of the development of the area and final layout of this development. The developer will be required to pay 100% of the estimated cost of the street lighting facilities in advance of construction. DME will prepare an estimate for the street lighting cost when preparing the electric utility design for the development. To meet City of Denton requirements, typical light placement shall be at all intersections, in each cul -de -sac, and along all public streets at intervals of not more than three hundred feet. Park Facilities: A. Lake Forest Park is a 69.32 acre park 900 feet to the west of the proposed subdivision. Amenities include: o 12 Benches, o 1 Dog Park, o 6 Dog Stations, o 3 Drinking Fountains, o 1 Community Bulletin Board, o 56 Parking Spaces, o 3 Picnic Tables, o 1 Playground, o 1 10 Acre Fishing Lake, o 1 0.25 Acre Pond, o 0.47 Miles of Concrete Trail, and o 1.42 miles of Soft Surface Trail. B. Cross Timbers Park is a 70.2 acre park 4,100 linear feet to the southwest of the proposed subdivision. Amenities include: 0 1 Basketball / Multipurpose court, 0 10 Benches, 0 2 Bike Racks, 0 1 Pedestrian Bridge, 0 2 Drinking Fountains, 0 6 Grills, 0 1 Pavilion, 0 8 Picnic Tables, 2 o Playgrounds with Shade Coverings, 1 0 0.5 Acre Fishing Pond, 0 1 Sand volleyball Court, 0 2 Swings, 0 1.17 Miles of Concrete Trail, and o .75 miles of Soft Surface Trail. C. Wheeler Ridge Park located in the Wheeler Ridge Subdivision and is 3800 feet southeast of the proposed subdivision. Amenities include: o a 2,800 foot concrete trail, 0 3 seating areas with crushed granite pathways, and o large limestone seating areas. D. Bri arcliff Park is a 9.62 acre park 5,100 linear feet to the northeast of the proposed subdivision. Park Amenities include 0 1 Basketball court, 0 6 Benches, 0 2 Drinking Fountain, 0 2Goals (soccer), 0 1 Grill, 0 1 Pavilion, 0 8 Picnic tables, 0 1 Playground, and 0 1 Swing set, 10.27 mile concrete trail. All other park land areas are over one mile from the proposed subdivision. Gas Wells: There are three existing gas well pad sites within 1,200 feet of the proposed single family portion of the subject property, with approved gas well development plat numbers GWP03 -0037, GWP04 -0015 and GWP06 -004. None of the pad sites are located on the subject property and all are over 250 away from the closest possible home site. The applicant has agreed to conditions requiring him to place information on the plat and in the HOA document or deed restriction related to the location of existing gas well site to notify homeowners. Exhibit 3 Future Land Use Map Z13 -0010 Button Tract s- ___ -__L_\ LL L"— I I � �i K \-�7 f l 1 ` l _LI LII _I _I_d 3 I 1 L � 7 I 6 y 1p� E I I 4 I I I 1` �.y LtOW RI (jEL i-LL L. l_L LL.LL 3_ L LLLL i. it • �� \ I I _. _ - _ ' _ ` _ - _ _ y I - •'� `'� t M F Z.JI _; _ I. 1 1 1 1 1 1 1 ! L L L i- 1 � h�{- zLLt -L..0 I 1 1 1 1 1 t l_.I _1�,�.r .q I I 1 , I I ; r l- n - - -;i <EBEND °`tt; 1 11LILLi�s�l l Q I y - -- _ _L — i L — I i - - Q' sCREEK 1 r ti I _\ .. 7 �llR�fl_ rV�L¢ L - ! LQII L 'I + - - -' I—I -—1 MIDDY - r�u�5 A � -a _ FOX I - - - - -_ __._.�_ NORTH FORTY IIIN Community Mixed Use CenterfiLSIDE li z O LL II_7 OI a o A Q s66,� p --- k)BINSON - -_ -. -- NeighbOrhood MIRANDA, PLACE G) Center m > < REDONDOF z ;0 Z z O w O r- C U 0 m Q P U e a ALTA VISTA rn Legend IeIHFeorF otl c o r c �. , 1.3` D EATON aJ� DENTON d a ralF�eas 0 ur rtt[h 1,riz Er _tea wmmunM Nrxd l55u .znter - �F?E: .... u..dil.. .......... Exhibit 4 Zoning Map Exhibit 5 Proposed Zoning Map Exhibit 6 Ordinance 2008-045 ORDFNANCE NO. K—ff- AEI ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIT)ING FOR A ZONING CHANGE FROM A NEIGHBORHOOD RESDIENTIAL 2 (NR-2) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION TO A NEIGHBORHOOD RESti)ENTIAL MIXED USE (NRMU) ZONING DISTRICT CLASSIFICA'T'ION AND USE DESIGNATION WITH AN­OVFRLAY DISTRICT, COMPRISING 54.24 ACRES OF LAND LOCATED ATTHE NORTHWEST CORNER OF TEASLEY LANE AND RYAN' ROAD; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT 017 $2,000.00 FOR VIOLATIONS THEREOF, SEVERABIJ,ITY AND AN EFFECTIVE DATE. (Z07-0025) WHEREAS, Spring Brook Planning Group, has applied for a change in zoning for approximately 54,25 acres of land legally described in Exhibit A, attached hereto and incorporated herein by reference (hereinafter, the -Property") from a Neighborhood Residential 2 (NR-2) zoning district classification and use designation to a Neighborhood Residential Mixed Use (NR-MU) zoning district classification and LISe designation, with an overlay district-, and I WHEREAS, on January 23, 2008, the Planning and Zoning Commission rccominended approval of the requested change in zoning; and WHEREAS, the; City Council Finds that the change is consistent with the Denton Plan and the Development Code;NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the prean-lble of this ordinance are incorporated herein by reference as true. SECTION 2. The zoning district classification and use designation for the Property is hereby changed frorn Ncighborhood Residential 2 (NR-2) to Neighborhood Residential Mixed Use (NTRMLJ) zoning, district with an overlay district, containing the following additional restrictions and conditions: a. Only 50 percent of the Property inaybe developed as commercial retail; and b- No is fainily dwellings arc perini tted It, that portion ofthe Property fronting Teasky Lane., as shown in Exhibit B, attached hereto and incorporated herein by reference. Notwithstanding the attached real property description, the Property being rezoned includes all property to the centerline of all adjacent street rights-of-way. SECTIONT3. The City's official land use map is amended to show the change in the land use designation. SECTION 4. If any provision of this ordinance or the application ther oanyp person ers r circumstance is held invalid by ally Court, SLIcill invalidity shall not affect the validity of other PrMiSiOIIS 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 Fine(] a sum not exceeding $2,000-00, Each day that a provision of this ordinance is violated shall Constitute a separate and distinct offense, SE - CTION 6. This ordinance shall become effective fourteen (14) days from the date ofits passage, and the City Secretary is hereby directed to cause the caption cal- this ordinance to be publi shed twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days ofthe (late of its passage, PASSED AND APPIZOVED this the A"t day of A'I TEST: JENNIFER WALTERS, CITY SECRETARY ) BY: y 1 AP PROV E D AS TO LEGALT ORTM: ED 'N M-SNYDER, CITY ATTORNEY I���� DESCRIPTION 2,363,302G f�/ 54-2517 ACRE TRACT SI7LA TE D/NTf IE J, FIS185R SURVEY, ABSTRACT rQ18 OBYTON C{}UNTI�TEXAS BEING tract mY land situated in the J. Fishef Survey, Abstract Number 42tand the E. Picket Survey, Abstract Number 1018. Denton County, Temoy, and being m portion of that certain tract of land to Lakewood West Joint Venture recorded in Volume 2741' Page 8B7, Reat Property Records, Denton County, Texas, and being more particularly described asfoUmnm; BEGINNING at a 1/2 inch iron rod with an NDM plastic cap found for corner In the westerly right-of-way line oyFhx. 2181. also known ea Teasley Lane (called 90' public right�of-wuy) for the northeast corner e( the herein described tract THENCE South 191'1829 East, *iN said westerly r| e o«F.&w. 31;511. m distance of 494.39 feet to a 112 inch iron rod with an NDM plastic cap hound for corner a|.the beginning of a non-tangent oumnto the left, said non-tangent wumehaving o central an�e?f13~403Q~^a radius (f2%11.24 feet, o tangent vengUnwx26T,10 feet, and o chord which bears S 26°3442 E,53D34yeei� THENCE with said westerly hQh|-of-mey line o[F,k0.2181 and said non-tangent curve to the left, enarc distance of 5D1,@2 feet ,00 Wooden Highway R|ght-of-VVay Post found for corner; THENCE South 30~2757' EaoL, continuing with said westerly right-of-way line u[F.n4. 2187, a distance of5O1.38 feet +na 1/2 inch iron rod with an NOM plastic cap found for corner. said iron rod being at the most northerly corner uf Lot 1. Block A' Lakewood Convenient Addition, an addition |m the City mfDenton recorded |m Cabinet w. Slide 51. Plat Records, Denton County, Tcxo% THENCE South 58^3943 West, with the northwest |yme of said Lakewood Convenient Addition, a distance of 412.17 feet to a PIK mmi| w/sb|nerYoumd for corner, said PK nail being in the center of Ryan Road (apparent prescriptive easement Am use asa public mad): THENCE 8omdm 89^58'46 ' West, with the center of said Ryan Roud, a distance of 519-89 feet to a PK nail found for corner, said PK nail being the northwest corner of Hickory Creek Heights, an addition to the City o[Denton recorded in Cabinet N. Slide 101 Plat Records, Denton County, Texum, from whence apK nail found bears N0V^4B37~ E.a distance ofO.21 kme|� THENCE South 89^5411 � . West, with the center o / /meidRyemRoad'mdistanoed209.8Qhsehza PK nail wJmhiner found for corner; THENCE North 88~5712^ VYeuA, with said center of Ryan Rmad, adis|amoe o/7&2-56 feet to a rock found for corner m1the southwest corner of the heneim described tract, from whence a 518 inch iron rod found bears mo4~zo4e vv^a dootamuev[2.nmfeet; THENCE North 01~5O'58' East, departing said Ryan Road and with the west Hneof the herein described kaot,a distance of 11000.71 feet *onJ6 inch Oak Tree found for corner, said 36 inch Oak Tree also being the southwest corner oya tract mfland described x»2WW1 Halbert Family Trust recorded UnCCF#2001- 128241. Real Property Records, Denton County. rexas� THENCE South 88"58'17' East. with the south line mfsaid 2801 Halbert Family Trust tract, a distance nf 1137.6Q feet to the POINT OFBEGINNING and pcontaining 54.2517 acres ar2.383,2O2 square �e/mf land, more or less. a) ® -r a w W Z lu C-L P?- 0 UJ W te > W 0 9 s� Exhibit 7 Survey Exhibit 8 Notiflcation Map and Responses NOTICE OF PUBLIC HEARIN& _Z13-0010 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, January 22, 2�014 and consiider making a recommendation to the City Council regarding a rezoning from Neighborhood Residential Mixed Use (NRMU) with overlay conditions to a Neighborhood Residential 6 (NR-6) zoning district and a NRMU zoning district with overlay conditions on approximately 54.25 acres. The subject property is generally locat ed at the northwest corner of Ryan Road and Teasley Lane. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Halt located at 215 E McKinney Street, Denton, Texas. Because you own property within two hundred (20Q) feet of the subject property, the Planning and Zoning Commission would like to hear how you feet about this request and invites you to attend the public hearing. Please, in order for your opinion 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 participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in-person: Planning and Development Department Attn: Michele Berry, Project Manager 221 N. Elm ST Denton, Texas 76201 These forms are used to calculate the percentage of landowners that support and oppose thZ request, The Commission is informed of the percent of responses in support and in opposition. in favor of request M�, =� Please circle one: M11HPIrmi M-#=. I t !4" Signature: Printed Name: Mailing Address. City, State Zip: Telephone Number: "i I j Physicali Address of Property within 200 feet; D Opposed to request fl CITY OF DENT N, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 - 940.349,7714 - (F) 940,349,7707 NOTICE OF PUBLIC HEARING Z13 -0010 The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, January 22, 2014 and consider making a recommendation to the City Council regarding a rezoning from Neighborhood Residential Mixed Use (NRMU) with overlay conditions to a Neighborhood Residential 6 (NR -6) zoning district and a NRMU zoning district with overlay conditions on approximately 54.25 acres. The subject property is generally located at the northwest corner of Ryan Road and Teasley Lane. The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion 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 participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in- person: Planning and Development Department Attn: Michele Berry, Project Manager 221 N. Elm ST Denton, Texas 76201 These forms are used 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 opposition. Please circle one: In favor of request Neutral to request Opposed to request Signature: Printed Name: �t 1 Mailing Address: 'r'' City, State Zip:r"� Telephone Number: Physical Address of Property within 200 feet:,�Y� "�� CITY OF DENTON, TEXAS 200' P &Z Notice CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.7714 • (F) 940.349.7707 Exhibit 9 Project Narrative Zoning Project Narrative RyamRood — RJBu%ooTnmot The site is located at 3900 Teasley Lane, Denton, Texas 76210, and being the northwest corner of the intersection wf Teasley Lane and Ryan Road. The proposed single family residential development would consist of the western and northern portion of the existing mobile home park. The remainder of the tract will be developed im the future. Pureose:, To change the zoning and re-develop the property in a manner that is sustainable, compatible, and marketable with surrounding existing uses and current market forces, Existina and Proposed Land Use: Existing Zoning: NRMU with on overlay district (Ordinance 208G'D*5) Proposed Zoning� NR'8 and NRK8U with conditions No Plats exist for this property, Acreage: Total Acreage ie5425 acres, but the proposed zoning ia for 30.6 acres +/' for NR0 and 22.6 for NRK4U. Land Characteristics: Property is bounded on, the east by Teasley Lane and what will bethe remainder ofthe overall tract which is currently a Mobile Home Community, Property is bounded on the south by Ryan Road, on the west by a singlle family residence and vacant land, and wn the north byavacant tract that has a parcel with e communication tower. The property has e dense grove oftrees im the northwest portion af the tract with individual trees scattered throughout the remainder of the tract. Per City nf Denton maps, ESA ie located on the property. |tia assumed that the ESA isalso DSACEjuriad|cdona| waters, �Existing Uses: Site is currently developed as a Mobile Home Community with approximately 326 spots for mobile homes, a community laundry facility, a community recreation hall, svv|mmn|mg pools, administrative offices and miscellaneous other improvements. Proposed Uses: NRB - There are approximately 128 single family residential lots being proposed. Proposed gross density will be well below 0 units / acre. E8Amin the form nfstream exist on the subject tract, These areas are to be integrated into the design and preserved as open space and used for passive renreatinnaU use. Riparian buffer ie being provided ms required which will also be used for passive recreation use. There will been open space lot on the western boundary of the property that will preserve a large portion of the existing trees. At this time it is assumed the City will not desire public park land dedication, and therefore all open space and amenities that are provided to serve the community will be privately owned and maintained bya mandatory homeowner's asaoc|mdon(HOA). NRMU — It is anticipated that this portion of the property will develop as commercial retail once the roadway improvements 0nF0 2181 are started and completed. The proposed adjustment to the existing zoning will remove the restriction of58%uf the property zoned NRMUtoke developed asummmerciaVretaH. One (1) phase mf development is anticipated with access from existing Ryan Road (a future Secondary Major Arterial) and Ranchman Boulevard connection to Teasley Lane. Ranchman Boulevard is currently unimproved west of Teasley Lane and would be constructed with this project. Ramohman Boulevard |s not located within the subject tract and will require right-mf-way dedication by separate |netrumenL These two access points will satisfy '^renoute access" rules. Once the remaining portion mf the overall tract develops there will be additional access through Hunters Creek Road extension, Other roads will be extended tathe perimeter of the property in order to provide for circulation and connectivity with the future development mf adjacent land. The commercial/retail portion of the tract is expected to develop in the future. There im existing City water within the Teasley Lame and Ryan Road right-of- ways, The Ryan Road lift station )e located on Tract B(NRMU). There ia existing electric currently serving the mobile home community with the main power source located along Ryan Road. Franchise utilities exist and currently serve the mobile home community. Proposed Utilities: Water mains will be constructed within the residential development with connections to the existing mains in both Teasley Lane and Ryan Road, Sewer will be constructed within the residential development with a ommk line along Ryan Road connecting into the Ryan Road lift station. Existing conditions and proposed conditions, sewer- shed maps will be prepared for use by the City in determining the availability of capacity in the Ryan Road lift station. The site slopes from the northwest cornier &o the south and east. The topography in the northwest corner im very steep with dense trees- As the elevation drops tm the south and east the slope |a not aesteep and becomes comparatively gentle aeht approaches the ESA stream. There is a small off-site area to the north and west that drains onto this site. The discharge point for this basin is through existing culverts across Ryan Road wn the south end mf the tract that feed into Fletcher Branch Tributary 4. Proposed Topography �Gracling) and Drainage: Onaiteout-fiUUia proposed in order to grade the site for single-family uses. The proposed grades will conform generally to existing slopes and patterns. Cuts and fills are anticipated due to existing slopes and in order tm balance the site. Due to this, retaining walls are anticipated within parts of the development. The proposed hydrology will be paved or covered consistent with uses and intensity of development within the NR-6 district, Drainage systems will be enclosed conduits out-falling into the existing ES/4 strearn open space that will eventually discharge through the existing culverts under Ryan Road. Control of noise, odor. fumes, dust, and lighting, and sufficient landscaping and screening created by the development will be accomplished with required, and if necessary, enhanced techniques and methods tobe determined ot the time of platting and design. Nuisances, ifany, are not anticipated to be exacerbated or significantly different from the existing zoning as a result mf the proposed zoning change. Consistency with the requirements of the Denton Development Code (DDC). It is anticipated that the proposed uses and development mm the tract will be consistent with and in accordance with all requirements of the DQC. The Goals and Obiectives of The Denton Plan: The proposed zone change wilt adhere bz the goals and objectives of The Denton Plan bymatching the Future Land Use Element, and by preserving worthy natural resources and features, No negative impacts to the goals and objectives of the Denton Plan will be realized due to� the relatively minor change in the proposed zoning compared to the existing zoning and current land use; the relatively limited area of change� and the surrounding undeveloped land that provides opportunity for the area to evolve and adjust over time |n response tomarket forces, Furthermore, The Denton Plan encourages a mix of housing and the area of the proposed project is surrounded primarily by NR-2. NR-3, and NR-4 zoning districts. The existing Mobile Home Community has e greater density than the allowable density for the proposed zone change, When the commercial/retail develops, it will follow the goals and objectives af the Denton Plan. The Future Land Use Element of The Denton Ptan: The proposed zone change matches the Future Land Use Element of The Denton Plan. c. The balance of Land Uses in the City will not be altered aaa result mf the proposed zone change. The number of single-family residential units that can potentially be developed will increase slightly, but it reduces the potential for increased density with K8u|ti-Fmmi|y, However, because of the relatively limited area mf change, and minor change Vn allowed density compared to the existing zoning, the increase is negligible, offset by the decrease in density of Multi-Family and not measurable in the context ofThe Denton Plan. Adequate Public Facility Elements of The Denton Plan and How the Change Will Effect the Provision of Services Anticipated in The Denton Plan: Because of the relatively limited area of change, and decrease in density compared to the existing zoning and current use, the proposed zoning change will have a positive if not negligible impact on the services provided bythe City, DME, the D.|.S.D.. and other services anticipated in The Denton Plan. Further Evaluation of the Proposed Zonina Chanae Under the Followina Factors: The existing land use pattern surrounding the property and the possible impact on existing or future development or uses are in accordance with existing regulations: The surrounding mix of future uses are compatible or the same as the uses proposed on the tract. Furthermore, the change of zoning does not materially after, compound, diminish, or exacerbate any perceived adjacency issues that might already be present with the existing zoning. b. The possible creation of an isolated district unrelated to adjacent and nearby districts: Th,is will not occur as the property is bounded by other properties with future uses and districts similar to that proposed for the property. c. The population density in order to facilitate the adequate provision of transportation. water, sewer, schools, parks, public convenience, and other public requirements: The area mf proposed change would have a decrease in the overall density which will decrease the potential population, therefore, no negative impacts on the provision of services related t#population. Furthermore, the proposed development will add t#the arterial roadway network and will extend new utilities that will serve other properties and population growth in the area. d. The cost to the city and other governmental entities in providing. improving, increasing, /r maintaining public utilities, schools, streets and other public safety measures: The area cf proposed change would have a decrease im the overall density which will decrease the potential population, therefore, mo negative impacts omthe provision of services related tupopulation. Furthermore, the proposed development will add tmthe arterial roadway network and will extend new utilities that will serve other properties and population growth in the area. e. The possible impact on the environment. including but not limited to, drainage. soil erosion and sedimentation, flooding, air quality and water quantity: Nothing about the development proposed will impact in the environment ima negative way. To the contrary it will have a positive impact by restoring the ESA back to a more natural condition. Currently there are mobile homes, storage buildings, utilities and other encroachments within the ESA and buffer. The proposed residential development would restore this tma more natural condition and create a passive open space which would be more in conformance with, the City mf Denton Code than the present conditions. f. Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map: The proposed zone change and project matches the Future Land Use Map. The density allowed with the existing zoning for the property is higher than proposed with the allowance for Multi- Family. The requested zone change is compatible with surrounding and adjacent uses. Exhibit 10 List of Existing and Proposed Uses Residential Land Use Categories Agriculture NRMU (Existing) P NR-6 (Proposed) P Livestock L(7) L(7) Single Family Dwellings N P Accessory Dwelling Units N SUP L(1) Attached Single Family Dwellings L(40) P Dwellings Above Businesses P N Live/Work Units P L(16) Duplexes N P Community Homes For the Disabled P P Group Homes SUP N Multi - Family Dwellings SUP(L4) N Fraternity or Sorority House SUP N Dormitory SUP N Manufactured Housing Developments N SUP Categories Commercial Land Use Home Occupation P ... P Sale of Products Grown on Site N N Hotels P N Motels N N Bed and Breakfast P N Retail Sales and Service L(17) N Movie Theaters N N Restaurant or Private Club L(11) N Drive - through Facility SUP N Professional Services and Offices L(17) N Quick Vehicle Servicing SUP N Vehicle Repair N N Auto and RV Sales N N Laundry Facilities P N Equestrian Facilities N N Outdoor Recreation SUP P Indoor Recreation N N Major Event Entertainment N N Commercial Parking Lots N N Administrative or Research Facilities L(14) N Broadcasting of Production Studio L(14) N Sexually Oriented Business N N Temporary Uses Industrial Land Use Categories Printing / Publishing L(38) NRMU (Existing) N L(38) NR-6 ... N Bakeries L(21) 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 N N Veterinary Clinics P N Sanitary Landfills, Commercial Incinerators, Transfer Stations N N Gas Wells Institutional • Use Categories Basic Utilities L(27) L(25) SUP L(27) ... L(25) Community Service P N Parks and Open Space P P Churches P P Semi - public, Halls, Clubs, and Lodges P SUP Business / Trade School L(14) N Adult or Child Day Care P SUP Kindergarten, Elementary School P SUP Middle School P N High School SUP N Colleges N N Conference /Convention Center N N Hospital N N Elderly Housing P SUP Medical Centers P N Cemeteries N N Mortuaries N N WECS (Free- standing Monopole Support Structure) SUP SUP WECS (Building- mounted) SUP SUP Exhibit 11 Site Photos Exhibit 12 Gas Well Plats for nearby by Drilling and Production Sites I 6, r� ie tlA.: u " J I„ i Yf r p e c s a I r r P G G a t a not Y a k & 3 Hs OfeF z� W P.awlr... a'G I Exhibit 13 2 Planning and Zoning Minutes of the February 5, 2014 meeting 4 After determining that a quorum was present, the Planning and Zoning Commission convened a 5 Work Session on Wednesday, February 5, 2014 at 5:15 p.m. in the City Council Work Session 6 Room at City Hall, 215 E. McKinney Street, Denton, Texas at which time the following items 7 were considered: 9 PRESENT: Chair Jean Schaake. Commissioners: Brian Bentley, Frank Conner, Devin 10 Taylor, Thom Reece and Amber Briggle. 11 12 ABSENT: Commissioner Jim Strange. 13 14 STAFF: Athena Green, Brian Lockley, Aaron Leal, Earl Escobar, Ron Menguita, 15 Michele Berry, Erica Marohnic, Nana Appiah, John Cabrales, Jr., Cindy 16 Jackson and Julie Wyatt. 17 19 Schaake called the Work Session to order at 5:20 p.m. 20 1. Clarification of agenda items listed in the Regular Session agenda for this meeting, and discussion of issues not briefed in the written backup materials. 21 22 Bentley referred to Agenda Item 5A; under the staff recommended conditions, that there are at 23 least five (5) of those conditions that are too vague. Condition 1). B1- A landscaped median or 24 other approved landscaped traffic calming device shall be used on Hunter's Creek Road near the 25 entrance to the neighborhood. Bentley questioned what an "other approved" covers, Bentley 26 stated it is too vague. Condition 2). C 1 a- The width of the open space fronting the street shall be 27 greater than the average lot width. Bentley stated this is too vague, if they are all a minimum 28 width than you would end up with a minimum width going into this park. Condition 3). Clc- At 29 least three of the following amenities shall be provided: Sidewalk or Path; benches; gazebo or 30 pavilion; playground equipment; bicycle racks, pond; picnic tables; other comparable items 31 proposed by the developer and approved by City Staff. Bentley stated this doesn't quantify how 32 many tables or benches would be required for the size of open space. Condition 4). Cviii- Other 33 comparable items proposed by the developer and approved by City Staff. Bentley stated seven 34 (7) were listed; however, there are several more than that. Bentley questioned why all were not 35 listed. Condition 5). 2b- At least two of the following amenities shall be provided: benches; 36 educational plaques about existing native tree species found on the property; sidewalks or trails; 37 picnic table; or other comparable items proposed by the developer and approved by City Staff. 38 Bentley stated other comparable items are still too vague. 39 40 Berry responded to Bentley's questions and statements. Condition 1). Traffic calming devices are 41 spelled out in the Criteria Manual. Bentley that if staff noted that in the conditions they would be 42 clearer. Berry stated that language could be added. Condition 2). A majority of the lots will be 43 the same size, as written it allows some flexibility is allowed depending on the lot width, there is I no lot minimum. The goal of this is to ensure there is adequate frontage for the open space. 2 Condition 3). Berry stated the applicant isn't required to put these amenities into open spaces of 3 the neighborhood. Staff wanted to make sure some of these amenities were installed to improve 4 the neighborhood. Conditions 4 and 5). Berry stated she wanted the applicant to be open to other 5 comparable items that she and other staff were not able to come up with. 6 7 Schaake questioned if the wording would be updated during the Regular Session; Berry 8 questioned if this is in regards to the transportation criteria manual. Schaake stated correct; Berry 9 stated it can be added to the presentation. 10 11 12 13 Lockley introduced Berry. Berry stated this is a rezoning request of an approximately 54.25 acre 14 tract of land: rezoning 30.56 acres from Neighborhood Residential Mixed Use (NRMU) with 15 overlay conditions to a Neighborhood Residential 6 (NR -6) zoning district with overlay 16 conditions and, amending overlay conditions on the remaining 23.57 acres of the site. This 17 property was annexed into the City in 1975; at the time it was developed as a mobile home park. 18 In 2002, the Neighborhood Residential -2 zoning was applied for. The subject property was 19 rezoned in 2008 to the NRMU zoning district under Ordinance 2008 -045 with conditions: no 20 more than 50 percent of the sight may be developed as commercial and apartments should not be 21 on Teasley Lane frontage. Berry provided the criteria for approval and conditions for approval 22 which are listed in the staff backup. Berry added that she had spoken to the applicant about 23 added language to the conditions as discussed in the Work Session and the applicant was 24 agreeable to referencing the Transportation Criteria Manual and a minimum open space width of 25 60 feet. Staff sent 38 Public Notices to property owners within 200 foot of the subject site and 26 115 courtesy notices to property owners within 500 foot of the subject site. At this time staff has 27 received one response in opposition to this request. The Development Review Committee 28 recommends approval of this request based on the conditions listed in the staff backup. The 29 applicant is present. 30 31 Conner questioned future plans for multi - family within this NRMU zoning district; Berry stated 32 the proposed conditions would prohibit multi - family. Taylor questioned a rough site plan at this 33 time to review any transportation issues that might arise; Berry stated the Concept Plan has been 34 provided. Schaake questioned if the trees would be preserved; Berry stated the applicant would 35 have to meet the Tree Code requirements and the one open space listed in the conditions is to 36 preserve a heavily treed area on the subject site. Schaake questioned if there are any proposed 37 lots closer than 1,200 foot to the neighboring gas well; Berry stated some would be closer than PA I the 1,200 foot; however, the DDC requirement is only for 250 foot separation. Following the 2 proposed conditions those property owner's would receive the property notification. Briggle 3 thanked Berry for providing a map in the presentation with gas well information. 4 5 Paul McCracken, Kimley —Horn and Associates, 5750 Genesis Ct 4200, Frisco, Texas 6 McCracken stated they are in favor of staff's recommendations. McCracken stated the suggested 7 50 foot minimum lot width would be acceptable. Schaake stated it was 60 foot minimum; 8 McCracken stated that is acceptable. There were no further questions to the applicant. Schaake 9 opened the Public Hearing. 10 Thomas Huggins, 3832 Gessner Drive, Denton, Texas 11 Huggins questioned road and pedestrian access for the proposed subject site. Huggins stated he is 12 concerned with the overcrowding on Teasley Lane. Berry stated there will be two (2) points of 13 access on Teasley Lane. Berry added Teasley Lane is proposed to be widened in approximately 14 2017. 15 16 There was no one else to speak on this item. Schaake closed the Public Hearing. 17 18 Schaake questioned if the development would be constructed in multiple phases; Berry stated it 19 would be constructed in one phase. 20 21 Conner motioned for approval of this request; Bentley questioned Conner if he would include the 22 conditions for approval by staff and the amendments made during the Work Session into the 23 motion. Schaake stated the motion would contain staffs conditions for approval and the 24 amendments made by Bentley. The amendments are as follows: B .Compatibility with Future 25 Commercial development: 1. A landscaped median or other approved landscaped traffic calming 26 device per the City of Denton Transportation Criteria Manual shall be used on Hunter's 27 Creek Road near the entrance to the neighborhood. C. Open Spaces. There shall be a minimum 28 of two open space areas with amenities provided for residents to be maintained by the HOA. 1. 29 One open space amenity area is adjacent to the existing creek; a portion of the creek area shall be 30 incorporated as an open space amenity for the neighborhood. a. The width of the open space 31 fronting the street shall be a minimum of 60 feet wide. 32 33 Bentley stated he thought the discussion was to add the 60 foot minimum open space width so 34 that it was the average lot width with a minimum of 60 feet to require a larger open space should 35 the lots be larger; Schaake stated a simple 60 foot minimum could be greater than 60 foot. Taylor 36 stated he also interpreted a 60 foot minimum set amount to help simplify the language and that it 37 was unlikely lots would be larger given the zoning district requested. 38 39 Commissioner Frank Conner motioned, Commissioner Thom Reece seconded to approve this 40 request based on staffs conditions with the following amendments: B .Compatibility with Future 41 Commercial development: 1. A landscaped median or other approved landscaped traffic calming 42 device per the City of Denton Transportation Criteria Manual shall be used on Hunter's 43 Creek Road near the entrance to the neighborhood. C. Open Spaces. There shall be a minimum 44 of two open space areas with amenities provided for residents to be maintained by the HOA. 1. I One open space amenity area is adjacent to the existing creek; a portion of the creek area shall be 2 incorporated as an open space amenity for the neighborhood. a. The width of the open space 3 fronting the street shall be a minimum of 60 feet wide. Motion approved (6 -0). 4 :l s: \legal \our documents \ordinances \14\zl3- 00I0.doc Exhibit 14 Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR REZONING OF AN APPROXIMATELY 54.25 ACRE TRACT OF LAND; SPECIFICALLY BY REZONING 30.56 ACRES FROM NEIGHBORHOOD RESIDENTIAL MIXED USE (NRMU) WITH OVERLAY CONDITIONS TO A NEIGHBORHOOD RESIDENTIAL 6 (NR -6) ZONING DISTRICT WITH OVERLAY CONDITIONS, AND AMENDING OVERLAY CONDITIONS ON THE REMAINING 23.57 ACRES OF THE SITE WHICH WILL REMAIN AS NRMU. THE SUBJECT PROPERTY IS GENERALLY LOCATED AT THE NORTHWEST CORNER OF RYAN ROAD AND TEASLEY LANE, AND IS LEGALLY DESCRIBED AS A 54.2517 ACRE TRACT SITUATED IN THE J. FISHER SURVEY, ABSTRACT 1018, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (Z13 -0010) WHEREAS, on February 19, 2008, the City Council adopted Ordinance No. 2008 -045 which rezoned the Property to NRMU, and imposed overlay restrictions; and WHEREAS, Bob Shelton (Bob Shelton Enterprises), has applied for a change in zoning for approximately 54.25 acres of land divided into two zoning districts, Tract A and Tract B where Tract A is approximately 30.65 acres to be rezoned from Neighborhood Residential Mixed Use (NRMU) to Neighborhood Residential 6 (NR -6) zoning district classification and use designation, together with new overlay conditions, and Tract B is approximately 23.57 acres to remain zoned as NRMU zoning district classification and use designation, but with new overly conditions, as legally described in Exhibit A and Exhibit B, attached hereto and incorporated herein by reference (hereinafter, the "Property "); and WHEREAS, there are three existing permitted gas well drilling and production sites within 1,200 feet of the proposed NR -6 zoning platted and known as GWP03 -0037, GWP04- 0015 and GWP06 -004; WHEREAS, The Denton Plan specifies goals for diversity of housing, incorporation of open space, and connectivity to neighborhood serving commercial uses for new neighborhood developments; WHEREAS, The Denton Plan specifies accommodating 27,000 new single family homes by 2020; WHEREAS, The Denton plans call for design quality, adequacy of public facilities, amenities provision, and compatibility with existing neighborhoods when evaluating appropriate residential land use classifications; WHEREAS, Subchapter 35.5.2.4. of the Denton Development Code allows for a Mixed Use Residential Protection Overlay where a rezoning proposes commercial uses adjacent to residential uses; WHEREAS, on February 5, 2014, the Planning and Zoning Commission held a public hearing as required by law, and upon conclusion recommended approval of the requested change in zoning, together with the overly conditions; and WHEREAS, on March 4, 2014, the City Council held a public hearing as required by law, and upon conclusion finds that overlay restrictions are necessary to address the concerns regarding the construction of homes in close proximity to the existing gas well site, concerns regarding connectivity and proximity of homes adjacent to commercial uses, concerns with consistency with The Denton Plan, and concerns with clarity of the existing overlay restriction language; and WHEREAS, the City Council finds that the change is consistent with the Denton Plan and the Development Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. Ordinance No. 2008 -045 is hereby superseded and replaced with this Ordinance. SECTION 3. The zoning district classification and use designation for Tract A of the property is hereby changed from NRMU with overly restrictions to NR -6 subject to the following overlay restrictions: Tract A. A. Diversity of Housing Types 1. A minimum of eight lots will front or side to an open space with amenities, maintained by the HOA. 2. A minimum of ten lots will back to open space maintained by the HOA. B. Compatibility with Future Commercial Development 1. A landscaped median or other approved landscaped traffic calming device per the City of Denton Transportation Criteria Manual shall be used on Hunter's Creek Road near the entrance to the neighborhood. 2. Pedestrian connectivity shall be set up to be provided in three locations, along Hunter's Creek Road, going up to Teasley on the north side of the property and along Ryan Road from the south side of the property. 3. Cul -de -sacs shall provide pedestrian access through to the next closest street. 4. Lots backing to NRMU or commercially zoned areas shall have an increased lot depth by at least ten feet from the average lot or be separated by a HOA maintained open space. C. Open Spaces. There shall be a minimum of two open space areas with amenities provided for residents. PAGE 2 I . One open space amenity area is adjacent to the existing creek, a portion of the creek area shall be incorporated as an open space amenity for the neighborhood. a. The width of the open space fronting the street shall be a minimum of 60 feet wide. b. Tree canopy cover in the open space next to the creek shall be a minimum of 70 %, excluding any utility easements, drainage easements, and environmentally sensitive areas. c. At least three of the following amenities shall be provided: i. Sidewalk or Path; ii. Benches; iii. Gazebo or pavilion; iv. Playground equipment; V. Bicycle racks; vi. Pond; vii. Picnic tables; viii. Other comparable items proposed by the developer and approved by City Staff. 2. To preserve trees, a portion of the western edge of the site will be set aside as an Open Space lot to be maintained by the HOA. a. Homes may side or front to this open space but shall not back to this open space. b. At least two of the following amenities shall be provided: i. Benches; ii. Educational plaques about existing native tree species found on the property; iii. Sidewalks or trails; iv. Picnic table; or V. Other comparable items proposed by the developer and approved by City Staff. D. Notification of gas wells within 1,200 feet 1. Developer, and his successors or assigns, shall notify purchasers of lots in the Property that are within 1,200 feet of gas well Pad Sites, including those pad sites shown on gas well plats GWP03 -0037, GWP06 -0004 and GPW04 -0015, about the location of those gas well pad sites through all of the following mechanisms: a. A note shall be placed on the residential plat identifying the gas well pad sites within 1,200 feet. Said note shall also include a statement that PAGE 3 advises lot purchasers the existence of producing wells, as well as the possibility that the wells may be re- drilled and /or re- fracked in the future. b. There shall be included in: i. the subdivision's Declaration of Restrictive Covenants; or a restriction in the Deeds for all subdivision lots; ii. the same information described in subsection D. La. above. SECTION 4. The zoning district classification and use designation for Tract B of the property is hereby changed from NRMU with overly restrictions to NRMU subject to the following overlay restrictions: Tract B A. No Multi - Family dwellings are permitted. B. The entirety of Tract B may be developed for commercial uses per the Neighborhood Residential Mixed Used Zoning District as heretofore amended and all other applicable regulations in the Denton Development Code and Code of Ordinances as heretofore amended. Notwithstanding the attached real property description, the property being rezoned includes all property to the centerline of all adjacent street rights -of -way SECTION 5. The City's official land use map is amended to show the change in the land use designation. SECTION 6. 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 7. 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 8. 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 , 2014. MARK A. BURROUGHS, MAYOR PAGE 4 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY l r 9 r BY:`� -..� -! c. PAGE 5 EXHIBIT A LEGAL DESCRIPTION EXHIBIT A-TRACT A DE-S'CRrPTION 30.56 ACRE TRACT SITUATED IN THE J. FISHER SURVEY, ABSTRACT 421 DENTON COIZITY. TEX AS BFI G a tract of land sdtmated in the J. Fisher Stu -vey. Abstiact nurnbex 421. and the E. Picket Survey. la d Abstract Number 10M Denton County, Texas, and l�ne a portion Of that eel-,ill tract of -n t 0 Lakewood joint Venture recorded in Volume 2741, Page S87, Real Property Records, Denton Count•, Te=, and being more particularly described ed a-, foiloun: BEGIN G at a °`., inch iron rod with an, NMM plastic cap found for coaxer in the westerl- ' v sight -of -tip: ay line off.Nf- 2181, aEo known as Teasley Lane (called 90' public right-of-,.vav) for the northeast caner of the herein described tract, THENCE South 19*IS'29" East. with said 1174stely right-of-way lire ofF.M. 2191, a distance of 158.03 feet to a point for corner; TIE14CE South 37'25'45" West, departing said westerly right -of nay line of F.M- 2181, a distance of 241-02 feet to a point for corner', THENCE South 19*16'52" West. a distance of 149-65 feet to a point for cornex; THENCE South 01`0 7'5S"West- a distance of 291-99 feet to a point for corner; THENCE North SS*S2'02` West. a antance of 414.03 feet to a point for corner; THENCE South Gl*07'58'* West, a distance of 820.S7 feet to a point for corner, said corner being in the center of Ryan Road (appaxerit prescriptive easem�t in use as a public road); THENCE North 89'57'12" We,t,vNath said center of Ryan Road, a distance of 609.64 feet to a rock found for cornei at the southwest corner of the herein described tract, fi:om whence a 5 S inch iron rod found bears N 34'2G'49` W- a distance of 2-59 feet, THENCE. North 01 °j0' S8'° East, departing said Ryan Road and with the west line of the herein described ti-act, a distance of 16G6-71 feet to a 36 inch 0A Tree found for corner, said 36 inch Oal, Tree also being the southwest comer- of a tract of land described to 2001 Halbert Faun Trmt recorded in CCF '12001- 1218241. Red Property Records, Denton County, Texas, THENCE South 8S*59'17" East with the south line of said -1001 Halbert Family Trust tract, a. distance of 1137.59 feet to the POINT OF BEGD;NING and coinaininE 30.5 6 acres of land,, more or less. PAGE 6 EXMBIT A-TRACT B DESCRIPHON ACRE 1 2 1 RE TRACT SITUATED IN THE I FISHER. SL—,AEY. ABSTRACT 421 DENTON COUNTY. TEX AS BEING a tract of land situated in the J. Fisher Survey. Abstract munbez 421. and the F. Picket Sur­Y, Abstract Number 1018, Denton County. Texa_ and being a portion of that certain tract of land to 1 LA,ewood 'West joint Venture recorded in Volwne 2741 Page 597, Real Prope 1 t', Records, Denton County, Texas, and being more particularly aescriled as follows: COMMENCING at a ',`2 inch uon rod with an NDIM plastic Cap found for cornet in the we,:.tei'ly nght-of- wav line of F.M. 2181. also known as Teasley Lane (called 90' public right- of-way) for the northeast corner of Tract A, THENCE South 19'18'29" East. -m-ith said westerly right-of-way !ire of FIv.I. 215I. a distance of 158.03 feet to the POINT OF BEGINIM;G for Trict Bi THENCE South 19*18'23' East. a distance of 33636 feet to a point for corner it the beginning, of .4 tanzent Cruve to left having a central angle of 13'46'30'7, a radius of 2211-24 feet, a chord bearing of South -') 6'34'42 "E , 53034 feet: - ,,itll said curve to the left and westeily line of F.bl. THENCE in a southeasterly direction. ', 213, an ire distance of 531.62 feet to a point for comer at the end of said cuil-e: THENCE South 3,1'_!7'5j7*' East. -nnth said ,rested~ right-of-wzy !ire of F.M. 2191. a di-stance of 501.38 feet to a paint for comer: ric THENCE South 56'39'43" Cap eat. deoarting said westerly right- of -;;-ay line of F.NNL 2181. ai distance Of 412.97 feet to a point for corner; said , L cornei being in the center of Ryan Road (apparent pr --criptive easement in use as a public roid:i: THE? C'E South 89'5S'46' We-t. Nvith said Rrau R.Old, a distance of 516.69 feet to a PIS nail found for corner, said point being the northwest corner of Hickory Creek Heights, an addition to the City of Denton recorded in Cabinet N. Slide 101, Plat Reeoids., Denton C.ountv- texas. from whence a PK nail found bears North 00'49'37 East, a distance of 6.21 feet, THENCE South S9'54'1 I "' VVIest, with the center of said Ryan Road- a distance of 299.90 feet to a point for corner. THENCZ Noah 89*57'121" West, with said center of Ryan Road, a distance of 92.92 feet to a point for corner: THENCE North 01'07'5S" East, departing saidRyan Road, a distance of 5201.87 feet to a paint for corner_ THENCE South 88'52'02" East. a distance of 414.03 feet to a point for corner, THENCE North 01'0758" East. a distance of291.99 feet to a point for corner, THENC'E Noith 19'16'51" East, a distance of 149.68 feet to a point for corner, THENCE North 37*25'45" East. a distance of 241-02 feet to the POINT OF BEGEULENG and containing 213.57 ,eye-, of land,, more or less. PAGE 7 EXHIBIT B I X" i